EXHIBIT 10.1

                               ELDERTRUST

                    2003 SHARE OPTION AND INCENTIVE PLAN


SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS

     The name of the plan is the ElderTrust 2003 Share Option and
Incentive Plan  (the Plan). The purpose of the Plan is to encourage
and enable the officers, employees, Non-Employee Trustees, consultants
and advisors of ElderTrust (the Company), and the employees, consultants
and advisors of ElderTrust Operating Limited Partnership (the Operating
Partnership) and the Companys other Subsidiaries, upon whose judgment,
initiative and efforts the Company largely depends for the successful
conduct of its business to acquire a proprietary interest in the Company.
It is anticipated that providing such persons with a direct stake in the
Companys welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the
Companys behalf and strengthening their desire to remain with the Company.

     The following terms shall be defined as set forth below:

     Act means the Securities Exchange Act of 1934, as amended from time
to time.

     Administrator means either the Board or the Committee, to the extent
the Committee has been delegated authority pursuant to Section 2.

     Award or Awards, except where referring to a particular category of
grant under the Plan, shall include Incentive Share Options, Non-Qualified
Share Options, Restricted Share Awards, Deferred Share Awards, Unrestricted
Share Awards, Performance Share Awards and Distribution Equivalent Rights.

     Board means the Board of Trustees of the Company as constituted from
time to time.

     Change of Control is defined in Section 15.

     Code means the Internal Revenue Code of 1986, as amended from time
to time, and any successor Code, and related rules, regulations and
interpretations.

     Committee means the Committee of the Board referred to in Section
2 (b).

	Company means ElderTrust, a Maryland real estate investment trust,
and any successor thereto.

	Deferred Share Award means Awards granted pursuant to Section 7.

	Distribution Equivalent Right means Awards granted pursuant to
Section 10.

	Effective Date means the date on which the Plan is initially
approved by Shareholders as set forth in Section 17.

	Fair Market Value on any given date means the last reported sale
price at which Shares are traded on such date or, if no Shares are traded
on such date, the next preceding date on which Shares were traded, as
reflected on the principal stock exchange or, if applicable, any other
national stock exchange on which the Shares are traded or admitted to
trading.

	Incentive Share Option means any Share Option that qualifies as
and is designated in writing in the related Option agreement as
constituting an incentive stock option as defined in Section 422 of
the Code.

	Non-Employee Trustee means a member of the Board who is not also
an employee of the Company or any Subsidiary.

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

	Operating Partnership means ElderTrust Operating Limited Partnership,
a Delaware limited partnership, and any successor thereto.

	Option or Share Option means any option to purchase Shares granted
pursuant to Section 5.

	Performance Share Award means Awards granted pursuant to Section 9.

	Restricted Share Award means Awards granted pursuant to Section 6.

	Shares means the common shares of beneficial interest, par value
$.01 per share, of the Company, subject to adjustments pursuant to
Section 3.

	Subsidiary means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities
beginning with the Company if each of the corporations or entities
(other than the last corporation or entity in the unbroken chain) owns
shares or other interests possessing 50 percent or more of the economic
interest or the total combined voting power of all classes of shares or
other interests in one of the other corporations or entities in the
chain.

Unrestriced Share Award means any Award granted pursuant to Section 8.

SECTION 2. 	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT
            PARTICIPANTS AND DETERMINE AWARDS

     (a) The Plan shall be administered by the Board, which shall have
the full power and authority to take all actions and to make all
determinations required or provided for under the Plan or any Award
granted or agreement entered into hereunder and all such other actions
and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Board to be necessary or
appropriate to the administration of the Plan or any Award granted or
agreement entered into hereunder.

     (b) The Board from time to time may appoint a Committee consisting
of two or more members of the Board. The Board may delegate to the
Committee such powers and authorities related to the administration of
the Plan, as set forth in Section 2(a) above, as the Board shall
determine, consistent with the By-Laws of the Company and applicable law.
In the event that the Plan or any Award granted or agreement entered into
hereunder provides for any action to be taken by or determination to be
made by the Board, such action may be taken by or such determination may
be made by the Committee if the power and authority to do so has been
delegated to the Committee by the Board as provided for in this Section
2.

