Exhibit 10


                   OFFICERS AND/OR TRUSTEES DEFERRED FEE PLAN

                                    ARTICLE I
                      BACKGROUND PURPOSE AND EFFECTIVE DATE
                      -------------------------------------


Section 1.01  Background and Purpose of the Plan, Certain Definitions
---------------------------------------------------------------------

First Real Estate  Investment  Trust of New Jersey,  a New Jersey business trust
(the "Trust"), has established the Officers and Trustees: Deferred Fee Plan (the
"Plan") to allow its Officers and Trustees the  opportunity  to defer payment of
all or a portion of the fees they  receive  for  serving  as an  Officer  and/or
Trustee of the Trust.

Section 1.02  Effective Date and Term
-------------------------------------

         The Plan is  effective  as of  November  1, 2000,  and shall  remain in
effect until  otherwise  amended or  terminated  by the Board of Trustees of the
Trust.

                                   ARTICLE II

CONTRIBUTIONS

Section 2.01  Deferred Fees
---------------------------

         With  respect  to  each  month,  beginning  with  November,  2000,  and
continuing  during the period in which  this Plan  remains in effect,  the Trust
shall credit an Officer  and/or  Trustee  Deferred Fee Account,  as  hereinafter
defined,  with the amount of future fees such Officer  and/or  Trustee elects in
writing  (on a form  provided  by the  Trust)  to defer  (hereinafter  "Deferred
Fees").  Each  officer and trustee can elect to defer all or a portion of his or
her annual fees and/or his or her meeting  fees.  Except in the case of the year
2000, an election to defer shall be made prior to the calendar year for which it
is effective.  With respect to the year 2000, an election to defer shall be made
not later than  November  15, 2000 and shall be  effective  with respect to fees
that are earned  subsequent  to the date of the election.  An election  shall be
irrevocable  with respect to the  calendar  year to which it applies (or, in the
case of the year 2000, for the remainder of 2000) and shall remain in effect for
future  calendar  years  unless a new  election is made by such  Officer  and/or
Trustee  effective with respect to a calendar year and delivered to the Trust by
the December 31 preceding  such calendar year, or except to the extent set forth
in the next  sentence.  In the event an Officer  and/or  Trustee  has elected an
in-service distribution date on a prior year's deferral form and fails to file a
new deferral form for the current deferral period so that the previously elected
in-service distribution date is then 24 months or less from the current deferral
period,  the Officer  and/or Trustee will be deemed to have filed a new election
for the current  deferral  period to have the amounts  deferred  for such period
paid to him at retirement. The crediting of the amounts deferred under this Plan
shall be made on the date on which such amounts would  otherwise  have been paid
to the Officer and/or Trustee.

<PAGE>

                                   ARTICLE III
                             ACCOUNT AND INVESTMENT
                             ----------------------

                      Section 3.01 The Deferred Fee Account
                      -------------------------------------

     1.  Maintenance  of the Account.  The Trust shall maintain for each Officer
and/or  Trustee  who has elected to defer fees  pursuant to Section  2.01 one or
more  accounts  (the  "Deferred  Fee  Account(s)")  to which it shall credit all
amounts allocated thereto in accordance with Section 2.01. Each Officer's and/or
Trustee's Deferred Fee Account(s) shall be adjusted no less often than quarterly
to reflect the net market value of assets in the Deferred Fee  Account(s)  under
Section 2.01 and pursuant to Section 3.02. Such adjustments  shall be made until
no amounts remain in the Deferred Fee Account(s).

     2. A Deferred Fee Account does not constitute a trust fund or escrow.

     3. Each  Officer's  and/or  Trustee's  interest in his or her  Deferred Fee
Account(s) is limited to the right to receive  payments under this Plan, and the
Officer's and/or Trustee's  position is that of a general unsecured  creditor of
the Trust.

