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MUNICIPAL MORTGAGE & EQUITY, LLC

2004 NON-EMPLOYEE DIRECTORS’ SHARE PLAN



     1.     Purpose. The purpose of this 2004 Non-Employee Directors’ Share Plan
(the “Plan”) of Municipal Mortgage & Equity, LLC, a Delaware limited liability
company (the “Company”), is to advance the interests of the Company and its
shareholders by providing a means to attract and retain highly qualified
persons to serve as non-employee directors of the Company and to promote
ownership by such directors of a greater proprietary interest in the Company,
thereby aligning such directors’ interests more closely with the interests of
shareholders of the Company.



     2.     Definitions. In addition to terms defined elsewhere in the Plan, the
following are defined terms under the Plan:



     (a)     “Annual Award Amount” means an amount paid to a Participant as
determined by the Board, in its sole discretion, from time to time.



     (b)     “Code” means the Internal Revenue Code of 1986, as amended from time
to time. References to any provision of the Code include regulations
thereunder and successor provisions and regulations thereto.



     (b)     For purposes of the Plan, a “Change in Control” shall have occurred
if:




	 	 	          (i)     Any “person,” as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any entity controlling,
controlled by or under common control with the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company or any corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as
their ownership of shares of the Company), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of
either the combined voting power of the Company’s then outstanding voting
securities or the then outstanding Shares (in either case, other than as
a result of an acquisition of securities directly from the Company);
	 
	 	 	          (ii)      during any period of two consecutive years, 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 clause
(i), (iii), or (iv) of this Section 2(b)) whose election by the Board or
nomination for election by the Company’s shareholders was approved by a
vote of at least two-thirds 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 at least a majority of the Board;
	 
	 	 	          (iii)     the shareholders of the Company approve a merger,
consolidation, recapitalization, or reorganization of the Company, or a
reverse share split of any class of voting securities of the Company, or
the consummation of any such transaction if shareholder approval is not
obtained, other than any such transaction which would result in at least
75% of the total voting power represented by the voting securities of the
Company or the surviving entity outstanding immediately after such
transaction being beneficially owned by persons who together beneficially
owned at least 75% of the combined voting power of the voting securities
of the Company outstanding immediately prior to such transaction, with
the relative voting power of each such continuing holder compared to the
voting power of each other continuing holder not substantially altered as




 









 






	 	 	a result of the transaction; provided that, for purposes of this
paragraph (iii), such continuity of ownership (and preservation of
relative voting power) shall be deemed to be satisfied if the failure to
meet such 75% threshold (or to substantially preserve such relative
voting power) is due solely to the acquisition of voting securities by an
employee benefit plan of the Company or such surviving entity or of any
subsidiary of the Company or such surviving entity; or
	 
	 	 	          (iv)     the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s
assets (or any transaction having a similar effect).





     (c)     “Deferred Share” means a credit to a Participant’s deferral account
under Section 8 which represents the right to receive one Share upon settlement
of the deferral account. Deferral accounts, and Deferred Shares credited
thereto, are maintained solely as bookkeeping entries by the Company evidencing
unfunded obligations of the Company.



     (d)     “Exchange Act” means the Securities Exchange Act of 1934, as amended.
References to any provision of the Exchange Act include the rules promulgated
thereunder and successor provisions and rules thereto.



     (e)     “Fair Market Value” of a Share means, as of any given date, the
closing sales price of a Share on the New York Stock Exchange for such date or,
if such day was not a trading day, the closing sales price for the most recent
trading day prior to such date.



     (f)     “Option” means the right, granted to a director under Section 7, to
purchase a specified number of Shares at the specified exercise price for a
specified period of time under the Plan. All Options will be non-qualified
stock Options.



     (g)     “Participant” means any person who, as a non-employee director of the
Company, has been granted a Restricted Share, an Option or Deferred Shares
which remain outstanding or who has elected to be paid fees in the form of
Shares or Deferred Shares under the Plan.



     (h)     “Restricted Share” means, an award of a Share that is subject to
restrictions under Section 6.



     (i)     “Rule 16b-3” means Exchange Act Rule 16b-3 as from time to time in
effect and applicable to the Plan and Participants.



     (j)     “Share” means a Common Share of the Company and such other securities
as may be substituted for such Share or such other securities pursuant to
Section 9.



