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                                                                    Exhibit 10.3



                               PRIME GROUP REALTY TRUST
                                SHARE INCENTIVE PLAN



<PAGE>

                               PRIME GROUP REALTY TRUST
                                 SHARE INCENTIVE PLAN
                                  TABLE OF CONTENTS
<TABLE>
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                                                                       Page
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Article 1.     Establishment, Objectives and Duration. . . . . . . . . . .1

Article 2.     Definitions . . . . . . . . . . . . . . . . . . . . . . . .2

Article 3.     Administration. . . . . . . . . . . . . . . . . . . . . . .7

Article 4.     Shares Subject to the Plan and Maximum Awards . . . . . . .7

Article 5.     Eligibility and Participation . . . . . . . . . . . . . . .9

Article 6.     Stock Options . . . . . . . . . . . . . . . . . . . . . . .9

Article 7.     Stock Appreciation Rights . . . . . . . . . . . . . . . . 11

Article 8.     Restricted Stock and Restricted Units . . . . . . . . . . 13

Article 9.     Performance Units . . . . . . . . . . . . . . . . . . . . 14

Article 10.    Performance Measures. . . . . . . . . . . . . . . . . . . 16

Article 11.    Beneficiary Designation . . . . . . . . . . . . . . . . . 17

Article 12.    Deferrals . . . . . . . . . . . . . . . . . . . . . . . . 17

Article 13.    Rights of Employees . . . . . . . . . . . . . . . . . . . 18

Article 14.    Change in Control . . . . . . . . . . . . . . . . . . . . 18

Article 15.    Amendment, Modification and Termination . . . . . . . . . 19

Article 16.    Withholding . . . . . . . . . . . . . . . . . . . . . . . 20

Article 17.    Indemnification . . . . . . . . . . . . . . . . . . . . . 20

Article 18.    Successors. . . . . . . . . . . . . . . . . . . . . . . . 21

Article 19.    Legal Construction. . . . . . . . . . . . . . . . . . . . 21

                                      i

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<S>            <C>                                                       <C>
Article 20.    Shareholder Approval. . . . . . . . . . . . . . . . . . . 22

</TABLE>


                                      ii

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                               PRIME GROUP REALTY TRUST
                                 SHARE INCENTIVE PLAN


ARTICLE 1.     ESTABLISHMENT, OBJECTIVES AND DURATION

     1.1   ESTABLISHMENT OF THE PLAN.   Prime Group Realty Trust, a Maryland
real estate investment trust (hereinafter referred to as the "COMPANY"), hereby
establishes a long-term incentive compensation plan to be known as the "Prime
Group Realty Trust Share Incentive Plan" (hereinafter referred to as the
"PLAN"), as set forth in this document.  The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Units and Performance Units.

     Subject to the approval of the Company's shareholders, the Plan shall
become effective as of November __, 1997 (the "EFFECTIVE DATE") and shall remain
in effect as provided in Section 1.3 hereof.

     1.2   OBJECTIVES OF THE PLAN.  The objectives of the Plan are to optimize
the profitability and growth of the Company through long-term incentives which
are consistent with the Company's objectives and which link the interests of
Participants to those of the Company's shareholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants; and to give the Company a significant advantage in
attracting and retaining officers, key employees and trustees.

     The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants to
share in the success of the Company.

     1.3   DURATION OF THE PLAN.  The Plan shall commence on the Effective Date,
as described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Trustees to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Shares subject to the Plan pursuant to
Article 4 shall have been purchased or acquired according to the provisions
hereof.  In no event, however, may an Award be granted under the Plan on or
after October 31, 2007.

ARTICLE 2. DEFINITIONS

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     Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:

     2.1   "AWARD" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Units or Performance Units.

     2.2   "AWARD AGREEMENT" means an agreement entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award or
Awards granted under this Plan to such Participant.

     2.3   "BOARD" or "BOARD OF TRUSTEES" means the Board of Trustees of the
Company.

     2.4   "CAUSE" shall have the meaning set forth in any unexpired employment
or severance agreement between the Participant and the Company or another
Employer, in the absence of any such agreement, shall mean (i) the willful and
continued failure of the Participant to substantially perform his or her duties
with or for the Company or another Employer, (ii) the engaging by the
Participant in conduct which is significantly injurious to the Company or
another Employer, monetarily or otherwise, (iii) the Participant's conviction of
a felony, (iv) the Participant's abuse of illegal drugs or other controlled
substances or (v) the Participant's habitual intoxication.  Unless otherwise
defined in the Participant's employment or severance agreement, an act or
omission is "willful" for this purpose if such act or omission was knowingly
done, or knowingly omitted to be done, by the Participant not in good faith and
without reasonable belief that such act or omission was in the best interest of
the Company or another Employer.

