Exhibit 10.1



                         PROVIDENT SENIOR LIVING TRUST

                           LONG TERM INCENTIVE PLAN



      1.    Purpose. The purpose of this Provident Senior Living Trust Long
Term Incentive Plan (the "Plan") is to attract and retain qualified officers,
directors, trustees and employees of, and consultants to, Provident Senior
Living Trust, a Maryland real estate investment trust ("Provident Trust"), and
its Affiliates and to provide such persons with appropriate incentives.
Provident Trust has adopted the Plan effective as of March 31, 2004, and such
adoption has been approved by Provident Trust's shareholders. Unless extended
by amendment in accordance with the terms of the Plan, no Options,
Appreciation Rights, Restricted Shares, Restricted Units or LTIP Units will be
granted hereunder after the tenth anniversary of such effective date.

      2.    Definitions. As used in this Plan:

      "Affiliate" means a corporation, partnership, joint venture,
unincorporated association or other entity in which Provident Trust has a
direct or indirect ownership or other equity interest.

      "Appreciation Right" means a right, granted to a Participant pursuant to
Section 6 hereof to receive upon exercise of such right before a specified
date, to receive, in cash or Common Shares (or a combination thereof) as
determined by the Committee, an amount equal to the increase in Market Value
per Share, of a specified number of Common Shares over a specified exercise
price per share.

      "Board" means the Board of Trustees of Provident Trust.

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

      "Committee" means the Compensation Committee of the Board, as described
in Section 12(a) of this Plan, or, in the absence of a Compensation Committee,
the full Board.

      "Common Shares" means (i) common shares of beneficial ownership, par
value $0.001 per share, of Provident Trust and (ii) any security into which
Common Shares may be converted by reason of any transaction or event of the
type referred to in Section 8 of this Plan.

      "Date of Grant" means the date specified by the Committee on which a
grant of Restricted Shares, Restricted Units, LTIP Units, Options or
Appreciation Rights shall become effective, which shall not be earlier than
the date on which the Committee takes action with respect thereto.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

      "Exercise Price" means the purchase price payable upon the exercise of
an Option.

      "Grant Document" means an agreement or certificate which is provided by
the Committee to a Participant and which sets forth the terms and conditions
of the grant of Restricted Shares,


<PAGE>


Restricted Units, LTIP Units, Options or Appreciation Rights made to such
Participant in accordance herewith.

      "LTIP Unit" means an OP Unit, granted to a Participant pursuant to
Section 4 that is subject to the restrictions set forth in such Section.

      "Market Value per Share" means the fair market value per Common Share as
determined by the Committee from time to time.

      "Option" means a right, granted to a Participant pursuant to Section 5
to purchase on exercise of the Option, before a specified date and at a
specified Exercise Price per Common Share, a specified number of Common
Shares.

      "Optionee" means the person so designated in the Grant Document
evidencing an outstanding Option.

      "OP Unit" means a unit of partnership interest in PSLT OP, L.P.,
Provident Trust's operating partnership.

      "Participant" means a person who is selected by the Committee to receive
benefits under this Plan and who, at that time, is (or has accepted an offer
or appointment to become) an officer, director, trustee or employee of, or a
consultant to, Provident Trust or any Affiliate.

      "Restricted Period" means, in relation to Restricted Shares, Restricted
Units, LTIP Units or Common Shares received upon the exercise of Options, the
period determined by the Committee, during which restrictions on the
transferability of such Restricted Shares, Restricted Units, LTIP Units or
Common Shares received upon the exercise of Options are in effect.

      "Restricted Share" means a Common Share, granted to a Participant
pursuant to Article 4 that is subject to the restrictions set forth in such
Section.

      "Restricted Unit" means a right, granted to a Participant pursuant to
Section 4 of this Plan, to receive either (i) an amount in cash equal to the
Market Value per Share of one Common Share, or (ii) one Common Share, as
provided by the Committee at the time of grant.

      "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Exchange Act, or any
successor rule to the same effect.

      "Securities Act" means the Securities Act of 1933, as amended from time
to time.

