* * LAURENCE C. SIEGEL

Exhibit 10.2

EMPLOYMENT CONTRACT

* * *
XXXXXXXX X. XXXXXX

* * *

TABLE OF CONTENTS

SECTION PAGE

1. Agreement of Employment; Effective Date................................................... 1
2. Term...................................................................................... 2
3. Compensation and Benefits................................................................. 2

(a) Salary and Special Bonus......................................................... 2
(b) Annual Bonus..................................................................... 3
(c) LTIP Awards...................................................................... 4
(d) Fringe Benefits.................................................................. 5
(e) Other Matters/Definitions........................................................ 6

4. Duties.................................................................................... 6
5. Termination............................................................................... 6

(a) Termination for Cause............................................................ 6
(b) Termination Without Cause........................................................ 7
(c) Termination by Employee.......................................................... 7

6. Competition............................................................................... 8
7. Confidentiality........................................................................... 10
8. Waiver.................................................................................... 10
9. Notices................................................................................... 10
10. Governing Law............................................................................. 11
11. Amendments, Etc........................................................................... 11
12. Headings and Captions..................................................................... 11
13. Execution in Counterparts................................................................. 11
14. Miscellaneous............................................................................. 11

TABLE OF DEFINED TERMS

EXHIBITS

A List of Super Regional Value and Entertainment Malls and Community Shopping Centers

B Trust Under the Xxxxxxxx X. Xxxxxx Employment Contract

C List of entities not deemed to violate the Agreement

TABLE OF DEFINED TERMS

TERM SECTION PAGE

Agreement Preamble 1
Annual Bonus 3(b)(i) 3
Base Salary 3(a)(i) 2
Board 3(b)(i) 3
Committee 3(b)(i) 3
Company Preamble 1
Company Stock 3(e)(i) 6
Effective Date 1 2
Employee Preamble 1
Good Reason 5(c)(ii) 8
LTIP Awards 3(c)(i) 4
Measuring Year 3(c)(ii) 4
Noncompete Period 6(a)(ii)(A) & 6(a)(ii)(B) 9
Operating Partnership 5(c)(ii)(B) 8
Senior Management Staff 3(e)(ii) 6
Special Bonus 3(a)(ii) 2
Term 2 2
Termination for Cause 5(a)(ii) 7
Termination for Good Reason 5(c)(i) 8
Termination Without Cause 5(b)(ii) 7
Trust 3(b)(iii)(B) 4

EMPLOYMENT CONTRACT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of April 1,
2000, by and between The Xxxxx Corporation, a Delaware corporation (the
"Company") and Xxxxxxxx X. Xxxxxx (the "Employee").

W I T N E S S E T H:

WHEREAS, the Company has determined to employ the Employee as its Chief
Executive Officer and Chairman of the Company's Board of Directors; the Employee
wishes to accept such employment; and the Company and the Employee wish to
provide herein the terms of the Employee's employment; and

WHEREAS, the Company presently owns and operates nine (9) super
regional value and entertainment malls and eleven (11) community shopping
centers as set forth in Exhibit A; and

WHEREAS, the Company, directly or indirectly, owns or has options to
acquire sites for expansion and development and the Company currently plans to
pursue an aggressive strategy to develop new malls and centers and expand
existing malls and centers both in the United States and worldwide; and

WHEREAS, the Employee is a substantial shareholder of the Company; and

WHEREAS, the Employee has such knowledge of the Company's development
plans, tenants and other confidential business plans and strategies that the
Company would be irreparably injured were the Employee to compete with the
Company while serving as an employee of the Company or within a reasonable
period after the termination of Employee's employment with the Company; and

WHEREAS, the Company wishes to induce the Employee to continue his
employment with the Company.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. AGREEMENT OF EMPLOYMENT; EFFECTIVE DATE. The Company agrees to
employ the Employee, and the Employee agrees to serve the Company, as its Chief
Executive Officer and Chairman of the Company's Board of Directors, upon the
terms

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and conditions hereinafter set forth. Such employment shall be effective as of
April 1, 2000 (the "Effective Date"). This Agreement replaces any and all prior
arrangements regarding employment or services between Employee and the Company
and any entities controlled by or under common control with the Company.

2. TERM. Employee's employment by the Company under this
Agreement shall commence April 1, 2000 and shall continue through March 31,
2004. As used herein, "Term" shall mean the foregoing period, during which the
Employee is employed by the Company under this Agreement.

