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                                                                       EX-10.19

                          CENTERPOINT PROPERTIES TRUST

               2000 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN

                                    ARTICLE I

                                     GENERAL

1.1      PURPOSE

CenterPoint Properties Trust, a Maryland real estate investment trust (the
"Company"), hereby adopts, subject to shareholder approval, this plan which
shall be known as the CenterPoint Properties Trust 2000 OMNIBUS EMPLOYEE
RETENTION AND INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to foster
and promote the long-term financial success of the Company and materially
increase shareholder value by: (a) strengthening the Company's capability to
develop, maintain, and direct an outstanding management team; (b) motivating
superior performance by means of long-term performance related incentives; (c)
encouraging and providing for obtaining an ownership interest in the Company;
(d) attracting and retaining outstanding executive talent by providing incentive
compensation opportunities competitive with other major companies; and (e)
enabling executives to participate in the long-term growth and financial success
of the Company.

1.2      ADMINISTRATION

(a) The Plan shall be administered by the Stock Option Committee of the Board of
Trustees of the Company or such other committee of trustees as is designated by
the Board of Trustees of the Company (the "Committee"), which shall consist of
two or more members. Each member shall be a "Non-employee Director" as that
term is defined by Rule 16b-3 promulgated under the Securities Exchange Act of
1934 (the "Exchange Act") or any similar rule which may subsequently be in
effect ("Rule 16b-3") and shall be an "outside director" within the meaning of
Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as it may be
amended from time to time (the "Code"). The members shall be appointed by the
Board of Trustees, and any vacancy on the Committee shall be filled by the Board
of Trustees.

(b) Subject to the limitations of the Plan, the Committee shall have the sole
and complete authority to: (i) select from the regular full-time employees of
the Company those who shall participate in the Plan (a "Participant" or
"Participants"); (ii) make awards in such forms and amounts as it shall
determine; (iii) impose such limitations, restrictions and conditions upon such
awards as it shall deem appropriate; (iv) interpret the Plan and adopt, amend
and rescind administrative guidelines and other rules and regulations relating
to the Plan; (v) correct any defect or omission or reconcile any inconsistency
in this Plan or in any award granted hereunder; and (vi) make all other
determinations and take all other actions deemed necessary or advisable for the
implementation and administration


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of the Plan. The Committee's determinations on matters within its authority
shall be conclusive and binding upon the Company and all other persons.

(c) All expenses associated with the Plan shall be borne by the Company subject
to such allocation to its subsidiaries and operating units as it deems
appropriate.

(d) The Committee may delegate any of its authority hereunder to such persons as
it deems appropriate.

1.3      SELECTION FOR PARTICIPATION

In selecting Participants and in determining the form and amount of awards, the
Committee may give consideration to the functions and responsibilities of the
employee; the employee's past, present and potential contributions to the
Company's profitability and sound growth; the value of the employee's services
to the Company; and other factors deemed relevant by the Committee. Grants may
be made to the same individual on more than one occasion.

1.4      TYPES OF AWARDS UNDER PLAN

Awards under the Plan may be in the form of any one or more of the following:
(a) Statutory Stock Options ("ISOs", which term shall be deemed to include
Incentive Stock Options as defined in Section 2.5 and any future type of tax-
qualified option which may subsequently be authorized), Non-statutory Stock
Options ("NSOs" and, collectively with ISOs, "Options") and Share Appreciation
Rights ("SARs") as described in Article II; (b) Performance Units and
Performance Shares ("Performance Units" and "Performance Shares") as described
in Article III; and (c) Restricted Shares and Restricted Share Equivalents
("Restricted Shares" and "Restricted Share Equivalents") as described in Article
IV (collectively, "Awards").

1.5      SHARES SUBJECT TO THE PLAN

Shares covered by Awards under the Plan may be in whole or in part authorized
and unissued or treasury shares of the Trust's common shares, $.001 par value
per share, or such other shares as may be substituted pursuant to Section 6.2
("Common Shares"). The maximum number of shares of Common Shares which may be
issued for all purposes under the Plan shall be 1,200,000 shares (subject to
adjustment pursuant to Section 6.2). For purposes of calculating the number of
outstanding Common Shares, all classes of securities that are convertible
presently or in the future into Common Shares are deemed to be outstanding
Common Shares equal to the number of Common Shares into which such securities
are convertible, and no subsequent reduction in the number of outstanding Common
Shares (other than as a result of a reverse share split or similar
recapitalization) will reduce the number of Common Shares previously made
available for option grants under the Plan. Any shares of Common Shares subject
to an Option which for any reason is canceled (excluding shares subject to an
Option canceled upon the exercise of a related SAR to the extent shares are
issued upon


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exercise of such SAR) or terminated without having been exercised, or any shares
of Restricted Shares or Performance Awards which are forfeited, shall again be
available for Awards under the Plan.

