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Exhibit 4.4    
  


EQUITY RESIDENTIAL PROPERTIES TRUST

2002 SHARE INCENTIVE PLAN  


        1.    Purpose.    


        (b)  The
Plan provides a means whereby such individuals may: (i) receive authorized common shares of beneficial interest of the Company ("Shares"), subject to
conditions and restrictions described herein and otherwise determined by the Committee (as defined below) ("Share Awards"); (ii) acquire Shares pursuant to grants of options to purchase such
Shares ("Options"); (iii) acquire Share Appreciation Rights ("SARs") in tandem with or independent of Options referred to in item (ii) above; or (iv) receive dividend equivalent
rights with respect to Shares ("Dividend Equivalents"). The term "Subsidiary" means each entity the Company owns or controls directly or indirectly either through voting control, equity ownership or
as a general partner, managing member or similar control position, provided that, for purposes of Incentive Stock Options (as defined below) such term shall have the meaning given in
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"). 


        2.    Administration.    The authority to manage and control the operation and administration of the Plan shall be
vested in a Committee (the "Committee") consisting of three or more members appointed by the Board of Trustees of the Company from among its members. A person may serve on the Committee only if he or
she (i) is a "Non-Employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act") and (ii) satisfies
the requirements of an "outside director" for purposes of Section 162(m) of the Code. Any interpretation of the Plan by the Committee and any decision made by the Committee on any other matter
within its discretion is final and binding on all persons. No member of the Committee shall be liable for any action or determination made with respect to the Plan. The Committee may delegate any of
its authority to administer the Plan as it deems appropriate, except that no delegation may be made in the case of awards intended to be qualified under Code Section 162(m) or
Rule 16b-3 promulgated under the Exchange Act. The day-to-day administration of the Plan may be carried out by an Option Coordinator designated by the
General Counsel of the Company. 


        3.    Participation.    


        (a)    Generally.    Subject to the terms and conditions of the Plan, the Committee shall determine and designate from
time to time the key employees, officers, trustees and consultants of the Company and its Subsidiaries to whom Share Awards, Options, SARs or Dividend Equivalents are to be granted (a "Grantee") and
the number of Shares subject to such Share Awards, Options, SARs or Dividend Equivalents to be granted to the Grantees. Notwithstanding the foregoing, the maximum number of Shares with respect to
which Options and SARs may be granted during any calendar year to any Grantee is 1,000,000 Shares, and the maximum number of shares with respect to Share Awards and Dividend Equivalents may be granted
during any calendar year to any Grantee is 250,000 shares. 


        (b)    Board of Trustees.    An annual award of an Option to purchase 10,000 Shares shall be awarded to each member of
the Board of Trustees of the Company in January of each year on the same day as the annual Option grant to the Company's employees or on such other date as the Committee designates which coincides
with the date scheduled for the consideration of awards of Options to Company employees. Each Trustee has the right to convert up to one-half of the annual Option grant into a Share Award
of restricted Shares as of the date of grant (including the grant awarded to the Trustee upon his or her first being elected or appointed to the Board), thus reducing the number of Options granted.
Trustee's desiring to exercise their rights to convert Options to Share Awards must do so by written notice to the Company's General Counsel within 14 days following the Grant. The number of
Shares shall be determined by dividing the total dollar value of the Option grant being converted, using the same valuation criteria utilized by the Committee in its employee Option grants made as of
the same date, by the closing price of the Company's common share on the date of grant. The Options vest in equal installments six months, twelve months and twenty-four months from the
Grant Date. The restricted Shares vest in full on the third anniversary of the Grant Date. If an individual first becomes a Trustee following the annual grant, an Option will be granted to him or her
covering a number of Shares equal to 10,000 multiplied by a fraction, the numerator of which is the number of days left in said calendar year on and following such Trustee's election or appointment to
the Board of Trustees, and the denominator of which is 365. Trustees may, in addition to Options and Share Awards awarded under this paragraph, also receive grants of Options and Share Awards under
paragraph 3(a). 


