AMENDED & RESTATED 1993 SHARE OPTION

EXHIBIT 4.3

EQUITY RESIDENTIAL PROPERTIES TRUST
THIRD AMENDED AND RESTATED
1993 SHARE OPTION AND SHARE AWARD PLAN
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1. Purposes. The Equity Residential Properties Trust 1993 Share Option
and Share Award Plan (the "Plan") was established by Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company"), to
secure for the Company and its shareholders the benefits arising from capital
ownership by those key employees, officers, trustees and consultants of the
Company and its Subsidiaries (as defined below) who are and will be responsible
for its future growth and continued success. The Plan is hereby amended and
restated to increase the number of authorized common shares of beneficial
interest of the Company ("Shares") that may be subject to awards and to make
other changes that will help the Plan achieve the purposes for which it was
established.

The Plan will provide a means whereby such individuals may: (i) receive
Shares, subject to conditions and restrictions described herein and otherwise
determined by the Committee (defined below) ("Share Awards"); (ii) acquire
Shares pursuant to grants of options to purchase such Shares ("Options"); (iii)
acquire Share Appreciation Rights ("SARs") in tandem with or independent of
Options referred to in item (ii) above; or (iv) receive dividend equivalent
rights with respect to Shares ("Dividend Equivalents"). The term "Subsidiary"
means each entity the Company owns or controls directly or indirectly either
through voting control or as a general partner, provided that, for purposes of
Incentive Stock Options (as defined below) such term shall have the meaning
given in Section 424 of the Internal Revenue Code of 1986, amended (the "Code").

2. Administration. The authority to manage and control the operation
and administration of the Plan shall be vested in a Committee (the "Committee")
consisting of two or more members of the Board of Trustees of the Company, each
of whom is a "disinterested person" as such term is defined in Section 16b-
3(c)(2)(i) of the General Rules and Regulations promulgated under the Securities
Exchange Act of 1934 (the "Act") (except that, with respect to grants of Options
and SARs, such grant or award is made by a Committee consisting of two or more
"outside directors" as such term is defined in Treasury Regulation Section
1.162-27(e)(3)), who shall be appointed by, and may be removed by, such Board,
provided that the Committee shall have no authority, power or discretion to
determine the number or timing of Options granted pursuant to paragraph 3(b)
below, or to alter the terms and conditions of Options or Share Awards as set
forth therein. Any interpretation of the Plan by the Committee and any decision
made by the Committee on any other matter within its discretion is final and
binding on all persons. No member of the Committee shall be liable for any
action or determination made with respect to the Plan.

3. Participation.

(a) Generally. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate from time to time the key employees,
officers and consultants of the Company and its Subsidiaries to whom Share
Awards, Options, SARs or Dividend Equivalents are to be granted ("Grantees" and
individually, a "Grantee") and the number of Shares subject to such Share
Awards, Options, SARs or Dividend Equivalents to be granted to the Grantees.
Notwithstanding the foregoing, the maximum number of Shares with

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respect to which Options and SARs may be granted during any calendar year to any
Grantee is 500,000 Shares.

(b) Board of Trustees. An Option to purchase 5,000 Shares shall be
awarded to each member of the Board of Trustees of the Company on the date of
each meeting of the Board held immediately after each annual meeting of the
Company's shareholders. A Trustee shall become a Grantee in the Plan on the
first date on which the Trustee is awarded an Option under the Plan. Trustees
who are not members of the Committee may, in addition to Options awarded under
this paragraph, also be entitled to Options under paragraph 3(a).