      "Vesting Period" shall mean, in relation to Restricted Shares,
Restricted Units, LTIP Units, Options or Appreciation Rights, any period
determined by the Committee during which such Restricted Shares, Restricted
Units, LTIP Units, Options or Appreciation Rights may expire or be forfeited
if the Participant terminates service or if other circumstances specified by
the Committee arise.

      3.    Common Shares and OP Units Available Under the Plan.


                                       2
<PAGE>


(a)   Subject to adjustment as provided in Section 8 of this Plan, the number
of Common Shares and/or OP Units which may be (i) awarded as Restricted Shares
and released from substantial risk of forfeiture thereof, (ii) issued upon the
release from substantial risk of forfeiture and payment of Restricted Units,
(iii) awarded as LTIP Units and released from substantial risk of forfeiture
thereof, and (iv) issued or transferred upon the exercise of Options or
Appreciation Rights, initially shall not in the aggregate exceed 1,250,000
Common Shares and/or OP Units, which may be shares or units of original
issuance, shares or units held in treasury, or a combination thereof; provided
that as of the first day of each calendar quarter beginning after January 1,
2005, such aggregate number of Common Shares and/or OP Units shall
automatically be increased by __ percent of any net increase since the first
day of the preceding calendar quarter in the total number of Common Shares
actually outstanding (assuming all OP Units that are subject to redemption
rights are converted into Common Shares). For the purposes of this Section
3(a):

                  (i)   Upon payment or settlement in cash of the benefit
      provided by any award granted under this Plan, any Common Shares or OP
      Units that were covered by that award shall again be available for
      issuance or transfer hereunder; and

                  (ii)  Upon the full or partial payment of any exercise price
      by the transfer to Provident Trust of Common Shares or upon satisfaction
      of tax withholding obligations in connection with any such exercise or
      any other payment made or benefit realized under this Plan by the
      transfer or relinquishment of Common Shares or OP Units, there shall be
      deemed to have been issued or transferred under this Plan only the net
      number of Common Shares or OP Units (as applicable) actually issued or
      transferred by Provident Trust less the number of Common Shares or OP
      Units (as applicable) so transferred or relinquished.

            (b)   Notwithstanding any other provision of this Plan to the
contrary, no Participant shall be granted Options and Appreciation Rights, in
the aggregate, for more than 1,250,000 Common Shares during any two calendar
years, subject to adjustment as provided in Section 8 of this Plan.

      4.    Restricted Shares, Restricted Units and LTIP Units.

            (a)   Grants of Restricted Shares, Restricted Units and LTIP
Units. The Committee may select officers, directors, trustees, employees and
consultants to become Participants and grant Restricted Shares, Restricted
Units and/or LTIP Units to such Participants at any time. Before making
grants, the Committee may receive recommendations of the management of
Provident Trust that take into account such factors as level of
responsibility, current and past performance, and performance potential. The
grants of Restricted Shares, Restricted Units and/or LTIP Units shall be in
respect of such number of Common Shares or OP Units (as applicable), for such
amounts and subject to such terms and conditions as the Committee may
establish. Each grant to a Participant shall be evidenced by a Grant Document
stating the number of Common Shares or OP Units (as applicable) subject to the
Restricted Shares, Restricted Units and/or LTIP Units granted, the terms and
conditions of such grant, and the consequences of forfeiture that will apply
to such grant, and any other terms, conditions, or rights with respect to such
grant as the Committee may determine.


