Exhibit 10.15  GRAMERCY CAPITAL CORP. AMENDED AND RESTATED 2004 EQUITY INCENTIVE  PLAN


TABLE OF CONTENTS  Page1.
  DEFINITIONS
  12.
  EFFECTIVE DATE AND TERMINATION OF
  PLAN
  53.
  ADMINISTRATION OF PLAN
  54.
  SHARES AND UNITS SUBJECT TO THE
  PLAN
  65.
  PROVISIONS APPLICABLE TO STOCK
  OPTIONS
  76.
  PROVISIONS APPLICABLE TO RESTRICTED
  STOCK
  107.
  PROVISIONS APPLICABLE TO PHANTOM
  SHARES
  128.
  PROVISIONS APPLICABLE TO DIVIDEND
  EQUIVALENT RIGHTS
  159.
  OTHER EQUITY-BASED AWARDS
  1610.
  PERFORMANCE GOALS
  1611.
  TAX WITHHOLDING
  1612.
  REGULATIONS AND APPROVALS
  1713.
  INTERPRETATION AND AMENDMENTS;
  OTHER RULES
  1814.
  CHANGES IN CAPITAL STRUCTURE
  1915.
  MISCELLANEOUS
  20  i


GRAMERCY CAPITAL CORP.  AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN  Gramercy Capital
Corp., a Maryland corporation, wishes to attract and retain qualified key
employees, Directors, officers, advisors, consultants and other personnel and
encourage them to increase their efforts to make the Companys business more
successful whether directly or through its Subsidiaries or other
affiliates.  In furtherance thereof, the
Gramercy Capital Corp. Amended and Restated 2004 Equity Incentive Plan, as
amended as of June 10, 2008, is designed to provide equity-based
incentives to certain Eligible Persons. 
Awards under the Plan may be made to Eligible Persons in the form of
Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other
forms of equity-based compensation.  1. DEFINITIONS.  Whenever used
herein, the following terms shall have the meanings set forth below:  Award, except
where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Phantom
Shares, Dividend Equivalent Rights and other equity-based Awards as
contemplated herein.  Award Agreement
means a written agreement in a form approved by the Committee to be entered
into between the Company and the Participant as provided in Section 3.  An Award Agreement may be, without
limitation, an employment or other similar agreement containing provisions
governing grants hereunder, if approved by the Committee for use under the
Plan.  Board means the
Board of Directors of the Company.  Cause means,
unless otherwise provided in the Participants Award Agreement, (i) engaging
in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly
failing to adhere to the directions of superiors or the Board or the written policies
and practices of the Company or its Subsidiaries or its affiliates; (iii) the
commission of a felony or a crime of moral turpitude, dishonesty, breach of
trust or unethical business conduct, or any crime involving the Company or its
Subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or
embezzlement; (v) acts or omissions constituting a material failure to
perform substantially and adequately the duties assigned to the Participant; (vi) any
illegal act detrimental to the Company its Subsidiaries or any affiliate
thereof; (vii) repeated failure to devote substantially all of the
Participants business time and efforts to the Company or its Subsidiaries, or
any affiliate thereof if required by the Participants employment agreement; or
(viii) the Participants failure to competently perform his duties after
receiving notice from the Company or its Subsidiaries, or any affiliate
thereof; specifically identifying the manner in which the Participant has
failed to perform; provided, however, that, if at any particular time the
Participant is subject to an effective employment agreement with the Company
(or, while the Manager or SL Green Realty Corp. is an affiliate of the Company,
with the Manager or SL Green Realty Corp., respectively), then, in lieu of the
foregoing definition, Cause shall at that time have such meaning as may be
specified in such employment agreement.  Change in Control
shall mean the happening of any of the following:


(i)              any
person, including a group (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act, but excluding the Company, any entity
controlling, controlled by or under common control with the Company, any
trustee, fiduciary or other person or entity holding securities under any employee
benefit plan or trust of the Company or any such entity, and with respect to
any particular Participant, the Participant and any group (as such term is
used in Section 13(d)(3) of the Exchange Act) of which the
Participant is a member), is or becomes the beneficial owner (as defined in Rule 13(d)(3) under
the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of either (A) the combined voting power of the
Companys then outstanding securities or (B) the then outstanding Common
Stock (other than as a result of an acquisition of securities directly from the
Company); or  (ii)             any consolidation or merger of the
Company where the shareholders of the Company immediately prior to the
consolidation or merger, would not, immediately after the consolidation or
merger, beneficially own (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, shares representing in the aggregate 50%
or more of the combined voting power of the securities of the corporation
issuing cash or securities in the consolidation or merger (or of its ultimate
parent corporation, if any); or  (iii)            there shall occur (A) any sale,
lease, exchange or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all of the Companys assets
to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by persons (as defined above) in substantially
the same proportion as their ownership of the Company immediately prior to such
sale or (B) the approval by shareholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company; or  (iv)            the members of the Board at the
beginning of any consecutive 24-calendar-month period (the Incumbent Directors)
cease for any reason other than due to death to constitute at least a majority
of the members of the Board; provided that any director whose election, or
nomination for election by the Companys shareholders was approved or ratified
by a vote of at least a majority of the members of the Board then still in
office who were members of the Board at the beginning of such 24-calendar-month
period shall be deemed to be an Incumbent Director.  Notwithstanding the foregoing provisions of this definition of Change
in Control, if at any particular time the Participant is subject to an
effective employment agreement with the Company (or, while the Manager or SL
Green Realty Corp. is an affiliate of the Company, with the Manager or SL Green
Realty Corp., respectively) which expressly provides for the definition of a
change in control of the Company, then, in lieu of the foregoing definition, Change
in Control shall at that time have such meaning as may be specified, in such
employment agreement, with respect to the Company.  In addition, notwithstanding the foregoing
provisions of this definition of Change in Control, no event or condition shall
constitute a Change in Control to the extent that, if it were, a 20% tax would
be imposed under Section 409A of the Code; provided that, in such a case,
the event or condition shall continue to constitute a Change in  2


Control to the maximum extent possible (e.g., if applicable, in respect
of vesting without an acceleration of distribution) without causing the
imposition of such 20% tax.  Code means the
Internal Revenue Code of 1986, as amended.  Committee means
the Compensation Committee of the Board.  Common Stock
means the Companys Common Stock, par value $.001 per share, either currently
existing or authorized hereafter.  Company means
the Gramercy Capital Corp., a Maryland corporation.  Director means a
non-employee director of the Company or its Subsidiaries.  Disability
means, unless otherwise provided by the Committee in the Participants Award
Agreement, a disability which renders the Participant incapable of performing
all of his or her material duties for a period of at least 180 consecutive or
non-consecutive days during any consecutive twelve-month period.  Notwithstanding the foregoing, no circumstances
or condition shall constitute a Disability to the extent that, if it were, a
20% tax would be imposed under Section 409A of the Code; provided that, in
such a case, the event or condition shall continue to constitute a Disability
to the maximum extent possible (e.g., if applicable, in respect of vesting
without an acceleration of distribution) without causing the imposition of such
20% tax.  Dividend
Equivalent Right means a right awarded under Section 8 of the Plan to
receive (or have credited) the equivalent value of dividends paid on Common
Stock.  Eligible Person
means (i) a key employee, Director, officer, advisor, consultant or other
personnel of the Company and its Subsidiaries or other person expected to
provide significant services (of a type expressly approved by the Committee as
covered services for these purposes) to the Company or its Subsidiaries or (ii) GKK
Manager LLC, SL Green Realty Corp., joint venture affiliates of the Company or
other entities designated in the discretion of the Committee, or employees of
the foregoing.  In the case of grants
directly or indirectly to employees of entities described in clause (ii) of
the foregoing sentence, the Committee may
make arrangements with such entities in its discretion, in light of tax
and other considerations.  Exchange Act means the Securities Exchange Act of
1934, as amended.  Fair Market Value
per Share as of a particular date means (i) if Shares are then listed on a
national stock exchange, the closing sales price per Share on the exchange for
the last preceding date on which there was a sale of Shares on such exchange,
as determined by the Committee, (ii) if Shares are not then listed on a
national stock exchange but are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the Shares in such
over-the-counter market for the last preceding date on which there was a sale
of such Shares in such market, as determined by the Committee, or (iii) if
Shares are not then listed on a national stock exchange or traded on an
over-the-counter market, such value as the Committee in its discretion may in
good faith determine; provided that, where the Shares are so listed or traded,
the Committee may make such discretionary determinations where the Shares have
not been traded for 10 trading days. 
Notwithstanding the foregoing, with respect to any stock right within
the meaning of Section 409A of the Code, Fair Market Value shall not be
less than the fair market value of the shares of Common Stock determined in
accordance with the final regulations promulgated under Section 409A of
the Code.  3


