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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

x  No fee required.

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨  Fee paid previously with preliminary materials.

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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460 East Swedesford Road, Suite 3000

Wayne, Pennsylvania 19087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on June 2, 2010

Dear Shareholder:

You are cordially invited to attend our 2010 annual meeting of shareholders to be held on June 2, 2010, at 9:00 a.m., Eastern Daylight Savings time, at the Dolce Valley Forge Hotel, 301 West DeKalb Pike, King of Prussia, Pennsylvania 19406, for the following purposes:

1.     To elect as trustees the eight individuals named in the accompanying proxy statement to serve one-year terms expiring at our 2011 annual shareholders meeting and until their successors are duly elected and qualify;

2.     To ratify the appointment of KPMG LLP as our independent registered public accounting firm;

3.     To approve the amendment and restatement of our 2007 Equity Incentive Plan; and

4.     To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Only shareholders of record at the close of business on March 15, 2010 will be entitled to notice of and to vote at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

Wayne, Pennsylvania

April 15, 2010

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460 East Swedesford Road, Suite 3000

Wayne, Pennsylvania 19087

PROXY STATEMENT

FOR THE 2010 ANNUAL MEETING

OF SHAREHOLDERS

The Board of Trustees of U-Store-It Trust is soliciting proxies to be voted at the annual meeting of shareholders to be held on June 2, 2010, at 9:00 a.m., Eastern Daylight Savings time, and at any adjournment or postponement of the meeting.  This proxy statement, the enclosed proxy card and our 2009 Annual Report to Shareholders and Form 10-K are first being furnished and made available electronically on our website at www.ustoreit.com under “Investor Relations” to shareholders beginning on or about April 15, 2010.

At the meeting, we will ask the holders of record of our common shares of beneficial interest as of the close of business on March 15, 2010 to vote on the proposals listed below:

(1)           To elect as trustees the eight individuals named in the accompanying proxy statement to serve one-year terms expiring at our 2011 annual shareholders meeting and until their successors are duly elected and qualify;

(2)           To ratify the appointment of KPMG LLP as our independent registered public accounting firm;

(3)           To approve the amendment and restatement of our 2007 Equity Incentive Plan; and

(4)           To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Our Board of Trustees knows of no other business that will be presented for consideration at the meeting.  If any other matter should be properly presented at the meeting or any adjournment or postponement of the meeting for action by the shareholders, the persons named in the proxy form will vote the proxy in accordance with their best judgment on such matter.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to Be Held on June 2, 2010

This proxy statement and the 2009 Annual Report to Shareholders

are available at http://ir.ustoreit.com

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ABOUT THE MEETING

Why am I receiving this proxy statement?

This proxy statement contains information related to the solicitation of proxies for use at our 2010 annual meeting of shareholders, to be held at 9:00 a.m., Eastern Daylight Savings time, on June 2, 2010, at the Dolce Valley Forge Hotel, 301 West DeKalb Pike, King of Prussia, Pennsylvania 19406, for the following proposals:

·                  to elect as trustees eight individuals to serve one-year terms expiring at the 2011 annual shareholders meeting and until their successors are duly elected and qualify;

·                  to ratify the appointment of KPMG LLP as our independent registered public accounting firm;

·                  to approve the amendment and restatement of our 2007 Equity Incentive Plan; and

·                  to transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

This solicitation is made by U-Store-It Trust on behalf of our Board of Trustees.  “We,” “our,” “us” and the “Company” refer to U-Store-It Trust, a Maryland real estate investment trust and its subsidiaries.

Who is entitled to vote at the annual meeting?

Only holders of record of our common shares at the close of business on March 15, 2010, the record date for the annual meeting, are entitled to notice of and to vote at the meeting or any adjournment or postponement of the annual meeting.  Our common shares are the only class of securities entitled to vote at the meeting.

Who can attend the annual meeting?

All holders of our common shares at the close of business on March 15, 2010, the record date for the annual meeting, or their duly appointed proxies, are authorized to attend the annual meeting.  If you attend the meeting, you may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted. Cameras, recording devices, and other electronic devices will not be permitted at the meeting.  If you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of the brokerage statement reflecting your stock ownership as of March 15, 2010, or a legal proxy from your broker.

What will constitute a quorum at the annual meeting?

The presence at the meeting, in person or by proxy, of the holders of a majority of the common shares outstanding at the close of business on March 15, 2010 will constitute a quorum, permitting the shareholders to conduct business at the meeting.  The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be included in the number of shares present at the meeting for the purpose of determining the presence of a quorum.  If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will be considered as present, but will not be voted with respect to that matter.

As of the record date, there were 93,431,364 common shares outstanding.

How do I vote my shares that are held by my bank or broker and what is the effect of a broker non-vote?

If your shares are held by a bank or broker, you should follow the voting instructions provided to you by the bank or broker.  Although most banks and brokers offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements.  If you do not provide voting instructions to your bank or broker, your shares are referred to as “uninstructed shares.”  Whether your bank or broker has the discretion to vote these shares on your behalf depends on the ballot item, as indicated below for each of the proposals.

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What Vote Is Required to Approve Each Proposal?

Voting Rights Generally.  Each common share outstanding on the record date entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. Shareholders have no cumulative voting rights.

Election of Trustees.  Trustees are elected by a plurality of the votes cast at the annual meeting.  Any votes not cast, including abstentions, will have no impact on the vote.

Ratification of KPMG LLP as Our Independent Registered Public Accounting Firm.  Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2010 requires the affirmative vote of a majority of all votes cast on this proposal (which means the votes cast “for” the proposal must exceed the votes cast “against” the proposal).  Accordingly, an abstention will have no effect on the outcome of the vote on this proposal.

Amendment and Restatement of our 2007 Equity Incentive Plan.  Approval of the Amendment and Restatement of our 2007 Equity Incentive Plan requires the affirmative vote of a majority of all votes cast on this proposal, provided that the total votes cast on this proposal must represent over fifty percent of all common shares entitled to vote on this proposal.  For purposes of the requirement that the total votes cast represent over fifty percent of all common shares entitled to vote on the proposal, abstentions will be counted as votes cast and therefore as shares present and entitled to vote at the meeting.  Abstentions will have the effect of a vote against this proposal.

Uninstructed Shares.  Under new rules adopted by the NYSE, its member-brokers are allowed to vote shares held by them for their customers only on matters the NYSE determines are routine, unless the broker has received voting instructions from their customers.  Your broker is prohibited from voting your shares on Proposal 1 (the election of trustees) and on Proposal 3 (amendment and restatement of 2007 Equity Incentive Plan) unless you have given voting instructions to your broker.  The NYSE currently considers Proposal 2 (ratification of KPMG LLP) to be a routine matter.  Your broker, therefore, may vote your shares in its discretion on Proposal 2 if you do not instruct your broker how to vote on Proposal 2.  The NYSE does not consider the proposal to transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting a routine matter, so your broker may not vote on this proposal in its discretion.

If you do not provide voting instructions to your broker and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker non-votes” with regard to that matter. Broker non-votes will be considered to be represented for purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted in the tabulation of the voting results with respect to the election of directors or for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but a broker non-vote will not otherwise affect the outcome of a vote on a proposal that requires a majority of the votes cast. With respect to a proposal that requires a majority of the outstanding shares entitled to vote on the proposal, a broker non-vote has the same effect as a vote against the proposal.

How do I vote?

You or your duly authorized agent may authorize a proxy to vote your shares by completing and returning the accompanying proxy card, or you may attend the meeting and vote in person.

May I change my vote after I return my proxy card?

Yes. You may revoke a previously granted proxy at any time before it is exercised by submitting to our Secretary a notice of revocation or a duly executed proxy bearing a later date, or by attending the meeting and voting in person.

How are proxy card votes counted?