1.6      MAXIMUM AWARDS PER PARTICIPANT

The aggregate number of shares of Common Shares that a Participant may be
granted in any form in any given year shall not exceed 250,000 shares or the
cash equivalent thereof.

                                   ARTICLE II

                   SHARE OPTIONS AND SHARE APPRECIATION RIGHTS

2.1      AWARD OF SHARE OPTIONS

The Committee may, from time to time, subject to the provisions of the Plan and
such other terms and conditions as the Committee may prescribe, award to any
Participant ISOs and NSOs to purchase Common Shares.

2.2      SHARE OPTION AGREEMENTS

The award of an Option shall be evidenced by a signed written agreement (a
"Share Option Agreement") containing such terms and conditions as the Committee
may from time to time determine.

2.3      OPTION PRICE

The purchase price of Common Shares under each Option (the "Option Price") shall
be the Fair Market Value of the Common Shares on the date the Option is awarded.

2.4      EXERCISE AND TERM OF OPTIONS

(a) Options awarded under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall approve,
either at the time of grant of such Options or pursuant to a general
determination, and which need not be the same for all Participants, provided
that no such Option shall be exercisable within the first twelve months of its
term. Each Option that is intended to qualify as an ISO pursuant to Section 422
of the Code, and each Option that is intended to qualify as another type of ISO
that may subsequently be authorized by law, shall comply with the applicable
provisions of the Code pertaining to such Options.

(b) The Committee shall establish procedures governing the exercise of Options
and shall require that written notice of exercise be given and that the Option
Price be paid in full in cash (including check, bank draft or money order) at
the time of exercise; provided, however, that such Option Price may be paid
within six business days of the time of exercise, if the Participant instructs
the Corporation to sell shares delivered on exercise as the Participant's agent
pursuant to a "cashless



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exercise" program or other similar program established by the Committee. The
Committee may permit a Participant, in lieu of part or all of the cash payment,
to make payment in Common Shares already owned by that Participant, valued at
Fair Market Value on the date of exercise, as partial or full payment of the
Option Price; provided, however, that the Committee may, in any instance, in
order to prevent any possible violation of law, require the Option Price to be
paid in cash. As soon as practicable after receipt of each notice and full
payment, the Company shall deliver to the Participant a certificate or
certificates representing the acquired shares of Common Shares. The exercise of
an Option shall cancel any related SAR to the extent of the number of shares as
to which the Option is exercised.

2.5      LIMITATIONS ON ISOS

Notwithstanding anything in the Plan to the contrary, to the extent required
from time to time by the Code, the following additional provisions shall apply
to the grant of Options which are intended to qualify as ISOs (as such term is
defined in Section 422 of the Code):

(a) The aggregate Fair Market Value (determined as of the date the Option is
granted) of the shares of Common Shares with respect to which ISOs are
exercisable for the first time by any Participant during any calendar year
(under all plans of the Company) shall not exceed $100,000 or such other amount
as may subsequently be specified by the Code; provided that, to the extent that
such limitation is exceeded, any excess Options (as determined under the Code)
shall be deemed to be NSOs.

(b) Any ISO authorized under the Plan shall contain such other provisions as the
Committee shall deem advisable, but shall in all events be consistent with and
contain or be deemed to contain all provisions required in order to qualify the
Options as ISOs.

(c) All ISOs must be granted within ten years from the earlier of the date on
which this Plan was adopted by the Board of Trustees or the date this Plan was
approved by the shareholders.

(d) Unless sooner exercised, terminated or canceled, all ISOs shall expire no
later than ten years after the date of grant.

2.6      TERMINATION OF EMPLOYMENT

In the event the Participant ceases to be an employee with the consent of the
Committee or upon the Participant's death, retirement or disability, each of the
Participant's outstanding Options shall be exercisable by the Participant (or
the Participant's legal representative or designated beneficiary), to the extent
that such Option was then exercisable, at any time prior to an expiration date
established by the Committee at the time of award (which may be the original
expiration date of such Option or such earlier time as the Committee may
establish), but in no event after its respective expiration date; provided that
NSOs may be exercised up to one year after the death of a Participant even if
this is beyond their expiration date. If the Participant ceases to be an
employee for any other reason, all of the Participant's then outstanding Options
shall terminate immediately.



