Exhibit 10.2

DEERFIELD CAPITAL CORP.

FIRST AMENDED AND RESTATED

STOCK INCENTIVE PLAN

DEERFIELD CAPITAL CORP.

FIRST AMENDED AND RESTATED

STOCK INCENTIVE PLAN

TABLE OF CONTENTS

i

DEERFIELD CAPITAL CORP.

FIRST AMENDED AND RESTATED

STOCK INCENTIVE PLAN

ii

DEERFIELD CAPITAL CORP.

FIRST AMENDED AND RESTATED

STOCK INCENTIVE PLAN

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ARTICLE I

DEFINITIONS

1.01.                      Acquiring Person

Acquiring Person means that a Person, considered alone or together with all Control Affiliates and Associates of that Person, is or becomes directly or indirectly the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than fifty percent (50%) of the Company’s then outstanding securities entitled to vote generally in the election of the Board.

1.02.                      Administrator

Administrator means the Committee and any delegate of the Committee that is appointed in accordance with Article III.

1.03.                      Affiliate

Affiliate means any “subsidiary” or “parent” corporation (as such terms are defined in Section 424 of the Code) of the Company.

1.04.                      Agreement

Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an Incentive Award, an award of Performance Shares or an Option or SAR granted to such Participant.

1.05.                      Associate

Associate, with respect to any Person, is defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.  An Associate does not include the Company or a majority-owned subsidiary of the Company.

1.06.                      Board

Board means the Board of Directors of the Company.

1.07.                      Change in Control

Change in Control means (i) the ownership or acquisition by any Person (other than a Qualified Affiliate) of more than fifty percent (50%) of the Company’s then outstanding voting securities; (ii) the merger or consolidation of the Company with or into any other Person (other than a Qualified Affiliate), if, immediately following the merger or consolidation, Persons who did not own outstanding voting securities immediately before the merger or consolidation directly or indirectly own more than fifty percent (50%) of the outstanding shares of voting stock of the surviving entity; (iii) any one or a series of related sales or conveyances to any Person (other than any one or more Qualified Affiliates) of all or substantially all of the assets of the Company; (iv) the complete liquidation or dissolution of the Company; or (v) Continuing Directors cease to be a majority of the Board.

1.08.                      Code

Code means the Internal Revenue Code of 1986, and any amendments thereto.

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1.09.                      Committee

Committee means the Compensation Committee of the Board.  During any period in which the Board does not have a Compensation Committee references in this Plan to the “Committee” shall mean the Board.

1.10.                      Common Stock

Common Stock means the common shares of beneficial interest of the Company.

1.11.                      Company

Company means Deerfield Capital Corp., a Maryland corporation.

1.12.                      Continuing Director

Continuing Director means any member of the Board, while a member of the Board and who was a member of the Board on the effective date of the adoption of this First Amended and Restated Deerfield Capital Corp. Stock Incentive Plan or whose nomination for or election to the Board was recommended or approved by a majority of the Continuing Directors who were then members of the Board.

Control Affiliate with respect to any Person, means an affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

1.13.                      Control Change Date

Control Change Date means the date on which a Change in Control occurs.  If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

1.14.                      Corresponding SAR

Corresponding SAR means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.

1.15.                      Exchange Act

Exchange Act means the Securities Exchange Act of 1934, as amended.

1.16.                      Fair Market Value

Fair Market Value means, on any given date, the fair market value of a share of Common Stock as determined by the Committee using any reasonable method in good faith.

1.17.                      Incentive Award

Incentive Award means an award which, subject to such terms and conditions as may be prescribed by the Committee, entitles the Participant to receive a cash payment from the Company or an Affiliate.

1.18.                      Manager

Manager means Deerfield Capital Management LLC or any other person or entity that may become the manager of the Company after December 17, 2004.

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1.19.                      Option

Option means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement.

1.20.                      Participant

Participant means an employee of the Company or an Affiliate, the Manager or any employee of the Manager who provides services to the Company, a member of the Board, or a person or entity that provides services to the Company or an Affiliate and who satisfies the requirements of Article IV and is selected by the Administrator to receive an award of Performance Shares, a Stock Award, an Incentive Award, an Option, an SAR or a combination thereof.