Section 3.02  Power to Invest
-----------------------------

     1. The  Deferred  Fee  Account(s)  shall be credited  with  interest on the
amount in such  account at the  beginning  of every month at a rate equal to the
lower of the  Composite  Prime Rate as  published  from time to time in the Wall
Street  Journal,  as determined on November 1, February 1, May 1 and August 1 of
each year, or nine (9%) percent. The Committee in its sole discretion may permit
an Officer and/or Trustee to request that the amounts represented by one or more
of his or her Deferred Fee  Account(s) be invested in equity  securities,  fixed
income securities,  money market accounts and cash, as the Trust shall from time
to  time  allow  as  permitted  investments  under  the  Plan  (an  "Alternative
Investment").  Any  request by an Officer  and/or  Trustee as to an  Alternative
Investment  shall be made in  writing  to the  Committee  and is  subject to the
discretion of the Committee.  The Deferred Fee Account(s) shall be credited with
earnings or losses (if any) based on the Alternative Investment selected, and as
and  for the  period  as  reported  to the  Committee.  Amounts  invested  in an
Alternative  Investment are not guaranteed by the Trust,  and are subject to the
risk of loss of principal  and  earnings.  The  Committee  shall  determine  the
frequency with which an Officer and/or Trustee may change his or her Alternative
Investments.

     2. Any change in net market value of assets in the Deferred Fee  Account(s)
shall be reflected in the Deferred Fee  Account(s)  on a quarterly  basis (or on
such  less  frequent  basis  as  reported  to the  Trust  as to the  Alternative
Investment).

     3. The Trust  shall not be liable to the Officer  and/or  Trustee or his or
her  beneficiary  for any loss or other claim arising under this Plan except for
that caused by its gross negligence or willful misconduct.

Section 3.03  Vesting
---------------------

     At all times an Officer  and/or  Trustee  shall have a 100%  nonforfeitable
right to the amounts  credited to his or her Deferred Fee  Account(s);  provided
that  neither an Officer  and/or  Trustee  nor his or her  Beneficiary  shall be
entitled to receive any amount in the Officer's  and/or  Trustee's  Deferred Fee
Account(s) if it is determined at any time that Officer and/or  Trustee  engaged
in a dishonest  act in the  Officer's  and/or  Trustee's  relationship  with the
Trust.

<PAGE>

                                   ARTICLE IV
                                    BENEFITS
                                    --------


Section 4.01  Payment of Benefits
---------------------------------

     1. At Retirement Age. At the time of entering into a deferral election,  an
Officer and/or Trustee may elect to receive all or a part of his or her Deferred
Fee  Account(s),  including  adjustments  that  continue to be made  pursuant to
Article III (the "Plan Benefit") at the later of the retirement age specified by
the Officer and/or Trustee in his deferral election, or actual retirement. After
attainment of such  retirement age or actual  retirement,  the value of the Plan
Benefit,  shall be paid to him in a lump sum,  or in a number  of  substantially
equal annual  installments  (not to exceed 10), as elected by an Officer  and/or
Trustee at the same time and in the same manner as the election to defer is made
pursuant to Section 2.01.  Such payments  shall commence on the first day of the
first  calendar  year  following the Officer's  and/or  Trustee's  attainment of
retirement age or actual retirement of the Officer and/or Trustee,  whichever is
later.

     Upon  Cessation  of Service  as an Officer  and/or  Trustee.  Following  an
Officer's and/or Trustee's cessation of service as an Officer and/or Trustee for
any reason prior to retirement  (as set forth above) or death (the date of which
shall be  referred  to as the  "Date of  Cessation")  the  Trust  shall,  at the
election of the Officer  and/or  Trustee as set forth in his deferral  election,
pay to the Officer and/or Trustee the Plan Benefit, in a lump sum or a number of
substantially  equal  annual  payments  (not to exceed  10),  as  elected by the
Officer  and/or  Trustee at the same time and in the same manner as the election
to defer is made pursuant to Section 2.01,  Such payments  shall commence on the
first day of the calendar year after the Date of Cessation of the Officer and/or
Trustee.

