Agreement, which does not purport to be complete and is
qualified in its entirety by reference to the copy thereof
attached as Exhibit10.1 hereto and incorporated herein by
reference.

Management of the Operating Trust

The Company is the sole trustee of the Operating Trust. to the
Operating Agreement, the Company will have full, complete and
exclusive responsibility and discretion to manage and control
the Operating Trust. The Operating Agreement provides the
Company with the ability to, among other things, cause the
Operating Trust to enter into certain major transactions
including acquisitions, dispositions and refinancings, to make
distributions to Unitholders and to cause changes in the
Operating Trusts business strategies.

The Operating Agreement requires the Operating Trust to be
operated in a manner that enables the Company to satisfy the
requirements for being classified as a real estate investment
trust (REIT) under the Internal Revenue Code of 1986 (Code) and
to ensure that the Operating Trust will not be classified as a
publicly-traded partnership taxable as a corporation under
Section7704 of the Code.

Outside Activities of Operating Trust

Subject to certain exceptions, substantially all of the assets
of the Company will consist of its ownership of OP Units in the
Operating Trust. However, the Operating Agreement authorizes
the Company, in its sole and absolute discretion, to hold or
acquire certain assets in its own name or otherwise other than
through the Operating Trust so long as the Company enters into
an agreement to ensure that the economic benefits and burdens
of such assets are otherwise vested in the Operating Trust.

Capitalization

Initially, the Partnership Agreement will provide for three
classes of OP Units: ClassA Units, SeriesD Preferred Units and
LTIP Units. The terms and rights of these classes are described
below. Under the Operating Agreement, the Company will be
authorized to cause the Operating Trust to issue additional OP
Units or other beneficial interests in the Operating Trust to
its Unitholders, including the Company and its affiliates, or
other persons without the approval of any Unitholder. OP Units
may be issued in one or more classes or in one or more series
of any class, with designations, preferences and relative,
participating, optional or other special rights, powers and
duties, including rights, powers and duties senior to one or
more other classes of units (including OP Units held by the
Company), as determined by the Company, subject to Maryland
law, in its sole and absolute discretion without the approval
of any Unitholder, subject to limitations described below. No
OP Unit or beneficial interest in the Operating Trust may be
issued to the Company unless:

the Operating Trust issues OP Units or other beneficial
interests in connection with the grant, award or issuance of
shares or other equity interests in the Company having
designations, preferences and other rights so that the economic
interests attributable to the newly issued shares or other
equity interests in the Company are substantially similar to
the designations, preferences and other rights, except voting
rights, of the OP Units or other beneficial interests issued to
the Company; or

the Operating Trust issues the additional OP Units or other
beneficial interests to all Unitholders holding OP Units or
other beneficial interests in the same class or series in
proportion to their respective percentage interests in that
class or series.

Under the Operating Agreement, the Company is obligated to
contribute the net proceeds of any future offering of the
Companys common shares as additional capital to the Operating
Trust.

Common Units

Initially, the Operating Agreement will authorize one class of
common OP units, which are referred to as ClassA Units. ClassA
Units are the general common class of OP Units (not
specifically designated by the trustee as being of another
specified class of OP Units). Distributions with respect to
ClassA Units will generally mirror distributions with respect
to the Companys common shares.

SeriesD Preferred Units

The Operating Agreement authorizes a series of OP Units
designated as SeriesD Cumulative Convertible Preferred Units,
which are referred to as SeriesD Preferred Units. The SeriesD
Preferred Units are being issued to the Company to mirror the
Companys outstanding SeriesD Preferred Shares and have economic
terms, including with respect to distributions, liquidation,
redemption and conversion, substantially similar to the
Companys SeriesD Preferred Shares, including a 6.50% per annum
distribution rate and liquidation preference of $25 per unit.

LTIP Units

LTIP units are a class of beneficial interests in the Operating
Trust that may be issued to employees, officers, directors or
trustees of the Operating Trust, the Company or their
subsidiaries (LTIP Units). LTIP Units are a special class of
interests in the Operating Trust that are structured to qualify
as profits interests for tax purposes, with the result that at
issuance, subject to certain limited exceptions, they have no
capital account in the Operating Trust. LTIP Units may be
issued fully vested or subject to vesting requirements. Holders
of LTIP Units generally will be entitled to receive the same
per-unit distributions as the other outstanding OP Units in the
Operating Trust, except that LTIP Units that are subject to
performance vesting will not participate in distributions until
expiration of the applicable performance period, at which time
they will become entitled to receive a special catch-up
distribution for the periods prior to such time, and subject to
the Operating Trust generating sufficient net income or gain
after issuance of the LTIP Units.

