EXHIBIT 10.1


                          LIBERTY PROPERTY TRUST

               AMENDED AND RESTATED SHARE INCENTIVE PLAN

                            February 28, 2002


1.  Purpose. The Liberty Property Trust Amended and Restated Share
Incentive Plan (the "Plan") is intended to recognize the contributions
made to Liberty Property Trust (the "Company") by key employees,
consultants and advisors of the Company or an Affiliate (including
employees who are members of the Board of Trustees) of the Company or
any Affiliate, to provide such persons with additional incentive to
devote themselves to the future success of the Company or an Affiliate,
and to improve the ability of the Company or an Affiliate to attract,
retain, and motivate individuals upon whom the Company's sustained
growth and financial success depend, by providing such persons with an
opportunity to acquire or increase their proprietary interest in the
Company through receipt of rights to acquire common shares of
beneficial interest, $.001 par value per share (the "Shares"), in the
Company, and through transfers of Shares subject to conditions of
forfeiture. In addition, the Plan is intended as an additional
incentive to members of the Board of Trustees (the "Trustees") who are
not employees of the Company or an Affiliate to serve on the Board of
Trustees and to devote themselves to the future success of the Company
by providing them with an opportunity to acquire or increase their
proprietary interest in the Company through the receipt of Options to
acquire Shares.

2.  Definitions.  Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

    (a)  "Affiliate" means a corporation which is a parent corporation
or a subsidiary corporation with respect to the Company within the
meaning of Section 424(e) or (f) of the Code. In addition, "Affiliate"
means any other entity in which the Company owns an interest which
would be an Affiliate as defined in the preceding sentence but for the
fact that such entity is not a corporation. Employees of any such non-
corporate affiliate shall not be granted ISOs under the Plan.

    (b)  "Award" means a grant of Shares subject to conditions of
forfeiture made pursuant to the terms of the Plan.

    (c)  "Award Agreement" means the agreement between the Company and
a Grantee with respect to an Award made pursuant to the Plan.

    (d)  "Awardee" means a person to whom an Award has been granted
pursuant to the Plan.

    (e)  "Board of Trustees" means the Board of Trustees of the
Company.

    (f)  "Change of Control" has the meaning as set forth in Section 10
of the Plan.

    (g)  "Code" means the Internal Revenue Code of 1986, as amended.

    (h)  "Committee" has the meaning set forth in Section 3 of the
Plan.

    (i)  "Company" means Liberty Property Trust, a Maryland real estate
investment trust.

    (j)  "Disability" has the meaning set forth in Section 22(e)(3) of
the Code.

    (k)  "Fair Market Value" has the meaning set forth in Subsection
8(b) of the Plan.

    (l)  "Grantee" means a person to whom an Option or an Award has
been granted pursuant to the Plan.

    (m)  "ISO" means an Option granted under the Plan which is intended
to qualify as an "incentive stock option" within the meaning of Section
422(b) of the Code.

    (n)  "Non-employee Trustee " means a member of the Board of
Trustees who is not an employee of the Company or an Affiliate and who
qualifies both as a "non-employee director" as that term is used in
Rule 16b-3 and as an "outside director" as that term is used in
applicable IRS regulations promulgated under Code Section 162(m).

    (o)  "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or otherwise does not qualify,
as an "incentive stock option" within the meaning of Section 422(b) of
the Code.

    (p)  "Option" means either an ISO or a Non-qualified Stock Option
granted under the Plan.

    (q)  "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised and has not expired
or terminated.

    (r)  "Option Document" means the document described in Section 8 or
Section 9 of the Plan, as applicable, which sets forth the terms and
conditions of each grant of Options.

    (s)  "Option Price" means the price at which Shares may be
purchased upon exercise of an Option, as calculated pursuant to
Subsection 8(b) or Subsection 9(a) of the Plan.

    (t)  "Restricted Share" means a Share subject to conditions of
forfeiture and transfer granted to any person pursuant to an Award
under the Plan.

    (u)  "Retirement" shall mean a termination of an Optionee's
employment or services for the Company or an Affiliate at any time
after such Optionee has (i) reached age 65, (ii) attained age 55 with
at least 10 years of employment or services for the Company or an
Affiliate, or (iii) attained an age of 55 or greater which when
combined with the Optionee's years of employment or services for the
Company or an Affiliate equals 65, provided that the Compensation
Committee determines in its sole discretion that the Optionee/Awardee
has retired while in good standing.

    (v)  "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or any successor rule.

    (w)  "Section 16 Officer" means any person who is an "officer"
within the meaning of Rule 16a-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, or any successor rule.

    (x)  "Shares" means the shares of beneficial interest, $.01 par
value per share, of the Company.

