<PAGE> 1


                              STORAGE TRUST REALTY
                           1994 SHARE INCENTIVE PLAN
                 (formerly known as the 1994 Share Option Plan)
                 ----------------------------------------------
              (As Amended and Restated, Effective February 4, 1997)


                                  ARTICLE 1.

                      BACKGROUND AND PURPOSE OF THE PLAN

     1.1.  Background. Storage Trust Realty, a Maryland real estate investment
           ----------
trust (the "REIT"), is the general partner of Storage Trust Properties, L.P.
(the "Partnership"), a Delaware limited partnership.  The Partnership owns all
of the preferred stock of Storage Realty Management Co., a Delaware corporation
(the "Management Company").  The REIT, the Partnership and the Management
Company are each referred to individually as an "Affiliated Company," and
collectively as the "Affiliated Companies."

     1.2.  Purpose and Effective Date.  The Storage Trust Realty 1994 Share
           --------------------------
Option Plan was adopted in November 1994 to enable each of the Affiliated
Companies to attract, retain and motivate individuals to perform services as
directors, officers, employees and/or otherwise by providing for or increasing
the opportunity for such individuals to share in the growth and success of the
Affiliated Companies through proprietary interests in the REIT and/or the
Partnership.  Effective as of February 4, 1997 (the "Effective Date"), the Plan
has been renamed the "Storage Trust Realty 1994 Share Incentive Plan," and
amended and restated as set forth herein, subject to the approval of the REIT's
shareholders.

                              ARTICLE 2.

                       DEFINITIONS AND CONSTRUCTION

      2.1.  Definitions.  In addition to the terms defined elsewhere in the
            -----------
Plan, capitalized terms shall have the following meanings:

      (a)      "Award" means the award of Options, Shares, Units or DERs.

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

      (c)      "Committees" means the REIT Committee and the Management
Company Committee (individually, each referred to as a "Committee").

      (d)      "Conversion Right" means the right described in Section
4.2(e)(1) of the Agreement of Limited Partnership of Storage Trust Properties,
L.P., as amended, providing for the exchange of Units for Shares.

      (e)      "DER" means a Dividend Equivalent Right awarded with respect
to a Share Option or a Distribution Equivalent Right awarded with respect to a
Unit Option, as described in Article 7.

      (f)      "Employer" means the Affiliated Company for whom an individual
provides or is expected to provide services as an employee or otherwise, and
for which services the individual is granted an Award under the Plan.

      (g)      "Exchange Act" means the Securities Exchange Act of 1934, as
from time to time amended.

                                          1
<PAGE> 2

      (h)      "Management Company Committee" means the Board of Directors of
the Management Company, or a committee appointed by the Board of Directors for
the purpose of granting Unit Options and Unit Awards under the Plan (including
related DERs), and exercising certain administrative responsibilities with
respect thereto, composed of two or more members of the Board of Directors of
the Management Company.

      (i)      "Non-employee Trustee" means a member of the Board of Trustees
of the Independent REIT who is not an employee of the REIT and who also is an
"Independent Trustee" as defined in the REIT's Declaration of Trust.

      (j)      "Options" means Share Options and/or Unit Options.  All Options
 under the Plan shall be nonqualified options that are not intended to satisfy
 section 422 of the Code.

      (k)      "Participant" means an individual who has been granted an Award
under the Plan.

      (l)      "Plan" means the Storage Trust Realty 1994 Share Incentive
Plan, as set forth herein and as from time to time amended.

      (m)      "REIT Committee" means a committee appointed by the Board of
Trustees of the REIT for the purpose of granting Awards under the Plan and
administering the Plan, composed of two or more Trustees, at least a majority
of whom are "Independent Trustees" as defined in the REIT's Declaration of
Trust, and each of whom is a "non-employee director" within the meaning
of Rule 16b-3.

      (n)      "Rule 16b-3" means Rule 16b-3 promulgated under Section 16 of
the Exchange Act.

      (o)      "Share Award" means the award of a Share or the right to
receive a Share (a "phantom share"), subject to the; restrictions, if any,
established by the REIT Committee.

      (p)      "Share Option" means a right granted under the Plan to purchase
Shares.

      (q)      "Shares" means common shares of beneficial interest, $0.01 par
value per share, of the REIT.