Grantee means an
Eligible Person granted Restricted Stock, Phantom Shares, Dividend Equivalent
Rights or such other equity-based Awards as may be granted pursuant to Section 9.  Incentive Stock
Option means an incentive stock option within the meaning of Section 422(b) of
the Code.  Manager means
GKK Manager LLC, a Delaware limited liability company.  Non-Qualified
Stock Option means an Option which is not an Incentive Stock Option.  Option means the
right to purchase, at a price and for the term fixed by the Committee in
accordance with the Plan, and subject to such other limitations and
restrictions in the Plan and the applicable Award Agreement, a number of Shares
determined by the Committee.  Optionee means
an Eligible Person to whom an Option is granted, or the Successors of the
Optionee, as the context so requires.  Option Price
means the price per Share, determined by the Board or the Committee, at which
an Option may be exercised.  Participant
means a Grantee or Optionee.  Phantom Share
means a right, pursuant to the Plan, of the Grantee to payment of the Phantom
Share Value.  Phantom Share
Value, per Phantom Share, means the Fair Market Value of a Share of Class A
Common Stock, or, if so provided by the Committee, such Fair Market Value to
the extent in excess of a base value established by the Committee at the time
of grant.  Plan means the
Companys Amended and Restated 2004 Equity Incentive Plan, as amended June 10,
2008, as set forth herein and as the same may from time to time be amended.  Restricted Stock
means an award of Shares that are subject to restrictions hereunder.  Retirement
means, unless otherwise provided by the Committee in the Participants Award
Agreement, the Termination of Service (other than for Cause) of a Participant
on or after the Participants attainment of age 65 or on or after the
Participants attainment of age 55 with five consecutive years of service with
the Company and or its Subsidiaries or its affiliates.  Securities Act
means the Securities Act of 1933, as amended.  Settlement Date
means the date determined under Section 7.4(c).  Shares means
shares of Common Stock of the Company.  Subsidiary means
any corporation (other than the Company) that is a subsidiary corporation
with respect to the Company under Section 424(f) of the Code.  In the event the Company becomes a subsidiary
of another company, the provisions hereof applicable to subsidiaries shall,
unless otherwise determined by the Committee, also be applicable to any company
that is a parent corporation with respect to the Company under Section 424(e) of
the Code.  4


Successor of the
Optionee means the legal representative of the estate of a deceased Optionee
or the person or persons who shall acquire the right to exercise an Option by
bequest or inheritance or by reason of the death of the Optionee.  Termination of Service
means a Participants termination of employment or other service, as
applicable, with the Company and its Subsidiaries.  Notwithstanding the foregoing, with respect
to any Award subject to Section 409A of the Code, Termination of Service
shall be interpreted within the meaning of Section 409A of the Code and
Treasury Regulation 1.409A-1(h).  2. EFFECTIVE
DATE AND TERMINATION OF PLAN.  The effective date
of the Plan is July 27, 2004. The Plan shall not become effective unless
and until it is approved by the requisite percentage of the holders of the
Common Stock of the Company.  The Plan
shall terminate on, and no Award shall be granted hereunder on or after, the
10-year anniversary of the earlier of the approval of the Plan by (i) the
Board or (ii) the shareholders of the Company; provided, however, that the
Board may at any time prior to that date terminate the Plan; and provided,
further, that all Awards made under the Plan prior to a Plan termination shall
remain in effect until such Awards have been satisfied or terminated in
accordance with the terms and provisions of the Plan and the applicable Award
Agreement.  3. ADMINISTRATION
OF PLAN.  (a)   The
Plan shall be administered by the Committee appointed by the Board. The
Committee, upon and after such time as it is covered in Section 16 of the
Exchange Act, shall consist of at least two individuals each of whom shall be a
nonemployee director as defined in Rule 16b-3 as promulgated by the
Securities and Exchange Commission (Rule 16b-3) under the Exchange Act
and shall, at such times as the Company is subject to Section 162(m) of
the Code (to the extent relief from the limitation of Section 162(m) of
the Code is sought with respect to Awards), qualify as outside directors for
purposes of Section 162(m) of the Code; provided that no action taken
by the Committee (including without limitation grants) shall be invalidated
because any or all of the members of the Committee fails to satisfy the
foregoing requirements of this sentence. 
The acts of a majority of the members present at any meeting of the
Committee at which a quorum is present, or acts approved in writing by a
majority of the entire Committee, shall be the acts of the Committee for
purposes of the Plan.  If and to the
extent applicable, no member of the Committee may act as to matters under the
Plan specifically relating to such member. 
Notwithstanding the other foregoing provisions of this Section 3(a),
any Award under the Plan to a person who is a member of the Committee shall be
made and administered by the Board.  If
no Committee is designated by the Board to act for these purposes, the Board
shall have the rights and responsibilities of the Committee hereunder and under
the Award Agreements.  (b)   Subject
to the provisions of the Plan, the Committee shall in its discretion (i) authorize
the granting of Awards to Eligible Persons; and (ii) determine the
eligibility of Eligible Persons to receive an Award, as well as determine the
number of Shares to be covered under any Award Agreement, considering the
position and responsibilities of the Eligible Persons, the nature and value to
the Company of the Eligible Persons present and potential contribution to the
success of the Company whether directly or through its Subsidiaries and such other
factors as the Committee may deem relevant.  (c)   The
Award Agreement shall contain such other terms, provisions and conditions not
inconsistent herewith as shall be determined by the Committee.  In the event that any Award Agreement or
other agreement hereunder provides (without regard to this sentence) for the
obligation of the Company or any affiliate thereof to purchase or repurchase
Shares from a Participant or any other person,  5


