10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission file number 001-32324

U-STORE-IT TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland	20-1024732
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)
460 East Swedesford Road
Suite 3000
Wayne, Pennsylvania	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (610) 293-5700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares, $0.01 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES o     NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o     NO x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  YES x     NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o     NO x

As of June 30, 2008, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of common shares held by non-affiliates of the registrant was $687,071,574.

As of February 27, 2009, the number of common shares of the registrant outstanding was 58,192,706.

Documents incorporated by reference: Portions of the Proxy Statement for the 2009 Annual Meeting of Shareholders of the Registrant to be filed subsequently with the SEC are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	21
Item 3.	Legal Proceedings	29
Item 4.	Submission of Matters to a Vote of Security Holders	29
PART II		30
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
PART III		52
Item 10.	Trustees, Executive Officers and Corporate Governance	52
Item 11.	Executive Compensation	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	53
Item 14.	Principal Accountant Fees and Services	53
PART IV		53
Item 15.	Exhibits and Financial Statement Schedules	53

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PART I

Forward-Looking Statements

This Annual Report on Form 10-K, together with other statements and information publicly disseminated by U-Store-It Trust (“we,” “us,” “our” or “the Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

·national and local economic, business, real estate and other market conditions;

·the competitive environment in which we operate;

·the execution of our business plan;

·financing risks including the risk of overleverage and the corresponding risk of default on our mortgage and other debt and potential inability to refinance existing indebtedness;

·increases in interest rates and operating costs;

·counterparty non-performance related to the use of derivative financial instruments;

·our ability to maintain our status as a real estate investment trust (“REIT”) for federal income tax purposes;

·acquisition and development risks;

·changes in real estate and zoning laws or regulations;

·risks related to natural disasters;

·potential environmental and other liabilities;

·other factors affecting the real estate industry generally or the self-storage industry in particular; and

·other risks identified in Item 1A of this Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”) or in other documents that we publicly disseminate.

We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as may be required in securities laws.

ITEM 1.  BUSINESS

Overview

We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, acquisition and development of self-storage facilities in the United States.

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As of December 31, 2008, we owned 387 self-storage facilities located in 26 states and in the District of Columbia; and aggregating approximately 25.0 million rentable square feet.  As of December 31, 2008, our 387 facilities were approximately 78.9% leased to approximately 170,000 tenants and no single tenant accounted for more than 1% of our annual rental revenue.

Our self-storage facilities are designed to offer affordable, easily-accessible and secure storage space for our residential and commercial customers. Our customers rent storage units for their exclusive use, typically on a month-to-month basis. Additionally, some of our facilities offer outside storage areas for vehicles and boats. Our facilities are specifically designed to accommodate both residential and commercial customers, with features such as security systems and wide aisles and load-bearing capabilities for large truck access. All of our facilities have an on-site manager during business hours, and 265, or approximately 68%, of our facilities have a manager who resides in an apartment at the facility. Our customers can access their storage units during business hours, and some of our facilities provide customers with 24-hour access through computer controlled access systems. Our goal is to provide customers with the highest standard of facilities and service in the industry. To that end, approximately 65% of our facilities include climate controlled units, compared to the national average of 50% reported by the 2008 Self-Storage Almanac.

We were formed in July 2004 to succeed the self-storage operations owned directly and indirectly by Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, and their affiliated entities and related family trusts (which entities and family trusts are referred to herein as the “Amsdell Entities”). We are organized as a REIT under Maryland law, and we believe that we qualify for taxation as a REIT for federal income tax purposes beginning with our short taxable year ended December 31, 2004. From our inception until October 2004, we did not have any operations. We commenced operations as a publicly-traded REIT in October 2004 after completing the mergers of certain Amsdell Entities with and into us, our initial public offering (“IPO”), and the consummation of various other formation transactions that occurred concurrently with, or shortly after, completion of our IPO.

We conduct all of our business through our operating partnership, U-Store-It, L.P., and its subsidiaries.  We also act as the general partner of our Operating Partnership and as of December 31, 2008, we held approximately 91.9% of the aggregate partnership interests in our operating partnership. Since its formation in 1996, our operating partnership has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, ownership and operation of self-storage facilities.

Acquisition and Disposition Activity

As of December 31, 2008 and 2007, we owned 387 and 409 facilities, respectively, that contained an aggregate of 25.0 million and 26.1 million rentable square feet with occupancy rates of 78.9% and 78.2%, respectively.  As of December 31, 2008 we had facilities in the District of Columbia and the following 26 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin.  A complete listing of, and certain information about, our facilities is included in Item 2 of this Annual Report on Form 10-K.  The following is a summary of acquisition and disposition activity that occurred during the years ended December 31, 2008 and 2007:

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Facility/Portfolio	Location	Transaction Date	Number of Facilities	Purchase / Sale Price (in thousands)
2008 Acquisitions
Uptown Asset	Washington, DC	January 2008	1	$	13,300
2008 Dispositions
Waterway Asset	Miami, FL	December 2008	1	$	4,635
Skipper Road Assets	Multiple locations in FL	November 2008	2	5,020
Stuart/Vero Beach Assets	Multiple locations in FL	October 2008	2	4,550
Hudson Assets	Hudson, OH	October 2008	2	2,640
Deland Asset	Deland, FL	September 2008	1	2,780
Biloxi/Gulf Breeze Assets	Multiple locations in MS/FL	September 2008	2	10,760
Mobile Assets	Mobile, AL	September 2008	2	6,140
Churchill Assets	Multiple locations in MS	August 2008	4	8,333
Baton Rouge/Prairieville Assets	Multiple Locations in LA	June 2008	2	5,400
Linden Asset	Linden, NJ	June 2008	1	2,825
Endicott Asset	Union, NY	May 2008	1	2,250
Lakeland Asset	Lakeland, FL	April 2008	1	2,050
77th Street Asset	Miami, FL	March 2008	1	2,175
Leesburg Asset	Leesburg, FL	March 2008	1	2,400
			23	$	61,958
2007 Acquisitions
Sanford Asset	San Antonio, TX	January 2007	1	$	6,300
Grand Central Portfolio	Multiple locations in GA	January 2007	2	13,200
Rising Tide Portfolio	Multiple locations in FL/GA/MA/OH/CA	September 2007	14	121,000
			17	$	140,500
2007 Dispositions
Hilton Head Assets	Multiple locations in SC	May 2007	3	$	12,750
Arizona Assets	Multiple locations in AZ	December 2007	2	6,440
			5	$	19,190

The following table summarizes the change in number of self-storage facilities from January 1, 2007 through December 31, 2008:

	2008		2007
Balance - Beginning of year	409		399
Facilities acquired	1		17
Facilities consolidated	—		(2	)
Facilities sold	(23	)	(5	)
Balance - End of year	387		409

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Financing Activities

The following summarizes certain financing activities during the years ended December 31, 2008, 2007 and 2006:

·Revolving Credit Facility.  In November 2006, we and our operating partnership entered into a three-year $450.0 million unsecured credit facility with Wachovia Capital Markets, LLC (“Wachovia”) and Keybanc Capital Markets, replacing our existing $250.0 million unsecured revolving facility. The facility consists of a $200 million term loan and a $250 million revolving credit facility.  The facility has a November 20, 2009 termination date, subject to a one year extension to November 20, 2010 at the Company’s option, provided we pay an extension fee of 15 basis points, or $675,000, and are not in default under the facility.  The Company currently intends to exercise this extension option prior to the November 20, 2009 termination date.  Borrowings under the credit facility bear interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating.  The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points.  The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or six months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.00% to 1.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.  At December 31, 2008, borrowings under the unsecured credit facility had a weighted average interest rate of 1.92%.

·Secured Term Loan.  On September 14, 2007, we and our Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million.  The term loans have a November 20, 2009 termination date, subject to a one year extension to November 20, 2010 at the Company’s option, provided we pay an extension fee of 15 basis points, or $86,000, and are not in default under the facility.  The Company currently intends to exercise these extension options prior to the November 20, 2009 termination date.  Each term loan bears interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin. The applicable margin for the alternative base rate will vary from 0.10% to 0.60% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or nine months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.10% to 1.60% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.  As of December 31, 2008, there were two term loans outstanding totaling $57.4 million that had a weighted average interest rate of 2.05%.  The outstanding term loans are secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008. The nine YSI RT LLC assets had a net book value of approximately $70.0 million at December 31, 2008.

Business Strategy

Our business strategy consists of several elements:

·Maximize cash flow from our facilities — Our operating strategy focuses on achieving the highest sustainable rent levels at each of our facilities while at the same time meeting and sustaining occupancy targets. We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.

·Acquire facilities within our targeted markets — Although we do not expect to actively acquire facilities in 2009, we will continue to selectively acquire facilities in markets that we believe have high barriers to entry, strong demographic fundamentals and existing supply at or below the demand in the market. We believe the self-storage industry will continue to provide us with opportunities for growth through acquisitions due to the highly fragmented composition of the industry.  While we will continue to review selected acquisition opportunities across the United States, the primary

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focus of acquisitions, if any, will be in areas that we consider to be growth markets, such as Arizona, California, Florida and the Northeastern United States.

·Utilize our expertise in selective new developments — We seek to use our development expertise to pursue new developments in areas where we have facilities and perceive there to be unmet demand. We expect to pursue our development primarily in conjunction with joint venture partners.

Investment and Market Selection Process

We maintain a disciplined and focused process in the acquisition and development of self-storage facilities. Our investment committee, which consists of certain of our executive officers and is led by Dean Jernigan, our Chief Executive Officer, oversees our investment process. Our investment process involves six stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, Board approval), final due diligence, and documentation. Through our investment committee, we intend to focus on the following criteria:

·Targeted markets — Our targeted markets include areas where we currently maintain management that can be extended to additional facilities, or where we believe that we can acquire a significant number of facilities efficiently and within a short period of time. We evaluate both the broader market and the immediate area, typically five miles around the facility, for their ability to support above-average demographic growth. We will seek to grow our presence primarily in areas that we consider to be growth markets, such as Arizona, California, Florida and the Northeastern United States and to enter new markets should suitable opportunities arise.

·Quality of facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.

·Growth potential — We target acquisitions that offer growth potential through increased operating efficiency and, in some cases, through additional leasing efforts, renovations or expansions. In addition to acquiring single facilities, we seek to invest in portfolio acquisitions, searching for situations where there is significant potential for increased operating efficiency and an ability to spread our fixed costs across a large base of facilities.

Operating Segment

We have one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.

Concentration

Our self-storage facilities are located in major metropolitan areas as well as rural areas and have numerous tenants per facility.  No single tenant represents 1% or more of our revenues. The facilities in Florida, California, Texas and Illinois provided approximately 19%, 15%, 9% and 7% of total revenues, respectively, for the year ended December 31, 2008.  Florida, California, Texas and Illinois provided total revenues of approximately 19%, 15%, 8% and 7%, respectively, for the year ended December 31, 2007.

Seasonality

We typically experience seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.

Financing Strategy

Although our organizational documents contain no limitation on the amount of debt we may incur, we maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders. As of December 31, 2008, our debt to total capitalization ratio, determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of our outstanding common shares and operating partnership units and (b) the carrying value of our total indebtedness, was approximately 77.8%. Our ratio of debt to the depreciated cost of our real estate assets as of December 31, 2008 was 62.7% compared to 62.4% as of December 31, 2007.  We expect to finance additional investments in self-storage facilities through the most attractive available source

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of capital at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility. These capital sources may include borrowings under our revolving credit facility, selling common or preferred shares or debt securities through public offerings or private placements, incurring additional secured indebtedness, issuing units in our operating partnership in exchange for contributed property, issuing preferred units in our operating partnership to institutional partners and forming joint ventures. We also may consider selling less productive self-storage facilities from time to time in order to reallocate proceeds from these sales into more productive facilities.

Competition

The continued development of new self-storage facilities has intensified the competition among self-storage operators in many market areas in which we operate. Self-storage facilities compete based on a number of factors, including location, rental rates, security, suitability of the facility’s design to prospective customers’ needs and the manner in which the facility is operated and marketed. In particular, the number of competing self-storage facilities in a particular market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our facilities. We believe that the primary competition for potential customers of any of our self-storage facilities comes from other self-storage facilities within a three-mile radius of that facility. We believe we have positioned our facilities within their respective markets as high-quality operators that emphasize customer convenience, security and professionalism.

Our key competitors include local and regional operators as well as the other public self-storage REITS, including Public Storage, Sovran Self Storage and Extra Space Storage Inc. These companies, some of which operate significantly more facilities than we do and have greater resources than we have, and other entities may generally be able to accept more risk than we determine is prudent, including risks with respect to the geographic proximity of facility investments and the payment of higher facility acquisition prices. This competition may generally reduce the number of suitable acquisition opportunities available to us, increase the price required to be able to consummate the acquisition of particular facilities and reduce the demand for self-storage space in certain areas where our facilities are located. Nevertheless, we believe that our experience in operating, acquiring, developing and obtaining financing for self-storage facilities should enable us to compete effectively.

Government Regulation

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using real estate as collateral, and may cause the property owner to incur substantial remediation costs. In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage. We may also become liable for the costs of removal or remediation of hazardous substances stored at the facilities by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us. We cannot assure you, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.

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We have not received notice from any governmental authority of any material noncompliance, claim or liability in connection with any of our facilities, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our facilities relating to environmental conditions.

We are not aware of any environmental condition with respect to any of our facilities that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations. We cannot assure you, however, that this will continue to be the case.

Insurance

We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorist activities, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.  We also carry liability insurance to insure against personal injuries that might be sustained on our properties and director and officer liability insurance.

Offices

Our principal executive office is located at 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087. Our telephone number is (610) 293-5700. We believe that our current facilities are adequate for our present and future operations.

Employees

As of December 31, 2008, we employed 931 employees, of whom 112 were corporate executive and administrative personnel and 819 were property level personnel. We believe that our relations with our employees are good. None of our employees are unionized.

Available Information

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission (the “SEC”). You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 450 Fifth Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or by accessing the SEC’s website at www.sec.gov. Our internet website address is www.ustoreit.com.  You also can obtain on our website, free of charge, a copy of our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish them to, the SEC. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Annual Report on Form 10-K.

Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for each of the committees of our Board of Trustees — the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. Copies of each of these documents are also available in print free of charge, upon request by any shareholder. You can obtain copies of these documents by contacting Investor Relations by mail at 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087.

ITEM 1A.  RISK FACTORS

Overview

Investors should carefully consider, among other factors, the risks set forth below. These risks are not the only ones that we may face. Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations and hinder our ability to make expected distributions to our shareholders.

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We face risks related to current debt maturities, including refinancing and counterparty risk.

Approximately 55% (or approximately $523.9 million) of the aggregate principal amount of our total debt, including mortgage debt and revolving debt, is payable on or before December 31, 2009, subject to a one year extension until November 20, 2010 at the Company’s option of approximately $429.4 million of principal on our revolving and term credit facilities with Wells Fargo (formerly Wachovia) provided we pay an extension fee of 15 basis points, or $761,000, and are not in default under the facility.  The Company currently intends to exercise this extension option prior to the November 20, 2009 termination date.  Certain of our mortgages will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.”  We do not have the cash resources currently to repay those amounts, and we will have to raise funds for such repayment either through the issuance of capital stock, additional borrowings (which may include extension of maturity dates), joint ventures or asset sales.  There can be no assurance that we will be able to refinance the debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to investors.

In addition, we are exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss on the value of those agreements.  Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.  While we do not currently believe that our counterparties on our in-place swap agreements are likely to default or not perform their obligations under those agreements, there is no assurance that this will be the case.

Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.

Recently, domestic financial markets have experienced extreme volatility and uncertainty. Overall liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets for which we historically sought financing. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms nor can there be any assurance we can issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.

The terms and covenants relating to our indebtedness could adversely impact our economic performance.

Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness.  If our debt cannot be paid, refinanced or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all and may not be able to acquire new properties.  Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes.  Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders.  If we do not meet our debt service obligations, any facilities securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of facilities foreclosed on, could threaten our continued viability.

Our unsecured credit facility and unsecured term loan each contain (and any new or amended facility will likely contain) customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt which we must maintain.  Our ability to borrow under our credit facility is (and any new or amended facility will be) subject to compliance with such financial and other covenants.  In the event that we fail to satisfy these covenants, we would be in default under the credit facility and term loan and may be required to repay such debt with capital from other sources.  Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.  Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.

Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders.  Rising interest rates could also restrict our ability to

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refinance existing debt when it matures.  In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.  We have entered into and may, from time to time, enter into agreements such as interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts with respect to a portion of our variable rate debt.  Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.  While we do not currently believe that our counterparties on our swap agreements are likely to default or not perform their obligations under those agreements, there is no assurance that this will be the case.

Our organizational documents contain no limitation on the amount of debt we may incur.  As a result, we may become highly leveraged in the future.

Our organizational documents contain no limitations on the amount of indebtedness that we or our operating partnership may incur. We could alter the balance between our total outstanding indebtedness and the value of our assets at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.

We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders.

To continue to qualify as a REIT, we are required to distribute to our shareholders each year at least 90% of our REIT taxable income, excluding net capital gains or pay applicable income taxes. In order to eliminate federal income tax, we will be required to distribute annually 100% of our net taxable income, including capital gains. Because of these distribution requirements, we likely will not be able to fund all future capital needs, including capital for acquisitions and facility development, with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms, if at all. Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes. If we are unable to obtain third-party sources of capital, we may not be able to acquire or develop facilities when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.

Additional issuances of equity securities may be dilutive to shareholders.

The interests of our shareholders could be diluted if we issue additional equity securities to finance future developments or acquisitions or to repay indebtedness.  Our Board of Trustees may authorize the issuance of additional equity securities without shareholder approval.  Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including the issuance of common and preferred equity.

Because real estate is illiquid, we may not be able to sell properties when appropriate.

Real estate property investments generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our facilities for investment, rather than sale in the ordinary course of business, which may cause us to forgo or defer sales of facilities that otherwise would be in our best interest. Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.

Rising operating expenses could reduce our cash flow and funds available for future distributions.

Our facilities and any other facilities we acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect us. Our facilities are subject to increases in operating expenses such as real estate and other taxes, utilities, insurance, administrative expenses and costs for repairs and maintenance. If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.

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Our insurance coverage may not comply fully with certain loan requirements.

We maintain comprehensive insurance on each of our self-storage facilities in amounts sufficient to permit replacement of the property, subject to applicable deductibles. Certain of our properties serve as collateral for our mortgage-backed debt, some of which was assumed in connection with our acquisition of facilities, that requires us to maintain insurance at levels and on terms that are not commercially reasonable in the current insurance environment. We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements in any respect, the lender could declare a default that could affect our ability to obtain future financing and could have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or the Company’s insurance costs may increase.

Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility.

We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. If we experience a loss at a facility that is uninsured or that exceeds policy limits, we could lose the capital invested in that facility as well as the anticipated future cash flows from that facility. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a facility after it has been damaged or destroyed. In addition, if the damaged facilities are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these facilities were irreparably damaged.

We cannot assure you of our ability to pay dividends in the future.

Historically, we have paid quarterly distributions to our shareholders, and we intend to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed.  This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code.  We have not established a minimum dividends payment level and all future distributions will be made at the discretion of our Board of Trustees. Our ability to pay dividends will depend upon, among other factors:

·the operational and financial performance of our facilities;

·capital expenditures with respect to existing and newly acquired facilities;

·general and administrative costs associated with our operation as a publicly-held REIT;

·maintenance of our REIT status;

·the amount of, and the interest rates on, our debt;

·the absence of significant expenditures relating to environmental and other regulatory matters; and

·other risk factors described in this Annual Report on From 10-K.

Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

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Our performance and the value of our self-storage facilities are subject to risks associated with our properties and with the real estate industry.

Our rental revenues and operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our facilities do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected.  Events or conditions beyond our control that may adversely affect our operations or the value of our facilities include:

·downturns in the national, regional and local economic climate;

·local or regional oversupply, increased competition or reduction in demand for self-storage space;

·vacancies or changes in market rents for self-storage space;

·inability to collect rent from customers;

·increased operating costs, including maintenance, insurance premiums and real estate taxes;

·changes in interest rates and availability of financing;

·hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses;

·significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;

·costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and

·the relative illiquidity of real estate investments.

In addition, prolonged periods of economic slowdown or recession, rising interest rates or declining demand for self-storage, or the public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders.

Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.

Because our portfolio of facilities consists primarily of self-storage facilities, we are subject to risks inherent in investments in a single industry. A decrease in the demand for self-storage space would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand for self-storage space has been and could be adversely affected by ongoing weakness in the national, regional and local economies, changes in supply of, or demand for, similar or competing self-storage facilities in an area and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue. Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.

Adverse macroeconomic and business conditions may significantly and negatively affect our revenues, profitability and results of operations.

The United States is currently in a deep recession that has resulted in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets.  Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  A continuation of ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters

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could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

It is difficult to determine the breadth and duration of the economic and financial market problems and the many ways in which they may affect our customers and our business in general. Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant adverse effect on our sales, profitability and results of operations.

Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located.

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our facilities in California, Florida, Texas, Ohio, Tennessee, Illinois and Arizona accounted for approximately 16%, 15%, 11%, 8%, 7%, 7% and 5%, respectively, of our total rentable square feet as of December 31, 2008. As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.

Terrorist attacks against our facilities, the United States or our interests, may negatively impact our operations and the value of our securities.  Attacks or armed conflicts could negatively impact the demand for self-storage facilities and increase the cost of insurance coverage for our facilities, which could reduce our profitability and cash flow.  Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

We face risks and significant competition associated with actions taken by our competitors.

Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties.  We compete with numerous developers, owners and operators of self-storage, including other REITs, some of which own or may in the future own properties similar to ours in the same submarkets in which our properties are located and some of which may have greater capital resources.  In addition, due to the relatively low cost of each individual self-storage facility, other developers, owners and operators have the capability to build additional facilities that may compete with our facilities.

If our competitors build new facilities that compete with our facilities or offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.  As a result, our financial condition, cash flow, cash available for distribution, market price of our stock and ability to satisfy our debt service obligations could be materially adversely affected.  In addition, increased competition for customers may require us to make capital improvements to facilities that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.

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We also face significant competition for acquisitions and development opportunities.  Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities.  These competitors may also be willing and/or able to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices.  This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.We face risks associated with facility acquisitions.

We have in the past acquired, and intend at some time in the future to acquire, individual and portfolios of self-storage facilities that would increase our size and potentially alter our capital structure.  Although we believe that the acquisitions that we expect to undertake in the future will enhance our future financial performance, the success of such transactions is subject to a number of factors, including the risks that:

·we may not be able to obtain financing for acquisitions on favorable terms;

·acquisitions may fail to perform as expected;

·the actual costs of repositioning or redeveloping acquired facilities may be higher than our estimates;

·acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures;

·there is only limited recourse, or no recourse, to the former owners of newly acquired facilities for unknown or undisclosed liabilities such as the clean-up of undisclosed environmental contamination; claims by tenants, vendors or other persons arising on account of actions or omissions of the former owners of the facilities; ordinary course of business expenses; and claims by local governments, adjoining property owners, property owner associations, and easement holders for fees, assessments, taxes on other property-related changes.

·As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow.

We will incur costs and will face integration challenges when we acquire additional facilities.

As we acquire or develop additional self-storage facilities, we will be subject to risks associated with integrating and managing new facilities, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing management information capacity.  In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations. Furthermore, our profitability may suffer because we will be required to expense acquisition-related costs and amortize in future periods costs for acquired goodwill and other intangible assets. Our failure to successfully integrate any future facilities into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

The acquisition of new facilities that lack operating history with us will give rise to difficulties in predicting revenue potential.

We intend to continue to acquire additional facilities.  These acquisitions could fail to perform in accordance with expectations.  If we fail to accurately estimate occupancy levels, operating costs or costs of improvements to bring an acquired facility up to the standards established for our intended market position, the performance of the facility may be below expectations.  Acquired facilities may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered.  We cannot assure you that the performance of facilities acquired by us will increase or be maintained under our management.

Property ownership through joint ventures may limit our ability to act exclusively in our interest.

We may co-invest with third parties through joint ventures. In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the facilities owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that

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joint venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments also have the potential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures and/or financing. Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business. In addition, we might in certain circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

We face system security risks as we depend upon automated processes and the Internet.

We are increasingly dependent upon automated information technology processes.  While we attempt to mitigate this risk through offsite backup procedures and contracted data centers that include, in some cases, redundant operations, we could still be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack. In addition, an increasing portion of our business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations despite our deployment of anti-virus measures. Experienced computer programmers may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.

Potential liability for environmental contamination could result in substantial costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such facility or to borrow using such facility as collateral. In addition, in connection with the ownership, operation and management of real properties, we are potentially liable for property damage or injuries to persons and property.

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities). The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us. However, we cannot assure you that any environmental assessments performed have identified or will identify all material environmental conditions, that any prior owner of any facility did not create a material environmental condition not actually known to us or that a material environmental condition does not otherwise exist with respect to any of our facilities.

Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.

Under the Americans with Disabilities Act of 1990 and applicable state accessibility act (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our facilities. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the facilities into compliance. If we are required to make substantial modifications to comply with the ADA or

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similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.

We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.

One type of commercial dispute could involve our use of our brand name and other intellectual property (for example, logos, signage and other marks), for which we generally have common law rights but no federal trademark registration. There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

We also could be sued for personal injuries and/or property damage occurring on our properties.  We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits.  There can be no assurance that such coverage will cover all costs and expenses from such suits.

If we fail to qualify as a REIT, our distributions to shareholders would not be deductible for federal income tax purposes, and therefore we would be required to pay corporate income tax at applicable rates on our taxable income, which would substantially reduce our earnings and may substantially reduce the value of our common shares and adversely affect our ability to raise additional capital.

We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income (excluding net capital gains). The fact that we hold substantially all of our assets through the operating partnership and its subsidiaries further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long term capital gains to individual shareholders at favorable rates. We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a

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significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income that may result in our having to make distributions at disadvantageous time or to borrow funds at unfavorable rates.  Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.

We will pay some taxes even if we qualify as a REIT.

Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.

In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat U-Store-It Mini Warehouse Co. as a taxable REIT subsidiary, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our shareholders.

We are dependent upon our key personnel whose continued service is not guaranteed.

Our top executives, Dean Jernigan, Christopher Marr and Timothy Martin, have extensive self-storage, real estate and public company experience.  Although we have employment agreements with these members of our senior management team, we cannot provide any assurance that any of them will remain in our employment.  The loss of services of one or more members of our senior management team, particularly Dean Jernigan, our Chief Executive Officer, could adversely affect our operations and our future growth.

We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.

As of December 31, 2008, we had 819 field personnel involved in the management and operation of our facilities. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities. We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

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Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:

·“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and

·“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.

We have opted out of these provisions of Maryland law. However, our Board of Trustees may opt to make these provisions applicable to us at any time without shareholder approval.

Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board of Trustees, and (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board of Trustees with greater authority.  Any such action could inhibit or impede a third party from making a proposal to acquire us at a price that could be beneficial to our shareholders.

Robert J. Amsdell, our former Chairman and Chief Executive Officer; Barry L. Amsdell, a former Trustee; Todd C. Amsdell, our former Chief Operating Officer and former President of our development subsidiary; and the Amsdell Entities (collectively, “The Amsdell Family”)collectively own an approximate 23.3% beneficial interest in our company on a fully diluted basis and therefore have the ability to exercise significant influence on any matter presented to our shareholders.

The Amsdell Family collectively owns approximately 21.3% of our outstanding common shares, and an approximate 23.3% beneficial interest in our company on a fully diluted basis. Consequently, the Amsdell Family may be able to significantly influence the outcome of matters submitted for shareholder action, including the election of our Board of Trustees and approval of significant corporate transactions, including business combinations, consolidations and mergers. As a result, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell have substantial influence on us and could exercise their influence in a manner that conflicts with the interests of our other shareholders.

Our shareholders have limited control to prevent us from making any changes to our investment and financing policies.

Our Board of Trustees has adopted policies with respect to certain activities. These policies may be amended or revised from time to time at the discretion of our Board of Trustees without a vote of our shareholders. This means that our shareholders have limited control over changes in our policies. Such changes in our policies intended to improve, expand or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations and share price.

Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.

Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken by them in those capacities to the extent permitted by Maryland law. Accordingly,

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in the event that actions taken in good faith by any Trustee or officer impede our performance, our and our shareholders’ ability to recover damages from that Trustee or officer will be limited.

Our declaration of trust permits our Board of Trustees to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

Our declaration of trust permits our Board of Trustees to issue up to 40,000,000 preferred shares, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board. In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares. Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance. In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.

Many factors could have an adverse effect on the market value of our securities.

A number of factors might adversely affect the price of our securities, many of which are beyond our control.  These factors include:

·increases in market interest rates, relative to the dividend yield on our shares.  If market interest rates go up, prospective purchasers of our securities may require a higher yield.  Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution.  Thus, higher market interest rates could cause the market price of our common shares to go down;

·anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);

·perception by market professionals of REITs generally and REITs comparable to us in particular;

·level of institutional investor interest in our securities;

·relatively low trading volumes in securities of REITs;

·our results of operations and financial condition;

·investor confidence in the stock market generally; and

·additions and departures of key personnel.

The market value of our common shares is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions.  Consequently, our common shares may trade at prices that are higher or lower than our net asset value per common share.  If our future earnings or cash distributions are less than expected, it is likely that the market price of our common shares will diminish.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

20

ITEM 2.  PROPERTIES

Overview

As of December 31, 2008, we owned 387 self-storage facilities located in 26 states and the District of Columbia; and aggregating approximately 25.0 million rentable square feet. The following table sets forth certain summary information regarding our facilities by state as of December 31, 2008.

State	Number of Facilities	Number of Units	Total Rentable Square Feet	% of Total Rentable Square Feet		% of Occupied Square Feet
California	60	35,661	4,081,312	16.3	%	71.1	%
Florida	53	37,125	3,932,291	15.8	%	77.0	%
Texas	43	20,971	2,638,976	10.6	%	82.5	%
Ohio	34	15,789	1,938,114	7.8	%	79.6	%
Illinois	27	13,915	1,610,552	6.5	%	84.1	%
Tennessee	24	12,889	1,684,576	6.8	%	81.3	%
Arizona	24	12,042	1,246,942	5.0	%	80.2	%
Colorado	20	10,332	1,198,133	4.8	%	85.0	%
Connecticut	17	7,147	847,231	3.4	%	78.4	%
New Jersey	14	10,141	968,751	3.9	%	75.1	%
New Mexico	11	4,355	480,949	1.9	%	85.7	%
Georgia	9	6,178	759,535	3.0	%	77.3	%
Indiana	9	5,202	593,976	2.4	%	80.0	%
North Carolina	8	4,777	558,346	2.2	%	82.6	%
Maryland	5	4,196	517,982	2.1	%	81.9	%
New York	5	2,871	312,833	1.3	%	80.4	%
Utah	4	2,319	241,624	1.0	%	85.7	%
Michigan	4	1,885	270,869	1.1	%	79.7	%
Louisiana	3	1,472	201,167	0.8	%	92.2	%
Massachusetts	3	1,776	172,385	0.7	%	78.4	%
Pennsylvania	2	1,602	176,583	0.7	%	80.7	%
Virginia	2	1,181	130,927	0.5	%	68.1	%
Nevada	2	905	97,206	0.4	%	86.2	%
Alabama	1	799	129,035	0.4	%	73.9	%
Washington DC	1	754	62,695	0.2	%	86.6	%
Mississippi	1	513	61,251	0.2	%	79.6	%
Wisconsin	1	485	58,515	0.2	%	82.8	%
Total/Weighted Average	387	217,282	24,972,756	100.0	%	78.9	%

Our Facilities

The following table sets forth certain additional information with respect to each of our facilities as of December 31, 2008. Our ownership of each facility consists of a fee interest in the facility held by U-Store-It, L.P., our operating partnership, or one of its subsidiaries, except for our Morris Township, NJ facility, where we have a ground lease. In addition, small parcels of land at five of our other facilities are subject to ground leases.

21

Facility Location	Year Acquired/ Developed (1)	Year Built	Rentable Square Feet	Occupancy (2)		Units	Manager Apartment (3)	% Climate Controlled (4)
Mobile, AL †	1997	1974/90	129,035	73.9	%	799	Y	2.6	%
Chandler, AZ	2005	1985	47,520	90.4	%	461	Y	6.9	%
Glendale, AZ	1998	1987	56,830	85.8	%	546	Y	0.0	%
Green Valley, AZ	2005	1985	25,050	70.7	%	258	N	8.0	%
Mesa I, AZ	2006	1985	52,375	79.9	%	515	N	0.0	%
Mesa II, AZ	2006	1981	45,345	79.4	%	411	Y	8.4	%
Mesa III, AZ	2006	1986	58,264	75.2	%	507	Y	4.1	%
Phoenix I, AZ	2006	1987	100,812	73.2	%	797	Y	8.8	%
Phoenix II, AZ	2006	1974	45,270	76.4	%	433	Y	4.7	%
Scottsdale, AZ	1998	1995	81,125	75.5	%	679	Y	9.5	%
Tempe, AZ	2005	1975	53,840	80.1	%	404	Y	12.4	%
Tucson I, AZ	1998	1974	59,350	85.2	%	490	Y	0.0	%
Tucson II, AZ	1998	1988	43,950	78.3	%	515	Y	100.0	%
Tucson III, AZ	2005	1979	49,772	79.6	%	491	N	0.0	%
Tucson IV, AZ	2005	1982	48,008	87.6	%	515	Y	3.6	%
Tucson V, AZ	2005	1982	45,234	74.0	%	419	Y	3.0	%
Tucson VI, AZ	2005	1982	40,766	80.5	%	427	Y	3.4	%
Tucson VII, AZ	2005	1982	52,688	89.9	%	618	Y	2.0	%
Tucson VIII, AZ	2005	1979	46,650	77.9	%	472	Y	0.0	%
Tucson IX, AZ	2005	1984	67,656	79.2	%	623	Y	2.0	%
Tucson X, AZ	2005	1981	46,350	79.7	%	458	N	0.0	%
Tucson XI, AZ	2005	1974	42,800	86.8	%	436	Y	0.0	%
Tucson XII, AZ	2005	1974	42,325	79.3	%	452	Y	4.8	%
Tucson XIII, AZ	2005	1974	45,792	81.6	%	542	Y	0.0	%
Tucson XIV, AZ	2005	1976	49,170	82.4	%	573	Y	8.8	%
Apple Valley I, CA	1997	1984	73,340	44.7	%	579	N	0.0	%
Apple Valley II, CA	1997	1988	62,115	71.3	%	485	Y	7.0	%
Benicia, CA	2005	1988/93/05	74,770	82.7	%	753	Y	0.0	%
Bloomington I, CA	1997	1987	28,425	86.1	%	218	N	0.0	%
Bloomington II, CA †	1997	1987	25,860	82.2	%	20	N	0.0	%
Cathedral City, CA †	2006	1982/92	129,048	49.1	%	999	Y	1.9	%
Citrus Heights, CA	2005	1987	75,620	59.0	%	677	Y	0.0	%
Diamond Bar, CA	2005	1988	103,034	83.6	%	918	Y	0.0	%
Escondido, CA	2007	2002	143,170	89.5	%	1239	Y	6.7	%
Fallbrook, CA	1997	1985/88	46,170	82.2	%	455	Y	0.0	%
Hemet, CA	1997	1989	66,040	71.4	%	437	Y	0.0	%
Highland I, CA	1997	1987	76,765	54.5	%	841	Y	0.0	%
Highland II, CA	2006	1982	62,257	60.5	%	519	Y	0.0	%
Lancaster, CA	2001	1987	60,825	61.5	%	393	Y	0.0	%
Long Beach, CA	2006	1974	125,213	73.1	%	1409	Y	0.0	%
Murrieta, CA	2005	1996	49,840	81.4	%	433	Y	2.9	%
North Highlands, CA	2005	1980	57,244	79.9	%	477	N	0.0	%
Orangevale, CA	2005	1980	50,542	68.9	%	549	Y	0.0	%
Palm Springs I, CA	2006	1989	72,775	67.3	%	567	Y	0.0	%
Palm Springs II, CA †	2006	1982/89	122,370	50.1	%	628	Y	8.7	%
Pleasanton, CA	2005	2003	82,015	81.0	%	704	Y	0.0	%
Rancho Cordova, CA	2005	1979	53,928	73.4	%	480	Y	0.0	%
Redlands, CA	1997	1985	62,805	79.2	%	543	N	0.0	%
Rialto I, CA	1997	1987	57,371	83.4	%	507	Y	0.0	%
Rialto II, CA	2006	1980	99,783	81.2	%	752	Y	0.0	%
Riverside I, CA	1997	1989	28,360	86.1	%	229	N	0.0	%
Riverside II, CA †	1997	1989	20,420	49.3	%	18	N	0.0	%
Riverside III, CA	1998	1989	46,809	76.9	%	436	Y	0.0	%
Riverside IV, CA	2006	1977	67,320	77.4	%	681	Y	0.0	%
Riverside V, CA	2006	1985	85,496	52.7	%	831	Y	3.9	%
Riverside VI, CA	2007	2004	74,900	65.7	%	436	Y	12.7	%
Roseville, CA	2005	1979	60,094	70.5	%	573	N	0.0	%
Sacramento I, CA	2005	1979	50,839	79.2	%	541	Y	0.0	%
Sacramento II, CA	2005	1986	61,890	72.3	%	583	Y	0.0	%
San Bernardino I, CA	1997	1987	83,278	70.5	%	584	Y	2.0	%
San Bernardino II, CA	1997	1987	31,070	70.0	%	255	N	0.0	%
San Bernardino III, CA	1997	1989	57,215	65.8	%	584	Y	0.0	%
San Bernardino IV, CA	1997	1991	41,546	78.4	%	375	Y	0.0	%
San Bernardino V, CA	1997	1985/92	35,671	76.7	%	405	N	0.0	%
San Bernardino VI, CA	2005	2002/04	83,507	83.2	%	769	N	11.8	%
San Bernardino VII, CA	2006	1974	56,795	66.4	%	496	Y	4.2	%
San Bernardino VIII, CA	2006	1975	118,456	42.6	%	1083	N	0.0	%
San Bernardino IX, CA	2006	1978	78,839	73.3	%	653	Y	1.3	%
San Bernardino X, CA	2006	1977	111,904	55.5	%	1001	Y	0.0	%
San Marcos, CA	2005	1979	37,430	91.3	%	246	Y	0.0	%
Santa Ana, CA	2006	1984	64,931	72.8	%	736	N	2.5	%
South Sacramento, CA	2005	1979	51,890	62.9	%	431	Y	0.0	%
South Palmetto, CA	1998	1982	80,555	73.4	%	793	Y	0.0	%

22

Facility Location	Year Acquired/ Developed (1)	Year Built	Rentable Square Feet	Occupancy (2)		Units	Manager Apartment (3)	% Climate Controlled (4)
Spring Valley, CA	2006	1980	55,080	82.8	%	709	Y	0.0	%
Sun City, CA	1998	1989	38,435	87.9	%	357	N	0.0	%
Temecula I, CA	1998	1985/2003	81,700	74.3	%	696	Y	46.4	%
Temecula II, CA	2006	2003	84,380	70.9	%	659	Y	51.2	%
Thousand Palms, CA	2006	1988/01	72,970	48.3	%	788	Y	63.5	%
Vista I, CA	2001	1988	74,355	91.5	%	611	Y	0.0	%
Vista II, CA	2005	2001/02/03	147,721	78.1	%	1273	Y	2.3	%
Walnut, CA	2005	1987	50,708	74.7	%	538	Y	9.2	%
West Sacramento, CA	2005	1984	39,715	82.1	%	486	Y	0.0	%
Westminster, CA	2005	1983/98	68,148	92.2	%	562	Y	0.0	%
Yucaipa, CA	1997	1989	77,560	75.5	%	661	Y	0.0	%
Aurora I, CO	2005	1981	75,667	79.9	%	620	Y	0.0	%
Aurora II, CO	2005	1984	57,609	83.5	%	474	Y	5.0	%
Aurora III, CO	2005	1977	28,730	91.6	%	311	Y	0.0	%
Aurora IV, CO	2006	1998/99	49,700	78.5	%	352	N	0.0	%
Avon, CO	2005	1989	28,227	82.3	%	387	Y	22.7	%
Boulder I, CO	2006	1972/75/77	46,996	84.2	%	524	Y	0.0	%
Boulder II, CO	2006	1983/84	101,120	84.5	%	1092	Y	0.0	%
Boulder III, CO	2006	1974/78	80,244	78.4	%	782	Y	0.0	%
Boulder IV, CO	2006	1983/98	95,148	85.9	%	713	Y	7.1	%
Colorado Springs I, CO	2005	1986	47,975	78.1	%	465	Y	0.0	%
Colorado Springs II, CO	2006	2001	62,400	91.3	%	433	Y	0.0	%
Denver I, CO	2005	1987	58,050	85.4	%	428	Y	4.4	%
Denver II, CO	2006	1997	59,200	88.1	%	451	Y	0.0	%
Denver III, CO	2006	1999	63,700	80.5	%	444	Y	0.0	%
Englewood, CO	2005	1981	51,000	92.5	%	366	Y	0.0	%
Federal Heights, CO	2005	1980	54,770	90.3	%	554	Y	0.0	%
Golden, CO	2005	1985	85,830	91.2	%	625	Y	1.2	%
Littleton I, CO	2005	1987	53,490	84.2	%	451	Y	37.4	%
Littleton II, CO	2005	1982	46,175	89.8	%	362	Y	0.0	%
Northglenn, CO	2005	1980	52,102	83.0	%	498	Y	0.0	%
Bloomfield, CT	1997	1987/93/94	48,700	78.2	%	443	Y	6.6	%
Branford, CT	1995	1986	50,679	84.6	%	431	N	2.2	%
Bristol, CT	2005	1989/99	47,825	85.0	%	452	N	22.6	%
East Windsor, CT	2005	1986/89	45,900	80.7	%	305	N	0.0	%
Enfield, CT	2001	1989	52,875	83.5	%	375	N	0.0	%
Gales Ferry, CT	1995	1987/89	54,230	72.8	%	597	N	6.8	%
Manchester I, CT (6)	2002	1999/00/01	47,125	69.6	%	466	N	37.6	%
Manchester II, CT	2005	1984	52,725	74.8	%	410	N	0.0	%
Milford, CT	1994	1975	44,885	79.3	%	376	Y	4.0	%
Monroe, CT	2005	1996/03	58,500	81.4	%	403	N	0.0	%
Mystic, CT	1994	1975/86	50,850	73.1	%	547	Y	2.4	%
Newington I, CT	2005	1978/97	42,520	83.8	%	252	N	0.0	%
Newington II, CT	2005	1979/81	35,810	83.4	%	201	N	0.0	%
Old Saybrook I, CT	2005	1982/88/00	87,500	79.0	%	713	N	6.3	%
Old Saybrook II, CT	2005	1988/02	26,425	71.9	%	254	N	54.6	%
South Windsor, CT	1994	1976	71,725	72.4	%	555	Y	1.1	%
Stamford, CT	2005	1997	28,957	81.1	%	367	N	32.8	%
Washington, DC	2008	2002	62,695	86.6	%	754	Y	96.5	%
Boca Raton, FL	2001	1998	37,958	92.1	%	605	Y	68.2	%
Boynton Beach I, FL	2001	1999	61,987	79.0	%	772	Y	54.2	%
Boynton Beach II, FL	2005	2001	61,751	72.4	%	589	Y	82.3	%
Bradenton I, FL	2004	1979	68,466	56.8	%	643	N	2.8	%
Bradenton II, FL	2004	1996	87,810	75.7	%	861	Y	40.1	%
Cape Coral, FL	2000*	2000	76,592	74.1	%	864	Y	83.5	%
Dania, FL	1994	1988	58,270	84.0	%	498	Y	26.9	%
Dania Beach, FL (6)	2004	1984	182,693	78.5	%	1987	N	20.5	%
Davie, FL	2001*	2001	81,035	79.8	%	849	Y	55.7	%
Deerfield Beach, FL	1998*	1998	57,350	81.0	%	518	Y	38.9	%
Delray Beach, FL	2001	1999	67,821	83.2	%	822	Y	39.3	%
Fernandina Beach, FL	1996	1986	112,165	68.7	%	854	N	35.5	%
Ft. Lauderdale, FL	1999	1999	70,593	88.5	%	699	Y	46.5	%
Ft. Myers, FL	1998	1998	67,546	71.8	%	601	Y	67.0	%
Jacksonville I, FL	2005	2005	80,336	67.9	%	735	N	100.0	%
Jacksonville II, FL	2007	2004	65,020	86.5	%	677	N	100.0	%
Jacksonville III, FL	2007	2003	65,595	83.8	%	699	N	100.0	%
Jacksonville IV, FL	2007	2006	78,374	53.9	%	720	N	74.9	%
Jacksonville V, FL	2007	2004	81,995	78.2	%	713	N	82.3	%
Kendall, FL	2007	2003	75,395	80.0	%	703	N	71.0	%
Lake Worth, FL †	1998	1998/02	161,828	84.0	%	1398	Y	37.3	%
Lakeland I, FL	1994	1988	49,007	85.6	%	491	Y	79.0	%
Lutz I, FL	2004	2000	66,595	70.6	%	618	Y	37.2	%

23

Facility Location	Year Acquired/ Developed (1)	Year Built	Rentable Square Feet	Occupancy (2)		Units	Manager Apartment (3)	% Climate Controlled (4)
Lutz II, FL	2004	1999	69,232	74.3	%	533	Y	20.6	%
Margate I, FL †	1994	1979/81	54,405	84.6	%	339	N	9.8	%
Margate II, FL †	1996	1985	65,186	85.7	%	433	Y	28.8	%
Merrit Island, FL	2000	2000	50,447	85.7	%	465	Y	56.7	%
Miami I, FL	1995	1995	46,925	88.8	%	565	Y	52.2	%
Miami II, FL	1994	1989	67,060	78.6	%	567	Y	8.0	%
Miami III, FL	1995	1976	78,465	83.9	%	342	N	4.0	%
Miami IV, FL	2005	1988/03	150,510	68.2	%	1519	Y	86.8	%
Naples I, FL	1996	1996	48,150	73.3	%	339	Y	26.6	%
Naples II, FL	1997	1985	65,850	78.3	%	667	Y	44.6	%
Naples III, FL	1997	1981/83	80,699	70.2	%	830	N	23.9	%
Naples IV, FL	1998	1990	40,725	70.5	%	449	Y	43.6	%
Ocoee, FL	2005	1997	76,280	83.2	%	630	N	15.5	%
Orange City, FL	2004	2001	59,586	82.4	%	652	Y	39.1	%
Orlando I, FL (6)	1997	1987	52,170	76.5	%	505	N	4.9	%
Orlando II, FL	2005	2002/04	63,114	83.8	%	589	Y	74.2	%
Orlando III, FL	2006	1988/90/96	104,165	77.3	%	787	Y	6.9	%
Oviedo, FL	2006	1988/1991	49,051	83.1	%	430	Y	3.3	%
Pembroke Pines, FL	1997	1997	67,337	85.4	%	706	N	63.2	%
Royal Palm Beach I, FL †	1994	1988	98,961	58.8	%	676	N	54.5	%
Royal Palm Beach II, FL	2007	2004	81,440	78.8	%	774	Y	82.3	%
Sanford, FL	2006	1988/2006	61,960	84.4	%	439	Y	28.8	%
Sarasota, FL	1998	1998	71,102	67.2	%	537	Y	42.5	%
St. Augustine, FL	1996	1985	59,725	79.4	%	703	N	29.9	%
Stuart, FL	1997	1995	86,883	70.9	%	983	N	51.4	%
SW Ranches, FL	2007	2004	64,955	82.4	%	647	Y	85.3	%
Tampa I, FL	2001	1985	55,997	81.9	%	478	N	17.1	%
Tampa II, FL	2007	2001/2002	83,763	76.5	%	798	Y	28.5	%
West Palm Beach I, FL	2001	1997	68,063	74.1	%	993	Y	47.2	%
West Palm Beach II, FL	2004	1996	93,903	75.7	%	834	Y	74.4	%
Alpharetta, GA	2001	1996	90,485	73.9	%	664	N	75.1	%
Austell, GA	2006	2000	83,525	72.5	%	652	Y	66.0	%
Decatur, GA	1998	1986	148,480	79.5	%	1332	Y	0.6	%
Norcross, GA	2001	1997	85,390	66.7	%	599	N	55.3	%
Peachtree City, GA	2001	1997	49,845	76.9	%	446	Y	75.6	%
Smyrna, GA	2001	2000	56,820	90.9	%	504	Y	100.0	%
Snellville, GA	2007	1996/1997	80,000	88.4	%	765	Y	27.1	%
Suwanee I, GA	2007	2000/2003	85,600	77.8	%	625	N	28.6	%
Suwanee II, GA	2007	2005	79,390	72.2	%	591	Y	61.1	%
Addison, IL	2004	1979	31,325	90.2	%	372	Y	0.0	%
Aurora, IL	2004	1996	74,085	74.9	%	553	Y	6.9	%
Bartlett, IL	2004	1987	51,425	90.4	%	412	Y	33.1	%
Bellwood, IL	2001	1999	86,525	88.9	%	744	N	52.2	%
Des Plaines, IL (6)	2004	1978	74,400	90.4	%	643	Y	0.0	%
Elk Grove Village, IL	2004	1987	64,304	89.9	%	637	Y	5.6	%
Glenview, IL	2004	1998	100,115	87.6	%	742	Y	100.0	%
Gurnee, IL	2004	1987	80,275	80.8	%	726	N	34.1	%
Hanover, IL	2004	1987	41,174	82.4	%	411	Y	0.4	%
Harvey, IL	2004	1987	60,140	92.6	%	577	Y	3.0	%
Joliet, IL	2004	1993	74,350	57.8	%	483	Y	98.9	%
Kildeer, IL	2004	1988	46,475	91.5	%	431	N	0.0	%
Lombard, IL	2004	1981	58,088	87.6	%	553	Y	9.8	%
Mount Prospect, IL	2004	1979	64,900	93.2	%	594	Y	12.7	%
Mundelein, IL	2004	1990	44,700	84.8	%	491	N	8.9	%
North Chicago, IL	2004	1985	53,300	91.0	%	431	N	0.0	%
Plainfield I, IL	2004	1998	53,900	84.6	%	401	N	3.3	%
Plainfield II, IL	2005	2000	52,100	66.6	%	349	N	22.7	%
Schaumburg, IL	2004	1988	31,235	81.4	%	323	N	5.6	%
Streamwood, IL	2004	1982	64,305	83.3	%	572	N	4.4	%
Warrensville, IL	2005	1977/89	48,796	85.6	%	376	Y	0.0	%
Waukegan, IL	2004	1977	79,750	83.9	%	691	Y	8.4	%
West Chicago, IL	2004	1979	48,425	81.4	%	426	Y	0.0	%
Westmont, IL	2004	1979	53,700	90.6	%	392	N	0.0	%
Wheeling I, IL	2004	1974	54,210	88.7	%	501	Y	0.0	%
Wheeling II, IL	2004	1979	67,825	77.3	%	615	N	7.3	%
Woodridge, IL	2004	1987	50,725	80.5	%	469	N	7.6	%
Indianapolis I, IN	2004	1987	43,600	88.8	%	327	Y	0.0	%
Indianapolis II, IN	2004	1997	44,900	81.1	%	456	Y	15.6	%
Indianapolis III, IN	2004	1999	60,850	79.9	%	498	Y	32.8	%
Indianapolis IV, IN	2004	1976	62,909	83.2	%	540	Y	0.0	%
Indianapolis V, IN	2004	1999	74,825	84.5	%	584	Y	33.6	%
Indianapolis VI, IN	2004	1976	73,353	82.3	%	728	Y	0.0	%

