NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

Exhibit 10.41

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered into effective this 2nd day of July, 2007 (the “Effective Date”) by and between Centro NP LLC (“Centro”) and John B. Roche (“Roche”), the Effective Date being Roche’s last day of employment with Centro.

WHEREAS, Roche previously served as Executive Vice President and Chief Financial Officer of New Plan Excel Realty Trust, Inc. (“New Plan”) pursuant to that certain Employment Agreement entered into with New Plan dated as of April 14, 2000 (as amended, the “Employment Agreement”) and as such has unique knowledge about the business, assets, operations, and affairs of New Plan;

WHERAS, on February 27, 2007, New Plan and Excel Realty Partners, L.P. entered into an Agreement and Plan of Merger with Centro, Super MergerSub Inc. and Super DownREIT MergerSub LLC (the “Buyer Parties”) (the “Merger Agreement”);

WHERAS, on April 20, 2007, New Plan and the Buyer Parties completed the transactions contemplated by the Merger Agreement (the “Merger”) and following the completion of these transactions, New Plan dissolved into Centro (together with its affiliates and subsidiaries, “Centro”);

WHEREAS, Centro is engaged in the businesses of owning, operating, investing in, constructing, managing, developing, re-developing, and leasing shopping center and other retail properties;

WHEREAS, in connection with the Merger, Roche has provided notice under the Employment Agreement of his termination of employment for “Good Reason” (per the terms of the Employment Agreement) and as such will be terminating as of July 2, 2007 (the “Termination Date”) all positions he holds with Centro (as successor to New Plan) and its subsidiaries and affiliates; and

WHEREAS, in an effort to protect the legitimate business interests of Centro in view of Roche’s unique knowledge about the business, assets, operations and affairs of Centro, Centro desires that Roche enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto severally agree as follows:

1.          Payment. In consideration of Roche’s agreement to enter into and be bound by the terms of this Agreement, Centro shall pay Roche (subject (to the extent applicable) to income tax and employment tax withholdings at the applicable rates) $1,367,500 U.S. on the first business day following the six month anniversary of the Termination Date which payment shall (before such withholdings) be in full satisfaction of the payment obligations of Centro to Roche under this Agreement and the Employment Agreement. To the extent that Roche has any remaining unused and accrued vacation time

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as of the Termination Date, said amount shall be paid to Roche per Centro policy. In addition, Roche shall be entitled to keep the laptop computer currently being used by Roche. As additional consideration for and as a pre-condition to payment of the amount set forth in this Section 1, Roche shall have executed and delivered (and not revoked or rescinded) a Waiver and Release Agreement in the form attached hereto as Exhibit A (with no modifications thereto unless agreed to by Centro in its sole discretion). In the event that Roche fails to so execute and deliver the foregoing Waiver and Release as so provided, then the obligation of Centro to make the payment provided for in this Section 1 shall terminate and be null and void and of no further force or effect.

2.             Non-competition.

(a)           Definitions. For purposes of this Agreement, the “Restricted Period shall be the one year period which starts on the Effective Date. For purposes of this Agreement, the “Restricted Area” shall be any metropolitan area in which Centro owns shopping center assets.

(b)           Non-Compete. During the Restricted Period, Roche shall not serve as an officer or as a director of any real estate investment trust or real estate company (either public or private) which in the Restricted Area is primarily engaged in the business of owning, operating, investing in, constructing, managing, developing, re-developing, or leasing neighborhood and/or community strip shopping center properties.

3.             Non-Solicitation.

(a)           Customers. During the Restricted Period, Roche shall not solicit any now existing tenant of Centro (or any entity through which Centro may conduct business during the Restricted Period) for the purpose of inducing or otherwise intending to cause such tenant to cease being a tenant of Centro or any entity through which Centro may conduct business in the future).

(b)           Employees. During the Restricted Period, Roche shall not solicit any employee of Centro (or any entity through which Centro may conduct business in the future)(including any employee formerly employed by New Plan) for the purpose of causing such employee to leave the employment of Centro (or any entity through which Centro may conduct business in the future).

4.             Nondisclosure of Confidential Information. Roche hereby agrees not to use or disclose, directly or indirectly, during the Restricted Period any Confidential Information (as defined below) that Roche may have acquired during the term of his employment with New Plan or thereafter for so long as such information remains confidential during the Restricted Period. The term “Confidential Information” as used in this Agreement shall mean non-public information of Centro (including New Plan), including, but not limited to, tenant and leasing information and policies, property development plans (including zoning matters), proprietary information, financial data,

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financial plans, lists of actual or potential customers or suppliers, rent rolls, property information and/or any other information which is generally not known to the public, whether or not protected by patents, trademarks, or copyrights.

5.             Reasonable and Necessary Restrictions. Roche acknowledges that the restrictions, prohibitions, and other provisions hereof, including, without limitation, the Restricted Area and the Restricted Period, are reasonable, fair, and equitable in terms of duration, scope, and geographic area, are necessary to protect the legitimate business interests of Centro (including the goodwill of the New Plan acquired in the Merger), and were a material inducement to enter into this Agreement and to make the payments to Roche described in Section 1 hereof.

6.             Specific Performance