then, notwithstanding the
provisions of the Award Agreement or such other agreement, such obligation
shall not apply to the extent that the purchase or repurchase would not be
permitted under governing state law.  The
Participant shall take whatever additional actions and execute whatever
additional documents the Committee may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of the Plan and the Award Agreement.  (d)   The
Committee may provide, in its discretion, that (i) all stock issued
hereunder be initially maintained in separate brokerage account for the
Participant at a brokerage firm selected by, and pursuant to an arrangement
with, the Company; and (ii) in the case of vested Shares, the Participant
may move such Shares to another brokerage account of the Participants choosing
or request that a stock certificate be issued and delivered to him or her.  (e)   The
Committee, in its discretion, may delegate to the Chief Executive Officer of
the Company all or part of the Committees authority and duties with respect to
awards, including, without limitation, the granting of awards to individuals
who are not subject to the reporting and other provisions of Section 16 of
the Act and who are not and are not expected to be covered employees within
the meaning of Section 162(m) of the Code; provided, however, that
the Committee may not delegate its authority and duties with respect to awards
that have been, or will be, granted to the Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Chief Credit Officer or President
or any Executive Vice President of the Company. 
Any such delegation by the Committee may, in the sole discretion of the
Committee, include a limitation as to the amount of awards that may be awarded
during the period of the delegation and may contain guidelines as to the
determination of the option exercise price, or price of other awards and the
vesting criteria.  The Committee may
revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committees delegate that were consistent
with the terms of the Plan.  4. SHARES AND
UNITS SUBJECT TO THE PLAN.  4.1           In General.  (a)   Subject to Section 4.2, and subject to
adjustments as provided in Section 14, the total number of Shares subject
to Awards granted under the Plan, in the aggregate, may not exceed 6,250,000;
provided, however, that no Award may cause the total number of Shares subject
to all outstanding Awards to exceed 10% of the number of Shares outstanding at
the time of the Award.  The maximum
number of Shares that may underlie Awards, other than Options, granted in any
one year to any Eligible Person, shall not exceed 200,000.  Shares distributed under the Plan may be
treasury Shares or authorized but unissued Shares.  Any Shares that have been granted as Restricted
Stock or that have been reserved for distribution in payment for Options,
Phantom Shares or other equity-based Awards but are later forfeited or for any
other reason are not payable under the Plan may again be made the subject of
Awards under the Plan.  (b)   Shares
subject to Dividend Equivalent Rights, other than Dividend Equivalent Rights
based directly on the dividends payable with respect to Shares subject to
Options or the dividends payable on a number of Shares corresponding to the
number of Phantom Shares awarded, shall be subject to the limitation of Section 4.1(a).  If any Phantom Shares, Dividend Equivalent
Rights or other equity-based Awards under Section 9 are paid out in cash,
then, notwithstanding the first sentence of Section 4.1(a) above (but
subject to the second sentence thereof) the underlying Shares may again be made
the subject of Awards under the Plan.  6


(c)   The
certificates for Shares issued hereunder may include any legend which the
Committee deems appropriate to reflect any rights of first refusal or other
restrictions on transfer hereunder or under the Award Agreement, or as the
Committee may otherwise deem appropriate.  (d)   No
award may be granted under the Plan to any person who, assuming exercise of all
options and payment of all awards held by such person, would own or be deemed
to own more than 9.8% of the outstanding shares of Common Stock.  4.2           Options.  Subject to
adjustments pursuant to Section 14, and subject to the last sentence of Section 4.1(a),
Options with respect to an aggregate of no more than 6,250,000 Shares may be
granted under the Plan, or, if less, 10% of the number of Shares outstanding at
the time of grant.  Subject to
adjustments pursuant to Section 14, in no event may any Optionee receive
Options for more than 300,000 Shares in any one year.  5. PROVISIONS
APPLICABLE TO STOCK OPTIONS.  5.1           Grant of Option.  Subject to the
other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: (i) determine and designate
from time to time those Eligible Persons 
to whom Options are to be granted and the number of Shares to be
optioned to each Eligible Person; (ii) determine whether to grant
Incentive Stock Options or to grant Non-Qualified Stock Options, or both (to
the extent that any Option does not qualify as an Incentive Stock Option, it
shall constitute a separate Non-Qualified Stock Option); provided that
Incentive Stock Options may only be granted to employees; (iii) determine
the time or times when and the manner and condition in which each Option shall
be exercisable and the duration of the exercise period; (iv) designate
each Option as one intended to be an Incentive Stock Option or as a
Non-Qualified Stock Option; and (v) determine or impose other conditions
to the grant or exercise of Options under the Plan as it may deem appropriate.  5.2           Option Price.  The Option Price
shall be determined by the Committee on the date the Option is granted and
reflected in the Award Agreement, as the same may be amended from time to time.  Any particular Award Agreement may provide
for different Option Prices for specified amounts of Shares subject to the
Option; provided that the Option Price shall not be less than 100% of the Fair
Market Value of a Share at the time the Option is granted.  5.3           Period of Option and Vesting.  (a)   Unless
earlier expired, forfeited or otherwise terminated, each Option shall expire in
its entirety upon the 10th anniversary of the date of grant or shall have such
other term (which may be shorter, but not longer, in the case of Incentive
Stock Options) as is set forth in the applicable Award Agreement (except that,
in the case of an individual described in Section 422(b)(6) of the
Code (relating to certain 10% owners) who is granted an Incentive Stock Option,
the term of such Option shall be no more than five years from the date of
grant).  The Option shall also expire, be
forfeited and terminate at such times and in such circumstances as otherwise
provided hereunder or under the Award Agreement.  7


(b)   Each
Option, to the extent that the Optionee has not had a Termination of Service
and the Option has not otherwise lapsed, expired, terminated or been forfeited,
shall first become exercisable according to the terms and conditions set forth
in the Award Agreement, as determined by the Committee at the time of
grant.  Unless otherwise provided in the
Award Agreement, no Option (or portion thereof) shall ever be exercisable if
the Optionee has a Termination of Service before the time at which such Option
(or portion thereof) would otherwise have become exercisable, and any Option
that would otherwise become exercisable after such Termination of Service shall
not become exercisable and shall be forfeited upon such termination.  Notwithstanding the foregoing provisions of
this Section 5.3(b), Options exercisable pursuant to the schedule set
forth by the Committee at the time of grant may be fully or more rapidly
exercisable or otherwise vested at any time in the discretion of the
Committee.  Upon and after the death of
an Optionee, such Optionees Options, if and to the extent otherwise
exercisable hereunder or under the applicable Award Agreement after the
Optionees death, may be exercised by the Successors of the Optionee.  5.4           Exercisability Upon and After
Termination of Optionee.  (a)   Subject
to provisions of the Award Agreement, in the event the Optionee has a
Termination of Service other than by the Company or its Subsidiaries for Cause,
or other than by reason of death, Retirement or Disability, no exercise of an
Option may occur after the expiration of the three-month period to follow the
termination, or if earlier, the expiration of the term of the Option as
provided under Section 5.3(a); provided that, if the Optionee should die
after the Termination of Service, such termination being for a reason other
than Disability or Retirement, but while the Option is still in effect, the
Option (if and to the extent otherwise exercisable by the Optionee at the time
of death) may be exercised until the earlier of (i) one year from the date
of the Termination of Service of the Optionee, or (ii) the date on which
the term of the Option expires in accordance with Section 5.3(a).  (b)   Subject
to provisions of the Award Agreement, in the event the Optionee has a
Termination of Service on account of death or Disability or Retirement, the
Option (whether or not otherwise exercisable) may be exercised until the
earlier of (i) one year from the date of the Termination of Service of the
Optionee, or (ii) the date on which the term of the Option expires in
accordance with Section 5.3.  (c)   Notwithstanding
any other provision hereof, unless otherwise provided in the Award Agreement,
if the Optionee has a Termination of Service by the Company for Cause, the
Optionees Options, to the extent then unexercised, shall thereupon cease to be
exercisable and shall be forfeited forthwith.  5.5           Exercise of Options.  (a)   Subject
to vesting, restrictions on exercisability and other restrictions provided for
hereunder or otherwise imposed in accordance herewith, an Option may be
exercised, and payment in full of the aggregate Option Price made, by an
Optionee only by written notice (in the form prescribed by the Committee) to
the Company specifying the number of Shares to be purchased.  (b)   Without
limiting the scope of the Committees discretion hereunder, the Committee may
impose such other restrictions on the exercise of Incentive Stock Options
(whether or not in the nature of the foregoing restrictions) as it may deem
necessary or appropriate.  8