     2.5   "CHANGE IN CONTROL"shall be deemed to have occurred if

           (a)  any "person" (as such term is used in Sections 13(d) and 14(d)
     of the Exchange Act), other than a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company, a corporation or
     trust owned directly or indirectly by the shareholders of the Company in
     substantially the same proportions as their ownership of the Shares,
     Michael W. Reschke or The Prime Group, Inc. or any of their respective
     affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under
     the Exchange Act), directly or indirectly, of securities of the Company
     representing 50% or more of the total voting power represented by the
     Company's then outstanding securities which vote generally in the election
     of Trustees (referred to herein as "Voting Securities");

<PAGE>

           (b)  during any period of two consecutive years, individuals who at
     the beginning of such period constitute the Board and any new Trustees
     whose election by the Board or nomination for election by the Company's
     shareholders was approved by a vote of at least two-thirds of the Trustees
     then still in office who either were Trustees at the beginning of the
     period or whose election or nomination for election was previously so
     approved, cease for any reason to constitute a majority of the Board;

           (c)  the shareholders of the Company approve a merger or
     consolidation of the Company with any other trust or corporation, other
     than a merger or consolidation which would result in the Voting Securities
     of the Company outstanding immediately prior thereto continuing to
     represent (either by remaining outstanding or by being converted into
     Voting Securities of the surviving entity) more than 50% of the total
     voting power represented by the Voting Securities of the Company or such
     surviving entity outstanding immediately after such merger or
     consolidation; or

           (d)  the shareholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or disposition by
     the Company (in one transaction or a series of transactions) of all or
     substantially all of the Company's assets.

     2.6   "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

     2.7   "COMMITTEE" means, as specified in Article 3 herein, the Compensation
Committee of the Board or such other committee as may be appointed by the Board
to administer the Plan.

     2.8   "COMPANY" means Prime Group Realty Trust, a Maryland real estate
investment trust, and any successor thereto as provided in Article 18 herein.

     2.9   "DISABILITY" shall mean (a) long-term disability as defined under a
long-term disability plan maintained by an Employer and covering that
individual, or (b) if the individual is not covered by such a long-term
disability plan, disability as defined for purposes of eligibility for a
disability award under the Social Security Act.

     2.10  "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

<PAGE>

     2.11  "ELIGIBLE EMPLOYEE" means any officer or other key employee of the
Company or of any other Employer.  Trustees who are not employed by the Company
or another Employer shall not be considered Eligible Employees under this Plan.

     2.12  "EMPLOYER" means, individually, the Company, each Subsidiary, the
Operating Partnership, the Services Company and any other corporation, trust or
partnership in which the Company owns directly or indirectly at least 50% in
value of the outstanding capital or profits interest.

     2.13  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

     2.14  "EXERCISE PRICE" means the price at which a Share may be purchased
pursuant to the exercise of an Option.

     2.15  "FAIR MARKET VALUE" means the per share value of the Shares as of a
given date, determined as follows:

           (a)  If the Shares are listed or admitted for trading on the New York
     Stock Exchange (or if not, on another national securities exchange upon
     which the Shares are listed), the Fair Market Value of a Share is the
     closing quotation for such shares based on composite transactions for the
     New York Stock Exchange (or if not listed on it, such other national
     securities exchange) on the last trading day for the Shares prior to such
     given date.

           (b)  If the Shares are not traded on any national securities
     exchange, but are quoted on the National Association of Securities Dealers,
     Inc. Automated Quotation System (NASDAQ System) or any similar system of
     automated dissemination of quotations of prices in common use, the Fair
     Market Value of a Share is the last sales price (if the Shares are then
     listed as a national market issue under the NASDAQ System) or the mean
     between the closing representative bid and asked prices (in all other
     cases) for the Shares on the last 5 trading days for the Shares preceding
     such given date as reported by the NASDAQ System (or such similar quotation
     system).

           (c)  If neither clause (a) nor clause (b) of this Section 2.15 is
     applicable, the Fair Market Value of a Share is the fair market value per
     share as of such valuation date, as determined by the Board in good faith
     and in accordance with uniform principles consistently

<PAGE>

     applied; provided, however, that the Fair Market Value of a Share on the
     date of the completion of an initial public offering of the Shares shall
     be the initial public offering price.

     2.16  "FREESTANDING SAR" means an SAR that is granted independently of any
Option, as described in Article 7 herein.

     2.17  "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein which is designated as an Incentive Stock Option
and that is intended to meet the requirements of Code Section 422.

     2.18  "NONEMPLOYEE TRUSTEE" means an individual who is a member of the
Board of Trustees of the Company but who is not an employee of the Company or
any other Employer.

     2.19  "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein that is not intended to meet the
requirements of Code Section 422.

     2.20  "OPERATING PARTNERSHIP" means Prime Group Realty, L.P., a Delaware
limited partnership.

     2.21  "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.

     2.22  "PARTICIPANT" means an Eligible Employee who has been selected by the
Committee to participate in the Plan pursuant to Section 5.2 and who has
outstanding an Award granted under the Plan.  The term "Participant" shall not
include Nonemployee Trustees.

     2.23  "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m) and any
regulations promulgated thereunder.

     2.24  "PERFORMANCE UNIT" means a Share equivalent Award granted to a
Participant, as described in Article 9 herein.