    (y)  "Trustee" means a member of the Board of Trustees.

3.  Administration of the Plan.  The Plan shall be administered by the
Board of Trustees of the Company if all members of the Board of
Trustees are Non-employee Trustees; provided, however, that the Board
of Trustees may designate a committee or committee(s) of the Board of
Trustees composed of two or more of its Trustees to administer the Plan
in its stead. If any member of the Board of Trustees is not a Non-
employee Trustee, the Board of Trustees shall (i) designate a committee
composed of two or more Trustees, each of whom is a Non-employee
Trustee (the "Non-employee Trustee Committee"), to operate and
administer the Plan in its stead, (ii) designate two committees to
operate and administer the Plan in its stead, one of such committees
composed of two or more of its Non-employee Trustees (the "Non-employee
Trustee Committee") to operate and administer the Plan with respect to
the Company's Section 16 Officers and the Trustees who are not members
of the Non-employee Trustee Committee, and another committee composed
of two or more Trustees (which may include Trustees who are not Non-
employee Trustees) to operate and administer the Plan with respect to
persons other than Section 16 Officers or Trustees or (iii) designate
only one committee composed of two or more Non-employee Trustees (the
"Non-employee Trustee Committee") to operate and administer the Plan
with respect to the Company's Section 16 Officers and Trustees (other
than those Trustees serving on the Non-employee Trustee Committee) and
itself operate and administer the Plan with respect to persons other
than Section 16 Officers or Trustees. Any of such committees designated
by the Board of Trustees, and the Board of Trustees itself in its
administrative capacity with respect to the Plan, is referred to as the
"Committee." With the exception of the timing of grants of Options, the
price at which Shares may be purchased, and the number of Shares
covered by Options granted to each member of the Non-employee Trustee
Committee, all of which shall be as specifically set forth in Section
9, the other provisions set forth herein, as it pertains to members of
the Non-employee Trustee Committee, shall be administered by the Board
of Trustees.

    (a)  Meetings.  The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of
the members of the Committee or acts approved in writing by the
unanimous consent of the members of the Committee shall be the valid
acts of the Committee.

    (b)  Grants and Awards.  Except with respect to Options granted
under Subsection 8(j) and to Non-employee Trustee Committee Members
pursuant to Section 9, the Committee shall from time to time at its
discretion direct the Company to grant Options and Awards pursuant to
the terms of the Plan. The Committee shall have plenary authority to
(i) determine the persons to whom, and the times at which Options and
Awards are to be granted as well as the terms applicable to Options and
Awards, (ii) determine the type of Option to be granted and the number
of Shares subject thereto, (iii) determine the Awardees to whom, and
the times at which, Restricted Shares are granted, the number of Shares
awarded, and the purchase price per Share, if any, and (iv) approve the
form and terms and conditions of the Option Documents and Award
Agreements; all subject, however, to the express provisions of the
Plan. In making such determinations, the Committee may take into
account the nature of the Grantee's services and responsibilities, the
Grantee's present and potential contribution to the Company's success
and such other factors as it may deem relevant. Notwithstanding the
foregoing, grants of Options to Non-employee Trustee Committee Members
shall be made exclusively in accordance with Section 9 and such other
provisions of the Plan that specifically apply to such Options. The
interpretation and construction by the Committee of any provisions of
the Plan or of any Option or Award granted under it shall be final,
binding and conclusive.

    (c)  Exculpation.  No member of the Committee shall be personally
liable for monetary damages as such for any action taken or any failure
to take any action in connection with the administration of the Plan or
the granting of Options or Awards thereunder unless (i) the member of
the Committee has breached or failed to perform the duties of his
office under applicable law and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided,
however, that the provisions of this Subsection 3(c) shall not apply to
the responsibility or liability of a member of the Committee pursuant
to any criminal statute or to the liability of a member of the
Committee for the payment of taxes pursuant to local, state or federal
law.

    (d)  Indemnification.  Service on the Committee shall constitute
service as a member of the Board of Trustees. Each member of the
Committee shall be entitled without further act on his part to
indemnity from the Company to the fullest extent provided by applicable
law and the Company's Declaration of Trust and/or By-laws in connection
with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options or Awards
thereunder in which he or she may be involved by reason of his or her
being or having been a member of the Committee, whether or not he or
she continues to be such member of the Committee at the time of the
action, suit or proceeding.

4.  Grants and Awards under the Plan.  Options under the Plan may be in
the form of a Non-qualified Stock Option, an ISO, or Awards of
Restricted Shares, or any combination thereof, at the discretion of the
Committee.

