OFFICERS AND/OR TRUSTEES DEFERRED FEE PLAN

First Real Estate Investment Trust of New Jersey, a New Jersey business trust (the “Trust”), has established the Officers and/or 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.

The Plan, which was established, and became effective as of November 1, 2000, is restated effective December 31, 2008 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and as such the Plan should be interpreted and construed consistent with this intent, and shall remain in effect until otherwise amended or terminated by the Board of Trustees of the Trust.

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 “Deferral of Fees and Payment Election Form” provided by the Trust), to defer (hereinafter “Deferred Fees”).  Each officer and trustee of the Trust can elect to defer all or a portion of his or her annual fees and/or his or her meeting fees.  Elections to defer shall be made prior to the calendar year for which they are effective, which election shall include an election when the Officer’s and/or Trustee’s benefits under the Plan (“Plan Benefits”) shall commence and the form in which the Plan Benefits shall be paid.  An election shall be irrevocable with respect to the calendar year in which it applies 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 of Fees and Payment Election Form and fails to file a new Deferral of Fees and Election 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 Deferral of Fees and Payment Election Form for the current deferral period to have the amounts

deferred for such period paid to him or her 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.

1.             Maintenance of the Account .  The Trust shall maintain for each Officer and/or Trustee who has elected to defer fees pursuant to Section 2.1 one or more accounts (the “Deferred Fee Account(s)”) to which it shall credit all amounts allocated thereto in accordance with Section 2.1.  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 2.1 and pursuant to Section 3.2.  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.

1.            The Deferred Fee Account(s) shall be credited with interest on the amount in such account at a rate equal to  nine (9%) percent per annum, compounded quarterly and credited in arrears.  The Committee (as defined herein) 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 Committee 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 and the Committee members 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.

1.            (a)            Payment At Retirement Age Election .  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 retirement age specified by the Officer and/or Trustee in his or her Deferral of Fees and Payment Election Form, 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 2.1 on the Deferral of Fees and Payment Election Form.  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.

(b)             Payment Upon Cessation of Service as an Officer and/or Trustee Election.   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 in subsection 1.(a) above) or death (the date of which shall be referred to as the “Date of Cessation”) the Trust shall 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 2.1 on the Deferral of Fees and Payment Election Form.  If payment upon termination is elected on the Deferral of Fees and Payment Election Form, such payments shall commence on the first day of the calendar year after the Date of Cessation of the Officer and/or Trustee.

(c)             In-Service Distributions Payment Election.   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 1 ^st of the calendar year that is at least two (2) 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(s) that will be maintained separately from the Deferred Fee Account(s) maintained under (a) or (b) above.  If amounts are deferred in two (2) 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 2.1 on the Deferral of Fees and Payment Election Form.  Such payments shall commence on the first day of the In-Service Distribution Year.

(d)             Payment on a Change in Control Election .  An Officer and/or Trustee may also elect 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.  The existence of a Change in Control event shall be determined by the Committee in accordance with Section 409A of the Code and the guidance and Regulations issued thereunder.

2.             Benefit Payment Restrictions .  Notwithstanding anything to the contrary, the time or schedule of any payment or amount scheduled to be paid pursuant to the terms of the Plan may not be modified except as otherwise permitted under Section 409A of the Code and the guidance and Regulations issued thereunder as provided in subsection 3 below.  In addition, if applicable, and to the extent required under Section 409A of the Code (and the guidance and Regulations issued thereunder), no payment shall be made to an Officer and/or Trustee if he or she is a specified employee/key employee (within the meaning of Section 409A of the  Code and Regulation Section 1.409A-1(i)) sooner than six (6) months after the date of his or her separation from service with the Trust (within the meaning of Regulation Section 1.409A-1(h)).

3.             Change in Payment Election .  Notwithstanding the preceding provisions of this Section 4.1 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 or her Deferred Fee Account(s) be distributed commencing on a date later 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; (ii) the Officer and/or Trustee is still a member of the Board or as an Officer of the Trust; and (iii) the length of the postponement be for at least an additional five (5) years from the date the payment otherwise would have been paid.

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 4.1, 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 at the same time and in the same manner as the election to defer is made pursuant to Section 2.1 in his Deferral of Fees and Payment Election Form.  The Survivor Benefit shall be payable at the time specified in the Deferral of Fees and Payment Election Form.

2.             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 4.1, 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.

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 distribution of all or a part of his or her