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                                                                  EXHIBIT 10.25
                            CCA PRISON REALTY TRUST

                       1997 EMPLOYEE SHARE INCENTIVE PLAN


     SECTION 1. Purpose; Definitions.

     The purpose of the CCA Realty Trust 1997 Employee Share Incentive Plan
(the "Plan") is to enable CCA Realty Trust (the "Company") to attract, retain
and reward key employees of the Company and the Chairman of the Company's Board
of Trustees (the "Board"), and strengthen the mutuality of interests between
such individuals and the Company's shareholders, by offering such individuals
performance-based share incentives and/or other equity interests or
equity-based incentives in the Company, as well as performance-based incentives
payable in cash.

     For purposes of the Plan, the following terms shall be defined as set
forth below:

     a. "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Company directly or indirectly owns at least 20% of
the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.

     b. "Board" means the Board of Trustees of the Company.

     c. "Book Value" means, as of any given date, on a per share basis (i) the
shareholders' equity in the Company as of the end of the immediately preceding
fiscal year as reflected in the Company's consolidated balance sheet, subject
to such adjustments as the Committee shall specify at or after grant, divided
by (ii) the number of then outstanding Shares as of such year-end date (as
adjusted by the Committee for subsequent events).

     d. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     e. "Committee" means the Committee referred to in Section 2 of the Plan.
If at any time no Committee shall be in office, then the functions of the
Committee specified in the Plan shall be exercised by the Board.

     f. "Company" means CCA Prison Realty Trust, a Maryland real estate
investment trust, or any successor trust or corporation.

     g. "Deferral Period" means the period described in Section 8(a) below.

     h. "Deferred Shares" means an award made pursuant to Section 8 below of
the right to receive Shares at the end of a specified Deferral Period.

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     i. "Disability" means disability as determined under procedures
established by the Committee for purposes of this Plan.

     j. "Early Retirement" means retirement, with the express consent for
purposes of this Plan of the Company at or before the time of such retirement,
from active employment with the Company and any Subsidiary or Affiliate on or
after attainment of age sixty-two (62) but before attainment of age sixty-five
(65).

     k. "Fair Market Value" means, as of any given date, unless otherwise
determined by the Committee in good faith, the reported closing price of the
Shares on the New York Stock Exchange or, if no such sale of Shares is reported
on the New York Stock Exchange on such date, the fair market value of the
Shares as determined by the Committee in good faith.

     l. "Immediate Family Member" means a person described in Section 5(e)
below.

     m. "Incentive Option" means any Share Option intended to be and designated
as an "Incentive Stock Option" within the meaning of Section 422 of the Code.

     n. "Non-Qualified Option" means any Share Option that is not an Incentive
Option.

     o. "Normal Retirement" means retirement from active employment with the
Company and any Subsidiary or Affiliate on or after age 65.

     p. "Other Share-Based Award" means an award under Section 10 below that is
valued in whole or in part by reference to, or is otherwise based on, Shares.

     q. "Plan" means this CCA Realty Trust 1997 Employee Share Incentive Plan,
as hereinafter amended from time to time.

     r. "Restricted Shares" means an award of Shares that is subject to
restrictions under Section 7 below.

     s. "Restriction Period" means the period described in Section 7(c) below.

     t. "Retirement" means Normal or Early Retirement.

     u. "Shares" means the Common Shares, $.01 par value per share, of the
Company.

     v. "Share Appreciation Right" means the right pursuant to an award granted
under Section 6 below to receive upon exercise an amount equal to the excess of
the Fair Market Value of one Share over the price per share specified in the
award agreement multiplied by the number of Shares in respect of which a Share
Appreciation Right has been exercised.



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     w. "Share Option" or "Option" means any option to purchase Shares
(including Restricted Shares and Deferred Shares, if the Committee so
determines) granted pursuant to Section 5 below.

     x. "Share Purchase Right" means the right to purchase Shares pursuant to
Section 9.

     y. "Subsidiary" means any corporation (or other entity) in an unbroken
chain of corporations and other entities beginning with the Company if each of
the corporations and other entities (other than the last corporation or other
entity in the unbroken chain) owns equity interests possessing more than 50% of
the total combined voting power of all classes of equity interests in one of
the other corporations or entities in the chain.

     In addition, the terms "Change in Control", "Potential Change in Control"
and "Change in Control Price" shall have meanings set forth, respectively, in
Sections 11(b), (c) and (d) below.

     SECTION 2. Administration.

     The Plan shall be administered by the Compensation Committee of the Board.
The functions of the Committee specified in the Plan shall be exercised by the
Board, if and to the extent that no Committee exists which has the authority to
so administer the Plan.

     The Committee shall have full authority to grant, pursuant to the terms of
the Plan, to officers and other key employees eligible under Section 4: (i)
Share Options, (ii) Share Appreciation Rights, (iii) Restricted Shares, (iv)
Deferred Shares, (v) Share Purchase Rights and/or (vi) Other Share-Based
Awards.