5.  Eligibility.  All key employees, consultants and advisors of the
Company or an Affiliate and members of the Board of Trustees shall be
eligible to receive Options and Awards hereunder. The Committee, in its
sole discretion, shall determine whether an individual qualifies as a
key employee. Notwithstanding anything to the contrary contained
herein, consultants and advisors shall only be eligible to receive
Options or Awards provided bona fide services shall be rendered by such
persons, and such services are not in connection with a capital raising
transaction.

6.  Shares Subject to the Plan.  The aggregate maximum number of Shares
for which Options or Awards may be granted pursuant to the Plan
(including Shares for which Options or Awards were granted under the
Plan prior to this restatement) is Nine Million Nine Hundred Twenty-Six
Thousand Two Hundred Fifty-Six (9,926,256), subject to adjustment as
provided in Section 11 of the Plan. The Shares shall be issued from
authorized and unissued Shares or Shares held in or hereafter acquired
for the treasury of the Company. If an Option terminates or expires
without having been fully exercised for any reason, or if Shares
granted pursuant to an Award have been conveyed back to the Company
pursuant to the terms of an Award Agreement, the Shares for which the
Option was not exercised or the Shares that were conveyed back to the
Company may again be the subject of one or more Options or Awards
granted pursuant to the Plan.

7.  Term of the Plan.  The amended and restated Plan prior to this
amendment was effective as of February 7, 2001, the date of its
adoption by the Board of Trustees (the "Approval Date") and was
approved by the Company's shareholders on May 16, 2001.  No Option or
Award may be granted under the Plan ten years after the Approval Date.

8.  Option Documents and Terms.  Each Option granted under the Plan
shall be a Non-qualified Stock Option unless the Option shall be
specifically designated at the time of grant to be an ISO for federal
income tax purposes. To the extent any Option designated an ISO is
determined for any reason not to qualify as an incentive stock option
within the meaning of Section 422 of the Code, such Option shall be
treated as a Non- qualified Stock Option for all purposes under the
provisions of the Plan. Options granted pursuant to the Plan shall be
evidenced by the Option Documents in such form as the Committee shall
from time to time approve, which Option Documents shall comply with and
be subject to the following terms and conditions and such other terms
and conditions as the Committee shall from time to time require which
are not inconsistent with the terms of the Plan. However, the
provisions of this Section 8 shall not be applicable to Options granted
to non-employee members of the Board of Trustees, except as otherwise
provided in Subsection 9(c).

    (a)  Number of Option Shares.  Each Option Document shall state the
number of Shares to which it pertains. An Optionee may receive more
than one Option, which may include Options which are intended to be
ISO's and Options which are not intended to be ISO's, but only on the
terms and subject to the conditions and restrictions of the Plan.
Notwithstanding anything to the contrary contained herein, no employee
shall be granted Options to acquire more than Seven Hundred Fifty
Thousand (750,000) Shares during any calendar year.

    (b)  Option Price.  Each Option Document shall state the Option
Price which, for a Non-qualified Stock Option, may be less than, equal
to, or greater than the Fair Market Value of the Shares on the date the
Option is granted and, for an ISO, shall be at least 100% of the Fair
Market Value of the Shares on the date the Option is granted as
determined by the Committee in accordance with this Subsection 8(b);
provided, however, that if an ISO is granted to an Optionee who then
owns, directly or by attribution under Section 424(d) of the Code,
interests in the Company or any parent or subsidiary corporation
possessing more than ten percent of the total combined voting power of
all classes of interests of the Company or such parent or subsidiary,
then the Option Price shall be at least 110% of the Fair Market Value
of the Shares on the date the Option is granted. If the Shares are
traded in a public market, then the Fair Market Value per Share shall
be, if the Shares are listed on a national securities exchange or
included in the NASDAQ National Market System, the last reported sale
price thereof on the relevant date, or, if the Shares are not so listed
or included (or if there was no reported sale on the relevant date),
the mean between the last reported "bid" and "asked" prices thereof on
the relevant date, as reported on NASDAQ or by the exchange, as
applicable, or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable, or, in the event such method of
determination of fair market value is determined to be inaccurate or
such information as is needed for such determination as set forth above
is not available, as the Committee determines in good faith.