                                       3
<PAGE>


            (b)   Restricted Shares. At the time of grant of Restricted
Shares, subject to the receipt by Provident Trust of any applicable
consideration for such Restricted Shares, one or more certificates
representing the appropriate number of Common Shares granted to a Participant
shall be registered in his or her name, but shall be held by Provident Trust
for the account of the Participant. The Participant shall have all rights of a
holder as to such Common Shares, including the right to receive dividends, and
to vote such Common Shares, subject to the following restrictions: (i) the
Participant shall not be entitled to delivery of certificates representing
such Common Shares until the expiration of the Restricted Period; (ii) except
as otherwise provided in the Grant Document, none of the Restricted Shares may
be sold, transferred, assigned, pledged, or otherwise encumbered or disposed
of during the Restricted Period; and (iii) except as otherwise provided in the
Grant Document, all of the Restricted Shares shall be forfeited and all rights
of the Participant to such Restricted Shares shall terminate without further
obligation on the part of Provident Trust if the Participant terminates
service prior to the end of the Vesting Period applicable to such Restricted
Shares or does not fulfill all other requirements specified in the Grant
Document. Any Common Shares or other securities or property received with
respect to such shares shall be subject to the same restrictions as such
Restricted Shares.

            (c)   Restricted Units. During the Vesting Period (or, if longer,
the Restricted Period) for Restricted Units, upon the payment of a dividend on
a Common Share, a Participant may be paid, with respect to each such
Restricted Unit, a cash amount (or, if the Committee so determines, may be
granted additional Restricted Units having a value equal to the amount of such
dividend payment based on the Market Value per Share of a Common Share on the
date of such additional grant), in the same manner, at the same time and in
the same amount paid, as such dividend. Except as otherwise provided in the
Grant Document or as may be determined by the Committee, the Restricted Units
and all rights of the Participant to the Restricted Units shall be forfeited
without further obligation on the part of Provident Trust unless the
Participant remains in the continuous service with Provident Trust for the
entire Vesting Period applicable to such Restricted Units, except as provided
in the Grant Document.

            (d)   LTIP Units. At the time of grant of LTIP Units, subject to
the receipt by Provident Trust of any applicable consideration for such LTIP
Units, one or more certificates representing the appropriate number of LTIP
Units granted to a Participant shall be registered in his or her name, but
shall be held by Provident Trust for the account of the Participant. The
Participant shall have all rights of a unit holder as to such LTIP Units,
including the right to receive dividends, distributions and allocations, and
to convert such units into Common Shares, subject to the following
restrictions: (i) the Participant shall not be entitled to delivery of
certificates representing the LTIP Units until the expiration of the
Restricted Period; (ii) except as otherwise provided in the Grant Document,
none of the LTIP Units may be sold, transferred, assigned, pledged,
encumbered, redeemed, converted or disposed of during the Restricted Period;
and (iii) except as otherwise provided in the Grant Document, all of the LTIP
Units shall be forfeited and all rights of the Participant to such LTIP Units
shall terminate without further obligation on the part of Provident Trust if
the Participant terminates service prior to the end of the Vesting Period
applicable to such Restricted Shares or does not fulfill all other
requirements specified in the Grant Document. Any OP Units, Common Shares or
other securities or property


                                       4
<PAGE>


received with respect to such LTIP Units shall be subject to the same
restrictions as such LTIP Units.

            (e)   Adjustment with Respect to Restricted Shares, Restricted
Units and LTIP Units. Any other provision of the Plan or a Grant Document to
the contrary notwithstanding, the Committee may at any time, change or amend
the terms and conditions of any outstanding grant of Restricted Shares,
Restricted Units and/or LTIP Units, if it determines that conditions,
including but not limited to, changes in the economy, changes in competitive
conditions, changes in laws or governmental regulations, changes in generally
accepted accounting principles, changes in Provident Trust's accounting
policies, acquisitions or dispositions by Provident Trust, or the occurrence
of other unusual, unforeseen or extraordinary events, so warrant, provided
that, the Committee shall not be obligated to change all grants in the same
manner or treat all Participants the same.

            (f)   Payment of Restricted Shares and Restricted Units.

                  (i)   Restricted Shares. At the end of the Vesting Period
(or, if longer, the Restricted Period) applicable to the Participant's
Restricted Shares, all restrictions contained in the Grant Document or award
of Restricted Shares and in the Plan shall lapse, and the appropriate number
of Common Shares, net of any shares withheld at the end of the Vesting Period
pursuant to paragraph (h), shall be delivered to the Participant free of
restrictions, in the form of share certificates or credited to a brokerage
account as the Participant so directs.