     In particular, the Committee shall have the authority:

          (i)    to select the officers and other key employees of the Company
     and its Subsidiaries and Affiliates to whom Share Options, Share
     Appreciation Rights, Restricted Shares, Deferred Shares, Share Purchase
     Rights and/or Other Share-Based Awards may from time to time be granted
     hereunder;

          (ii)   to determine whether and to what extent Incentive Options,
     Non-Qualified Options, Share Appreciation Rights, Restricted Shares,
     Deferred Shares, Share Purchase Rights and/or Other Share-Based Awards, or
     any combination thereof, are to be granted hereunder to one or more
     eligible employees;

          (iii)  to determine the number of shares to be covered by each such 
     award granted hereunder;

          (iv)   to determine the terms and conditions, not inconsistent with 
     the terms of the Plan, of any award granted hereunder (including, but not
     limited to, the share price and any



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     restriction or limitation, or any vesting acceleration or waiver of
     forfeiture restrictions regarding any Share Option or other award and/or   
     the Shares relating thereto, based in each case on such factors as the
     Committee shall determine, in its sole discretion);

          (v)     to determine whether and under what circumstances a Share 
     Option may be settled in cash, Restricted Shares and/or Deferred Shares
     under Section 5(k) or (l), as applicable, instead of Shares that are
     neither Restricted Shares nor Deferred Shares;

          (vi)    to determine whether, to what extent and under what 
     circumstances Option grants and/or other awards under the Plan and/or
     other cash awards made by the Company are to be made, and operate, on a
     tandem basis vis-a-vis other awards under the Plan and/or cash awards made
     outside of the Plan, or on an additive basis;

          (vii)   to determine whether, to what extent and under what
     circumstances Shares and other amounts payable with respect to an award
     under this Plan shall be deferred either automatically or at the election
     of the participant (including providing for and determining the amount (if
     any) of any deemed earnings on any deferred amount during any deferral
     period); and

          (viii)  to determine the terms and restrictions applicable to Share
     Purchase Rights and the Shares purchased by exercising such rights.

     The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

     All decisions made by the Committee pursuant to the provisions of the Plan
shall be made in the Committee's sole discretion and shall be final and binding
on all persons, including the Company and Plan participants.

     SECTION 3. Shares Subject to Plan.

     The total number of Shares reserved and available for distribution under
the Plan shall be 1,300,000 shares. Such Shares may consist, in whole or in
part, of authorized and unissued Shares or treasury Shares.

     Subject to Section 6(b)(iv) below, if any Shares that have been optioned
cease to be subject to a Share Option, or if any such Shares that are subject
to any Restricted Shares or Deferred Shares award, Share Purchase Right or
Other Share-Based Award granted hereunder are forfeited or any such award
otherwise terminates without a payment being made to the participant in the
form of Shares, such shares shall again be available for distribution in
connection with future awards under the Plan.


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         In the event of any merger, reorganization, consolidation,
recapitalization, Share dividend, Share split or other change in corporate
structure affecting the Shares, an adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of Shares subject to outstanding Options granted under the Plan, in the
number and purchase price of Shares subject to outstanding Share Purchase
Rights under the Plan, and in the number of Shares subject to other outstanding
awards granted under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of shares subject
to any award shall always be a whole number. Such adjusted option price shall
also be used to determine the amount payable by the Company upon the exercise
of any Share Appreciation Right associated with any Share Option.

     SECTION 4. Eligibility.

     The Chairman of the Board, all Officers and other key employees of the
Company and its Subsidiaries and Affiliates (but excluding members of the
Committee) who are responsible for or contribute to the management, growth
and/or profitability of the business of the Company and/or its Subsidiaries and
Affiliates are eligible to be granted awards under the Plan; provided, however,
that the Chairman of the Board shall not be eligible to receive Incentive
Options hereunder. Except as provided in the preceding sentence, any reference
herein to "employees" and their employment by the Company shall be deemed to
include the Chairman of the Board and his service as a trustee of the Company,
unless otherwise determined by the Committee. Without limiting the generality
of the foregoing, the Committee shall have the full authority to interpret the
provisions of the Plan as they may apply (or may not apply) to the Chairman of
the Board, and any determination by the Committee in this regard shall be final
and conclusive.

     SECTION 5. Share Options.

     Share Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Share Option granted under the Plan shall be in such form as the Committee may
from time to time approve.

     Share Options granted under the Plan may be of two types: (i) Incentive
Options and (ii) Non-Qualified Options.

     The Committee shall have the authority to grant to any optionee Incentive
Options, Non-Qualified Options, or both types of Share Options (in each case
with or without Share Appreciation Rights).

     Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:


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     (a)    Option Price. The option price per Share purchasable under a Share
Option shall be determined by the Committee at the time of grant but shall be
not less than 100% of the Fair Market Value of the Shares at grant, in the case
of Incentive Options, and not less than 50% of the Fair Market Value of the
Shares at grant, in the case of Non-Qualified Options.

     (b)    Option Term. The term of each Share Option shall be fixed by the
Committee, but no Share Option shall be exercisable more than ten years after
the date the Option is granted.

     (c)    Exercisability. Share Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant; provided, however, that, except as provided in
Section 5(f) and (g) and Section 11, unless otherwise determined by the
Committee at or after grant, no Share Option shall be exercisable prior to the
later of (i) the first anniversary date of the granting of the Option or (ii)
the second anniversary date of employment of the employee by the Company. If
the Committee provides, in its sole discretion, that any Share Option is
exercisable only in installments, the Committee may waive such installment
exercise provisions at any time at or after grant in whole or in part, based on
such factors as the Committee shall determine, in its sole discretion.