(c) Management By Objectives Bonus Plan. As of a date (the "Bonus
Date") selected by the Committee that is not less than 30 days before or after
the date on which a cash distribution (a "Bonus") is earned by an individual
under the Company's Management By Objectives Bonus Plan (the "MBO Plan"), the
Committee may, in its discretion, grant each such individual a Share Award,
Option, SAR or Dividend Equivalent, or some combination thereof, with an
aggregate Grant Value (defined below), as of the Bonus Date, in an amount equal
to any portion of such Bonus (the "Award Portion") as the Committee deems
appropriate, which will be made in lieu of such portion of the Bonus otherwise
payable to such individual. All grants made pursuant to the foregoing shall be
in full satisfaction of the applicable portion of the Award Portion, shall be
made without other payment therefor, and shall be governed by paragraph 5
hereof. If approved by the Committee, each individual who participates in the
MBO Plan will be given an opportunity to elect to receive all or a portion of
the non-Award portion of the Bonus in one of the forms of grant described in the
first sentence of this subparagraph pursuant to procedures established by the
Committee. Such opportunity provided under this subparagraph is subject to
compliance with all applicable federal and state securities laws.

(d) Value. For all purposes of the Plan (i) the "Grant Value" of
grants made pursuant to paragraph 3(c) shall equal (a) for a Share Award, the
Fair Market Value of a Share (as defined below), (b) for an Option or SAR, the
difference between the Fair Market Value of a Share and the exercise or base
price of the Option or SAR, times the number of Shares subject to the Option or
SAR; and (c) for a Dividend Equivalent, the Fair Market Value of a Share times
the number of Shares subject to the Dividend Equivalent; and (ii) the "Fair
Market Value" of a Share as of any date means the closing price of the Shares on
the New York Stock Exchange on such date.

4. Shares Subject to the Plan. Subject to the provisions of paragraph
13, the aggregate number of Shares for which Share Awards, Options and SARs may
be granted under the Plan shall not exceed 5,600,000 Shares. In the event that
(i) any Option granted under the Plan expires unexercised or is terminated,
surrendered or canceled (other than in connection with the exercise of a
"Tandem" (defined below) SAR) without being exercised, in whole or in part, for
any reason, or (ii) any "Non-Tandem" (defined below) SAR granted under the Plan
expires unexercised or is terminated, surrendered or canceled without being
exercised, in whole or in part, for any reason, then the number of Shares then
subject to the Option or SAR, or the unexercised, terminated, surrendered,
forfeited, canceled or reacquired portion thereof, shall be added to the
remaining number of Shares available for grant under the Plan unless the Plan
shall have terminated.

5. Share Awards. This paragraph 5 sets forth specific terms and
conditions applicable to Share Awards under the Plan.

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(a) Conditions and Restrictions. Share Awards shall be subject to the
following conditions and/or restrictions:

(i) A Share Award granted under paragraph 3(a) shall be subject
to the conditions that it is subject to a minimum vesting period of one year
from the date of grant and it will be forfeited to the Company upon the
Grantee's termination of employment with the Company within one year from the
date of grant of the Share Award ("Date of Grant'), and may be subject to such
further conditions and restrictions established by the Committee at the Date of
Grant (including conditions requiring employment by the Grantee for a period in
excess of one year).

(ii) A Share Award granted under paragraph 3(c) shall be
forfeited to the Company upon the Grantee's termination of employment with the
Company within two years from the Date of Grant, unless (A) such Grantee has
five years of service for vesting purposes under the Equity Residential
Properties Trust Advantage Retirement Plan at the time of such termination of
employment, (B) such termination of employment occurs other than involuntarily
and for "cause" (as determined by the Committee in its discretion), and (C)
within one year following such termination of employment, the Grantee does not
become employed by a competitor of the Company.

(iii) The Committee may, but need not, establish performance
goals to be achieved within such performance periods as may be selected by it in
its sole discretion, using such measures of the performance of the Company
and/or its Subsidiaries as it may select. Performance-based Share Awards granted
other than pursuant to paragraph 3(c) will be fully vested in the Grantee at the
discretion of the Committee, but in no event earlier than upon the one-year
anniversary of the date of the grant, provided that the Grantee's employment
with the Company has not been terminated. Non-performance-based Share Awards
granted under paragraph 3(a) shall vest in thirds, in amounts as nearly equal as
possible, upon the one-, two- and three-year anniversary of the date of the
grant, provided that the Grantee's employment with the Company has not
terminated.

