Exhibit


















WASHINGTON REAL ESTATE INVESTMENT TRUST


DEFERRED COMPENSATION PLAN FOR DIRECTORS


(As Amended and Restated, Effective October 21, 2015)









 






	
				
	TABLE OF CONTENTS

	 
	 
	 
	 

	 
	 
	PAGE

	 
	 
	 
	 

	ARTICLE 1
	PURPOSE; EFFECTIVE DATE
	1

	 
	 
	 
	 

	1.1
	Purpose
	1

	1.2
	Effective Date
	1

	 
	 
	 
	 

	ARTICLE 2
	DEFINITIONS
	1

	 
	 
	 
	 

	2.1
	Account
	1

	2.2
	Beneficiary
	1

	2.3
	Board
	1

	2.4
	Change in Control
	2

	2.5
	Committee
	2

	2.6
	Company
	2

	2.7
	Deferral Commitment
	3

	2.8
	Deferral Period
	3

	2.9
	Determination Date
	3

	2.10
	Director
	3

	2.11
	Earnings
	3

	2.12
	Fees
	3

	2.13
	Form of Payment Designation
	4

	2.14
	Participant
	4

	2.15
	Plan
	4

	2.16
	Plan Benefit
	4

	2.17
	Plan Year
	4

	2.18
	Retirement
	4

	2.19
	Separation from Service
	4

	2.20
	Share
	4

	2.21
	Stock Award
	4

	2.22
	Share Unit
	5

	 
	 
	 
	 

	ARTICLE 3
	PARTICIPATION AND DEFERRAL COMMITMENTS
	5

	 
	 
	 
	 

	3.1
	Eligibility and Participation
	5

	3.2
	Form of Deferral
	5

	3.3
	Deferral Period Limited by Separation from Service
	6

	3.4
	Modification of Deferral Commitment
	6

	 
	 
	 
	 





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	ARTICLE 4
	DEFERRED COMPENSATION ACCOUNT
	6

	 
	 
	 
	 

	4.1
	Account
	6

	4.2
	Determination of Accounts and Share Unit Credits
	6

	4.3
	Vesting of Accounts and Share Units
	7

	4.4
	Statement of Accounts and Share Units
	7

	 
	 
	 
	 

	ARTICLE 5
	PLAN BENEFITS
	7

	 
	 
	 
	 

	5.1
	Benefits Upon Separation from Service
	7

	5.2
	Benefits Remaining in Account Upon Death Following
	 

	 
	Separation from Service
	7

	5.3
	Form and Timing of Benefit Payments
	7

	5.4
	Valuation and Settlement
	8

	5.5
	Payment to Guardian
	8

	5.6
	Re-Deferral Elections
	8

	 
	 
	 
	 

	ARTICLE 6
	BENEFICIARY DESIGNATION
	9

	 
	 
	 
	 

	6.1
	Beneficiary Designation
	9

	6.2
	Changing Beneficiary
	9

	6.3
	No Beneficiary Designation
	9

	6.4
	Effect of Payment
	10

	 
	 
	 
	 

	ARTICLE 7
	ADMINISTRATION
	10

	 
	 
	 
	 

	7.1
	Committee; Duties
	10

	7.2
	Agents
	10

	7.3
	Binding Effect of Decisions
	10

	7.4
	Indemnity of Committee
	10

	7.5
	Election of Committee After Change in Control
	10

	 
	 
	 
	 

	ARTICLE 8
	CLAIMS PROCEDURE
	11

	 
	 
	 
	 

	8.1
	Claim
	11

	8.2
	Denial of Claim
	11

	8.3
	Review of Claim
	11

	8.4
	Final Decision
	11

	 
	 
	 
	 

	ARTICLE 9
	AMENDMENT AND TERMINATION OF PLAN
	12

	 
	 
	 
	 

	9.1
	Amendment
	12

	9.2
	Company’s Right to Terminate
	12

	 
	 
	 
	 





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	ARTICLE 10
	MISCELLANEOUS
	13

	 
	 
	 
	 