Initially, each LTIP Unit will have a capital account of zero,
subject to certain limited exceptions, and, therefore, the
holder of the LTIP Unit would receive nothing if the Operating
Trust distributed all of its assets immediately after the LTIP
Unit is awarded. However, the Operating Agreement requires that
book gain or economic appreciation realized by the Operating
Trust in its assets, whether as a result of an actual asset
sale or upon the revaluation of its assets, as permitted by
applicable treasury regulations, be allocated first to the LTIP
Units until the capital account per LTIP Unit is equal to the
capital account per OP Unit. The applicable treasury
regulations and the Operating Agreement provide that assets of
the Operating Trust may be revalued upon specified events,
including upon additional capital contributions by the Company
or other Unitholders, upon a distribution by the Operating
Trust to a Unitholder in redemption of its beneficial
interests, upon the liquidation of the Operating Trust or upon
a later issuance of additional LTIP Units. Any such allocation
of book gain will be allocated among the outstanding LTIP Units
based on the order in which they were issued.

Each LTIP Unit will convert automatically into an OP Unit on a
one-for-one basis when the LTIP Unit becomes vested (if subject
to vesting) and upon equalization of its capital account with
the per-unit capital account of the OP Units. In addition, to
the extent not already converted automatically, LTIP Units may
be converted by the holder or by the Operating Trust at any
time into a number of OP Units equal to the then-capital
account of such LTIP Units divided by the per-unit capital
account of each OP Unit. There is a risk that an LTIP Unit will
never become convertible into one OP Unit because of
insufficient gain realization to equalize capital accounts,
and, therefore, the value that a holder will realize for a
given number of vested LTIP Units may be less than the value of
an equal number of the Companys common shares. Additionally,
there is a risk that the Operating Trust will not generate
sufficient net income or gain to allow distributions with
respect to the LTIP Units.

In the event of a merger or similar transaction, any unvested
LTIP Units will either be (i)accelerated in accordance with the
Companys equity incentive plan (whether full acceleration, for
time-based units, or acceleration based on performance, for
performance-based units) and then converted, or (ii)assumed by
the buyer in such transaction.

Transferability of Interests

Unitholders may not transfer their OP Units without the consent
of the Company except in a permitted transfer, as described in
the Operating Agreement. Permitted transfers include, but are
not limited to, transfers to family members or trusts for the
benefit of or owned by such family members; as a gift; to heirs
upon death; to partners, unitholders or stockholders of a
Unitholder that is an entity; to another Unitholder; or to a
lender in a secured loan transaction.

The Company, as sole trustee, generally may not transfer any of
its OP Units or withdraw as the sole trustee of the Operating
Trust, except (i)in connection with a merger, consolidation or
other combination with or into another person following the
consummation of which the equity holders of the surviving
entity are substantially identical to the Companys
shareholders, (ii)with the consent of Unitholders holding a
majority of OP Units (other than those held by the Company or
its subsidiaries), (iii)to any of the Companys affiliates, or
(iv)in connection with an extraordinary transaction as
described below.

The Company may not engage in an extraordinary transaction,
defined to be a merger, consolidation or other combination with
or into another person or a sale of all or substantially all of
our assets or any reclassification, recapitalization or change
of its outstanding shares (except for certain
reclassifications, recapitalizations or changes) unless each
Unitholder receives or has the right to receive for each OP
Unit cash, securities or other property in the same form as,
and equal in amount to the greatest amount of cash, securities
or other property paid to a holder of common shares of the
Company.

Mergers and Sales of Assets of the Operating Trust

The Company generally will have the exclusive power to cause
the Operating Trust to merge, reorganize, consolidate, sell all
or substantially all of its assets or otherwise combine its
assets with another entity.

Redemption Rights

to the Operating Agreement, Unitholders (other than the
Company) generally have the right, commencing six months from
the date of issuance of such OP Units, to cause the Operating
Trust to redeem their OP Units in exchange for cash or, at the
option of the Company, common shares of the Company on a
one-for-one basis. Unitholders may exercise the redemption
right from time to time without limitation as to frequency with
respect to all or part of the OP Units they own, but may not
exercise the redemption right for less than 1,000 OP Units at
any given time or, if such Unitholder holds less than 1,000 OP
Units, all the OP Units owned by such Unitholder. The number of
common shares of the Company issuable upon redemption of OP
Units may be adjusted upon the occurrence of certain events
such as share dividends, share subdivisions or combinations.

Unless the Company elects to assume and perform the Operating
Trusts obligation with respect to the OP Unit redemption right,
as described below, a Unitholder exercising the redemption
right will receive cash from the Operating Trust in an amount
equal to the market value of common shares of the Company for
which the OP Units would have been redeemed if the Company had
assumed and satisfied the Operating Trusts obligation by paying
common shares of the Company, as described below. The market
value of the Companys common shares for this purpose (assuming
a market then exists) will be equal to the average of the
closing trading price of the Companys common shares on the NYSE
for the 10 trading days before the day on which the Company
received the redemption notice.

The Company may elect to assume and perform the Operating
Trusts obligation to acquire the OP Units being redeemed in
exchange for either cash in the amount specified above or a
number of common shares of the Company equal to the number of
OP Units offered for redemption, adjusted to take into account
prior share dividends or any subdivisions or combinations of
the Companys common shares. As sole trustee, the Company will
have the sole discretion to elect whether the redemption right
will be satisfied by the Company in cash or the Companys common
shares. No redemption or exchange can occur if delivery of
common shares by the Company would be prohibited either under
the provisions of the Companys charter or under applicable
federal or state securities laws, in each case regardless of
whether the Company would in fact elect to assume and satisfy
the unit redemption right with common shares.