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

      (s)      "Unit Award" means the award of a Unit or the right to receive
a Unit (a "phantom unit"), subject to the restrictions, if any, established by
the applicable Committee.

      (t)      "Unit Option" means a right granted under the Plan to purchase
Units.  Units purchased under a right granted under the Plan will represent
limited partnership interests in the Partnership.

      (u)      "Units" means units of limited partnership interest in the
Partnership.

           2.2.  Construction.  Whenever the context so admits, the singular or
                 ------------
plural number, and the masculine, feminine or neuter gender shall each be
deemed to include the other.

                                        2

<PAGE> 3

                                     ARTICLE 3.
                                  ADMINISTRATION

           3.1.  Authority of Committees as to Discretionary Grants of Awards.
                 ------------------------------------------------------------

           (a)   The REIT Committee shall have sole and exclusive authority to
grant Awards to persons who, at the time of grant, perform services for the
REIT and/or the Partnership, or who are officers, trustees, directors or other
persons subject to Section 16(a) of the Exchange Act with respect to the REIT;
provided, however, that in order to meet the performance-based compensation
exception of Section 162(m)(4) of the Code (as amended by the Omnibus Budget
Reconciliation Act of 1993), the REIT Committee may delegate its discretionary
authority under this Section 3.1(a) or any other provision of the Plan to a
subcommittee which consists solely of two or more "outside directors" within
the meaning of Section 162(m)(4)(C) of the Code.

           (b)   The Management Company Committee shall have sole and exclusive
authority to grant Unit Options and Unit Awards to persons who, at the time of
grant, perform services for the Management Company and are not officers,
trustees, directors or other persons subject to Section 16(a) of the Exchange
Act with respect to the REIT.

           3.2.  Authority of REIT Committee.  Subject to the provisions of the
                 ---------------------------
Plan, the REIT Committee shall have the following authority, powers, rights
and duties in addition to those vested in it elsewhere in the Plan:

           (a)   to maintain records regarding the granting and exercise
of Awards made under the Plan and such other matters necessary for the orderly
operation of the Plan;

           (b)   to interpret and construe the provisions of the Plan;

           (c)   to grant Awards under the Plan to the class of persons
described in Section 3.1(a), in such forms and amounts and subject to such
restrictions, limitations and conditions as it deems appropriate, including,
without limitation, awards which are made in combination with or in tandem
with other awards (whether or not contemporaneously granted) or as
compensation or in lieu of current or deferred compensation (provided,
however, that the Awards granted to any individual with respect to
the services performed for a particular Affiliated Company, together with all
other compensation amounts provided in connection with such individual's
performance of services for such Affiliated Company, shall not, in
total, exceed a reasonable amount of compensation as determined by the Board
of Trustees (with respect to the REIT) or the board of directors or similar
governing authority of any other Affiliated Company);

           (d)   to determine the aggregate number of Shares or Units subject
to any Award granted under the Plan during any specified time period subject
to the limitations of Section 4.1 hereof;

           (e)   to modify the terms of, cancel and reissue, or repurchase
outstanding Awards granted by it;

           (f)   to prescribe the form of agreements, certificates or other
instruments evidencing Awards granted under the Plan;

           (g)   to correct any defect or omission and reconcile any
inconsistency in the Plan or in any grant of Awards made by it; and

           (h)   to make all other determinations and take all other actions
as it deems necessary or desirable for the overall implementation and
administration of the Plan.


          3.3.  Authority of Management Company Committee.  Subject to the
                -----------------------------------------
provisions of the Plan, in exercising its authority to grant Unit Options and
Unit Awards to the classes of persons described in Section 3.1(b), the
Management Company

                                        3
<PAGE> 4
Committee shall grant Unit Options and Unit Awards in such amounts and subject
to such restrictions, limitations and conditions as such Committee deems
appropriate, including, without limitation, awards which are made in
combination with or in tandem with other awards (whether or not
contemporaneously granted) or as compensation or in lieu of current or
deferred compensation (provided, however, that the Unit Options Unit Awards
granted to any individual with respect to the services performed for the
Management Company together with all other compensation amounts provided in
connection with such individual's performance of services for the Management
Company, shall not, in total, exceed a reasonable amount of compensation as
determined by the board of directors of the Management Company).  Prior to
each granting of Unit Options or Unit Awards hereunder, the Management Company
Committee shall advise the REIT Committee of the number of Units as to which
it intends to grant Awards, and immediately after the grant of such Awards
such Committee shall notify the REIT Committee of such grants and the
principal terms thereof.  For purposes of administering those Awards
granted by the Management Company Committee in accordance with the terms of
the Plan, such Committee shall have the following authority, powers, rights
and duties in addition to those vested in it elsewhere in the Plan:

           (a)   to modify the terms of, cancel and reissue, or repurchase
any outstanding Unit Options or Unit Awards granted by it;

           (b)   to correct any defect or omission and reconcile any
inconsistency in any Unit Options or Unit Awards granted by it.

           3.4.  General Provisions.  Neither of the Committees shall have any
                 ------------------
authority, discretion or power to select the Non-employee Trustees who will
receive Options or Share Awards under the Plan or to determine the timing,
amount or exercise price of Shares underlying any Option granted under
Section 6.2 of this Plan to such Non-employee trustees.  All actions of the
Committees shall be taken by majority vote of its members or by unanimous
written consent. The determination of each Committee on matters within its
authority shall be final, conclusive and binding on the Affiliated Companies
and all other persons.  No member of any Committee shall be liable for any
action or determination made with respect to the Plan.


                                   ARTICLE 4.

                       SHARES AND UNITS SUBJECT TO AWARD

           4.1.  Number of Shares and Units Subject to Award.  Subject to
                 -------------------------------------------
the adjustment provisions of Section 4.4, the aggregate number of

           (a)   Shares which may be subject to Share Options and Share
Awards, and

           (b)   Units which may be subject to Unit Options and Unit Awards,

shall equal 10% of the aggregate number of outstanding Shares and Units on the
Effective Date, plus such additional amount as may be determined as of each
subsequent January 1 (the "adjustment date"), so that the number of Shares and
Units reserved under the Plan shall equal 10% of the aggregate number of
outstanding Shares and Units on the adjustment date; provided, however, in the
event that the number of outstanding Shares as of any adjustment date are less
than the number of outstanding Shares on the Effective Date or any prior
adjustment date, no adjustment shall be made to the number of Shares and Units
reserved for issuance on such adjustment date.   For purposes of calculating the
number of outstanding Shares and Units, securities of the REIT or Partnership
that are not Shares or Units but are convertible presently or in the future into
Shares or Units shall be deemed to be outstanding Shares or Units, as
applicable, equal to the number of Shares or Units into which such securities
are convertible.  If, and to the extent, that Awards granted under the Plan
terminate, expire or are cancelled for any reason without the issuance of Shares
of Units, the Shares or Units reserved for issuance pursuant to the terminated,
expired or cancelled Award (and any Shares reserved in connection with the
Conversion Rights of the Units) shall again be available for the granting of
Awards; provided that the granting and terms of such new Awards shall in all
respects comply with the provisions of the Plan.  Restricted Shares or Units
awarded under the Plan and later forfeited pursuant to the Plan shall again
become

                                        4
<PAGE> 5

available for Awards under the Plan.  No Awards of fractional Shares or
fractional Units shall be granted or issued under the Plan.

           4.2.  Character of Shares.  Shares delivered upon the exercise
                 -------------------
of a Share Option or grant or vesting of a Share Award or in connection with
Conversion Rights exercised as to Units received upon the exercise of a Unit
Option or grant or vesting of a Unit Award may be acquired from authorized but
unissued Shares or issued Shares held in the REIT's treasury, or both.  Units
delivered upon the exercise of a Unit Option or the grant or vesting of a Unit
Award may be acquired from the Partnership without regard to whether the
Partnership has previously set aside such Units for issuance under the Plan.

           4.3.  Reservation of Shares.  There shall be reserved by the
                 ---------------------
REIT at all times for sale under the Plan and for exchange pursuant to a
Conversion Right for a Unit received upon the exercise of a Unit Option an
aggregate number of Shares equal to the maximum number of Shares and Units which
may be subject to the granting of Awards under Section 4.1.

