**Exhibit 10.27**

**NEW PLANEXCEL REALTY TRUST, INC.**

**DEFERREDCOMPENSATION PLAN**

(Amended andRestated as of February 26, 2007)

**ARTICLE I**

**ESTABLISHMENT AND PURPOSE**

New Plan ExcelRealty Trust, Inc. previously adopted this New Plan Excel Realty Trust, Inc.Deferred Compensation Plan, effective July 1, 2004.  The purpose ofthe Plan is to provide each Participant with an opportunity to defer receipt ofa portion of their salary, bonus, and other specified cash and equity-basedcompensation permitted by the Committee.  The Plan is not intended to meetthe qualification requirements of Section 401(a) of the Internal RevenueCode, but is intended to be an unfunded arrangement providing deferredcompensation to eligible employees who are part of a select group of managementor highly compensated employees of the Company within the meaning of Sections201(2), 301(a)(3) and 401(a)(1) of ERISA.  The Plan is intended to beexempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a “tophat” plan, and to be eligible for the alternative method of compliance forreporting and disclosure available for unfunded “top hat” plans.

The Plan wasamended and restated effective January 1, 2005 to comply with the requirementsof Section 409A of the Code, as enacted into law pursuant to the American JobsCreation Act of 2004.  The Plan now isamended and restated as of February 26, 2007 to make certain clarifyingchanges.

**ARTICLE II**

**DEFINITIONS**

2.1.                              AccountBalance.  Account Balance means, with respect to the Deferred CompensationAccount, a Stock Unit Account, or an In-Service Account, the total value of allCompany Stock Units and Investment Options in which the Participant deferralshave been Deemed Invested as of a specific date, taking into account the valueof all distributions from that Account to that date.

2.2.                              AllocationElection.  Allocation Election means a choice by a Participant of oneor more Investment Options, and the allocation among them, in which futureParticipant Cash Deferrals and/or existing Account Balances are Deemed Investedfor purposes of determining earnings in a particular Account.

2.3.                              AllocationElection Form.  Allocation Election Form means the form (or Websitescreen) approved by the Plan Administrator on which the Participant makes anAllocation Election.

2.4.                              AnnualValuation Date.  Annual Valuation Date shall mean the anniversary ofthe Termination Valuation Date, In Service Distribution Valuation Date, orStock Unit Valuation Date utilized to determine the amount of an annualinstallment payment.

2.5.                              Beneficiary. Beneficiary means a natural person, estate, or trust designated by aParticipant on the form designated by the Plan Administrator to receivebenefits to which a Beneficiary is entitled under and in accordance withprovisions of the Plan.  The Participant’s spouse, or if none (or nolonger living), then the Participant’s estate shall be the Beneficiary if:

a.                  Participant hasnot designated a natural person or trust as Beneficiary, or

b.                 thedesignated Beneficiary has predeceased the Participant.

2.6.                              CashCompensation.  Cash Compensation means Compensation that is paid incash, such as base salary (including any Company contributions made of behalfof a Participant to any qualified plan maintained by the Company or to anycafeteria plan under Section 125 of the Code), annual bonus, other cashawards and dividend-equivalent bonuses, and such other Cash Compensation (ifany) approved by the Committee as Compensation for purposes of this Plan.

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2.7.                              CashDeferral.  Cash Deferral means a deferral of base salary, bonus, orother cash Compensation (if any) permitted to be deferred by the Committee andproperly deferred by a Participant in accordance with provisions inSection 4.1 of this Plan.

2.8.                              CashDeferral Account.  Cash Deferral Account shall mean part of theDeferred Compensation Account maintained to track Cash Deferrals and DeemedInvestments thereon.

2.9.                              ChiefExecutive Officer.  Chief Executive Officer means the individual whoperforms the functions of a Chief Executive Officer for the Company.

2.10.                        Code.  Code meansthe Internal Revenue Code of 1986, as amended from time to time.

2.11.                        Company.  Companymeans New Plan Excel Realty Trust, Inc.

2.12.                        Company Stock. Company Stock shall mean shares of New Plan Excel Realty Trust, Inc.common stock.

2.13.                        Company Stock Units. Company Stock Units shall mean notional shares of Company Stock resultingfrom a Deemed Investment in Company Stock.

2.14.                        Compensation. Compensation shall mean, for purposes of this Plan, Cash Compensation andCompany Stock Units.

2.15.                        Compensation DeferralAgreement.  Compensation Deferral Agreement shall mean the deferralelection form, or such other forms furnished by the Plan Administrator (orscreens on the Participant Website approved by the Plan Administrator), onwhich a Participant elects Cash Deferrals by designating: (a) the amount ofdeferral and type of Cash Compensation to be deferred; (b) any In ServiceDistribution Dates for that year’s, or a portion of that year’s, CashDeferrals; and (c) the Form of Payment elections for Cash Deferral TerminationBenefits and In Service Distributions.  The Allocation Election Form maybe part of the Compensation Deferral Agreement, in the discretion of the PlanAdministrator.

2.16.                        Death Benefit. Death Benefit shall mean a distribution of the total amount of theParticipant’s Deferred Compensation Account Balance, including any remainingunpaid In Service Account and Stock Unit Account balances, to the Participant’sBeneficiary(ies) in accordance with Article V of the Plan.

2.17.                        Deemed Investment. A Deemed Investment (or “Deemed Invested”) shall mean the notionalconversion of a dollar amount of deferred Compensation credited to aParticipant’s Deferred Compensation Account into shares or units (or a fractionof such measures of ownership, if applicable) of Company Stock Units and/or theunderlying investment (e.g.,  mutual fund or other investment) which isreferred to by the Investment Option(s) selected by the Participant.  Theconversion shall occur as if shares (or units) of the designated investmentwere being purchased (or sold, for a distribution) at the purchase price as ofthe close of business of the day on which the Deemed Investment occurs. At no time shall a Participant have any real or beneficial ownership in theactual investment to which the Company Stock Unit or Investment Option refers,irrespective of whether such a Deemed Investment is mirrored by an actualidentical investment by the Company or a trustee acting on behalf of the Company.

2.18.                        Deferral Period. Deferral Period shall mean the number of years specified by theParticipant on the Restricted Stock Deferral Agreement between a RestrictedStock Deferral and the date elected by the Participant to receive (or to beginto receive) distribution of his or her Stock Unit Benefit.

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2.19.                        Deferred CompensationAccount (“Account’).  A Participant’s Deferred Compensation Accountshall mean the aggregate of all Cash Deferral Accounts, and Stock UnitAccounts, together with a record of Deemed Investments, minus any withdrawalsor distributions from said Account.  The Account, and all componentAccounts, shall be a bookkeeping account utilized solely as a device for themeasurement of amounts to be paid to the Participant under the Plan.  TheAccount shall not constitute or be treated as an escrow, trust fund, or anyother type of funded account for Code or ERISA purposes and, moreover, amountscredited thereto shall not be considered “plan assets” for ERISA purposes.

