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                                                                     Exhibit 4.3

             GREAT LAKES REIT EQUITY AND PERFORMANCE INCENTIVE PLAN
                (AS AMENDED AND RESTATED AS OF FEBRUARY 28, 2001)

         1. PURPOSE. The purpose of the Equity and Performance Incentive Plan
(as amended and restated as of February 28, 2001) (this "Plan") is to attract
and retain trustees, officers and key employees for Great Lakes REIT, a Maryland
real estate investment trust (the "Company"), and to provide to such persons
incentives and rewards for superior performance.

         2. DEFINITIONS. As used in this Plan,

         "Annual Meeting" means the annual meeting of shareholders of the
Company.

         "Appreciation Right" means a right granted pursuant to Section 5 of
this Plan, and shall include both Tandem Appreciation Rights and Free-Standing
Appreciation Rights.

         "Board" means the Board of Trustees of the Company and, to the extent
of any delegation by the Board to a committee (or subcommittee thereof) pursuant
to Section 15 of this Plan, such committee (or subcommittee).

         "Change in Control" shall have the meaning provided in Section 12 of
this Plan.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Common Shares" means common shares of beneficial interest, par value
$.01 per share, in the Company or any security into which such shares of
beneficial interest may be changed by reason of any transaction or event of the
type referred to in Section 11 of this Plan.

         "Covered Employee" means a Participant who is, or is determined by the
Board to be likely to become, a "covered employee" within the meaning of Section
162(m) of the Code (or any successor provision).

         "Date of Grant" means the date specified by the Board on which a grant
of Option Rights, Appreciation Rights, Performance Shares or Performance Units
or a grant or sale of Restricted Shares or Deferred Shares shall become
effective (which date shall not be earlier than the date on which the Board
takes action with respect thereto) and shall also include the date on which a
grant of Option Rights to a Non-Employee Trustee becomes effective pursuant to
Section 9 of this Plan.

         "Deferral Period" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.

         "Deferred Shares" means an award made pursuant to Section 7 of this
Plan of the right to receive Common Shares at the end of a specified Deferral
Period.

         "Evidence of Award" means an agreement, certificate, resolution or
other type of writing or other evidence approved by the Board which sets forth
the terms and conditions of the Option Rights, Appreciation Rights, Performance
Units, Performance Shares, Restricted Shares, Deferred Shares or other awards.
An Evidence of Award may be in an electronic medium, may be limited to a
notation on the books and records of the Company and, with the approval of the
Board (or committee or subcommittee thereof delegated pursuant to Section 15
hereof), need not be signed by a representative of the Company or a Participant.

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         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as such law, rules and regulations may
be amended from time to time.

         "Exercise Price" means the price payable upon exercise of a
Free-Standing Appreciation Right.

         "Free-Standing Appreciation Right" means an Appreciation Right not
granted in tandem with an Option Right.

         "Incentive Stock Options" means Option Rights that are intended to
qualify as "incentive stock options" under Section 422 of the Code or any
successor provision.

         "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Board, Option Rights, Appreciation Rights, Restricted Shares and dividend
credits pursuant to this Plan. Management Objectives may be described in terms
of Company-wide objectives or objectives that are related to the performance of
the individual Participant or of the subsidiary, division, department, region or
function within the Company or any subsidiary of the Company in which the
Participant is employed. The Management Objectives may be made relative to the
performance of other trusts or corporations. The Management Objectives
applicable to any award to a Covered Employee shall be based on specified levels
of or growth in one or more of the following criteria:

         1.       cash flow/net assets ratio;

         2.       debt/capital ratio;

         3.       return on total capital;

         4.       return on equity;

         5.       funds from operations;

         6.       funds from operations per share growth;

         7.       revenue growth; and

         8.       total return to shareholders.

         If the Board determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Board may in its discretion modify such Management
Objectives or the related minimum acceptable level of achievement, in whole or
in part, as the Board deems appropriate and equitable, except in the case of a
Covered Employee where such action would result in the loss of the otherwise
available exemption under Section 162(m) of the Code. In such case, the Board
shall not make any modification of the Management Objectives or minimum
acceptable level of achievement.

         "Market Value per Share" means, as of any particular date, the closing
sale price per Common Share on the national securities exchange on which the
Common Shares are then listed as of such date, the final reported bid side price
per Common Share on national automated quotation system on which the

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Common Shares are then quoted as of such date or, if the Common Shares are not
then listed or quoted, Common Shares as determined by the Board.

