Exhibit 10.92


 


 


U-STORE-IT
TRUST


EXECUTIVE
DEFERRED COMPENSATION PLAN


 


 


Amended and Restated as of January 1, 2007


 


















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1 PURPOSE

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 DEFINITIONS

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Account

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Base Salary

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Board

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Bonus

  	
   

  	
   

  
	
  2.5

  	
   

  	
  Code

  	
   

  	
   

  
	
  2.6

  	
   

  	
  Company

  	
   

  	
   

  
	
  2.7

  	
   

  	
  Compensation Committee

  	
   

  	
   

  
	
  2.8

  	
   

  	
  Deferred Compensation

  	
   

  	
   

  
	
  2.9

  	
   

  	
  Deemed Investment Options

  	
   

  	
   

  
	
  2.10

  	
   

  	
  Distribution Account

  	
   

  	
   

  
	
  2.11

  	
   

  	
  Distribution Option

  	
   

  	
   

  
	
  2.12

  	
   

  	
  Election Agreement

  	
   

  	
   

  
	
  2.13

  	
   

  	
  Employee

  	
   

  	
   

  
	
  2.14

  	
   

  	
  Employer

  	
   

  	
   

  
	
  2.15

  	
   

  	
  In-Service Distribution Account

  	
   

  	
   

  
	
  2.16

  	
   

  	
  In-Service Distribution Option

  	
   

  	
   

  
	
  2.17

  	
   

  	
  Matching Deferred Compensation

  	
   

  	
   

  
	
  2.18

  	
   

  	
  Nonelective Deferred Compensation

  	
   

  	
   

  
	
  2.19

  	
   

  	
  Participant

  	
   

  	
   

  
	
  2.20

  	
   

  	
  Plan

  	
   

  	
   

  
	
  2.21

  	
   

  	
  Plan Administrator

  	
   

  	
   

  
	
  2.22

  	
   

  	
  Plan Year

  	
   

  	
   

  
	
  2.23

  	
   

  	
  Retirement

  	
   

  	
   

  
	
  2.24

  	
   

  	
  Retirement Distribution Account

  	
   

  	
   

  
	
  2.25

  	
   

  	
  Retirement Distribution Option

  	
   

  	
   

  
	
  2.26

  	
   

  	
  Trust

  	
   

  	
   

  
	
  2.27

  	
   

  	
  Valuation Date

  	
   

  	
   

  
	
  ARTICLE 3 PARTICIPATION

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Eligibility

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Participation

  	
   

  	
   

  
	
  ARTICLE 4 BENEFITS

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Deferred Compensation

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Matching Deferred Compensation

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Nonelective Deferred Compensation

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Election Procedures.

  	
   

  	
   

  
	
  4.5

  	
   

  	
  Limited Redeferral

  	
   

  	
   

  
							



 



 (i)
 









 


	
  ARTICLE 5 ACCOUNTS

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Participant Accounts

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Returns on Distribution Accounts

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Deemed Investment Options

  	
   

  	
   

  
	
  5.4

  	
   

  	
  Changes in Deemed Investment Options

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Valuation of Accounts

  	
   

  	
   

  
	
  5.6

  	
   

  	
  Statement of Accounts

  	
   

  	
   

  
	
  5.7

  	
   

  	
  Distributions from Accounts

  	
   

  	
   

  
	
  5.8

  	
   

  	
  Deemed Company Stock Fund

  	
   

  	
   

  
	
  ARTICLE 6 DISTRIBUTIONS

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Retirement Distribution Option

  	
   

  	
   

  
	
  6.2

  	
   

  	
  In-Service Distribution Option

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Distribution Limitations

  	
   

  	
   

  
	
  ARTICLE 7 BENEFITS TO
  PARTICIPANTS

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Benefits Under the Retirement Distribution Option

  	
   

  	
   

  
	
  7.2

  	
   

  	
  Benefits Under the In-Service Distribution
  Option

  	
   

  	
   

  
	
  ARTICLE 8 SURVIVOR
  BENEFITS

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Death of Participant Prior to the Commencement of
  Benefits

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Survivor Benefits Under the Retirement Distribution
  Option

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Survivor Benefits Under the In-Service
  Distribution Option

  	
   