2.20.                        Deferred CompensationCommittee or “Committee.”  Deferred Compensation Committee, or “Committee”means a committee of at least three (3) officers of the Company appointed bythe Compensation Committee of the Board or the Chief Executive Officer, whoshall serve until the earlier of termination of service or appointment of areplacement by the Compensation Committee of the Board or the Chief ExecutiveOfficer.

2.21.                        Effective Date. Effective Date means the date upon which the Initial Plan Year begins.

2.22.                        Eligible Employee. Eligible Employee means an Employee who is part of a select group ofmanagement or highly compensated employees of the Company within the meaning ofSections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and who is selected by theCommittee to participate in the Plan.

2.23.                        Employee.  Employeemeans a full-time salaried employee of the Company.

2.24.                        ERISA.  ERISA meansthe Employee Retirement Income Security Act of 1974, as amended from time totime.

2.25.                        Grandfathered Subaccount.  Grandfathered Subaccount means that portionof an Account that is earned and vested as of December 31, 2004, includingearnings and losses thereon that occur prior to, or on or after, December 31,2004.

2.26.                        Initial Plan Year. Initial Plan Year means July 1, 2004 - December 31, 2004.

2.27.                        In Service Account. In Service Account shall mean a separate Account of the Cash DeferralAccount and the Stock Unit Account, created whenever a Participant elects a newIn Service Distribution Date (not already established with an Account) withrespect to a portion, or all, of his or her Cash or Restricted Stock Deferrals,to which such portion of the deferral as is specified by the Participant iscredited.

2.28.                        In Service Distribution. In Service Distribution shall mean a payment by the Company to theParticipant following a date elected by the Participant (the In ServiceDistribution Date) of the amount represented by the account balance in the InService Account pertaining to that In Service Distribution.  In ServiceDistributions shall be made in accordance with Participants’ In ServiceDistribution form of payment election.

2.29.                        In Service Distribution Date. In Service Distribution Date shall mean the date selected by the Participant,following which the In Service Distribution Account Balance shall bedistributed in accordance with the Plan.

2.30.                        In Service DistributionValuation Date.  In Service Distribution Valuation Date shall mean thelast business day of the calendar month in which the In Service DistributionDate occurs.

2.31.                        Investment Option. Investment Option shall mean a security or other investment such as a mutualfund, life insurance account, or other investment approved by the PlanAdministrator for use as part of an Investment Option menu, which a Participantmay elect as a measuring device to determine Deemed Investment earnings(positive or negative) to be valued in the Participant’s Cash DeferralAccount(s).  The Participant has no real or beneficial ownership in thesecurity or other investment, represented by the Investment Option.

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2.32.                        Participant. Participant means an Eligible Employee who: (1) is selected to participate inthis Plan in accordance with Section 3.1 and has elected to deferCompensation in accordance with the Plan in any Plan Year; or (2) has an AccountBalance in his or her Deferred Compensation Account greater than zero prior tohis or her death.  A Participant’s continued participation in the Planshall be governed by Section 3.2 of the Plan.

2.33.                        Plan.  Plan meansthe New Plan Excel Realty Trust, Inc. Deferred Compensation Plan as documentedherein and as may be amended from time to time hereafter.

2.34.                        Plan Administrator. Plan Administrator shall mean an employee or group of employees appointed bythe Deferred Compensation Committee who is(are) responsible for those items ofplan administration (e.g., the day-to-day decision making, record keeping) asare delegated to him, her, or them by the Committee.  The PlanAdministrator may further delegate duties of the Plan Administrator to employeesor others (e.g., an outside record keeper) to assist in the administration ofthe Plan.

2.35.                        Plan Year.  PlanYear means January 1 through December 31 (see also Initial PlanYear).

2.36.                        Restricted Stock. Restricted Stock shall mean a share or shares of New Plan Excel RealtyTrust, Inc. common stock that has(have) been issued by the Company to anemployee, with certain legally binding restrictions in place on the exercise ofownership rights and disposition of the stock that are imposed for a period of time(“vesting period”) which restrictions qualify as a substantial risk offorfeiture that results in the delay of inclusion in income of the value of theRestricted Stock until the restrictions, by their terms, are no longereffective (the shares “vest” “on the “vesting date”).

2.37.                        Restricted Stock Deferral. Restricted Stock Deferral shall mean the election by a Participant todefer the receipt of Company Stock Units in accordance with Section 4.2 ofthis Plan.

2.38.                        Restricted Stock DeferralAgreement.  Restricted Stock Deferral Agreement shall mean the form(or, when available and authorized by the Plan Administrator, the screen(s) onthe Participant web site) on which a Participant may elect: (a) the number orpercentage of shares of Restricted Stock to be deferred in accordance with theprovisions of Section 4.2 of this Plan; (b) any In Service DistributionDates for that year’s, or a portion of that year’s, Restricted Stock Deferrals;and (c) the Form of Payment elections for Stock Unit Termination Benefits andIn Service Distributions.  If theParticipant’s Restricted Stock Deferral Agreement identifies a percentage ofshares of Restricted Stock to be deferred and application of such percentageresults in a fractional share, any such fractional share will not be treated asdeferred under this Plan.

2.39.                        Retirement. Retirement shall mean the voluntary termination of employment with theCompany upon reaching age 65, or after reaching age 50 with ten (10) years ofservice with the Company.  Retirement shall also mean such involuntaryterminations as are designated as a Retirement for purposes of this Plan in thesole discretion of the Committee.

2.40.                        Retirement/TerminationBenefit.  Retirement/Termination Benefit (“Cash Retirement/TerminationBenefit” and “Stock Unit Retirement/Termination Benefit”) shall mean adistribution to the Participant of the Participant’s Cash Deferral AccountBalance and the Participant’s Stock Unit Account Balance, including all unpaidIn Service Account Balances, in accordance with the Participant’s paymentschedule election for Retirement/Termination Benefit or as specified inArticle V of the Plan.

2.41.                        Retirement/TerminationAccount.  Retirement/Termination Account (“Cash Retirement/TerminationAccount” and “Stock Unit Retirement/Termination Account”) shall mean thatportion of the Cash Deferral Account and the Restricted Stock Deferral Accountnot allocated to In Service Accounts.

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2.42.                        Stock Unit Benefit. Stock Unit Benefit shall mean the distribution by the Company of the Stock UnitDeferral Account Balance to a Participant, or if applicable, his or herBeneficiary, on (or beginning on) an In Service Distribution Date or on, orbeginning on, the applicable distribution date following Termination ofEmployment with respect to such Account and in accordance with his or herpayment schedule election applicable to such Account.  Suchdistribution shall be made solely in Company Stock.