     3.     Shares Available Under the Plan. Subject to adjustment as provided in
Section 9, the total number of Shares reserved and available for issuance under
the Plan is 400,000. Such Shares may be authorized but unissued Shares,
treasury Shares, or Shares acquired in the market for the account of the
Participant. For purposes of the Plan, Shares issued in connection with an
award of Restricted Shares or Shares that may be purchased upon exercise of an
Option or delivered in settlement of Deferred Shares will not be considered to
be available after such Restricted Share or Option has been granted or credited
in respect of a Deferred Share, except for purposes of issuance in connection
with such Restricted Share, Option or Deferred Share; provided, however, that,
if an Option expires for any reason without having been exercised in full or
the Restricted Share or Deferred Share is forfeited, the Shares subject to the
unexercised portion of such Option or credited in respect of a Restricted Share
or Deferred Share will again be available for issuance under the Plan.



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     4.     Administration of the Plan. The Plan will be administered by the Board
of Directors of the Company (the “Board”); provided, however, that any action
by the Board relating to the Plan will be taken only if, in addition to any
other required vote, such action is approved by the affirmative vote of a
majority of the directors who are not then eligible to participate in the Plan.
The Board shall have authority to (i) determine the number of Options, Shares,
Restricted Shares or Deferred Shares to be credited to each Participant; (ii)
determine the amount of cash fees eligible for deferral under the Plan; and
(iii) determine or impose conditions on such Options, Shares, Restricted Shares
and Deferred Shares and cash fees under the Plan as it may deem appropriate.
The Participant shall take whatever additional actions and execute whatever
additional documents the Board may in its reasonable judgment deem necessary or
advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Participant pursuant to the express provisions of
the Plan.



     5.     Eligibility. Each director of the Company who, on any date on which an
Option is to be granted under Section 6, a Restricted Share is to be granted
under Section 7 or on which fees are to be paid that could be received in the
form of Shares or deferred in the form of Deferred Shares under Section 8, is
not an employee of the Company or any subsidiary of the Company will be
eligible, at such date, to be granted an Option under Section 6, a Restricted
Share under Section 7 or receive fees in the form of Shares or defer fees in
the form of Deferred Shares under Section 8. No person other than those
specified in this Section 5 will be eligible to participate in the Plan.



     6.     Options. An Option to purchase 7,000 Shares, subject to adjustment as
provided in Section 9, will be automatically granted to a person who is first
elected or appointed to serve as a member of the Board at or after the
effective date of the Plan, on the date of such election or appointment, if
such director is eligible to be granted an Option at that date.
Notwithstanding the foregoing, the Board may, in its discretion, grant
additional Options (which are not to be treated as incentive options under
Section 422 of the Code) to Participants from time to time.



     (a)     Exercise Price. The exercise price per Share purchasable upon
exercise of an Option will be equal to 100% of the Fair Market Value of a Share
on the date of grant of the Option.



     (b)     Option Expiration. A Participant’s Option will expire at the earlier
of (i) 10 years after the date of grant or (ii) one year after the date the
Participant ceases to serve as a director of the Company for any reason.



     (c)     Exercisability. Unless otherwise provided by the Board, no Option may
be exercised unless and until it has become exercisable in accordance with this
Section 6(c). A Participant’s Option received upon initial election or
appointment will become exercisable in three equal annual installments
commencing at the earlier of the next anniversary of the director’s initial
election or appointment and the next Annual Meeting of Shareholders; provided,
however, that a Participant’s Option (granted pursuant to Section 6) will
become immediately exercisable in full at the time the Participant ceases to
serve as a director due to death or disability or upon a Change in Control; and
provided further, that a Participant’s Option may be exercised after the
Participant ceases to serve as a director for any reason other than death or
disability only to the extent that the Option was exercisable at the date he or
she ceased to be a director or has become exercisable pursuant to this Section
6(c) within two months after the date he or she ceased to be a director.



     (d)     Method of Exercise. A Participant may exercise an Option, in whole or
in part, at such time as it is exercisable and prior to its expiration, by
giving written notice of exercise to the Secretary of the Company, specifying
the Option to be exercised and the number of Shares to be purchased, and paying
in full the exercise price in cash (including by check) or by surrender of



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Shares already owned by the Participant (except for Shares acquired from
the Company by exercise of an Option or other award less than six months before
the date of surrender) having a Fair Market Value at the time of exercise equal
to the exercise price, or by a combination of cash and Shares.