     In-Service Distributions. At the time of entering into a deferral election,
an Officer  and/or Trustee may elect to receive all or a part of his or her Plan
Benefit as an in-service  distribution  at some  designated  time in the future,
provided  that the  in-service  distribution  date shall be no earlier  than the
January 1st of the calendar  year that is at least two years  following the year
for which  the  deferral  election  is made.  All  amounts  deferred,  including
earnings thereon, for which a specific in-service distribution year ("In-Service
Distribution  Year") is elected,  shall be  allocated  to a Deferred Fee Account
that will be maintained  separately from the Deferred Fee Account(s)  maintained
under (a) or (b) above. If amounts are deferred in two or more separate calendar
years but are designated for  distribution in the same  In-Service  Distribution
Year,  then such amounts  shall be  allocated to the same  Deferred Fee Account.
Upon attainment of the In-Service  Distribution  Year, Plan Benefits  designated
for the in-service  distribution shall be paid to an Officer and/or Trustee in a
lump sum, or in a number of  substantially  equal  annual  installments  (not to
exceed 10), as elected by an Officer  and/or Trustee at the same time and in the
same manner as the  election to defer is made  pursuant  to Section  2.01.  Such
payments shall commence on the first day of the In-Service Distribution Year.

     Change in Control. An Officer and/or Trustee may also, solely to the extent
permitted by the Committee, direct that all of the amounts then allocated to the
Officer's  and/or  Trustee's  Deferred Fee  Account(s) be  distributable  to the
Officer  and/or  Trustee upon a Change in Control of the Trust.  For purposes of
this Plan, a Change in Control shall be deemed to have occurred, if at any time,
the Trust shall be acquired by any other Real Estate Investment Trust, a limited
liability company, partnership, corporation or other person or group.

     Change in Payment  Election.  Notwithstanding  the preceding  provisions of
this Section 4.01 to the contrary,  an Officer and/or  Trustee may  subsequently
elect, in such form and manner as prescribed by the Committee,  that the amounts
credited to one or more of his Deferred Fee Account(s) be distributed commencing
on a date other than that originally  selected,  provided that any such election
is modified at least twelve (12) months (and more than one calendar  year) prior
to (i) the date payments would  otherwise  commence (other than on account of an
Unforeseeable  Emergency  or a Change in Control) or (ii) the  Officer's  and/or
Trustee's  termination  of service for any reason as a member of the Board or as
an Officer of the Trust.  For these  purposes,  a change in election on December
31, 2009 for  benefits to be paid on January 1, 2011  (rather than on January 1,
2015) will satisfy the  foregoing  because the change is made at least 12 months
prior to the new  distribution  date and there is an  intervening  calendar year
(i.e., 2010) between the time of the the Committee, that the amounts credited to
his or her  Deferred Fee  Account(s)  be paid in any one of the forms of benefit
payment

<PAGE>

provided  under  this  Section  in  lieu  of  the  form  of  payment   initially
modification  and  the  new  distribution  date.  Further,  notwithstanding  the
preceding provisions of this Section to the contrary,  an Officer and/or Trustee
may also  subsequently  elect,  in such form and manner as may be  prescribed by
selected,  provided  that any such  election is made at least twelve (12) months
(and more than one  calendar  year)  prior to the  earlier of the date  payments
would otherwise  commence (other than on account of an Unforseen  Emergency or a
Change in Control) or the Officer's and/or Trustee's  termination of service for
any reason as a member of the Board or as an Officer of the Trust.

Section 4.02  Upon Death
------------------------

1. Prior to  Commencement  of Payment of the Benefit.  In the event of the death
prior to the  commencement of payment of the Plan Benefit under Section 4.01, of
an Officer and/or Trustee, the Trust shall pay the Plan Benefit to the Officer's
and/or  Trustee's  Beneficiary,  in a lump  sum  payment  or in that  number  of
substantially equal annual payments (not to exceed 10) as elected by the Officer
and/or  Trustee in his deferral  election  form.  The Survivor  Benefit shall be
payable at the time specified in the deferral election.

1. After Commencement of Payment of the Benefit. In the event of the death of an
Officer  and/or  Trustee after  commencement  of the Payment of the Plan Benefit
under Section 4.01, the Trust shall continue Payment of the remaining balance of
the Plan  Benefit to the  Officer's  and/or  Trustee's  Beneficiary  in the same
manner and at the same times as if the Officer and/or Trustee had not died.