     (c) Powers of Administrator. The Administrator shall have the power
and authority to grant Awards consistent with the terms of the Plan,
including the power and authority:

     (i) to select the individuals to whom Awards may from time to time
be granted;

     (ii) to determine the time or times of grant, and the extent, if
any, of Incentive Share Options, Non-Qualified Share Options, Restricted
Share Awards, Deferred Share Awards, Unrestricted Share Awards,
Performance Share Awards and Distribution Equivalent Rights, or any
combination of the foregoing, granted to any one or more participants;

     (iii) to determine the number of Shares to be covered by any Award;

     (iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of
the Plan, of any Award, which terms and conditions may differ among
individual Awards and participants, and to approve the form of written
instruments evidencing the Awards;

     (v) to accelerate at any time the exercisability or vesting of all
or any portion of any Award;

     (vi) subject to the provisions of Section 5(a)(ii), to extend at any
time the post-termination period in which Share Options may be exercised;

     (vii) to determine at any time whether, to what extent, and under
what circumstances Shares and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of the
participant and whether and to what extent the Company shall pay or credit
amounts constituting deemed interest (at rates determined by the
Administrator) or distributions or deemed distributions on such deferrals;
and

     (viii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection
with the Plan; and to otherwise supervise the administration of the Plan.

     All decisions and interpretations of the Administrator shall be made
in the Administrators sole and absolute discretion and shall be final and
binding on all persons, including the Company and Plan participants.

SECTION 3.	SHARES ISSUABLE UNDER THE PLAN; RECAPITALIZATIONS; MERGERS;
            SUBSTITUTE AWARDS

     (a) Shares Issuable. The maximum number of Shares reserved and
available for issuance under the Plan shall be 250,000 Shares. For
purposes of this limitation, if any portion of an Award is forfeited,
canceled, reacquired by the Company, satisfied without the issuance of
Shares or otherwise terminated, the Shares underlying such portion of the
Award shall be added back to the Shares available for issuance under the
Plan. Subject to such overall limitation, Shares may be issued for up to
150,000 Shares pursuant to Awards other than Awards of Share Options;
provided, however, that, Shares Options with respect to no more than
100,000 Shares may be granted to any one individual participant during
any one calendar year period. The Shares available for issuance under the
Plan may be authorized but unissued Shares or Shares reacquired by the
Company.

     (b) Recapitalizations. If, through, or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, share
dividend, share split, reverse share split or other similar transaction,
the outstanding Shares are increased or decreased or are exchanged for a
different number or kind of shares or other securities of the Company, or
additional shares or new or different shares or other securities of the
Company or other non-cash assets are distributed with respect to such
Shares or other securities, the Administrator may make an appropriate or
proportionate adjustment in (i) the maximum number of Shares reserved for
issuance under the Plan, (ii) the number of Share Options that can be
granted to any one individual participant, (iii) the number and kind of
shares or other securities subject to any then outstanding Awards under
the Plan, and (iv) the price for each share subject to any then outstanding
Share Options under the Plan, without changing the aggregate exercise price
(i.e., the exercise price multiplied by the number of Share Options) as to
which such Share Options remain exercisable. The adjustment by the
Administrator shall be final, binding and conclusive. No fractional Shares
shall be issued under the Plan resulting from any such adjustment, but the
Administrator in its discretion may make a cash payment in lieu of
fractional shares.

     (c) Mergers. In contemplation of and subject to the consummation of
a consolidation or merger or sale of all or substantially all of the
assets of the Company in which outstanding shares are exchanged for
securities, cash or other property of an unrelated corporation or
business entity or in the event of a liquidation of the Company (in
each case, a Transaction), the Board, or the board of directors of any
entity assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding Awards:
(i) provide that such Awards shall be assumed or equivalent awards shall
be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), and/or (ii) upon written notice to the participants,
provide that all Awards will terminate immediately prior to the consummation
of the Transaction. In the event that, pursuant to clause (ii) above, Awards
will terminate immediately prior to the consummation of the Transaction,
all vested Awards, other than Share Options, shall be fully settled in
cash or in kind at such appropriate consideration as determined by the
Administrator in its sole discretion after taking into account the
consideration payable per Share pursuant to the business combination
(the Merger Price) and all Share Options shall be fully settled, in
cash or in kind, in an amount equal to the difference between (A) the
Merger Price times the number of Shares subject to such outstanding
Share Options (to the extent then exercisable at prices not in excess
of the Merger Price) and (B) the aggregate exercise price of all such
outstanding Share Options; provided, however, that each participant
shall be permitted, within a specified period determined by the
Administratorprior to the consummation of the Transaction, to exercise
all outstanding Share Options, including those that are not then
exercisable, subject to the consummation of the Transaction.