         "Non-Employee Trustee" means a trustee of the Company who is not an
employee of the Company or any subsidiary of the Company.

         "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.

         "Option Price" means the purchase price payable on exercise of an
Option Right.

         "Option Right" means the right to purchase Common Shares upon exercise
of an option granted pursuant to Section 4 of this Plan.

         "Participant" means a person who is selected by the Board to receive
benefits under this Plan and who is at the time a trustee, officer or key
employee of the Company or any one or more of its subsidiaries, or who has
agreed to commence serving in any of such capacities within 90 days of the Date
of Grant, and shall also include each Non-Employee Trustee who receives an award
of Option Rights pursuant to Section 9 of this Plan; provided, however, that for
purposes of Sections 4, 5, 7 and 8 of this Plan, Participant shall not include
such Non-Employee Trustee.

         "Performance Period" means, with respect to a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.

         "Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

         "Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

         "Reload Option Rights" means additional Option Rights granted
automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(f) of this Plan.

         "Restricted Shares" means Common Shares granted or sold pursuant to
Section 6 or Section 9 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to in such Section 6 or
Section 9 has expired.

         "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange Commission
(or any successor rule to the same effect) as in effect from time to time.

         "Spread" means the excess of the Market Value per Share on the date
when an Appreciation Right is exercised, or on the date when Option Rights are
surrendered in payment of the Option Price of other Option Rights, over the
Option Price or Exercise Price provided for in the related Option Right or
Free-Standing Appreciation Right, respectively.

         "Tandem Appreciation Right" means an Appreciation Right granted in
tandem with an Option Right.

         "Voting Power" means at any time, the total votes relating to the
then-outstanding securities entitled to vote generally in the election of
trustees of the Company.

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         3. SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as
provided in Section 11 of this Plan, the number of Common Shares that may be
issued or transferred (i) upon the exercise of Option Rights or Appreciation
Rights, (ii) as Restricted Shares and released from substantial risks of
forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of Performance
Shares or Performance Units that have been earned, (v) as awards to Non-Employee
Trustees or (vi) in payment of dividend equivalents paid with respect to awards
made under the Plan, shall not exceed in the aggregate 1,088,090 shares (55,590
of which were approved in 1996; 32,500 of which were approved in 1997; and
1,000,000 of which are being added by this Amendment and Restatement) plus any
shares relating to awards that expire or are forfeited or cancelled. Such shares
may be shares of original issuance or treasury shares or a combination of the
foregoing. Upon the payment of any Option Price by the transfer to the Company
of Common Shares or upon satisfaction of any withholding amount by means of
transfer or relinquishment of Common Shares, there shall be deemed to have been
issued or transferred under this Plan only the net number of Common Shares
actually issued or transferred by the Company.

         (b) Notwithstanding anything in this Section 3, or elsewhere in this
Plan, to the contrary, the aggregate number of Common Shares actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall
not exceed 1,088,090 shares, subject to adjustments as provided in Section 11 of
this Plan. Further, no Participant shall be granted Option Rights for more than
500,000 Common Shares during any calendar year, subject to adjustments as
provided in Section 11 of this Plan.

         (c) Upon payment in cash of the benefit provided by any award granted
under this Plan, any shares that were covered by that award shall again be
available for issue or transfer hereunder.

         (d) Notwithstanding any other provision of this Plan to the contrary,
in no event shall any Participant in any calendar year receive more than 500,000
Appreciation Rights, subject to adjustments as provided in Section 11 of this
Plan.

         (e) Notwithstanding any other provision of this Plan to the contrary,
in no event shall any Participant in any calendar year receive more than 500,000
Restricted Shares or 500,000 Deferred Shares, subject to adjustments as provided
in Section 11 of this Plan.

         (f) Notwithstanding any other provision of this Plan to the contrary,
in no event shall any Participant in any calendar year receive an award of
Performance Shares or Performance Units having an aggregate maximum value as of
their respective Dates of Grant in excess of $3,000,000.

         4. OPTION RIGHTS. The Board may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Participants of
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the
following provisions:

         (a) Each grant shall specify the number of Common Shares to which it
pertains subject to the limitations set forth in Section 3 of this Plan.

         (b) Each grant shall specify an Option Price per share, which may not
be less than the Market Value per Share on the Date of Grant.

         (c) Each grant shall specify whether the Option Price shall be payable
(i) in cash or by check acceptable to the Company, (ii) by the actual or
constructive transfer to the Company of nonforfeitable, unrestricted Common
Shares owned by the Optionee (or other consideration authorized pursuant to
subsection (d) below) having a value at the time of exercise equal to the total
Option Price or (iii) by a combination of such methods of payment.

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         (d) The Board may determine, at or after the Date of Grant, that
payment of the Option Price of any option (other than an Incentive Stock Option)
may also be made in whole or in part in the form of Restricted Shares or other
Common Shares that are forfeitable or subject to restrictions on transfer,
Deferred Shares, Performance Shares (based, in each case, on the Market Value
per Share on the date of exercise), other Option Rights (based on the Spread on
the date of exercise) or Performance Units. Unless otherwise determined by the
Board at or after the Date of Grant, whenever any Option Price is paid in whole
or in part by means of any of the forms of consideration specified in this
paragraph, the Common Shares received upon the exercise of the Option Rights
shall be subject to such risks of forfeiture or restrictions on transfer as may
correspond to any that apply to the consideration surrendered, but only to the
extent of (i) the number of shares or Performance Shares, (ii) the Spread of any
unexercisable portion of Option Rights or (iii) the stated value of Performance
Units surrendered.

         (e) Any grant may provide for deferred payment of the Option Price from
the proceeds of sale through a bank or broker on a date satisfactory to the
Company of some or all of the shares to which such exercise relates.

         (f) Any grant may, at or after the Date of Grant, provide for the
automatic grant of Reload Option Rights to an Optionee upon the exercise of
Option Rights (including Reload Option Rights) using Common Shares or other
consideration specified in paragraph (d) above. Reload Option Rights shall
cover up to the number of Common Shares, Deferred Shares, Option Rights or
Performance Shares (or the number of Common Shares having a value equal to
the value of any Performance Units) surrendered to the Company upon any such
exercise in payment of the Option Price or to meet any withholding
obligations. Reload Options may have an Option Price that is no less than
that which represents the same percentage of the Market Value per Share at
the time of exercise of the Option Rights that the per share Option Price
represented of the Market Value per Share at the time the Option Rights being
exercised were granted and shall be on such other terms as may be specified
by the Trustees, which may be the same as or different from those of the
original Option Rights.

         (g) Successive grants may be made to the same Participant whether or
not any Option Rights previously granted to such Participant remain unexercised.

         (h) Each grant shall specify the period or periods (if any) of
continuous service by the Optionee with the Company or any subsidiary of the
Company following the grant that is necessary before the Option Rights or
installments thereof will become exercisable and may provide for the earlier
exercise of such Option Rights in the event of a Change in Control or other
similar transaction or event.

         (i) Any grant of Option Rights may specify Management Objectives that
must be achieved as a condition to the exercise of such rights.

         (j) Option Rights granted under this Plan may be (i) options,
including, without limitation, Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not
intended so to qualify or (iii) combinations of the foregoing.

         (k) The Board may, at or after the Date of Grant of any Option Rights
(other than Incentive Stock Options), provide for the payment of dividend
equivalents to the Optionee on either a current or deferred or contingent basis
or may provide that such equivalents shall be credited against the Option Price.

         (l) The exercise of an Option Right shall result in the cancellation on
a share-for-share basis of any Tandem Appreciation Right authorized under
Section 5 of this Plan.

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         (m) No Option Right shall be exercisable more than ten years from the
Date of Grant.

         (n) Each grant of Option Rights shall be evidenced by an Evidence of
Award, which shall contain such terms and provisions, consistent with this Plan,
as the Board may approve.

         5. APPRECIATION RIGHTS. (a) The Board may also authorize the granting
to any Optionee of Tandem Appreciation Rights with respect to Option Rights
granted hereunder at any time prior to the exercise or termination of such
related Option Rights; provided, however, that a Tandem Appreciation Right
awarded in relation to an Incentive Stock Option must be granted concurrently
with such Incentive Stock Option. A Tandem Appreciation Right shall be a right
of the Optionee, exercisable by surrender of the related Option Right, to
receive from the Company an amount determined by the Board, which shall be
expressed as a percentage of the Spread (not exceeding 100 percent) at the time
of exercise.

