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                                                                    EXHIBIT 10.1




                             JDN REALTY CORPORATION

                            1993 INCENTIVE STOCK PLAN




                          EFFECTIVE DECEMBER 17, 1993;
                             AMENDED AND RESTATED
                                  MAY 19, 1999


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               JDN REALTY CORPORATION 1993 INCENTIVE STOCK PLAN

                                   PREAMBLE

         WHEREAS, effective December 17, 1993, JDN Realty Corporation (the
"Company") has established the JDN Realty Corporation 1993 Incentive Stock Plan
(the "Plan") through which the Company may award options to purchase the common
stock of the Company ("Stock") that qualify as "incentive stock options" within
the meaning of section 422 of the Internal Revenue Code, as well as options that
are not so qualified;

         WHEREAS, the Company desires to amend the Plan to, among other things,
increase the maximum aggregate number of shares of Stock that may be issued
pursuant to the exercise of Awards (as hereinafter defined) hereunder; and

         WHEREAS, the Company intends that this Plan as amended and restated and
the awards granted hereunder will (i) qualify as "performance-based
compensation" described in section 162(m)(4)(C) of the Internal Revenue Code,
and (ii) conform to the provisions of Securities and Exchange Commission Rule
16b-3;

         NOW, THEREFORE, the Company hereby amends and restates the JDN Realty
Corporation 1993 Incentive Stock Plan (the "Plan"):

                            ARTICLE I. DEFINITIONS

         1.1 Affiliate. A "parent corporation," as defined in section 424(e) of
the Code, or "subsidiary corporation," as defined in section 424(f) of the Code,
of the Company.

         1.2 Agreement. A written agreement (including any amendment or
supplement thereto) between the Company or Affiliate and a Participant
specifying the terms and conditions of an Award granted to such Participant.

         1.3 Award. A right that is granted under the Plan to a Participant by
the Company, including Options, Restricted Stock, and SARs.

         1.4 Board. The board of directors of the Company.

         1.5 Code. The Internal Revenue Code of 1986, as amended.

         1.6 Committee. A committee composed of at least two individuals (or
such number that satisfies section 162(m)(4)(C) of the Code and Rule 16b-3 of
the Exchange Act) who are members of the Board and are not employees of the
Company or an Affiliate, and who are designated by the Board as the
"compensation committee" or are otherwise designated to administer the Plan. In
the absence of a designation of a Committee by the Board, the Board shall be the
Committee.

         1.7 Company. JDN Realty Corporation and its successors.

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         1.8 Date of Exercise. The date that the Company accepts tender of the
exercise price of an Award, if any, or accepts an election to exercise rights
under an SAR.

         1.9 Exchange Act. The Securities Exchange Act of 1934, as amended.

         1.10 Fair Market Value. On any given date, Fair Market Value shall be
the applicable description below (unless, where appropriate, the Committee
determines in good faith the fair market value of the Stock to be otherwise):

              (a)       If the Stock is traded on the New York Stock Exchange or
                        the American Stock Exchange, the closing price of the
                        Stock on such exchange on which such Stock is traded on
                        the trading day immediately preceding the date as of
                        which Fair Market Value is being determined, or on the
                        next preceding day on which such Stock is traded if no
                        Stock was traded on such trading day.

              (b)       If the Stock is not traded on the New York Stock
                        Exchange or the American Stock Exchange, but is reported
                        on the Nasdaq National Market System or another Nasdaq
                        automated quotation system, and market information is
                        published on a regular basis, then Fair Market Value
                        shall be the closing price of the Stock, as so
                        published, on the trading day immediately preceding the
                        date as of which Fair Market Value is being determined,
                        or the closing price on the next preceding trading day
                        on which such prices were published if no Stock was
                        traded on such trading day.

              (c)       If market information is not so published on a regular
                        basis, then Fair Market Value shall be the average of
                        the high bid and low asked prices of the Stock in the
                        over-the-counter market over a period of trading days
                        that is reasonably representative of the normal trading
                        of the Stock immediately preceding the date on which
                        Fair Market Value is being determined, as reported by a
                        generally accepted reporting service.

              (d)       If the Stock is not publicly traded, Fair Market Value
                        shall be the value determined in good faith by the
                        Committee or the Board. However, such determination
                        shall not take into account any restriction on the
                        stock, except for a restriction which by its terms will
                        never lapse.