2.43.                        Stock Unit Deferral Account. Stock Unit Deferral Account shall mean a portion of the DeferredCompensation Account created each time a Participant makes a Restricted StockDeferral, that is maintained to track the amount and value of the RestrictedStock Deferral and Deemed Investment in Company Stock Units together withdistributions from such Account.

2.44.                        Stock Unit Valuation Date. Stock Unit Valuation Date shall mean the last business day of the month inwhich the In Service Distribution Date, elected by the Participant with respectto a Restricted Stock Deferral, occurs. In the case of Restricted Stock Deferrals that are to be paid uponTermination of Employment, Stock Unit Valuation Date shall mean six monthsfollowing Termination of Employment.

2.45.                        Termination of Employment. Termination of Employment shall mean the termination of a Participant’semployment with the Company for any reason other than death.  With regard to non-Grandfathered Subaccounts,a Termination of Employment shall not be deemed to have occurred unless theParticipant has terminated employment with the Company and all members of itscontrolled group, and shall have the same meaning as separation from serviceunder Section 409A of the Code

2.46.                        Termination Valuation Date. Termination Valuation Date shall mean, with regard to GrandfatheredSubaccounts, the last business day of the calendar month in which Terminationof Employment occurs. Termination Valuation Date shall mean, with regard tonon-Grandfathered Subaccounts, six months following the last business day ofthe calendar month in which Termination of Employment occurs.

2.47.                        Valuation Date. Valuation Date means the applicable Termination Valuation Date, the StockUnit Valuation Date or the In-Service Distribution Valuation Date.

**ARTICLE III**

**ELIGIBILITY AND PARTICIPATION**

3.1.                              Eligibilityand Participation.  Each Eligible Employee, determined in the solediscretion of the Committee, shall be eligible to participate in this Plan.

3.2.                              Duration. Once an Employee becomes a Participant, such Employee shall continue tobe a Participant so long as he or she is entitled to receive benefitshereunder, notwithstanding any subsequent Termination of Employment.

3.3.                              Revocationof Future Participation.  Notwithstanding the provisions ofSection 3.2, the Committee may revoke such Participant’s eligibility tomake future deferrals under this Plan. Such revocation will not affect in any manner a Participant’s DeferredCompensation Account.

3.4.                              Notification.  Each newly Eligible Employee shall benotified by the Plan Administrator, in writing, of his or her eligibility toparticipate in this Plan.

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**ARTICLE IV**

**DEFERRAL ELECTIONS AND PARTICIPANT ACCOUNT VALUATION**

4.1.                              CashDeferral Elections.

(a)                          Procedurefor Making Cash Deferral Elections. A Participant shall make Cash Deferral elections under the Plan bycompleting and submitting to the Plan Administrator a written CompensationDeferral Agreement provided by the Plan Administrator (or completing andelectronically submitting the deferral election screen on the Participantwebsite, when made available by the Plan Administrator).  Except as otherwise provided in this Section4.1, Cash Deferral elections shall be made during an annual enrollment periodwhich shall end no later than the last day of the month prior to the beginningof the Plan Year in which the services giving rise to the compensation areperformed.  Cash Deferral elections forthe Initial Plan Year shall be made during an enrollment period which shall endno later than the Effective Date. Notwithstanding the foregoing, an Eligible Employee who becomes eligibleto be a Participant during any Plan Year (including all Eligible Employees inthe initial year of the Plan) may, in the initial year of eligibility only,make deferral elections with respect to Cash Compensation which will be earnedand paid during the balance of such Plan Year but after such elections in suchPlan Year, within 30 days of the date of notification of eligibility asrequired in Section 3.4 of the Plan.

(b)                         SpecialOne-Time Election for 2005 Bonuses. Notwithstanding subsection 4.1(a) above, a Participant may make aspecial one-time Cash Deferral election on or prior to March 15, 2005 to deferthe portion of the Participant’s Cash Compensation that consists of his or herbonus that will be earned based on the Participant’s performance in 2005 andwould otherwise be payable in 2006.

(c)                          Performance-BasedBonuses.  Notwithstanding subsection4.1(a) above, to the extent the Plan Administrator determines that aParticipant is eligible to receive a cash bonus that will qualify asperformance-based within the meaning of Section 409A of the Code, a Participantmay make a Cash Deferral election with regard to such bonus no later than June30 of the Plan Year in which the bonus will be earned.

(d)                         Changesto Cash Deferral Elections.   CashDeferral elections shall be for a Plan Year (or, in the Initial Plan Year, forthe balance of the Plan Year), and shall remain in effect from Plan Year toPlan Year unless modified or revoked by the Participant in writing on suchforms as may be prescribed by the Plan Administrator (or by following suchprocedures as are set by the Plan Administrator regarding using the Participantwebsite, when available) during an enrollment period.  Such modification or revocation shall becomeeffective on the first day of the Plan Year following the date of themodification or revocation.

(e)                          Percentageof Cash Compensation that May be Deferred. A Cash Deferral election shall designate the amount of Cash Compensationto be deferred in dollar amounts or whole percentages.  A Participant maydefer up to 75% of base salary, and up to 100% of his or her bonus or otherCash Compensation declared eligible by the Committee to be paid during the PlanYear to which the election refers.  A Participant may elect differentpercentages for each form of Cash Compensation. The foregoing notwithstanding, in the event a Participant’s deferralelection results in insufficient non-deferred Cash Compensation from which towithhold taxes in accordance with applicable law, the deferral election shallbe reduced as necessary to allow the Company to satisfy tax withholdingrequirements.

(f)                            Applicationof Cash Deferral Elections.   Deferralspertaining to base salary shall be deducted on a pro rata basis from aParticipant’s base salary for each pay period during the Plan Year, anddeferrals pertaining to bonus and other Cash Compensation (if any), shall bededucted from the Participant’s bonus or other Cash Compensation on the datethe bonus or other Cash Compensation would otherwise be paid to the Participant. In each case the amount deferred shall be credited to the Participant’sRetirement/Termination Account or In Service Account(s), and a DeemedInvestment shall be made in the investment(s) represented by the InvestmentOption(s) elected by the Participant, as of the close of business on the dateit would otherwise have been paid as Compensation to the Participant.

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(g)                         Electionof Payment Schedule.  TheCompensation Deferral Agreement shall indicate the Participant’s election of apayment schedule for his or her Retirement/Termination Benefit.  AParticipant shall elect to have such Retirement/Termination Benefitdistributed: (i) a portion, or all, in a single lump sum payable as soon asadministratively practicable following the Termination Valuation Date; and/or(ii) the balance (assuming it is at least $25,000) in up to fifteen (15) annualinstallment payments payable at the time described in Section 5.3.  An election of a payment schedule for aParticipant’s Retirement/Termination Benefit shall pertain to the entireDeferred Compensation Account Balance.