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2.7      AWARD OF SHARE APPRECIATION RIGHTS

(a) GENERAL. A SAR is a right to receive, without payment (except for applicable
withholding taxes) to the Company, a number of shares of Common Shares, cash or
a combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 2.7(e). A SAR may be granted (i) with respect to any Option
granted under this Plan, either concurrently with the grant of such Option, or
at such later time as determined by the Committee (as to all or any portion of
the shares of Common Shares subject to the Option); (ii) with respect to any
share option currently outstanding under other incentive plans of the
Corporation (as to all or any portion of the shares subject to the share
option), on terms established by the Committee; or (iii) alone, without
reference to any related share option. Each SAR granted by the Committee under
this Plan shall be subject to the terms and conditions of this Section.

(b) NUMBER. Each SAR granted to any Participant shall relate to such number of
shares of Common Shares as shall be determined by the Committee, subject to
adjustment as provided in Section 6.2. In the case of a SAR granted with respect
to a share option, the number of shares of Common Shares to which the SAR
pertains shall be reduced in the same proportion that the holder of the option
exercises the related share option.

(c) DURATION. The term of each SAR shall be determined by the Committee but in
no event shall a SAR be exercisable during the first year of its term. Subject
to the foregoing, unless otherwise provided by the Committee, each SAR shall
become exercisable at such time or times, to such extent and upon such
conditions as the share option, if any, to which it relates is exercisable.

(d) EXERCISE. A SAR may be exercised, in whole or in part, by giving written
notice to the Company, specifying the number of SARs which the holder wishes to
exercise. Upon receipt of such written notice, the Company shall, within 90 days
thereafter, deliver to the exercising holder a certificate for the shares of
Common Shares or cash or both, as determined by the Committee, to which the
holder is entitled. No SAR granted to an Officer may be exercised in whole or in
part for cash except during the period described in Section 6.3(c)(ii)(1)
hereof.

(e) PAYMENT. Subject to the right of the Committee to deliver cash in lieu of
shares of Common Shares, the number of shares of Common Shares which shall be
issuable upon the exercise of a SAR shall be determined by dividing:

         (i) the number of shares of Common Shares as to which the SAR is
         exercised multiplied by the amount of the appreciation in such shares
         (for this purpose, the "appreciation" shall be the amount by which the
         Fair Market Value of a share of Common Shares subject to the SAR on the
         exercise date exceeds (A) in the case of a SAR related to a share
         option, the purchase price of a share of Common Shares under the share
         option or (B) in the case of a SAR granted alone, without reference to
         a related share option, an amount which shall be determined by the
         Committee at the time of grant, provided, however, such amount is at
         least equal to the Fair



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         Market Value of the Common Shares on the date the SAR is awarded,
         (subject to adjustment under Section 6.2)); by

         (ii) the Fair Market Value of a share of Common Shares on the exercise
         date.

In lieu of issuing shares of Common Shares upon the exercise of a SAR, the
Committee may elect to pay the holder of the SAR cash equal to the Fair Market
Value on the exercise date of any or all of the shares which would otherwise be
issuable. No fractional shares of Common Shares shall be issued upon the
exercise of a SAR; instead, the holder of the SAR shall be entitled to receive a
cash adjustment equal to the same fraction of the Fair Market Value of a share
of Common Shares on the exercise date or to purchase the portion necessary to
make a whole share at its Fair Market Value on the date of exercise.

(f) AGREEMENT. SARs awarded under the Plan shall be evidenced by either a Share
Option Agreement or a separate signed written agreement between the Company and
a Participant.


                                   ARTICLE III

                          PERFORMANCE SHARES AND UNITS

3.1      AWARD OF PERFORMANCE UNITS AND PERFORMANCE SHARES

The Committee may award to any Participant Performance Shares and Performance
Units ("Performance Awards"). Each Performance Share shall represent one share
of Common Shares. Each Performance Unit shall represent the right of a
Participant to receive an amount equal to the value determined in the manner
established by the Committee at the time of award, which value may, without
limitation, be equal to the Fair Market Value of one share of Common Shares.

3.2      PERFORMANCE UNIT AND PERFORMANCE SHARE AGREEMENTS

Each Performance Award under the Plan shall be evidenced by a signed written
agreement containing such terms and conditions as the Committee may from time to
time determine.

3.3      ESTABLISHMENT OF PERFORMANCE ACCOUNTS

At the time of award, the Company shall establish an account (a "Performance
Account") for each Participant. Performance Units and Performance Shares awarded
to a Participant shall be credited to the Participant's Performance Account.

