6. “Deferred Compensation” means the amount of Compensation not yetearned, which the Participant and the Employer mutually agree to defer on behalf of aParticipant in accordance with the provisions of the Plan, consisting of the StatedDeferral and any discretionary Company match that may be credited to a Participant’saccount from time to time.  7. “Disability” means: (a) an inability to engage in any substantial gainful activity byreason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous periodof not less than twelve (12) months, or  (b) an inability, by reason of any medical determinable physical ormental impairment which can be expected to last for a continuous period of notless than twelve (12) months, receiving income replacement benefits for aperiod of not less than three (3) months under an accident and health plancovering employees of the Company or its Affiliates.The permanence and degree of a physical or mental impairment shall be demonstratedby competent medical evidence, and a determination of disability shall be made inthe sole discretion of the Plan Administrator (defined below). The participant mayappeal the decision of the Plan Administrator (defined below) to the Board asprovided for by Article XII of the Plan. The decision of the Board shall be final. 8. “Effective Date” means the first date of a Participant’s deferral ofCompensation under the terms of the Plan.  9. “Employee” means an employee of the Company or its Affiliates,including any field marketing or co-employed (leased) employee of the Company or itsAffiliates.  10. “Eligible Employee” means an Employee who is designated by the PlanAdministrator (defined below) to be eligible to participate in this Plan, provided thatthe Employee (i) is a Highly Compensated Employee (defined below); (ii) has been anEmployee for at least two (2) full years;and is in an employee category of Senior Manager (defined below) or higher.“Eligible Employee” shall also mean an employee who was participating in or hadbenefits remaining in the Plan at the time of his retirement, death, or terminationof employment, and who retains, or whose beneficiaries retain, benefits under thePlan in accordance with its terms.  11. “Employer” means collectively the Company or its Affiliates.
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 12. “Highly Compensated Employee” means an Employee who during thepreceding Plan Year had Compensation in excess of $100,000 (as adjusted by theCommissioner of Internal Revenue for the relevant year).  13. “Participant” means those Eligible Employees who executed aParticipation Agreement.  14. “Participation Agreement” means the agreement executed by the EligibleEmployee and the Employer which evidences the mutual agreement to defer Compensation ofthe Eligible Employee pursuant to the Plan.  15. “Plan” means the Greystone Communities Nonqualified DeferredCompensation Plan.  16. “Plan Administrator” means any administrative agent designated by thePlan Administrator it deems advisable or desirable to carry out the terms andconditions of this Plan to act in furtherance of the Plan’s purpose.  17. “Plan Year” means the calendar year, beginning January 1stand ending December 31st.  18. “Stated Deferral” means the amount of Compensation elected by theParticipant to defer, as set forth in the Participation Agreement, stated as apercentage of the Participant’s Compensation.  19. “Termination of Services” means the severance of the Participant’semployment with the Employer.  20. “Unforeseeable Emergency” means severe financial hardship to theParticipant resulting from a sudden and unexpected illness or accident of theParticipant, the Participant’s spouse, or a dependent (as definedin Section 152(a) of the Code) of the Participant, loss of the Participant’sproperty due to casualty, or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of the Participant.**Article III: Administration**     This Plan shall be administered by the Plan Administrator, within the following generalguidelines: 1. For all amounts of Deferred Compensation held by the Trustee of the GreystoneCommunities Nonqualified Deferred Compensation Trust (the “Trustee”), the Trustee shallbe directed to disburse benefits in accordance with instructions from the PlanAdministrator, based upon the elections made in the Eligible Employee’s ParticipationAgreement and the terms of the Plan. Each Participation Agreement, as such may be fromtime to time amended, shall become a part of this Plan and shall be incorporated hereinby this specific reference thereto.
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 2. All Deferred Compensation amounts (if any) invested by either the PlanAdministrator or the Trustee, are, and shall remain, the assets of the Employer, andsuch amounts shall always be held by and in the name of the Employer or by and in thename of the Trustee. Such assets shall at no time be vested in any Participant orbeneficiary for whose benefit an account is or may be maintained and the rights of anyParticipant or beneficiary for whose benefit an account is or may be maintained, ifany, shall merely be that of an unsecured general creditor of the Employer.  3. An individual account shall be maintained in the name of each Participant toreflect the value of each Participant’s Deferred Compensation account. For thoseaccounts held by the Trustee, the Trustee shall be directed to charge eachParticipant’s individual Deferred Compensation account with all expenses attributableto said account’s investment and maintenance. For those accounts invested by the PlanAdministrator, the Plan Administrator shall charge each Participant’s account with allexpenses attributable to said account’s investment and maintenance.  4. The Plan Administrator shall have the power to construe the Plan, to prescriberules and regulations relating to the Plan and to make other determinations necessaryor desirable for administering the Plan. The Plan Administrator may correct any defector supply any omission or reconcile any inconsistency in the Plan in the manner and tothe extent it shall deem expedient to carry it into effect. The Plan Administratormay delegate the responsibility of performing ministerial acts in furtherance of thePlan’s purpose to administrative agents (“Administrative Agents”) as it deemsadvisable or desirable to carry out the terms and conditions of this Plan.  5. A majority of the members of the Plan Administrator shall constitute a quorum,and the Plan Administrator shall act by majority action at a meeting, except thataction permitted to be taken at a meeting may be taken without a meeting if writtenconsent thereto is given by all members of the Plan Administrator.**Article IV: Eligibility**Any Employee who is designated by the Plan Administrator shall be eligible to participate in thisPlan, provided that the Employee: 1. is a Highly Compensated Employee;  2. has been an Employee for at least two (2) full years; and  3. is in an employee category of Senior Manager or higher.