5.6           Payment.  (a)   The
aggregate Option Price shall be paid in full upon the exercise of the
Option.  Payment must be made by one of
the following methods:  (i)            a certified or bank cashiers check;  (ii)           subject to Section 12(e), the
proceeds of a Company loan program or third-party sale program or a notice
acceptable to the Committee given as consideration under such a program, in
each case if permitted by the Committee in its discretion, if such a program
has been established and the Optionee is eligible to participate therein;  (iii)          if approved by the Committee in its
discretion, Shares of previously owned Common Stock, which have been previously
owned for more than six months, having an aggregate Fair Market Value on the
date of exercise equal to the aggregate Option Price; or  (iv)          by any combination of such methods of
payment or any other method acceptable to the Committee in its discretion.  (b)   Except
in the case of Options exercised by certified or bank cashiers check, the
Committee may impose limitations and prohibitions on the exercise of Options as
it deems appropriate, including, without limitation, any limitation or
prohibition designed to avoid accounting consequences which may result from the
use of Common Stock as payment upon exercise of an Option.  (c)   The
Committee may provide that no Option may be exercised with respect to any
fractional Share.  Any fractional Shares
resulting from an Optionees exercise that is accepted by the Company shall in
the discretion of the Committee be paid in cash.  5.7           Stock Appreciation Rights.  The Committee, in
its discretion, may (taking into account, without limitation, the application
of Section 409A of the Code, as the Committee may deem appropriate) also
permit the Optionee to elect to exercise an Option by receiving a combination
of Shares and cash, or, in the discretion of the Committee, either Shares or
solely in cash, with an aggregate Fair Market Value (or, to the extent of
payment in cash, in an amount) equal to the excess of the Fair Market Value of
the Shares with respect to which the Option is being exercised over the
aggregate Option Price, as determined as of the day the Option is exercised.  5.8           Exercise by Successors.  An Option may be
exercised, and payment in full of the aggregate Option Price made, by the
Successors of the Optionee only by written notice (in the form prescribed by
the Committee) to the Company specifying the number of Shares to be purchased.  Such notice shall state that the aggregate
Option Price will be paid in full, or that the Option will be exercised as
otherwise provided hereunder, in the discretion of the Company or the
Committee, if and as applicable.  9


5.9           Nontransferability of Option.  Each Option
granted under the Plan shall be nontransferable by the Optionee except by will
or the laws of descent and distribution of the state wherein the Optionee is
domiciled at the time of his death; provided, however, that the Committee may
(but need not) permit other transfers, where the Committee concludes that such
transferability (i) does not result in accelerated U.S. federal income
taxation, (ii) does not cause any Option intended to be an Incentive Stock
Option to fail to be described in Section 422(b) of the Code, and (iii) is
otherwise appropriate and desirable.  5.10   Deferral.  Except as provided
in the Award Agreement, the Committee may establish a program (taking into
account, without limitation, the application of Section 409A of the Code,
as the Committee may deem appropriate) under which Participants will have
Phantom Shares subject to Section 7 credited upon their exercise of
Options, rather than receiving Shares at that time.  5.11   Certain
Incentive Stock Option Provisions.  (a)  The
aggregate Fair Market Value, determined as of the date an Option is granted, of
the Common Stock for which any Optionee may be awarded Incentive Stock Options
which are first exercisable by the Optionee during any calendar year under the
Plan (or any other stock option plan required to be taken into account under Section 422(d) of
the Code) shall not exceed $100,000.  (b)  If
Shares acquired upon exercise of an Incentive Stock Option are disposed of in a
disqualifying disposition within the meaning of Section 422 of the Code by
an Optionee prior to the expiration of either two years from the date of grant
of such Option or one year from the transfer of Shares to the Optionee pursuant
to the exercise of such Option, or in any other disqualifying disposition
within the meaning of Section 422 of the Code, such Optionee shall notify
the Company in writing as soon as practicable thereafter of the date and terms
of such disposition and, if the Company (or any affiliate thereof) thereupon
has a tax-withholding obligation, shall pay to the Company (or such affiliate)
an amount equal to any withholding tax the Company (or affiliate) is required
to pay as a result of the disqualifying disposition.  (c)  The
Option Price with respect to each Incentive Stock Option shall not be less than
100%, or 110% in the case of an individual described in Section 422(b)(6) of
the Code (relating to certain 10% owners), of the Fair Market Value of a Share
on the day the Option is granted.  In the
case of an individual described in Section 422(b)(6) of the Code who
is granted an Incentive Stock Option, the term of such Option shall be no more
than five years from the date of grant.  6. PROVISIONS
APPLICABLE TO RESTRICTED STOCK.  6.1           Grant of Restricted Stock.  (a)   In
connection with the grant of Restricted Stock, whether or not performance goals
(as provided for under Section 10) apply thereto, the Committee shall
establish one or more vesting periods with respect to the shares of Restricted
Stock granted, the length of which shall be determined in the discretion of the
Committee.  Subject to the provisions of
this Section 6, the applicable Award Agreement and the other provisions of
the Plan, restrictions on Restricted Stock shall lapse if the Grantee satisfies
all applicable employment or other service requirements through the end of the
applicable vesting period.  10


(b)   Subject
to the other terms of the Plan, the Committee may, in its discretion as
reflected by the terms of the applicable Award Agreement:  (i) authorize the granting of Restricted
Stock to Eligible Persons; (ii) provide a specified purchase price for the
Restricted Stock (whether or not the payment of a purchase price is required by
any state law applicable to the Company); (iii) determine the restrictions
applicable to Restricted Stock and (iv) determine or impose other
conditions, including any applicable performance goals, to the grant of
Restricted Stock under the Plan as it may deem appropriate.  6.2           Certificates.  (a)   Unless
otherwise provided by the Committee, each Grantee of Restricted Stock shall be
issued a stock certificate in respect of Shares of Restricted Stock awarded
under the Plan.  Each such certificate shall
be registered in the name of the Grantee. Without limiting the generality of Section 4.1(c),
the certificates for Shares of Restricted Stock issued hereunder may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer hereunder or under the Award Agreement, or as the Committee may
otherwise deem appropriate, and, without limiting the generality of the
foregoing, shall bear a legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following form:  The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the Gramercy
Capital Corp. Amended and Restated 2004 Equity Incentive Plan and an Award
Agreement entered into between the registered owner and Gramercy Capital Corp.
Copies of such Plan and Award Agreement are on file in the offices of Gramercy
Capital Corp., at 420 Lexington Avenue, New York, New York 10170.  (b)   The
Committee shall require that any stock certificates evidencing such Shares be
held in custody by the Company until the restrictions hereunder shall have
lapsed, and that, as a condition of any Award of Restricted Stock, the Grantee
shall have delivered to the Company a stock power, endorsed in blank, relating
to the stock covered by such Award.  If
and when such restrictions so lapse, the stock certificates shall be delivered
by the Company to the Grantee or his or her designee as provided in Section 6.3
(and the stock power shall be so delivered or shall be discarded).  6.3           Restrictions and Conditions.  Unless otherwise
provided by the Committee, the Shares of Restricted Stock awarded pursuant to
the Plan shall be subject to the following restrictions and conditions:  (i)            Subject to the provisions of the
Plan and the Award Agreements, during a period commencing with the date of such
Award and ending on the date the period of forfeiture with respect to such
Shares lapses, the Grantee shall not be permitted voluntarily or involuntarily
to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of
Restricted Stock awarded under the Plan (or have such Shares attached or
garnished).  Subject to the provisions of
the Award Agreements and clause (iii) below, the period of forfeiture with
respect to Shares granted hereunder shall lapse as provided in the applicable
Award Agreement.  Notwithstanding the
foregoing, unless otherwise expressly provided by the Committee, the period of
forfeiture with respect to such Shares shall only lapse as to whole Shares.  11


