Exhibit
10.88


Grant
No.: RS10  


U-STORE-IT
TRUST


2004
EQUITY INCENTIVE PLAN


RESTRICTED
SHARE AGREEMENT


U-Store-It Trust, a Maryland real estate investment
trust (the “Company”), grants common shares of beneficial interest, $.01 par
value (the “Shares”), of the Company to the Grantee named below, subject to the
vesting conditions set forth in the attachment. Additional terms and conditions
of the grant are set forth in this cover sheet, in the attachment, and in the
Company’s 2004 Equity Incentive Plan (the “Plan”).


Grant Date:  December
11, 2006


Name of Grantee: 
Timothy M. Martin


Number of Shares Covered by Grant: 9,187


By signing this
cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which will be provided on request.
You acknowledge that you have carefully reviewed the Plan and agree that the
Plan will control in the event any provision of this Agreement should appear to
be inconsistent with the terms of the Plan.


	
  Grantee:

  	
  Timothy M. Martin

  	
   

  
	
   

  	
  Timothy M. Martin

  	
   

  
	
   

  	
   

  	
   

  
	
  Company:

  	
  Dean Jernigan

  	
   

  
	
   

  	
  Dean Jernigan

  	
   

  
	
   

  	
  Title:  President
  and Chief Executive Officer

  	
   

  



 


 


This is
not a share certificate or a negotiable instrument.













U-STORE-IT
TRUST


2004
EQUITY INCENTIVE PLAN


RESTRICTED
SHARE AGREEMENT


	
  Restricted Shares/ Nontransferability

  	
   

  	
  This grant is an award of Shares in the number of
  Shares set forth on the cover sheet subject to the vesting conditions
  described below (“Restricted Shares”). To the extent not yet vested, your
  Restricted Shares may not be transferred, assigned, pledged or hypothecated,
  whether by operation of law or otherwise, nor may the Restricted Shares be
  made subject to execution, attachment or similar process.

  
	
   

  	
   

  	
   

  
	
  Issuance and Vesting

  	
   

  	
  The Company will issue your Restricted Shares in
  your name as of the Grant Date. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your right to the Shares under this Restricted Share
  Agreement vests as to the total number of Shares covered by this grant, as
  shown on the cover sheet, on the first five anniversaries of the date of
  grant provided you then continue in Service with respect to each such vesting
  date. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your right to the Shares under this Restricted Share
  Agreement will become fully vested on your termination of Service due to
  death or disability. No additional Shares will vest after your Service has
  terminated for any reason, other than pursuant to the terms of any Employment
  Agreement between you and the Company.

  
	
   

  	
   

  	
   

  
	
  Forfeiture of Unvested Shares

  	
   

  	
  Except as provided pursuant to the terms of any
  Employment Agreement between you and the Company, in the event that your
  Service terminates for any reason other than death or disability, you will
  forfeit to the Company all of the Shares subject to this grant that have not
  yet vested.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  You agree, as a condition of this grant, that you
  will make acceptable arrangements to pay any withholding or other taxes that
  may be due as a result of the vesting of Shares acquired under this grant. In
  the event that the Company determines that any federal, state, local or
  foreign tax or withholding payment is required relating to the vesting of
  Shares arising from this grant, the Company shall have the right to: (i)
  require such payments from you, (ii) withhold such amounts from other
  payments due to you from the Company or any Affiliate, or (iii) cause an
  immediate forfeiture of Shares subject to the vesting pursuant to this
  Agreement in an amount equal to the withholding or other taxes due.

  
	
   

  	
   

  	
   

  
	
  Retention Rights

  	
   

  	
  This Agreement does not give you the right to be
  retained by the Company (or any parent, Subsidiaries or Affiliates) in any
  capacity.

  



 



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  Shareholder Rights

  	
   

  	
  You have the right to vote the Restricted Shares and
  to receive any dividends declared or paid on such Shares. Any distributions
  you receive as a result of any split, dividend, combination of Shares or
  other similar transaction shall be deemed to be a part of the Restricted
  Shares and subject to the same conditions and restrictions applicable
  thereto. Except as described in the Plan, no adjustments are made for
  dividends or other rights if the applicable record date occurs before your
  share certificate is issued.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a split, a dividend or a similar
  change in the Shares, the number of Shares covered by this grant may be
  adjusted (and rounded down to the nearest whole number) pursuant to the Plan.
  Your Restricted Shares shall be subject to the terms of the agreement of
  merger, liquidation or reorganization in the event the Company is subject to
  such corporate activity.

  
	
   

  	
   

  	
   

  
	
  Legends

  	
   

  	
  All certificates representing the Shares issued in
  connection with this grant shall, where applicable, have endorsed thereon the
  following legends: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
  SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN
  THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST.
  A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND
  WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE
  HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement will be interpreted and enforced
  under the laws of the State of Maryland, other than any conflicts or choice
  of law rule or principle that might otherwise refer construction or
  interpretation of this Agreement to the substantive law of another
  jurisdiction.

  
	
   

  	
   

  	
   

  
	
  Data Privacy

  	
   

  	
  In order to administer the Plan, the Company may
  process personal data about you. Such data includes, but is not limited to,
  the information provided in this Agreement and any changes thereto, other
  appropriate personal and financial data about you such as home address and
  business addresses and other contact information, payroll information and any
  other information that might be deemed appropriate by the Company to
  facilitate the administration of the Plan.

   

  By accepting this grant, you give explicit consent
  to the Company to process any such personal data. You also give explicit
  consent to the Company to transfer any such personal data outside the country
  in which you work or are employed, including, with respect to non-U.S.
  resident

  



 



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  Grantees, to the United States, to transferees who
  shall include the Company and other persons who are designated by the Company
  to administer the Plan.

  
	
   

  	
   

  	
   

  
	
  Consent to Electronic Delivery

  	
   

  	
  The Company may choose to deliver certain statutory
  materials relating to the Plan in electronic form. By accepting this grant,
  you agree that the Company may deliver the Plan prospectus and the Company’s
  annual report to you in an electronic format. If at any time you would prefer
  to receive paper copies of these documents, as you are entitled to, the
  Company would be pleased to provide copies. Please contact the Secretary of
  the Company to request paper copies of these documents.

  



 


By signing the cover sheet of
this Agreement, you agree to all of the terms and conditions described above
and in the Plan.


 



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