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**Article V: Participation**In Addition to the requirements and conditions of Article VI, the following provisions areapplicable to Participants: 1. Election.    The Participation Agreement shall set forth the Stated Deferral elected by theParticipant. The Stated Deferral will either (a) reduce the Compensation otherwisepayable to the Participant during the Plan Year in the manner directed by theParticipant, or, in the absence of any such direction, in the manner determined bythe Plan Administrator.    Further, upon execution of the Participation Agreement, each Participant must makean **irrevocable**election (except to the extent the Plan permits a subsequent deferralelection) regarding the timing and method of distribution of the account balancepursuant to the provisions of Article VI below. If a Participant fails to make anirrevocable election regarding the timing and method of distribution of the accountbalance, the Participant will be deemed to have elected the default provisions ofthe Participant’s Participation Agreement.  2. Timing of Election.    Each Participant must agree that Compensation for services performed during ataxable year may be deferred at the Participant’s election, only if the election todefer such Compensation is made not later than the close of the preceding taxableyear (regardless of whether the Participant is newly eligible to participate in thePlan).
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 3. Manner of Election.    The Eligible Employee shall make, in writing, the election to defer Compensation byexecuting a Participation Agreement in the form provided by the Plan Administrator.  4. Modifications to a Participation Agreement During a Current Plan Year.    To modify Plan participation, a Participant must send written notice to the PlanAdministrator requesting an amendment to this Participation Agreement. (a) Deferral Modifications.    Because the election to defer Compensation in a Plan Year must not bemade later than the close of the preceding Plan Year, no mid PlanYear modifications may be made to the Stated Deferral for a Plan Yearin which Compensation is then being deferred. Any amendment to theelected Stated Deferral will be effective only for those Plan Yearsthat begin after the end of the Plan Year in which the amendment isboth submitted by the Participant and approved by the PlanAdministrator. This amendment may include complete withdrawal fromthe Plan by the Participant for subsequent Plan Years, provided,however, that such an election will not have any effect on theamounts already deferred. If a modification of the Stated Deferralis made, such modified Stated Deferral shall also be effective forall future Plan Years.  (b) Distribution Modifications.    No modifications to the Participation Agreement may be made to**accelerate**payments from the Plan, except as provided in Article VII.Modifications to the Participation Agreement may be made to **delay**scheduled Plan distributions or change the form of the Plandistribution, if: (i) the change in election may not take effect until atleast twelve (12) months after the date theelection is made;  (ii) the first payment with respect to the new electionis deferred not less than five (5) years from thedate such payment could or would have otherwise beenmade; and  (iii) any election related to a payment at a specified timeor pursuant to a fixed schedule may not be madeless than twelve (12) months prior to the date of thefirst scheduled payment.
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**Article VI: Benefits** 1. Participant’s account accumulates as follows: (a) The Participant, in his or her Stated Deferral defersCompensation (in an amount no greater than 25% of Participant’s Compensation)each Plan Year.  (b) The Employer, each Plan Year, in its discretion, makes anadditional discretionary allocation beyond the Participant’s Stated Deferral inan amount determined by the Employer. Nothing requires the Employer to makeany additional allocation beyond the Participant’s Stated Deferral. 2. Benefits After Attainment of Age 55.    Provided that the Participant attains the age of 55 prior to termination,distributions shall be made pursuant to the election made in the Participant’sParticipation Agreement either in a lump sum payment to be paid on the sixtieth(60th) day after the Participant’s termination of employment, or in aseries of 15 equal annual installments beginning on the sixtieth (60th) day afterthe Participant’s termination and continuing for a period of 14 years thereafter.    If a Participant does not make an irrevocable election upon execution of aParticipation Agreement, the Plan Administrator shall direct the distribution of theParticipant’s entire account to the Participant on the sixtieth (60th)day following the Participant’s termination ofemployment.  3. Benefits Upon Disability.    Subject to the Claims Procedure provided by Article XII of the Agreement, when aParticipant terminates employment and is found by the Plan Administrator (or theBoard on appeal from an adverse finding by the Plan Administrator) to have suffereda Disability, the Plan Administrator (or Board as the case may be) shall direct thedistribution of the Participant’s account pursuant to that Participant’sParticipation Agreement then on file.  4. Benefits Prior to Attainment of Age 55.    If a Participant does not attain the age of 55 prior to termination of employment,the Plan Administrator shall direct the distribution of the Participant’s entireaccount to the Participant on the sixtieth (60th) day following theParticipant’s termination of employment.
