________________________________________________________
   ________________________________________________________









                 AGREEMENT AND PLAN OF MERGER

                             among

                   EXCEL REALTY TRUST, INC.,

                     ERT MERGER SUB, INC.

                              and

                     NEW PLAN REALTY TRUST

                      Dated May 14, 1998











   ________________________________________________________
   ________________________________________________________


                       TABLE OF CONTENTS


   ARTICLE 1.     THE MERGER
        1.1.      The Merger
        1.2.      The Closing
        1.3.      Effective Time
        1.4.      Revision of Form of Transaction

   ARTICLE 2.     ORGANIZATION OF THE SURVIVING TRUST
        2.1.      Declaration of Trust
        2.2.      Trustees
        2.3.      Officers

   ARTICLE 3.     ORGANIZATION OF EXCEL
        3.1.      Articles of Incorporation
        3.2.      Bylaws
        3.3.      Directors
        3.4.      Officers
        3.5.      Excel Stock Dividend

   ARTICLE 4.     EFFECT OF THE MERGER ON THE CAPITAL STOCK
                  OF THE CONSTITUENT PARTIES; EXCHANGE OF
                  CERTIFICATES
        4.1.      Effect on Capital Stock
        4.2.      Exchange of Certificates

   ARTICLE 5.     REPRESENTATIONS AND WARRANTIES OF NEW PLAN
        5.1.      Existence; Good Standing; Authority;
                  Compliance With Law
        5.2.      Authorization, Validity, and Effect of
                  Agreements
        5.3.      Capitalization
        5.4.      Subsidiaries
        5.5.      Other Interests
        5.6.      No Violation
        5.7.      SEC Documents
        5.8.      Litigation
        5.9.      Absence of Certain Changes
        5.10.     Taxes
        5.11.     Books and Records
        5.12.     Properties
        5.13.     Environmental Matters
        5.14.     Employee Benefit Plans
        5.15.     Labor Matters
        5.16.     No Brokers
        5.17.     Opinion of Financial Advisor
        5.18.     Excel Stock Ownership
        5.19.     Related Party Transactions
        5.20.     Contracts and Commitments
        5.21.     Leases
        5.22.     Investment Company Act of 1940

                              -i-


        5.23.     Certain Payments Resulting From
                  Transactions
        5.24.     State Takeover Statutes

   ARTICLE 6.     REPRESENTATIONS AND WARRANTIES OF EXCEL
        6.1.      Existence; Good Standing; Authority;
                  Compliance With Law
        6.2.      Authorization, Validity and Effect of
                  Agreements
        6.3.      Capitalization
        6.4.      Subsidiaries
        6.5.      Other Interests
        6.6.      No Violation
        6.7.      SEC Documents
        6.8.      Litigation
        6.9.      Absence of Certain Changes
        6.10.     Taxes
        6.11.     Books and Records
        6.12.     Properties
        6.13.     Environmental Matters
        6.14.     Employee Benefit Plans
        6.15.     Labor Matters
        6.16.     No Brokers
        6.17.     Opinion of Financial Advisor
        6.18.     New Plan Share Ownership
        6.19.     Related Party Transactions
        6.20.     Contracts and Commitments
        6.21.     Leases
        6.22.     Investment Company Act of 1940
        6.23.     Certain Payments Resulting From
                  Transactions
        6.24.     State Takeover Statutes
        6.25.     Legacy Arrangements

   ARTICLE 7.     COVENANTS
        7.1.      No Solicitation by New Plan
        7.2.      No Solicitation by Excel
        7.3.      Conduct of Businesses
        7.4.      Meetings of Stockholders
        7.5.      Filings; Other Action
        7.6.      Inspection of Records
        7.7.      Publicity
        7.8.      Registration Statement
        7.9.      Listing Application
        7.10.     Affiliates of New Plan
        7.11.     Expenses
        7.12.     Indemnification
        7.13.     Employees
        7.14.     Reorganization
        7.15.     Advice of Changes
        7.16.     REIT Status
        7.17.     Governance

                             -ii-
        7.18.     Corporate Headquarters
        7.19.     Amendments to Excel DRIP
        7.20.     Legacy Arrangements
        7.21.     Consulting Agreement
        7.22.     No Sale Agreements
        7.23.     Dividends
        7.24.     Executive Employment Agreements

   ARTICLE 8.     CONDITIONS
        8.1.      Conditions to Each Party's Obligation to
                  Effect the Merger
        8.2.      Conditions to Obligations of New Plan to 
                  Effect the Merger
        8.3.      Conditions to Obligation of Excel to
                  Effect the Merger

   ARTICLE 9.     TERMINATION
        9.1.      Termination by Mutual Consent
        9.2.      Termination by Either Excel or New Plan
        9.3.      Termination by New Plan
        9.4.      Termination by Excel
        9.5.      Certain Fees and Expenses Upon Effect of
                  Termination and Abandonment
        9.6.      Investigation

   ARTICLE 10.    GENERAL PROVISIONS
        10.1.     Nonsurvival of Representations, Warranties
                  and Agreements
        10.2.     Notices
        10.3.     Assignment; Binding Effect; Benefit
        10.4.     Entire Agreement
        10.5.     Confidentiality
        10.6.     Amendment
        10.7.     Governing Law
        10.8.     Counterparts
        10.9.     Headings
        10.10.    Interpretation
        10.11.    Extension; Waiver
        10.12.    Severability
        10.13.    Enforcement of Agreement
        10.14.    Interpretation and Certain Definitions
        10.15.    Limitation of Liability

   EXHIBITS

   A-1  Arnold Laubich Employment Agreement
   A-2  Gary Sabin Employment Agreement
   B-1  Gary Sabin Voting Agreement
   B-2  Laubich and Newman Voting Agreement
   C-1  Gary Sabin Support Agreement
   C-2  Laubich and Newman Support Agreement
   D-1  Amendment to Administrative Services Agreement
   D-2  Terms of Legacy Agreement




                             -iii-


   E    Terms of Newman Consulting Agreement
   F    Executive Employment Agreements


   SCHEDULES

   1.1    New Plan Trust Amendments
   2.2    Trustees of Surviving Trust
   2.3    Officers of Surviving Trust
   3.1    Excel Charter Amendments
   3.2    Amended and Restated Bylaws of Excel
   3.3    Directors of Excel as of Effective Time
   3.4    Officers of Excel as of Effective Time
   4.1(b) Certificate of Designation for Excel Series D
          Preferred Stock





























                             -iv-
                 AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER (this "Agreement"),
   dated May 14, 1998, among EXCEL REALTY TRUST, INC., a
   Maryland corporation ("Excel"), ERT MERGER SUB, INC., a
   Maryland corporation and wholly-owned subsidiary of Excel
   ("Sub"), and NEW PLAN REALTY TRUST, a Massachusetts
   business trust ("New Plan").

                           RECITALS

        A.   The Board of Directors of Excel and the Board
   of Trustees of New Plan have both determined that a
   business combination between Excel and New Plan is in the
   best interests of their respective companies and
   stockholders and holders of shares of beneficial interest
   (sometimes hereinafter referred to as "shareholders") and
   presents an opportunity for their respective companies to
   achieve long-term strategic and financial benefits, and
   accordingly have agreed to effect the merger of Sub with
   and into New Plan upon the terms and subject to the
   conditions set forth herein.

        B.    For federal income tax purposes, it is
   intended that the merger provided for herein shall
   qualify as a reorganization within the meaning of Section
   368(a)(1) of the Internal Revenue Code of 1986, as
   amended (the "Code").

        C.    Each of Excel and New Plan has received a
   fairness opinion relating to the transactions
   contemplated hereby as more fully described herein.

        D.    Excel, Sub and New Plan desire to make certain
   representations, warranties and agreements as provided in
   this Agreement.

        E.   Simultaneously herewith, (i) Excel and Arnold
   Laubich ("Laubich"), currently New Plan's President and
   Chief Executive Officer, have entered into an employment
   agreement (in the form of Exhibit A-1 hereto) to be
   effective as of the Effective Time (as herein defined)
   and (ii) Excel and Gary Sabin ("Sabin"), currently
   Excel's Chairman and Chief Executive Officer, have
   entered into an employment agreement (in the form of
   Exhibit A-2 hereto) to be effective as of the Effective
   Time.

        F.   Simultaneous herewith, Laubich, Sabin and
   William Newman ("Newman") have entered into (i) a Voting
   Agreement in the form of Exhibit B-1 hereto (for Sabin)
   and Exhibit B-2 hereto (for Laubich and Newman) with
   respect to approval of the Merger, this Agreement and the
   transactions contemplated hereby and (ii) a Support
   Agreement in the form of Exhibit C-1 hereto (for Sabin)
   and Exhibit C-2 hereto (for Laubich and Newman) with
   respect to certain matters from and after the Effective
   Time.
        NOW, THEREFORE, in consideration of the foregoing,
   and of the representations, warranties, covenants and
   agreements contained herein, the parties hereto hereby
   agree as follows:

                          ARTICLE 1.
                          THE MERGER

         1.1.  The Merger.  On the terms and subject to the
   conditions of this Agreement, at the Effective Time (as
   defined in Section 1.3), Sub shall be merged with and
   into New Plan in accordance with this Agreement and the
   separate corporate existence of Sub shall thereupon cease
   (the "Merger").  New Plan shall continue as the surviving
   trust in the Merger (sometimes hereinafter referred to as
   the "Surviving Trust").  The Merger shall have the
   effects specified in Section 3-114 of the Maryland
   General Corporation Law (the "MGCL") and in the Amended
   and Restated Declaration of Trust of New Plan dated
   January 15, 1996 (the "Declaration of Trust") as amended
   by the Trust Amendments (the "Trust Amendments") set
   forth on Schedule 1.1 hereto under Massachusetts law.  

         1.2.  The Closing.  On the terms and subject to the
   conditions of this Agreement, and provided that this
   Agreement has not been terminated under Article 9 hereof,
   the closing of the Merger (the "Closing") shall take
   place (a) at the offices of Latham & Watkins in New York,
   New York, at 9:00 a.m., local time, on the third business
   day immediately following the day on which the condition
   set forth in Section 8.1(a) has been satisfied, provided
   that if all the other conditions set forth in Article 8
   are not then fulfilled or waived on such third business
   day, the Closing shall be automatically extended from
   time to time until the first subsequent business day on
   which all such conditions are so fulfilled or waived,
   subject however, to Article 9 hereof, or (b) at such
   other time, date or place as Excel and New Plan may
   agree.  The date on which the Closing occurs is
   hereinafter referred to as the "Closing Date."  As used
   herein, "business day" shall mean a day on which banks
   are not required or authorized to close in The City of
   New York.

         1.3.  Effective Time.  At the Closing, the parties
   hereto shall cause Articles of Merger meeting the
   requirements of the MGCL to be properly executed,
   verified and delivered for filing in accordance with the
   MGCL on the Closing Date, and the Trustees of New Plan
   shall cause to be properly executed and filed with the
   Secretary of the Commonwealth of Massachusetts a
   certificate as to the due adoption of the Trust
   Amendments and of the effectiveness of the Merger
   provided for in this Agreement to which shall be attached
   a duplicate copy of such Articles of Merger (the
   "Certificate of Amendment and Merger").  The Merger shall

                               2
   become effective upon the later of the acceptance for
   record of the Articles of Merger by the State Department
   of Assessments and Taxation of Maryland (the "SDAT") in
   accordance with the MGCL and the filing of the
   Certificate of Amendment and Merger with the Secretary of
   the Commonwealth of Massachusetts (the "Effective Time").

         1.4.  Revision of Form of Transaction.  In the
   event that consummation of the Merger as contemplated by
   this Agreement would result in a Excel Material Adverse
   Effect (as defined herein) at or following the Effective
   Time as a result of the failure of the Surviving Trust to
   be treated as a qualified REIT subsidiary (as defined in
   the Code) under applicable provisions of state law, then
   the parties shall effect the business combination of New
   Plan and Excel as a direct merger of New Plan into Excel
   and such Merger shall be deemed the "Merger" hereunder,
   and this Agreement shall be deemed automatically amended
   by the parties as appropriate to give effect to the
   revised form of such business combination with each party
   executing a written amendment to this Agreement as
   necessary to reflect the foregoing, provided that in such
   case the Excel Series D Preferred Stock (as herein
   defined) shall not have voting rights on general
   stockholder matters.  Such amendment shall not change the
   substantive terms of this Agreement, including, without
   limitation, provisions with respect to the consideration
   to be received by the holders of New Plan Common Shares
   (as herein defined).