Section 4.03  Unforeseeable Emergency
-------------------------------------

1. In the case of an  unforeseeable  emergency,  as  defined  below,  an Officer
and/or Trustee may submit a written request to the Committee for (1) a cessation
of deferrals  under this Plan and a distribution  of all or a part of his or her
Deferred Fee Account(s)  prior to the date benefits  otherwise would be payable,
or (2) an acceleration of the payment of installment payments which have already
begun.  Withdrawals or acceleration because of an unforeseeable  emergency shall
be permitted only to the extent reasonably necessary to satisfy the emergency.

1. An  unforeseeable  emergency is a severe  financial  hardship  resulting from
extraordinary and unforeseeable circumstances arising as a result of one or more
recent events beyond the control of the Officer and/or Trustee. The need to send
the  Officer's  and/or  Trustee's  child to college or the desire to  purchase a
residence  will not be  considered  unforeseeable  emergencies.  Withdrawals  or
acceleration  will not be  permitted  to the extent such  emergency is or may be
relieved:  (1) through  reimbursement or compensation by insurance or otherwise,
(2) by liquidation of the Officer's and/or Trustee's  assets,  to the extent the
liquidation of such assets would not itself cause severe financial hardship,  or
(3) by cessation of deferrals under this Plan.

                                    ARTICLE V
                                 ADMINISTRATION
                                 --------------

     The Plan shall be  administered  by a Committee  appointed  by the Board of
Trustees of the Trust (hereinafter the "Committee"). The initial Committee shall
consist of the  members  of the  Executive  Committee.  The  Committee  shall be
authorized to interpret the Plan and to make  decisions  regarding any questions
arising thereunder.  Any such interpretation or decision of the Committee shall,
unless overruled or modified by the Board of Trustees, be final,  conclusive and
binding upon all Officers and/or Trustees of the Trust and its  subsidiaries and
upon any person  claiming  benefits  or rights  under the Plan by or through any
such  individual.  No member of the  Committee  shall be  entitled  to act on or
decide  any  matter  relating  solely to himself or herself or any of his or her
rights or  benefits  under the  Plan.  The  Committee  may,  in its  discretion,
designate  a person or  persons  to carry out such  duties or  functions  as the
Committee determines. Notwithstanding any provision of the Plan to the contrary,
any duty or function  which may be performed by the  Committee or its  delegates
under the Plan may instead be performed by the Board of Trustees if the Board of
Trustees so determines in its sole discretion.

<PAGE>

                                   ARTICLE VI
                      AMENDMENT, SUSPENSION, OR TERMINATION
                      -------------------------------------

Section 6.01  Amendment, Suspension, or Termination
---------------------------------------------------

     The Board of  Trustees  of the Trust may amend,  suspend or  terminate  the
Plan,  in  whole or in part,  at any  time and from  time to time by  resolution
adopted at a regular or special meeting of such Board, and only in such manner.

Section 6.02  No Reduction
--------------------------

     No amendment,  suspension or termination  shall operate to adversely affect
the existing  accrued benefit of any Officer and/or Trustee who is in service or
the Plan Benefit otherwise available to an Officer and/or Trustee if the Officer
and/or  Trustee had ceased being an Officer  and/or  Trustee as of the effective
date of such amendment, suspension, or termination. Any Benefit determined as of
such date shall continue to be adjusted for net market value of assets remaining
in the Deferred Fee  Account(s)  adjusted as provided in Article III and payable
as provided in Article IV.


                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS
                            ------------------------

Section 7.01  Beneficiary
-------------------------

     "Beneficiary" shall mean any one or more persons, corporation or trusts, or
any combination thereof, last designated by an Officer and/or Trustee to receive
the Benefit  provided under this Plan. Any  designation  made hereunder shall be
revocable,  shall be in writing either on a facsimile of the form annexed hereto
as Schedule 1 or in a written instrument containing the information requested in
Schedule 1, and shall be effective  when delivered to the Trust at its principal
office. If the Trust in its sole discretion determines that there is not a valid
designation,  the  Beneficiary  shall be the  executor or  administrator  of the
Officer's and/or Trustee's estate.