If the accompanying proxy card is properly signed and returned to us, and not revoked, your shares will be voted as directed by you. Unless contrary instructions are given, the persons designated as proxy holders on the proxy card will vote “FOR” the election of all nominees for our Board of Trustees named in this proxy statement, “FOR” the ratification of KPMG LLP as our independent registered public accounting firm, “FOR” the approval of the Amendment and Restatement of our 2007 Equity Incentive Plan and as recommended by our Board of Trustees with regard to any other matters which properly come before the annual meeting, or, if no such recommendation is given, the persons designated as proxy holders on the proxy card will vote in their own discretion.

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What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one account.  To ensure that all of your shares are voted, sign and return each proxy card you receive.

Who pays the costs of soliciting proxies?

We will pay the costs of soliciting proxies. We hired Georgeson Inc. to serve as proxy solicitors for us at a cost of $7,500. In addition to soliciting proxies by mail, our officers, trustees and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse such persons’ out-of-pocket expenses.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final results will be published in our current report on Form 8-K within four business days following the annual meeting.

How can I obtain our Annual Report and Form 10-K?

Our Annual Report to Shareholders and Form 10-K for the fiscal year ended December 31, 2009, are being mailed along with this proxy statement.  These documents are also available electronically on our website at www.ustoreit.com under “Investor Relations.”  Our 2009 Annual Report is not incorporated into this proxy statement and shall not be considered proxy solicitation material.

If you wish to have additional printed copies of our Annual Report to Shareholders and Form 10-K for the fiscal year ended December 31, 2009, as well as a copy of any exhibit specifically requested, we will mail these documents to you without charge. Requests should be sent to: The Secretary of the Company, U-Store-It Trust, 460 East Swedesford Road, Suite 3000, Wayne, Pennsylvania 19087. Our Form 10-K has been filed with the Securities and Exchange Commission, or SEC, and may be accessed from the SEC’s homepage at www.sec.gov.

Who should I contact if I have any questions?

If you have any questions about the annual meeting, these proxy materials or your ownership of our common shares, please contact our Secretary by telephone at (610) 293-5765 or by fax at (610) 293-5720.

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PROPOSAL 1:  ELECTION OF TRUSTEES

Our Board of Trustees is currently comprised of nine trustees, each of whose term expires at the 2010 annual meeting.  The Corporate Governance and Nominating Committee recommended to our Board of Trustees that eight of our current trustees be nominated to stand for re-election as follows:  William M. Diefenderfer III, Harold S. Haller, Daniel B. Hurwitz, Dean Jernigan, Marianne M. Keler, David J. LaRue, John F. Remondi and Piero Bussani.  Pursuant to our Corporate Governance Guidelines, Mr. Dannemiller is not eligible to be nominated for election to our Board of Trustees since he has reached his 72nd birthday.  Our Board of Trustees has taken action to reduce the size of the Board from nine to eight trustees immediately upon the expiration of Mr. Dannemiller’s term at the annual meeting.

The Board of Trustees recommends that shareholders vote in favor of the re-election of each of the eight nominees to serve as trustees until the 2011 annual meeting of shareholders and until their successors are duly elected and qualify. Based on its review of the relationships between the trustee nominees and us, the Board of Trustees affirmatively determined that if these nominees are elected, seven of the eight trustees — William M. Diefenderfer III, Harold S. Haller, Daniel B. Hurwitz, Marianne M. Keler, David J. LaRue, John F. Remondi and Piero Bussani, will be “independent” trustees under the rules of the New York Stock Exchange, or NYSE.

The Board of Trustees knows of no reason why any nominee would be unable to serve as a trustee.  If any nominee is unavailable for election or service, the Board of Trustees may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board of Trustees, or the Board of Trustees may decrease the size of our Board of Trustees, as permitted by our bylaws.  Each nominee has consented to be named in this proxy statement and has agreed to serve if elected.

When considering whether nominees for trustee have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Trustees to satisfy its oversight responsibilities effectively in light of our business and structure, the Corporate Governance and Nominating Committee and the Board of Trustees focused primarily on the information discussed in each of the trustees’ individual biographies set forth below. In particular, with regard to Mr. Diefenderfer, the Board considered his experience serving on boards of directors and his experience and background with regard to accounting matters, which included a term on the Public Company Accounting Oversight Board’s Standing Advisory Group.  With regard to Mr. Bussani, the Board considered his significant experience as a general counsel in the hospitality industry believing that the Company’s business model has similar attributes to those of the hospitality industry and that his combined business and legal experience would help guide the board and management with regard to customer retention, occupancy, and risk mitigation.  With regard to Mr. Haller, the Board considered his extensive corporate management knowledge and experience and the diverse background he would bring to the Board through his experience consulting with clients across a variety of industries on corporate management issues.  With regard to Mr. Hurwitz, the Board considered his knowledge and experience working with real estate investment trusts and believes that his knowledge of the industry will be valuable to management and the Board in helping our management team to establish corporate strategy, policies, goals and objectives for us.  With regard to Mr. Jernigan, the Board considered his experience with real estate investment trusts and in particular his knowledge and experience in the self storage industry.  The Board also considered his knowledge of our business through his service as our Chief Executive Officer.  With regard to Ms. Keler, the Board considered her extensive finance, merger and acquisition, management, governance and risk management experience, including her over 20 years of service as a senior corporate officer at a Fortune 100 financial services company, believing that such background would be valuable to our senior level management team.  With regard to Mr. LaRue, the Board considered his strong financial and audit background with real estate companies, including with Forest City Commercial Group, believing such background would prove invaluable in evaluating and recommending strategic courses of action to management.  The Board also considered his knowledge and involvement in real estate ownership, strategy, operation and investment in connection with his work through Forest City Commercial Group.  With regard to Mr. Remondi, the Board considered his considerable financial management experience, including his service as chief financial officer at a Fortune 100 financial services company, and considers such knowledge to be valuable to us when we examine opportunities and as we move forward with our strategic goals.

Nominees for Election for a Term Expiring at the 2011 Annual Meeting

Set forth below are descriptions of the backgrounds and principal occupations of each of our nominees for trustee, and the period during which he or she has served as a trustee, as of April 8, 2010.

William M. Diefenderfer III, 64, has served as our Chairman of the Board since February 2007 and as a trustee since our initial public offering in October 2004. Mr. Diefenderfer has been a partner in the law firm of Diefenderfer, Hoover, Boyle & Wood since 1991. He served as Chief Executive Officer and President of Enumerate Solutions Inc., a privately-owned technology company that he

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co-founded, from 2000 to 2002. From 1992 to 1996, Mr. Diefenderfer served as Treasurer and Chief Financial Officer of Icarus Aircraft, Inc., a privately-owned aviation technology company. Mr. Diefenderfer served a two-year term on the Public Company Accounting Oversight Board’s Standing Advisory Group from 2004 through 2005. In October 2006, he accepted appointment to the Commission on the Future of American Veterans, the purpose of which is to formulate a clear plan to guide the U.S. Department of Veteran’s Affairs for the next twenty years. Mr. Diefenderfer serves as Vice-Chairman of the Board of Directors of Enumerate Solutions Inc., as well as chairman of its Audit Committee. He currently serves on the board of SLM Corporation, a publicly-traded company more commonly known as Sallie Mae, a leading provider of student loans and administrator of college savings plans. He is a member of Sallie Mae’s Finance Committee.

Piero Bussani, 44, has served as a trustee since February 23, 2010.  Mr. Bussani was appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee. Since December 2004, Mr. Bussani has been General Counsel and Executive Vice President for WHM LLC (aka Luxury Resorts and Hotels), a leading luxury hotel management company that manages hotels and resorts owned by affiliates of the Blackstone Group.  Mr. Bussani is responsible for overseeing and managing the legal, human resources and risk functions for the management and operation of hotels and resorts throughout the U.S. and Caribbean.  From June 1996 through June 2007, Mr. Bussani served as General Counsel and Executive Vice President for Extended Stay America, Inc. and Extended Stay Hotels in Spartanburg, South Carolina.  From July 1995 through June 1996, Mr. Bussani was Senior Real Estate Counsel for Blockbuster Entertainment Group in Fort Lauderdale, Florida.  Mr. Bussani started his career as an associate in the litigation and real estate groups of Arent Fox Kintner Plotkin & Kahn in Washington D.C. where he worked from August 1991 through July 1995.