     2.25  "RESTRICTION PERIOD" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance objectives, or upon the occurrence of other
events as determined by the Committee, at its discretion), and/or the Restricted
Stock/Units are not vested.

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     2.26  "RESTRICTED STOCK" means a contingent grant of Shares awarded to a
Participant pursuant to Article 8 herein.

     2.27  "RESTRICTED UNIT" means a Share equivalent Award granted to a
Participant, as described in Article 8 herein.

     2.28  "RETIREMENT" shall mean termination of employment on or after (a)
attaining the age established as the normal retirement age in any unexpired
employment agreement between the Participant and the Company or another
Employer or, in the absence of such an agreement, the normal retirement age
under the tax-qualified defined benefit retirement plan or, if none, the
tax-qualified defined contribution retirement plan, sponsored by the Company
or another Employer in which the Participant participates, or (b) attaining
age sixty-two with ten years of continuous service with one or more Employers
provided that the retirement is approved by the Chief Executive Officer of
the Company unless the Participant is an officer subject to Section 16 of the
Exchange Act in which case the retirement must be approved by the Committee.

     2.29  "SERVICES COMPANY" means Prime Group Realty Services, Inc., a
Maryland corporation.

     2.30  "SHARES" means the Company's common shares.

     2.31  "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone
or in connection with a related Option, designated as an SAR, pursuant to the
terms of Article 7 herein.

     2.32  "SUBSIDIARY" means a subsidiary corporation of the Company within
the meaning of Code Section 424(f).

     2.33  "TANDEM SAR" means an SAR that is granted in connection with a
related Option pursuant to Article 7 herein, the exercise of which requires
forfeiture of the right to purchase a Share under the related Option (and
when a Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).

     2.34  "TRUSTEE" means any individual who is a member of the Board of
Trustees.

<PAGE>

ARTICLE 3.  ADMINISTRATION

     3.1    THE COMMITTEE.  The Plan shall be administered by the
Compensation Committee of the Board, or by any other Committee appointed by
the Board, which Committee (unless otherwise determined by the Board) shall
satisfy the "nonemployee director" requirements of Rule 16b-3 under the
Exchange Act and the regulations thereunder and the "outside director"
provisions of Code Section 162(m), or any successor regulations or
provisions.  The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board.  The Committee
shall act by a majority of its members at the time in office and eligible to
vote on any particular matter, and such action may be taken either by a vote
at a meeting or in writing without a meeting.

     3.2    AUTHORITY OF THE COMMITTEE.  Except as limited by law and subject
to the provisions herein, the Committee shall have full power and discretion
to: select Eligible Employees who shall participate in the Plan; select
Nonemployee Trustees to receive Awards under Article 6; determine the sizes
and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any agreement
or instrument entered into under the Plan; establish, amend or waive rules
and regulations for the Plan's administration; and, subject to the provisions
of Article 15 herein, amend the terms and conditions of any outstanding Award
to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan.  Further, the Committee shall make all
other determinations which may be necessary or advisable for the
administration of the Plan.  As permitted by law and consistent with Section
3.1, the Committee may delegate its authority as identified herein.

     3.3    DECISIONS BINDING.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive
and binding on all persons, including the Company, its Board of Trustees, its
shareholders, all Employers, employees, Participants and their estates and
beneficiaries.

ARTICLE 4.  SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

     4.1    NUMBER OF SHARES AVAILABLE FOR GRANTS.  Subject to adjustment as
provided in Section 4.3 herein, the number of Shares that may be issued or
transferred to Participants under the Plan shall be 1,800,000 Shares.

     The maximum number of Shares and Share equivalent units that may be
granted during any calendar year to any one Participant under Options,
Freestanding SARs, Restricted Stock, Restricted

<PAGE>

Units or Performance Units, shall be 200,000 (on an aggregate basis for all
such types of Awards), which limit shall apply regardless of whether such
compensation is paid in Shares or in cash.

     4.2    LAPSED AWARDS.  If any Award granted under this Plan is canceled,
terminates, expires or lapses for any reason, any Shares subject to such
Award again shall be available for the grant of an Award under the Plan, but
shall continue to count for the purpose of the annual individual award limit
set forth in Subsection 4.1 above.

     4.3    ADJUSTMENTS IN AUTHORIZED SHARES.

     (a)    In the event the Shares, as presently constituted, shall be changed
            into or exchanged for a different number or kind of shares of
            securities of the Company or of another corporation (whether by
            reason of merger, consolidation, recapitalization, reclassification,
            split, reverse split, combination of shares, or otherwise) or if the
            number of such Shares shall be increased through the payment of a
            share dividend, then there shall be substituted for or added to each
            Share theretofore appropriated or thereafter subject or which may
            become subject to an Award under this Plan, the number and kind of
            shares of securities into which each outstanding Share shall be so
            changed, or for which each such Share shall be exchanged, or to
            which each such Share shall be entitled, as the case may be.
            Outstanding Awards shall also be appropriately amended as to price
            and other terms as may be necessary to reflect the foregoing events.
            In the event there shall be any other change in the number or kind
            of the outstanding Shares, or of any stock or other securities into
            which such Shares shall have been changed, or for which it shall
            have been exchanged, then, if the Committee shall, in its sole
            discretion, determine that such change equitably requires an
            adjustment in any Award therefore granted or which may be granted
            under the Plan, such adjustments shall be made in accordance with
            such determination.