(iv) Notwithstanding the foregoing, the restrictions set forth in
the preceding paragraphs (i), (ii) and (iii) shall immediately lapse such that
they are of no effect in the event of the termination of a Grantee's employment
(A) because of the Grantee's "Disability" (as defined in the Equity Residential
Properties Trust Advantage Retirement Plan) or death, (B) in connection with the
Grantee's retirement at or after age 62, or (C) upon a "Change in Control" of
the Company. For purposes of this Plan, a "Change in Control" shall be deemed to
occur upon: (I) the acquisition by any entity, person, or group of more than 50%
of the outstanding Shares from the holders thereof; (II) a merger or
consolidation of the Company with one or more other entities as a result of
which the ultimate holders of outstanding Shares immediately prior to such
merger hold less than 50% of the shares of beneficial ownership of the surviving
or resulting corporation; or (III) a transfer of substantially all of the
property of the Company other than to an entity of which the Company directly or
indirectly owns at least 50% of the shares of beneficial ownership.

(b) Rights of Grantee. The Grantee shall be entitled to all of the
rights of a shareholder with respect to the Share Awards including the right to
vote such Shares and to receive dividends and other distributions payable with
respect to such Shares from and after the Date of Grant; provided that any
securities or other property (but not cash) received in any such

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distribution with respect to a Share Award that is still subject to the
restrictions in paragraph (a)(i), (ii) or (iii) above, shall be subject to all
of the restrictions set forth herein with respect to such Share Award.

(c) Issuance. Certificates for the Share Award shall be issued in the
Grantee's name and shall be held in escrow by the Company, with stock powers for
such Shares executed in blank by the Grantee, until all restrictions lapse or
such Shares are forfeited as provided herein. A certificate or certificates
representing a Share Award as to which restrictions have lapsed shall be
delivered to the Grantee upon such lapse.

6. Share Options. This paragraph 6 addresses specific terms and
conditions for Share Options.

(a) ISO/NQSO. Any Option to purchase Shares granted under paragraph
3(a) that satisfies all of the requirements of Section 422 of the Code, may be
designated by the Committee as an "Incentive Stock Option." Options that are not
so designated, or that do not satisfy the requirements of Section 422 of the
Code or that are granted under paragraph 3(b) shall not constitute Incentive
Stock Options and shall be Non-Qualified Share Options.

(b) Exercise Price. The Option price of an Incentive Stock Option
shall not be less than the Fair Market Value of a Share on the date the Option
is awarded under the Plan and, with respect to an employee who owns on the Date
of Grant more than 10% of the Company's Shares, shall not be less than 110% of
its Fair Market Value on such date. The price at which a Share may be
purchased pursuant to the exercise of any Non-Qualified Share Option shall not
be less than 100% of its Fair Market Value on the date the Option is awarded
under the Plan.

(c) Expiration Date. Subject to earlier termination as provided in
paragraph 16, the "Expiration Date" with respect to an Option or any portion
thereof granted under paragraph 3(a) means the date established by the Committee
at the Date of Grant (subject to any earlier termination by the Committee), but
in no event later than the date which is 10 years after the date on which the
Option is granted. If the employment of a Grantee who is an employee of the
Company or any of its Subsidiaries terminates for cause (as determined by the
Committee in its discretion), his Option shall expire immediately. If such
employment terminates other than for cause and other than because of
circumstances described in the last sentence of paragraph (d)(i) below, his
Option shall not thereafter become exercisable with respect to any additional
Shares, and his Option shall expire three months after the date on which his
employment terminated, but no later than the Expiration Date. If such
employment terminates because of the employee's death, his Option shall be
exercisable by the person or persons to whom that right passes by will or by the
laws of decent and distribution for a period of 12 months after the date of
death (at which time it will expire), but no later than the Expiration Date.
The Expiration Date with respect to an Option or any portion thereof granted
under paragraph 3(b) means the date which is 10 years after the date on which
the Option is granted. All rights to purchase Shares pursuant to an Option
shall cease as of the Option's Expiration Date. Notwithstanding the foregoing,
an Option granted prior to the adoption of this Second Amended and Restated Plan
shall continue to be subject to the provisions of the subsections as in effect
before such adoption.