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 5 Benefits Upon Death.    Upon a Participant’s death, the Plan Administrator shall direct thedistribution of the Participant’s entire account to the designatedbeneficiary on the sixtieth (60th) day after the date of theParticipant’s death.    The Participant shall designate a beneficiary by filing a written notice of suchdesignation with the Plan Administrator in such form as the Plan Administrator mayprescribe. The Participant may revoke or modify said designation at any time by asubsequent written designation in similar form. The Participant’s beneficiarydesignation shall be deemed automatically revoked in the event of the death of thebeneficiary or, if the beneficiary is the Participant’s spouse, in the event of thedissolution of the marriage unless there are one or more contingent beneficiariesdesignated who shall thereupon become the primary beneficiary. If no beneficiarydesignation is in effect at the time when any benefits payable under this Plan shallbecome due, the benefit payments shall be made to the surviving spouse of theParticipant, or, if there is no surviving spouse, the legal representative of theParticipant’s estate.**Article VII: Withdrawals**Because the Deferred Compensation Plan is primarily a retirement savings plan forselected Eligible Employees, it is generally inappropriate to withdraw amounts deferred. However,subject to the Claims Procedure provided by Article XII of the Agreement, withdrawals may be madeunder these circumstances: 1. If due to the occurrence of an Unforeseeable Emergency, after other sources offinancial relief have been exhausted, Participant may apply to the Employer for partialor total distribution prior to termination of service.    An “unforeseeable emergency” is defined in Section II(20) above, and it means asevere financial hardship to the Participant resulting from a sudden and unexpectedillness or accident of the Participant, the Participant’s spouse, or a dependent (asdefined in section 152(a) of the Code) of the Participant, loss of the Participant’sproperty due to casualty, or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of the Participant.    This requirement is met only if, as determined under regulations promulgated by theSecretary of Treasury, the amounts distributed with respect to an emergency do notexceed the amounts necessary to satisfy such emergency plus amounts necessary to paytaxes reasonably anticipated as a result of the distribution, after taking intoaccount the extent to which such hardship is or may be relieved throughreimbursement or compensation by insurance or otherwise or by liquidation of theparticipant’s assets (to the extent the liquidation of such assets would not itselfcause severe financial hardship).
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   If such application for withdrawal is approved by the Plan Administrator (or Boardif on appeal from the Plan Administrator’s determination), the withdrawal will beeffective on the date specified by the Plan Administrator (or Boardas the case maybe) in the written approval. The form and amount of payment will be in the solediscretion of the Plan Administrator (or Board as the case may be).  2. With regard to Deferred Compensation credited under this Plan, the Employershall allow lump sum withdrawals at the election of the Participant if the InternalRevenue Service later determines that any amounts deferred by the Participant areineligible for treatment as elected deferrals and the Internal Revenue Service includessuch amounts in the Participant’s gross income. The withdrawals shall be permitted inthe year in which they are allocated to the Participant’s gross income.  3. In the event of any partial withdrawal allowed under this Article VII, theParticipant’s account will be adjusted to properly reflect the withdrawal.**Article VIII: Amendment and Termination**The Board, in its sole discretion, may make any amendments to the Plan which it deems necessary ordesirable, but no such amendment shall reduce benefits accrued as of the effective date of theamendment. The Board, in its sole discretion, may terminate the Plan and discharge the Employer’sobligations hereunder in full by distributing to all Employer’s obligations hereunder to allParticipants or their beneficiaries an amount equal to their total credited deferrals anddiscretionary Employer allocation, together with all earnings on such amounts, from the dates onwhich the deferrals were made until the final date of payment to each Participant or theirbeneficiaries. The voting requirements for action to be taken by the Board pursuant to thisArticle shall be those prescribed by the Bylaws of the Company.**Article IX: Non-Assignability**Neither a Participant nor any beneficiary hereunder shall have any right to sell, assign, transferor otherwise convey the right to receive any payment hereunder. Nor shall any such payments besubject to attachment, garnishment, levy, pledge, bankruptcy, execution, or any other manner orkind in connection with any claims against the Participant or any beneficiary.