Harold S. Haller, Ph.D., 71, has served as a trustee since our initial public offering in October 2004. Mr. Haller has been a management consultant since 1967. He formed Harold S. Haller & Company in 1983 to help corporate managers improve quality and productivity in production, marketing, business administration and research and development. Mr. Haller is also a lecturer and a writer of technical papers within his field.  He has been an adjunct professor at Case Western Reserve University for 21 years and is currently the Director of the Case Statistical Consulting Center. Mr. Haller worked closely with Dr. W.E. Deming in Dr. Deming’s four-day management seminars from 1985 until Dr. Deming’s death in 1993 and was retained by companies implementing Dr. Deming’s management philosophy for consulting in quality and risk management. Mr. Haller is the principal consultant for Real World Quality System’s NASA projects and a consultant to T.J. Cross Engineers in Bakersfield, California with respect to Chevron’s Environmental Management Company World Class Execution initiative.

Daniel B. Hurwitz, 46, was appointed by the Board of Trustees on January 25, 2008.  Mr. Hurwitz has been President and Chief Executive Officer of Developers Diversified Realty, a self-administered and self-managed real estate investment trust, or REIT, which acquires, develops, leases and manages shopping centers, since January 2010.  Mr. Hurwitz is responsible for developing, refining and executing Developers Diversified’s corporate strategy, policies, goals and objectives.  Moreover, he is a member of Developers Diversified’s executive management and investment committee. He previously served as President and Chief Operating Officer of Developers Diversified from May 2007 to December 2009, as Senior Executive Vice President and Chief Investment Officer of Developers Diversified from May 2005 to April 2007, and as Executive Vice President of Developers Diversified from June 1999 through April 2005.  Mr. Hurwitz currently serves on the board of directors of Developers Diversified Realty and Macquarie DDR Trust, a real estate investment trust which invests predominantly in U.S. community shopping centers.

Dean Jernigan, 64, has been our Chief Executive Officer since April 2006 and also has served as a member of our Board of Trustees since that time. Mr. Jernigan served as our President from April 2006 to November 2008. From 2004 to April 2006, Mr. Jernigan served as President of Jernigan Property Group, LLC, a Memphis-based company that formerly owned and operated self-storage facilities in the United States.  From 2002 to 2004, Mr. Jernigan was a private investor. From 1984 to 2002, he was Chairman of the Board and Chief Executive Officer of Storage USA, Inc., which was a publicly-traded self-storage REIT from 1994 to 2002. Mr. Jernigan served as a member of the National Association of Real Estate Investment Trusts’ Board of Governors from 1995 to 2002, and as a member of its Executive Committee from 1998 to 2002. Mr. Jernigan currently serves on the board of Thomas & Betts, Inc., a publicly-traded electrical components and equipment company.

Marianne M. Keler, 55, has served as a trustee since March 2007.  From 1985 to February 2006, Ms. Keler served in various positions with SLM Corporation, a publicly-traded company more commonly known as Sallie Mae. From 2005 to 2006, she served as Executive Vice President, Corporate Strategy, Consumer Lending and Administration, where she led several business lines, including SLM Financial. From 2001 to 2004, she was Executive Vice President and General Counsel for SLM.  Ms. Keler was an attorney at the U.S. Securities and Exchange Commission from 1981 to 1984.  She is a partner of Keler-Kershow, LLC, a private law firm, and chairs the board of the American University of Bulgaria as well as the board of Building Hope, a charter school lender.

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David J. LaRue, 48, has served as a trustee since our initial public offering in October 2004. Since March 2010, Mr. LaRue has served as the Executive Vice President and Chief Operating Officer at Forest City Enterprises, Inc., a publicly-traded real estate company.  From 2003 until March 2010, Mr. LaRue served as the President and Chief Operating Officer of Forest City Commercial Group, the largest strategic business unit of Forest City Enterprises, Inc. While at the Commercial Group, Mr. LaRue was responsible for the execution of operating and development plans within the Commercial Group, which owns, develops, acquires and manages retail, office, hotel and mixed-use projects throughout the United States. Mr. LaRue served as Executive Vice President of Forest City Rental Properties from 1997 to 2003. Mr. LaRue has been with Forest City since 1986.  Mr. LaRue serves as a Trustee for the International Council of Shopping Centers.  Additionally, Mr. LaRue is involved as a board member of the following non-profit entities: the Greater Cleveland Sports Commission, the Friends of the Cleveland School of the Arts and Cleveland Leadership Center.

John F. Remondi, 47, has served as a trustee since November 5, 2009.  Mr. Remondi was appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee.  Mr. Remondi is Vice Chairman and Chief Financial Officer of SLM Corporation, a publicly-traded company more commonly known as Sallie Mae.  Prior to rejoining SLM in 2008, Mr. Remondi served as Portfolio Manager to PAR Capital Management Corp. in Boston, Massachusetts, from 2005 to 2008.  From 1999 to 2005, Mr. Remondi served in several financial positions with SLM, including its Executive Vice President, Corporate Finance.  In addition to his experience at SLM Corporation, Mr. Remondi served in corporate finance positions with New England Education Loan Marketing Corporation and BayBank Boston.

Vote Required and Recommendation of Our Board of Trustees

The affirmative vote of a plurality of all the votes cast at the annual meeting is necessary for the election of a trustee.  For purposes of the election of trustees, we will not treat as cast any shares whose ballot is marked as withheld or that are otherwise present at the meeting but for which there is an abstention.

OUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES.

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CORPORATE GOVERNANCE

Committee Charters and Corporate Governance Documents

Our Board of Trustees maintains written charters for all Board committees and has previously adopted corporate governance guidelines and a code of business conduct and ethics.  To view the committee charters, corporate governance guidelines, and code of business conduct and ethics, please visit our website at www.ustoreit.com.  Each of these documents is also available in print, free of charge, to any shareholder who requests them in writing to the Secretary, U-Store-It Trust, 460 East Swedesford Road, Suite 3000, Wayne, Pennsylvania 19087.

Independence of Trustees

NYSE listing standards require listed companies to have a majority of independent board members and to have each of the nominating/corporate governance, compensation and audit committees comprised solely of independent trustees. Under the NYSE listing standards, in order for a trustee to qualify as “independent,” our Board of Trustees must affirmatively determine that the trustee has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).  In addition, the NYSE listing standards provide that a trustee is not independent in the following circumstances:

·                  a trustee who is an employee, or whose immediate family member is an executive officer, of ours or one of our subsidiaries, is not independent until three years after the end of such employment relationship;

·                  a trustee who has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us or one of our subsidiaries, other than trustee and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

·                   (a)            a trustee who is, or whose immediate family member is, a current partner of a firm that is our internal auditor or independent registered public accounting firm;

(b)                                 a trustee who is a current employee of such a firm;

(c)                                  a trustee who has an immediate family member who is a current employee of such a firm and who personally works on our audit; or

(d)                                 a trustee who was, or whose immediate family member was, within the last three years a partner or employee of such a firm and personally worked on our audit within that time;

·                  a trustee who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers at the same time serve or served on the other company’s compensation committee until three years after the end of such service or employment relationship; or

·                  a trustee who is an employee, or whose immediate family member is an executive officer, of another company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2 percent of such other company’s consolidated gross revenues.

For these purposes, an “immediate family” member includes a trustee’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the trustee’s home.

Our Board of Trustees evaluated the status of each trustee and has affirmatively determined, after broadly considering all facts and circumstances, that each of Messrs. Bussani, Dannemiller, Diefenderfer, Haller, Hurwitz, LaRue, and Remondi and Ms. Keler is “independent,” under NYSE listing standards because each has no known relationship (material or otherwise) with us.

In making the foregoing determination, the Board of Trustees was aware that Mr. LaRue was the President and Chief Operating Officer of Forest City Commercial Group, a company from which we leased approximately 8,000 square feet of office space until the lease terminated on January 31, 2009. The Board determined that this does not constitute a relationship, material or otherwise, between us and Mr. LaRue, because Mr. LaRue is not a party to this arrangement and does not derive any benefit from it, and the arrangement is not material to any of the parties.  For more information see the section entitled “Policies and Procedures Regarding Review, Approval or Ratification of Transactions with Related Persons” below.