24

Facility Location	Year Acquired/ Developed (1)	Year Built	Rentable Square Feet	Occupancy (2)		Units	Manager Apartment (3)	% Climate Controlled (4)
Indianapolis VII, IN	2004	1992	91,807	78.6	%	815	Y	6.4	%
Indianapolis VIII, IN	2004	1975	80,000	75.9	%	706	Y	0.0	%
Indianapolis IX, IN	2004	1976	61,732	69.1	%	548	Y	0.0	%
Baton Rouge I, LA	1997	1980	41,300	93.9	%	370	Y	9.9	%
Baton Rouge II, LA	1997	1980/1995	80,327	93.2	%	579	Y	40.4	%
Slidell, LA	2001	1998	79,540	90.4	%	523	Y	46.6	%
Boston, MA	2002	2001	60,270	76.8	%	627	Y	100.0	%
Leominster, MA	1998	1987/88/00	53,823	75.2	%	500	Y	38.5	%
Medford, MA	2007	2001	58,292	83.1	%	649	N	95.9	%
Baltimore, MD	2001	1999/00	93,625	77.0	%	840	Y	45.4	%
California, MD	2004	1998	77,840	76.0	%	736	Y	39.0	%
Gaithersburg, MD	2005	1998	86,970	81.4	%	791	Y	42.0	%
Laurel, MD †	2001	1978/99/00	162,297	91.1	%	1021	N	41.0	%
Temple Hills, MD	2001	2000	97,250	76.7	%	808	Y	68.8	%
Grand Rapids, MI	1996	1976	87,381	70.7	%	525	Y	0.0	%
Portage, MI (6)	1996	1980	50,280	89.3	%	386	N	0.0	%
Romulus, MI	1997	1997	42,050	85.9	%	339	Y	7.4	%
Wyoming, MI	1996	1987	91,158	80.2	%	635	N	0.0	%
Gulfport, MS	1997	1977/93	61,251	79.6	%	513	Y	33.5	%
Belmont, NC	2001	1996/97/98	80,948	80.4	%	588	N	23.6	%
Burlington I, NC	2001	1990/91/93/94/98	109,446	70.1	%	959	N	4.7	%
Burlington II, NC	2001	1991	42,880	87.8	%	395	Y	11.9	%
Cary, NC	2001	1993/94/97	111,772	85.6	%	795	N	7.3	%
Charlotte, NC	1999	1999	69,000	89.2	%	736	Y	52.8	%
Fayetteville I, NC	1997	1981	41,400	91.4	%	343	N	0.0	%
Fayetteville II, NC	1997	1993/95	54,225	85.5	%	546	Y	11.9	%
Raleigh, NC	1998	1994/95	48,675	83.0	%	415	Y	8.2	%
Brick, NJ	1994	1981	52,740	73.1	%	439	N	0.0	%
Clifton, NJ	2005	2001	105,550	80.8	%	1020	Y	85.5	%
Cranford, NJ	1994	1987	91,250	80.9	%	847	Y	7.9	%
East Hanover, NJ	1994	1983	107,679	66.9	%	984	N	1.6	%
Elizabeth, NJ	2005	1925/97	38,945	58.8	%	675	N	0.0	%
Fairview, NJ	1997	1989	27,925	86.2	%	448	N	100.0	%
Hamilton, NJ	2006	1990	70,550	60.7	%	612	Y	0.0	%
Hoboken, NJ	2005	1945/97	34,180	90.5	%	742	N	100.0	%
Jersey City, NJ	1994	1985	91,311	86.4	%	1087	Y	0.0	%
Linden, NJ	1994	1983	100,125	71.0	%	1117	N	2.8	%
Morris Township, NJ (5)	1997	1972	71,776	78.9	%	566	Y	1.3	%
Parsippany, NJ	1997	1981	66,325	77.2	%	583	Y	6.9	%
Randolph, NJ	2002	1998/99	52,565	73.7	%	555	Y	82.5	%
Sewell, NJ	2001	1984/98	57,830	71.1	%	466	N	5.3	%
Albuquerque I, NM	2005	1985	65,927	89.2	%	615	Y	3.2	%
Albuquerque II, NM	2005	1985	58,798	86.4	%	536	Y	4.1	%
Albuquerque III, NM	2005	1978	41,016	91.9	%	451	N	4.3	%
Albuquerque IV, NM	2005	1986	57,611	87.8	%	524	Y	4.7	%
Albuquerque V, NM	2006	1994	52,217	85.5	%	420	Y	10.2	%
Carlsbad, NM	2005	1975	39,999	97.3	%	343	Y	0.0	%
Deming, NM	2005	1973/83	33,005	85.2	%	242	Y	0.0	%
Las Cruces, NM	2005	1984	43,850	75.8	%	381	Y	3.1	%
Las Cruces, NM	2008	2007	21,890	31.7	%	156	N	11.4	%
Lovington, NM	2005	1975	15,751	96.8	%	264	Y	0.0	%
Silver City, NM	2005	1972	26,875	93.7	%	253	Y	0.0	%
Truth or Consequences, NM	2005	1977/99/00	24,010	91.8	%	170	Y	0.0	%
Las Vegas I, NV †	2006	1986	48,306	91.4	%	383	Y	5.4	%
Las Vegas II, NV	2006	1997	48,900	81.1	%	522	N	76.5	%
Jamaica, NY	2001	2000	88,815	67.9	%	916	Y	34.1	%
New Rochelle, NY	2005	1998	48,431	86.9	%	398	N	15.0	%
North Babylon, NY	1998	1988/99	78,338	89.1	%	649	N	9.2	%
Riverhead, NY	2005	1985/86/99	38,640	91.8	%	329	N	0.0	%
Southold, NY	2005	1989	58,609	75.0	%	579	N	3.1	%
Boardman, OH	1980	1980/89	65,495	74.4	%	509	Y	24.0	%
Brecksville, OH	1998	1970/89	58,452	85.8	%	440	Y	25.2	%
Canton I, OH	2005	1979/87	39,750	63.2	%	409	N	0.0	%
Canton II, OH	2005	1997	26,200	85.7	%	191	Y	0.0	%
Centerville I, OH	2004	1976	86,390	69.5	%	640	Y	0.0	%
Centerville II, OH	2004	1976	43,350	75.3	%	305	N	0.0	%
Cleveland I, OH	2005	1997/99	45,950	93.5	%	336	Y	4.9	%
Cleveland II, OH	2005	2000	58,425	69.9	%	569	Y	0.0	%
Columbus, OH	2006	1999	72,075	65.5	%	607	Y	26.1	%
Dayton I, OH	2004	1978	43,100	79.9	%	340	N	0.0	%
Dayton II, OH	2005	1989/00	48,149	85.7	%	387	Y	1.7	%
Euclid I, OH	1988*	1988	46,910	78.8	%	422	Y	22.2	%

25

Facility Location	Year Acquired/ Developed (1)	Year Built	Rentable Square Feet	Occupancy (2)		Units	Manager Apartment (3)	% Climate Controlled (4)
Euclid II, OH	1988*	1988	47,275	81.4	%	377	Y	0.0	%
Grove City, OH	2006	1997	89,290	82.3	%	776	Y	16.9	%
Hilliard, OH	2006	1995	89,715	69.7	%	780	Y	24.5	%
Lakewood, OH	1989*	1989	39,337	85.1	%	458	Y	24.6	%
Louisville, OH	2005	1988/90	53,960	79.3	%	381	N	0.0	%
Marblehead, OH	2005	1988/98	52,300	80.8	%	383	Y	0.0	%
Mason, OH	1998	1981	33,900	72.9	%	282	Y	0.0	%
Mentor, OH	2005	1983/99	51,225	89.0	%	362	N	16.1	%
Miamisburg, OH	2004	1975	59,930	78.9	%	429	Y	0.0	%
Middleburg Heights, OH	1980*	1980	93,125	87.7	%	669	N	3.8	%
North Canton I, OH	1979*	1979	45,400	82.4	%	319	N	0.0	%
North Canton II, OH	1983*	1983	44,180	76.4	%	344	Y	15.8	%
North Olmsted I, OH	1979*	1979	48,665	86.7	%	441	N	7.0	%
North Olmsted II, OH	1988*	1988	47,850	86.1	%	397	Y	14.2	%
North Randall, OH	1998*	1998/02	80,099	85.0	%	800	N	90.8	%
Perry, OH	2005	1992/97	63,700	86.8	%	418	Y	0.0	%
Reynoldsburg, OH	2006	1979	66,895	72.9	%	663	Y	0.0	%
Strongsville, OH	2007	1978	43,927	82.2	%	397	N	100.0	%
Warrensville Heights, OH	1980*	1980/82/98	90,331	76.3	%	720	Y	0.0	%
Westlake, OH	2005	2001	62,750	82.2	%	450	Y	6.1	%
Willoughby, OH	2005	1997	34,064	85.6	%	268	Y	10.1	%
Youngstown, OH	1977*	1977	65,950	83.1	%	520	Y	1.2	%
Levittown, PA	2001	2000	76,230	74.9	%	657	Y	36.3	%
Philadelphia, PA	2001	1999	100,353	85.1	%	945	N	46.0	%
Alcoa, TN	2005	1986	42,325	76.3	%	358	N	0.0	%
Antioch, TN	2005	1985/98	76,020	82.3	%	603	Y	8.4	%
Cordova I, TN	2005	1987	54,225	81.3	%	388	Y	0.0	%
Cordova II, TN	2006	1995	67,550	89.1	%	716	N	7.2	%
Knoxville I, TN	1997	1984	29,377	71.9	%	294	Y	6.8	%
Knoxville II, TN	1997	1985	38,000	83.6	%	337	Y	6.9	%
Knoxville III, TN	1998	1991	45,736	86.3	%	451	Y	6.9	%
Knoxville IV, TN	1998	1983	58,852	76.1	%	440	N	1.1	%
Knoxville V, TN	1998	1977	42,790	82.4	%	372	N	0.0	%
Knoxville VI, TN	2005	1975	63,440	84.0	%	587	Y	0.0	%
Knoxville VII, TN	2005	1983	55,094	80.5	%	449	Y	0.0	%
Knoxville VIII, TN	2005	1978	95,868	81.4	%	770	Y	0.0	%
Memphis I, TN	2001	1999	91,000	82.8	%	696	N	50.8	%
Memphis II, TN	2001	2000	71,910	76.9	%	559	N	46.3	%
Memphis III, TN	2005	1983	41,017	89.3	%	355	N	6.9	%
Memphis IV, TN	2005	1986	38,714	82.8	%	325	Y	7.8	%
Memphis V, TN	2005	1981	60,120	87.6	%	495	Y	0.0	%
Memphis VI, TN	2006	1985/93	110,171	77.1	%	877	Y	3.2	%
Memphis VII, TN	2006	1980/85	115,303	73.9	%	575	N	0.0	%
Memphis VIII, TN †	2006	1990	96,060	72.3	%	559	Y	0.0	%
Nashville I, TN	2005	1984	103,830	82.6	%	694	Y	0.0	%
Nashville II, TN	2005	1986/00	83,274	87.2	%	632	Y	6.5	%
Nashville III, TN	2006	1985	101,475	85.0	%	634	Y	5.2	%
Nashville IV, TN	2006	1986/00	102,425	85.0	%	723	N	7.0	%
Austin I, TX	2005	2001	59,595	76.3	%	542	Y	58.9	%
Austin II, TX	2006	2000/03	65,401	93.6	%	594	Y	38.8	%
Austin III, TX	2006	2004	71,010	81.3	%	581	Y	84.9	%
Baytown, TX	2005	1981	38,950	89.8	%	363	Y	0.0	%
Bryan, TX	2005	1994	60,450	76.6	%	495	Y	0.0	%
College Station, TX	2005	1993	26,550	79.9	%	346	N	0.0	%
Dallas, TX	2005	2000	58,907	90.2	%	552	Y	26.7	%
Denton, TX	2006	1996	60,836	84.2	%	463	Y	3.9	%
El Paso I, TX	2005	1980	59,702	84.0	%	509	N	0.9	%
El Paso II, TX	2005	1980	48,704	87.8	%	413	Y	0.0	%
El Paso III, TX	2005	1980	71,276	86.7	%	595	Y	2.0	%
El Paso IV, TX	2005	1983	58,958	73.5	%	525	Y	3.6	%
El Paso V, TX	2005	1982	62,300	78.5	%	404	Y	0.0	%
El Paso VI, TX	2005	1985	36,620	80.0	%	257	N	0.0	%
El Paso VII, TX †	2005	1982	34,545	81.3	%	17	N	0.0	%
Fort Worth I, TX	2005	2000	49,778	79.9	%	405	Y	27.0	%
Fort Worth II, TX	2006	2003	72,925	87.1	%	659	N	49.0	%
Frisco I, TX	2005	1996	50,854	77.0	%	436	Y	17.5	%
Frisco II, TX	2005	1998/02	71,239	82.1	%	513	Y	22.5	%
Frisco III, TX	2006	2004	75,225	72.7	%	609	Y	85.7	%
Garland I, TX	2006	1991	70,120	90.2	%	681	Y	4.4	%
Garland II, TX	2006	2004	68,475	80.5	%	476	Y	39.7	%
Greenville I, TX	2005	2001/04	59,385	84.0	%	452	Y	28.8	%
Greenville II, TX	2005	2001	44,900	82.0	%	318	N	36.3	%

26

Facility Location	Year Acquired/ Developed (1)	Year Built	Rentable Square Feet	Occupancy (2)		Units	Manager Apartment (3)	% Climate Controlled (4)
Houston I, TX	2005	1981	101,350	94.0	%	635	Y	0.0	%
Houston II, TX	2005	1977	71,300	97.6	%	391	Y	0.0	%
Houston III, TX	2005	1984	61,145	92.1	%	464	Y	4.3	%
Houston IV, TX	2005	1987	43,775	92.5	%	380	Y	6.2	%
Houston V, TX †	2006	1980/1997	127,145	80.4	%	1008	Y	54.7	%
Keller, TX	2006	2000	61,885	91.4	%	488	Y	21.1	%
La Porte, TX	2005	1984	45,100	93.2	%	432	Y	18.6	%
Lewisville, TX	2006	1996	58,190	66.2	%	426	Y	19.3	%
Mansfield, TX	2006	2003	63,075	82.1	%	495	Y	38.4	%
McKinney I, TX	2005	1996	47,020	87.7	%	369	Y	9.2	%
McKinney II, TX	2006	1996	70,050	86.7	%	540	Y	46.3	%
North Richland Hills, TX	2005	2002	57,175	85.8	%	440	N	47.6	%
Roanoke, TX	2005	1996/01	59,300	83.6	%	449	Y	30.0	%
San Antonio I, TX	2005	2005	73,930	65.5	%	575	Y	78.6	%
San Antonio II, TX	2006	2005	73,180	78.0	%	670	N	82.3	%
San Antonio III, TX	2007	2006	72,375	63.4	%	568	N	87.1	%
Sherman I, TX	2005	1998	55,050	73.6	%	507	N	20.8	%
Sherman II, TX	2005	1996	48,425	74.0	%	392	Y	30.9	%
Spring, TX	2006	1980/86	72,801	81.3	%	537	Y	14.2	%
Murray I, UT	2005	1976	60,280	87.6	%	678	Y	0.0	%
Murray II, UT †	2005	1978	71,222	87.0	%	377	N	2.6	%
Salt Lake City I, UT	2005	1976	56,446	78.1	%	754	Y	0.0	%
Salt Lake City II, UT	2005	1978	53,676	89.6	%	510	Y	0.0	%
Fredericksburg I, VA	2005	2001/04	69,475	75.2	%	607	N	21.4	%
Fredericksburg II, VA	2005	1998/01	61,452	59.9	%	574	N	100.0	%
Milwaukee, WI	2004	1988	58,515	82.8	%	485	Y	0.0	%
Total/Weighted Average (387 Facilities)			24,972,756	78.9	%	217,282

* Denotes facilities developed by us.

† Denotes facilities that contain a significant amount of commercial rentable square footage.  All of this commercial space, which was developed in conjunction with the self-storage units, is located within or adjacent to our self-storage facilities and is managed by our self-storage facility managers.  As of December 31, 2008, there was an aggregate of approximately 449,000 rentable square feet of commercial space at these facilities.

(1) Represents the year acquired for those facilities acquired from a third party or the year developed for those facilities developed by us.

(2) Represents occupied square feet divided by total rentable square feet at December 31, 2008.

(3) Indicates whether a facility has an on-site apartment where a manager resides.

(4) Represents the percentage of rentable square feet in climate-controlled units.

(5) We do not own the land at this facility.  We leased the land pursuant to a ground lease that expires in 2013, but have eight five-year renewal options.

(6) We have ground leases for certain small parcels of land adjacent to these facilities that expire between 2009 and 2015.

27

Our growth has been achieved by internal growth and by adding facilities to our portfolio each year through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot, average occupied square feet and total revenues for our facilities owned as of December 31, 2008 for each of the last three years, grouped by the year end during which we first owned or operated the facility.

Our Facilities by Year Acquired - Average Occupied Square Feet (2)

Year Acquired (1)	# of Facilities	Rentable Square Feet	2006		2007		2008
2005 and earlier	309	18,988,250	80.2	%	82.6	%	83.1	%
2006	60	4,581,350	75.6	%	75.2	%	76.4	%
2007	17	1,318,571			71.3	%	76.1	%
2008	1	84,585					87.6	%
All Facilities Owned as of December 31, 2008	387	24,972,756	80.2	%	80.0	%	80.1	%

Our Facilities by Year Acquired - Annual Rent Per Occupied Square Foot (2)

Year Acquired (1)	# of Facilities	2006	2007	2008
2005 and earlier	309	$10.52	$10.42	$11.20
2006	60	10.21	10.25	11.01
2007	17		11.13	12.44
2008	1			21.65
All Facilities Owned as of December 31, 2008	387	$10.61	$10.98	$11.84

(1)  For facilities developed by us, “Year Acquired” represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.

(2)  Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period. Rental revenue includes customer rental revenues, access, administrative and late fees and revenues from auctions, but does not include ancillary revenues generated at our facilities.

28

Facilities by Year Acquired - Average Occupied Square Feet (2)

Year Acquired (1)	# of Facilities	2006	2007	2008
2005 and earlier	309	16,587,297	16,489,127	15,523,908
2006	60	3,465,677	3,452,109	3,501,679
2007	17		934,799	1,003,961
2008	1			58,844
All Facilities Owned as of December 31, 2008	387	20,052,974	20,876,035	20,088,392

Facilities by Year Acquired - Total Revenues (dollars in thousands) (3)

Year Acquired (1)	# of Facilities	2006		2007		2008
2005 and earlier	309	$	185,632	$	193,900	$	189,528
2006	60	26,659		37,813		39,307
2007	17			4,957		12,835
2008	1					1,340
All Facilities Owned as of December 31, 2008 (4)	387	$	212,291	$	236,670	$	243,010

(1)  For facilities developed by us, “Year Acquired” represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.

(2)  Represents the average of the aggregate month-end occupied square feet for the twelve-month period for each group of facilities.

(3)  Represents the result obtained by multiplying annual rent per occupied square foot by the average occupied square feet for the twelve-month period for each group of facilities.

(4)  Represents total revenues as presented in our historical financial statements.

Planned Renovations and Improvements

We have a capital improvement and property renovation program that includes office upgrades, adding climate control at selected units, construction of parking areas, safety and security enhancements, and general facility upgrades.  For 2009, we anticipate spending approximately $7 million to $9 million associated with these capital expenditures and expect to enhance the safety and improve the aesthetic appeal of our facilities.

ITEM 3.  LEGAL PROCEEDINGS

We are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our properties. We are involved in routine litigation arising in the ordinary course of business, none of which we believe to be material.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our shareholders during the fourth quarter of 2008.

29

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of December 31, 2008, there were approximately 56 registered record holders of our common shares. This figure does not include beneficial owners who hold shares in nominee name. The following table shows the high and low closing prices per share for our common shares, as reported by the New York Stock Exchange, and the cash dividends declared with respect to such shares:

					Cash Dividends
	High		Low		Declared
2007
First quarter	$	23.20	$	19.57	$	0.29
Second quarter	$	20.11	$	16.14	$	0.29
Third quarter	$	16.61	$	12.15	$	0.29
Fourth quarter	$	14.31	$	9.16	$	0.18
2008
First quarter	$	11.37	$	7.86	$	0.18
Second quarter	$	13.38	$	11.14	$	0.18
Third quarter	$	13.17	$	10.96	$	0.18
Fourth quarter	$	11.99	$	3.62	$	0.025

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders.  Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, we provide each of our shareholders a statement detailing distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of our dividends for 2008 was 33.12% ordinary income, 34.11% capital gain distribution and 32.77% return of capital.

We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions. Under our revolving credit facility, beginning in the fourth quarter of 2008 we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.

To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.

Share Performance Graph

The SEC requires us to present a chart comparing the cumulative total shareholder return on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning with October 22, 2004 (the first closing share price following the initial public offering of our common shares) and ending December 31, 2008.

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	Period Ending
Index	10/22/04	12/31/04	06/30/05	12/31/05	06/30/06	12/31/06	06/30/07	12/31/07	06/30/08	12/31/08
U-Store-It Trust	100.00	108.44	120.81	133.37	122.93	137.82	112.91	65.58	88.71	34.12
S&P 500	100.00	110.97	110.65	116.30	119.45	134.67	144.26	142.29	125.34	89.65
Russell 2000	100.00	115.08	113.64	120.32	130.20	142.42	151.60	140.19	127.05	92.82
NAREIT All Equity REIT Index	100.00	111.12	118.21	124.64	140.74	168.34	158.43	141.92	136.82	88.38

The following table provides information about repurchases of the Company’s common shares during the three-month period ended December 31, 2008:

	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans (1)
October	134	8.46	N/A	3,000,000
November	N/A	N/A	N/A	3,000,000
December	N/A	N/A	N/A	3,000,000
Total	134		N/A	3,000,000

(1)  On June 27, 2007, the Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the Company’s outstanding common shares.  Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased.  For the three-month period ended December 31, 2008, the Company made no repurchases under this program.

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ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial and operating data on a historical consolidated basis for the Company, and on a combined historical basis for Acquiport/Amsdell (the “Predecessor”). The selected historical financial information as of December 31, 2008 and 2007 and for each of the periods indicated in the five-year period ended December 31, 2008 were derived from the Company’s and the Predecessor’s financial statements. Historical information for the Company has not been presented prior to October 21, 2004, the date on which the Company consummated the mergers of Amsdell Partners, Inc. and High Tide LLC with and into the Company, because during the period prior to the mergers, the Company did not have material corporate activity.

The Predecessor’s combined historical financial information includes the following entities, which are the entities referred to collectively in this Form 10-K as Acquiport/Amsdell, for periods prior to October 21, 2004: the operating partnership (formerly known as Acquiport/Amsdell I Limited Partnership, which is sometimes referred to herein as “Acquiport I”) and its consolidated subsidiaries, Acquiport/Amsdell III, LLC (“Acquiport III”), Acquiport/Amsdell IV, LLC, Acquiport/Amsdell V, LLC, Acquiport/Amsdell VI, LLC, Acquiport/Amsdell VII, LLC, and USI II, LLC. The Predecessor also includes three additional facilities: Lakewood, OH; Lake Worth, FL; and Vero Beach I, FL which were contributed to our operating partnership in connection with the IPO. All intercompany balances and transactions are eliminated in consolidation and combination. At October 20, 2004, the Predecessor owned 155 self-storage facilities.

The following data should be read in conjunction with the audited financial statements and notes thereto of the Company and the Predecessor and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

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	The Company															The Predecessor (1) (5)
													Period			Period
													October 21,			January 1,
													through			through
	Year Ended December 31,												December 31,			October 20,
	2008			2007			2006			2005			2004			2004
	(in thousands, except per share data)
Statement of Operations Data:
Revenues:
Rental income	$	219,917		$	203,036		$	186,088		$	127,571		$	20,061		$	65,722
Other property related income	16,483			16,081			14,101			9,391			1,347			3,211
Other - related party	—			365			457			405			71			—
Total revenues	236,400			219,482			200,646			137,367			21,479			68,933
Operating expenses:
Property operating expenses	99,182			92,771			81,551			51,603			9,096			26,170
Property operating expense - related party	—			59			69			43			—			—
Depreciation and amortization	77,580			68,424			62,401			38,049			5,539			16,528
Asset write-off	—			—			305			—			—			—
Lease abandonment	—			1,316			—			—			—			—
General and administrative	24,964			21,966			21,675			17,786			4,140			—
General and administrative - related party	—			337			613			736			114			—
Management fees — related party (2)	—			—			—			—			—			3,689
Total operating expenses	201,726			184,873			166,614			108,217			18,889			46,387
Operating income	34,674			34,609			34,032			29,150			2,590			22,546
Interest:
Interest expense on loans	(52,014		)	(54,108		)	(45,628		)	(31,907		)	(4,428		)	(19,385		)
Loan procurement amortization expense	(1,929		)	(1,772		)	(1,972		)	(2,045		)	(286		)	(5,958		)
Early extinguishment of debt	—			—			(1,907		)	(93		)	(7,012		)	—
Costs incurred to acquire management company —  related party	—			—			—			—			(22,152		)	—
Interest income	153			401			1,336			2,404			37			69
Other	94			118			191			(47		)	(78		)	—
Total	(53,696		)	(55,361		)	(47,980		)	(31,688		)	(33,919		)	(25,274		)
Loss from continuing operations before minority interest	(19,022		)	(20,752		)	(13,948		)	(2,538		)	(31,329		)	(2,728		)
Minority interest	1,482			1,704			424			(312		)	883			—
Loss from continuing operations	(17,540		)	(19,048		)	(13,524		)	(2,850		)	(30,446		)	(2,728		)
Discontinued operations:
Income from operations	2,404			3,988			4,624			4,040			522			—
Gain on sale of storage facilities	19,720			2,517			—			179			—			—
Minority interest attributable to discontinued operations	(1,792		)	(534		)	349			199			15			—
Income from discontinued operations	20,332			5,971			4,973			4,418			537			—
Net income (loss)	$	2,792		$	(13,077	)	$	(8,551	)	$	1,568		$	(29,909	)	$	(2,728	)
Basic and diluted earnings (loss) per share from continuing operations	$	(0.30	)	$	(0.33	)	$	(0.24	)	$	(0.07	)	$	(0.81	)
Basic and diluted earnings per share from discontinued operations	$	0.35		$	0.11		$	0.09		$	0.11		$	0.01
Basic and diluted earnings (loss) per share	$	0.05		$	(0.22	)	$	(0.15	)	$	0.04		$	(0.80	)
Weighted average basic common shares outstanding (3)	57,621			57,497			57,287			42,120			37,478
Weighted average diluted common shares outstanding (3)	57,621			57,497			57,287			42,120			37,478
Distribution declared per share (4)	$	0.565		$	1.05		$	1.16		$	1.13		$	0.20

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	The Company															The Predecessor (1) (5)
													Period			Period
													October 21,			January 1,
													through			through
	Year Ended December 31,												December 31,			October 20,
	2008			2007			2006			2005			2004			2004
	(in thousands, except per share data)
Balance Sheet Data (as of end of period):
Storage facilities, net	$	1,559,958		$	1,647,118		$	1,566,815		$	1,246,295		$	729,155
Total assets	1,597,659			1,687,831			1,615,339			1,476,321			774,272
Revolving credit facility	172,000			219,000			90,500			—			—
Unsecured term loan	200,000			200,000			200,000			—			—
Secured term loan	57,419			47,444			—			—			—
Mortgage loans and notes payable	548,085			561,057			588,930			669,282			380,496
Total liabilities	1,028,705			1,083,230			930,948			714,157			406,243
Minority interest	46,026			48,982			56,898			63,695			10,804
Shareholders’/owners’ equity	522,928			555,619			627,493			698,469			357,225
Total liabilities and shareholders’/owners’ equity	1,597,659			1,687,831			1,615,339			1,476,321			774,272
Other Data:
Number of facilities (end of period)	387			409			399			339			201			155
Total rentable square feet (end of period)	24,973			26,119			25,436			20,828			12,978			9,683
Occupancy percentage (end of period)	78.9		%	79.5		%	78.2		%	81.2		%	82.2		%	85.2	%
Cash dividends declared per share (4)	$	0.565		$	1.05		$	1.16		$	1.13		$	0.20

(1)	Represents historical financial data of our operating partnership, including three additional facilities acquired by our operating partnership from certain of the Amsdell Entities in connection with the IPO.
(2)	Prior to the IPO, management fees to related parties were paid to U-Store-It Mini Warehouse Co., the prior manager of our self-storage facilities that was acquired at the time of our IPO.
(3)	Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to our IPO. Operating partnership units have been excluded from the earnings per share calculations as there would be no effect on the earnings per share since, upon conversion, the minority interests’ share of income would also be added back to net income.
(4)	The Company announced a pro rata dividend of $0.2009 per common share on November 24, 2004, full quarterly dividends of $0.28 per common share on March 2, 2005, May 31, 2005 and August 24, 2005; dividends of $0.29 per common share on December 1, 2005, February 22, 2006, April 24, 2006, August 23, 2006, November 3, 2006, February 21, 2007, May 8, 2007, and August 14, 2007; dividends of $0.18 per common share on December 13, 2007, February 27, 2008, May 7, 2008, and August 6, 2008; and a dividend of $0.025 per common share on December 11, 2008.
(5)	For the period from October 21, 2004 through December 31, 2004, amount includes a one-time management contract termination charge of approximately $22.2 million related to the termination of our management contracts as a result of the purchase of U-Store-It Mini Warehouse Co. and approximately $7.0 million of expenses related to the early extinguishment of debt at the time of our IPO. Additionally, for the period from October 21, 2004 through December 31, 2004, general and administrative expense includes a one-time compensation charge of approximately $2.4 million for deferred shares granted to certain members of our senior management team in connection with our IPO.

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The Company makes certain statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this report entitled “Risk Factors.”

Overview

On October 27, 2004, the Company completed its IPO, pursuant to which it sold an aggregate of 28,750,000 common shares (including 3,750,000 shares pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $16.00 per share. The IPO resulted in gross proceeds to the Company of $460.0 million. On October 7, 2005, the Company completed a follow-on public offering, pursuant to which it sold an aggregate of 19,665,000 common shares (including 2,565,000 shares pursuant to the exercise of the underwriters’ over-allotment option) at an offering price of $20.35 per share, for gross proceeds of approximately $400.2 million.

The Company is an integrated self-storage real estate company, which means that it has in-house capabilities in the operation, design, development, leasing, and acquisition of self-storage facilities. The Company has elected to be taxed as a REIT for federal tax purposes. At December 31, 2008 and 2007, the Company owned 387 and 409 self-storage facilities, respectively, totaling approximately 25.0 million and 26.1 million rentable square feet, respectively.

The Company derives revenues principally from rents received from its customers who rent units at its self-storage facilities under month-to-month leases. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage units to new customers while maintaining and, where possible, increasing our pricing levels. In addition, our operating results depend on the ability of our customers to make required rental payments to us. We believe that our decentralized approach to the management and operation of our facilities, which places an emphasis on local, market level oversight and control, allows us to respond quickly and effectively to changes in local market conditions, where appropriate increasing rents while maintaining occupancy levels, or increasing occupancy levels while maintaining pricing levels.

The Company typically experiences seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.

Currently, the United States is in a deep recession that has resulted in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets.  Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  A continuation of ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

In the future, the Company intends to focus on increasing our internal growth and selectively pursuing targeted acquisitions and developments of self-storage facilities. We intend to incur additional debt in connection with any such future acquisitions or developments.

The Company has one reportable operating segment: we own, operate, develop, and acquire self-storage facilities.

The Company’s self-storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents 1% or more of our revenues. The facilities in Florida, California, Texas and Illinois provided approximately 19%, 15%, 9% and 7%, respectively, of total revenues for the year ended December 31, 2008.

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Summary of Critical Accounting Policies and Estimates

Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report. A summary of significant accounting policies is also provided in the notes to our consolidated financial statements (See Note 2 to the consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Company, the operating partnership and the wholly-owned subsidiaries of the operating partnership. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Annual Report on Form 10-K.

Self-Storage Facilities

The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred.

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.

In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent. The Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisition of 14 self-storage facilities during the third quarter of 2007.  Subsequently, during the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility.  This asset represents the value of in-place leases at the time of acquisition.

Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances indicate that there may be an impairment. The carrying values of these long-lived assets are compared to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the asset exceeds the fair value based on its undiscounted future net operating cash flows attributable to the asset and circumstances indicate that the carrying value of the real estate asset may not be recoverable. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  Future events, or facts and circumstances that currently exist, that we have not yet identified, could cause us to conclude in the future that our long-lived assets are impaired.  Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.  The Company recorded impairment charges totaling $0.4 million for the year ended December 31, 2007, related to fire and flood damage and impairment charges totaling $0.5 million for the year ended December 31, 2008, related to fire and hurricane damage.

The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is

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probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.

Revenue Recognition

Management has determined that all our leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred revenue, and contractually due but unpaid rents are included in other assets.

Share Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.

Minority Interests

Minority Interests include income allocated to holders of operating partnership units and income allocated to our partner’s interests in consolidated joint ventures. Income is allocated to the minority interests based on their ownership percentage of the operating partnership. This ownership percentage, as well as the total net assets of the operating partnership, changes when additional common shares or operating partnership units are issued. Such changes result in an allocation between shareholders’ equity and Minority Interests in the Consolidated Balance Sheets. Due to the number of such capital transactions that occur each period, we have presented a single net effect of all such allocations for the period as the “Adjustment for Minority Interest in Operating Partnership” in our Consolidated Statements of Shareholders’ Equity and Owners’ Equity (Deficit) (rather than separately allocating the minority interest for each individual capital transaction).

Income Taxes

The Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income and (b) 95% of the Company’s net capital gain exceeds cash distributions and certain taxes paid by the Company.

Recent Accounting Pronouncements

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“EITF 03-6-1”).  EITF 03-6-1 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or

37

dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method.  EITF 03-6-1 applies to our fiscal years beginning on January 1, 2009 and requires that all prior-period earnings per share data be adjusted retrospectively.  Early adoption is prohibited.  The Company does not expect the adoption of EITF 03-6-1 will have a material impact on our consolidated financial statements.

In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“APB 14-1”) that affects the accounting treatment for convertible debt instruments that may be settled wholly or partially in cash.  APB 14-1 requires that instruments within its scope be separated into their liability and equity components at initial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value will be amortized to interest expense using the interest method.  APB 14-1 applies to our fiscal years beginning on January 1, 2009 and requires retrospective application to all periods presented with early adoption prohibited.  The Company does not expect the adoption of APB 14-1 will have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 (“SFAS 163”). SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). Under SFAS 162, the GAAP hierarchy will now reside in the accounting literature established by the FASB. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” We believe that the adoption of this standard on its effective date will not have a material effect on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement No. 133 (“SFAS 161”).  SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows.  SFAS 161 is effective on January 1, 2009.  We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS 141(R)”).  SFAS 141(R) establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements.  Under this revised statement, all costs incurred to effect an acquisition will be recognized separately from the acquisition.  Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition.  SFAS 141(R) is effective for all transactions entered into on or after January 1, 2009.  The impact of the adoption of this standard will be dependent on levels of costs incurred to effect future acquisitions.  These costs will now be expensed as incurred.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”).  SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent are clearly identified.  In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement.  SFAS 160 is effective on January 1, 2009.  The Company is currently assessing the impacts on its consolidated financial statements.

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In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.  This statement became effective on January 1, 2008.  The Company did not elect the fair value option for any of our existing financial instruments on the effective date and have not determined whether or not we will elect this option for any eligible financial instruments we acquire in the future.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. SFAS 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS 157 applies whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. The adoption of this standard on January 1, 2008 did not have a material effect on our consolidated financial statements.

Results of Operations

The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto. Historical results set forth in the consolidated statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.

Comparison of Operating Results for the Years Ended December 31, 2008 and 2007

Acquisition and Development Activities

The comparability of the Company’s results of operations is significantly affected by acquisition activities in 2008 and 2007 as listed below. At December 31, 2008 and 2007, the Company owned 387 and 409 self-storage facilities and related assets, respectively.

·In 2008, one self-storage facility was acquired for approximately $13.3 million (the “2008 Acquisition”).

·In 2008, 23 self-storage facilities were sold for approximately $62.0 million (the “2008 Dispositions”).

·In 2007, 17 self-storage facilities were acquired for approximately $140.5 million (the “2007 Acquisitions”).

·In 2007, five self-storage facilities were sold for approximately $19.2 million (the “2007 Dispositions”).

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A comparison of net income (loss) for the years ended December 31, 2008 and 2007 is as follows:

	For the year ended December 31,
	2008			2007
	(in thousands)
REVENUES
Rental income	$	219,917		$	203,036
Other property related income	16,483			16,081
Other - related party	—			365
Total revenues	236,400			219,482
OPERATING EXPENSES
Property operating expenses	99,182			92,771
Property operating expenses - related party	—			59
Depreciation and amortization	77,580			68,424
Lease abandonment	—			1,316
General and administrative	24,964			21,966
General and administrative - related party	—			337
Total operating expenses	201,726			184,873
OPERATING INCOME	34,674			34,609
OTHER INCOME (EXPENSE)
Interest:
Interest expense on loans	(52,014		)	(54,108		)
Loan procurement amortization expense	(1,929		)	(1,772		)
Interest income	153			401
Other	94			118
Total other expense	(53,696		)	(55,361		)
LOSS FROM CONTINUING OPERATIONSBEFORE MINORITY INTERESTS	(19,022		)	(20,752		)
MINORITY INTERESTS	1,482			1,704
NET LOSS FROM CONTINUINGOPERATIONS	(17,540		)	(19,048		)
DISCONTINUED OPERATIONS
Income from operations	2,404			3,988
Gain on disposition of discontinued operations	19,720			2,517
Minority interest attributable to discontinued operations	(1,792		)	(534		)
Income from discontinued operations	20,332			5,971
NET INCOME (LOSS)	$	2,792		$	(13,077	)

Total Revenues

Rental income increased from $203.0 million in 2007 to $219.9 million in 2008, an increase of $16.9 million, or 8%. This increase is primarily attributable to (i) additional rental income from the 2008 Acquisition of $1.2 million, (ii) a full year contribution from the 2007 Acquisitions resulting in additional rental income of $7.5 million, and (iii) an increase in rental income from our pool of same-store facilities of approximately $8.3 million resulting from rate increases and an increase in realized rent per occupied square foot of 3.9% during the 2008 period as compared to the 2007 period.

Other property related income increased from $16.1 million in 2007 to $16.5 million in 2008, an increase of $0.4 million, or 2%.  This increase is primarily attributable to increased administrative fees across the portfolio of storage facilities during 2008 as compared to 2007.

Other — related party decreased from $0.4 million in 2007 to $0 in 2008 due to a decrease in third party management fee income pursuant to the termination of the Rising Tide property management agreement in September 2007.

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Total Operating Expenses

Property operating expenses, including property operating expenses — related party, increased from $92.8 million in 2007 to $99.2 million in 2008, an increase of $6.4 million, or 7%. This increase is primarily attributable to (i) additional operating expenses from the 2008 Acquisition of $0.5 million, (ii) a full year contribution from the 2007 Acquisitions resulting in additional operating expenses of $3.3 million, and (iii) an increase in operating expenses from our pool of same-store facilities of approximately $1.6 million.  The increase in our same-store facilities’ operating expenses in 2008 as compared to 2007 primarily relates to increased marketing and utility expenses of $0.6 million and $0.6 million, respectively.

Depreciation and amortization increased from $68.4 million in 2007 to $77.6 million in 2008, an increase of $9.2 million, or 13%. The increase is attributable to additional depreciation expense of $1.8 million related to the 2008 Acquisition and a full year of depreciation expense related to the 2007 Acquisitions in the 2008 period as compared to the 2007 period, an increase from our pool of same-store facilities of approximately $1.4 million, and additional intangible amortization expense of $5.5 million related to the 2008 Acquisition and 2007 Acquisitions in the 2008 period as compared to the 2007 period.

In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.  As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.

General and administrative expenses, including General and administrative expenses — related party increased from $22.3 million in 2007 to $25.0 million in 2008, an increase of $2.7 million, or 12%.  The increase is primarily attributable to (i) approximately $1.1 million of due diligence costs that were written off during the 2008 period (ii) $0.9 million of increased amortization of equity compensation during the 2008 period as compared to the 2007 period and (iii) $2.1 million of severance related costs incurred during the 2008 period, offset by $1.2 million of non-recurring legal costs incurred during the 2007 period.  Excluding the 2008 charges for due diligence and severance costs, reduced by the non-recurring charge for legal costs in 2007, general and administrative expenses increased by approximately $0.7 million, or approximately 3%.

Total Other Income (Expenses)

Interest expense decreased from $54.1 million in the 2007 period to $52.0 million in the 2008 period, a decrease of $2.1 million, or 4%. Although the Company incurred additional debt to finance certain 2007 and 2008 acquisitions, lower interest rates on unsecured debt and loan repayments during the 2008 period as compared to the 2007 period resulted in an overall decrease in interest expense during 2008 as compared to 2007.

Loan procurement amortization expense increased from $1.8 million in the 2007 period to $1.9 million in the 2008 period, an increase of $0.1 million, or 6%.  The increase is attributable to additional costs incurred in relation to the secured term loan entered into in April 2008 and the related amortization of those costs in the 2008 period as compared to no similar amortization in the 2007 period.

Interest income decreased to $0.2 million in the 2008 period from $0.4 million in the 2007 period. This decrease is primarily attributable to lower interest rates earned on daily operating cash during the 2008 period as compared to the 2007 period.

Discontinued Operations

Gains on disposition of discontinued operations increased from $2.5 million in the 2007 period to $19.7 million in the 2008 period, an increase of $17.2 million, as a result of the sale of five assets during the 2007 period as compared to 23 assets sold during the 2008 period.

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Comparison of Operating Results for the Years Ended December 31, 2007 and 2006

Acquisition and Development Activities

The comparability of the Company’s results of operations is significantly affected by acquisition activities in 2007 and 2006 as listed below. At December 31, 2007 and 2006, the Company owned 409 and 399 self-storage facilities and related assets, respectively.

·In 2007, 17 self-storage facilities were acquired for approximately $140.5 million (the “2007 Acquisitions”).

·In 2007, five self-storage facilities were sold for approximately $19.2 million (the “2007 Dispositions”).

·In 2006, 60 self-storage facilities were acquired for approximately $362.4 million (the “2006 Acquisitions”).

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A comparison of net loss for the years ended December 31, 2007 and 2006 is as follows:

	For the year ended December 31,
	2007			2006
	(in thousands)
REVENUES
Rental income	$	203,036		$	186,088
Other property related income	16,081			14,101
Other - related party	365			457
Total revenues	219,482			200,646
OPERATING EXPENSES
Property operating expenses	92,771			81,551
Property operating expenses - related party	59			69
Depreciation and amortization	68,424			62,401
Asset write-off	—			305
Lease abandonment	1,316			—
General and administrative	21,966			21,675
General and administrative - related party	337			613
Total operating expenses	184,873			166,614
OPERATING INCOME	34,609			34,032
OTHER INCOME (EXPENSE)
Interest:
Interest expense on loans	(54,108		)	(45,628		)
Loan procurement amortization expense	(1,772		)	(1,972		)
Write-off of loan procurement cost due to early extinguishment of debt	—			(1,907		)
Interest income	401			1,336
Other	118			191
Total other expense	(55,361		)	(47,980		)
LOSS FROM CONTINUING OPERATIONSBEFORE MINORITY INTERESTS	(20,752		)	(13,948		)
MINORITY INTERESTS	1,704			424
NET LOSS FROM CONTINUINGOPERATIONS	(19,048		)	(13,524		)
DISCONTINUED OPERATIONS
Income from operations	3,988			4,624
Gain on disposition of discontinued operations	2,517			—
Minority interest attributable to discontinued operations	(534		)	349
Income from discontinued operations	5,971			4,973
NET LOSS	$	(13,077	)	$	(8,551	)

Total Revenues

Rental income increased from $186.1 million in 2006 to $203.0 million in 2007, an increase of $16.9 million, or 9%. This increase is primarily attributable to (i) additional rental income from the 2007 Acquisitions, (ii) a full year contribution from the 2006 Acquisitions, and (iii) an increase in rental income from our pool of same-store facilities of approximately $3.0 million resulting from a 50 basis point increase in average occupancy and 130 basis point increase in realized annual rent per occupied square foot in 2007 as compared to 2006.

Other property related income increased from $14.1 million in 2006 to $16.1 million in 2007, an increase of $2.0 million, or 14%. This increase is primarily attributable to the other property income from the 2007 Acquisitions and a full year contribution from the 2006 Acquisitions.

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Other — related party decreased from $0.5 million in 2006 to $0.4 million, a decrease of $0.1 million, or 20%, due to a decrease in third party management fee income pursuant to the termination of the Rising Tide property management agreement in September 2007.

Total Operating Expenses

Property operating expenses, including property operating expenses — related party, increased from $81.6 million in 2006 to $92.8 million in 2007, an increase of $11.2 million, or 14%. This increase is primarily attributable to (i) additional operating expenses from the 2007 Acquisitions, (ii) a full year of operating expenses from the 2006 Acquisitions, and (iii) an increase in repair and maintenance expenses of $1.2 million from our pool of same-store facilities.

Depreciation and amortization increased from $62.4 million in 2006 to $68.4 million in 2007, an increase of $6.0 million, or 10%. The increase is primarily attributable to additional depreciation expense related to the 2007 Acquisitions and a full year of depreciation expense related to the 2006 Acquisitions.

Asset write-off of $0.3 million represents the disposal of the Company’s former point of sale system, which was replaced with CentershiftTM in the third quarter of 2006.

In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.  As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.

General and administrative expenses, including General and administrative expenses — related party, remained unchanged at $22.3 million.  The 2006 period includes approximately $2.7 million of severance costs related to a Company restructuring of certain management positions; the 2007 period includes approximately $1.2 million of non-recurring legal and professional costs associated with the litigation and related settlement with the Amsdell Family.

Total Other Income (Expenses)

Interest expense increased from $45.6 million in 2006 to $54.1 million in 2007, an increase of $8.5 million, or 19%. The increase is attributable to a higher amount of outstanding debt in 2007 primarily resulting from the financing of the 2007 Acquisitions, which was primarily funded through the revolving credit facility and secured term loan.  An additional source of the increase is a full year of interest expense related to debt assumed in conjunction with the 2006 Acquisitions.

Loan procurement amortization expense decreased from $2.0 million in 2006 to $1.8 million in 2007, a decrease of $0.2 million, or 10%.  The decrease is attributable to the repayment of five mortgages during 2007.

In conjunction with the two revolving credit facility financings during 2006, the Company incurred charges of $1.9 million relating to the write-off of unamortized loan procurement costs.

Interest income decreased to $0.4 million in 2007 from $1.3 million in 2006. This decrease is primarily attributable to the Company’s investment of excess proceeds from the 2005 follow-on public offering in interest bearing accounts and in short-term marketable securities until the excess proceeds were used to fund acquisitions or pay down existing debt during the first quarter of 2006.

Discontinued Operations

Gains on disposition of discontinued operations increased from $0 in the 2006 period to $2.5 million in the 2007 period, an increase of $2.5 million, as a result of the sale of five assets during the 2007 period as compared to no similar activity in the 2006 period.

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Same-Store Facility Results

The Company considers its same-store portfolio to consist of only those facilities owned at the beginning and at the end of the applicable periods presented. The following same-store presentation is considered to be useful to investors in evaluating our performance because it provides information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions. The following table sets forth operating data for our same-store portfolio for the periods presented.

Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007

The following table provides information pertaining to our Same-Store portfolio for 2008 and 2007:

	Same Store Property Portfolio								Properties Acquired				Other/ Eliminations						Total Portfolio
					Increase/		%																		Increase/
	2008		2007		(Decrease)		Change		2008		2007		2008			2007			2008			2007			(Decrease)			Change
REVENUES:
Rental income	$	205,605	$	197,262	$	8,343	4	%	$	14,312	$	5,774	$	—		$	—		$	219,917		$	203,036		$	16,881		8	%
Other property related income	15,362		15,186		176		1	%	1,121		895		—			—			16,483			16,081			402			2	%
Other - related party	—		—		—		—		—		365		—			—			—			365			(365		)	-100	%
Total revenues	220,967		212,448		8,519		4	%	15,433		7,034		—			—			236,400			219,482			16,918			8	%
OPERATING EXPENSES:
Property operating expenses	84,323		82,681		1,642		2	%	7,352		2,892		7,507			7,198			99,182			92,771			6,411			7	%
Property operating expenses - related party	—		—		—		—		—		—		—			59			—			59			(59		)	-100	%
Subtotal	84,323		82,681		1,642		2	%	7,352		2,892		7,507			7,257			99,182			92,830			6,352			7	%
NET OPERATING INCOME:	136,644		129,767		6,877		5	%	8,081		4,142		(7,507		)	(7,257		)	137,218			126,652			10,566			8	%
																									—
Depreciation and amortization																			77,580			68,424			9,156			13	%
Lease abondonment charge																			—			1,316			(1,316		)	—
General and administrative																			24,964			21,966			2,998			14	%
General and administrative - related party																			—			337			(337		)	-100	%
Subtotal																			102,544			92,043			10,501			11	%
Operating income (loss)																			34,674			34,609			65			0	%
Other Income (Expense):
Interest:
Interest expense on loans																			(52,014		)	(54,108		)	2,094			-4	%
Loan procurement amortization expense																			(1,929		)	(1,772		)	(157		)	9	%
Interest income																			153			401			(248		)	-62	%
Other																			94			118			(24		)	-20	%
Total other expense																			(53,696		)	(55,361		)	1,665			-3	%
LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY INTERESTS																			(19,022		)	(20,752		)	1,730			-8	%
MINORITY INTERESTS																			1,482			1,704			(222		)	-13	%
LOSS FROM CONTINUING OPERATIONS																			(17,540		)	(19,048		)	1,508			-8	%
DISCONTINUED OPERATIONS
Income from operations																			2,404			3,988			(1,584		)	-40	%
Net gain on disposition of discontinued operations																			19,720			2,517			17,203			683	%
Minority interest attributable to discontinued operations																			(1,792		)	(534		)	(1,258		)	236	%
Income from discontinued operations																			20,332			5,971			14,361			241	%
NET INCOME (LOSS)																			$	2,792		$	(13,077	)	$	15,869		-121	%

Same-store revenues increased from $197.3 million in the 2007 period to $205.6 million in the 2008 period, an increase of $8.3 million, or 4%.   This increase is primarily attributable to an increase in realized rent per occupied square foot of 3.9% during the 2008 period as compared to the 2007 period.  Same-store property operating expenses increased from $82.7 million in 2007 to $84.3 million in 2008, an increase of $1.6 million, or 2%.  The increase in our same-store facilities’ operating expenses in the 2008 period as compared to the 2007 period primarily relates to increased marketing expenses and utility expenses of $0.6 million and $0.6 million, respectively.

Non-GAAP Financial Measures

NOI

We define net operating income, which we refer to as “NOI,” as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income (loss): interest expense on loans, loan procurement amortization expense, minority interest, other, depreciation and amortization, lease abandonment charge,

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general and administrative, and general and administrative - related party; and deducting from net income: income from discontinued operations, gains on sale of self-storage facilities, other, and interest income. NOI is not a measure of performance calculated in accordance with GAAP.

We use NOI as a measure of operating performance at each of our facilities, and for all of our facilities in the aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.

We believe NOI is useful to investors in evaluating our operating performance because:

·It is one of the primary measures used by our management and our facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, increase pricing and occupancy and control our property operating expenses;

·It is widely used in the real estate industry and the self-storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and

·We believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.

There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income.

Cash Flows

Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007

A comparison of cash flow provided by operating, investing and financing activities for the years ended December 31, 2008 and 2007 is as follows:

	Year Ended December 31,
Net cash flow provided by (used in):	2008			2007			Change
	(in thousands)
Operating activities	$	67,012		$	62,874		$	4,138
Investing activities	$	27,177		$	(153,576	)	$	180,753
Financing activities	$	(94,962	)	$	75,503		$	(170,465	)

Cash provided by operations increased from $62.9 million in 2007 to $67.0 million in 2008, an increase of $4.1 million, or 7%. The increase is primarily attributable to (i) 2008 net income of $2.8 million as compared to net losses of $13.1 million in 2007, (ii) additional depreciation and amortization expense of $7.9 million in the 2008 period as compared to the 2007 period related to the 2008 Acquisition and a full year the 2007 Acquisitions, and (iii) an increase of $4.2 million in the change in other assets during the 2008 period as compared to the 2007 period as a result of the timing of certain payments, offset by (a) increased gains on dispositions of $17.4 million in the 2008 period as compared to the 2007 period due to 23 dispositions during the 2008 period as compared to five dispositions during the 2007 period and (b) a decrease of $6.7 million in the change in accounts payable and accrued expenses during the 2008 period as compared to the 2007 period as a result of the timing of certain payments.