     (d) Substitute Awards. The Administrator may grant Awards under the
Plan in substitution for Shares and Share based awards held by employees
of another corporation who become employees of the Company or a Subsidiary
as the result of a merger or consolidation of the employing corporation
with the Company or a Subsidiary or the acquisition by the Company or a
Subsidiary of property or Shares of the employing corporation. The
Administrator may direct that the substitute awards be granted on such
terms and conditions as the Administrator considers appropriate in the
circumstances.

SECTION 4.	ELIGIBILITY

     Participants in the Plan will be such full or part-time officers
and other employees, Non-Employee Trustees, consultants and advisors of
the Company, the Operating Partnership and the Companys other Subsidiaries
who are responsible for or contribute to the management, growth or
profitability of the Company, the Operating Partnership and the Companys
other Subsidiaries as are selected from time to time by the Administrator
in its sole discretion.

SECTION 5.	SHARE OPTIONS

     Any Share Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

     Share Options granted under the Plan may be either Incentive Share
Options or Non-Qualified Share Options. Incentive Share Options may be
granted only to employees of the Company or any Subsidiary that is a
subsidiary corporation within the meaning of Section 424(f) of the Code.
To the extent that any Option does not qualify as an Incentive Share Option,
it shall be deemed a Non-Qualified Share Option.

     No Incentive Share Option shall be granted under the Plan after March
27, 2013.

     (a) Share Options Granted to Employees, Consultants, Advisors and
Non-Employee Trustees. The Administrator in its discretion may grant
Share Options to eligible employees, consultants and advisors of the
Company or any Subsidiary and to Non-Employee Trustees. Share Options
granted pursuant to this Section 5(a) shall be subject to the following
terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable. If the Administrator so determines,
Share Options may be granted in lieu of cash compensation at the
participants election, subject to such terms and conditions as the
Administrator may establish, as well as in addition to other compensation.

     (i) Exercise Price. The exercise price per share for the Shares
covered by a Share Option granted pursuant to this Section 5(a) shall
be determined by the Administrator at the time of grant but shall not
be less than 100 percent of the Fair Market Value on the date of grant.
If an employee owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10 percent of the
combined voting power of all classes of Shares of the Company or any
parent or subsidiary corporation and an Incentive Share Option is
granted to such employee, the exercise price of such Incentive Share
Option shall be not less than 110 percent of the Fair Market Value on
the grant date.

     (ii) Option Term. The term of each Share Option shall be fixed by
the Administrator, but no Incentive Share Option shall be exercisable
more than ten years after the date the Share Option is granted. If an
employee owns or is deemed to own (by reason of the attribution rules
of Section 424(d) of the Code) more than 10 percent of the combined
voting power of all classes of Shares of the Company or any parent or
subsidiary corporation and an Incentive Share Option is granted to such
employee, the term of such Share Option shall be no more than five years
from the date of grant.

     (iii) Exercisability; Rights of a Shareholder. Share Options shall
become exercisable at such time or times, whether or not in installments,
as shall be determined by the Administrator at or after the grant date;
provided, however, that Share Options granted in lieu of compensation
shall be exercisable in full as of the grant date unless the Administrator
otherwise provides in the Option Award agreement. The Administrator may
at any time accelerate the exercisability of all or any portion of any
Share Option. A participant shall have the rights of a Shareholder only
as to Shares acquired upon the exercise of a Share Option and not as to
unexercised Share Options.