Section 7.02  Nonassignability
------------------------------

     The interest of any person under this Plan (other than the Trust) shall not
be  subject  in  any  manner  to  anticipation,   alienation,   sale,  transfer,
assignment,  pledge, attachment or encumbrance, or to the claims of creditors of
such person, and any attempt to effectuate any such actions shall be void.

Section 7.03 Interest of Officer and/or Trustee
-----------------------------------------------

     The Officer and/or Trustee and any Beneficiary  shall be, in respect to the
Deferred  Fee  Account(s)  and any Plan  Benefit to be paid,  and shall  remain,
simply a creditor of the Trust in the same manner as any other creditor having a
general claim for  compensation,  if and when the Officer's  and/or Trustee's or
Beneficiary's  rights to receive payments shall mature and become payable. At no
time shall the  Officer  and/or  Trustee  be deemed to have any right,  title or
interest,  legal or  equitable,  in any asset of the Trust,  including,  but not
limited to, any investments which represent amounts credited to the Deferred Fee
Account(s).

Section 7.04  Withholding
-------------------------

     The Trust shall have the right to deduct or withhold from the Plan Benefits
paid under this Plan all taxes  which may be required to be deducted or withheld
under any  provision  of law  (including,  but not limited to,  Social  Security
payments, income tax withholding and any other deduction or withholding required
by law) now in effect or which may become  effective any time during the term of
this Plan.

<PAGE>

Section 7.05  Exclusivity of Plan
---------------------------------

     This Plan is  intended  solely  for the  purpose of  deferring  fees to the
Officer and/or Trustee to the mutual advantage of the parties. Nothing contained
in this Plan shall in any way affect or  interfere  with the right of an Officer
and/or  Trustee to  participate in any other benefit plan in which he or she may
be entitled to participate.

Section 7.06  No Right to Continued Service
-------------------------------------------

     This Plan  shall not confer  any right to  continued  service on an Officer
and/or Trustee of the Trust.

Section 7.07  Notice
--------------------

     Each notice and other communication to be given pursuant to this Plan shall
be in writing and shall be deemed  given only when (a)  delivered  by hand,  (b)
transmitted by facsimile (provided that a copy is sent at approximately the same
time by registered or certified mail, return receipt requested), (c) received by
the  addressee,  if  sent  by  registered  or  certified  mail,  return  receipt
requested,  or (d) by Express Mail,  Federal Express or other overnight delivery
service,  to the Trust at its principal  office and to an Officer and/or Trustee
at the last  known  address of such  Officer  and/or  Trustee  (or to such other
address or facsimile  number as a party may specify by notice given to the other
party pursuant to this Section).

Section 7.08  New Jersey Law Controlling
----------------------------------------

     This Plan shall be  construed in  accordance  with the laws of the State of
New Jersey.

Section 7.09  Binding on Successors
-----------------------------------

     This Plan shall be binding upon the Officers and/or Trustees and the Trust,
and their heirs, successors, legal representatives and assigns.


<PAGE>


                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                            OFFICERS AND/OR TRUSTEES

                              Deferral of Fees Form



Name:__________________________________________________________________________

Address: ______________________________________________________________________

         ______________________________________________________________________


Telephone (daytime) _________________________

Social Security Number: _____________________


I am an  _____OFFICER  _____TRUSTEE of First Real Estate Investment Trust of New
Jersey

I elect to defer the following fees in the following amounts or percentages:

TYPE OF FEE                                   AMOUNT OR PERCENTAGE DEFERRED
-----------                                   -----------------------------

Officer's annual fee       __________         _____________________________

Officer's meeting fee      __________         _____________________________

Trustee's annual fee       __________         _____________________________

Trustee's meeting fee      __________         _____________________________


Date of this election:____________________


Officer's Signature:_______________________________________________________


Trustee's Signature:_______________________________________________________


Received by:(Signature) ___________________________________________________


Date:__________________________    Title:______________________________________


<PAGE>

                            OFFICERS AND/OR TRUSTEES

                             Payment Election Form


With  respect  to the  fees  deferred  pursuant  to my  Deferral  of Fees  dated
_________________,  I,  ________________,  hereby  elect to have my Plan Benefit
commence and the form of Plan Benefit payment to be as follows:


1.   Retirement Benefit
     ------------------

     I elect to receive my Plan Benefits as follows:

     Benefit to commence:  At retirement age of _________, or actual retirement,
     if later.