     (d)    Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Share Options may be exercised in whole or
in part at any time during the option period, by giving written notice of
exercise to the Company specifying the number of shares to be purchased.

     Such notice shall be accompanied by payment in full of the purchase price,
either by check, note or such other instrument as the Committee may accept. As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may also be made in the form of a Share Option or
unrestricted Shares already owned by the optionee or, in the case of the
exercise of a Non-Qualified Option, Restricted Shares or Deferred Shares
subject to an award hereunder (based, in each case, on the Fair Market Value of
the Share Option or the Shares on the date the option is exercised, as
determined by the Committee).

     If payment of the option exercise price of a Non-Qualified Option is made
in whole or in part in the form of Restricted Shares or Deferred Shares, such
Restricted Shares or Deferred Shares (and any replacement shares relating
thereto) shall remain (or be) restricted or deferred, as the case may be, in
accordance with the original terms of the Restricted Shares award or Deferred
Shares award in question, and any additional Shares received upon the exercise
shall be subject to the same forfeiture restrictions or deferral limitations,
unless otherwise determined by the Committee, in its sole discretion, at or
after grant.

     No Shares shall be issued until full payment therefor has been made. An
optionee shall generally have the rights to dividends or other rights of a
shareholder with respect to shares subject to the Option when the optionee has
given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 14(a).



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     (e)    Transferability of Options. Incentive Options shall be transferable
by the optionee only by will or by the laws of descent and shall be
exercisable, during the optionee's lifetime, only by the optionee.
Non-Qualified Options shall be transferable by the optionee by will or by the
laws of descent or to (i) the spouse, children or grandchildren of the optionee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit
of such Immediate Family Members, (iii) a partnership in which such Immediate
Family Members are the only partners, or (iv) one or more entities in which the
optionee has a 10% or greater equity interest, provided that (y) the share
option agreement pursuant to which such Non-Qualified Options are granted must
be approved by the Committee, and (z) subsequent transfers of transferred
Non-Qualified Options shall be prohibited except those in accordance with this
subparagraph (e). Following transfer, any such Non-Qualified Options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of this Plan or the
option agreement executed pursuant hereto, the term "optionee" shall be deemed
to refer to the transferee.

     (f)    Termination by Death. Subject to Section 5(j), if an optionee's
employment by the Company and any Subsidiary or Affiliate terminates by reason
of death, any Share Option held by such optionee may thereafter be exercised,
to the extent such option was exercisable at the time of death or on such
accelerated basis as the Committee may determine at or after grant (or as may
be determined in accordance with procedures established by the Committee), by
the legal representative of the estate or by the legatee of the optionee under
the will of the optionee, for a period of one year (or such other period as the
Committee may specify at grant) from the date of such death or until the
expiration of the stated term of such Share Option, whichever period is the
shorter.

     (g)    Termination by Reason of Disability. Subject to Section 5(j), if an
optionee's employment by the Company and any Subsidiary or Affiliate terminates
by reason of Disability, any Share Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at the time of
termination or on such accelerated basis as the Committee may determine at or
after grant (or as may be determined in accordance with procedures established
by the Committee), for a period of three years (or such other period as the
Committee may specify at grant) from the date of such termination of employment
or until the expiration of the stated term of such Share Option, whichever
period is the shorter; provided, however, that, if the optionee dies within
such three-year period (or such other period as the Committee shall specify at
grant), any unexercised Share Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for
a period of one year from the date of such death or until the expiration of the
stated term of such Share Option, whichever period is the shorter. In the event
of termination of employment by reason of Disability, if an Incentive Option is
exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Share Option will thereafter be treated as a
Non-Qualified Option.

     (h)     Termination by Reason of Retirement. Subject to Section 5(j),
if an optionee's employment by the Company and any Subsidiary or Affiliate
terminates by reason of Normal or Early Retirement, any Share Option held by
such optionee may thereafter be exercised by the optionee, to the extent it was
exercisable at the time of such Retirement or on such accelerated basis 



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as the Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), for a period of three
years (or such other period as Committee may specify at grant) from the date of
such termination of employment or the expiration of the stated term of such
Share Option, whichever period is the shorter; provided, however, that, if the
optionee dies within such three-year period (or such other period as the
Committee may specify at grant), any unexercised Share Option held by such
optionee shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of one year from the date of
such death or until the expiration of the stated term of such Share Option,
whichever period is the shorter. In the event of termination of employment by
reason of Retirement, if an Incentive Option is exercised after the expiration
of the exercise periods that apply for purposes of Section 422 of the Code, the
option will thereafter be treated as a Non-Qualified Option.

     (i) Other Termination. Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if an
optionee's employment by the Company and any Subsidiary or Affiliate terminates
for any reason other than death, Disability or Normal or Early Retirement, the
Share Option shall thereupon terminate.

     (j) Incentive Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of the optionee(s) affected, to disqualify
any Incentive Option under such Section 422.

     If an Incentive Option granted under this Plan is first exercisable in any
calendar year to obtain Shares having a fair market value (determined at the
time of grant) in excess of $100,000, the option is treated as an Incentive
Option for Shares having a fair market value (determined at the time of grant)
equal to $100,000 and as a Non-Qualified Option for the remaining Shares. In
making this determination, the rules specified in Section 422(d) of the Code
shall be determinative, including the aggregate of all Incentive Options which
are first exercisable in that calendar year under any plan of the Company.