     (iv) Method of Exercise. Share Options may be exercised in whole or
in part, by giving written notice of exercise to the Company, specifying
the number of shares to be purchased. Payment of the purchase price may
be made by one or more of the following methods to the extent provided
in the Option Award agreement:

     (A) In cash, by certified or bank check or other instrument
acceptable to the Administrator;

     (B) In the form of Shares that are not then subject to restrictions
under any Company plan and that have been beneficially owned by the
participant for at least six months, if permitted by the Administrator in
its discretion. Such surrendered Shares shall be valued at Fair Market
Value on the exercise date;

     (C) By the participant delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to
the Company to pay the purchase price; provided that in the event the
participant chooses to pay the purchase price as so provided, the
participant and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the Administrator
shall prescribe as a condition of such payment procedure; provided further,
however, that an executive officer or trustee of the Company may not use
the cashless exercise method to pay the exercise price of his Share Option
unless he has obtained the express prior consent of the Company; or

     (D) By the participant delivering to the Company a promissory note if
the Administrator has expressly authorized the loan of funds to the
participant for the purpose of enabling or assisting the participant to
effect the exercise of his Share Option; provided that at least so much of
the exercise price as represents the par value of the Shares shall be paid
other than with a promissory note; provided that an executive officer or
trustee of the Company may not use this exercise method to pay the exercise
price of his Share Option.

     Payment instruments will be received subject to collection. The
delivery of certificates representing the Shares to be purchased pursuant
to the exercise of a Share Option will be contingent upon receipt from
the participant (or a purchaser acting in his stead in accordance with
the provisions of the Share Option) by the Company of the full purchase
price for such shares and the fulfillment of any other requirements
contained in the Share Option or applicable provisions of laws.

     (v) Annual Limit on Incentive Share Options. To the extent required
for incentive stock option treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the
Shares with respect to which Incentive Share Options granted under this
Plan and any other plan of the Company or its parent and subsidiary
corporations become exercisable for the first time by a participant
during any calendar year shall not exceed $100,000. To the extent that
any Share Option exceeds this limit, it shall constitute a Non-Qualified
Share Option.

     (b) Non-transferability of Share Options.  No Share Option shall be
transferable by the participant otherwise than by will or by the laws
of descent and distribution and all Share Options shall be exercisable,
during the participants lifetime, only by the participant. Notwithstanding
the foregoing, the Administrator, in its sole discretion, may provide in
the Award agreement regarding a given Share Option that the participant
may transfer, without consideration for the transfer, his Non-Qualified
Share Options to members of his family, to trusts for the benefit of such
family members, or to partnerships in which such family members are the
only partners, provided that the transferee agrees in writing with the
Company to be bound by all of the terms and conditions of this Plan and
the applicable Option Award agreement.

     (c) Termination.  Except as may otherwise be provided by the
Administrator either in the Award agreement, or, subject to Section
13 below, in writing after the Award agreement is issued, a participants
rights in all Share Options shall automatically terminate upon the
participants termination of employment (or cessation of business
relationship) with the Company and its Subsidiaries for any reason.

SECTION 6. 	RESTRICTED SHARE AWARDS

     (a) Nature of Restricted Share Awards. A Restricted Share Award is
an Award entitling the recipient to acquire, at par value or such other
higher purchase price determined by the Administrator, Shares subject to
such restrictions and conditions as the Administrator may determine at
the time of grant (Restricted Shares). Conditions may be based on
continuing employment (or other business relationship) and/or achievement
of pre-established performance goals and objectives. Such performance
goals and objectives shall be established in writing by the Administrator
prior to the ninetieth day of the year in which the grant is made and
while the outcome is substantially uncertain. Performance goals and
objectives shall be based on Share price, market share, sales, earnings
per Share, return on equity, costs, or any combination of these factors.
Performance goals and objectives may include positive results, maintaining
the status quo or limiting economic losses. The grant of a Restricted Share
Award is contingent on the participant executing the Restricted Share Award
agreement. The terms and conditions of each such agreement shall be
determined by the Administrator, and such terms and conditions may differ
among individual Awards and participants.

     (b) Rights as a Shareholder.  Upon execution of the Restricted Share
Award agreement and paying any applicable purchase price, a participant
shall have the rights of a Shareholder with respect to the voting of the
Restricted Share, subject to such terms and conditions as may be contained
in the Restricted Share Award agreement. Unless the Administrator shall
otherwise determine, certificates evidencing the Restricted Shares shall
remain in the possession of the Company until such Restricted Shares are
vested as provided in Section 6(d) below, and the participant shall be
required, as a condition of the grant, to deliver to the Company a Share
power endorsed in blank.

     (c) Restrictions.  Restricted Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Share Award agreement.
If a participants employment (or other business relationship) with the
Company and its Subsidiaries terminates for any reason, the Company shall
have the right to repurchase Restricted Shares that have not vested at the
time of termination at their original purchase price, from the participant
or the participants legal representative.