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Cash used in or provided by investing activities changed from a use of $153.6 million in 2007 to proceeds of $27.2 million in 2008, a change of $180.8 million. The change in cash related to investing activities is primarily attributable to (i) higher acquisition activity in the 2007 period (17 facilities for an aggregate purchase price of $140.5 million) relative to the 2008 period (one facility for an aggregate purchase price of $13.3 million), (ii) higher capital improvement activity in the 2007 period ($29.3 million in the 2007 period compared to $16.0 million in the 2008 period), (iii) proceeds from dispositions during 2008 of $56.9 million compared to proceeds from dispositions during 2007 of $17.9 million, (iv) insurance settlements of $1.5 million in 2008 compared to $0 in 2007, and (v) a decrease in the change in restricted cash of $1.3 million in the 2008 period as compared to the 2007 period.

Cash used in or provided by financing activities changed from proceeds of $75.5 million in 2007 to a use of $95.0 million in 2008, a change of $170.5 million. The change is primarily attributable to net borrowings of $148.4 million during the 2007 period as compared to net principal payments of $50.0 million in the 2008 period and a decrease in the dividends paid during 2008 to $0.72 per share from $1.16 per share in 2007, which reduced distributions paid to shareholders and minority partners by $27.5 million during the 2008 period as compared to the 2007 period.

Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006

A comparison of cash flow operating, investing and financing activities for the years ended December 31, 2007 and 2006 is as follows:

	Year Ended December 31,
Net cash flow provided by (used in):	2008			2007			Change
	(in thousands)
Operating activities	$	62,874		$	64,567		$	(1,693	)
Investing activities	$	(153,576	)	$	(248,047	)	$	94,471
Financing activities	$	75,503		$	104,297		$	(28,794	)

Cash provided by operations decreased from $64.6 million in 2006 to $62.9 million in 2007, a decrease of $1.7 million, or 3%. The decrease is primarily attributable to the increase in certain prepaid assets, which is a result of the timing of certain expenditures.

Cash used in investing activities decreased from $248.0 million in 2006 to $153.6 million in 2007, a decrease of $94.4 million, or 38%. The decrease in cash used in investing activities is primarily attributable to $349.8 million used to fund the 2006 Acquisitions offset by the $140.5 million used to fund the 2007 Acquisitions.  Additionally, the net proceeds from sales of marketable securities in 2006 resulted in $95.1 million while the property dispositions in 2007 provided $18.0 million.

Cash provided by financing activities decreased from $104.3 million in 2006 to $75.5 million in 2007, a decrease of $28.8 million, or 28%. This decrease is primarily attributable to the net debt assumed during 2006 of $176.4 million as compared to the net debt assumed during 2007 of $150.6 million.  This fluctuation is a result of the 2006 Acquisition activity.

Liquidity and Capital Resources

As of December 31, 2008, we had approximately $3.7 million in available cash and cash equivalents. In addition, we had approximately $78.0 million of available borrowings under our revolving credit facility.

In November 2006, we and our Operating Partnership entered into a three-year, $450.0 million unsecured credit facility with Wachovia Capital Markets, LLC and Keybanc Capital Markets, replacing our existing $250.0 million unsecured revolving credit facility. The facility consists of a $200 million unsecured term loan and a $250 million revolving credit facility.  The facility has a November 20, 2009 termination date, subject to a one year extension to November 20, 2010 at the Company’s option, provided we pay an extension fee of 15 basis points, or $675,000, and are not in default under the facility.  The Company currently intends to exercise this extension option prior to the November 20, 2009 termination date.  Borrowings under the credit facility bear interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating.  The alternative base interest rate is a fluctuating rate equal

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to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points.  The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or nine months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.00% to 1.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.

On September 14, 2007, the Company and its Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million. The term loans have a November 20, 2009 termination date, subject to a one year extension to November 20, 2010 at the Company’s option, provided we pay an extension fee of 15 basis points, or $86,000, and are not in default under the facility.  The Company currently intends to exercise these extension options prior to the November 20, 2009 termination date.  Each term loan bears interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin.  The applicable margin for the alternative base rate will vary from 0.10% to 0.60% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or nine months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.10% to 1.60% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.  As of December 31, 2008, there were two secured term loans outstanding totaling $57.4 million.  The outstanding term loans are secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of our Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008.  At December 31, 2008, the outstanding term loans had an interest rate of 2.05%.  Financial covenants for the secured term loans are identical to the financial covenants for the unsecured credit facility described above.

Our ability to borrow and to exercise our option to extend the termination date under this credit facility and secured term loan will be subject to our ongoing compliance with the following financial covenants, among others:

·         Maximum total indebtedness to total asset value of 65%;

·         Minimum interest coverage ratio of 2.0:1.0;

·         Minimum fixed charge coverage ratio of 1.6:1.0; and

·         Minimum tangible net worth of $673.2 million plus 75% of net proceeds from future equity issuances.

We are currently in compliance with all of our covenants and anticipate being in compliance with all of our covenants through the duration of the term of the credit facility and secured term loan, including the extension period through November 20, 2010.

During 2007 and 2008, the Company entered into interest rate swap agreements designated as cash flow hedges that are designed to reduce the impact of interest rate changes on its variable rate debt. At December 31, 2008, the Company had interest rate swap agreements for notional principal amounts aggregating $300 million. The swap agreements effectively fix the 30-day LIBOR interest rate on $50 million of borrowings at 4.7725% per annum, $25 million of borrowings at 4.716% per annum and on $25 million of borrowings at 2.3400% per annum, in each case until November 20, 2009.  Additionally, the Company entered into interest rate cap agreements on $40 million of LIBOR based borrowings at 5.50% per annum that matured in June 2008.  In April 2008, the Company entered into an interest rate swap agreement for notional principal amounts aggregating $200 million, that effectively fix the 30-day LIBOR interest rate on $200 million of LIBOR based borrowings at 2.7625% per annum until November 20, 2009.  The notional amount at December 31, 2008 provides an indication of the extent of the Company’s involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.  The Company is exposed to the potential risk of counterparty default or non-payment with respect to its interest rate swap agreements, in which event the Company could suffer a material loss on the value of those agreements; however, the Company does not currently believe that its counterparties on its swap agreements are likely to default or not perform their obligations under those agreements.

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Our cash flow from operations has historically been one of our primary sources of liquidity to fund debt service, distributions and capital expenditures. We derive substantially all of our revenue from customers who lease space from us at our facilities. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our customers.  We believe that the facilities in which we invest — self-storage facilities — are less sensitive than other real estate product types to current near-term economic downturns. However, prolonged economic downturns will adversely affect cash flow from operations.

In order to qualify as a REIT for federal income tax purposes, we are required to distribute at least 90% of our REIT taxable income, excluding capital gains, to our shareholders on an annual basis or pay federal income tax.  The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short term and the long term.

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our facilities, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders and recurring capital expenditures. These expenses, as well as the amount of recurring capital expenditures that we incur, will vary from year to year, in some cases significantly.  We expect such recurring capital expenditures in 2009 to be approximately $7 million to $9 million.  In addition, our currently scheduled principal payments on debt are approximately $524 million in 2009 and $113 million in 2010.

Although recent credit-market disruptions have significantly affected our near term ability to obtain additional capital, we expect to meet our 2009 liquidity needs of $7 million to $9 million of recurring capital expenditures and $524 million of schedule principal payments, which includes approximately $95.0 million of required principal payments related to mortgage loans and notes payable, by (i) exercising our option to extend the termination date of the credit facility and secured term loans from November 20, 2009 to November 20, 2010, resulting in deferring $429 million of principal payments to 2010 from 2009, (ii) borrowing $78 million under our credit facility, and (iii) generating cash from operations in excess of the remaining liquidity needs.

We are also focused on addressing our 2010 liquidity needs.  We anticipate meeting our 2010 liquidity needs through a combination of the following activities: cash generated from operations, proceeds from additional mortgage debt, the issuance of public equity or debt instruments, the pursuit of joint ventures, and future sales of existing properties.  Additionally, we are discussing the potential to extend and/or rework the terms of the current agreements with our unsecured lenders.

Our most restrictive debt covenants limit the amount of additional leverage we can add; however, we believe the sources of capital described above are adequate to execute our current business plan and remain in compliance with our debt covenants.

Our liquidity needs beyond 2010 consist primarily of funds necessary to fund: (i) repayment of indebtedness at maturity; (ii) non-recurring capital expenditures; (iii) redevelopment of operating facilities; (iv) acquisitions of additional facilities; and (v) development of new facilities. In addition, certain of our mortgages will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.”  We do not expect that we will have sufficient funds on hand to cover these long-term cash requirements. We will have to satisfy our needs through either additional borrowings, including borrowings under a new or revised revolving credit facility, sales of common or preferred shares and/or cash generated through facility dispositions and joint venture transactions.

Notwithstanding the discussion above, we believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, we cannot provide any assurance that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. In addition, the current dislocation in the United States debt markets has significantly reduced the availability and increased the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing.  There can be no assurance that such capital will be readily available in the foreseeable future.  Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

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Other Material Changes in Financial Position

	December 31,				Increase
	2008		2007		(decrease)
	(in thousands)
Selected Assets
Storage facilities — net	$	1,559,958	$	1,647,118	$	(87,160	)
Selected Liabilities
Revolving credit facility	$	172,000	$	219,000	$	(47,000	)
Secured term loan	$	57,419	$	47,444	$	9,975
Distributions payable	$	1,572	$	11,300	$	(9,728	)

Storage facilities decreased $87.2 million during 2008 primarily as a result of $72.7 million of depreciation recognized during 2008, $40.3 million related to the 2008 Dispositions, and $2.4 million related to the held for sale property, offset by $13 million related to fixed asset additions and $14.2 million related to the 2008 Acquisition.

Our revolving credit facility decreased $47.0 million as a result of multiple paydowns related to proceeds from the 2008 Dispositions, and the secured term loan increased $10.0 million as a result of the 2008 Acquisition.  Distributions payable decreased as a reduction in the quarterly dividends declared from $0.18 per share in the fourth quarter of 2007 to $0.025 per share in the fourth quarter of 2008.

Contractual Obligations

The following table summarizes our known contractual obligations as of December 31, 2008 (in thousands):

	Payments Due by Period
	Total		2009		2010		2011		2012		2013		2014 and thereafter
Mortgage loans and notes payable (a)	$	547,391	$	94,511	$	112,730	$	88,565	$	161,381	$	21,759	$	68,445
Revolving credit facility, unsecured term loan and secured term loans (b)	429,419		429,419		—		—		—		—		—
Interest payments (c)	91,356		29,037		23,867		15,871		11,100		4,890		6,591
Ground leases and third party office lease	856		159		149		149		149		149		101
Related party office leases	2,854		453		453		475		475		499		499
Software contracts	350		350		—		—		—		—		—
Employment contracts	2,265		1,245		1,020		—		—		—		—
	$	1,074,491	$	555,174	$	138,219	$	105,060	$	173,105	$	27,297	$	75,636

(a)  Amounts do not include unamortized discounts/premiums.

(b)  The Company has the option to extend the termination date from November 20, 2009 to November 20, 2010 provided we pay an extension fee of 15 basis points, or $761,000, and are not in default under the facility.

(c)  Interest on variable rate debt calculated using LIBOR of 2.00%.

We expect that the contractual obligations owed in 2009 will be satisfied by a combination of cash generated from operations, the exercise of option extensions on the revolving credit facility and secured term loans and from draws on the revolving credit facility.

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Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s future income, cash flows and fair values relevant to financial instruments depend upon prevailing interest rates.

Market Risk

Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing the return through investment of available funds.  We did not hold any auction rate securities at December 31, 2007 or December 31, 2008.

Effect of Changes in Interest Rates on our Outstanding Debt

The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates.  The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.  Market values are the present value of projected future cash flows based on the market rates chosen.

Our financial instruments consist of both fixed and variable rate debt.  As of December 31, 2008, our consolidated debt consisted of $548.1 million in fixed rate loans payable and variable rate loans totaling $429.4 million, consisting of $172.0 million borrowings under our variable rate revolving credit facility, $200.0 million in a variable rate unsecured term loan and $57.4 million in variable rate secured loans.  All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position.  Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio.  A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.  A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

If market rates of interest on our variable rate debt increase by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $3.8 million a year.  If market rates of interest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $3.9 million a year.

If market rates of interest increase by 1%, the fair value of our outstanding fixed-rate mortgage debt would decrease by approximately $14.1 million.  If market rates of interest decrease by 1%, the fair value of our outstanding fixed-rate mortgage debt would increase by approximately $14.6 million.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the

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Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal year, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K, and is incorporated herein by reference.

ITEM 9B.  OTHER INFORMATION

Not applicable.

PART III

ITEM 10.  TRUSTEES AND EXECUTIVE OFFICERS

We have adopted a Code of Ethics, which is available on our website at www.ustoreit.com. We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Proxy Statement for the Annual Shareholders Meeting to be held in 2009 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers” and “Meetings and Committees of the Board of Trustees.” The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance.”

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments Upon Termination or Change in Control,” and “Trustee Compensation.”

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

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The following table sets forth certain information regarding our equity compensation plans as of December 31, 2008.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)
	(a)		(b)			(c)
Equity compensation plans approved by shareholders	3,311,099	(1)	$	13.84	(2)	2,754,544
Equity compensation plans not approved by shareholders	—		—			—
Total	3,311,099		$	13.84		2,754,544

(1)	Excludes 292,672 shares subject to outstanding restricted share unit awards, and 14,429 shares subject to deferred shares credited to the account of our Trustees in the U- Store-It Trust Deferred Trustees Plan.
(2)	This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Audit Committee Matters - Fees Paid to Our Independent Auditor” and “Audit Committee Pre-Approval Policies and Procedures.”

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1.  Financial Statements.

The response to this portion of Item 15 is submitted as a separate section of this report.

2.  Financial Statement Schedules.

The response to this portion of Item 15 is submitted as a separate section of this report.

3.  Exhibits.

The list of exhibits filed with this report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.

(b) Exhibits.  The following documents are filed as exhibits to this report:

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3.1*	Articles of Amendment and Restatement of Declaration of Trust of U-Store-It Trust, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
3.2*	Second Amended and Restated Bylaws of U-Store-It Trust, incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2008.
4.1*	Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, File No. 333-117848.
10.1*	Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.2*	First Amendment to Credit Agreement, dated as of April 13, 2008, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Bank National Association, as administrative agent and the financial institutions a party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 9, 2008.
10.3*	Guarantor Acknowledgement, dated as of April 13, 2008, executed on behalf of U-Store-It Trust, U-Store-It Mini Warehouse Co., YSI Management LLC and YSI RT LLC, as guarantors, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 9, 2008.
10.4*	Amended and Restated Term Note with respect to the Credit Agreement, dated as of April 3, 2008, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on form 10-Q, filed on May 9, 2008.
10.5*	Credit Agreement, dated as of September 14, 2007, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Capital Markets, LLC, as lead arranger and book manager, Wachovia Bank, National Association, as administrative agent and the financial institutions initially signatory thereto and their assignees, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 14, 2007.
10.6*	Form of Term Note with respect to the Credit Agreement, dated as of September 14, 2007, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 14, 2007.
10.7*	Form of Guaranty with respect to the Credit Agreement, dated as of September 14, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 14, 2007.
10.8*	Form of Pledge Agreement with respect to the Credit Agreement, dated as of September 14, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on September 14, 2007.
10.9*	First Amendment to Credit Agreement, dated as of June 12, 2007, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Bank, National Association, as agent and each of the financial institutions party thereto, as lenders, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2007.
10.10*	Alternate Currency Note, dated as of June 12, 2007, executed on behalf of U-Store-It, L.P. incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2007.
10.11*	Guarantor Acknowledgment, dated as of June 12, 2007, executed on behalf of U-Store-It, Trust, U-Store-It Mini Warehouse Co., and YSI Management LLC, as guarantors, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2007.
10.12*	Credit Agreement, dated as of November 21, 2006, by and among U-Store-It, L.P., as borrower, U-Store-It Trust, as parent, Wachovia Capital Markets, LLC and Keybanc Capital Markets, as joint lead arrangers, Wachovia Capital Markets, LLC, as book manager, Wachovia Bank, National Association, as administrative agent, Keybank National Association, as syndication agent, Bank of America, N.A., SunTrust Bank, and Wells Fargo Bank, National Association, each as documentation agent, and the financial institutions initial signatory thereto and their assignees, as lenders, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 28, 2006.

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10.13*	Guaranty, dated as of November 21, 2006, executed on behalf of U-Store-It Trust, U-Store-It Mini Warehouse Co., and YSI Management LLC, as guarantors, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 28, 2006.
10.14*	Form of Term Note, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 28, 2006.
10.15*	Form of Revolving Note, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 28, 2006.
10.16*	Form of Swingline Note, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 28, 2006.
10.17*	Form of Security Interest regarding fixed rate mortgage loan between YSI XX LP and Transamerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2005.
10.18*	Secured Promissory Note, dated November 1, 2005, between YSI XX LP and Transamerica Financial Life Insurance Company, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2005.
10.19*	Loan Agreement, dated August 4, 2005, by and between YASKY LLC and LaSalle Bank National Association, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005.
10.20*	Loan Agreement, dated July 19, 2005, by and between YSI VI LLC and Lehman Brothers Bank, FSB, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 14, 2005.
10.21*	Loan Agreement, dated as of October 27, 2004, by and between YSI I LLC and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.22*	Loan Agreement, dated as of October 27, 2004, by and between YSI II LLC and Lehman Brothers Holdings Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.23*	Loan Agreement, dated as of October 27, 2004, by and between YSI III LLC and Lehman Brothers Bank, FSB, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.24*	Standstill Agreement, by and among, U-Store-It Trust, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell, dated August 6, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.25*	Settlement Agreement and Mutual Release, by and among U-Store-It Trust, U-Store-It, L.P., YSI Management LLC, U-Store-It Mini Warehouse Co., U-Store-It Development, LLC, Dean Jernigan, Kathleen A. Weigand, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, Kyle V. Amsdell, Rising Tide Development LLC, and Amsdell and Amsdell, dated August 6, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.26*	Purchase and Sale Agreement, by and between U-Store-It, L.P. and Rising Tide Development, LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.27*	First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated March 29, 2005, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.28*	First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.29*	First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.6 to the

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	Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.30*	First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.31*	First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.32*	Lease, dated March 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005.
10.33*	Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005.
10.34*	Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005.
10.35*	Option Termination Agreement, by and between U-Store-It, L.P. and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.36*	Property Management Termination Agreement, by and among U-Store-It Trust, YSI Management LLC, and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.37*	Marketing and Ancillary Services Termination Agreement, by and among U-Store-It Trust, U-Store-It Mini Warehouse Co., and Rising Tide Development LLC, dated August 6, 2007, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.
10.38†	Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Dean Jernigan, filed herewith.
10.39†	Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Christopher P. Marr, filed herewith.
10.40†	Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Timothy M. Martin, filed herewith.
10.41†	Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Stephen R. Nichols, filed herewith.
10.42†	Amended and Restated Executive Employment Agreement, dated December 18, 2008, by and between U-Store-It Trust and Kathleen A. Weigand, filed herewith.
10.43*†	Indemnification Agreement, dated as of January 25, 2008, by and among U-Store-It Trust, U-Store-It, L.P. and Daniel B. Hurwitz, incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K, filed on February 29, 2008.
10.44*†	Indemnification Agreement, dated as of March 22, 2007, by and among U-Store-It Trust, U-Store-It, L.P. and Marianne M. Keler, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.45*†	Indemnification Agreement, dated as of December 11, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Timothy M. Martin, incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on March 16, 2007.
10.46*†	Indemnification Agreement, dated as of July 10, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Stephen R. Nichols, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 10, 2006.
10.47*†	Indemnification Agreement, dated June 5, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and

56

	Christopher P. Marr, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on August 8, 2006.
10.48*†	Indemnification Agreement, dated as of April 24, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Dean Jernigan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 24, 2006
10.49*†	Indemnification Agreement, dated as of February 24, 2006, by and among U-Store-It Trust, U-Store-It, L.P. and Kathleen A. Weigand, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2006.
10.50*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and Robert J. Amsdell, incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.51*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and Barry L. Amsdell, incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.52*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and Todd C. Amsdell, incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.53*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and John C. Dannemiller, incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.54*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and Thomas A. Commes, incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.55*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue, incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.56*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and Harold S. Haller, incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.57*†	Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and William M. Diefenderfer III, incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.
10.58*†	Noncompetition Agreement, dated as of December 11, 2006, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K, filed on March 16, 2007.
10.59*†	Noncompetition Agreement, dated as of July 10, 2006, by and between U-Store-It Trust and Stephen R. Nichols, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 10, 2006.
10.60*†	Noncompetition Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on August 8, 2006.
10.61*†	Noncompetition Agreement, dated as of April 24, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 24, 2006.
10.62*†	Schedule of Compensation for Non-Employee Trustees of U-Store-It Trust, effective May 8, 2007, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.63*†	Deferred Share Agreement, dated as of February 21, 2006, by and between U-Store-It Trust and Kathleen A. Weigand, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on

57

	Form 8-K, filed on March 1, 2006.
10.64*†	Nonqualified Share Option Agreement, dated as of July 10, 2006, by and between U-Store-It Trust and Stephen R. Nichols, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K/A, filed on July 13, 2006.
10.65*†	Nonqualified Share Option Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on August 8, 2006.
10.66*†	Nonqualified Share Option Agreement, dated as of April 19, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 24, 2006.
10.67*†	Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K, filed on February 29, 2008.
10.68*†	Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.69*†	Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.70*†	Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.71*†	Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.72*†	Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.73*†	Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.
10.74*†	Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.75*†	Restricted Share Agreement, dated as of December 11, 2006, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.88 to the Company’s Annual Report on Form 10-K, filed on March 16, 2007.
10.76*†	Restricted Share Agreement, dated as of July 10, 2006, by and between U-Store-It Trust and Stephen R. Nichols, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed July 10, 2006.
10.77*†	Restricted Share Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed August 8, 2006.
10.78†	U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated as of December 11, 2008, filed herewith.
10.79†	U-Store-It Trust Executive Deferred Compensation Plan, amended and restated as of December 11, 2008, filed herewith.
10.80*†	U-Store-It Trust Deferred Trustees Plan, incorporated by reference to Exhibit 10.1 to the Company’s

58

	Current Report on Form 8-K, filed on June 6, 2005.
10.81*†	2007 Equity Incentive Plan of U-Store-It Trust, effective as of May 8, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2007.
10.82*†	2004 Equity Incentive Plan of U-Store-It Trust, effective as of October 19, 2004, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8- K, filed on November 2, 2004.
10.83†	Indemnification Agreement, dated as of February 26, 2009, by and among U-Store-It Trust, U-Store-It, L.P. and Jeffrey Foster, filed herewith.
10.84†	Severance and General Release Agreement dated February 10, 2009 by and between U-Store-It Trust and Kathleen Weigand, filed herewith
10.85†	Severance and General Release Agreement dated December 31, 2008 by and between U-Store-It Trust and Steve Nichols, filed herewith
21.1	List of Subsidiaries
23.1	Consent of Independent Registered Public Accounting Firm.
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Incorporated herein by reference as above indicated.
†	Denotes a management contract or compensatory plan, contract or arrangement.

59

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

U-STORE-IT TRUST
By:	/s/  Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer

Date: March 2, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ William M. Diefenderfer III	Chairman of the Board of Trustees	March 2, 2009
William M. Diefenderfer III
/s/ Dean Jernigan	Chief Executive Officer	March 2, 2009
Dean Jernigan	(Principal Executive Officer)
/s/ Timothy M. Martin	Chief Financial Officer	March 2, 2009
Timothy M. Martin	(Principal Financial and Accounting Officer)
/s/ C.E. Andrews	Trustee	March 2, 2009
C.E. Andrews
/s/ John C. Dannemiller	Trustee	March 2, 2009
John C. Dannemiller
/s/ Harold S. Haller	Trustee	March 2, 2009
Harold S. Haller
/s/ Daniel B. Hurwitz	Trustee	March 2, 2009
Daniel B. Hurwitz
/s/ Marianne M. Keler	Trustee	March 2, 2009
Marianne M. Keler
/s/ David J. LaRue	Trustee	March 2, 2009
David J. LaRue

60

FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Consolidated Financial Statements of U-Store-It Trust and Subsidiaries (The “Company”)
Management’s Report on Internal Control Over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm	F-3
Report of Independent Registered Public Accounting Firm	F-4
Consolidated Balance Sheets as of December 31, 2008 and 2007	F-5
Consolidated Statements of Operations for the years ended December 31, 2008, 2007, and 2006	F-6
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008, 2007, and 2006	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007, and 2006	F-8
Notes to Consolidated Financial Statements	F-9

F-1

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Company;

·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Company are being made only in accordance with the authorization of the Company’s management and its Board of Trustees; and

·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Under the supervision, and with the participation, of the Company’s management, including the principal executive officer and principal financial officer, we conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008, based upon the Committee of Sponsoring Organizations of the Treadway Commission (COSO) criteria. In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2008, our internal control over financial reporting was effective based on the COSO framework.

The effectiveness of our internal control over financial reporting as of December 31, 2008, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report that appears herein.

March 2, 2009

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of
U-Store-It Trust
Wayne, Pennsylvania

We have audited the internal control over financial reporting of U-Store-It Trust and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and the related consolidated statements of operations, shareholders’ equity, cash flows, and financial statement schedule as of and for the year ended December 31, 2008 of the Company and our report dated March 2, 2009 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

March 2, 2009

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of
U-Store-It Trust
Wayne, Pennsylvania

We have audited the accompanying consolidated balance sheets of U-Store-It Trust and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the Index at Item 15. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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, such consolidated financial statements present fairly, in all material respects, the financial position of U-Store-It Trust and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth herein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

March 2, 2009

F-4

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31, 2008			December 31, 2007
ASSETS
Storage facilities	$	1,888,123		$	1,916,396
Less: Accumulated depreciation	(328,165		)	(269,278		)
Storage facilities, net	1,559,958			1,647,118
Cash and cash equivalents	3,744			4,517
Restricted cash	16,217			15,818
Loan procurement costs - net of amortization	4,453			6,108
Assets held for sale	2,378			—
Other assets, net	10,909			14,270
Total assets	$	1,597,659		$	1,687,831
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility	$	172,000		$	219,000
Unsecured term loan	200,000			200,000
Secured term loan	57,419			47,444
Mortgage loans and notes payable	548,085			561,057
Accounts payable, accrued expenses and other liabilities	39,410			33,623
Due to related parties	—			110
Distributions payable	1,572			11,300
Deferred revenue	9,725			10,148
Security deposits	472			548
Other liabilities held for sale	22			—
Total liabilities	1,028,705			1,083,230
Minority interests, including unitholders in the Operating Partnership	46,026			48,982
Commitments and contingencies
Shareholders’ Equity
Common shares $.01 par value, 200,000,000 shares authorized, 57,623,491 and 57,577,232 shares issued and outstanding at December 31, 2008 and December 31, 2007, respectively	576			576
Additional paid in capital	801,029			797,940
Accumulated other comprehensive loss	(7,553		)	(1,664		)
Accumulated deficit	(271,124		)	(241,233		)
Total shareholders’ equity	522,928			555,619
Total liabilities and shareholders’ equity	$	1,597,659		$	1,687,831

See accompanying notes to the consolidated financial statements.

F-5

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF
OPERATIONS

	For the year ended December 31,
	2008			2007			2006
	(Dollars and shares in thousands, except per share data)
REVENUES
Rental income	$	219,917		$	203,036		$	186,088
Other property related income	16,483			16,081			14,101
Other - related party	—			365			457
Total revenues	236,400			219,482			200,646
OPERATING EXPENSES
Property operating expenses	99,182			92,771			81,551
Property operating expenses - related party	—			59			69
Depreciation and amortization	77,580			68,424			62,401
Asset write-off	—			—			305
Lease abandonment	—			1,316			—
General and administrative	24,964			21,966			21,675
General and administrative - related party	—			337			613
Total operating expenses	201,726			184,873			166,614
OPERATING INCOME	34,674			34,609			34,032
OTHER INCOME (EXPENSE)
Interest:
Interest expense on loans	(52,014		)	(54,108		)	(45,628		)
Loan procurement amortization expense	(1,929		)	(1,772		)	(1,972		)
Write-off of loan procurement cost due to early extinguishment of debt	—			—			(1,907		)
Interest income	153			401			1,336
Other	94			118			191
Total other expense	(53,696		)	(55,361		)	(47,980		)
LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY INTERESTS	(19,022		)	(20,752		)	(13,948		)
MINORITY INTERESTS	1,482			1,704			424
LOSS FROM CONTINUING OPERATIONS	(17,540		)	(19,048		)	(13,524		)
DISCONTINUED OPERATIONS
Income from operations	2,404			3,988			4,624
Gain on disposition of discontinued operations	19,720			2,517			—
Minority interest attributable to discontinued operations	(1,792		)	(534		)	349
Income from discontinued operations	20,332			5,971			4,973
NET INCOME (LOSS)	$	2,792		$	(13,077	)	$	(8,551	)
Basic and diluted loss per share from continuing operations	$	(0.30	)	$	(0.33	)	$	(0.24	)
Basic and diluted earnings per share from discontinued operations	$	0.35		$	0.11		$	0.09
Basic and diluted earnings (loss) per share	$	0.05		$	(0.22	)	$	(0.15	)
Weighted-average basic shares outstanding	57,621			57,497			57,287
Weighted-average diluted shares outstanding	57,621			57,497			57,287
Distributions declared per common share and unit	$	0.565		$	1.05		$	1.16

See accompanying notes to the consolidated financial statements.

F-6

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

						Accumulated
	Common Shares			Additional Paid in		Other Comprehensive			Accumulated
	Number	Amount		Capital		Loss			Deficit			Total
Balance at December 31, 2005	57,010	$	570	$	790,372	$	—		$	(92,473	)	$	698,469
Issuance of restricted shares	139	1										1
Proceeds from option exercise	186	2		2,985								2,987
Amortization of restricted shares				649								649
Share compensation expense				444								444
Issuance of trustee deferred shares				176								176
Adjustment for minority interest in operating partnership				6								6
Net loss									(8,551		)	(8,551		)
Distributions									(66,688		)	(66,688		)
Balance at December 31, 2006	57,335	$	573	$	794,632	$	—		$	(167,712	)	$	627,493
Issuance of restricted shares	123	2										2
Conversion from units to shares	119	1										1
Amortization of restricted shares				972								972
Share compensation expense				867								867
Adjustment for minority interest in operating partnership				1,469								1,469
Net loss									(13,077		)	(13,077		)
Other comprehensive loss:
Unrealized loss on interest rate swap						(1,545		)				(1,545		)
Unrealized loss on foreign currency translation						(119		)				(119		)
Distributions									(60,444		)	(60,444		)
Balance at December 31, 2007	57,577	$	576	$	797,940	$	(1,664	)	$	(241,233	)	$	555,619
Issuance of restricted shares	46											—
Conversion from units to shares												—
Amortization of restricted shares				1,297								1,297
Share compensation expense				1,425								1,425
Adjustment for minority interest in operating partnership				367								367
Net income									2,792			2,792
Other comprehensive loss:
Unrealized loss on interest rate swap						(4,608		)				(4,608		)
Unrealized loss on foreign currency translation						(1,281		)				(1,281		)
Distributions									(32,683		)	(32,683		)
Balance at December 31, 2008	57,623	$	576	$	801,029	$	(7,553	)	$	(271,124	)	$	522,928

See accompanying notes to the consolidated financial statements.

F-7

U-STORE-IT TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2008			2007			2006
Cash Flows From Operating Activities
Net income (loss)	$	2,792		$	(13,077	)	$	(8,551	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	80,132			72,218			66,727
Asset write-off	—			—			305
Lease abandonment charge	—			1,316			—
Gain on disposition of discontinued operations	(19,720		)	(2,311		)	—
Equity compensation expense	2,722			1,840			1,272
Accretion of fair market value of debt	(446		)	(367		)	(692		)
Early extinguishment of debt	—			—			1,907
Minority interests	310			(995		)	(773		)
Changes in other operating accounts:
Other assets	1,425			(2,756		)	(350		)
Accounts payable and accrued expenses	(7		)	6,660			5,733
Other liabilities	(196		)	346			(1,011		)
Net cash provided by operating activities	$	67,012		$	62,874		$	64,567
Cash Flows From Investing Activities
Acquisitions, additions and improvements to storage facilities	(30,738		)	(48,014		)	(312,352		)
Acquisitions, additions and improvements to storage facilities - related party	—			(121,805		)	(37,414		)
Proceeds from sales of properties	56,867			17,935			42
Proceeds from sales of marketable securities	—			—			114,170
Investment in marketable securities	—			—			(19,000		)
Insurance settlements	1,447			—			1,712
Decrease (increase) in restricted cash	(399		)	(1,692		)	4,795
Net cash provided by (used in) investing activities	$	27,177		$	(153,576	)	$	(248,047	)
Cash Flows From Financing Activities
Proceeds from:
Revolving credit facility	57,300			156,500			331,000
Unsecured term loan	—			—			200,000
Secured term loan	9,975			47,444			—
Mortgage loans and notes payable	—			4,651			—
Short-term financing	—			—			80,000
Principal payments on:
Revolving credit facility	(104,300		)	(28,000		)	(240,500		)
Mortgage loans and notes payable	(12,526		)	(32,157		)	(114,111		)
Short term financing	—			—			(80,000		)
Capital lease obligations	—			—			(39		)
Distributions paid to shareholders	(41,621		)	(66,816		)	(66,623		)
Distributions paid to minority partners	(3,656		)	(5,975		)	(6,017		)
Loan procurement costs	(134		)	(144		)	(2,398		)
Proceeds from exercise of stock options	—			—			2,985
Net cash (used in) provided by financing activities	$	(94,962	)	$	75,503		$	104,297
Decrease in cash and cash equivalents	(773		)	(15,199		)	(79,183		)
Cash and cash equivalents at beginning of year	4,517			19,716			98,899
Cash and cash equivalents at end of year	$	3,744		$	4,517		$	19,716
Supplemental Cash Flow Information
Cash paid for interest, net of interest capitalized	$	52,291		$	53,952		$	45,461
Supplemental disclosure of noncash activities:
Acquisitions of facilities:
Additions to storage facilities	1,023			—			—
Mortgage loans	—			—			(34,451		)
Other, net	—			—			(2,032		)
Dispositions of facilities:
Notes receivable	2,612			—			—

See accompanying notes to the consolidated financial statements.

F-8

U-STORE-IT TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND NATURE OF OPERATIONS

U-Store-It Trust, a Maryland real estate investment trust (collectively with its subsidiaries, “we” or the “Company”), is a self-administered and self-managed real estate investment trust, or REIT, active in acquiring, developing and operating self-storage properties for business and personal use under month-to-month leases.  As of December 31, 2008, the Company owned 387 self-storage facilities (collectively, the “Properties”) containing an aggregate of approximately 25.0 million rentable square feet.  The Properties are located in 26 states throughout the United States, and in the District of Columbia. All references to building square footage, occupancy percentage, and the number of buildings are unaudited.

The Company owns substantially all of its assets through U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership”).  The Company is the sole general partner of the Operating Partnership and, as of December 31, 2008, owned a 91.9% interest in the Operating Partnership.  The Company manages its assets through YSI Management, LLC (the “Management Company”), a wholly owned subsidiary of the Operating Partnership.  The Company owns 100% of U-Store-It Mini Warehouse Co. (the “TRS”) in addition to three other subsidiaries, which it has elected to treat as taxable REIT subsidiaries. In general, a taxable REIT subsidiary may perform non-customary services for tenants, hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as minority interest as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”). When an entity is not deemed to be a VIE, the Company considers the provisions of EITF 04-05, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” (“EITF 04-05”). The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and the limited partners do not have the ability to dissolve the entity or remove the Company without cause nor substantive participating rights.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Storage Facilities

Storage facilities are carried at historical cost less accumulated depreciation and impairment losses.  The cost of storage facilities reflects their purchase price or development cost.  Costs incurred for the acquisition and renovation of a storage facility are capitalized to the Company’s investment in that property.  Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

Purchase Price Allocation

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based

F-9

upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.

In allocating the purchase price, the Company determines whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent.

The Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisitions in 2007.  Subsequently, during the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility.  This asset represents the value of in-place leases at the time of acquisition.

Depreciation and Amortization

The costs of self-storage facilities and improvements are depreciated using the straight-line method based on useful lives ranging from five to 40 years.

Impairment of Long-Lived Assets

We evaluate long-lived assets for impairment when events and circumstances indicate that there may be impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the asset exceeds the fair value based on its undiscounted future net operating cash flows attributable to the asset and circumstances indicate that the carrying value of the real estate asset may not be recoverable. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. Approximately $0.5 million and $0.4 million of impairment charges were recorded during 2008 and 2007, respectively.

Long-Lived Assets Held for Sale

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these conditions or criteria are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances.  As of December 31, 2008, there was one property held for sale (see Note 10).

During 2008, the Company sold 23 storage facilities throughout the United States.  During 2007, the Company sold three storage facilities in South Carolina and two additional facilities in Arizona. No facilities were sold during 2006. These sales have been accounted for as discontinued operations and, accordingly, the accompanying financial statements and notes reflect the results of operations of the storage facilities sold as discontinued operations (see Note 10).

Cash and Cash Equivalents

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.  The Company maintains cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements.

F-10

Loan Procurement Costs

Loan procurement costs related to borrowings consist of $10.6 million and $10.3 million at December 31, 2008 and 2007, respectively and are reported net of accumulated amortization of $6.2 million and $4.2 million as of December 31, 2008 and 2007, respectively. The costs are amortized over the life of the related debt using the effective interest rate method and reported as loan procurement amortization expense.

Marketable Securities

The Company accounts for its investments in debt and equity securities according to the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which requires securities classified as “available-for-sale” to be stated at fair value. Adjustments to fair value of available-for-sale securities are recorded as a component of other comprehensive income (loss).  A decline in the market value of equity securities below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value.  The impairment is charged to earnings and a new cost basis for the security is established.  We had no realized or unrealized gains or losses related to these securities during the years ended December 31, 2008, 2007 or 2006 and did not own any of these securities during 2007 and 2008. All income related to these investments was recorded as interest income.

Other Assets

Other assets consist primarily of accounts receivable, notes receivable, prepaid expenses and intangible assets. Accounts receivable were $2.8 million and $2.6 million as of December 31, 2008 and 2007, respectively. The Company has recorded an allowance of approximately $0.6 million and $0.5 million, respectively, related to accounts receivable as of December 31, 2008 and 2007.  The net carrying value of intangible assets as of December 31, 2008 and 2007 was $0.1 million and $4.6 million, respectively.

Environmental Costs

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

Revenue Recognition

Management has determined that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the respective lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in deferred revenue in the accompanying consolidated balance sheets and contractually due but unpaid rents are included in other assets.

Costs Associated with Exit or Disposal Activities

In October 2006, the Company committed to a plan to relocate its accounting, finance and information technology functions to the Philadelphia, Pennsylvania area.  As part of the relocation of these functions, the Company provided severance arrangements for certain existing employees related to those functions.  At the time the severance arrangements were entered into, the Company estimated a total expense of $470,000, of which $45,000 was paid in 2006 and the remainder was paid in 2007.

In August 2007, the Company abandoned certain office space in Cleveland, Ohio that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.

As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during the three months ended September 30, 2007.  The charge was comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”).  The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.”  The Company amortizes the Contract Termination Costs against rental expense over the remaining life of the respective leases.

F-11

Advertising Costs

The Company incurs advertising costs primarily attributable to print advertisements in telephone books. The Company recognizes the costs when the related telephone book is first published. The Company incurred $3.8 million, $4.3 million and $4.4 million in advertising expenses for the years ended 2008, 2007 and 2006, respectively.

Equity Offering Costs

Underwriting discount and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.

Other Property Related Income

Other property related income consists of late fees, administrative charges, sales of storage supplies and other ancillary revenues.

Capitalized Interest

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service. Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. The Company capitalized $0.1 million during 2008, $0.1 million during 2007 and $0.1 million during 2006.

Derivative Financial Instruments

We carry all derivatives on the balance sheet at fair value. We determine the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. Our use of derivative instruments has been limited to cash flow hedges of certain interest rate risks. At December 31, 2008 the Company had interest rate swap agreements for notional principal amounts aggregating $300 million, and $75 million at December 31, 2007.

Income Taxes

The Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The tax basis in the Company’s assets was $1.5 billion as of December 31, 2008 and $1.5 billion as of December 31, 2007.

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income and (b) 95% of the Company’s net capital gain exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2008, 2007, or 2006.

Taxable REIT subsidiaries, such as the TRS, are subject to federal and state income taxes.  The TRS recorded a net deferred tax asset of $0.5 million and $0.5 million as of December 31, 2008 and 2007, respectively, related to expenses which are deductible for tax purposes in future periods.

Minority Interests

Minority interests include income allocated to holders of the Operating Partnership Units (the “OP Minority Interests”). Income is allocated to the OP Minority Interests based on their ownership percentage of the Operating Partnership. This ownership percentage, as well as the total net assets of the Operating Partnership, changes when additional shares of our common stock or Operating Partnership Units are issued. Such changes result in an allocation between shareholders’ equity and Minority Interests in the Consolidated Balance Sheets. Due to the number of such capital transactions that occur each period, we have presented a single net effect of all such allocations for the period as the “Adjustment for Minority Interest in Operating Partnership” in our Consolidated Statements of Shareholders’ Equity and Owners’ Equity (Deficit) (rather than separately allocating the minority interest for each individual capital transaction). The Company has not adjusted the carrying

F-12

value of its minority interests subject to redemption provisions for changes in fair value.  Disclosure of the fair value of such redemption provisions is provided in Note 7.

Earnings per Share

Basic earnings per share is calculated based on the weighted average number of common shares and restricted shares outstanding and/or vested during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  The total dilutive impact of these items totaled approximately 94,000, 22,000 and 121,000 in 2008, 2007 and 2006, respectively, and was included in the calculation of diluted earnings per share, unless the inclusion would be anti-dilutive.

Share Based Payments

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.

Foreign Currency

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures.  The local currency is the functional currency for the Company’s foreign subsidiaries.  Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.  The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred. The Pound, which represents the functional currency used by USIFB, LLP, our joint venture in England, was translated at an end-of-period exchange rate of approximately 1.4619 and 1.9843 U.S. Dollars per Pound at December 31, 2008 and December 31, 2007, respectively, and an average exchange rate of 1.8669 U.S. Dollars per Pound for the twelve months ended December 31, 2008.

Recent Accounting Pronouncements

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“EITF 03-6-1”).  EITF 03-6-1 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method.  EITF 03-6-1 applies to our fiscal years beginning on January 1, 2009 and requires that all prior-period earnings per share data be adjusted retrospectively.  Early adoption is prohibited.  The Company does not expect the adoption of EITF 03-6-1 will have a material impact on our consolidated financial statements.

In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“APB 14-1”) that affects the accounting treatment for convertible debt instruments that may be settled wholly or partially in cash.  APB 14-1 requires that instruments within its scope be separated into their liability and equity components at initial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value will be amortized to interest expense using the interest method.  APB 14-1 applies to our fiscal years beginning on January 1, 2009 and requires retrospective application to all periods presented with early adoption prohibited.  The Company does not expect the adoption of APB 14-1 will have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 (“SFAS 163”). SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on our consolidated financial statements.

F-13

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). Under SFAS 162, the GAAP hierarchy will now reside in the accounting literature established by the FASB. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” We believe that the adoption of this standard on its effective date will not have a material effect on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement No. 133 (“SFAS 161”).  SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows.  SFAS 161 is effective on January 1, 2009.  We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS 141(R)”).  SFAS 141(R) establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements.  Under this revised statement, all costs incurred to effect an acquisition will be recognized separately from the acquisition.  Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition.  SFAS 141(R) is effective for all transactions entered into on or after January 1, 2009.  The impact of the adoption of this standard will be dependent on levels of costs incurred to effect future acquisitions.  These costs will now be expensed as incurred.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”).  SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified.  In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement.  SFAS 160 is effective on January 1, 2009.  The Company is currently assessing the impacts on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date.  This statement became effective on January 1, 2008.  The Company did not elect the fair value option for any of our existing financial instruments on the effective date and have not determined whether or not we will elect this option for any eligible financial instruments we acquire in the future.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities. This statement clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability. SFAS 157 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS 157 applies whenever other standards require assets or liabilities to be measured at fair value. This statement is effective in fiscal years beginning after November 15, 2007. The adoption of this standard on January 1, 2008 did not have a material effect on our consolidated financial statements.

Operating Segment

The Company has one reportable operating segment: it owns, operates, develops, and manages storage facilities.

Concentration of Credit Risk

The storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents 1% or more of the Company’s revenues. The facilities in Florida, California, Texas and Illinois provided total revenues of approximately 19%, 15%, 8% and 7%, respectively, for the year ended December 31, 2007.  The facilities in Florida, California, Texas and Illinois provided total revenues of approximately 19%, 15%, 9% and 7%, respectively, for the year ended December 31, 2008.

F-14

3.  STORAGE FACILITIES

The following summarizes the real estate assets of the Company as of December 31, 2008 and December 31, 2007:

	December 31,			December 31,
	2008			2007
	(in thousands)
Land	$	387,831		$	393,715
Buildings and improvements	1,300,711			1,324,168
Equipment	198,981			193,031
Construction in progress	600			5,482
Total	1,888,123			1,916,396
Less accumulated depreciation	(328,165		)	(269,278		)
Storage facilities — net	$	1,559,958		$	1,647,118

The carrying value of storage facilities has decreased from December 31, 2007 to December 31, 2008, primarily as a result of the 23 dispositions during 2008 and the one held for sale property at December 31, 2008.

F-15

The Company completed the following acquisitions, dispositions and consolidations for the years ended December 31, 2007 and 2008:

Facility/Portfolio	Location	Transaction Date	Total Number of Facilities	Purchase / Sale Price (in thousands)
2008 Acquisitions
Uptown Asset	Washington, DC	January 2008	1	$	13,300
2008 Dispositions
Waterway Asset	Miami, FL	December 2008	1	$	4,635
Skipper Road Assets	Multiple locations in FL	November 2008	2	5,020
Stuart/Vero Beach Assets	Multiple locations in FL	October 2008	2	4,550
Hudson Assets	Hudson, OH	October 2008	2	2,640
Deland Asset	Deland, FL	September 2008	1	2,780
Biloxi/Gulf Breeze Assets	Multiple locations in MS/FL	September 2008	2	10,760
Mobile Assets	Mobile, AL	September 2008	2	6,140
Churchill Assets	Multiple locations in MS	August 2008	4	8,333
Baton Rouge/Prairieville Assets	Multiple Locations in LA	June 2008	2	5,400
Linden Asset	Linden, NJ	June 2008	1	2,825
Endicott Asset	Union, NY	May 2008	1	2,250
Lakeland Asset	Lakeland, FL	April 2008	1	2,050
77th Street Asset	Miami, FL	March 2008	1	2,175
Leesburg Asset	Leesburg, FL	March 2008	1	2,400
			23	$	61,958
2007 Acquisitions
Sanford Asset	San Antonio, TX	January 2007	1	$	6,300
Grand Central Portfolio	Multiple locations in GA	January 2007	2	13,200
Rising Tide Portfolio	Multiple locations in FL/GA/MA/OH/CA	September 2007	14	121,000
			17	$	140,500
2007 Dispositions
Hilton Head Assets	Multiple locations in SC	May 2007	3	$	12,750
Arizona Assets	Multiple locations in AZ	December 2007	2	6,440
			5	$	19,190

The following table summarizes the change in number of self-storage facilities from January 1, 2007 through December 31, 2008:

	2008		2007
Balance - Beginning of year	409		399
Facilities acquired	1		17
Facilities consolidated	—		(2	)
Facilities sold	(23	)	(5	)
Balance - End of year	387		409

F-16

4.  INTANGIBLE ASSETS

During the year ended December 31, 2007, the Company acquired finite-lived intangible assets valued at approximately $6.8 million as part of its 2007 acquisitions.  These assets represent the value of in-place leases at the time of acquisition.  During the year, the intangible assets became fully amortized, with $4.6 million recognized as amortization expense during the year ended December 31, 2008.

During the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility.  This asset represents the value of in-place leases at the time of acquisition.  The Company recognized amortization expense related to this asset of $0.9 million ended December 31, 2008.  The estimated life of this asset at the time of acquisition was 12 months.  The amortization expense that will be recognized during 2009 is $0.1 million.

5.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOAN

As of December 31, 2008, the Company and its operating partnership had in place a three-year $450 million unsecured credit facility, which was entered into in November 2006, consisting of $200 million in an unsecured term loan and $250 million in unsecured revolving loans. The outstanding balance on the Company’s credit facility was $372 million and was comprised of $200 million of term loan borrowings and $172 million of unsecured revolving loans.  As of December 31, 2008, approximately $78 million was available under the Company’s credit facility.  The facility has a November 20, 2009 termination date, subject to a one year extension to November 20, 2010 at the Company’s option, provided we pay an extension fee of 15 basis points, or $675,000, and are not in default under the facility.  The Company currently intends to exercise this extension option prior to the November 20, 2009 termination date.  Borrowings under the credit facility bear interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating.  The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points.  The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or six months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.00% to 1.50% depending on our leverage ratio prior to achieving an investment grate rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating. At December 31, 2008, borrowings under the unsecured credit facility had a weighted average interest rate of 1.92%.

On September 14, 2007, the Company and its Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million.  The term loans have a November 20, 2009 termination date, subject to a one year extension to November 20, 2010 at the Company’s option, provided we pay an extension fee of 15 basis points, or $86,000, and are not in default under the facility.  The Company currently intends to exercise these extension options prior to the November 20, 2009 termination date.  Each term loan bears interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin. The applicable margin for the alternative base rate will vary from 0.10% to 0.60% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.  The Eurodollar rate is a rate of interest that is fixed for interest periods of one, two, three or nine months based on the LIBOR rate determined two business days prior to the commencement of the applicable interest period.  The applicable margin for the Eurodollar rate will vary from 1.10% to 1.60% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.425% to 1.00% depending on our credit rating after achieving an investment grade rating.  As of December 31, 2008, there were two term loans outstanding totaling $57.4 million that had a weighted average interest rate of 2.05%.  The outstanding term loans are secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008. The nine YSI RT LLC assets had a net book value of approximately $70.0 million at December 31, 2008.

F-17

6.  MORTGAGE LOANS AND NOTES PAYABLE

The Company’s mortgage loans and notes payable are summarized as follows:

	Carrying Value as of:
	December 31,		December 31,		Effective		Maturity
Mortgage Loan	2008		2007		Interest Rate		Date
	(in thousands)
Acq IV	$	—	$	2,359	7.71	%	Dec-08
Acq VI	1,701		1,746		8.43	%	Aug-09
YSI III	85,020		86,712		5.09	%	Nov-09
YSI I	85,105		86,770		5.19	%	May-10
YSI IV	6,150		6,227		5.25	%	Jul-10
YSI XXVI	9,724		9,956		5.00	%	Aug-10
YSI XXV	8,093		8,201		5.00	%	Oct-10
Promissory Notes	75		92		5.97	%	Nov-10
YSI II	85,213		86,843		5.33	%	Jan-11
YSI XII	1,561		1,599		5.97	%	Sep-11
YSI XIII	1,342		1,374		5.97	%	Sep-11
YSI VI	78,543		79,645		5.13	%	Aug-12
YASKY	80,000		80,000		4.96	%	Sep-12
USIFB	3,509		4,651		4.59	%	Oct-12
YSI XIV	1,862		1,909		5.97	%	Jan-13
YSI VII	3,224		3,280		6.50	%	Jun-13
YSI VIII	1,842		1,874		6.50	%	Jun-13
YSI IX	2,026		2,062		6.50	%	Jun-13
YSI XVII	4,365		4,477		6.32	%	Jul-13
YSI XXVII	532		547		5.59	%	Nov-13
YSI XXX	7,804		8,024		5.59	%	Nov-13
YSI XI	2,548		2,605		5.87	%	Dec-13
YSI V	3,363		3,440		5.25	%	Jan-14
YSI XXVIII	1,638		1,676		5.59	%	Feb-14
YSI X	4,237		4,303		5.87	%	Jan-15
YSI XV	1,961		1,999		6.41	%	Jan-15
YSI XX	65,953		67,545		5.97	%	Nov-15
Unamortized fair value adjustment	694		1,141
Total mortgage loans and notes payable	$	548,085	$	561,057

As of December 31, 2008 and 2007, the Company’s mortgage loans payable were secured by certain of its self-storage facilities with net book values of approximately $689 million and $725 million, respectively.