         (b) The Board may also authorize the granting to any Participant of
Free-Standing Appreciation Rights. A Free-Standing Appreciation Right shall be a
right of the Participant to receive from the Company an amount determined by the
Board, which shall be expressed as a percentage of the Spread (not exceeding 100
percent) at the time of exercise.

         (c) Each grant of Appreciation Rights may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

             (i) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in cash, in Common Shares or in
any combination thereof and may either grant to the Participant or retain in the
Board the right to elect among those alternatives.

             (ii) Any grant may specify that the amount payable on exercise of
an Appreciation Right may not exceed a maximum specified by the Board at the
Date of Grant.

             (iii) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods and shall provide that no Appreciation
Right may be exercised except at a time when the related Option Right (if
applicable) also is exercisable and at a time when the Spread is positive.

             (iv) Any grant may specify that such Appreciation Right may be
exercised only in the event of a Change in Control or other similar transaction
or event.

             (v) Each grant of Appreciation Rights shall be evidenced by an
Evidence of Award that shall describe such Appreciation Rights, identify the
related Option Rights (if applicable), state that such Appreciation Rights are
subject to all the terms and conditions of this Plan, and contain such other
terms and provisions, consistent with this Plan, as the Board may approve.

             (vi) Any grant of Appreciation Rights may specify Management
Objectives that must be achieved as a condition of the exercise of such rights.

         6. RESTRICTED SHARES. The Board may also authorize the grant or sale to
Participants of Restricted Shares. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

         (a) Each such grant or sale shall constitute an immediate transfer of
the ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such Participant to voting, dividend and
other ownership rights, but subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.

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         (b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than Market Value per Share at the Date of Grant.

         (c) Each such grant or sale shall provide that the Restricted Shares
covered by such grant or sale shall be subject, except (if the Board shall so
determine) in the event of a Change in Control or other similar transaction or
event, for a period of not less than three years to be determined by the Board
at the Date of Grant, to a "substantial risk of forfeiture" within the meaning
of Section 83 of the Code.

         (d) Each such grant or sale shall provide that during the period for
which such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee).

         (e) Any grant of Restricted Shares may specify Management Objectives
that, if achieved, will result in termination or early termination of the
restrictions applicable to such shares and each grant may specify with respect
to such specified Management Objectives, a minimum acceptable level of
achievement and shall set forth a formula for determining the number of
Restricted Shares on which restrictions will terminate if performance is at or
above the minimum level, but falls short of full achievement of the specified
Management Objectives.

         (f) Any such grant or sale of Restricted Shares may require that any or
all dividends or other distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to the same restrictions as the underlying award.

         (g) Each grant or sale of Restricted Shares shall be evidenced by an
Evidence of Award that shall contain such terms and provisions, consistent with
this Plan, as the Board may approve. Unless otherwise directed by the Board, all
certificates representing Restricted Shares shall be held in custody by the
Company until all restrictions thereon shall have lapsed, together with a stock
power or powers executed by the Participant in whose name such certificates are
registered, endorsed in blank and covering such Shares.

         7. DEFERRED SHARES. The Board may also authorize the granting or sale
of Deferred Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements
contained in the following provisions:

         (a) Each such grant or sale shall constitute the agreement by the
Company to deliver Common Shares to the Participant in the future in
consideration of the performance of services, but subject to the fulfillment of
such conditions during the Deferral Period as the Board may specify.

         (b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.

         (c) Each such grant or sale shall be subject to a Deferral Period of
not less than one year, as determined by the Board at the Date of Grant except
(if the Board shall so determine) in the event of a Change in Control or other
similar transaction or event.

         (d) During the Deferral Period, the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of ownership
in the Deferred Shares and shall have no right to vote them, but the Board may,
at or after the Date of Grant, authorize the payment of dividend equivalents

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on such Shares on either a current or deferred or contingent basis, either in
cash or in additional Common Shares.

         (e) Each grant or sale of Deferred Shares shall be evidenced by an
Evidence of Award containing such terms and provisions, consistent with this
Plan, as the Board may approve.

         8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also
authorize the granting of Performance Shares and Performance Units that will
become payable to a Participant upon achievement of specified Management
Objectives. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the requirements, contained in the following
provisions:

         (a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which number may be subject to
adjustment reflect changes in compensation or other factors; provided, however,
that no such adjustment shall be made in the case of a Covered Employee.

         (b) The Performance Period with respect to each Performance Share or
Performance Unit shall be such period of time (not less than one year, except in
the event of a Change in Control or other similar transaction or event, if the
Board shall so determine) commencing with the Date of Grant (as shall be
determined by the Board at the time of grant).