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Communications with the Board

Shareholders and other interested parties may communicate with the Board of Trustees or with the non-management Trustees, as a group or individually by communicating directly with the Chairman of the Board. Please send any correspondence you may have in writing to the “Chairman of the Board” c/o Secretary of U-Store-It Trust, 460 East Swedesford Road, Suite 3000, Wayne, Pennsylvania 19087, who will then directly forward your correspondence to the Chairman of the Board. The Chairman of the Board will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board of Trustees.

Oversight of Risk Management

We are exposed to a number of risks and we regularly identify and evaluate these risks and develop enterprise-based plans to manage them effectively. Our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer are directly responsible for our enterprise risk management function and report to our Board of Directors and Audit Committee in this regard. In fulfilling their risk management responsibilities, our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer work closely with members of executive and senior management, including our President, the department heads of each Company department, and financial and accounting staff.

Not less than quarterly, the Chief Executive Officer and Chief Financial Officer conduct a risk disclosure meeting with all members of senior management and the heads of each Company department.  Not less than annually, senior management and the heads of each Company department conduct a review of all enterprise risk management policies and procedures and recommend revisions to company controls and policies.  We also retain the use of outside consultants to review risks facing us and to recommend policies and programs to minimize the impact of any risks identified by such consultant.

On behalf of the Board of Directors, the Audit Committee plays a key role in the oversight of our risk management policy. In that regard, the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer regularly meet with the Audit Committee to discuss the risks facing us, highlighting any new risks that may have arisen since they last met. The Audit Committee also reports to the Board of Directors on a regular basis to apprise them of their discussions with the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer regarding our risk management efforts. Finally, the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer reports directly to the Board of Directors on at least an annual basis to apprise them directly of our risk management efforts.

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MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES

Board of Trustees Meetings

During 2009, the Board of Trustees met 8 times, including telephonic meetings. Each trustee is expected to attend, in person or by telephone, all Board meetings and meetings of committees on which he or she serves. During 2009, each trustee attended at least 75 percent of the Board and committee meetings on which he or she served.  Pursuant to our corporate governance guidelines, all of our trustees are expected to attend our annual meetings of shareholders. All of our trustees then serving on our Board attended our 2009 annual shareholders meeting.

Non-Executive Chairman of the Board; Executive Sessions

William M. Diefenderfer III serves as Non-Executive Chairman of the Board. We believe that separating the positions of Chairman and Chief Executive Officer (CEO) is currently appropriate for us given Mr. Diefenderfer’s strong business, legal, accounting and management experience and his knowledge and experience with our company.  Additionally, separating the positions of Chairman and CEO allows our CEO to focus on growing our business and implementing our strategic business plans.  The Non-Executive Chairman of the Board is charged primarily with:

·                  presiding over meetings of our Board and shareholders, including executive sessions of the non-management trustees;

·                  establishing an agenda and setting the timing and length for each Board meeting in collaboration with our CEO and other trustees and meeting with our CEO following each meeting to discuss any open issues and follow-up items;

·                  facilitating and coordinating communication among the non-management trustees and our CEO and an open flow of information between management and our Board;

·                  facilitating and coordinating communication among our shareholders and our Board;

·                  periodically meeting with each non-management trustee;

·                  serving as an ex-officio member of each board committee;

·                  providing assistance to and consulting with our CEO, as necessary;

·                  coordinating the periodic review of management’s strategic plan; and

·                  performing such other duties and services as our Board may require.

Pursuant to our corporate governance guidelines and the NYSE listing standards, in order to promote open discussion among independent trustees, our Board of Trustees devotes a portion of each regularly scheduled Board meeting to sessions of non-management trustees without management participation.  The Chairman of the Board presides over these sessions.

Board Committees

The Board of Trustees has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. All members of these committees are “independent” of us as that term is defined in the NYSE listing standards.  Our Board of Trustees has adopted a written charter for each of its standing committees. The full text of each charter is available on our website at website at www.ustoreit.com under “Investor Relations.”

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The table below provides current membership information for each of the Board committees and the number of meetings held by each committee during 2009:

(1)                      Mr. Diefenderfer, our Chairman of the Board, serves as an ex officio member of each committee.

(2)                    Mr. Bussani has served as a member of the Compensation Committee and Corporate Governance and Nominating Committee since February 23, 2010.

Audit Committee

The principal purposes of the Audit Committee are to assist the Board of Trustees in the oversight of:

·                  the integrity of our financial statements;

·                  our compliance with legal and regulatory requirements;

·                  the qualification and independence of our independent registered public accounting firm; and

·                  the performance of our internal audit function and independent registered public accounting firm.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and is also responsible for reviewing with our independent registered public accounting firm any audit problems or difficulties they encounter in the course of their audit. The Audit Committee is also charged with the tasks of reviewing our financial statements, any financial reporting issues and the adequacy of internal controls with management and our independent registered public accounting firm.

Our Audit Committee’s written charter requires that all members of the committee meet the independence, experience, financial literacy and expertise requirements of the NYSE, the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, as amended, or Exchange Act, and applicable rules and regulations of the SEC, all as in effect from time to time. All of the members of the Audit Committee meet the foregoing requirements. The Board of Trustees determined that Messrs. LaRue and Remondi are each an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Compensation Committee

The principal purposes of the Compensation Committee are to:

·                  review and approve our corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve, either as a committee or with our other independent trustees, the appropriate level and structure of the Chief Executive Officer’s compensation;

·                  determine and approve, either as a committee or together with our other independent trustees, the compensation of the other executive officers;

·                  review and recommend succession plans for our key officers;

·                  make recommendations to the Board of Trustees regarding compensation of trustees; and

·                  recommend, implement and administer our incentive and equity-based compensation plans.

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In carrying out its duties, the Compensation Committee has sole authority, pursuant to its charter, to retain advisors, including compensation consultants to advise the Compensation Committee on executive compensation matters. The Compensation Committee engaged Towers Perrin, an independent compensation consultant, to review our existing compensation and benefits program, analyze competitive market compensation practices and make recommendations on our 2009 executive compensation program.  The Compensation Committee also has authority to delegate to one or more subcommittees as it deems necessary and appropriate.

The Chairman of the Compensation Committee sets the agenda for its meetings in consultation with our Secretary. Our Chief Executive Officer regularly attends meetings of the Compensation Committee and makes recommendations with respect to compensation of executive officers who report directly to him. The Board of Trustees has authority to approve grants of equity-based awards to our trustees.  The Compensation Committee has authority to approve grants of equity-based awards to our executive officers and employees. The Board of Trustees has delegated to our Chief Executive Officer the authority to make one-time grants of equity-based awards to non-executive new hires in an amount not to exceed the equivalent of $100,000, and the Chief Executive Officer must regularly report to the Compensation Committee information concerning the grants that are made pursuant to this authority. The Board of Trustees has not delegated authority with respect to executive or trustee compensation to any other group or person.

Compensation Committee Interlocks and Insider Participation

Mr. Dannemiller, Mr. Haller and Mr. Hurwitz served on the Compensation Committee during 2009. None of the members of the Compensation Committee during 2009 or as of the date of this proxy statement is or has been an officer or employee of ours and no executive officer of ours served on the compensation committee or board of any company that employed any member of our Compensation Committee or Board of Trustees.

Corporate Governance and Nominating Committee

The principal purposes of the Corporate Governance and Nominating Committee are to:

·                  identify individuals that are qualified to serve as trustees;

·                  recommend such individuals to the Board of Trustees, either to fill vacancies that occur on the Board of Trustees from time to time or in connection with the selection of trustee nominees for each annual meeting of shareholders;

·                  periodically assess the size of the Board of Trustees to ensure it can effectively carry out its obligations;

·                  develop, recommend, implement and monitor our corporate governance guidelines and our code of business conduct and ethics;

·                  review any related party transactions and procedures for evaluating and approving such transactions;

·                  oversee the evaluation of the Board of Trustees and management; and

·                  ensure that we are in compliance with all NYSE corporate governance listing requirements.