     To the extent permitted under Section 422 of the Code or the applicable
regulations thereunder or any applicable Internal Revenue Service
pronouncement:

          (i)    if (x) a participant's employment is terminated by reason of
     death, Disability or Retirement and (y) the portion of any Incentive
     Option that is otherwise exercisable during the post-termination period
     specified under Section 5(f), (g) or (h), applied without regard to the
     $100,000 limitation contained in Section 422(b)(7) of the Code, is greater
     than the portion of such option that is immediately exercisable as an
     "Incentive Stock Option" during such post-termination period under Section
     422, such excess shall be treated as a Non-Qualified Option; and



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         (ii)   if the exercise of an Incentive Option is accelerated by 
     reason of a Change in Control, any portion of such option that is not
     exercisable as an Incentive Option by reason of the $100,000 limitation
     contained in Section 422(b)(7) of the Code shall be treated as a
     Non-Qualified Option.

     An employee who owns Shares representing more than ten percent (10%) of
the total combined voting power of all classes of shares of the Company shall
not be eligible to receive an Incentive Option.

     (k) Buyout Provisions. The Committee may at any time offer to buy out for
a payment in cash, Shares, Deferred Shares or Restricted Shares an option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the optionee at the time that such offer is made.

     (l) Settlement Provisions. If the option agreement so provides at grant or
is amended after grant and prior to exercise to so provide (with the optionee's
consent), the Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take the form of
Deferred or Restricted Shares, which shall be valued on the date of exercise on
the basis of the Fair Market Value (as determined by the Committee) of such
Deferred or Restricted Shares determined without regard to the deferral
limitations and/or forfeiture restrictions involved.

     SECTION 6. Share Appreciation Rights.

     (a) Grant and Exercise. Share Appreciation Rights may be granted either
alone, in addition to or in conjunction with other awards granted under the
Plan.

     A Share Appreciation Right may be exercised by a right holder, subject to
Section 6(b), in accordance with the procedures established by the Committee
for such purpose. Upon such exercise, the right holder shall be entitled to
receive an amount determined in the manner prescribed in Section 6(b).

     (b) Terms and Conditions. Share Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the
following:

         (i)    Share Appreciation Rights shall be exercisable at such time or
     times and subject to such terms and conditions as shall be determined by
     the Committee at or after grant; provided, however, that, except as
     provided in Section 6(b)(iv) and (v) and Section 11, unless otherwise
     determined by the Committee at or after grant, no Share Appreciation Right
     shall be exercisable prior to the later of (i) the first anniversary date
     of the granting of the Share Appreciation Right or (ii) the second
     anniversary date of employment of the employee by the Company. The
     exercise of Share Appreciation Rights held by right holders who are



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     subject to Section 16(b) of the Securities Exchange Act of 1934 (the
     "Exchange Act") shall comply with Rule 16b-3 thereunder, to the extent
     applicable.

         (ii)  Upon the exercise of a Share Appreciation Right, a right holder
     shall be entitled to receive an amount in cash (or, if expressly provided
     in the award agreement, an amount in cash and/or Shares) equal in value to
     the excess of the Fair Market Value of one Share over the price per share
     specified in the award agreement multiplied by the number of Shares in
     respect of which the Share Appreciation Right shall have been exercised.
     The amount of cash and, if applicable, the number of Shares to be paid
     shall be calculated on the basis of the Fair Market Value of the Shares on
     the date of exercise.

         (iii) Share Appreciation Rights shall be transferable by the right
     holder by will or by the laws of descent or to (A) the Immediate Family
     Members of the right holder, (B) a trust or trusts for the exclusive
     benefit of such Immediate Family Members, (C) a partnership in which such
     Immediate Family Members are the only partners, or (D) one or more
     entities in which the right holder has a 10% or greater equity interest,
     provided that (y) the award agreement pursuant to which such Share
     Appreciation Rights are granted must be approved by the Committee, and (z)
     subsequent transfers of transferred Share Appreciation Rights shall be
     prohibited except those in accordance with this subparagraph (iii).
     Following transfer, any such Share Appreciation Rights shall continue to
     be subject to the same terms and conditions as were applicable immediately
     prior to transfer, provided that for purposes of this Plan or the award
     agreement executed pursuant hereto, the term "right holder" shall be
     deemed to refer to the transferee.

          (iv)  Except as otherwise provided in the award agreement, if a right
     holder's employment by the Company and any Subsidiary or Affiliate
     terminates by reason of death, any Share Appreciation Right held by such
     right holder may thereafter be exercised, to the extent such right was
     exercisable at the time of death or on such accelerated basis as the
     Committee may determine at or after grant (or as may be determined in
     accordance with procedures established by the Committee), by the legal
     representative of the estate or by the legatee of the right holder under
     the will of the right holder, for a period of one year (or such other
     period as the Committee may specify at grant) from the date of such death
     or until the expiration of the stated term of such Share Appreciation
     Right, whichever period is the shorter.