     (d) Vesting of Restricted Shares.  The Administrator at the time of
grant shall specify the date or dates and/or the attainment of pre-
established performance goals, objectives and other conditions on which
the non-transferability of the Restricted Shares and the Companys right
of repurchase or forfeiture shall lapse. Subsequent to such date or dates
and/or the attainment of such pre-established performance goals, objectives
and other conditions, the shares on which all restrictions have lapsed
shall no longer be Restricted Shares and shall be deemed vested. Except as
may otherwise be provided by the Administrator either in the Award agreement
or, subject to Section 13 below, in writing after the Award agreement is
issued, a participants rights in any shares of Restricted Shares that have
not vested shall automatically terminate upon the participants termination
of employment (or other business relationship) with the Company and its
Subsidiaries and such shares shall be subject to the Companys right of
repurchase as provided in Section 6(c) above.

     (e) Waiver, Deferral and Reinvestment of Distributions.  The
Restricted Share Award agreement may require or permit the immediate
payment, waiver, deferral or reinvestment (in the form of additional
Restricted Shares) of distributions paid on the Restricted Shares.

SECTION 7. 	DEFERRED SHARE AWARDS

     (a) Nature of Deferred Share Awards.  A Deferred Share Award is an
Award of phantom Share units to a participant, subject to restrictions
and conditions as the Administrator may determine at the time of grant.
Conditions may be based on continuing employment (or other business
relationship) and/or achievement of pre-established performance goals
and objectives. The grant of a Deferred Share Award is contingent on the
participant executing the Deferred Share Award agreement. The terms and
conditions of each such agreement shall be determined by the Administrator,
and such terms and conditions may differ among individual Awards and
participants. At the end of the deferral period, the Deferred Share Award,
to the extent vested, shall be paid to the participant in the form of
Shares.

     (b) Election to Receive Deferred Share Awards in Lieu of Compensation.
The Administrator may, in its sole discretion, permit a participant to
elect to receive a portion of the cash compensation or Restricted Share
Award otherwise due to such participant in the form of a Deferred Share
Award. Any such election shall be made in writing and shall be delivered
to the Company no later than the date specified by the Administrator and
in accordance with rules and procedures established by the Administrator.
The Administrator shall have the sole right to determine whether and under
what circumstances to permit such elections and to impose such limitations
and other terms and conditions thereon as the Administrator deems
appropriate.

     (c) Rights as a Shareholder.  During the deferral period, a
participant shall have no rights as a Shareholder; provided, however,
that the participant may be credited with Distribution Equivalent Rights
with respect to the phantom Share units underlying his Deferred Share
Award, subject to such terms and conditions as the Administrator may
determine.

     (d) Restrictions.  A Deferred Share Award may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of during the
deferral period.

     (e) Termination.  Except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 13
below, in writing after the Award agreement is issued, a participants
right in all Deferred Share Awards that have not vested shall
automatically terminate upon the participants termination of employment
(or cessation of business relationship) with the Company and its
Subsidiaries for any reason.

SECTION 8. 	UNRESTRICTED SHARE AWARDS

     Grant or Sale of Unrestricted Shares. The Administrator may, in its
sole discretion, grant (or sell at par value or such other higher purchase
price determined by the Administrator) an Unrestricted Share Award to any
participant pursuant to which such participant may receive Shares free of
any restrictions (Unrestricted Shares) under the Plan. Unrestricted Share
Awards may be granted or sold as described in the preceding sentence in
respect of past services or other valid consideration, or in lieu of any
cash compensation due to such participant.

SECTION 9.	PERFORMANCE SHARE AWARDS

     (a) Nature of Performance Share Awards.  A Performance Share Award
is an Award entitling the recipient to acquire Shares upon the attainment
of specified performance goals. The Administrator may make Performance
Share Awards independent of or in connection with the granting of any
other Award under the Plan. The Administrator in its sole discretion
shall determine whether and to whom Performance Share Awards shall be
made, the performance goals applicable under each such Award, the periods
during which performance is to be measured, and all other limitations
and conditions applicable to the awarded Performance Shares; provided,
however, that the Administrator may rely on the performance goals and
other standards applicable to other performance unit plans of the Company
in setting the standards for Performance Share Awards under the Plan.