	10.1
	Unfunded Plan
	13

	10.2
	Company Obligation
	13

	10.3
	Unsecured General Creditor
	13

	10.4
	Trust Fund
	13

	10.5
	Nonassignability
	14

	10.6
	Not a Contract of Employment
	14

	10.7
	Protective Provisions
	14

	10.8
	Governing Law
	14

	10.9
	Validity
	14

	10.10
	Notice
	14

	10.11
	Successors
	15

	10.12
	Section 409A of the Code
	15

	 
	 
	 
	 

	 
	 
	 
	 











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WASHINGTON REAL ESTATE INVESTMENT TRUST 
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(AS AMENDED AND RESTATED, EFFECTIVE OCTOBER 21, 2015)


ARTICLE 1
PURPOSE; EFFECTIVE DATE
1.1    Purpose
The purpose of this amended and restated Deferred Compensation Plan for Directors is to provide current tax planning opportunities to Board Members of the Company.
1.2    Effective Date
The Plan was originally effective as of December 1, 2000.  The Plan, as amended and restated, is approved, executed and is effective on October 21, 2015.


 ARTICLE 2
DEFINITIONS
For the purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:


2.1    Account
“Account” means the account maintained by the Company, including the subaccounts described in Section 4.1, to measure and determine the amounts to be paid to a Participant under the Plan.  The maintenance of these Accounts is for recordkeeping purposes only and shall not require any segregation of assets.


2.2    Beneficiary
“Beneficiary” means the person, persons or entity as designated by the Participant, entitled under Article VI to receive any Plan Benefits payable after the Participant’s death.


2.3    Board
“Board” means the Board of Trustees of the Company.





 






2.4    Change in Control
“Change in Control” means an occasion upon which (i) any ‘person’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as now in effect or as hereafter amended (“Exchange Act”)) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation controlled by the Company, acquires (either directly and/or through becoming the ‘beneficial owner’ (as defined in Rule 13d-3 under the Exchange Act)), directly or indirectly, securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities (or has acquired securities representing 40% or more of the combined voting power of the Company’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of Company securities by such person); or (ii) during any period of twelve (12) consecutive months (not including any period prior to the adoption of this Plan), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i) or (iii) of this Paragraph) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) any of (a) the Company consummates a merger, consolidation, reorganization, recapitalization or statutory share exchange (a “Business Combination”), other than a Business Combination which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power and at least 50% of the combined total fair market value of the securities of the Company or such surviving entity outstanding immediately after such Business Combination, (b) the Company’s shareholders approve a plan of complete liquidation of the Company, or (c) the Company completes the sale or other disposition of all or substantially all of its assets in one or a series of transactions.
2.5    Committee
“Committee” means the committee appointed by the Board to administer the Plan pursuant to Article VII.  The Compensation Committee is the “Committee” as of the date hereof.


2.6    Company
“Company” means Washington Real Estate Investment Trust, a Maryland real estate investment trust, and directly or indirectly affiliated subsidiary entities, any other affiliate designated by the Board, or any successor to the business thereof.


2.7    Deferral Commitment
“Deferral Commitment” means a commitment made by a Participant to defer a percentage or flat dollar amount of any or each of the three types of Fees pursuant to Article III or to defer all but not less than all of an annual Stock Award pursuant to Article III.  The Deferral Commitment may, but need not, specify a different percentage or flat dollar amount in respect of (i) the Annual Board 

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Retainer, (ii) a Committee Chair Retainer, and (iii) Committee Meeting Fees.  All but not less than all of the Annual Board Retainer and all but not less than all of an annual Stock Award may be deferred into Share Units.  A specified percentage or a flat dollar amount of the Annual Board Retainer, a Committee Chair Retainer and Committee Meeting Fees may be deferred into the appropriate subaccount of a Participant’s Account.  No portion of a Committee Chair Retainer or any Committee Meeting Fee can be deferred into Share Units.  The Deferral Commitment shall apply to each installment of Fees otherwise payable to a Participant and to each grant of an annual Stock Award otherwise payable to a Participant.  A Deferral Commitment shall remain in effect until amended or revoked as provided under Section 3.2.  Although the Annual Board Retainer is otherwise payable on a monthly basis, if the Participant elects to defer the Annual Board Retainer into Share Units, such Share Units will be credited as of the last business day of each quarter during the applicable calendar year, unless an earlier crediting date is necessary to satisfy the Plan’s payment timing requirements.