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(d) Exercise of Options. The following paragraphs address specific
terms that control a Grantee's right to exercise Options:

(i) Each Option granted under paragraph 3(a) shall be
exercisable, either in whole or in part, at such time or times as shall be
determined by the Committee at the time the Option is granted or at such earlier
times as the Committee shall subsequently determine, but in no event later than
the Option's Expiration Date. The Committee may establish performance goals to
be achieved within such periods as may be selected by it in its sole discretion,
using such measures of the performance of the Company and/or its Subsidiaries as
it may select. Notwithstanding the foregoing, an Option granted under the Plan
shall be immediately exercisable in the event of the termination of a Grantee's
employment (A) because of the Grantee's Disability or death, (B) in connection
with the Grantee's retirement at or after age 62, or (C) upon a Change in
Control.

(ii) Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year may not
exceed $100,000. Any Options that become exercisable in excess of such amount
shall be deemed to be a Non-Qualified Share Option to the extent of such excess.

(iii) Each Option granted under paragraph 3(b) shall be
exercisable, either in whole or in part, (A) with respect to 1,667 Shares at any
time on or after six months from the Date of Grant, (B) with respect to an
additional 1,667 Shares at any time on or after the first anniversary of the
Date of Grant, and (C) with respect to the remaining Shares, at any time on or
after the second anniversary of the Date of Grant, but in each case, no later
than the Option's Expiration Date.

(iv) Subject to the foregoing, a Grantee may exercise an Option
or SAR by giving written notice thereof prior to the Option's Expiration Date to
the Secretary of the Company at the principal executive offices of the Company.
Contemporaneously with the delivery of notice with respect to exercise of an
Option, the full purchase price of the Shares purchased pursuant to the exercise
of the Option, together with any required state or federal withholding taxes,
shall be paid in cash, by tender of share certificates in proper form for
transfer to the Company valued at the Fair Market Value of the Shares on the
preceding day, by any combination of the foregoing or with any other
consideration.

(e) Parties Entitled to Exercise Options. An Option may be exercised
only by the Grantee (or by a legatee or legatees of such Option under his last
will), by his executors, personal representatives or distributees, by an
assignee or assignees, or by a transferee to the extent that a transfer of the
Option is permitted pursuant to paragraph 11(b).

7. Share Appreciation Rights. The Committee may grant an SAR to a Grantee
who is awarded an Option under paragraph 3(a) or 3(b) or to any other key
employee, officer, trustee or consultant of the Company. Each SAR shall be
subject to such restrictions and conditions and other terms as the Committee may
specify when the SAR is granted.

(a) Grant. An SAR granted at the time a related Option is granted may
be granted either in addition to the related Option ("Non-Tandem SAR") or in
tandem with the related Option ("Tandem SAR"). An SAR not related to an Option
will be subject to the provisions applicable to Non-Tandem SARs. At the time a
Non-Tandem SAR is granted, the Committee

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shall specify the base price of the Shares to be used in connection with the
calculation described in subsection (b)(i) below. The base price of a Non-Tandem
SAR shall be a percentage (as low as zero) of the Fair Market Value of a Share
on the date of grant. The number of Shares subject to a Tandem SAR shall not
exceed one for each Share subject to the related Option. No Tandem SAR may be
granted to a key employee in connection with an Incentive Stock Option in a
manner that will disqualify the Incentive Stock Option under Section 422 of the
Code unless the key employee consents thereto.

(b) Value. Upon exercise, an SAR shall entitle the Grantee to receive
from the Company the number of Shares (or cash equivalent thereof) having an
aggregate Fair Market Value equal to the following:

(i) in the case of a Non-Tandem SAR, the excess of the Fair
Market Value of one Share as of the date on which the SAR is exercised over the
base Share price specified in such SAR, multiplied by the number of Shares then
subject to the SAR, or the portion thereof being exercised.