           4.4.  Adjustment.  In the event that the REIT Committee shall
                 ----------
determine that any extraordinary dividend or other distribution (whether in the
form of cash, Shares, Units, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares, Units or other securities, the issuance of warrants or other rights to
purchase Shares, Units or other securities, or other similar corporate, trust or
partnership transaction or event affects the Shares or Units with respect to
which Awards have been or may be issued under the Plan, such that an adjustment
is determined by the REIT Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the REIT Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
and Units that thereafter may be made the subject of Awards, (ii) the number and
type of Shares and Units subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Award, or, if deemed appropriate, make
provision for a cash payment to the holder of any outstanding Award; provided,
in each case, that the number of Shares or Units subject to any Award shall
always be a whole number. Adjustments to Options granted pursuant to Section
6.2 shall be governed by Section 6.2.

           4.5.  Limitation on Grant of Awards.  Notwithstanding any
                 -----------------------------
provision of the Plan to the contrary, in no event shall an Award be granted
under the Plan if the granting of such Award may, in the determination of the
REIT Committee, cause the REIT to lose its status as a real estate investment
trust under section 856 of the Code (including sections 856(a)(6) and 856(h)
thereof) and applicable regulations thereunder.


                                ARTICLE 5.

                     INDIVIDUALS ELIGIBLE FOR AWARDS

           5.1.  Employees and Service Providers.  Subject to Sections
                 -------------------------------
6.2 and 8.2 of the Plan, the individuals eligible to receive Awards under the
Plan shall consist of such key employees or service providers of the Affiliated
Companies (including any such individuals who are also Trustees, but expressly
excluding any such individuals who are non-employee Trustees) as each
Committee, acting in accordance with its respective powers under Section 3.1,
shall select from time to time.  In exercising its discretionary authority to
grant Awards to any individual, each Committee shall make its determination
based upon the contribution that such individual performing services on behalf
of a particular Affiliated Company has made or is expected to make to the
growth and success of such respective Affiliated Company.  With respect to
services performed for the REIT, employees and service providers of the REIT
are eligible only for Share Options or Share Awards (including related DERs).
With respect to services performed for the Partnership or the Management
Company, employees and service providers of the Partnership or the Management
Company are eligible only for Unit Options or Unit Awards (including related
DERs).

           5.2.  Non-employee Trustees.  Each Non-employee Trustee shall
                 ---------------------
be granted Share Options in accordance with the formula award provisions of
Section 6.2 and Share Awards in accordance with Section 8.2.

                                        5

<PAGE> 6

                                       ARTICLE 6.

                          TERMS AND CONDITIONS OF OPTIONS

           6.1.  Discretionary Grants of Options to Employees and Service
                 --------------------------------------------------------
Providers. Subject to the provisions and limitations of the Plan, each
-----------
Committee shall determine the number of Shares or Units, as applicable, that may
be purchased under each Option granted by it, the exercise price for the Shares
or Units underlying each Option and the schedule for exercisability of each
Option. Unless determined otherwise by the applicable Committee, each Option
granted under the Plan on or after the Effective Date shall be granted with a
DER as described in Section 7.2, subject to such additional conditions and
limitations as the Committee may determine.  Subject to the adjustment
provisions of Section 4.4, the maximum number of Shares and Units subject to
Options that may be granted under the Plan to any one individual in any calendar
year shall not exceed 500,000 Shares or 500,000 Units, or any combination of the
foregoing.

           6.2.  Formula Awards of Options to Non-employee Trustees.  At
                 --------------------------------------------------
the time of his initial election or appointment as a Trustee, each Non-employee
Trustee shall automatically receive an Option for 3,000 Shares, which Option
shall become exercisable one year after the date of grant, provided the Non-
employee Trustee remains in continuous service as a Non-employee Trustee until
such one-year anniversary of the date of grant.  Thereafter, at the closing of
each annual meeting of the REIT's shareholders, each Non-employee Trustee who
has been reelected or who is continuing as a Trustee as of the adjournment of
the annual meeting shall automatically receive an Option for an additional 3,000
Shares, which Option shall be immediately exercisable. To the extent Options
granted under sections of the Plan other than this Section 6.2 are adjusted
pursuant to Section 4.4, Options under this Section 6.2 shall automatically
be adjusted in the same manner.  All Options granted under this Section 6.2
shall provide for an exercise price per Share equal to the Fair Market Value
of a Share as of the date of grant (or par value, if greater).  Each Option
granted under this Section 6.2 shall be awarded with a DER, as described
in Section 7.2.