2.8    Deferral Period
“Deferral Period” means each calendar year. 


2.9    Determination Date
“Determination Date” means the last day of each calendar month.
2.10    Director
“Director” means a member of the Board of Washington Real Estate Investment Trust.


2.11    Earnings
“Earnings” means, with respect to Fees deferred into a Director’s Account pursuant to Article III, a rate of interest.  The rate shall equal the Company’s weighted average interest rate on its fixed rate bonds as of December 31 of each calendar year.  Such rate may be changed to any other rate approved by the Board as of any subsequent January 1.  With respect to any amounts which have been deferred into Share Units pursuant to Article III, “Earnings” means the aggregate amount of dividends which would have been paid on a number of Shares equal to the number of Share Units credited to the Participant on such dividend declaration date (which shall be computed and converted into a number of additional Share Units based on the fair market value of a Share, which additional Share Units then shall be credited to such Participant as of the date such dividends are declared). 


2.12    Fees
“Fees” means the Directors’ fees otherwise payable to the Participant by the Company.  The term Fees shall include (i) the Annual Board Retainer, (ii) a Committee Chair Retainer and (iii) Committee Meeting Fees.



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2.13    Form of Payment Designation
“Form of Payment Designation” means the form prescribed by the Committee and completed by the Participant, indicating the chosen form of payment for benefits payable under this Plan, as elected by the Participant.


2.14    Participant
“Participant” means any Director who is eligible, pursuant to Section 3.1, to participate in this Plan, and who has elected to defer Fees or an annual Stock Award under this Plan.


2.15    Plan
“Plan” means this Deferred Compensation Plan for Directors as amended from time to time.
2.16    Plan Benefit
“Plan Benefit” means the benefit payable to the Participant as calculated in Article V.


2.17    Plan Year
“Plan Year” means the consecutive twelve (12) month period ending on each December 31.
2.18    Retirement
“Retirement” means the end of a Director’s term as a result of his being ineligible to stand for reelection as a member of the Board following meeting the then-applicable Director retirement age, including a resignation in connection therewith.
2.19    Separation from Service
“Separation from Service” means (i) the Retirement, death or other termination of service of a Director, or (ii) with respect to any portion of a Participant’s Account or Share Units which are subject to Section 409A, any event that satisfies the definition set forth in Treas. Reg. § 1.409A-1(h).
2.20    Share
“Share” means a share of beneficial interest in the Company that is publicly traded on the New York Stock Exchange.
2.21    Stock Award
“Stock Award” means the annual award of Shares which is otherwise paid to a Director in accordance with the schedule established by the Company from time to time.

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2.22    Share Unit
“Share Unit” means the unfunded right to receive a Share at a future date, issued under the authority of the 2007 Omnibus Long Term Incentive Plan, or any successor of such plan.
 
ARTICLE 3
PARTICIPATION AND DEFERRAL COMMITMENTS 
3.1    Eligibility and Participation.
(a)    Eligibility.  Eligibility to participate in the Plan shall be limited to individuals who are Directors.


(b)    Participation.  A Director’s participation in the Plan shall be effective upon election to the Board of Directors of the Company and completion and submission of a Deferral Commitment and a Form of Payment Designation to the Committee by December 31 of the year that precedes the beginning of the Deferral Period or such other earlier time as determined by the Committee.  Such Deferral Commitment and Form of Payment Designation shall remain in effect with respect to each succeeding Deferral Period, until such time as another Deferral Commitment is filed with the Committee as described in Section 3.2(b) below.