(ii)           Except as provided in the foregoing
clause (i), below in this clause (ii) or in Section 14, or as
otherwise provided in the applicable Award Agreement, the Grantee shall have,
in respect of the Shares of Restricted Stock, all of the rights of a
shareholder of the Company (including the right to vote the Shares).  Unless otherwise provided in the Award
Agreement, all cash dividends on Shares paid during the Restriction Period
shall be paid directly to, and retained by, the Company in its own capacity,
and shall not at any time be paid over to or retained by the Grantee, whether
or not the Restriction Period ends; in the event that such dividends are, notwithstanding
the foregoing, erroneously paid to the Grantee, they shall be paid by the
Grantee to the Company promptly, and in no event more than three business days
after, they are received by the Grantee. 
Certificates for Shares (not subject to restrictions hereunder) shall be
delivered to the Grantee or his or her designee promptly after, and only after,
the period of forfeiture shall lapse without forfeiture in respect of such
Shares of Restricted Stock.  (iii)          Except as otherwise provided in the
applicable Award Agreement, if the Grantee has a Termination of Service by the
Company and its Subsidiaries for Cause, or by the Grantee for any reason,
during the applicable period of forfeiture, then (A) all Shares still
subject to restriction shall thereupon, and with no further action, be
forfeited by the Grantee, and (B) the Company shall pay to the Grantee as
soon as practicable (and in no event more than 30 days) after such termination
an amount equal to the lesser of (x) the amount paid by the Grantee for
such forfeited Restricted Stock as contemplated by Section 6.1, and (y) the
Fair Market Value on the date of termination of the forfeited Restricted Stock.  7. PROVISIONS
APPLICABLE TO PHANTOM SHARES.  7.1           Grant of Phantom Shares.  Subject to the
other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: 
(i) authorize the granting of Phantom Shares to Eligible Persons
and (ii) determine or impose other conditions to the grant of Phantom Shares
under the Plan as it may deem appropriate.  7.2           Term.  The Committee may
provide in an Award Agreement that any particular Phantom Share shall expire at
the end of a specified term.  7.3           Vesting.  Phantom Shares
shall vest as provided in the applicable Award Agreement.  7.4           Settlement of Phantom Shares.  (a)   Each
vested and outstanding Phantom Share shall be settled by the transfer to the
Grantee of one Share; provided that, the Committee at the time of grant may
provide that a Phantom Share may be settled (i) in cash at the applicable
Phantom Share Value, (ii) in cash or by transfer of Shares as elected by
the Grantee in accordance with procedures established by the Committee or (iii) in
cash or by transfer of Shares as elected by the Company.  12


(b)   Phantom
Shares shall be settled with a single-sum payment by the Company; provided
that, with respect to Phantom Shares of a Grantee which have a common
Settlement Date, the Committee may permit the Grantee to elect in accordance
with procedures established by the Committee (taking into account, without
limitation, Section 409A of the Code, as the Committee may deem
appropriate) to receive installment payments over a period not to exceed 10
years.  (c)   (i) Unless
otherwise provided in the applicable Award Agreement, the Settlement Date
with respect to a Phantom Share is the first day of the month to follow the
date on which the Phantom Share vests; provided that a Grantee may elect, in
accordance with procedures to be established by the Committee, that such
Settlement Date will be deferred as elected by the Grantee to the first day of
the month to follow the Grantees Termination of Service, or such other time as
may be permitted by the Committee.  Unless
otherwise determined by the Committee, any revised elections under this Section 7.4(c)(i) must,
except as may otherwise be permitted under the rules applicable under Section 409A
of the Code, (A) not be effective for at least one year after they are made,
or, in the case of payments to commence at a specific time, be made at least
one year before the first scheduled payment and (B) defer the commencement
of distributions (and each affected distribution) for at least five years.  (ii)           Notwithstanding Section 7.4(c)(i),
the Committee may provide that distributions of Phantom Shares can be elected
at any time in those cases in which the Phantom Share Value is determined by
reference to Fair Market Value to the extent in excess of a base value, rather
than by reference to unreduced Fair Market Value.  (iii)          Notwithstanding the foregoing, the
Settlement Date, if not earlier pursuant to this Section 7.4(c), is the
date of the Grantees death.  (d)   Notwithstanding
the other provisions of this Section 7 (taking into account, without
limitation, the application of Section 409A of the Code, as the Committee
may deem appropriate), in the event of a Change in Control, the Settlement Date
shall be the date of such Change in Control and all amounts due with respect to
Phantom Shares to a Grantee hereunder shall be paid as soon as practicable (but
in no event more than 30 days) after such Change in Control, unless such
Grantee elects otherwise in accordance with procedures established by the
Committee.  (e)   Notwithstanding
any other provision of the Plan, a Grantee may receive any amounts to be paid
in installments as provided in Section 7.4(b) or deferred by the
Grantee as provided in Section 7.4(c) in the event of an Unforeseeable
Emergency.  For these purposes, an Unforeseeable
Emergency, as determined by the Committee in its sole discretion, is a severe
financial hardship to the Grantee resulting from a sudden and unexpected
illness or accident of the Grantee or dependent, as defined in Section 152(a) of
the Code, of the Grantee, loss of the Grantees property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Grantee. 
The circumstances that will constitute an Unforeseeable Emergency will
depend upon the facts of each case, but, in any case, payment may not be made
to the extent that such hardship is or may be relieved:  (i)            through reimbursement or
compensation by insurance or otherwise,  (ii)           by liquidation of the Grantees assets,
to the extent the liquidation of such assets would not itself cause severe
financial hardship, or  (iii)          by future cessation of the making of
additional deferrals under Section 7.4 (b) and (c).  13