(ii) in the case of a Tandem SAR, the excess of the Fair Market
Value of one Share as of the date on which the SAR is exercised over the
exercise price per Share specified in such Option, multiplied by the number of
Shares then subject to the Option, or the portion thereof as to which the SAR is
being exercised. Cash shall be delivered in lieu of any fractional shares. The
Committee, in its discretion, shall be entitled to cause the Company to elect to
settle any part or all of its obligation arising out of the exercise of an SAR
by the payment of cash in lieu of all or part of the Shares it would otherwise
be obligated to deliver in an amount equal to the Fair Market Value of such
Shares on the date of exercise. So long as the Grantee is subject to Section
16(b) of the Securities Exchange Act of 1934 with respect to securities of the
Company, the Committee may not cause the Company to elect to settle any part or
all of its obligation arising out of the exercise of an SAR by the payment of
cash pursuant to this subparagraph, unless (A) such exercise occurs no earlier
than six months after the date of grant of the SAR and during the period
beginning on the third business day following the date of release by the Company
for publication of its quarterly or annual summary statement of sales and
earnings and ending on the twelfth business day following such date, and (B) the
Committee approves such form of settlement.

(c) Exercise of Tandem SARs. A Tandem SAR shall be exercisable during
such time, and be subject to such restrictions and conditions and other terms,
as the Committee shall specify at the time such Tandem SAR is granted which
restrictions and conditions and other terms need not be the same for all
Grantees. Notwithstanding the preceding sentence, the Tandem SAR shall be
exercisable only at such time as the Option to which it relates is exercisable
and shall be subject to the restrictions and conditions and other terms
applicable to such Option. Upon the exercise of a Tandem SAR, the unexercised
Option, or the portion thereof to which the exercised portion of the Tandem SAR
is related, shall expire. The exercise of any Option shall cause the expiration
of the Tandem SAR related to such Option, or portion thereof, that is exercised.

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(d) Exercise of Non-Tandem SARs.

(i) A Non-Tandem SAR granted under the Plan shall be exercisable
during such time, and shall be subject to such restrictions and conditions and
other terms, as the Committee shall specify at the time the Non-Tandem SAR is
granted. The Committee may establish performance goals to be achieved within
such periods as may be selected by it in its sole discretion, using such
measures of the performance of the Company and/or its Subsidiaries as it may
select. Without limiting the generality of the foregoing, the Committee may
specify a minimum number of full shares with respect to which any exercise of a
Non-Tandem SAR must be made.

(ii) Subject to earlier termination as provided in the last
sentence of this paragraph, a Non-Tandem SAR granted under the Plan shall expire
on the date specified by the Committee, provided that such date shall not be
more than 10 years after the Date of Grant. The Committee shall specify at the
time each Non-Tandem SAR is granted, the time during which the Non-Tandem SAR
may be exercised prior to its expiration and other provisions relevant to the
SAR. The Committee, in its discretion, shall have the power to accelerate the
dates for exercise of any or all Non-Tandem SARs or any part thereof, granted
under the Plan. Notwithstanding the foregoing, any Non-Tandem SAR shall expire,
notwithstanding any restrictions and conditions that the Committee may impose,
following a termination of his employment with the Company or its Subsidiaries
in the same manner as an Option held by such Grantee would expire pursuant to
the provisions of paragraph 6(c).

(e) Acceleration. Notwithstanding any restrictions or conditions
imposed on an SAR pursuant to paragraphs (c) or (d)(i) above, an SAR granted
under the Plan shall be immediately exercisable in the event of the termination
of the Grantee's employment (A) because of the Grantee's Disability or death,
(B) in connection with the Grantee's retirement at or after age 62, or (C) upon
a Change in Control.