                          ARTICLE 2.
              ORGANIZATION OF THE SURVIVING TRUST

         2.1.  Declaration of Trust.  The Declaration of
   Trust in effect immediately prior to the Effective Time
   (after giving effect to the Trust Amendments which shall
   be submitted to the New Plan shareholders at the New Plan
   Shareholders Meeting (as herein defined) and made
   effective immediately prior to the Effective Time) shall
   be the Declaration of Trust of the Surviving Trust, until
   duly amended in accordance with the provisions of the
   Declaration of Trust and applicable law. 

         2.2.  Trustees.  The persons listed on Schedule 2.2
   hereto shall become the trustees of the Surviving Trust
   as of the Effective Time, subject to Section 3.3.

         2.3.  Officers.  The persons listed on Schedule 2.3
   hereto with their respective titles shall be the officers
   of the Surviving Trust as of the Effective Time, subject
   to Section 3.4.






                                3
                          ARTICLE 3.
                     ORGANIZATION OF EXCEL

         3.1.  Articles of Incorporation.  The charter, as
   amended (the "Charter") of Excel in effect immediately
   prior to the Effective Time shall be the Charter of Excel
   from and after the Effective Time until duly amended in
   accordance with applicable law; provided that, as of the
   Effective Time and subject to receipt of the requisite
   approval of the stockholders of Excel at the Excel
   Stockholders Meeting (as herein defined), (i) Article II
   of the Charter shall be amended to read in its entirety
   as follows:  "The name of the corporation (which is
   hereinafter called the "Corporation") is New Plan Excel
   Realty Trust, Inc." and (ii) such Charter shall be
   further amended as set forth on Schedule 3.1 to this
   Agreement (such amendment being referred to herein as the
   "Excel Charter Amendment").

         3.2.  Bylaws.  The Bylaws of Excel in effect
   immediately prior to the Effective Time shall be the
   Bylaws of Excel from and after the Effective Time until
   duly amended in accordance with applicable law; provided
   that, as of the Effective Time, the Bylaws of Excel shall
   be amended and restated as set forth on Schedule 3.2 to
   this Agreement.

         3.3.  Directors.  As of the Effective Time, the
   Board of Directors of Excel shall be reconstituted to
   have fifteen (15) members, nine (9) to be designated by
   New Plan and six (6) to be designated by Excel, as
   further set forth on Schedule 3.3 so that the persons
   listed on Schedule 3.3 hereto shall become the directors
   of Excel as of the Effective Time.  In the event that any
   person designated on Schedule 2.2 or 3.3 (including by
   reason of this sentence) is unable or unwilling to serve
   as a director of Excel or trustee of the Surviving Trust
   as of the Effective Time, then New Plan shall designate
   the replacement for any such persons who are trustees of
   or designated by New Plan, and Excel shall designate the
   replacement for any such persons who are directors of or
   designated by Excel and in each case, such replacement
   designees shall be treated as if set forth on Schedule
   2.2 or 3.3, as the case may be, as of the date hereof in
   place of the person for whom he or she has been
   designated as a replacement.

         3.4.  Officers.  The persons listed on Schedule 3.4
   hereto with their respective titles shall be the officers
   of Excel as of the Effective Time.  In the event that
   prior to the Effective Time any person designated on
   Schedule 2.3 or 3.4 (including by reason of this
   sentence) is unable or unwilling to serve as an officer
   of the Surviving Trust or Excel as set forth on Schedule
   2.3 or 3.4, as the case may be, New Plan and Excel shall


                               4
   mutually determine the person or persons to serve as such
   officer in replacement for such person.

         3.5.  Excel Stock Dividend.  New Plan and Excel
   agree that Excel shall declare and pay on each share of
   Excel Common Stock a dividend of .2 of a share of Excel
   Common Stock (the "Excel Stock Dividend").  Both the
   record date and the payment date for such dividend shall
   be before the Effective Time.  In the case of any holder
   of Excel Common Stock entitled to receive a dividend of a
   whole number of shares plus a fraction of one share
   (after taking into account all shares owned by such
   holder), such holder shall receive such whole number of
   shares but, in satisfaction and redemption of such
   holder's right to receive such fraction of one share,
   such holder shall receive cash in an amount equal to such
   fraction of the value of one share of Excel Common Stock,
   determined as the average of the high and low trading
   prices of a share of Excel Common Stock on the New York
   Stock Exchange on the record date for the Excel Stock
   Dividend.

                          ARTICLE 4.
       EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
         CONSTITUENT PARTIES; EXCHANGE OF CERTIFICATES

         4.1.  Effect on Capital Stock.

               (a)   At the Effective Time, each share of
   beneficial interest, no par value, of New Plan ("New Plan
   Common Shares") together with the New Plan Rights (as
   herein defined) outstanding immediately prior to the
   Effective Time shall, by virtue of the Merger and without
   any action on the part of New Plan, Excel or the holders
   of any of the securities of either of these entities, be
   cancelled and converted into, subject to the prior
   distribution of the Excel Stock Dividend, the right to
   receive one (1) (the "Exchange Ratio") share of common
   stock, par value $.01 per share, of Excel ("Excel Common
   Stock").  The Exchange Ratio and corresponding number of
   shares of Excel Common Stock to be issued in the Merger
   shall be appropriately adjusted to reflect the effect of
   any stock split, reverse stock split, stock dividend
   (other than the Excel Stock Dividend), reorganization,
   recapitalization or other like change with respect to the
   Excel Common Stock or New Plan Common Shares occurring
   after the date hereof and prior to the Effective Time
   (subject, however, to Sections 7.3(b)(iv) and 7.3(c)(iv)
   hereof).  Each New Plan Common Share to be converted in
   the Merger shall be converted, without further
   consideration together with its associated share purchase
   right (a "New Plan Right") issued pursuant to the Rights
   Agreement between New Plan and Bank Boston, N.A., as
   rights agent.  References herein to New Plan Common
   Shares to be converted in the Merger are deemed to
   include the associated New Plan Rights.  Each share of

                               5
   Excel Common Stock issued to holders of New Plan Common
   Shares in the Merger shall be issued together with one
   associated preferred stock purchase right (an "Excel
   Right") in accordance with the Rights Agreement between
   Excel and BankBoston, N.A., as rights agent.  References
   herein to shares of Excel Common Stock issuable in
   connection with the Merger are deemed to include the
   associated Excel Rights.

               (b)   At the Effective Time, each Depositary
   Share representing one-tenth of a share of 7.8% Series A
   Cumulative Step-up Rate Premium Preferred Shares, par
   value $1.00 per share, of New Plan ("New Plan Preferred
   Shares") outstanding immediately prior to the Effective
   Time shall, by virtue of the Merger and without any
   action on the part of New Plan, Excel or the holders of
   any of the securities of either of these entities, be
   cancelled and converted into the right to receive one
   voting depositary share representing a one-tenth
   fractional interest in a share of 7.8% Series D
   Cumulative Voting Step-up Rate Premium Preferred Stock,
   par value $.01 per share, of Excel ("Excel Series D
   Preferred Stock"), and shall have a liquidation
   preference of $50.00 per share.  The Excel Series D
   Preferred Stock shall have the same terms as the New Plan
   Preferred Shares and such other terms which are reflected
   on Schedule 4.1(b) hereto and which other terms are
   hereafter approved by New Plan, shall have ten (10) votes
   per share, with each depositary share representing a one-
   tenth fractional interest in a share of Excel Series D
   Preferred Stock (a "Excel Series D Depositary Share")
   having one vote per share (voting together with the Excel
   Common Stock) and shall accrue dividends from the end of
   the last period with respect to which the New Plan
   Preferred Shares received a dividend payment (it being
   agreed that Excel shall cooperate with New Plan to
   address such other terms promptly hereafter).  The shares
   of Excel Common Stock to be issued to holders of New Plan
   Common Shares and the Excel Series D Depositary Shares to
   be issued in the Merger to holders of New Plan Preferred
   Shares are sometimes referred to collectively herein as
   the "Merger Consideration."

               (c)   At the Effective Time, each share of
   common stock, par value $.01 per share, of Sub ("Sub
   Common Stock"), outstanding immediately prior to the
   Effective Time shall, by virtue of the Merger and without
   any action on the part of New Plan, Sub or the holder of
   the securities of either of these entities, be canceled
   and converted into the right to receive one New Plan
   Common Share.

               (d)   As a result of the Merger and without
   any action on the part of the holder thereof, all New
   Plan Common Shares and New Plan Preferred Shares
   outstanding immediately prior to the Effective Time shall

                               6
   cease to be outstanding and shall be canceled and retired
   and shall cease to exist, and each holder of a
   certificate (a "Certificate") representing any New Plan
   Common Share or New Plan Preferred Share shall thereafter
   cease to have any rights with respect to such New Plan
   Common Share or New Plan Preferred Share, except the
   right to receive, without interest, the Merger
   Consideration (including the rights described in Sections
   4.2(c), 4.2(d) and 4.2(e) hereof) and cash in lieu of
   fractional shares of Excel Common Stock upon the
   surrender of such Certificate.

               (e)   Each New Plan Common Share or New Plan
   Preferred Share issued and held in New Plan's treasury at
   the Effective Time or owned of record or beneficially by
   Excel, if any, shall by virtue of the Merger cease to be
   outstanding and shall be canceled and retired and shall
   cease to exist without payment of any consideration
   therefor.  Each share of Excel Common Stock and Excel
   Series D Preferred Stock issued in connection with the
   Merger will be duly authorized, validly issued, fully
   paid and nonassessable and free of preemptive rights.

               (f)   To the extent that acceleration by New
   Plan of the exercisability of any outstanding option to
   purchase New Plan Common Shares (each, an "New Plan
   Option") is permitted but not required by the applicable
   governing instrument, New Plan shall not elect to cause
   such acceleration to occur.  In connection therewith, at
   the Effective Time, to the extent not prohibited by the
   terms of the relevant governing instrument, New Plan's
   obligations with respect to each New Plan Option that is
   outstanding and unexercised immediately prior thereto
   shall be assumed by Excel, as follows.  Each New Plan
   Option shall cease to represent a right to purchase New
   Plan Common Shares and shall instead represent a right to
   purchase shares of Excel Common Stock in an amount and at
   an exercise price determined as provided below (and
   otherwise subject to the terms of whichever of New Plan's
   Amended and Restated 1985 Incentive Stock Option Plan,
   March 1991 Stock Option Plan, Non-Qualified Stock Option
   Plan, 1991 Stock Option Plan or 1997 Stock Option Plan
   (collectively, the "New Plan Employee Stock Plans"), that
   the New Plan Option was issued under and the agreements
   evidencing grants thereunder, including subject to the
   provisions of the first sentence of this Section 4.1(f),
   the accelerated vesting of New Plan Options that shall
   occur in connection with and by virtue of the Merger as
   and to the extent required by the New Plan Employee Stock
   Plans or such agreements):

                     (i)   the number of shares of Excel
         Common Stock to be subject to the assumed New Plan
         Option shall be equal to the product of the number
         of New Plan Common Shares that were subject to the
         option and the Exchange Ratio, provided that any

                                7
         fractional share of Excel Common Stock resulting
         from such multiplication shall be rounded up to the
         nearest whole share; and

                     (ii)  the exercise price per share of
         Excel Common Stock under the assumed New Plan
         Option shall be equal to the exercise price per New
         Plan Common Share under the option before the
         assumption by Excel divided by the Exchange Ratio,
         provided that such exercise price shall be rounded
         down to the nearest whole cent.

   Except as provided above, each such assumed New Plan
   Option shall be subject to the same terms and conditions
   (including, without limitation, expiration date, vesting
   and exercise provisions) as were applicable to New Plan
   Options immediately prior to the Effective Time.  No
   later than the Effective Time, Excel will cause to be
   filed one or more registration statements on Form S-8
   under the Securities Act (or any successor form) in order
   to register the shares of Excel Common Stock issuable in
   connection with the assumed New Plan Options, and Excel
   shall use its best efforts to maintain the effectiveness
   of such registration statements (and maintain the current
   status of the prospectuses contained therein or used
   pursuant thereto) for so long as such assumed New Plan
   Options remain outstanding.  At or prior to the Effective
   Time, Excel shall take all corporate action necessary to
   reserve for issuance a sufficient number of shares of
   Excel Common Stock for delivery in connection with the
   assumed New Plan Options.  The adjustment provided herein
   with respect to any New Plan Options that are "incentive
   stock options" (as defined in Section 422 of the Code)
   shall be and is intended to be effected in a manner that
   is consistent with Section 424(a) of the Code and, to the
   extent it is not so consistent, Section 424(a) shall
   override anything to the contrary contained herein.  The
   duration and other terms of the assumed New Plan Option
   after its assumption by Excel shall be the same as before
   such assumption except that all references to New Plan
   shall be deemed to be references to Excel.