(h)                         Changesto Payment Schedule.  This paragraphapplies only to the portion of a Participant’s Account that is not aGrandfathered Subaccount.  A Participantshall be permitted to change his or her payment schedule election at anytime by filing a new Compensation Deferral Agreement (or by following suchprocedures as are set by the Plan Administrator regarding using the Participantwebsite, when available), provided that the request is made at least twelve(12) months prior to the Participant’s Termination of Employment and the changemust delay the payment or commencement of payment by at least five (5)years.  Any paymentschedule election made within twelve (12) months of Termination ofEmployment shall be null and void, and the most recent paymentschedule election which is dated at least twelve months prior toTermination of Employment will be in effect.

This paragraph applies only to Grandfathered Subaccounts.  A Participant shall be permitted to changehis or her payment schedule election at any time by filing a newCompensation Deferral Agreement (or by following such procedures as are set bythe Plan Administrator regarding using the Participant website, whenavailable), provided such election is made at least thirteen (13) months priorto the Participant’s date of Termination of Employment.  Any paymentschedule election made within thirteen months of Termination of Employmentshall be null and void, and the most recent payment schedule electionwhich is dated at least thirteen months prior to Termination of Employment willbe in effect.

4.2                                 RestrictedStock Deferrals.

(a)                          Therules in this Section 4.2(a) apply to deferrals made on or prior to March 15,2005.  A Participant shall make RestrictedStock Deferral elections under the Plan by completing and submitting to thePlan Administrator a written Restricted Stock Deferral Agreement provided bythe Plan Administrator (or completing and electronically submitting thedeferral election screen on the Participant website, when made available by thePlan Administrator) during the Restricted Stock Deferral enrollmentperiod.  The Restricted Stock Deferral election period shall occur duringthe Plan Year preceding the Plan Year to which the deferral elections pertain,and shall end no later than June 30.  Restricted Stock Deferralelections must be made at least six (6) months prior to the “vesting date” ofthe unvested shares of Restricted Stock to which the deferral election refers,and must refer to unvested shares of Restricted Stock that have a “vesting date”during the Plan Year which begins after the date of the Restricted StockDeferral election.

(b)                         Exceptas provided in Section 4.2(c), the rules in this Section 4.2(b) apply todeferrals made after March 15, 2005.  AParticipant shall make Restricted Stock Deferral elections under the Plan bycompleting and submitting to the Plan Administrator a written Restricted StockDeferral Agreement provided by the Plan Administrator (or completing and electronicallysubmitting the deferral election screen on the Participant website, when madeavailable by the Plan Administrator) during the Restricted Stock Deferralenrollment period.

(i)                                             ARestricted Stock Deferral election may be made at any time that is no laterthan December 15 of the year prior to the year in which the Restricted Stock isgranted (a “Pre-Grant Restricted Stock Election”).

(ii)                                          Inthe case of a Restricted Stock grant, a Restricted Stock Deferral election maybe made on or before the 30th day after the date of grant, provided that theelection is made at least twelve (12) months in advance of the earliest vestingdate under the Restricted Stock grant.

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(iii)                                       A RestrictedStock Deferral election that cannot conform to the requirements of Section4.2(b)(ii) may nevertheless be made later than the year prior to the year inwhich the Restricted Stock is granted (a “Post-Grant Restricted Stock Election”).  In such a case, the Restricted Stock Deferralelection period shall occur during the period which is at least twelve (12)months prior to the date on which the Restricted Stock becomes vested (exceptas provided in Section 4.2(b)(iv) below with regard to a Performance-BasedRestricted Stock Election) and may only apply to Restricted Stock that vests atleast twelve (12) months following the date the Restricted Stock Deferralelection is filed with the Plan Administrator. Any Post-Grant Restricted Stock Election must indicate an In-ServiceDistribution Date that is at least five years later than the vesting date ofthe related Restricted Stock.

(iv)                                      ARestricted Stock Deferral Election that is made with regard to Restricted Stockthat qualifies as performance-based under Code Section 409A (a “Performance-BasedRestricted Stock Election”) shall be made no later than six months prior to thevesting date of the Restricted Stock.

(c)                          The rulein this Section 4.2(c) is the exclusive rule applicable in the case ofRestricted Stock that is issuable pursuant to a written agreement orarrangement to award Restricted Stock following achievement of performancecriteria measured over a performance period of at least twelve (12) months (the“Performance Period”) and that otherwise qualifies as performance-based underCode Section 409A.  In addition, the rulein this Section 4.2(c) may be used to make a deferral election with respect toCommon Stock issuable under a written agreement or arrangement of the kind justdescribed, and any such deferral election shall be treated as a RestrictedStock Deferral under this Plan.  In casesto which this Section 4.2(c) applies, the Restricted Stock Deferral electionperiod shall close no later than six (6) months prior to the end of thePerformance Period used as the measure for the award of Restricted Stock orCommon Stock, as applicable.

(d)                         Exceptas provided in this Section 4.2 regarding changing a paymentschedule election and except as provided in Section 4.3 regarding InService Distribution Date changes, Restricted Stock Deferral elections areirrevocable.   When a Participant makes aRestricted Stock Deferral election, such Participant shall continue to hold (orotherwise be credited with ownership of) the shares of Restricted Stock whichare subject to the Restricted Stock Deferral election, and remains able toexercise all rights of ownership accorded to owners of unvested RestrictedStock with respect to such shares until the day immediately prior to the “vestingdate” of such deferred Restricted Stock shares.  During such period, anydividends declared with respect to such deferred Restricted Stock shares shallbe distributed in accordance with the provisions of the plan pursuant to whichthe Restricted Stock is granted (e.g.,  paid in cash to the owner ofunvested Restricted Stock, or reinvested in Company Stock, including pursuantto the terms of the Company’s Dividend Reinvestment Plan (“DRIP”)), as providedin the Company Restricted Stock agreement.

(e)                          Onthe day immediately prior to the “vesting date” of the shares subject to theRestricted Stock Deferral election, the deferred Restricted Stock shares aredeemed to be surrendered to the Company by the Participant, and exchanged forCompany Stock Units which are simultaneously “deferred” (credited to the StockUnit Account pursuant to provisions of this Plan).  Thereafter, anydividends declared with respect to Company Stock shall be treated as additionalcash compensation to Participants with Stock Unit Accounts in the amount thatwould have been paid (or reinvested) as a dividend if the Participant had notmade the Restricted Stock Deferral election (“dividend equivalent compensation”),and shall be disposed of in accordance with the Participant’s election for “dividendequivalent compensation.”