           6.3.  Option Agreements.  The terms of each Option shall be set
                 -----------------
forth in a written agreement (the "Option Agreement"), signed by the Participant
and the Employer, in such form and containing such terms and conditions as are
required under the Plan or that the Committee granting such Option (the REIT
Committee, in the case of Options awarded under Section 6.2) may in its
discretion consider appropriate and which are not inconsistent with the
provisions of the Plan.  In the event that any provision of an Option Agreement
shall conflict with any provisions of the Plan as in effect on the date of grant
of such Option, the provisions of the Plan as in effect on the date of grant of
the Option shall control.

           6.4.  Exercise Price.  The exercise price for each Share
                 --------------
purchasable under any Option granted to a Non-employee Trustee is set forth in
Section 6.2.   The exercise price for each Share purchasable under any other
Share Option granted under the Plan shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of the Share Option (or par value,
if greater).  The exercise price for each Unit purchasable under any Unit Option
granted under the Plan shall not be less than 100% of the Fair Market Value of a
Unit on the date of grant of the Unit Option.  An Option granted under Section
6.1 of the Plan shall be considered granted on the date the applicable Committee
acts to grant the Option or such later date as it shall specify.

           6.5.   Fair Market Value.  The "Fair Market Value" of a Share
                  -----------------
or Unit shall be determined as follows:

           (a)   If the Shares are listed or admitted to trading on a
securities exchange registered under the Exchange Act, the Fair Market Value of
a Share is the average of the high and low price of the Shares for the day
immediately preceding the date as of which Fair Market Value is being determined
(or if there was no reported sale on such date, on the last preceding date on
which any reported sale occurred) reported on the principal securities exchange
on which the Shares are listed or admitted to trading.  If the Shares are not
listed or admitted to trading on any such exchange but are listed as a national
market security on the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), traded in the over-the counter market or
listed or traded on any similar system then in use, the Fair Market Value of a
Share shall be the average of the high and low sales price for the day
immediately preceding the date as of which the Fair Market Value is being
determined (or if there

                                        6
<PAGE> 7

was no reported sale on such date, on the last preceding date on which any
reported sale occurred) reported on such system.  If the Shares are not listed
or admitted to trading on any such exchange, are not listed as a national
market security on NASDAQ and are not traded in the over-the-counter market or
listed or traded on any similar system then in use, but are quoted on NASDAQ or
any similar system then in use, the Fair Market Value of a Share shall be the
average of the closing high bid and low asked quotations on such system for the
Shares on the date in question.  In all other cases, Fair Market Value for
purposes of the Plan shall be determined by the REIT Committee in its sole
discretion using appropriate criteria.

           (b)   As of any date the Fair Market Value of a Unit shall equal
the Fair Market Value of a Share on such date.

           6.6.  Option Period.  All rights to purchase Shares or Units
                 -------------
pursuant to any Option granted under the Plan shall cease as of the Option's
Expiration Date.

           (a)   The "Expiration Date" with respect to any Option granted
pursuant to Section 6.1, or any portion thereof, means the date established by
the granting Committee at the time of the grant (subject to any earlier
termination by such Committee), but in no event later than the date which is ten
years after the date on which the Option is granted.  Except as provided
otherwise by the granting Committee, if the employment of a Participant who is
an employee of any of the Affiliated Companies terminates for any reason, his
Options shall terminate and may not be exercised after the earliest to occur of
(i) twelve months after termination of the Participant's employment by reason of
his death or becoming disabled (within the meaning of Section 22(e)(3) of the
Code), (ii) three months after his termination for any other reason or (iii) the
Option's Expiration Date.

           (b)   The "Expiration Date" with respect to any Option granted
to Non-employee Trustees pursuant to Section 6.2, or any portion thereof, means
the date which is ten years after the date on which the Option is granted.  If
the Participant ceases to be a Trustee for any reason, his Options shall
terminate and may not be exercised after the earliest to occur of (i) twelve
months after his trusteeship is terminated for any reason other than death,
(ii) twelve months after his death or (iii) the option's Expiration Date.

           6.7.  Exercise of Options.
                 -------------------
           (a)   Options granted under the Plan shall be exercised by the
Participant (or by his executors, administrators, guardian or legal
representative) as to all or any portion of the Shares or Units then
exercisable under such Option, by giving the written notice described in
paragraph (i) below to the Committee administering such Option (the REIT
Committee, in the case of Options awarded under Section 6.2) or its designee
on or before the date such portion of the Option becomes unexercisable
under the Plan or the terms of the applicable Option Agreement, and by making
payment as provided in paragraph (ii) below within 3 business days after
delivery of the notice:

                 (i)  A written notice of exercise, in a form complying with
           any rules the applicable Committee may issue, that is signed by the
           Participant and that specifies the number of Shares or Units to be
           purchased; and

                 (ii)  Payment to the Employer of the full purchase price for
           the Shares or Units being purchased made in cash, by wire transfer
           or by bank check.

In no event may any Option be exercised for a fraction of a Share or Unit.

           (b)   With respect to the exercise of any Share Option, the
REIT Committee shall provide the REIT a copy of the notice described in Section
6.7(a)(i) as soon as practicable after it is received.  The REIT shall cause
delivery of the Shares purchased pursuant to the portion of the Share Option
that is exercised as soon as practicable after payment is received therefor
(including applicable withholding), and, within a reasonable time thereafter,
such transfer shall be evidenced on the books of the REIT.

           (c)   With respect to the exercise of any Unit Option subject
to an Option Agreement executed by the Partnership

                                        7
<PAGE> 8

as Employer, the REIT Committee shall provide the Partnership a copy of the
notice described in Section 6.7(a)(i) as soon as practicable after it is
received.  The Partnership shall deliver the Units purchased pursuant to the
portion of the Unit Option that is exercised as soon as practicable after
payment is received therefor (including applicable withholding) by the
Partnership from the Participant.

           (d)   With respect to the exercise of any Unit Option subject
to an Option Agreement executed by the Management Company as Employer, the
Committee receiving the notice described in Section 6.7(a)(i) shall provide the
Employer a copy of such notice as soon as practicable after it is received.
The Employer shall deliver to the Partnership, no later than 5 business days
after the date of exercise of the Unit Option, payment in cash equal to the Fair
Market Value, on the date of exercise of the Unit Option, of the Units subject
to the portion of the Option that is exercised.  Upon receipt of such cash
payment, the Partnership shall deliver to the Employer the Units for which
payment is made, and the Employer shall deliver the Units to the Participant as
soon as practicable after the Participant has made payment therefor (including
applicable withholding) to the Employer.

           6.8.  No Rights of Owner Until Exercise and Issuance.  No
                 ----------------------------------------------
person exercising an Option shall have any of the rights of a shareholder of the
REIT or a partner in the Partnership until the Shares or Units, as applicable,
shall have been issued following the exercise of the Option.  No adjustment
shall be made for cash dividends or other rights for which the record date is
prior to the date of issuance.

           6.9.  Non-Transferability of Option.  No option shall be
                 -----------------------------
assignable or transferable by the Participant, other than by will or the laws of
of descent and distribution.  An Option may be exercised during the life of the
Participant only by the Participant or his guardian or legal representative.


                                   ARTICLE 7.

                  DIVIDEND AND DISTRIBUTION EQUIVALENT RIGHTS

           7.1.  Dividend and Distribution Equivalent Rights.  A Dividend
                 -------------------------------------------
Equivalent Right with respect to a Share underlying a Share Option or Share
Award shall entitle the Participant, with respect to each dividend payment date
(with respect to Shares) related to a record date upon which such Share Option
or Share Award was outstanding, to a payment or credit in an amount equal to all
or a percentage of the dividends payable with respect to a Share, as determined
by the Committee.  A Distribution Equivalent Right with respect to a Unit
underlying a Unit Option or Unit Award shall entitle the Participant, with
respect to each distribution payment date (with respect to Units) related to a
record date upon which such a Unit Option or Unit Award was outstanding, to a
payment or credit in an amount equal to all or a percentage of the distribution
payable with respect to a Unit, as determined by the Committee.  The award of
DERs under this Section 7.1 shall be subject to such conditions, limitations and
restrictions as the applicable Committee shall determine.

                                        8

<PAGE> 9

           7.2.  Automatic Grant of DERs.  Unless determined otherwise by
                 -----------------------
the applicable Committee, each Share or Unit underlying an Option granted under
the Plan on and after the Effective Date shall be awarded with a DER, subject
to the following terms and conditions:

           (a)   The DER shall entitle the holder to a credit equal to a
percentage of the dividend or distribution paid to shareholders or unitholders,
as applicable, with respect to any calendar year determined in accordance with
the following schedule:

<TABLE>
<CAPTION>
                                                           Percentage of
                                                           Dividends or
     Annual Total Shareholder                              Distributions
     Return for the REIT:                                  Credited:

     <S>                                                  <C>
     Less than 10%                                          0%
     At least 10%, but less than 12%                       25%
     At least 12%, but less than 15%                       50%
     At least 15%, but less than 18%                       75%
     18% or more                                          100%

</TABLE>

           (b)   The Annual Total Shareholder Return of the REIT with
respect to any calendar year shall be determined by the REIT Committee as soon
as practicable after the end of the calendar year, and each Share and Unit
underlying an Option that is outstanding on the date such Annual Total
Shareholder Return is determined, and was outstanding on the record date with
respect to the applicable dividend or distribution payment during such calendar
year, will receive a DER credit equal to the dividends or distributions, as
applicable, payable on such dividend or distribution payment date during such
calendar year multiplied by the applicable percentage.

           (c)   The DER credits accumulated under this Section 7.2 with
respect to any Share or Unit may only be used to pay a portion or all of the
exercise price of the applicable Share or Unit Option and do not entitle the
Participant to cash or any other form of payment.

           (d)   In no event may a DER credit be used to pay any portion
of the exercise price of an Option if the Fair Market Value of a Share or Unit
on the date of exercise of the Option is less than the exercise price of the
Option determined without regard to the DER credit.


                                     ARTICLE 8.

                          SHARE AWARDS AND UNIT AWARDS

           8.1.  Description of Awards.  Subject to the terms of this
                 ---------------------
Section 8.1, a Share Award or Unit Award under the Plan is a grant of Shares or
Units to a Participant, the earning, vesting or distribution of which is subject
to one or more conditions established by the applicable Committee.  Such
onditions may relate to events (such as performance or continued employment)
occurring before or after the date the Share Award or Unit Award is granted, or
the date the Shares or Units are earned by, vested in or delivered to the
Participant.  If the vesting of Share Awards or Units Awards are subject to
conditions occurring after the date of grant, the period beginning on the date
of grant of such Award and ending on the vesting or forfeiture of such Award (as
applicable) is referred to as the "Restricted Period".  Share Awards and Unit
Awards may provide for delivery of the Shares or Units, as applicable, at the
time of grant or may provide for a deferred delivery date, including delivery at
the end of the Restricted Period.  The Committee, in its sole discretion, may
provide with respect to a Unit Award that Conversion Rights be immediately
exercised upon delivery of the Units.

                                        9
<PAGE> 10

           8.2.  Share Awards to Non-employee Trustees.  Subject to the
                 -------------------------------------
terms and conditions of the Plan, commencing with the calendar quarter ending
June 30, 1997, as of the last day of each calendar quarter, a "Share Retainer"
shall be paid to each Non-employee Trustee who was a Non-employee Trustee during
such calendar quarter, which Share Retainer shall be payable in that number of
Shares equal to $3,000 (or the quarterly retainer payable with respect to such
calendar quarter, as specified by the Board from time to time) divided by the
Fair Market Value of a Share as of the last day of the calendar quarter, pro
rated in the case of an individual who did not serve as a Non-employee Trustee
during the entire calendar quarter.  Any fractional Share shall be rounded up to
the nearest whole Share.

                                    ARTICLE 9.

                                GENERAL PROVISIONS

           9.1.  Amendment and Termination of the Plan.  The Board
                 -------------------------------------
of Trustees of the REIT may, at any time and in any manner, amend, suspend or
terminate the Plan or any award outstanding under the Plan; provided, however,
that no such amendment or discontinuance shall, without the approval of the
shareholders of the REIT:

           (a)   increase the number of Shares or Units that may be the
subject of Awards under the Plan (except for automatic adjustments pursuant to
Section 4.1 and other adjustments pursuant to Section 4.4);

           (b)   increase the maximum permissible term of any Option
specified by Section 6.6; or

           (c)  be made to the extent shareholder approval is required by
law, agreement or the rules of any exchange or automated quotation system upon
which the Shares are listed or quoted.

Notwithstanding the foregoing, no amendment shall alter or impair the rights of
Participants with respect to awards previously made under the Plan without the
consent of the Participant (except for any amendment made to cause the Plan to
qualify for an exemption provided by Rule 16b-3).

           9.2.  No Employment and Trustee Rights.  The Plan does not
                 --------------------------------
constitute a contract of employment or continued service, and participation in
the Plan shall not confer upon any employee or other individual the right to be
retained in the employ or service of any of the Affiliated Companies or the
right to continue as a Trustee or director any right or claim to any benefit
under the Plan unless such right or claim has specifically accrued under the
terms of the Plan or the terms of any grant made under the Plan.

           9.3.  Tax Withholding.  The Employer of a Participant shall
                 ---------------
notify the Participant of any income tax withholding requirements arising as a
result of the exercise of an Option or grant of an Award.  The Employer shall
have the right to require the Participant to pay such withholding taxes.  If the
Participant shall fail to make such tax payments as are required, the Employer
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to such Participant or to take such
other action as may be necessary to satisfy such withholding obligations,
including, but not limited to, withholding of Shares or Units sufficient to
satisfy the Employer's tax withholding obligations.

           9.4.  Nature of Payments.  All Awards made pursuant to the Plan
                 ------------------
are in consideration of services performed for one or more of the Affiliated
Companies. Any income or gain realized pursuant to an Award under the Plan
constitutes a special incentive payment to the Participant and shall not be
taken into account, to the extent permissible under applicable law, as
compensation for purposes of any of the employee benefit plans of any of the
Affiliated Companies except as may be determined by the Board of Trustees or
board of directors or similar governing authority, as applicable, of the
employee benefit plan's sponsoring employer.

           9.5.  Severability.  If any provision of the Plan shall be held
                 ------------
unlawful or otherwise invalid or unenforceable in whole or in part, such
unlawfulness, invalidity or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which remain in full force and
effect.  If the making of any payment or the provision of any other benefit
required under the

                                        10
<PAGE> 11

Plan shall be held unlawful or otherwise invalid or unenforceable, such
unlawfulness, invalidity or unenforceability shall not prevent any other
payment or benefit from being made or provided under the Plan, and if the
making of any payment in full or the provision of any other benefit required
under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall
not prevent such payment or benefit from being made or provided in part, to the
extent that it would not be unlawful, invalid or unenforceable, and the maximum
payment or benefit that would not be unlawful, invalid or unenforceable shall
be made or provided under the Plan.

           9.6.  Governing Law.  The Plan and all determinations made and
                 -------------
actions taken thereunder, to the extent not otherwise governed by the Code or
the laws of the United States, shall be governed by the internal laws of the
State of Maryland and construed accordingly.

           9.7.  Headings.  Section headings are for convenience of
                 --------
reference only, and are not intended to narrow, limit or affect the meaning or
interpretation of the Plan as set forth herein.

           9.8.  Limitation of Liability of Shareholders and Officers of the
                 -----------------------------------------------------------
REIT. ANY OBLIGATION OR LIABILITY WHATSOEVER OF THE REIT WHICH MAY ARISE AT
------
ANY TIME UNDER THIS PLAN OR ANY OBLIGATION OR LIABILITY WHICH MAY BE INCURRED
BY IT PURSUANT TO ANY OTHER INSTRUMENT, TRANSACTION OR UNDERTAKING
CONTEMPLATED HEREBY SHALL BE SATISFIED, IF AT ALL, OUT OF THE REIT'S ASSETS
BINDING UPON, NOR SHALL RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE
PROPERTY OF ANY OF ITS SHAREHOLDERS, TRUSTEES, OFFICERS, EMPLOYEES OR AGENTS,
REGARDLESS OF WHETHER SUCH OBLIGATION OR LIABILITY IS IN THE NATURE OF
CONTRACT, TORT OR OTHERWISE.

                                        11