(c)    Part-Year Participation.  When an individual first becomes eligible to participate during a Deferral Period, a Deferral Commitment may be submitted to the Committee within thirty (30) days after the Committee notifies the individual of eligibility to participate.  Such Deferral Commitment will be effective only with regard to Fees and Stock Awards earned following submission of the Deferral Commitment to the Committee.


3.2    Form of Deferral
A Participant may elect a Deferral Commitment as follows:


(a)    Form of Deferral Commitment.  A Deferral Commitment may apply to each installment of Fees otherwise payable by the Company to a Participant during the Deferral Period.  The Deferral Commitment may provide that all or any portion of such deferred Fees be credited to the Participant’s Account.  In addition, and if so elected by the Participant, a Deferral Commitment also may cause the full amount of the Annual Board Retainer and/or the full amount of the annual Stock Award to be deferred into (i) in the case of the Annual Board Retainer, a number of Share Units (including fractional Share Units) based on the fair market value of Shares at the time set forth in Section 2.7, and (ii) in the case of the annual Stock Award, a number of Share Units (including fractional Share Units, if applicable) equal to the number of Shares (including fractional shares, if applicable) attributable to such annual Stock Award.  


(b)    Period of Commitment.  Once a Participant has made a Deferral Commitment, that Commitment shall remain in effect for that Deferral Period and shall remain in effect for all future Deferral Periods unless revoked or amended in writing by the Participant and delivered to the 

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Committee no later than December 31 of the year preceding the Deferral Period or such earlier time as determined by the Committee, for which it is in intended to be effective.


3.3    Deferral Period Limited by Separation from Service
If a Participant incurs a Separation from Service prior to the end of the Deferral Period, the Deferral Period shall end as of the date of the Separation from Service since no additional services will be performed after such Separation from Service to which an ongoing election would relate and payments shall be made in accordance with the provisions of Article V. 


3.4    Modification of Deferral Commitment
A Deferral Commitment shall be irrevocable by the Participant during a Deferral Period.
 
ARTICLE 4
DEFERRED COMPENSATION ACCOUNT
4.1    Account
For recordkeeping purposes only, an Account shall be maintained for each Participant and shall be subject to periodic credits and adjustments as described herein.  A separate subaccount shall be maintained within the Account to reflect deferrals attributable to (i) the Annual Board Retainer, (ii) a Committee Chair Retainer and (iii) Committee Meeting Fees, as the case may be.  The Account shall be a bookkeeping device utilized for the sole purpose of determining the benefits payable under the Plan and shall not constitute a separate fund of assets.
4.2    Determination of Accounts and Share Unit Credits
Each Account as of each Determination Date shall consist of the balance of all subaccounts within the Account as of the immediately preceding Determination Date, adjusted as follows:


(a)    New Deferrals.  The appropriate subaccount of each Account shall be increased by any deferred Fees credited since such Determination Date.  


(b)    Distributions.  The Account shall be reduced by any benefits distributed to the Participant since such immediately preceding Determination Date.


(c)    Earnings.  The Account shall be increased by the Earnings on the average daily balance in the Account since such immediately preceding Determination Date.


Share Units credited to a Participant shall be recorded in the Plan’s files but shall not be treated as a component of a Participant’s Account.  Participants also shall be credited in the Plan’s files with any Earnings amount on such Share Units under the divided equivalent mechanism under Section 2.11.  

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4.3    Vesting of Accounts and Share Units
A Participant shall be one hundred percent (100%) vested at all times in (i) the full amount of Fees elected to be deferred under this Plan and Earnings thereon credited to the Participant’s Account, and (ii) all Share Units credited to the Participant (whether through the deferral of the annual Stock Award, the deferral of the Annual Board Retainer or through the dividend equivalent mechanism described in Section 2.11).


4.4    Statement of Accounts and Share Units
The Committee shall give to each Participant a statement showing the balances in the Participant’s Account (including all subaccounts maintained for such Account, to the extent applicable) and the outstanding number of Share Units credited to such Participant both on an annual basis and at such times as may be determined by the Committee.
 