        4.    Shares Subject to the Plan.    Subject to the provisions of paragraph 13, (i) the maximum number
of Shares which may be granted under the Plan shall not exceed 7.5% of the Company's outstanding Shares from time to time, calculated on a "fully-diluted" basis (defined as the Company's outstanding
common shares, limited 









partnership interests in ERP Operating Limited Partnership and all other currently convertible debt and equity securities, but excluding options) determined annually on the first day of each calendar
year; and (ii) no more than twenty-five percent (25%) of the number of Shares described in clause (i) may be subject to Share Awards granted under the Plan. Shares subject to
the Plan may be authorized but unissued Shares, Shares now held in the treasury of the Company or Shares hereafter acquired by the Company. Any Shares which are not purchased or awarded under an
Option or other award which has terminated or lapsed for any reason as well as Shares which were the subject of a Share Award that are forfeited prior to vesting may be used for the further grant of
awards. For purposes of this Plan, the "Fair Market Value" of a Share shall equal the closing price paid for Shares on the New York Stock Exchange on the first trading day immediately preceding the
date for which such Fair Market Value is being determined. 


        5.    Share Awards.    


        (a)  Share
Awards granted shall be subject to the following conditions and/or restrictions: 



        (i)    A
Share Award shall be subject to a minimum vesting period of at least three years from the date of Grant, with the Share Award vesting either in annual equal
installments over, or in full at the end of, the three-year
period, and may be subject to such other conditions and restrictions as are established by the Committee as of the Date of Grant; provided, however, that up to five percent (5%) of the total number of
Shares which may be granted under the Plan may be subject to a minimum vesting period of one year. The Committee may, but need not, establish performance goals to be achieved within such performance
periods as may be selected by it, using such measures of individual performance or the performance of the Company and/or one (1) or more of its Subsidiaries as it may select. Any Share Award
containing conditions, terms or restrictions as established by the Committee but not set forth herein shall be described in such term sheets or employment, award or similar agreements as are approved
by the Committee from time to time. 


        (ii)  A
Share Award that has not vested or continues to be subject to restrictions (including any restrictions set forth on term sheets or employment, award or similar
agreements approved by the Committee from time to time) will be forfeited to the Company upon the termination of the Grantee's Service, unless the circumstances described in
paragraph 5(a)(iii) have occurred (it being the express intent of this document that Share Awards will not be forfeited in the event of a "Change in Control" (defined below) of the
Company, or the termination of the Grantee's Service as a result of any of the circumstances described in paragraph 5(a)(iii)). An individual's "Service" shall continue until he or she is no
longer an employee, officer, director, trustee or consultant of the Company or a Subsidiary. 



        (iii)  Notwithstanding
the foregoing, the conditions and restrictions described in paragraph 5(a)(i) and (ii) that are contained in the terms of any
Share Award shall immediately lapse and be of no effect, and the Share Awards subject to such conditions and restrictions shall fully vest (with any performance goals deemed to be met in full at the
maximum amount possible unless otherwise provided by the specific terms of an award) in favor of the Grantee, in the event of (I) a "Change in Control" of the Company, or (II) the
termination of a Grantee's Service: 



        (A)  because
of the Grantee's death; 


        (B)  with
respect to a Grantee who is an employee, officer or Chairman of the Board, in connection with his or her disability (as defined in 5(d)) or retirement at or after
the age of 62; or 


        (C)  with
respect to a Grantee who is a member of the Board (excluding Share Awards to employee trustees and the Company's Chairman of the Board that are in addition to the
annual Share Awards made under paragraph 3(b)), in connection with his or her retirement or failure to be re-elected to the Board. 





If
the Service of a Grantee terminates other than as described above (other than if the termination occurs for Good Cause as defined in paragraph 6(f)), the Committee may determine that the
conditions and restrictions described in paragraph 5(a)(i) and (ii) that are contained in the terms of any Share Award shall immediately lapse and be of no effect, and, in such
event, the Share Awards subject to such conditions shall fully vest in favor of the Grantee. The Committee may make the determination described in the preceding sentence and communicate such
determination in the Grantee's award agreement or in any other manner. 