1.21.                      Performance Measure

“Performance Measure” means any one or more of the following selected by the Administrator to measure the performance, for a Performance Period, by the Company, an Affiliate or a business or portfolio unit or segment of the Company or an Affiliate.  A Performance Measure may be (a) an absolute amount or a percentage of an amount, (b) relative to the performance of other companies or benchmarks or indexes, (c) based on absolute values or values based on a share of Common Stock (Share), (d) based on absolute or percentage change in the Performance Measure over a specified period, and (e) basic, diluted or adjusted.  Each Performance Measure shall, to the extent applicable, be determined in accordance with generally accepted accounting principles as consistently applied by the Company, or such other standard applied by the Administrator and, to the extent permitted under Code Section 162(m), adjusted to omit the effects of non-recurring, non-cash or other items, as determined by the Administrator.

·                  Total shareholder return, whether measured as (i) total stock price appreciation plus value of dividends paid; (ii) the per annum compounded rate of increase in the Fair Market Value of an investment in Shares on the first day of the Performance Period (assuming purchase of Shares at their fair market value on such day) through the last day of the Performance Period, plus all dividends or distributions paid with respect to such Shares during the Performance Period, and assuming reinvestment in Shares of all such dividends and distributions; or (iii) other appropriate method.

·                  Total shareholder returns compared with such returns generated by similar businesses.

·                  Return on equity.

·                  Return on invested capital or assets.

·                  Net return on net investment or on average net investment.

·                  REIT taxable income.

·                  Cash dividends per Share.

·                  Cash flow, cash or funds available for distributions, and adjusted funds from operations or cash flow.

·                  Share price appreciation, meaning an increase in the price or value of the Shares after the date of grant of an award, and changes (or the absence thereof) in the price per Share or aggregate market price of the Shares.

·                  GAAP net income.

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·                  Total revenues, whether consolidated or by specific product line.

·                  EBITDA, meaning aggregate consolidated net income for the specified period plus (without duplication and only to the extent such amount was deducted in calculating such consolidated net income) any one or more of the following items on a consolidated basis: (i) specified categories of interest expense; (ii) income taxes; (iii) depreciation expense; and (iv) amortization expense; and  minus (without duplication and only to the extent such amount was included in calculating such consolidated net income) any one or more of the following items on a consolidated basis: (v) specified categories of interest income; and (vi) other income appropriately excluded.

·                  Operating earnings, meaning income before taxes, or other appropriate measure of calculating operating earnings.

·                  Net earnings.

·                  Book value.

·                  Ratio of pre-tax net income to gross income.

·                  Assets under investment management (AUM), whether in total, in specific strategies, funds or accounts, or any combination thereof.

·                  Return on AUM, whether in total or in specific strategies, funds or accounts.

·                  Investment management fees, whether asset-based, performance-based or any combination thereof, and whether in total, or in specific strategies, funds or accounts, or any combination thereof.

·                  New originations of assets.

·                  Performance with respect to any one or more of the following specific parameters: revenue, cost, expense, AUM, investment return or other financial targets, on an absolute basis or relative to one or more benchmarks or indexes.

1.22.                      Performance Period

Performance Period means a fiscal year of the Company or any other period designated by the Administrator, over which the attainment of one or more Performance Measures will be calculated to determine a Participant’s rights in respect of an award.

1.23.                      Performance Shares

Performance Shares means an award, in the amount determined by the Administrator, stated with reference to a specified number of shares of Common Stock, that in accordance with the terms of an Agreement entitles the holder to receive a cash payment or shares of Common Stock or a combination thereof.

1.24.                      Person

Person means any human being, firm, corporation, partnership, or other entity.  “Person” also includes any human being, firm, corporation, partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act.  The term “Person” does not include the Company or any Related Entity, and the term Person does not include any employee-benefit plan maintained by the Company or any Related Entity, and any person or entity organized, appointed, or established by the Company or any Related Entity for or pursuant to the terms of any such

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employee-benefit plan, unless the Board determines that such an employee-benefit plan or such person or entity is a “Person”.