ARTICLE 5
PLAN BENEFITS
5.1    Benefits Upon Separation from Service
Upon a Participant’s Separation from Service, the Company shall pay the Participant benefits equal to (i) all Share Units credited to the Participant at the time set forth in Section 5.3 and (ii) the full balance in the Participant’s Account at the time or times set forth in the Participant’s Form of Payment Designation as provided in Section 5.3. 


5.2    Benefits Remaining in Account Upon Death following Separation from Service
Upon the death of the Participant following a Separation from Service, the Company shall pay to the Participant’s Beneficiary an amount equal to the remaining unpaid balance of the Participant’s Account at the time or times set forth in the Participant’s Form of Payment Designation as provided in Section 5.3.


5.3    Form and Timing of Payments
Benefits attributable to Share Units credited to the Participant will be paid in a lump sum in the form of Shares upon the Participant’s Separation from Service.  
Benefits attributable to a Participant’s Account shall be paid at the time or times specified by the Participant in the Form of Payment Designation, unless the benefit is based on a “small account” as defined in Subsection (c) below.  Payments shall commence no later than sixty (60) days after the date of the Participant’s Separation from Service unless a re-deferral election has been made in accordance with Section 5.6.  The Form of Payment Designation selected in (a) or (b) below shall be for the entire Account.  If, upon the Participant’s Separation from Service, the Participant’s most recent re-deferral election under Section 5.6 as to the form of payment was made within one (1) year of such Separation from Service, then the most recent re-deferral election shall be ignored and the rules applicable to the Participant, or the Participant’s Beneficiary as the case may be, immediately 

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prior to such most recent re-deferral election, shall be used to determine the form of payment.  The forms of benefit payment associated with the Account are:
(a)    A lump-sum amount which is equal to the balance of the Account at the time of Separation from Service; or
(b)    Equal annual installments commencing on the Participant’s Separation from Service which, in the aggregate, are equal to the Account, amortized over a period of up to five (5), ten (10), fifteen (15) or twenty (20) years.  
Earnings on the unpaid balance of the Account in connection with (i) payments made on an installment basis and/or (ii) the deferred commencement date of payment of the Account due to a re-deferral election under 5.6 shall be equal to the average rate of Earnings which would have been applicable on the Account over the thirty-six (36) months immediately preceding commencement of benefit payments.  
(c)    Small Account.  If the aggregate value of the Participant’s Account is under fifty thousand dollars ($50,000) on the Valuation Date as defined in Section 5.4, the benefit shall be paid in a lump sum.
5.4    Valuation and Settlement
The last day of the month in which the Participant has a Separation from Service shall be the Valuation Date.  The amount of any lump sum payment and the initial amount of installments shall be based on the value of the Participant’s Account balance on the Valuation Date. The date on which a lump sum is paid or the date on which installments commence shall be the settlement date.  The settlement date shall be no more than sixty (60) days after the date on which the Participant has a Separation from Service.
5.5    Payment to Guardian
If a Plan Benefit is otherwise payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, incompetent or person.  The Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution.  Such distribution shall completely discharge the Committee and Company from all liability with respect to such benefit.


5.6    Re-Deferral Elections
A Participant may elect to defer the distribution date of the Participant’s Account by electing, at least 12 months in advance of the date on which distributions would otherwise have commenced under the Plan, a new distribution date that is not less than five years after the date on which distributions would otherwise have commenced under the Plan; provided, however, that such election shall not take effect until at least 12 months after the date the re-deferral election is made and that no such election shall apply to a Separation from Service due to death.  For example, a Participant who has elected to receive installment payments over a period of ten years and who wishes to receive a 

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lump sum distribution must elect to receive the lump sum distribution paid no earlier than five years after the date upon which the Participant would otherwise have received the first installment payment under the ten year installment payment option.  Alternatively, such Participant could elect to have a designated percentage of his Account paid to him in the form of a lump sum distribution at least five years after the date upon which the Participant would otherwise have received the first installment payment under the ten-year installment payment option and to have the remainder of his Account paid to him in annual installments thereafter.  In all cases, and notwithstanding anything to the contrary in Section 5.6, any such re-deferral must be done in a manner that complies with Section 409A.
 