          (v)   Except as otherwise provided in the award agreement, if a right
     holder's employment by the Company and any Subsidiary or Affiliate
     terminates by reason of Disability, any Share Appreciation Right held by
     such right holder may thereafter be exercised by the right holder, to the
     extent it was exercisable at the time of termination or on such
     accelerated basis as the Committee may determine at or after grant (or as
     may be determined in accordance with procedures established by the
     Committee), for a period of three years (or such other period as the
     Committee may specify at grant) from the date of such termination of
     employment or until the expiration of the stated term of such Share




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     Appreciation Right, whichever period is the shorter; provided, however,
     that, if the right holder dies within such three-year period (or such
     other period as the Committee shall specify at grant), any unexercised
     Share Appreciation Right held by such right holder shall thereafter be
     exercisable to the extent to which it was exercisable at the time of death
     for a period of one year from the date of such death or until the
     expiration of the stated term of such Share Appreciation Right, whichever
     period is the shorter.

          (vi)   Except as otherwise provided in the award agreement, if a
     right holder's employment by the Company and any Subsidiary or Affiliate
     terminates by reason of Normal or Early Retirement, any Share Appreciation
     Right held by such right holder may thereafter be exercised by the right
     holder, to the extent it was exercisable at the time of such Retirement or
     on such accelerated basis as the Committee may determine at or after grant
     (or as may be determined in accordance with procedures established by the
     Committee), for a period of three years (or such other period as Committee
     may specify at grant) from the date of such termination of employment or
     the expiration of the stated term of such Share Appreciation Right,
     whichever period is the shorter; provided, however, that, if the right
     holder dies within such three-year period (or such other period as the
     Committee may specify at grant), any unexercised Share Appreciation Right
     held by such right holder shall thereafter be exercisable, to the extent
     to which it was exercisable at the time of death, for a period of one year
     from the date of such death or until the expiration of the stated term of
     such Share Appreciation Right, whichever period is the shorter.

          (vii)  In its sole discretion, the Committee may grant "Limited" 
     Share Appreciation Rights under this Section 6, i.e., Share Appreciation
     Rights that become exercisable only in the event of a Change in Control
     and/or a Potential Change in Control, subject to such terms and conditions
     as the Committee may specify at grant. Such Limited Share Appreciation
     Rights shall be settled solely in cash.

          (viii) The Committee, in its sole discretion, may also provide that,
     in the event of a Change in Control and/or a Potential Change in Control,
     the amount to be paid upon the exercise of a Share Appreciation Right or
     Limited Share Appreciation Right shall be based on the Change in Control
     Price, subject to such terms and conditions as the Committee may specify
     at grant.

     SECTION 7.  Restricted Shares.

     (a)  Administration. Restricted Shares may be issued either alone, in
addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which, grants of Restricted Shares
will be made, the number of shares to be awarded, the price (if any) to be paid
by the recipient of Restricted Shares (subject to Section 7(b)), the time or
times within which such awards may be subject to forfeiture, and all other
terms and conditions of the awards.



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     The Committee may condition the grant of Restricted Shares upon the
attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion.

     The provisions of Restricted Shares awards need not be the same with
respect to each recipient.

     (b)  Awards and Certificates. The prospective recipient of a Restricted
Shares award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such award.

          (i)    The purchase price for Restricted Shares shall be equal to or
     less than their par value and may be zero.

          (ii)   Awards of Restricted Shares must be accepted within a period 
     of 60 days (or such shorter period as the Committee may specify at grant)
     after the award date, by executing a Restricted Shares Award Agreement and
     paying whatever price (if any) is required under Section 7(b)(i).

          (iii)  Each participant receiving a Restricted Shares award shall be
     issued a Share certificate in respect of such Restricted Shares. Such
     certificate shall be registered in the name of such participant, and shall
     bear an appropriate legend referring to the terms, conditions, and
     restrictions applicable to such award.

          (iv)   The Committee shall require that the share certificates
     evidencing such shares be held in custody by the Company until the
     restrictions thereon shall have lapsed, and that, as a condition of any
     Restricted Shares award, the participant shall have delivered a share
     power, endorsed in blank, relating to the Shares covered by such award.

     (c)  Restrictions and Conditions. The Restricted Shares awarded pursuant 
to this Section 7 shall be subject to the following restrictions and 
conditions:

          (i)    Subject to the provisions of this Plan and the award 
     agreement, during a period set by the Committee commencing with the date
     of such award (the "Restriction Period"), the participant shall not be
     permitted to sell, transfer, pledge or assign Restricted Shares awarded
     under the Plan. Within these limits, the Committee, in its sole
     discretion, may provide for the lapse of such restrictions in installments
     and may accelerate or waive such restrictions in whole or in part, based
     on service, performance and/or such other factors or criteria as the
     Committee may determine, in its sole discretion.

          (ii)   Except as provided in this paragraph (ii) and Section 7(c)(i),
     the participant shall have, with respect to the Restricted Shares, all of
     the rights of a shareholder of the Company, including the right to vote
     the shares, and the right to receive any cash dividends.



                                       12

<PAGE>   13

     The Committee, in its sole discretion, as determined at the time of award,
     may permit or require the payment of cash dividends to be deferred and, if
     the Committee so determines, reinvested, subject to Section 14(e), in
     additional Restricted Shares to the extent shares are available under
     Section 3, or otherwise reinvested. Pursuant to Section 3 above, Share
     dividends issued with respect to Restricted Shares shall be treated as
     additional restricted Shares that are subject to the same restrictions and
     other terms and conditions that apply to the shares with respect to which
     such dividends are issued.