    (c)  Exercise.  No Option shall be deemed to have been exercised
prior to the receipt by the Company of written notice of such exercise
and of payment in full of the Option Price for the Shares to be
purchased. Each such notice shall specify the number of Shares to be
purchased and shall (unless the Shares are covered by a then current
registration statement or qualified Offering Statement under Regulation
A under the Securities Act of 1933, as amended (the "Act"), contain the
Optionee's acknowledgment in form and substance satisfactory to the
Company that (a) such Shares are being purchased for investment and not
for distribution or resale (other than a distribution or resale which,
in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act), (b) the
Optionee has been advised and understands that (i) the Shares have not
been registered under the Act and are "restricted securities" within
the meaning of Rule 144 under the Act and are subject to restrictions
on transfer and (ii) the Company is under no obligation to register the
Shares under the Act or to take any action which would make available
to the Optionee any exemption from such registration, (c) such Shares
may not be transferred without compliance with all pplicable federal
and state securities laws, and (d) an appropriate legend referring to
the foregoing restrictions on transfer and any other restrictions
imposed under the Option Documents may be endorsed on the certificates.
Notwithstanding the foregoing, if the Company determines that issuance
of Shares should be delayed pending (A) registration under federal or
state securities laws, (B) the receipt of an opinion of counsel
satisfactory to the Company that an appropriate exemption from such
registration is available, (C) the listing or inclusion of the Shares
on any securities exchange or an automated quotation system or (D) the
consent or approval of any governmental regulatory body whose consent
or approval is deemed necessary in connection with the issuance of such
Shares, the Company may defer exercise of any Option granted hereunder
until any of the events described in this sentence has occurred.

    (d)  Medium of Payment.  An Optionee shall pay for Shares (i) in
cash, (ii) by certified or cashier's check payable to the order of the
Company, or (iii) by such other mode of payment as the Committee may
approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board.
Furthermore, the Committee may provide in an Option Document that
payment may be made in whole or in part in Shares held by the Optionee.
If payment is made in whole or in part in Shares, then the Optionee
shall deliver to the Company certificates registered in the name of
such Optionee representing the Shares owned by such Optionee, free of
all liens, claims and encumbrances of every kind and having an
aggregate Fair Market Value on the date of delivery that is at least as
great as the Option Price of the Shares (or relevant portion thereof)
with respect to which such Option is to be exercised by the payment in
Shares, endorsed in blank or accompanied by stock powers duly endorsed
in blank by the Optionee. In the event that certificates for Shares
delivered to the Company represent a number of Shares in excess of the
number of Shares required to make payment for the Option Price of the
Shares (or relevant portion thereof) with respect to which such Option
is to be exercised by payment in Shares, the certificate or
certificates issued to the Optionee shall represent (i) the Shares in
respect of which payment is made, and (ii) such excess number of
Shares. Notwithstanding the foregoing, the Committee may impose from
time to time such limitations and prohibitions on the use of Shares to
exercise an Option as it deems appropriate.

    (e)  Termination of Options.

         (i)  No Option shall be exercisable after the first to occur
of the following:

              (A)  Expiration of the Option term specified in the
Option Document, which, in the case of an ISO, shall not occur after
(1) ten years from the date of grant, or (2) five years from the date
of grant of an ISO if the Optionee on the date of grant owns, directly
or by attribution under Section 424(d) of the Code, interests in the
Company or any parent or subsidiary corporation possessing more than
ten percent (10%) of the total combined voting power of all classes of
interests of the Company or such parent or subsidiary;

              (B)  The third month anniversary of the date of
termination of the Optionee's services or employment with the Company
or an Affiliate for any reason other than death, Disability or
Retirement, or the thirty-sixth month anniversary of the date of
termination of the Optionee's services or employment with the Company
or an Affiliate as a result of the Optionee's death, Disability or
Retirement;

              (C)  A finding by the Committee, after full consideration
of the facts presented on behalf of both the Company and the Optionee,
that the Optionee has breached his or her employment or service
contract with the Company or an Affiliate, or has been engaged in
disloyalty to the Company or an Affiliate, including, without
limitation, fraud, embezzlement, theft, commission of a felony or
proven dishonesty in the course of his or her employment or service, or
has disclosed trade secrets or confidential information of the Company
or an Affiliate. In such event, in addition to immediate termination of
the Option, the Optionee shall automatically forfeit all Shares for
which the Company has not yet delivered the Share certificates upon
refund by the Company of the Option Price. Notwithstanding anything
herein to the contrary, the Company may withhold delivery of Share
certificates pending the resolution of any inquiry that could lead to a
finding resulting in a forfeiture;

              (D)  The date, if any, set by the Board of Trustees as an
accelerated expiration date in the event of the liquidation or
dissolution of the Company; or

              (E)  The occurrence of such other event or events as may
be set forth in the Option Document as causing an accelerated
expiration of the Option.

                   (ii)  Notwithstanding the foregoing, the Committee
may extend the period during which all or any portion of an Option may
be exercised to a date no later than the Option term specified in the
Option Document pursuant to Subsection 8(e)(i)(A), provided that any
change pursuant to this Subsection 8(e)(ii) which would cause an ISO to
become a Non-qualified Stock Option may be made only with the consent
of the Optionee.