                  (ii)  Restricted Units. At the end of the Vesting Period
(or, if longer, the Restricted Period) applicable to a Participant's
Restricted Units, there shall be paid to the Participant, either (1) an amount
in cash equal to the Market Value per Share of one Common Share for each
vested Restricted Unit measured on the last trading day of the Vesting Period
(or, if longer, the Restricted Period), or (2) one Common Share for each
vested Restricted Unit, in each case, net of shares withheld by Provident
Trust pursuant to paragraph (h), and free of restrictions. For Restricted
Units satisfied in Common Shares, the appropriate number of shares shall be
delivered to the Participant in the form of share certificates or credited to
a brokerage account as the Participant so directs.

            (g)   Payment of LTIP Units. At the end of the Vesting Period (or,
if longer, the Restricted Period) applicable to the Participant's LTIP Units,
all restrictions contained in the Grant Document or award of LTIP Units and in
the Plan shall lapse, and the appropriate number of OP Units (net of any
shares or units withheld at the end of the Vesting Period pursuant to
paragraph (h)), shall be delivered to the Participant free of restrictions, in
the form of OP Unit certificates (or, if and to the extent that such units are
converted into Common Shares, in the form of share certificates or credited to
a brokerage account as the Participant so directs).

            (h)   Payment of Taxes. In the event that an individual is subject
to any tax on Restricted Shares, Restricted Units and/or LTIP Units, Provident
Trust may permit the Participant to satisfy any federal, state, local or
social security tax withholding requirements that occur by deducting from the
number of whole Common Shares or OP Units (as applicable) otherwise
deliverable, such number of shares or units as shall have a Market Value per
Share, on the applicable date, equal to the tax required or permitted to be
withheld by Provident Trust.


                                       5
<PAGE>


            (i)   Deferral of Payment. The Committee may, in its sole
discretion, offer any Participant the right, by execution of a written
agreement with Provident Trust containing such terms and conditions as the
Committee shall in its sole discretion provide for, to extend the Vesting or
Restricted Periods applicable to all or any portion of such Participant's
Restricted Shares, Restricted Units or LTIP Units, to convert all or any
portion of such Participant's Restricted Shares into Restricted Units or to
defer the receipt of all or any portion of the payment, if any, for such
Participant's Restricted Units or LTIP Units (including any Restricted Shares
converted into Restricted Units) pursuant to such guidelines as the Committee
may establish from time to time. In the event that any Vesting Period with
respect to Restricted Shares, Restricted Units and/or LTIP Units is extended
pursuant to this Section 4(i), the Restricted Period with respect to such
Restricted Shares, Restricted Units and/or LTIP Units (as applicable) shall be
extended to the same date, provided that in no event shall such deferral
result in the acceleration of the Restricted Period for such Restricted
Shares, Restricted Units and/or LTIP Units. The provisions of any written
agreement with a Participant pursuant to this Section 4(i) may provide for the
payment or crediting of interest, an appreciation factor or index or dividend
equivalents, as appropriate.

      5.    Stock Options.

            (a)   Grants of Stock Options. The Committee may select officers,
directors, trustees, employees and consultants to become Participants and
grant Options to such Participants at any time. Before making grants, the
Committee may receive the recommendations of the management of Provident
Trust, which will take into account such factors as level of responsibility,
current and past performance, and performance potential. Subject to the
provisions of the Plan, the Committee shall also determine the number of
Common Shares to be covered by each Option. The Committee may grant an
Appreciation Right in connection with an Option, as provided in Section 6.

            (b)   Option Documentation. Each Option granted under the Plan
shall be evidenced by a Grant Document stating the number of Common Shares
subject to the Option, the terms and conditions of such grant, any Vesting
Period or Restricted Period, the expiration date of such Option and the events
of and the consequences of forfeiture that will apply to such Option, and any
other terms, conditions or rights with respect to such grant as the Committee
may deem appropriate and are not inconsistent with the provisions of the Plan.