         4.2.  Exchange of Certificates.

               (a)   As of the Effective Time, Excel shall
   deposit, or shall cause to be deposited, with an exchange
   agent selected by Excel, which shall be reasonably
   satisfactory to New Plan (the "Exchange Agent"), for the
   benefit of the holders of New Plan Common Shares and New
   Plan Preferred Shares, for exchange in accordance with
   this Article 4, certificates representing the Merger
   Consideration, cash in lieu of fractional shares of the
   Merger Consideration to be issued pursuant to Section 4.1
   and paid pursuant to this Section 4.2 in exchange for
   outstanding New Plan Common Shares, and dividends and


                               8
   other distributions on the Merger Consideration
   contemplated by Section 4.2(c).

               (b)   Promptly after the Effective Time,
   Excel shall cause the Exchange Agent to mail to each
   holder of record of a Certificate or Certificates (i) a
   letter of transmittal which shall specify that delivery
   shall be effected, and risk of loss and title to the
   Certificates shall pass, only upon delivery of the
   Certificates to the Exchange Agent and shall be in such
   form and have such other provisions as Excel may
   reasonably specify and (ii) instructions for use in
   effecting the surrender of the Certificates in exchange
   for certificates representing the Merger Consideration,
   cash in lieu of fractional shares of the Merger
   Consideration, and dividends and other distributions on
   the Merger Consideration contemplated by Section 4.2(c). 
   Upon surrender of a Certificate for cancellation to the
   Exchange Agent together with such letter of transmittal,
   duly executed and completed in accordance with the
   instructions thereto, the holder of such Certificate
   shall be entitled to receive in exchange therefor (x)
   certificates representing the number of whole shares of
   the Merger Consideration and (y) a check representing the
   amount of cash in lieu of fractional shares of the Merger
   Consideration, if any, and unpaid dividends and
   distributions, if any, which such holder has the right to
   receive in respect of the Certificate surrendered
   pursuant to the provisions of this Article 4, after
   giving effect to any required withholding tax, and the
   Certificate so surrendered shall forthwith be canceled. 
   No interest will be paid or accrued on the cash in lieu
   of fractional shares of the Merger Consideration and
   dividends and distributions on the Merger Consideration
   contemplated by Section 4.2(c) hereto payable to holders
   of Certificates.  In the event of a transfer of ownership
   of New Plan Common Shares or New Plan Preferred Shares
   which is not registered in the transfer records of New
   Plan, certificates representing the proper number of
   shares of the Merger Consideration, together with a check
   for the cash to be paid in lieu of fractional shares of
   the Merger Consideration and dividends and distributions
   on the Merger Consideration contemplated by Section
   4.2(c) hereof, may be issued to such a transferee if the
   Certificate representing such New Plan Common Shares or
   New Plan Preferred Shares is presented to the Exchange
   Agent, accompanied by all documents required to evidence
   and effect such transfer and to evidence that any
   applicable stock transfer taxes have been paid. 
   Notwithstanding any other provision of this Agreement,
   the letter of transmittal referred to above will, at New
   Plan's election, provide for the ability of a holder of
   one or more Certificates to elect that shares of Excel
   Common Stock to be received in exchange for the New Plan
   Common Shares formerly represented by such surrendered
   Certificates be issued in uncertificated form or to elect

                               9
   that such shares of Excel Common Stock be credited to an
   appropriate book entry account or, as applicable, an
   account established for the holder under the dividend
   reinvestment and stock purchase plan of Excel.

               (c)   Notwithstanding any other provisions of
   this Agreement, no dividends or other distributions on
   the Merger Consideration with a record date after the
   Effective Time shall be paid with respect to any New Plan
   Common Shares or New Plan Preferred Shares represented by
   a Certificate until such Certificate is surrendered for
   exchange as provided herein.  Subject to the effect of
   applicable laws, following surrender of any such
   Certificate, there shall be paid to the holder of the
   certificates representing whole shares of the Merger
   Consideration issued in exchange therefor, without
   interest, (i) at the time of such surrender, the amount
   of dividends or other distributions with a record date
   after the Effective Time theretofore payable with respect
   to such whole shares of the Merger Consideration, less
   the amount of any withholding taxes which may be required
   thereon, and (ii) at the appropriate payment date, the
   amount of dividends or other distributions with a record
   date after the Effective Time but prior to surrender and
   a payment date subsequent to surrender payable with
   respect to such whole shares of the Merger Consideration,
   less the amount of any withholding taxes which may be
   required thereon.

               (d)   At and after the Effective Time, there
   shall be no transfers on the stock transfer books of New
   Plan of New Plan Common Shares and New Plan Preferred
   Shares which were outstanding immediately prior to the
   Effective Time.  If, after the Effective Time,
   Certificates are presented to the Surviving Trust, they
   shall be canceled and exchanged for certificates for the
   Merger Consideration and cash in lieu of fractional
   shares of the Merger Consideration, if any, and unpaid
   dividends and distributions on the Merger Consideration
   deliverable in respect thereof pursuant to this Agreement
   in accordance with the procedures set forth in this
   Article 4.  Appropriate procedures shall be established
   by Excel and the Exchange Agent so that each holder of a
   Certificate at the Effective Time shall be entitled to
   vote on all matters subject to the vote of holders of
   Excel Common Stock or Excel Series D Preferred Stock with
   a record date on or after the date of the Effective Time,
   whether or not such Certificate holder shall have
   surrendered Certificates in accordance with the
   provisions of this Agreement.  For purposes of the
   immediate foregoing sentence, Excel may rely conclusively
   on the shareholder records of New Plan in determining the
   identity of and the number of New Plan Common Shares or
   New Plan Preferred Shares held by each holder of a
   Certificate at the Effective Time.


                              10
               (e)   No fractional shares of the Merger
   Consideration shall be issued pursuant hereto.  In lieu
   of the issuance of any fractional shares of the Merger
   Consideration pursuant to Section 4.1(b), cash
   adjustments will be paid to holders in respect of any
   fractional shares of the Merger Consideration that would
   otherwise be issuable (after taking into account all
   shares held by each record or beneficial owner of the
   Merger Consideration), and the amount of such cash
   adjustment shall be equal to such fractional proportion
   of the closing sale prices of the Excel Common Stock on
   the New York Stock Exchange ("NYSE") as reported in The
   Wall Street Journal, or, if not reported thereby, by
   another authoritative source, on the trading day on which
   the Effective Time occurs.

               (f)   Any portion of the Merger Consideration
   held by the Exchange Agent (together with any cash in
   lieu of fractional shares of the Merger Consideration and
   the proceeds of any investments thereof) that remains
   unclaimed by the former stockholders of New Plan one year
   after the Effective Time shall be delivered to Excel. 
   Any former stockholders of New Plan who have not
   theretofore complied with this Article 4 shall thereafter
   look only to Excel for payment of their shares
   constituting the Merger Consideration, cash in lieu of
   fractional shares of the Merger Consideration and
   dividends and other distributions on the Merger
   Consideration contemplated by Section 4.2(c), in each
   case, without any interest thereon.

               (g)   None of Excel, New Plan, the Exchange
   Agent or any other person shall be liable to any former
   holder of New Plan Common Shares or New Plan Preferred
   Shares for any amount properly delivered to a public
   official pursuant to applicable abandoned property,
   escheat or similar laws.

               (h)   In the event any Certificate shall have
   been lost, stolen or destroyed, upon the making of an
   affidavit of that fact by the person claiming such
   Certificate to be lost, stolen or destroyed and, if
   required by Excel, the posting by such person of a bond
   in such reasonable amount as Excel may direct as
   indemnity against any claim that may be made against it
   with respect to such Certificate, the Exchange Agent or
   Excel will issue in exchange for such lost, stolen or
   destroyed Certificate the Merger Consideration and cash
   in lieu of fractional shares and unpaid dividends and
   distributions on shares of the Merger Consideration as
   provided in Section 4.2(d), deliverable in respect
   thereof pursuant to this Agreement.

               (i)   The holders of New Plan Common Shares
   and New Plan Preferred Shares shall not be entitled to
   appraisal rights as a result of the Merger.

                              11
                          ARTICLE 5.
          REPRESENTATIONS AND WARRANTIES OF NEW PLAN

         Except as set forth in the disclosure letter
   delivered at or prior to the execution hereof to Excel
   (the "New Plan Disclosure Letter") or as set forth in the
   New Plan Reports (as defined below) filed prior to the
   date of this Agreement (it being understood and agreed
   that disclosure set forth in the New Plan Disclosure
   Letter and such New Plan Reports shall be deemed
   applicable to each particular representation and warranty
   of New Plan herein contained to the extent it is
   reasonably evident on the face of such disclosure that
   such disclosure applies to such representation and
   warranty), New Plan represents and warrants to Excel as
   follows:

         5.1.  Existence; Good Standing; Authority;
   Compliance With Law.  New Plan is an unincorporated
   business trust duly established, validly existing and in
   good standing under the laws of the Commonwealth of
   Massachusetts.  New Plan is duly licensed or qualified to
   do business and is in good standing under the laws of any
   other state of the United States in which the character
   of the properties owned or leased by it therein or in
   which the transaction of its business therein as a
   Massachusetts business trust makes such licensing or
   qualification necessary, except where the failure to be
   so licensed or qualified or in good standing would not
   have a "New Plan Material Adverse Effect."  For purposes
   of this Agreement, a "New Plan Material Adverse Effect"
   shall mean a material adverse effect on the business,
   assets, results of operations or condition (financial or
   otherwise) of New Plan and its Subsidiaries taken as a
   whole (or any matter which is reasonably likely to have
   such an effect).  The Declaration of Trust confers upon
   the trustees named therein, and their successors in
   trust, power and authority to own, operate, lease and
   encumber its properties and carry on its business as now
   conducted.  Each of New Plan's Subsidiaries is a
   corporation, limited liability company or partnership
   duly organized, validly existing and in good standing
   under the laws of its jurisdiction of incorporation or
   organization, has the corporate, company or partnership
   power and authority to own its properties and to carry on
   its business as it is now being conducted, and is duly
   qualified to do business and is in good standing in each
   jurisdiction where the ownership of its property or the
   conduct of its business requires such qualification,
   except for jurisdictions where such failure to be so
   qualified or to be in good standing would not have a New
   Plan Material Adverse Effect.  Except as set forth in
   Schedule 5.1 of the New Plan Disclosure Letter, or as
   disclosed in the New Plan Reports filed prior to the date
   hereof, neither New Plan nor any of its Subsidiaries is
   in violation of any order of any court, governmental

                              12
   authority or arbitration board or tribunal, or any law,
   ordinance, governmental rule or regulation to which New
   Plan or any of its Subsidiaries or any of their
   respective properties or assets is subject, where such
   violation would have a New Plan Material Adverse Effect. 
   To the knowledge of the executive officers of New Plan,
   New Plan and its Subsidiaries have obtained all licenses,
   permits and other authorizations and have taken all
   actions required by applicable law or governmental
   regulations in connection with their business as now
   conducted, where the failure to obtain any such item or
   to take any such action would have a New Plan Material
   Adverse Effect.  True and correct copies of New Plan's
   Declaration of Trust and its Subsidiaries' charter and
   bylaws, and partnership and joint venture agreements have
   been previously delivered or made available to Excel.

         5.2.  Authorization, Validity, and Effect of
   Agreements.  New Plan has the requisite power and
   authority to execute and deliver this Agreement and,
   subject to the Trust Amendments and the vote of holders
   of New Plan Common Shares described herein, to consummate
   the transactions contemplated hereby.  The Board of
   Trustees of New Plan has unanimously approved the Trust
   Amendments, this Agreement, the Merger, and the
   transactions contemplated by this Agreement and declared
   such transactions advisable and in the best interests of
   the holders of New Plan Common Shares and has resolved to
   recommend that the holders of New Plan Common Shares
   adopt and approve the Trust Amendments, this Agreement,
   the Merger and the transactions contemplated by this
   Agreement at the New Plan Shareholders Meeting.  Subject
   only to the approval of this Agreement and the
   transactions contemplated hereby (including the Trust
   Amendments) by the New Plan Required Vote (as herein
   defined), the consummation by New Plan of the
   transactions contemplated hereby has been duly authorized
   by all requisite action on the part of New Plan.  This
   Agreement has been duly executed and delivered by New
   Plan and constitutes the valid and legally binding
   obligation of New Plan, enforceable against New Plan in
   accordance with its terms, subject to applicable
   bankruptcy, insolvency, moratorium or other similar laws
   relating to creditors' rights and general principles of
   equity.  The affirmative vote of the holders of not less
   than 66 2/3% of the issued and outstanding New Plan
   Common Shares is necessary to approve the Trust
   Amendments and the Merger (the "New Plan Required Vote"). 
   No other vote of the holder of any capital stock of New
   Plan is required in connection with the Merger or Trust
   Amendments.

         5.3.  Capitalization.  The authorized
   capitalization of New Plan consists of an unlimited
   number of New Plan Common Shares and 1,000,000 preferred
   shares, par value $1.00 per share.  As of May 13, 1998,

                              13
   there were 59,658,752 New Plan Common Shares issued and
   outstanding and 150,000 New Plan Preferred Shares issued
   and outstanding.  New Plan has no outstanding bonds,
   debentures, notes or other obligations the holders of
   which have the right to vote (or which are convertible
   into or exercisable for securities having the right to
   vote) with the holders of New Plan Common Shares on any
   matter.  All such issued and outstanding New Plan Common
   Shares and New Plan Preferred Shares are duly authorized,
   validly issued, fully paid and nonassessable, except as
   described in the section entitled "Summary of Declaration
   of Trust -- Shareholders' Liability to Third Persons and
   Indemnification by Trust" in an exhibit to New Plan's
   Form 8-A dated May 30, 1986, and are free of preemptive
   or similar rights.  Other than the New Plan Options and
   New Plan Rights, there are not at the date of this
   Agreement any existing options, warrants, calls,
   subscriptions, convertible securities, or other rights,
   agreements or commitments which obligate New Plan or any
   of its Subsidiaries to issue, transfer or sell any shares
   of beneficial interest or capital stock of New Plan or
   any of its Subsidiaries.  After the Effective Time, the
   Surviving Trust will have no obligation to issue,
   transfer or sell any shares of beneficial interest,
   capital stock or other equity interest of New Plan or the
   Surviving Trust pursuant to any New Plan Benefit Plan (as
   defined in Section 5.14).  Except as set forth in
   Schedule 5.3 of the New Plan Disclosure Letter, there are
   no agreements or understandings to which New Plan is a
   party with respect to the voting of any New Plan Common
   Shares or which restrict the transfer of any such shares,
   nor does New Plan have knowledge of any such agreements
   or understandings with respect to the voting of any such
   shares or which restrict the transfer of any such shares
   other than those set forth in New Plan's Declaration of
   Trust with respect to the maintenance of New Plan as a
   real estate investment trust ("REIT") and the share
   ownership-limit set forth therein.  Other than with
   respect to New Plan Options and New Plan Rights, there
   are no outstanding contractual obligations of New Plan to
   repurchase, redeem or otherwise acquire any New Plan
   Common Shares or any other securities of New Plan. 
   Except as set forth in Schedule 5.3 of the New Plan
   Disclosure Letter, New Plan is not under any obligation,
   contingent or otherwise, by reason of any agreement to
   register any of its securities under the Securities Act.

         5.4.  Subsidiaries.  Each Subsidiary of New Plan is
   set forth in Schedule 5.4 of the New Plan Disclosure
   Letter.  Except as set forth in Schedule 5.4 of the New
   Plan Disclosure Letter or as set forth in the New Plan
   Reports filed prior to the date hereof, as of the date
   hereof New Plan owns directly or indirectly each of the
   outstanding shares of capital stock or all of the
   partnership or other equity interests of each of New
   Plan's Subsidiaries.  Each of the outstanding shares of

                              14
   capital stock of or other equity interests in each of New
   Plan's Subsidiaries is duly authorized, validly issued,
   fully paid and nonassessable, and is owned, directly or
   indirectly, by New Plan free and clear of all liens,
   pledges, security interests, claims or other encumbrances
   other than liens imposed by local law which are not
   material.  The following information for each Subsidiary
   of New Plan is set forth in the New Plan Disclosure
   Letter, if applicable:  (i) its name and jurisdiction of
   incorporation or organization; (ii) its authorized
   capital stock or share capital (including options,
   rights, convertible securities and the like); and (iii)
   the primary and fully diluted percentage ownership of New
   Plan (directly or indirectly) in each Subsidiary.

         5.5.  Other Interests.  Except for interests in the
   Subsidiaries of New Plan and as otherwise set forth in
   the New Plan Disclosure Letter or the New Plan Reports
   filed prior to the date hereof, neither New Plan nor any
   of its Subsidiaries owns directly or indirectly any
   interest or investment (whether equity or debt) in any
   corporation, partnership, joint venture, business, trust
   or entity (other than investment securities held for sale
   and cash equivalents).

         5.6.  No Violation.  Except as set forth in
   Schedule 5.6 of the New Plan Disclosure Letter, neither
   the execution and delivery by New Plan of this Agreement
   nor the consummation by New Plan of the transactions
   contemplated hereby in accordance with the terms hereof,
   will (i) conflict with or result in a breach of any
   provisions of the Declaration of Trust of New Plan,
   subject to approval of the Trust Amendments and the
   Merger at the New Plan Shareholders Meeting, (ii) result
   in a breach or violation of, a default under, or the
   triggering of any payment or other material obligations
   pursuant to, or accelerate vesting under, any of the New
   Plan Employee Stock Plans, or any grant or award made
   under any of the foregoing, (iii) violate, or conflict
   with, or result in a breach of any provision of, or
   constitute a default (or an event which, with notice or
   lapse of time or both, would constitute a default) under,
   or result in the termination or in a right of termination
   or cancellation of, or accelerate the performance
   required by, or result in the creation of any lien,
   security interest, charge or encumbrance upon any of the
   properties of New Plan or its Subsidiaries under, or
   result in being declared void, voidable or without
   further binding effect, any of the terms, conditions or
   provisions of any note, bond, mortgage, indenture, deed
   of trust or any license, franchise, permit, lease,
   contract, agreement or other instrument, commitment or
   obligation to which New Plan or any of its Subsidiaries
   is a party, or by which New Plan or any of its
   Subsidiaries or any of their properties is bound or
   affected, except for any of the foregoing matters which,

                              15
   individually or in the aggregate, would not have a New
   Plan Material Adverse Effect, or (iv) require any
   consent, approval or authorization of, or declaration,
   filing or registration with, any governmental or
   regulatory authority, other than the filings provided for
   in Article 1, any filings required by the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"),
   the Securities Act or applicable state securities and
   "Blue Sky" laws (collectively, the "Regulatory Filings")
   and filings with the NYSE, except where the failure to
   obtain any such consent, approval or authorization of, or
   declaration, filing or registration with, any
   governmental or regulatory authority would not prevent or
   materially delay the consummation of the transactions
   contemplated by this Agreement or otherwise prevent New
   Plan from performing, or materially impair New Plan's
   ability to perform, its obligations under this Agreement
   or have a New Plan Material Adverse Effect.  Clause (iii)
   of this Section 5.6 shall not apply to any note, bond,
   mortgage, indenture or deed of trust or similar
   instrument where the current principal amount or
   principal amount secured does not exceed $20,000,000.

         5.7.  SEC Documents.  New Plan has timely filed all
   required forms, reports and documents with the Securities
   and Exchange Commission (the "SEC") since August 1, 1995
   (collectively, the "New Plan Reports").  As of their
   respective dates, the New Plan Reports (i) complied as to
   form in all material respects with the applicable
   requirements of the Securities Act, the Exchange Act and
   the rules and regulations promulgated thereunder (the
   "Securities Laws") and (ii) did not contain any untrue
   statement of a material fact or omit to state a material
   fact required to be stated therein or necessary to make
   the statements made therein, in the light of the
   circumstances under which they were made, not misleading. 
   Each of the consolidated balance sheets of New Plan
   included in or incorporated by reference into the New
   Plan Reports (including the related notes and schedules)
   fairly presents in all material respects the consolidated
   financial position of New Plan and its Subsidiaries as of
   its date and each of the consolidated statements of
   income, retained earnings and cash flows of New Plan
   included in or incorporated by reference into the New
   Plan Reports (including any related notes and schedules)
   fairly presents in all material respects the results of
   operations, retained earnings or cash flows, as the case
   may be, of New Plan and its Subsidiaries for the periods
   set forth therein (subject, in the case of unaudited
   statements, to normal, year-end audit adjustments which
   would not be material in amount or effect), in each case
   in accordance with generally accepted accounting
   principles consistently applied during the periods
   involved, except as may be noted therein or in the notes
   thereto and except, in the case of the unaudited
   statements, as permitted by Form 10-Q of the SEC.

                              16
         5.8.  Litigation.  There are (i) no continuing
   orders, injunctions or decrees of any court, arbitrator
   or governmental authority to which New Plan or any of its
   Subsidiaries is a party or by which any of its properties
   or assets are bound or, to the knowledge of New Plan, to
   which any of its directors, officers, employees or agents
   acting in such capacity, is a party and (ii) no actions,
   suits or proceedings pending against New Plan or any of
   its Subsidiaries or, to the knowledge of New Plan,
   against any of its directors, officers, employees or
   agents acting in such capacity or, to the knowledge of
   New Plan, threatened in writing against New Plan or any
   of its Subsidiaries or against any of its directors,
   officers, employees or agents acting in such capacity, at
   law or in equity, or before or by any federal or state
   commission, board, bureau, agency or instrumentality,
   that in the case of clause (i) or (ii) above are
   reasonably likely, individually or in the aggregate, to
   have a New Plan Material Adverse Effect.

         5.9.  Absence of Certain Changes.  Except as
   disclosed in the New Plan Reports filed with the SEC
   prior to the date hereof or in Schedule 5.9 of the New
   Plan Disclosure Letter, since January 31, 1998, New Plan
   and its Subsidiaries have conducted their business only
   in the ordinary course of such business (which, for
   purposes of this section only, shall include all
   acquisitions of real estate properties and financing
   arrangements made in connection therewith) and there has
   not been (i) any event, circumstance or occurrence which
   has had or could reasonably be expected to have a New
   Plan Material Adverse Effect, other than any such change
   that results from a decline or deterioration in general
   economic conditions in the real estate markets in which
   either New Plan or Excel operates and that affects both
   New Plan and Excel in a substantially similar manner,
   (ii) as of the date hereof and other than the New Plan
   Rights, any declaration, setting aside or payment of any
   dividend or other distribution with respect to the New
   Plan Common Shares or New Plan Preferred Shares, or (iii)
   any material change in New Plan's accounting principles,
   practices or methods.

