EXHIBIT 10.10

DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE TRUSTEES OF
ENTERTAINMENT PROPERTIES TRUST


1. DEFINITIONS.

(a) "Board" means the Board of Trustees of Entertainment Properties
Trust.

(b) "Committee" means the Board, unless and until the Board
establishes the Compensation Committee of the Board.

(c) "Common Share" means the common shares of beneficial interest,
$0.01 par value per share, of the Company.

(d) "Company" means Entertainment Properties Trust.

(e) "Effective Date" means __________, 1997.

(f) "Participant" means a trustee who elects to participate in this
Plan as provided in Section 3.

(g) "Plan" means the Deferred Compensation Plan for Non-Employee
Trustees of Entertainment Properties Trust as set forth herein and as amended
from time to time.

(h) "Share Account" means an account maintained under the Plan to
which deferred compensation is credited pursuant to Section 4. Separate Share
Accounts shall be maintained for each Participant.



(i) "Share Unit" means the equivalent of one Common Share.

(j) "Trustee" means any member of the Board who is not an employee of
the Company or any of its subsidiaries; PROVIDED, HOWEVER, that such term shall
not include the Company's Chairman of the Board.

(k) "Trustee Compensation" means compensation to which the Trustee is
entitled as a retainer (whether payable in cash or Common Shares) or a fee for
meetings as a member of the Board.

2. ADMINISTRATION.

(a) The Plan shall be administered by the Committee. The Committee
shall also have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of the Plan and decide
any and all questions as may arise in connection with the interpretation or
application of the Plan.

(b) The decision or action of the Committee in respect to any
question arising out of or in connection with the administration, interpretation
and application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon Participants and all other persons
having or claiming any interest in the Plan.


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3. PARTICIPATION.

(a) A Trustee may elect to participate in the Plan by filing a
written election with the Company, on such form as may be prescribed by the
Committee, to defer up to 100% (in increments of 10%) of his or her Trustee
Compensation.

(b) A deferral election shall become effective on the first day of
the calendar year following the date the election is made. A deferral election
for a Participant shall remain effective for each subsequent calendar year
unless the Participant files another election in which the Participant elects to
cease deferring Trustee Compensation or to change the percentage of Trustee
Compensation which is deferred. The new deferral election shall become
effective on the first day of the calendar year following the date the election
is made.

(c) Notwithstanding anything contained herein to the contrary, in the
case of each individual who is a Trustee as of ________ __, 1997 a deferral
election will be effective for Trustee Compensation for 1997 if it is made by
__________ __, 1997; PROVIDED, HOWEVER, such election shall not be effective for
any Trustee Compensation earned before the election is made. An individual who
becomes a Trustee after the Effective Date may make a deferral election within


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30 days after becoming a Trustee; such election, however, shall be effective
only with respect to Trustee Compensation earned after the date such election is
made.

4. DEFERRAL ACCOUNT.

(a) The portion of Trustee Compensation that would otherwise be paid
in cash except that it is deferred pursuant to a deferral election, shall be
credited to the Participant's Share Account maintained for the Participant, in
Share Units, the number of which shall be determined by dividing (A) the portion
of such Trustee Compensation deferred under the Plan by (B) an amount equal to
the closing price of the Common Shares, as reported on the New York Stock
Exchange (or any other exchange or national market system upon which price
quotations for the Company's Common Shares are regularly available) on the date
such Trustee Compensation would have been paid.

The portion of Trustee Compensation that would otherwise be paid in
Common Shares except that it is deferred pursuant to a deferral election, shall
be credited to the Participant's Share Account maintained for the Participant in
Share Units. The number of Share Units shall be equal to the number of Common
Shares which the Participant elected to defer.


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(b) If dividends are paid with respect to the Company's Common
Shares, the Participant's Share Account shall be credited with additional Share
Units on the record date for each dividend in an amount equal to the result of
dividing (i) the product of the per share dividend and the number of Share Units
credited to the Participant's Share Account by (ii) the closing price of one
Common Share on such record date as reported on the New York Stock Exchange (or
any other exchange or national market system upon which price quotations for the
Company's Common Shares are regularly available).

(c) The Company shall submit to each Participant, within 120 days
after the close of each calendar year, a statement, setting forth the balance to
the credit of such Participant in his Share Account.

5. PAYMENT OF DEFERRED COMPENSATION.

(a) Payment of a Participant's Share Account shall be made or
commenced within 90 days after the Participant's retirement, death, or other
termination of service as a Trustee. Payment shall be made in a lump sum or in
substantially equal installments over a period not to exceed ten years, in
accordance with the Participant's election made at the time of his deferral
election.


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(b) In the event of a Participant's death prior to payment of the
balance credited to his Share Account, the amount remaining in such account
shall be paid to his Beneficiary in accordance with the Participant's payment
election.

(c) A Participant may request that payment be made of all or a
portion of his Share Account due to financial hardship occurring prior to his
retirement, death, or other termination as a Trustee by submitting a written
request to the Committee. Payment of the amount determined by the Committee
necessary to relieve such financial hardship shall be made in a lump sum.