     7.     Restricted Shares. An annual award of Restricted Shares, in an amount
equal to the Annual Award Amount divided by the Fair Market Value of a Share on
the date of such grant, shall automatically be granted to each member of the
Board on the date of the final adjournment of the Company’s Annual Meeting of
Shareholders each year, if such director is eligible to be granted Restricted
Shares at that date. Notwithstanding the forgoing, the Board, in its
discretion may make additional grants of Restricted Stock to Participants from
time to time.



     (a)     Restrictions and Conditions. Unless otherwise provided by the Board,
Restricted Shares awarded to a Participant shall be subject to a restriction
from any voluntary or involuntary sale, transfer, pledge, anticipation,
alienation, encumbrance or assignment unless the restrictions on such shares
have lapsed and vest in accordance with this Section 7(a). Restricted Shares
received on the date of each Annual Meeting of Shareholders will vest at the
earlier of the next anniversary of the grant of such Restricted Shares and the
next Annual Meeting of Shareholders; provided, however, that a Participant’s
Restricted Shares (granted pursuant to Section 7) will become fully vested at
the time the Participant ceases to serve as a director due to death or
disability or upon a Change in Control; and provided further, that a
Participant’s Restricted Shares will become fully vested after the Participant
ceases to serve as a director for any reason other than death or disability
only to the extent that the Restricted Shares are vested at the date he or she
ceased to be a director or has vested pursuant to this Section 7(a) within two
months after the date he or she ceased to be a director. Restricted Shares
that will, at the time the Participant ceases to be a director, remain subject
to restriction shall be forfeited and reacquired by the Company. Except to the
extent restricted under this Section 7(a), a Participant granted Restricted
Shares shall have all of the rights of a shareholder including, without
limitation, the right to vote Restricted Shares and the right to receive
dividends thereon (as described below).



     (b)     Certificates for Shares. Restricted Shares granted under the Plan may
be evidenced in such manner as the Board shall determine. If certificates
representing Restricted Shares are registered in the name of the Participant,
such certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Shares, the Company
may retain physical possession of the certificate, and the Participant shall
have delivered a stock power to the Company, endorsed in blank, relating to the
Restricted Shares.



     (c)     Dividends and Distributions. Dividends paid on Restricted Shares
shall be either paid at the dividend payment date in the form the dividends are
paid to other shareholders, in cash, or in unrestricted Shares having a Fair
Market Value equal to the amount of such dividends, or the payment of such
dividends shall be deferred and/or the amount or value thereof automatically
reinvested in additional Restricted Shares or other investment vehicles, as the
Board shall determine or permit the Participant to elect. Shares distributed
in connection with a Share split or Share dividend, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Shares with respect to which
such Shares or other property are distributed.



     8.     Receipt of Shares or Deferred Shares In Lieu of Fees. Each director of
the Company may elect to be paid fees, in his or her capacity as a director
(including the Annual Award Amount, annual retainer fees for service on the
Board, fees for service on a Board committee, fees for service as chairman of a
Board committee, and any other fees paid to directors) in the form of Shares or
Deferred Shares in lieu of receipt of such fees, if such director is eligible
to do so under Section 5 at the date any such fee is otherwise payable. If so
elected,



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payment of fees in the form of Shares or Deferred Shares shall be made in
accordance with this Section 8.



     (a)     Elections. Each director who elects to be paid fees for a given
calendar year in the form of Shares or to defer such payment of fees in the
form of Deferred Shares for such calendar year must file an irrevocable written
election with the Secretary of the Company no later than December 31 of the
year preceding such calendar year; provided, however, that any newly elected or
appointed director may file an election for any year not later than 30 days
after the date such person first became a director, and a director may file an
election for the year in which the Plan became effective not later than 30 days
after the date of effectiveness (in either case, with respect to the fees not
earned as of the date of such election). An election by a director shall be
deemed to be continuing and therefore applicable to subsequent Plan years
unless the director revokes or changes such election by filing a new election
form by the due date for such form specified in this Section 8(a). The
election must specify the following:




	 	 	          (i)     A percentage of fees to be received in the form of Shares or
deferred in the form of Deferred Shares under the Plan; and
	 
	 	 	          (ii)     In the case of a deferral, the period or periods during which
settlement of Deferred Shares will be deferred (subject to such
limitations as may be specified by counsel to the Company).