1.25.                      Plan

Plan means this First Amended and Restated Deerfield Capital Corp. Stock Incentive Plan, adopted on July 2, 2007, which amends and restates the Deerfield Triarc Capital Corp. Stock Incentive Plan, adopted on December 17, 2004 (the “Initial Plan”)

1.26.                      Qualified Affiliate

Qualified Affiliate means (i) any directly or indirectly wholly owned subsidiary of the Company; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; or (iii) any Person directly or indirectly controlling or controlled by or under common control with the Company, the Manager or Triarc Companies, Inc. as of the date that the First Amended and Restated Stock Incentive Plan is adopted by the Board, including without limitation, Nelson Peltz, Peter May and any Persons directly or indirectly controlled by or under common control with Nelson Peltz or Peter May.  For purposes of this definition, “controlled” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

1.27.                      Related Entity

Related Entity means any entity that is part of a controlled group of corporations or is under common control with the Company within the meaning of Sections 1563(a), 414(b) or 414(c) of the Code.

1.28.                      SAR

SAR means a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share of Common Stock encompassed by the exercise of such SAR, the amount determined by the Administrator and specified in an Agreement.  In the absence of such a determination, the holder shall be entitled to receive, with respect to each share of Common Stock encompassed by the exercise of such SAR, the excess of the Fair Market Value on the date of exercise over the Fair Market Value on the date of grant.    References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.

1.29.                      Stock Award

Stock Award means shares of Common Stock awarded to a Participant under Article VIII.

ARTICLE II
PURPOSES

The Plan is intended to assist the Company and its Affiliates in recruiting and retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and its shareholders.  The Plan is intended to permit the grant of both Options qualifying under Section 422 of the Code (“incentive stock options”) and Options not so qualifying, and the grant of SARs, Stock Awards, Performance Shares and Incentive Awards in accordance with the Plan and procedures that may be established by the Administrator.  No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option.  The proceeds received by the Company from the sale of shares of Common Stock pursuant to this Plan shall be used for general corporate purposes.

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ARTICLE III

ADMINISTRATION

The Plan shall be administered by the Administrator.  The Administrator shall have authority to grant Stock Awards, Incentive Awards, Performance Shares, Options and SARs upon such terms (not inconsistent with the provisions of this Plan), as the Administrator may consider appropriate.  Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option or SAR or on the transferability or forfeitability of a Stock Award, an Incentive Award or an award of Performance Shares.  Notwithstanding any such conditions, the Administrator may, in its discretion, (i) accelerate the time at which any Option or SAR may be exercised, or the time at which a Stock Award may become transferable or nonforfeitable or the time at which an award of Performance Shares may be settled or (ii) suspend the forfeiture of any award made under this Plan.  In addition, the Administrator shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan.  The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator.  Any decision made, or action taken, by the Administrator in connection with the administration of this Plan shall be final and conclusive.  Neither the Administrator nor any member of the Committee shall be liable for any act done in good faith with respect to this Plan or any Agreement, Option, SAR, Stock Award, Incentive Award or award of Performance Shares.  All expenses of administering this Plan shall be borne by the Company.

The Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee’s authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.  The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation.

ARTICLE IV

ELIGIBILITY

Any employee of the Company or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), the Manager or any employee of the Manager who provides services to the Company, any member of the Board and any person or entity that provides services to the Company or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan) is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that such person or entity has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate.

ARTICLE V

COMMON STOCK SUBJECT TO PLAN

5.01.                     Common Stock Issued

Upon the award of Common Stock pursuant to a Stock Award or in settlement of an award of Performance Shares, the Company may issue Common Stock from its authorized but unissued Common Stock.  Upon the exercise of any Option or SAR, the Company may deliver to the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock from its authorized but unissued Common Stock.

5.02.                     Aggregate Limit

The maximum aggregate number of shares of Common Stock that may be issued under this Plan pursuant to the exercise of SARs and Options and the grant of Stock Awards and the settlement of Performance Shares is equal to 6,136,725 shares of Common Stock.  (This amount includes those shares of Common Stock issued or issuable under awards granted pursuant to the Initial Plan.)  The maximum aggregate number of shares of Common

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Stock that may be issued under this Plan and the maximum number of shares that may be issued upon the exercise of incentive stock options shall be subject to adjustment as provided in Article XII.

5.03.                     Participant Limit

No Person may be granted Options, SARs, Performance Shares or Stock Awards in any calendar year which, in aggregate, cover more than 1,000,000 shares of Common Stock.

5.04.                     Reallocation of Shares

If an Option is terminated, in whole or in part, for any reason other than its exercise or the exercise of a Corresponding SAR that is settled with shares of Common Stock, the number of shares allocated to the Option or portion thereof that is terminated may be reallocated to other Options, SARs, Performance Shares, and Stock Awards to be granted under this Plan.  If an SAR is terminated, in whole or in part, for any reason other than its exercise that is settled with shares of Common Stock or the exercise of a related Option, the number of shares of Common Stock allocated to the SAR or portion thereof that is terminated may be reallocated to other Options, SARs, Performance Shares, and Stock Awards to be granted under this Plan.  If an award of Performance Shares is terminated, in whole or in part, for any reason other than its settlement with shares of Common Stock, the number of shares allocated to the Performance Share award or portion thereof that is terminated may be reallocated to other Options, SARs, Performance Shares, and Stock Awards to be granted under this Plan.  If a Stock Award is forfeited, in whole or in part, for any reason, the number of shares of Common Stock allocated to the Stock Award or portion thereof that is forfeited may be reallocated to other Options, SARs, Performance Shares and Stock Awards to be granted under this Plan.

ARTICLE VI

OPTIONS

6.01.                     Award

In accordance with the provisions of Article IV, the Administrator will designate each Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such awards.

6.02.                     Option Price

The price per share for shares of Common Stock purchased on the exercise of an Option shall be determined by the Administrator on the date of grant, but shall not be less than the Fair Market Value on the date the Option is granted.  Except for adjustments in accordance with Article XII, the price per share of an outstanding Option may not be reduced (by amendment, substitution or otherwise) without the approval of the Company’s shareholders.

6.03.                     Maximum Option Period

The maximum period in which an Option may be exercised shall be determined by the Administrator on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted. The terms of any Option may provide that it is exercisable for a period less than such maximum period.

6.04.                     Nontransferability

Except as provided in Section 6.05, each Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution.  In the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities.  Except as provided in Section 6.05, during the lifetime of the Participant to

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whom the Option is granted, the Option may be exercised only by the Participant.  No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

6.05.                     Transferable Options

Section 6.04 to the contrary notwithstanding, if the Agreement provides, an Option that is not an incentive stock option may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time and any Option held by the Manager may be transferred to one or more individuals who provide services to the Manager on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time.  The holder of an Option transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant; provided, however, that such transferee may not transfer the Option except by will or the laws of descent and distribution.  In the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding SAR that relates to such Option must be transferred to the same person or persons or entity or entities.

6.06.                     Employee Status

For purposes of determining the applicability of Section 422 of the Code (relating to incentive stock options), or in the event that the terms of any Option provide that it may be exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.

6.07.                     Exercise

Subject to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Administrator shall determine; provided, however, that incentive stock options (granted under the Plan and all plans of the Company and its Affiliates) may not be first exercisable in a calendar year for shares of Common Stock having a Fair Market Value (determined as of the date an Option is granted) exceeding $100,000.  An Option granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the Option could be exercised.  A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the Option.  The exercise of an Option shall result in the termination of any Corresponding SAR to the extent of the number of shares with respect to which the Option is exercised.

6.08.                     Payment

Subject to rules established by the Administrator and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, a cash equivalent acceptable to the Administrator, with shares of Common Stock or a combination of cash, acceptable cash equivalent or Common Stock.  If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalent and the Fair Market Value (determined as of the day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.

6.09.                     Change in Control

Section 6.07 to the contrary notwithstanding, each outstanding Option granted before January 1, 2008 shall be fully exercisable (in whole or in part at the discretion of the holder) on and after a Control Change Date.

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Section 6.07 to the contrary notwithstanding, the Committee, in its discretion, shall determine the extent to which the exercisability of an outstanding Option granted after December 31, 2007, shall be accelerated on account of a Change in Control and the Committee’s determination may be made on the date of  the grant of the Option or thereafter.

6.10.                     Shareholder Rights

No Participant shall have any rights as a shareholder with respect to shares subject to his Option until the date of exercise of such Option.

6.11.                     Disposition of Shares

A Participant shall notify the Company of any sale or other disposition of shares acquired pursuant to an Option that was an incentive stock option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of shares to the Participant.  Such notice shall be in writing and directed to the Secretary of the Company.

ARTICLE VII

SARS

7.01.                     Award

In accordance with the provisions of Article IV, the Administrator will designate each individual to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such awards.  No Participant may be granted Corresponding SARs (under all incentive stock option plans of the Company and its Affiliates) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000.

7.02.                     Maximum SAR Period

The term of each SAR shall be determined by the Administrator on the date of grant, except that no SAR shall have a term of more than ten years or, in the case of a Corresponding SAR, the term of the related Option.  The terms of any SAR may provide that it has a term that is less than such maximum period.

7.03.                     Nontransferability

Except as provided in Section 7.04, each SAR granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution.  In the event of any such transfer, a Corresponding SAR and the related Option must be transferred to the same person or persons or entity or entities.  Except as provided in Section 7.04, during the lifetime of the Participant to whom the SAR is granted, the SAR may be exercised only by the Participant.  No right or interest of a Participant in any SAR shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

7.04.                     Transferable SARs

Section 7.03 to the contrary notwithstanding, if the Agreement provides, an SAR, other than a Corresponding SAR that is related to an incentive stock option, may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time and any SAR held by the Manager may be transferred to one or more individuals who provide services to the Manager on such terms and conditions as may be

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permitted under Rule 16b-3 under the Exchange Act as in effect from time to time.  The holder of an SAR transferred pursuant to this Section shall be bound by the same terms and conditions that governed the SAR during the period that it was held by the Participant; provided, however, that such transferee may not transfer the SAR except by will or the laws of descent and distribution.  In the event of any transfer of a Corresponding SAR (by the Participant or his transferee), the Corresponding SAR and the related Option must be transferred to the same person or person or entity or entities.

7.05.                     Exercise

Subject to the provisions of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Administrator shall determine; provided, however, that a Corresponding SAR that is related to an incentive stock option may be exercised only to the extent that the related Option is exercisable and only when the Fair Market Value exceeds the option price of the related Option.  An SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised.  A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the SAR.  The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with respect to which the SAR is exercised.

7.06.                     Change in Control

Section 7.05 to the contrary notwithstanding, each outstanding SAR granted before January 1, 2008 shall be fully exercisable (in whole or in part at the discretion of the holder) on and after a Control Change Date.

Section 7.05 to the contrary notwithstanding, the Committee, in its discretion, shall determine the extent to which the exercisability of an outstanding SAR granted after December 31, 2007, shall be accelerated on account of a Change in Control and the Committee’s determination may be made on the date of the grant of the SAR or thereafter.

7.07.                     Employee Status

If the terms of any SAR provide that it may be exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.

7.08.                     Settlement

At the Administrator’s discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and Common Stock.  No fractional share will be deliverable upon the exercise of an SAR but a cash payment will be made in lieu thereof.

7.09.                     Shareholder Rights

No Participant shall, as a result of receiving an SAR, have any rights as a shareholder of the Company or any Affiliate until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.

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ARTICLE VIII

STOCK AWARDS

8.01.                     Award

In accordance with the provisions of Article IV, the Administrator will designate each individual to whom a Stock Award is to be made and will specify the number of shares covered by such awards.

8.02.                     Vesting

The Administrator, on the date of the award, may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period of time or subject to such conditions as may be set forth in the Agreement.

8.03.                     Performance Objectives

In accordance with Section 8.02, the Administrator may prescribe that Stock Awards will become vested or transferable or both based on such Performance Measure or Measures as may be selected by the Administrator.  If the Administrator, on the date of award, prescribes that a Stock Award shall become nonforfeitable and transferable only upon the attainment of one or more Performance Measures, the shares subject to such Stock Award shall become nonforfeitable and transferable only to the extent that the Administrator certifies that such Performance Measure(s) have been achieved.