            (c)   Exercise Price. The Committee shall establish the exercise
price at the time any Option is granted, except that such exercise price shall
not be less than 80% of the Market Value per Share of the underlying Common
Shares on the day an Option is granted. The exercise price will be subject to
adjustment in accordance with the provisions of Article V of the Plan.

            (d)   Exercise of Stock Options.

                  (i)   Exercisability and Vesting. Options shall become
exercisable at such times and in such installments as the Committee may
provide at the time of grant. The Committee also may, but shall not be
required to, set a Vesting Period for grants of Options. Once an Option
becomes exercisable, an Option may be exercised from the time first set by the


                                       6
<PAGE>


Committee until the close of business on the expiration date of the Option,
subject to (1) the limitations imposed by Provident Trust policies with
respect to employee trading and (2) any limitations on exercise following
termination of employment that are contained in the Grant Document.

                  (ii)  Option Period. For each Option granted, the Committee
shall specify the period during which the Option may be exercised, provided
that no Option shall be exercisable after the expiration of ten years from the
date of grant of such Option.

            (e)   Payment of Exercise Price and Tax Liability Upon Exercise.

                  (i)   Payment of Purchase Price. The exercise price per
share of the Common Shares as to which an Option is exercised shall be paid to
Provident Trust at the time of exercise (1) in cash, (2) by actual delivery or
attestation to ownership of freely transferable Common Shares already owned by
the person exercising the Option (in accordance with rules established by the
Committee from time to time) having a total real-time market price, at the
time of delivery or attestation and on the date of exercise, equal to the
exercise price, (3) a combination of cash and Common Shares equal in value to
the exercise price, or (4) by such other means as the Committee, in its sole
discretion, may determine.

                  (ii)  Payment of Taxes. Upon exercise, a Participant may
elect to satisfy any federal, state, local, foreign, and social security taxes
required or permitted by law to be withheld that arise as a result of the
exercise of an Option by directing Provident Trust to withhold from the Common
Shares otherwise deliverable upon the exercise of such Option, such number of
shares as shall have a total real-time market price at the time and on the
date of exercise, at least equal to the amount of tax to be withheld.

            (f)   Delivery of Shares. Upon receipt by Provident Trust of the
exercise price and satisfaction of all tax obligations, share certificate(s)
for the Common Shares as to which an Option is exercised (net of any shares
withheld pursuant to paragraph (e) above) shall be delivered to the person in
whose name the Option is outstanding or such person's estate or beneficiaries,
as the case may be, or such Common Shares shall be credited to a brokerage
account or otherwise delivered, in such manner as such person or such person's
estate or beneficiaries, as the case may be, may direct.

            (g)   Deferral of Option Shares. The Committee may from time to
time establish procedures pursuant to which a holder of an Option may elect to
defer, until a time or times later than the exercise of an Option, receipt of
all or a portion of the Common Shares subject to such Option and/or to receive
cash at such later time or times in lieu of such deferred Common Shares, all
on such terms and conditions as the Committee shall determine. If any such
deferrals are permitted, a Participant who elects such deferral shall not have
any rights as a shareholder with respect to such deferred shares unless and
until Common Shares are actually delivered to him or her.

      6.    Appreciation Rights.


                                       7
<PAGE>


            (a)   Grants of Appreciation Rights. The Committee may select
officers, directors, trustees, employees and consultants to become
Participants and grant Appreciation Rights to such Participants at any time.
Before making grants, the Committee may receive the recommendations of the
management of Provident Trust, which will take into account such factors as
level of responsibility, current and past performance, and performance
potential. Subject to the provisions of the Plan, the Committee shall have the
authority to grant Appreciation Rights, with or without associated dividend
equivalents, in connection with an Option or independently as a stand-alone
award. The Committee may grant Appreciation Rights in connection with an
Option, either at the time of grant or by amendment, in which case each such
Appreciation Right shall be subject to the same terms and conditions as the
related Option and shall be exercisable only at such times and to such extent
as the related Option is exercisable. A Appreciation Right granted in
connection with an Option shall entitle the holder to surrender to Provident
Trust the related Option unexercised, or any portion thereof, and receive from
Provident Trust in exchange therefor an amount equal to the excess of the
Market Value per Share of one Common Share on the day of the surrender of such
Option over the Option exercise price times the number of Common Shares
underlying the Option, or portion thereof, that is surrendered. An
Appreciation Right granted independently of an Option shall entitle the holder
to receive upon exercise an amount equal to the excess of the Market Value per
Share of one Common Share on the day preceding the exercise of the
Appreciation Right over the Market Value per Share of one Common Share on the
date such Appreciation Right was granted, or such other price determined by
the Committee at the time of grant, which shall in no event be less than 100%
of the Market Value per Share of one Common Share on the date such
Appreciation Right was granted. In addition, the maximum term of Appreciation
Rights shall not exceed ten years.