     (b)     Payment of Fees in the Form of Shares. At any date on which fees are
payable to a Participant who has elected to receive such fees in the form of
Shares, the Company will issue to such Participant, or to a designated third
party for the account of such Participant, a number of Shares having an
aggregate Fair Market Value at that date equal to the fees, or as nearly as
possible equal to the fees (but in no event greater than the fees), that would
have been payable at such date but for the Participant’s election to receive
Shares in lieu thereof. If the Shares are to be credited to an account
maintained by the Participant and to the extent reasonably practicable without
requiring the actual issuance of fractional Shares, the Company shall cause
fractional Shares to be credited to the Participant’s account. If fractional
Shares are not so credited, any part of the Participant’s fees not paid in the
form of whole Shares will be payable in cash to the Participant (either paid
separately or included in a subsequent payment of fees, including a subsequent
payment of fees subject to an election under this Section 8).



     (c)     Deferral of Fees in the Form of Deferred Shares. The Company will
establish a deferral account for each Participant who elects to defer fees in
the form of Deferred Shares under this Section 8. At any date on which fees
are payable to a Participant who has elected to defer fees in the form of
Deferred Shares, the Company will credit such Participant’s deferral account
with a number of Deferred Shares equal to the number of Shares having an
aggregate Fair Market Value at that date equal to the fees that otherwise would
have been payable at such date but for the Participant’s election to defer
receipt of such fees in the form of Deferred Shares. The amount of Deferred
Shares so credited shall include fractional Shares calculated to at least three
decimal places.



     (d)     Crediting of Dividend Equivalents. Whenever dividends are paid or
distributions are made with respect to Shares, a Participant to whom Deferred
Shares are then credited in a deferral account shall be entitled to receive, as
dividend equivalents, an amount equal in value to the amount of the dividend
paid or property distributed on a single Share multiplied by the number of
Deferred Shares (including any fractional Share) credited to his or her
deferral account as of the record date for such dividend or distribution. Such
dividend equivalents shall be credited to the Participant’s deferral account as
a number of Deferred Shares determined by dividing the aggregate value of such
dividend equivalents by the Fair Market Value of a Share at the payment date of
the dividend or distribution.



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     (e)     Settlement of Deferred Shares. The Company will settle the
Participant’s deferral account by delivering to the Participant (or his or her
beneficiary) a number of Shares equal to the number of whole Deferred Shares
then credited to his or her deferral account (or a specified portion in the
event of any partial settlement), together with cash in lieu of any fractional
share remaining at a time when less than one whole Deferred Share is credited
to such deferral account. Such settlement shall be made at the time or times
specified in the Participant’s election filed in accordance with Section 8(a);
provided, however, that a Participant may further defer settlement of Deferred
Shares if counsel to the Company determines that such further deferral likely
would be effective under applicable federal income tax laws and regulations.



     (f)     Unforeseen Emergency. Notwithstanding the foregoing provisions of this
Section 8, a Participant may receive any amounts deferred by the Participant in
the event of an “Unforeseeable Emergency.” For these purposes, an
“Unforeseeable Emergency,” as determined by the Board in its sole discretion,
is a severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or “dependent,” as defined in
Section 152(a) of the Code, of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. The circumstances that will constitute an Unforeseeable Emergency
will depend upon the facts of each case, but, in any case, payment may not be
made to the extent that such hardship is or may be relieved:




	 	(i)    through reimbursement or compensation by insurance or otherwise,
	 
	 	(ii)   by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
	 
	 	(iii)  by future cessation of the making of additional deferrals.





     Without limitation, the need to send a Participant’s child to college or
the desire to purchase a home shall not constitute an Unforeseeable Emergency.
Distributions of amounts because of an Unforeseeable Emergency shall be
permitted to the extent reasonably needed to satisfy the emergency need.



     (g)     Nonforfeitability. The interest of each Participant in any fees paid
in the form of Shares or Deferred Shares (and any deferral account relating
thereto) at all times will be nonforfeitable.



     9.      Adjustment Provisions.



     (a)     Corporate Transactions and Events. In the event any recapitalization,
reorganization, merger, consolidation, spin-off, combination, repurchase,
exchange of Shares or other securities of the Company, share split or reverse
split, extraordinary dividend (whether in the form of cash, Shares, or other
property), liquidation, dissolution, or other similar corporate transaction or
event affects the Shares such that an adjustment is appropriate in order to
prevent dilution or enlargement of each Participant’s rights under the Plan
(which would not include a transaction in which public stockholders retain no
interest in the surviving company), then an adjustment shall be made, in a
manner that is proportionate to the change to the Shares and otherwise
equitable, in (i) the number and kind of Shares remaining reserved and
available for issuance under Section 3, (ii) the number and kind of Shares to
be subject to each automatic grant of an Option under Section 6, (iii) the
number and kind of Shares issuable upon exercise of outstanding Options, and/or
the exercise price per Share thereof (provided that no fractional Shares will
be issued upon exercise of any Option), (iv) the number and kind of Shares to
be subject to each automatic grant of Restricted Shares under Section 7, (v)
the kind of Shares to be issued in lieu of fees under Section 8 and (vi) the
number and kind of Shares to be issued upon