          (iii)  Subject to the applicable provisions of the award agreement 
     and this Section 7, upon termination of a participant's employment with
     the Company and any Subsidiary or Affiliate for any reason during the
     Restriction Period, all shares still subject to restriction will vest, or
     be forfeited, in accordance with the terms and conditions established by
     the Committee at or after grant.

          (iv)   If and when the Restriction Period expires without a prior
     forfeiture of the Restricted Shares, certificates for an appropriate
     number of unrestricted shares shall be delivered to the participant
     promptly.

     (d)  Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Company and service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Shares to the recipient of a Restricted Shares award, subject to
such performance, future service, deferral and other terms and conditions as
may be specified by the Committee.

     SECTION 8. Deferred Shares.

     (a)  Administration. Deferred Shares may be awarded either alone, in
addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The Committee shall determine the eligible
persons to whom and the time or times at which Deferred Shares shall be
awarded, the number of Deferred Shares to be awarded to any person, the
duration of the period (the "Deferral Period") during which, and the conditions
under which, receipt of the Shares will be deferred, and the other terms and
conditions of the award in addition to those set forth in Section 8(b).

     The Committee may condition the grant of Deferred Shares upon the
attainment of specified performance goals or such other factors or criteria as
the Committee shall determine, in its sole discretion.

     The provisions of Deferred Shares awards need not be the same with respect
to each recipient.



                                       13

<PAGE>   14

     (b)  Terms and Conditions. The Deferred Shares awarded pursuant to this
Section 8 shall be subject to the following terms and conditions:

          (i)    Subject to the provisions of this Plan and the award agreement
     referred to in Section 8(b)(vi) below, Deferred Shares awards may not be
     sold, assigned, transferred, pledged or otherwise encumbered during the
     Deferral Period. At the expiration of the Deferral Period (or the Elective
     Deferral Period referred to in Section 8(b)(v), where applicable), share
     certificates shall be delivered to the participant, or his legal
     representative, in a number equal to the shares covered by the Deferred
     Shares award.

          (ii)   Unless otherwise determined by the Committee at grant, amounts
     equal to any dividends declared during the Deferral Period with respect to
     the number of shares covered by a Deferred Shares award will be paid to
     the participant currently, or deferred and deemed to be reinvested in
     additional Deferred Shares, or otherwise reinvested, all as determined at
     or after the time of the award by the Committee, in its sole discretion.

          (iii)  Subject to the provisions of the award agreement and this
     Section 8, upon termination of a participant's employment with the Company
     and any Subsidiary or Affiliate for any reason during the Deferral Period
     for a given award, the Deferred Shares in question will vest, or be
     forfeited, in accordance with the terms and conditions established by the
     Committee at or after grant.

          (iv)   Based on service, performance and/or such other factors or
     criteria as the Committee may determine, the Committee may, at or after
     grant, accelerate the vesting of all or any part of any Deferred Shares
     award and/or waive the deferral limitations for all or any part of such
     award.

          (v)    A participant may elect to further defer receipt of an award 
     (or an installment of an award) for a specified period or until a
     specified event (the "Elective Deferral Period"), subject in each case to
     the Committee's approval and to such terms as are determined by the
     Committee, all in its sole discretion. Subject to any exceptions adopted
     by the Committee, such election must generally be made at least 12 months
     prior to completion of the Deferral Period for such Deferred Shares award
     (or such installment).

          (vi)   Each award shall be confirmed by, and subject to the terms of,
     a Deferred Shares agreement executed by the Company and the participant.

     (c)  Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Company and the service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Shares to the recipient of a Deferred Shares award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.



                                       14

<PAGE>   15

     SECTION 9. Share Purchase Rights.

     (a)    Awards and Administration. Subject to Section 3 above, the 
Committee may grant eligible participants Share Purchase Rights which shall
enable such participants to purchase Shares (including Deferred Shares and
Restricted Shares):

            (i)     at its Fair Market Value on the date of grant;

            (ii)    at 50% or more of such Fair Market Value on such date;

            (iii)   at an amount equal to Book Value on such date; or

            (iv)    at an amount equal to the par value of such Shares on such 
     date.

     The Committee shall also impose such deferral, forfeiture and/or other
terms and conditions as it shall determine, in its sole discretion, on such
Share Purchase Rights or the exercise thereof.

     The terms of Share Purchase Rights awards need not be the same with
respect to each participant.

     Each Share Purchase Right award shall be confirmed by, and be subject to
the terms of, a Share Purchase Rights Agreement.

     (b)    Exercisability. Share Purchase Rights shall generally be 
exercisable for such period after grant as is determined by the Committee not
to exceed 30 days. However, the Committee may provide, in its sole discretion,
that the Share Purchase Rights of persons potentially subject to Section 16(b)
of the Securities Exchange Act of 1934 shall not become exercisable until six
months and one day after the grant date, and shall then be exercisable for 10
trading days at the purchase price specified by the Committee in accordance
with Section 9(a).

     SECTION 10. Other Share-Based Awards.