         (c) Any grant of Performance Shares or Performance Units shall specify
Management Objectives that, if achieved, will result in payment or early payment
of the award, and each grant may specify with respect to such specified
Management Objectives a minimum acceptable level of achievement and shall set
forth a formula for determining the number of Performance Shares or Performance
Units that will be earned if performance is at or above the minimum level, but
falls short of full achievement of the specified Management Objectives. The
grant of Performance Shares or Performance Units shall specify that, before the
Performance Shares or Performance Units shall be earned and paid, the Board must
certify that the Management Objectives have been satisfied.

         (d) Each grant shall specify a minimum acceptable level of achievement
with respect to the specified Management Objectives below which no payment will
be made and shall set forth a formula for determining the amount of payment to
be made if performance is at or above such minimum but short of full achievement
of the Management Objectives.

         (e) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that have been earned. Any grant may
specify that the amount payable with respect thereto may be paid by the Company
in cash, in Common Shares or in any combination thereof and may either grant to
the Participant or retain in the Board the right to elect among those
alternatives.

         (f) Any grant of Performance Shares may specify that the amount payable
with respect thereto may not exceed a maximum specified by the Board at the Date
of Grant. Any grant of Performance Units may specify that the amount payable or
the number of Common Shares issued with respect thereto may not exceed maximums
specified by the Board at the Date of Grant.

         (g) The Board may, at or after the Date of Grant of Performance Shares,
provide for the payment of dividend equivalents to the holder thereof on either
a current or deferred or contingent basis, either in cash or in additional
Common Shares.

         (h) Each grant of Performance Shares or Performance Units shall be
evidenced by an Evidence of Award containing such other terms and provisions,
consistent with this Plan, as the Board may approve.

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         9. AWARDS TO NON-EMPLOYEE TRUSTEES. The Board may, from time to time
and upon such terms and conditions as it may determine, authorize the granting
to Non-Employee Trustees of options to purchase Common Shares and may also
authorize the grant or sale of Restricted Shares to Non-Employee Directors.

         (a) Each grant of Option Rights awarded pursuant to this Section 9
shall be evidenced by an Evidence of Award, and shall be subject to the
following additional terms and conditions:

             (i) Each grant shall specify the number of Common Shares to which
it pertains subject to the limitations set forth in Section 3 of this Plan.

             (ii) Each grant shall specify an Option Price per share, which may
not be less than the Market Value per Share on the Date of Grant.

             (iii) Each grant shall specify the period or periods (if any) of
continuous service on the Board by the holder of such Option Rights following
the grant that is necessary before the Option Rights or installments thereof
will become exercisable and may provide for the earlier exercise of such Option
Rights in the event of a Change in Control or other similar transaction or
event. No Option Right may be exercisable more than ten years from the Date of
Grant.

             (iv) In the event of the termination of service on the Board by the
holder of any such Option Rights, other than by reason of disability or death as
set forth in paragraph (v) hereof, the then outstanding Option Rights of such
holder may be exercised only to the extent that they were exercisable on the
date of such termination.

             (v) In the event of the death or disability of the holder of any
such Option Rights, each of the then outstanding Option Rights of such holder
may be exercised only to the extent that they were exercisable on the date of
such death or disability, but in no event after the expiration date of the term
of such Option Rights.

             (vi) If a Non-Employee Trustee subsequently becomes an employee of
the Company or a subsidiary of the Company while remaining a member of the
Board, any Option Rights held under the Plan by such individual at the time of
such commencement of employment shall not be affected thereby.

             (vii) Option Rights may be exercised by a Non-Employee Trustee only
upon payment to the Company in full of the Option Price of the Common Shares to
be delivered. Such payment shall be made in cash or in Common Shares previously
owned by the optionee for more than six months, or in a combination of cash and
such Common Shares.

             (viii) Each grant may provide for the automatic grant of Reload
Option Rights to an Optionee upon the exercise of Option Rights (including
Reload Option Rights) using Common Shares. Reload Option Rights shall cover up
to the number of Common Shares surrendered to the Company upon any such exercise
in payment of the Option Price. Reload Options may have an Option Price that is
no less than that which represents the same percentage of the Market Value per
Share at the time of exercise of the Option Rights that the per share Option
Price represented of the Market Value per Share at the time the Option Rights
being exercised were granted and shall be on such other terms as may be
specified by the Trustees, which may be the same as or different from those of
the original Option Rights.

