Centro NP 10-Q 2004 Q2 Quarterly report

Exhibit 10.1

AGREEMENT

AGREEMENT (“Agreement”), dated as of May 14, 2004, by and between New Plan Excel Realty Trust, Inc., a Maryland corporation (“Company”), and Dean Bernstein (“Executive”).

RECITALS

A.            Executive is currently Senior Vice President, Acquisitions/Dispositions of the Company.

B.            The Company and Executive entered into an employment agreement dated as of September 25, 1998 (as amended and extended, the “Employment Agreement”).  Pursuant to the terms of the Employment Agreement, the term of the “Employment Period” under the Employment Agreement expires on December 31, 2004.

C.            The Company desires to extend the “Employment Period” under the Employment Agreement for a

term of two (2) years (i.e., from January 1, 2005 through December 31, 2006) and otherwise on the same terms and conditions as the Employment Agreement (the “Bernstein Employment Agreement Extension”).

D.            The Executive Compensation and Stock Option Committee of the Board of Directors of the Company by Unanimous Written Consent dated as of May  , 2004 authorized and approved the Bernstein Employment Agreement Extension.

AGREEMENT

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree to modify the terms of the Employment Agreement as follows:

1.The Employment Period under the Employment Agreement shall be extended for a term of two (2) years and accordingly shall expire on December 31, 2006, subject to the extension provisions contained in Paragraph 2 of the Employment Agreement.

2.Except as herein provided, all of the terms and provisions of the Employment Agreement shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

NEW PLAN EXCEL REALTY TRUST, INC., a Maryland corporation
By:	/s/ Steven F. Siegel
Name: Steven F. Siegel
Title:  Executive Vice President, General Counsel and Secretary
DEAN BERNSTEIN
/s/ Dean Bernstein