     Benefit to be paid: (check one)   [__]Lump sum   [__] Installments over ___
                                                           years (not to exceed
                                                           10).

1.   Termination Benefit
     -------------------

     If my  employment  terminates  before I am eligible  to retire,  I elect to
     receive my benefits as follows:

     Benefit to commence:  [___] At termination  [___] At the retirement age set
                                                       forth above.

     Benefit to be paid: (check one) [___] Lump sum [___] Installments over ___
                                                          years (not to exceed
                                                          10).

1.   In-Service Distribution
     -----------------------

     I elect to receive my Plan Benefit during service as follows:

     Benefit  to  commence in  ____ calendar  year  (must be at least 2 calendar
     years after the year for which deferrals are made.)

     Benefit to be paid: (check one) [__] Lump sum  [__] Installments over ____
                                                         years (not to exceed
                                                         10).

1.   Survivor Benefit
     ----------------

     If my death occurs prior to commencement of my retirement  benefit, I elect
     to have survivor benefits paid as follows:

     Benefit to commence:  [___] Immediately  [___] When it would have been
                                                    otherwise paid to me
                                                    as elected above.

     Benefit to be paid: [___] Lump sum  [___] Installments over ____ years (not
                                               to exceed 10).

I designate the following as my beneficiary:___________________________________

<PAGE>

Payment Election Form
Page 2

1.   Change in Control
     -----------------

     If a Change in Control  occurs,  I elect to receive my Plan Benefit paid as
     follows:

     Benefit to commence:  [___] Immediately  [___] When it would have been
                                                    otherwise paid to me
                                                    as elected above.

     Benefit to be paid: [___] Lump sum  [___] Installments over ____ years (not
                                               to exceed 10).


I  understand  that if I  change  in the  date at  which  a Plan  Benefit  is to
commence,  the change shall supersede the date of payment herein  selected.  Any
such  change  must be made on forms  provided by the Company and must be made at
least twelve (12) months (and more than one calendar  year) prior to the earlier
of (i) the date payments would  otherwise  commence (other than on account of an
Unforeseeable  Emergency  or a Change in Control as defined in the Plan) or (ii)
my termination of service for any reason as a member of the Board.

I understand that if I change the form of Plan Benefit payment, the change shall
supersede the form of payment herein selected.  Any change must be made on forms
provided by the  Company and must be made at least  twelve (12) months (and more
than one  calendar  year)  prior to the earlier of (i) the date  payments  would
otherwise  commence  (other than on account of an  Unforeseeable  Emergency or a
Change in Control as defined in the Plan) or (ii) my  termination of service for
any reason as a member of the Board.


Dated:


Officer's  Signature: ________________________________________________________


Trustee's Signature: _________________________________________________________


<PAGE>


                            OFFICERS AND/OR TRUSTEES

                        Change of Payment Election Form


With  respect  to the  fees  deferred  pursuant  to my  Deferral  of Fees  dated
_____________,  ____________, I hereby elect to change the date at which my Plan
Benefit is to commence and/or the form of Plan Benefit payment as follows:


1.   Retirement Benefit
     ------------------

     I elect to receive my Plan Benefits as follows:

     Benefit to commence:  At retirement age of _________, or actual retirement,
     if later.

     Benefit to be paid: (check one)   [__]Lump sum   [__] Installments over ___
                                                           years (not to exceed
                                                           10).

1.   Termination Benefit
     -------------------

     If my  employment  terminates  before I am eligible  to retire,  I elect to
     receive my benefits as follows:

     Benefit to commence:  [___] At termination  [___] At the retirement age set
                                                       forth above.

     Benefit to be paid: (check one) [___] Lump sum [___] Installments over ___
                                                          years (not to exceed
                                                          10).

1.   In-Service Distribution
     -----------------------

     I elect to receive my Plan Benefit during service as follows:

     Benefit  to  commence  in _____ calendar  year (must be at least 2 calendar
     years after the year for which deferrals are made.)