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settlement of Deferred Shares under Section 8. The foregoing
notwithstanding, no adjustment may be made hereunder except as will be
necessary to maintain the proportionate interest of the Participant under the
Plan and to preserve, without exceeding, the value of outstanding Options and
Restricted Shares and potential grants of Options and Restricted Shares and the
value of outstanding Deferred Shares.



     (b)     Insufficient Number of Shares. If at any date an insufficient number
of Shares are available under the Plan for the automatic grant of Options or
Restricted Shares or the receipt of fees in the form of Shares or deferral of
fees in the form of Deferred Shares at that date, Options and Restricted Shares
will first be automatically granted proportionately to each eligible director,
to the extent Shares are then available (provided that no fractional Shares
will be issued with respect to such Options or Restricted Shares) and otherwise
as provided under Section 6 and Section 7, and then, if any Shares remain
available, fees shall be paid in the form of Shares or deferred in the form of
Deferred Shares proportionately among directors then eligible to participate to
the extent Shares are then available and otherwise as provided under Section 8.



     10.     Interpretation and Other Rules. The Board may make such rules and
regulations and establish such procedures for the administration of the Plan as
it deems appropriate. Without limiting the generality of the foregoing, the
Board may (i) interpret the Plan and any agreements under Section 12(a), with
such interpretations to be conclusive and binding on all persons and otherwise
accorded the maximum deference permitted by law, provided, that the Board’s
interpretation shall not be entitled to deference on and after a Change in
Control except to the extent that such interpretations are made exclusively by
members of the Board who are individuals who served as Board members before the
Change in Control; and (ii) take any other actions and make any other
determinations or decisions that it deems necessary or appropriate in
connection with the Plan or the administration or interpretation thereof. In
the event of any dispute or disagreement as to the interpretation of the Plan
or of any rule, regulation or procedure, or as to any question, right or
obligation arising from or related to the Plan, the decision of the Board shall
be final and binding upon all persons. Unless otherwise expressly provided
hereunder, the Board, with respect to any grant of Restricted Shares or an
Option, may exercise its discretion hereunder at the time of the grant or
thereafter.



     11.     Changes to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or authority to grant Restricted Shares or
Options or pay fees in the form of Shares or Deferred Shares under the Plan
without the consent of shareholders or Participants, except that any amendment
or alteration will be subject to the approval of the Company’s shareholders at
or before the next annual meeting of shareholders for which the record date is
after the date of such Board action if such shareholder approval is required by
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system as then in effect, and the Board may
otherwise determine to submit other such amendments or alterations to
shareholders for approval; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant with respect to any previously granted Option or any previous
payment of fees in the form of Shares or Deferred Shares.



     12.     General Provisions.



     (a)     Agreements. Options, Restricted Shares, Deferred Shares, and any
other right or obligation under the Plan may be evidenced by agreements or
other documents executed by the Company and the Participant incorporating the
terms and conditions set forth in the Plan, together with such other terms and
conditions not inconsistent with the Plan, as the Board may from time to time
approve.



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     (b)     Compliance with Laws and Obligations. The Company will not be
obligated to issue or deliver Shares in connection with any Option or award of
Restricted Shares, in payment of any directors’ fees, or in settlement of
Deferred Shares in a transaction subject to the registration requirements of
the Securities Act of 1933, as amended, or any other federal or state
securities law, any requirement under any listing agreement between the Company
and any stock exchange or automated quotation system, or any other law,
regulation, or contractual obligation of the Company, until the Company is
satisfied that such laws, regulations, and other obligations of the Company
have been complied with in full. Certificates representing Shares issued under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be applicable under such laws, regulations, and other obligations of the
Company, including any requirement that a legend or legends be placed thereon.



