U-STORE-IT TRUST EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

U-STORE-IT TRUST EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE 1

PURPOSE

The U-Store-It Trust Executive Deferred Compensation Plan (the “Plan”) is hereby amended and restated 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 was originally adopted by the Board on November 3, 2006, amended and restated as of January 1, 2007 and is hereby further amended and restated effective January 1, 2009.

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 Plan 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 Sections 125, 402(e)(3), 402(h), or 403(b) of the Code 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            Beneficiary   means the person or persons who, pursuant to Article 8, are entitled to a distribution from the Plan after a Participant’s death.

2.4            Board  means the Board of Trustees of the Company.

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

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

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

2.8            Compensation Committee   means the Compensation Committee of the Board of Trustees or, at any time that no such committee exists, the Board.

2.9            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.

2.10          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.

2.11          Distribution Account   means, with respect to a Participant, the Retirement Distribution Account and/or the In-Service Distribution Accounts established on the books of account of the Company, pursuant to Section 5.1.

2.12          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.

2.13          Election Agreement   means the written agreement entered into by an Employee, 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.

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

2.15          Employer   means the Company and any other entity with which the Company would be considered a single employer (within the meaning of Section 414(b) of the Code) which, with the authorization of the Board, adopts the Plan for the benefit of its employees pursuant to resolution of its board of directors.

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

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

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

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

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

2.21          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.”

2.22          Plan Administrator means the Company.

2.23          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.

2.24          Retirement   means a Participant’s Separation from Service with the Company (for reasons other than death) at or after age 55.

2.25          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.

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

2.27          Separation from Service   means a “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations; provided that in applying Section 1.409A-1(h)(1)(ii) of the Treasury Regulations, a Separation from Service shall be deemed to occur if the Participant’s Employer and the Participant reasonably anticipate that the level of bona fide services the Participant will perform for the Employers (whether as an Employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Participant for the Employers (whether as an Employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services performed for the Employers if the Participant has been providing services to the Employers for less than 36 months).  In the event of a disposition of assets by the Company to an unrelated person, the Company reserves the discretion to specify (in accordance with Section 1.409A-1(h)(4) of the Treasury Regulations) whether a Participant who would otherwise experience a Separation from Service with the Company and the Employers as part of the disposition of assets will be considered to experience a Separation from Service for purposes of Section 1.409A-1(h) of the Treasury Regulations.

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

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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 Separation from Service 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 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 for such Plan Year 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.

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4.4            Election Procedures .

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

(b)            In the case of the first year in which a Participant becomes eligible to participate in the Plan, the Participant’s election shall be valid only with respect to Base Salary, Bonus, Matching Deferred Compensation and Nonelective Deferred Compensation earned with respect to services to be performed subsequent to the date of the election which must be made 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 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 one or the other of the Distribution Options; (iii) with respect to amounts allocated to the Retirement Distribution Option, for the first Plan Year in which amounts are allocated to the Retirement Distribution Option, 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 Separation from Service; 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, (x) at any time prior to the first Plan Year or other period in which a Participant defers compensation into his or her Retirement Distribution Account, such Participant may irrevocably specify in his or her Election Agreement that distribution of his or her Retirement Distribution Account is to be made in a lump sum on the 60th day following the date of a change in control event within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, notwithstanding any other election made hereunder, and (y) at any time prior to the first Plan Year or other period in which a Participant defers compensation into an In-Service Distribution Account, such Participant may irrevocably specify in his Election Agreement that distribution of such In-Service Distribution Account is to be made in a lump sum on the 60th day following the date of a change in control event within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, notwithstanding any other election made hereunder.

(d)            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 if such Participant does not have a Retirement Distribution Account Election on file, such Participant will be deemed to have elected a single lump sum to be paid on the 60th day

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after the date of Retirement if any Nonelective Deferral Compensation is credited to his Retirement Distribution Account for such Plan Year.  In the event any amount is credited to the Account of a Participant with respect to which no timely election concerning method of payment has been made, such amount shall be credited to the Retirement Distribution Account of such Participant and if such Participant does not have a Retirement Distribution Account election on file, such Participant will be deemed to have elected a single lump sum to be paid on the 60th day after the date of Retirement.

(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 an unforeseeable emergency as defined in Article 9 or a hardship distribution within the meaning of Section 1.401(k)-1(d)(3) of the Treasury Regulations from any plan of an Employer, the election shall 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.

4.5            One Time Change in Time and Form of Payment .  Notwithstanding the method of payment elected or deemed elected by a Participant with respect to his Retirement Distribution Account or any of his In-Service Distribution Accounts in accordance with Section 4.4(c)(iii), 4.4(c)(iv) or 4.4(d), such Participant may elect to make one change to the time or form of any such payment to any other permissible payment option at any time up to 12 months before the first scheduled payment; provided, however, that (a) any such election shall not be effective for at least 12 months following the date made; and (b) to the extent required by Section 409A of the Code, as a result of any such change, payment or commencement of payment shall be delayed for 5 years from the date the first payment was scheduled to have been paid (taking into account any delay of commencement of payment under Section 6.3 on account of a Participant’s status as a Specified Employee.)

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

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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 pre-determined actual investment 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