         (b) Each grant or sale of Restricted Shares pursuant to this Section 9
shall be upon terms and conditions consistent with Section 6 of this Plan.

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         10. TRANSFERABILITY. (a) Except as otherwise determined by the Board,
no Option Right, Appreciation Right or other derivative security granted under
the Plan shall be transferable by an Optionee other than by will or the laws of
descent and distribution, except (in the case of a Participant who is not a
Trustee or officer of the Company) to a fully revocable trust of which the
Optionee is treated as the owner for federal income tax purposes. Except as
otherwise determined by the Board, Option Rights and Appreciation Rights shall
be exercisable during the Optionee's lifetime only by him or her or by his or
her guardian or legal representative. Notwithstanding the foregoing, the Board
in its sole discretion, may provide for transferability of particular awards
under this Plan so long as such provisions will not disqualify the exemption for
other awards under Rule 16b-3.

         (b) The Board may specify at the Date of Grant that part or all of the
Common Shares that are (i) to be issued or transferred by the Company upon the
exercise of Option Rights or Appreciation Rights, upon the termination of the
Deferral Period applicable to Deferred Shares or upon payment under any grant of
Performance Shares or Performance Units or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.

         11. ADJUSTMENTS. The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares and Performance Shares granted hereunder, in the prices
per share applicable to such Option Rights and Appreciation Rights and in the
kind of shares covered thereby, as the Board, in its sole discretion, exercised
in good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any share dividend, share split, combination of shares,
recapitalization or other change in the capital structure of the Company, (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities or (c) any other corporate
transaction or event having an effect similar to any of the foregoing. Moreover,
in the event of any such transaction or event, the Board, in its discretion, may
provide in substitution for any or all outstanding awards under this Plan such
alternative consideration as it, in good faith, may determine to be equitable in
the circumstances and may require in connection therewith the surrender of all
awards so replaced. The Board may also make or provide for such adjustments in
the numbers of shares specified in Section 3 of this Plan and in the number of
Option Rights to be granted automatically pursuant to Section 9 of this Plan as
the Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 11.

         12. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean if at any time any of the following events shall have occurred:

         (a) the Company is merged, consolidated or reorganized into or with
another corporation or other legal person and, as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding voting stock of such corporation or person
immediately after such transaction is held in the aggregate by the holders of
Voting Power immediately prior to such transaction;

         (b) the Company sells, liquidates, dissolves or otherwise transfers all
or substantially all of its assets to one or more persons or entities in a
single transaction or a series of related transactions other than a transfer or
sale to an entity other than an entity with respect to which a majority of the
combined voting power of the then-outstanding voting stock of such entity
immediately after such sale, liquidation, dissolution or transfer is held in the
aggregate by the holders of Voting Power immediately prior to such sale,
liquidation, dissolution or transfer;

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         (c) there is a report filed on Schedule 13D or Schedule TO (or any
successor schedule, form or report), as promulgated in each case pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (a "Person") has
become the beneficial owner (as the term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the Exchange
Act) of securities representing 50% or more of the combined voting power of the
then-outstanding Voting Power;

         (d) the Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in response to
Form 8-K or Schedule 14A (or any successor schedule, form or report or item
therein) that a change in control of the Company has occurred or will occur in
the future pursuant to any then-existing contract or transaction; or

         (e) if, during any period of 24 consecutive months, individuals who at
the beginning of any such period constitute the trustees of the Company cease
for any reason to constitute at least a majority thereof; provided, however,
that for the purposes of this clause (e) each trustee who is first elected (or
first nominated for election by the Company's shareholders) by a vote of at
least two-thirds of the Trustees of the Company then still in office who were
Trustees of the Company at the beginning of any such period will be deemed to
have been a Trustee of the Company at the beginning of such period, but
excluding any such Trustee whose initial assumption of office occurs as a result
of an actual or threatened election contest (within the meaning of Rule 14a-1 of
the Exchange Act) with respect to the election or removal of Trustees or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board.

