GREYSTONE COMMUNITIES NONQUALIFIED DEFERRED COMPENSATION PLAN

1.

“ Administrative Agent ” means the person(s) designated by the Company, or Plan Administrator (defined below) to perform ministerial acts in furtherance of the Plan’s purpose.

2.

“ Affiliate ” means any successor entity of the Company, whether by merger, consolidation, or a sale of substantially all of its assets, or any subsidiary or related entity of the Company which is a member of its controlled group, within the meaning of Section 414(b) of the Code or trades or businesses (whether or not incorporated) which are under common control within the meaning of Section 414(c) of the Code.

3.

“ Code ” means the Internal Revenue Code of 1986, as amended, including applicable Treasury regulations.

4.

“ Company ” means Greystone Communities Inc.

5.

“ Compensation ” means the total of all amounts to be made available during the Plan Year by the Employer to a Participant, but excluding bonuses paid in stock. Compensation shall not include amounts paid as reimbursement for expenses incurred on behalf of the Employer, nor incidental benefits paid on behalf of a Participant, such as hospitalization insurance, health and accident insurance, additional temporary subsistence allowances, commissions, and group life insurance.

6.

“ Deferred Compensation ” means the amount of Compensation not yet earned, which the Participant and the Employer mutually agree to defer on behalf of a Participant in accordance with the provisions of the Plan, consisting of the Stated Deferral and any discretionary Company match that may be credited to a Participant’s account from time to time.

7.

“ Disability ” means:

8.

“ Effective Date ” means the first date of a Participant’s deferral of Compensation under the terms of the Plan.

9.

“ Employee ” means an employee of the Company or its Affiliates, including any field marketing or co-employed (leased) employee of the Company or its Affiliates.

10.

“ Eligible Employee ” means an Employee who is designated by the Plan Administrator (defined below) to be eligible to participate in this Plan, provided that the Employee (i) is a Highly Compensated Employee (defined below); (ii) has been an Employee for at least two (2) full years; and is in an employee category of Senior Manager (defined below) or higher. “Eligible Employee” shall also mean an employee who was participating in or had benefits remaining in the Plan at the time of his retirement, death, or termination of employment, and who retains, or whose beneficiaries retain, benefits under the Plan in accordance with its terms.

11.

“ Employer ” means collectively the Company or its Affiliates.

12.

“ Highly Compensated Employee ” means an Employee who during the preceding Plan Year had Compensation in excess of $100,000 (as adjusted by the Commissioner of Internal Revenue for the relevant year).

13.

“ Participant ” means those Eligible Employees who executed a Participation Agreement.

14.

“ Participation Agreement ” means the agreement executed by the Eligible Employee and the Employer which evidences the mutual agreement to defer Compensation of the Eligible Employee pursuant to the Plan.

15.

“ Plan ” means the Greystone Communities Nonqualified Deferred Compensation Plan.

16.

“ Plan Administrator ” means any administrative agent designated by the Plan Administrator it deems advisable or desirable to carry out the terms and conditions of this Plan to act in furtherance of the Plan’s purpose.

17.

“ Plan Year ” means the calendar year, beginning January 1 ^st and ending December 31 ^st .

18.

“ Stated Deferral ” means the amount of Compensation elected by the Participant to defer, as set forth in the Participation Agreement, stated as a percentage of the Participant’s Compensation.

19.

“ Termination of Services ” means the severance of the Participant’s employment with the Employer.

20.

“ Unforeseeable Emergency ” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

1.

For all amounts of Deferred Compensation held by the Trustee of the Greystone Communities Nonqualified Deferred Compensation Trust (the “Trustee”), the Trustee shall be directed to disburse benefits in accordance with instructions from the Plan Administrator, based upon the elections made in the Eligible Employee’s Participation Agreement and the terms of the Plan. Each Participation Agreement, as such may be from time to time amended, shall become a part of this Plan and shall be incorporated herein by this specific reference thereto.

2.

All Deferred Compensation amounts (if any) invested by either the Plan Administrator or the Trustee, are, and shall remain, the assets of the Employer, and such amounts shall always be held by and in the name of the Employer or by and in the name of the Trustee. Such assets shall at no time be vested in any Participant or beneficiary for whose benefit an account is or may be maintained and the rights of any Participant or beneficiary for whose benefit an account is or may be maintained, if any, shall merely be that of an unsecured general creditor of the Employer.

3.

An individual account shall be maintained in the name of each Participant to reflect the value of each Participant’s Deferred Compensation account. For those accounts held by the Trustee, the Trustee shall be directed to charge each Participant’s individual Deferred Compensation account with all expenses attributable to said account’s investment and maintenance. For those accounts invested by the Plan Administrator, the Plan Administrator shall charge each Participant’s account with all expenses attributable to said account’s investment and maintenance.

4.

The Plan Administrator shall have the power to construe the Plan, to prescribe rules and regulations relating to the Plan and to make other determinations necessary or desirable for administering the Plan. The Plan Administrator may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem expedient to carry it into effect. The Plan Administrator may delegate the responsibility of performing ministerial acts in furtherance of the Plan’s purpose to administrative agents (“Administrative Agents”) as it deems advisable or desirable to carry out the terms and conditions of this Plan.

5.

A majority of the members of the Plan Administrator shall constitute a quorum, and the Plan Administrator shall act by majority action at a meeting, except that action permitted to be taken at a meeting may be taken without a meeting if written consent thereto is given by all members of the Plan Administrator.

1.

is a Highly Compensated Employee;

2.

has been an Employee for at least two (2) full years; and

3.

is in an employee category of Senior Manager or higher.

1.

Election .

The Participation Agreement shall set forth the Stated Deferral elected by the Participant. The Stated Deferral will either (a) reduce the Compensation otherwise payable to the Participant during the Plan Year in the manner directed by the Participant, or, in the absence of any such direction, in the manner determined by the Plan Administrator.

Further, upon execution of the Participation Agreement, each Participant must make an irrevocable election (except to the extent the Plan permits a subsequent deferral election) regarding the timing and method of distribution of the account balance pursuant to the provisions of Article VI below. If a Participant fails to make an irrevocable election regarding the timing and method of distribution of the account balance, the Participant will be deemed to have elected the default provisions of the Participant&#821