         5.10. Taxes.

               (a)   Except as set forth in Schedule 5.10 of
   the New Plan Disclosure Letter and except as has not
   resulted and would not result in a New Plan Material
   Adverse Effect:  New Plan and each of its Subsidiaries
   (i) has timely filed all Returns required to be filed by
   any of them for tax years ended prior to the date of this
   Agreement or requests for extensions have been timely
   filed and any such request has been granted and has not
   expired and all such Returns are correct and complete in
   all material respects and (ii) has paid or caused to be
   paid or adequately accrued or reserved for all Taxes

                              17
   shown to be due and payable on such returns or which have
   become due and payable pursuant to any assessment,
   deficiency notice, 30-day letter or other notice received
   by it and (iii) has paid all Taxes required to be paid
   and (iv) has complied with all applicable laws relating
   to withholding Taxes.  New Plan has not received notice
   of any audit (not since closed) of any Return filed by
   New Plan with respect to any tax year ending after
   December 31, 1995, and New Plan has not been notified by
   the Internal Revenue Service ("IRS") or any State taxing
   authority that any such audit is contemplated or pending. 
   Neither New Plan nor any of its Subsidiaries has executed
   or filed with the IRS or any other taxing authority any
   agreement now in effect extending the period for
   assessment or collection of any income or other Taxes. 
   Neither New Plan nor any of its Subsidiaries is a party
   to any pending audit, action or proceeding by any
   governmental authority for assessment or collection of
   Taxes, and no claim for assessment or collection of Taxes
   has been asserted against it.  True, correct and complete
   copies of all Returns filed by New Plan and each of its
   Subsidiaries since December 31, 1995, and all material
   communications relating thereto have been made available
   for inspection to representatives of Excel.  Since
   December 31, 1997, New Plan has incurred no liability for
   Taxes under Sections 857(b) (other than 857(b)(1) or
   (3)), 860(c) or 4981 of the Code, including without
   limitation, any Tax arising from a prohibited transaction
   described in Section 857(b)(6) of the Code, and neither
   New Plan nor any New Plan Subsidiary has incurred any
   liability for Taxes other than in the ordinary course of
   business.  There are no Tax liens upon the assets of New
   Plan or any of the New Plan Subsidiaries except liens for
   Taxes not yet due.  Except as between affiliates of New
   Plan, neither New Plan nor any New Plan Subsidiary is a
   party to any agreement relating to a sharing or
   allocation of Taxes, or has any liability for Taxes of
   any person other than New Plan and the New Plan
   Subsidiaries under Treas. Reg. Section 1.1502-6 (or
   similar provision of state, local or foreign law), by
   contract or otherwise, is a party to any agreement,
   contract, or arrangement that could result in the payment
   of any "excess parachute payments" under Section 280G of
   the Code or any amount that would be non-deductible under
   Section 162(m) of the Code.  As used in this Agreement,
   "Taxes" shall include all federal, state, local and
   foreign income, property, sales, franchise, employment,
   excise and other taxes, tariffs or governmental charges
   of any nature whatsoever, together with penalties,
   interest or additions to Tax with respect thereto.  The
   term "Returns" means all returns, declarations, reports,
   statements, and other documents required to be filed in
   respect of Taxes, and the term "Return" means any one of
   the foregoing Returns.



                             18
               (b)   New Plan (i) has elected to be taxed as
   a REIT commencing July 31, 1972, (ii) has been subject to
   taxation as a REIT within the meaning of Section 856 of
   the Code and has satisfied all requirements to qualify as
   a REIT for all taxable years commencing July 31, 1993
   through its taxable year ended July 31, 1997, (iii) has
   operated since July 31, 1997 to the date of this
   representation, and intends to continue to operate, in
   such a manner so as to qualify as a REIT for its taxable
   year ending on the Closing Date, and (iv) has not taken
   or omitted to take any action which would reasonably be
   expected to result in a challenge to its status as a
   REIT, and to the knowledge of the executive officers of
   New Plan, no such challenge is pending or threatened. New
   Plan represents that each of its corporate Subsidiaries
   is, and at all times since its affiliation with New Plan
   has qualified as, a qualified REIT subsidiary as defined
   in Section 856(i) of the Code, and that each partnership,
   limited liability company, joint venture or other legal
   entity (other than a corporation) in which New Plan
   (either directly or indirectly) owns any of the capital
   stock or other equity interests thereof has been treated
   since its formation and continues to be treated for
   federal income tax purposes as a partnership or
   disregarded as an entity separate from its owner and not
   as an association taxable as a corporation.  None of New
   Plan or the New Plan Subsidiaries has a net unrealized
   built-in gain within the meaning of Section 1374(d)(1) of
   the Code that would be subject to an election under IRS
   Notice 88-19 or has any earnings and profits accumulated
   in any non-REIT year within the meaning of Section 857 of
   the Code, in each case to the extent the foregoing would
   result in a New Plan Material Adverse Effect.

               (c)   New Plan has not agreed to and is not
   required to make any adjustment under Section 481(a) of
   the Code.

               (d)   New Plan has not, with regard to any
   assets or property held or acquired by it, filed a
   consent to the application of Section 341(f) of the Code
   or agreed to have Section 341(f)(2) of the Code apply to
   any disposition of a subsection (f) asset (as such term
   is defined in Section 341(f)(4) of the Code) owned by New
   Plan.

               (e)   New Plan is not a "foreign person" as
   such term is defined in Section 1445(f) of the Code.

         5.11. Books and Records.

               (a)   The books of account and other
   financial records of New Plan and its Subsidiaries are in
   all material respects true, complete and correct, have
   been maintained in accordance with good business
   practices, and are accurately reflected in all material

                              19
   respects in the financial statements included in the New
   Plan Reports.

               (b)   The minute books and other records of
   New Plan and its Subsidiaries for the period since
   December 31, 1987 have been made available to Excel,
   contain in all material respects accurate records of all
   meetings and accurately reflect in all material respects
   all other trust, corporate or partnership action of the
   shareholders, trustees, partners, members and directors
   and any committees of the Board of Trustees of New Plan
   and its Subsidiaries.

         5.12. Properties.  New Plan and its Subsidiaries
   own fee simple title to, or hold ground leases in, each
   of the real properties identified in Schedule 5.12 of the
   New Plan Disclosure Letter (the "New Plan Properties"),
   which are all of the real estate properties owned or
   leased by them.  The New Plan Properties are not subject
   to any rights of way, written agreements (other than
   leases), laws, ordinances and regulations affecting
   building use or occupancy, or reservations of an interest
   in title (collectively, "Property Restrictions"), except
   for (i) liens, mortgages or deeds of trust, charges which
   are liens and security interests ("Encumbrances") and
   other Property Restrictions set forth in Schedule 5.12 of
   the New Plan Disclosure Letter, (ii) Property
   Restrictions imposed or promulgated by law or any
   governmental body or authority with respect to real
   property, including zoning regulations, provided such
   Property Restrictions do not adversely affect in any
   material respect the current use of the applicable
   property, (iii) Encumbrances and other Property
   Restrictions disclosed on existing title reports or
   current surveys (in either case copies of which title
   reports and surveys have been delivered or made available
   to Excel), and (iv) mechanics', carriers', workmen's and
   repairmen's liens, and other Property Restrictions and
   limitations, if any, which individually or in the
   aggregate do not materially interfere with the present
   use of any of the New Plan Properties subject thereto or
   affected thereby, and do not otherwise materially impair
   business operations conducted there by New Plan and its
   Subsidiaries.  Valid policies of title insurance have
   been issued insuring New Plan's or any of its
   Subsidiaries' fee simple title to the New Plan Properties
   owned in fee in amounts at least equal to the purchase
   price thereof, subject only to the matters set forth
   therein or disclosed above, and such policies are, at the
   date hereof, in full force and effect and there are no
   pending claims against any such policy where the amount
   involved exceeds $50,000.  Any material certificate,
   permit or license from any governmental authority having
   jurisdiction over any of the New Plan Properties and any
   agreement, easement or other right which is necessary to
   permit the material lawful use and operation of the

                              20
   buildings and improvements on any of the New Plan
   Properties or which is necessary to permit the lawful use
   and operation in all material respects of all driveways,
   roads and other means of egress and ingress, which New
   Plan has rights to, to and from any of the New Plan
   Properties which are currently occupied and are material
   to the operation of the property has been obtained and is
   in full force and effect.  New Plan is not in receipt of
   any written notice of any violation of any material
   federal, state or municipal law, ordinance, order,
   regulation or requirement affecting any portion of any of
   the New Plan Properties issued by any governmental
   authority other than such violations which would not
   reasonably be expected to have a New Plan Material
   Adverse Effect.  To the knowledge of New Plan, (A) there
   are no material structural defects relating to the New
   Plan Properties, (B) there are no New Plan Properties
   whose building systems are not in working order in any
   material respect (except for normal maintenance and
   operating systems failures which in any event are the
   subject of adequate pending repair procedures), (C) there
   is no physical damage to any New Plan Property in excess
   of $250,000 for which there is no insurance in effect
   covering the cost of the restoration as of the date
   hereof, or (D) no current renovation or restoration to
   any New Plan Property is underway or for which contracts
   have been entered into the cost of which exceeds
   $250,000, except in each case, as set forth in Schedule
   5.12 of the New Plan Disclosure Letter.  Neither New Plan
   nor any of its Subsidiaries has received any written
   notice to the effect that (x) any condemnation or
   material rezoning proceedings are pending or threatened
   with respect to any of the New Plan Properties where the
   fair market value of the object of such proceeding
   exceeds $250,000 or (y) any zoning, building or similar
   law, code, ordinance, order or regulation is or will be
   violated in any material respect by New Plan or its
   Subsidiaries by the continued maintenance, operation or
   use of any buildings or other improvements on any of the
   New Plan Properties as currently maintained, used or
   operated by New Plan or its Subsidiaries or by the
   continued maintenance, operation or use of the parking
   areas as currently maintained, used or operated by New
   Plan or its Subsidiaries which is not insured over and
   where the remedying of such violations would materially
   and adversely affect the relevant New Plan Property.  All
   work to be performed, payments to be made and actions to
   be taken by New Plan or its Subsidiaries prior to the
   date hereof pursuant to any agreement entered into with a
   governmental body or authority in connection with a site
   approval, zoning reclassification or other similar action
   relating to the New Plan Properties (e.g., Local
   Improvement District, Road Improvement District,
   Environmental Mitigation) has been performed, paid or
   taken, as the case may be, in all material respects, and
   New Plan is not aware of any planned or proposed work,

                              21
   payments or actions that may be required after the date
   hereof pursuant to such agreements.  New Plan owns less
   than $15,000,000 of nonexempt assets under Section 802.4
   of the rules and regulations promulgated under the Hart-
   Scott-Rodino Antitrust Improvements Act.

         5.13. Environmental Matters.  Except as set forth
   in the New Plan Reports or in Schedule 5.13 of the New
   Plan Disclosure Letter and any environmental assessment
   or report listed therein to the actual knowledge of the
   executive officers of New Plan:  none of New Plan, any of
   its Subsidiaries or any other person has caused or
   permitted (a) the unlawful presence of any hazardous
   substances, hazardous materials, toxic substances or
   waste materials (collectively, "Hazardous Materials") on
   any of the New Plan Properties, or (b) any unlawful
   spills, releases, discharges or disposal of Hazardous
   Materials to have occurred or be presently occurring on
   or from the New Plan Properties, which presence or
   occurrence would, individually or in the aggregate, have
   a New Plan Material Adverse Effect; New Plan and its
   Subsidiaries have not failed to comply with all
   applicable local, state and federal environmental laws,
   regulations, ordinances and administrative and judicial
   orders relating to the generation, recycling, reuse,
   sale, storage, handling, transport and disposal of any
   Hazardous Materials or environmental matters or
   contamination ("Environmental Laws"), except where the
   failure to so comply would not reasonably be expected to
   have a New Plan Material Adverse Effect; and New Plan,
   its assets and businesses and all operations related
   thereto are now in compliance with all Environmental Laws
   and not subject to any liability, or, with respect to any
   required remediation, corrective action or prophylactic
   or other like action, obligation under any Environmental
   Law, except where the failure to comply with any such
   Environmental Law would not have a New Plan Material
   Adverse Effect.

         5.14. Employee Benefit Plans.  All employee
   benefits plans and other benefit programs, policies and
   arrangements covering employees of New Plan and the New
   Plan Subsidiaries (the "New Plan Benefit Plans") are
   listed in Schedule 5.14 of the New Plan Disclosure
   Letter.  True and complete copies of the New Plan Benefit
   Plans have been made available to Excel.  To the extent
   applicable, the New Plan Benefit Plans comply, in all
   material respects, with the requirements of the Employee
   Retirement Income Security Act of 1974, as amended
   ("ERISA"), and the Code, and any New Plan Benefit Plan
   intended to be qualified under Section 401(a) of the Code
   has been determined by the IRS to be so qualified.  No
   New Plan Benefit Plan or any other plan with respect to
   which New Plan or any entity under "common control" with
   New Plan within the meaning of ERISA Section 4001 has or
   had any liability is or has been covered by Title IV of

                              22
   ERISA or Section 412 of the Code.  Neither any New Plan
   Benefit Plan nor any fiduciary thereof nor New Plan has
   incurred any material liability or penalty under Section
   4975 of the Code or Section 502(i) of ERISA.  Each New
   Plan Benefit Plan has been maintained and administered in
   all material respects in compliance with its terms and
   with ERISA and the Code to the extent applicable thereto. 
   To the knowledge of the executive officers of New Plan,
   there are no pending or anticipated claims against or
   otherwise involving any of the New Plan Benefit Plans and
   no suit, action or other litigation (excluding claims for
   benefits incurred in the ordinary course of New Plan
   Benefit Plan activities) has been brought against or with
   respect to any such New Plan Benefit Plan, except for any
   of the foregoing which would not have a New Plan Material
   Adverse Effect.  All material contributions required to
   be made as of the date hereof to the New Plan Benefit
   Plans have been timely made or provided for.  Neither New
   Plan nor any entity under "common control" with New Plan
   within the meaning of ERISA Section 4001 has contributed
   to, or been required to contribute to, any "multiemployer
   plan" (as defined in Sections 3(37) and 4001(a)(3) of
   ERISA).  New Plan does not maintain or contribute to any
   plan, program, policy or arrangement which provides or
   has any liability to provide life insurance, medical or
   other employee welfare benefits or supplemental pension
   benefits to any employee or former employee upon his
   retirement or termination of employment, except as
   required under Section 4890B of the Code, and New Plan
   has never represented, promised or contracted (whether in
   oral or written form) to any employee or former employee
   that such benefits would be provided.  Except as
   disclosed in Schedule 5.14 of the New Plan Disclosure
   Letter, the execution of, and performance of the
   transactions contemplated by this Agreement will not
   (either alone or upon the occurrence of any additional
   subsequent events) constitute an event under any benefit
   plan, program, policy, arrangement or agreement or any
   trust or loan that will or may result in any payment
   (whether of severance pay or otherwise), acceleration,
   forgiveness of indebtedness, vesting, distribution,
   increase in benefits or obligations to fund benefits with
   respect to any employee, director or consultant of New
   Plan or any of its Subsidiaries.