3. COMPENSATION AND BENEFITS. The Employee's compensation and
benefits for services performed under this Agreement and during its Term shall
include exclusively those amounts and benefits set forth in this Section 3,
which may be adjusted from time to time, as set forth herein. The Board of
Directors of the Company may at any time, and from time to time, increase any of
the compensation and benefits set forth herein.

(a) SALARY AND SPECIAL BONUS.

(i) The Company shall pay the Employee, during
the Term, a salary (the "Base Salary") payable in accordance with the Company's
normal payroll practices applicable to executives. The Base Salary shall be at
the rate of Seven Hundred Thousand Dollars ($700,000) per annum. To the extent
the Employee has received compensation at a lower rate than his Base Salary
during the Term before execution of this Agreement, such differential shall be
paid to the Employee as soon as practicable following execution of this
Agreement.

(ii) The Company shall pay the Employee a special
bonus (the "Special Bonus") determined under this Section 3(a)(ii). The Special
Bonus shall be paid in cash as follows:

(A) Six Hundred Fifty Thousand Dollars
($650,000) within ten (10) days after final execution of this Agreement;

(B) Five Hundred Thousand Dollars
($500,000) on April 1, 2002;

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(b) ANNUAL BONUS.

(i) As of the dates herein indicated, to the
extent not already paid, the Company shall pay the Employee an annual bonus (the
"Annual Bonus") as provided herein. The amount of the Annual Bonus shall be
determined in accordance with subsection (b)(ii), and the method of payment of
such Annual Bonus shall be determined in accordance with subsection (b)(iii) and
(b)(iv). All decisions regarding the amount of the Annual Bonus and the method
of payment shall be made solely and exclusively by the Compensation Committee
(the "Committee") of the Board of Directors (the "Board") of the Company
consistent with this subsection (b).

(ii) Each Annual Bonus shall be paid based on
achievement of the performance-based criteria and other requirements set forth
in Section 3(b)(v) for the calendar year (starting with the calendar year 1999)
that precedes the calendar year in which the Annual Bonus would otherwise be
payable (as provided in subsection (b)(iii)). The Employee shall not participate
in the Company's annual Performance Incentive Plan or similar bonus plans for
senior management for any periods during the Term. Except as otherwise provided
herein, the amount of each Annual Bonus shall be as follows:

(A) the Annual Bonus on account of
calendar year 1999, payable in calendar year 2000, shall be one million Dollars
($1,000,000), which amount has previously been paid;

(B) the Annual Bonus on account of
calendar year 2000, payable on or after April 1, 2001, shall be eight hundred
thousand Dollars ($800,000), which amount has previously been paid;

(C) the Annual Bonus on account of
calendar year 2001, payable on April 1, 2002, shall be one million Dollars
($1,000,000);

(D) the Annual Bonus on account of
calendar year 2002, payable on April 1, 2003, shall be one million Dollars
($1,000,000); and

(E) the Annual Bonus on account of
calendar year 2003, payable on April 1, 2004, shall be one million Dollars
($1,000,000).

(iii) The Annual Bonus determined under
subsection (b)(ii) shall be payable to the Employee as set forth in this
subsection (b)(iii).

(A) One-half (1/2) of such Annual Bonus
shall be payable in cash to the Employee as soon as administratively feasible
following the

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decision under subsection (b)(ii), but no later than June 30 of the year
following the calendar year with respect to which such determination is being
made.

(B) Subject to subsection (b)(iv), the
remainder of the Annual Bonus shall be deposited in a grantor trust (the
"Trust") established by the Company at the same time. The Trust will contain
terms substantially similar to those set forth in Exhibit B, attached hereto,
except that the Company may make any changes to the terms of the Trust
reasonably necessary for its proper administration, including but not limited
to, changes to insure the appropriate tax consequences to the Employee and the
Company, provided such changes do not affect the rights of the Employee
thereunder in any materially adverse manner.

(iv) The Employee may elect to receive the full
Annual Bonus in cash in accordance with the procedures in subsection
(b)(iii)(A), in lieu of receiving payment under subsection (b)(iii)(B). Such
election shall be irrevocable and shall only be valid if made in writing and
filed with the Company before the beginning of the calendar year in which the
Annual Bonus is earned. Such election shall only apply to the Annual Bonus for
the ensuing year, unless otherwise specified in the election.

(v) The performance-based criteria applicable to
the Annual Bonus payable under Section 3(b) shall be determined and established
by the Committee, with the approval of the Employee.

