0001104659-07-020077 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2007 • U-Store-It Trust • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of December 11, 2006, by and among U-Store-It Trust, a Maryland real estate investment trust (the “Company”), U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Indemnitors”), and Timothy M. Martin (the “Indemnitee”).

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • March 16th, 2007 • U-Store-It Trust • Real estate investment trusts • Ohio

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 11, 2006, by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Timothy M. Martin (the “Executive”).

U-STORE-IT TRUST EXECUTIVE DEFERRED COMPENSATION PLAN
U-Store-It Trust • March 16th, 2007 • Real estate investment trusts • Ohio

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.

U-STORE-IT TRUST TRUSTEES DEFERRED COMPENSATION PLAN
U-Store-It Trust • March 16th, 2007 • Real estate investment trusts • Ohio

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.

TIMOTHY M. MARTIN EMPLOYMENT AGREEMENT
Martin Employment Agreement • March 16th, 2007 • U-Store-It Trust • Real estate investment trusts • Ohio

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 11, 2006, by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Timothy M. Martin (the “Executive”).

U-STORE-IT TRUST
Restricted Share Agreement • March 16th, 2007 • U-Store-It Trust • Real estate investment trusts • Maryland

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

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