         5.15. Labor Matters.  Except as set forth in
   Schedule 5.15 of the New Plan Disclosure Letter, neither
   New Plan nor any of its Subsidiaries is a party to, or
   bound by, any collective bargaining agreement, contract
   or other agreement with a labor union or labor union
   organization.  There is no unfair labor practice or labor
   arbitration proceeding pending or, to the knowledge of
   New Plan, threatened against New Plan or any of its
   Subsidiaries relating to their business, except for any
   such proceeding which would not have a New Plan Material
   Adverse Effect.  To the knowledge of the executive

                              23
   officers of New Plan, there are no organizational efforts
   with respect to the formation of a collective bargaining
   unit presently being made or threatened involving
   employees of New Plan or any of its Subsidiaries which
   would have a New Plan Material Adverse Effect.

         5.16. No Brokers.  New Plan has not entered into
   any contract, arrangement or understanding with any
   person or firm which may result in the obligation of New
   Plan or Excel to pay any finder's fees, brokerage or
   agent's commissions or other like payments in connection
   with the negotiations leading to this Agreement or the
   consummation of the transactions contemplated hereby,
   except that New Plan has retained Morgan Stanley & Co.
   ("Morgan Stanley") to serve as its financial advisor
   pursuant to an engagement letter, a true and correct copy
   of which has been delivered to Excel prior to the date
   hereof,  and retained Merrill Lynch, Pierce, Fenner &
   Smith Incorporated ("Merrill Lynch") to render a fairness
   opinion pursuant to an engagement letter dated May 12,
   1998.  Other than the foregoing arrangements, New Plan is
   not aware of any claim for payment of any finder's fees,
   brokerage or agent's commissions or other like payments
   in connection with the negotiations by New Plan leading
   to this Agreement or the consummation of the transactions
   contemplated hereby.

         5.17. Opinion of Financial Advisor.  New Plan has
   received the opinion of Merrill Lynch to the effect that,
   as of the date hereof, the Exchange Ratio is fair from a
   financial point of view to the holders of New Plan Common
   Shares.

         5.18. Excel Stock Ownership.  Neither New Plan nor
   any of its Subsidiaries owns any shares of Excel Common
   Stock or other securities convertible into any shares of
   Excel Common Stock; and New Plan is not an "interested
   stockholder" of Excel or an "affiliate of an interested
   stockholder" of Excel, within the meaning of Section 3-
   602 of the MGCL.

         5.19. Related Party Transactions.  Schedule 5.19 of
   the New Plan Disclosure Letter describes each: (i)
   business relationship (excluding employee compensation
   and other ordinary incidents of employment) existing on
   the date of this Agreement between (x) New Plan, and (y)
   any present or former officer, director or Affiliate (as
   herein defined) of New Plan, any present or former known
   spouse, ancestor or descendant of any of the
   aforementioned persons, any trust or other similar entity
   for the benefit of any of the foregoing persons or any
   entity which is an Affiliate of the foregoing persons
   (all such persons, trusts and entities encompassed by
   this clause (y) being sometimes collectively referred to
   herein as the "Related Parties" and individually as a
   "Related Party"); (ii) transaction occurring between

                              24
   January 1, 1997 and the date of this Agreement between
   New Plan and any Related Party of New Plan; and (iii)
   amount owing by or to any of the Related Parties of New
   Plan, respectively, to or from New Plan as of the date of
   this Agreement.  No property or interest in any property
   which relates to and is or will be necessary or useful in
   the present or currently contemplated future operation of
   New Plan, is presently owned by or leased by or to any
   Related Party of New Plan.

         5.20. Contracts and Commitments.  The New Plan
   Disclosure Letter or the New Plan Reports filed prior to
   the date hereof sets forth, as of the date hereof, (i)
   all notes, debentures, bonds and other evidence of
   indebtedness which are secured or collateralized by
   mortgages, deeds of trust or other security interests in
   the New Plan Properties or personal property of New Plan
   and its Subsidiaries, (ii) each joint venture or
   partnership agreement involving New Plan or any New Plan
   Subsidiary, and (iii) each other material undischarged
   commitment entered into by New Plan or any of its
   Subsidiaries (excluding tenant allowances, reimbursements
   and leases entered into in the ordinary course) where the
   obligation of New Plan or any New Plan Subsidiary exceeds
   $1,000,000 (excluding acquisitions described in the last
   sentence of this Section 5.20).  True and correct copies
   of the foregoing have been previously delivered or made
   available to Excel.  To the knowledge of New Plan, (i) 
   each of the contracts described in the preceding sentence
   is in full force and effect and (ii) neither New Plan nor
   any New Plan Subsidiary or any other party thereto is in
   default thereof except where such default would not have
   a New Plan Material Adverse Effect. Schedule 5.20 of the
   New Plan Disclosure Letter includes a summary of the
   material terms of each acquisition of a business or real
   property which is the subject of a binding agreement or
   letter of intent, memorandum of understanding or similar
   agreement which has not been consummated (the "Pending
   New Plan Transactions"). 

         5.21. Leases.

               (a)   Schedule 5.21 of the New Plan
   Disclosure Letter sets forth a list of all New Plan
   Properties that are subject to or encumbered by any non-
   residential lease accounting for 1% or more of New Plan's
   rental revenues for the most recent period reflected in
   the financial statements included in the New Plan Reports
   (a "Material New Plan Lease") and, with respect to each
   such Material New Plan Lease, sets forth the following
   information:

                     (i)   the name of the lessee;

                     (ii)  the expiration date of the lease;


                              25
                     (iii) the amount (or method of
         determining the amount) of monthly rentals due
         under the lease; and

                     (iv)  with respect to any Material New
         Plan Lease with a remaining term of less than 24
         months, whether the lessee has notified New Plan in
         writing of any intention not to renew, or seek to
         renew, the lease.

               (b)   Except as set forth in Schedule 5.21 of
   the New Plan Disclosure Letter, (i) all rental payments
   due under each Material New Plan Lease have been paid
   during the period January 1, 1998 through March 31, 1998,
   and (ii) to New Plan's knowledge, no lessee is in
   material default, and no condition or event exists which
   with the giving of notice or the passage of time, or
   both, would constitute a material default by any lessee,
   under any Material New Plan Lease.

         5.22. Investment Company Act of 1940.  Neither New
   Plan nor any of its Subsidiaries is, or at the Effective
   Time will be, required to be registered under the
   Investment Company Act of 1940, as amended.

         5.23. Certain Payments Resulting From Transactions. 
   Except as set forth in Schedule 5.23 of the New Plan
   Disclosure Letter, the execution of, and performance of
   the transactions contemplated by, this Agreement will not
   (either alone or upon the occurrence of any additional or
   subsequent events) (i) constitute an event under any New
   Plan Benefit Plan, policy, practice, agreement or other
   arrangement or any trust or loan (the "Employee
   Arrangements") that will or may result in any payment
   (whether of severance pay or otherwise), acceleration,
   forgiveness of indebtedness, vesting, distribution,
   increase in benefits or obligation to fund benefits with
   respect to any employee, director or consultant of New
   Plan or any of its Subsidiaries or (ii) result in the
   triggering or imposition of any restrictions or
   limitations on the right of New Plan or its Subsidiaries
   to amend or terminate any Employee Arrangement and
   receive the full amount of any excess assets remaining or
   resulting from such amendment or termination, subject to
   applicable taxes. Except as set forth in Schedule 5.23 of
   the New Plan Disclosure Letter, no payment or benefit
   which will be required to be made pursuant to the terms
   of any agreement, commitment or New Plan Benefit Plan, as
   a result of the transactions contemplated by this
   Agreement, to any officer, director or employee of New
   Plan or any of its Subsidiaries, will be characterized as
   an "excess parachute payment" within the meaning of
   Section 280G(b)(1) of the Code.

         5.24. State Takeover Statutes.  To the knowledge of
   New Plan, New Plan has taken all action necessary to

                              26
   exempt the transactions contemplated by this Agreement
   from the operation of any applicable "fair price,"
   "moratorium," "control share acquisition" or any other
   applicable anti-takeover statute or similar statute
   enacted under the state or federal laws of the United
   States or similar statute or regulation.  The Board of
   Trustees of New Plan has adopted a resolution as follows: 
   "The transactions contemplated by the Merger Agreement
   are hereby authorized and approved with the intent that
   no state takeover law shall be applicable to the Merger,
   the Merger Agreement or the transactions contemplated
   thereby."

                          ARTICLE 6.
            REPRESENTATIONS AND WARRANTIES OF EXCEL

         Except as set forth in the disclosure letter
   delivered at or prior to the execution hereof to New Plan
   (the "Excel Disclosure Letter") or as set forth in the
   Excel Reports (as defined below) filed prior to the date
   of this Agreement (it being understood and agreed that
   disclosure set forth in the Excel Disclosure Letter and
   such Excel Reports shall be deemed applicable to each
   particular representation and warranty of Excel herein
   contained to the extent it is reasonably evident on the
   face of such disclosure that such disclosure applies to
   such representation and warranty), Excel represents and
   warrants to New Plan as follows:

         6.1.  Existence; Good Standing; Authority;
   Compliance With Law.  Excel is a corporation duly
   incorporated, validly existing and in good standing under
   the laws of the State of Maryland. Excel is duly licensed
   or qualified to do business as a foreign corporation and
   is in good standing under the laws of any other state of
   the United States in which the character of the
   properties owned or leased by it therein or in which the
   transaction of its business therein makes such licensing
   or qualification necessary, except where the failure to
   be so licensed or qualified or in good standing would not
   have an Excel Material Adverse Effect (as herein
   defined).  For purposes of this Agreement, an "Excel
   Material Adverse Effect" shall mean a material adverse
   effect on the business, assets, results of operations or
   condition (financial or otherwise) of Excel and its
   Subsidiaries taken as a whole (or any matter which is
   reasonably likely to have such an effect).  Each of Excel
   and Excel's Subsidiaries has all requisite corporate
   power and authority to own, operate, lease and encumber
   its properties and carry on its business as it is now
   being conducted. Each of Excel's Subsidiaries is a
   corporation, limited liability company or partnership
   duly organized, validly existing and in good standing
   under the laws of its jurisdiction of incorporation or
   organization, has the corporate, company or partnership
   power and authority to own its properties and to carry on

                              27
   its business as it is now being conducted, and is duly
   qualified to do business and is in good standing in each
   jurisdiction where the ownership of its property or the
   conduct of its business requires such qualification,
   except for jurisdictions where such failure to be so
   qualified or to be in good standing would not have an
   Excel Material Adverse Effect. Neither Excel nor any or
   its Subsidiaries is in violation of any order of any
   court, governmental authority or arbitration board or
   tribunal, or any law, ordinance, governmental rule or
   regulation to which Excel or any of its Subsidiaries or
   any of their respective properties or assets is subject,
   where such violation would have an Excel Material Adverse
   Effect.  To the knowledge of the executive officers of
   Excel, Excel and its Subsidiaries have obtained all
   licenses, permits and other authorizations and have taken
   all actions required by applicable law or governmental
   regulations in connection with their business as now
   conducted, where the failure to obtain any such item or
   to take any such action would have an Excel Material
   Adverse Effect. True and correct copies of Excel's and
   its Subsidiaries' charter and bylaws and partnership and
   joint venture agreements have been previously delivered
   or made available to New Plan.