F-18

The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable at December 31, 2008:

2009	$	94,511
2010	112,730
2011	88,565
2012	161,381
2013	21,759
2014 and thereafter	68,445
Total mortgage payments	547,391
Plus: Unamortized fair value adjustment	694
Total mortgage indebtedness	$	548,085

The Company currently intends to fund its 2009 future principal payment requirements from cash provided by operating activities as well as additional borrowings under our credit facility ($78 million available as of December 31, 2008).

We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, we cannot provide any assurance that this will be the case. Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. In addition, the current dislocation in the United States debt markets has significantly reduced the availability and increased the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing.  There can be no assurance that such capital will be readily available in the foreseeable future.

7.  MINORITY INTERESTS

Operating Partnership

Operating partnership minority interests relate to the interests in the operating partnership that are not owned by the Company, which, at December 31, 2008, 2007 and 2006, amounted to approximately 8.1%, 8.1% and 8.3%, respectively.  These minority interests were issued in the form of Operating Partnership units and were a component of the consideration the Company paid to acquire certain self-storage facilities. Limited partners who acquired Operating Partnership units have the right to require the Operating Partnership to redeem part or all of their Operating Partnership units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair market value of an equivalent number of common shares of the Company. The market value of the Company’s common shares for this purpose will be equal to the average of the closing trading price of the Company’s common shares on the New York Stock Exchange for the 10 trading days before the date the Company received the redemption notice.  As of December 31, 2008, the calculated aggregate redemption value of outstanding Operating Partnership units based upon the Company’s stock price was approximately $20.8 million.

	Number of limited partnership units
As of December 31, 2007	5,079,928
Units issued	—
Units redeemed	—
As of December 31, 2008	5,079,928

In conjunction with the formation of the Company, certain former owners contributed facilities to the operating partnership and received units in the operating partnership concurrently with the closing of the Company’s initial public offering on October 22, 2004 (“IPO”). Limited partners who acquired operating partnership units in the Formation Transactions have the right, effective October 27, 2005, to require the operating partnership to redeem part or all of their operating partnership units for cash or, at the Company’s option, common shares, based upon the fair market value of an equivalent number of common shares for which the operating partnership units would have been redeemed if the Company had assumed and satisfied the operating partnership’s obligation by paying common shares. The market value of the Company’s common shares for this purpose will be equal to the average of the closing trading price of the Company’s common shares on the New York Stock Exchange for the 10 trading days before the day on which the Company received the redemption notice. Upon consummation of the IPO, the carrying value of the net assets of the operating partnership was allocated to minority interests. Pursuant to three contribution agreements and three option exercises in 2005, entities owned by the Company’s former Chief Executive Officer and one of its former Trustees received an aggregate of 1,524,358 operating partnership units for six facilities with a net historical basis of $7.3 million.

F-19

Consolidated Real Estate Venture

USIFB, LLP (“the Venture”) was formed to own, operate, acquire and develop self-storage facilities in England.  The Company has a 97% interest in the Venture, and through a wholly-owned subsidiary and together with its joint venture partner, operations began at one facility in London, England during 2008.  We have determined that the Venture is a variable interest entity as defined by FIN 46R, and that we are the primary beneficiary.  Accordingly, the assets, liabilities and results of operations of the Venture are consolidated in our consolidated financial statements.  At December 31, 2008, the Venture had total assets of $6.3 million and total liabilities of $3.6 million and a mortgage loan of $3.5 million secured by assets with a net book value of $5.3 million.  At December 31, 2008, the Venture’s creditors had no recourse to the general credit of the Company other than certain loan commitments.

8.  RELATED PARTY TRANSACTIONS

Robert J. Amsdell, former Chief Executive Officer and Chairman of the Board of Trustees, retired from the Board effective as of February 13, 2007.  Barry L. Amsdell submitted his letter of resignation from the Board on February 20, 2007.  Effective as of February 19, 2007, Todd C. Amsdell, President of U-Store-It Development LLC, a subsidiary of the Company, resigned.

Amsdell Settlement/Rising Tide Acquisition

On September 14, 2007, the Company settled all pending state and federal court litigation involving the Company and the interests of Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Kyle Amsdell, son of Robert and brother of Todd Amsdell (collectively, the “Amsdells”), and Rising Tide Development LLC, a company owned and controlled by Robert J. Amsdell and Barry L. Amsdell (“Rising Tide”).  The Board of Trustees of the Company, along with the Corporate Governance and Nominating Committee, approved the terms of the settlement.

In addition, on September 14, 2007, the Operating Partnership purchased 14 self-storage facilities from Rising Tide (the “Rising Tide Properties”) for an aggregate purchase price of $121 million pursuant to a purchase and sale agreement.  In connection with the settlement agreement and acquisition of the 14 self storage facilities, the Company considered the provisions of EITF 04-01, Accounting for Pre-existing relationships between the Parties to a Business Combination, and determined that all consideration paid was allocable to the purchase of the storage facilities.

Pursuant to a Settlement Agreement and Mutual Release, dated August 6, 2007, (the “Settlement Agreement”) which was conditioned upon the acquisition of the 14 self-storage facilities from Rising Tide for $121 million, each of the parties to the agreement executed various agreements.  A summary of the various agreements follows:

·Standstill Agreement.  Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell agreed they would not commence or participate in any proxy solicitation or initiate any shareholder proposal; take any action to convene a meeting of shareholders; or take any actions, including making any public or private proposal or announcement, that could result in an extraordinary corporate transaction relating to the Company.  The standstill agreement terminated on April 20, 2008.

·First Amendment to Lease.  The Operating Partnership and Amsdell and Amsdell, an entity owned by Robert and Barry Amsdell, entered into a First Amendment to Lease which modified certain terms of all of the lease agreements the Operating Partnership has with Amsdell and Amsdell for office space in Cleveland, Ohio.  The First Amendment provided the Operating Partnership the ability to assign or sublease the office space previously used for its corporate office and certain operations.  Separately, Amsdell and Amsdell consented to the Operating Partnership’s proposed sublease to an unrelated party of approximately 22,000 square feet of office space covered by the aforementioned leases.

·Termination of Option Agreement.  The Operating Partnership and Rising Tide entered into an Option Termination Agreement that terminated an Option Agreement dated October 27, 2004, by and between the Operating Partnership and Rising Tide.  The Option Agreement provided the Operating Partnership with an option to acquire Rising Tide’s right, title and interest to 18 properties, including:  the 14 Rising Tide Properties discussed above;

F-20

three properties that the Operating Partnership acquired in 2005 pursuant to exercise of its option; and one undeveloped property that Rising Tide has the option to acquire and that was not acquired as a part of the purchase and sale agreement.

·Termination of Property Management Agreement, and Marketing and Ancillary Services Agreement.  Certain of the Company’s subsidiaries and Rising Tide entered into a Property Management Termination Agreement and a Marketing and Ancillary Services Termination Agreement. Under the Property Management Agreement, the Company provided property management services for the Rising Tide Properties for a fee equal to the greater of 5.35% of the gross revenues of each property or $1,500 per property per month.  Under the Marketing and Ancillary Services Agreement, the Company provided limited marketing and other miscellaneous services for the Rising Tide properties.  Management fees earned by YSI Management LLC, from Rising Tide Development, were approximately $0, $0.4 million and $0.5 million for the years ended December 31, 2008, 2007 and 2006, respectively, and are included in other related party revenues. Accounts receivable from Rising Tide Development at December 31, 2008, 2007 and 2006 were approximately $0, $0.4 million and $0.5 million, respectively, and are included in due from related parties. No amounts were outstanding as of December 31, 2008.  These amounts represent expenses paid on behalf of Rising Tide Development by YSI Management LLC and proceeds from the sale of ancillary items that were reimbursed under standard business terms.  In connection with the termination of the Property Management Agreement, expenses relating to property management will be prorated.

·Amendment of Employment and Non-Compete Agreements.  As part of the Settlement Agreement, the Company entered into a Modification of Noncompetition Agreement and Termination of Employment Agreement (each a “Modification of Noncompetition Agreement and Termination of Employment Agreement”) with each of Robert J. Amsdell and Todd C. Amsdell, and a Modification of Noncompetition Agreement (“Modification of Noncompetition Agreement”) with Barry L. Amsdell, which terminates and modifies specific provisions of the noncompetition agreement the Company has with each of them, dated October 27, 2004 (the “Original Noncompetition Agreements”).  The Original Noncompetition Agreements restrict the ability of Robert J., Barry L. and Todd C. Amsdell to compete with the Company for one year and their ability to solicit employees of the Company for two years from the date of their termination of employment or resignation from service as a Trustee.  Pursuant to these modification agreements, Todd C. Amsdell will be able to compete with the Company, and Robert J. and Barry L. Amsdell will be able to (a) develop the one Rising Tide property that the Company did not acquire under the purchase and sale agreement and (b) compete with respect to any property identified as part of a Section 1031 “like-kind exchange” referenced in the purchase and sale agreement.  Further, each Original Noncompetition Agreement was modified to allow each of them to hire, for any purpose, any employee or independent contractor who was terminated, has resigned or otherwise left the employment or other service of the Company or any of its affiliates on or prior to June 1, 2007.

The Modification and Noncompetition Agreement and Termination of Employment Agreement with each of Robert J. Amsdell and Todd C. Amsdell also terminates the employment agreements the Company had with each of them, effective as of February 13, 2007 with respect to Robert J. Amsdell and February 19, 2007 with respect to Todd C. Amsdell.

Additional Acquisitions of Facilities

The Company, in accordance with a contract signed on April 3, 2006, acquired nine self-storage facilities from Jernigan Property Group on July 27, 2006 for consideration of approximately $45.3 million. Our Chief Executive Officer, Dean Jernigan, served as President of Jernigan Property Group. Mr. Jernigan has agreed that he will not expand his outside interest, ownership or activity in the self-storage business. Given Mr. Jernigan’s appointment as a Trustee and the Chief Executive Officer of the Company on April 24, 2006, this transaction was approved by a majority of the independent members of the Company’s Board of Trustees.

Construction Services

Historically, the Company engaged Amsdell Construction, a company owned by Robert J. Amsdell and Barry L. Amsdell, to maintain and improve its self-storage facilities.  The total payments incurred by the Company to Amsdell Construction for the year ended December 31, 2006 was approximately $42,000.  The Company did not engage Amsdell Construction during 2007 or 2008.

F-21

Corporate Office Leases

Pursuant to lease agreements that the Operating Partnership entered into with Amsdell and Amsdell during 2007, we rented office space from Amsdell and Amsdell at The Parkview Building, a multi-tenant office building of approximately 40,000 square feet located at 6745 Engle Road, an office building of approximately 18,000 square feet located at 6751 Engle Road, and an office building of approximately 28,000 square feet located at 6779 Engle Road.  Each of these properties is part of Airport Executive Park, a 50-acre office and flex development located in Cleveland, Ohio, which is owned by Amsdell and Amsdell. Our independent Trustees approved the terms of, and entry into, each of the office lease agreements by the Operating Partnership.  The table below shows the office space subject to these lease agreements and certain key provisions, including the term of each lease agreement, the period for which the Operating Partnership may extend the term of each lease agreement, and the minimum and maximum rents payable per month during the term.

Office Space	Approximate Square Footage	Term		Period of Extension Option (1)	Fixed Minimum Rent Per Month		Fixed Maximum Rent Per Month
The Parkview Building — 6745 Engle Road; and 6751 Engle Road	21,900	12/31/2014		Five-year	$	25,673	$	31,205
6745 Engle Road — Suite 100	2,212	12/31/2014		Five-year	$	3,051	$	3,709
6745 Engle Road — Suite 110	1,731	12/31/2014		Five-year	$	2,387	$	2,901
6751 Engle Road — Suites C and D	3,000	12/31/2014		Five-year	$	3,137	$	3,771
6779 Engle Road — Suites G and H	3,500	12/31/2008		Five-year	$	3,079	$	3,347
6745 Engle Road — Suite 120	1,600	4/30/2007		Three-year	$	1,800	$	1,900
6779 Engle Road — Suites I and J	3,500	(2	)	N/A	$	3,700	N/A

(1)Our operating partnership may extend the lease agreement beyond the termination date by the period set forth in this column at prevailing market rates upon the same terms and conditions contained in each of the lease agreements.

(2)In June 2007, the Operating Partnership terminated this lease agreement which had a month-to-month term.

In addition to monthly rent, the office lease agreements provide that our Operating Partnership reimburse Amsdell and Amsdell for certain maintenance and improvements to the leased office space.  The total amounts of lease payments incurred under the six office leases during the years ended December 31, 2008 and December 31, 2007 were approximately $0.4 million and $0.4 million, respectively.

Total future minimum rental payments under the related party lease agreements entered into as of December 31, 2008 are as follows:

	Due to Related Party		Due from Subtenant
	Amount		Amount
	(in thousands)
2009	$	453	$	314
2010	453		314
2011	475		314
2012	475		314
2013	499		314
2014 and thereafter	499		315
	$	2,854	$	1,885

Other

During the fourth quarter of 2006, the Company engaged a consultant to assist in establishing certain development protocols and processes. In connection with that assignment, the outside consultant utilized the services of the son-in-law of Dean Jernigan, President and Chief Executive Officer of the Company.  Our payments for Mr. Jernigan’s son-in-law’s services totaled $168 thousand in 2008 and $149 thousand in 2007.  Mr. Jernigan’s son-in-law was hired as a full-time employee of the Company on September 15, 2008.

F-22

Registration Rights

Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the “Amsdell Entities” that acquired common shares or Operating Partnership units in the formation transactions which took place at the time of the IPO received certain registration rights. An aggregate of approximately 9.7 million common shares acquired in the formation transactions were subject to a registration rights agreement (including approximately 1.1 million shares issuable upon redemption of approximately 1.1 million Operating Partnership units issued in the formation transactions).

In addition, Rising Tide Development received registration rights with respect to the Operating Partnership units it received in connection with the Company’s acquisition of three option facilities. An aggregate of approximately 0.4 million common shares (which shares are issuable upon redemption of approximately 0.4 million Operating Partnership units issued in connection with the Company’s option exercises) were subject to a registration rights agreement.

In March 2007, the Company filed a Registration Statement on Form S-3 to satisfy all of the abovementioned registration rights.

9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximates their respective book values at December 31, 2008 and 2007. The Company has fixed interest rate loans with a carrying value of $548.1 million and $556.4 million at December 31, 2008 and 2007, respectively.  The estimated fair values of these fixed rate loans were $527.8 million and $533.2 million at December 31, 2008 and 2007, respectively. The Company has variable interest rate loans with a carrying value of $429.4 million and $471.1 million at December 31, 2008 and 2007, respectively.  The estimated fair values of the variable interest rate loans were $423.2 million and $471.1 million at December 31, 2008 and 2007, respectively.  These estimates are based on discounted cash flow analyses assuming market interest rates for comparable obligations at December 31, 2008 and 2007.

10.  DISCONTINUED OPERATIONS

For the years ended December 31, 2008, 2007 and 2006, discontinued operations relates to 23 properties that the Company sold during 2008, one property that was considered held-for-sale at December 31, 2008, and five properties that the Company sold during 2007 (see Note 3).  There were no property dispositions during 2006.  Each of the sales during 2008 and 2007 resulted in the recognition of a gain, which in the aggregate totaled $19.7 million and $2.5 million, respectively.

The following table summarizes the revenue and expense information for the properties classified as discontinued operations for the years ended December 31, 2008, 2007 and 2006 (in thousands):

F-23

	For the year ended December 31,
	2008			2007			2006
REVENUES
Rental income	$	6,058		$	10,445		$	11,668
Other property related income	476			805			801
Total revenues	6,534			11,250			12,469
OPERATING EXPENSES
Property operating expenses	2,850			4,866			4,996
Depreciation and amortization	1,280			2,209			2,328
Total operating expenses	4,130			7,075			7,324
OPERATING INCOME	2,404			4,175			5,145
OTHER INCOME (EXPENSE)
Interest:
Interest expense on loans	—			(189		)	(497		)
Loan procurement amortization expense	—			(3		)	(26		)
Interest income	—			5			5
Other	—			—			(3		)
Total other expense	—			(187		)	(521		)
Income from discontinued operations	2,404			3,988			4,624
Net gain on disposition of discontinued operations	19,720			2,517			—
Minority interest attributable to discontinued operations	(1,792		)	(534		)	349
Income from discontinued operations	$	20,332		$	5,971		$	4,973

As of December 31, 2008, the property held-for-sale includes $2.4 million of storage facilities, net and the approximate gain on disposition of the property held-for-sale is $0.5 million and will be finalized as the sale is consummated.

11.  COMMITMENTS AND CONTINGENCIES

The Company currently owns one self-storage facility subject to a ground lease and five self-storage facilities having small parcels of land that are subject to ground leases. The Company recorded rent expense of approximately $0.2 million for each of the years ended December 31, 2008, 2007 and 2006, respectively.

Total future minimum rental payments under non-cancelable ground leases and related party office leases in effect as of December 31, 2008 are as follows:

	Third Party Amount		Related Party Amount
	(Dollars in thousands)
2009	$	159	$	453
2010	149		453
2011	149		475
2012	149		475
2013	149		499
2014 and thereafter	101		499
	$	856	$	2,854

The Company has been named as a defendant in a number of lawsuits in the ordinary course of business. In most instances, these claims are covered by the Company’s liability insurance coverage. Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.

F-24

12.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

The Company has entered into interest rate swap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its variable rate debt.  Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value and the related gains or losses are deferred in shareholders’ equity as Accumulated Other Comprehensive Loss.  These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings.  However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately.  Ineffectiveness was immaterial for all periods presented.

The Company formally assesses, both at inception of the hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is highly-effective as a hedge, it accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations.  If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations realized and unrealized gains and losses in respect of the derivative.

The Company had an interest rate cap agreement that effectively limited the interest rate on $40 million of credit facility borrowings at 5.50% per annum through January 2008.  The following table summarizes the terms and fair values of the Company’s derivative financial instruments at December 31, 2008 (in thousands):

		Notional						Fair
Hedge Product	Hedge Type	Amount		Strike		Effective Date	Maturity	Value
Swap	Cash flow	$	50,000	4.7725	%	8/24/2007	11/20/2009	$	(1,683	)
Swap	Cash flow	25,000		4.7160	%	9/4/2007	11/20/2009	(830		)
Swap	Cash flow	25,000		2.3400	%	3/28/2008	11/20/2009	(326		)
Swap	Cash flow	200,000		2.7625	%	5/28/2008	11/20/2009	(3,314		)
								$	(6,153	)

13.  FAIR VALUE MEASUREMENTS

As stated in Note 2 “Summary of Significant Accounting Policies” on January 1, 2008, the Company adopted the methods of fair value as described in SFAS No. 157 to value its financial assets and liabilities. As defined in SFAS No. 157, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, SFAS No. 157 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

F-25

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its assessment of fair value.

Financial assets and liabilities carried at fair value as of December 31, 2008 are classified in the table below in one of the three categories described above (dollars in thousands):

	Level 1		Level 2		Level 3
Interest Rate Swap Derivative Liabilities	$	—	$	6,153	$	—
Total liabilities at fair value	$	—	$	6,153	$	—

For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:

·Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions none of which experienced any significant downgrades in 2008 that would reduce the amount owed by the Company.

14.  SHARE-BASED COMPENSATION PLANS

On May 9, 2007, the Company’s shareholders approved an equity-based employee compensation plan, the 2007 Equity Incentive Plan (the “2007 Plan”). On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan” and collectively with the 2007 Plan, the “Plans”). The purpose of the Plans are to attract and retain highly qualified executive officers, Trustees and key employees and other persons and to motivate such officers, trustees, key employees and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plans provide for the grant of share options, share appreciation rights, restricted shares, share units, unrestricted shares, dividend equivalent rights and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. Share options granted under the Plans may be non-qualified share options or incentive share options.

The Plans are administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the Plans and determines the terms and provisions of option grants and share awards. A total of 3,900,000 and 3,000,000 common shares are reserved for issuance under the 2007 Plan and 2004 Plan, respectively. The maximum number of common shares underlying equity awards that may be granted to an individual participant under the 2004 Plan during any calendar year is 400,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units, and 500,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units under the 2007 Plan. The maximum number of common shares that can be awarded under the Plan to any person, other than pursuant to an option, share appreciation rights or time-vested restricted shares, is 250,000 per calendar year under the 2004 Plan.  In addition, under the 2007 Plan, the maximum number of performance awards that may be granted to an executive officer is 100,000 and the maximum value of performance shares that can be settled in cash and that can be granted in any year is $1.5 million. To the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards become available for future grants under the Plans, unless the Plans have been terminated.  Under the Plans, the Compensation Committee determines the vesting schedule of each share award and option. The exercise price for options is equivalent to the fair market value of the underlying common shares at the grant date. The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

F-26

Share Options

The fair values for options granted in 2007 and 2008 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

Assumptions:	2006			2007			2008
Risk-free interest rate	5.0		%	4.7		%	3.4		%
Expected dividend yield	6.3		%	5.9		%	6.9		%
Volatility (a)	20.3		%	21.2		%	27.3		%
Weighted average expected life of the options (b)	7.5 years			9.4 years			9.0 years
Weighted average fair value of options granted per share	$	2.10		$	2.40		$	1.09

(a)  Expected volatility is based upon the level of volatility historically experienced.

(b)  Expected life is based upon our expectations of stock option recipients’ expected exercise and termination patterns.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Volatility for the 2007 and 2008 grants was based on the trading history of the Company’s shares.

In 2008, 2007 and 2006, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.4 million, $0.9 million and $0.4 million, respectively, which was recorded in General and administrative expense. As of December 31, 2008, the Company had approximately $1.4 million of unrecognized compensation cost related to unvested stock options that will be recorded over the next five years.

The table below summarizes the option activity under the Plan for the years ended December 31, 2008, 2007 and 2006:

					Weighted Average
	Number of Shares		Weighted Average		Remaining
	Under Option		Exercise Price		Contractual Term
Balance at December 31, 2005	899,000		$	16.00	8.83
Options granted	867,500		18.38		10.00
Options canceled	(301,333	)	16.00		—
Options exercised	(186,667	)	16.00		8.36
Balance at December 31, 2006	1,278,500		$	17.62	8.92
Options granted	960,271		19.82		9.24
Options canceled	(322,000	)	16.21		—
Options exercised	—		—		—
Balance at December 31, 2007	1,916,771		$	18.95	8.74
Options granted	2,400,990		9.43		9.09
Options canceled	(1,006,662	)	13.08		—
Options exercised	—		—		—
Balance at December 31, 2008	3,311,099		$	13.84	8.42
Vested or expected to vest at December 31, 2008	3,311,099		13.84		8.42
Exercisable at December 31, 2008	577,715		18.64		7.57

At December 31, 2008, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was $0.

F-27

Restricted Shares

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 259,000 restricted shares were issued during 2008 for which the fair value of the restricted shares at their respective grant dates was approximately $1.8 million, which vest over three years.  During 2007, approximately 124,000 restricted shares were issued for which the fair value of the restricted shares at their respective grant dates was approximately $1.9 million.  As of December 31, 2008 the Company had approximately $0.7 million of remaining unrecognized compensation costs related to 2008 restricted share issuances that will be recognized over the next two years.

On December 22, 2005, 163,677 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units, entitling the holders thereof to receive common shares at a future date. Holders of the deferred share units are not entitled to any of the rights of a shareholder with respect to the deferred share units unless and until the common shares relating to the deferred share unit award have been delivered to such holder. However, the holders of the deferred share units are entitled to receive dividend equivalent payments, upon the Company’s payment of a cash dividend on outstanding common shares.

The shares were equally divided between time-vesting shares and market-based shares with values of $20.62 and $13.82 per share, respectively.  The fair value of the restricted share units at grant date was approximately $3.0 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the market-based shares. The time-vesting shares vest ratably over a five-year period, one-fifth per year on each of the first five anniversaries of the grant date. The market-based shares vest ratably over a five-year period, one-fifth per year on each of the first five anniversaries of the grant date if the average annual total shareholder return for the Company equals or exceeds ten percent. Additionally, any market-based shares that do not vest on a previous anniversary will vest on a subsequent anniversary date if the average annual total shareholder return from grant date equals or exceeds ten percent. Certain restricted share units awarded to the former Chief Executive Officer vest upon his retirement from the Company and since he reached the retirement age set forth in his award agreement prior to December 31, 2005, Robert J. Amsdell’s 72,745 restricted shares, valued at approximately $1.5 million, were recognized as share compensation expense in 2005.  During 2006, certain unvested shares vested early related to the termination of several executives under the terms of their respective employment agreements.  Accordingly, the Company recognized the related compensation expense in 2006.  As of December 31, 2006 the Company had no remaining unrecognized compensation cost related to the December 22, 2005 restricted share units.

The fair value for restricted share units granted in 2007 and 2008 were estimated at the time the units were granted. Awards that contain a market feature were valued using a Monte Carlo-pricing model applying the following weighted average assumptions:

Assumptions:	2007			2008
Risk-free interest rate	4.50		%	2.10		%
Volatility of total annual return	19.0		%	28.5		%
Weighted average expected life of the units	3 years			3 years
Weighted average fair value of units granted	$	11.70		$	4.14

In May 2005, the Company implemented the Deferred Trustees Plan, a component of the Plan, upon the approval of the Company’s Board of Trustees. Pursuant to the terms of the Deferred Trustees Plan, each non-employee member of the Board of Trustees may elect to receive all of his annual cash retainers and meeting fees payable for service on the Board of Trustees or any committee of the Board of Trustees in the form of either all common shares or all deferred share units.

Pursuant to the terms of the Deferred Trustees Plan, under the equity incentive plan, certain Trustees elected to receive their Board of Trustee fees in 2005 and 2006 in the form of deferred share units. On December 31, 2006 an aggregate of 8,564 deferred share units were granted to those Trustees and were valued at $20.55 per share and on December 31, 2005 and aggregate of 3,876 deferred share units were granted and were valued at $21.05 per share.  There was no similar activity in 2007 or 2008.

F-28

In 2008, 2007 and 2006, the Company recognized compensation expense related to restricted shares and restricted share units issued to employees and Trustees of approximately $1.4 million, $1.1 million and $0.7 million, respectively; these amounts were recorded in General and administrative expense. The following table presents non-vested restricted share activity during 2008:

	Number of Non-
	Vested Restricted
	Shares
Non-Vested at January 1, 2008	178,071
Granted	259,502
Vested	(53,871	)
Forfeited	(91,029	)
Non-Vested at December 31, 2008	292,673

15.  EARNINGS PER SHARE AND SHAREHOLDERS’ EQUITY

The following is a summary of the elements used in calculating basic and diluted earnings per share:

	For the year ended December 31,
	2008			2007			2006
	(Dollars and shares in thousands, except per share amounts)
Loss from continuing operations	$	(17,540	)	$	(19,048	)	$	(13,524	)
Income from discontinued operations	20,332			5,971			4,973
Net income (loss) attributable to common shares	$	2,792		$	(13,077	)	$	(8,551	)
Weighted-average shares outstanding	57,621			57,497			57,287
Share options and restricted share units (1)	—			—			—
Weighted-average diluted shares outstanding	57,621			57,497			57,287
Income (loss) per Common Share:
Continuing operations	$	(0.30	)	$	(0.33	)	$	(0.24	)
Discontinued operations	0.35			0.11			0.09
Basic and diluted earnings (loss) per share	$	0.05		$	(0.22	)	$	(0.15	)

(1) For the years ended December 31, 2008, 2007 and 2006, the potentially dilutive shares of approximately 94,000, 22,000, and 121,000 respectively, were not included in the earnings per share calculation as their effect is antidilutive.

The operating partnership units and common shares have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the operating partnership. An operating partnership unit may be redeemed for cash, or at the Company’s option, common shares on a one-for-one basis. Outstanding minority interest units in the operating partnership were 5,079,928 as of December 31, 2008. There were 57,623,491 common shares outstanding as of December 31, 2008.

16.  INCOME TAXES

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized. No valuation allowance was recorded at December 31, 2008 or 2007. The Company had net deferred tax assets of $0.5 million and $0.5 million, which are included in other assets, as of December 31, 2008 and 2007, respectively. The Company believes it is more likely than not the deferred tax assets will be realized.

F-29

	For the year ended December 31,
	2008			2007			2006
Income tax provision
Current:
U.S. Federal	$	—		$	—		$	—
Deferred:
U.S. Federal	—			(0.1		)	(0.2		)
Income tax provision	$	—		$	(0.1	)	$	(0.2	)
Effective income tax rate
Statutory federal income tax rate	34.0		%	34.0		%	34.0		%
State and local income taxes	4.0		%	4.0		%	2.6		%
Effective income tax rate	38.0		%	38.0		%	36.6		%

	As of December 31,
	2008				2007				2006
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Deferred taxes
Share based compensation	$	1.3	$	1.2	$	0.7	$	0.6	$	0.8	$	0.8
Other	0.3		—		0.4		—		0.3		—
Deferred taxes	$	1.6	$	1.2	$	1.1	$	0.6	$	1.1	$	0.8

17.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

During 2007, the Company acquired 17 self-storage facilities for an aggregate purchase price of approximately $140.5 million and sold five properties for an aggregate purchase price of approximately $19.2 million.  During 2008, the Company acquired one self-storage facility for an aggregate purchase price of approximately $13.3 million and sold 23 properties for an aggregate purchase price of approximately $62.0 million.

The unaudited condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred subsequent to January 1, 2007 as if each had occurred on January 1, of each respective year.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

The following table summarizes, on a pro forma basis, our consolidated results of operations for the years ended December 31, 2008 and 2007 based on the assumptions described above:

	2008			2007
	(unaudited)
	(in thousands, except per share data)
Pro forma revenue	$	236,465		$	227,235
Pro forma loss from continuing operations	$	(17,177	)	$	(30,271	)
Loss per common share from continuing operations
Basic and diluted — as reported	$	(0.30	)	$	(0.33	)
Basic and diluted — as pro forma	$	(0.30	)	$	(0.53	)

F-30

18.  ASSET IMPAIRMENT AND INSURANCE RECOVERIES

During 2008, the Company recorded $0.5 million of impairment charges related to property damage associated with Hurricane Ike and other extraordinary events including fires.  During 2007 the Company recorded $0.4 million of impairment charges related to property damage incurred at six properties as a result of either a fire or flood.  During 2006, insurance proceeds were sufficient to cover the insurance receivable and as such, no impairments were recorded.

19.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of quarterly financial information for the years ended December 31, 2008 and 2007 (in thousands, except per share data):

	Three months ended
	March 31,			June 30,		September 30,		December 31,
	2008			2008		2008		2008
Total revenues	$	57,895		$	58,630	$	60,370	$	59,505
Total operating expenses	$	49,545		$	51,151	$	50,861	$	50,169
Net income (loss)	$	(3,984	)	$	263	$	4,020	$	2,493
Basic and diluted earnings (loss) per share	$	(0.07	)	$	0.01	$	0.07	$	0.04

	Three months ended
	March 31,			June 30,		September 30,			December 31,
	2007			2007		2007			2007
Total revenues	$	52,523		$	53,637	$	55,661		$	57,661
Total operating expenses	$	44,204		$	43,204	$	47,131		$	50,334
Net income (loss)	$	(3,358	)	$	295	$	(4,130	)	$	(5,884	)
Basic and diluted earnings (loss) per share	$	(0.06	)	$	—	$	(0.07	)	$	(0.10	)

The summation of quarterly earnings per share amounts do not necessarily equal the full year amounts.  The above information was updated to reclassify amounts to discontinued operations.  See note 10.

20.  LEASE ABANDONMENT CHARGE

In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices.  The related leases have expiration dates ranging from December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.

As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.  The charge is comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”).  The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.”  The Company will amortize the Contract Termination Costs against rental expense over the remaining life of the respective leases.

21. COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31,
	2008			2007			2006
NET INCOME (LOSS)	$	2,792		$	(13,077	)	$	(8,551	)
Other comprehensive loss:
Unrealized loss on derivative financial instruments	(4,608		)	(1,545		)	—
Unrealized loss on foreign currency translation	(1,281		)	(119		)	—
COMPREHENSIVE LOSS	$	(3,097	)	$	(14,741	)	$	(8,551	)

F-31

U-STORE-IT

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

DECEMBER 31, 2008

(in thousands)

							Gross Carrying Amount
			Initial Cost				at December 31, 2008
Description	Square Footage	Encumbrances	Land	Building and Improvements	Costs Sub- sequent to Acquisition		Land	Building and Improvements	Total	Accumulated Depreciation (L)	Year Acquired / Developed
Mobile, AL	129,035	(A)	226	2,524	1,331		301	3,781	4,081	1,378	1997
Chandler, AZ	47,520		327	1,257	253		327	1,510	1,837	293	2005
Glendale, AZ	56,830		201	2,265	950		418	2,998	3,416	837	1998
Green Valley, AZ	25,050	(B)	298	1,153	138		298	1,291	1,589	243	2005
Mesa I, AZ	52,375		920	2,739	137		921	2,875	3,796	499	2006
Mesa II, AZ	45,345		731	2,176	140		731	2,316	3,048	411	2006
Mesa III, AZ	58,264		706	2,101	161		706	2,262	2,968	399	2006
Phoenix I, AZ	100,812		1,134	3,376	272		1,135	3,647	4,782	632	2006
Phoenix II, AZ	45,270		756	2,251	170		756	2,421	3,178	422	2006
Scottsdale, AZ	81,125		443	4,879	1,645		883	6,084	6,967	1,698	1998
Tempe, AZ	53,840	(A)	749	2,159	173		749	2,332	3,081	413	2005
Tucson I, AZ	59,350		188	2,078	897		384	2,779	3,163	762	1998
Tucson II, AZ	43,950		188	2,078	841		391	2,716	3,107	753	1998
Tucson III, AZ	49,772	(C)	532	2,048	121		533	2,169	2,702	416	2005
Tucson IV, AZ	48,008	(C)	674	2,595	164		675	2,759	3,433	526	2005
Tucson V, AZ	45,234	(C)	515	1,980	182		515	2,161	2,676	412	2005
Tucson VI, AZ	40,766	(C)	440	1,692	163		440	1,854	2,294	359	2005
Tucson VII, AZ	52,688	(C)	670	2,576	207		670	2,783	3,453	526	2005
Tucson VIII, AZ	46,650	(C)	589	2,265	101		589	2,365	2,954	452	2005
Tucson IX, AZ	67,656	(C)	724	2,786	242		725	3,028	3,753	567	2005
Tucson X, AZ	46,350	(C)	424	1,633	148		425	1,781	2,205	337	2005
Tucson XI, AZ	42,800	(C)	439	1,689	229		439	1,918	2,357	352	2005
Tucson XII, AZ	42,325	(C)	671	2,582	153		672	2,735	3,406	518	2005
Tucson XIII, AZ	45,792	(C)	587	2,258	143		587	2,401	2,988	454	2005
Tucson XIV, AZ	49,170		707	2,721	154		708	2,875	3,582	543	2005
Apple Valley I, CA	73,340	(D)	140	1,570	1,527		476	2,761	3,237	738	1997
Apple Valley II, CA	62,115	(E)	160	1,787	1,181		431	2,698	3,128	766	1997
Benicia, CA	74,770		2,392	7,028	156		2,392	7,184	9,577	1,266	2005
Bloomington I, CA	28,425		42	463	528		100	933	1,033	265	1997
Bloomington II, CA	25,860		54	604	458		144	972	1,116	267	1997
Cathedral City, CA	129,048		2,194	10,046	132		2,195	10,177	12,372	1,786	2006
Citrus Heights, CA	75,620	(C)	1,633	4,793	144		1,634	4,936	6,570	959	2005
Diamond Bar, CA	103,034		2,522	7,404	233		2,524	7,635	10,159	1,482	2005
Escondido, CA	143,170		3,040	11,804	(772	)	3,040	11,033	14,073	796	2007
Fallbrook, CA	46,170	(F)	133	1,492	1,481		432	2,674	3,106	700	1997
Hemet, CA	66,040	(D)	125	1,396	1,296		417	2,400	2,817	645	1997
Highland I, CA	76,765	(D)	215	2,407	1,979		582	4,019	4,601	1,121	1997
Highland II, CA	62,257		1,277	5,847	239		1,277	6,086	7,363	944	2006
Lancaster, CA	60,825	(E)	390	2,247	919		556	3,000	3,556	821	2001
Long Beach, CA	125,213		3,138	14,368	243		3,138	14,611	17,749	2,292	2006
Murrieta, CA	49,840		1,883	5,532	155		1,903	5,667	7,570	1,008	2005
North Highlands, CA	57,244	(C)	868	2,546	214		868	2,760	3,628	528	2005
Orangevale, CA	50,542	(C)	1,423	4,175	141		1,423	4,316	5,739	839	2005
Palm Springs I, CA	72,775		1,565	7,164	113		1,566	7,276	8,842	1,146	2006
Palm Springs II, CA	122,370		2,131	9,758	308		2,132	10,065	12,197	1,569	2006
Pleasanton, CA	82,015		2,799	8,222	55		2,799	8,277	11,076	1,461	2005
Rancho Cordova, CA	53,928	(C)	1,094	3,212	186		1,095	3,398	4,492	659	2005
Redlands, CA	62,805	(F)	196	2,192	1,138		449	3,077	3,526	960	1997
Rialto I, CA	57,371		899	4,118	156		899	4,274	5,173	667	2006
Rialto II, CA	99,783		277	3,098	1,700		672	4,403	5,075	1,304	1997
Riverside I, CA	28,360		42	465	605		141	971	1,112	263	1997
Riverside II, CA	20,420		42	423	357		114	708	822	200	1997
Riverside III, CA	46,809		91	1,035	1,032		310	1,847	2,158	464	1998
Riverside IV, CA	67,320		1,351	6,183	206		1,351	6,389	7,739	993	2006
Riverside V, CA	85,496		1,170	5,359	270		1,170	5,629	6,799	876	2006
Riverside VI, CA	74,900	(K)	1,040	4,119	(185	)	1,040	3,933	4,973	284	2007
Roseville, CA	60,094	(C)	1,284	3,767	253		1,284	4,020	5,304	762	2005
Sacramento I, CA	50,839	(C)	1,152	3,380	207		1,152	3,587	4,739	691	2005
Sacramento II, CA	61,890	(C)	1,406	4,128	113		1,407	4,241	5,648	826	2005
San Bernardino I, CA	83,278	(F)	152	1,704	1,406		450	2,812	3,262	783	1997
San Bernardino II, CA	31,070	(A)	51	572	1,074		182	1,515	1,697	438	1997
San Bernardino III, CA	57,215	(F)	152	1,695	1,646		444	3,049	3,493	984	1997
San Bernardino IV, CA	41,546	(A)	112	1,251	1,153		306	2,210	2,516	713	1997
San Bernardino V, CA	35,671	(A)	98	1,093	941		242	1,890	2,132	638	1997
San Bernardino VI, CA	83,507	(E)	1,872	5,391	42		1,872	5,433	7,305	1,117	2005
San Bernardino VII, CA	56,795		783	3,583	313		783	3,896	4,679	598	2006
San Bernardino VIII, CA	118,456		1,205	5,518	210		1,205	5,728	6,933	986	2006

F-32

							Gross Carrying Amount
			Initial Cost				at December 31, 2008
Description	Square Footage	Encumbrances	Land	Building and Improvements	Costs Sub- sequent to Acquisition		Land	Building and Improvements	Total	Accumulated Depreciation (L)	Year Acquired / Developed
San Bernardino IX, CA	78,839		1,475	6,753	276		1,476	7,028	8,503	1,095	2006
San Bernardino X, CA	111,904		1,691	7,741	266		1,692	8,005	9,697	1,415	2006
San Marcos, CA	37,430	(G)	775	2,288	69		776	2,355	3,132	459	2005
Santa Ana, CA	64,931		1,223	5,600	171		1,223	5,771	6,994	903	2006
South Palmetto, CA	80,555		292	3,289	1,889		688	4,782	5,470	1,229	1998
South Sacramento, CA	51,890	(C)	790	2,319	164		791	2,483	3,274	481	2005
Spring Valley, CA	55,080		1,178	5,394	290		1,178	5,684	6,862	885	2006
Sun City, CA	38,435		140	1,579	908		324	2,303	2,627	634	1998
Temecula I, CA	81,700		660	4,735	1,112		899	5,608	6,507	1,473	1998
Temecula II, CA	84,380	(K)	3,080	5,839	(62	)	3,080	5,777	8,857	416	2007
Thousand Palms, CA	72,970		1,493	6,835	314		1,493	7,149	8,642	1,126	2006
Vista I, CA	74,355	(D)	711	4,076	2,042		1,118	5,711	6,829	1,467	2001
Vista II, CA	147,721		4,629	13,599	85		4,629	13,684	18,313	2,410	2005
Walnut, CA	50,708		1,578	4,635	179		1,595	4,797	6,392	849	2005
West Sacramento, CA	39,715		1,222	3,590	104		1,222	3,694	4,916	649	2005
Westminster, CA	68,148	(G)	1,740	5,142	224		1,743	5,363	7,106	1,039	2005
Yucaipa, CA	77,560	(F)	198	2,221	1,546		525	3,439	3,965	980	1997
Aurora I, CO	75,667	(C)	1,343	2,986	231		1,343	3,216	4,559	639	2005
Aurora II, CO	57,609		736	1,637	256		736	1,893	2,629	363	2005
Aurora III, CO	28,730		352	783	169		352	952	1,304	182	2005
Aurora IV, CO	49,700		752	3,066	122		753	3,187	3,940	547	2006
Boulder I, CO	46,996		1,005	4,095	232		1,005	4,327	5,332	681	2006
Boulder II, CO	101,120		2,556	10,416	190		2,556	10,606	13,162	1,655	2006
Boulder III, CO	80,244		1,370	5,581	197		1,370	5,779	7,148	902	2006
Boulder IV, CO	95,148		2,102	8,563	153		2,102	8,716	10,818	1,359	2006
Colorado Springs I, CO	47,975		771	1,717	264		771	1,981	2,752	361	2005
Colorado Springs II, CO	62,400	1,961	657	2,674	180		656	2,855	3,511	409	2006
Denver I, CO	58,050		1,105	2,459	147		1,105	2,606	3,711	492	2005
Denver II, CO	59,200		673	2,741	145		674	2,885	3,559	496	2006
Denver III, CO	63,700		732	2,982	134		733	3,115	3,848	541	2006
Englewood, CO	51,000		981	2,183	157		981	2,340	3,321	446	2005
Federal Heights, CO	54,770	(C)	878	1,953	136		879	2,089	2,967	416	2005
Golden, CO	85,830	(C)	1,683	3,744	224		1,684	3,967	5,651	787	2005
Littleton I, CO	53,490	(C)	1,268	2,820	147		1,268	2,967	4,235	585	2005
Littleton II, CO	46,175		1,121	2,495	221		1,121	2,716	3,837	508	2005
Northglenn, CO	52,102	(C)	862	1,917	127		862	2,044	2,906	412	2005
Bloomfield, CT	48,700		78	880	2,195		360	2,793	3,153	760	1997
Branford, CT	50,679		217	2,433	1,114		504	3,260	3,764	1,156	1995
Bristol, CT	47,825	(E)	1,819	3,161	78		1,819	3,240	5,058	721	2005
East Windsor, CT	45,900	(A)	744	1,294	325		744	1,619	2,364	334	2005
Enfield, CT	52,875	(D)	424	2,424	294		473	2,670	3,142	991	2001
Gales Ferry, CT	54,230		240	2,697	1,353		489	3,801	4,290	1,348	1995
Manchester I, CT (6)	47,125	(D)	540	3,096	323		563	3,396	3,959	1,216	2002
Manchester II, CT	52,725	(E)	996	1,730	135		996	1,865	2,861	403	2005
Milford, CT	44,885		87	1,050	1,056		274	1,919	2,193	600	1994
Monroe, CT	58,500	(E)	2,004	3,483	543		2,004	4,026	6,030	856	2005
Mystic, CT	50,850		136	1,645	1,741		410	3,113	3,522	969	1994
Newington I, CT	42,520	(E)	1,059	1,840	71		1,059	1,911	2,969	426	2005
Newington II, CT	35,810	(E)	911	1,584	107		911	1,691	2,602	374	2005
Old Saybrook I, CT	87,500	(E)	3,092	5,374	263		3,092	5,637	8,729	1,250	2005
Old Saybrook II, CT	26,425	(E)	1,135	1,973	127		1,135	2,100	3,235	468	2005
South Windsor, CT	71,725		90	1,127	1,045		272	1,990	2,262	610	1994
Stamford, CT	28,957	(E)	1,941	3,374	55		1,941	3,428	5,370	769	2005
Washington, DC	62,695		871	12,759	102		871	11,870	12,741	591	2008
Boca Raton, FL	37,958	(F)	529	3,054	1,472		813	4,243	5,055	1,308	2001
Boynton Beach I, FL	61,987	(E)	667	3,796	1,597		958	5,102	6,060	1,615	2001
Boynton Beach II, FL	61,751	(A)	1,030	2,968	205		1,030	3,173	4,203	611	2005
Bradenton I, FL	68,466		1,180	3,324	131		1,180	3,455	4,635	741	2004
Bradenton II, FL	87,810		1,931	5,561	266		1,931	5,827	7,758	1,245	2004
Cape Coral, FL	76,592	(F)	472	2,769	2,335		830	4,746	5,576	1,499	2000
Dania Beach, FL (6)	182,693		3,584	10,324	618		3,584	10,942	14,526	2,320	2004
Dania, FL	58,270		205	2,068	1,331		481	3,123	3,604	982	1994
Davie, FL	81,035	(D)	1,268	7,183	628		1,373	7,707	9,079	2,681	2001
Deerfield Beach, FL	57,350	(A)	946	2,999	1,836		1,311	4,470	5,781	1,029	1998
Delray Beach, FL	67,821	(A)	798	4,539	583		883	5,037	5,920	1,771	2001
Fernandina Beach, FL	112,165		189	2,111	4,843		523	6,620	7,143	1,522	1996
Ft. Lauderdale, FL	70,593	(D)	937	3,646	2,237		1,384	5,437	6,820	1,288	1999
Ft. Myers, FL	67,546	(A)	303	3,329	376		328	3,680	4,008	1,323	1998
Jacksonville I, FL	80,336		1,862	5,362	36		1,862	5,397	7,260	882	2005
Jacksonville II, FL	65,020		950	7,004	(643	)	950	6,360	7,310	458	2007
Jacksonville III, FL	65,595		860	7,409	249		1,670	6,847	8,518	495	2007
Jacksonville IV, FL	78,374	(K)	870	8,049	(23	)	870	8,026	8,896	579	2007
Jacksonville V, FL	81,995		1,220	8,210	(505	)	1,220	7,705	8,925	557	2007
Lake Worth, FL	161,828	(F)	183	6,597	5,298		183	11,895	12,078	4,277	1998
Lakeland I, FL	49,007	(A)	81	896	948		256	1,669	1,925	664	1994
Kendall, FL	75,395	(K)	2,350	8,106	(719	)	2,350	7,387	9,737	532	2007

F-33

							Gross Carrying Amount
			Initial Cost				at December 31, 2008
Description	Square Footage	Encumbrances	Land	Building and Improvements	Costs Sub- sequent to Acquisition		Land	Building and Improvements	Total	Accumulated Depreciation (L)	Year Acquired / Developed
Lutz I, FL	66,595		901	2,478	99		901	2,577	3,478	557	2004
Lutz II, FL	69,232		992	2,868	198		992	3,066	4,058	651	2004
Margate I, FL	54,405	(A)	161	1,763	1,714		399	3,239	3,638	988	1994
Margate II, FL	65,186		132	1,473	1,679		383	2,901	3,284	834	1996
Merrit Island, FL	50,447	(A)	716	2,983	448		796	3,351	4,147	1,052	2000
Miami I, FL	46,925	(D)	179	1,999	1,601		484	3,296	3,779	1,132	1995
Miami II, FL	67,060	(E)	253	2,544	1,398		561	3,634	4,195	1,171	1994
Miami IV, FL	150,510		4,577	13,185	378		4,577	13,563	18,140	2,244	1905
Naples I, FL	48,150		90	1,010	2,318		270	3,147	3,418	938	1996
Naples II, FL	65,850	(E)	148	1,652	4,215		558	5,457	6,015	1,454	1997
Naples III, FL	80,699	(A)	139	1,561	3,705		598	4,806	5,405	1,755	1997
Naples IV, FL	40,725		262	2,980	477		407	3,311	3,719	1,013	1998
Ocoee, FL	76,280		1,286	3,705	81		1,286	3,786	5,073	724	1905
Orange City, FL	59,586		1,191	3,209	(30	)	1,191	3,179	4,370	711	2004
Orlando I, FL (6)	52,170		187	2,088	460		240	2,496	2,735	1,018	1997
Orlando II, FL	63,114	(E)	1,589	4,576	53		1,589	4,628	6,217	892	1905
Orlando III, FL	104,165		1,209	7,768	183		1,209	7,951	9,160	1,110	2006
Oviedo, FL	49,051		440	2,824	279		440	3,104	3,543	435	2006
Pembroke Pines, FL	67,337	(D)	337	3,772	2,594		953	5,750	6,703	1,591	1997
Royal Palm Beach I, FL	67,755	(F)	205	2,148	2,632		741	4,244	4,985	1,385	1994
Royal Palm Beach II, FL	81,440	(K)	1,640	8,607	(497	)	1,640	8,110	9,750	586	2007
Sanford, FL	61,960		453	2,911	84		453	2,995	3,449	426	1905
Sarasota, FL	71,102	(A)	333	3,656	1,081		529	4,541	5,070	1,540	1998
St. Augustine, FL	59,725		135	1,515	3,139		383	4,406	4,789	1,254	1996
Stuart, FL	86,883	(E)	324	3,625	2,609		685	5,873	6,558	1,631	1997
SW Ranches, FL	64,955		1,390	7,598	(870	)	1,390	6,727	8,117	486	2007
Tampa I, FL	55,997		330	1,887	553		330	2,440	2,770	798	2001
Tampa II, FL	83,763		2,670	6,249	(474	)	2,670	5,774	8,444	416	2007
West Palm Beach I, FL	68,063		719	3,420	1,446		835	4,750	5,585	1,640	2001
West Palm Beach II, FL	93,903		2,129	8,671	234		2,129	8,904	11,034	2,200	2005
Alpharetta, GA	90,485	(F)	806	4,720	875		967	5,434	6,401	2,098	2001
Austell, GA	83,525		1,635	4,711	146		1,643	4,849	6,492	609	2006
Decatur, GA	148,480		616	6,776	27		616	6,803	7,419	2,136	1998
Norcross, GA	85,390	(D)	514	2,930	667		632	3,479	4,111	1,114	2001
Peachtree City, GA	49,845	1705	435	2,532	521		529	2,959	3,488	965	2001
Smyrna, GA	56,820	(F)	750	4,271	116		750	4,387	5,137	1,599	2001
Snellville, GA	80,000		1,660	4,781	107		1,660	4,888	6,548	509	2007
Suwanee I, GA	85,600		1,737	5,010	119		1,737	5,129	6,866	530	2007
Suwanee II, GA	79,390	(K)	800	6,942	(329	)	800	6,614	7,414	478	2007
Addison, IL	31,325	(I)	428	3,531	189		428	3,720	4,148	786	2004
Aurora, IL	74,085		644	3,652	44		644	3,696	4,340	803	2004
Bartlett, IL	51,425		931	2,493	120		931	2,613	3,544	554	2004
Hanover, IL	41,174	(E)	1,126	2,197	115		1,126	2,312	3,438	494	2004
Bellwood, IL	86,525	(E)	1,012	5,768	540		1,012	6,308	7,320	2,250	2001
Des Plaines, IL (6)	74,400	(I)	1,564	4,327	201		1,564	4,528	6,092	966	2004
Elk Grove Village, IL	64,304	(I)	1,446	3,535	208		1,446	3,743	5,189	817	2004
Glenview, IL	100,115	(I)	3,740	10,367	105		3,740	10,472	14,212	2,259	2004
Gurnee, IL	80,275	(I)	1,521	5,440	198		1,521	5,638	7,159	1,211	2004
Harvey, IL	60,140	(I)	869	3,635	56		869	3,691	4,560	800	2004
Joliet, IL	74,350	(I)	547	4,704	114		547	4,818	5,365	1,032	2004
Kildeer, IL	46,475	(I)	2,102	2,187	91		2,102	2,278	4,380	488	2004
Lombard, IL	58,088	(I)	1,305	3,938	518		1,305	4,456	5,761	932	2004
Mount Prospect, IL	64,900	(I)	1,701	3,114	161		1,701	3,275	4,976	689	2004
Mundelein, IL	44,700	(I)	1,498	2,782	124		1,498	2,906	4,404	624	2004
North Chicago, IL	53,300	(I)	1,073	3,006	192		1,073	3,198	4,271	681	2004
Plainfield I, IL	53,900		1,770	1,715	146		1,770	1,861	3,631	406	2004
Plainfield II, IL	52,100		694	2,000	108		694	2,108	2,802	413	2005
Schaumburg, IL	31,235		538	645	107		538	752	1,290	171	2004
Streamwood, IL	64,305	(A)	1,447	1,662	218		1,447	1,880	3,327	404	2004
Warrensville, IL	48,796	(A)	1,066	3,072	144		1,066	3,216	4,282	598	2005
Waukegan, IL	79,750	(I)	1,198	4,363	189		1,198	4,552	5,750	972	2004
West Chicago, IL	48,425	(E)	1,071	2,249	129		1,071	2,378	3,449	512	2004
Westmont, IL	53,700	(I)	1,155	3,873	63		1,155	3,936	5,091	850	2004
Wheeling I, IL	54,210	(A)	857	3,213	174		857	3,387	4,244	730	2004
Wheeling II, IL	67,825	(I)	793	3,816	182		793	3,998	4,791	859	2004
Woodridge, IL	50,725	(I)	943	3,397	70		943	3,467	4,410	749	2004
Indianapolis I, IN	43,600	(I)	1,871	1,230	126		1,871	1,356	3,227	295	2004
Indianapolis II, IN	44,900	(I)	669	2,434	117		669	2,551	3,220	561	2004
Indianapolis III, IN	60,850	(I)	1,229	2,834	92		1,229	2,926	4,155	626	2004
Indianapolis IV, IN	62,909		641	3,154	(9	)	552	3,234	3,786	708	2004
Indianapolis V, IN	74,825	(I)	2,138	3,633	145		2,138	3,778	5,916	810	2004
Indianapolis VI, IN	73,353	(A)	406	3,496	169		406	3,665	4,071	782	2004
Indianapolis VII, IN	91,807	(I)	908	4,755	426		908	5,181	6,089	1,089	2004
Indianapolis VIII, IN	80,000	(I)	887	3,548	154		887	3,702	4,589	792	2004
Indianapolis IX, IN	61,732	(I)	1,133	4,103	153		1,133	4,256	5,389	913	2004

