Exhibit 10
OFFICERS AND/OR TRUSTEES DEFERRED FEE PLAN
ARTICLE I
BACKGROUND PURPOSE AND EFFECTIVE DATE
-------------------------------------
Section 1.01 Background and Purpose of the Plan, Certain Definitions
- ---------------------------------------------------------------------
First Real Estate Investment Trust of New Jersey, a New Jersey business trust
(the "Trust"), has established the Officers and Trustees: Deferred Fee Plan (the
"Plan") to allow its Officers and Trustees the opportunity to defer payment of
all or a portion of the fees they receive for serving as an Officer and/or
Trustee of the Trust.
Section 1.02 Effective Date and Term
- -------------------------------------
The Plan is effective as of November 1, 2000, and shall remain in
effect until otherwise amended or terminated by the Board of Trustees of the
Trust.
ARTICLE II
CONTRIBUTIONS
Section 2.01 Deferred Fees
- ---------------------------
With respect to each month, beginning with November, 2000, and
continuing during the period in which this Plan remains in effect, the Trust
shall credit an Officer and/or Trustee Deferred Fee Account, as hereinafter
defined, with the amount of future fees such Officer and/or Trustee elects in
writing (on a form provided by the Trust) to defer (hereinafter "Deferred
Fees"). Each officer and trustee can elect to defer all or a portion of his or
her annual fees and/or his or her meeting fees. Except in the case of the year
2000, an election to defer shall be made prior to the calendar year for which it
is effective. With respect to the year 2000, an election to defer shall be made
not later than November 15, 2000 and shall be effective with respect to fees
that are earned subsequent to the date of the election. An election shall be
irrevocable with respect to the calendar year to which it applies (or, in the
case of the year 2000, for the remainder of 2000) and shall remain in effect for
future calendar years unless a new election is made by such Officer and/or
Trustee effective with respect to a calendar year and delivered to the Trust by
the December 31 preceding such calendar year, or except to the extent set forth
in the next sentence. In the event an Officer and/or Trustee has elected an
in-service distribution date on a prior year's deferral form and fails to file a
new deferral form for the current deferral period so that the previously elected
in-service distribution date is then 24 months or less from the current deferral
period, the Officer and/or Trustee will be deemed to have filed a new election
for the current deferral period to have the amounts deferred for such period
paid to him at retirement. The crediting of the amounts deferred under this Plan
shall be made on the date on which such amounts would otherwise have been paid
to the Officer and/or Trustee.
ARTICLE III
ACCOUNT AND INVESTMENT
----------------------
Section 3.01 The Deferred Fee Account
-------------------------------------
1. Maintenance of the Account. The Trust shall maintain for each Officer
and/or Trustee who has elected to defer fees pursuant to Section 2.01 one or
more accounts (the "Deferred Fee Account(s)") to which it shall credit all
amounts allocated thereto in accordance with Section 2.01. Each Officer's and/or
Trustee's Deferred Fee Account(s) shall be adjusted no less often than quarterly
to reflect the net market value of assets in the Deferred Fee Account(s) under
Section 2.01 and pursuant to Section 3.02. Such adjustments shall be made until
no amounts remain in the Deferred Fee Account(s).
2. A Deferred Fee Account does not constitute a trust fund or escrow.
3. Each Officer's and/or Trustee's interest in his or her Deferred Fee
Account(s) is limited to the right to receive payments under this Plan, and the
Officer's and/or Trustee's position is that of a general unsecured creditor of
the Trust.
Section 3.02 Power to Invest
- -----------------------------
1. The Deferred Fee Account(s) shall be credited with interest on the
amount in such account at the beginning of every month at a rate equal to the
lower of the Composite Prime Rate as published from time to time in the Wall
Street Journal, as determined on November 1, February 1, May 1 and August 1 of
each year, or nine (9%) percent. The Committee in its sole discretion may permit
an Officer and/or Trustee to request that the amounts represented by one or more
of his or her Deferred Fee Account(s) be invested in equity securities, fixed
income securities, money market accounts and cash, as the Trust shall from time
to time allow as permitted investments under the Plan (an "Alternative
Investment"). Any request by an Officer and/or Trustee as to an Alternative
Investment shall be made in writing to the Committee and is subject to the
discretion of the Committee. The Deferred Fee Account(s) shall be credited with
earnings or losses (if any) based on the Alternative Investment selected, and as
and for the period as reported to the Committee. Amounts invested in an
Alternative Investment are not guaranteed by the Trust, and are subject to the
risk of loss of principal and earnings. The Committee shall determine the
frequency with which an Officer and/or Trustee may change his or her Alternative
Investments.
2. Any change in net market value of assets in the Deferred Fee Account(s)
shall be reflected in the Deferred Fee Account(s) on a quarterly basis (or on
such less frequent basis as reported to the Trust as to the Alternative
Investment).
3. The Trust shall not be liable to the Officer and/or Trustee or his or
her beneficiary for any loss or other claim arising under this Plan except for
that caused by its gross negligence or willful misconduct.
Section 3.03 Vesting
- ---------------------
At all times an Officer and/or Trustee shall have a 100% nonforfeitable
right to the amounts credited to his or her Deferred Fee Account(s); provided
that neither an Officer and/or Trustee nor his or her Beneficiary shall be
entitled to receive any amount in the Officer's and/or Trustee's Deferred Fee
Account(s) if it is determined at any time that Officer and/or Trustee engaged
in a dishonest act in the Officer's and/or Trustee's relationship with the
Trust.
ARTICLE IV
BENEFITS
--------
Section 4.01 Payment of Benefits
- ---------------------------------
1. At Retirement Age. At the time of entering into a deferral election, an
Officer and/or Trustee may elect to receive all or a part of his or her Deferred
Fee Account(s), including adjustments that continue to be made pursuant to
Article III (the "Plan Benefit") at the later of the retirement age specified by
the Officer and/or Trustee in his deferral election, or actual retirement. After
attainment of such retirement age or actual retirement, the value of the Plan
Benefit, shall be paid to him in a lump sum, or in a number of substantially
equal annual installments (not to exceed 10), as elected by an Officer and/or
Trustee at the same time and in the same manner as the election to defer is made
pursuant to Section 2.01. Such payments shall commence on the first day of the
first calendar year following the Officer's and/or Trustee's attainment of
retirement age or actual retirement of the Officer and/or Trustee, whichever is
later.
Upon Cessation of Service as an Officer and/or Trustee. Following an
Officer's and/or Trustee's cessation of service as an Officer and/or Trustee for
any reason prior to retirement (as set forth above) or death (the date of which
shall be referred to as the "Date of Cessation") the Trust shall, at the
election of the Officer and/or Trustee as set forth in his deferral election,
pay to the Officer and/or Trustee the Plan Benefit, in a lump sum or a number of
substantially equal annual payments (not to exceed 10), as elected by the
Officer and/or Trustee at the same time and in the same manner as the election
to defer is made pursuant to Section 2.01, Such payments shall commence on the
first day of the calendar year after the Date of Cessation of the Officer and/or
Trustee.
In-Service Distributions. At the time of entering into a deferral election,
an Officer and/or Trustee may elect to receive all or a part of his or her Plan
Benefit as an in-service distribution at some designated time in the future,
provided that the in-service distribution date shall be no earlier than the
January 1st of the calendar year that is at least two years following the year
for which the deferral election is made. All amounts deferred, including
earnings thereon, for which a specific in-service distribution year ("In-Service
Distribution Year") is elected, shall be allocated to a Deferred Fee Account
that will be maintained separately from the Deferred Fee Account(s) maintained
under (a) or (b) above. If amounts are deferred in two or more separate calendar
years but are designated for distribution in the same In-Service Distribution
Year, then such amounts shall be allocated to the same Deferred Fee Account.
Upon attainment of the In-Service Distribution Year, Plan Benefits designated
for the in-service distribution shall be paid to an Officer and/or Trustee in a
lump sum, or in a number of substantially equal annual installments (not to
exceed 10), as elected by an Officer and/or Trustee at the same time and in the
same manner as the election to defer is made pursuant to Section 2.01. Such
payments shall commence on the first day of the In-Service Distribution Year.
Change in Control. An Officer and/or Trustee may also, solely to the extent
permitted by the Committee, direct that all of the amounts then allocated to the
Officer's and/or Trustee's Deferred Fee Account(s) be distributable to the
Officer and/or Trustee upon a Change in Control of the Trust. For purposes of
this Plan, a Change in Control shall be deemed to have occurred, if at any time,
the Trust shall be acquired by any other Real Estate Investment Trust, a limited
liability company, partnership, corporation or other person or group.
Change in Payment Election. Notwithstanding the preceding provisions of
this Section 4.01 to the contrary, an Officer and/or Trustee may subsequently
elect, in such form and manner as prescribed by the Committee, that the amounts
credited to one or more of his Deferred Fee Account(s) be distributed commencing
on a date other than that originally selected, provided that any such election
is modified at least twelve (12) months (and more than one calendar year) prior
to (i) the date payments would otherwise commence (other than on account of an
Unforeseeable Emergency or a Change in Control) or (ii) the Officer's and/or
Trustee's termination of service for any reason as a member of the Board or as
an Officer of the Trust. For these purposes, a change in election on December
31, 2009 for benefits to be paid on January 1, 2011 (rather than on January 1,
2015) will satisfy the foregoing because the change is made at least 12 months
prior to the new distribution date and there is an intervening calendar year
(i.e., 2010) between the time of the the Committee, that the amounts credited to
his or her Deferred Fee Account(s) be paid in any one of the forms of benefit
payment
provided under this Section in lieu of the form of payment initially
modification and the new distribution date. Further, notwithstanding the
preceding provisions of this Section to the contrary, an Officer and/or Trustee
may also subsequently elect, in such form and manner as may be prescribed by
selected, provided that any such election is made at least twelve (12) months
(and more than one calendar year) prior to the earlier of the date payments
would otherwise commence (other than on account of an Unforseen Emergency or a
Change in Control) or the Officer's and/or Trustee's termination of service for
any reason as a member of the Board or as an Officer of the Trust.
Section 4.02 Upon Death
- ------------------------
1. Prior to Commencement of Payment of the Benefit. In the event of the death
prior to the commencement of payment of the Plan Benefit under Section 4.01, of
an Officer and/or Trustee, the Trust shall pay the Plan Benefit to the Officer's
and/or Trustee's Beneficiary, in a lump sum payment or in that number of
substantially equal annual payments (not to exceed 10) as elected by the Officer
and/or Trustee in his deferral election form. The Survivor Benefit shall be
payable at the time specified in the deferral election.
1. After Commencement of Payment of the Benefit. In the event of the death of an
Officer and/or Trustee after commencement of the Payment of the Plan Benefit
under Section 4.01, the Trust shall continue Payment of the remaining balance of
the Plan Benefit to the Officer's and/or Trustee's Beneficiary in the same
manner and at the same times as if the Officer and/or Trustee had not died.
Section 4.03 Unforeseeable Emergency
- -------------------------------------
1. In the case of an unforeseeable emergency, as defined below, an Officer
and/or Trustee may submit a written request to the Committee for (1) a cessation
of deferrals under this Plan and a distribution of all or a part of his or her
Deferred Fee Account(s) prior to the date benefits otherwise would be payable,
or (2) an acceleration of the payment of installment payments which have already
begun. Withdrawals or acceleration because of an unforeseeable emergency shall
be permitted only to the extent reasonably necessary to satisfy the emergency.
1. An unforeseeable emergency is a severe financial hardship resulting from
extraordinary and unforeseeable circumstances arising as a result of one or more
recent events beyond the control of the Officer and/or Trustee. The need to send
the Officer's and/or Trustee's child to college or the desire to purchase a
residence will not be considered unforeseeable emergencies. Withdrawals or
acceleration will not be permitted to the extent such emergency is or may be
relieved: (1) through reimbursement or compensation by insurance or otherwise,
(2) by liquidation of the Officer's and/or Trustee's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
(3) by cessation of deferrals under this Plan.
ARTICLE V
ADMINISTRATION
--------------
The Plan shall be administered by a Committee appointed by the Board of
Trustees of the Trust (hereinafter the "Committee"). The initial Committee shall
consist of the members of the Executive Committee. The Committee shall be
authorized to interpret the Plan and to make decisions regarding any questions
arising thereunder. Any such interpretation or decision of the Committee shall,
unless overruled or modified by the Board of Trustees, be final, conclusive and
binding upon all Officers and/or Trustees of the Trust and its subsidiaries and
upon any person claiming benefits or rights under the Plan by or through any
such individual. No member of the Committee shall be entitled to act on or
decide any matter relating solely to himself or herself or any of his or her
rights or benefits under the Plan. The Committee may, in its discretion,
designate a person or persons to carry out such duties or functions as the
Committee determines. Notwithstanding any provision of the Plan to the contrary,
any duty or function which may be performed by the Committee or its delegates
under the Plan may instead be performed by the Board of Trustees if the Board of
Trustees so determines in its sole discretion.
ARTICLE VI
AMENDMENT, SUSPENSION, OR TERMINATION
-------------------------------------
Section 6.01 Amendment, Suspension, or Termination
- ---------------------------------------------------
The Board of Trustees of the Trust may amend, suspend or terminate the
Plan, in whole or in part, at any time and from time to time by resolution
adopted at a regular or special meeting of such Board, and only in such manner.
Section 6.02 No Reduction
- --------------------------
No amendment, suspension or termination shall operate to adversely affect
the existing accrued benefit of any Officer and/or Trustee who is in service or
the Plan Benefit otherwise available to an Officer and/or Trustee if the Officer
and/or Trustee had ceased being an Officer and/or Trustee as of the effective
date of such amendment, suspension, or termination. Any Benefit determined as of
such date shall continue to be adjusted for net market value of assets remaining
in the Deferred Fee Account(s) adjusted as provided in Article III and payable
as provided in Article IV.
ARTICLE VII
MISCELLANEOUS PROVISIONS
------------------------
Section 7.01 Beneficiary
- -------------------------
"Beneficiary" shall mean any one or more persons, corporation or trusts, or
any combination thereof, last designated by an Officer and/or Trustee to receive
the Benefit provided under this Plan. Any designation made hereunder shall be
revocable, shall be in writing either on a facsimile of the form annexed hereto
as Schedule 1 or in a written instrument containing the information requested in
Schedule 1, and shall be effective when delivered to the Trust at its principal
office. If the Trust in its sole discretion determines that there is not a valid
designation, the Beneficiary shall be the executor or administrator of the
Officer's and/or Trustee's estate.
Section 7.02 Nonassignability
- ------------------------------
The interest of any person under this Plan (other than the Trust) shall not
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, attachment or encumbrance, or to the claims of creditors of
such person, and any attempt to effectuate any such actions shall be void.
Section 7.03 Interest of Officer and/or Trustee
- -----------------------------------------------
The Officer and/or Trustee and any Beneficiary shall be, in respect to the
Deferred Fee Account(s) and any Plan Benefit to be paid, and shall remain,
simply a creditor of the Trust in the same manner as any other creditor having a
general claim for compensation, if and when the Officer's and/or Trustee's or
Beneficiary's rights to receive payments shall mature and become payable. At no
time shall the Officer and/or Trustee be deemed to have any right, title or
interest, legal or equitable, in any asset of the Trust, including, but not
limited to, any investments which represent amounts credited to the Deferred Fee
Account(s).
Section 7.04 Withholding
- -------------------------
The Trust shall have the right to deduct or withhold from the Plan Benefits
paid under this Plan all taxes which may be required to be deducted or withheld
under any provision of law (including, but not limited to, Social Security
payments, income tax withholding and any other deduction or withholding required
by law) now in effect or which may become effective any time during the term of
this Plan.
Section 7.05 Exclusivity of Plan
- ---------------------------------
This Plan is intended solely for the purpose of deferring fees to the
Officer and/or Trustee to the mutual advantage of the parties. Nothing contained
in this Plan shall in any way affect or interfere with the right of an Officer
and/or Trustee to participate in any other benefit plan in which he or she may
be entitled to participate.
Section 7.06 No Right to Continued Service
- -------------------------------------------
This Plan shall not confer any right to continued service on an Officer
and/or Trustee of the Trust.
Section 7.07 Notice
- --------------------
Each notice and other communication to be given pursuant to this Plan shall
be in writing and shall be deemed given only when (a) delivered by hand, (b)
transmitted by facsimile (provided that a copy is sent at approximately the same
time by registered or certified mail, return receipt requested), (c) received by
the addressee, if sent by registered or certified mail, return receipt
requested, or (d) by Express Mail, Federal Express or other overnight delivery
service, to the Trust at its principal office and to an Officer and/or Trustee
at the last known address of such Officer and/or Trustee (or to such other
address or facsimile number as a party may specify by notice given to the other
party pursuant to this Section).
Section 7.08 New Jersey Law Controlling
- ----------------------------------------
This Plan shall be construed in accordance with the laws of the State of
New Jersey.
Section 7.09 Binding on Successors
- -----------------------------------
This Plan shall be binding upon the Officers and/or Trustees and the Trust,
and their heirs, successors, legal representatives and assigns.
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
OFFICERS AND/OR TRUSTEES
Deferral of Fees Form
Name:__________________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________
Telephone (daytime) _________________________
Social Security Number: _____________________
I am an _____OFFICER _____TRUSTEE of First Real Estate Investment Trust of New
Jersey
I elect to defer the following fees in the following amounts or percentages:
TYPE OF FEE AMOUNT OR PERCENTAGE DEFERRED
- ----------- -----------------------------
Officer's annual fee __________ _____________________________
Officer's meeting fee __________ _____________________________
Trustee's annual fee __________ _____________________________
Trustee's meeting fee __________ _____________________________
Date of this election:____________________
Officer's Signature:_______________________________________________________
Trustee's Signature:_______________________________________________________
Received by:(Signature) ___________________________________________________
Date:__________________________ Title:______________________________________
OFFICERS AND/OR TRUSTEES
Payment Election Form
With respect to the fees deferred pursuant to my Deferral of Fees dated
_________________, I, ________________, hereby elect to have my Plan Benefit
commence and the form of Plan Benefit payment to be as follows:
1. Retirement Benefit
------------------
I elect to receive my Plan Benefits as follows:
Benefit to commence: At retirement age of _________, or actual retirement,
if later.
Benefit to be paid: (check one) [__]Lump sum [__] Installments over ___
years (not to exceed
10).
1. Termination Benefit
-------------------
If my employment terminates before I am eligible to retire, I elect to
receive my benefits as follows:
Benefit to commence: [___] At termination [___] At the retirement age set
forth above.
Benefit to be paid: (check one) [___] Lump sum [___] Installments over ___
years (not to exceed
10).
1. In-Service Distribution
-----------------------
I elect to receive my Plan Benefit during service as follows:
Benefit to commence in ____ calendar year (must be at least 2 calendar
years after the year for which deferrals are made.)
Benefit to be paid: (check one) [__] Lump sum [__] Installments over ____
years (not to exceed
10).
1. Survivor Benefit
----------------
If my death occurs prior to commencement of my retirement benefit, I elect
to have survivor benefits paid as follows:
Benefit to commence: [___] Immediately [___] When it would have been
otherwise paid to me
as elected above.
Benefit to be paid: [___] Lump sum [___] Installments over ____ years (not
to exceed 10).
I designate the following as my beneficiary:___________________________________
Payment Election Form
Page 2
1. Change in Control
-----------------
If a Change in Control occurs, I elect to receive my Plan Benefit paid as
follows:
Benefit to commence: [___] Immediately [___] When it would have been
otherwise paid to me
as elected above.
Benefit to be paid: [___] Lump sum [___] Installments over ____ years (not
to exceed 10).
I understand that if I change in the date at which a Plan Benefit is to
commence, the change shall supersede the date of payment herein selected. Any
such change must be made on forms provided by the Company and must be made at
least twelve (12) months (and more than one calendar year) prior to the earlier
of (i) the date payments would otherwise commence (other than on account of an
Unforeseeable Emergency or a Change in Control as defined in the Plan) or (ii)
my termination of service for any reason as a member of the Board.
I understand that if I change the form of Plan Benefit payment, the change shall
supersede the form of payment herein selected. Any change must be made on forms
provided by the Company and must be made at least twelve (12) months (and more
than one calendar year) prior to the earlier of (i) the date payments would
otherwise commence (other than on account of an Unforeseeable Emergency or a
Change in Control as defined in the Plan) or (ii) my termination of service for
any reason as a member of the Board.
Dated:
Officer's Signature: ________________________________________________________
Trustee's Signature: _________________________________________________________
OFFICERS AND/OR TRUSTEES
Change of Payment Election Form
With respect to the fees deferred pursuant to my Deferral of Fees dated
_____________, ____________, I hereby elect to change the date at which my Plan
Benefit is to commence and/or the form of Plan Benefit payment as follows:
1. Retirement Benefit
------------------
I elect to receive my Plan Benefits as follows:
Benefit to commence: At retirement age of _________, or actual retirement,
if later.
Benefit to be paid: (check one) [__]Lump sum [__] Installments over ___
years (not to exceed
10).
1. Termination Benefit
-------------------
If my employment terminates before I am eligible to retire, I elect to
receive my benefits as follows:
Benefit to commence: [___] At termination [___] At the retirement age set
forth above.
Benefit to be paid: (check one) [___] Lump sum [___] Installments over ___
years (not to exceed
10).
1. In-Service Distribution
-----------------------
I elect to receive my Plan Benefit during service as follows:
Benefit to commence in _____ calendar year (must be at least 2 calendar
years after the year for which deferrals are made.)
Benefit to be paid: (check one) [__] Lump sum [__] Installments over ____
years (not to exceed
10).
1. Survivor Benefit
----------------
If my death occurs prior to commencement of my retirement benefit, I elect
to have survivor benefits paid as follows:
Benefit to commence: [___] Immediately [___] When it would have been
otherwise paid to me
as elected above.
Benefit to be paid: [___] Lump sum [___] Installments over ____ years (not
to exceed 10).
Change of Payment Election Form
Page 2
1. Change in Control
-----------------
If a Change in Control occurs, I elect to receive my Plan Benefit paid as
follows:
Benefit to commence: [___] Immediately [___] When it would have been
otherwise paid to me
as elected above.
Benefit to be paid: [___] Lump sum [___] Installments over ____ years (not
to exceed 10).
I understand that any change in the date at which a Plan Benefit is to commence
shall supersede the date of payment previously selected, provided it is made at
least twelve (12) months (and more than one calendar year) prior to the earlier
of (i) the date payments would otherwise commence (other than on account of an
Unforeseeable Emergency or a Change in Control as defined in the Plan) or (ii)
my termination of service for any reason as a member of the Board.
I understand that any change in the form of Plan Benefit payment shall supersede
the form of payment previously selected, provided it is made at least twelve
(12) months (and more than one calendar year) prior to the earlier of (i) the
date payments would otherwise commence (other than on account of an
Unforeseeable Emergency or a Change in Control as defined in the Plan) or (ii)
my termination of service for any reason as a member of the Board.
Dated:
Officer's Signature: ________________________________________________________
Trustee's Signature: _________________________________________________________
Amendment No. I
---------------
Officers and/or Trustees Deferred Fee Plan
------------------------------------------
This Amendment No. I to the Officers and/or Trustees Deferred Fee Plan (the
"Plan") is made as of November 1, 2000.
1. Article III, Section 3.02, Paragraph 1 of the Plan is amended to read
as follows:
Section 3.02 Power to Invest
1. The Deferred Fee Account(s) shall be credited with interest, at the
rate of nine percent (9.0%) per annum, on November 1, February 1, May
1 and August 1 of each year; interest to be compounded on a quarterly
basis. The Committee, in its sole discretion, may permit an Officer
and/or Trustee to request that the amounts represented by one or more
of his or her Deferred Fee Account(s) be invested in equity
securities, fixed income securities, money market accounts and cash,
as the Trust shall from time to time allow as permitted investments
under the Plan (an "Alternative Investment"). Any request by an
Officer and/or Trustee as to an Alternative Investment shall be made
in writing to the Committee and is subject to the discretion of the
Committee. The Deferred Fee Account(s) shall be credited with earnings
or losses (if any) based on the Alternative Investment selected, and
as and for the period as reported to the Committee. Amounts invested
in an Alternative Investment are not guaranteed by the Trust, and are
subject to the risk of loss of principal and earnings. The Committee
shall determine the frequency with which an Officer and/or Trustee may
change his or her Alternative Investments.
2. All other terms and conditions of the Plan remain as stated therein.
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. I as
the authorized Officer of First Real Estate Investment Trust of New Jersey
pursuant to the resolution adopted on January 31, 2001 by the Executive
Committee of the Board of Trustees.
ATTEST:
FIRST REAL ESTATE INVESTMENT TRUST
__________________________________ by: __________________________________
William R. DeLorenzo, Jr. Robert Hekemian, Chairman
Executive Secretary