Exhibit 10.91


U-STORE-IT TRUST


TRUSTEES DEFERRED
COMPENSATION PLAN


Amended and Restated as of January 1, 2007












TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 PURPOSE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 DEFINITIONS

  	
   

  	
  1

  
	
  2.1

  	
   

  	
  Account

  	
   

  	
  1

  
	
  2.2

  	
   

  	
  Beneficiary

  	
   

  	
  1

  
	
  2.3

  	
   

  	
  Board

  	
   

  	
  1

  
	
  2.4

  	
   

  	
  Code

  	
   

  	
  1

  
	
  2.5

  	
   

  	
  Company

  	
   

  	
  1

  
	
  2.6

  	
   

  	
  Compensation

  	
   

  	
  1

  
	
  2.7

  	
   

  	
  Compensation Committee

  	
   

  	
  1

  
	
  2.8

  	
   

  	
  Deferred Compensation

  	
   

  	
  2

  
	
  2.9

  	
   

  	
  Deemed Investment Options

  	
   

  	
  2

  
	
  2.10

  	
   

  	
  Distribution Account

  	
   

  	
  2

  
	
  2.11

  	
   

  	
  Distribution Option

  	
   

  	
  2

  
	
  2.12

  	
   

  	
  Election Agreement

  	
   

  	
  2

  
	
  2.13

  	
   

  	
  In-Service Distribution Account

  	
   

  	
  2

  
	
  2.14

  	
   

  	
  In-Service Distribution Option

  	
   

  	
  2

  
	
  2.15

  	
   

  	
  Participant

  	
   

  	
  2

  
	
  2.16

  	
   

  	
  Plan

  	
   

  	
  2

  
	
  2.17

  	
   

  	
  Plan Administrator

  	
   

  	
  2

  
	
  2.18

  	
   

  	
  Plan Year

  	
   

  	
  2

  
	
  2.19

  	
   

  	
  Retirement

  	
   

  	
  2

  
	
  2.20

  	
   

  	
  Retirement Distribution Account

  	
   

  	
  2

  
	
  2.21

  	
   

  	
  Retirement Distribution Option

  	
   

  	
  3

  
	
  2.22

  	
   

  	
  Trust

  	
   

  	
  3

  
	
  2.23

  	
   

  	
  Trustee

  	
   

  	
  3

  
	
  2.24

  	
   

  	
  Valuation Date

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  Limited Redeferral

  	
   

  	
  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

  	
   

  	
  5

  




 ii
 








 


	
  5.5

  	
   

  	
  Valuation of Accounts

  	
   

  	
  6

  
	
  5.6

  	
   

  	
  Statement of Accounts

  	
   

  	
  6

  
	
  5.7

  	
   

  	
  Distributions from Accounts

  	
   

  	
  6

  
	
  5.8

  	
   

  	
  Deemed Company Stock Fund

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 DISTRIBUTIONS

  	
   

  	
  7

  
	
  6.1

  	
   

  	
  Retirement Distribution Option

  	
   

  	
  7

  
	
  6.2

  	
   

  	
  In-Service Distribution Option

  	
   

  	
  7

  
	
  6.3

  	
   

  	
  Distribution Limitations

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 BENEFITS TO PARTICIPANTS

  	
   

  	
  8

  
	
  7.1

  	
   

  	
  Benefits Under the Retirement Distribution Option

  	
   

  	
  8

  
	
  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

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 EMERGENCY BENEFIT

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 ADMINISTRATION

  	
   

  	
  11

  
	
  10.1

  	
   

  	
  Plan Administrator

  	
   

  	
  11

  
	
  10.2

  	
   

  	
  Appointment of Administrative Committee

  	
   

  	
  11

  
	
  10.3

  	
   

  	
  Powers of Plan Administrator

  	
   

  	
  11

  
	
  10.4

  	
   

  	
  Limitation of Liability

  	
   

  	
  11

  
	
  10.5

  	
   