(f)                            TheRestricted Stock Deferral Agreement shall indicate: (i) the number of shares ofCompany Stock Units a Participant elects to defer; (ii) the disposition of “dividendequivalent compensation”; and (iii) the Participant’s election of a paymentschedule for his or her Stock Unit Retirement/Termination Account.  A Participant may elect to have their “dividendequivalent compensation” distributed: (a) in cash in accordance with procedures for payment of dividendsestablished by the Company; or (b) credited to their Stock Unit Account. The number of Company Stock Units into which dividend equivalent compensationis converted will be calculated on the same basis as the Company’s DRIP or, ifthe DRIP has been terminated, on the basis of the closing price of CompanyStock on the day the dividend is paid.

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(g)                         AParticipant may elect to have his or her Stock Unit Retirement/TerminationAccount Balance distributed: (a) a portion, or all, in a single lump sumpayable as soon as administratively practicable following the applicableValuation Date; and/or (b) the balance (assuming it is valued at $10,000 ormore) in up to fifteen (15) annual installment payments payable at the timedescribed in Section 5.3.  Anelection of a payment schedule for a Participant’s Stock UnitRetirement/Termination Account Balance shall pertain to the entire Stock UnitRetirement/Termination Account Balance.

(h)                         Thisparagraph applies only to the portion of the Account that is a Post-GrantRestricted Stock Election.  AParticipant shall be permitted to change his or her paymentschedule election at any time, but only in accordance with Section 4.3(In-Service Distribution Date Election).

This paragraph applies only to the portion of theAccount that is a Pre-Grant Restricted Stock Election or a Performance-BasedRestricted Stock Election. A Participant shall be permitted to change his or her paymentschedule election at any time by filing a new Restricted Stock DeferralAgreement (or by following such procedures as are set by the Plan Administratorregarding using the Participant website, when available), provided suchelection is made in accordance with Section 4.3, or prior to the time at whichthe deferral election must be made pursuant to Section 4.2(b)(i) (Pre-GrantRestricted Stock Election), 4.2(b)(iv) (Performance-Based Restricted StockElection) or Section 4.2(c), as applicable.

(i)                             RestrictedStock Deferrals shall be credited to the Stock Unit Account as soon asadministratively practicable following the day immediately prior to the “vestingdate” of the shares subject to the Restricted Stock Deferral election, in thesole discretion of the Plan Administrator.  A Deemed Investment shall bemade in Company Stock Units on the date so credited.

(j)                             TheStock Unit Deferral Account Balance shall be fully vested from inception.

4.3                                 InService Distribution Date Election.

(a)                          TheCompensation Deferral Agreement and Restricted Stock Deferral Agreement shallalso indicate the Participant’s election of In Service Distribution Date(s) (ifany).  An In Service Distributionelection shall pertain to such portion of deferred Cash Compensation orRestricted Stock for the Plan Year as elected by the Participant.  ThePlan Administrator shall create a new In Service Account for each distinct InService Distribution Date (unless such Account already exists), to which suchportion of deferred Compensation shall be credited.  In the event an InService Account has already been established for the In Service DistributionDate referred to in the deferral election, such portion of deferredCompensation (Cash or Stock Units) shall be credited to the existing In ServiceAccount.

(b)                         AParticipant may maintain up to five (5) In Service Accounts for CashCompensation, and up to five (5) In Service Accounts for Stock Unit Accounts.

(c)                          AParticipant may change or cancel an In Service Distribution Date, as follows:

(i)                     AnIn Service Distribution Date change may be made by submitting a newCompensation Deferral Agreement, Restricted Stock Deferral Agreement, or suchother form as may be provided for In Service Distribution Date changes by thePlan Administrator (or completing and electronically submitting the appropriatescreen on the Participant website, when available) at any time, so long as thedate that such form is submitted to the Plan Administrator is, in the case ofGrandfathered Subaccounts, at least thirteen (13) months prior to the InService Distribution Date being changed and in the case of non-GrandfatheredSubaccounts, at least twelve (12) months prior to the In Service DistributionDate and has the effect of delaying payment. The In Service Distribution Date may be changed only once for aGrandfathered Subaccount, but may be changed more than once for anon-Grandfathered Subaccount.

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(ii)                  TheIn Service Distribution Date may be extended to a subsequent year (and must beextended by at least one year in the case of Grandfathered Subaccounts and fiveyears in the case of non-Grandfathered Subaccounts), but it may not be made tooccur sooner than the original date.

(iii)               With regard to Grandfathered Accountsonly, the In Service Distribution Date may be cancelled, even after achange.  A cancellation of an In ServiceDistribution Date shall cause the In Service Account associated with it to bemerged into the Cash or Stock Unit Retirement/Termination Account, asapplicable.

(iv)              Makingan In Service Distribution Date change or cancellation in accordance with thePlan is specific to the In Service Distribution to which it refers, and shallnot affect other In Service Distributions or the ability of the Participant tomake new In Service Distribution elections with respect to new deferralcontributions.

(d)                         Anyportion of a Cash or Restricted Stock Deferral not credited to an In ServiceDistribution Account will be credited to the appropriate Retirement/TerminationAccount (either Cash or Stock Unit).

(e)                           The Compensation DeferralAgreement/Restricted Stock Deferral Agreement shall also indicate theParticipant’s election of payment schedule for each In ServiceDistribution Date.  Permitted payment schedules for In Service Distributionsare a single lump sum or (assuming the In Service Distribution Account Balanceis at least $10,000) from two (2) to five (5) annual installmentpayments.  A Participant shall be permitted to change his or her paymentschedule election for an In Service Distribution at any time by filing anew Compensation Deferral Agreement (or by following such procedures as are setby the Plan Administrator regarding using the Participant website, whenavailable), provided that:

(i)                     Inthe case of Grandfathered Subaccounts, such election is made at least thirteen(13) months prior to the In Service Distribution Date.

(ii)                  Inthe case of Non-Grandfathered Subaccounts, such election is made at leasttwelve (12) months prior to the In Service Distribution Date, and such electiondelays payment, or commencement of payment, at least five (5) years.

4.4                                 CashDeferral Allocation Elections and Valuation of Accounts.

(a)                          ForCash Deferrals credited to Cash Deferral Accounts, a Participant shall electInvestment Options from a menu provided by the Plan Administrator.  Theinitial election shall be made on the Allocation Election form approved by thePlan Administrator (or Allocation Election Screen on the Participant websiteapproved by the Plan Administrator) and shall specify the allocations among theInvestment Options elected.  A Participant may make different AllocationElections for each In Service Account and for the Cash Retirement/TerminationAccount.  A Participant’s Accounts shall be valued as the sum of the valueof all Deemed Investments minus any withdrawals or distributions from saidAccount.  Investment Options shall be utilized to determine the earningsattributable to the Account.  Elections of Investment Options do notrepresent actual ownership of, or any ownership rights in or to, the securitiesor other investments to which the Investment Options refer, nor is the Companyin any way bound or directed to make actual investments corresponding to DeemedInvestments.