F-34

							Gross Carrying Amount
			Initial Cost				at December 31, 2008
Description	Square Footage	Encumbrances	Land	Building and Improvements	Costs Sub- sequent to Acquisition		Land	Building and Improvements	Total	Accumulated Depreciation (L)	Year Acquired / Developed
Baton Rouge I, LA	41,300		112	1,248	506		208	1,659	1,866	543	1997
Baton Rouge II, LA	80,327	(A)	118	1,181	1,788		331	2,756	3,087	781	1997
Slidell, LA	79,540	(D)	188	3,175	1,594		802	4,155	4,957	1,253	2001
Boston, MA	60,270	(F)	1,516	8,628	203		1,516	8,831	10,347	3,100	2002
Leominster, MA	53,823	(D)	90	1,519	2,344		338	3,616	3,953	1,012	1998
Medford, MA	58,292	(K)	1,330	7,165	(521	)	1,330	6,644	7,974	479	2007
Baltimore, MD	93,625	(E)	1,050	5,997	925		1,173	6,799	7,972	2,372	2001
California, MD	77,840		1,486	4,280	89		1,486	4,369	5,855	937	2004
Gaithersburg, MD	86,970	6150	3,124	9,000	137		3,124	9,137	12,261	1,880	2005
Laurel, MD	104,200	(F)	1,409	8,035	3,324		1,928	10,841	12,768	3,227	2001
Temple Hills, MD	97,250	(D)	1,541	8,788	2,046		1,800	10,575	12,375	3,240	2001
Grand Rapids, MI	87,381	(A)	185	1,821	1,368		325	3,049	3,374	1,156	1996
Portage, MI (6)	50,280		104	1,160	789		237	1,817	2,053	669	1996
Romulus, MI	42,050	(A)	308	1,743	605		418	2,238	2,656	683	1997
Wyoming, MI	91,158	(A)	191	2,135	1,087		354	3,059	3,413	1,166	1996
Gulfport, MS	61,251	(E)	172	1,928	872		338	2,634	2,972	819	1997
Belmont, NC	80,948		385	2,196	521		451	2,651	3,102	930	2001
Burlington I, NC	109,446	(A)	498	2,837	401		498	3,239	3,736	1,109	2001
Burlington II, NC	42,880		320	1,829	238		340	2,047	2,387	701	2001
Cary, NC	111,772	(A)	543	3,097	359		543	3,457	3,999	954	2001
Charlotte, NC	69,000	(F)	782	4,429	1,361		1,068	5,505	6,572	1,609	2005
Fayetteville I, NC	41,400		156	1,747	773		301	2,375	2,676	818	1997
Fayetteville II, NC	54,225	(F)	213	2,301	708		399	2,823	3,222	871	1997
Raleigh, NC	48,675		209	2,398	218		296	2,530	2,825	772	1998
Brick, NJ	52,740		234	2,762	1,283		485	3,794	4,279	1,277	1994
Clifton, NJ	105,550	(A)	4,346	12,520	123		4,346	12,643	16,989	2,276	2005
Cranford, NJ	91,250		290	3,493	2,044		779	5,048	5,827	1,600	1994
East Hanover, NJ	107,679		504	5,763	3,807		1,315	8,759	10,074	2,698	1994
Elizabeth, NJ	38,945		751	2,164	269		751	2,433	3,184	424	2005
Fairview, NJ	27,925		246	2,759	244		246	3,003	3,249	1,066	1997
Hamilton, NJ	70,550		1,885	5,430	143		1,893	5,565	7,458	697	2006
Hoboken, NJ	34,180		1,370	3,947	501		1,370	4,448	5,818	777	2005
Jersey City, NJ	91,311		397	4,507	2,607		1,010	6,501	7,511	2,064	1994
Linden, NJ	100,125		517	6,008	1,770		1,077	7,218	8,295	2,623	1994
Morris Township, NJ (5)	71,776	(D)	500	5,602	2,512		1,072	7,542	8,614	2,304	1997
Parsippany, NJ	66,325		475	5,322	1,900		844	6,853	7,697	2,159	1997
Randolph, NJ	52,565	(D)	855	4,872	1,247		1,108	5,866	6,974	1,934	2002
Sewell, NJ	57,830	(F)	484	2,766	1,146		706	3,690	4,396	1,216	2001
Albuquerque I, NM	65,927	(C)	1,039	3,395	181		1,039	3,576	4,615	734	2005
Albuquerque II, NM	58,798	(C)	1,163	3,801	151		1,163	3,952	5,115	803	2005
Albuquerque III, NM	41,016		519	1,697	220		519	1,917	2,436	386	2005
Albuquerque IV, NM	57,611	(C)	664	2,171	195		664	2,365	3,030	479	2005
Albuquerque V, NM	52,217		915	2,996	147		915	3,143	4,059	552	2006
Carlsbad, NM	39,999	(B)	490	1,613	94		491	1,706	2,197	349	2005
Deming, NM	33,005	(B)	338	1,114	110		339	1,223	1,562	252	2005
Las Cruces, NM	21,890		354	1,256	2		354	1,260	1,614	63	2008
Las Cruces, NM	43,850	(B)	611	2,012	155		612	2,166	2,778	441	2005
Lovington, NM	15,750	(B)	168	554	(181	)	111	430	542	85	2005
Silver City, NM	26,875	(B)	153	504	89		153	592	746	125	2005
Truth or Consequences, NM	24,010	(B)	10	34	74		11	108	118	30	2005
Las Vegas I, NV	41,590		1,851	2,986	165		1,851	3,151	5,002	488	2006
Las Vegas II, NV	48,900		3,354	5,411	146		3,355	5,556	8,911	845	2006
Jamaica, NY	88,815	(D)	2,043	11,658	472		2,043	12,129	14,173	4,207	2001
New Rochelle, NY	48,431	(A)	1,673	4,827	102		1,673	4,929	6,602	941	2005
North Babylon, NY	78,338	(F)	225	2,514	3,982		568	6,153	6,721	1,861	1998
Riverhead, NY	38,640		1,068	1,149	100		1,068	1,249	2,317	286	1905
Southold, NY	58,609		2,079	2,238	192		2,079	2,430	4,510	541	2005
Avon, CO	28,227		1,012	2,252	155		1,012	2,407	3,418	452	2005
Boardman, OH	65,495	(F)	64	745	2,156		287	2,678	2,965	1,394	1980
Brecksville, OH	58,452		228	2,545	1,055		442	3,386	3,828	993	1998
Canton I, OH	39,750		138	679	183		137	863	1,000	175	2005
Canton II, OH	26,200		122	595	113		120	710	830	146	2005
Centerville I, OH	86,390	(I)	471	3,705	116		471	3,821	4,292	817	2004
Centerville II, OH	43,350	(E)	332	1,757	150		332	1,907	2,239	403	2004
Cleveland I, OH	45,950		525	2,592	118		524	2,711	3,235	553	2005
Cleveland II, OH	58,425		290	1,427	156		289	1,584	1,873	334	2005
Columbus, OH	72,075		1,234	3,151	(55	)	1,239	3,091	4,329	439	2006
Dayton I, OH	43,100	(E)	323	2,070	91		323	2,161	2,484	467	2004
Dayton II, OH	48,149		441	2,176	113		440	2,290	2,730	466	2005
Euclid I, OH	46,910		200	1,053	1,906		317	2,842	3,159	1,511	1998
Euclid II, OH	47,275		359	—	1,638		461	1,535	1,997	402	1988
Grove City, OH	89,290		1,756	4,485	100		1,761	4,581	6,342	614	2006
Hilliard, OH	89,715		1,361	3,476	96		1,366	3,566	4,932	477	2006
Lakewood, OH	39,337		405	854	449		405	1,303	1,708	727	1989
Louisville, OH	53,960		257	1,260	117		255	1,379	1,634	295	2005

F-35

							Gross Carrying Amount
			Initial Cost				at December 31, 2008
Description	Square Footage	Encumbrances	Land	Building and Improvements	Costs Sub- sequent to Acquisition		Land	Building and Improvements	Total	Accumulated Depreciation (L)	Year Acquired / Developed
Marblehead, OH	52,300		374	1,843	158		373	2,002	2,375	404	2005
Mason, OH	33,900		127	1,419	95		149	1,492	1,641	501	1998
Mentor, OH	51,225		206	1,011	1,428		204	2,440	2,645	323	2005
Miamisburg, OH	59,930	(I)	375	2,410	172		375	2,582	2,957	548	2004
Middleburg Heights, OH	93,125		63	704	1,938		332	2,373	2,705	689	1980
North Canton I, OH	45,400		209	846	502		299	1,258	1,557	881	1983
North Canton II, OH	44,180		70	1,226	11		239	1,068	1,307	265	1983
North Olmsted I, OH	48,665		63	704	1,170		214	1,723	1,937	582	1979
North Olmsted II, OH	47,850	(F)	290	1,129	1,044		469	1,994	2,463	982	1988
North Randall, OH	80,099	(F)	515	2,323	2,802		898	4,743	5,640	1,424	1988
Perry, OH	63,700		290	1,427	112		288	1,540	1,829	320	2005
Reynoldsburg, OH	66,895		1,290	3,295	186		1,295	3,476	4,771	455	2006
Strongsville, OH	43,927	(K)	570	3,486	(291	)	570	3,195	3,765	229	2007
Warrensville Heights, OH	90,331		525	766	2,858		935	3,214	4,149	829	1980
Westlake, OH	62,750		509	2,508	126		508	2,635	3,143	544	2005
Willoughby, OH	34,064		239	1,178	148		238	1,327	1,565	272	2005
Youngstown, OH	65,950	(A)	67	—	1,700		204	1,563	1,767	851	1977
Levittown, PA	76,230	(F)	926	5,296	803		926	6,099	7,025	2,081	2001
Philadelphia, PA	100,353	(D)	1,461	8,334	1,125		1,461	9,459	10,920	3,865	2001
Alcoa, TN	42,325	(J)	254	2,113	65		254	2,177	2,432	419	2005
Antioch, TN	76,020		588	4,906	125		588	5,031	5,619	850	2005
Cordova I, TN	54,225	(G)	296	2,482	152		297	2,633	2,930	510	2005
Cordova II, TN	67,550		429	3,580	238		429	3,818	4,247	555	2006
Knoxville I, TN	29,377		99	1,113	172		102	1,282	1,384	427	1997
Knoxville II, TN	38,000		117	1,308	204		129	1,501	1,629	490	1997
Knoxville III, TN	45,736		182	2,053	649		331	2,554	2,884	741	1998
Knoxville IV, TN	58,852		158	1,771	715		310	2,334	2,644	631	1998
Knoxville V, TN	42,790		134	1,493	397		235	1,789	2,024	595	1998
Knoxville VI, TN	63,440	(J)	439	3,653	88		440	3,740	4,180	715	1998
Knoxville VII, TN	55,094	(J)	312	2,594	178		312	2,771	3,083	520	2005
Knoxville VIII, TN	95,868	(J)	585	4,869	113		586	4,981	5,567	950	2005
Memphis I, TN	91,000	(E)	677	3,880	1,211		677	5,090	5,768	1,647	2001
Memphis II, TN	71,910		395	2,276	215		395	2,491	2,886	902	2001
Memphis III, TN	41,017	(G)	212	1,779	187		213	1,965	2,178	381	2005
Memphis IV, TN	38,714	(G)	160	1,342	187		160	1,529	1,689	294	2005
Memphis V, TN	60,120	(G)	209	1,753	413		210	2,165	2,375	388	2005
Memphis VI, TN	110,171		462	3,851	265		462	4,116	4,577	609	2006
Memphis VII, TN	115,303		215	1,792	412		215	2,204	2,419	317	2006
Memphis VIII, TN	68,700		355	2,959	243		355	3,202	3,557	476	2006
Nashville I, TN	103,830		405	3,379	411		405	3,790	4,195	614	2005
Nashville II, TN	83,274		593	4,950	197		593	5,147	5,740	854	2005
Nashville III, TN	101,475		416	3,469	270		416	3,740	4,156	599	2006
Nashville IV, TN	102,425		992	8,274	208		992	8,482	9,474	1,374	2006
Austin I, TX	59,595		2,239	2,038	164		2,239	2,201	4,440	384	2005
Austin II, TX	65,401		734	3,894	131		738	4,020	4,759	577	2006
Austin III, TX	71,010		1,030	5,468	138		1,035	5,600	6,635	704	2006
Baytown, TX	38,950		946	863	64		948	926	1,874	181	2005
Bryan, TX	60,450		1,394	1,268	109		1,396	1,375	2,771	262	2005
College Station, TX	26,550	(H)	812	740	76		813	815	1,628	154	2005
Dallas, TX	58,907		2,475	2,253	175		2,475	2,428	4,903	433	2005
Denton, TX	60,836	2026	553	2,936	122		569	3,041	3,611	374	2006
El Paso I, TX	59,702	(C)	1,983	1,805	146		1,984	1,951	3,934	368	2005
El Paso II, TX	48,704	(C)	1,319	1,201	101		1,320	1,302	2,622	245	2005
El Paso III, TX	71,276	(C)	2,408	2,192	133		2,409	2,324	4,733	432	2005
El Paso IV, TX	58,958	(C)	2,073	1,888	(62	)	2,074	1,826	3,900	381	2005
El Paso V, TX	62,300	(B)	1,758	1,617	102		1,761	1,716	3,477	317	2005
El Paso VI, TX	36,620	(B)	660	607	85		662	690	1,352	132	2005
El Paso VII, TX	—	(B)	563	517	(1,080	)	—	—	—	110	2005
Fort Worth I, TX	49,778		1,253	1,141	86		1,253	1,226	2,480	220	2005
Fort Worth II, TX	72,925		868	4,607	110		874	4,710	5,585	671	2006
Frisco I, TX	50,854	(A)	1,093	3,148	70		1,093	3,218	4,311	607	2005
Frisco II, TX	71,239	3363	1,564	4,507	87		1,564	4,594	6,159	870	2005
Frisco III, TX	75,225		1,147	6,088	119		1,154	6,201	7,354	882	2006
Garland I, TX	70,120	3224	751	3,984	299		767	4,267	5,034	516	2006
Garland II, TX	68,475		862	4,578	52		862	4,629	5,491	525	2006
Greenville I, TX	59,385		1,848	1,682	63		1,848	1,745	3,592	315	2005
Greenville II, TX	44,900		1,337	1,217	59		1,337	1,276	2,613	229	2005
Houston I, TX	101,350		1,420	1,296	111		1,422	1,405	2,827	270	2005
Houston II, TX	71,300		1,510	1,377	(49	)	1,512	1,326	2,838	300	2005
Houston III, TX	61,145	532	575	524	182		576	705	1,280	128	2005
Houston IV, TX	43,775	(H)	960	875	67		961	940	1,902	180	2005
Houston V, TX	101,045	4477	1,153	6,122	231		1,156	6,350	7,506	751	2006
Keller, TX	61,885	2,548	890	4,727	80		890	4,806	5,697	699	2006

F-36

							Gross Carrying Amount
			Initial Cost				at December 31, 2008
Description	Square Footage	Encumbrances	Land	Building and Improvements	Costs Sub- sequent to Acqui- sition		Land	Building and Improvements	Total	Accumulated Depreciation (L)	Year Acquired / Developed
La Porte, TX	45,100		842	761	207		843	967	1,810	174	2005
Lewisville, TX	58,190	1843	476	2,525	232		492	2,741	3,233	329	2006
Mansfield, TX	63,075		837	4,443	80		843	4,516	5,360	646	2006
McKinney I, TX	47,020	1342	1,632	1,486	71		1,634	1,555	3,189	274	2005
McKinney II, TX	70,050	4,237	855	5,076	54		857	5,128	5,985	752	2006
North Richland Hills, TX	57,175		2,252	2,049	101		2,252	2,150	4,402	384	2005
Roanoke, TX	59,300		1,337	1,217	87		1,337	1,304	2,641	234	2005
San Antonio I, TX	73,930		2,895	2,635	51		2,895	2,686	5,581	467	2005
San Antonio II, TX	73,180		1,047	5,558	56		1,052	5,610	6,662	648	2006
San Antonio III, TX	72,375		996	5,286	24		996	5,310	6,306	531	2007
Sherman I, TX	55,050	1561	1,904	1,733	67		1,906	1,798	3,704	317	2005
Sherman II, TX	48,425	1,862	1,337	1,217	64		1,337	1,281	2,618	228	2005
Spring, TX	72,801		580	3,081	(2	)	580	3,079	3,660	459	2006
Murray I, UT	60,280	(C)	3,847	1,017	168		3,848	1,184	5,032	227	2005
Murray II, UT	48,896	(C)	1,182	312	105		1,182	417	1,599	81	2005
Salt Lake City I, UT	56,446	(C)	2,695	712	154		2,696	865	3,561	174	2005
Salt Lake City II, UT	53,676	(C)	2,074	548	144		2,075	691	2,766	137	2005
Fredericksburg I, VA	69,475		1,680	4,840	233		1,680	5,073	6,753	778	2005
Fredericksburg II, VA	61,452		1,757	5,062	288		1,758	5,349	7,108	811	2005
Milwaukee, WI	58,515	(I)	375	4,333	125		375	4,458	4,833	967	2004
USIFB	—		—	7,057	—		—	5,443	5,443	130	2007
Corporate Office			—	—	—		—	10,114	10,114	3,321	1977
Construction in Progress			—	—	—		—	600	600	—
			—	—			—
	24,894,291	(M)	359,848	1,315,514	204,651		387,443	1,500,680	1,888,123	328,165

(A) This facility is part of Yasky Loan portfolio, with a balance of $80,000 as of December 31, 2008.

(B) This facility is part of the YSI XXV Loan portfolio, with a balance of $8,093 as of December 31, 2008.

(C) This facility is part of the YSI XX Loan portfolio, with a balance of $65,953 as of December 31, 2008.

(D) This facility is part of the YSI II Loan portfolio, with a balance of $85,213 as of December 31, 2008.

(E) This facility is part of the YSI VI Loan portfolio, with a balance of $78,543 as of December 31, 2008.

(F) This facility is part of the YSI I Loan portfolio, with a balance of $85,105 as of December 31, 2008.

(G) This facility is part of the YSI XXVI Loan portfolio, with a balance of $9,724 as of December 31, 2008.

(H) This facility is part of the YSI XXVIII Loan portfolio, with a balance of $1,638 as of December 31, 2008.

(I) This facility is part of the YSI III Loan portfolio, with a balance of $85,020 as of December 31, 2008.

(J) This facility is part of the YSI XXX Loan portfolio, with a balance of $7,804 as of December 31, 2008.

(K) This facility is part of the YSI RT Secured Term Loan portfolio, with a balance of $57,419 as of December 31, 2008.

(L) Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

(M) Total square footage excludes held-for-sale asset

Activity in real estate facilities during 2008, 2007, and 2006 was as follows (in thousands):

	2008			2007			2006
Storage facilities
Balance at beginning of year	$	1,916,396		$	1,771,864		$	1,386,786
Acquisitions & improvements	30,295			160,256			384,130
Dispositions and other	(59,168		)	(21,206		)	(534		)
Contstruction in progress	600			5,482			1,482
Balance at end of year	$	1,888,123		$	1,916,396		$	1,771,864
Accumulated depreciation
Balance at beginning of year	$	269,278		$	205,049		$	140,491
Depreciation expense	77,580			68,355			64,728
Dispositions and other	(18,693		)	(4,126		)	(170		)
Balance at end of year	$	328,165		$	269,278		$	205,049
Net Storage facility assets	$	1,559,958		$	1,647,118		$	1,566,815

F-37

EX-10.38

Exhibit 10.38

DEAN JERNIGAN

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 23, 2008 by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Dean Jernigan (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated April 24, 2006 which was replaced by the Amended and Restated Employment Agreement dated as of April 20, 2007 (the “Original Employment Agreement”), pursuant to which the Executive was employed by the Company as President and Chief Executive Officer; and

WHEREAS, the Company and the Executive desire to enter into this Agreement which supersedes and replaces in its entirety the Original Employment Agreement; and

WHEREAS, the Company desires to employ the Executive to devote full time to the business of the Company as the Chief Executive Officer of the Company; and

WHEREAS, the Executive desires to be employed by the Company on the terms and subject to the conditions hereinafter stated.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby continues the employment of the Executive, and the Executive hereby accepts such continuation of employment, for an initial term ending on April 24, 2011 unless sooner terminated in accordance with the provisions of Section 4 or Section 5 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one-year renewals unless either party hereto notifies the other, in accordance with Section 7.4, of non-renewal at least ninety (90) days prior to the end of any such Term. Notwithstanding the employment of the Executive by the Company, the Company shall be entitled to pay the Executive from the payroll of any subsidiary of the Company.

2. Duties. The Executive, in his capacity as Chief Executive Officer, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Trustees of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors or a comparable governing body of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit the Executive from performing personal and charitable activities and any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board (the “Compensation Committee”).

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a base salary at the rate of $610,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2 Bonus. During the Term, in addition to the Annual Salary, the Executive will be eligible to participate in (a) any formal annual bonus plan established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Annual Bonus Plan,” and amounts paid thereunder are referred to as an “Annual Bonus”) and (b) any formal long-term bonus or incentive plans established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Long-Term Bonus Plans,” and amounts paid thereunder are referred to as “Long-Term Bonus”).  The Annual Bonus Plans and the Long-Term Bonus Plans are referred to as the “Bonus Plans.” The Executive may be awarded such restricted shares, share options and other equity-based awards under the Company’s equity compensation plans (“Equity Awards”) as the Compensation Committee determines to be appropriate in its sole discretion.

3.3 Benefits — In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to similarly situated senior executives of the Company generally, on the same terms as may be applicable to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.

3.4 Vacation. During the Term, the Executive shall be entitled to vacation of four (4) weeks per year.

3.5 Automobile. During the Term, the Company will provide the Executive an allowance for the use of an automobile (including the payment of vehicle insurance) in accordance with the Company’s policy in effect from time to time. At the option of the Company, in lieu of providing such allowance, the Company will provide the Executive with an automobile of suitable standard to the Executive’s position.

3.6 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket business expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, pursuant to the Company’s standard expense reimbursement policy as in effect from time to time, so long as the Executive provides

2

proper documentation establishing the amount, date and business purpose of the expenses.

4. Termination upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination.

Upon death or other termination of employment by virtue of disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s death or disability and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 30 days of the Effective Date of Termination; (ii) all Equity Awards held by the Executive shall become fully vested and exercisable; and (iii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13). For purposes of this Section 4, the “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of his employment during the Term upon death or by virtue of disability.

5. Other Terminations of Employment.

5.1 Termination for Cause.   For purposes of this Agreement, “Cause” shall mean:

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(a) the Executive’s conviction for (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

(b) the Executive’s commission of an act of fraud, theft or dishonesty related to the business of the Company or its affiliates or the performance of the Executive’s duties hereunder;

(c) the willful and continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder;

(d) any material violation by the Executive of the covenants contained in Section 6 or that certain Non-Competition Agreement dated as of April 24, 2006 between the Executive and the Company (the “Non-Competition Agreement”); or

(e) the Executive’s willful and continuing material breach of this Agreement.

For purposes of this Section 5.1, no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its subsidiaries. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Cause under clause (c), (d) or (e) above, the Executive shall have 30 days from the date written notice is given by the Company of such event or condition to cure such event or condition and, if the Executive does so, such event or condition shall not constitute Cause hereunder.

5.2 Termination for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive:

 (a) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company and its subsidiaries;

(b) a material reduction in Annual Salary of the Executive;

(c) the failure by the Company to obtain an agreement from any successor to the business of the Company to assume and agree to perform this Agreement;

(d) a change in control (for purposes of this Section, “Change in Control” shall mean:

(i) the dissolution or liquidation of the Company,

(ii) the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the

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Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of voting securities of the Company immediately prior thereto cease to beneficially own more than 50% of the voting securities of the surviving entity immediately thereafter,

(iii) a sale of all or substantially all of the assets of the Company to another person or entity other than an affiliate of the Company,

(iv) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company, or

(v) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board;

(e) a requirement by the Company that the Executive’s work location be moved more than fifty (50) miles from the Company’s office where the Executive works effective as of the date of this Agreement, unless the relocation results in the work location being closer to Executive’s residence; or

(f) the Company’s material and willful breach of this Agreement.

Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason under clause (a), (b), (e) or (f) above, the Company shall have 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason one (1) year after the event or condition first occurs.

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5.3 Effect of Termination for Cause.  The Company may terminate the Executive’s employment hereunder for Cause and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. If the Company terminates the Executive for Cause, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.3, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.4 Effect of Termination Without Good Reason.  The Executive may terminate his employment without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason: (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.4, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.5 Effect of Non-Renewal. In the event the Company elects not to renew this Agreement as contemplated in Section 1 above and as a result the Executive has a Separation from Service, the Executive shall receive a cash payment equal to one (1) times the sum of: (i) the Executive’s Annual Salary in effect on the day of expiration of the Term and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive as provided for in Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives, payable no later than 30 days after such Separation from Service (or, if later, as soon as

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practicable, but in no event after the earlier of (x) 30 days after the amount is reasonably capable of being known and (y) the date that is 2 1/2 months after the end of the calendar year in which the Separation from Service occurs).

5.6 Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1 through Section 5.5, (i) the Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive within 30 days of the Effective Date of Termination; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13).

The “Severance Payment” means three (3) times the sum of: (i) the Executive’s Annual Salary (as in effect on the effective date of such termination) and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive pursuant to Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2

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if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives.  For purposes of this Section 5.6, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination, or in the case of termination of employment by the Executive for Good Reason, the date of termination specified in such Executive’s notice of termination.

5.7 Severance and Release. In the event that Executive’s employment is terminated and Executive receives a Severance Payment or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, Executive has executed and delivered to the Company a Severance and General Release Agreement in substantially the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this Agreement if the executed release is not received by the Company within 60 days after the Effective Date of Termination.

5.8 Nature of Payments. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 5 constitute liquidated damages for termination of his employment during the Term.

5.9 References in Sections 5.5 and 5.6 to Annual Bonuses and Long-Term Bonuses (and the singular thereof) mean any such bonuses received under this agreement or the Original Agreement.

6. Confidential and Proprietary Information.

6.1 Confidential Information. The Executive shall keep secret and retain in strictest confidence, and shall not use for his personal benefit or the benefit of others or directly or indirectly disclose, except as may be required or appropriate in connection with his carrying out his duties under this Agreement, all confidential information, knowledge or data relating to the Company or any of its affiliates, or to the Company’s or any such affiliate’s respective businesses and investments (including confidential information of others that has come into the possession of the Company or any such affiliate), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates and which is not generally available lawfully and without breach of confidential or other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except with the Company’s express written consent or as may otherwise be required by law or any legal process.

6.2 Return of Documents; Rights to Products. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the businesses and investments of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. The Executive shall assign to the Company all rights to trade secrets and other products relating to the Company’s business developed by him alone or in conjunction with others at any time while employed by the Company.

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6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages).

7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Enforceability; Jurisdictions. The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of the State of Ohio. If any court holds the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its affiliates, to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

7.3 Attorneys’ Fees. In the event of any legal proceeding relating to this Agreement or any term or provision thereof, the losing party shall be responsible to pay or reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party in connection with such proceeding within the 10 year period commencing on the applicable Effective Date of Termination; provided, however, the Executive shall not be required to pay or reimburse the Company unless the claim or defense asserted by the Executive was unreasonable.  The amount of reimbursement available to the Executive under this Section 7.3 during a taxable year will not affect the expenses eligible for reimbursement in any other taxable year.  Reimbursements under this Section 7.3 shall be paid to the Executive on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense is incurred.

7.4 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly delivered (i) two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, (ii) when received if it is sent by facsimile

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communication during normal business hours on a business day or one business day after it is sent by facsimile and received if sent other than during business hours on a business day, (iii) one business day after it is sent via a reputable overnight courier service, charges prepaid, or (iv) when received if it is delivered by hand, in each case to the intended recipient as set forth below:

If to the Company, to:	U-Store-It Trust
	460 E. Swedesford Road, Suite 3000
	Wayne, PA 19087
	Attn: Chief Executive Officer
	Facsimile: (440) 234-8776
with a copy to:	Bass, Berry & Sims PLC
	100 Peabody Place, Suite 900
	Memphis, TN 38103
	Attn: John A. Good
	Facsimile: (901) 543-5999

If to the Executive, to the address set forth in the records of the Company.

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.5 Entire Agreement. This Agreement, together with the exhibits hereto and the Non-Competition Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any Change in Control, the Company may assign this Agreement and its rights hereunder.

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7.9 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.10 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Section 6 and Section 7 (to the extent necessary to effectuate the survival of Section 6 and Section 7) shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

7.14 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.15 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.16 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.16) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this

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Section 7.16 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company.  Any payment required to be made to the Executive pursuant to this section will be paid at the time the excise tax is required to be withheld by the Company and remitted to the Internal Revenue Service or, if the Company is not required to withhold such tax, on the 5th business day preceding the date it is required to be remitted by the Employee. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended.

7.17 Six Month Delay of Certain Payments.  In the event the payment of any amounts payable pursuant to Section 5 of this Agreement within six months of the date of the Executive’s Separation from Service would cause the Executive to incur any additional tax under Section 409A of the Internal Revenue Code of 1986, as amended, then payment of such amounts shall be delayed until the date that is six months following the Executive’s Separation from Service (the “Earliest Payment Date”).  If this provision becomes applicable, payments that would have been made prior to the Earliest Payment Date in the absence of this provision will be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments will be paid according to the schedule otherwise applicable to the payments.

7.18 Certain Definitions. For purposes of this Agreement:

(a) an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, and includes subsidiaries.

(b) A “business day” means the period from 9:00 am to 5:00 pm on any weekday that is not a banking holiday in New York City, New York.

(c) A “Separation from Service” means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Company and the Executive reasonably anticipate that the level of bona fide services the Executive will perform for the Company (whether as an employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Executive for the Company (whether as an employee or as a independent contractor) over the immediately preceding 36-month period (or the full period of services performed for the Company if the Executive has been providing services to the Company for less than 36 months).  In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether the Executive who would otherwise experience a Separation from Service with the Company as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

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(d) A “subsidiary” means any corporation, partnership, joint venture or other entity in which at least a majority interest in such entity is owned directly or indirectly by the Company.

7.19 Replacement of Original Employment Agreement.  The Company and the Executive acknowledge and agree that the Original Employment Agreement is hereby terminated by mutual consent and neither the Company nor the Executive shall have any continuing obligation to the other pursuant to the terms of the Original Employment Agreement.  The mutual agreements and covenants contained in this Agreement shall replace and supersede in their entirety the provisions of the Original Employment Agreement, as amended.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

U-STORE IT TRUST
/s/ John C. Dannemiller
Name:	John C. Dannemiller
Title:	Chairman, Compensation Committee
EXECUTIVE
/s/ Dean Jernigan
Name:  Dean Jernigan

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EXHBIT A

SEVERANCE AND GENERAL RELEASE AGREEMENT

This agreement made and entered into between U-Store-It Trust (the “Company”) and                          (the “Executive”);

WHEREAS, the Executive has been employed by the Company (or its predecessor) since                          pursuant to that Amended and Restated Executive Employment Agreement dated                      (the “Employment Agreement”);

WHEREAS, the Executive’s employment with the Company has been terminated under the Employment Agreement, effective                           ;

WHEREAS, pursuant to the Employment Agreement, the Company has expressed its willingness to provide a Severance Payment and other post-termination benefits (as specifically set forth in the Employment Agreement, the “Termination Benefits”), in connection with such termination, upon the terms set forth herein;

WHEREAS, pursuant to the Employment Agreement, the Executive has agreed to accept those benefits upon the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

1.The recitals set forth above are true and accurate.

2.As a material inducement to Executive to enter into this Agreement, the Company will provide the Executive with the Termination Benefits in accordance with the terms and conditions of the Employment Agreement, to be paid in the form of regular payroll checks and from which the Company will make all applicable withholding.  The Executive acknowledges that he is not entitled to receive the Termination Benefits unless he executes and does not revoke this Severance and General Release Agreement (the “Agreement”).

3.This Agreement is not and shall not be construed as an admission by the Executive of any fact or conclusion of law.  Likewise, this Agreement is not and shall not be construed as an admission by Company of any fact or conclusion of law.  Without limiting the general nature of the previous sentences, this Agreement shall not be construed as an admission that the Executive, or the Company, or any of the Company’s officers, directors, managers, agents, or employees have violated any law or regulation or have violated any contract, express or implied.

4.The Executive represents and warrants that he has no personal knowledge of any practices engaged in by the Company that is or was a violation of any applicable state law or regulations or of any federal law or regulations.  To the extent that the Executive has

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knowledge of any such practices, the Executive represents and warrants that the Executive already has notified the Company in writing of such alleged practices.

5.The Executive represents and warrants that he has not filed any other complaint(s) or charge(s) against the Company with the EEOC or the state commission empowered to investigate claims of employment discrimination or with any other local, state or federal agency or court, and that if any such agency or court assumes jurisdiction of any complaint(s) or charge(s) against the Company on behalf of the Executive, the Executive will request such agency or court to withdraw from the matter, and the Executive will refuse any benefits derived therefrom.  This Agreement will not affect the Executive’s right to hereafter file a charge with or otherwise participate in an investigation or proceeding conducted by the EEOC regarding matters which arose after the date of this Agreement and which are not the subject of this Agreement.

6.The Executive hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, parent companies, and related entities, and each of the Company and its affiliates’ successors, assigns, agents, directors, officers, employees, representatives, and attorneys, and all persons acting by, through, under or in concert with any of them (collectively “Released Parties”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claims”), which the Executive now has, or claims to have, or which the Executive at any time heretofore had, or claimed to have, against each or any of the Released Parties.  The definition of Claims also specifically encompasses all claims of under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, as well as all claims under state law provided under other applicable state law or local ordinance concerning the Executive’s employment.  This Agreement further specifically encompasses all claims related to compensation, benefits, incentive packages, or any other form of compensation the Executive may or may not have received during his employment.

7.The Executive agrees that he forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that he presently has or might in the future have with the Company and its successors and assigns.  The Executive agrees that he will not seek employment with the Company and its successors and assigns in the future.

8.If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect.  If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.  No waiver of any terms of conditions of this Agreement or any part of the Agreement shall be deemed a

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waiver of any other terms and conditions of this Agreement or with any later breach of this Agreement.

9.The Executive agrees to indemnify and hold each and all of the Released Parties harmless from and against any and all loss, costs, damage, or expense, including, without limitation, attorneys fees, incurred by the Released Parties, or any of them, arising out of the Executive’s breach of this Agreement or the fact that any representation made by him herein was false when made.

10.In the event of any breach of this Agreement or the Non-Competition Agreement or Section 6 of the Employment Agreement by the Executive, the Company shall be entitled to immediately cease payment of the Termination Benefits in addition to any other remedy it may have.  Both parties understand and agree that should either of them breach any material term of this Agreement, the non-breaching party can institute an action to enforce the terms of this Agreement.  If legal action is commenced to enforce any provision of this Agreement, the substantially prevailing party in such action shall be entitled to recover its attorneys’ fees and expenses through any and all trial courts or appellate courts, in addition to any other relief that may be granted.

11.The Executive represents that he has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim or any portion thereof or interest therein.

12.The Executive represents and acknowledges that in executing this Agreement he does not rely and has not relied upon any other representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives or attorneys, except as set forth herein, with regard to the subject matter, basis or effect of this Agreement.

13.The Executive further agrees that he will not disparage the Company, its business, its employees, officers or agents, or any of the Company’s affiliates or related entities in any manner harmful to their business or business reputation.  The Executive and the Company agree to keep the matters contained herein confidential.  The Executive will not discuss this agreement with any current or former employee(s) of the Company.  This clause shall not prevent the Executive from communicating confidentially with his attorney(s) or immediate family members, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.  Likewise, the Company agrees not to disparage the Executive or otherwise make any negative statement about the Executive, in writing, orally, or otherwise, in connection with the matters or claims released herein and expressly including, but not limited to, matters related to the Executive’s employment with the Company.  This clause shall not prevent the Company from communicating confidentially with its attorney(s), officers, or directors of the corporation, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.

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14.This Agreement shall be binding upon the Company, the Executive and their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executor, successors and assigns.

15.All terms not defined herein shall have the meanings set forth in the Employment Agreement.

16.This Agreement shall in all respects be interpreted, enforced and governed under the laws of the State of Ohio.

17.This Agreement sets forth the entire agreement between the parties hereto.  Any modification, amendment or change to this Agreement must be made in writing and signed by both parties.

The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement.  The Executive acknowledges that the Executive has been given a period of twenty-one (21) days within which to consider this Agreement.  The Executive further acknowledges that this Agreement may be revoked by the Executive at any time during the seven (7) day period beginning on the date that the Executive has signed this Agreement by providing written notice of revocation to:  [insert name and address of Company official to whom written notice of revocation must be delivered].  This Agreement shall not become effective if the Executive revokes the Agreement during this 7-day period and will not become effective otherwise until after expiration of the 7-day period.  The Executive shall not be entitled to receive any Termination Benefits under this Agreement or otherwise until the expiration of the revocation period.

[Signatures on Following Page]

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	U-STORE IT TRUST
	/s/ John C. Dannemiller
Date	Name:	John C. Dannemiller
	Title:	Chairman, Compensation Committee
	EXECUTIVE
	/s/ Dean Jernigan
Date	Name:  Dean Jernigan

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EX-10.39

Exhibit 10.39

CHRISTOPHER P. MARR

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 23, 2008 by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Christopher P. Marr (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated June 5, 2006 which was replaced by the Amended and Restated Employment Agreement  dated as of April 20, 2007 (the “Original Employment Agreement”), pursuant to which the Executive was employed by the Company as Chief Financial Officer; and

WHEREAS, the Company and the Executive desire to enter into this Agreement which supersedes and replaces in its entirety the Original Employment Agreement; and

WHEREAS, the Company desires to employ the Executive to devote full time to the business of the Company as the President and Chief Investment Officer of the Company; and

WHEREAS, the Executive desires to be employed by the Company on the terms and subject to the conditions hereinafter stated.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby continues the employment of the Executive, and the Executive hereby accepts such continuation of employment, for an initial term ending on June 5, 2009, unless sooner terminated in accordance with the provisions of Section 4 or Section 5 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one-year renewals unless either party hereto notifies the other, in accordance with Section 7.4, of non-renewal at least ninety (90) days prior to the end of any such Term. Notwithstanding the employment of the Executive by the Company, the Company shall be entitled to pay the Executive from the payroll of any subsidiary of the Company.

2. Duties. The Executive, in his capacity as President and Chief Investment Officer, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Trustees of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors or a comparable governing body of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit the Executive from performing personal and charitable activities and any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Board may delegate its authority to take any action

under this Agreement to the Compensation Committee of the Board (the “Compensation Committee”).

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a base salary at the rate of $410,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2 Bonus. During the Term, in addition to the Annual Salary, the Executive will be eligible to participate in (a) any formal annual bonus plan established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Annual Bonus Plan,” and amounts paid thereunder are referred to as an “Annual Bonus”) and (b) any formal long-term bonus or incentive plans established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Long-Term Bonus Plans,” and amounts paid thereunder are referred to as “Long-Term Bonus”). The Annual Bonus Plans and the Long-Term Bonus Plans are referred to as the “Bonus Plans.” The Executive may be awarded such restricted shares, share options and other equity-based awards under the Company’s equity compensation plans (“Equity Awards”) as the Compensation Committee determines to be appropriate in its sole discretion.

3.3 Benefits — In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to similarly situated senior executives of the Company generally, on the same terms as may be applicable to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.

3.4 Vacation. During the Term, the Executive shall be entitled to vacation of four (4) weeks per year.

3.5 Automobile. During the Term, the Company will provide the Executive an allowance for the use of an automobile (including the payment of vehicle insurance) in accordance with the Company’s policy in effect from time to time. At the option of the Company, in lieu of providing such allowance, the Company will provide the Executive with an automobile of suitable standard to the Executive’s position.

3.6 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket business expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the

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Executive’s services under this Agreement, pursuant to the Company’s standard expense reimbursement policy as in effect from time to time, so long as the Executive provides proper documentation establishing the amount, date and business purpose of the expenses.

4. Termination upon Disability. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination.

Upon termination of employment by virtue of disability (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s disability and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 30 days of the Effective Date of Termination; (ii) all Equity Awards held by the Executive shall become fully vested and exercisable; and (iii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13). For purposes of this Section 4, the “Effective Date of the Termination” shall mean the date on which a notice of termination by virtue of disability is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of his employment during the Term by virtue of disability.

5. Other Terminations of Employment.

5.1 Termination for Cause. For purposes of this Agreement, “Cause” shall mean:

(a) the Executive’s conviction for (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

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(b) the Executive’s commission of an act of fraud, theft or dishonesty related to the business of the Company or its affiliates or the performance of the Executive’s duties hereunder;

(c) the willful and continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder;

(d) any material violation by the Executive of the covenants contained in Section 6 or that certain Non-Competition Agreement dated as of June 5, 2006 between the Executive and the Company (the “Non-Competition Agreement”); or

(e) the Executive’s willful and continuing material breach of this Agreement.

For purposes of this Section 5.1, no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its subsidiaries. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Cause under clause (c), (d) or (e) above, the Executive shall have 30 days from the date written notice is given by the Company of such event or condition to cure such event or condition and, if the Executive does so, such event or condition shall not constitute Cause hereunder.

5.2 Termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, the death of the Executive or, unless otherwise consented to by the Executive:

(a) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company and its subsidiaries;

(b) a material reduction in Annual Salary of the Executive;

(c) the failure by the Company to obtain an agreement from any successor to the business of the Company to assume and agree to perform this Agreement;

(d) a change in control (for purposes of this Section, “Change in Control” shall mean:

(i) the dissolution or liquidation of the Company,

(ii) the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of

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voting securities of the Company immediately prior thereto cease to beneficially own more than 50% of the voting securities of the surviving entity immediately thereafter,

(iii) a sale of all or substantially all of the assets of the Company to another person or entity other than an affiliate of the Company,

(iv) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company, or

(v) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board;

(e) a requirement by the Company that the Executive’s work location be moved more than fifty (50) miles from the Company’s office where the Executive works effective as of the date of this Agreement, unless the relocation results in the work location being closer to Executive’s residence; or

(f) the Company’s material and willful breach of this Agreement.

Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason under clause (a), (b), (e) or (f) above, the Company shall have 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason one (1) year after the event or condition first occurs.

5.3 Effect of Termination for Cause.  The Company may terminate the Executive’s employment hereunder for Cause and such termination in and of itself shall

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not be, nor shall it be deemed to be, a breach of this Agreement. If the Company terminates the Executive for Cause, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.3, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.4 Effect of Termination Without Good Reason.  The Executive may terminate his employment without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason: (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.4, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.5 Effect of Non-Renewal. In the event the Company elects not to renew this Agreement as contemplated in Section 1 above and as a result the Executive has a Separation from Service, the Executive shall receive a cash payment equal to one (1) times the sum of: (i) the Executive’s Annual Salary in effect on the day of expiration of the Term and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive pursuant to Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives, payable no later than 30 days after such Separation from Service (or, if later, as soon as practicable, but in no event after the earlier of (x) 30 days after the amount is reasonably

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capable of being known and (y) the date that is 2 ½ months after the end of the calendar year in which the Separation from Service occurs).

5.6 Termination Without Cause; Termination for Good Reason; Termination Upon Death. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 5.6. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1 through Section 5.5 or if the Executive dies during the Term of this Agreement, (i) the Executive, or the Executive’s estate in the event of the Executive’s death, shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive within 30 days of the Effective Date of Termination; (ii) the Executive, or the Executive’s estate in the event of the Executive’s death, shall receive a cash payment equal to the Severance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13).

The “Severance Payment” means two and one-half (2.5) times the sum of: (i) the Executive’s Annual Salary (as in effect on the effective date of such termination) and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive pursuant to Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of such Annual Bonus and

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Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives. For purposes of this Section 5.6, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination, or in the case of termination of employment by the Executive for Good Reason, the date of termination specified in such Executive’s notice of termination.

5.7 Severance and Release. In the event that Executive’s employment is terminated and Executive receives a Severance Payment or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, Executive has executed and delivered to the Company a Severance and General Release Agreement in substantially the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this Agreement if the executed release is not received by the Company within 60 days after the Effective Date of Termination.

5.8 Nature of Payments. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 5 constitute liquidated damages for termination of his employment during the Term.

5.9 References in Sections 5.5 and 5.6 to Annual Bonuses and Long-Term Bonuses (and the singular thereof) mean any such bonuses received under this agreement or the Original Agreement.

6. Confidential and Proprietary Information.

6.1 Confidential Information. The Executive shall keep secret and retain in strictest confidence, and shall not use for his personal benefit or the benefit of others or directly or indirectly disclose, except as may be required or appropriate in connection with his carrying out his duties under this Agreement, all confidential information, knowledge or data relating to the Company or any of its affiliates, or to the Company’s or any such affiliate’s respective businesses and investments (including confidential information of others that has come into the possession of the Company or any such affiliate), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates and which is not generally available lawfully and without breach of confidential or other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except with the Company’s express written consent or as may otherwise be required by law or any legal process.

6.2 Return of Documents; Rights to Products. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the businesses and investments of the Company and its affiliates shall be the Company’s property and shall be

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delivered to the Company at any time on request. The Executive shall assign to the Company all rights to trade secrets and other products relating to the Company’s business developed by him alone or in conjunction with others at any time while employed by the Company.

6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages).

7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Enforceability; Jurisdictions. The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of the State of Ohio. If any court holds the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its affiliates, to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

7.3 Attorneys’ Fees. In the event of any legal proceeding relating to this Agreement or any term or provision thereof, the losing party shall be responsible to pay or reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party in connection with such proceeding within the 10 year period commencing on the applicable Effective Date of Termination; provided, however, the Executive shall not be required to pay or reimburse the Company unless the claim or defense asserted by the Executive was unreasonable. The amount of reimbursement available to the Executive under this Section 7.3 during a taxable year will not affect the expenses eligible for reimbursement in any other taxable year. Reimbursements under this Section 7.3 shall be paid to the Executive on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense is incurred.

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7.4 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly delivered (i) two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, (ii) when received if it is sent by facsimile communication during normal business hours on a business day or one business day after it is sent by facsimile and received if sent other than during business hours on a business day, (iii) one business day after it is sent via a reputable overnight courier service, charges prepaid, or (iv) when received if it is delivered by hand, in each case to the intended recipient as set forth below:

If to the Company, to:	U-Store-It Trust
	460 E. Swedesford Road, Suite 3000
	Wayne, PA 19087
	Attn: Chief Executive Officer
	Facsimile: (440) 234-8776
with a copy to:	Bass, Berry & Sims PLC
	100 Peabody Place, Suite 900
	Memphis, TN 38103
	Attn: John A. Good
	Facsimile: (901) 543-5999

If to the Executive, to the address set forth in the records of the Company.

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.5 Entire Agreement. This Agreement, together with the exhibits hereto and the Non-Competition Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation

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hereof shall be null and void. In the event of any Change in Control, the Company may assign this Agreement and its rights hereunder.

7.9 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.10 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Section 6 and Section 7 (to the extent necessary to effectuate the survival of Section 6 and Section 7) shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

7.14 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.15 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.16 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and

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all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.16) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.16 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. Any payment required to be made to the Executive pursuant to this section will be paid at the time the excise tax is required to be withheld by the Company and remitted to the Internal Revenue Service or, if the Company is not required to withhold such tax, on the 5th business day preceding the date it is required to be remitted by the Employee. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended.

7.17 Six Month Delay of Certain Payments. In the event the payment of any amounts payable pursuant to Section 5 of this Agreement within six months of the date of the Executive’s Separation from Service would cause the Executive to incur any additional tax under Section 409A of the Internal Revenue Code of 1986, as amended, then payment of such amounts shall be delayed until the date that is six months following the Executive’s Separation from Service (the “Earliest Payment Date”). If this provision becomes applicable, payments that would have been made prior to the Earliest Payment Date in the absence of this provision will be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments will be paid according to the schedule otherwise applicable to the payments.

7.18 Certain Definitions. For purposes of this Agreement:

(a) an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, and includes subsidiaries.

(b) A “business day” means the period from 9:00 am to 5:00 pm on any weekday that is not a banking holiday in New York City, New York.