         1.11 Incentive Option. An Option that is intended to qualify as an
"incentive stock option" within the meaning of section 422 of the Code. An
Incentive Option, or a portion thereof, shall not be invalid for failure to
qualify under section 422 of the Code, but shall be treated as a Nonqualified
Option.

         1.12 Nonqualified Option. An Option that is not an Incentive Option.

         1.13 Option. The right that is granted hereunder to a Participant to
purchase from the Company a stated number of shares of Stock at the price set
forth in an

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Agreement. As used herein, an Option includes both Incentive Options and
Nonqualified Options.

         1.14 Participant. A Board member, employee, consultant or advisor of
the Company or of an Affiliate who either satisfies the requirements of Article
IV and is selected by the Committee to receive an Award, or receives an Award
pursuant to grant specified in this Plan.

         1.15 Plan. The JDN Realty Corporation 1993 Incentive Stock Plan.

         1.16 Restricted Stock. A grant of Stock that is subject to restrictions
on transfer and/or a risk of forfeiture by and to the Participant, as described
in Section 4.6. Shares of Stock that are subject to any such restrictions or
risks of forfeiture shall cease to be Restricted Stock at the time that such
restrictions and risks of forfeiture lapse in accordance with the terms of the
Agreement or the Plan.

         1.17 SAR. A right to receive compensation hereunder calculated by
reference to the increase in the value of a certain number of shares of Stock
from the date of an award, as described in Section 4.5. An SAR is an unfunded,
unsecured promise of the Company to the Participant. Unless otherwise stated in
an Agreement, or unless the Committee in its discretion honors the exercise of
an SAR by issuing Stock, the holder of an SAR has no beneficial rights of Stock
ownership or to receive shares of stock.

         1.18 Stock. The common stock of the Company.

         1.19 Ten Percent Shareholder. An individual who owns more than 10% of
the total combined voting power of all classes of stock of the Company or an
Affiliate at the time he is granted an Incentive Option. For the purpose of
determining if an individual is a Ten Percent Shareholder, he shall be deemed to
own any voting stock owned (directly or indirectly) by or for his brothers and
sisters (whether by whole or half blood), spouse, ancestors or lineal
descendants and shall be considered to own proportionately any voting stock
owned (directly or indirectly) by or for a corporation, partnership, estate or
trust of which such individual is a shareholder, partner or beneficiary.

                          ARTICLE II. PURPOSE OF PLAN

         The purpose of the Plan is to provide a performance incentive and to
encourage Stock ownership by officers, directors, consultants and advisors of
the Company and its Affiliates, and to align the interests of such individuals
with those of the Company, its Affiliates and its shareholders. It is intended
that Participants may acquire or increase their proprietary interests in the
Company and be encouraged to remain in the employ or directorship of the Company
or of its Affiliates. The proceeds received by the Company from the sale of
Stock pursuant to this Plan may be used for general corporate purposes.

                          ARTICLE III. ADMINISTRATION

         3.1 Administration of Plan. The Plan shall be administered by the
Committee. The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. Any
decision made or

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action taken by the Committee to administer the Plan shall be final and
conclusive. No member of the Committee shall be liable for any act done in good
faith with respect to this Plan or any Agreement or Award. The Company shall
bear all expenses of Plan administration. In addition to all other authority
vested with the Committee under the Plan, the Committee shall have complete
authority to:

              (a)       Interpret all provisions of this Plan;

              (b)       Prescribe the form of any Agreement and notice and
                        manner for executing or giving the same;

              (c)       Make amendments to all Agreements;

              (d)       Adopt, amend, and rescind rules for Plan administration;
                        and

              (e)       Make all determinations it deems advisable for the
                        administration of this Plan.

         3.2 Authority to Grant Awards. The Committee shall have authority to
grant Awards upon such terms the Committee deems appropriate and that are not
inconsistent with the provisions of this Plan. Such terms may include conditions
on the exercise of all or any part of an Award.

         3.3 Persons Subject to Section 16(b). Notwithstanding anything in the
Plan to the contrary, the Committee, in its absolute discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the
Plan to participants who are officers and directors subject to section 16(b) of
the Exchange Act, without so restricting, limiting or conditioning the Plan with
respect to other Participants.

