U-STORE-IT TRUST 2004 EQUITY INCENTIVE PLAN NONQUALIFIED SHARE OPTION AGREEMENT

Exhibit 10.5

Option No.:        

U-STORE-IT TRUST
2004 EQUITY INCENTIVE PLAN
NONQUALIFIED SHARE OPTION AGREEMENT

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

Grant Date: July 10, 2006
Name of Optionee: Stephen R. Nichols
Optionee’s Social Security Number:       -       -      
Number of Shares Covered by Option: 75,000
Option Price per Share: $18.70
Vesting Start Date: July 10, 2006

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also attached. 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.

Attachment
This is not a share certificate or a negotiable instrument.

1

U-STORE-IT TRUST
2004 EQUITY INCENTIVE PLAN
NONQUALIFIED SHARE OPTION AGREEMENT

Nonqualified
Share Option

This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.

Vesting

This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested Shares not less than 100 Shares, unless the number of Shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.

Your right to purchase Shares under this option vests as to one-fifth (1/5) of the total number of Shares covered by this option, as shown on the cover sheet, on each of the first five anniversaries of the Vesting Start Date (each an “Anniversary Date”), provided you then continue in Service. The resulting aggregate number of vested Shares will be rounded to the nearest whole number, and you cannot vest in more than the number of Shares covered by this option.

The resulting aggregate number of vested Shares will be rounded to the nearest whole number, and you cannot vest in more than the number of Shares covered by this option.

Other than pursuant to the terms of any Employment Agreement between you and the Company, no additional Shares will vest after your Service has terminated for any reason.

Term

Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your Service terminates, as described below.

Regular
Termination

If your Service terminates for any reason, other than death, Disability, Cause or a voluntary resignation without Good Reason, then your option expires at the close of business at Company headquarters on the 90th day after your termination date.

 
2

2

Termination for
Cause or Resignation
without Good Reason

If your Service is terminated for Cause or you voluntarily resign without Good Reason, then you immediately forfeit all rights to your option and the option immediately expires.

Death

If your Service terminates because of your death, then your option shall become fully vested and will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve month period, your estate or heirs may exercise your option.

In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option.

Disability

If your Service terminates because of your Disability, then your option shall become fully vested and will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.

Leaves of
Absence

For purposes of this option, your Service does not terminate when you go on a bona fide