  	
   

  
	
  8.4

  	
   

  	
  Death of Participant After Benefits Have Commenced

  	
   

  	
   

  
	
  ARTICLE 9 EMERGENCY
  BENEFIT

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10
  ADMINISTRATION

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Plan Administrator

  	
   

  	
   

  
	
  10.2

  	
   

  	
  Appointment of Administrative Committee

  	
   

  	
   

  
	
  10.3

  	
   

  	
  Powers of Plan Administrator

  	
   

  	
   

  
	
  10.4

  	
   

  	
  Limitation of Liability

  	
   

  	
   

  
	
  10.5

  	
   

  	
  Claims Procedures.

  	
   

  	
   

  
	
  ARTICLE 11
  MISCELLANEOUS

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Unfunded Plan.

  	
   

  	
   

  
	
  11.2

  	
   

  	
  Spendthrift Provision

  	
   

  	
   

  
	
  11.3

  	
   

  	
  Employment Rights

  	
   

  	
   

  
	
  11.4

  	
   

  	
  Designation of Beneficiary

  	
   

  	
   

  
	
  11.5

  	
   

  	
  Withholding of Taxes

  	
   

  	
   

  
	
  11.6

  	
   

  	
  Amendment or Termination

  	
   

  	
   

  
	
  11.7

  	
   

  	
  No Fiduciary Relationship Created

  	
   

  	
   

  
	
  11.8

  	
   

  	
  Release

  	
   

  	
   

  
	
  11.9

  	
   

  	
  No Warranty or Representation

  	
   

  	
   

  
	
  11.10

  	
   

  	
  Construction

  	
   

  	
   

  
	
  11.11

  	
   

  	
  Governing Law

  	
   

  	
   

  
	
  11.12

  	
   

  	
  Counterparts

  	
   

  	
   

  
	
  11.13

  	
   

  	
  American Jobs Creation Act of 2004

  	
   

  	
   

  
							



 



 (ii)















U-STORE-IT TRUST
EXECUTIVE DEFERRED COMPENSATION PLAN


ARTICLE 1

PURPOSE


The U-Store-It
Trust Executive Deferred Compensation Plan (the “Plan”) is hereby established
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 is adopted by the Board on November
3, 2006, and amended and restated as of January 1, 2007.


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           Base 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 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 Code Sections 125, 402(e)(3),
402(h), or 403(b) 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.


2.3           Board means the Board of
Trustees of the Company.


2.4           Bonus means for a Plan Year any
compensation payable to a Participant in the Plan Year pursuant to a regular U-Store-It
Trust bonus program, whether or not paid in a calendar year or included on the
Federal Income Tax Form W-2 for a calendar year.


2.5           Code means the Internal Revenue
Code of 1986, as amended.


2.6           Company means U-Store-It
Trust, a Maryland real estate investment trust.













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 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.


2.9           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 Account established on the books of account of the Company,
pursuant to Section 5.1, for each Plan Year.


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 an Employee, which shall be irrevocable, 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.


2.13         Employee means, with respect to
each Employer, management and highly compensated employees.


2.14         Employer means the Company and any
other corporation in a controlled group of corporations (under Code Section
414(b)) of which the Company is a member which, with the authorization of the
Board, adopts the Plan for the benefit of its employees pursuant to resolution
of its board of directors.


2.15         In-Service Distribution Account
means the Account maintained for a Participant for each Plan Year to which
Deferred Compensation is credited pursuant to the In-Service Distribution
Option.


2.16         In-Service Distribution Option
means the Distribution Option pursuant to which benefits are payable in
accordance with Section 7.2.


2.17         Matching Deferred Compensation
means a Participant’s matching deferred compensation allocated to the
Participant’s Account as further described in Section 4.2.


2.18         Nonelective Deferred Compensation
means a Participant’s nonelective deferred compensation allocated to the
Participant’s Account as further described in Section 4.3.


2.19         Participant 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



 2
 









receive a benefit from the Plan or whose
beneficiary may be eligible to receive a benefit from the Plan.


2.20         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  Executive Deferred Compensation Plan.”


2.21         Plan Administrator means the
Company.


2.22         Plan 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.


2.23         Retirement means a Participant’s
separation from service with the Company (for reasons other than death) at or
after age 55.


2.24         Retirement 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.


2.25         Retirement Distribution Option
means the Distribution Option pursuant to which benefits are payable in
accordance with Section 7.1.


2.26         Trust means any domestic trust
that may be maintained in the United States pursuant to Section 11.1.


2.27         Valuation Date means the last business
day of each calendar month.


ARTICLE 3

PARTICIPATION


3.1           Eligibility. 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.


3.2           Participation. 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 termination of employment with the Company and all direct and
indirect subsidiaries of Company or upon such other events as determined by 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 4.4, a
Participant may elect for a Plan Year to have his or her Base Salary



 3
 









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 as
Deferred Compensation. Deferred Compensation shall be credited to a Participant’s
Accounts on such schedule as the Plan Administrator shall determine.


4.2           Matching 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.


4.3           Nonelective 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.


4.4           Election Procedures.


(a)           Except as provided
in paragraphs (b) and (c) below, compensation for services performed during a
taxable 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
taxable year.


(b)           In the case of the
first year in which a Participant becomes eligible to participate in the Plan,
the Participant’s election with respect to amounts deferred pursuant to
Sections 4.1 and 4.2 may be made with respect to services to be performed
subsequent to the election within 30 days after the date the Participant
becomes eligible to participate in the Plan.


(c)           In the case of any
performance-based compensation based on services performed over a period
of at least 12 months as determined by the Plan Administrator in accordance
with regulatory guidance under Code Section 409A, an election may be made no
later than six months before the end of the period.


(d)           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



 4
 









one or the other of the Distribution Options; (iii) with respect
to amounts allocated to the Retirement Distribution Option for such Plan Year
plus investment return credited to such amounts, 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 termination of employment with the
Company; 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, a Participant may specify in his or
her Election Agreement that distribution of his or her Accounts are to be made
upon the occurrence of a change in control event within the meaning of Code
Section 409A and the regulations thereunder, notwithstanding any other
election made hereunder.


(e)           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 will be deemed to have elected a
single lump sum method of payment for any Nonelective Deferral Compensation for
such Plan Year.  In the event any amount
is credited to the Account of Participant with respect to which no timely
election concerning method of payment has been made, such amount shall be payable
in the single lump sum method of payment.


(f)            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 a hardship
distribution within the meaning of Treas. Reg. §1.401(k)-1(d)(3), the
election may be cancelled for the remainder of the Plan Year.


(g)           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.


4.5           Limited Redeferral.  A
Participant who has made an effective election under Section 4.4 with
respect to a Retirement Distribution Account for payment in a lump sum may make
a subsequent election to delay payment or commencement of payment of such
amount for a period of five (5) years from the date such payment would
otherwise have been made, including a change in the form of a payment in
accordance with the following provisions, subject to such administrative rules
and procedures as may be established by the Compensation Committee:


(a)           the subsequent
election shall not take effect until 12 months after the date on which it
is made; and


(b)           payment in the form
of installments over a period of five years may be elected.



 5
 









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, 
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.


5.2           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 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.


5.4           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, with respect to an “executive officer” as defined in the rules
promulgated under Section 16 of the Securities and Exchange Act



 6
 









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


5.5           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 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 on 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


6.1           Retirement Distribution Option.  Subject to Section 7.1, distribution of the
Participant’s Retirement Distribution Account shall commence no later than the
later of (a) the 60th day after the Participant’s Retirement or
(b) the year following the Participant’s attainment



 7
 









of age 65 or other elected age 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 no later than 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.


6.3           Distribution Limitations.   Notwithstanding any provision of the Plan to
the contrary, compensation deferred under the Plan shall not be distributed
earlier than


(a)           separation from
service as determined by the Secretary of the Treasury;


(b)           the date the
Participant becomes disabled (within the meaning of Section 409A(a)(2)(C)
of the Code);


(c)           death of the
Participant;


(d)           a specified time (or
pursuant to a fixed schedule) specified under the Plan at the date of the
deferral of such compensation;


(e)           to the extent
provided by the Secretary of the Treasury, a change in the ownership or
effective control of the Company, or in the ownership of a substantial portion
of the assets of the Company; or


(f)            the occurrence of
an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the
Code.