(c) A “Separation from Service” means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Company and the Executive reasonably anticipate that the level of bona fide services the Executive will perform for the Company (whether as an employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Executive for the Company (whether as an employee or as a independent contractor) over the immediately preceding 36-month period (or the full period of services performed for the Company if the Executive has been providing services to the Company for less than 36 months). In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether the Executive who would otherwise experience a Separation from Service with the Company as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

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(d) A “subsidiary” means any corporation, partnership, joint venture or other entity in which at least a majority interest in such entity is owned directly or indirectly by the Company.

7.19 Replacement of Original Employment Agreement. The Company and the Executive acknowledge and agree that the Original Employment Agreement is hereby terminated by mutual consent and neither the Company nor the Executive shall have any continuing obligation to the other pursuant to the terms of the Original Employment Agreement. The mutual agreements and covenants contained in this Agreement shall replace and supersede in their entirety the provisions of the Original Employment Agreement, as amended.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

U-STORE IT TRUST
/s/ Dean Jernigan
Name:	Dean Jernigan
Title:	Chief Executive Officer
EXECUTIVE
/s/ Christopher P. Marr
Name:	Christopher P. Marr

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EXHBIT A

SEVERANCE AND GENERAL RELEASE AGREEMENT

This agreement made and entered into between U-Store-It Trust (the “Company”) and                          (the “Executive”);

WHEREAS, the Executive has been employed by the Company (or its predecessor) since                          pursuant to that Amended and Restated Executive Employment Agreement dated                      (the “Employment Agreement”);

WHEREAS, the Executive’s employment with the Company has been terminated under the Employment Agreement, effective                           ;

WHEREAS, pursuant to the Employment Agreement, the Company has expressed its willingness to provide a Severance Payment and other post-termination benefits (as specifically set forth in the Employment Agreement, the “Termination Benefits”), in connection with such termination, upon the terms set forth herein;

WHEREAS, pursuant to the Employment Agreement, the Executive has agreed to accept those benefits upon the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

1.The recitals set forth above are true and accurate.

2.As a material inducement to Executive to enter into this Agreement, the Company will provide the Executive with the Termination Benefits in accordance with the terms and conditions of the Employment Agreement, to be paid in the form of regular payroll checks and from which the Company will make all applicable withholding. The Executive acknowledges that he is not entitled to receive the Termination Benefits unless he executes and does not revoke this Severance and General Release Agreement (the “Agreement”).

3.This Agreement is not and shall not be construed as an admission by the Executive of any fact or conclusion of law. Likewise, this Agreement is not and shall not be construed as an admission by Company of any fact or conclusion of law. Without limiting the general nature of the previous sentences, this Agreement shall not be construed as an admission that the Executive, or the Company, or any of the Company’s officers, directors, managers, agents, or employees have violated any law or regulation or have violated any contract, express or implied.

4.The Executive represents and warrants that he has no personal knowledge of any practices engaged in by the Company that is or was a violation of any applicable state law or regulations or of any federal law or regulations. To the extent that the Executive has

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knowledge of any such practices, the Executive represents and warrants that the Executive already has notified the Company in writing of such alleged practices.

5.The Executive represents and warrants that he has not filed any other complaint(s) or charge(s) against the Company with the EEOC or the state commission empowered to investigate claims of employment discrimination or with any other local, state or federal agency or court, and that if any such agency or court assumes jurisdiction of any complaint(s) or charge(s) against the Company on behalf of the Executive, the Executive will request such agency or court to withdraw from the matter, and the Executive will refuse any benefits derived therefrom. This Agreement will not affect the Executive’s right to hereafter file a charge with or otherwise participate in an investigation or proceeding conducted by the EEOC regarding matters which arose after the date of this Agreement and which are not the subject of this Agreement.

6.The Executive hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, parent companies, and related entities, and each of the Company and its affiliates’ successors, assigns, agents, directors, officers, employees, representatives, and attorneys, and all persons acting by, through, under or in concert with any of them (collectively “Released Parties”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claims”), which the Executive now has, or claims to have, or which the Executive at any time heretofore had, or claimed to have, against each or any of the Released Parties. The definition of Claims also specifically encompasses all claims of under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, as well as all claims under state law provided under other applicable state law or local ordinance concerning the Executive’s employment. This Agreement further specifically encompasses all claims related to compensation, benefits, incentive packages, or any other form of compensation the Executive may or may not have received during his employment.

7.The Executive agrees that he forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that he presently has or might in the future have with the Company and its successors and assigns. The Executive agrees that he will not seek employment with the Company and its successors and assigns in the future.

8.If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect. If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. No waiver of any terms of conditions of this Agreement or any part of the Agreement shall be deemed a

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waiver of any other terms and conditions of this Agreement or with any later breach of this Agreement.

9.The Executive agrees to indemnify and hold each and all of the Released Parties harmless from and against any and all loss, costs, damage, or expense, including, without limitation, attorneys fees, incurred by the Released Parties, or any of them, arising out of the Executive’s breach of this Agreement or the fact that any representation made by him herein was false when made.

10.In the event of any breach of this Agreement or the Non-Competition Agreement or Section 6 of the Employment Agreement by the Executive, the Company shall be entitled to immediately cease payment of the Termination Benefits in addition to any other remedy it may have. Both parties understand and agree that should either of them breach any material term of this Agreement, the non-breaching party can institute an action to enforce the terms of this Agreement. If legal action is commenced to enforce any provision of this Agreement, the substantially prevailing party in such action shall be entitled to recover its attorneys’ fees and expenses through any and all trial courts or appellate courts, in addition to any other relief that may be granted.

11.The Executive represents that he has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim or any portion thereof or interest therein.

12.The Executive represents and acknowledges that in executing this Agreement he does not rely and has not relied upon any other representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives or attorneys, except as set forth herein, with regard to the subject matter, basis or effect of this Agreement.

13.The Executive further agrees that he will not disparage the Company, its business, its employees, officers or agents, or any of the Company’s affiliates or related entities in any manner harmful to their business or business reputation. The Executive and the Company agree to keep the matters contained herein confidential. The Executive will not discuss this agreement with any current or former employee(s) of the Company. This clause shall not prevent the Executive from communicating confidentially with his attorney(s) or immediate family members, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process. Likewise, the Company agrees not to disparage the Executive or otherwise make any negative statement about the Executive, in writing, orally, or otherwise, in connection with the matters or claims released herein and expressly including, but not limited to, matters related to the Executive’s employment with the Company. This clause shall not prevent the Company from communicating confidentially with its attorney(s), officers, or directors of the corporation, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.

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14.This Agreement shall be binding upon the Company, the Executive and their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executor, successors and assigns.

15.All terms not defined herein shall have the meanings set forth in the Employment Agreement.

16.This Agreement shall in all respects be interpreted, enforced and governed under the laws of the State of Ohio.

17.This Agreement sets forth the entire agreement between the parties hereto. Any modification, amendment or change to this Agreement must be made in writing and signed by both parties.

The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. The Executive acknowledges that the Executive has been given a period of twenty-one (21) days within which to consider this Agreement. The Executive further acknowledges that this Agreement may be revoked by the Executive at any time during the seven (7) day period beginning on the date that the Executive has signed this Agreement by providing written notice of revocation to:  [insert name and address of Company official to whom written notice of revocation must be delivered]. This Agreement shall not become effective if the Executive revokes the Agreement during this 7-day period and will not become effective otherwise until after expiration of the 7-day period. The Executive shall not be entitled to receive any Termination Benefits under this Agreement or otherwise until the expiration of the revocation period.

[Signatures on Following Page]

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	U-STORE IT TRUST
	/s/ Dean Jernigan
Date	Name:	Dean Jernigan
	Title:	Chief Executive Officer
	EXECUTIVE
	/s/ Christopher P. Marr
Date	Name:	Christopher P. Marr

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EX-10.40

Exhibit 10.40

TIMOTHY M. MARTIN

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 23, 2008 by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Timothy M. Martin (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated December 11, 2006 which was replaced by the Amended and Restated Employment Agreement  dated as of April 20, 2007 (the “Original Employment Agreement”), pursuant to which the Executive was employed by the Company as Senior Vice President and Chief Accounting Officer; and

WHEREAS, the Company and the Executive desire to enter into this Agreement which supersedes and replaces in its entirety the Original Employment Agreement; and

WHEREAS, the Company desires to employ the Executive to devote full time to the business of the Company as the Chief Financial Officer of the Company; and

WHEREAS, the Executive desires to be employed by the Company on the terms and subject to the conditions hereinafter stated.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby continues the employment of the Executive, and the Executive hereby accepts such continuation of employment, for an initial term ending on December 31, 2007 unless sooner terminated in accordance with the provisions of Section 4 or Section 5 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one-year renewals unless either party hereto notifies the other, in accordance with Section 7.4, of non-renewal at least ninety (90) days prior to the end of any such Term. Notwithstanding the employment of the Executive by the Company, the Company shall be entitled to pay the Executive from the payroll of any subsidiary of the Company.

2. Duties. The Executive, in his capacity as Chief Financial Officer, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Trustees of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors or a comparable governing body of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit the Executive from performing personal and charitable activities and any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board (the “Compensation Committee”).

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a base salary at the rate of $225,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2 Bonus. During the Term, in addition to the Annual Salary, the Executive will be eligible to participate in (a) any formal annual bonus plan established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Annual Bonus Plan,” and amounts paid thereunder are referred to as an “Annual Bonus”) and (b) any formal long-term bonus or incentive plans established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Long-Term Bonus Plans,” and amounts paid thereunder are referred to as “Long-Term Bonus”). The Annual Bonus Plans and the Long-Term Bonus Plans are referred to as the “Bonus Plans.” The Executive may be awarded such restricted shares, share options and other equity-based awards under the Company’s equity compensation plans (“Equity Awards”) as the Compensation Committee determines to be appropriate in its sole discretion.

3.3 Benefits — In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to similarly situated senior executives of the Company generally, on the same terms as may be applicable to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.

3.4 Vacation. During the Term, the Executive shall be entitled to vacation of four (4) weeks per year.

3.5 Automobile. During the Term, the Company will provide the Executive an allowance for the use of an automobile (including the payment of vehicle insurance) in accordance with the Company’s policy in effect from time to time. At the option of the Company, in lieu of providing such allowance, the Company will provide the Executive with an automobile of suitable standard to the Executive’s position.

3.6 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket business expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, pursuant to the Company’s standard expense reimbursement policy as in effect from time to time, so long as the Executive provides proper documentation establishing the amount, date and business purpose of the expenses.

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4. Termination upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination.

Upon death or other termination of employment by virtue of disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s death or disability and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 30 days of the Effective Date of Termination; (ii) all Equity Awards held by the Executive shall become fully vested and exercisable; and (iii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13). For purposes of this Section 4, the “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of his employment during the Term upon death or by virtue of disability.

5. Other Terminations of Employment.

5.1 Termination for Cause. For purposes of this Agreement, “Cause” shall mean:

(a) the Executive’s conviction for (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

(b) the Executive’s commission of an act of fraud, theft or dishonesty related to the business of the Company or its affiliates or the performance of the Executive’s duties hereunder;

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(c) the willful and continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder;

(d) any material violation by the Executive of the covenants contained in Section 6 or that certain Non-Competition Agreement dated as of December 11, 2006 between the Executive and the Company (the “Non-Competition Agreement”); or

(e) the Executive’s willful and continuing material breach of this Agreement.

For purposes of this Section 5.1, no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its subsidiaries. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Cause under clause (c), (d) or (e) above, the Executive shall have 30 days from the date written notice is given by the Company of such event or condition to cure such event or condition and, if the Executive does so, such event or condition shall not constitute Cause hereunder.

5.2 Termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive:

(a) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company and its subsidiaries;

(b) a material reduction in Annual Salary of the Executive;

(c) the failure by the Company to obtain an agreement from any successor to the business of the Company to assume and agree to perform this Agreement;

(d) a change in control (for purposes of this Section, “Change in Control” shall mean:

(i) the dissolution or liquidation of the Company,

(ii) the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of voting securities of the Company immediately prior thereto cease to beneficially own more than 50% of the voting securities of the surviving entity immediately thereafter,

(iii) a sale of all or substantially all of the assets of the Company to another person or entity other than an affiliate of the Company,

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(iv) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company, or

(v) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board;

(e) a requirement by the Company that the Executive’s work location be moved more than fifty (50) miles from the Company’s office where the Executive works effective as of the date of this Agreement, unless the relocation results in the work location being closer to Executive’s residence; or

 (f) the Company’s material and willful breach of this Agreement.

Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason under clause (a), (b), (e) or (f) above, the Company shall have 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason one (1) year after the event or condition first occurs.

5.3 Effect of Termination for Cause.  The Company may terminate the Executive’s employment hereunder for Cause and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. If the Company terminates the Executive for Cause, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights

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hereunder (except as provided in Section 7.13). For purposes of this Section 5.3, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.4 Effect of Termination Without Good Reason.  The Executive may terminate his employment without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason: (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.4, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.5 Effect of Non-Renewal. In the event the Company elects not to renew this Agreement as contemplated in Section 1 above and as a result the Executive has a Separation from Service, the Executive shall receive a cash payment equal to one (1) times the sum of: (i) the Executive’s Annual Salary in effect on the day of expiration of the Term and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive as provided for in Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives, payable no later than 30 days after such Separation from Service (or, if later, as soon as practicable, but in no event after the earlier of (x) 30 days after the amount is reasonably capable of being known and (y) the date that is 2 ½ months after the end of the calendar year in which the Separation from Service occurs).

5.6 Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1 through Section 5.5, (i) the Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for

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expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive within 30 days of the Effective Date of Termination; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13).

The “Severance Payment” means two (2) times the sum of: (i) the Executive’s Annual Salary (as in effect on the effective date of such termination) and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive pursuant to Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives. For purposes of this Section 5.6, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination, or in the case of termination of employment by the Executive for Good Reason, the date of termination specified in such Executive’s notice of termination.

5.7 Severance and Release. In the event that Executive’s employment is terminated and Executive receives a Severance Payment or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, Executive has executed and delivered to the Company a Severance and General Release Agreement in substantially the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this Agreement if the executed release is not received by the Company within 60 days after the Effective Date of Termination.

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5.8 Nature of Payments. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 5 constitute liquidated damages for termination of his employment during the Term.

5.9 References in Sections 5.5 and 5.6 to Annual Bonuses and Long-Term Bonuses (and the singular thereof) mean any such bonuses received under this agreement or the Original Agreement.

6. Confidential and Proprietary Information.

6.1 Confidential Information. The Executive shall keep secret and retain in strictest confidence, and shall not use for his personal benefit or the benefit of others or directly or indirectly disclose, except as may be required or appropriate in connection with his carrying out his duties under this Agreement, all confidential information, knowledge or data relating to the Company or any of its affiliates, or to the Company’s or any such affiliate’s respective businesses and investments (including confidential information of others that has come into the possession of the Company or any such affiliate), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates and which is not generally available lawfully and without breach of confidential or other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except with the Company’s express written consent or as may otherwise be required by law or any legal process.

6.2 Return of Documents; Rights to Products. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the businesses and investments of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. The Executive shall assign to the Company all rights to trade secrets and other products relating to the Company’s business developed by him alone or in conjunction with others at any time while employed by the Company.

6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches any of the Restrictive Covenants, the Company and its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages).

7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement, or any part thereof, is invalid or unenforceable, the

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remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Enforceability; Jurisdictions. The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of the State of Ohio. If any court holds the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its affiliates, to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

7.3 Attorneys’ Fees. In the event of any legal proceeding relating to this Agreement or any term or provision thereof, the losing party shall be responsible to pay or reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party in connection with such proceeding within the 10 year period commencing on the applicable Effective Date of Termination; provided, however, the Executive shall not be required to pay or reimburse the Company unless the claim or defense asserted by the Executive was unreasonable. The amount of reimbursement available to the Executive under this Section 7.3 during a taxable year will not affect the expenses eligible for reimbursement in any other taxable year. Reimbursements under this Section 7.3 shall be paid to the Executive on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense is incurred.

7.4 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly delivered (i) two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, (ii) when received if it is sent by facsimile communication during normal business hours on a business day or one business day after it is sent by facsimile and received if sent other than during business hours on a business day, (iii) one business day after it is sent via a reputable overnight courier service, charges prepaid, or (iv) when received if it is delivered by hand, in each case to the intended recipient as set forth below:

If to the Company, to:	U-Store-It Trust
	460 E. Swedesford Road, Suite 3000
	Wayne, PA 19087
	Attn: Chief Executive Officer
	Facsimile: (440) 234-8776
with a copy to:	Bass, Berry & Sims PLC
	100 Peabody Place, Suite 900
	Memphis, TN 38103
	Attn: John A. Good
	Facsimile: (901) 543-5999

If to the Executive, to the address set forth in the records of the Company.

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Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.5 Entire Agreement. This Agreement, together with the exhibits hereto and the Non-Competition Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any Change in Control, the Company may assign this Agreement and its rights hereunder.

7.9 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

7.10 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Section 6 and Section 7 (to the extent necessary to effectuate the survival of Section 6 and Section 7) shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

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7.14 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.15 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.16 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.16) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.16 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. Any payment required to be made to the Executive pursuant to this section will be paid at the time the excise tax is required to be withheld by the Company and remitted to the Internal Revenue Service or, if the Company is not required to withhold such tax, on the 5th business day preceding the date it is required to be remitted by the Employee. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended.

7.17 Six Month Delay of Certain Payments. In the event the payment of any amounts payable pursuant to Section 5 of this Agreement within six months of the date of the Executive’s Separation from Service would cause the Executive to incur any additional tax under Section 409A of the Internal Revenue Code of 1986, as amended, then payment of such amounts shall be delayed until the date that is six months following the Executive’s Separation from Service (the “Earliest Payment Date”). If this provision becomes applicable, payments that would have been made prior to the Earliest Payment Date in the absence of this provision will be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments will be paid according to the schedule otherwise applicable to the payments.

7.18 Certain Definitions. For purposes of this Agreement:

(a) an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, and includes subsidiaries.

(b) A “business day” means the period from 9:00 am to 5:00 pm on any weekday that is not a banking holiday in New York City, New York.

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(c) A “Separation from Service” means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Company and the Executive reasonably anticipate that the level of bona fide services the Executive will perform for the Company (whether as an employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Executive for the Company (whether as an employee or as a independent contractor) over the immediately preceding 36-month period (or the full period of services performed for the Company if the Executive has been providing services to the Company for less than 36 months). In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether the Executive who would otherwise experience a Separation from Service with the Company as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

(d) A “subsidiary” means any corporation, partnership, joint venture or other entity in which at least a majority interest in such entity is owned directly or indirectly by the Company.

7.19 Replacement of Original Employment Agreement. The Company and the Executive acknowledge and agree that the Original Employment Agreement is hereby terminated by mutual consent and neither the Company nor the Executive shall have any continuing obligation to the other pursuant to the terms of the Original Employment Agreement. The mutual agreements and covenants contained in this Agreement shall replace and supersede in their entirety the provisions of the Original Employment Agreement, as amended.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

U-STORE IT TRUST
/s/ Dean Jernigan
Name:	Dean Jernigan
Title:	Chief Executive Officer
EXECUTIVE
/s/ Timothy M. Martin
Name:	Timothy M. Martin

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EXHBIT A

SEVERANCE AND GENERAL RELEASE AGREEMENT

This agreement made and entered into between U-Store-It Trust (the “Company”) and                         (the “Executive”);

WHEREAS, the Executive has been employed by the Company (or its predecessor) since                          pursuant to that Amended and Restated Executive Employment Agreement dated                      (the “Employment Agreement”);

WHEREAS, the Executive’s employment with the Company has been terminated under the Employment Agreement, effective                           ;

WHEREAS, pursuant to the Employment Agreement, the Company has expressed its willingness to provide a Severance Payment and other post-termination benefits (as specifically set forth in the Employment Agreement, the “Termination Benefits”), in connection with such termination, upon the terms set forth herein;

WHEREAS, pursuant to the Employment Agreement, the Executive has agreed to accept those benefits upon the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

1.The recitals set forth above are true and accurate.

2.As a material inducement to Executive to enter into this Agreement, the Company will provide the Executive with the Termination Benefits in accordance with the terms and conditions of the Employment Agreement, to be paid in the form of regular payroll checks and from which the Company will make all applicable withholding. The Executive acknowledges that he is not entitled to receive the Termination Benefits unless he executes and does not revoke this Severance and General Release Agreement (the “Agreement”).

3.This Agreement is not and shall not be construed as an admission by the Executive of any fact or conclusion of law. Likewise, this Agreement is not and shall not be construed as an admission by Company of any fact or conclusion of law. Without limiting the general nature of the previous sentences, this Agreement shall not be construed as an admission that the Executive, or the Company, or any of the Company’s officers, directors, managers, agents, or employees have violated any law or regulation or have violated any contract, express or implied.

4.The Executive represents and warrants that he has no personal knowledge of any practices engaged in by the Company that is or was a violation of any applicable state law or regulations or of any federal law or regulations. To the extent that the Executive has

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knowledge of any such practices, the Executive represents and warrants that the Executive already has notified the Company in writing of such alleged practices.

5.The Executive represents and warrants that he has not filed any other complaint(s) or charge(s) against the Company with the EEOC or the state commission empowered to investigate claims of employment discrimination or with any other local, state or federal agency or court, and that if any such agency or court assumes jurisdiction of any complaint(s) or charge(s) against the Company on behalf of the Executive, the Executive will request such agency or court to withdraw from the matter, and the Executive will refuse any benefits derived therefrom. This Agreement will not affect the Executive’s right to hereafter file a charge with or otherwise participate in an investigation or proceeding conducted by the EEOC regarding matters which arose after the date of this Agreement and which are not the subject of this Agreement.

6.The Executive hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, parent companies, and related entities, and each of the Company and its affiliates’ successors, assigns, agents, directors, officers, employees, representatives, and attorneys, and all persons acting by, through, under or in concert with any of them (collectively “Released Parties”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claims”), which the Executive now has, or claims to have, or which the Executive at any time heretofore had, or claimed to have, against each or any of the Released Parties. The definition of Claims also specifically encompasses all claims of under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, as well as all claims under state law provided under other applicable state law or local ordinance concerning the Executive’s employment. This Agreement further specifically encompasses all claims related to compensation, benefits, incentive packages, or any other form of compensation the Executive may or may not have received during his employment.

7.The Executive agrees that he forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that he presently has or might in the future have with the Company and its successors and assigns. The Executive agrees that he will not seek employment with the Company and its successors and assigns in the future.

8.If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect. If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. No waiver of any terms of conditions of this Agreement or any part of the Agreement shall be deemed a

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waiver of any other terms and conditions of this Agreement or with any later breach of this Agreement.

9.The Executive agrees to indemnify and hold each and all of the Released Parties harmless from and against any and all loss, costs, damage, or expense, including, without limitation, attorneys fees, incurred by the Released Parties, or any of them, arising out of the Executive’s breach of this Agreement or the fact that any representation made by him herein was false when made.

10.In the event of any breach of this Agreement or the Non-Competition Agreement or Section 6 of the Employment Agreement by the Executive, the Company shall be entitled to immediately cease payment of the Termination Benefits in addition to any other remedy it may have. Both parties understand and agree that should either of them breach any material term of this Agreement, the non-breaching party can institute an action to enforce the terms of this Agreement. If legal action is commenced to enforce any provision of this Agreement, the substantially prevailing party in such action shall be entitled to recover its attorneys’ fees and expenses through any and all trial courts or appellate courts, in addition to any other relief that may be granted.

11.The Executive represents that he has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim or any portion thereof or interest therein.

12.The Executive represents and acknowledges that in executing this Agreement he does not rely and has not relied upon any other representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives or attorneys, except as set forth herein, with regard to the subject matter, basis or effect of this Agreement.

13.The Executive further agrees that he will not disparage the Company, its business, its employees, officers or agents, or any of the Company’s affiliates or related entities in any manner harmful to their business or business reputation. The Executive and the Company agree to keep the matters contained herein confidential. The Executive will not discuss this agreement with any current or former employee(s) of the Company. This clause shall not prevent the Executive from communicating confidentially with his attorney(s) or immediate family members, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process. Likewise, the Company agrees not to disparage the Executive or otherwise make any negative statement about the Executive, in writing, orally, or otherwise, in connection with the matters or claims released herein and expressly including, but not limited to, matters related to the Executive’s employment with the Company. This clause shall not prevent the Company from communicating confidentially with its attorney(s), officers, or directors of the corporation, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.

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14.This Agreement shall be binding upon the Company, the Executive and their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executor, successors and assigns.

15.All terms not defined herein shall have the meanings set forth in the Employment Agreement.

16.This Agreement shall in all respects be interpreted, enforced and governed under the laws of the State of Ohio.

17.This Agreement sets forth the entire agreement between the parties hereto. Any modification, amendment or change to this Agreement must be made in writing and signed by both parties.

The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. The Executive acknowledges that the Executive has been given a period of twenty-one (21) days within which to consider this Agreement. The Executive further acknowledges that this Agreement may be revoked by the Executive at any time during the seven (7) day period beginning on the date that the Executive has signed this Agreement by providing written notice of revocation to:  [insert name and address of Company official to whom written notice of revocation must be delivered]. This Agreement shall not become effective if the Executive revokes the Agreement during this 7-day period and will not become effective otherwise until after expiration of the 7-day period. The Executive shall not be entitled to receive any Termination Benefits under this Agreement or otherwise until the expiration of the revocation period.

[Signatures on Following Page]

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	U-STORE IT TRUST
	/s/ Dean Jernigan
Date	Name:	Dean Jernigan
	Title:	Chief Executive Officer
	EXECUTIVE
	/s/ Timothy M. Martin
Date	Name:	Timothy M. Martin

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EX-10.41

Exhibit 10.41

AMENDMENT TO THE

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) is made, effective as of December       , 2008 (the “Effective Date”), between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and STEVEN R. NICHOLS (the “Executive”).

WHEREAS, the Company and the Executive are parties to an amended and restated employment agreement dated as of April 20, 2007 (the “Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Agreement to ensure compliance with or exemption from provisions of the Section 409A of the Internal Revenue Code of 1986, as amended, and its implementing regulations and guidance; and

WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Agreement.

NOW THEREFORE, in consideration of these premises, and intending to be legally bound, the parties agrees as follows:

1.             Section 7.17 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Section 409A.

(a)           Notwithstanding anything in the Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to the Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, and its implementing regulations and guidance (“Section 409A”), (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (ii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.”

(b)           For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment.

(c)           Notwithstanding any other provision of the Agreement to the contrary, any payment or benefit provided to the Executive upon or following her termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to the Executive upon

her “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) (or any successor regulation).

(d)           In the event the payment of any amounts payable pursuant to Section 5 of this Agreement within six months of the date of the Executive’s termination of employment would cause the Executive to incur any additional tax under Section 409A, then payment of such amounts shall be delayed until the date that is six months following the Executive’s termination date (the “Earliest Payment Date”).  If this provision becomes applicable, it is anticipated that payments that would have been made prior to the Earliest Payment Date in the absence of this provision would be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments would be paid according to the schedule otherwise applicable to the payments.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the        day of December, 2008.

U-STORE IT TRUST
By:	/s/ Dean Jernigan
	Name: Dean Jernigan
	Title:
EXECUTIVE
/s/ Stephen R. Nichols
STEVEN R. NICHOLS

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EX-10.42

Exhibit 10.42

KATHLEEN A. WEIGAND

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 18, 2008 by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Kathleen A. Weigand (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated February 24, 2006 as amended, dated April 20, 2007 (the “Original Employment Agreement”), pursuant to which the Executive was employed by the Company as Executive Vice President, General Counsel and Secretary; and

WHEREAS, the Company and the Executive desire to enter into this Agreement which supersedes and replaces in its entirety the Original Employment Agreement; and

WHEREAS, the Company desires to employ the Executive to devote full time to the business of the Company as the Executive Vice President, General Counsel and Secretary of the Company; and

WHEREAS, the Executive desires to be employed by the Company on the terms and subject to the conditions hereinafter stated.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment for an initial term commencing as of the date hereof and ending on December 31, 2007 unless sooner terminated in accordance with the provisions of Section 4 or Section 5 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). The Term shall be subject to automatic one-year renewals unless either party hereto notifies the other, in accordance with Section 7.4, of non-renewal at least ninety (90) days prior to the end of any such Term. Notwithstanding the employment of the Executive by the Company, the Company shall be entitled to pay the Executive from the payroll of any subsidiary of the Company.

2. Duties. The Executive, in her capacity as Executive Vice President, General Counsel and Secretary, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Trustees of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors or a comparable governing body of, any subsidiary or affiliate of the Company without any additional compensation). The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit the Executive from performing personal and charitable activities and any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Board may delegate its authority to

take any action under this Agreement to the Compensation Committee of the Board (the “Compensation Committee”).

3. Compensation.

3.1 Salary. The Company shall pay the Executive during the Term a base salary at the rate of $330,000 per annum (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives generally. The Annual Salary may be increased annually by an amount as may be approved by the Board or the Compensation Committee, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

3.2 Bonus. During the Term, in addition to the Annual Salary, the Executive will be eligible to participate in (a) any formal annual bonus plan established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Annual Bonus Plan,” and amounts paid thereunder are referred to as an “Annual Bonus”) and (b) any formal long-term bonus or incentive plans established by the Compensation Committee for all executive officers in its sole and absolute discretion (the “Long-Term Bonus Plans,” and amounts paid thereunder are referred to as “Long-Term Bonus”). The Annual Bonus Plans and the Long-Term Bonus Plans are referred to as the “Bonus Plans.” The Executive may be awarded such restricted shares, share options and other equity-based awards under the Company’s equity compensation plans (“Equity Awards”) as the Compensation Committee determines to be appropriate in its sole discretion.

3.3 Benefits — In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that may be available to similarly situated senior executives of the Company generally, on the same terms as may be applicable to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs. During the Term, the Company shall maintain customary liability insurance for trustees and officers and list the Executive as a covered officer.

3.4 Vacation. During the Term, the Executive shall be entitled to vacation of four (4) weeks per year.

3.5 Automobile. During the Term, the Company will provide the Executive an allowance for the use of an automobile (including the payment of vehicle insurance) in accordance with the Company’s policy in effect from time to time. At the option of the Company, in lieu of providing such allowance, the Company will provide the Executive with an automobile of suitable standard to the Executive’s position.

3.6 Expenses. The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket business expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the

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Executive’s services under this Agreement, pursuant to the Company’s standard expense reimbursement policy as in effect from time to time, so long as the Executive provides proper documentation establishing the amount, date and business purpose of the expenses.

4. Termination upon Death or Disability. If the Executive dies during the Term, the obligations of the Company to or with respect to the Executive shall terminate in their entirety except as otherwise provided under this Section 4. If the Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement; provided, that, the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination.

Upon death or other termination of employment by virtue of disability (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s death or disability and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) within 30 days of the Effective Date of Termination; (ii) all Equity Awards held by the Executive shall become fully vested and exercisable; and (iii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and there shall be no further rights with respect to the Executive hereunder (except as provided in Section 7.13). For purposes of this Section 4, the “Effective Date of the Termination” shall mean the date of death or the date on which a notice of termination by virtue of disability is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 4 constitute liquidated damages for termination of her employment during the Term upon death or by virtue of disability.

5. Other Terminations of Employment.

5.1 Termination for Cause. For purposes of this Agreement, “Cause” shall mean:

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 (a) the Executive’s conviction for (or pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;

 (b) the Executive’s commission of an act of fraud, theft or dishonesty related to the business of the Company or its affiliates or the performance of the Executive’s duties hereunder;

 (c) the willful and continuing failure or habitual neglect by the Executive to perform the Executive’s duties hereunder;

 (d) any material violation by the Executive of the covenants contained in Section 6; or

 (e) the Executive’s willful and continuing material breach of this Agreement.

For purposes of this Section 5.1, no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or its subsidiaries. Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Cause under clause (c), (d) or (e) above, the Executive shall have 30 days from the date written notice is given by the Company of such event or condition to cure such event or condition and, if the Executive does so, such event or condition shall not constitute Cause hereunder.

5.2 Termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive:

 (a) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company and its subsidiaries;

 (b) a material reduction in Annual Salary of the Executive;

 (c) the failure by the Company to obtain an agreement from any successor to the business of the Company to assume and agree to perform this Agreement;

 (d) a change in control (for purposes of this Section, “Change in Control” shall mean:

(i) the dissolution or liquidation of the Company,

(ii) the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the

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Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of voting securities of the Company immediately prior thereto cease to beneficially own more than 50% of the voting securities of the surviving entity immediately thereafter,

(iii) a sale of all or substantially all of the assets of the Company to another person or entity other than an affiliate of the Company,

(iv) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company, or

(v) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board;

(e) a requirement by the Company that the Executive’s work location be moved more than fifty (50) miles from the Company’s office where the Executive works effective as of the date of this Agreement, unless the relocation results in the work location being closer to Executive’s residence; or

(f) the Company’s material and willful breach of this Agreement.

Notwithstanding the foregoing, if there exists (without regard to this sentence) an event or condition that constitutes Good Reason under clause (a), (b), (e) or (f) above, the Company shall have 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. Further, an event or condition shall cease to constitute Good Reason one (1) year after the event or condition first occurs.

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5.3 Effect of Termination for Cause.  The Company may terminate the Executive’s employment hereunder for Cause and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. If the Company terminates the Executive for Cause, (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.3, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.4 Effect of Termination Without Good Reason.  The Executive may terminate her employment without Good Reason. If the Executive terminates the Executive’s employment with the Company without Good Reason: (i) the Executive shall have no right to receive any compensation or benefit hereunder on and after the Effective Date of the Termination other than Annual Salary and other benefits, including payment for unused vacation earned and accrued under this Agreement prior to the Effective Date of the Termination and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination, but excluding any bonuses the Executive would have been entitled to under the Bonus Plans; and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13). For purposes of this Section 5.4, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination.

5.5 Effect of Non-Renewal. In the event the Company elects not to renew this Agreement as contemplated in Section 1 above and as a result the Executive has a Separation from Service, the Executive shall receive a cash payment equal to one (1) times the sum of: (i) the Executive’s Annual Salary in effect on the day of expiration of the Term and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive as provided for in Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such Separation from Service, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such Separation of Service, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives, payable no later than 30 days after such Separation from Service (or, if later, as soon as

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practicable, but in no event after the earlier of (x) 30 days after the amount is reasonably capable of being known and (y) the date that is 2 1/2 months after the end of the calendar year in which the Separation from Service occurs).

5.6 Termination Without Cause; Termination for Good Reason. The Company may terminate the Executive’s employment at any time without Cause, for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1 through Section 5.5, (i) the Executive shall receive the Executive’s Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any bonus for the prior year which has been awarded but not yet paid, and other benefits, including payment for accrued but unused vacation, earned and accrued under this Agreement prior to the Effective Date of the Termination (and reimbursement under this Agreement for expenses incurred but not paid prior to the Effective Date of the Termination) and an amount equal to the product of (x) the Executive’s target annual bonus for the fiscal year of the Executive’s termination of employment and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Effective Date of the Termination, and the denominator of which is 365, such amount to be paid to the Executive within 30 days of the Effective Date of Termination; (ii) the Executive shall receive a cash payment equal to the Severance Payment payable within 30 days of the Effective Date of the Termination; (iii) for 18 months after the Effective Date of the Termination, the Company shall continue medical, prescription and dental benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical, prescription and dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iv) all Equity Awards held by the Executive shall become fully vested and exercisable (notwithstanding anything to the contrary contained in any plan); and (v) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder (except as provided in Section 7.13).

The “Severance Payment” means two (2) times the sum of: (i) the Executive’s Annual Salary (as in effect on the effective date of such termination) and (ii) the average of the sum of the two previous Annual Bonuses and Long-Term Bonuses received by the Executive pursuant to Section 3.2, or, in the event the Executive has received only one Annual Bonus and one Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of such Annual Bonus and Long-Term Bonus, or, in the event the Executive has not received any Annual Bonus or Long-Term Bonus pursuant to Section 3.2 at the time of such termination, an amount equal to the sum of the Annual Bonus and Long-Term Bonus the Executive would have received under Section 3.2

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if the Executive would have remained employed through the period required to be entitled to receive the Annual Bonus and Long-Term Bonus and satisfied all target performance objectives. For purposes of this Section 5.6, the “Effective Date of the Termination” shall mean the date on which a notice of termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such notice of termination, or in the case of termination of employment by the Executive for Good Reason, the date of termination specified in such Executive’s notice of termination.

5.7 Severance and Release. In the event that Executive’s employment is terminated and Executive receives a Severance Payment or other post-termination benefits, the payment of such benefits is expressly conditioned upon and shall not be made, provided or otherwise available unless and until, Executive has executed and delivered to the Company a Severance and General Release Agreement in substantially the form attached hereto as Exhibit A. The Company shall have no post-termination obligations under this Agreement if the executed release is not received by the Company within 60 days after the Effective Date of Termination.

5.8 Nature of Payments. For the avoidance of doubt, the Executive acknowledges and agrees that the payments set forth in this Section 5 constitute liquidated damages for termination of his employment during the Term.

6. Confidential and Proprietary Information.

6.1 Confidential Information. The Executive shall keep secret and retain in strictest confidence, and shall not use for her personal benefit or the benefit of others or directly or indirectly disclose, except as may be required or appropriate in connection with her carrying out her duties under this Agreement, all confidential information, knowledge or data relating to the Company or any of its affiliates, or to the Company’s or any such affiliate’s respective businesses and investments (including confidential information of others that has come into the possession of the Company or any such affiliate), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates and which is not generally available lawfully and without breach of confidential or other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except with the Company’s express written consent or as may otherwise be required by law or any legal process.

6.2 Return of Documents; Rights to Products. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the businesses and investments of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. The Executive shall assign to the Company all rights to trade secrets and other products relating to the Company’s business developed by him alone or in conjunction with others at any time while employed by the Company.

6.3 Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches any of the Restrictive Covenants, the Company and

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its affiliates shall have the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages).

7. Other Provisions.

7.1 Severability. The Executive acknowledges and agrees that the Executive has had an opportunity to seek advice of counsel in connection with this Agreement. If it is determined that any of the provisions of this Agreement, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect, without regard to the invalid portions.

7.2 Enforceability; Jurisdictions. The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of the State of Ohio. If any court holds the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its affiliates, to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction’s being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

7.3 Attorneys’ Fees. In the event of any legal proceeding relating to this Agreement or any term or provision thereof, the losing party shall be responsible to pay or reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party in connection with such proceeding within the 10 year period commencing on the applicable Effective Date of Termination; provided, however, the Executive shall not be required to pay or reimburse the Company unless the claim or defense asserted by the Executive was unreasonable. The amount of reimbursement available to the Executive under this Section 7.3 during a taxable year will not affect the expenses eligible for reimbursement in any other taxable year. Reimbursements under this Section 7.3 shall be paid to the Executive on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense is incurred.

7.4 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly delivered (i) two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, (ii) when received if it is sent by facsimile communication during normal business hours on a business day or one business day after it is sent by facsimile and received if sent other than during business hours on a business day, (iii) one business day after it is sent via a reputable overnight courier service, charges prepaid, or

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(iv) when received if it is delivered by hand, in each case to the intended recipient as set forth below:

If to the Company, to:	U-Store-It Trust
	460 E. Swedesford Road, Suite 3000
	Wayne, PA 19087
	Attn: Chief Executive Officer
	Facsimile: (440) 234-8776
with a copy to:	Bass, Berry & Sims PLC
	100 Peabody Place, Suite 900
	Memphis, TN 38103
	Attn: John A. Good
	Facsimile: (901) 543-5999

If to the Executive, to the address set forth in the records of the Company.

Any such person may by notice given in accordance with this Section to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

7.5 Entire Agreement. This Agreement, together with the exhibits hereto and the Non-Competition Agreement, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with the Company or its subsidiaries (or any predecessor of either).

7.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

7.8 Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any Change in Control, the Company may assign this Agreement and its rights hereunder.

7.9 Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by law. No other taxes, fees, impositions, duties or other charges or offsets of any kind shall be deducted or withheld from amounts payable hereunder, unless otherwise required by law.

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7.10 No Duty to Mitigate. The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

7.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

7.12 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

7.13 Survival. Anything contained in this Agreement to the contrary notwithstanding, the provisions of Section  6 and Section 7 (to the extent necessary to effectuate the survival of Section 6 and  Section 7) shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

7.14 Existing Agreements. Executive represents to the Company that the Executive is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit the Executive from executing this Agreement or limit the Executive’s ability to fulfill the Executive’s responsibilities hereunder.

7.15 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

7.16 Parachute Provisions. If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement is deemed to constitute a Parachute Payment (as defined below), alone or when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment (whether or not under an existing plan, arrangement or other agreement), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company an amount in cash equal to the sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such Parachute Payments and on any payments under this Section 7.16) as if no excise taxes had been imposed with respect to Parachute Payments. The amount of any payment under this Section 7.16 shall be computed by a certified public accounting firm mutually and reasonably acceptable to the Executive and the Company, the computation expenses of which shall be paid by the Company. Any payment required to be made to the Executive pursuant to this Section 7.16 shall be paid to the Executive by the end of the Executive’s taxable year following the

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Executive’s taxable year in which the excise tax is remitted to the taxing authority. “Parachute Payment” shall mean any payment deemed to constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended.

7.17 Six Month Delay of Certain Payments. In the event the payment of any amounts payable pursuant to Section 5 of this Agreement within six months of the date of the Executive’s Separation from Service would cause the Executive to incur any additional tax under Section 409A of the Internal Revenue Code of 1986, as amended, then payment of such amounts shall be delayed until the date that is six months following the Executive’s Separation from Service (the “Earliest Payment Date”). If this provision becomes applicable, payments that would have been made prior to the Earliest Payment Date in the absence of this provision will be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments will be paid according to the schedule otherwise applicable to the payments.

7.18 Certain Definitions. For purposes of this Agreement:

 (a) an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, and includes subsidiaries.

 (b) A “business day” means the period from 9:00 am to 5:00 pm on any weekday that is not a banking holiday in New York City, New York.

(c) A “Separation from Service” means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Company and the Executive reasonably anticipate that the level of bona fide services the Executive will perform for the Company (whether as an employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Executive for the Company (whether as an employee or as a independent contractor) over the immediately preceding 36-month period (or the full period of services performed for the Company if the Executive has been providing services to the Company for less than 36 months). In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether the Executive who would otherwise experience a Separation from Service with the Company as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

 (d) A “subsidiary” means any corporation, partnership, joint venture or other entity in which at least a majority interest in such entity is owned directly or indirectly by the Company.

7.19 Replacement of Original Employment Agreement. The Company and the Executive acknowledge and agree that the Original Employment Agreement is hereby terminated by mutual consent and neither the Company nor the Executive shall have any continuing obligation to the

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other pursuant to the terms of the Original Employment Agreement. The mutual agreements and covenants contained in this Agreement shall replace and supersede in their entirety the provisions of the Original Employment Agreement.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

U-STORE IT TRUST
/s/ Dean Jernigan
Name:	Dean Jernigan
Title:	Chief Executive Officer
EXECUTIVE
/s/ Kathleen A. Weigand
Name:	Kathleen A. Weigand

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EXHBIT A

SEVERANCE AND GENERAL RELEASE AGREEMENT

This agreement made and entered into between U-Store-It Trust (the “Company”) and                          (the “Executive”);

WHEREAS, the Executive has been employed by the Company (or its predecessor) since                          pursuant to that Amended and Restated Executive Employment Agreement dated                      (the “Employment Agreement”);

WHEREAS, the Executive’s employment with the Company has been terminated under the Employment Agreement, effective                           ;

WHEREAS, pursuant to the Employment Agreement, the Company has expressed its willingness to provide a Severance Payment and other post-termination benefits (as specifically set forth in the Employment Agreement, the “Termination Benefits”), in connection with such termination, upon the terms set forth herein;

WHEREAS, pursuant to the Employment Agreement, the Executive has agreed to accept those benefits upon the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

1.The recitals set forth above are true and accurate.

2.As a material inducement to Executive to enter into this Agreement, the Company will provide the Executive with the Termination Benefits in accordance with the terms and conditions of the Employment Agreement, to be paid in the form of regular payroll checks and from which the Company will make all applicable withholding. The Executive acknowledges that he is not entitled to receive the Termination Benefits unless he executes and does not revoke this Severance and General Release Agreement (the “Agreement”).

3.This Agreement is not and shall not be construed as an admission by the Executive of any fact or conclusion of law. Likewise, this Agreement is not and shall not be construed as an admission by Company of any fact or conclusion of law. Without limiting the general nature of the previous sentences, this Agreement shall not be construed as an admission that the Executive, or the Company, or any of the Company’s officers, directors, managers, agents, or employees have violated any law or regulation or have violated any contract, express or implied.

4.The Executive represents and warrants that he has no personal knowledge of any practices engaged in by the Company that is or was a violation of any applicable state law or regulations or of any federal law or regulations. To the extent that the Executive has

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knowledge of any such practices, the Executive represents and warrants that the Executive already has notified the Company in writing of such alleged practices.

5.The Executive represents and warrants that he has not filed any other complaint(s) or charge(s) against the Company with the EEOC or the state commission empowered to investigate claims of employment discrimination or with any other local, state or federal agency or court, and that if any such agency or court assumes jurisdiction of any complaint(s) or charge(s) against the Company on behalf of the Executive, the Executive will request such agency or court to withdraw from the matter, and the Executive will refuse any benefits derived therefrom. This Agreement will not affect the Executive’s right to hereafter file a charge with or otherwise participate in an investigation or proceeding conducted by the EEOC regarding matters which arose after the date of this Agreement and which are not the subject of this Agreement.

6.The Executive hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, parent companies, and related entities, and each of the Company and its affiliates’ successors, assigns, agents, directors, officers, employees, representatives, and attorneys, and all persons acting by, through, under or in concert with any of them (collectively “Released Parties”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claims”), which the Executive now has, or claims to have, or which the Executive at any time heretofore had, or claimed to have, against each or any of the Released Parties. The definition of Claims also specifically encompasses all claims of under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, as well as all claims under state law provided under other applicable state law or local ordinance concerning the Executive’s employment. This Agreement further specifically encompasses all claims related to compensation, benefits, incentive packages, or any other form of compensation the Executive may or may not have received during her employment.

7.The Executive agrees that he forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that he presently has or might in the future have with the Company and its successors and assigns. The Executive agrees that he will not seek employment with the Company and its successors and assigns in the future.

8.If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect. If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. No waiver of any terms of conditions of this Agreement or any part of the Agreement shall be deemed a

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waiver of any other terms and conditions of this Agreement or with any later breach of this Agreement.

9.The Executive agrees to indemnify and hold each and all of the Released Parties harmless from and against any and all loss, costs, damage, or expense, including, without limitation, attorneys fees, incurred by the Released Parties, or any of them, arising out of the Executive’s breach of this Agreement or the fact that any representation made by him herein was false when made.

10.In the event of any breach of this Agreement or the Non-Competition Agreement or Section 6 of the Employment Agreement by the Executive, the Company shall be entitled to immediately cease payment of the Termination Benefits in addition to any other remedy it may have. Both parties understand and agree that should either of them breach any material term of this Agreement, the non-breaching party can institute an action to enforce the terms of this Agreement. If legal action is commenced to enforce any provision of this Agreement, the substantially prevailing party in such action shall be entitled to recover its attorneys’ fees and expenses through any and all trial courts or appellate courts, in addition to any other relief that may be granted.

11.The Executive represents that he has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim or any portion thereof or interest therein.

12.The Executive represents and acknowledges that in executing this Agreement he does not rely and has not relied upon any other representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives or attorneys, except as set forth herein, with regard to the subject matter, basis or effect of this Agreement.

13.The Executive further agrees that he will not disparage the Company, its business, its employees, officers or agents, or any of the Company’s affiliates or related entities in any manner harmful to their business or business reputation. The Executive and the Company agree to keep the matters contained herein confidential. The Executive will not discuss this agreement with any current or former employee(s) of the Company. This clause shall not prevent the Executive from communicating confidentially with her attorney(s) or immediate family members, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process. Likewise, the Company agrees not to disparage the Executive or otherwise make any negative statement about the Executive, in writing, orally, or otherwise, in connection with the matters or claims released herein and expressly including, but not limited to, matters related to the Executive’s employment with the Company. This clause shall not prevent the Company from communicating confidentially with its attorney(s), officers, or directors of the corporation, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.

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14.This Agreement shall be binding upon the Company, the Executive and their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executor, successors and assigns.

15.All terms not defined herein shall have the meanings set forth in the Employment Agreement.

16.This Agreement shall in all respects be interpreted, enforced and governed under the laws of the State of Ohio.

17.This Agreement sets forth the entire agreement between the parties hereto. Any modification, amendment or change to this Agreement must be made in writing and signed by both parties.

The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. The Executive acknowledges that the Executive has been given a period of twenty-one (21) days within which to consider this Agreement. The Executive further acknowledges that this Agreement may be revoked by the Executive at any time during the seven (7) day period beginning on the date that the Executive has signed this Agreement by providing written notice of revocation to:  [insert name and address of Company official to whom written notice of revocation must be delivered]. This Agreement shall not become effective if the Executive revokes the Agreement during this 7-day period and will not become effective otherwise until after expiration of the 7-day period. The Executive shall not be entitled to receive any Termination Benefits under this Agreement or otherwise until the expiration of the revocation period.

[Signatures on Following Page]

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	U-STORE IT TRUST
	/s/ Dean Jernigan
Date	Name:	Dean Jernigan
	Title:	Chief Executive Officer
	EXECUTIVE
	/s/ Kathleen A. Weigand
Date	Name:	Kathleen A. Weigand

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EX-10.78

Exhibit 10.78

U-STORE-IT TRUST

TRUSTEES DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

		PAGE
ARTICLE 1 PURPOSE		1
ARTICLE 2 DEFINITIONS		1
ARTICLE 3 PARTICIPATION		3
3.1	Eligibility	3
3.2	Participation	3
ARTICLE 4 BENEFITS		3
4.1	Deferred Compensation	3
4.2	Election Procedures	3
4.3	One Time Change in Time and Form of Payment	4
ARTICLE 5 ACCOUNTS		5
5.1	Participant Accounts	5
5.2	Returns on Distribution Accounts	5
5.3	Deemed Investment Options	5
5.4	Changes in Deemed Investment Options	6
5.5	Valuation of Accounts	6
5.6	Statement of Accounts	6
5.7	Distributions from Accounts	6
5.8	Deemed Company Stock Fund	6
ARTICLE 6 DISTRIBUTIONS		7
6.1	Retirement Distribution Option	7
6.2	In-Service Distribution Option	7
ARTICLE 7 BENEFITS TO PARTICIPANTS		7
7.1	Benefits Under the Retirement Distribution Option	7
7.2	Benefits Under the In-Service Distribution Option	8
ARTICLE 8 SURVIVOR BENEFITS		9
8.1	Death of Participant Prior to the Commencement of Benefits	9
8.2	Survivor Benefits Under the Retirement Distribution Option	9
8.3	Survivor Benefits Under the In-Service Distribution Option	9
8.4	Death of Participant After Benefits Have Commenced	9
ARTICLE 9 EMERGENCY BENEFIT		9
ARTICLE 10 ADMINISTRATION		10
10.1	Plan Administrator	10
10.2	Appointment of Administrative Committee	10

10.3	Powers of Plan Administrator	10
10.4	Limitation of Liability	11
10.5	Claims Procedures.	11
ARTICLE 11 MISCELLANEOUS		12
11.1	Unfunded Plan.	12
11.2	Spendthrift Provision	12
11.3	Employment Rights	12
11.4	Designation of Beneficiary	12
11.5	Amendment or Termination	13
11.6	No Fiduciary Relationship Created	13
11.7	Release	13
11.8	No Warranty or Representation	13
11.9	Construction	13
11.10	Governing Law	13
11.11	Counterparts	13
11.12	American Jobs Creation Act of 2004	13
11.13	Transition Elections	13
11.14	Permissible Accelerations	14

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U-STORE-IT TRUST TRUSTEES DEFERRED COMPENSATION PLAN

ARTICLE 1

PURPOSE

The U-Store-It Trust Trustees Deferred Compensation Plan (the “Plan”) is hereby amended and restated in accordance with the following terms and conditions for the purpose of providing a vehicle for deferring the payment of Compensation to members of the Board and promoting the success of U-Store-It Trust by aligning the financial interests of the Trustees providing services to the Company with long term shareholder value. The Plan is intended to be a non-qualified deferred compensation arrangement. The Plan was originally adopted by the Board on December 13, 2006, amended and restated as of January 1, 2007 and is hereby further amended and restated effective January 1, 2009.