            (b)   Payment Upon Exercise of Appreciation Rights. Provident
Trust's obligation to any Participant exercising an Appreciation Right may be
paid in cash or Common Shares, or partly in cash and partly in Common Shares,
at the sole discretion of the Committee. The number of Common Shares
deliverable upon the satisfaction of an obligation in respect of an
Appreciation Right that is satisfied in Common Shares shall be determined
based on the Market Value per Share of a Common Share on the date of exercise
of such Appreciation Right.

            (c)   Deferral of Payment. The Committee may from time to time
establish procedures pursuant to which a holder of an Appreciation Right may
elect to defer, until a time or times later than the exercise of an
Appreciation Right, receipt of any associated dividend equivalents, all or a
portion of the cash or Common Shares to be received in payment upon the
exercise of such Appreciation Right, and/or to receive cash at such later time
or times in lieu of such deferred shares, all on such terms and conditions as
the Committee shall determine. If any such deferrals are permitted, a
Participant who elects such deferral shall not have any rights as a
stockholder with respect to such deferred shares or amounts until Common
Shares are actually delivered to the Participant.

      7.    Transferability. Except as otherwise provided in the Grant
Document, a Participant's rights under the Plan, including the right to any
amounts, shares or units payable or distributable in respect of an award under
the Plan, may not be assigned, pledged, or otherwise transferred except, in
the event of a Participant's death, to his or her designated beneficiary or,
in the absence of such a designation, by will or the laws of descent and
distribution. All Options


                                      8
<PAGE>


and Appreciation Rights shall be exercisable, subject to the terms of this
Plan, only by the Participant, or, in the event of the Participant's
disability, his or her guardian or legal representative.

      8.    Adjustments.

            (a)   The Committee may make or provide for such adjustments in
the number of Common Shares covered by outstanding Restricted Shares,
Restricted Units, LTIP Units, Options or Appreciation Rights granted
hereunder, the exercise prices per Common Share applicable to any such Options
and Appreciation Rights, the number of OP Units covered by outstanding LTIP
Units, and the kind of shares (including shares of another issuer) covered
thereby, as the Committee may in good faith determine to be equitably required
in order to prevent dilution or expansion of the rights of Participants that
otherwise would result from (i) any share dividend, share split, combination
of shares, recapitalization or similar change in the capital structure of
Provident Trust or (ii) any merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of warrants or other rights to purchase
securities or any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or
event, the Committee may provide in substitution for any or all outstanding
awards under this Plan such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in
connection therewith the surrender of all awards so replaced. Moreover, the
Committee may on or after the Date of Grant provide in the Grant Document
evidencing any award under this Plan that the holder of the award may elect to
receive an equivalent award in respect of securities of the surviving entity
of any merger, consolidation or other transaction or event having a similar
effect, or the Committee may provide that the holder will automatically be
entitled to receive such an equivalent award. The Committee may also make or
provide for such adjustments in the maximum numbers of Common Shares specified
in Section 3 of this Plan as the Committee may in good faith determine to be
appropriate in order to reflect any transaction or event described in this
Section 8.