         Notwithstanding the foregoing provisions of subsections (c) and (d)
above, unless otherwise determined in a specific case by majority vote of the
Board, a "Change in Control" shall not be deemed to have occurred for the
purposes of subsection (c) or (d) solely because (1) the Company, (2) a
subsidiary of the Company or (3) any Company-sponsored employee stock ownership
plan or any other employee benefit plan of the Company or any subsidiary of the
Company either files or becomes obligated to file a report or a proxy statement
under or in response to Schedule 13D, Schedule TO, Form 8-K or Schedule 14A (or
any successor schedule, form or report or item therein) under the Exchange Act
disclosing beneficial ownership by it of Voting Power in excess of 50% or
otherwise, or because the Company reports that a change in control of the
Company has occurred or will occur in the future by reason of such beneficial
ownership.

         13. FRACTIONAL SHARES. The Company shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement of fractions in cash.

         14. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment
of a portion of such benefit. Participants shall also make such arrangements as
the Company may require for the payment of any withholding tax obligations that
may arise in connection with the disposition of shares acquired upon the
execution of Option Rights. In no event, however, shall the Company accept
Common Shares for payment of taxes in excess of required tax withholding rates,
except that, in the discretion of the Committee, a Participant or such other
person may surrender Common Shares owned for more than six months to satisfy any
tax obligations resulting from any such transaction.

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         15. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by
the Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board (or subcommittee thereof),
consisting of not less than three Non-Employee Trustees appointed by the Board
of Trustees, each of whom shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 and an "outside director" within the meaning of Section 162(m) of
the Code. A majority of the committee (or subcommittee thereof) shall constitute
a quorum, and the action of the members of the committee (or subcommittee
thereof) present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the committee (or
subcommittee thereof).

         (b) The interpretation and construction by the Board of any provision
of this Plan or of any agreement, notification or document evidencing the grant
of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares or Performance Units and any determination by the Board
pursuant to any provision of this Plan or of any such agreement, notification or
document shall be final and conclusive. No member of the Board shall be liable
for any such action or determination made in good faith.

         16. GOVERNING LAW. The Plan and all awards granted and actions taken
thereunder shall be governed by and construed in accordance with the internal
substantive laws of the State of Maryland.

         17. AMENDMENTS, ETC. (a) The Board may at any time and from time to
time amend the Plan in whole or in part; provided, however, that any amendment
that must be approved by the shareholders of the Company in order to comply with
applicable law or the rules of any national securities exchange upon which the
Common Shares are traded or quoted, shall not be effective unless and until such
approval has been obtained. Presentation of this Plan or any amendment hereof
for shareholder approval shall not be construed to limit the Company's authority
to offer similar or dissimilar benefits in plans that do not require shareholder
approval.

         (b) The Board also may permit Participants to elect to defer the
issuance of Common Shares or the settlement of awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes
of this Plan. The Board also may provide that deferred issuances and settlements
include the payment or crediting of dividend equivalents or interest on the
deferral amounts.

         (c) The Board may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation
otherwise payable by the Company or a subsidiary of the Company to the
Participant.

         (d) In case of termination of employment by reason of death, disability
or normal or early retirement, or in the case of hardship or other special
circumstances, of a Participant who holds an Option Right or Appreciation Right
not immediately exercisable in full, or any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, or any Deferred Shares as to which the Deferral Period has not been
completed, or any Performance Shares or Performance Units that have not been
fully earned, or who holds Common Shares subject to any transfer restriction
imposed pursuant to Section 9(b) of this Plan, the Board may, in its sole
discretion, accelerate the time at which such Option Right or Appreciation Right
may be exercised or the time at which such substantial risk of forfeiture or
prohibition or restriction on transfer will lapse or the time when such Deferral
Period will end or the time at which such Performance Shares or Performance
Units will be deemed to have been fully earned or the time when such transfer
restriction will terminate or may waive any other limitation or requirement
under any such award.

         (e) This Plan shall not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any
subsidiary of the Company, nor shall it interfere in

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any way with any right the Company or any subsidiary of the Company would
otherwise have to terminate such Participant's employment or other service at
any time.

         (f) To the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as an Incentive Stock Option from
qualifying as such, that provision shall be null and void with respect to such
Option Right. Such provision, however, shall remain in effect for other Option
Rights and there shall be no further effect on any provision of this Plan.

         18. TERMINATION. No grant (other than an automatic grant of Reload
Option Rights) shall be made under this Plan more than 10 years after February
28, 2001, subject to approval by the shareholders of the Company at the 2001
Annual Meeting, but all grants made on or prior to such date shall continue in
effect thereafter subject to the terms thereof and of this Plan.


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