ARTICLE 2

DEFINITIONS

The following terms shall have the following meanings described in this Article unless the context clearly indicates another meaning. All references in the Plan to specific Articles or Sections shall refer to Articles or Sections of the Plan unless otherwise stated.

2.1           Account  means the record or records established for each Participant in accordance with Section 5.1.

2.2           Beneficiary  means the person or persons who, pursuant to Article 8, are entitled to a distribution from the Plan after a Participant’s death.

2.3           Board  means the Board of Trustees of the Company.

2.4           Code  means the Internal Revenue Code of 1986, as amended.

2.5           Company  means U-Store-It Trust, a Maryland real estate investment trust.

2.6           Compensation  means for a Plan Year the annual fee related to Board membership, Board meetings and Board committee meetings payable to a Trustee for services rendered as a member of the Board during such Plan Year that would otherwise be reported on Form 1099 — MISC. Notwithstanding the foregoing, Compensation does not include expense reimbursements incurred in connection with attendance at Board meetings.

2.7           Compensation Committee  means the Compensation Committee of the Board of Trustees or, at any time that no such committee exists, the Board.

2.8           Deferred Compensation  means the portion of a Participant’s Compensation allocated to the Participant’s Retirement Distribution Account or an In-Service Distribution Account in accordance with Section 4.1 of the Plan.

2.9           Deemed Investment Options  means the deemed investment options selected by the Participant from time to time pursuant to which deemed earnings are credited to the Participant’s Distribution Accounts.

2.10         Distribution Account  means, with respect to a Participant, the Retirement Distribution Account and/or the In-Service Distribution Accounts established on the books of account of the Company, pursuant to Section 5.1.

2.11         Distribution Option  means the two distribution options which are available under the Plan, consisting of the Retirement Distribution Option and the In-Service Distribution Option.

2.12         Election Agreement  means the written agreement entered into by a Trustee, pursuant to which the Trustee becomes a Participant in the Plan and makes an election relating to Deferred Compensation and the period over which Deferred Compensation and investment return thereon will be paid.

2.13         In-Service Distribution Accounts  means the Accounts maintained for a Participant for each Plan Year to which Deferred Compensation is credited pursuant to the In-Service Distribution Option.

2.14         In-Service Distribution Option  means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.2.

2.15         Participant  means any Trustee (a) who is selected to participate in the Plan, (b) who elects to participate in the Plan, (c) who signs an Election, (d) whose signed Election Form is accepted by the Plan Administrator, and (e) who commences participation in the Plan.

2.16         Plan  means the plan, the terms and provisions of which are herein set forth, and as it may be amended or restated from time to time, designated as the “U-Store-It Trust Trustees Deferred Compensation Plan.”

2.17         Plan Administrator  means the Company.

2.18         Plan Year  means the period beginning on January 1 and ending on December 31 of each year.

2.19         Retirement  means a Participant’s Separation from Service as a Trustee (for reasons other than death) at or after age 55.

2.20         Retirement Distribution Account  means the Account maintained for a Participant to which Deferred Compensation is credited pursuant to the Retirement Distribution Option.

2.21         Retirement Distribution Option  means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.1.

2.22         Separation from Service  means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations.

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2.23         Trust  means any domestic trust that may be maintained in the United States pursuant to Section 11.1.

2.24         Trustee  means any individual who is a member of the Board.

ARTICLE 3

PARTICIPATION

3.1           Eligibility. Trustee shall be eligible to participate in the Plan if he or she is a Trustee designated as eligible by the Board or the Compensation Committee. Individuals not specifically designated by the Board or the Compensation Committee are not eligible to participate in the Plan.

3.2           Participation. A Trustee shall become a Participant as of the date he or she satisfies the eligibility requirements of Section 3.1 and completes all administrative forms required by the Plan Administrator. A Participant’s participation in the Plan shall terminate upon Separation from Service, voluntarily or involuntarily, for any reason, including death or upon such other events as determined by the Board or the Compensation Committee.

ARTICLE 4

BENEFITS

4.1           Deferred Compensation. Subject to any limitations established by the Compensation Committee or the Plan Administrator and in accordance with the procedures described in Section 4.2, a Participant may elect for a Plan Year to have his or her Compensation deferred in any amount, expressed as a percentage, and to have that amount credited to his or her Retirement Distribution Account or In-Service Distribution Account for such Plan Year as Deferred Compensation. Deferred Compensation shall be credited to a Participant’s Accounts as of the date it would be payable but for the election to defer.

4.2           Election Procedures.

(a)           Except as provided in paragraph (b) below, Compensation for services performed during a Plan Year may be deferred at the Participant’s election only if the election to defer such Compensation is made not later than the close of the preceding Plan Year.

(b)           In the case of the first year in which a Participant becomes eligible to participate in the Plan, the Participant’s election shall only be valid with respect to compensation earned with respect to services to be performed subsequent to the date of the election which must be made within 30 days after the date the Participant becomes eligible to participate in the Plan.

(c)           Each Participant shall on his or her Election Agreement with respect to each Plan Year (i) specify the percentage of Compensation the Participant elects to defer for such Plan Year; (ii) allocate his or her deferrals between the In-Service Distribution

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Option and the Retirement Distribution Option in increments of ten percent, provided, however, that 100 percent of such deferrals may be allocated to one or the other of the Distribution Options; (iii) with respect to amounts allocated to the Retirement Distribution Option for the first Plan Year in which amounts are allocated to the Retirement Distribution Option, elect whether such amounts will be paid in a single lump sum or in annual installments payable over five, ten, or fifteen years upon the Participant’s Separation from Service; and (iv) with respect to amounts allocated to the In-Service Distribution Option for the Plan Year, elect the time and manner of distribution from among the options described in Section 7.2. Moreover, (x) at any time prior to the first Plan Year or other period in which a Participant defers compensation into his or her Retirement Distribution Account, such Participant may irrevocably specify in his or her Election Agreement that distribution of his or her Retirement Distribution Account is to be made in a lump sum on the 60th day following the date of a change in control event within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, notwithstanding any other election made hereunder, and (y) at any time prior to the first Plan Year or other period in which a Participant defers compensation into an In-Service Distribution Account, such Participant may irrevocably specify in his Election Agreement that distribution of such In-Service Distribution Account is to be made in a lump sum on the 60th day following the date of a change in control event within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, notwithstanding any other election made hereunder.

(d)           A Participant can change his or her Election Agreement and an eligible Trustee who is not a Participant may become a Participant, as of any January 1 by completing, signing and filing an Election Agreement with the Plan Administrator not later than the preceding December 31 (subject, however, to the provisions of paragraph (b) above in the case of a Participant who becomes newly eligible during the Plan Year). A Participant who does not complete a new Election Agreement for a Plan Year will be deemed to have elected not to have any Deferred Compensation for the Plan Year. In the event any amount is credited to the Account of a Participant with respect to which no timely election concerning method of payment has been made, such amount shall be credited to the Retirement Distribution Account of such Participant and if such Participant does not have a Retirement Distribution Account election on file, such Participant will be deemed to have elected a single lump sum to be paid on the 60th day after the date of Retirement.

(e)           An election of Deferred Compensation shall be irrevocable on the first day of the Plan Year (or other period) to which it relates, except that in the case of an unforeseeable emergency as defined in Article 9, the election shall be cancelled for the remainder of the Plan Year.

(f)            All Election Agreements shall be in a form acceptable to the Plan Administrator and shall be completed, signed, and filed with the Plan Administrator as provided herein.

4.3           One Time Change in Time and Form of Payment. Notwithstanding the method of payment elected or deemed elected by a Participant with respect to his Retirement Distribution Account or any of his In-Service Distribution

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Accounts in accordance with Section 4.2(c)(iii), 4.2(c)(iv) or 4.2(d), such Participant may elect to make one change to the time or form of any such payment to any other permissible payment option at any time up to 12 months before the first scheduled payment; provided, however, that (a) any such election shall not be effective for at least 12 months following the date made; and (b) to the extent required by Section 409A of the Code, as a result of any such change, payment or commencement of payment shall be delayed for 5 years from the date the first payment was scheduled to have been paid.

ARTICLE 5

ACCOUNTS

5.1           Participant Accounts. The Plan Administrator shall establish separate Distribution Accounts with respect to a Participant for each Distribution Option. A Participant’s Distribution Accounts shall consist of the Retirement Distribution Account and one or more In-Service Distribution Accounts. A Participant’s Distribution Accounts shall be maintained by the Plan Administrator in accordance with the terms of this Plan until all of the Deferred Compensation and investment return to which a Participant is entitled has been distributed to a Participant or his or her beneficiary in accordance with the terms of the Plan. A Participant shall be fully vested in his or her Distribution Accounts at all times.

5.2           Returns on Distribution Accounts. A Participant’s Distribution Accounts shall be credited with returns in accordance with the Deemed Investment Options elected by the Participant from time to time. Participants may allocate their Retirement Distribution Account and/or each of their In-Service Distribution Accounts among the Deemed Investment Options available under the Plan only in whole percentages of not less than one (1) percent. The rate of return, positive or negative, credited under each Deemed Investment Option is based upon the actual investment performance of the corresponding investment portfolios of the Company’s qualified defined contribution plan, or such other investment fund(s) as the Compensation Committee may designate from time to time, and shall equal the total return of such investment fund net of asset based charges, including, without limitation, money management fees, fund expenses and mortality and expense risk insurance contract charges. The Compensation Committee reserves the right, on a prospective basis, to add or delete Deemed Investment Options.

5.3           Deemed Investment Options. Except as otherwise provided pursuant to Section 5.2, the Deemed Investment Options available under the Plan shall consist of pre-determined actual investment options which correspond to certain investment portfolios of the Company’s qualified defined contribution plan, or such other investment fund(s) as the Compensation Committee may designate from time to time.

Notwithstanding that the rates of return credited to Participants’ Distribution Accounts under the Deemed Investment Options are based upon the actual performance of the corresponding portfolios of the Company’s qualified defined contribution plan, or such other investment fund(s) as the Compensation Committee may designate, the Company shall not be obligated to invest any Deferred Compensation by Participants under this Plan, or any other amounts, in such portfolios or in any other investment funds.

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5.4           Changes in Deemed Investment Options. A Participant may change the Deemed Investment Options to which the Participant’s Distribution Accounts are deemed to be allocated with whatever frequency is determined by the Plan Administrator, which shall not be less than four times per Plan Year. Each such change may include (a) reallocation of the Participant’s existing Accounts in whole percentages of not less than one (1) percent, and/or (b) change in investment allocation of amounts to be credited to the Participant’s Accounts in the future, as the Participant may elect. Notwithstanding the provisions herein, any change that reallocates Participant’s existing Accounts to or from the deemed Company Stock Fund or that increases or reduces the allocation to the deemed Company Stock Fund shall not become effective until the first business day of the next calendar quarter, or such other date as is determined by the Compensation Committee in its sole discretion.

5.5           Valuation of Accounts. The value of a Participant’s Distribution Accounts as of any date shall equal the amounts theretofore credited to such Accounts, including any earnings (positive or negative) deemed to be earned on such Accounts in accordance with Section 5.2 through the day preceding such date, less the amounts theretofore deducted from such Accounts.

5.6           Statement of Accounts. The Plan Administrator shall provide to each Participant, not less frequently than quarterly, a statement in such form as the Plan Administrator deems desirable setting forth the balance standing to the credit of each Participant in each of his Distribution Accounts.

5.7           Distributions from Accounts. Any distribution made to or on behalf of a Participant from one or more of his Distribution Accounts in an amount which is less than the entire balance of any such Account shall be made pro rata from each of the Deemed Investment Options to which such Account is then allocated.

5.8           Deemed Company Stock Fund. Notwithstanding any other provision of the Plan to the contrary, for purposes of a Participant who directs any portion of his Distribution Accounts to be credited with returns in accordance with the Deemed Investment Option consisting of the Company Stock Fund, (a) Deferred Compensation shall be credited to that portion of the Participant’s Distribution Accounts which are credited with returns in accordance with the Deemed Investment Option consisting of the Company Stock Fund as of the first business day of the calendar quarter, or as of such other date as is determined by the Compensation Committee in its sole discretion, on or following the date that Deferred Compensation would have otherwise been paid to the Participant and (b) for the period commencing on the date Deferred Compensation would have otherwise been paid to the Participant until such date as the Deferred Compensation is actually credited to that portion of the Participant’s Distribution Accounts which are credited with returns in accordance with the Deemed Investment Option consisting of the Company Stock Fund, such amounts shall be deemed to earn a rate of return equal to the monthly applicable federal rate as of the first of the month.

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ARTICLE 6

DISTRIBUTIONS

6.1           Retirement Distribution Option. Subject to Section 7.1, distribution of the Participant’s Retirement Distribution Account shall commence on the later of (a) the 60th day after the Participant’s Retirement or (b) the year following the Participant’s attainment of age 65 or other elected age greater than age 55 but less than age 65, as elected by the Participant in the Election Agreement pursuant to which such Retirement Distribution Account was established.

6.2           In-Service Distribution Option. Subject to Section 7.2, the Participant’s In-Service Distribution Account for any Plan Year shall be distributed commencing on February 28 of the Plan Year elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established. Notwithstanding the foregoing, a Participant shall not be entitled to allocate any deferrals to an In-Service Distribution Account for the two Plan Years preceding the Plan Year which includes the date on which such Account is to be distributed and such additional deferrals shall instead be allocated to the Retirement Distribution Account.

ARTICLE 7

BENEFITS TO PARTICIPANTS

7.1           Benefits Under the Retirement Distribution Option. Benefits under the Retirement Distribution Option shall be paid to a Participant as follows:

(a)           Benefits Upon Retirement. In the case of a Participant whose discontinuance of service with the Board is on account of Retirement and whose Retirement Distribution Account balance, when added to his In-Service Distribution Account balance and the benefit payable from any other nonqualified deferred compensation arrangement that is required to be aggregated with the Plan under Section 1.409A-1(e) of the Treasury Regulations as of the date payment would otherwise commence exceeds $10,000, the Participant’s Retirement Distribution Account shall be distributed in one of the following methods, as elected by the Participant in writing in the Election Agreement:  (i) in a lump sum; (ii) in annual installments over five years; (iii) in annual installments over ten years; or (iv) in annual installments over 15 years. Any lump-sum benefit payable in accordance with this paragraph shall be paid on the date that is 60 days after the date of Retirement or on February 28 of the Plan Year elected by the Participant in an amount equal to the value of such Retirement Distribution Account as of the date of distribution. An initial annual installment payment shall be paid on the date that is 60 days after the date of Retirement or on February 28 of the Plan Year elected by the Participant in an amount equal to (i) the value of such Retirement Distribution Account to be so distributed as of the last business day of the Plan Year preceding the date of payment, divided by (ii) the number of annual installment payments elected by the Participant. The remaining annual installments shall be paid on February 28 of each succeeding Plan Year in an amount equal to (i) the value of such Retirement Distribution Account as of the last business day of the immediately preceding Plan Year divided by (ii) the number of installments remaining; provided that the last installment payment shall

7

be in an amount equal to the value of the Retirement Distribution Account on the date of such last installment payment. A Participant may change the election regarding the manner of payment as described in Section 4.3 as permitted by Section 409A of the Code.

(b)           Benefits Upon Separation From Service. In the case of a Participant who has a Separation from Service prior to the earliest date on which the Participant is eligible for Retirement, other than on account of death, or whose Retirement Account balance when added to his In-Service Distribution Account balance and the benefit payable from any other nonqualified deferred compensation arrangement that is required to be aggregated with the Plan under Section 1.409A-1(e) of the Treasury Regulations as of the date payment would otherwise commence does not exceed $10,000, the Participant’s Retirement Distribution Account shall be distributed in a lump sum on the 60th day following the date of such Separation from Service.

7.2           Benefits Under the In-Service Distribution Option. Benefits under the In-Service Distribution Option shall be paid to a Participant as follows:

(a)           In-Service Distributions. In the case of a Participant who continues in Service with the Board, the Participant’s In-Service Distribution Account for any Plan Year shall be paid as irrevocably elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established in one lump sum or in annual installments payable over 2, 3, 4, or 5 years. Any lump-sum benefit payable in accordance with this paragraph shall be paid on February 28 of such Plan Year in an amount equal to the value of such In-Service Distribution Account on the date of payment. The initial annual installment payment shall be paid on February 28 of such Plan Year in an amount equal to (i) the value of such In-Service Distribution Account as of the last business day of the Plan Year preceding the date of payment, divided by (ii) the number of annual installment payments elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established. The remaining annual installments shall be paid on February 28 of each succeeding year in an amount equal to (i) the value of such In-Service Distribution Account as of the last business day of the immediately preceding Plan Year divided by (ii) the number of installments remaining; provided that the last installment payment shall be in an amount equal to the value of such In-Service Distribution Account on the date of such last installment payment.

(b)           Benefits Upon Separation From Service. In the case of a Participant who has a Separation from Service prior to the date on which the Participant’s In-Service Distribution Account would otherwise be distributed, other than on account of death, such In-Service Distribution Account shall be distributed as irrevocably elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established.

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ARTICLE 8

SURVIVOR BENEFITS

8.1           Death of Participant Prior to the Commencement of Benefits. In the event of a Participant’s death prior to the commencement of benefits in accordance with Article 7, benefits shall be paid to the Participant’s Beneficiary, as determined under Section 11.4, pursuant to Section 8.2 or 8.3, whichever is applicable, in lieu of any benefits otherwise payable under the Plan to or on behalf of such Participant.

8.2           Survivor Benefits Under the Retirement Distribution Option. In the case of a Participant with respect to whom the Plan Administrator has established a Retirement Distribution Account, and who dies prior to the commencement of benefits under such Retirement Distribution Account pursuant to Section 7.1, distribution of such Retirement Distribution Account shall be made in a lump sum on the first day of the second month following the Participant’s death. The amount of any lump sum benefit payable in accordance with this Section shall equal the value of such Retirement Distribution Account as of the date on which such benefit is paid.

8.3           Survivor Benefits Under the In-Service Distribution Option. In the case of a Participant with respect to whom the Plan Administrator has established one or more In-Service Distribution Accounts, and who dies prior to the date on which such In-Service Distribution Accounts are to be paid pursuant to Section 7.2, distribution of such In-Service Distribution Accounts shall be made in a lump sum on the first day of the second month following the Participant’s death. The amount of any lump sum benefit payable in accordance with this Section shall equal the value of such In-Service Distribution Account as of the date on which such benefit is paid.

8.4           Death of Participant After Benefits Have Commenced. In the event a Participant dies after annual installment benefits payable under Section 7.1 or 7.2 have commenced, but before the entire balance of the applicable Distribution Account has been paid, any remaining installments shall continue to be paid to the Participant’s Beneficiary, as determined under Section 11.4, at such times and in such amounts as they would have been paid to the Participant had the Participant survived.

ARTICLE 9

EMERGENCY BENEFIT

In the event that the Plan Administrator, upon written request of a Participant, determines, in its sole discretion, that the Participant has suffered an unforeseeable emergency, the Company shall pay to the Participant from the Participant’s Distribution Account(s), within 60 days following such determination, an amount not exceeding the amount reasonably necessary to meet the emergency (which may include amounts necessary to pay any Federal, State, or local income taxes or penalties reasonably anticipated that result from the distribution) (the “Emergency Benefit”). For purposes of this Plan, an unforeseeable emergency is a severe financial hardship of the Participant arising from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Section 152(a) of the Code);

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loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Cash needs arising from foreseeable events such as the education expenses for children shall not be considered to be the result of an unforeseeable financial emergency. Emergency Benefits shall be paid first from the Participant’s In-Service Distribution Accounts, if any, to the extent the balance of one or more of such In-Service Distribution Accounts is sufficient to meet the emergency, in the order in which such Accounts would otherwise be distributed to the Participant. If the distribution exhausts the In-Service Distribution Accounts, the Retirement Distribution Account may be accessed. With respect to that portion of any Distribution Account which is distributed to a Participant as an Emergency Benefit, in accordance with this Article, no further benefit shall be payable to the Participant under this Plan. Notwithstanding anything in this Plan to the contrary, a Participant who receives an Emergency Benefit in any Plan Year shall not be entitled to make any further deferrals for the remainder of such Plan Year. It is intended that the Plan Administrator’s determination as to whether a Participant has suffered an “unforeseeable emergency” shall be made consistent with the requirements under Section 409A of the Code.

ARTICLE 10

ADMINISTRATION

10.1        Plan Administrator. The Company shall have the sole responsibility for the administration of the Plan and is designated as Plan Administrator.

10.2        Appointment of Administrative Committee. The Company may delegate its duties as Plan Administrator to an Administrative Committee. The members of the Administrative Committee shall be selected by the Board.

10.3        Powers of Plan Administrator. The Plan Administrator shall have the full and exclusive power, discretion and authority to administer the Plan. The determinations and decisions of the Plan Administrator are final and binding on all persons. The Plan Administrator’s powers shall include but shall not be limited to, the power to:

(a)           Maintain records pertaining to the Plan.

(b)           Interpret the terms and provisions of the Plan, and to construe ambiguities and correct omissions.

(c)           Establish procedures by which Participants may apply for benefits under the Plan and appeal a denial of benefits.

(d)           Determine the rights under the Plan of any Participant applying for or receiving benefits.

(e)           Administer the claims procedure provided in this Article.

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(f)            Perform all acts necessary to meet the reporting and disclosure obligations imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(g)           Delegate specific responsibilities for the operation and administration of the Plan to such employees or agents as it deems advisable and necessary.

In the exercise of its powers, the Plan Administrator shall be entitled to rely upon all tables, valuations, certificates and reports furnished by any accountant or consultant and upon opinions given by any legal counsel in each case duly selected by the Plan Administrator.

10.4        Limitation of Liability. The Plan Administrator and the Company and their respective officers and directors (including but not limited to the members of the Board), shall not be liable for any act or omission relating to their duties under the Plan, unless such act or omission is attributable to their own willful misconduct or lack of good faith.

10.5        Claims Procedures.

(a)           All claims under the Plan shall be directed to the attention of the Plan Administrator. Any Participant or Beneficiary whose application for benefits or other claim under the Plan has been denied, in whole or in part, shall be given written notice of the denial by the Plan Administrator within sixty (60) days after the receipt of the claim. The notice shall explain that the Participant or Beneficiary may request a review of the denial and the procedure for requesting review. The notice shall describe any additional information necessary to perfect the Participant’s or Beneficiary’s claim and explain why such information is necessary. If a Participant or Beneficiary does not receive a written response to a claim within sixty (60) days after receipt of the claim by the Plan Administrator, the claim will be deemed to be denied.

(b)           A Participant or Beneficiary may make a written request to the Plan Administrator for a review of any denial of claims under this Plan. The request for review must be in writing and must be made within sixty (60) days after the mailing date of the notice of denial or the deemed denial. The request shall refer to the provisions of the Plan on which it is based and shall set forth the facts relied upon as justifying a reversal or modification of the determination being appealed.

(c)           A Participant or Beneficiary who requests a review of denial of claims in accordance with this claims procedure may examine pertinent documents and submit pertinent issues and comments in writing. A Participant or Beneficiary may have a duly authorized representative act on his or her behalf in exercising his or her right to request a review and any other rights granted by this claims procedure. The Plan Administrator shall provide a review of the decision denying the claim within sixty (60) days after receiving the written request for review. If a Participant or Beneficiary does not receive a written response to a request for a review within the foregoing time limit, such request will be deemed to be denied. A decision by the Plan Administrator for review shall be final and binding on all persons.

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ARTICLE 11

MISCELLANEOUS

11.1        Unfunded Plan.

(a)           The Plan shall be an unfunded plan maintained by the Company for the purpose of providing benefits to the Trustees. The Company shall not be required to set aside, earmark or entrust any fund or money with which to pay their obligations under this Plan or to invest in any particular investment vehicle and may change investments of Company assets at any time.

(b)           The Company may establish a Trust to hold property that may be used to pay benefits under the Plan. The Trust shall be a domestic trust maintained in the United States. The Trust shall be intended to be a grantor trust, within the meaning of Section 671 of the Code, of which the Company is the grantor, and the Plan is to be construed in accordance with that intention. Notwithstanding any other provision of this Plan, the assets of the Trust will remain the property of the Company and will be subject to the claims of creditors in the event of bankruptcy or insolvency, as provided in the Trust Agreement. No Participant or person claiming through a Participant will have any priority claim on the assets of the Trust or any security interest or other right superior to the rights of a general creditor of the Company as provided in the Trust Agreement.

(c)           Subject to the following provisions of this Section 11.1(c), all benefits under this Plan shall be paid by the Company from its general assets and/or the assets of the Trust, which assets shall, at all times, remain subject to the claims of creditors as provided in the Trust Agreement.

(d)           Neither Participants, their Beneficiaries nor their legal representatives shall have any right, other than the right of an unsecured general creditor, against the Company in respect of any portion of a Participant’s Account and shall have no right, title or interest, legal or equitable, in or to any asset of the Company or the Trust.

11.2        Spendthrift Provision. The Plan shall not in any manner be liable for or subject to the debts or liabilities of any Participant or Beneficiary. No benefit or interest under the Plan is subject to assignment, alienation, pledge or encumbrance, whether voluntary or involuntary, and any purported or attempted assignment, alienation, pledge or encumbrance of benefits shall be void and will not be recognized by the Company.

11.3        Employment Rights. The existence of the Plan shall not grant a Participant any legal or equitable right to continue as a Trustee nor affect the right of the Company to discontinue the service of a Participant as a Trustee.

11.4        Designation of Beneficiary. Each Participant may designate a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person) to receive any payments which may be made following the Participant’s death. Such designation may be changed or canceled at any time without the consent of any such Beneficiary. Any such designation, change or cancellation must be made in a form approved by the Plan Administrator and shall not be effective until received by the Plan Administrator, or its designee. If no

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Beneficiary has been named, or if the designated Beneficiary or Beneficiaries shall have predeceased the Participant, the Beneficiary shall be the Participant’s estate. If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise.

11.5         Amendment or Termination. Subject to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, the Company reserves the right to amend, modify, suspend or terminate the Plan at any time without prior notice by action of its Board; provided, however, that no such action may deprive a Participant of his rights to receive a benefit pursuant to the Plan with respect to Compensation deferred prior to such action.

11.6         No Fiduciary Relationship Created. Nothing contained in this Plan, and no action taken pursuant to the provisions of this Plan, shall create or be deemed to create a fiduciary relationship between the Company or the Plan Administrator and any Participant, Beneficiary or any other person.

11.7         Release. Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan Administrator, the Company, and any of their respective officers, directors, shareholders, employees or agents.

11.8         No Warranty or Representation. The Company makes no warranty or representation regarding the effect of deferrals made or benefits paid under this Plan for any purpose.

11.9         Construction. Words used in the masculine shall apply to the feminine where applicable; and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

11.10       Governing Law. To the extent that Ohio law is not preempted by ERISA, the provisions of the Plan shall be governed by the laws of the State of Ohio.

11.11       Counterparts. This Plan may be signed in any one or more counterparts each of which together shall constitute one instrument.

11.12       American Jobs Creation Act of 2004. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Notwithstanding any provision of the Plan or any Election Agreement to the contrary, no otherwise permissible election or distribution shall be made or given effect under the Plan that would result in taxation of any amount under Section 409A of the Code.

11.13       Transition Elections. Notwithstanding any other elections made hereunder and only to the extent permitted by the Company and transition rules issued under Section 409A of the Code, through such dates as specified by the Company pursuant to transitional guidance issued under Section 409A of the Code, Participants have been permitted to make one or more elections as to the time and form of payment of their In-Service Distribution Accounts and Retirement Distribution Accounts under the Plan, provided that (a) any such elections made

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during 2006 were only available for amounts that were payable after the 2006 calendar year and could not accelerate any payments into the 2006 calendar year, (b) any such elections made during 2007 were only available for amounts that were payable after the 2007 calendar year and could not accelerate any payments into the 2007 calendar year, and (c) any such elections made during 2008 were only available for amounts that were payable after the 2008 calendar year and could not accelerate any payment into the 2008 calendar year.

11.14       Permissible Accelerations. Notwithstanding any other provision of the Plan to the contrary, in accordance with Section 1.409A-3(j)(4) of the Treasury Regulations, the Company may, in its sole discretion, cause payments to or on behalf of a Participant to be accelerated (i) to the extent necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code, (ii) to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government, (iii) to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant or Beneficiary to participate in activities in the normal course of his or her position in which a Participant or Beneficiary would otherwise not be able to participate under an applicable rule); (iv) to pay FICA taxes on any amounts deferred under the Plan and any state, local or foreign income tax withholding related to such FICA tax, (v) at any time the Plan fails to meet the requirements of Section 409A of the Code and the Treasury Regulations thereunder; provided however that the amount of the accelerated payment may not exceed the amount required to be included as a result of the failure to comply with Section 409A of the Code and the Treasury Regulations thereunder; (vi) where the acceleration of the payment is made pursuant to a termination and liquidation of the Plan in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations; (vii) to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to the amount deferred under the Plan before the amount is paid or made available to the Participant or Beneficiary; provided such payment may not exceed the amount of such taxes due as a result of participation in the Plan; (viii) as satisfaction of a debt of the Participant or Beneficiary to the Company in accordance with Section 1.409A-3(j)(4)(xiii) of the Treasury Regulations and (ix) where such payment occurs as a part of a settlement between the Participant or the Beneficiary and the Company of an arm’s length, bona fide dispute as to the Participant’s or Beneficiary’s right to the deferred amount.

IN WITNESS WHEREOF, U-Store-It Trust,  has executed this Amended and Restated Plan on the       day of December, 2008.

U-STORE-IT TRUST
By:	/s/ Christopher P. Marr
	Name:		Christopher P. Marr
	Title:	President and Chief Investment Officer

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EX-10.79

Exhibit 10.79

U-STORE-IT TRUST

EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

		PAGE
ARTICLE 1 PURPOSE		2
ARTICLE 2 DEFINITIONS		2
ARTICLE 3 PARTICIPATION		5
3.1	Eligibility	5
3.2	Participation	5
ARTICLE 4 BENEFITS		5
4.1	Deferred Compensation	5
4.2	Matching Deferred Compensation	5
4.3	Nonelective Deferred Compensation	5
4.4	Election Procedures	6
4.5	One Time Change in Time and Form of Payment	7
ARTICLE 5 ACCOUNTS		7
5.1	Participant Accounts	7
5.2	Returns on Distribution Accounts	7
5.3	Deemed Investment Options	8
5.4	Changes in Deemed Investment Options	8
5.5	Valuation of Accounts	8
5.6	Statement of Accounts	8
5.7	Distributions from Accounts	8
5.8	Deemed Company Stock Fund	9
ARTICLE 6 DISTRIBUTIONS		9
6.1	Retirement Distribution Option	9
6.2	In-Service Distribution Option	9
6.3	Distribution Limitations	9
ARTICLE 7 BENEFITS TO PARTICIPANTS		10
7.1	Benefits Under the Retirement Distribution Option	10
7.2	Benefits Under the In-Service Distribution Option	11
ARTICLE 8 SURVIVOR BENEFITS		11
8.1	Death of Participant Prior to the Commencement of Benefits	11
8.2	Survivor Benefits Under the Retirement Distribution Option	11
8.3	Survivor Benefits Under the In-Service Distribution Option	12
8.4	Death of Participant After Benefits Have Commenced	12
ARTICLE 9 EMERGENCY BENEFIT		12
ARTICLE 10 ADMINISTRATION		13
10.1	Plan Administrator	13

10.2	Appointment of Administrative Committee	13
10.3	Powers of Plan Administrator	13
10.4	Limitation of Liability	13
10.5	Claims Procedures	13
ARTICLE 11 MISCELLANEOUS		14
11.1	Unfunded Plan	14
11.2	Spendthrift Provision	15
11.3	Employment Rights	15
11.4	Designation of Beneficiary	15
11.5	Withholding of Taxes	15
11.6	Amendment or Termination	16
11.7	No Fiduciary Relationship Created	16
11.8	Release	16
11.9	No Warranty or Representation	16
11.10	Construction	16
11.11	Governing Law	16
11.12	Counterparts	16
11.13	American Jobs Creation Act of 2004	16
11.14	Transition Elections	16
11.15	Permissible Accelerations	17

U-STORE-IT TRUST EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE 1

PURPOSE

The U-Store-It Trust Executive Deferred Compensation Plan (the “Plan”) is hereby amended and restated in accordance with the following terms and conditions for the purpose of providing deferred compensation to eligible employees, which plan is intended to be a non-qualified deferred compensation arrangement for a select group of management and highly compensated employees.   The Plan was originally adopted by the Board on November 3, 2006, amended and restated as of January 1, 2007 and is hereby further amended and restated effective January 1, 2009.

ARTICLE 2

DEFINITIONS

The following terms shall have the following meanings described in this Article unless the context clearly indicates another meaning. All references in the Plan to specific Articles or Sections shall refer to Articles or Sections of the Plan unless otherwise stated.

2.1Account  means the record or records established for each Participant in accordance with Section 5.1.

2.2Base Salary  means for a Plan Year the annual cash compensation relating to services performed during such Plan Year, whether or not paid in such Plan Year or included on the Federal Income Tax Form W-2 for such Plan Year, excluding bonuses, commissions, overtime, special awards, tax planning stipends, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income).  Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

2.3Beneficiary  means the person or persons who, pursuant to Article 8, are entitled to a distribution from the Plan after a Participant’s death.

2.4Board  means the Board of Trustees of the Company.

2.5Bonus  means for a Plan Year any compensation relating to services performed during such Plan Year payable to a Participant pursuant to a regular U-Store-It Trust bonus program, whether or not paid in such Plan Year or included on the Federal Income Tax Form W-2 for such Plan Year.

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2.6Code  means the Internal Revenue Code of 1986, as amended.

2.7Company  means U-Store-It Trust, a Maryland real estate investment trust.

2.8Compensation Committee  means the Compensation Committee of the Board of Trustees or, at any time that no such committee exists, the Board.

2.9Deferred Compensation  means the portion of a Participant’s Base Salary or Bonus allocated to the Participant’s Retirement Distribution Account or an In-Service Distribution Account in accordance with Section 4.1 of the Plan.

2.10Deemed Investment Options  means the deemed investment options selected by the Participant from time to time pursuant to which deemed earnings are credited to the Participant’s Distribution Accounts.

2.11Distribution Account  means, with respect to a Participant, the Retirement Distribution Account and/or the In-Service Distribution Accounts established on the books of account of the Company, pursuant to Section 5.1.

2.12Distribution Option  means the two distribution options which are available under the Plan, consisting of the Retirement Distribution Option and the In-Service Distribution Option.

2.13Election Agreement  means the written agreement entered into by an Employee, pursuant to which the Employee becomes a Participant in the Plan and makes an election relating to Deferred Compensation and the period over which Deferred Compensation, Matching Deferred Compensation, and Nonelective Deferred Compensation and investment return thereon will be paid.

2.14Employee  means, with respect to each Employer, management and highly compensated employees.

2.15Employer  means the Company and any other entity with which the Company would be considered a single employer (within the meaning of Section 414(b) of the Code) which, with the authorization of the Board, adopts the Plan for the benefit of its employees pursuant to resolution of its board of directors.

2.16In-Service Distribution Accounts  means the Accounts maintained for a Participant for each Plan Year to which Deferred Compensation is credited pursuant to the In-Service Distribution Option.

2.17In-Service Distribution Option  means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.2.

2.18Matching Deferred Compensation  means a Participant’s matching deferred compensation allocated to the Participant’s Account as further described in Section 4.2.

2.19Nonelective Deferred Compensation  means a Participant’s nonelective deferred compensation allocated to the Participant’s Account as further described in Section 4.3.

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2.20Participant  means an Employee or former Employee of an Employer who has met the requirements for participation under Section 3.1 and who is or may become eligible to receive a benefit from the Plan or whose beneficiary may be eligible to receive a benefit from the Plan.

2.21Plan  means the plan, the terms and provisions of which are herein set forth, and as it may be amended or restated from time to time, designated as the “U-Store-It Trust Executive Deferred Compensation Plan.”

2.22Plan Administrator means the Company.

2.23Plan Year  means the period beginning on November 6, 2006, and ending on December 31, 2006, and thereafter beginning on January 1 and ending on December 31 of each year.

2.24Retirement  means a Participant’s Separation from Service with the Company (for reasons other than death) at or after age 55.

2.25Retirement Distribution Account  means the Account maintained for a Participant to which Deferred Compensation, Matching Deferred Compensation, and Nonelective Deferred Compensation are credited pursuant to the Retirement Distribution Option.

2.26Retirement Distribution Option  means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.1.

2.27Separation from Service  means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Participant’s Employer and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Employers (whether as an Employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Participant for the Employers (whether as an Employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services performed for the Employers if the Participant has been providing services to the Employers for less than 36 months).  In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether a Participant who would otherwise experience a Separation from Service with the Company and the Employers as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

2.28Trust  means any domestic trust that may be maintained in the United States pursuant to Section 11.1.

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ARTICLE 3

PARTICIPATION

3.1Eligibility.  An Employee shall be eligible to participate in the Plan if he or she is an Employee designated as eligible by the Compensation Committee. Individuals not specifically designated by the Compensation Committee are not eligible to participate in the Plan.

3.2Participation.  An Employee shall become a Participant as of the date he or she satisfies the eligibility requirements of Section 3.1 and completes all administrative forms required by the Plan Administrator. A Participant’s participation in the Plan shall terminate upon Separation from Service or upon such other events as determined by the Compensation Committee.

ARTICLE 4

BENEFITS

4.1Deferred Compensation.  Subject to any limitations established by the Compensation Committee or the Plan Administrator and in accordance with the procedures described in Section 4.4, a Participant may elect for a Plan Year to have his or her Base Salary and/or Bonus deferred in any amount, expressed as a percentage, less applicable tax withholding, and to have that amount credited to his or her Retirement Distribution Account or In-Service Distribution Account for such Plan Year as Deferred Compensation. Deferred Compensation shall be credited to a Participant’s Accounts on such schedule as the Plan Administrator shall determine.

4.2Matching Deferred Compensation.  There shall be credited to each Participant’s Account for each Plan Year a Matching Deferred Compensation amount equal to the total matching contribution such Participant would have received under the Company’s qualified defined contribution plan for the Plan Year without regard to the limitations imposed thereon under Sections 402(g), 415 and 417 of the Code less the actual matching contribution such Participant received under the Company’s qualified defined contribution plan for the Plan Year, or such other amount as may be established from time to time by action of the Board, provided such Participant has made the maximum elective deferrals to the Company’s qualified defined contribution plan as permitted under the terms of such plan.  Matching Deferred Compensation shall be credited to a Participant’s Retirement Distribution Account on such schedule as the Plan Administrator shall determine.

4.3Nonelective Deferred Compensation.  The Compensation Committee may in its discretion determine for any Plan Year to make an additional credit to a Participant’s Retirement Distribution Account as Nonelective Deferred Compensation, which amount may be a different amount or percentage (including no amount) for each Participant, as the Compensation Committee shall in its sole and absolute discretion determine. Nonelective Deferred Compensation shall be credited to a Participant’s Retirement Distribution Account monthly or on such other schedule as the Compensation Committee shall determine.

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4.4Election Procedures.

(a)Except as provided in paragraphs (b) and (c) below, compensation for services performed during a Plan Year may be deferred at the Participant’s election only if the election to defer such compensation is made not later than the close of the preceding Plan Year.

(b)In the case of the first year in which a Participant becomes eligible to participate in the Plan, the Participant’s election shall be valid only with respect to Base Salary, Bonus, Matching Deferred Compensation and Nonelective Deferred Compensation earned with respect to services to be performed subsequent to the date of the election which must be made within 30 days after the date the Participant becomes eligible to participate in the Plan.

(c)Each Participant shall on his or her Election Agreement with respect to each Plan Year (i) specify the percentage of Base Salary and/or the percentage of Bonus the Participant elects to defer for such Plan Year; (ii) allocate his or her deferrals between the In-Service Distribution Option and the Retirement Distribution Option in increments of ten percent, provided, however, that 100 percent of such deferrals may be allocated to one or the other of the Distribution Options; (iii) with respect to amounts allocated to the Retirement Distribution Option, for the first Plan Year in which amounts are allocated to the Retirement Distribution Option, elect whether such amounts will be paid in a single lump sum or in annual installments payable over five, ten, or fifteen years upon the Participant’s Separation from Service; and (iv) with respect to amounts allocated to the In-Service Distribution Option for the Plan Year, elect the time and manner of distribution from among the options described in Section 7.2.  Moreover, (x) at any time prior to the first Plan Year or other period in which a Participant defers compensation into his or her Retirement Distribution Account, such Participant may irrevocably specify in his or her Election Agreement that distribution of his or her Retirement Distribution Account is to be made in a lump sum on the 60th day following the date of a change in control event within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, notwithstanding any other election made hereunder, and (y) at any time prior to the first Plan Year or other period in which a Participant defers compensation into an In-Service Distribution Account, such Participant may irrevocably specify in his Election Agreement that distribution of such In-Service Distribution Account is to be made in a lump sum on the 60th day following the date of a change in control event within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, notwithstanding any other election made hereunder.

(d)A Participant can change his or her Election Agreement and an eligible Employee who is not a Participant may become a Participant, as of any January 1 by completing, signing and filing an Election Agreement with the Plan Administrator not later than the preceding December 31 (subject, however, to the provisions of paragraph (b) above in the case of a Participant who becomes newly eligible during the Plan Year). A Participant who does not complete a new Election Agreement for a Plan Year will be deemed to have elected not to have any Deferred Compensation for the Plan Year and if such Participant does not have a Retirement Distribution Account Election on file, such Participant will be deemed to have elected a single lump sum to be paid on the 60th day

6

after the date of Retirement if any Nonelective Deferral Compensation is credited to his Retirement Distribution Account for such Plan Year.  In the event any amount is credited to the Account of a Participant with respect to which no timely election concerning method of payment has been made, such amount shall be credited to the Retirement Distribution Account of such Participant and if such Participant does not have a Retirement Distribution Account election on file, such Participant will be deemed to have elected a single lump sum to be paid on the 60th day after the date of Retirement.

(e)An election of Deferred Compensation shall be irrevocable on the first day of the Plan Year (or other period) to which it relates, except that in the case of an unforeseeable emergency as defined in Article 9 or a hardship distribution within the meaning of Section 1.401(k)-1(d)(3) of the Treasury Regulations from any plan of an Employer, the election shall be cancelled for the remainder of the Plan Year.

(f)All Election Agreements shall be in a form acceptable to the Plan Administrator and shall be completed, signed, and filed with the Plan Administrator as provided herein.

4.5One Time Change in Time and Form of Payment.  Notwithstanding the method of payment elected or deemed elected by a Participant with respect to his Retirement Distribution Account or any of his In-Service Distribution Accounts in accordance with Section 4.4(c)(iii), 4.4(c)(iv) or 4.4(d), such Participant may elect to make one change to the time or form of any such payment to any other permissible payment option at any time up to 12 months before the first scheduled payment; provided, however, that (a) any such election shall not be effective for at least 12 months following the date made; and (b) to the extent required by Section 409A of the Code, as a result of any such change, payment or commencement of payment shall be delayed for 5 years from the date the first payment was scheduled to have been paid (taking into account any delay of commencement of payment under Section 6.3 on account of a Participant’s status as a Specified Employee.)

ARTICLE 5

ACCOUNTS

5.1Participant Accounts.  The Plan Administrator shall establish separate Distribution Accounts with respect to a Participant for each Distribution Option.  A Participant’s Distribution Accounts shall consist of the Retirement Distribution Account and one or more In-Service Distribution Accounts.  A Participant’s Distribution Accounts shall be maintained by the Plan Administrator in accordance with the terms of this Plan until all of the Deferred Compensation,  Matching Deferred Compensation, and Nonelective Deferred Compensation, and investment return to which a Participant is entitled has been distributed to a Participant or his or her beneficiary in accordance with the terms of the Plan. A Participant shall be fully vested in his or her Distribution Accounts at all times.

5.2Returns on Distribution Accounts.  A Participant’s Distribution Accounts shall be credited with returns in accordance with the Deemed Investment Options elected by the Participant from time to time.  Participants may allocate their Retirement Distribution Account and/or each of their In-Service Distribution Accounts among the Deemed Investment Options

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available under the Plan only in whole percentages of not less than one (1) percent.  The rate of return, positive or negative, credited under each Deemed Investment Option is based upon the actual investment performance of the corresponding investment portfolios of the Company’s qualified defined contribution plan, or such other investment fund(s) as the Compensation Committee may designate from time to time, and shall equal the total return of such investment fund net of asset based charges, including, without limitation, money management fees, fund expenses and mortality and expense risk insurance contract charges.  The Compensation Committee reserves the right, on a prospective basis, to add or delete Deemed Investment Options.

5.3Deemed Investment Options.  Except as otherwise provided pursuant to Section 5.2, the Deemed Investment Options available under the Plan shall consist of pre-determined actual investment options which correspond to certain investment portfolios of the Company’s qualified defined contribution plan, or such other investment fund(s) as the Compensation Committee may designate from time to time.

Notwithstanding that the rates of return credited to Participants’ Distribution Accounts under the Deemed Investment Options are based upon the actual performance of the corresponding portfolios of the Company’s qualified defined contribution plan, or such other investment fund(s) as the Compensation Committee may designate, the Company shall not be obligated to invest any Deferred Compensation by Participants under this Plan, or any other amounts, in such portfolios or in any other investment funds.

5.4Changes in Deemed Investment Options.  A Participant may change the Deemed Investment Options to which the Participant’s Distribution Accounts are deemed to be allocated with whatever frequency is determined by the Plan Administrator, which shall not be less than four times per Plan Year.  Each such change may include (a) reallocation of the Participant’s existing Accounts in whole percentages of not less than one (1) percent, and/or (b) change in investment allocation of amounts to be credited to the Participant’s Accounts in the future, as the Participant may elect.  Notwithstanding the provisions herein, with respect to an “executive officer” as defined in the rules promulgated under Section 16 of the Securities and Exchange Act of 1934, any change that reallocates Participant’s existing Accounts to or from the deemed Company Stock Fund or that increases or reduces the allocation to the deemed Company Stock Fund shall not become effective until the first business day of the next calendar quarter, or such other date as is determined by the Compensation Committee in its sole discretion.

5.5Valuation of Accounts.  The value of a Participant’s Distribution Accounts as of any date shall equal the amounts theretofore credited to such Accounts, including any earnings (positive or negative) deemed to be earned on such Accounts in accordance with Section 5.2 through the day preceding such date, less the amounts theretofore deducted from such Accounts.

5.6Statement of Accounts.  The Plan Administrator shall provide to each Participant, not less frequently than quarterly, a statement in such form as the Plan Administrator deems desirable setting forth the balance standing to the credit of each Participant in each of his Distribution Accounts.

5.7Distributions from Accounts.  Any distribution made to or on behalf of a Participant from one or more of his Distribution Accounts in an amount which is less than the

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entire balance of any such Account shall be made pro rata from each of the Deemed Investment Options to which such Account is then allocated.

5.8Deemed Company Stock Fund.  Notwithstanding any other provision of the Plan to the contrary, for purposes of a Participant who is an “executive officer” as defined in the rules promulgated under Section 16 of the Securities and Exchange Act of 1934 and who directs any portion of his Distribution Accounts to be credited with returns in accordance with the Deemed Investment Option consisting of the Company Stock Fund, (a) Deferred Compensation, Matching Deferred Compensation and Nonelective Deferred Compensation shall be credited to that portion of the Participant’s Distribution Accounts which are credited with returns in accordance with the Deemed Investment Option consisting of the Company Stock Fund as of the first business day of the calendar quarter, or as of such other date as is determined by the Compensation Committee in its sole discretion, on or following the date that Deferred Compensation, Matching Deferred Compensation or Nonelective Deferred Compensation would have otherwise been paid to the Participant or credited to the Participant’s Account and (b) for the period commencing on the date Deferred Compensation, Matching Deferred Compensation or Nonelective Deferred Compensation would have otherwise been paid to the Participant or credited to the Participant’s Account until such date as the Deferred Compensation, Matching Deferred Compensation or Nonelective Deferred Compensation is actually credited to that portion of the Participant’s Distribution Accounts which are credited with returns in accordance with the Deemed Investment Option consisting of the Company Stock Fund, such amounts shall be deemed to earn a rate of return equal to the monthly applicable federal rate as of the first of the month.

ARTICLE 6

DISTRIBUTIONS

6.1Retirement Distribution Option.  Subject to Section 7.1, distribution of the Participant’s Retirement Distribution Account shall commence on the later of (a) the 60th day after the Participant’s Retirement or (b) the year following the Participant’s attainment of age 65 or other elected age greater than age 55 but less than age 65, as elected by the Participant in the Election Agreement pursuant to which such Retirement Distribution Account was established.

6.2In-Service Distribution Option.  Subject to Section 7.2, the Participant’s In-Service Distribution Account for any Plan Year shall be distributed commencing on February 28 of the Plan Year elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established.  Notwithstanding the foregoing, a Participant shall not be entitled to allocate any deferrals to an In-Service Distribution Account for the two Plan Years preceding the Plan Year which includes the date on which such Account is to be distributed and such additional deferrals shall instead be allocated to the Retirement Distribution Account.

6.3Distribution Limitations.  Notwithstanding any other provision of the Plan to the contrary, the Retirement Distribution Account of a Specified Employee shall not be paid or commence to be paid until the date that is six months following the date of such Specified Employee’s Retirement or other Separation from Service.  On the date that payment is made or payments commence, the Participant shall receive payment of any amounts that would have

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otherwise been paid during the six month delay but for the application of this Section 6.3.  For purposes of this Section 6.3, Specified Employees shall be determined as of any date in accordance with the U-Store-It Trust Policy for determining Specified Employees.

ARTICLE 7

BENEFITS TO PARTICIPANTS

7.1Benefits Under the Retirement Distribution Option.  Benefits under the Retirement Distribution Option shall be paid to a Participant as follows:

(a)Benefits Upon Retirement.  In the case of a Participant whose service with the Company terminates on account of Retirement and whose Retirement Distribution Account balance, when added to his In-Service Distribution Account balance and the benefit payable from any other nonqualified deferred compensation arrangement that is required to be aggregated with the Plan under Section 1.409A-1(e) of the Treasury Regulations as of the date payment would otherwise commence exceeds $10,000, the Participant’s Retirement Distribution Account shall be distributed in one of the following methods, as elected by the Participant in writing with respect to the Plan Year in the Election Agreement:  (i) in a lump sum; (ii) in annual installments over five years; (iii) in annual installments over ten years; or (iv) in annual installments over 15 years.  Any lump-sum benefit payable in accordance with this paragraph shall be paid on the date that is 60 days after the date of Retirement or on February 28 of the Plan Year elected by the Participant in an amount equal to the value of such Retirement Distribution Account as of the date of distribution.  An initial annual installment payment shall be paid on the date that is 60 days after the date of Retirement or on February 28 of the Plan Year elected by the Participant in an amount equal to (i) the value of such Retirement Distribution Account to be so distributed as of the last business day of the Plan Year preceding the date of payment, divided by (ii) the number of annual installment payments elected by the Participant.  The remaining annual installments shall be paid on February 28 of each succeeding Plan Year in an amount equal to (i) the value of such Retirement Distribution Account as of the last business day of the immediately preceding Plan Year divided by (ii) the number of installments remaining, provided that the last installment payment shall be in an amount equal to the value of the Retirement Distribution Account on the date of such last installment payment.  A Participant may change the election regarding the manner of payment as described in Section 4.5 as permitted by Section 409A of the Code.

(b)Benefits Upon Separation from Service.  In the case of a Participant who has a Separation from Service prior to the earliest date on which the Participant is eligible for Retirement, other than on account of death, or whose Retirement Account balance when added to his In-Service Distribution Account balance and the benefit payable from any other nonqualified deferred compensation arrangement that is required to be aggregated with the Plan under Section 1.409A-1(e) of the Treasury Regulations as of the date payment would otherwise commence does not exceed $10,000, the Participant’s Retirement Distribution Account shall be distributed in a lump sum on the 60th day following the date of Separation from Service, subject to the requirements of Section 6.3.