3.4      PERFORMANCE PERIOD AND TARGETS

(a) The performance period for each award of Performance Shares and Performance
Units shall be of such duration as the Committee shall establish at the time of
award; provided, however, that in



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no event will the performance period be less than one year (the "Performance
Period"). There may be more than one award in existence at any one time and
Performance Periods may differ.

(b) The Committee shall set performance targets relating to Performance Units
and Performance Shares which shall be based on one or more of the following
performance measures: share price, market share, increase in sales, earnings per
share, return on equity, cost reductions, economic value added, or any other
performance measure the Committee deems appropriate. With respect to any awards
the Committee intends to qualify for the performance based exception under Code
Section 162(m), performance targets shall be established in writing by the
Committee no later than the earlier of (i) 90 days after the commencement of the
Performance Period with respect to which the award of Performance Units or
Performance Shares is made and (ii) the date as of which twenty-five percent
(25%) of such Performance Period has elapsed. At the time of setting performance
targets, the Committee shall establish superior and satisfactory performance
targets to be achieved within the Performance Period. Failure to meet the
satisfactory performance target will earn no Performance Award. Performance
Awards will be earned as determined by the Committee in respect of a Performance
Period in relation to the degree of attainment of performance between the
superior and satisfactory performance targets.

3.5      PAYMENT RESPECTING PERFORMANCE AWARDS

(a) Performance Awards shall be earned to the extent that their terms and
conditions are met. Notwithstanding the foregoing, Performance Awards and any
other amounts credited to the Participant's Performance Account shall be payable
to the Participant only in accordance with the related written agreement or
otherwise when, if, and to the extent the Committee determines to make such
payment. All payment determinations shall be made by the Committee during the
first four months following the end of the Performance Period.

(b) The Participant may elect to defer any payment respecting a Performance
Award pursuant to Article V hereof.

(c) Payment for Performance Awards may be made in a lump sum or in installments,
in cash, Common Shares or in a combination thereof as the Committee may
determine.

3.6      TERMINATION OF EMPLOYMENT

If the Participant ceases to be an employee before the end of any Performance
Period with the consent of the Committee or upon the Participant's death,
retirement or disability before the end of any Performance Period, the
Committee, taking into consideration the performance of such Participant and the
performance of the Company over the Performance Period, may authorize the
payment to such Participant (or the Participant's legal representative or
designated beneficiary) of all or a portion of the amount which would have been
paid to the Participant had the Participant continued as an employee to the end
of the Performance Period. If a Participant ceases to be an employee for any
other reason, any unpaid amounts for outstanding Performance Periods shall be
forfeited.



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                                   ARTICLE IV

                RESTRICTED SHARE AND RESTRICTED SHARE EQUIVALENTS

4.1      AWARD OF RESTRICTED SHARES

The Committee may award to any Participant shares of Common Shares, subject to
this Article IV and such other terms and conditions as the Committee may
prescribe (such shares being herein called "Restricted Shares"). Each
certificate for Restricted Shares shall be registered in the name of the
Participant and deposited by the Participant, together with a shares power
endorsed in blank, with the Company.

4.2      RESTRICTED SHARE AGREEMENT

Shares of Restricted Share awarded under the Plan shall be evidenced by a signed
written agreement containing such terms and conditions as the Committee may from
time to time determine.

4.3      RESTRICTION PERIOD

At the time of award there shall be established for each Participant, subject to
Paragraph 4.6, a restriction period (the "Restriction Period") which shall lapse
(a) upon the completion of a period of time ("Time Goal") as shall be determined
by the Committee, or (b) upon the achievement of performance goals within
certain time limitations ("Performance/Time Goal") as shall be determined by the
Committee; provided that such Time Goal shall last at least until the third year
anniversary of the date of the award or the Performance/Time Goal shall last at
least until the second year anniversary of the date of the award. Shares of
Restricted Share may not be sold, assigned, transferred, pledged or otherwise
encumbered, except as hereinafter provided, during the Restriction Period.
Except for such restrictions on transfer, the Participant as owner of such
shares of Restricted Share shall have all the rights of a holder of Common
Shares. With respect to shares of Restricted Share which are issued subject to a
Time Goal, the Company shall redeliver to the Participant (or the Participant's
legal representative or designated beneficiary) the certificates deposited
pursuant to Section 4.1 at the expiration of the Restriction Period. With
respect to shares of Restricted Share which are issued subject to a
Performance/Time Goal, the Company shall redeliver to the Participant (or the
Participant's legal representative or designated beneficiary) the certificates
deposited pursuant to Section 4.1 upon the achievement of the performance goal
on or before the close of the Restriction Period. With respect to shares of
Restricted Share which are issued subject to a Performance/Time Goal which fail
to meet the goal before the end of the restriction period, all such shares shall
be forfeited, and the Company shall have the right to complete a blank share
power in order to return such shares to the Company.