The Board of Trustees has adopted a policy to be used for considering potential trustee candidates to continue to ensure that our Board of Trustees consists of a diversified group of qualified individuals that function effectively as a group. The policy provides that qualifications and credentials for consideration as a trustee nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Trustees. However, at a minimum, candidates for trustee must possess:

·                  the highest professional and personal ethics and values;

·                  a commitment to enhancing shareholder value;

·                  broad experience at the policy-making level in business, government, education, technology or public interest;

·                  an ability to provide insights and practical wisdom based on experience and expertise;

·                  a willingness and ability to devote adequate time and resources to diligently perform Board duties;

·                  a reputation, both personal and professional, consistent with our image and reputation; and

·                  an ability to exercise sound judgment and make independent analytical inquiries.

In addition to the aforementioned minimum qualifications, the Corporate Governance and Nominating Committee also believes that there are other qualities and skills that, while not a prerequisite for nomination, should be taken into account when considering whether to recommend a particular person. These factors include:

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·                  whether the person possesses specific expertise and familiarity with general issues affecting our business;

·                  whether the person’s nomination and election would enable the Board of Trustees to have a member that qualifies as an “audit committee financial expert” as such term is defined by the SEC;

·                  whether the person would qualify as an “independent” trustee under the NYSE listing standards and our corporate governance guidelines;

·                  the importance of continuity of the existing composition of the Board of Trustees; and

·                  the importance of a diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

The Corporate Governance and Nominating Committee will seek to identify trustee candidates based on input provided by a number of sources, including (a) Corporate Governance and Nominating Committee members, (b) other members of the Board of Trustees and (c) our shareholders. The Corporate Governance and Nominating Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates.  In 2009, the Corporate Governance and Nominating Committee retained the services of the National Association of Corporate Directors, or NACD, to identify potentially qualified candidates for the Board.

As part of the identification process, the Corporate Governance and Nominating Committee determines the optimal size of the Board, assessing the future needs based on anticipated trustee vacancies and willingness of existing trustees to continue to serve as trustees if re-nominated. Once a trustee candidate has been identified, the Corporate Governance and Nominating Committee will evaluate the candidate in light of his or her qualifications and credentials, and any additional factors that it deems necessary or appropriate. Existing trustees who are being considered for re-nomination are re-evaluated as part of the Corporate Governance and Nominating Committee’s process of recommending trustee candidates. The Corporate Governance and Nominating Committee will consider all persons recommended by shareholders in the same manner as all other trustee candidates provided that such recommendations are submitted in accordance with the procedures set forth in our bylaws. For more information see the section entitled “Other Matters — Shareholder Proposals and Nominations for the 2011 Annual Meeting” below.

After completing the identification and evaluation process described above, the Corporate Governance and Nominating Committee recommends to the Board of Trustees the nomination of a number of candidates equal to the number of trustees expected to be elected at the next annual meeting of shareholders. The Board of Trustees selects the trustee nominees for shareholders to consider and vote upon at the annual meeting.

Former Trustee

On November 5, 2009, Charles E. Andrews resigned from the Board and John F. Remondi was appointed to the Board.  Mr. Andrews served as an independent member of our Board of Trustees pursuant to the NYSE.

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TRUSTEE COMPENSATION

Trustee Compensation Table for 2009

The table below shows the actual amounts earned by our trustees for their service during 2009. As an employee of the Company, Mr. Jernigan does not receive compensation for his service as a trustee.  Compensation paid to Mr. Jernigan can be found in the table captioned “Summary Compensation Table for 2009.”

(1)          Each person listed served as our trustee for all of 2009, except that Mr. Remondi joined the Board on November 5, 2009.  A former trustee, Mr. C.E. Andrews, resigned from the Board on November 5, 2009.  All unvested shares held by Mr. Andrews on the date of his resignation were forfeited.

(2)          Includes fees paid in connection with: (a) the annual retainer for service on the Board; (b) the annual retainer for service on the Audit Committee, Compensation Committee and the Corporate Governance and Nominating Committee, as applicable; and (c) the annual retainer for the Chairman of the Board and the Chairman of the Audit Committee, Compensation Committee and the Corporate Governance and Nominating Committee, as applicable.

(3)          On January 23, 2009, each trustee was granted 15,831 restricted shares, which vest one year from the grant date.  The amounts listed in this column reflect the grant date fair value of the award in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation— Stock Compensation (“FASB ASC Topic 718”).  Assumptions used in the calculation of these amounts are included in Note 14, “Share-Based Compensation Plans,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2010.  As of December 31, 2009, each of the non-employee trustees named above had 15,831 unvested restricted shares outstanding, except for Mr. Andrews and Mr. Remondi who had no outstanding unvested restricted shares.

(4)          All other compensation includes dividends paid on unvested restricted shares, deferred shares under the old trustee deferred compensation plan and dividend equivalents paid on phantom shares issued under the new deferred compensation plan.  See “Trustees Deferred Compensation Plan” below.

Cash Compensation

For 2009, cash compensation to our independent trustees consisted of the following payments: (i) annual retainer for service on the Board of $25,000; (ii) annual retainer of $25,000 for the Chairman of the Board; (iii) annual retainer of $10,000 for the chairman of the Audit Committee; (iv) annual retainer of $7,500 for service as chairman for each of the Compensation Committee and the Corporate Governance and Nominating Committee; and (v) an additional annual retainer of $7,500 for each committee on which a trustee serves.  Non-employee trustees may receive additional fees for service on strategic initiative or other special committees that the Board of Trustees may from time to time establish.  For 2010, we increased the compensation payable to the Chairman of the Board from $25,000 to $50,000; the Audit Committee Chairman from $10,000 to $20,000; to each Audit Committee member from $7,500 to $10,000; and the Compensation Committee Chairman from $7,500 to $12,500.

Equity Awards

In addition to the cash compensation paid to independent trustees for their Board service, for 2009 we granted to each independent trustee a number of restricted shares equal to $60,000 in value, which is adjusted using a valuation model based on the average of the trailing 30 day closing price for our common shares preceding the date of grant, and which reflects factors such as risk of forfeiture, dividend yield and vesting term.  The restricted shares vest on the first anniversary of the grant date.  For 2010, we will grant to each independent trustee a number of restricted shares equal to $70,000 in value.

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Trustees Deferred Compensation Plan

In December 2006, our Board of Trustees approved the U-Store-It Trust Trustees Deferred Compensation Plan (“Deferred Trustees Plan”), which was amended in December 2008 in order to bring such plan into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, or the “Code.”  New deferrals under the former deferred compensation plan were suspended upon adoption of the new Deferred Trustees Plan.  At December 31, 2009, an aggregate of 14,782 deferred shares were outstanding under the former plan (which includes 2,342 deferred shares allocated to the accounts of plan participants from reinvestment of dividend equivalents).

Pursuant to the new Deferred Trustees Plan, the Board of Trustees designated non-employee trustees as eligible participants. Participants may elect each plan year to defer all or a portion of their compensation and have such amounts credited to accounts until distributed in accordance with the plan and the participants’ distribution elections.  Each distribution account is credited with the returns of the investment options selected by plan participants, which include investment options that are available in our 401(k) plan, or such other investment funds as the Board of Trustees may designate from time to time.  At December 31, 2009, an aggregate of approximately 64,097 phantom shares were allocated to the accounts of plan participants, including phantom shares resulting from reinvestment of dividend equivalents.

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EXECUTIVE OFFICERS

Set forth below is background information on each of our executive officers as of April 8, 2010, other than Mr. Jernigan, whose background is described above under “Election of Trustees — Nominees for Election for a Term Expiring at the 2011 Annual Meeting.”

Christopher P. Marr, 45, has served as our President and Chief Investment Officer since November 2008. Mr. Marr served as our Chief Financial Officer from June 2006 to November 2008 and Treasurer since August 2006. Mr. Marr was Senior Vice President and Chief Financial Officer of Brandywine Realty Trust, a publicly-traded office REIT, from August 2002 to June 2006. Prior to joining Brandywine Realty Trust, Mr. Marr served as Chief Financial Officer of Storage USA, Inc., a publicly-traded self-storage REIT, from 1998 to 2002.

Timothy M. Martin, 39, has served as our Chief Financial Officer since November 2008. Mr. Martin served as our Senior Vice President and Chief Accounting Officer from December 2006 to November 2008. He previously was employed by Brandywine Realty Trust from 1997 to December 2006, serving as Vice President, Finance and Treasurer from January 2006 to December 2006, as Brandywine’s Principal Financial Officer from May 2006 to December 2006, as Vice President and Chief Accounting Officer from March 2004 to January 2006, and as Director, Financial Analysis from 2001 to March 2004.  Prior to joining Brandywine, Mr. Martin served as a member of the audit staff of Arthur Andersen, LLP’s Philadelphia office, specializing in real estate.

Jeffrey P. Foster, 40, has served as our Senior Vice President, Chief Legal Officer and Secretary since February 2009.  From April 2003 to February 2009, Mr. Foster served as Senior Vice President and Associate General Counsel of Gramercy Realty, a division of Gramercy Capital Corp., a publicly traded office REIT (formerly known as American Financial Realty Trust).  Prior to joining American Financial Realty Trust, Mr. Foster was an associate with Morgan, Lewis & Bockius, LLP from 1999 to 2003.

Steven P. Hartman, 36, has served as our Senior Vice President of Marketing since January 2010.  From February 2001 to December 2009, Mr. Hartman served in various positions with eBay, Inc., most recently as Senior Director of the eBay Partner Network.  Mr. Hartman served in other positions with eBay, Inc. including Director, Onsite Advertising; Director, Marketplaces Reporting & Metrics; Senior Manager, Information Delivery; and Manager, Analytical Applications.  Prior to his work with eBay, Mr. Hartman was a consultant with Accenture.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on the Compensation Committee’s review of, and discussions with management with respect to, the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee determines the compensation for our executive officers, sets corporate goals and objectives with respect to executive compensation, evaluates performance against those goals and objectives, and determines the appropriate level and structure of executive compensation based on its evaluation. In carrying out these duties, the Compensation Committee considers, among other things, analyses from Towers Perrin, its independent compensation consultant through August 5, 2009 and Gressle & McGinley LLC, its independent compensation consultant thereafter.  Discussed below is our philosophy with respect to, and our objectives in setting, executive compensation. As a part of this discussion, we also outline the elements of compensation awarded to, earned by, or paid to the named executive officers.

Compensation Philosophy and Objectives

We desire to build and maintain a superior executive management team to forge our business strategy and lead us to profitable growth. We believe success in accomplishing these goals will, in part, depend on the effectiveness of our executive compensation programs, which are designed to compensate and reward executive officers for the achievement of corporate goals and desired business results and for their personal contributions in the execution of our business strategy. Excellence in corporate and individual performance is our primary objective, and tying a significant portion of overall executive compensation to the achievement of our corporate goals is our philosophy.  The Compensation Committee believes that the most effective executive compensation programs are designed to reward the achievement of specific annual, long-term and strategic goals that align executives’ interests with those of the shareholders by rewarding performance above established goals, with the ultimate objective of improving shareholder value.

In setting executive compensation, we endeavor to:

·                  provide compensation that is sufficient to attract and retain the very best possible executive talent;

·                  provide a significant portion of total compensation linked to achieving performance goals that we believe will create shareholder value in the short and long-term to ensure that executive officers maintain an ongoing personal stake in our company; and

·                  encourage executive officers to achieve superior individual performance.

2009 Executive Compensation Program

The Compensation Committee engaged Towers Perrin, an independent compensation consultant, to review our existing compensation and benefits program, analyze competitive market compensation practices and make recommendations on our 2009 executive compensation program to achieve the objectives described above.  Representatives of Towers Perrin were present at several of the Committee’s meetings and met with the Committee in executive session, where no members of management were present.

Towers Perrin provided the Compensation Committee multiple market reference points, including compensation data compiled from (a) proxy statements from a group of 24 REITs with a median market capitalization of $1.6 billion, (b) survey data from 35 comparably-sized general industry companies with a median market capitalization of $1.2 billion and (c) proxy statements from our three publicly-traded self-storage REIT peers.

As part of the Compensation Committee’s process in designing a compensation program, it carefully considered the appropriate market reference point for determining pay competitiveness and determined that the comparative group for benchmarking purposes should represent the marketplace in which we are likely to compete for talent.  Challenges that faced the Compensation Committee in determining a comparative peer group included the short tenure of our named executive officers; market data specific to our self-storage peers is limited to three companies; and compensation for chief executive officers in the REIT industry is somewhat different than other executives as it is common within the REIT industry for the chief executive officer also to be a founder of the company.  The Compensation Committee reviewed and discussed the compensation data compiled by Towers Perrin.  In light of the top talent recruited from different industries, the caliber and diverse backgrounds of our named executive officers, the challenging environment facing our management team and our desire to retain a superior executive management team, the Compensation Committee considered and established executive compensation levels to reflect these diverse factors.

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Listed below are the companies that comprise the peer groups reviewed by the Compensation Committee.

General Industry Peer Group Companies (35)

REIT Peer Group Companies (24)

Storage REIT Peer Group Companies (3)

Compensation Components

Shown in the table below are the material components of compensation set in 2009 for executive officers, the program design for each component and the objective of each component.  Using the market data provided by Towers Perrin and the desire to retain a superior executive management team, the Compensation Committee determined the appropriate percentages of salary, short term and long term incentive components.  There is no predefined or desired weighting among salary, short term and long term incentives to achieve the goals established by the Compensation Committee.  Pay decisions for 2009 were made in the fourth quarter of 2008.

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Total Cash Compensation

Base Salary.  Base salary is the fixed component of pay for our named executive officers and is intended to compensate for ordinary job duties.  Factors considered in determining base salaries included the executive’s scope of responsibilities, a market competitive assessment of similar roles at a peer group of general industry companies, and the performance of the individual executive.  The base salaries of executive officers, other than the CEO, were set by the Compensation Committee after discussions with the CEO regarding each individual’s accomplishments, areas of strength and opportunities for development.  The salary of the CEO was set after each Trustee completed a performance evaluation of the CEO, the results of which were summarized and reviewed by the Chairman of the Compensation Committee with Committee members and with the CEO.  After review and discussion, the Compensation Committee left 2009 base salaries for executive officers unchanged from 2008 and 2007 levels except with respect to Mr. Martin.  Mr. Martin’s salary was increased from $225,000 to $275,000 to reflect his promotion in November of 2008 to Chief Financial Officer and to help bring his total compensation package in line with the targeted total compensation level for a Chief Financial Officer.

Annual Incentive.  We believe that the annual incentive is an important element of executive compensation to achieve our objectives of attracting and retaining executive talent, encouraging superior individual performance, and more importantly, achieving our corporate goals and objectives.  The Compensation Committee approved a targeted cash annual incentive opportunity for each executive officer that correlated to specific performance achievements.  Annual incentive compensation for 2009 was comprised of three elements — capital raising and debt refinancing weighted at 50%, FFO goals weighted at 25%, and individual goals weighted at 25%.  The capital raising and debt refinancing goals approved by the Committee were set as follows:  threshold $120,000,000; target $150,000,000; and maximum $250,000,000.  FFO, a common measure of profitability for REITs, is calculated using earnings per share determined under generally accepted accounting principles, and adding real estate depreciation and minority interest.   The Committee approved the following 2009 FFO goals:  threshold $0.70 per share; target $0.80 per share; and maximum $0.90 per share.  Individual goals are tailored to each executive’s duties to us and for 2009 primarily included a subjective assessment of capital raising or refinancing efforts.

The target annual incentive award is a percentage of the 2009 base salary for each executive officer as follows: Mr. Jernigan, 100%; Mr. Marr, 80%; Mr. Martin, 60%; and Mr. Foster, 55%. Performance above and below targeted levels results in a pro-rated award of 50% of target for threshold performance and 200% of target for maximum performance, except that the maximum percentage achievable for individual goals is limited to 150% of target.  Payouts were interpolated for performance between threshold, target and maximum levels.  The table below lists the payouts that could have been achieved at threshold, target and maximum performance, and the actual annual incentive compensation paid under each component as a result of 2009 performance.

(1)          Mr. Foster’s employment commenced February 17, 2009 and his annual incentive award was pro-rated for 2009.

We exceeded the maximum target performance for capital raising/debt refinancing, raising $875 million.  As a result, the Compensation Committee awarded the capital raising/debt refinancing portion of the annual incentive compensation to each named executive officer at the maximum payout level (200% of target for the 50% portion related to company performance goals). In light of the August 2009 common equity follow-on offering that added an additional $161 million of capital in addition to the approximately $714 million previously raised by us during 2009, the Compensation Committee determined that is was appropriate for it to exercise its discretion and adjust the FFO per share targets to reflect the FFO per share dilution from the timing and size of this offering. After considering this adjustment, we met the target performance for FFO.  As a result, the Compensation Committee awarded the FFO portion of the annual incentive compensation to each named executive officer at the target payout level (100% of target for the 25% portion related to company performance goals).  In addition, the Compensation Committee awarded the individual portion of the annual incentive compensation to each named executive officer at the maximum payout level (200% of target for the 25% portion related to individual goals) in recognition of the achievement of their individual management objectives, primarily the sourcing of over $1 billion of capital raising opportunities, the successful nature of the follow-on equity offering and the closing on a new $450 million secured credit facility, the closing on a joint venture transaction, as well as execution on the asset disposition and other secured

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financing initiatives.  In addition, the Committee recognized the achievement of certain strategic plan objectives, including the completion of performance evaluations for all executive officers, establishing a call center, and enhanced internal reporting.

Long-Term Incentive.  We believe that long-term incentive compensation is an important element in providing competitive compensation and, because such awards have a basis in our common shares, helps to ensure that executive officers maintain an ongoing personal stake in the achievement of superior corporate performance.  In January 2009, the Compensation Committee awarded a target grant level for long-term incentive compensation for each executive officer as follows:

(1) Represents pro-rated portion of $230,000 award.

These amounts were established based on achievement of corporate goals and objectives, individual performance, and for the additional reasons discussed under “2009 Executive Compensation Program.”  Long-term incentive compensation award values were allocated 50% in stock options and 50% in time-vested restricted shares. The actual number of restricted shares and options received by each of our named executive officers in 2009 as a result of the long term incentive award is set forth below under “Executive Compensation — Grants of Plan Based Awards Table.”  Mr. Jernigan will not be able to achieve the full value of his target grant level ($1,250,000) because he is unable to receive 100% of his options due to NYSE rules and our 2004 and 2007 Equity Incentive Plans limit the number of restricted shares that may be granted to any participant in one year to 100,000.  As a result of these restrictions, Mr. Jernigan received 58.6% of the target grant for long-term incentive compensation established by the Compensation Committee.

The stock options and time-vested restricted shares vest ratably over three years beginning on the first anniversary of the date of grant, and the stock options have a term of 10 years and an exercise price equal to the closing price of our common shares on the date of grant.

Dividends are paid on time-vested restricted shares prior to vesting, which is consistent with the competitive practices among REITs and recognizes the competitive orientation of the awards.  Unvested shares are subject to forfeiture if the executive’s employment terminates prior to the vesting date for any reason other than disability, death or a change in control.

2010 Compensation Actions

In setting executive compensation for the current fiscal year, the Compensation Committee, upon the recommendation of the CEO, determined that no salary increases or increases in the levels of annual and long-term incentive compensation should be approved for the named executive officers as of the date of this Proxy Statement.  Long-term incentive compensation award values were allocated 50% in stock options and 50% in time-vested restricted shares.  In determining the value of the stock options granted to our executives, the Compensation Committee used an economic value model to determine the allocated compensation award values for stock options.  Finally, the Compensation Committee established annual incentive compensation goals for 2010 comprised of four elements — total shareholder return weighted at 50%, same store EBITDA growth weighted at 30%, a Board evaluation weighted at 10%, and individual goals weighted at 10%.  The total shareholder return goals approved by the Committee were set as follows:  threshold 7%; target 8%; and maximum 10%.  The Committee approved the following same store EBITDA growth goals:  threshold (5.5%); target (3.5%); and maximum (0.5%).  The Board’s evaluation of management and establishing individual goals will be tailored to each executive’s duties to the Company and include a subjective assessment of management’s performance, new programs and strategic initiatives.

Other Compensation Elements

Employment Agreements.  We have employment agreements with each of Messrs. Jernigan, Marr, Martin and Foster.  We have summarized the material terms of these agreements under the heading “Employment Agreements and Potential Payments Upon Termination or Change in Control.”

Deferred Compensation Benefits.  In December 2006, the Compensation Committee approved the U-Store-It Trust Executive Deferred Compensation Plan (amended in December 2008 in order to bring such plan into compliance with Section 409A of the Code), which permits employees with the title of vice president or above, including our executive officers, to defer receipt of all or a portion of their salary and annual incentive and have that deferred compensation credited to accounts until distributed in accordance with the Plan and their elections. Under the Plan, we credit to each participant’s account a matching deferred compensation amount

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that is equal to the difference between the total matching contribution we would have made under our 401(k) plan without regard to the limits imposed by the Code and the actual matching contribution that we make under the 401(k) plan.

Perquisites and Personal Benefits.  We do not provide any significant perquisites to our executive officers.  During 2009, we provided the use of a company car and executive medical coverage to each of our named executive officers.  While these benefits were not tied to any formal performance criteria, they were intended to serve as part of a competitive total compensation program.

Additional Compensation Principles

Policy on Grants of Equity Awards.  The Board of Trustees adopted a Policy Statement on the Grant of Equity Awards to ensure compliance with securities, tax and accounting rules and regulations, and adherence to best corporate governance practices in granting equity-based compensation. This Policy provides that the Board of Trustees has sole authority to approve equity awards to our trustees and the Compensation Committee has sole authority to approve equity awards to our executive officers.  The Policy further provides that the grant date shall be the date of the meeting at which the award is approved by the Board or the Compensation Committee, as the case may be, except that, with respect to new hires, the date of the award shall be the later of the first date of employment of such person or the date approval for the grant is obtained from the Board or the Compensation Committee. Under no circumstances will the grant date for any equity award be any earlier than the date on which action is taken to approve such award.  The exercise price of equity awards shall be the closing price for our common shares on the NYSE on the date of grant. As a part of this Policy, the Board of Trustees delegated authority to Mr. Jernigan to make one-time grants of equity-based awards to non-executive new hires in an amount not to exceed the equivalent of $100,000, and Mr. Jernigan must make regular reports to the Compensation Committee regarding awards granted pursuant to this authority. We believe this delegation of authority facilitates improved efficiency in recruiting key new non-executive employees.

Risk Guidelines.  The structure of our compensation program was designed to discourage our executives from engaging in unnecessary and excessive risk taking.  Executive attention is to be focused on key strategic, operational and long-term financial measures, including FFO growth.  In addition, the Compensation Committee considers the annual and progressive achievement of personal goals of each executive, including leadership, scope of responsibilities and experience.  By focusing on the long-term achievement of corporate and personal goals, we discourage our executives from engaging in unnecessary and excessive risk taking.

Share Ownership Guidelines.  We maintain share ownership guidelines for our named executive officers as the Committee believes that executive officers should maintain a material personal financial stake in us to promote strong alignment between the interests of management and shareholders.  Within a five-year period of his or her appointment, we expect each named executive officer to acquire and maintain ownership in our common shares having a market value equal to the following: five times annual base salary for the Chief Executive Officer; three times annual base salary for the President and Chief Financial Officer; and two times annual base salary for all other executive officers. The Board of Trustees annually reviews progress toward achieving these ownership levels.  Given the recent hiring dates of the senior management team, executive officers have yet to achieve their ownership guideline level.

Tally Sheets.  In considering executive compensation decisions, the Compensation Committee reviews tally sheets prepared for each named executive officer.  The tally sheets present the dollar amounts of each component of compensation awarded to the named executive officers, including base salary, annual incentive, accumulated deferred compensation balances, outstanding equity awards, defined contribution retirement plan, potential payments under each named executive officer’s employment agreement, severance payments, perquisites and other benefits.  The overall purpose of the tally sheets is to bring together, in one place, all of the elements of actual and potential future compensation in certain circumstances so that the Compensation Committee may analyze both the individual elements of compensation (including the compensation mix), as well as the aggregate total amount of compensation.

Tax Compliance Policy.  The Compensation Committee reviewed the potential consequences for us of Section 162(m) of the Code, which imposes a limit on tax deductions for annual compensation in excess of $1 million paid to any of the named executive officers. To the extent that compensation is required to and does not qualify for deduction under Section 162(m), a larger portion of shareholder distributions may be subject to federal income tax expense as dividend income rather than return of capital, and any such compensation allocated to our taxable REIT subsidiaries whose income is subject to federal income tax would result in an increase in income taxes due to the inability to deduct such compensation. Although we will be mindful of the limits imposed by Section 162(m), even if it is determined that Section 162(m) applies or may apply to certain compensation packages, we nevertheless reserve the right to structure the compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m).

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Tax and Accounting Implications of Each Form of Compensation.

·                  Salary is expensed when earned and is not deductible over $1 million for covered employees.

·                  Annual incentives are expensed during the year when payout is probable.  The portion to be paid on the basis of FFO meets the requirements of Section 162(m) of the Code and is deductible.  The portion paid on the basis of individual goals is not deductible over $1 million under Section 162(m) of the Code for covered employees.

·                  Stock options are expensed over the shorter of the vesting period or the service period.  Our equity incentive plans have been approved by shareholders and awards are deductible under Section 162(m) of the Code.

·                  Performance-vested restricted shares are expensed over the performance and service period when payout is probable.  Section 162(m) of the Code may limit the deductibility of the compensation paid pursuant to these awards.  We did not grant any performance-vested restricted shares in 2009.

·                  Restricted shares are expensed over the service period.  Our equity incentive plans have been approved by shareholders but restricted shares are not deductible over $1 million under Section 162(m) of the Code for covered employees.  The restricted shares granted to the named executive officers in 2009 were deductible.

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EXECUTIVE COMPENSATION

The following tables and narrative summarize the compensation for the years ended December 31, 2007, December 31, 2008 and December 31, 2009, paid to or earned by our Chief Executive Officer, Chief Financial Officer and two other executive officers.

Summary Compensation Table for 2009

(1)          Mr. Jernigan has served as our Chief Executive Officer since April 2006 and as our President from April 2006 to November 2008.

(2)          Mr. Marr has served as our President and Chief Investment Officer since November 2008. Mr. Marr served as our Chief Financial Officer from June 2006 to November 2008 and Treasurer since August 2006.

(3)          Mr. Martin has served as our Chief Financial Officer since November 2008. From December 2006 to November 2008, Mr. Martin served as our Senior Vice President and Chief Accounting Officer.

(4)          Mr. Foster has served as our Senior Vice President, Chief Legal Officer and Secretary since February 2009.

(5)          The amounts listed in the Stock Awards and Option Awards columns represent the grant date fair value of restricted shares and option awards granted to the named executive officers under our equity incentive plans. Such amounts were calculated in accordance with the provisions of FASB ASC Topic 718.  Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Please refer to Note 14, “Share-Based Compensation Plans,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 1, 2010 for the relevant assumptions used to determine the grant date fair value of our share and option awards. The value of each of the awards granted to the named executive officers in 2009 is listed in the table captioned “Grants of Plan-Based Awards for 2009.”

(6)          The amounts reported in the All Other Compensation column reflect in the year indicated, for each named executive officer, the sum of (a) the aggregate incremental cost to us of all perquisites and other personal benefits, including personal use of a company car and executive medical insurance; (b) the amounts contributed by us to the U-Store-It, L.P. 401(k) Retirement Savings Plan;  (c) amounts contributed by us to the executive under the U-Store-It Trust Executive Deferred Compensation Plan; and (d) the dollar value of dividends on unvested restricted shares.  The aggregate incremental cost to us to provide a company car is based on the actual lease cost incurred for the automobile provided to each of the named executive officers plus expenses for fuel, maintenance and insurance. For purposes of calculating this amount, we disregarded business usage and assumed 100 percent personal usage. The aggregate incremental cost of executive medical insurance is based on the difference between the actual premium we pay for executive medical insurance for the named executive officers and the actual cost we incurred in providing family medical coverage for our general employee population.

Listed in the table below are the dollar values of the amounts reported in this column for 2009.

Grants of Plan-Based Awards for 2009

The following table and narrative provide information about plan-based awards granted during 2009 to the named executive officers.  Each were eligible to receive the two types of plan-based awards described below as a part of the 2009 Executive Compensation Program approved by the Compensation Committee and the independent members of the Board of Trustees.

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(1)          Listed in these columns are the amounts that could have been paid at each stated level of performance for the annual incentive compensation under the 2009 Executive Compensation Program. For a detailed description of the annual incentive awards see “Total Cash Compensation — Annual Incentive” in the section entitled “Compensation Discussion and Analysis.” The “Threshold” column represents the minimum amount payable when threshold performance is met.  The “Target” column represents the amount payable if the specified performance targets are reached.  The “Maximum” column represents the maximum payment possible.  See the table captioned “Summary Compensation Table for 2009” for the actual amounts paid to each named executive officer for the 2009 annual incentive compensation.

(2)          This column shows the grant date fair value of the equity awards granted in accordance with FASB ASC Topic 718, but excludes any forfeiture assumptions related to service-based vesting conditions, as prescribed by the rules of the SEC.

Restricted Shares — These awards vest ratably over a three-year period (other than with respect to a grant of 2,500 restricted shares to Mr. Foster which were not part of the long term incentive award granted to Mr. Foster and vested immediately upon grant), one-third per year on the first three anniversaries of the grant date, provided that the named executive officer is employed with us on the vesting date. The named executive officers are entitled to vote these restricted shares and to receive dividends on them at the same rate as paid to all other shareholders.

Options — The nonqualified options have a ten-year term and entitle the named executive officer to purchase the number of our common shares specified.  The right to purchase the common shares vests ratably over a three-year period, one-third per year on the first three anniversaries of the grant date, provided that the named executive officer is employed with us on the vesting date.

Each of the restricted share awards set forth in the table above were granted pursuant to the U-Store-It Trust 2004 Equity Incentive Plan and each of the option awards  to purchase shares of our common stock set forth in the table above were granted pursuant to the U-Store-It Trust 2007 Equity Incentive Plan.  At December 31, 2009, there were 211,148 and 935,444 shares outstanding under the 2004 and 2007 Equity Incentive Plan, respectively.  For further information on the awards granted during 2009, refer to the section headed “Compensation Discussion and Analysis.” The right of each named executive officer to the equity incentive awards listed in the table captioned “Grants of Plan-Based Awards for 2009” shall become fully vested in the event of termination of employment under certain circumstances pursuant to the terms of employment agreements and option award agreements that we have with them.  For information on the material terms of each named executive officer’s employment agreement or for a further discussion of the circumstances upon which vesting of awards is accelerated, see the discussion under the section headed “Potential Payments Upon Termination or Change in Control.”

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Outstanding Equity Awards at December 31, 2009

The following table reports outstanding equity awards held by the named executive officers at December 31, 2009.  The right of each named executive officer to the equity awards listed in this table shall become fully vested in the event of termination of employment in certain circumstances.  For a further discussion of the circumstances upon which vesting of awards is accelerated, see the discussion under the section headed “Potential Payments Upon Termination or Change in Control.”