(i) During the Term, the Company shall provide
the Employee with incentive awards (the "LTIP Awards") as set forth in this
subsection. The amount of the LTIP Awards is determined under subsection
(c)(ii). The vesting of the LTIP Awards is determined under section (c)(iii) and
the payment of the LTIP Awards is determined under subsection (c)(iv).

(ii) Except as otherwise provided herein, the
amount of an LTIP Award shall be determined under this subsection (c)(ii). Each
LTIP Award shall be determined with respect to criteria established for a given
calendar year (the "Measuring Year"). The LTIP Awards for each Measuring Year
during the Term are as follows:

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Measuring Year Amount of LTIP Award
-------------- --------------------

1999 $1,650,000
2000 $1,500,000
2001 $1,500,000
2002 $1,500,000
2003 $1,500,000

(iii) The LTIP Award for each Measuring Year shall
vest and be nonforfeitable in the same percentage that standard bonus awards in
aggregate vest for Senior Management Staff for the same Measuring Year.

(iv) (A) LTIP Awards shall be paid by April 1
of the year following the Measuring Year for such LTIP Award, except that LTIP
Awards payable with respect to Measuring Years that end before the execution of
this Agreement shall, to the extent not already paid, be payable within ten (10)
days after final execution of this Agreement.

(B) LTIP Awards may be paid in the form
of cash or Company Stock, as determined by the Committee. With the consent of
the Employee, LTIP Awards may be paid in any other medium approved by the
Committee.

(d) FRINGE BENEFITS.

(i) The Company shall provide the Employee with
other benefits generally applicable to other executives of the Company on the
same terms and conditions as such benefits are normally available.

(ii) In addition to the benefits provided
pursuant to subsection (d)(i), the Employee shall receive additional benefits
from the Company, with the value of such benefits to be in an amount that is up
to but does not exceed Fifty Thousand Dollars ($50,000) per annum. Such benefits
may include medical benefits, hospitalization benefits, dental benefits,
vacation or any other benefits reasonably selected by the Committee. For the
first year of the Term hereof, such benefits shall commence as of April 1, 2000,
if feasible, and shall not be prorated to the extent they commence later in such
first year.

(iii) To the extent that the fringe benefits
provided pursuant to subsection (d)(ii) in calendar years beginning after 2000
have been less than the annual limitation in subsection (d)(ii), additional
fringe benefits may be provided to the Employee during any calendar year of the
Term.

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(e) OTHER MATTERS/DEFINITIONS

(i) "Company Stock" shall mean common stock of
the Company.

(ii) "Senior Management Staff" means the five (5)
current members of that group excluding the chief executive officer and the
chief operating officer, or such other employees of the Company as the Committee
may from time to time designate as members of the Senior Management Staff.

(f) Notwithstanding any other provisions of this Agreement to
the contrary, payment of any Special Bonus, Annual Bonus or LTIP Award may, in
the discretion of the Committee, be paid in cash, Company Stock or options in
Company Stock, with such options to have a value equivalent to the payment
otherwise required hereunder. Such payment shall be in lieu of the
otherwise-required medium of payment herein.

4. DUTIES. During the Term, the Employee shall perform the duties
of the offices identified in Section 1 above as set forth in the Bylaws of the
Company as in effect from time to time and shall perform all other duties
typically performed by comparable senior executive officers of corporations of
the size and nature of the Company. The Company agrees that it will assign to
the Employee only those duties of the type, nature and dignity normally assigned
to senior executive officers of corporations of the size and nature of the
Company who are at the same levels in such corporations as the Employee is in
the Company and that Employee will have such decision-making authority as is
normally conferred upon such an officer and as is consistent with current
practices at the Company. The Employee agrees to devote substantially all of his
business time to the operation of the Company's business, provided that the
Employee may engage in other business activities that do not contravene the
Employee's covenants set forth in Section 6 hereof and do not materially
interfere with the performance of the Employee's duties hereunder.

5. TERMINATION

(a) TERMINATION FOR CAUSE.

(i) The Board of Directors of the Company may
terminate the employment of the Employee hereunder if the Employee, during the
Term:

(A) is convicted of or pleads to an act
of fraud with respect to the Company;

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(B) is convicted of or pleads to any
felony;

(C) is grossly negligent in carrying out
his duties or responsibilities or is grossly insubordinate to the Board of
Directors of the Company;

(D) commits a material breach of any of
his obligations under Sections 6 or 7 hereof and fails to correct such breach
within ten (10) days (or, if such correction is not feasible within ten (10)
days, fails to commence to correct such breach within ten (10) days and complete
such correction within ninety (90) days) after the receipt by the Employee of a
written notice from the Board of Directors of the Company specifying in
reasonable detail the nature of such breach.