         6.2.  Authorization, Validity and Effect of
   Agreements.  Excel has the requisite corporate power and
   authority to execute and deliver this Agreement and,
   subject to the vote of the holders of Excel Common Stock
   described herein, to consummate the transactions
   contemplated hereby. The Board of Directors of Excel has
   unanimously approved and declared as advisable and in the
   best interests of the stockholders of Excel this
   Agreement, the Merger, and the transactions contemplated
   by this Agreement, including the Excel Charter Amendments
   and the issuance ("Share Issuance" and together with the
   Excel Charter Amendments, the "Excel Stockholder
   Matters") of shares of Excel Common Stock in accordance
   with the Merger and has resolved to recommend that the
   holders of Excel Common Stock approve the Excel
   Stockholder Matters at the Excel Stockholders Meeting. 
   Subject only to the approval of this Agreement and the
   transactions contemplated hereby by the Excel Required
   Vote (as herein defined), the consummation by Excel of
   the transactions contemplated hereby has been duly
   authorized by all requisite corporate action on the part
   of Excel.  This Agreement has been duly executed and
   delivered by Excel and constitutes the valid and legally
   binding obligation of Excel, enforceable against Excel in
   accordance with its terms, subject to applicable
   bankruptcy, insolvency, moratorium or other similar laws
   relating to creditors' rights and general principles of
   equity.  The affirmative vote of the holders of a
   majority of the shares of Excel Common Stock issued and
   outstanding is required to approve the Excel Charter
   Amendment, and the affirmative vote of the holders of a

                              28
   majority of the shares of Excel Common Stock cast at the
   Excel Stockholders Meeting is required to approve the
   Share Issuance; provided that the total votes cast in
   respect of the Share Issuance represents over 50% in
   interest of the Excel Common Stock entitled to vote
   thereon ("Excel Required Vote").  No other vote of the
   holders of capital stock of Excel is required in
   connection with the Excel Stockholder Matters or the
   transactions contemplated hereby. 

         6.3.  Capitalization.  The authorized capital stock
   of Excel consists of 100,000,000 shares of Excel Common
   Stock and 10,000,000 shares of preferred stock, of which
   4,600,000 shares have been designated Excel Series A
   Preferred Stock, 630,000 shares have been designated
   Excel Series B Preferred Stock, each par value $.01 per
   share (collectively, the "Excel Preferred Stock") and
   100,000 shares have been designated as Series C Junior
   Participating Preferred Stock, par value $.01 per share
   ("Excel Series C Preferred Stock").  As of the date
   hereof, there were 23,428,633 shares of Excel Common
   Stock, 2,126,380 shares of Excel Series A Preferred Stock
   and 630,000 shares of Excel Series B Preferred Stock
   (6,300,000 Depositary Shares, each representing one-tenth
   of a share of Excel Series B Preferred Stock) issued and
   outstanding, 100,000 shares of Excel Series C Preferred
   Stock reserved for issuance upon exercise of the Excel
   Rights and no shares of Excel Common Stock are held in
   treasury.  Excel has no outstanding bonds, debentures,
   notes or other obligations the holders of which have the
   right to vote (or which are convertible into or
   exercisable for securities having the right to vote) with
   the stockholders of Excel on any matter. All such issued
   and outstanding shares of Excel Common Stock, Excel
   Series A Preferred Stock and Excel Series B Preferred
   Stock are duly authorized, validly issued, fully paid and
   nonassessable, and are free of preemptive rights.  Other
   than the Excel Rights, there are not at the date of this
   Agreement any existing options, warrants, calls,
   subscriptions, convertible securities, or other rights,
   agreements or commitments which obligate Excel or any of
   its Subsidiaries to issue, transfer or sell any shares of
   stock or other equity interest of Excel or any of its
   Subsidiaries, and other than the issuance after the date
   hereof by Excel of Excel Common Stock, consistent with
   prior practice, upon the exercise of stock options issued
   to employees and directors prior to the date hereof, the
   conversion of shares of Excel Series A Preferred Stock
   outstanding on the date hereof, the exercise of warrants
   outstanding on the date hereof and the exchange of
   outstanding units of Excel Realty Partners, L.P. and EH
   Properties L.P. (the "Down REITs") outstanding on the
   date hereof.  As of the date hereof and taking into
   account the Excel Stock Dividend and the distribution of
   shares of common stock, par value $.01 per share, of
   Excel Legacy Corporation ("Legacy") on March 31, 1998,

                              29
   options to purchase an aggregate of 1,763,250 shares of
   Excel Common Stock are outstanding, of which options to
   purchase 1,681,583 are exercisable, and Down REITs' units
   exchangeable for an aggregate of 1,677,910 shares of
   Excel Common Stock are outstanding.  There are no
   agreements or understandings to which Excel is a party
   with respect to the voting of any shares of Excel Common
   Stock or which restrict the transfer of any such shares,
   nor does Excel have knowledge of any such agreements or
   understandings with respect to the voting of any such
   shares or which restrict the transfer of any such shares
   other than those set forth in Excel's Charter with
   respect to the maintenance of Excel as a REIT and the
   share ownership limit set forth therein.  Other than with
   respect to the Excel Rights, there are no outstanding
   contractual obligations of Excel to repurchase, redeem or
   otherwise acquire any shares of Excel Common Stock or any
   other securities of Excel.  Except as set forth in
   Schedule 6.3 of the Excel Disclosure Letter, Excel is not
   under any obligation, contingent or otherwise, by reason
   of any agreement to register any of its securities under
   the Securities Act.

         6.4.  Subsidiaries.  Each Subsidiary of Excel is
   identified in Schedule 6.4 of the Excel Disclosure
   Letter.  Except as set forth in Schedule 6.4 of the Excel
   Disclosure Letter or as set forth in the Excel Reports
   filed prior to the date hereof, as of the date hereof,
   Excel owns directly or indirectly each of the outstanding
   shares of capital stock or all of the partnership or
   other equity interests of each of Excel's Subsidiaries.
   Each of the outstanding shares of capital stock of or
   other equity interests in each of Excel's Subsidiaries is
   duly authorized, validly issued, fully paid and
   nonassessable, and is owned, directly or indirectly, by
   Excel free and clear of all liens, pledges, security
   interests, claims or other encumbrances other than liens
   imposed by local law which are not material. The
   following information for each Subsidiary of Excel is set
   forth in the Excel Disclosure Letter, if applicable: (i)
   its name and jurisdiction of incorporation or
   organization; (ii) its authorized capital stock or share
   capital (including options, rights, convertible
   securities and the like); and (iii) the primary and fully
   diluted percentage ownership of Excel (directly or
   indirectly) in each Subsidiary.  Sub has no assets and
   has conducted no business except in connection with its
   organization and the transactions contemplated hereby.

         6.5.  Other Interests.  Except for interests in the
   Excel Subsidiaries and as otherwise set forth in the
   Excel Disclosure Letter or the Excel Reports filed prior
   to the date hereof, neither Excel nor any of its
   Subsidiaries owns directly or indirectly any interest or
   investment (whether equity or debt) in any corporation,
   partnership, joint venture, business, trust or entity

                              30
   (other than investments in investment securities held for
   sale and cash equivalents).

         6.6.  No Violation.  Except as set forth in
   Schedule 6.6 of the Excel Disclosure Letter, neither the
   execution and delivery by Excel of this Agreement nor the
   consummation by Excel of the transactions contemplated
   hereby in accordance with the terms hereof, will (i)
   conflict with or result in a breach of any provisions of
   the Charter or Bylaws of Excel, subject to approval of
   the Excel Stockholder Matters at the Excel Stockholders
   Meeting, (ii) result in a breach or violation of, a
   default under, or the triggering of any payment or other
   material obligations pursuant to, or accelerate vesting
   under, any of Excel's stock option plans, or any grant or
   award made under any of the foregoing, (iii) violate, or
   conflict with, or result in a breach of any provision of,
   or constitute a default (or an event which, with notice
   or lapse of time or both, would constitute a default)
   under, or result in the termination or in a right of
   termination or cancellation of, or accelerate the
   performance required by, or result in the creation of any
   lien, security interest, charge or encumbrance upon any
   of the properties of Excel or its Subsidiaries under, or
   result in being declared void, voidable, or without
   further binding effect, any of the terms, conditions or
   provisions of any note, bond, mortgage, indenture, deed
   of trust or any license, franchise, permit, lease,
   contract, agreement or other instrument, commitment or
   obligation to which Excel or any of its Subsidiaries is a
   party, or by which Excel or any of its Subsidiaries or
   any of their properties is bound or affected, except for
   any of the foregoing matters which, individually or in
   the aggregate, would not have an Excel Material Adverse
   Effect, or (iv) require any consent, approval or
   authorization of, or declaration, filing or registration
   with, any governmental or regulatory authority, other
   than the Regulatory Filings and filings with the NYSE,
   except where the failure to obtain any such consent,
   approval or authorization of, or declaration, filing or
   registration with, any governmental or regulatory
   authority would not prevent or materially delay the
   consummation of the transactions contemplated by this
   Agreement or otherwise prevent Excel from performing, or
   materially impair Excel's ability to perform, its
   obligations under this Agreement or have an Excel
   Material Adverse Effect.  Clause (iii) of this Section
   6.6 shall not apply to any note, bond, mortgage,
   indenture or deed of trust or similar instrument where
   the current principal amount or principal amount secured
   does not exceed $20,000,000.

         6.7.  SEC Documents.  Except as set forth in
   Schedule 6.7 of the Excel Disclosure Letter, Excel has
   timely filed all required forms, reports and documents
   with the SEC since January 1, 1995 (collectively, the

                              31
   "Excel Reports").  As of their respective dates, the
   Excel Reports (i) complied as to form in all material
   respects with the applicable requirements of the
   Securities Laws and (ii) did not contain any untrue
   statement of a material fact or omit to state a material
   fact required to be stated therein or necessary to make
   the statements made therein, in the light of the
   circumstances under which they were made, not misleading.
   Each of the consolidated balance sheets of Excel included
   in or incorporated by reference into the Excel Reports
   (including the related notes and schedules) fairly
   presents in all material respects the consolidated
   financial position of Excel and its Subsidiaries as of
   its date and each of the consolidated statements of
   income, retained earnings and cash flows of Excel
   included in or incorporated by reference into the Excel
   Reports (including any related notes and schedules)
   fairly presents in all material respects the results of
   operations, retained earnings or cash flows, as the case
   may be, of Excel and its Subsidiaries for the periods set
   forth therein (subject, in the case of unaudited
   statements, to normal year-end audit adjustments which
   would not be material in amount or effect), in each case
   in accordance with generally accepted accounting
   principles consistently applied during the periods
   involved, except as may be noted therein or in the notes
   thereto and except, in the case of the unaudited
   statements, as permitted by Form 10-Q of the SEC.

         6.8.  Litigation.  There are (i) no continuing
   orders, injunctions or decrees of any court, arbitrator
   or governmental authority to which Excel or any of its
   Subsidiaries is a party or by which any of its properties
   or assets are bound or, to the knowledge of Excel, to
   which any of its directors, officers, employees or agents
   acting in such capacity, is a party and (ii) no actions,
   suits or proceedings pending against Excel or any of its
   Subsidiaries or, to the knowledge of Excel, against any
   of its directors, officers, employees or agents acting
   such capacity, or, to the knowledge of Excel, threatened
   in writing against Excel or any of its Subsidiaries or
   against any of its directors, officers, employees or
   agents acting in such capacity, at law or in equity, or
   before or by any federal or state commission, board,
   bureau, agency or instrumentality that in the case of
   clause (i) or (ii) above are reasonably likely,
   individually or in the aggregate, to have an Excel
   Material Adverse Effect.