     (a)    Administration. Other awards of Shares and other awards that are
valued in whole or in part by reference to, or are otherwise based on, Shares
("Other Share-Based Awards"), including, without limitation, performance
shares, convertible preferred stock, convertible debentures, exchangeable
securities and Share awards or options valued by reference to Book Value or
subsidiary performance, may be granted either alone or in addition to or in
tandem with Share Options, Share Appreciation Rights, Restricted Shares,
Deferred Shares or Share Purchase Rights granted under the Plan and/or cash
awards made outside of the Plan.

     Subject to the provisions of the Plan, the Committee shall have authority
to determine the persons to whom and the time or times at which such awards
shall be made, the number of Shares



                                       15

<PAGE>   16

to be awarded pursuant to such awards, and all other conditions of the awards.
The Committee may also provide for the grant of Shares upon the completion of a
specified performance period.

     The provisions of Other Share-Based Awards need not be the same with
respect to each recipient.

     (b) Terms and Conditions. Other Share-Based Awards made pursuant to this
Section 10 shall be subject to the following terms and conditions:

          (i)   Subject to the provisions of this Plan and the award
     agreement referred to in Section 10(b)(v) below, shares subject to awards  
     made under this Section 10 may not be sold, assigned, transferred,
     pledged or otherwise encumbered prior to the date on which the shares are
     issued, or, if later, the date o n which any applicable restriction,
     performance or deferral period lapses.

          (ii)  Subject to the provisions of this Plan and the award agreement
     and unless otherwise determined by the Committee at grant, the recipient
     of an award under this Section 10 shall be entitled to receive, currently
     or on a deferred basis, interest or dividends or interest or dividend
     equivalents with respect to the number of shares covered by the award, as
     determined at the time of the award by the Committee, in its sole
     discretion, and the Committee may provide that such amounts (if any) shall
     be deemed to have been reinvested in additional Shares or otherwise
     reinvested.

          (iii) Any award under Section 10 and any Shares covered by any such
     award shall vest or be forfeited to the extent so provided in the award
     agreement, as determined by the Committee, in its sole discretion.

          (iv)  In the event of the participant's Retirement, Disability or
     death, or in cases of special circumstances, the Committee may, in its
     sole discretion, waive in whole or in part any or all of the remaining
     limitations imposed hereunder (if any) with respect to any or all of an
     award under this Section 10.

          (v)   Each award under this Section 10 shall be confirmed by, and
     subject to the terms of, an agreement or other instrument by the Company
     and by the participant.

          (vi)  Shares (including securities convertible into Shares) issued on
     a bonus basis under this Section 10 may be issued for no cash
     consideration. Shares (including securities convertible into Shares)
     purchased pursuant to a purchase right awarded under this Section 10 shall
     be priced at least 50% of the Fair Market Value of the Shares on the date
     of grant.



                                       16

<PAGE>   17

     SECTION 11. Change in Control Provisions.

     (a) Impact of Event. In the event of:

     (1) a "Change in Control" as defined in Section 11(b), or

     (2) a "Potential Change in Control" as defined in section 11(c), but only
if and to the extent so determined by the Committee or the Board at or after
grant (subject to any right of approval expressly reserved by the Committee or
the Board at the time of such determination), the following acceleration and
valuation provisions shall apply:

          (i)   Any Share Appreciation Rights (including, without limitation,
     any Limited Share Appreciation Rights) outstanding for at least six months
     and any Share Option awarded under the Plan not previously exercisable and
     vested shall become fully exercisable and vested.

          (ii)  The restrictions and deferral limitations applicable to any
     Restricted Shares, Deferred Shares, Share Purchase Rights and Other
     Share-Based Awards, in each case to the extent not already vested under
     the Plan, shall lapse and such shares and awards shall be deemed fully
     vested.

          (iii) The value of all outstanding Share Options, Share Appreciation
     Rights, Restricted Shares, Deferred Shares, Share Purchase Rights and
     Other Share-Based Awards, in each case to the extent vested, shall, unless
     otherwise determined by the Committee in its sole discretion at or after
     grant but prior to any Change in Control, be cashed out on the basis of
     the "Change in Control Price" as defined in Section 11(d) as of the date
     such Change in Control or such Potential Change in Control is determined
     to have occurred or such other date as the Committee may determine prior
     to the Change in Control.

     (b) Definition of "Change in Control". For purposes of Section 11(a), a
"Change in Control" means the happening of any of the following:

          (i)   any person or entity, including a "group" as defined in Section
     13(d)(3) of the Securities Exchange Act of 1934, other than the Company or
     a wholly-owned subsidiary thereof or any employee benefit plan of the
     Company or any of its Subsidiaries, becomes the beneficial owner of the
     Company's securities having 20% or more of the combined voting power of
     the then outstanding securities of the Company that may be cast for the
     election of trustees of the Company (other than as a result of an issuance
     of securities initiated by the Company in the ordinary course of
     business); or

          (ii)  as the result of, or in connection with, any cash tender or
     exchange offer, merger or other business combination, sale of assets or
     contested election, or any combination of the foregoing transactions less
     than a majority of the combined voting power




                                      17

<PAGE>   18

     of the then outstanding securities of the Company or any successor
     corporation or entity entitled to vote generally in the election of the
     trustees of the Company or such other corporation or entity after such
     transaction are held in the aggregate by the holders of the Company's
     securities entitled to vote generally in the election of trustees of the
     Company immediately prior to such transaction; or

          (iii) during any period of two consecutive years, individuals who at
     the beginning of any such period constitute the Board cease for any reason
     to constitute at least a majority thereof, unless the election, or the
     nomination for election by the Company's shareholders, of each trustee of
     the Company first elected during such period was approved 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.