     (c)     Compliance. The obligation of the Company to provide Shares under the
Plan shall be subject to all applicable laws, rules and regulations, including
all applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by
the Board. The Board may make such changes to the Plan as may be necessary or
appropriate to comply with the rules and regulations of any government
authority or to obtain tax benefits applicable to rights under the Plan.
Notwithstanding any other provision of the Plan, the Company shall not be
required to take or permit any action under the Plan or any agreement under
Section 12(a) which, in the good-faith determination of the Company, would
result in a material risk of a violation by the Company of Section 13(k) of the
Exchange Act.



     (d)     Limitations on Transferability. Options, Restricted Shares, Deferred
Shares, and any other right under the Plan will not be transferable by a
Participant except by will or the laws of descent and distribution (or to a
designated beneficiary in the event of a Participant’s death), and will be
exercisable during the lifetime of the Participant only by such Participant or
his or her guardian or legal representative; provided, however, that Options,
Restricted Shares, and Deferred Shares (and rights relating thereto) may be
transferred to one or more trusts or other beneficiaries during the lifetime of
the Participant for purposes of the Participant’s estate planning or at the
Participant’s death, and such transferees may exercise rights thereunder in
accordance with the terms thereof, but only if and to the extent then permitted
under Rule 16b-3 and consistent with the registration of the offer and sale of
Shares related thereto on Form S-8, Form S-3, or such other registration form
of the Securities and Exchange Commission as may then be filed and effective
with respect to the Plan. The Company may rely upon the beneficiary
designation last filed in accordance with this Section 12(d). Options,
Restricted Shares, Deferred Shares, and other rights under the Plan may not be
pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be
subject to the claims of creditors of any Participant.



     (e)     No Fiduciary Relationship. Nothing contained in the Plan and no action
taken pursuant to the provisions of the Plan, shall create or shall be
construed to create a trust of any kind, or a fiduciary relationship between
the Company or its subsidiaries, or their officers or the Board, on the one
hand, and the Participant, the Company, its subsidiaries or any other person or
entity, on the other.



     (f)     Notices. All notices under the Plan shall be in writing, and if to
the Company, shall be delivered to the Board or mailed to its principal office,
addressed to the attention of the Board; and if to the Participant, shall be
delivered personally, sent by facsimile transmission or mailed to the
Participant at the address appearing in the records of the Company. Such
addresses may be changed at any time by written notice to the other party given
in accordance with this Section 12(f).



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     (g)     Compliance with Rule 16b-3. It is the intent of the Company that this
Plan complies in all respects with applicable provisions of Rule 16b-3.
Accordingly, if any provision of this Plan or any agreement hereunder does not
comply with the requirements of Rule 16b-3 as then applicable to a transaction
by a Participant, such provision will be construed or deemed amended to the
extent necessary, to conform to the applicable requirements with respect to
such Participant.



     (h)     No Right To Continue as a Director. Nothing contained in the Plan or
any agreement hereunder will confer upon any Participant any right to continue
to serve as a director of the Company.



     (i)     No Shareholder Rights Conferred. Except as otherwise provided in
Section 6(a), nothing contained in the Plan or any agreement hereunder will
confer upon any Participant (or any person or entity claiming rights by or
through a Participant) any rights of a shareholder of the Company unless and
until Shares are in fact issued to such Participant (or person) or, in the case
of an Option, such Option is validly exercised in accordance with Section 6.



     (j)     Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor any submission thereof to the shareholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other compensatory arrangements for directors as it may
deem desirable.



     (k)     Limitation of Liability. Each member of the Board shall be entitled
to, in good faith, rely or act upon any report or other information furnished
to him by any officer or other employee of the Company or any subsidiary, the
Company’s independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional retained by the
Company to assist in the administration of the Plan. No member of the Board,
nor any officer or employee of the Company acting on behalf of the Board, shall
be personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan, and all members of the Board and
any officer or employee of the Company acting on behalf of the Board or members
thereof shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination, or
interpretation.



     (l)       Captions. The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights.



     (m)     Governing Law. The validity, construction, and effect of the Plan and
any agreement hereunder will be determined in accordance with the Delaware
Limited Liability Company Act and other laws (including those governing
contracts) of the State of Delaware, without giving effect to principles of
conflicts of laws, and applicable federal law.



     13.     Effective Date and Plan Termination. The Plan will be effective if,
and at such time as, the Company’s 2004 Share Incentive Plan has become
effective, subject to its approval by the shareholders of the Company. Unless
earlier terminated by action of the Board, the Plan will remain in effect until
such time as no Shares remain available for issuance under the Plan and the
Company and Participants have no further rights or obligations under the Plan.



As adopted by the Board:                     April 9, 2004





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