        (b)    Rights of Grantee.    The Grantee shall be entitled to all of the rights of a shareholder with respect to the
Share Awards including the right to vote such Shares and to receive dividends and other distributions payable with respect to such Shares from and after the Date of Grant; provided that any securities
or other property (but not cash) received in any such distribution with respect to a Share Award that is still subject to the restrictions set forth above, shall be subject to all of the restrictions
set forth herein with respect to such Share Award. 








        (c)    Change in Control.    For purposes of this Plan, a "Change in Control" shall mean any of the following events: 



        (i)    An
acquisition (other than directly from the Company) of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the 1934 Act, immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 30% or more of the combined voting power of the Company's then outstanding Voting Securities; provided, however, that in determining
whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause
a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company
or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"),
(ii) the Company or any Subsidiary or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined); 


        (ii)  Approval
by shareholders of the Company of: 



        (A)  A
merger, consolidation or reorganization involving the Company, unless: 



        (1)  the
shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger,
consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and 


        (2)  the
individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization
constitute at least a majority of the members of the board of directors of the Surviving Corporation or a corporation beneficially owning, directly or indirectly, a majority of the Voting Securities
of the Surviving Corporation; 




        (A
transaction described above shall herein be referred to as a "Non-Control Transaction); 


        (B)  A
complete liquidation or dissolution of the Company; or 


        (C)  An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than to an entity of which the Company
directly or indirectly owns at least 70% of the Voting Securities). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person")
acquired Beneficial Ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding
Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. 




        (iii)  The
rejection by the voting Beneficial Owners of the outstanding Shares of the entire slate of trustees that the Board proposes at a single election of trustees; or 


        (iv)  The
rejection by the voting Beneficial Owners of the outstanding Shares of one-half or more of the trustees that the Board proposes over any two or more
consecutive elections of trustees. 




        (d)  For
purposes of this Plan, "disability" shall mean a physical condition or mental condition which, the Committee determines, based upon medical reports and other
evidence satisfactory to such Committee, prevents a Grantee from satisfactorily performing his or her usual duties for the Company or the duties of such other position or job which the Company makes
available to him or her and for which such Grantee is qualified by reason of his or her training, education or experience. 


        6.    Share Options.    This paragraph 6 addresses specific terms and conditions for Share Options. 


        (a)    ISO/NQSO.    Any Option to purchase Shares granted under paragraph 3(a) that satisfies all of the
requirements of Section 422 of the Code, may be designated by the Committee as an "Incentive Stock Option." 









Options that are not so designated, or that do not satisfy the requirements of Section 422 of the Code shall not constitute Incentive Stock Options and shall be Non-Qualified Share
Options. 


        (b)    Exercise Price.    The Option price of an Incentive Stock Option shall not be less than the Fair Market Value
of a Share on the date the Option is awarded under the Plan. The price at which a Share may be purchased pursuant to the exercise of any Non-Qualified Share Option shall not be less than
100% of its Fair Market Value on the date the Option is awarded under the Plan. The repricing of Options under this Plan is specifically prohibited. 


