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                                                                    EXHIBIT 10.5


         RESOLVED, that the fourth sentence of Section 6.1(b) of the Trust's
Employee and Trust Manager Incentive Share Plan (the "Plan") be, and it hereby
is, amended to read in its entirety as follows:

                  "Notwithstanding the foregoing, if such a transaction occurs,
                  in lieu of causing such rights to be substituted for
                  outstanding Awards, the Company may, with the written consent
                  of the Participant (which consent may be withheld in
                  Participant's sole discretion), upon 20 days' prior written
                  notice to Participant: (i) shorten the period during which
                  Awards are exercisable, provided they remain exercisable, to
                  the extent otherwise exercisable, for at least 20 days after
                  the date the notice is given, or (ii) with the written consent
                  of the Participant (which consent may be withheld in
                  Participant's sole discretion), cancel an Award upon payment
                  to the Participant in cash, with respect to each Award to the
                  extent then exercisable, of an amount which, in the sole
                  discretion of the Committee, is determined to be the
                  equivalent, if any, by which the fair market value (at the
                  effective time of the transaction) of the consideration that
                  the Participant would have received if the Award had been
                  exercised before the effective time exceeds the exercise price
                  of the Award."

         RESOLVED, that the first sentence of Section 6(i) of the Plan be, and
it hereby is, revised to read in its entirety as follows:

                  "Except as may be provided in any Award Agreement or
                  employment or severance agreement between the Trust and an
                  employee, any Award or portion thereof which has not vested on
                  or before the date of a Participant's Employment Termination
                  shall expire on the date of Termination."

         RESOLVED, that Section 7.4 of the Plan be, and it hereby is, revised to
read in its entirety as follows:

                  "7.4 Forfeiture of Restricted Shares. Except to the extent or
                  otherwise provided in the governing Award Agreement or any
                  employment or severance agreement between the Trust and an
                  employee, when a Participant's Employment Termination occurs,
                  the Participant shall forfeit all Restricted Shares still
                  subject to restriction."




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         RESOLVED, that Section 9.4 of the Plan be, and it hereby is, revised to
read in its entirety as follows:

                  "9.4 Termination of Employment. In the event of Employment
                  Termination, except as otherwise provided by the Committee, by
                  any Award Agreement or by any employment or severance
                  agreement between the Trust and an employee, any Dividend
                  Equivalent Right held by such Participant on the date of
                  Employment Termination shall be forfeited."

         RESOLVED, that to the extent the terms and provisions of the Agreements
are inconsistent with the Plan or any agreements entered into under the Plan,
the Plan and any such agreements shall be deemed to be retroactively amended (to
the date of any such agreement or the date of the Plan, as applicable) to
conform to such Agreement without any further action.

         RESOLVED, that a new Section 20 shall be added to the Plan which
provides as follows:

                  "20.  Inconsistencies.  To the extent any provision of this 
                  Plan conflicts with any employment or severance agreement 
                  between an employee and the Trust, the provisions of the 
                  employment or severance agreement shall control."