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7.2Benefits Under the In-Service Distribution Option.  Benefits under the In-Service Distribution Option shall be paid to a Participant as follows:

(a)In-Service Distributions.  In the case of a Participant who continues in Service with the Company, the Participant’s In-Service Distribution Account for any Plan Year shall be paid as irrevocably elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established in one lump sum or in annual installments payable over 2, 3, 4, or 5 years.  Any lump-sum benefit payable in accordance with this paragraph shall be paid on February 28 of such Plan Year in an amount equal to the value of such In-Service Distribution Account on the date of payment.  The initial annual installment payment shall be paid on February 28 of such Plan Year in an amount equal to (i) the value of such In-Service Distribution Account as of the last business day of the Plan Year preceding the date of payment, divided by (ii) the number of annual installment payments elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established.  The remaining annual installments shall be paid on February 28 of each succeeding year in an amount equal to (i) the value of such In-Service Distribution Account as of the last business day of the immediately preceding Plan Year divided by (ii) the number of installments remaining, provided that the last installment payment shall be in an amount equal to the value of such In-Service Distribution Account on the date of such last installment payment.

(b)Benefits Upon Separation from Service.  In the case of a Participant who has a Separation from Service prior to the date on which the Participant’s In-Service Distribution Account would otherwise be distributed, other than on account of death, such In-Service Distribution Account shall be distributed as irrevocably elected by the Participant in the Election Agreement pursuant to which such In-Service Distribution Account was established.

ARTICLE 8
SURVIVOR BENEFITS

8.1Death of Participant Prior to the Commencement of Benefits.  In the event of a Participant’s death prior to the commencement of benefits in accordance with Article 7, benefits shall be paid to the Participant’s Beneficiary, as determined under Section 11.4, pursuant to Section 8.2 or 8.3, whichever is applicable, in lieu of any benefits otherwise payable under the Plan to or on behalf of such Participant.

8.2Survivor Benefits Under the Retirement Distribution Option.  In the case of a Participant with respect to whom the Plan Administrator has established a Retirement Distribution Account, and who dies prior to the commencement of benefits under such Retirement Distribution Account pursuant to Section 7.1, distribution of such Retirement Distribution Account shall be made in a lump sum on the first day of the second month following the Participant’s death.  The amount of any lump sum benefit payable in accordance with this Section shall equal the value of such Retirement Distribution Account as of the date on which such benefit is paid.

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8.3Survivor Benefits Under the In-Service Distribution Option.  In the case of a Participant with respect to whom the Plan Administrator has established one or more In-Service Distribution Accounts, and who dies prior to the date on which such In-Service Distribution Accounts are to be paid pursuant to Section 7.2, distribution of such In-Service Distribution Accounts shall be made in a lump sum on the first day of the second month following the Participant’s death.  The amount of any lump sum benefit payable in accordance with this Section shall equal the value of such In-Service Distribution Account as of the date on which such benefit is paid.

8.4Death of Participant After Benefits Have Commenced.  In the event a Participant dies after annual installment benefits payable under Section 7.1 or 7.2 have commenced, but before the entire balance of the applicable Distribution Account has been paid, any remaining installments shall continue to be paid to the Participant’s Beneficiary, as determined under Section 11.4, at such times and in such amounts as they would have been paid to the Participant had the Participant survived.

ARTICLE 9

EMERGENCY BENEFIT

In the event that the Plan Administrator, upon written request of a Participant, determines, in its sole discretion, that the Participant has suffered an unforeseeable emergency, the Company shall pay to the Participant from the Participant’s Distribution Account(s), within 60 days following such determination, an amount not exceeding the amount reasonably necessary to meet the emergency (which may include amounts necessary to pay any Federal, State, or local income taxes or penalties reasonably anticipated that result from the distribution), after deduction of any and all taxes as may be required pursuant to Section 11.5 (the “Emergency Benefit”).  For purposes of this Plan, an unforeseeable emergency is a severe financial hardship of the Participant arising from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Section 152(a) of the Code); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  Cash needs arising from foreseeable events such as the education expenses for children shall not be considered to be the result of an unforeseeable financial emergency.  Emergency Benefits shall be paid first from the Participant’s In-Service Distribution Accounts, if any, to the extent the balance of one or more of such In-Service Distribution Accounts is sufficient to meet the emergency, in the order in which such Accounts would otherwise be distributed to the Participant.  If the distribution exhausts the In-Service Distribution Accounts, the Retirement Distribution Account may be accessed.  With respect to that portion of any Distribution Account which is distributed to a Participant as an Emergency Benefit, in accordance with this Article, no further benefit shall be payable to the Participant under this Plan.  Notwithstanding anything in this Plan to the contrary, a Participant who receives an Emergency Benefit in any Plan Year shall not be entitled to make any further deferrals for the remainder of such Plan Year.  It is intended that the Plan Administrator’s determination as to whether a Participant has suffered an “unforeseeable emergency” shall be made consistent with the requirements under Section 409A of the Code.

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ARTICLE 10

ADMINISTRATION

10.1Plan Administrator.  The Company shall have the sole responsibility for the administration of the Plan and is designated as Plan Administrator.

10.2Appointment of Administrative Committee.  The Company may delegate its duties as Plan Administrator to an Administrative Committee.  The members of the Administrative Committee shall be selected by the Board.

10.3Powers of Plan Administrator.  The Plan Administrator shall have the full and exclusive power, discretion and authority to administer the Plan. The determinations and decisions of the Plan Administrator are final and binding on all persons. The Plan Administrator’s powers shall include but shall not be limited to, the power to:

(a)Maintain records pertaining to the Plan.

(b)Interpret the terms and provisions of the Plan, and to construe ambiguities and correct omissions.

(c)Establish procedures by which Participants may apply for benefits under the Plan and appeal a denial of benefits.

(d)Determine the rights under the Plan of any Participant applying for or receiving benefits.

(e)Administer the claims procedure provided in this Article.

(f)Perform all acts necessary to meet the reporting and disclosure obligations imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(g)Delegate specific responsibilities for the operation and administration of the Plan to such employees or agents as it deems advisable and necessary.

In the exercise of its powers, the Plan Administrator shall be entitled to rely upon all tables, valuations, certificates and reports furnished by any accountant or consultant and upon opinions given by any legal counsel in each case duly selected by the Plan Administrator.

10.4Limitation of Liability.  The Plan Administrator and the Company and all other Employers, and their respective officers and directors (including but not limited to the members of the Board), shall not be liable for any act or omission relating to their duties under the Plan, unless such act or omission is attributable to their own willful misconduct or lack of good faith.

10.5Claims Procedures.

(a)All claims under the Plan shall be directed to the attention of the Plan Administrator. Any Participant or Beneficiary whose application for benefits or other claim under the Plan has been denied, in whole or in part, shall be given written notice of

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the denial by the Plan Administrator within sixty (60) days after the receipt of the claim. The notice shall explain that the Participant or Beneficiary may request a review of the denial and the procedure for requesting review. The notice shall describe any additional information necessary to perfect the Participant’s or Beneficiary’s claim and explain why such information is necessary. If a Participant or Beneficiary does not receive a written response to a claim within sixty (60) days after receipt of the claim by the Plan Administrator, the claim will be deemed to be denied.

(b)A Participant or Beneficiary may make a written request to the Plan Administrator for a review of any denial of claims under this Plan. The request for review must be in writing and must be made within sixty (60) days after the mailing date of the notice of denial or the deemed denial. The request shall refer to the provisions of the Plan on which it is based and shall set forth the facts relied upon as justifying a reversal or modification of the determination being appealed.

(c)A Participant or Beneficiary who requests a review of denial of claims in accordance with this claims procedure may examine pertinent documents and submit pertinent issues and comments in writing. A Participant or Beneficiary may have a duly authorized representative act on his or her behalf in exercising his or her right to request a review and any other rights granted by this claims procedure. The Plan Administrator shall provide a review of the decision denying the claim within sixty (60) days after receiving the written request for review. If a Participant or Beneficiary does not receive a written response to a request for a review within the foregoing time limit, such request will be deemed to be denied. A decision by the Plan Administrator for review shall be final and binding on all persons.

ARTICLE 11
MISCELLANEOUS

11.1Unfunded Plan.

(a)The Plan shall be an unfunded plan maintained by the Company and the other Employers for the purpose of providing benefits for a select group of management or highly compensated employees. Neither the Company nor any other Employer shall be required to set aside, earmark or entrust any fund or money with which to pay their obligations under this Plan or to invest in any particular investment vehicle and may change investments of Company assets at any time.

(b)The Company may establish a Trust to hold property that may be used to pay benefits under the Plan. The Trust shall be a domestic trust maintained in the United States. The Trust shall be intended to be a grantor trust, within the meaning of Section 671 of the Code, of which the Company is the grantor, and the Plan is to be construed in accordance with that intention. Notwithstanding any other provision of this Plan, the assets of the Trust will remain the property of the Company and will be subject to the claims of creditors in the event of bankruptcy or insolvency, as provided in the Trust Agreement. No Participant or person claiming through a Participant will have any priority claim on the assets of the Trust or any security interest or other right superior to

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the rights of a general creditor of the Company or the other Employers as provided in the Trust Agreement.

(c)Subject to the following provisions of this Section 11.1(c), all benefits under this Plan shall be paid by the Participant’s Employer(s) from its general assets and/or the assets of the Trust, which assets shall, at all times, remain subject to the claims of creditors as provided in the Trust Agreement. No Employer, other than the Company as provided below, shall have any obligation to pay benefits hereunder in respect of any Participants who are not Employees or former Employees of such Employer. The obligation of each Employer hereunder in respect of any Participant shall be limited to the amounts payable to such Participant from the Account established for such Participant in respect of employment with that Employer, except that if an Employer shall fail to make or cause to be made any benefit payment hereunder when due, the Company shall promptly make such benefit payment from its general assets and/or the assets of the Trust.

(d)Neither Participants, their Beneficiaries nor their legal representatives shall have any right, other than the right of an unsecured general creditor, against the Company or any other Employer in respect of any portion of a Participant’s Account and shall have no right, title or interest, legal or equitable, in or to any asset of the Company or any other Employer or the Trust.

11.2Spendthrift Provision.  The Plan shall not in any manner be liable for or subject to the debts or liabilities of any Participant or Beneficiary. No benefit or interest under the Plan is subject to assignment, alienation, pledge or encumbrance, whether voluntary or involuntary, and any purported or attempted assignment, alienation, pledge or encumbrance of benefits shall be void and will not be recognized by the Company or any other Employer.

11.3Employment Rights.  The existence of the Plan shall not grant a Participant any legal or equitable right to continue as an Employee nor affect the right of the Company or any other Employer to discharge a Participant.

11.4Designation of Beneficiary.  Each Participant may designate a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person) to receive any payments which may be made following the Participant’s death.  Such designation may be changed or canceled at any time without the consent of any such Beneficiary.  Any such designation, change or cancellation must be made in a form approved by the Plan Administrator and shall not be effective until received by the Plan Administrator, or its designee.  If no Beneficiary has been named, or if the designated Beneficiary or Beneficiaries shall have predeceased the Participant, the Beneficiary shall be the Participant’s estate.  If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise.

11.5Withholding of Taxes.  To the extent required by applicable law, the Company or another Employer will withhold from a Participant’s compensation and/or Deferred Compensation and any payment hereunder all taxes required to be withheld for federal, state or local government purposes.

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11.6Amendment or Termination.  Subject to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, provisions of Section 11.13, the Company reserves the right to amend, modify, suspend or terminate the Plan at any time without prior notice by action of its Board; provided, however, that no such action may deprive a Participant of his rights to receive a benefit pursuant to the Plan with respect to compensation deferred prior to such action. Subject to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, an Employer may terminate its participation in the Plan at any time by action of its board of directors.

11.7No Fiduciary Relationship Created.  Nothing contained in this Plan, and no action taken pursuant to the provisions of this Plan, shall create or be deemed to create a fiduciary relationship between the Company or any other Employer or the Plan Administrator and any Participant, Beneficiary or any other person.

11.8Release.  Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan Administrator, the Company, the other Employers and any of their respective officers, directors, shareholders, employees or agents.

11.9No Warranty or Representation.  Neither the Company nor any other Employer makes any warranty or representation regarding the effect of deferrals made or benefits paid under this Plan for any purpose.

11.10Construction.  Words used in the masculine shall apply to the feminine where applicable; and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

11.11Governing Law.  To the extent that Ohio law is not preempted by ERISA, the provisions of the Plan shall be governed by the laws of the State of Ohio.

11.12Counterparts.  This Plan may be signed in any one or more counterparts each of which together shall constitute one instrument.

11.13American Jobs Creation Act of 2004.  The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto.  Notwithstanding any provision of the Plan or any Election Agreement to the contrary, no otherwise permissible election or distribution shall be made or given effect under the Plan that would result in taxation of any amount under Section 409A of the Code.

11.14Transition Elections.  Notwithstanding any other elections made hereunder and only to the extent permitted by the Company and transition rules issued under Section 409A of the Code, through such dates as specified by the Company pursuant to transitional guidance issued under Section 409A of the Code, Participants have been permitted to make one or more elections as to the time and form of payment of their In-Service Distribution Accounts and Retirement Distribution Accounts under the Plan, provided that (a) any such elections made during 2006 were only available for amounts that were payable after the 2006 calendar year and

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could not accelerate any payments into the 2006 calendar year, (b) any such elections made during 2007 were only available for amounts that were payable after the 2007 calendar year and could not accelerate any payments into the 2007 calendar year, and (c) any such elections made during 2008 were only available for amounts that were payable after the 2008 calendar year and could not accelerate any payments into the 2008 calendar year.

11.15Permissible Accelerations.  Notwithstanding any other provision of the Plan to the contrary, in accordance with Section 1.409A-3(j)(4) of the Treasury Regulations, the Company may, in its sole discretion, cause payments to or on behalf of a Participant to be accelerated (i) to the extent necessary to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of the Code, (ii) to the extent necessary for any Federal officer or employee in the executive branch to comply with an ethics agreement with the Federal government, (iii) to the extent reasonably necessary to avoid the violation of an applicable Federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant or Beneficiary to participate in activities in the normal course of his or her position in which a Participant or Beneficiary would otherwise not be able to participate under an applicable rule); (iv) to pay FICA taxes on any amounts deferred under the Plan and any state, local or foreign income tax withholding related to such FICA tax, (v) at any time the Plan fails to meet the requirements of Section 409A of the Code and the Treasury Regulations thereunder; provided however that the amount of the accelerated payment may not exceed the amount required to be included as a result of the failure to comply with Section 409A of the Code and the Treasury Regulations thereunder; (vi) where the acceleration of the payment is made pursuant to a termination and liquidation of the Plan in accordance with Section 1.409A-3(j)(4)(ix) of the Treasury Regulations; (vii) to reflect payment of state, local or foreign tax obligations arising from participation in the Plan that apply to the amount deferred under the Plan before the amount is paid or made available to the Participant or Beneficiary; provided such payment may not exceed the amount of such taxes due as a result of participation in the Plan; (viii) as satisfaction of a debt of the Participant or Beneficiary to the Company in accordance with Section 1.409A-3(j)(4)(xiii) of the Treasury Regulations and (ix) where such payment occurs as a part of a settlement between the Participant or the Beneficiary and the Company of an arm’s length, bona fide dispute as to the Participant’s or Beneficiary’s right to the deferred amount.

IN WITNESS WHEREOF, U-Store-It Trust,  has executed this Amended and Restated Plan on the            day of December, 2008.

U-STORE-IT TRUST
By:	/s/ Christopher P. Marr
Name:			Christopher P. Marr
Title:		President and Chief Investment Officer

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EX-10.83

Exhibit 10.83

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of February 26, 2009, by and among U-Store-It Trust, a Maryland real estate investment trust (the “Company”), U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Indemnitors”), and Jeffrey P. Foster (the “Indemnitee”).

WHEREAS, the Indemnitee is an officer or a member of the Board of Trustees of the Company and in such capacity is performing a valuable service for the Company and the Operating Partnership;

WHEREAS, Maryland law permits the Company to enter into contracts with its officers or members of its Board of Trustees with respect to indemnification of, and advancement of expenses to, such persons;

WHEREAS, the Declaration of Trust of the Company (the “Declaration of Trust”) authorizes the Company to indemnify and advance expenses to its officers and trustees to the maximum extent permitted by Maryland law in effect from time to time;

WHEREAS, the Bylaws of the Company (the “Bylaws”) provide that each officer and trustee of the Company shall be indemnified by the Company to the maximum extent permitted by Maryland law in effect from time to time and shall be entitled to advancement of expenses consistent with Maryland law;

WHEREAS, the Company is the general partner of, and conducts substantially all of its business through, the Operating Partnership;

WHEREAS, the Second Amended and Restated Partnership Agreement of the Operating Partnership (the “Partnership Agreement”) provides for indemnification and advancement of expenses to the Company and its officers and trustees consistent with the applicable provisions of Maryland law, subject to the same limitations on indemnity and advancement of expenses that apply under Maryland law to indemnity and advancement of expenses by the Company of its officers and trustees; and

WHEREAS, to induce the Indemnitee to provide services to the Company as an officer or a member of the Board of Trustees, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Declaration of Trust, the Bylaws or the Partnership Agreement, or any acquisition transaction relating to the Company, the Indemnitors desire to provide the Indemnitee with protection against personal liability as set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Indemnitors and the Indemnitee hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement:

(A)  “Change in Control” shall mean

i.the dissolution or liquidation of the Company;

ii.the merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity or immediately following which the persons or entities who were beneficial owners (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of voting securities of the Company immediately prior thereto cease to beneficially own more than fifty percent (50%) of the voting

securities of the surviving entity immediately thereafter;

iii.a sale of all or substantially all of the assets of the Company to another person or entity other than an affiliate of the Company;

iv.any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) that results in any person or entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than persons who are shareholders or affiliates immediately prior to the transaction) owning thirty percent (30%) or more of the combined voting power of all classes of shares of the Company; or

v.     individuals who, as of the date hereof, constitute the Board of Trustees (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Trustees; provided, however, that any individual becoming a trustee subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board of Trustees.

(B)“Corporate Status” describes the status of a person who is or was a trustee or officer of the Company (or of any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the predecessor’s interest ceased upon consummation of the transaction) or is or was serving at the request of the Company (or any such predecessor entity) as a director, officer, partner (limited or general), member, trustee, employee or agent of any other foreign or domestic corporation, partnership, joint venture, limited liability company, trust, other enterprise (whether conducted for profit or not for profit) or employee benefit plan. The Company (and any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the predecessor’s existence ceased upon consummation of the transaction) shall be deemed to have requested the Indemnitee to serve an employee benefit plan where the performance of the Indemnitee’s duties to the Company (or any such predecessor entity) also imposes or imposed duties on, or otherwise involves or involved services by, the Indemnitee to the plan or participants or beneficiaries of the plan.

(C)“Expenses” shall include all attorneys’ and paralegals’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(D)“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rights under this Agreement.

(E)“Special Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitors or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

2. INDEMNIFICATION

The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under applicable law, the Declaration of Trust, the Bylaws, the Partnership Agreement, any other agreement, a vote of shareholders or resolution of the Board of Trustees or otherwise if, by reason of such Indemnitee’s

Corporate Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding, including a Proceeding by or in the right of the Company or the Operating Partnership. Unless prohibited by paragraph 13 hereof and subject to the other provisions of this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum extent provided by Maryland law in effect from time to time, against judgments, penalties, fines, and settlements and reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that if such Proceeding was one by or in the right of the Company or the Operating Partnership, indemnification may not be made in respect of such Proceeding if the Indemnitee shall have been adjudged to be liable to the Company or the Operating Partnership. For purposes of this paragraph 2, excise taxes assessed on the Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.

3. EXPENSES OF A SUCCESSFUL PARTY

Without limiting the effect of any other provision of this Agreement and without regard to the provisions of paragraph 6 hereof, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding pursuant to a final non-appealable order, such Indemnitee shall be indemnified against all reasonable Expenses actually incurred by such Indemnitee in connection therewith. If the Indemnitee is not wholly successful in such Proceeding pursuant to a final non-appealable order but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding pursuant to a final non-appealable order, the Indemnitors shall indemnify the Indemnitee against all reasonable Expenses actually incurred by such Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this paragraph and without limitation, the termination of any claim, issue or matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

4. ADVANCEMENT OF EXPENSES

The Indemnitors shall advance all reasonable Expenses incurred by the Indemnitee in connection with any Proceeding within 20 days after the receipt by the Indemnitors of a statement from the Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred or to be incurred by the Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitors as authorized by this Agreement has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amounts advanced if it should ultimately be determined that the standard of conduct has not been met. The undertaking required by clause (ii) of the immediately preceding sentence shall be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to financial ability to make the repayment.

5. WITNESS EXPENSES

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness for any reason in any Proceeding to which such Indemnitee is not a named defendant or respondent, such Indemnitee shall be indemnified by the Indemnitors against all Expenses actually incurred by or on behalf of such Indemnitee in connection therewith.

6. DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION

(A)To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitors a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

(B)Indemnification under this Agreement may not be made unless authorized for a specific Proceeding after a determination has been made in accordance with this Section 6(B) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the following standard of conduct: the Indemnitors shall indemnify the Indemnitee in accordance with the provisions of paragraph 2 hereof, unless it is established that: (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Upon receipt by the Indemnitors of the Indemnitee’s written request for indemnification pursuant to subparagraph 6(A), a determination as to whether the applicable standard of conduct has been met shall be made within the period specified in paragraph 6(E): (i) if a Change in Control shall have occurred, by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Indemnitee (unless the Indemnitee shall request that such determination be made by the person or persons and in the manner provided in clause (ii) of this paragraph 6(B), in which event the provisions of such clause (ii) shall apply) (If the Indemnitee selects Special Legal Counsel to make the determination under this clause (i), the Indemnitee shall give prompt written notice to the Indemnitors advising them of the identity of the Special Legal Counsel so selected); or (ii) if a Change in Control shall not have occurred, (A) by the Board of Trustees by a majority vote of a quorum consisting of trustees not, at the time, parties to the Proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board of Trustees consisting solely of two or more trustees not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board of Trustees in which the designated trustees who are parties may participate, (B) by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Board of Trustees or a committee of the Board of Trustees by vote as set forth in subparagraph (ii)(A) of this paragraph 6(B), or, if the requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee cannot be established, by a majority of the full Board of Trustees in which trustees who are parties to the Proceeding may participate (If the Indemnitors select Special Legal Counsel to make the determination under this clause (ii), the Indemnitors shall give prompt written notice to the Indemnitee advising him or her of the identity of the Special Legal Counsel so selected) or (C) by the shareholders of the Company. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 10 days after such determination. Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination that indemnification is permissible is made by Special Legal Counsel under clause (B) above, authorization of indemnification and determination as to reasonableness of Expenses shall be made in the manner specified under clause (B) above for the selection of such Special Legal Counsel.

(C)The Indemnitee shall cooperate with the person or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitors (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Indemnitors hereby indemnify and agree to hold the Indemnitee’s harmless therefrom.

(D)In the event the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) hereof, the Indemnitee, or the Indemnitors, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Indemnitors or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Special Legal Counsel so selected does not

meet the requirements of “Special Legal Counsel” as defined in paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so selected may not serve as Special Legal Counsel until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Special Legal Counsel shall have been selected or, if selected, shall have been objected to, either the Indemnitors or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Indemnitors or the Indemnitee to the other’s selection of Special Legal Counsel and/or for the appointment as Special Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Special Legal Counsel under paragraph 6(B) hereof. The Indemnitors shall pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Special Legal Counsel pursuant to this paragraph 6(D). In the event that a determination of entitlement to indemnification is to be made by Special Legal Counsel and such determination shall not have been made and delivered in a written opinion within ninety (90) days after the receipt by the Indemnitors of the Indemnitee’s request in accordance with paragraph 6(A), upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in such capacity.

(E)If the person or entity making the determination whether the Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Indemnitors of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or entity making said determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 6(E) shall not apply: (i) if the determination of entitlement to indemnification is to be made by the shareholders and if within 15 days after receipt by the Indemnitors of the request for such determination the Board of Trustees resolves to submit such determination to the shareholders for consideration at an annual or special meeting thereof to be held within 75 days after such receipt and such determination is made at such meeting, or (ii) if the determination of entitlement to indemnification is to be made by Special Legal Counsel pursuant to paragraph 6(B) of this Agreement.

7. PRESUMPTIONS

(A)In making a determination with respect to entitlement or authorization of indemnification hereunder, the person or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Indemnitors shall have the burden of proof to overcome such presumption.

(B)The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

8. REMEDIES

(A)In the event that: (i) a determination is made in accordance with the provisions of paragraph 6 that the Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall be entitled to an

adjudication in an appropriate court of competent jurisdiction of such Indemnitee’s entitlement to such indemnification or advancement of Expenses.

(B)In the event that a determination shall have been made pursuant to paragraph 6 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this paragraph 8 shall be conducted in all respects as a de novo trial on the merits. The fact that a determination had been made earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not entitled to indemnification shall not be taken into account in any judicial proceeding commenced pursuant to this paragraph 8 and the Indemnitee shall not be prejudiced in any way by reason of that adverse determination. In any judicial proceeding commenced pursuant to this paragraph 8, the Indemnitors shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(C)If a determination shall have been made or deemed to have been made pursuant to this Agreement that the Indemnitee is entitled to indemnification, the Indemnitors shall be bound by such determination in any judicial proceeding commenced pursuant to this paragraph 8, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(D)The Indemnitors shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Indemnitors are bound by all the provisions of this Agreement.

(E)In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful on the merits or otherwise as to all or less than all claims, issues or matters in such judicial adjudication, the Indemnitee shall be entitled to recover from the Indemnitors, and shall be indemnified by the Indemnitors against, any and all reasonable Expenses actually incurred by such Indemnitee in connection with each successfully resolved claim, issue or matter.

9. NOTIFICATION AND DEFENSE OF CLAIMS

The Indemnitee agrees promptly to notify the Indemnitors in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitors will not relieve the Indemnitors from any liability that the Indemnitors may have to Indemnitee under this Agreement unless the Indemnitors are materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitors of the commencement thereof:

(A)The Indemnitors will be entitled to participate therein at their own expense.

(B)Except as otherwise provided below, the Indemnitors will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitors to Indemnitee of the Indemnitors’ election so to assume the defense thereof, the Indemnitors will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitors of the Indemnitors’ assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment by counsel by Indemnitee has been authorized by the Indemnitors, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitors and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitors could not provide

monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitors. The Indemnitors shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitors, or as to which Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against Indemnitee of the type referred to in clause (c) above.

(C)The Indemnitors shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitors’ written consent. The Indemnitors shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Indemnitors nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

10. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

(A)The rights of indemnification and to receive advancement of reasonable Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Declaration of Trust, the Bylaws, the Operating Partnership’s Partnership Agreement, any other agreement, a vote of shareholders, a resolution of the Board of Trustees or otherwise, except that any payments otherwise required to be made by the Indemnitors hereunder shall be offset by any and all amounts received by the Indemnitee from any other indemnitor or under one or more liability insurance policies maintained by an indemnitor or otherwise and shall not be duplicative of any other payments received by an Indemnitee from the Indemnitors in respect of the matter giving rise to the indemnity hereunder. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee as a member of the Board of Trustees prior to such amendment, alteration or repeal.

(B)To the extent that the Company maintains an insurance policy or policies providing liability insurance for trustees and officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available and upon any “Change in Control” the Company shall use commercially reasonable efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at such time.

(C)In the event of any payment under this Agreement, the Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitors to bring suit to enforce such rights.

(D)The Indemnitors shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.

11. CONTINUATION OF INDEMNITY

(A)All agreements and obligations of the Indemnitors contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of Trustees of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. This Agreement shall be binding upon the Indemnitors and their respective successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

(B)The Company and the Operating Partnership shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company or the Operating Partnership, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to

perform this Agreement in the same manner and to the same extent that the Company and the Operating Partnership would be required to perform if no such succession had taken place.

12. SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal, or unenforceable.

13. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to any Proceeding initiated by such Indemnitee against the Indemnitors other than a proceeding commenced pursuant to paragraph 8.

14. NOTICE TO THE COMPANY SHAREHOLDERS

Any indemnification of, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the shareholders of the Company with the notice of the next Company shareholders’ meeting or prior to the meeting.

15. PAYMENT BY THE OPERATING PARTNERSHIP OF AMOUNTS REQUIRED TO BE PAID OR ADVANCED BY THE COMPANY

The obligations of the Company and the Operating Partnership under this Agreement shall be joint and several. The Operating Partnership shall promptly pay upon demand by the Company or the Indemnitee all amounts the Company is required to pay or advance hereunder.

16. HEADINGS

The headings of the paragraph of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

17. MODIFICATION AND WAIVER

No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

18. NOTICES

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

If to the Indemnitee, to the address set forth in the records of the Company.

If to the Indemnitors, to:

U-Store-It Trust

U-Store-It, L.P.

460 E. Swedesford Road, Suite 3000

Wayne, PA 19087

Attention:

Fax No.: 610/

with a copy (which shall not constitute notice) to:

U-Store-It Trust

460 E. Swedesford Road, Suite 3000

Wayne, PA 19087

Attention:

Fax No.: 610/

or to such other address as may have been furnished to the Indemnitee by the Indemnitors or to the Indemnitors by the Indemnitee, as the case may be.

19. GOVERNING LAW

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without application of the conflict of laws principles thereof.

20. NO ASSIGNMENTS

The Indemnitee may not assign its rights or delegate obligations under this Agreement without the prior written consent of the Indemnitors. Any assignment or delegation in violation of this Section 20 shall be null and void.

21. NO THIRD PARTY RIGHTS

Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.

22. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute an agreement binding on all of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

U-STORE-IT TRUST
By:	/s/ Christopher P. Marr
Name: Christopher P. Marr
Title: President and Chief Investment Officer
U-STORE-IT, L.P.
By: U-Store-It Trust, by its general partner
By:	/s/ Christopher P. Marr
Name: Christopher P. Marr
Title: President and Chief Investment Officer
INDEMNITEE:
By:	/s/ Jeffrey P. Foster
Name: Jeffrey P. Foster
Title: Senior Vice President and Chief Legal Officer

EX-10.84

Exhibit 10.84

February 10, 2009

Ms. Kathleen A. Weigand

1463 Reserve Drive

Akron, Ohio 44333

Re: SEVERANCE AND GENERAL RELEASE AGREEMENT

This agreement made and entered into between U-Store-It Trust (the “Company”) and Kathleen A. Weigand (the “Executive”);

WHEREAS, the Executive has been employed by the Company pursuant to that Amended and Restated Executive Employment Agreement dated April 20, 2007  (as amended in December 2008, the “Employment Agreement”);

WHEREAS, the Executive’s employment with the Company has been terminated, effective December 31, 2008, upon non-renewal of the employment term pursuant to Section 1 of the Employment Agreement;

WHEREAS, Section 5.5 of the Employment Agreement sets forth the payment and post-termination benefits to which the Executive is entitled upon non-renewal of the employment term of the Employment Agreement (hereinafter “Post Termination Benefits”) and which are summarized in Exhibit A, Subparagraph I;

WHEREAS, the Company and Executive have agreed that Exhibit A attached hereto and made a part hereof sets forth in full the 2008 year-end bonus, fringe benefits and the post-termination benefits which the Company has expressed its willingness to provide to the Executive and which the Executive has expressed her willingness to accept, in connection with the termination of the Executive’s employment (all of such payments and post-termination benefits being referred to collectively as the “Termination and Other Benefits”), upon the terms set forth herein (and in full satisfaction of any and all obligations of the Company under, or entitlement of the Executive under, the Employment Agreement);

WHEREAS, the Executive has agreed to accept the Termination and Other Benefits upon the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.The recitals set forth above are true and accurate.

2.As a material inducement to Executive to enter into this Agreement, the Company will wire transfer to the Executive the Post Termination Benefits that have not been paid on or prior to one (1) day after the expiration of the seven-day period referred to in the final paragraph of this Agreement (provided that Executive has not revoked this Agreement as provided in such paragraph), subject to all applicable withholding.  The Executive acknowledges that she is not entitled to receive the Post Termination Benefits unless she executes and does not revoke this Severance and General Release Agreement (the “Agreement”). Executive acknowledges that the Company has paid a portion of the Termination and Other Benefits on or prior to the date hereof, as identified on Exhibit A.

3.This Agreement is not and shall not be construed as an admission by the Executive of any fact or conclusion of law.  Likewise, this Agreement is not and shall not be construed as an admission by Company of any fact or conclusion of law.  Without limiting the general nature of the previous sentences, this Agreement shall not be construed as an admission that the Executive, or the Company, or any of the Company’s officers, directors, managers, agents, or employees have violated any law or regulation or have violated any contract, express or implied.

4.The Executive represents and warrants that she has no personal knowledge of any practices engaged in by the Company that is or was a violation of any applicable state law or regulations or of any federal law or regulations.  To the extent that the Executive has knowledge of any such practices, the Executive represents and warrants that the Executive already has notified the Company in writing of such alleged practices.

5.The Executive represents and warrants that she has not filed any other complaint(s) or charge(s) against the Company with the EEOC or the state commission empowered to investigate claims of employment discrimination or with any other local, state or federal agency or court, and that if any such agency or court assumes jurisdiction of any complaint(s) or charge(s) against the Company on behalf of the Executive, the Executive will request such agency or court to withdraw from the matter, and the Executive will refuse any benefits derived therefrom.  This Agreement will not affect the Executive’s right to hereafter file a charge with or otherwise participate in an investigation or proceeding conducted by the EEOC regarding matters which arose after the date of this Agreement and which are not the subject of this Agreement.

6.The Executive hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, parent companies, and related entities, and each of the Company and its affiliates’ successors, assigns, agents, directors, officers, employees, representatives, and attorneys, and all persons acting by, through, under or in concert with any of them (collectively “Released Parties”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claims”), which the Executive now has, or claims to have, or which the Executive at any time heretofore had, or claimed to have, against each or any of the Released Parties.  The definition of Claims also specifically encompasses all claims of under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, as well as all claims under state law provided under other applicable state law or local ordinance concerning the Executive’s employment.  This Agreement further specifically encompasses all claims related to compensation, benefits, incentive packages, or any other form of compensation the Executive may or may not have received during her employment. This paragraph will not affect the Executive’s ability to file a claim of discrimination with the Equal Employment Opportunity Commission (or applicable state or local agency), or participate in any such investigation, but will preclude the Executive from obtaining any personal relief in any such proceeding.

7.The Executive agrees that she forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that she presently has or might in the future have with the Company and its successors and assigns.  The Executive agrees that she will not seek employment with the Company and its successors and assigns in the future.

8.If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect.  If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.  No waiver of any terms of conditions of this Agreement or any part of the Agreement shall be deemed a waiver of any other terms and conditions of this Agreement or with any later breach of this Agreement.

9.The Executive agrees to indemnify and hold each and all of the Released Parties harmless from and against any and all loss, costs, damage, or expense, including, without limitation, attorneys fees, incurred by the Released Parties, or any of them, arising out of the Executive’s breach of this Agreement or the fact that any representation made by her herein was false when made.

10.In the event of any breach of this Agreement or Section 6 of the Employment Agreement by the Executive, the Company shall be entitled to immediately cease payment of the Post Termination Benefits in addition to any other remedy it may have.  Both parties understand and agree that should either of them breach any material term of this Agreement, the non-breaching party can institute an action to enforce the terms of this Agreement.  If legal action is commenced to enforce any provision of this Agreement, the substantially

prevailing party in such action shall be entitled to recover its attorneys’ fees and expenses through any and all trial courts or appellate courts, in addition to any other relief that may be granted.

11.The Executive represents that she has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim or any portion thereof or interest therein.

12.The Executive represents and acknowledges that in executing this Agreement she does not rely and has not relied upon any other representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives or attorneys, except as set forth herein, with regard to the subject matter, basis or effect of this Agreement.

13.The Executive further agrees that she will not disparage the Company, its business, its employees, officers or agents, or any of the Company’s affiliates or related entities in any manner harmful to their business or business reputation.  The Executive and the Company agree to keep the matters contained herein confidential.  The Executive will not discuss this agreement with any current or former employee(s) of the Company.  This clause shall not prevent the Executive from communicating confidentially with her attorney(s) or immediate family members, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.  Likewise, the Company agrees not to disparage the Executive or otherwise make any negative statement about the Executive, in writing, orally, or otherwise, in connection with the matters or claims released herein and expressly including, but not limited to, matters related to the Executive’s employment with the Company.  This clause shall not prevent the Company from communicating confidentially with its attorney(s), officers, or directors of the corporation, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.

14.This Agreement shall be binding upon the Company, the Executive and their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executor, successors and assigns.

15.All terms not defined herein shall have the meanings set forth in the Employment Agreement.

16.This Agreement shall in all respects be interpreted, enforced and governed under the laws of the State of Ohio.

17.This Agreement sets forth the entire agreement between the parties hereto.  Any modification, amendment or change to this Agreement must be made in writing and signed by both parties.

The Executive acknowledges that she has been advised to consult with an attorney prior to executing this Agreement.  The Executive acknowledges that the Executive has been given a period of up to twenty-one (21) days within which to consider this Agreement.  The Executive further acknowledges that this Agreement may be revoked by the Executive at any time during the seven (7) day period beginning on the date that the Executive has signed this Agreement by providing written notice of revocation to Christopher P. Marr,  President, U-Store-It Trust, 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087.  This Agreement shall not become effective if the Executive revokes the Agreement during this 7-day period and will not become effective otherwise until after expiration of the 7-day period.  The Executive shall not be entitled to receive any Termination and Other Benefits under this Agreement or otherwise (other than those paid on or prior to the date hereof) until the expiration of the revocation period.

	/s/ Kathleen A. Weigand
Date	Executive
	U-Store-It Trust
	By:	/s/ Christopher P. Marr
Date	Title:		President and Chief Investment Officer

Kathleen A. Weigand

Exhibit A

Per Section 5.5 of the Amended and Restated Executive Employment Agreement
Section 5.5 (1)(i) - 1 times Salary	$	330,000
Section 5.5 (1)(ii) - Average of two previous Annual Bonuses	96,252
Section 5.5 (1)(ii) - Average of two previous Long-Term Bonuses	390,439
Subtotal - Severance	816,691
Additional Benefits
2008 FFO Bonus - 200% of Target	300,300
2008 Personal Bonus - 100% of Target	64,350
Accrued Vacation	25,385
Subtotal	390,035
Additional Discretionary Amount	93,037
Total Payment	$	1,299,763

EX-10.85

Exhibit 10.85

December 31, 2008

Mr. Stephen R. Nichols

1506 Pearl Avenue

Crofton, Maryland  21114

Re: SEVERANCE AND GENERAL RELEASE AGREEMENT

This agreement made and entered into between U-Store-It Trust (the “Company”) and Stephen R. Nichols (the “Executive”);

WHEREAS, the Executive has been employed by the Company pursuant to that Amended and Restated Executive Employment Agreement dated April 20, 2007  (the “Employment Agreement”);

WHEREAS, the Executive’s employment with the Company has been terminated, effective December 31, 2008, upon non-renewal of the employment term pursuant to Section 1 of the Employment Agreement;

WHEREAS, Section 5.5 of the Employment Agreement sets forth the payment and post-termination benefits to which the Executive is entitled upon non-renewal of the employment term of the Employment Agreement;

WHEREAS, the Company and Executive have agreed that Exhibit A attached hereto and made a part hereof sets forth in full the payment and post-termination benefits which the Company has expressed its willingness to provide to the Executive and which the Executive has expressed his willingness to accept, in connection with the termination of the Executive’s employment (all of such payment and post-termination benefits being referred to collectively as the “Termination Benefits”), upon the terms set forth herein (and in full satisfaction of any and all obligations of the Company under, or entitlement of the Executive under, the Employment Agreement);

WHEREAS, the Executive has agreed to accept the Termination Benefits upon the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.The recitals set forth above are true and accurate.

2.As a material inducement to Executive to enter into this Agreement, the Company will provide the Executive with the Termination Benefits within 30 days after the date hereof, to be paid in the form of regular payroll checks and from which the Company will make all applicable withholding.  The Executive acknowledges that he is not entitled to receive the Termination Benefits unless he executes and does not revoke this Severance and General Release Agreement (the “Agreement”).

3.This Agreement is not and shall not be construed as an admission by the Executive of any fact or conclusion of law.  Likewise, this Agreement is not and shall not be construed as an admission by Company of any fact or conclusion of law.  Without limiting the general nature of the previous sentences, this Agreement shall not be construed as an admission that the Executive, or the Company, or any of the Company’s officers, directors, managers, agents, or employees have violated any law or regulation or have violated any contract, express or implied.

4.The Executive represents and warrants that he has no personal knowledge of any practices engaged in by the Company that is or was a violation of any applicable state law or regulations or of any federal law or regulations.  To the extent that the Executive has knowledge of any such practices, the Executive represents and warrants that the Executive already has notified the Company in writing of such alleged practices.

5.The Executive represents and warrants that he has not filed any other complaint(s) or charge(s) against the Company with the EEOC or the state commission empowered to investigate claims of employment discrimination or with any other local, state or federal agency or court, and that if any such agency or court assumes jurisdiction of any complaint(s) or charge(s) against the Company on behalf of the Executive, the Executive will request such agency or court to withdraw from the matter, and the Executive will refuse any benefits derived therefrom.  This Agreement will not affect the Executive’s right to hereafter file a charge with or otherwise participate in an investigation or proceeding conducted by the EEOC regarding matters which arose after the date of this Agreement and which are not the subject of this Agreement.

6.The Executive hereby irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, parent companies, and related entities, and each of the Company and its affiliates’ successors, assigns, agents, directors, officers, employees, representatives, and attorneys, and all persons acting by, through, under or in concert with any of them (collectively “Released Parties”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown (“Claims”), which the Executive now has, or claims to have, or which the Executive at any time heretofore had, or claimed to have, against each or any of the Released Parties.  The definition of Claims also specifically encompasses all claims of under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, as well as all claims under state law provided under other applicable state law or local ordinance concerning the Executive’s employment.  This Agreement further specifically encompasses all claims related to compensation, benefits, incentive packages, or any other form of compensation the Executive may or may not have received during his employment. This paragraph will not affect the Executive’s ability to file a claim of discrimination with the Equal Employment Opportunity Commission (or applicable state or local agency), or participate in any such investigation, but will preclude the Executive from obtaining any personal relief in any such proceeding.

7.The Executive agrees that he forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that he presently has or might in the future have with the Company and its successors and assigns.  The Executive agrees that he will not seek employment with the Company and its successors and assigns in the future.

8.If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect.  If any provision is held to be invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.  No waiver of any terms of conditions of this Agreement or any part of the Agreement shall be deemed a waiver of any other terms and conditions of this Agreement or with any later breach of this Agreement.

9.The Executive agrees to indemnify and hold each and all of the Released Parties harmless from and against any and all loss, costs, damage, or expense, including, without limitation, attorneys fees, incurred by the Released Parties, or any of them, arising out of the Executive’s breach of this Agreement or the fact that any representation made by him herein was false when made.

10.The obligations of Executive under Section 1 of the Noncompetition Agreement dated as of July 10, 2006 between Executive and the Company shall terminate at the time that Executive becomes entitled to receive the Termination Benefits pursuant to paragraph 2 above (but the obligations of Executive under the remaining sections of the Noncompetition Agreement shall continue in full force and effect). Subject to the preceding sentence, in the event of any breach of this Agreement or the Noncompetition Agreement or Section 6 of the Employment Agreement by the Executive, the Company shall be entitled to immediately cease payment of the Termination Benefits in addition to any other remedy it may have.  Both parties understand and agree that should either of them breach any material term of this Agreement, the non-breaching party can institute an action to enforce the terms of this Agreement.  If legal action is commenced to enforce any provision of this Agreement, the substantially prevailing party in such action

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shall be entitled to recover its attorneys’ fees and expenses through any and all trial courts or appellate courts, in addition to any other relief that may be granted.

11.The Executive represents that he has not heretofore assigned or transferred, or purported to assign or transfer to any person or entity, any Claim or any portion thereof or interest therein.

12.The Executive represents and acknowledges that in executing this Agreement he does not rely and has not relied upon any other representation or statement made by any of the Released Parties or by any of the Released Parties’ agents, representatives or attorneys, except as set forth herein, with regard to the subject matter, basis or effect of this Agreement.

13.The Executive further agrees that he will not disparage the Company, its business, its employees, officers or agents, or any of the Company’s affiliates or related entities in any manner harmful to their business or business reputation.  The Executive and the Company agree to keep the matters contained herein confidential.  The Executive will not discuss this agreement with any current or former employee(s) of the Company.  This clause shall not prevent the Executive from communicating confidentially with his attorney(s) or immediate family members, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.  Likewise, the Company agrees not to disparage the Executive or otherwise make any negative statement about the Executive, in writing, orally, or otherwise, in connection with the matters or claims released herein and expressly including, but not limited to, matters related to the Executive’s employment with the Company.  This clause shall not prevent the Company from communicating confidentially with its attorney(s), officers, or directors of the corporation, or to the extent required by public disclosure laws or as required by laws, regulations, or a final and binding court order or other compulsory process.

14.This Agreement shall be binding upon the Company, the Executive and their respective heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executor, successors and assigns.

15.All terms not defined herein shall have the meanings set forth in the Employment Agreement.

16.This Agreement shall in all respects be interpreted, enforced and governed under the laws of the State of Ohio.

17.This Agreement sets forth the entire agreement between the parties hereto.  Any modification, amendment or change to this Agreement must be made in writing and signed by both parties.

The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement.  The Executive acknowledges that the Executive has been given a period of up to twenty-one (21) days within which to consider this Agreement.  The Executive further acknowledges that this Agreement may be revoked by the Executive at any time during the seven (7) day period beginning on the date that the Executive has signed this Agreement by providing written notice of revocation to Christopher P. Marr,  Chief Financial Officer, U-Store-It Trust, 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087.  This Agreement shall not become effective if the Executive revokes the Agreement during this 7-day period and will not become effective otherwise until after expiration of the 7-day period.  The Executive shall not be entitled to receive any Termination Benefits under this Agreement or otherwise until the expiration of the revocation period.

	/s/ Stephen R. Nichols
Date	Executive
	U-Store-It Trust
	By:	/s/ Christopher P. Marr
Date	Title:		President and Chief Investment Officer

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Stephen Nichols

Exhibit A

Per Section 5.5 of the Amended and Restated Executive Employment Agreement
Section 5.5 (1)(i) - 1 times Salary	$	275,000
Section 5.5 (1)(ii) - Average of two previous Annual Bonuses	68,083
Section 5.5 (1)(ii) - Average of two previous Long-Term Bonuses	390,439
Subtotal	733,522
Additional Benefits
2008 FFO Bonus - 200% of Target	211,750
2008 Personal Bonus - 100% of Target	45,375
Accrued Vacation	21,154
Subtotal	278,279
Total Severance	$	1,011,801

EX-21.1

Exhibit 21.1

Subsidiary	Jurisdiction of Organization
U-Store-It, L.P.	Delaware
Acquiport/Amsdell III, LLC	Delaware
Acquiport/Amsdell IV, LLC	Delaware
Acquiport/Amsdell VI, LLC	Delaware
Lantana Property Owner’s Association, Inc.	Florida
U-Store-It Development LLC	Delaware
U-Store-It Mini Warehouse Co.	Ohio
U-Store-It Trust Luxembourg S.ar.l.	Luxembourg
USI II, LLC	Delaware
USI Overseas Development Holding L.P.	Delaware
USI Overseas Development LLC	Delaware
USIFB LP	London
USIFB LLP	London
YASKY LLC	Delaware
YSI I LLC	Delaware
YSI II LLC	Delaware
YSI III LLC	Delaware
YSI IV LLC	Delaware
YSI IX GP LLC	Delaware
YSI IX LP	Delaware
YSI IX LP LLC	Delaware
YSI Management LLC	Delaware
YSI RT LLC	Delaware
YSI V LLC	Delaware
YSI VI LLC	Delaware
YSI VII GP LLC	Delaware
YSI VII LP	Delaware
YSI VII LP LLC	Delaware
YSI VIII GP LLC	Delaware
YSI VIII LP	Delaware
YSI VIII LP LLC	Delaware
YSI X GP LLC	Delaware
YSI X LP	Delaware
YSI X LP LLC	Delaware
YSI XI GP LLC	Delaware
YSI XI LP	Delaware
YSI XI LP LLC	Delaware
YSI XII GP LLC	Delaware
YSI XII LP	Delaware
YSI XII LP LLC	Delaware
YSI XIII GP LLC	Delaware
YSI XIII LP	Delaware
YSI XIII LP LLC	Delaware
YSI XIV GP LLC	Delaware
YSI XIV LP	Delaware
YSI XIV LP LLC	Delaware
YSI XV LLC	Delaware
YSI XVI LLC	Delaware
YSI XVII GP LLC	Delaware

YSI XVII LP	Delaware
YSI XVII LP LLC	Delaware
YSI XX GP LLC	Delaware
YSI XX LP	Delaware
YSI XX LP LLC	Delaware
YSI XXI LLC	Delaware
YSI XXII LLC	Delaware
YSI XXIII LLC	Delaware
YSI XXIV GP LLC	Delaware
YSI XXIV LP	Delaware
YSI XXIV LP LLC	Delaware
YSI XXIX GP LLC	Delaware
YSI XXIX LP	Delaware
YSI XXIX LP LLC	Delaware
YSI XXV GP LLC	Delaware
YSI XXV LP	Delaware
YSI XXV LP LLC	Delaware
YSI XXVI GP LLC	Delaware
YSI XXVI LP	Delaware
YSI XXVI LP LLC	Delaware
YSI XXVII GP LLC	Delaware
YSI XXVII LP	Delaware
YSI XXVII LP LLC	Delaware
YSI XXVIII GP LLC	Delaware
YSI XXVIII LP	Delaware
YSI XXVIII LP LLC	Delaware
YSI XXX LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in:

Registration Statement No. 333-143126 on Form S-8 pertaining to U-Store-It Trust Trustees Deferred Compensation Plan;

Registration Statement No. 333-143125 on Form S-8 pertaining to U-Store-It Trust Executive Deferred Compensation Plan;

Registration Statement No. 333-143124 on Form S-8 pertaining to U-Store-It Trust 2007 Equity Incentive Plan;

Registration Statement No. 333-134684 on Form S-8 pertaining to U-Store-It Mini Warehouse Co. 401(k) Retirement Savings Plan;

Registration Statement No. 333-119987 on Form S-8 pertaining to U-Store-It Trust 2004 Equity Incentive Plan;

Registration Statement No. 333-141710 on Form S-3ASR pertaining to U-Store-It Trust automatic shelf registration;

Registration Statement No. 333-141709 on Form S-3ASR pertaining to U-Store-It Trust automatic shelf registration; and

Registration Statement No. 333-156463 on Form S-3 pertaining to U-Store-It Trust universal shelf registration

of our reports dated March 2, 2009,  relating to the consolidated financial statements and financial statement schedule of U-Store-It Trust and subsidiaries, and the effectiveness of U-Store-It Trust and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of U-Store-It Trust and subsidiaries for the year ended December 31, 2008.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

March 2, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean Jernigan, certify that:

1. I have reviewed this Annual Report on Form 10-K of U-Store-It Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Dean Jernigan
	Dean Jernigan
	Chief Executive Officer
Date: March 2, 2009

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EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy M. Martin, certify that:

1. I have reviewed this Annual Report on Form 10-K of U-Store-It Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: March 2, 2009

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EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of

the

Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer and Chief Financial Officer of U-Store-It Trust (the “Company”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) The Annual Report on Form 10-K of the Company for the year ended December 31, 2008 (the “Report”) filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Dean Jernigan
	Dean Jernigan
	Chief Executive Officer
Date: March 2, 2009
	/s/ Timothy M. Martin
	Timothy M. Martin
	Chief Financial Officer
Date: March 2, 2009

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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