        (c)    General Exercisability.    Each Option granted under paragraph 3(a) shall be exercisable, either in
whole or in part, at such time or times as shall be determined by the Committee at the time the Option is granted or at such earlier times as the Committee shall subsequently determine, but in no
event later than the Option's "Expiration Date" (defined below). The Committee may establish performance goals to be achieved within such periods as may be selected by it in its discretion using such
measures of performance of the Grantee, the Company and/or its subsidiaries as it may select. Unless the Committee provides for earlier exercisability at the time of grant or subsequently, each Option
granted under paragraph 3(b) shall be exercisable, either in whole or in part, (i) with respect to one-third of the Shares at any time on or after six (6) months from
the Date of Grant, (ii) with respect to an additional one-third of the Shares at any time on or after the first anniversary of the Date of Grant and (iii) with respect to the
remaining Shares at any time on or after the second anniversary of the Date of Grant, but, in each case, not after the Option's Expiration Date. The "Expiration Date" with respect to an Option or any
portion thereof granted under paragraph 3(a) means the date established by the Committee at the Date of Grant (subject to any earlier termination by the Committee), but in no event later than
the date which is ten (10) years after the date on which the Option is granted. The Expiration Date with respect to an Option or any portion thereof granted under paragraph 3(b) means
the date which is ten (10) years after the date on which the Option is granted. All rights to purchase Shares pursuant to an Option shall cease as of the Option's Expiration Date. 


        (d)    ISO Exercisability.    The aggregate exercise price for Shares with respect to which Incentive Stock Options
are exercisable for the first time by a Grantee during any calendar year may not exceed one hundred thousand dollars ($100,000) or such different maximum amount as may be established by the Code after
February 2002. Any Options that are intended to be Incentive Stock Options but that become exercisable in excess of such amount shall be deemed to be a Non-Qualified Stock Option to
the extent of such excess. 


        (e)    Immediate Vesting.    Notwithstanding the provisions of paragraph 6(c), each Option granted under the
Plan to a Grantee and as to which the Expiration Date has not occurred shall be immediately and fully exercisable, for the period indicated, in the event of (I) a Change in Control of the
Company (in which case it shall be exercisable until its Expiration Date), or (II) the termination of a Grantee's Service: 



        (i)    because
of the Grantee's death (in which case it shall be exercisable by the person or persons to whom the Grantee's right passes by will or by the laws of descent and
distribution) until the earlier of (A) the third anniversary of such termination or (B) its Expiration Date, 


        (ii)  with
respect to a Grantee who is an employee, officer or Chairman of the Board in connection with his or her "disability" (as defined in paragraph 5(d)) or
retirement at or after age 62, in which case it shall be exercisable until its Expiration Date; or 



        (iii)  with
respect to a Grantee who is a member of the Board (excluding Options granted to employee trustees and the Company's Chairman of the Board that are in addition to
the annual grant of Options made under paragraph 3(b)) in connection with his or her retirement or failure to be re-elected to the Board, in which case it shall be exercisable until
its Expiration Date. 




If
the Service of a Grantee terminates other than as described above, his or her Options shall not become exercisable with respect to any additional Shares, unless (other than if the termination
occurs for Good Cause) the Committee determines that the exercisability of the Options shall accelerate (in whole or in part) in connection with such termination, and each Option shall be exercisable
until the earlier of (i) 90 days after such termination unless extended by the Committee or (ii) its Expiration Date. 


        (f)    Good Cause.    If the Service of a Grantee terminates for Good Cause, as determined by the Committee, his
Option shall expire immediately. "Good Cause" shall include, but not be limited to, the Grantee's engaging in conduct which (i) breaches his or her duty of loyalty to the Company;
(ii) is injurious to the Company or a Subsidiary; or (iii) disparages the Company, any Subsidiary, or any of their respective officers or trustees. The Committee may also establish
guidelines for determining whether a Grantee's Service has terminated for Good Cause and communicate such guidelines in the Grantee's award agreement, or in any other manner, including but not limited
to such term sheets and supplements hereto as are approved by the Committee from time to time. 








        (g)    Exercise Procedure.    A Grantee may exercise an Option by giving written notice thereof prior to the Option's
expiration to the Company at the principal executive offices of the Company. Contemporaneously with the delivery of notice with respect to exercise of an Option, the full purchase price of the Shares
purchased pursuant to the exercise of the Option, together with any required state or federal withholding taxes, shall be paid in cash, by tender of share certificates in proper form for transfer to
the Company valued at the Fair Market Value of the Shares on the preceding day, by any combination of the foregoing or with any other consideration authorized by the terms of the Grantee's Option
Award. The Committee may also permit the exercise of an option and payment of any applicable withholding tax in respect of an Option by delivery of written notice, subject to the Company's receipt of
a third party payment in full in cash for the exercise price and the applicable withholding prior to issuance of Common Shares, in the manner and subject to the procedures as may be established by the
Committee. 