     (b)    Fractional Shares resulting from any adjustment in Awards pursuant
            to this section may be settled in cash or otherwise as the Committee
            shall determine.  Notice of any adjustment shall be given by the
            Company to each Participant who holds an Award which has been so
            adjusted and such adjustment (whether or not such notice is given)
            shall be effective and binding for all purposes of the Plan.

     4.4    EMPLOYER PAYMENT.  In the case of Shares delivered pursuant to an
Award granted to an employee of an Employer other than the Company or a
Subsidiary, such Employer shall make

<PAGE>

a payment to the Company with respect to such Shares in an amount equal to
(i) the Fair Market Value of the Shares on the date as of which they are so
delivered, less (ii) in the case of an option, the aggregate exercise price
for such Shares.  For this purpose, the obligation to deliver Shares shall
first be satisfied from any Shares transferred in payment of an exercise
price.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

     5.1    ELIGIBILITY.  Individuals eligible to participate in this Plan
consist of all Eligible Employees, including Eligible Employees who are
members of the Board, and Nonemployee Trustees but only to the extent
provided herein.

     5.2    ACTUAL PARTICIPATION.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Eligible Employees, those
to whom Awards shall be granted and shall determine the nature and amount of
each Award.

ARTICLE 6.  STOCK OPTIONS

     6.1    GRANT OF OPTIONS.  Subject to the terms and provisions of the
Plan, Options may be granted to Eligible Employees in such number, and upon
such terms, and at any time and from time to time as shall be determined by
the Committee.  Options granted to Eligible Employees who are employees of
the Company or a Subsidiary may be either ISOs or NQSOs.  Options granted to
other Eligible Employees may only be NQSOs.  In addition, NQSOs may be
granted to Nonemployee Trustees in such number, and upon such terms, and at
any time and from time to time as shall be determined by the Committee.

     6.2    AWARD AGREEMENT.  Each Option grant shall be evidenced by an
Award Agreement that shall specify the Exercise Price, the duration of the
Option, the number of Shares to which the Option pertains, the manner, time
and rate of exercise or vesting of the Option, and such other provisions as
the Committee shall determine.  The Award Agreement also shall specify
whether the Option is intended to be an ISO within the meaning of Code
Section 422 or an NQSO which is not intended to qualify under the provisions
of Code Section 422.

     6.3    EXERCISE PRICE.  The Exercise  Price for each Share subject to an
Option granted under this Plan shall be at least equal to one hundred percent
of the Fair Market Value of a Share on the date the Option is granted;
provided, however, that, in the case of an ISO, the price per share shall not
be less than 110% of the Fair Market Value of such Share if on the date of
grant the Participant

<PAGE>

owns (within the meaning of Code Section 424(d)) more than 10% of the total
combined voting power of all classes of shares of beneficial interest of the
Company or any Subsidiary.

     6.4    DURATION OF OPTIONS.  Each Option granted to an Eligible Employee
or a Nonemployee Trustee shall expire at such time as the Committee shall
determine at the time of grant; provided, however, that no Option shall be
exercisable later than the tenth anniversary of the date of its grant;
provided, further, that in the case of an ISO granted to a Participant owning
(within the meaning of Code Section 424(d)), on the date of grant, more than
110% of the total combined voting power of all classes of shares of
beneficial interest of the Company or any Subsidiary, the Option shall not be
exercisable later than the fifth anniversary of the date of its grant.

     6.5    DIVIDEND EQUIVALENTS.  The Committee may grant dividend
equivalents in connection with Options granted under this Plan.  Such
dividend equivalents may be payable in cash or in Shares, upon such terms as
the Committee, in its sole discretion, deems appropriate.

     6.6    EXERCISE OF OPTIONS.  Options granted under this Article 6 shall
be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which need not be
the same for each Award or for each Participant.  To the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive
Stock Options (within the meaning of Section 422 of the Code, but without
regard to Section 422(d) of the Code) are exercisable for the first time by
the Participant during any calendar year (under the Plan and all other
incentive stock option plans of the Company) exceeds $100,000, such Options
shall be treated as Nonqualified Options.  The rule set forth in the
preceding sentence shall be applied by taking Options into account in the
order in which they were granted, and the Fair Market Value of the Shares
shall be determined as of the time the Option with respect to such Shares is
granted.

     6.7    PAYMENT.  Options granted under this Article 6 shall be exercised
by the delivery of a written notice of exercise to the Company, setting forth
the number of Shares with respect to which the Option is to be exercised
accompanied by full payment for the Shares and any withholding tax relating
to the exercise of the Option.