(ii) Termination pursuant to this Section 5(a)
shall be herein referred to as a "Termination for Cause." Upon a Termination for
Cause, the Company shall have no further obligation to pay any compensation or
any other benefits to the Employee except for compensation or other benefits
that have fully accrued and vested but not been paid as of the effective date of
such termination. All other compensation and benefits shall be forfeited.

(b) TERMINATION WITHOUT CAUSE.

(i) The Board of Directors of the Company may
terminate the employment of the Employee hereunder without cause at any time.
Such termination shall be effective by providing the Employee with a written
notice of termination at least sixty (60) days before the date of such
termination.

(ii) Termination by the Company of the Employee's
employment other than a Termination for Cause shall be herein referred to as
"Termination Without Cause." If the Board of Directors of the Company terminates
the Employee's employment under this Section 5(b), the Company's sole
obligations hereunder shall be to pay the Employee any compensation and other
benefits that have fully accrued and vested but not been paid as of the
effective date of such termination, including severance pay pursuant to the
Company's severance pay policy at the time of termination. Such amounts shall be
paid within thirty (30) days after such Termination Without Cause.

(i) The Employee may terminate his employment
hereunder at any time by providing the Company with a written notice of
termination at least sixty (60) days before the effective date of such
termination. If the Employee terminates his employment under this Section 5(c)
other than for Good Reason the Company shall not

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have any further obligation to pay the Employee's compensation or to provide any
other benefits hereunder except for any compensation or other benefits that have
fully accrued and vested but not been paid as of the effective date of such
termination. If the Employee terminates employment under this Section 5(c) for
Good Reason (a "Termination for Good Reason"), the Company's sole obligations
hereunder shall be to pay the Employee any compensation and other benefits that
have fully accrued and vested but not been paid as of the effective date of such
termination, including severance pay pursuant to the Company's severance pay
policy at the time of termination. Such amounts shall be paid within thirty (30)
days after such Termination for Good Reason.

(ii) As used in this Agreement, "Good Reason"
shall mean the occurrence of any of the following:

(A) the breach by the Company of any of
its agreements set forth in this Agreement;

(B) the Company (or its successor) no
longer serves as the sole general partner of The Xxxxx Limited Partnership, a
Delaware limited partnership (the "Operating Partnership"), other than as a
result of the merger of the Operating Partnership with the Company or a
subsidiary of the Company, the redemption of all limited partnership interests
by the Operating Partnership or the sale of the Operating Partnership in a
transaction in which the Company receives fair value for its interest therein;

(d) Failure to renew or extend this Agreement does not
constitute a termination of employment from the Company.

6. COMPETITION

(a) (i) In consideration of the Company's agreement to employ
the Employee and in consideration of amounts received by the Employee in
connection with a previous public offering of Common Stock in April, 1994, the
Employee hereby agrees that during the Noncompete Period (as defined below),
without the prior written approval of the Company, the Employee shall not,
directly or indirectly, engage in the development, redevelopment, operation,
management or leasing of any type of retail shopping center in any way that
would compete with the business activities then carried on by the Company and
that such activity shall not be undertaken, either individually or as an
officer, director, employee, agent, consultant, partner, investor (excluding
passive investments or capital securities aggregating less than five percent
(5%) of any such entity's total outstanding voting interests), principal or
otherwise, anywhere in the world other than through any entities which are
direct or indirect subsidiaries of the Operating

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Partnership on the Effective Date; provided, however, that ownership of the
interests referred to in Exhibit C hereto shall not be deemed to violate this
Agreement.

(ii) (A) As used herein, "Noncompete Period"
shall mean the period commencing on the Effective Date and ending on the earlier
of:

(I) eighteen (18) months from
the effective date of a termination of employment from the Company, or

(II) eighteen (18) months from
the last day of the Term.

(B) The "Noncompete Period" in
Section 6(a)(ii)(A) shall only include periods during which the Company pays the
Employee an amount at least equal to his Base Salary under Section 3(a)(i),
which amount may be paid as Base Salary or any other compensation from the
Company and does not have to be paid specifically in connection with this
Section 6.

(b) The Employee acknowledges that, as a key management
employee, he will be involved, on a high level, in the development,
implementation and management of the Company's national and international
business strategies and plans, including those which involve the Company's
finances, research, marketing, planning operations, tenant relations and
property acquisitions. By virtue of the Employee's unique and sensitive position
and special background, employment of the Employee by a competitor of the
Company represents a serious competitive danger to the Company, and the use of
the Employee's talent and knowledge and information about the Company's business
strategies can and would constitute a valuable competitive advantage over the
Company.

(c) The Employee acknowledges that enforcement of the
covenants set forth in this Section 6 and in Section 7 hereof will not prevent
him from earning a living in the real estate industry.

(d) The Employee acknowledges that he has carefully read
and considered all of the terms of this Agreement, including particularly the
terms of this Section 6 and of Section 7 hereof, that the Company has made a
substantial investment in the Company's business and that the restrictions
provided in this Section 6 and in Section 7 hereof are reasonable and necessary
for the Company's protection. The Employee further acknowledges that damages at
law will not be a measurable or adequate remedy for breach of the covenants
contained in this Section 6 or in Section 7 hereof, and, accordingly, the
Employee consents to the entry by any court of competent jurisdiction of any
order enjoining him from violating any such covenants. The parties

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hereto further agree that if, in any judicial proceeding, a court should refuse
to enforce any covenants set forth in this Section 6 or in Section 7 hereof
because of their term or geographical scope, then such covenants shall be deemed
to be modified to permit their enforcement to the maximum extent permitted by
law.

7. CONFIDENTIALITY. The Employee acknowledges and agrees that the
Company competes in a highly competitive industry and in competitive markets and
that the Employee has access to proprietary and confidential information and
trade secrets of the Company and its affiliates and subsidiaries. The Employee
agrees that he will not, without the written consent of the Company, knowingly
disclose or authorize anyone under his control to disclose to anyone not
properly entitled to the information or use for his own benefit or the benefit
of anyone else other than the Company, the Operating Partnership or any
affiliate or subsidiary of the Company or the Operating Partnership, any such
trade secrets or proprietary or confidential information relating to the Company
and related entities.

8. WAIVER. A waiver by any party of any of the terms and
conditions of this Agreement in any instance shall not be deemed or construed to
be a waiver of such terms and conditions for the future, or of any subsequent
breach thereof.

9. NOTICES

(a) Any and all notices required or permitted to be given
hereunder shall be in writing and shall be deemed to have been given when
personally delivered or, if mailed, on the third business day after it is
deposited in the United States mails, certified or registered, postage prepaid
and addressed as follows:

TO THE EMPLOYEE:

Xx. Xxxxxxxx X. Xxxxxx
c/o The Xxxxx Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000

with a copy to:

Xxxxxx X. Xxxxxx, Esquire
Venable, Baetjer, Xxxxxx & Civiletti, L.L.P.
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000

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TO THE COMPANY:

The Xxxxx Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel

with a copy to:

Xxxxxx X. Xxxxxxxx, Esquire
Xxxxxx X. Xxxxx, Esquire
Xxxxxxxxxxx and Xxxxxxx, a division of
Xxxxxxxx Ingersoll P.C.
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000

(b) Any party may change by notice the address to which
notices to it are to be addressed.

10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia without
regard to the principles of conflicts of laws thereof.

11. AMENDMENTS, ETC. This Agreement may not be varied, altered,
modified, changed, or in any way amended except by an instrument in writing,
executed by the parties hereto or their legal representatives.

12. HEADINGS AND CAPTIONS. Headings and paragraph captions used in
this Agreement are intended for convenience of reference only and shall not
affect the interpretation of this Agreement.

13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts, which taken together shall be deemed to constitute
one original.

14. MISCELLANEOUS.

(a) The Employee shall not have any right to assign,
encumber or dispose of the right to receive payment hereunder or of the right to
receive any of the benefits provided for hereunder.

(b) In the event of the termination of the Employee's
employment with the Company for any reason other than the Employee's death, the
party terminating such

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employment shall give written notice to the other party within the time
limitations above provided, and such notice shall state the date on which
termination is to be effective, specify the provision of this Agreement under
which notice is given, and, if such termination is claimed to be for disability
or cause (under Section 5(a) hereof), the notice shall set forth the basis for
such claim in reasonable detail.

(c) All reasonable expenses (including attorney's fees)
incurred in enforcing any provisions of this Agreement or prosecuting a claim
for breach thereof shall be paid by the party that did not prevail in such
action. If neither party is determined to prevail in such action, each party
shall pay its own expenses (including attorney's fees).