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(b)                         TheCommittee, in its sole discretion, shall be permitted to add or removeInvestment Options provided that any such additions or removals of InvestmentOptions shall not be effective with respect to any period prior to theeffective date of such change.  Any unallocated portion of an Account orany unallocated portion of new deferrals shall be Deemed Invested in anInvestment Option referring to a money market fund.

(c)                           A Participant may make a newAllocation Election with respect to future Cash Deferrals or existing AccountBalances, provided that such new allocation elections must be in increments ofone percent (1%).  Allocation elections pertaining to existing AccountBalances apply to the entire Account Balance.  New Allocation Electionsmay be made on any business day and will become effective on the same businessday or, in the case of Allocation Elections received after a cut-off timeestablished by the Plan Administrator, the following business day.

(d)                         StockUnit Accounts shall not be eligible for the election of InvestmentOptions.  Such Account Balances will, during the entire Deferral Period,be Deemed Invested in Company Stock Units.

(e)                           Notwithstanding anything in thisSection to the contrary, the Company shall have the sole and exclusiveauthority to invest any or all amounts deferred in any manner, regardless ofany Allocation Elections by any Participant.  A Participant’s AllocationElection shall be used solely for purposes of determining the value of suchParticipant’s Accounts and the amount of the corresponding liability of theCompany in accordance with this Plan.

4.5                                 ProhibitionAgainst Modifications to Deferral Elections.  A Participant may notmodify or revoke a Cash Deferral election during a Plan Year by changing theamount of the Compensation deferral except in the case of severe financialhardship and then only to the extent permissible under Code Section 409A andwith the approval of the Plan Administrator in its sole discretion.

**ARTICLE V**

**DISTRIBUTIONSAND WITHDRAWALS**

5.1                                 InService Distributions.

(a)                   In Service Distributions shall be paidin accordance with the payment schedule election made with respectthereto, beginning as soon as administratively practicable following the InService Distribution Valuation Date.   Inthe event a Participant has elected installment payments for an In ServiceDistribution, the installment payments shall be determined as set forth inSection 5.3 of the Plan.

(b)                 Notwithstandinga Participant’s election to receive an In Service Distribution, to the extentpermitted by Code Section 409A, all In Service Distribution Account Balancesshall be distributed as part of a Retirement/Termination or Death Benefit (andin accordance with the Retirement/Termination payment schedule election,if applicable) if such Retirement, Termination of Employment or Death occursprior to the completion of payment(s) elected in connection with any In ServiceDistribution Date.

(c)                  StockUnit In Service Accounts shall be distributed in shares of Company Stock, equalin number to Company Stock Units credited to the Stock Unit In Service AccountBalance.

5.2                                 Retirement/TerminationBenefit Distribution.  The CashRetirement/Termination Benefit and the Stock Unit Retirement/TerminationBenefit will be paid (or the first payment will be made) in accordance with theParticipant payment schedule election as soon as administrativelypracticable following the Termination Valuation Date.

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5.3                                 InstallmentPayments. If the Participant has elected installment payments, annualpayments will be made beginning as soon as administratively practicablefollowing the applicable Valuation Date or, in the event of a partial lump sumelection, following the first anniversary of the partial lump sum payment madefollowing Retirement or the end of a Deferral Period.  Such payments shall continue annually on orabout the anniversary of the previous installment payment until the number ofinstallment payments elected has been paid.  The installment paymentamount shall be determined annually as the result of a calculation, performedon the applicable Annual Valuation Date, where (i) is divided by (ii):

(i)                             equalsthe value of the applicable Account (or number of Company Stock Units creditedto the Stock Unit Account) on the Annual Valuation Date; and

(ii)                           equals the remaining number ofinstallment payments.

5.5                                 Small Account Balance Lump SumPayment. In the event that a Participant’s Retirement/Termination AccountBalance is less than $25,000 or a Participant’s In Service Distribution AccountBalance or Stock Unit Account Balance is less than $10,000 on the applicableValuation Date, the In Service Distribution, Stock Unit Benefit, or RetirementBenefit, as applicable, shall be paid in a lump sum and any form of paymentelection to the contrary shall be null and void.

5.6                                 Death Benefit.  In the event of a Participant’s death eitherbefore Termination of Employment or before complete distribution of installmentpayments elected by the Participant in connection with any In ServiceDistribution, Retirement/Termination Benefit, or Stock Unit Benefit, suchParticipant’s Beneficiary, named on the most recently filed BeneficiaryDesignation Form, shall be paid a Death Benefit in the amount of the remainingDeferred Compensation Account Balance in a single lump sum as soon aspracticable following the end of the month in which the Participant’s deathoccurred.  The Valuation Date forpurposes of determining the Death Benefit shall be the last day of the month inwhich the Participant’s death occurs.

5.7                                 Unforeseeable Emergency. A Participant may request, in writing to the Plan Administrator, a withdrawalfrom his or her Deferred Compensation Account if the Participant experiences an“unforeseeable emergency.”

An unforeseeable emergency is a severe financial hardship to theParticipant resulting from a sudden and unexpected illness or accident of theParticipant or of a dependent (as defined in section 152(a)) of the Code),loss of the Participant’s property due to casualty, or other similarextraordinary and unforeseeable circumstances arising as a result of eventsbeyond the control of the Participant, as defined in Reg. 1.457-2(h)(4).  The Plan Administrator, in its solediscretion, shall determine whether a Participant has experienced anunforeseeable emergency.  Withdrawals ofamounts because of an unforeseeable emergency are limited to the extentreasonably needed to satisfy the emergency need, which cannot be met with otherresources of the Participant.  The amountof such unforeseeable emergency withdrawal shall be subtracted first from thevested portion of the Participant’s Cash Deferral Retirement/TerminationAccount until depleted and then from the Cash Deferral In Service DistributionAccounts (if any) beginning with the most distant, and then from the Stock UnitRetirement/Termination Account, and finally from the Stock Unit In ServiceAccounts (if any) on a pro-rata basis. Values for purposes of administering this Section shall bedetermined on the date the Plan Administrator approves the amount of theunforeseeable emergency withdrawal, or such other date determined by the PlanAdministrator.