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**Article X: No Employment Guarantee**Neither this Plan nor any action taken hereunder shall be construed as giving any Participant theright to be retained as an employee of the Employer for any period of time, nor shall it constitutea contract for employment between the Employee and the Employer.**Article XI: Prohibition Against Interest**All funds or assets (including increments and accumulations thereon) which are acquired by theEmployer as a result of any Participant’s deferrals hereunder shall be an asset of the Employereven though such funds are credited to a participant’s account for bookkeeping purposes. It isexpressly understood and agreed that neither the Participant nor his beneficiaries shall have anyrights in or to such funds or assets except for rights as creditors of the Employer, and that suchfunds or assets shall be subject to the claims of the Employer’s creditors. The obligation of theEmployer to the Participants and their designated beneficiaries for the benefits provided forhereunder is a contractual obligation only. The participants and their designated beneficiarieshave no claim to any specific assets held by the Employer nor is any trust created by virtue of theadoption of this Plan.**Article XII: Claims Procedures** 1. Claims Procedure. The following claims procedures shall apply with respect tothe Plan: (a) Filing of a Claim for Benefits. If a Participant orbeneficiary (the “claimant”) believes that he is entitled to benefits under thePlan which are not being paid to him or which are not being accrued for hisbenefit, he shall file a written claim therefore with the Plan Administrator.In the event the Plan Administrator shall be the claimant, all actions whichare required to be taken by the Plan Administrator pursuant to this Article XIIshall be taken instead by another agent designated by the Company.  (b) Notification to Claimant of Decision. Within 90 daysafter receipt of a claim by the Plan Administrator (or within 180 days ifspecial circumstances require an extension of time), the Plan Administratorshall notify the claimant of the decision with regard to the claim. In theevent of such special circumstances requiring an extension of time, there shallbe furnished to the claimant prior to expiration of the initial 90-day periodwritten notice of the extension, which notice shall set forth the specialcircumstances and the date by which the decision shall befurnished. If such claim shall be wholly or partially denied, noticethereof shall be in writing and worded in a manner calculated to beunderstood by the claimant, and shall set forth:(i) the specific reason or reasons for the denial;(ii) specific reference to pertinent provisions of the Plan on whichthe denial is based;(iii) a description of any additional material or informationnecessary for the claimant to perfect the claim and an explanation ofwhy such material or information is necessary; and
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(iv) an explanation of the procedure for review of the denial and thetime limits applicable to such procedures, including a statement ofthe claimant’s right to bring a civil action under ERISA following anadverse benefit determination on review.Notwithstanding the forgoing, if the claim relates to a Participant who isDisabled, the Plan Administrator shall notify the claimant of the decisionwithin 45 days (which may be extended for an additional 30 days if requiredby special circumstances). (c) Procedure for Review. Within 60 days following receiptby the claimant of notice denying his claim, in whole or in part, or, if suchnotice shall not be given, within 60 days following the latest date on whichsuch notice could have been timely given, the claimant shall appeal denial ofthe claim by filing a written application for review with the Board. Followingsuch request for review, the Board shall fully and fairly review the decisiondenying the claim. Prior to the decision of the Board, the claimant shall begiven an opportunity to review pertinent documents and to submit issues andcomments in writing.  (d) Decision on Review. The decision on review of a claimdenied in whole or in part by the Plan Administrator shall be made in thefollowing manner:(i) Within 60 days following receipt by the Board of the request forreview (or within 120 days if special circumstances require anextension of time), the Boardshall notify the claimant in writing of its decision with regard tothe claim. In the event of such special circumstances requiring anextension of time, written notice of the extension shall be furnishedto the claimant prior to the commencement of the extension.Notwithstanding the forgoing, if the claim relates to a Participantwho is Disabled, the Board shall notify the claimant of the decisionwithin 45 days (which may be extended for an additional 45 days ifrequired by special circumstances).(ii) With respect to a claim that is denied in whole or in part, thedecision on review shall set forth specific reasons for the decision,shall be written in a manner calculated to be understood by theclaimant, and shall cite specific references to the pertinent Planprovisions on which the decision is based.(iii) The decision of the Board shall be final and conclusive.
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 (e) Action by Authorized Representative of Claimant. Allactions set forth in this Article XII to be taken by the claimant may likewisebe taken by a representative of the claimant duly authorized by him to act inhis behalf on such matters. The Plan Administrator and the Board may requiresuch evidence as either may reasonably deem necessary or advisable of theauthority to act of any such representative.  (f) Authority of the Board in Review Process. The Boardmay designate as agents persons to fulfill any review responsibility requiredof the Board by this Article XIII.**Article XIII: Applicable Law**This Plan shall be construed under the laws of the State of Texas.In W1TNESS WHEREOF, the Company has caused this Planto be signed on this 1st day ofJanuary, 2007 by duly authorized persons.                    By: /s/ Janelle Wood             It’s Corporate VP & Controller  
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