Without limitation, the need to send a Grantees child to college or
the desire to purchase a home shall not constitute an Unforeseeable
Emergency.  Distributions of amounts
because of an Unforeseeable Emergency shall be permitted to the extent
reasonably needed to satisfy the emergency need.  7.5           Other Phantom Share Provisions.  (a)   Rights
to payments with respect to Phantom Shares granted under the Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, garnishment, levy, execution, or other legal
or equitable process, either voluntary or involuntary; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or
garnish, or levy or execute on any right to payments or other benefits payable
hereunder, shall be void.  (b)   A
Grantee may designate in writing, on forms to be prescribed by the Committee, a
beneficiary or beneficiaries to receive any payments payable after his or her
death and may amend or revoke such designation at any time.  If no beneficiary designation is in effect at
the time of a Grantees death, payments hereunder shall be made to the Grantees
estate.  If a Grantee with a vested
Phantom Share dies, such Phantom Share shall be settled and the Phantom Share
Value in respect of such Phantom Shares paid, and any payments deferred
pursuant to an election under Section 7.4(c) shall be accelerated and
paid, as soon as practicable (but no later than 60 days) after the date of
death to such Grantees beneficiary or estate, as applicable.  (c)   The
Committee may (taking into account, without limitation, the application of Section 409A
of the Code, as the Committee may deem appropriate) establish a program under
which distributions with respect to Phantom Shares may be deferred for periods
in addition to those otherwise contemplated by foregoing provisions of this Section 7.  Such program may include, without limitation,
provisions for the crediting of earnings and losses on unpaid amounts, and, if permitted
by the Committee, provisions under which Participants may select from among
hypothetical investment alternatives for such deferred amounts in accordance
with procedures established by the Committee.  (d)   Notwithstanding
any other provision of this Section 7, any fractional Phantom Share will
be paid out in cash at the Phantom Share Value as of the Settlement Date.  (e)   No
Phantom Share shall be construed to give any Grantee any rights with respect to
Shares or any ownership interest in the Company.  Except as may be provided in accordance with Section 8,
no provision of the Plan shall be interpreted to confer upon any Grantee any
voting, dividend or derivative or other similar rights with respect to any
Phantom Share.  7.6           Claims Procedures.  (a)   To
the extent that the Plan is determined by the Committee to be subject to the
Employee Retirement Income Security Act of 1974, as amended, the Grantee, or
his beneficiary hereunder or authorized representative, may file a claim for
payments with respect to Phantom Shares under the Plan by written communication
to the Committee or its designee.  A
claim is not considered filed until such communication is actually
received.  Within 90 days (or, if special
circumstances require an extension of time for processing, 180 days, in which
case notice of such special circumstances should be provided within the initial
90-day period) after the filing of the claim, the Committee will either:  (i)            approve the claim and take
appropriate steps for satisfaction of the claim; or  14


(ii)           if the claim is wholly or partially
denied, advise the claimant of such denial by furnishing to him a written
notice of such denial setting forth (A) the specific reason or reasons for
the denial; (B) specific reference to pertinent provisions of the Plan on
which the denial is based and, if the denial is based in whole or in part on
any rule of construction or interpretation adopted by the Committee, a
reference to such rule, a copy of which shall be provided to the claimant; (C) a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of the reasons why such
material or information is necessary; and (D) a reference to this Section 7.6
as the provision setting forth the claims procedure under the Plan.  (b)           The claimant may request a review of
any denial of his claim by written application to the Committee within 60 days
after receipt of the notice of denial of such claim.  Within 60 days (or, if special circumstances
require an extension of time for processing, 120 days, in which case notice of
such special circumstances should be provided within the initial 60-day period)
after receipt of written application for review, the Committee will provide the
claimant with its decision in writing, including, if the claimants claim is
not approved, specific reasons for the decision and specific references to the
Plan provisions on which the decision is based.  8. PROVISIONS
APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.  8.1           Grant of Dividend Equivalent
Rights.  Subject to the
other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the Award Agreements, authorize the granting of Dividend
Equivalent Rights to Eligible Persons based on the regular cash dividends
declared on Common Stock, to be credited as of the dividend payment dates,
during the period between the date an Award is granted, and the date such Award
is exercised, vests or expires, as determined by the Committee.  Such Dividend Equivalent Rights shall be
converted to cash or additional Shares by such formula and at such time and
subject to such limitation as may be determined by the Committee.  With respect to Dividend Equivalent Rights
granted with respect to Options intended to be qualified performance-based
compensation for purposes of Section 162(m) of the Code, such
Dividend Equivalent Rights shall be payable regardless of whether such Option
is exercised.  If a Dividend Equivalent
Right is granted in respect of another Award hereunder, then, unless otherwise
stated in the Award Agreement, in no event shall the Dividend Equivalent Right
be in effect for a period beyond the time during which the applicable portion
of the underlying Award is in effect.  8.2           Certain Terms.  (a)   The
term of a Dividend Equivalent Right shall be set by the Committee in its
discretion.  (b)   Unless
otherwise determined by the Committee, except as contemplated by Section 8.4,
a Dividend Equivalent Right is exercisable or payable only while the
Participant is an Eligible Person.  (c)   Payment
of the amount determined in accordance with Section 8.1 shall be in cash,
in Common Stock or a combination of the both, as determined by the Committee.  (d)   The
Committee may impose such employment-related conditions on the grant of a
Dividend Equivalent Right as it deems appropriate in its discretion.  15


8.3           Other Types of Dividend Equivalent
Rights.  The Committee may
establish a program under which Dividend Equivalent Rights of a type whether or
not described in the foregoing provisions of this Section 8 may be granted
to Participants.  For example, and
without limitation, the Committee may grant a dividend equivalent right in
respect of each Share subject to an Option or with respect to a Phantom Share,
which right would consist of the right (subject to Section 8.4) to receive
a cash payment in an amount equal to the dividend distributions paid on a Share
from time to time.  8.4           Deferral.  The Committee may
establish a program (taking into account, without limitation, the possible
application of Section 409A of the Code, as the Committee may deem appropriate)
under which Participants (i) will have Phantom Shares credited, subject to
the terms of Sections 7.4 and 7.5 as though directly applicable with respect
thereto, upon the granting of Dividend Equivalent Rights, or (ii) will
have payments with respect to Dividend Equivalent Rights deferred.  In the case of the foregoing clause (ii),
such program may include, without limitation, provisions for the crediting of
earnings and losses on unpaid amounts, and, if permitted by the Committee,
provisions under which Participants may select from among hypothetical
investment alternatives for such deferred amounts in accordance with procedures
established by the Committee.  9. OTHER
EQUITY-BASED AWARDS.  The Board shall
have the right to grant other Awards based upon the Common Stock having such
terms and conditions as the Board may determine, including, without limitation,
the grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.  10. PERFORMANCE
GOALS.  The Committee, in
its discretion, (i) may establish one or more performance goals as a
precondition to the issuance or vesting of Awards, and (ii) provide, in
connection with the establishment of the performance goals, for predetermined
Awards to those Participants (who continue to meet all applicable eligibility
requirements) with respect to whom the applicable performance goals are
satisfied.  In the case of any grant
intended to qualify as performance based compensation under Section 162(m) of
the Code (including, for these purposes, grants constituting performance based
compensation, as determined without regard to certain shareholder approval and
disclosure requirements by virtue of an applicable transition rule), the
Committee shall establish goals intended to be performance goals as
contemplated by Section 162(m) and the regulations thereunder.  11. TAX
WITHHOLDING.  11.1         In General.  The Company shall
be entitled to withhold from any payments or deemed payments any amount of tax
withholding determined by the Committee to be required by law.  Without limiting the generality of the
foregoing, the Committee may, in its discretion, require the Participant to pay
to the Company at such time as the Committee determines the amount that the
Committee deems necessary to satisfy the Companys obligation to withhold
federal, state or local income or other taxes incurred by reason of (i) the
exercise of any Option, (ii) the lapsing of any restrictions applicable to
any Restricted  16