     (b) Rights as a Shareholder.  A participant receiving a Performance
Share Award shall have the rights of a Shareholder only as to shares
actually received by the participant under the Plan and not with respect
to shares subject to the Award but not actually received by the
participant. A participant shall be entitled to receive a Share
certificate evidencing the acquisition of Shares under a Performance
Share Award only upon satisfaction of all conditions specified in the
written instrument evidencing the Performance Share Award (or in a
performance plan adopted by the Administrator).

     (c) Termination.  Except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 13
below, in writing after the Award agreement is issued, a participants
rights in all Performance Share Awards shall automatically terminate
upon the participants termination of employment (or cessation of business
relationship) with the Company and its Subsidiaries for any reason.

     (d) Acceleration, Waiver, Etc.  At any time prior to the participants
dermination of employment (or other business relationship) by the Company
and its Subsidiaries, the Administrator may in its sole discretion
accelerate, waive or, subject to Section 13, amend any or all of the
goals, restrictions or conditions imposed under any Performance Share
Award.

SECTION 10.  DISTRIBUTION EQUIVALENT RIGHTS

     (a) Distribution Equivalent Rights.  A Distribution Equivalent Right
is an Award entitling the recipient to receive credits based on cash
distributions that would have been paid on the Shares specified in the
Distribution Equivalent Right (or other award to which it relates) if
such shares had been issued to and held by the recipient. A Distribution
Equivalent Right may be granted hereunder to any participant as a
component of another Award or as a freestanding award. The terms and
conditions of Distribution Equivalent Rights shall be specified in the
grant. Distribution equivalents credited to the holder of a Distribution
Equivalent Right may be paid currently or may be deemed to be reinvested
in additional Shares, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of
reinvestment. Distribution Equivalent Rights may be settled in cash or
Shares or a combination thereof, in a single installment or installments,
all determined in the sole discretion of the Administrator. A Distribution
Equivalent Right granted as a component of another Award may provide that
such Distribution Equivalent Right shall be settled upon exercise,
settlement, or payment of, or lapse of restrictions on, such other award,
and that such Distribution Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other award. A Distribution
Equivalent Right granted as a component of another Award may also contain
terms and conditions different from such other award.

     (b) Interest Equivalents.  Any Award under this Plan that is settled
in whole or in part in cash on a deferred basis may provide in the grant
for interest equivalents to be credited with respect to such cash payment.
Interest equivalents may be compounded and shall be paid upon such terms
and conditions as may be specified by the grant.

     (c) Termination.  Except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 13
below, in writing after the Award agreement is issued, a participants
rights in all Distribution Equivalent Rights or interest equivalents shall
automatically terminate upon the participants termination of  employment
(or cessation of business relationship) with the Company and its
Subsidiaries for any reason.

SECTION 11.  TAX WITHHOLDING

     (a) Payment by Participant.  Each participant shall, no later than
the date as of which the value of an Award or of any Shares or other
amounts received thereunder first becomes includable in the gross income
of the participant for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Administrator regarding payment
of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such income. The Company and its Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the participant. The
Companys obligation to deliver Share certificates to any participant is
subject to and conditioned on tax obligations being satisfied by the
participant.

     (b) Payment in Shares.  Subject to approval by the Administrator,
a participant may elect to have such tax withholding obligation satisfied,
in whole or in part, by (i) authorizing the Company to withhold from
Shares to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due, or (ii) transferring to
the Company Shares owned by the participant with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
withholding amount due.

SECTION 12.  TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed
a termination of employment:

     (a) a transfer to the employment of the Company from a Subsidiary
or from the Company to a Subsidiary, or from one Subsidiary to another;
or

     (b) an approved leave of absence for military service or sickness,
or for any other purpose approved by the Company, if the employees right
to reemployment is guaranteed either by a statute or by contract or under
the written policy pursuant to which the leave of absence was granted or
if the Administrator otherwise so provides in writing.

SECTION 13.  AMENDMENTS AND TERMINATION

     The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for
the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding
Award without the holders written consent. Nothing in this Section 13
shall limit the Boards authority to take any action permitted pursuant
to Section 3(c).