In the case
of any key employee (as defined in Section 416(i) of the Code without regard to
paragraph (5) thereof) of an Employer, distributions may not be made before the
date which is six months after the date of separation from service (or, if
earlier, the date of death of the Participant), provided that any payments to
which such key employee would otherwise have been entitled during the first six
months following the date of separation shall be accumulated and paid on the
first day of the seventh month following the date of separation from service.


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 service with the Company terminates on account of Retirement
and whose Retirement Distribution Account balance exceeds $10,000, the
Participant’s Retirement Distribution Account



 8
 









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.  An initial annual installment payment shall
be 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 not later than 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.  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
Termination of Employment.  In the
case of a Participant whose service with the Company terminates prior to the
earliest date on which the Participant is eligible for Retirement, other than
on account of death, or whose Retirement Account balance does not exceed
$10,000, the Participant’s Retirement Distribution Account shall be distributed
in a lump sum 60 days following the date of separation from service or as
soon thereafter as practicable, subject to the requirements of
Section 6.3.


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 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 in an
amount equal to the value of such In-Service Distribution Account as of
the last business day of the Plan Year preceding the date of payment.  The initial annual installment payment shall
be 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 not later than 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.


(b)           Benefits Upon
Termination of Employment.  In the
case of a Participant whose Service with the Company terminates 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
(a) in a lump sum as soon as practicable following the Participant’s death, or
(b) in the manner and at such time as such Retirement Distribution Account
would otherwise have been distributed in accordance with Section 7.1 had the
Participant lived, as elected by the Participant in the Election Agreement
pursuant to which such Retirement Distribution Account was established or as
may have been changed by the Participant. 
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
last business day of  the calendar
month immediately preceding the date on which such benefit is paid.  The amount of any annual installment benefit
payable in accordance with this Section shall equal (a) the value of such
Retirement Distribution Account as of the last business day of the calendar
month immediately preceding the date on which such installment is paid, divided
by (b) the number of annual installments remaining to be paid pursuant to the
election of the Participant in the Election Agreement pursuant to which such
Retirement Distribution Account was established or as may have been changed by
the Participant.


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 (a) in a lump sum as soon as practicable following the Participant’s
death, or (b) at such time and in such form as such In-Service
Distribution Accounts would otherwise have been distributed in accordance with
Section 7.2 had the Participant lived, as irrevocably elected by the
Participant in the Election Agreement pursuant to which such In-Service
Distribution Accounts were established. 
The amount of any lump sum benefit payable in accordance with this  Section shall equal the value of such In-Service
Distribution Accounts as of the last business day of the calendar month
immediately preceding 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.



 10
 









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), as soon as practicable 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 Code
Section 152(a)); 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.



 11
 









(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.


10.4         Limitation 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.


10.5         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



 12
 









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


11.1         Unfunded 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 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.



 13
 









(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.


11.2         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
or any other Employer.


11.3         Employment 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.


11.4         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 Beneficiary has been named, or 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         Withholding 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.


11.6         Amendment or Termination. Subject
to the 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. An Employer may terminate its
participation in the Plan at any time by action of its board of directors.


11.7         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 any other Employer or the Plan Administrator and any
Participant, beneficiary or any other person.


11.8         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, the other Employers and any of their
respective officers, directors, shareholders, employees or agents.



 14
 









11.9         No 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.


11.10       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.


11.11       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.


11.12       Counterparts. This Plan may be
signed in any one or more counterparts each of which together shall constitute
one instrument.


11.13       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.  Accordingly, the Plan shall be
construed in a manner consistent with those provisions and may at any time be
amended in the manner and to the extent determined necessary or desirable by
the Company to reflect or otherwise facilitate compliance with such
provisions.  Notwithstanding any
provision of the Plan 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.


IN WITNESS
WHEREOF, U-Store-It Trust, 
has executed this Amended and Restated Plan as of the 1st day of January, 2007.


 


	
   

  	
  U-STORE-IT TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    Kathleen A.
  Weigand

  
	
  Name:

  	
    Kathleen A.
  Weigand

  
	
  Title:

  	
    Executive
  Vice President, General

  
	
   

  	
  Counsel and
  Secretary

  
						



 



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