ARTICLE 6


BENEFICIARY DESIGNATION 
    
6.1    Beneficiary Designation
Each Participant shall have the right, at any time, to designate one (1) or more persons or entities as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s Account balance and Share Units.  Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime.


6.2    Changing Beneficiary
Any Beneficiary designation may be changed by an unmarried Participant without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Committee.  The filing of a new designation shall cancel all designations previously filed.


6.3    No Beneficiary Designation
If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:


(a)    The Participant’s surviving spouse;


(b)    The Participant’s children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take, by right of representation, the share the deceased child would have taken if living;


(c)    The Participant’s estate.



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6.4    Effect of Payment
Payment to the Beneficiary shall completely discharge the Company’s obligations under this Plan.
 
ARTICLE 7
ADMINISTRATION
7.1    Committee; Duties
This Plan shall be administered by the Committee, which shall consist of not less than three (3) persons appointed by the Board, except after a Change in Control as provided in Section 7.5 below.  The Committee shall have the authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in such administration.  A majority vote of the Committee members shall control any decision. Members of the Committee may be Participants under this Plan.


7.2    Agents
The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.


7.3    Binding Effect of Decisions
The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.


7.4    Indemnity of Committee
The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member’s service on the Committee, except in the case of gross negligence or willful misconduct.


7.5    Election of Committee After Change in Control
After a Change in Control, vacancies on the Committee shall be filled by majority vote of the remaining Committee members and Committee members may be removed only by such a vote.  If no Committee members remain, a new Committee shall be elected by majority vote of the Participants in the Plan immediately preceding such Change in Control.  No amendment shall be made to Article VII or other Plan provisions regarding Committee authority with respect to the Plan without prior approval by the Committee.



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ARTICLE 8
CLAIMS PROCEDURE
8.1    Claim
Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as “Claimant”), or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.
8.2    Denial of Claim
If the claim or request is denied, the written notice of denial shall state:


(a)    The reasons for denial, with specific reference to the Plan provisions on which the denial is based;


(b)    A description of any additional material or information required and an explanation of why it is necessary; and


(c)    An explanation of the Plan’s claim review procedure.


8.3    Review of Claim
Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by notice given in writing to the Committee.  Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or in the event Claimant has not received a response sixty (60) days after receipt by the Committee of Claimant’s claim or request.  The claim or request shall be reviewed by the Committee which may, but shall not be required to, grant the Claimant a hearing.  On review, the Claimant may have representation, examine pertinent documents, and submit issues and comments in writing.


8.4    Final Decision
The decision on review shall normally be made within sixty (60) days after the Committee’s receipt of Claimant’s claim or request.  If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days.  The decision shall be in writing and shall state the reasons and the relevant Plan provisions.  All decisions on review shall be final and bind all parties concerned.

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ARTICLE 9
AMENDMENT AND TERMINATION OF PLAN  

9.1    Amendment
The Board may at any time amend the Plan by written instrument, notice of which is given to all Participants and to Beneficiaries receiving installment payments, subject to the following:
(d)    Preservation of Account Balance.  No amendment shall reduce the amount accrued in any Account or the outstanding amount of any Share Units to the date such notice of the amendment is given.


(e)    Changes in Earnings Rate.  No amendment shall reduce, either prospectively or retroactively, the rate of Earnings to be credited to the amount already accrued in a Participant’s Account and any Fees or other additions to be credited to the Account under Deferral Commitments already in effect on that date.


The Board may also effectuate an amendment to the Plan through a written Board resolution which shall be viewed as part of this Plan.  If such resolution applies to fewer then all Participants and Beneficiaries, then only those Participants and Beneficiaries who are directly affected by such resolution need be given notice of such resolution.
9.2    Company’s Right to Terminate
The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting or other effects of the continuance of the Plan, or potential payments thereunder would not be in the best interests of Company.


(a)    Partial Termination.  The Board may partially terminate the Plan by instructing the Committee not to accept any additional Deferral Commitments.  If such a partial termination occurs, the Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.