4.4      TERMINATION OF EMPLOYMENT



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(a) In the event the Participant ceases to be an employee with the consent of
the Committee or upon the Participant's death, retirement or disability before
the end of the Restriction Period and the Participant has received an award
subject to a Time Goal, the restrictions imposed under this Article IV shall
lapse with respect to such number of those shares subject to a Time Goal as
shall be determined by the Committee, but, in no event less than a number equal
to the product of (a) a fraction, the numerator of which is the number of
completed months elapsed after the date of award of the Restricted Shares
subject to a Time Goal to the Participant to the date of termination and the
denominator of which is the number of months in the Restriction Period,
multiplied by (b) the number of shares of Restricted Shares subject to a Time
Goal.

(b) In the event the Participant ceases to be an employee with the consent of
the Committee or upon the Participant's death, retirement or disability before
the end of the Restriction Period and the Participant has received an award
subject to a Performance/Time Goal, the restrictions imposed under this Article
IV shall lapse upon the achievement of the Performance/Time Goal within two
years of the Participant's termination of employment with respect to such number
of those shares subject to a Performance/Time Goal as shall be determined by the
Committee, but, in no event, less than a number equal to the product of (a) a
fraction, the numerator of which is the number of completed months elapsed after
the date of award of the Restricted Shares subject to a Performance/Time Goal to
the Participant to the date of termination of the Participant and the
denominator of which is the number of months elapsed after the date of award of
the Restricted Shares subject to a Performance/Time Goal to the Participant to
the date of achievement of the Performance/Time Goal, multiplied by (b) the
number of shares of Restricted Shares subject to a Performance/Time Goal.

(c) In the event the Participant ceases to be an employee for any other reason,
all shares of Restricted Shares theretofore awarded to that Participant which
are still subject to restrictions shall be forfeited and the Company shall have
the right to complete the blank share power.

4.5      AWARD OF RESTRICTED SHARE EQUIVALENTS

In lieu of or in addition to the foregoing Restricted Shares Awards, the
Committee may award to any Participant restricted share equivalents, subject to
the terms and conditions of Paragraphs 4.2, 4.3, and 4.4 of this Article IV
being applied to such awards as if those awards were for Restricted Share and
subject to such other terms and conditions as the Committee may prescribe
("Restricted Share Equivalents"). Each Restricted Share Equivalent shall
represent the right of the Participant to receive an amount determined in the
manner established by the Committee at the time of award, which value may,
without limitation, be equal to the Fair Market Value of one share of Common
Shares. Payment for Restricted Share Equivalents may be made in a lump sum or
installments, in cash, Common Share or in a combination thereof as the Committee
may determine.



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                                    ARTICLE V

                              DEFERRAL OF PAYMENTS

5.1      ELECTION TO DEFER

A Participant may elect, with the consent of the Committee, no later than
December 31 of the last full calendar year of the Performance Period, to defer
all or a portion of the Participant's Performance Award within deferral limits
established by the Committee, and the Committee may permit or require the
deferral of any other Award payment, subject to such rules and procedures as it
may establish (the "Deferred Amount"). The Committee may permit amounts now or
hereafter deferred or available for deferral under any present or future
incentive compensation program or deferral arrangement of the Company to be
deemed Deferred Amounts and to become subject to the provisions of this Article.
All Deferred Amounts will be subject to such terms and conditions and shall
accrue such yield thereon (which may be measured by the Fair Market Value of the
Common Shares and dividends thereon) as the Committee may from time to time
establish.

5.2      DEFERRAL PERIOD

The Participant may, with the consent of the Committee, elect to receive payment
of Deferred Amounts and any yield thereon either before or after retirement in a
lump sum or in installments. Upon the death of a Participant, payments of any
amounts hereunder shall be made to the Participant's designated beneficiary
(pursuant to Section 6.13) or estate (in the absence of a designated
beneficiary) in the manner elected by the Participant or (in the event the
Participant made no election) in the manner determined by the Committee. The
period between the date the Participant's Deferred Amount becomes payable and
the final payment of such Deferred Amount hereunder shall be known as the
"Deferral Period."