               ARTICLE IV. ELIGIBILITY AND LIMITATIONS ON GRANTS

         4.1 Participation. The Committee may from time to time designate
employees, consultants and advisors to whom Awards are to be granted and who are
eligible to become Participants. Such designation shall specify the number of
shares of Stock, if any, subject to each Award. All Awards granted under this
Plan shall be evidenced by Agreements which shall be subject to applicable
provisions of this Plan or such other provisions as the Committee may adopt that
are not inconsistent with the Plan. Such provisions may include, by way of
example and not limitation, provisions for cash bonuses to be paid in
combination with awards.

         4.2 Grant of Awards. An Award may be granted in combination with or in
lieu of cash bonuses that are otherwise provided to Participants. An Award shall
be deemed to be granted to a Participant at the time that the Committee
designates in a writing that is adopted by the Committee as the grant of an
Award, and that makes reference to the Participant and the number of shares of
Stock that are subject to the Award. Accordingly, an Award may be deemed to be
granted prior to the approval of this Plan by the shareholders of the Company
and prior to the time that an Agreement is executed by the Participant and the
Company.

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         4.3 Limitations on Grants. A person who is not an employee of the
Company or an Affiliate is not eligible to receive an Incentive Option. No
person may receive Awards with respect to more than 1,000,000 shares of Stock
(subject to increases and adjustments as provided in Article VIII) in any
one-year period.

         4.4 Limitation on Incentive Options. To the extent that the aggregate
Fair Market Value of Stock with respect to which Incentive Options are
exercisable for the first time by a Participant during any calendar year (under
all stock incentive plans of the Company and its Affiliates) exceeds $100,000
(or the amount specified in section 422 of the Code), determined as of the date
an Incentive Option is granted, such Options shall be treated as Nonqualified
Options. This provision shall be applied by taking Incentive Options into
account in the order in which they were granted.

         4.5 Stock Appreciation Rights. The Committee may grant an SAR to a
Participant either in tandem with the grant of an Award, or as an award that is
separate from any Award granted under the Plan. Subject to the terms of an
Agreement, a Participant who receives an SAR shall have the right, upon written
request, to surrender any exercisable Award, or portion thereof, in exchange for
cash, whole shares of Stock, or a combination thereof, as determined by the
Committee, with a value equal to the excess of the Fair Market Value, as of the
date of such request, of one share of Stock over the Fair Market Value of the
Stock on the Date of Grant (or such other value specified in the Agreement),
multiplied by the number of shares covered by the SAR or portion thereof to be
surrendered. In the case of any SAR which is granted in connection with an
Incentive Option, such SAR shall be exercisable only when the Fair Market Value
of the Common Stock exceeds the price specified therefor in the SAR or portion
thereof to be surrendered. In the event of the exercise of any SAR granted
hereunder, the number of shares reserved for issuance under the Plan shall be
reduced only to the extent that shares of Stock are actually issued in
connection with the exercise of such SAR.

         4.6 Restricted Stock. An award of Restricted Stock to a Participant is
a grant of Stock that is subject to forfeiture and/or restrictions on transfer
that are identified in an Agreement. The Committee may grant Restricted Stock to
a Participant as a part of a "deposit share," "performance award" or any other
arrangement established by the Committee and specified in an Agreement. A
Participant who receives Restricted Stock shall be treated as a shareholder of
the Company for all purposes, except that the rights of the Participant may be
limited under the terms of the Agreement. Unless otherwise specified in an
Agreement, and until the date that restrictions on transfer and all risks of
forfeiture lapse: (i) to the extent that the Company maintains a dividend
reinvestment plan, or as determined in the discretion of the Committee, any
dividends paid on Restricted Stock shall be reinvested in whole shares of Stock
and shall be subject to the same restrictions and forfeiture provisions as the
shares of Stock with respect to which such dividends were paid; (ii) any cash
amounts paid as dividends on Restricted Stock that are not reinvested in Stock
shall be held by the Company to the credit of the Participant without interest
until the lapse of such restrictions and forfeiture provisions; and (iii) the
Participant agrees by accepting an Award of Restricted Stock to designate the
chief executive officer of the Company as his proxy with respect to such
Restricted Stock (and shares acquired with dividends thereon) on all matters
that are presented by the Company to shareholders for a vote.

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                       ARTICLE V. STOCK SUBJECT TO PLAN

         5.1 Source of Shares. Upon the exercise of an Option or the grant of
Restricted Stock, the Company shall deliver to the Participant authorized but
unissued Stock.

         5.2 Maximum Number of Shares. The maximum aggregate number of shares of
Stock that may be issued pursuant to the exercise of Awards is 3,988,043,
subject to increases and adjustments as provided in Article VIII. The aggregate
number of SARs that may be granted shall be determined by the Committee.

         5.3 Forfeitures. If any Award granted hereunder expires or terminates
for any reason without having been exercised in full, the shares of Stock
subject thereto shall again be available for issuance of an Award under this
Plan.

                        ARTICLE VI. EXERCISE OF AWARDS

         6.1 Exercise Price. The exercise price of an Incentive Option shall not
be less than 100% of the Fair Market Value of a share of Stock on the date the
Incentive Option is granted. In the case of a Ten Percent Shareholder, however,
the exercise price of an Incentive Option shall not be less than 110% of the
Fair Market Value of a share of Stock on the date the Incentive Option is
granted. The exercise price of a Nonqualified Option, Restricted Stock or an SAR
shall be the price determined by the Committee at the time that such Award is
granted. If the exercise price of an Award is changed after the date it is
granted, such change shall be deemed to be a termination of the existing Award
and the issuance of a new Award.

         6.2 Right to Exercise. An Award shall be exercisable on the date of
grant or on any other date established by the Committee or provided for in an
Agreement, provided, however, that Awards granted to officers or directors
subject to section 16 of the Exchange Act shall not be exercisable, and
restrictions on Restricted Stock shall not lapse, until at least six months
after the Award is granted. A Participant must exercise an Incentive Option
while he is an employee of the Company or an Affiliate or within the periods
that may be specified in the Agreement after termination of employment, death,
disability or a "change of control" (as defined in any change of control
agreement to which the Company and any such Participant are parties).

         6.3 Maximum Exercise Period. The maximum period in which an Award may
be exercised shall be determined by the Committee on the date of grant except
that no Incentive Option shall be exercisable after the expiration of 10 years
(five years in the case of Incentive Options granted to a Ten Percent
Shareholder) from the date it was granted. The terms of any Award may provide
that it is exercisable for a shorter period. All Incentive Options shall
terminate on the date the Participant's employment with the Company terminates,
except as otherwise provided in the Agreement with respect to termination of
employment, death, disability or a "change of control" (as defined in any change
of control agreement to which the Company and any such Participant are parties).

         6.4 Transferability. Generally, any Award granted under this Plan shall
not be transferable except by will or by the laws of descent and distribution,
and shall be exercisable during the lifetime of the Participant only by the
Participant. However, a

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Nonqualified Option, an SAR, or Restricted Stock granted under this Plan may be
transferable to the extent provided in the Agreement. Provided, further, that no
right or interest of a Participant in any Award shall be liable for, or subject
to, any lien, obligation or liability of such Participant.

         6.5 Employee Status. The Committee shall determine the extent to which
a leave of absence for military or government service, illness, temporary
disability, or other reasons shall be treated as a termination or interruption
of employment for purposes of determining questions of forfeiture and exercise
of an Award after termination of employment; provided, however, that if the
period treated as employment with respect to an Incentive Option exceeds 90
days, such Option shall be deemed a Nonqualified Option.

                        ARTICLE VII. METHOD OF EXERCISE

         7.1 Exercise. An Award granted hereunder shall be deemed to have been
exercised on the Date of Exercise. Subject to the provisions of Articles VI and
IX, an Award may be exercised in whole or in part at such times and in
compliance with such requirements as the Committee shall determine.

         7.2 Payment. Unless otherwise provided by the Agreement, payment of the
Award price shall be made in cash or, to the extent approved by the Committee,
Stock that was acquired prior to the exercise of the Award, other consideration
acceptable to the Committee, or a combination thereof.

         7.3 Federal Withholding Tax Requirements. Upon exercise of a
Nonqualified Option, Restricted Stock, or an SAR by a Participant who is an
employee of the Company or an Affiliate, the Participant shall, upon
notification of the amount due and prior to or concurrently with the delivery of
the certificates representing the shares, pay to the Company amounts necessary
to satisfy applicable federal, state and local withholding tax requirements or
shall otherwise make arrangements satisfactory to the Company for such
requirements. Such withholding requirements shall not apply to the exercise of
an Incentive Option, or to a disqualifying disposition of Stock that is acquired
with an Incentive Option, unless the Committee gives the Participant notice that
withholding described in this Section is required.

         7.4 Shareholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to Options or SARs prior to the Date
of Exercise of such Award. No Participant shall acquire rights as a stockholder
through the grant or exercise of an SAR, except to the extent which the
Committee, in its sole discretion, issues Stock to the Participant as payment
upon the exercise of the SAR. A Participant's rights as a shareholder with
respect to Restricted Stock shall be determined as provided in Section 4.6.

         7.5 Issuance and Delivery of Shares. Shares of Stock issued pursuant to
the exercise of Awards hereunder shall be delivered to Participants by the
Company (or its transfer agent) as soon as administratively feasible after a
Participant exercises an Award hereunder, or is granted Restricted Stock, and
executes any applicable shareholder agreement or agreement described in Section
9.2 that the Company requires at the time of exercise.

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                ARTICLE VIII. ADJUSTMENT UPON CORPORATE CHANGES

         8.1 Adjustments to Shares. The maximum number of shares of stock with
respect to which Awards hereunder may be granted and which are the subject of
outstanding Awards, and the exercise price thereof, shall be adjusted as the
Committee determines in its sole discretion to be appropriate, in the event
that:

             (a)       the Company or an Affiliate effects one or more stock
                       dividends, stock splits, reverse stock splits,
                       subdivisions, consolidations or other similar events;

             (b)       the Company or an Affiliate engages in a transaction to
                       which section 424 of the Code applies; or

             (c)       there occurs any other event which in the judgment of the
                       Committee necessitates such action;

Provided, however, that if an event described in paragraph (a) or (b) occurs,
the Committee shall make adjustments to the limits on Awards specified in
Sections 4.3 and 5.2 that are proportionate to the modifications of the Stock
that are on account of such corporate changes. Notwithstanding the foregoing,
the Committee may not modify the Plan or the terms of any Awards then
outstanding or to be granted hereunder to provide for the issuance under the
Plan of a different class of stock or kind of securities.

         8.2 Substitution of Awards on Merger or Acquisition. The Committee may
grant Awards in substitution for stock awards, stock options, stock appreciation
rights or similar awards held by an individual who becomes an employee of the
Company or an Affiliate in connection with a transaction to which section 424(a)
of the Code applies. The terms of such substituted Awards shall be determined by
the Committee in its sole discretion, subject only to the limitations of
Article V.

         8.3 Effect of Certain Transactions. Upon a merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation of
the Company, as a result of which the shareholders of the Company receive cash,
stock or other property in exchange for their shares of Stock (but not a public
offering of Stock by the Company), and the Company is not the surviving entity
(even though it may survive as a subsidiary corporation), any Award granted
hereunder shall terminate, provided that the Participant shall have the right
immediately prior to any such merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation to exercise his Awards in whole
or in part, and all restrictions on Restricted Stock shall lapse, whether or not
the vesting requirements set forth in any Agreement have been satisfied, unless
the Committee elects to convert all Awards hereunder into stock incentive awards
of an acquiring corporation. Provided, however, that, notwithstanding the
foregoing, a portion of the acceleration of exercisability of Awards shall not
occur with respect to any holder to the extent that such portion of acceleration
would cause the Participant or holder of such Award to be liable for the payment
of taxes pursuant to section 4999 of the Code. If the Committee so elects to
convert the Awards, the amount and price of such converted options shall be
determined by adjusting the amount and price of the Awards granted hereunder in
the same proportion as used for determining the number of shares of stock of the
acquiring corporation the holders

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of the Stock receive in such merger, consolidation, acquisition of property or
stock, separation or reorganization, and the vesting schedule set forth in the
Agreement shall continue to apply to the converted options.

         8.4 No Adjustment Upon Certain Transactions. The issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services rendered,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, outstanding Awards.

         8.5 Fractional Shares. Only whole shares of Stock may be acquired
through the exercise of an Award. Any amounts tendered in the exercise of an
Award remaining after the maximum number of whole shares have been purchased
will be returned to the Participant.

            ARTICLE IX. COMPLIANCE WITH LAW AND REGULATORY APPROVAL

         9.1 General. No Award shall be exercisable, no Stock shall be issued,
no certificates for shares of Stock shall be delivered, and no payment shall be
made under this Plan except in compliance with all federal or state laws and
regulations (including, without limitation, withholding tax requirements),
federal and state securities laws and regulations and the rules of all
securities exchanges or self-regulatory organizations on which the Company's
shares may be listed. The Company shall have the right to rely on an opinion of
its counsel as to such compliance. Any certificate issued to evidence shares of
Stock for which an Award is exercised may bear such legends and statements as
the Committee upon advice of counsel may deem advisable to assure compliance
with federal or state laws and regulations. No Award shall be exercisable, no
Stock shall be issued, no certificate for shares shall be delivered and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from any regulatory
bodies having jurisdiction over such matters.

