CONSULTING AGREEMENT

EXHIBIT 10.1

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”), is made and entered into as of March 31, 2009, effective for all purposes as of January 1, 2009, by and between Kite Realty Group Trust, a Maryland real estate investment trust (the “Company”), and Alvin E. Kite, Jr. (“Consultant”). The Company and its direct and indirect subsidiaries, including the OP (as defined below), shall be referred to herein as the “REIT”.

WHEREAS , the Company conducts all of its business and operations through Kite Realty Group, L.P., a Delaware limited partnership (the “OP”), of which the Company is the sole general partner;

WHEREAS , Consultant previously was Chairman of the Board of Trustees of the Company and has been designated as Chairman Emeritus of the Company by the Board of Trustees of the Company;

WHEREAS , the Company desires to engage Consultant to provide certain consulting services on the terms and conditions set forth herein; and

WHEREAS , Consultant desires to provide such consulting services for the Company on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a)        Term . The term of this Agreement shall commence effective as of January 1, 2009 (the “Effective Date”) and shall expire on December 31, 2013, unless earlier terminated in accordance with this Section 1.

(b)        Termination . Each party shall have the right, in its sole and absolute discretion, to terminate this Agreement upon thirty (30) days’ prior written notice to the other party; provided, however, if the Company shall terminate this Agreement other than for “cause”, the Company shall be obligated to pay to Consultant, no later than the effective date of such termination, an amount equal to (i) the cash compensation that would otherwise be payable to Consultant (and not previously paid) under Section 3(a) of this Agreement through the end of the term of this Agreement, (ii) any expenses incurred by Consultant prior to the termination for which the OP is obligated to reimburse Consultant as provided under Section 3(b) of this Agreement and (iii) the cost of any Medicare supplement benefit incurred or to be incurred by Consultant through the end of the term of this Agreement for which the OP is obligated to reimburse Consultant as provided under Section 3(c) of this Agreement. For purposes of this Agreement, “cause” shall mean (i) the Consultant’s willful and continuing failure to perform the requested services hereunder, (ii) Consultant’s willful and continuing material breach of this Agreement, (iii) Consultant’s conviction for (or pleading nolo contendere to) any felony; or (iv) Consultant’s commission of an act of fraud, theft or dishonesty related to the business of the Company

or its affiliates or the performance of Consultant’s duties hereunder. This Agreement shall terminate automatically upon the death of Consultant.

(c)        Effects of Termination . Upon the termination of this Agreement as provided in this Section 1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of either party or any of their respective representatives, except with respect to Sections 1(b), 3(a) and 3(c) (in the case of termination of this Agreement by the Company other than for “cause” pursuant to Section 1(b) hereof only) and Sections 1(d), 3(b), 5, 6, 7(a), 7(c) and 7(e), which shall survive any termination or expiration of this Agreement. All other provisions of this Agreement shall survive termination solely for the purpose of establishing the proper interpretation of the surviving provisions hereof.

(d)        Approval of Termination . Notwithstanding anything to the contrary in this Agreement, any determination by the Company to terminate this Agreement in accordance with this Section 1 shall not be effective unless approved by a majority of the “independent” members of the Board of Trustees of the Company (as defined in the Company’s Amended and Restated Bylaws, as amended).

(a)        Consulting Services . During the term of this Agreement, Consultant agrees to serve as a consultant to the Company and shall, upon the request or direction of the Company’s Board of Trustees or the Chief Executive Officer of the Company, provide such advisory or consultative services with respect to matters that are within the scope of Consultant’s knowledge and expertise to enable the Company to continue to have the benefit of his experience and knowledge of the affairs of the Company and of his reputation, experience and contacts in the industry. The scope of Consultant’s services shall include, but is not limited to, consulting on strategic planning and business and operational matters relating to the Company, and providing other advice and assistance that reasonably falls within Consultant’s knowledge and expertise. Consultant agrees to perform such consulting services on behalf of the Company at all times using good business ethics and in a professional manner, it being understood that Consultant’s services hereunder are not intended to be exclusive or to constitute his full time business.

(b)        Availability; Outside Activities . Consultant agrees to make himself reasonably available for performance of the services under this Agreement and shall devote such amount of time to the services as reasonably necessary and sufficient to complete such services. During the term of this Agreement, Consultant shall be free to undertake or engage in any consulting, employment or other work, including engaging in certain real estate and other activities, any of which may be competitive with the business of the REIT and its affiliates, provided it does not interfere with his ability to comply with his obligations under this Agreement.

(a)        Compensation for Services . During the term of this Agreement, Consultant shall receive cash compensation in the form of a consulting fee of $100,000 per year, payable monthly at the rate of $8,333.33 per month, on the first day of each month that this Agreement is in effect (with the first such payment payable on the date of this Agreement in the amount of $25,000, covering the period from the Effective Date of this Agreement through the end of the month in which this Agreement is

entered into). The OP shall be responsible, on behalf of the Company, for the payment of the cash compensation contemplated by this Section 3(a).

(b)        Reimbursement of Expenses . The OP shall reimburse Consultant for all necessary and reasonable “out-of-pocket” business expenses incurred by Consultant in connection with the performance of the consulting services pursuant to this Agreement, subject to the travel and expense policies of the REIT established from time to time (including any pre-approval policies established by the REIT), upon presentation by Consultant to the Chief Financial Officer of an itemized accounting of such expenses with reasonable supporting documentation.

(c)        Benefits . During the term of this Agreement, the OP shall reimburse Consultant for the cost of any Medicare supplement benefit incurred by Consultant. Consultant hereby acknowledges that any amounts that the OP reimburses to Consultant pursuant to th