            (b)   If another entity is merged into Provident Trust or
Provident Trust otherwise acquires another entity, the Committee may elect to
assume under this Plan any or all outstanding options or other awards granted
by such entity under any option or other plan adopted by it prior to such
acquisition. Such assumptions shall be on such terms and conditions as the
Committee may determine; provided, however, that the awards as so assumed do
not contain any terms, conditions or rights that are inconsistent with the
terms of this Plan. Unless otherwise determined by the Committee, such awards
shall not be taken into account for purposes of the limitations contained in
Section 3 of this Plan.

      9.    Fractional Shares. Provident Trust shall not be required to issue
any fractional Common Shares pursuant to this Plan. The Committee may provide
for the elimination of fractions or for the settlement thereof in cash.

      10.   Withholding. To the extent that Provident Trust 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 Provident Trust for the withholding are insufficient,
it shall be a condition to the receipt of any such payment or the realization
of any such benefit that the Participant or such other person make
arrangements


                                       9
<PAGE>


satisfactory to Provident Trust for payment of the balance of any taxes
required to be withheld. At the discretion of the Committee, any such
arrangements may without limitation include voluntary or mandatory
relinquishment of a portion of any such payment or benefit (up to the
employer's minimum required tax withholding rate to the extent that shares are
withheld from an award) or the surrender of outstanding Common Shares (up to
the employer's minimum required tax withholding rate to the extent that the
Participant has held the shares for less than six months) and, in accordance
with applicable law, one or more full-recourse loans from Provident Trust to
the Participant. Provident Trust and any Participant or such other person may
also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

      11.   Certain Terminations of Services, Hardship, and Approved Leaves of
Absence. Notwithstanding any other provision of this Plan to the contrary, in
the event of the termination of services by reason of death, disability,
normal retirement, early retirement with the consent of Provident Trust,
termination of services to enter public or military service with the consent
of Provident Trust or leave of absence approved by Provident Trust, or in the
event of hardship or other special circumstances, of a Participant who holds
an Option or Appreciation Right that is not immediately and fully exercisable,
any Restricted Shares, Restricted Units or LTIP Units as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer
or payment has not lapsed, the Committee may take any action that it deems to
be equitable under the circumstances or in the best interests of Provident
Trust, including without limitation waiving or modifying any limitation or
requirement with respect to any award under this Plan.

      12.   Administration of the Plan.

            (a)   This Plan shall be administered by the Compensation
Committee of the Board, which shall be composed of not less than two members
of the Board, or, in the absence of a Compensation Committee, by the full
Board. At any time that awards under the Plan are subject to Rule 16b-3, each
member of the Compensation Committee shall be a "non-employee director" within
the meaning of such Rule. In addition, at any time that Provident Trust is
subject to Section 162(m) of the Code, each member of the Compensation
Committee shall be an "outside director" within the meaning of such Section. A
majority of the Committee shall constitute a quorum, and the acts of the
members of the Committee who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the
Committee in writing, shall be the acts of the Committee. Notwithstanding the
foregoing, the Committee may delegate to the President and/or the Chief
Executive Officer of Provident Trust (or the delegate of either or both such
officers) its rights, duties and responsibilities under the Plan with respect
to Participants who are not subject to Rule 16b-3 and Section 162(m) of the
Code, subject to applicable law and such terms and conditions as the Committee
may impose.

            (b)   The interpretation and construction by the Committee of any
provision of this Plan or any Grant Document evidencing the grant of
Restricted Shares, Restricted Units, LTIP Units, Options or Appreciation
Rights, and any determination by the Committee pursuant to any provision of
this Plan or any such Grant Document, shall be final and conclusive. No member
of the Committee shall be liable for any such action taken or determination
made in good faith. In addition, for indemnification purposes, service on the
Committee shall constitute service as a member of the Board.


                                      10
<PAGE>


            (c)   The expenses of administering the Plan shall be borne by
Provident Trust.