Distributions

The Operating Agreement provides that the Operating Trust will
distribute available cash of the Operating Trust as the Company
determines in its sole and absolute discretion is appropriate
for distribution to Unitholders to the Company and the other
Unitholders in accordance with their respective percentage
interests in the Operating Trust. The Company may cause the
Operating Trust to make distributions to the Company as
necessary to enable the

Company to satisfy the requirements for qualification as a REIT
under the Code and avoid any federal income or excise tax
liability.

Upon the liquidation of the Operating Trust, after payment of
debts and obligations, any remaining assets of the Operating
Trust will be distributed to the holders of the OP Units that
are entitled to any preference in distribution upon liquidation
in accordance with the rights of any such class or series, and
the balance, if any, will be distributed to the Unitholders in
accordance with their capital accounts, after giving effect to
all contributions, distributions and allocations for all
periods.

Allocations

Net income and net loss of the Operating Trust will be
determined and allocated among the Unitholders with respect to
each taxable year of the Operating Trust. Except as otherwise
provided in the Operating Agreement, an allocation of a share
of net income or net loss is treated as an allocation of the
same share of each item of income, gain, loss or deduction that
is taken into account in computing net income or net loss.
Except as otherwise provided in the Operating Agreement, net
income and net loss are allocated among the Unitholders
(including the Company) in accordance with their respective
percentage interests. The Operating Agreement contains
provisions for special allocations intended to comply with
certain regulatory requirements under the Code.

Amendments of the Operating Agreement

The Company, without the consent of the other Unitholders, may
amend the Operating Agreement in any respect, provided that the
following amendments require the consent of Unitholders holding
more than 50% of the OP Units (other than those held by the
Company or its subsidiaries):

any amendment affecting the operation of the conversion factor
(relating to conversion of LTIP Units to OP Units) or the
redemption right (except as otherwise provided in the Operating
Agreement) in a manner that adversely affects the Unitholders
in any material respect;

any amendment that would adversely affect the rights of the
Unitholders to receive the distributions payable to them under
the Operating Agreement (other than with respect to the
creation or issuance of new or additional OP Units to the
Operating Agreement) in a manner that adversely affects the
Unitholders in any material respects;

any amendment that would materially alter the Operating Trusts
allocations of profit and loss to the Unitholders, other than
with respect to the creation or issuance of new or additional
OP Units to the Operating Agreement;

any amendment that would modify the limited liability of a
Unitholder;

any amendment that would impose on the Unitholders any
obligation to make additional capital contributions to the
Operating Trust; or

any amendment to certain provisions of the Operating Agreement
relating to the preservation of the UPREIT structure,
requirement for equal treatment of Unitholders in an
extraordinary transaction or allowance of permitted transfers
by Unitholders.

Fiduciary Responsibilities, Limitation of Liability and
Indemnification

The Unitholders of the Operating Trust expressly acknowledge
that the Company is acting for the benefit of the Operating
Trust, the Unitholders (including the Company) and the Companys
shareholders collectively and that the Company is under no
obligation to consider the separate interests of the
Unitholders (including, without limitation, the tax
consequences to some or all of the Unitholders) in deciding
whether to cause the Operating Trust to take, or decline to
take, any actions. Any decisions or actions taken or not taken
in accordance with the terms of the Operating Agreement will
not constitute a breach of any fiduciary duty owed by the
Company to the Operating

Trust or the Unitholders. The Company will not be liable for
monetary or other damages or otherwise for losses sustained,
liabilities incurred or benefits not derived by the Unitholders
in connection with such decisions unless the Company acted with
willful misfeasance, bad faith, gross negligence or reckless
disregard of duty and the act or omission was material to the
matter giving rise to the loss, liability or benefit not
derived.

To the maximum extent permitted by applicable Maryland law, the
Operating Agreement allows the Operating Trust to indemnify,
and to pay or reimburse reasonable expenses to, the Company and
the Companys and the Operating Trusts present or former
unitholders, trustees, officers or agents and any other persons
acting on behalf of the Company that the Company may designate
from and against all claims and liabilities by reason of his,
her or its service in such capacity. The Operating Trust has
the power, with the approval of the Company, to provide such
indemnification and advancement of expenses

Term

The Operating Trust will continue indefinitely or until sooner
dissolved upon:

the bankruptcy of the Company or an event of withdrawal of the
Company as trustee unless Unitholders holding more than 50% of
the outstanding OP Units elect to continue the Operating Trust
and appoint a replacement trustee);

an election by the Company to dissolve the Operating Trust in
its sole and absolute discretion;

judicial order; or

the passage of 90 days after the sale of all or substantially
all of the assets and properties of the Operating Trust for
cash or for marketable securities.

Tax Matters

The Operating Trust provides that the Company is tax matters
unitholder for federal, state and local income tax
administrative or judicial proceedings and is treated as the
tax matters partner and the partnership representative under
the Code and, as such, has authority to handle tax audits and
judicial reviews and to make tax elections under the Code on
behalf of the Operating Trust.

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 hereof is incorporated in
this Item 2.03 by reference.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits