Centro Executive Option Plan

Exhibit 10.49

July 9, 2007

Name

Position

Centro US

Dear First name,

Centro Executive Option Plan

On behalf of the Board of Centro Properties Limited (“Centro”), I am delighted to offer you the opportunity to participate in an issue of Options pursuant to the Centro Executive Option Plan (“Plan”).  The Board believes the Plan will link your rewards with the strategic long term goals and performance of Centro and with the maximization of shareholder wealth.

1.              Invitation

You are invited to apply to receive [Number] Options over Stapled Securities (“Securities”) in Centro Properties Group (ASX:CNP).  Fifty percent (50%) of these Options will be subject to a time vesting condition (“Time Options”) and fifty percent (50%) will be subject to a performance vesting condition (“Performance Options”).

This invitation is being made by Centro Properties Group on behalf of your employer Centro Watt Management Joint Venture 2 LP (“CWMJV”) as a part of the Long Term Incentive component of your compensation package and, where appropriate, is in line with any contractual obligations with CWMJV covering Long Term Incentives.

Key Dates

The key dates in relation to this invitation are:

If you wish to apply for a grant of Options under this invitation, your completed Application Form, included with this invitation letter, must be faxed back to Samantha Aveling, Company Secretarial Officer, Centro Properties Group on +61 3 9803 1112 or sent by PDF attachment to samantha.aveling@centro.com.au by no later than 5.00 pm Pacific Coast Time on July 20, 2007.

2.              Terms of the Issue

The invitation is made on the terms set out in this letter and the Plan Rules.  This letter sets out the terms of issue of the Options (in addition to the Plan Rules) to assist you in deciding whether to apply for the grant of Options pursuant to the Plan.  Enclosed with this letter is a copy of the Plan Rules.  Also enclosed is an Executive Option Plan Information Memorandum (“Memorandum”) which outlines some frequently asked questions in relation to the Plan and a summary of the US taxation consequences.  Terms defined in this invitation have the same meaning as in the Plan Rules.  In the event of any inconsistency between this invitation, the Plan Rules and the Memorandum, the Plan Rules take precedence over both documents and this invitation takes precedence over the Memorandum.

2.1           Issue of Options

Assuming you submit your application by the date set forth above and you are an employee of a Centro Employer (as defined in section 2.3 below) on the Grant Date, you will be granted the number of options designated in Section 1 above on the Grant Date.  Each Option will, subject to these terms of issue, entitle you upon vesting to acquire one Security at the Exercise Price (see section 2.2 below).

A Security is one fully paid ordinary Share in Centro Properties Limited and one Unit in the Centro Property Trust, which are stapled together so that one may not be dealt with without the other.  (Each ‘Option’ issued to you in fact comprises separate options over a Centro Properties Limited Share (“Share Option”) and over a Centro Properties Trust Unit (“Unit Option”).)

The Securities issued to you when you exercise your Options will be of the same class, and will rank equally with, Securities on issue at the date of issue of your Securities.  However, your Securities will not carry any rights (e,g. voting or distribution/dividend rights), which attach to those Securities as a result of a record date which occurs before you exercise your Options.

The Securities will be issued to you not later than 20 business days after you exercise your Options.  Centro will apply to have your Securities quoted on the ASX within a reasonable time after they are issued to you.

2.2           Exercise Price of Options

As a condition to the exercise of your Options you must pay the Exercise Price to Centro.

The Exercise Price will be in A$ and will equal the weighted average of prices at which Securities are traded on the ASX during the 5 (five) trading days up to and including the Grant Date.  The Exercise Price will be noted on the Option certificate, which will be issued to you.

2

The Exercise Price may be adjusted in accordance with the Plan Rules if Centro completes a rights issue or capital reorganization prior to the time you exercise your Options.  We will advise you in writing if the Exercise Price is adjusted during the life of your Options.

You are reminded of the need to ensure any exercise of these Options, or trading in the Securities issued as a result of the exercise, is carried out in accordance with company policies and relevant legislation governing Insider Trading.

2.3           Vesting of Options

Your Options can only be exercised if they vest.  Time Options will only vest if you remain employed by a Centro Employer on the Vesting Day.  Performance Options will only vest if you remain employed by a Centro Employer on the Vesting Day AND the Vesting Condition (see section 2.4 below) is satisfied.

For the purposes of this invitation, a Centro Employer is a company which is wholly or majority owned by Centro.

Subject to a change of control (see section 2.5 below), the Vesting Day for both Time Options and Performance Options is July 31, 2010.  However, if the UBS Equities Limited “S&P/ASX Property 200 Accumulation” index for the period ending on June 30, 2010 is not published by that day, the Board may substitute another Vesting Day for the Performance Options.

Note that whereas the 3 (three) year period for the purposes of the Vesting Condition for the performance options (refer 2.4 below) will end on June 30, 2010, the Vesting Day will be July 31, 2010 - assuming the relevant UBS Equities index is by then published.  You must therefore remain employed by a Centro Employer on July 31, 2010 for your Options to vest.

2.4           Vesting Condition for Performance Options

The Vesting Condition for the Performance Options is designed to ensure that both executives and security holders benefit from the issue of your Performance Options.  Subject to section 2.5, Change of Control, it involves a comparison of the Total Shareholder Return (“TSR”) on Centro’s Securities with that of other Australian listed property trust (“LPT”) securities.

Centro’s TSR over the three years prior to June 30, 2010 is to be compared to the TSR of each other entity in the UBS Equities Limited “Standard & Poors/Australian Securities Exchange (“S&P/ASX”) Property 200 Accumulation” index (or any similar or replacement index as determined by the Board) over the same period.  Only TSRs which have been in the index for the full 3 (three) years will be compared.

TSR measures the total return on a security.  It takes into account both capital appreciation and distributions of income.  It assumes a notional reinvestment of distributi