     Benefit to be paid: (check one) [__] Lump sum  [__] Installments over ____
                                                         years (not to exceed
                                                         10).

1.   Survivor Benefit
     ----------------

     If my death occurs prior to commencement of my retirement  benefit, I elect
     to have survivor benefits paid as follows:

     Benefit to commence:  [___] Immediately  [___] When it would have been
                                                    otherwise paid to me
                                                    as elected above.

     Benefit to be paid: [___] Lump sum  [___] Installments over ____ years (not
                                               to exceed 10).

<PAGE>

Change of Payment Election Form
Page 2

1.   Change in Control
     -----------------

     If a Change in Control  occurs,  I elect to receive my Plan Benefit paid as
     follows:

     Benefit to commence:  [___] Immediately  [___] When it would have been
                                                    otherwise paid to me
                                                    as elected above.

     Benefit to be paid: [___] Lump sum  [___] Installments over ____ years (not
                                               to exceed 10).


I understand  that any change in the date at which a Plan Benefit is to commence
shall supersede the date of payment previously selected,  provided it is made at
least twelve (12) months (and more than one calendar  year) prior to the earlier
of (i) the date payments would  otherwise  commence (other than on account of an
Unforeseeable  Emergency  or a Change in Control as defined in the Plan) or (ii)
my termination of service for any reason as a member of the Board.

I understand that any change in the form of Plan Benefit payment shall supersede
the form of payment  previously  selected,  provided it is made at least  twelve
(12)  months (and more than one  calendar  year) prior to the earlier of (i) the
date  payments  would   otherwise   commence   (other  than  on  account  of  an
Unforeseeable  Emergency  or a Change in Control as defined in the Plan) or (ii)
my termination of service for any reason as a member of the Board.


Dated:


Officer's  Signature: ________________________________________________________


Trustee's Signature: _________________________________________________________

<PAGE>

                                 Amendment No. I
                                 ---------------

                   Officers and/or Trustees Deferred Fee Plan
                   ------------------------------------------

     This Amendment No. I to the Officers and/or Trustees Deferred Fee Plan (the
"Plan") is made as of November 1, 2000.

     1.   Article III, Section 3.02,  Paragraph 1 of the Plan is amended to read
          as follows:

     Section 3.02 Power to Invest

     1.   The Deferred Fee Account(s)  shall be credited with  interest,  at the
          rate of nine percent (9.0%) per annum,  on November 1, February 1, May
          1 and August 1 of each year;  interest to be compounded on a quarterly
          basis. The Committee,  in its sole  discretion,  may permit an Officer
          and/or Trustee to request that the amounts  represented by one or more
          of  his  or  her  Deferred  Fee   Account(s)  be  invested  in  equity
          securities,  fixed income securities,  money market accounts and cash,
          as the Trust  shall from time to time allow as  permitted  investments
          under  the Plan  (an  "Alternative  Investment").  Any  request  by an
          Officer and/or Trustee as to an Alternative  Investment  shall be made
          in writing to the  Committee  and is subject to the  discretion of the
          Committee. The Deferred Fee Account(s) shall be credited with earnings
          or losses (if any) based on the Alternative  Investment selected,  and
          as and for the period as reported to the Committee.  Amounts  invested
          in an Alternative  Investment are not guaranteed by the Trust, and are
          subject to the risk of loss of principal and  earnings.  The Committee
          shall determine the frequency with which an Officer and/or Trustee may
          change his or her Alternative Investments.

     2.   All other terms and conditions of the Plan remain as stated therein.

     IN WITNESS  WHEREOF,  the  undersigned has executed this Amendment No. I as
the  authorized  Officer of First  Real  Estate  Investment  Trust of New Jersey
pursuant  to the  resolution  adopted  on  January  31,  2001  by the  Executive
Committee of the Board of Trustees.


ATTEST:

                                             FIRST REAL ESTATE INVESTMENT TRUST


__________________________________        by: __________________________________
William R. DeLorenzo, Jr.                        Robert Hekemian, Chairman
Executive Secretary