     (c) Definition of Potential Change in Control. For purposes of Section
11(a), a "Potential Change in Control" means the happening of any one of the
following:

          (i)   The approval by shareholders of an agreement by the Company, the
     consummation of which would result in a Change in Control of the Company
     as defined in Section 11(b); or

          (ii)  The acquisition of beneficial ownership, directly or indirectly,
     by any entity, person or group (other than the Company or a Subsidiary or
     any Company employee benefit plan (including any trustee of such plan
     acting as such trustee)) of securities of the Company representing 10% or
     more of the combined voting power of the Company's outstanding securities
     and the adoption by the Board of Trustees of a resolution to the effect
     that a Potential Change in Control of the Company has occurred for
     purposes of this Plan.

     (d) Definition of Change in Control Price. For purposes of this Section
11, "Change in Control Price" means the highest price per share paid in any
transaction reported on the New York Stock Exchange or paid or offered in any
bona fide transaction related to a potential or actual Change in Control of the
Company at any time during the 60 day period immediately preceding the
occurrence of the Change in Control (or, where applicable, the occurrence of
the Potential Change in Control event), in each case as determined by the
Committee except that, in the case of Incentive Options and Share Appreciation
Rights relating to Incentive Options, such price shall be based only on
transactions reported for the date on which the optionee exercises such Share
Appreciation Rights (or Limited Share Appreciation Rights) or, where
applicable, the date on which a cashout occurs under Section 11(a)(2)(iii).

     SECTION 12. Ownership Limitation.

     All awards hereunder shall be subject to the ownership limitations set
forth in the Declaration of Trust of the Company. Without limiting the
generality of the foregoing, any award which causes a recipient, or any
constructive or beneficial owner of Shares (as determined under Sections 318
and



                                       18

<PAGE>   19

544, respectively, of the Code), to own or be deemed to own shares in excess of
such ownership limitations shall be void ab initio.

     SECTION 13. Amendments and Termination.

     The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of
an optionee or participant under a Share Option, Share Appreciation Right (or
Limited Share Appreciation Right), Restricted or Deferred Shares award, Share
Purchase Right or Other Share-Based Award theretofore granted, without the
optionee's or participant's consent, or which, without the approval of the
Company's shareholders, would:

     (a) except as expressly provided in this Plan, increase the total number
of shares reserved for the purpose of the Plan; or

     (b) change the employees or class of employees eligible to participate in
the Plan.

     The Committee may amend the terms of any Share Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Share Options for
previously granted Share Options (on a one for one or other basis), including
previously granted Share Options having higher option exercise prices.

     Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

     SECTION 14. Unfunded Status of Plan.

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Shares or payments in lieu of or with respect
to awards hereunder; provided, however, that, unless the Committee otherwise
determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.

     SECTION 15. General Provisions.

     (a) The Committee may require each person purchasing shares pursuant to a
Share Option or other award under the Plan to represent to and agree with the
Company in writing that the optionee or participant is acquiring the shares
without a view to distribution thereof. The certificates





                                       19

<PAGE>   20

for such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.

     All certificates for Shares or other securities delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.

     (b) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

     (c) The adoption of the Plan shall not confer upon any employee of the
Company or any Subsidiary or Affiliate any right to continued employment with
the Company or a Subsidiary or Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary or Affiliate
to terminate the employment of any of its employees at any time.

     (d) No later than the date as of which an amount first becomes includable
in the gross income of the participant for Federal income tax purposes with
respect to any award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of,
any Federal, state, or local taxes of any kind required by law to be withheld
with respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Shares, including Shares that are
part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries or Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

     (e) The actual or deemed reinvestment of dividends or dividend equivalents
in additional Restricted Shares (or in Deferred Shares or other types of Plan
awards) at the time of any dividend payment shall only be permissible if
sufficient Shares are available under Section 3 for such reinvestment (taking
into account then outstanding Share Options, Share Purchase Rights and other
Plan awards).

     (f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Maryland.

     SECTION 16. Effective Date of Plan.

     The Plan shall be effective as of April 21, 1997, subject to the approval
of the Company's shareholders.



                                       20

<PAGE>   21

     SECTION 17. Term of Plan.

     No Share Option, Share Appreciation Right, Restricted Shares award,
Deferred Shares award, Share Purchase Right or Other Share-Based Award shall be
granted pursuant to the Plan on or after the tenth anniversary of the date of
shareholder approval, but awards granted prior to such tenth anniversary may
extend beyond that date.

     SECTION 18. Restrictions on Transfer.

     Awards of derivative securities (as defined in Rule 16a-1(c) under the
Securities Exchange Act of 1934 or any successor definition adopted by the
Securities and Exchange Commission) granted under the Plan shall not be
transferable except (a) by will or the laws of descent and distribution, or (b)
as provided in Sections 5(e) and 6(b)(iii) of the Plan.








































                                      21