        (h)    Suspension of Right.    Notwithstanding any other provision of this paragraph 6, the Compensation
Committee, in its sole and absolute discretion, may suspend the right of any person to exercise an Option for up to 30 days if the Grantee's Service has been or may be suspended or terminated
for any reason. Following such suspension, the rights of the person to exercise such Option shall be controlled by any determination with respect to employment termination made prior to the end of the
period of suspension. 


        7.    Share Appreciation Rights.    The Committee may grant an SAR to any key employee, officer, trustee or consultant
of the Company. Each SAR shall be subject to such restrictions and conditions and other terms as the Committee may specify when the SAR is granted. 


        (a)    Grant.    An SAR granted at the time a related Option is granted may be granted either in addition to the
related Option ("Non-Tandem SAR") or in tandem with the related Option ("Tandem SAR"). An SAR not related to an Option will be subject to the provisions applicable to
Non-Tandem SARs. At the time a Non-Tandem SAR is granted, the Committee shall specify the base price of the Shares to be used in connection with the calculation described in
paragraph (b)(i) below. The base price of a Non-Tandem SAR shall be a percentage (as low as zero) of the Fair Market Value of a Share on the date of grant. The number of
Shares subject to a Tandem SAR shall not exceed one for each Share subject to the related Option. No Tandem SAR may be granted to a key employee in connection with an Incentive Stock Option in a
manner that will disqualify the Incentive Stock Option under Section 422 of the Code unless the key employee consents thereto. 


        (b)    Value.    Upon exercise, an SAR shall entitle the Grantee to receive from the Company the number of Shares (or
cash equivalent thereof) having an aggregate Fair Market Value equal to the following: 



        (i)    in
the case of a Non-Tandem SAR, the excess of the Fair Market Value of one Share as of the date on which the SAR is exercised over the base Share price
specified in such SAR, multiplied by the number of Shares then subject to the SAR, or the portion thereof being exercised. 


        (ii)  in
the case of a Tandem SAR, the excess of the Fair Market Value of one Share as of the date on which the SAR is exercised over the exercise price per Share specified
in such Option, multiplied by the number of Shares then subject to the Option, or the portion thereof as to which the SAR is being exercised. 




Cash
shall be delivered in lieu of any fractional shares. The Committee, in its discretion, shall be entitled to cause the Company to elect to settle any part or all of its obligation arising out of
the exercise of an SAR by the payment of cash in lieu of all or part of the Shares it would otherwise be obligated to deliver in an amount equal to the Fair Market Value of such Shares on the date of
exercise. So long as the Grantee is subject to Section 16(b) of the 1934 Act with respect to securities of the Company, the Committee may not cause the Company to elect to settle any part or
all of its obligation arising out of the exercise of an SAR by the payment of cash pursuant to this subparagraph, unless (A) such exercise occurs no earlier than six months after the date of
grant of the SAR, and (B) the Committee approves such form of settlement. 


        (c)    Exercise of Tandem SARs.    A Tandem SAR shall be exercisable during such time, and be subject to such
restrictions and conditions and other terms, as the Committee shall specify at the time such Tandem SAR is granted which restrictions and conditions and other terms need not be the same for all
Grantees. Notwithstanding the preceding sentence, the Tandem SAR shall be exercisable only at such time as the Option to which it relates is exercisable and shall be subject to the restrictions and
conditions and other terms applicable to such Option. Upon the exercise of a Tandem SAR, the unexercised Option, or the portion thereof to which the exercised portion of the Tandem SAR is related,
shall expire. The exercise of any Option shall cause the expiration of the Tandem SAR related to such Option, or portion thereof, that is exercised. 