Stock, (iii) the receipt of a distribution in respect of Phantom
Shares or Dividend Equivalent Rights or (iv) any other applicable
income-recognition event (for example, an election under Section 83(b) of
the Code).  11.2         Share Withholding.  (a)   Upon
exercise of an Option, the Optionee may, if approved by the Committee in its
discretion, make a written election to have Shares then issued withheld by the
Company from the Shares otherwise to be received, or to deliver previously
owned Shares, in order to satisfy the liability for such withholding
taxes.  In the event that the Optionee
makes, and the Committee permits, such an election, the number of Shares so
withheld or delivered shall have an aggregate Fair Market Value on the date of
exercise sufficient to satisfy the applicable withholding taxes.  Where the exercise of an Option does not give
rise to an obligation by the Company to withhold federal, state or local income
or other taxes on the date of exercise, but may give rise to such an obligation
in the future, the Committee may, in its discretion, make such arrangements and
impose such requirements as it deems necessary or appropriate.  (b)   Upon
lapsing of restrictions on Restricted Stock (or other income-recognition
event), the Grantee may, if approved by the Committee in its discretion, make a
written election to have Shares withheld by the Company from the Shares
otherwise to be released from restriction, or to deliver previously owned
Shares (not subject to restrictions hereunder), in order to satisfy the
liability for such withholding taxes.  In
the event that the Grantee makes, and the Committee permits, such an election,
the number of Shares so withheld or delivered shall have an aggregate Fair Market
Value on the date of exercise sufficient to satisfy the applicable withholding
taxes.  (c)   Upon
the making of a distribution in respect of Phantom Shares or Dividend
Equivalent Rights, the Grantee may, if approved by the Committee in its
discretion, make a written election to have amounts (which may include Shares)
withheld by the Company from the distribution otherwise to be made, or to
deliver previously owned Shares (not subject to restrictions hereunder), in
order to satisfy the liability for such withholding taxes.  In the event that the Grantee makes, and the
Committee permits, such an election, any Shares so withheld or delivered shall
have an aggregate Fair Market Value on the date of exercise sufficient to
satisfy the applicable withholding taxes.  11.3         Withholding Required.  Notwithstanding
anything contained in the Plan or the Award Agreement to the contrary, the
Participants satisfaction of any tax-withholding requirements imposed by the
Committee shall be a condition precedent to the Companys obligation as may
otherwise be provided hereunder to provide Shares to the Participant and to the
release of any restrictions as may otherwise be provided hereunder, as
applicable; and the applicable Option, Restricted Stock, Phantom Shares or Dividend
Equivalent Rights shall be forfeited upon the failure of the Participant to
satisfy such requirements with respect to, as applicable, (i) the exercise
of the Option, (ii) the lapsing of restrictions on the Restricted Stock
(or other income-recognition event) or (iii) distributions in respect of
any Phantom Share or Dividend Equivalent Right.  12. REGULATIONS
AND APPROVALS.  (a)   The
obligation of the Company to sell Shares with respect to an Award granted under
the Plan shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the obtaining
of all such approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.  17


(b)   The
Committee may make such changes to the Plan as may be necessary or appropriate
to comply with the rules and regulations of any government authority or to
obtain tax benefits applicable to an Award.  (c)   Each
grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in
respect thereof) or Dividend Equivalent Rights (or issuance of Shares in
respect thereof), or other Award under Section 9 (or issuance of Shares in
respect thereof), is subject to the requirement that, if at any time the
Committee determines, in its discretion, that the listing, registration or
qualification of Shares issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issuance of Options, Shares of
Restricted Stock, Phantom Shares, Dividend Equivalent Rights, other Awards or
other Shares, no payment shall be made, or Phantom Shares or Shares issued or
grant of Restricted Stock or other Award made, in whole or in part, unless
listing, registration, qualification, consent or approval has been effected or
obtained free of any conditions in a manner acceptable to the Committee.  (d)   In
the event that the disposition of stock acquired pursuant to the Plan is not
covered by a then current registration statement under the Securities Act, and
is not otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required under the Securities Act, and the
Committee may require any individual receiving Shares pursuant to the Plan, as
a condition precedent to receipt of such Shares, to represent to the Company in
writing that such Shares are acquired for investment only and not with a view
to distribution and that such Shares will be disposed of only if registered for
sale under the Securities Act or if there is an available exemption for such
disposition.  (e)   Notwithstanding
any other provision of the Plan, the Company shall not be required to take or
permit any action under the Plan or any Award Agreement which, in the
good-faith determination of the Company, would result in a material risk of a
violation by the Company of Section 13(k) of the Exchange Act.  13. INTERPRETATION
AND AMENDMENTS; OTHER RULES.  The Committee may
make such rules and regulations and establish such procedures for the
administration of the Plan as it deems appropriate.  Without limiting the generality of the foregoing,
the Committee may (i) determine the extent, if any, to which Options,
Phantom Shares or Shares (whether or not Shares of Restricted Stock) or
Dividend Equivalent Rights shall be forfeited (whether or not such forfeiture
is expressly contemplated hereunder); (ii) interpret the Plan and the
Award Agreements hereunder, with such interpretations to be conclusive and
binding on all persons and otherwise accorded the maximum deference permitted
by law, provided that the Committees interpretation shall not be entitled to
deference on and after a Change in Control except to the extent that such
interpretations are made exclusively by members of the Committee who are
individuals who served as Committee members before the Change in Control; and (iii) take
any other actions and make any other determinations or decisions that it deems
necessary or appropriate in connection with the Plan or the administration or
interpretation thereof.  In the event of
any dispute or disagreement as to the interpretation of the Plan or of any
rule, regulation or procedure, or as to any question, right or obligation
arising from or related to the Plan, the decision of the Committee, except as
provided in clause (ii) of the foregoing sentence, shall be final and
binding upon all persons.  Unless
otherwise expressly provided hereunder, the Committee, with respect to any
grant, may exercise its discretion hereunder at the time of the Award or
thereafter.  The Board may amend the Plan
as it shall deem advisable, except that no amendment may adversely affect a
Participant with respect to an Award previously granted unless such amendments
are required in order to comply with applicable laws; provided, however, that
the Plan may not be amended without shareholder  18