                   (iii)  The terms of an executive severance agreement
or other agreement between the Company and an Optionee, approved by the
Committee, whether entered into prior or subsequent to the grant of an
Option, which provide for Option exercise dates later than those set
forth in Subsection 8(e)(i) but permitted by this Subsection 8(e)(ii)
shall be deemed to be Option terms approved by the Committee and
consented to by the Optionee.

                   (iv)  Unless otherwise expressly permitted in the
Option Document, no Option granted pursuant to this Section 8 shall be
exercisable following the termination of the Optionee's services as a
member of the Board of Trustees or employment with the Company or any
Affiliate for any reason other than death, Disability, or Retirement
with respect to any Shares in excess of those which could have been
acquired by exercise of the Option on the date of such termination of
services or employment.  Unless otherwise specified in the Option
Document, upon termination of the Optionee's services as a member of
the Board of Trustees or employment with the Company or any Affiliate
as a result of death, Disability, or Retirement, the portion of the
Option not exercisable upon such termination shall become exercisable.

    (f)  Transfers.  No Option granted under the Plan may be
transferred, except by will or by the laws of descent and distribution.
During the lifetime of the person to whom an Option is granted, such
Option may be exercised only by such person.  Notwithstanding the
foregoing, (1) a Non-qualified Stock Option may be transferred pursuant
to the terms of a "qualified domestic relations order," within the
meaning of Sections 401(a)(13) and 414(p) of the Code or within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended, and (2) the Committee may provide, in an Option
Document, that an Optionee may transfer Options to his or her children,
grandchildren or spouse or to one or more trusts for the benefit of
such family members or to partnerships in which such family members are
the only partners (a "Family Transfer"), provided that the Optionee
receives no consideration for such Family Transfer and the Option
Documents relating to Options transferred in such Family Transfer
continue to be subject to the same terms and conditions that were
applicable to such Options immediately prior to the Family Transfer.

    (g)  Limitation on ISO Grants.  In no event shall the aggregate
Fair Market Value of the Shares with respect to which ISOs issued under
the Plan and incentive stock options issued under any other incentive
stock option plans of the Company or its Affiliates which are
exercisable for the first time by the Optionee during any calendar year
exceed $100,000. Any ISOs issued in excess of this limitation shall be
treated as Non-qualified Stock Options issued under the Plan. For
purposes of this subsection 8(g), the Fair Market Value of Shares shall
be determined as of the date of grant of the ISO or other incentive
stock option.

    (h)  Other Provisions.  Subject to the provisions of the Plan, the
Option Documents shall contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the
exercisability of all or any portion of an Option granted pursuant to
the Plan, additional restrictions upon the exercise of the Option or
additional limitations upon the term of the Option, as the Committee
shall deem advisable.

    (i)  Amendment.  Subject to the provisions of the Plan, the
Committee shall have the right to amend Option Documents issued to an
Optionee, subject to the Optionee's consent if such amendment is not
favorable to the Optionee, except that the consent of the Optionee
shall not be required for any amendment made pursuant to Subsection
8(e)(i)(C) or Section 10 of the Plan, as applicable.

    (j)  Five or Fewer.  No Options shall be granted under the Plan if,
taking into account the grant of such options, five or fewer
individuals would own more than 50% of the outstanding Shares, as
computed for purposes of Code Section 856(h).

9.  Special Provisions Relating to Grants of Options to Non-Employee
Members of the Board of Trustees.  Options granted pursuant to the Plan
to non-employee members of the Board of Trustees shall be granted,
without any further action by the Committee, in accordance with the
terms and conditions set forth in this Section 9. Options granted
pursuant to this Section 9 shall be evidenced by Option Documents in
such form as the Committee shall from time to time approve, which
Option Documents shall comply with and be subject to the following
terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent
with the terms of the Plan and would not cause a Non-employee Trustee
to lose his or her status as a "non-employee director" (as that term is
used for purposes of Rule 16b-3) due to the grant of Options to such
person pursuant to this Section 9.

    (a)  Timing of Grants; Number of Shares Subject of Options;
Exercisability of Options; Option Price.  Each non-employee member of
the Board of Trustees shall be granted annually, commencing on the date
of the initial public offering of Shares, and on each anniversary of
such date thereafter, an Option to purchase five thousand (5,000)
Shares provided such person is a member of the Board of Trustees on
such grant date. Each such Option shall be a Non-qualified Stock Option
exercisable with respect to twenty percent (20%) of the Shares subject
to such Option after the first anniversary of the date of grant,
exercisable with respect to fifty percent (50%) of the Shares after the
second anniversary of the date of grant, and fully exercisable after
the third anniversary of the date of grant. The Option Price shall be
equal to the Fair Market Value of the Shares on the date the Option is
granted.