        (d)    Non-Tandem SAR Exercisabilty.    Each Non-Tandem SAR granted under the Plan shall be
exercisable, either in whole or in part, at such time or times as shall be determined by the Committee at the time the Non-Tandem SAR is granted or at such earlier times as the Committee
shall subsequently determine, but in no 









event later than the Non-Tandem SAR's "Expiration Date" (defined below). The Committee may establish performance goals to be achieved within such periods as may be selected by it in its
discretion using such measures of performance of the Grantee, the Company and/or its subsidiaries as it may select. The "Expiration Date" with respect to a Non-Tandem SAR or any portion
thereof granted under the Plan means the date established by the Committee at the Date of Grant (subject to any earlier termination by the Committee), but in no event later than the date which is ten
(10) years after the date on which the Non-Tandem SAR is granted. 


        (e)    Acceleration.    Notwithstanding the above, each SAR granted under the Plan to a Grantee and as to which the
Expiration Date has not occurred shall be immediately and fully exercisable, for the period indicated, in the event of (I) a Change in Control of the Company (in which case it shall be
exercisable until its Expiration Date), or (II) the termination of a Grantee's Service under the same conditions described in paragraph 6(e). 



        (f)    Other Termination.    Except as otherwise determined by the Committee, if the Service of a Grantee who is an
employee terminates other than as described above and other than for Good Cause, or the Service of a Grantee who is a consultant or a member of the Board of Trustees terminates for any reason other
than for Good Cause, his SAR shall not become exercisable with respect to any additional Shares unless the Committee accelerates the exercisability of the SAR pursuant to paragraph (d), and the
SAR shall be exercisable until the earlier of (i) 90 days after such termination unless extended by the Committee or (ii) its Expiration Date. 



        (g)    Good Cause.    If the Service of a Grantee terminates for Good Cause, his SAR shall expire immediately. The
Committee may establish guidelines for determining whether a Grantee's Service has terminated for good cause and communicate such guidelines in the Grantee's award agreement, or in any other manner,
including but not limited to such term sheets and supplements hereto as are approved by the Committee from time to time. 


        (h)    Exercise Procedure.    A Grantee may exercise an SAR by giving written notice thereof prior to the SAR
expiration to the Company at the principal executive offices of the Company. 



        (i)    Settlement of SARs.    As soon as is reasonably practicable after the exercise of an SAR, the Company shall
issue, in the name of the Grantee, share certificates representing the total number of full Shares to which the Grantee is entitled pursuant to subparagraph 7(d) hereof and cash in an amount equal to
the Fair Market Value, as of the date of exercise, of any resulting fractional Shares; or if the Committee causes the Company to elect to settle all or part of its obligations arising out of the
exercise of the SAR in cash, deliver to the Grantee an amount in cash equal to the Fair Market Value, as of the date of exercise, of the Shares it would otherwise be obligated to deliver, subject to
any required withholding of state, federal and local taxes. 



        (j)    Suspension of Right.    Notwithstanding any other provisions of this paragraph 7, the Compensation
Committee in its sole and absolute discretion, may suspend the right of any person to exercise an SAR for up to 30 days if the Grantee's Service has been or may be suspended or terminated for
any reason. Following such suspension, the rights of the person to exercise such SAR shall be controlled by any determination with respect to employment termination made prior to the end of the period
of suspension. 


        8.    Dividend Equivalents.    A Dividend Equivalent shall be related to a number of Shares specified at the time of
grant and shall entitle the holder to cash payments that equal the cash dividend, if any, paid with respect to such Shares provided that the Dividend Equivalent is outstanding on the record date
thereof and that it is not subject to any condition limiting the Grantee's right to receive such payments. A Dividend Equivalent shall be subject to such restrictions and conditions and other terms
including those relating to expiration and forfeiture, as the Committee shall specify at the time such Dividend Equivalent is granted. Notwithstanding the foregoing, any restriction or condition
(other than expiration or forfeiture) limiting the Grantee's right to receive the cash payment described above shall lapse under the same circumstances in which option exercisability accelerates as
described in paragraph 6(e). 