(d) If any part of this Agreement is contrary to,
prohibited by law or deemed invalid under applicable law or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder of this Agreement shall not be invalid
and shall be given full force and effect so far as possible.

(e) All actions and decisions of the Committee are
subject to ratification by the Board, with such ratification to be in accordance
with the usual practices of the Company.

(f) The Committee shall undertake all duties assigned to
it under the Agreement and shall undertake all actions, express or implied,
necessary for the proper administration of the Agreement. The Committee shall
have discretion to interpret the Plan, with its good faith interpretation
thereof to be final and conclusive on the Employee. The Committee shall decide,
in its discretion, all questions concerning the Agreement, including questions
of fact and law, and shall compute the amounts to be distributed to the Employee
in accordance with the provisions of the Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

THE XXXXX CORPORATION

By: /s/ XXXX XXXXXX
--------------------------------
Xxxx Xxxxxx
Vice Chairman

EMPLOYEE

/s/ XXXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxx

EXHIBIT A

SUPER REGIONAL VALUE AND ENTERTAINMENT MALLS (12)

Arundel Xxxxx
Concord Xxxxx
Potomac Xxxxx
Xxxxxxxx Xxxxx
Sawgrass Xxxxx
Gurnee Xxxxx
Opry Xxxxx
Ontario Xxxxx
Grapevine Xxxxx
Arizona Xxxxx
The Block at Orange
Xxxx Xxxxx

COMMUNITY SHOPPING CENTERS (10)

Xxxxxxxxxxx Plaza
Coopers Crossing
Crosswinds
Fashion Place
Germantown Commons
Gwinnett Marketfair
Liberty Plaza
Xxxxxxxxxx Village
Xxxxxxxxxx Xxxxxxxx Xxxxx
Xxxx Xxxxx Xxxxx
Xxxxxxx Xxxxx Xxxxx

EXHIBIT B

TRUST UNDER THE XXXXXXXX X. XXXXXX
EMPLOYMENT CONTRACT

Table of Contents

Section Page

1. Establishment of Trust...................................................................... 1
2. Payments to Plan Participants and Beneficiaries............................................. 2
3. Trustee Responsibility Regarding Payments to the Trust Beneficiary When
Company is Insolvent........................................................................ 3
4. Payment To Company.......................................................................... 4
5. Investment Authority........................................................................ 4
6. Disposition of Income....................................................................... 4
7. Responsibility of Trustee................................................................... 4
8. Compensation and Expenses of the Trustee.................................................... 5
9. Resignation and Removal of Trustee.......................................................... 5
10. Appointment of Successor.................................................................... 5
11. Amendment or Termination.................................................................... 6
12. Miscellaneous............................................................................... 6
13. Notices..................................................................................... 6
14. Effective Date.............................................................................. 7

TRUST UNDER THE XXXXXXXX X. XXXXXX
EMPLOYMENT CONTRACT

This Agreement made this _____ day of ________________, 2000,
by and between ____________________________ (hereinafter referred to as the
"Company") and ______________________________ (hereinafter referred to as the
"Trustee");

WHEREAS, the Company entered into an employment contract dated
_________________, ________ (hereinafter referred to as the "Plan") with
Xxxxxxxx X. Xxxxxx (hereinafter referred to as the "Participant") that provides
for certain deferred payments; and

WHEREAS, the Company has incurred or expects to incur
liability under the terms of such Plan with respect to the Participant; and

WHEREAS, the Company wishes to establish a trust (hereinafter
referred to as the "Trust") and to contribute to the Trust assets that shall be
held therein, subject to the claims of the Company's creditors in the event of
the Company's Insolvency, as herein defined, until paid to the Participant and
his beneficiaries in such manner and at such times as specified in the Plan; and

WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
and

WHEREAS, it is the intention of the Company to make
contributions to the Trust to provide itself with a source of funds to assist it
in meeting its liabilities under the Plan;

NOW, THEREFORE, the parties do hereby establish the Trust and
agree that the Trust shall be comprised, held and disposed of as follows:

1. ESTABLISHMENT OF TRUST.

(a) The Company hereby deposits with the Trustee in trust
__________________________________ dollars ($____________________), which

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shall become the principal of the Trust to be held, administered and disposed of
by the Trustee as provided in this Trust.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E, part I, subchapter
J, chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and
shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon
shall be held separate and apart from other funds of the Company and shall be
used exclusively for the uses and purposes of the Participant and general
creditors as herein set forth. The Participant and his beneficiaries shall have
no preferred claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plan and this Trust shall be mere
unsecured contractual rights of the Participant and his beneficiaries against
the Company. Any assets held by the Trust will be subject to the claims of the
Company's general creditors under federal and state law in the event of
Insolvency, as defined in section 3(a) herein.