approval in any case in which amendment in the absence of shareholder
approval would cause the Plan to fail to comply with any applicable legal
requirement or applicable exchange or similar rule.  14. CHANGES IN
CAPITAL STRUCTURE.  (a)   If
(i) the Company or its Subsidiaries shall at any time be involved in a
merger, consolidation, dissolution, liquidation, reorganization, exchange of
shares, sale of all or substantially all of the assets or stock of the Company
or its Subsidiaries or a transaction similar thereto, (ii) any stock
dividend, stock split, reverse stock split, stock combination,
reclassification, recapitalization or other similar change in the capital
structure of the Company or its Subsidiaries, or any distribution to holders of
Common Stock other than cash dividends, shall occur or (iii) any other
event shall occur which in the judgment of the Committee necessitates action by
way of adjusting the terms of the outstanding Awards, then:  (x) the
maximum aggregate number of Shares which may be made subject to Options and
Dividend Equivalent Rights under the Plan after the effective date hereof, the
maximum aggregate number and kind of Shares of Restricted Stock that may be
granted under the Plan after the effective date hereof, the maximum aggregate
number of Phantom Shares and other Awards which may be granted under the Plan
after the effective date hereof, shall be appropriately adjusted by the
Committee; and  (y) with
respect to Awards issued on or after the effective date hereof, the Committee
shall take any such action as shall be necessary to maintain each Participants
rights hereunder (including under their Award Agreements) with respect to
Options, Phantom Shares and Dividend Equivalent Rights (and, as appropriate, other
Awards under Section 9), so that they are substantially proportionate to
the rights existing in such Options, Phantom Shares and Dividend Equivalent
Rights (and other Awards under Section 9) prior to such event, including,
without limitation, adjustments in (A) the number of Options, Phantom
Shares and Dividend Equivalent Rights (and other Awards under Section 9)
granted, (B) the number and kind of shares or other property to be
distributed in respect of Options, Phantom Shares and Dividend Equivalent Rights
(and other Awards under Section 9 as applicable), (C) the Option
Price and Phantom Share Value, and (D) performance-based criteria
established in connection with Awards; provided that, the foregoing clause (D) shall
also be applied in the case of any event relating to a Subsidiary if the event
would have been covered under this Section 14(a) had the event
related to the Company.  For purposes of
clause (x) and this clause (y), the manner in which any of the above
described adjustments are made shall in all events be subject to approval of
the Committee.  To the extent that such action shall include an increase or decrease in
the number of Shares (or units of other property then available) subject to all
outstanding Awards, the number of Shares (or units) available under Section 4
shall be increased or decreased, as the case may be, proportionately, as may be
determined by the Committee.  (b)   Any
Shares or other securities distributed to a Grantee with respect to Restricted
Stock or otherwise issued in substitution of Restricted Stock shall be subject
to the restrictions and requirements imposed by Section 6, including
depositing the certificates therefor with the Company together with a stock
power and bearing a legend as provided in Section 6.2(a).  (c)   If
the Company shall be consolidated or merged with another corporation or other
entity, each Grantee who has received Restricted Stock that is then subject to
restrictions imposed by  19


Section 6.3(a) may be required to deposit with the successor
corporation the certificates, if any, for the stock or securities or the other
property that the Grantee is entitled to receive by reason of ownership of
Restricted Stock in a manner consistent with Section 6.2(b), and such
stock, securities or other property shall become subject to the restrictions
and requirements imposed by Section 6.3(a), and the certificates therefor
or other evidence thereof shall bear a legend similar in form and substance to
the legend set forth in Section 6.2(a).  (d)   If
a Change in Control shall occur, then the Committee, as constituted immediately
before the Change in Control, may make such adjustments as it, in its
discretion, determines are necessary or appropriate in light of the Change in
Control, provided that the Committee determines that such adjustments do not
have an adverse economic impact on the Participant as determined at the time of
the adjustments.  (e)   The
judgment of the Committee with respect to any matter referred to in this Section 13
shall be conclusive and binding upon each Participant without the need for any
amendment to the Plan.  15. MISCELLANEOUS.  15.1         No Rights to Employment or Other
Service.  Nothing in the
Plan or in any grant made pursuant to the Plan shall confer on any individual
any right to continue in the employ or other service of the Company or its
Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries and its shareholders to terminate the individuals employment or
other service at any time.  15.2         Right of First Refusal; Right of
Repurchase.  At the time of
grant, the Committee may provide in connection with any grant made under the
Plan that Shares received hereunder shall be subject to a right of first
refusal pursuant to which the Company shall be entitled to purchase such Shares
in the event of a prospective sale of the Shares, subject to such terms and
conditions as the Committee may specify at the time of grant or (if permitted
by the Award Agreement) thereafter, and to a right of repurchase, pursuant to
which the Company shall be entitled to purchase such Shares at a price
determined by, or under a formula set by, the Committee at the time of grant or
(if permitted by the Award Agreement) thereafter.  15.3         No Fiduciary Relationship.  Nothing contained
in the Plan (including without limitation Sections 7.5(c) and 8.4), and no
action taken pursuant to the provisions of the Plan, shall create or shall be
construed to create a trust of any kind, or a fiduciary relationship between
the Company or its Subsidiaries, or their officers or the Committee, on the one
hand, and the Participant, the Company, its Subsidiaries or any other person or
entity, on the other.  15.4         No Fund Created.  Any and all
payments hereunder to any Participant under the Plan shall be made from the
general funds of the Company (or, if applicable, a Participating Company), no
special or separate fund shall be established or other segregation of assets
made to assure such payments, and the Phantom Shares (including for purposes of
this Section 15.4 any accounts established to facilitate the
implementation of Section 7.4(c)) and any other similar devices issued
hereunder to account for Plan obligations do not  20


constitute Common Stock and shall not be treated as (or as giving rise
to) property or as a trust fund of any kind; provided, however, that the
Company may establish a mere bookkeeping reserve to meet its obligations
hereunder or a trust or other funding vehicle that would not cause the Plan to
be deemed to be funded for tax purposes or for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.  The obligations of the Company under the Plan
are unsecured and constitute a mere promise by the Company to make benefit
payments in the future and, to the extent that any person acquires a right to
receive payments under the Plan from the Company, such right shall be no
greater than the right of a general unsecured creditor of the Company.  (If any affiliate of the Company is or is
made responsible with respect to any Awards, the foregoing sentence shall apply
with respect to such affiliate.)  Without
limiting the foregoing, Phantom Shares and any other similar devices issued
hereunder to account for Plan obligations are solely a device for the
measurement and determination of the amounts to be paid to a Grantee under the
Plan, and each Grantees right in the Phantom Shares and any such other devices
is limited to the right to receive payment, if any, as may herein be provided.  15.5         Notices.  All notices under
the Plan shall be in writing, and if to the Company, shall be delivered to the
Board or mailed to its principal office, addressed to the attention of the
Board; and if to the Participant, shall be delivered personally, sent by
facsimile transmission or mailed to the Participant at the address appearing in
the records of the Company.  Such
addresses may be changed at any time by written notice to the other party given
in accordance with this Section 15.5.  15.6         Exculpation and Indemnification.  The Company shall
indemnify and hold harmless the members of the Board and the members of the
Committee from and against any and all liabilities, costs and expenses incurred
by such persons as a result of any act or omission to act in connection with
the performance of such persons duties, responsibilities and obligations under
the Plan, to the maximum extent permitted by law.  15.7         Compliance with Section 409A of
the Code.  (a)   Any
Award Agreement issued under the Plan that is subject to Section 409A of
the Code shall include such additional terms and conditions as may be required
to satisfy the requirements of Section 409A of the Code.  (b)   With
respect to any Award issued under the Plan that is subject to Section 409A
of the Code, and with respect to which a payment or distribution is to be made
upon a Termination of Service, if the Participant is determined by the Company
to be a specified employee within the meaning of Section 409A(a)(2)(B)(i) of
the Code and any of the Companys stock is publicly traded on an established
securities market or otherwise, such payment or distribution may not be made
before the date which is six months after the date of Termination of Service
(to the extent required under Section 409A of the Code).  (c)   Notwithstanding
any other provision of the Plan, the Board and the Committee shall administer
the Plan, and exercise authority and discretion under the Plan, to satisfy the
requirements of Section 409A of the Code or any exemption thereto.  21


15.8         Captions.  The use of
captions in this Plan is for convenience. 
The captions are not intended to provide substantive rights.  15.9         Governing Law.  THE PLAN SHALL BE
GOVERNED BY THE LAWS OF MARYLAND WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF
LAWS.  22