5.3      PARTICIPANT REPORTS

Annually, each Participant who has a Deferred Amount will receive a report
setting forth all then Deferred Amounts and the yield thereon to date.

5.4      PAYMENT OF DEFERRED AMOUNTS

Unless otherwise agreed by the Company and the Participant, payment of Deferred
Amounts may be in cash, Common Shares or partly in cash and partly in Common
Shares, as the Committee shall determine.

5.5      ESTABLISHMENT OF TRUST

The Committee, in its sole discretion, may establish a trust to hold Deferred
Amounts or any portion thereof for the benefit of Participants.



<PAGE>


                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

6.1      NON-TRANSFERABILITY

Except as provided below, no Award under the Plan (including any Deferred
Amount), and no interest therein, shall be transferable by the Participant
otherwise than by will or, if the Participant dies intestate, by the laws of
descent and distribution. All Awards shall be exercisable or received during the
Participant's lifetime only by the Participant or his legal representative.
Notwithstanding the foregoing, the Committee may from time to time permit Awards
to be transferable to members of Participants' immediate families, subject to
such terms and conditions as the Committee may impose.

Any transfer contrary to this Section 6.1 will nullify the Award.

6.2      ADJUSTMENTS UPON CERTAIN CHANGES:

In the event of a share dividend or share split, or combination or other
increase or reduction in the number of issued shares of Common Shares, the Board
of Trustees or the Committee may, in order to prevent the dilution or
enlargement of rights under Awards (including any Deferred Amounts), make such
adjustments in the number of shares authorized by this Plan, the number and type
of shares covered by, or with respect to which payments are measured under,
outstanding Awards and the exercise prices specified therein as may be
determined to be appropriate and equitable. The Committee may, notwithstanding
any other provision of the Plan to the contrary, provide in the agreement
evidencing any Award (including Deferred Amounts) or, provide through unilateral
action of the Committee for adjustments to such Award in order to prevent the
dilution or enlargement of rights thereunder, to provide for substitute
consideration thereunder or to provide for acceleration of benefits thereunder
in the event of a change in control, merger, consolidation, reorganization,
recapitalization, sale or exchange of substantially all assets or dissolution of
or spin-off or similar transaction by the Company.

6.3      TAX WITHHOLDING

(a) The Company shall have the power to withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy any withholding or other
tax due from the Corporation with respect to any amount payable and/or shares
issuable under the Plan, and the Corporation may defer such payment or issuance
unless indemnified to its satisfaction.

(b) Subject to the consent of the Committee, due to (i) the exercise of a NSO,
(ii) lapse of restrictions on a Restricted Share Award or (iii) the issuance of
any other shares award under the Plan, a Participant may make an irrevocable
election (an "Election") to (A) have shares of Common Shares otherwise issuable
under (i) withheld, or (B) tender back to the Company shares of Common Shares
received pursuant to (i), (ii) or (iii), or (C) deliver back to the Company
pursuant to (i), (ii) or (iii)



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previously-acquired shares of Common Shares having a Fair Market Value
sufficient to satisfy all or part of the Participant's estimated tax obligations
associated with the transaction. Such Election must be made by a Participant
prior to the date on which the relevant tax obligation arises (the "Tax Date").
The Committee may disapprove of any Election, may suspend or terminate the right
to make Elections, or may provide with respect to any Award under this Plan that
the right to make Elections shall not apply to such Awards.

6.4      CONDITIONS ON AWARDS

In the event that the employment of a Participant holding any unexercised Option
or SAR, any unearned Performance Award, any unearned shares of Restricted Shares
or any unearned Restricted Share Equivalents shall terminate with the consent of
the Committee or by reason of retirement or disability, the rights of such
Participant to any such Award shall be subject to the conditions that until any
such Option or SAR is exercised, or any such Performance Award, share of
Restricted Shares or Restricted Share Equivalent is earned, the Participant
shall (a) not engage, either directly or indirectly, in any manner or capacity
as advisor, principal, agent, partner, officer, director, employee, member of
any association or otherwise, in any business or activity which is at the time
competitive with any business or activity conducted by the Company and (b) be
available, unless the Participant shall have died, at reasonable times for
consultations (which shall not require substantial time or effort and for which
the Company shall reimburse the Participant's reasonable out of pocket expenses)
at the request of the Company's management with respect to phases of the
business with which the Participant was actively connected during the
Participant's employment, but such consultations shall not (except in the case
of a Participant whose active service was outside of the United States) be
required to be performed at any place or places outside of the United States of
America or during usual vacation periods or periods of illness or other
incapacity. In the event that either of the above conditions is not fulfilled,
the Participant shall forfeit all rights to any unexercised Option or SAR,
Performance Award, shares of Restricted Shares or Restricted Share Equivalents
held as on the date of the breach of condition. Any determination by the Board
of Trustees of the Company, which shall act upon the recommendation of the
Chairman, that the Participant is, or has, engaged in a competitive business or
activity as aforesaid or has not been available for consultations as aforesaid
shall be conclusive. In addition, in the event that a Participant engages in
such a competitive business or activity within two years after any such
termination of employment, the Participant will, unless the Committee waives
this requirement, pay to the Company all after-tax economic benefits realized
previously by the Participant from Awards.

6.5      AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

The Board of Trustees may suspend or terminate the Plan or any portion thereof
at any time and may amend it from time to time in such respects as the Board of
Trustees may deem advisable in order that any Awards thereunder shall conform to
or otherwise reflect any change in applicable laws or regulations, or to permit
the Company or its employees to enjoy the benefits of any change in applicable
laws or regulations, or in any other respect the Board of Trustees may deem to
be in the best interests of the Company; provided, however, that no such
amendment shall, without shareholder



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approval to the extent required by law, agreement or the rules of any exchange
upon which the Common Shares is listed, (i) except as provided in Section 6.2,
materially increase the number of shares of Common Shares which may be issued
under the Plan, (ii) materially modify the requirements as to eligibility for
participation in the Plan, (iii) materially increase the benefits accruing to
Participants under the Plan or (iv) extend the termination date of the Plan. No
such amendment, suspension or termination shall impair the rights of
Participants under outstanding Options, SARs, Performance Awards, awards of
Restricted Shares or Restricted Share Equivalents, Performance Accounts or
Deferred Amounts without the consent of the Participants affected thereby.

6.6      FOREIGN ALTERNATIVES

Notwithstanding the other provisions of the Plan, in the case of any Award
(including any Deferred Amount) to any Participant who is an employee of a
foreign Subsidiary or foreign branch of the Company or held by a Participant who
is in any other category specified by the Committee, the Committee may specify
that such Award shall not be represented by shares of Common Shares or other
securities but shall be represented by rights approximately equivalent (as
determined by the Committee) to the rights that such Participant would have
received if shares of Common Shares or other securities had been issued in the
name of such Participant otherwise in accordance with the Plan (such rights
being hereinafter called "Share Equivalents"). The Share Equivalents
representing any such Award may subsequently, at the option of the Committee, be
converted into cash or an equivalent number of shares of Common Shares or other
securities under such circumstances and in such manner as the Committee may
determine.

6.7      DEFINITIONS AND OTHER GENERAL PROVISIONS

(a) The terms "retirement" and "disability" as used under the Plan shall be
construed by reference to the provisions of the pension plan or other similar
plan or program of the Company applicable to a Participant.

(b) The term "Fair Market Value" as it relates to Common Shares on any given
date means (i) the mean of the high and low sales prices of the Common Shares as
reported by the Composite Tape of the New York Stock Exchange (or, if not so
reported, on any domestic stock exchanges on which the Common Shares is then
listed); or (ii) if the Common Shares is not listed on any domestic stock
exchange, the mean of the high and low sales prices of the Common Shares as
reported by the Nasdaq Stock Market on such date or the last previous date
reported (or, if not so reported, by the system then regarded as the most
reliable source of such quotations) or, if there are no reported sales on such
date, the mean of the closing bid and asked prices as so reported; of (iii) if
the Common Shares is listed on a domestic exchange or quoted in the domestic
over-the-counter market, but there are not reported sales or quotations, as the
case may be, on the given date, the value determined pursuant to (i) or (ii)
above using the reported sale prices or quotations on the last previous date on
which so reported; or (iv) if none of the foregoing clauses apply, the fair
value as determined in good faith by the Corporation's Board of Trustees or the
Committee.



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(c) The term "Subsidiary" shall mean, unless the context otherwise requires, any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in such chain owns shares possessing at least 20% of the voting
power in one of the other corporations in such chain.

(d) The adoption of the Plan shall not preclude the adoption by appropriate
means of any other share option or other incentive plan for employees.

6.8      NON-UNIFORM DETERMINATIONS

The Committee's determinations under the Plan, including without limitation, (a)
the determination of the Participants to receive Awards, (b) the form, amount
and timing of such Awards, (c) the terms and provisions of such Awards and (d)
the agreements evidencing the same, need not be uniform and may be made by it
selectively among Participants who receive, or who are eligible to receive,
Awards under the Plan, whether or not such Participants are similarly situated.

6.9      SUSPENSIONS, LEAVES OF ABSENCE, AND TRANSFERS

The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan with respect to any
suspension of employment or leave of absence from the Company granted to a
Participant. Without limiting the generality of the foregoing, the Committee
shall be entitled to determine (a) whether or not any such suspension or leave
of absence shall be treated as if the Participant ceased to be an employee and
(b) the impact, if any, of any such suspension or leave of absence on Awards
under the Plan. In the event a Participant transfers within the Company, such
Participant shall not be deemed to have ceased to be an employee for purposes of
the Plan.

6.10     LISTING, REGISTRATION, AND LEGAL COMPLIANCE

Each Award (including Deferred Amounts) shall be subject to the requirement that
if at any time the Committee shall determine, in its discretion, that the
listing, registration, or qualification of such Award, or any shares of Common
Shares or other property subject thereto, upon any securities exchange or under
any foreign, federal or state securities or other law or regulation, or the
consent or approval of any governmental body or the taking of any other action
to comply with or otherwise with respect to any such law or regulation, is
necessary or desirable as a condition to or in connection with the granting of
such Award or the issue, delivery or purchase of shares of Common Shares or
other property thereunder, no such Award may be exercised or paid in Common
Shares or other property unless such listing, registration, qualification,
consent, approval or other action shall have been effected or obtained free of
any conditions not acceptable to the Committee. The holder of the Award will
supply the Company with such certificates, representations and information as
the Company shall request and shall otherwise cooperate with the Company in
effecting or obtaining such listing, registration, qualification, consent,
approval or other action. In the case of Officers and other persons subject to
Section 16 of the Exchange Act, the Committee may at any time impose any
limitations upon the exercise, delivery or payment of any Award (including
Deferred Amounts) which, in the



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discretion of the Committee, are necessary or desirable in order to comply with
Section 16 and the rules and regulations thereunder. If the Company, as part of
an offering of securities or otherwise, finds it desirable because of foreign,
federal or state legal or regulatory requirements to reduce the period during
which Options or SARs may be exercised, the Committee may, in its discretion and
without the holders' consent, so reduce such period on not less than 15 days
prior written notice to the holders thereof.

6.11     LOANS

The Committee may provide for the Company to make loans or guarantee to finance
the exercise of any Option as well as the estimated or actual amount of any
taxes payable by the holder as a result of the exercise or payment of any Option
and may prescribe, or may empower the Company to prescribe, the other terms and
conditions (including but not limited to the interest rate, maturity date and
whether the loan will be secured or unsecured) of any such loan; provided,
however, that notwithstanding the foregoing, all loans made pursuant to this
provision shall include an interest rate on the outstanding balance of the loan
at a rate of at least the then prevailing rate the Company would be charged by
an unaffiliated lender for a loan of a similar nature and maturity.

6.12     INDEMNIFICATION

Each person who is or shall have been a member of the Committee shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by that
person in connection with or resulting from any claim, action, suit or
proceeding to which that person may be a party or in which that person may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by that person in settlement thereof,
with the Company's approval, or paid by that person in satisfaction of any
judgment in any such action, suit or proceeding against that person, provided
that person shall give the Company an opportunity, at its own expense, to handle
and defend the same before that person undertakes to handle and defend it on
that person's own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or By-Laws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

6.13     BENEFICIARY DESIGNATION

Each Participant under the Plan may name, from time to time, any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
the Participant receives any or all of such benefit. Each designation will
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.



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6.14     RIGHTS OF PARTICIPANTS

Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any Participant's employment at any time, nor confer upon
any Participant any right to continue in the employ of the Company for any
period of time or to continue the Participant's present or any other rate of
compensation. No employee shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant.

6.15     REQUIREMENTS OF LAW, GOVERNING LAW

The granting of Awards and the issuance of shares of Common Shares shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
The Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware. The provisions of the Plan
shall be interpreted so as to comply with the conditions or requirements of Rule
16b-3 under the Exchange Act, unless a contrary interpretation of any such
provisions is otherwise required by applicable law.

6.16     EFFECTIVE DATE

The Plan shall, subject to the approval of the holders of a majority of the
shares of Common Shares present at the 2000 annual meeting of the Corporation's
shareholders, be deemed effective as of May 10, 2000. No awards of Options,
SARs, Performance Units, Performance Shares or shares of Restricted Shares or
Restricted Share Equivalents shall be made hereunder after July 31, 2003.