SECTION 14.  STATUS OF PLAN

     Unless the Administrator shall otherwise expressly determine in
writing, with respect to the portion of any Award which has not been
exercised and any payments in cash, Shares or other consideration not
received by a participant, a participant shall have no rights greater
than those of a general creditor of the Company. In its sole discretion,
the Administrator may authorize the creation of trusts or other
arrangements to meet the Companys obligations to deliver Shares or make
payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing
sentence.

SECTION 15.  CHANGE OF CONTROL PROVISIONS

     (a) Upon the occurrence of a Change of Control as defined in this
Section 15 or as otherwise defined in the Award agreement, each Award
shall be subject to such terms, if any, with respect to a Change of
Control as have been provided by the Administrator either in the Award
agreement or, subject to Section 13 above, in writing after the Award
agreement is issued.

     (b) Change of Control shall mean the occurrence of any one of the
following events:

     (i) any person (as such term is used in Sections 13(d) and 14(d)
of the Act), becomes the beneficial owner (as defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power
of the Companys then outstanding securities; (ii) during any two (2)
year period, individuals who at the beginning of such period constitute
the Board of Trustees, including for this purpose any new trustee whose
election resulted from a vacancy on the Board of Trustees caused by the
mandatory retirement, death, or disability of a trustee and was approved
by a vote of at least two-thirds (2/3rds) of the trustees then still in
office who were trustees at the beginning of the period, cease for any
reason to constitute a majority thereof; (iii) notwithstanding clauses
(i) or (v) of this Section 15(b), the Company consummates a merger or
consolidation of the Company with or into another corporation or trust,
the result of which is that the shareholders of the Company at the time
of the execution of the agreement to merge or consolidate own less than
eighty percent (80%) of the total equity of the entity surviving or
resulting from the merger or consolidation or of a entity owning,
directly or indirectly, one hundred percent (100%) of the total equity
of such surviving or resulting entity; (iv) the sale in one or a series
of transactions of all or substantially all of the assets of the Company;
(v) any person, has commenced a tender or exchange offer, or entered
into an agreement or received an option to acquire beneficial ownership
of fifty percent (50%) or more of the total number of voting shares of
the Company unless the Board of Trustees has made a determination that
such action does not constitute and will not constitute a change in the
persons in control of the Company; or (vi) there is a change of control
in the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Act other than in circumstances specifically covered by
clauses (i) - (v) above.

SECTION 16.  GENERAL PROVISIONS

     (a) No Distribution; Compliance with Legal Requirements. The
Administrator may require each person acquiring Shares pursuant to an
Award to represent to and agree with the Company in writing that such
person is acquiring the shares without a view to distribution thereof.

     No Shares shall be issued pursuant to an Award until all applicable
securities law and other legal and stock exchange or similar requirements
have been satisfied. The Administrator may require the placing of such
stop-orders and restrictive legends on certificates for Shares and Awards
as it deems appropriate.

     (b) Delivery of Share Certificates. Share certificates to be
delivered to participants under this Plan shall be deemed delivered for
all purposes (i) when the Company or a Share transfer agent of the Company
shall have mailed such certificates in  the United States mail, addressed
to the participant, at the participants last known address on file with
the Company, or (ii) when the Company records the issuance of Shares in
the participants name using the book entry method.

     (c) Other Compensation Arrangements; No Employment Rights.  Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, and such
arrangements may be either generally applicable or applicable only in
specific cases. The adoption of this Plan and the grant of Awards shall
not confer upon any employee any right to continued employment with the
Company or any Subsidiary and shall not interfere in any way with the right
of the Company or any Subsidiary to terminate the employment of any of its
employees at any time.

     (d) Trading Policy Restrictions. Option exercises and other Awards
under the Plan shall be subject to such Company insider-trading-policy-
related restrictions, terms  and conditions as may be established by the
Administrator, or in accordance with policies set by the Administrator,
from time to time.

SECTION 17.  EFFECTIVE DATE OF PLAN

     This Plan shall become effective upon approval by the holders of a
majority of the votes cast at a meeting of Shareholders at which a quorum
is present. Subject to such approval by the Shareholders and to the
requirement that no Share may be issued hereunder prior to such approval,
Share Options and other Awards may be granted hereunder on and after
adoption of this Plan by the Board.

SECTION 18.  GOVERNING LAW

     This Plan and all Awards and actions taken thereunder shall be
governed by, and construed in accordance with, the laws of the State of
Maryland, applied without regard to conflict of law principles.

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