5.8                                 VoluntaryWithdrawal.  Voluntary withdrawals shall be available only with regardto Grandfathered Subaccounts.  AParticipant who is an active employee may request, in writing to the PlanAdministrator, to have up to 100% of the vested portion of his or her DeferredCompensation Account Balance at any time and for any reason, subject to apenalty of 10% of the amount distributed.  The penalty shall be forfeitedto the Company.  There is a minimumwithdrawal amount of $5,000.  Deferral electionsshall be deemed revoked for the balance of the Plan Year in which such withdrawalelection is made and not permitted for the following Plan Year.  The amount of such voluntary withdrawal shallbe subtracted first from the vested portion of the Participant’sRetirement/Termination Account until depleted, then from the In ServiceAccounts (if any) beginning with the most distant, and finally from aParticipant’s Stock Unit Deferral Account on a pro-rata basis.  Values forpurposes of administering this Section shall be determined on the date thePlan Administrator approves the amount of the withdrawal, or such other datedetermined by the Plan Administrator.

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5.9                                 Changein Control.  In the event a Participant shall have a Termination ofEmployment (including a Retirement) within two (2) years following a Change inControl, such Participant shall receive his or her Deferred CompensationAccount Balance (including all In Service Accounts) in a lump sum paid as soonas administratively practicable following the Valuation Date, which for thispurpose shall be the end of the month in which the Change in Controloccurs.  All paymentschedule elections to the contrary shall be ignored.  In the case of non-Grandfathered Subaccounts,payment to key employees shall be delayed six months following Termination ofEmployment to the extent necessary to avoid the imposition of the penalty taxunder Code Section 409A.

5.10                           CourtOrder.  In the event a Court of competent jurisdiction orders adivision of a Participant’s Account or portion thereof pursuant to a validJudgment, the Plan Administrator may make a distribution to the Participant orother recipient named in the Court order in the amount necessary to satisfy thejudgment.

**ARTICLE VI**

**ADMINISTRATION**

6.1.                              PlanAdministration.  This Plan shall be administered by the Committee,which shall have discretionary authority to make, amend, interpret and enforceall appropriate rules and regulations for the administration of this Plan andto utilize its discretion to decide or resolve any and all questions, includingbut not limited to eligibility for benefits and interpretations of this Planand its terms, as may arise in connection with the Plan.  Certain of theseadministrative functions may be delegated by the Committee to the PlanAdministrator.  Claims for benefits shall be filed with the Plan Administratorand resolved in accordance with the claims procedures in Article IX.

6.2.                              Withholding. The Company shall have the right to withhold from any payment made under thePlan (or any amount deferred into the Plan) any taxes required by law to bewithheld in respect of such payment (or deferral).  In addition, theCompany shall have the right to require such payments from a Participant, orwithhold such amounts from other payments due to a Participant from the Companyor any affiliate.

6.3.                              Indemnification. The Company shall indemnify and hold harmless each employee, officer, director,agent or organization, to whom or to which is delegated duties,responsibilities, and authority with respect to administration of the Plan,against all claims, liabilities, fines and penalties, and all expensesreasonably incurred by or imposed upon him or it (including but not limited toreasonable attorney fees) which arise as a result of his or its actions orfailure to act in connection with the operation and administration of the Planto the extent lawfully allowable and to the extent that such claim, liability,fine, penalty, or expense is not paid for by liability insurance purchased orpaid for by the Company.  Notwithstanding the foregoing, the Company shallnot indemnify any person or organization if his or its actions or failure toact are due to gross negligence or willful misconduct or for any such amountincurred through any settlement or compromise of any action unless the Companyconsents in writing to such settlement or compromise.

6.4.                              Expenses. The expenses of administering the Plan shall be paid by the Company.

6.5.                              Delegationof Authority.  In the administration of this Plan, the PlanAdministrator may, from time to time, employ agents and delegate to them suchadministrative duties as it sees fit, and may from time to time consult withlegal counsel who may be legal counsel to the Company.

6.6.                              BindingDecisions or Actions.  The decision or action of the PlanAdministrator in respect of any question arising out of or in connection withthe administration, interpretation and application of the Plan and the rulesand regulations thereunder shall be final and conclusive and binding upon allpersons having any interest in the Plan.

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**ARTICLE VII**

**AMENDMENT AND TERMINATION**

7.1.                              Amendmentand Termination.  The Plan is intended to be permanent, but theCommittee may at any time modify, amend, or terminate the Plan, provided thatsuch modification, amendment or termination shall not cancel, reduce, orotherwise adversely affect the amount of benefits of any Participant accrued(and any form of payment elected) as of the date of any such modification,amendment, or termination, without the consent of the Participant. Notwithstanding the foregoing, the Committee shall be permitted upon Plantermination to instruct the Plan Administrator to pay each Participant (withoutsuch Participant’s consent) a lump sum in the amount of such Participant’sAccount Balance as of the date of such Plan termination, but only to the extentsuch payment would not result in the imposition of the excise tax under CodeSection 409A.

7.2.                              AdverseIncome Tax Determination.  Notwithstanding anything to the contrary inthe Plan, if any Participant receives a deficiency notice from the UnitedStates Internal Revenue Service asserting constructive receipt of amountspayable under the Plan, or if legislation is passed which causes current incometaxation of deferred amounts, Company contributions, and/or the investmentearnings attributed thereto due to any Participant withdrawal right or otherPlan provision, the Committee, in its sole discretion, may terminate the Planor such Participant’s participation in the Plan, and/or may declare null andvoid any Plan provision with respect to affected Participants, and/or may makedistributions in cash or Company Stock in an amount equal to the amount thatwould otherwise be subject to the claim of constructive receipt or otherwiseincludable in income when deferred.  In addition, it is intended that thisPlan comply with all provisions of the Internal Revenue Code, including  Code Section 409A and regulations and rulingsin effect from time to time regarding the permissible deferral of compensationand taxes thereon, and it is understood that this Plan does so comply.  If the laws of the United States or of anyrelevant state are amended or construed in such a way as to make this Plan (orits intended deferral of compensation and taxes) in whole or in part void, thenthe Deferred Compensation Committee, in its sole discretion, may choose toterminate the Plan or it may (to the extent it deems practicable) give effectto the Plan in such a manner as it deems will best carry out the purposes andintentions of this Plan.

**ARTICLE VIII**

**INFORMAL FUNDING**

8.1.                              GeneralAssets.  All benefits in respect of a Participant under this Planshall be paid directly from the general funds of the Company, or a Rabbi Trustcreated by the Company and funded by the Employers for the purpose ofinformally funding the Plan, and other than such Rabbi Trust, if created, nospecial or separate fund shall be established and no other segregation ofassets shall be made to assure payment.  No Participant, spouse orBeneficiary shall have any right, title or interest whatever in or to any investmentswhich an Company may make to aid the Company in meeting its obligationhereunder.  Nothing contained in this Plan, and no action taken pursuantto its provisions, shall create or be construed to create a trust of any kind,or a fiduciary relationship, between the Company or any if its subsidiaries oraffiliated companies and any Employee, spouse, or Beneficiary.  To theextent that any person acquires a right to receive payments from the Companyhereunder, such rights are no greater than the right of an unsecured generalcreditor of the Company.

