NEW PLAN EXCEL REALTY TRUST, INC. 2003 STOCK INCENTIVE PLAN

Equity Incentive Plan Agreement

Grantee:

(Signature)

Company:

(Signature)

Title:

Restricted Stock/ Nontransferability

This grant is an award of Stock in the number of shares set forth on the cover sheet, subject to the vesting conditions described below (the “Restricted Stock”). To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process.

Issuance and Vesting

The Company will issue the Restricted Stock in your name as of the Grant Date.

Your right with respect to fifty percent (50%) of the shares under this Stock Award (i.e., X shares) (the “Time Vested Shares”) will vest in five (5) equal installments, with X shares vesting on the first anniversary of the date hereof, and an additional X shares vesting on each of the next four (4) succeeding anniversary dates of the date hereof (the result being that all X Time Vested Shares will vest on [fifth anniversary of grant date]).

Your right with respect to the remaining fifty percent (50%) of the shares under this Stock Award (i.e., X shares) (the “Performance Vested Shares”) will vest in five (5) equal installments of X shares per year, commencing on January 1, X and on each January 1 thereafter until January 1, X (each, an “Anniversary Date”); subject, however, to the achievement during the calendar year immediately preceding each Anniversary Date (each, a “Measurement Year”) of either the “FFO Threshold” or the “Total Return Threshold” (as each term is hereinafter defined), but further subject to the provisions contained in the next succeeding paragraph. To the extent that any Performance Vested Shares do not vest on January 1, X [5^th anniversary of grant date], as provided herein, then all such unvested Performance Vested Shares shall be forfeited to the Company.

Notwithstanding the foregoing, if neither the FFO Threshold nor the Total Return Threshold are achieved with respect to any Measurement Year (the “Non-Performance Year”), then the Performance Vested Shares that would have vested with respect to such Non-Performance Year had the performance criteria been achieved shall nonetheless vest to the extent that at any

time thereafter either the FFO Threshold or the Total Return Threshold has been achieved on a cumulative basis beginning with the Non-Performance Year and ending with the most