      13.   Market Standoff. In connection with any underwritten public
offering by Provident Trust of its equity securities pursuant to an effective
registration statement filed under the Securities Act, including Provident
Trust's initial public offering, a person shall not sell, make any short sale
of, loan, hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose of or transfer for value or otherwise pursuant to an award
granted under the Plan without the prior written consent of Provident Trust or
its underwriters. Such limitations shall be in effect for such period of time
as may be requested by Provident Trust or such underwriters; provided,
however, that in no event shall such period exceed 180 days. The limitations
of this Section 13 shall in all events terminate two years after the effective
date of Provident Trust's initial public offering.

      14.   Designation of Beneficiary. A Participant, or the permitted
transferee of a Restricted Share, Restricted Unit, LTIP Unit, Option or
Appreciation Right, may designate, in a writing delivered to Provident Trust
before his or her death, a person or persons or entity or entities to receive,
in the event of his or her death, any rights in respect of awards which he or
she has been granted and are entitled to under the Plan and the Grant
Document. A Participant or permitted transferee, may also designate an
alternate beneficiary to receive payments if the primary beneficiary does not
survive the Participant or the transferee. A Participant or permitted
transferee may designate more than one person or entity as his or her
beneficiary or alternate beneficiary, in which case such beneficiaries would
receive payments as joint tenants with a right of survivorship. A beneficiary
designation under the Plan will apply to future grants unless changed or
revoked by a Participant or the permitted transferee by filing a written or
electronic notification of such change or revocation with Provident Trust. If
a Participant or permitted transferee fails to designate a beneficiary, then
his or her estate shall be deemed to be his or her beneficiary.

      15    Amendments and Other Matters.

            (a)   This Plan may be amended from time to time by the Committee;
provided, however, that except as expressly authorized by this Plan, no such
amendment shall cause this Plan to cease to satisfy any applicable condition
of Rule 16b-3 or cause any award under the Plan to cease to qualify for any
applicable exception under Section 162(m) of the Code, without the further
approval of the shareholders of Provident Trust.

            (b)   With the concurrence of the affected Participant, the
Committee may cancel any Grant Document or other agreement evidencing any
award granted under this Plan. In the event of any such cancellation, the
Committee may authorize the granting of new or other awards hereunder, which
may or may not cover the same number of Common Shares as had been covered by
the cancelled award, at such exercise price, in such manner and subject to
such other terms, conditions and discretion as would have been permitted under
this Plan had the cancelled award not been granted.

            (c)   The Committee may condition the grant of any award or
combination of awards authorized under this Plan on (i) the surrender or
deferral by the Participant of his or her right to receive a cash bonus or
other compensation otherwise payable by Provident Trust or any Affiliate to
the Participant, or (ii) the Participant entering into, or agreeing to enter
into, one or more


                                      11
<PAGE>


agreements governing the rights of shareholders of Provident Trust or any
related entity, including without limitation stockholders agreements,
underwriting agreements, and lockup agreements.

            (d)   This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with Provident
Trust or any Affiliate and shall not interfere in any way with any right that
Provident Trust or any Affiliate would otherwise have to terminate any
Participant's service at any time.

            (e)   Neither the Plan nor any grant made hereunder shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between Provident Trust and a Participant or any other person. To
the extent that any person acquires a right to receive payments from Provident
Trust pursuant to a grant under the Plan, such right shall be no greater than
the right of any unsecured general creditor of Provident Trust.

            (f)   Any award that may be made pursuant to an amendment to this
Plan that shall have been adopted without the approval of the shareholders of
Provident Trust shall be null and void if it is subsequently determined that
such approval was required under the terms of the Plan or applicable law and
such approval was not obtained by such time as may be required by applicable
law.

            (g)   Unless otherwise determined by the Committee, this Plan is
intended to comply with Rule 16b-3 at all times that awards hereunder are
subject to such Rule.

            (h)   In the case of a grant of an award to any employee of, or
service provider to, an Affiliate, Provident Trust may, if the Committee so
directs, issue or transfer the Common Shares, if any, covered by the award to
the Affiliate, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Affiliate will transfer the
Common Shares to the employee or service provider in accordance with the terms
of the award specified by the Committee. All Common Shares underlying awards
that are forfeited or canceled shall revert to Provident Trust.







                                      12