8.2.                              RabbiTrust.  The Company may, at its sole discretion, establish a grantortrust, commonly known as a Rabbi Trust, as a vehicle for accumulating theassets needed to pay the promised benefit, but the Company shall be under noobligation to establish any such trust or any other informal funding vehicle.

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**ARTICLE IX**

**CLAIMS**

9.1.                              Filinga Claim.  Any controversy or claim arising out of or relating to thePlan shall be filed with the Plan Administrator which shall make alldeterminations concerning such claim.  Any decision by the PlanAdministrator denying such claim shall be in writing and shall be delivered tothe Participant or Beneficiary filing the claim (“Claimant”).  Suchdecision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan document shall be cited and, whereappropriate, an explanation as to how the Claimant can perfect the claim willbe provided, including a description of any additional material or informationnecessary to complete the claim, and an explanation of why such material orinformation is necessary.  The claim denial also shall include anexplanation of the claims review procedures and the time limits applicable tosuch procedures, including a statement of the Claimant’s right to bring a civilaction under Section 502(a) of ERISA following an adverse decision onreview.  This notice of denial of benefits will be provided within 90 daysof the Plan Administrator’s receipt of the Claimant’s claim for benefits. If the Plan Administrator fails to notify the Claimant of its decisionregarding the Claimant’s claim, the claim shall be considered denied.  Ifthe Plan Administrator determines that it needs additional time to review theclaim, the Plan Administrator will provide the Claimant with a notice of theextension before the end of the initial 90-day period.  The extension willnot be more than 90 days from the end of the initial 90-day period and thenotice of extension will explain the special circumstances that require theextension and the date by which the Plan Administrator expects to make adecision.

9.2.                              Appeal. Claimant who has been completely or partially denied a benefit shall beentitled to appeal this denial of his claim by filing a written appeal with theCommittee no later than sixty (60) days after: (a) receipt of the writtennotification of such claim denial, or (b) the lapse of ninety (90) days withoutan announced decision notice of extension.  A Claimant who timely requestsa review of his or her denied claim (or his or her authorized representative)may review, upon request and free of charge, copies of all documents, recordsand other information relevant to the denial and may submit written comments,documents, records and other information relevant to the claim to the PlanAdministrator.  The Committee may, in its sole discretion and if it deemsappropriate or necessary, decide to hold a hearing with respect to the claimappeal.  Following its review of any additional information submitted bythe Claimant, the Committee shall render a decision on its review of the deniedclaim in the following manner:

(a)                          TheCommittee shall make its decision regarding the merits of the denied claimwithin 60 days following its receipt of the appeal (or within 120 days aftersuch receipt, in a case where there are special circumstances requiringextension of time for reviewing the appealed claim).  It shall deliver thedecision to the Claimant in writing.  If an extension of time for reviewingthe appeal is required because of special circumstances, written notice of theextension shall be furnished to the Claimant prior to the commencement of theextension.  The notice will indicate the special circumstances requiringthe extension of time and the date by which the Committee expects to render thedetermination on review.

(b)                         Thereview will take into account comments, documents, records and otherinformation submitted by the Claimant relating to the claim without regard towhether such information was submitted or considered in the initial benefitdetermination.

(c)                          Thedecision on review shall set forth a specific reason for the decision, andshall cite specific references to the pertinent Plan provisions on which thedecision is based.

(d)                         Thedecision on review will include a statement that the Claimant is entitled toreceive, upon request and free of charge, reasonable access to and copies ofall documents, records, or other information relevant to the Claimant’s claimfor benefits.

(e)                          Thedecision on review will include a statement describing any voluntary appealprocedures offered by the plan and a statement of the Claimant’s right to bringan action under Section 502(a) of ERISA.

(f)                            AClaimant may not bring any legal action relating to a claim for benefits underthe Plan unless and until the Claimant has followed the claims procedures underthe Plan and exhausted his or her administrative remedies under such claimsprocedures.

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**ARTICLE X**

**GENERAL CONDITIONS**

10.1.                        Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under this Plan and nobenefit payable hereunder shall be assigned as security for a loan, and anysuch purported assignment shall be null, void and of no effect, nor shall anysuch interest or any such benefit be subject in any manner, either voluntarilyor involuntarily, to anticipation, sale, transfer, assignment or encumbrance byor through any Participant, spouse or Beneficiary.

10.2.                        No Legal or Equitable Rightsor Interest.  No Participant or other person shall have any legal orequitable rights or interest in this Plan that are not expressly granted inthis Plan.  Participation in this Plan does not give any person any rightto be retained in the service of the Company or any of its subsidiaries or affiliatedcompanies.  The right and power of the Company to dismiss or discharge anEmployee is expressly reserved.

10.3.                        No Employment Contract. Nothing contained herein shall be construed to constitute a contract ofemployment between an Employee and the Company or any of its subsidiaries oraffiliated companies.

10.4.                        Headings.  Theheadings of Sections are included solely for convenience of reference, and ifthere is any conflict between such headings and the text of this Plan, the textshall control.

10.5.                        Invalid or UnenforceableProvisions.  If any provision of this Plan shall be held invalid orunenforceable, such invalidity or unenforceability shall not affect any otherprovisions hereof and the Plan Administrator may elect in its sole discretionto construe such invalid or unenforceable provisions in a manner that conformsto applicable law or as if such provisions, to the extent invalid orunenforceable, had not been included.

10.6.                        Governing Law.  Tothe extent not preempted by ERISA, the laws of the State of New York shallgovern the construction and administration of the Plan.

10.7.                        Successors.  TheCompany will require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Company to expressly assume and agree to perform the Planin the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place.

**SIGNATURESON NEXT PAGE**

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**INWITNESS WHEREOF**, the Company has caused this Plan to beamended and restated effective as of February 26, 2007.

 
|        | ** ** | **NEW PLAN REALTY TRUST, INC** |
|--------|------------|--------------------------------|
|   | ** ** |                           |   |   |   | ** ** |
|   |       |                           |   |   |   |   |
|   |       | By:                            |   | /s/  Steven F.  Siegel |
|   |       |                           |   |   |   |   |
|   |       | Its:                           |   | Executive Vice President and General Counsel |
|   |       |                           |   |   |   |   |
|   |       | ATTEST:                        |   | John B. Roche |
|   |       |                           |   |   |   |   |
|        |            |                                |  |  |  |  |  |  |  |

 

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