(f) Parties Entitled to Exercise SARs. An SAR may be exercised only
by the Grantee (or by a legatee or legatees of such SAR under his last will), by
his executors, personal representatives or distributees, by an assignee or
assignees, or by a transferee to the extent that a transfer of the SAR is
permitted pursuant to paragraph 11(b).

(g) Settlement of SARs. As soon as is reasonably practicable after
the exercise of an SAR, the Company shall (i) issue, in the name of the Grantee,
stock certificates representing the total number of full Shares to which the
Grantee is entitled pursuant to subparagraph 7(d) hereof and cash in an amount
equal to the Fair Market Value, as of the date of exercise, of any resulting
fractional Shares, and (ii) if the Committee causes the Company to elect to
settle all or part of its obligations arising out of the exercise of the SAR in
cash, deliver to the Grantee an amount in cash equal to the Fair Market Value,
as of the date of exercise, of the Shares it would otherwise be obligated to
deliver.

8. Dividend Equivalents. A Dividend Equivalent shall be related to a
number of Shares specified at the time of grant and shall entitle the holder to
cash payments that equal the cash dividend, if any, paid with respect to such
Shares provided that the Dividend Equivalent is outstanding on the record date
thereof and that it is not subject to any condition limiting the Grantee's right
to receive such payments. A Dividend Equivalent shall be subject to such
restrictions and conditions and other terms including those relating to
expiration of forfeiture, as

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the Committee shall specify at the time such Dividend Equivalent is granted. A
Dividend Equivalent granted pursuant to subsection 3(c) shall not be subject to
any restriction or condition limiting the Grantee's right to receive the cash
payment discussed above from and after the second anniversary of its Date of
Grant. Notwithstanding the foregoing, any restriction or condition (other than
expiration or forfeiture) limiting the Grantee's right to receive the cash
payment described above shall lapse in the event of (A) the termination of the
Grantee's employment because of the Grantee's Disability or death, (B) the
termination of the Grantee's employment in connection with the Grantee's
retirement at or after age 62, or (C) upon a Change in Control.

9. Withholding. Whenever under the Plan a Grantee recognizes income with
respect to any Share Awards, Options, SARs or Dividend Equivalents (the "Award")
hereunder, the Company shall have the right to withhold from amounts payable to
such recipient in any manner, as necessary to satisfy all federal, state and
local payroll tax withholding requirements. Without limiting the generality of
the foregoing, (i) a Grantee may elect to satisfy all or part of the foregoing
withholding requirements by delivery of unrestricted Shares owned by the Grantee
having a Fair Market Value (determined as of the date of such delivery by the
Grantee) equal to the amount to be so withheld; and (ii) the Committee may
permit any such delivery to be made by withholding Shares otherwise issuable
pursuant to the award giving rise to the tax withholding obligation (in which
event the date of delivery shall be deemed the date such award was exercised).
If Shares are being surrendered by or withheld for a Grantee who is subject to
Section 16 of the Act, the foregoing shall be accomplished in a manner
consistent with Rule 16b-3(e) thereunder.

10. Compliance with Applicable Laws. Notwithstanding any other provision
in the Plan, the Company shall have no liability to issue any Shares under the
Plan unless such issuance would comply with all applicable laws and applicable
requirements of any securities exchange or similar entity. Prior to the issuance
of any Shares under the Plan, the Company may require a written statement that
the recipient is acquiring the Shares for investment and not for the purpose of
with the intention of distributing the Shares.

11. Transferability. This paragraph 11 shall govern the transferability
of the various benefits under this Plan.

(a) Share Awards. The Shares subject to Share Awards granted under
paragraph 3(a) or 3(c) shall not be sold, assigned, pledged or otherwise
transferred, voluntarily or involuntarily, by the Grantee, while they are
subject to the restrictions described in paragraph 5(a).