     The Exercise Price, and any related withholding taxes, upon exercise of
any Option shall be payable: (a) in cash, or its equivalent, in United States
dollars, or (b) if permitted in the governing Award Agreement, by tendering
previously acquired Shares having an aggregate Fair Market Value at the time
of exercise equal to the total Exercise Price, or (c) if permitted in the
governing Award Agreement, by a combination of (a) and (b).  The Committee
also may allow cashless exercise as

<PAGE>

permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law.

     6.8    TERMINATION OF EMPLOYMENT.  Each Option Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise
the Option following termination of the Participant's employment with the
Company and all other Employers.  Such provisions shall be determined by the
Committee, shall be included in the Award Agreement entered into with each
Participant or Nonemployee Trustee, need not be uniform among all Options
issued pursuant to this Article 6, and may reflect distinctions based on the
reasons for termination of employment.

     6.9    NONTRANSFERABILITY OF OPTIONS.  No Option granted under the Plan
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during the Participant's lifetime only by such Participant or the
Participant's guardian or legal representative.  The Committee may require a
Participant's guardian or legal representative to supply it with such
evidence as the Committee deems necessary to establish the authority of the
guardian or legal representative to act on behalf of the Participant.

ARTICLE 7.  STOCK APPRECIATION RIGHTS

     7.1    GRANT OF SARS.  Subject to the terms and conditions of the Plan,
SARs may be granted to Participants at any time and from time to time as
shall be determined by the Committee.  The Committee may grant Freestanding
SARs, Tandem SARs or any combination of these forms of SAR.

     Subject to Article 4 hereof, the Committee shall determine the number of
SARs granted to each Participant and, consistent with the provisions of the
Plan, determine the terms and conditions pertaining to such SARs.

     The grant price of a Freestanding SAR shall equal the Fair Market Value
of a Share on the date of grant of the SAR.  The grant price of Tandem SARs
shall equal the Exercise Price of the related Option.

     7.2    EXERCISE OF TANDEM SARS.  Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion

<PAGE>

of the related Option.  A Tandem SAR may be exercised only with respect to
the Shares for which its related Option is then exercisable.

     7.3    EXERCISE OF FREESTANDING SARS.  Freestanding SARs may be
exercised upon whatever terms and conditions the Committee imposes upon them.

     7.4    AWARD AGREEMENT.  Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR and such
other provisions as the  Committee shall determine.

     7.5    DURATION OF SARS.  The term of an SAR granted under the Plan
shall be determined by the Committee; provided, however, that such term shall
not exceed ten years.

     7.6    PAYMENT OF SAR AMOUNT.  Upon exercise of an SAR, a Participant
shall be entitled to receive payment from his or her Employer in an amount
determined by multiplying:

            (a) the excess (or some portion of such excess as determined at the
                time of the grant by the Committee) if any, of the Fair Market
                Value of a Share on the date of exercise of the SAR over the
                grant price specified in the Award Agreement; by

            (b) the number of Shares with respect to which the SAR is exercised.

     At the discretion of the Committee, the payment upon SAR exercise may be
in cash, in Shares of equivalent Fair Market Value or in some combination
thereof.

     7.7    TERMINATION OF EMPLOYMENT.  Each SAR Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment with the
Company and all other Employers.  Such provisions shall be determined by the
Committee, shall be included in the Award Agreement entered into with
Participants, need not be uniform among all SARs issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of
employment.

     7.8    NONTRANSFERABILITY OF SARS.  Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.  Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant

<PAGE>

under the Plan shall be exercisable during the Participant's lifetime only by
such Participant or the Participant's guardian or legal representative.  The
Committee may require a Participant's guardian or legal representative to
supply it with such evidence as the Committee deems necessary to establish
the authority of the guardian or legal representative to act on behalf of the
Participant.

ARTICLE 8.  RESTRICTED STOCK AND RESTRICTED UNITS

     8.1    GRANT OF RESTRICTED STOCK/UNITS.  Subject to the terms and
provisions of the Plan, the Committee may, at any time and from time to time,
grant Restricted Stock and/or Restricted Units to Participants in such
amounts as the Committee shall determine.  Each grant of Restricted Stock
shall be represented by the number of Shares to which the Award relates.
Each grant of Restricted Units shall be represented by the number of Share
equivalent units to which the Award relates.

     8.2    AWARD AGREEMENT.  Each Restricted Stock/Unit grant shall be
evidenced by an Award Agreement that shall specify the Restriction Periods,
the number of Shares or Share equivalent units granted, and such other
provisions as the Committee shall determine.

     8.3    NONTRANSFERABILITY.  Except as provided in this Article 8, the
Restricted Stock/Units granted herein may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until the end of the
applicable Restriction Period established by the Committee and as specified
in the Award Agreement, or upon earlier satisfaction of any other conditions,
as specified by the Committee and as set forth in the Award Agreement.  All
rights with respect to Restricted Stock/Units granted to a Participant under
the Plan shall be available during the Participant's lifetime only to such
Participant or the Participant's guardian or legal representative.  The
Committee may require a Participant's guardian or legal representative to
supply it with such evidence as the Committee deems necessary to establish
the authority of the guardian or legal representative to act on behalf of the
Participant.

     8.4    OTHER RESTRICTIONS.  The Committee may impose such other
conditions and/or restrictions on any restricted Stock/Units granted pursuant
to the Plan as it deems advisable including, without limitation, restrictions
based upon the achievement of specific performance objectives (Company-wide,
business unit, and/or individual), time-based restrictions on vesting
following the attainment of the performance objectives, and/or restrictions
under applicable federal or state securities laws.

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     The Company shall retain the certificates representing Shares of restricted
Stock in the Company's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.

     8.5    PAYMENT OF AWARDS.  Except as otherwise provided in this Article 8,
(i) Shares covered by each Restricted Stock grant made under the Plan shall
become freely transferable by the Participant after the last day of the
applicable Restriction Period and (ii) Share equivalent units covered by each
Restricted Unit under Section 8.1 shall be paid out in cash or Shares to the
Participant following the last day of the applicable Restriction Period or such
later date as provided in the Award Agreement.

     8.6    VOTING RIGHTS.  During the Restriction Period, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

     8.7    DIVIDENDS AND OTHER DISTRIBUTIONS.  During the Restriction Period,
Participants holding Shares of Restricted Stock/Units hereunder shall be
credited with regular cash dividends or dividend equivalents paid with respect
to the underlying Shares or Share equivalent units while they are so held.  Such
dividends may be paid currently, accrued as contingent cash obligations, or
converted into additional Shares or units of Restricted Stock/Units, upon such
terms as the Committee establishes.

     The Committee may apply any restrictions to the crediting and payment of
dividends and other distributions that the Committee deems advisable.  Without
limiting the generality of the preceding sentence, if the grant or vesting of
Restricted Stock/Units is designed to qualify for the Performance-Based
Exception, the Committee may apply any restrictions it deems appropriate to the
payment of dividends declared with respect to such Restricted Stock/Units, such
that the dividends and/or the Restricted Stock/Units maintain eligibility for
the Performance-Based Exception.

     8.8    TERMINATION OF EMPLOYMENT.  Each Award Agreement shall set forth the
extent to which the Participant shall have the right to retain unvested
Restricted Stock/Units following termination of the Participant's employment
with the Company and all other Employers.  Such provisions shall be determined
by the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Awards of Restricted Stock/Units
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination of employment.

ARTICLE 9.  PERFORMANCE UNITS

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     9.1    GRANT OF PERFORMANCE UNITS.  Subject to the terms of the Plan,
Performance Units may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the
Committee.

     9.2    VALUE OF PERFORMANCE UNITS.  Each grant of Performance Units shall
be represented by the number of Share equivalent units to which the Award
relates.  The Committee shall set performance objectives in its discretion
which, depending on the extent to which they are met, will determine the number
of Performance Units that will be paid out to the Participant.  For purposes of
this Article 9, the time period during which the performance objectives must be
met shall be called a "PERFORMANCE PERIOD" and shall be set by the Committee in
its discretion.

     9.3    EARNING OF PERFORMANCE UNITS.  Subject to the terms of this Plan,
after the applicable Performance Period has ended, the holder of Performance
Units shall be entitled to receive payout on the number of Performance Units
earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance objectives have
been achieved.

     9.4    AWARD AGREEMENT.  Each grant of Performance Units shall be evidenced
by an Award Agreement which shall specify the material terms and conditions of
the Award, and such other provisions as the Committee shall determine.

     9.5    FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS.  Except as
provided in Article 12, payment of earned Performance Units shall be made
within seventy-five calendar days following the close of the applicable
Performance Period in a manner determined by the Committee. Payment of earned
Performance Units may be in the form of cash or in Shares (or in a
combination thereof).

     9.6    TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
Unless determined otherwise by the Committee and set forth in the Participant's
Award Agreement, in the event the employment of a Participant is terminated by
reason of death, Disability or Retirement during a Performance Period, the
Participant shall receive a payout of the Performance Units which is prorated,
as specified by the Committee in the Award Agreement.  Payment of earned
Performance Units shall be made at a time specified by the Committee and set
forth in the Participant's Award Agreement.

<PAGE>

     9.7    TERMINATION OF EMPLOYMENT FOR OTHER REASONS.  In the event that a
Participant's employment terminates during a Performance Period for any reason
other than those reasons set forth in Section 9.6 herein, all Performance Units
shall be forfeited by the Participant, unless determined otherwise by the
Committee in the Participant's Award Agreement.

     9.8    NONTRANSFERABILITY.  Except as otherwise provided in a Participant's
Award Agreement, Performance Units may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Further, except as otherwise provided in a
Participant's Award Agreement, a Participant's rights under the Plan shall be
exercisable during the Participant's lifetime only by such Participant or
Participant's guardian or legal representative.  The Committee may require a
Participant's guardian or legal representative to supply it with such evidence
as the Committee deems necessary to establish the authority of the guardian or
legal representative to act on behalf of the Participant.