    (b)  Termination of Options Granted Pursuant to Section 9.  No
Option granted pursuant to this Section 9 shall be exercisable after
the first to occur of the following:

         (i)  The tenth anniversary of the date of grant.

         (ii)  The third month anniversary of the date of termination
of the Optionee's services as a member of the Board of Trustees for any
reason other than death, Disability or Retirement.

Notwithstanding anything to the contrary contained herein, no Option
granted pursuant to this Section 9 shall be exercisable following the
termination of the Optionee's services as a member of the Board of
Trustees with respect to any Shares in excess of those which could have
been acquired by exercise of the Option on the date of such termination
of services.

    (c)  Applicability of Section 8 to Options Granted Pursuant to
Section 9.  The following provisions of Section 8 shall be applicable
to Options granted pursuant to this Section 9: Subsection 8(a)
(provided that all Options granted pursuant to this Section 9 shall be
Non-qualified Stock Options); the last sentence of Subsection 8(b);
Subsection 8(c); Subsection 8(d) (provided that Option Documents
relating to Options granted pursuant to this Section 9 shall provide
that payment may be made in whole or in part in Shares); and Subsection
8(f) (provided that Option Documents relating to Options granted
pursuant to this Section 9 shall not permit Family Transfers).

10.  Change of Control.  In the event of a Change of Control, the
Committee may take whatever action it deems necessary or desirable with
respect to the Options and Awards outstanding (other than Options
granted pursuant to Subsection 8(j) and Section 9), including, without
limitation, accelerating the expiration or termination date in the
respective Option Documents to a date no earlier than thirty (30) days
after notice of such acceleration is given to the Optionees. In
addition to the foregoing, in the event of a Change of Control, Options
granted pursuant to the Plan and held by Optionees who are employees of
the Company or an Affiliate or members of the Board of Trustees at the
time of a Change of Control shall become immediately exercisable in
full and the restrictions applicable to Restricted Shares awarded to
Awardees who are employees of the Company or an Affiliate or members of
the Board of Trustees at the time of a Change of Control shall
immediately lapse. Any amendment to this Section 10 which diminishes
the rights of Optionees, shall not be effective with respect to Options
outstanding at the time of adoption of such amendment, whether or not
such outstanding Options are then exercisable.

A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (i) the date the
shareholders of the Company (or the Board of Trustees, if shareholder
action is not required) approve a plan or other arrangement pursuant to
which the Company will be dissolved or liquidated, or (ii) the date the
shareholders of the Company (or the Board of Trustees, if shareholder
action is not Required) approve a definitive agreement to sell or
otherwise dispose of substantially all of the assets of the Company, or
(iii) the date the shareholders of the Company (or the Board of
Trustees, if shareholder action is not required) and the shareholders
of the other constituent corporation or entity (or its board of
directors or trustees if shareholder action is not required) have
approved a definitive agreement to merge or consolidate the Company
with or into such other corporation or other entity, other than, in
either case, a merger or consolidation of the Company in which holders
of Shares immediately prior to the merger or consolidation will have at
least a majority of the ownership of interests of the surviving
corporation or entity (and, if one class of common stock or other
equity interest is not the only class of voting securities entitled to
vote on the election of directors or trustees of the surviving entity,
a majority of the voting power of the surviving entity's voting
securities) immediately after the merger or consolidation, which equity
interest (and, if applicable, voting securities) is to be held in the
same proportion as such holders' ownership of Shares immediately before
the merger or consolidation, or (iv) the first day, after the date this
Plan is effective on which there has occurred a change in the Majority
of the positions on the Board of Trustees or if any person (or any
group of associated persons acting in concert) acquires, directly or
indirectly, more than a percentage of the voting stock of the Trust in
excess of that held by the "Senior Executives" (as defined in the
Registration Statement) in the aggregate as of the date of the closing
of the initial public offering of the Common Shares, in either case
without the advance written consent of the current Board of Trustees.