8.04.                     Employee Status

In the event that the terms of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period of employment, the Administrator may decide in each case to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment.

8.05.                     Change in Control

Sections 8.02, 8.03 and 8.04 to the contrary notwithstanding, each outstanding Stock Award granted before January 1, 2008 shall be transferable and nonforfeitable on and after a Control Change Date.

Sections 8.02, 8.03 and 8.04 to the contrary notwithstanding, the Committee, in its discretion, shall determine the extent to which the transferability and nonforfeitability of a Stock Award granted after December 31, 2007, shall be accelerated on account of a Change in Control and the Committee’s determination may be made on the date of the grant of the Stock Award or thereafter.

8.06.                     Shareholder Rights

Prior to their forfeiture (in accordance with the applicable Agreement and while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or are nontransferable), a Participant will have all rights of a shareholder with respect to a Stock Award, including the right to receive dividends and vote the shares; provided, however, that during such period (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares granted pursuant to a Stock Award, (ii) the Company shall retain custody of the certificates evidencing shares granted pursuant to a Stock Award, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award.  The limitations set forth in the preceding sentence shall not apply after the shares granted under the Stock Award are transferable and are no longer forfeitable.

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ARTICLE IX

PERFORMANCE SHARE AWARDS

9.01.                     Award

In accordance with the provisions of Article IV, the Administrator will designate each individual to whom an award of Performance Shares is to be made and will specify the number of shares covered by such awards.

9.02.                     Earning the Award

The Administrator, on the date of the grant of an award, may prescribe that a Participant’s rights in an award of Performance Shares may be earned only upon satisfaction of requirements prescribed by the Administrator. In accordance with the preceding sentence, the Administrator may prescribe that the Performance Shares, or portion thereof, will be earned, and the Participant will be entitled to receive payment pursuant to the award of Performance Shares, only upon the satisfaction of performance objectives and such other criteria as may be prescribed by the Administrator during a performance measurement period prescribed by the Administrator.  The performance objectives may be stated with respect to the Company’s, an Affiliate’s or a business unit’s return on equity, total earnings, earnings per share, earnings growth, return on capital, funds from operations, Fair Market Value, Common Stock price appreciation, funds from operations per share, peer stockholder returns or such other measures as may be selected by the Administrator.  If the Administrator so prescribes, no payments will be made with respect to Performance Shares unless, and then only to the extent that, the Administrator certifies that such objectives have been achieved.

9.03.                     Payment

In the discretion of the Administrator, the amount payable when an award of Performance Shares is earned may be settled in cash, by the issuance of shares of Common Stock, or a combination thereof.  A fractional share of Common Stock shall not be deliverable when an award of Performance Shares is earned, but a cash payment will be made in lieu thereof.

9.04.                     Shareholder Rights

No Participant shall, as a result of receiving an award of Performance Shares, have any rights as a shareholder until and to the extent that the award of Performance Shares is earned and settled in shares of Common Stock.  After an award of Performance Shares is earned and settled in shares, a Participant will have all the rights of a shareholder as described in Section 8.06.

9.05.                     Nontransferability

Except as provided in Section 9.06, Performance Shares granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution.  No right or interest of a Participant in any Performance Shares shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

9.06.                     Transferable Performance Shares

Section 9.05 to the contrary notwithstanding, if the Agreement provides, an award of Performance Shares may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time and any award of Performance Shares held by the Manager may be transferred to one or more individuals who provide services to the Manager on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time.  The holder of Performance Shares transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Performance Shares during the period that they were held

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by the Participant; provided, however that such transferee may not transfer Performance Shares except by will or the laws of descent and distribution.

9.07.                     Employee Status

In the event that the terms of any Performance Share award provide that no payment will be made unless the Participant completes a stated period of employment or continued service, the Administrator may decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.

9.08.                     Change in Control

Section 9.02 to the contrary notwithstanding, on and after a Control Change Date, each outstanding Performance Share award granted before January 1, 2008 shall be earned as of a Control Change Date and any shares of Common Stock issued as of the Control Change Date in settlement of the Performance Shares shall be nonforfeitable and transferable as of the Control Change Date.  Section 9.02 to the contrary notwithstanding, the Committee, in its discretion, shall determine the extent to which a Performance Share award granted after December 31, 2007 shall be earned on account of a Change in Control and whether any shares of Common Stock issued in settlement of the Performance Shares shall be nonforfeitable and transferable as of the Control Change Date, and the Committee’s determination may be made on the date of the grant of the Performance Share or thereafter.

ARTICLE X

INCENTIVE AWARDS

10.01.               Award.

The Administrator shall designate Participants to whom Incentive Awards are made.  All Incentive Awards shall be finally determined exclusively by the Administrator under the procedures established by the Administrator; provided, however, that no Participant may receive an Incentive Award payment in any Performance Period that exceeds $10,000,000.

10.02.               Earning the Award

The Administrator, on the date of the grant of an award, shall prescribe that the Incentive Award, or portion thereof, will be earned, and the Participant will be entitled to receive payment pursuant to the grant of an Incentive Award, only upon the satisfaction of one or ore Performance Measures specified by the Administrator.  No payments will be made with respect to such Incentive Awards unless, and then only to the extent that, the Administrator certifies that the specified Performance Measure(s) have been achieved.

10.03.               Shareholder Rights

No Participant shall, as a result of receiving an Incentive Award, have any rights as a shareholder.

10.04.               Nontransferability.

Except as provided in Section 10.05, Incentive Awards granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution.  No right or interest of a Participant in any Incentive Awards shall be liable for, or subject to, any lien, obligation, or liability of such Participant.

10.05.               Transferable Incentive Awards

Section 10.04 to the contrary notwithstanding, if the Agreement provides, an Incentive Award may be transferred by a Participant to the Participant’s children, grandchildren, spouse, one or more trusts for the benefit of

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such family members or a partnership in which such family members are the only partners, on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time and any Incentive Award held by the Manager may be transferred to one or more individuals who provide services to the Manager on such terms and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in effect from time to time.  The holder of Incentive Awards transferred pursuant to this Section shall be bound by the same terms and conditions that governed the Incentive Award during the period that they were held by the Participant; provided, however that such transferee may not transfer Incentive Awards except by will or the laws of descent and distribution.

10.06.               Employee Status.

  In the event that the terms of any Incentive Award provide that no payment will be made unless the Participant completes a stated period of employment or continued service, the Administrator may decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.

10.07.               Change in Control

Section 10.02 to the contrary notwithstanding, on and after a Control Change Date, each outstanding Incentive Award granted before January 1, 2008 shall be earned as of a Control Change Date.  Section 10.02 to the contrary notwithstanding, the Committee, in its discretion, shall determine the extent to which an Incentive Award granted after December 31, 2007, shall be earned on account of a Change in Control and the Committee’s determination may be made on the date of the grant of the Incentive Award or thereafter.

ARTICLE XI

LIMITATION ON BENEFITS

The benefits that a Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999.  As provided in this Article XI, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow a Participant to receive a greater Net After Tax Amount than a Participant would receive absent a reduction.

The Accounting Firm will first determine the amount of any Parachute Payments that are payable to a Participant.  The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments.

The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999 (the “Capped Payments”).  Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount.  If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any noncash benefits under this Plan or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any cash benefits under this Plan or any other plan, agreement or arrangement (with the source of the reduction to be directed by the Participant).  The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article XI, it is possible that amounts will have been paid or

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distributed to the Participant that should not have been paid or distributed under this Article XI (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under this Article XI (“Underpayments”).  If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Participant to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Participant is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999.  If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by the Company.

For purposes of this Article XI, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change Date.  For purposes of this Article XI, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant on the date of payment.  The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.  For purposes of this Article XI, the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

Notwithstanding any other provision of this Article XI, the limitations and provisions of this Article XI shall not apply to any Participant who, pursuant to an agreement with the Company or the terms of another plan maintained by the Company, is entitled to indemnification for any liability that the Participant may incur under Code Section 4999.