(b)    Complete Termination.  The Board may completely terminate the Plan by instructing the Committee not to accept any additional Deferral Commitments, and by terminating all ongoing Deferral Commitments.  In the event of complete termination, the Plan shall cease to operate and Company shall pay out each Account and convert all Share Units into Shares.  Payment of an Account shall be made in accordance with the plan termination rules set forth in Section 409A, including any such rules that apply if the termination of the Plan is subsequent to a Change in Control.  Notwithstanding the above, the payment of any portion of an Account which is subject to Section 409A and the conversion of Share Units into Shares may not be accelerated except in compliance with the provisions of Treas. Reg. Section 1.409A-3(j)(4)(ix) or such other events and conditions which may be permitted in generally applicable guidelines published in the Internal Revenue Bulletin.  The Board 

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reserves any discretion to distribute benefits in accordance with the requirements of such regulations and/or such guidelines
Earnings shall continue to be credited on the unpaid balance in each Account. 


ARTICLE 10
MISCELLANEOUS
10.1    Unfunded Plan
This Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.  Accordingly, the Board may terminate the Plan and make no further benefit payments or remove certain employees as Participants if it is determined by the United States Department of Labor, a court of competent jurisdiction, or an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter amended) which is not so exempt.


10.2    Company Obligation
The obligation to make benefit payments to any Participant under the Plan shall be an obligation solely of the Company.


10.3    Unsecured General Creditor
Except as provided in Section 10.4, Participants and Beneficiaries shall be unsecured general creditors, with no secured or preferential right to any assets of the Company or any other party for payment of benefits under this Plan.  Any property held by the Company for the purpose of generating the cash flow for benefit payments shall remain its general, unpledged and unrestricted assets.  The Company’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future.


10.4    Trust Fund
The Company shall be responsible for the payment of all benefits provided under the Plan.  At its discretion, the Company may establish one (1) or more Trusts, with such Trustees as the Board may approve, for the purpose of providing for the payment of such benefits.  Although such a Trust shall be irrevocable, its assets shall be held for payment of all of the Company’s general creditors in the event of insolvency.  To the extent any benefits provided under the Plan are paid from any such Trust, the Company shall have no further obligation to pay them.  If not paid from the Trust, such benefits shall remain the obligation of the Company.



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10.5    Nonassignability
Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non-transferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.


10.6    Not a Contract of Employment
This Plan shall not constitute a contract of employment between the Company and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge a Participant at any time.
10.7    Protective Provisions
A Participant will cooperate with the Company by furnishing any and all information requested by the Company, in order to facilitate the payment of benefits hereunder, and by taking such physical examinations as Company may deem necessary and taking such other action as may be requested by the Company.


10.8    Governing Law
The provisions of this Plan shall be construed and interpreted according to the laws of the State of Maryland, except as preempted by federal law.


10.9    Validity
If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.
10.10    Notice
Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.  Mailed notice to the Committee shall be directed to the Company’s address.  Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Company’s records.



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10.11    Successors
The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns.  The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.


10.12    Section 409A of the Code
To the extent that such requirements are applicable, the Plan is intended to comply with the requirements of Section 409A and shall be interpreted and administered in accordance with that intent.  If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict.  The nature of any such amendment shall be determined by the Board.  Notwithstanding the above, if the Participant qualifies as a “specified employee,” as defined in Treas. Reg. Section 1.409A-1(i), incurs a Separation from Service for any reason other than death and becomes entitled to a distribution under the Plan, then, to the extent required to avoid taxes and penalties under Section 409A, no distribution otherwise payable to the Participant during the first six (6) months after the date of such Separation from Service shall be paid to the Participant until the date which is one day after the date which is six (6) months after the date of such separation from service (or, if earlier, the date of the Participant’s death).


	
						
	 
	 
	WASHINGTON REAL ESTATE

	 
	 
	INVESTMENT TRUST
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Thomas C. Morey
	 

	 
	 
	 
	Corporate Secretary
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Dated:
	October 21, 2015
	 

	 
	 
	 
	 
	 
	 











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