11.  Adjustments on Changes in Capitalization.

    (a)  Corporate Transactions.  In the event that the outstanding
Shares are changed by reason of a reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up,
combination or exchange of shares and the like (not including the
issuance of Shares on the conversion of other securities of the Company
which are outstanding on the date of grant and which are convertible
into Shares) or dividends payable in Shares, an equitable adjustment
shall be made by the Committee in the aggregate number of Shares
available under the Plan and in the number of Shares and price per
Share subject to outstanding Options. Unless the Committee makes other
provisions for the equitable settlement of outstanding options, if the
Company shall be reorganized, consolidated, or merged with another
corporation, or if all or substantially all of the assets of the
Company shall be sold or exchanged, an Optionee shall at the time of
issuance of the Shares under such corporate event be entitled to
receive upon the exercise of his or her Option the same number and kind
of shares or the same amount of property, cash or securities as he or
she would have been entitled to receive upon the occurrence of any such
corporate event as if he or she had been, immediately prior to such
event, the holder of the number of shares covered by his or her Option.

    (b)  Proportionate Application.  Any adjustment under this Section
11 in the number of Shares subject to Options shall apply
proportionately to only the unexercised portion of any Option granted
hereunder. If fractions of a Share would result from any such
adjustment, the adjustment shall be revised to the next lower whole
number of Shares.

    (c)  Committee Authority.  The Committee shall have authority to
determine the adjustments to be made under this Section, and any such
determination by the Committee shall be final, binding and conclusive.

12.  Terms and Conditions of Awards.  Awards granted pursuant to the
Plan shall be evidenced by written Award Agreements in such form as the
Committee shall from time to time approve, which Award Agreements shall
comply with and be subject to the following terms and conditions and
such other terms and conditions which the Committee shall from time to
time require which are not inconsistent with the terms of the Plan. The
Committee may, in its sole discretion, shorten or waive any term or
condition with respect to all or any portion of any Award.
Notwithstanding the foregoing, all restrictions shall lapse or
terminate with respect to Restricted Shares upon the death or
Disability of the Awardee.

    (a)  Number of Shares.  Each Award Agreement shall state the number
of Shares to which it pertains.

    (b)  Purchase Price.  Each Award Agreement shall specify the
purchase price, if any, which applies to the Award. If the Board of
Trustees specifies a purchase price, the Awardee shall be required to
make payment on or before the date specified in the Award Agreement. An
Awardee shall pay for such Shares (i) in cash, (ii) by certified check
payable to the order of the Company, or (iii) by such other mode of
payment as the Committee may approve.

    (c)  Restrictions on Transfer and Forfeitures.  A share certificate
representing the Restricted Shares granted to an Awardee shall be
registered in the Awardee's name but shall be held in escrow by the
Company or an appropriate officer of the Company, together with an
undated share transfer power executed by the Awardee with respect to
each share certificate representing Restricted Shares in such Awardee's
name. The Awardee shall generally have the rights and privileges of a
shareholder as to such Restricted Shares including the right to vote
such Restricted Shares and to receive and retain all cash dividends
with respect to such Shares, except that the following restrictions
shall apply: (i) the Awardee shall not be entitled to delivery of the
certificate until the expiration or termination of any period
designated by the Committee ("Restricted Period") and the satisfaction
of any other conditions prescribed by the Committee; and (ii) all
distributions with respect to the Restricted Shares other than cash
dividends, such as share dividends, share splits or distributions of
property, and any distributions (other than cash dividends)
subsequently made with respect to other distributions, shall be
delivered to the Company or an appropriate officer of the Company,
together with appropriate share transfer powers or other instruments of
transfer signed and delivered to the Company or appropriate officer of
the Company by the Awardee, to be held by the Company or appropriate
officer of the Company and released to either the Awardee or the
Company, as the case may be, together with the Shares to which they
relate; (iii) the Awardee will have no right to sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of any of the
Restricted Shares or distributions (other than cash dividends) with
respect thereto; and (iv) all of the Restricted Shares shall be
forfeited and all rights of the Awardee with respect to such Restricted
Shares shall terminate without further obligation on the part of the
Company unless the Awardee has remained a regular full-time employee of
the Company or an Affiliate, any of its subsidiaries or any parent or
any combination thereof until the expiration or termination of the
Restricted Period and the satisfaction of any other conditions
prescribed by the Committee applicable to such Restricted Share. Upon
the forfeiture of any Restricted Share, such forfeited shares shall be
transferred to the Company without further action by the Awardee.