ARTICLE 10.  PERFORMANCE MEASURES

     Unless and until the Committee proposes for shareholder approval and the
Company's shareholders approve a change in the general performance measures set
forth in this Article 10, the attainment of which may determine the degree of
payout and/or vesting with respect to Awards which are designed to qualify for
the Performance-Based Exception, the performance measure(s) to be used for
purposes of such awards shall be chosen from among the following alternatives:

     (a)     return to shareholders (absolute or peer-group comparative);

     (b)     stock price increase (absolute or peer-group comparative);

     (c)     cumulative net income (absolute or competitive growth rates
             comparative);

     (d)     return on equity;

     (e)     return on capital;

     (f)     cash flow, including operating cash flow, free cash flow,
             discounted cash flow return on investment, and cash flow in excess
             of cost of capital;

     (g)     economic value added (income in excess of capital costs); or

<PAGE>

     (h)     market share.

     The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished performance objectives; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception may not be adjusted except to the extent permitted under Code Section
162(m).

     In the event that Code Section 162(m) or applicable tax and/or securities
laws change to permit Committee discretion to alter the governing performance
measures without obtaining shareholder approval of such changes, the Committee
shall have sole discretion to make such changes without obtaining shareholder
approval.  In addition, in the event that the Committee determines that it is
advisable to grant Awards which shall not qualify for the Performance-Based
Exception, the Committee may make such grants without satisfying the
requirements of Code Section 162(m).

ARTICLE 11.  BENEFICIARY DESIGNATION

     Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the death of the
Participant before he or she receives any or all of such benefit.  Each such
designation shall revoke all prior designations by the same Participant, shall
be in a form prescribed by the Committee during the Participant's lifetime.  If
the Participant's designated beneficiary predeceases the Participant or no
beneficiary has been designated, benefits remaining unpaid at the Participant's
death shall be paid to the Participant's spouse or if none, the Participant's
estate.

<PAGE>

ARTICLE 12.  DEFERRALS

     The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Stock/Units, or the satisfaction of any requirements or objectives with respect
to Performance Units.  If any such deferral election is permitted or required,
the Committee shall, in its sole discretion, establish rules and procedures for
such deferrals.  Notwithstanding the foregoing, the Committee in its sole
discretion may defer payment of cash or the delivery of Shares that would
otherwise be due to a Participant under the Plan if such payment or delivery
would result in compensation not deductible by the Company or any other Employer
by virtue of Code Section 162(m).  Such a deferral may continue until the
payment or delivery would result in compensation deductible by the Company or
such other Employer under Code Section 162(m).

ARTICLE 13.  RIGHTS OF EMPLOYEES

     13.1    EMPLOYMENT.  Nothing in the Plan shall interfere with or limit in
any way the right of the Company or any other Employer to terminate any
Participant's employment at any time, or confer upon any Participant any right
to continue in the employ of the Company or any other Employer.

     13.2    PARTICIPATION.  No Eligible Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.

ARTICLE 14.  CHANGE IN CONTROL

     14.1    TREATMENT OF OUTSTANDING AWARDS.  Upon the occurrence of a Change
in Control, unless otherwise specifically prohibited under applicable laws, or
by the rules and regulations of any governing governmental agencies or national
securities exchanges:

     (a)     Any and all outstanding Options and SARs granted hereunder shall
             become immediately exercisable, and shall remain exercisable
             throughout their entire term.

     (b)     Any Periods of Restriction and restrictions imposed on Restricted
             Stock/Units shall lapse; provided, however, that the degree of
             vesting associated with Restricted Stock/Units which has been
             conditioned upon the achievement of performance

<PAGE>

     conditions pursuant to Section 8.4 herein shall be determined in the
     manner set forth in Section 14.1(c) herein.

     (c)     Except as otherwise provided in the Award Agreement, the vesting of
             all Performance Units shall be accelerated as of the effective date
             of the Change in Control, and there shall be paid out in cash to
             Participants within thirty days following the effective date of the
             Change in Control a pro rata amount based upon an assumed
             achievement of all relevant performance objectives at target
             levels, and upon the length of time within the Performance Period
             which has elapsed prior to the effective date of the Change in
             Control; provided, however, that in the event the Committee
             determines that actual performance to the effective date of the
             Change in Control exceeds target levels, the prorated payouts
             shall be made at levels commensurate with such actual performance
             (determined by extrapolating such actual performance to the end of
             the Performance Period), based upon the length of time within the
             Performance Period which has elapsed prior to the effective date
             of the Change in Control.

     14.2    TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE IN CONTROL
PROVISIONS.  Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 14 may not be terminated,
amended, or modified on or after the effective date of a Change in Control to
affect adversely any Award theretofore granted under the Plan without the prior
written consent of the Participant with respect to his or her outstanding
Awards.

ARTICLE 15.  AMENDMENT, MODIFICATION AND TERMINATION

     15.1    AMENDMENT, MODIFICATION AND TERMINATION.  Subject to Section 14.2
herein, the Board may at any time and from time to time, alter, amend, modify or
terminate the Plan in whole or in part.

     Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew outstanding Awards under the Plan, or accept the surrender of
outstanding Awards (to the extent not theretofore exercised) and grant new
Awards in substitution therefor (to the extent not theretofore exercised).  The
Committee shall not, however, modify any outstanding Incentive Stock Option so
as to specify a lower Exercise Price.  Notwithstanding the foregoing, no
modification of an Award shall, without the consent of the Participant, alter or
impair any rights or obligations under any Award theretofore granted under the
Plan.

<PAGE>

     15.2    ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS.  The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the  Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, subject to the requirements of
Code Section 162(m) for the Performance-Based Exception in the case of Awards
designed to qualify for the Performance-Based Exception.

     15.3    AWARDS PREVIOUSLY GRANTED.  No termination, amendment or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

     15.4    COMPLIANCE WITH CODE SECTION 162(m).  Awards, when Code Section
162(m) is applicable, shall comply with the requirements of Code Section 162(m);
provided, however, that in the event the Committee determines that such
compliance is not desired with respect to any Award or Awards available for
grant under the Plan, then compliance with Code Section 162(m) will not be
required.  In addition, in the event that changes are made to Code Section
162(m) to permit greater flexibility with respect to any Award or Awards
available under the Plan, the Committee may, subject to this Article 15, make
any adjustments it deems appropriate.

ARTICLE 16.  WITHHOLDING

     16.1    TAX WITHHOLDING.  Each Employer shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Employer, an
amount (either in cash or Shares) sufficient to satisfy federal, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Plan.

     16.2    SHARE WITHHOLDING.  With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
an Employer may satisfy the minimum withholding requirement for supplemental
wages, in whole or in part, by withholding from the Award Shares having a Fair
Market Value (determined on the date the Participant recognizes taxable income
on the Award) equal to the withholding tax required to be collected on the
transaction.  The Participant may elect, subject to the approval of the
Committee, to deliver the necessary funds to satisfy the

<PAGE>

withholding obligation to an Employer, in which case there will be no
reduction in the Shares otherwise distributable to the Participant.

ARTICLE 17.  INDEMNIFICATION

     Each person who is or has been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
such person in connection with or resulting from any claim, action, suit, or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in a settlement
approved by the Company, or paid by such person in satisfaction of any judgment
in any such action, suit, or proceeding against such person, provided such
person shall give the Company an opportunity, at its own expense, to handle and
defend the same before such person undertakes to handle and defend it.  The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.

ARTICLE 18.  SUCCESSORS

     All obligations of an Employer under the Plan or any Award Agreement with
respect to Awards granted hereunder shall be binding on any successor to the
Employer, whether the existence of such successor is the result of a direct or
indirect purchase of all or substantially all of the business and/or assets of
the Employer, or a merger, consolidation, or otherwise.

ARTICLE 19.  LEGAL CONSTRUCTION

     19.1    GENDER AND NUMBER.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

     19.2    SEVERABILITY.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

<PAGE>

     19.3    REQUIREMENTS OF LAW.  The granting of Awards and the issuance of
Share and/or cash payouts under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.  The Committee may impose
such restrictions on any Shares delivered pursuant to any Award granted under
this Plan as the Committee deems necessary or advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

     19.4    SECURITIES LAW COMPLIANCE.  With respect to any individual who is,
on the relevant date, an officer, director or ten percent beneficial owner of
any class of the Company's equity securities that is registered pursuant to
Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange
Act, transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Exchange Act, or any successor rule.  To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.

     19.5    AWARDS TO FOREIGN NATIONALS AND EMPLOYEES OUTSIDE THE UNITED
STATES.  To the extent the Committee deems it necessary, appropriate or
desirable to comply with foreign law of practice and to further the purposes of
this Plan, the Committee may, without amending the Plan, (i) establish rules
applicable to Awards granted to Participants who are foreign nationals, are
employed outside the United States, or both, including rules that differ from
those set forth in this Plan, and (ii) grant Awards to such Participants in
accordance with those rules.

     19.6    UNFUNDED STATUS OF THE PLAN.  The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation.  With respect to any
payments or deliveries of Shares not yet made to a Participant by the Company or
any other Employer, nothing contained herein shall give any rights that are
greater than those of a general creditor.  The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Shares or payments hereunder consistent with the foregoing.

     19.7    GOVERNING LAW.  To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Maryland.

ARTICLE 20.  SHAREHOLDER APPROVAL

<PAGE>

     This Plan will be submitted for the approval of the Company's shareholders
within twelve months before or after the date of the Board's initial adoption of
the Plan.  Awards may be granted prior to such shareholder approval; provided,
however, that such Awards shall not be exercisable or payable prior to the time
when the Plan is approved by the shareholders; provided, further, that if such
approval has not been obtained at the end of said twelve-month period, all
Awards previously granted under the Plan shall thereupon be cancelled and become
null and void.