  	
  Claims Procedures

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 MISCELLANEOUS

  	
   

  	
  12

  
	
  11.1

  	
   

  	
  Unfunded Plan

  	
   

  	
  12

  
	
  11.2

  	
   

  	
  Spendthrift Provision

  	
   

  	
  13

  
	
  11.3

  	
   

  	
  Employment Rights

  	
   

  	
  13

  
	
  11.4

  	
   

  	
  Designation of Beneficiary

  	
   

  	
  13

  
	
  11.5

  	
   

  	
  Withholding of Taxes

  	
   

  	
  13

  
	
  11.6

  	
   

  	
  Amendment or Termination

  	
   

  	
  13

  
	
  11.7

  	
   

  	
  No Fiduciary Relationship Created

  	
   

  	
  13

  
	
  11.8

  	
   

  	
  Release

  	
   

  	
  14

  
	
  11.9

  	
   

  	
  No Warranty or Representation

  	
   

  	
  14

  
	
  11.10

  	
   

  	
  Construction

  	
   

  	
  14

  
	
  11.11

  	
   

  	
  Governing Law

  	
   

  	
  14

  
	
  11.12

  	
   

  	
  Counterparts

  	
   

  	
  14

  
	
  11.13

  	
   

  	
  American Jobs Creation Act of 2004

  	
   

  	
  14

  



 



 iii















U-STORE-IT TRUST
TRUSTEES DEFERRED COMPENSATION PLAN


ARTICLE 1

PURPOSE


The U-Store-It
Trust Trustees Deferred Compensation Plan (the “Plan”) is hereby established 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 is adopted by the Board on December 13, 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           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 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. 
If applicable, Compensation shall be calculated before reduction for
amounts voluntarily deferred or contributed by the Trustee pursuant to all
qualified or non-qualified plans of the Company and shall be calculated
to include amounts not otherwise included in the Trustee’s gross income under
Sections 125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans
established by the Company; 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 Trustee. 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 Account established on the books of account of the Company,
pursuant to Section 5.1, for each Plan Year.


2.11         Distribution Optionmeans 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 Agreementmeans the written agreement entered
into by a Trustee, which shall be irrevocable, 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 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.


2.14         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 discontinuation of
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
 









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


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


2.23         Trustee means any individual who is a member of the
Board.


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


ARTICLE 3

PARTICIPATION


3.1           Eligibility. A 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 discontinuance of
service with the Board, 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, less any 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 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 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 Section 4.1
may be made with respect to services to be performed subsequent



 3
 









to the election 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 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 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 discontinuance of service with the Board;
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.


(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 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.


(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 a hardship distribution within the
meaning of Section 1.401(k)-1(d)(3) of the Treasury Regulations, the election
may 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           Limited Redeferral.  A Participant who
has made an effective election under Section 4.2 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:



 4
 









(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.


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
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



 5
 









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.



 6
 









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 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)           discontinuance of service with the
Board which is 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 the Company, distributions may not be made before the
date which is six months after the date of discontinuance of service with the
Board which is a 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.



 7
 









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 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.  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
4.3 as permitted by Section 409A of the Code.


(b)           Benefits Upon Discontinuance of
Service.  In the case of a
Participant whose discontinuance of service with the Board occurs 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 such discontinuance of service
with the Board.


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 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 



 8
 









business day
of the immediately preceding Plan Year divided by (ii) the number of
installments remaining.


(b)           Benefits Upon Discontinuance of
Service.  In the case of a
Participant who discontinues Service with the Board 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


8.1           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



 9
 









In-Service Distribution Accounts were
established.  The amount of any annual
installment benefit payable in accordance with this Section shall equal (a) the
value of such In-Service 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 In-Service Distribution Account was established.


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), 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), and if applicable, 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.



 10
 









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.


(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



 11
 









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.


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



 12
 









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 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 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.


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



 13
 









relationship between the Company 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,
and any of their respective officers, directors, shareholders, employees or agents.


11.9         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.


11.10       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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