    (d)  Lapse of Restrictions.  Upon the expiration or termination of
the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee as provided for in the Plan, the
restrictions applicable to the Restricted Share shall lapse and a stock
certificate for the number of shares of Common Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the Awardee or
the beneficiary or estate, as the case may be. The Company shall not be
required to deliver any fractional share of Common Stock but will pay,
in lieu thereof, the fair market value (determined as of the date the
restrictions lapse) of such fractional share to the Awardee or the
Awardee's beneficiary or estate, as the case may be. The Award may
provide for the lapse of restrictions on transfer and forfeiture
conditions in installments. Notwithstanding the foregoing, unless the
Shares are covered by a then current registration statement or a
Notification under Regulation A under the Act, the Company may require
as a condition to the transfer of Share certificates to an Awardee
under this Subsection 12(d) that the Awardee provide the Company with
an acknowledgment in form and substance satisfactory to the Company
that (a) such Shares are being purchased for investment and not for
distribution or resale (other than a distribution or resale which, in
the opinion of counsel satisfactory to the Company, may be made without
violating the registration provisions of the Act), (b) the Optionee has
been advised and understands that (i) the Shares have not been
registered under the Act and are "restricted securities" within the
meaning of Rule 144 under the Act and are subject to restrictions on
transfer and (ii) the Company is under no obligation to register the
Shares under the Act or to take any action which would make available
to the Optionee any exemption from such registration, (c) such Shares
may not be transferred without compliance with all applicable federal
and state securities laws, and (d) an appropriate legend referring to
the foregoing restrictions on transfer may be endorsed on the
certificates. Notwithstanding the foregoing, if the Company determines
that the transfer of Share certificates should be delayed pending (A)
registration under federal or state securities laws, (B) the receipt of
an opinion of counsel satisfactory to the Company that an appropriate
exemption from such registration is available, (C) the listing or
inclusion of the Shares on any securities exchange or an automated
quotation system or (D) the consent or approval of any governmental
regulatory body whose consent or approval is necessary in connection
with the issuance of such Shares, the Company may defer transfer of
Share certificates hereunder until any of the events described in this
sentence has occurred.

    (e)  Section 83(b) Election.  An Awardee who files an election with
the Internal Revenue Service to include the fair market value of any
Restricted Share in gross income while they are still subject to
restrictions shall promptly furnish the Company with a copy of such
election together with the amount of any federal, state, local or other
taxes required to be withheld to enable the Company to claim an income
tax deduction with respect to such election.

    (f)  Rights as Shareholder.  Upon payment of the purchase price, if
any, for Shares covered by an Award and compliance with the
acknowledgment requirement of subsection 12(d), the Grantee shall have
all of the rights of a shareholder with respect to the Shares covered
thereby, including the right to vote the Shares and receive all
dividends and other distributions paid or made with respect thereto,
except to the extent otherwise provided by the Committee or in the
Award Agreement.

    (g)  Amendment.  Subject to the provisions of the Plan, the
Committee shall have the right to amend Awards issued to an Awardee,
subject to the Awardee's consent if such amendment is not favorable to
the Awardee, except that the consent of the Awardee shall not be
required for any amendment made pursuant to Section 10 of the Plan.

13.  Amendment of the Plan.  The Board of Trustees of the Company may
amend the Plan from time to time in such manner as it may deem
advisable. Nevertheless, the Board of Trustees of the Company may not
change the class of individuals eligible to receive an ISO or increase
the maximum number of Shares as to which Options or Awards may be
granted without obtaining approval, within twelve months before or
after such action, by vote of a majority of the votes cast at a duly
called meeting of the shareholders at which a quorum representing a
majority of all outstanding voting interests of the Company is, either
in person or by proxy, present and voting on the matter, or by a method
and in a degree that would be treated as adequate under applicable
state law in the case of an action requiring shareholder approval. No
amendment to the Plan shall adversely affect any outstanding Option or
Award, however, without the consent of the Grantee.

14.  No Commitment to Retain.  The grant of an Option or an Award
pursuant to the Plan shall not be construed to imply or to constitute
evidence of any agreement, express or implied, on the part of the
Company or any Affiliate to retain the Grantee in the employ of the
Company or an Affiliate and/or as a member of the Company's Board of
Trustees or in any other capacity.

15.  Withholding of Taxes.  Whenever the Company proposes or is
required to deliver or transfer Shares in connection with an Award or
the exercise of an Option, the Company shall have the right to (a)
require the recipient to remit or otherwise make available to the
Company an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Shares or (b) take whatever other
action it deems necessary to protect its interests with respect to its
tax liabilities. The Company's obligation to make any delivery or
transfer of Shares shall be conditioned on the Grantee's compliance, to
the Company's satisfaction, with any withholding requirement.

16.  Interpretation.  The Plan is intended to enable transactions under
the Plan with respect to Trustees and officers (within the meaning of
Section 16(a) under the Securities Exchange Act of 1934, as amended) to
satisfy the conditions of Rule 16b-3; to the extent that any provision
of the Plan would cause a conflict with such conditions or would cause
the administration of the Plan as provided in Section 3 to fail to
satisfy the conditions of Rule 16b-3, such provision shall be deemed
null and void to the extent permitted by applicable law. This section
shall not be applicable if no class of the Company's equity securities
is then registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended.
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