ARTICLE XII

ADJUSTMENT UPON CHANGE IN COMMON STOCK

The maximum number of shares as to which Options, SARs, Performance Shares, and Stock Awards may be granted; the terms of outstanding Stock Awards, Incentive Awards, Options, Performance Shares and SARs; the limitation on the number of shares of Common Stock that may be issued pursuant to the exercise of Options that are incentive stock options; and the per Person grant limitations shall be adjusted as the Board shall determine to be equitably required in the event that (i) the Company (a) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (b) engages in a transaction to which Section 424 of the Code applies or (ii) there occurs any other event which, in the judgment of the Board necessitates such action.  Any determination made under this Article XII by the Board shall be final and conclusive.

The issuance by the Company of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of stock or obligations of the Company convertible into such stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Options, SARs, Performance Shares, and Stock Awards may be granted; the limitation on the number of shares of Common Stock that may be issued pursuant to the exercise of Options that are incentive stock options; the terms of outstanding Stock Awards, Incentive Awards, Options, Performance Shares or SARs; or the per Person grant limitations.

The Committee may make Stock Awards and Incentive Awards and may grant Options, SARs and Performance Shares in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article XII.  Notwithstanding any

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provision of the Plan (other than the limitation of Section 5.02), the terms of such substituted Stock Awards, Options, SARs, Incentive Awards, or Performance Shares shall be as the Committee, in its discretion, determines is appropriate.

ARTICLE XIII

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Option or SAR shall be exercisable, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic stock exchanges on which the Company’s shares may be listed.  The Company shall have the right to rely on an opinion of its counsel as to such compliance.  Any stock certificate issued to evidence shares of Common Stock when a Stock Award is granted, a Performance Share is settled or for which an Option or SAR is exercised may bear such legends and statements as the Administrator may deem advisable to assure compliance with federal and state laws and regulations.  No Option or SAR shall be exercisable, no Stock Award or Performance Share shall be granted, no shares of Common Stock shall be issued, no certificate for shares of Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Administrator may deem advisable from regulatory bodies having jurisdiction over such matters.

No Option or SAR shall be exercisable, no shares of Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan, if such action would result in a Participant or other person owning, directly or indirectly, shares of Common Stock, or any other class of capital stock, which would be inconsistent with (i) the Real Estate Investment Trust ownership rules contained in the Code and regulations, including the “closely held” requirement under Sections 856(a)(6) and 856(h) of the Code, or (ii) any restrictions contained in the Company’s Charter or Articles of Incorporation that are in effect to preserve the Company’s status as a Real Estate Investment Trust.  Among other things, with enumerated exceptions, the Company’s Charter or Articles of Incorporation may provide that (a) generally no person may own, directly or indirectly under the attribution provisions of the Code, more than a stated percentage in value or number of the outstanding shares of any class or series of the Company’s capital stock and (b) no person may beneficially or constructively own or transfer shares of the Company’s capital stock if that ownership or transfer would result in the Company being “closely held” under Section 856(h) of the Code.

ARTICLE XIV

GENERAL PROVISIONS

14.01.               Effect on Employment and Service

Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate or in any way affect any right or power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor.

14.02.               Unfunded Plan

This Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan.  Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan.  No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

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14.03.               Rules of Construction

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference.  The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

ARTICLE XV

AMENDMENT

The Board may amend or terminate this Plan from time to time; provided, however, that no amendment may become effective until shareholder approval is obtained if that approval is required under applicable law or the rules and regulations of any exchange on which the Common Stock is listed.  No amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Stock Award, Performance Share award, Option or SAR outstanding at the time such amendment is made.

ARTICLE XVI

DURATION OF PLAN

No Stock Award, Performance Share Award, Option or SAR may be granted under this Plan after July 1, 2017.   Stock Awards, Performance Share awards, Options and SARs granted before that date, whether pursuant to the Plan or the Initial Plan, shall remain valid in accordance with their terms.

ARTICLE XVII

EFFECTIVE DATE OF PLAN

Options, SARs, Performance Shares, Stock Awards and Incentive Awards may be granted under this Plan on and after the date that it is approved by a majority of the votes entitled to be cast by the Company’s shareholders, voting in person or by proxy, at a duly held shareholders’ meeting.

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