(b) Options, SARs and Dividend Equivalents. Options, SARs and
Dividend Equivalents granted under the Plan are not transferable except (i) by
will or by the laws of descent and distribution or, to the extent not
inconsistent with the applicable provisions of the Code, pursuant to a qualified
domestic relations order (as that term is defined in the Code); and (ii) a
Grantee may transfer all or part of an Option that is not an Incentive Stock
Option, or an SAR, to the Grantee's spouse, child or children, grandchild or
grandchildren, or other relatives or to a trust for the benefit of the Grantee
and/or any of the foregoing; provided that the transferee thereof shall hold
such Option or SAR subject to all of the conditions and restrictions contained
herein and otherwise applicable to the Option or SAR, and that, as a condition
to such transfer, the Company may require the transferee to agree in writing (in
a form acceptable to the Company) that the transfer is subject to such
conditions and restrictions. Except as provided in paragraphs 6(e) and 7(f),
Options and SARs may be exercised during the lifetime of the Grantee only by the
Grantee or

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the Grantee's transferees as provided in this paragraph, and after the death of
the Grantee, only as provided herein.

12. Employment and Shareholder Status. The Plan does not constitute a
contract of employment or continued service, and selection as a Grantee will not
give any employee or Grantee the right to be retained in the employ of the
Company or any Subsidiary or the right to continue as a trustee of the Company.
Any Option or a Share Award granted under the Plan shall not confer upon the
holder thereof any right as a shareholder of the Company prior to the issuance
of Shares pursuant to the exercise thereof. No person entitled to exercise any
Option or SAR granted under the Plan shall have any of the rights or privileges
of a shareholder of record with respect to any Shares issuable upon exercise of
such Option or SAR until certificates representing such Shares have been issued
and delivered. If the redistribution of Shares is restricted pursuant to
paragraph 13, certificates representing such Shares may bear a legend referring
to such restrictions.

13. Adjustments to Number of Shares Subject to the Plan and to Terms of
Options, SARs and Dividend Equivalents. Subject to the following provisions of
this paragraph 13, in the event of any change in the outstanding Shares by
reason of any share dividend, split, recapitalization, merger, consolidation,
combination, exchange of shares or other similar corporate change, the aggregate
number and kind of Shares reserved for issuance under the Plan or subject to
Options, SARs or Dividend Equivalents outstanding or to be granted under the
Plan shall be proportionately adjusted so that the value of each such unit shall
not be changed, and the terms of any outstanding Option, SAR or Dividend
Equivalent may be adjusted by the Committee in such manner as it deems
equitable, provided that in no event shall the Option price for a Share be
adjusted below the par value of such Share, nor shall any fraction of a Share be
issued upon the exercise of an Option. Shares subject to a Share Award shall be
treated in the same manner as other outstanding Shares; provided that any
conditions and restrictions applicable to a Share Award shall continue to apply
to any Shares, other security or other consideration received in connection with
the foregoing.

14. Agreement with Company. At the time of a grant, the Committee may
require a Grantee to enter into an agreement with the Company in a form
specified by the Committee agreeing to the terms and conditions of the Plan and
to such additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.

15. Term of Plan. The Plan was effective May 21, 1993. This amendment and
restatement is effective as of July 22, 1997. No Options, Share Awards or Share
Appreciation Rights may be granted under the Plan after May 21, 2003 or, if
earlier, the date on which the Plan is terminated pursuant to paragraph 16.

16. Amendment and Termination of Plan. Subject to any approval of the
shareholders of the Company which may be required by law, the Board of Trustees
of the Company may at any time amend, suspend or terminate the Plan, provided
that the number of timing of Options granted pursuant to paragraph 3(b) and the
terms and conditions of such Options may not be amended more frequently than
once in any six (6) month period except to comply with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder. No amendment, suspension or termination of the Plan shall alter or
impair any Share Award, Option, SAR or Dividend Equivalent previously granted
under the Plan without the consent of the holder thereof. No amendment requiring
shareholder approval under Section 240.16b-3 of the Act,

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Treasury Regulation Section 1.162-27 or Section 422 of the Code shall be valid
unless such shareholder approval is secured as provided therein.

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