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                                                                    Exhibit 10.3

                                                              GRANT NO.: _______

                                U-STORE-IT TRUST
                           2004 EQUITY INCENTIVE PLAN

                            DEFERRED SHARE AGREEMENT

     U-Store-It Trust, a Maryland real estate investment trust (the "Company"),
hereby grants rights to future delivery of common shares of beneficial interest,
$.01 par value of the Company (the "Shares"), to the individual named below as
the Grantee subject to the vesting conditions set forth in the attachment.
Additional terms and conditions of the grant are set forth in this cover sheet,
in the attachment, and in the Company's 2004 Equity Incentive Plan (the "Plan").
For purposes of the Plan, these rights are considered Share Units.

Grant Date: February 21, 2006

Name of Grantee: Kathleen A. Weigand

Grantee's Social Security Number: _____-_____-_____

Number of Deferred Shares Covered by Grant: 5,841

     BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THIS AGREEMENT AND IN THE PLAN, A COPY OF WHICH WILL BE PROVIDED ON
REQUEST. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN AND AGREE
THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD
APPEAR TO BE INCONSISTENT WITH THE TERMS OF THE PLAN.


Grantee:
         /s/ Katheen A. Weigand
         ----------------------
                  (Signature)


Company:
         /s/ Steven G. osgood
         --------------------
                  (Signature)

         Title:
                President And Chief Financial Officer

Attachment

This is not a stock certificate or a negotiable instrument.

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                                U-STORE-IT TRUST
                           2004 EQUITY INCENTIVE PLAN

                            DEFERRED SHARE AGREEMENT

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DEFERRED SHARES                  This grant is an award of deferred shares for
TRANSFERABILITY                  the number of shares set forth on the cover
                                 sheet, subject to the vesting conditions
                                 described below ("Deferred Shares"). Your
                                 Deferred Shares may not be transferred,
                                 assigned, pledged or hypothecated, whether by
                                 operation of law or otherwise, nor may the
                                 Deferred Shares be made subject to execution,
                                 attachment or similar process.

VESTING                          Your right to the Deferred Shares under this
                                 Deferred Share Agreement vests as to ten
                                 percent (10%) of the total number of Deferred
                                 Shares covered by this grant, as shown on the
                                 cover sheet, on January 30, 2007, provided you
                                 then continue in Service. Thereafter, for each
                                 of the next four (4) January 30 vesting dates
                                 that you remain in Service, the number of
                                 Deferred Shares vests at the rate of ten
                                 percent (10%) per year, provided you then
                                 continue in Service.

                                 Your right to the Deferred Shares under this
                                 Deferred Share Agreement vests as to ten
                                 percent (10%) of the total number of Deferred
                                 Shares covered by this grant, as shown on the
                                 cover sheet, on each January 30 commencing with
                                 January 30, 2007, and ending with January 30,
                                 2011 provided (i) you then continue in Service
                                 and (ii) the average annual total shareholder
                                 return (appreciation in share price and
                                 dividends) ("TSR") for the Company equals or
                                 exceeds ten percent commencing on January 30,
                                 2006. Any Shares which do not vest on a
                                 previous January 30 will vest on a subsequent
                                 January 30 if the average annual TSR from
                                 January 30, 2006 through such subsequent
                                 January 30 equals or exceeds ten percent (10%).
                                 In order to help mitigate the impact of sudden
                                 market swings, the measurement of the Company's
                                 TSR shall be based on the average share price
                                 of the Company's Shares for the 5 day period
                                 prior to January 30, 2006 and each January 30
                                 thereafter during the vesting period. Any
                                 Deferred Shares not vested due to failure to
                                 meet the annual or cumulative TSR goal as of
                                 January 30, 2011 will be forfeited.

                                 Your right to the Deferred Shares under this
                                 Deferred Share Agreement will become fully
                                 vested on your termination of Service due to
                                 death or Disability. No additional Deferred
                                 Shares will vest after your Service has
                                 terminated for any
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                                 reason.

DELIVERY OF STOCK                A certificate for the Shares represented by the
                                 Deferred Shares Agreement shall be delivered to
                                 you, or to your eligible beneficiary or your
                                 estate, at such time as the Deferred Shares
                                 become vested; provided, that, if required by
                                 Section 409A of the Internal Revenue Code and
                                 the regulations thereunder, delivery of the
                                 shares shall not be made earlier than six
                                 months after your separation from service
                                 within the meaning of Section 409A.

                                 Special Rule: If any Shares would otherwise be
                                 delivered to you during a period in which you
                                 are: (i) subject to a lock-up agreement
                                 restricting your ability to sell Shares in the
                                 open market or (ii) restricted from selling
                                 Shares in the open market because you are not
                                 then eligible to sell under the Company's
                                 insider trading or similar plan as then in
                                 effect (whether because a trading window is not
                                 open or you are otherwise restricted from
                                 trading), delivery of such Shares will not
                                 occur until the first date on which you are no
                                 longer prohibited from selling Shares due to a
                                 lock-up agreement or insider trading or similar
                                 plan restriction.

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

RETENTION RIGHTS                 This Agreement does not give you the right to
                                 be retained or employed by the Company (or any
                                 Affiliates) in any capacity.

SHAREHOLDER RIGHTS               You do not have any of the rights of a
                                 shareholder with respect to the Deferred Shares
                                 unless and until the Shares relating to the
                                 Deferred Share Agreement has been delivered to
                                 you. You will, however, be entitled to receive,
                                 upon the Company's payment of a cash dividend
                                 on outstanding Shares, a cash payment for each
                                 Deferred Share that you
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                                 hold as of the record date for such dividend
                                 equal to the per-share dividend paid on the
                                 Shares. You do not have the right to make an
                                 election pursuant to Section 83(b) of the
                                 Internal Revenue Code of 1986, as amended, and
                                 any attempt to make such an election will
                                 result in the forfeiture of the Deferred
                                 Shares.

ADJUSTMENTS                      In the event of a Share split, a Shares
                                 dividend or a similar change in the Company
                                 Shares, the number of Deferred Shares covered
                                 by this grant will be adjusted (and rounded
                                 down to the nearest whole number) in accordance
                                 with the terms of the Plan.

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

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

THE PLAN                         The text of the Plan is incorporated in this
                                 Agreement by reference. This Agreement and the
                                 Plan constitute the entire understanding
                                 between you and the Company regarding this
                                 grant of Deferred Shares. Any prior agreements,
                                 commitments or negotiations concerning this
                                 grant are superseded. The Plan will control in
                                 the event any provision of this Agreement
                                 should appear to be inconsistent with the terms
                                 of the Plan.
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     BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


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