(d) Notwithstanding anything contained herein to the contrary, in the
event of the Participant's retirement, death, or other termination as a Trustee
after a Change in Control (as defined in paragraph (f) of this Section), his
Share Account shall be paid in a lump sum within 60 days of such retirement,
death, or other termination.

(e) Payments from the Plan with respect to a Participant's Share
Account shall be made in Common Shares equal to the number of Share Units in the
Participant's Share Account as of the date on which payment is made; PROVIDED,
HOWEVER, that cash payments shall be made in lieu of fractional shares.


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(f) A "Change in Control" means the first to occur of any one of the
following events: (i) individuals who, on the Effective Date, constitute the
Board (the "Incumbent Trustees") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a trustee subsequent to
the Effective Date, whose election or nomination for election was approved by a
vote of at least two-thirds of the Incumbent Trustees then on the Board (either
by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for trustee, without written objection to such
nomination) shall be an Incumbent Trustee; PROVIDED, HOWEVER, that no individual
initially elected or nominated as a trustee of the Company as a result of an
actual or threatened election contest with respect to trustees or as a result of
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall be deemed to be an Incumbent
Trustee; (ii) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act") and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the


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combined voting power of the Company's then outstanding securities eligible to
vote for the election of the Board (the "Company Voting Securities"); PROVIDED,
HOWEVER, that the event described in this paragraph (ii) shall not be deemed to
be a Change in Control by virtue of any of the following acquisitions: (A) by
the Company or any Subsidiary, (B) by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Subsidiary, (C) by any
underwriter temporarily holding securities pursuant to an offering of such
securities, (D) pursuant to a Non-Qualifying Transaction (as defined in
paragraph (iii)), or (E) a transaction (other than one described in (iii) below)
in which Company Voting Securities are acquired from the Company, if a majority
of the Incumbent Trustees approve a resolution providing expressly that the
acquisition pursuant to this clause (E) does not constitute a Change in Control
under this paragraph (ii); (iii) the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the
Company or any of its Subsidiaries that requires the approval of the Company's
shareholders, whether for such transaction or the issuance of securities in the
transaction (a "Business Combination"), unless immediately following such
Business Combination: (A) more than 50% of


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the total voting power of (x) the corporation resulting from such Business
Combination (the "Surviving Corporation"), or (y) if applicable, the ultimate
parent corporation that directly or indirectly has beneficial ownership of 100%
of the voting securities eligible to elect directors of the Surviving
Corporation (the "Parent Corporation"), is represented by Company Voting
Securities that were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion
as the voting power of such Company Voting Securities among the holders thereof
immediately prior to the Business Combination, (B) no person (other than any
employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation or any person which beneficially
owned, immediately prior to such Business Combination, directly or indirectly,
25% or more of the Company Voting Securities (a "Company 25% Shareholder"))
would become the beneficial owner, directly or indirectly, of 25% or more of the
total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation, the


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Surviving Corporation) and no Company 25% Shareholder would increase its
percentage of such total voting power and (C) at least a majority of the members
of the board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) following the consummation of the
Business Combination were Incumbent Trustees at the time of the Board's approval
of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
Transaction"); or (iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or a sale of all or
substantially all of the Company's assets.

Notwithstanding the foregoing, a Change in Control of the Company
shall not be deemed to occur solely because any person acquires beneficial
ownership of more than 25% of the Company Voting Securities as a result of the
acquisition of Company Voting Securities by the Company which reduces the number
of Company Voting Securities outstanding; PROVIDED, that if after such
acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by


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such person, a Change in Control of the Company shall then occur.

6. BENEFICIARY DESIGNATION.

Each Participant shall have the right, at any time, to designate any
person or persons as his beneficiary or beneficiaries to whom payment under this
Plan shall be paid in the event of his death prior to complete distribution to
Participant of his Share Account. Any beneficiary designation may be made or
changed by a Participant by a written instrument in such form prescribed by the
Committee which is filed with the Company prior to the Participant's death. If
a Participant fails to designate a beneficiary, or if all designated
beneficiaries predecease the Participant, then any amounts otherwise payable to
the Participant's beneficiary shall be paid to the Participant's estate.

7. AMENDMENT AND TERMINATION OF PLAN.

(a) The Board may at any time amend the Plan in whole or in part.

(b) The Board may, in its sole discretion, terminate the Plan at any
time, and upon any such termination, the Company shall immediately pay to each
Participant in a lump sum the then remaining balance in the Participant's Share
Account.


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8. MISCELLANEOUS.

(a) The Company's obligation to make payments under the Plan shall be
contractual only and all payments hereunder shall be made by the Company from
its general assets at the time and in the manner provided for in the Plan.

(b) Neither a Participant nor any other person shall have any right
to sell, assign, transfer, pledge, anticipate, or otherwise encumber, the
amounts, if any, payable hereunder, to the Participant or such other person. No
part of the amounts payable under the Plan shall be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

(c) This Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of Missouri.


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