ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b) (e) Effective March 31, 2009, M. Brett Franklin, Senior Vice President, Acquisitions and Dispositions resigned from PS Business Parks, Inc. In connection with Mr. Franklin's resignation, PS Business Parks entered into a Separation Agreement and General Release (the "Agreement") dated March 31, 2009. The Agreement provides among other things, that as consideration for the Agreement and subject to the terms of the Agreement, Mr. Franklin will receive a lump sum payment of $153,750, subject to applicable withholding taxes, will have until December 31, 2009 to exercise his vested stock options, and vesting of 400 restricted stock units will be accelerated to March 31, 2009. All other unvested restricted stock units previously awarded to Mr. Franklin by the company will be cancelled as of March 31, 2009.

A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

Exhibit 10.1--Agreement dated March 31, 2009 between Public Storage and M. Brett Franklin