(e) The Company, in its sole discretion, may at any time,
or from time to time, make additional deposits of cash or other property in
trust with the Trustee to augment the principal to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement. Neither the
Trustee nor the Participant or any beneficiaries shall have any right to compel
such additional deposits.

2. PAYMENTS TO THE PARTICIPANT AND HIS BENEFICIARIES.

(a) The Company shall deliver to the Trustee a schedule
(the "Payment Schedule") that indicates the amounts payable with respect to the
Participant (and his beneficiaries), that provides a formula or other
instructions acceptable to the Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available under
the Plan), and the time of commencement for payment of such amounts. Except as
otherwise provided herein, the Trustee shall make payments to the Participant
and his beneficiaries in accordance with such Payment Schedule. The Trustee
shall make provision for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by the Company.

(b) The entitlement of a Participant or his beneficiaries
to benefits under the Plan shall be determined by the Company or such party as
it shall designate

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under the Plan, and any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plan.

(c) The Company may make payment of benefits directly to
the Participant or his beneficiaries as they become due under the terms of the
Plan. The Company shall notify the Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to the Participant or
his beneficiaries. In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance with the
terms of the Plan, the Company shall make the balance of each such payment as it
falls due. The Trustee shall notify the Company where principal and earnings are
not sufficient.

3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO THE TRUST
BENEFICIARY WHEN COMPANY IS INSOLVENT.

(a) The Trustee shall cease payment of benefits to the
Participant and his beneficiaries if the Company is Insolvent. The Company shall
be considered "Insolvent" for purposes of this Trust if:

(1) the Company is unable to pay its debts as
they become due; or

(2) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as
provided in section 1(d) hereof, the principal and income of the Trust shall be
subject to claims of general creditors of the Company under federal and state
law as set forth below:

(1) The Board of Directors and the Chief
Executive of the Company shall have the duty to inform the Trustee in writing of
the Company's Insolvency. If a person claiming to be a creditor of the Company
alleges in writing to the Trustee that the Company has become Insolvent, the
Trustee shall determine whether the Company is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits to the
Participant or his beneficiaries.

(2) Unless the Trustee has actual knowledge of
the Company's Insolvency, or has received notice from the Company or a person
claiming to be a creditor alleging that the Company is Insolvent, the Trustee
shall have no duty to inquire whether the Company is Insolvent. The Trustee may
in all events rely on such evidence concerning the Company's solvency as may be
furnished to the Trustee and that provides the Trustee with a reasonable basis
for making a determination concerning the Company's solvency.

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(3) If at any time the Trustee has determined
that the Company is Insolvent, the Trustee shall discontinue payments to the
Participant or his beneficiaries and shall hold the assets of the Trust for the
benefit of the Company's general creditors. Nothing in this Trust shall in any
way diminish any rights of the Participant or his beneficiaries to pursue his
rights as general creditors of the Company with respect to benefits due under
the Plan or otherwise.

(4) The Trustee shall resume the payment of
benefits to the Participant or his beneficiaries in accordance with section 2 of
this Trust only after the Trustee has determined that the Company is not
Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets,
if the Trustee discontinues the payment of benefits from the Trust pursuant to
section 3(b) hereof and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of all payments
due to the Participant or his beneficiaries under the terms of the Plan for the
period of such discontinuance, less the aggregate amount of any payments made to
the Participant or his beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of discontinuance.

4. PAYMENTS TO COMPANY. Except as provided in section 3 hereof,
after the Trust has become irrevocable, the Company shall have no right or power
to direct the Trustee to return to the Company or to divert to others any of the
Trust assets before all payment of benefits have been made to the Participant
and his beneficiaries pursuant to the terms of the Plan.

5. INVESTMENT AUTHORITY. In no event may the Trustee invest in
securities (including stock or rights to acquire stock) or obligations issued by
the Company, other than a de minimis amount held in common investment vehicles
in which the Trustee invests. All rights associated with assets of the Trust
shall be exercised by the Trustee or the person designated by the Trustee, and
shall in no event be exercisable by or rest with the Participant.

6. DISPOSITION OF INCOME. During the term of this Trust, all
income received by the Trust, net of expenses and taxes, shall be accumulated
and reinvested.

7. RESPONSIBILITY OF TRUSTEE.

(a) The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law, unless expressly provided otherwise
herein, provided, however, that if an insurance policy is held as an asset of
the Trust, the Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct

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from conversion of the policy to a different form) other than to a successor
Trustee, or to loan to any person the proceeds of any borrowing against such
policy.

(b) Notwithstanding any powers granted to the Trustee
pursuant to this Trust or to applicable law, the Trustee shall not have any
power that could give this Trust the objective of carrying on a business and
dividing the gains therefrom, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to the Internal
Revenue Code.

8. COMPENSATION AND EXPENSES OF THE TRUSTEE. The Company shall
pay all administrative and Trustee's fees and expenses.

9. RESIGNATION AND REMOVAL OF TRUSTEE.

(a) The Trustee may resign at any time by written notice
to the Company, which shall be effective thirty (30) days after receipt of such
notice unless the Company and the Trustee agree otherwise.

(b) The Trustee may be removed by the Company upon thirty
(30) days notice or upon shorter notice accepted by the Trustee.

(c) Upon resignation or removal of the Trustee and
appointment of a successor Trustee, all assets shall subsequently be transferred
to the successor Trustee. The transfer shall be completed within thirty (30)
days after receipt of notice of resignation, removal or transfer, unless the
Company extends the time limit.

(d) If the Trustee resigns or is removed, a successor
shall be appointed, in accordance with section 10 hereof, by the effective date
of the resignation or removal under paragraph (a) or (b) of this section. If no
such appointment has been made, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses of
the Trustee in connection with the proceeding shall be allowed as administrative
expenses of the Trust.

10. APPOINTMENT OF SUCCESSOR. If the Trustee resigns (or is
removed) in accordance with section 9(a) or (b) hereof, the Company may appoint
any third party, such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor to replace the
Trustee upon resignation or removal. The appointment shall be effective when
accepted in writing by the new Trustee, who shall have all of the rights and
powers of the former Trustee, including ownership rights in the Trust assets.
The former Trustee shall execute any instrument necessary or reasonably
requested by the Company or the successor Trustee to evidence the transfer.

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11. AMENDMENT OR TERMINATION.

(a) This Trust may be amended by a written instrument
executed by the Trustee and the Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with section 1(b)
hereof.

(b) The Trust shall not terminate until the date on which
the Participant and his beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plan.

(c) Upon written approval of the Participant or
beneficiaries entitled to payment of benefits pursuant to the terms of the Plan,
the Company may terminate this Trust prior to the time all benefit payments
under the Plan have been made. All assets in the Trust at termination shall be
returned to the Company.

12. MISCELLANEOUS.

(a) Any provision of this Trust prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

(b) Benefits payable to the Participant and his
beneficiaries under this Trust may not be anticipated, assigned (either at law
or in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process.

13. NOTICES.

TO THE EMPLOYEE:

Xx. Xxxxxxxx X. Xxxxxx
c/o The Xxxxx Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000

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with a copy to:

Xxxxxx X. Xxxxxx, Esquire
Venable, Baetjer, Xxxxxx & Xxxxxxxxx, L.L.P.
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000

TO THE COMPANY OR THE OPERATING PARTNERSHIP
c/o THE XXXXX CORPORATION:

The Xxxxx Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel

with a copy to:

Xxxxxx X. Xxxxxxxx, Esquire
Xxxxxxxxxxx and Xxxxxxx, a division of
Xxxxxxxx Ingersoll P.C.
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000

(b) Any party may change by notice the address to which
notices to it are to be addressed.

14. EFFECTIVE DATE. The effective date of this Trust shall be
April 1, 1999.

EXHIBIT C

1. Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxx

2. Sawgrass Residual, Sunrise, Florida

3. Potomac Phase III Residential, Prince Xxxxxxx County, Virginia

4. Xxxxxxxx Xxxxx Associates (under contract to sell to The Xxxxx Limited
Partnership) -- includes indirect interest in Xxxxxxxx Xxxxx Residual

5. Cockpit Point, Prince Xxxxxxx County, Maryland

6. Kenwood Towne Center, Cincinnati, Ohio

7. Xxxxxxxxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx

8. New Market Exton, Exton, Pennsylvania

9. Xxxxxxxxx Xxxxx Xxxx, XxXxxx Xxxxxx, Xxxxxxx

10. Redworth Associates LP, Prince Xxxxxxx County, Virginia

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