FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCEL REALTY PARTNERS, L.P.,

Exhibit 10.20

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
EXCEL REALTY PARTNERS, L.P.

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EXCEL REALTY PARTNERS, L.P ., dated as of December 7, 2004 (" Amendment "), is entered into by New Plan DRP Trust (the " General Partner "), a Maryland real estate investment trust, as the general partner of Excel Realty Partners, L.P. (the " Partnership ").

        WHEREAS, the Partnership was formed pursuant to that certain Agreement of Limited Partnership of Excel Realty Partners, L.P., dated as of April 24, 1995, as amended by that certain First Amendment to the Agreement of Limited Partnership of Excel Realty Partners, L.P., dated as of December 31, 1995 and amended in its entirety by that certain Amended and Restated Agreement of Limited Partnership dated as of June 25, 1997, as amended by that certain First Amendment to the Amended and Restated Agreement of Limited Partnership Excel Realty Partners, L.P., dated as of August 20, 1999 and further amended in its entirety by that certain Second Amended and Restated Agreement of Limited Partnership dated as of May 19, 2003 (the " Partnership Agreement "); and

        WHEREAS, pursuant to Section 7.3.C of the Partnership Agreement, the General Partner has been granted the authority, without the Consent of the Limited Partners, to amend the Partnership Agreement to, among other things, (i) add to the obligations of the General Partner or surrender any right or power granted to the General