        9.    Withholding.    Whenever under the Plan a Grantee recognizes income with respect to any Share Award, Option, SAR
or Dividend Equivalent (the "Award") hereunder, the Company shall have the right to withhold from any award under the Plan or to collect as a condition of any payment under the Plan, any taxes
required by law to be withheld. 


        10.    Compliance with Applicable Laws.    



        (a)  Notwithstanding
any other provision in the Plan, the Company shall have no liability to issue any Shares under the Plan unless such issuance would comply with all
applicable laws and applicable requirements of any securities exchange or similar entity. Notwithstanding any other provision of the Plan, a Grantee or such other persons as are entitled to exercise
an Option or SAR (as described in paragraph 11(b)) will be prohibited from exercising the Option or SAR to the extent that the General Counsel of the Company has determined that purchases and
sales of the Company securities shall be restricted because of the existence or potential existence of material nonpublic information concerning the Company, whether or not such determination has been 









communicated to the Grantee or such persons. If the General Counsel of the Company has made such a determination and the Grantee or such persons give notice of an intent to exercise the Option or SAR
(and satisfy all other conditions to the exercise thereof), the General Counsel of the Company shall advise the Grantee or
such persons concerning such restrictions, and the effective time of the Grantee's exercise shall be postponed to the earlier of the date that the General Counsel of the Company determines that such
restriction is no longer necessary with respect to exercises of the Option or SAR, or the day before the date that the Option or SAR expires. 



        (b)  This
Plan shall be interpreted and construed in accordance with the laws of the State of Maryland. 


        11.    Transferability.    


        (a)    Share Awards.    The Shares subject to Share Awards shall not be sold, assigned, pledged or otherwise
transferred, voluntarily or involuntarily, by the Grantee, while they are subject to the restrictions described in paragraph 5(a). 



        (b)    Options, SARs and Dividend Equivalents.    Options, SARs and Dividend Equivalents granted under the Plan are
not transferable except (i) by will or by the laws of descent and distribution or, to the extent not inconsistent with the applicable provisions of the Code, pursuant to a qualified domestic
relations order (as that term is defined in the Code); and (ii) a Grantee may transfer all or part of an Option that is not an Incentive Stock Option, or an SAR, to the Grantee's spouse, child
or children, grandchild or grandchildren, or other relatives or to a trust for the benefit of the Grantee and/or any of the foregoing; provided that the transferee thereof shall hold such Option or
SAR subject to all of the conditions and restrictions contained herein and otherwise applicable to the Option or SAR, and that, as a condition to such transfer, the Company may require the transferee
to agree in writing (in a form acceptable to the Company) that the transfer is subject to such conditions and restrictions. 


        12.    Employment and Shareholder Status.    The Plan does not constitute a contract of employment or continued
service, and selection as a Grantee will not give any Grantee the right to be retained in the employ of the Company or any Subsidiary or the right to continue as a trustee or consultant of the
Company. Any Option or a Share Award granted under the Plan shall not confer upon the holder thereof any right as a shareholder of the Company prior to the issuance of Shares pursuant to the exercise
thereof. No person entitled to exercise any Option or SAR granted under the Plan shall have any of the rights or privileges of a shareholder of record with respect to any Shares issuable upon exercise
of such Option or SAR until certificates representing such Shares have been issued and delivered. 


        13.    Adjustments.    Subject to the following provisions of this paragraph, in the event of any change in the
outstanding Shares by reason of any share dividend, split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, the aggregate number and kind of
Shares reserved for issuance under the Plan or subject to Options, SARs or Dividend Equivalents outstanding or to be granted under the Plan shall be proportionately adjusted so that the value of each
such unit shall not be changed, and the terms of any outstanding Option, SAR or Dividend Equivalent may be adjusted by the Committee in such manner as it deems equitable, provided that, (i) if,
in connection with a transaction, Shares are changed into an ownership interest in the Company or another entity, which interest is registered under the Act, then each such unit shall be converted
into an identical unit relating to such interest (it being the intent of the Company that, upon a merger, consolidation or reorganization involving the Company in which the Company's Shares are
exchanged or otherwise converted into publicly traded shares of the acquiring entity (or affiliates thereof)), all Options, SARs and Dividend Equivalents granted under this Plan shall be automatically
converted into fully vested similar interests in the acquiring entity (or affiliates thereof); (ii) in no event shall the Option price for a Share be adjusted below the par value of such Share,
and (iii) in no event shall any fraction of a Share be issued upon the exercise of an Option or SAR. Shares subject to a Share Award shall be treated in the same manner as other outstanding
Shares; provided that any conditions and restrictions applicable to a Share Award shall continue to apply to any Shares, other security or other consideration received in connection with the
foregoing. 


        14.    Special Provisions Under Code Section 162(m).    


        (a)  The
provisions of this paragraph 14 shall apply only to the extent determined by the Committee for purposes of making an award "performance-based compensation"
within the contemplation of Section 162(m) of the Code. In the event of any inconsistencies between this paragraph, and the other Plan provisions within the scope of the foregoing, the
provisions of this paragraph shall control. 


        (b)  As
soon as practicable following the grant of an award subject to this paragraph, (but in no event more than ninety (90) days after the Date of Grant), the
Committee shall establish the performance-related goals to be used in connection with conditions, restrictions and limitations applicable to such award. The performance-related 









goals shall be chosen from among the following factors, or any combination of the following, as the Committee deems appropriate: total shareholder return; growth in Funds from Operations, dividends,
revenues, net income, share price, earnings per share or any similar earnings-based financial measure determined by the Committee; return on assets, capital and/or shareholders' equity; and the
Company's financial performance versus its peers. The Committee may select among the goals specified from award to award, which need not be the same for each Grantee. The foregoing does not limit the
Committee's use of other performance goals, or no performance goals, in connection with the grant of an award not subject to this paragraph. 



        (c)  With
respect to the grant of an award subject to this paragraph, the Committee shall, at the same time it is making the determinations under this paragraph, determine
the relationship between the performance-related goals and the conditions, restrictions and limitations applicable to the award. In connection with an award subject to this paragraph, no
performance-related goal will be considered to be satisfied until the Committee has certified the extent to which the performance-related goals and any other material terms were satisfied. 


        (d)  Once
established, performance-related goals shall not be changed, except to the extent that the Committee has specified adjustments as part of the determinations made
under paragraph 14(b) and (c). Except as provided in the preceding sentence, in connection with an award subject to this paragraph, no performance-related goal applicable to a condition,
restriction or limitation shall be considered to be satisfied if the minimum performance-related goals applicable thereto are not achieved. 


        15.  Repurchase
of Share Awards, SARS and Options. The Committee has the right to determine that it is in the best interests of the Company to repurchase any outstanding
Options (whether vested or unvested), SARS (vested or unvested) and unvested Shares subject to Share Awards for cash payable to the Grantee equal to the Fair Market Value of such Options, SARS and
Shares determined by the Committee in its good faith discretion. All outstanding Options, SARS and unvested Share Awards may be subject to repurchase in accordance with the terms of this
paragraph 15. 


        16.    Miscellaneous.    


        (a)  At
the time of a grant, the Committee may require a Grantee to enter into an agreement with the Company in a form specified by the Committee agreeing to the terms and
conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe. 



        (b)  The
Plan was effective February 21, 2002. No awards may be granted under the Plan after February 20, 2012 or, if earlier, the date on which the Plan is
terminated pursuant to paragraph 16(c). The Plan is subject to the approval of the shareholders of the Company on or before February 20, 2003. If such approval is not secured, any awards
hereunder shall be null and void and without effect. 











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Exhibit 4.4