         9.2 Representations by Participants. As a condition to the exercise of
an Award, the Company may require a Participant to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 9.1. At the option
of the Company, a stop transfer order against any shares of stock may be placed
on the official stock books and records of the Company, and a legend indicating
that the stock may not be pledged, sold or otherwise transferred unless an
opinion of counsel was provided (concurred in by counsel for the Company) and
stating that such transfer is not in violation of any applicable law or
regulation may be stamped on the stock certificate in order to assure exemption
from registration. The Committee may also require such other action or agreement
by the Participants as may from time to time be necessary to comply with federal
or state securities laws. This provision shall not obligate the Company or any
Affiliate to undertake registration of options or stock hereunder.

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                         ARTICLE X. GENERAL PROVISIONS

         10.1 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment of any employee at any time
with or without assigning a reason therefor.

         10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon contractual obligations that may be created hereunder. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.

         10.3 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
masculine gender when used herein refers to both masculine and feminine. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.

         10.4 Governing Law. The internal laws of the State of Maryland shall
apply to all matters arising under this Plan, except to the extent that Maryland
law is preempted by federal law.

         10.5 Compliance With Section 16 of the Exchange Act. With respect to
persons subject to liability under section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 (or successor provisions) under the Exchange Act. To the extent any
provision of this Plan or action by Committee fails to so comply, it shall be
deemed null and void to the extent permitted by law and deemed advisable by the
Committee.

         10.6 Amendment; Termination. The Board may amend or terminate this Plan
at any time; provided, however, an amendment that would have a material adverse
effect on the rights of a Participant under an outstanding Award is not valid
with respect to such Award without the Participant's consent, except as
necessary for Incentive Options to maintain qualification under the Code; and
provided, further, that the shareholders of the Company must approve, in general
meeting:

             (a)       12 months before or after the date of adoption, any
                       amendment that increases the aggregate number of shares
                       of Stock that may be issued under Incentive Options or
                       changes the employees (or class of employees) eligible to
                       receive Incentive Options;

             (b)       before the effective date thereof, any amendment that
                       changes the number of shares in the aggregate which may
                       be issued pursuant to Awards granted under the Plan or
                       the maximum number of shares with respect to which any
                       individual may receive options in any calendar year,
                       except pursuant to Article VIII; and

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             (c)       before the effective date thereof, any amendment that
                       increases the period during which Awards may be granted
                       or exercised.

Generally, shareholder approval shall not be required for minor amendments to
the Plan pursuant to Section 3.1 hereof intended to benefit the administration
of the Plan, for amendments necessitated by changes in legislation or
administrative rules governing the Plan, or for amendments that the Board deems
necessary to obtain or maintain favorable tax, securities exchange or regulatory
treatment of the Plan for future Participants.

         10.7 Duration of Incentive Options. This Plan shall continue until it
is terminated by the Board pursuant to Section 10.6. However, no Incentive
Option may be granted under this Plan with respect to the additional shares of
Stock that are reserved for grant effective May 19, 1999, pursuant to Section
5.2, after May 19, 2009, which is 10 years after the date that this amendment
and restatement of the Plan is adopted by the Board. Incentive Options granted
before May 19, 1999 shall remain valid in accordance with their terms.

         10.8 Effective Date of Plan. This Plan was originally effective
December 17, 1993, and was approved by the shareholders of the Company
thereafter. This amendment and restatement of the Plan shall be effective on the
date of its adoption by the Board. Awards may be granted hereunder at any time
after the adoption of this or any other amendment to the Plan which increases
the number of shares of Stock available for Awards; provided, however, that the
effectiveness of an amendment to this Plan will be retroactively revoked if it
is not approved by the shareholders of the Company in a manner that satisfies
Treasury Regulation Section 1.422-5 within 12 months of the date of adoption by
the Board. All Awards granted under the Plan after the effective date of an
amendment that increases the number of shares of Stock available for grant under
the Plan will become void immediately following the 12-month anniversary of the
date of its adoption by the Board if approval by shareholders has not yet been
obtained, except to the extent that shares of Stock were available for such
Awards prior to the Board's adoption of such amendment.

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