         6.9.  Absence of Certain Changes.  Except as
   disclosed in the Excel Reports filed with the SEC prior
   to the date hereof or in Schedule 6.9 of the Excel
   Disclosure Letter, since December 31, 1997, Excel and its
   Subsidiaries have conducted their business only in the
   ordinary course of such business (which, for purposes of
   this section only, shall include all acquisitions of real

                              32
   estate properties and financing arrangements made in
   connection therewith) and there has not been (i) any
   event, circumstance or occurrence which has had or could
   reasonably be expected to have Excel Material Adverse
   Effect, other than any such change that results from a
   decline or deterioration in general economic conditions
   in the real estate markets in which either New Plan or
   Excel operates and that affects both New Plan and Excel
   in a substantially similar manner, (ii) as of the date
   hereof, any declaration, setting aside or payment of any
   dividend or other distribution with respect to the Excel
   Common Stock, Excel Series A Preferred Stock or Excel
   Series B Preferred Stock or (iii) any material change in
   Excel's accounting principles, practices or methods.

         6.10. Taxes.

               (a)   Except as set forth in Schedule 6.10 of
   the Excel Disclosure Letter and except as has not
   resulted and would not result in an Excel Material
   Adverse Effect:  Excel and each of its Subsidiaries (i)
   has timely filed all Returns required to be filed by any
   of them for tax years ended prior to the date of this
   Agreement or requests for extensions have been timely
   filed and any such request has been granted and has not
   expired and all such Returns are correct and complete in
   all material respects, and (ii) has paid or caused to be
   paid or adequately accrued or reserved for all Taxes
   shown to be due and payable on such Returns or which have
   become due and payable pursuant to any assessment,
   deficiency notice, 30-day letter or other notice received
   by it, and (iii) has paid all Taxes required to be paid,
   and (iv) has complied with all applicable laws relating
   to withholding Taxes.  Excel has not received notice of
   any audit of any Return filed by Excel with respect to
   any tax year ending after December 31, 1995, and Excel
   has not been notified by the IRS or any State taxing
   authority that any such audit is contemplated or pending. 
   Neither Excel nor any of its Subsidiaries has executed or
   filed with the IRS or any other taxing authority any
   agreement now in effect extending the period for
   assessment or collection of any income or other Taxes.
   Neither Excel nor any of its Subsidiaries is a party to
   any pending audit, action or proceeding by any
   governmental authority for assessment or collection of
   Taxes, and no claim for assessment or collection of Taxes
   has been asserted against it. True, correct and complete
   copies of all Returns filed by Excel and each of its
   Subsidiaries since December 31, 1995 and all material
   communications relating thereto have been made available
   for inspection to representatives of New Plan.  Since
   December 31, 1997, Excel has incurred no liability for
   Taxes under Sections 857(b), (other than 857(b)(1) or
   (3)), 860(c) or 4981 of the Code, including without
   limitation, any Tax arising from a prohibited transaction
   described in Section 857(b)(6) of the Code, and neither

                              33
   Excel nor any Excel Subsidiary has incurred any liability
   for Taxes other than in the ordinary course of business. 
   There are no tax liens upon the assets of Excel or any of
   the Excel Subsidiaries except liens for Taxes not yet
   due.  Except as between affiliates of Excel (other than
   Legacy), neither Excel nor any Excel Subsidiary is a
   party to any agreement relating to a sharing or
   allocation of Taxes, or has any liability for Taxes of
   any person other than Excel and the Excel Subsidiaries
   under Treas. Reg. Section 1.1502-6 (or similar provision
   of state, local or foreign law), by contract or
   otherwise, is a party to any agreement, contract, or
   arrangement that could result in the payment of any
   "excess parachute payments" under Section 280G of the
   Code or any amount that would be non-deductible under
   Section 162 (m) of the Code.

               (b)   Excel (i) has elected to be taxed as a
   REIT within the meaning of the Code commencing with its
   taxable year ended December 31, 1985, (ii) has been
   subject to taxation as a REIT within the meaning of
   Section 856 of the Code and has satisfied all
   requirements to qualify as a REIT for all taxable years
   commencing with its taxable year ended December 31, 1993
   through its taxable year ended December 31, 1997, (iii)
   has operated since December 31, 1997 to the date of this
   representation, and intends to continue to operate in
   such a manner so as to qualify as a REIT for its taxable
   year ending on December 31, 1998, and (iv) has not taken
   or omitted to take any action which would reasonably be
   expected to result in a challenge to its status as a
   REIT, and to the knowledge of the executive officers of
   Excel, no such challenge is pending or threatened. Excel
   represents that each of its corporate Subsidiaries is,
   and at all times since its affiliation with Excel has
   qualified as, a qualified REIT subsidiary as defined in
   Section 856(i) of the Code and that each partnership,
   limited liability company, joint venture or other legal
   entity (other than a corporation) in which Excel (either
   directly or indirectly) owns any of the capital stock or
   other equity interests thereof has been treated since its
   formation and continues to be treated for federal income
   tax purposes as a partnership or disregarded as an entity
   separate from its owner and not as an association taxable
   as a corporation.  None of Excel or the Excel
   Subsidiaries has a net unrealized built-in gain within
   the meaning of Section 1374(d)(1) of the Code that would
   be subject to an election under IRS Notice 88-19 or has
   any earnings and profits accumulated in any non-REIT year
   within the meaning of Section 857 of the Code, in each
   case to the extent the foregoing would result in an Excel
   Material Adverse Effect.

               (c)   Excel has not agreed to and is not
   required to make any adjustment under Section 481(a) of
   the Code.

                              34
               (d)   Excel has not, with regard to any
   assets or property held or acquired by it, filed a
   consent to the application of Section 341(f) of the Code
   or agreed to have Section 341(f)(2) of the Code apply to
   any disposition of a subsection (f) asset (as such term
   is defined in Section 341(f)(4) of the Code) owned by
   Excel.

               (e)   Excel is not a "foreign person" as such
   term is defined in Section 1445(f) of the Code.

         6.11. Books and Records.

               (a)   The books of account and other
   financial records of Excel and its Subsidiaries are in
   all material respects true, complete and correct, have
   been maintained in accordance with good business
   practices, and are accurately reflected in all material
   respects in the financial statements included in the
   Excel Reports.

               (b)   The minute books and other records of
   Excel and its Subsidiaries for the period since December
   31, 1987 have been made available to New Plan, contain in
   all material respects accurate records of all meetings
   and accurately reflect in all material respects all other
   corporate or partnership action of the stockholders,
   partners, members and directors and any committees of the
   Board of Directors of Excel and its Subsidiaries.

         6.12. Properties.  Excel and its Subsidiaries own
   fee simple title to, or hold ground leases in, each of
   the real properties identified in Schedule 6.12 of the
   Excel Disclosure Letter (the "Excel Properties"), which
   are all the real estate properties owned or leased by
   them. The Excel Properties are not subject to any
   Property Restrictions, except for (i) Encumbrances and
   other Property Restrictions set forth in Schedule 6.12 of
   the Excel Disclosure Letter, (ii) Property Restrictions
   imposed or promulgated by law or any governmental body or
   authority with respect to real property, including zoning
   regulations, provided such Property Restrictions do not
   adversely affect in any material respect the current use
   of the applicable property, (iii) Encumbrances and other
   Property Restrictions disclosed on existing title reports
   or current surveys (in either case copies of which title
   reports and surveys have been delivered or made available
   to New Plan) and (iv) mechanics', carriers', workmen's
   and repairmen's liens, and other Property Restrictions
   and limitations, if any, which individually or in the
   aggregate do not materially interfere with the present
   use of any of the Excel Properties subject thereto or
   affected thereby, and do not otherwise materially impair
   business operations conduced there by Excel and its
   Subsidiaries.  Valid policies of title insurance have
   been issued insuring Excel's or any of its Subsidiaries'

                              35
   fee simple title to the Excel Properties owned in fee in
   amounts at least equal to the purchase price thereof,
   subject only to the matters set forth therein or
   disclosed above, and such policies are, at the date
   hereof, in full force and effect and there are no pending
   claims against any such policy where the amount involved
   exceeds $50,000.  Any material certificate, permit or
   license from any governmental authority having
   jurisdiction over any of the Excel Properties and any
   agreement, easement or other right which is necessary to
   permit the material lawful use and operation of the
   buildings and improvements on any of the Excel Properties
   or which is necessary to permit the lawful use and
   operation in all material respects of all driveways,
   roads and other means of egress and ingress, which Excel
   has rights to, to and from any of the Excel Properties
   which are currently occupied and are material to the
   operation of the property has been obtained and is in
   full force and effect. Excel is not in receipt of any
   written notice of any violation of any material federal,
   state or municipal law, ordinance, order, regulation or
   requirement affecting any portion of any of the Excel
   Properties issued by any governmental authority, other
   than such violations which would not reasonably be
   expected to have an Excel Material Adverse Effect. To the
   knowledge of Excel (A) there are no material structural
   defects relating to the Excel Properties, (B) there are
   no Excel Properties whose building systems are not in
   working order in any material respect (except for normal
   maintenance and operating systems failures which in any
   event are the subject of adequate pending repair
   procedures), (C) there is no physical damage to any Excel
   Property in excess of $250,000 for which there is no
   insurance in effect covering the cost of the restoration
   as of the date hereof or (D) no current renovation or
   restoration to any Excel Property is underway or for
   which contracts have been entered into the cost of which
   exceeds $250,000, except in each case, as set forth in
   Schedule 6.12 of the Excel Disclosure Letter. Neither
   Excel nor any of its Subsidiaries has received any
   written notice to the effect that (x) any condemnation or
   material rezoning proceedings are pending or threatened
   with respect to any of the Excel Properties where the
   fair market value of the object of such proceeding
   exceeds $250,000 or (y) any zoning, building or similar
   law, code, ordinance, order or regulation is or will be
   violated in any material respect by Excel or its
   Subsidiaries by the continued maintenance, operation or
   use of any buildings or other improvements on any of the
   Excel Properties as currently maintained, used or
   operated or by the continued maintenance, operation by
   Excel or its Subsidiaries or use of the parking areas as
   currently maintained, used or operated by Excel or its
   Subsidiaries which is not insured over and where the
   remedying of such violation would materially and
   adversely affect the relevant Excel Property.  All work

                              36
   to be performed, payments to be made and actions to be
   taken by Excel or its Subsidiaries prior to the date
   hereof pursuant to any agreement entered into with a
   governmental body or authority in connection with a site
   approval, zoning reclassification or other similar action
   relating to the Excel Properties (e.g., Local Improvement
   District, Road Improvement District, Environmental
   Mitigation) has been performed, paid or taken, as the
   case may be, in all material respects, and Excel is not
   aware of any planned or proposed work, payments or
   actions that may be required after the date hereof
   pursuant to such agreements.  Excel owns less that
   $15,000,000 of nonexempt assets under Section 802.4 of
   the rules and regulations promulgated under the Hart-
   Scott-Rodino Antitrust Improvements Act.

         6.13. Environmental Matters.  Except as set forth
   in the Excel Reports or in Schedule 6.15 of the Excel
   Disclosure Letter and any environmental assessment or
   report listed therein to the actual knowledge of the
   executive officers of Excel:  none of Excel, any of its
   Subsidiaries or any other person has caused or permitted
   (a) the unlawful presence of any Hazardous Materials on
   any of the Excel Properties, or (b) any unlawful spills,
   releases, discharges or disposal of Hazardous Materials
   to have occurred or be presently occurring on or from the
   Excel Properties, which presence or occurrence would,
   individually or in the aggregate, have an Excel Material
   Adverse Effect; Excel and its Subsidiaries have not
   failed to comply with all applicable local, state and
   federal environmental laws, regulations, ordinances and
   administrative and judicial orders relating to the
   Environmental Laws, except where the failure to comply
   would not reasonably be expected to have an Excel
   Material Adverse Effect and Excel, its assets and
   businesses and all operations related thereto are now in
   compliance with all Environmental Laws and not subject to
   any liability, or, with respect to required remediation,
   corrective action or prophylactic or other like action,
   obligation under any Environmental Law, except where the
   failure to comply with any such Environmental Law would
   not have an Excel Material Adverse Effect.
    
         6.14. Employee Benefit Plans.  All employee
   benefits plans and other benefit programs, policies and
   arrangements covering employees of Excel and the Excel
   Subsidiaries (the "Excel Benefit Plans") are listed in
   Schedule 6.14 of the Excel Disclosure Letter. True and
   complete copies of the Excel Benefit Plans have been made
   available to New Plan. To the extent applicable, the
   Excel Benefit Plans comply, in all material respects,
   with the requirements of ERISA and the Code, and any
   Excel Benefit Plan intended to be qualified under Section
   401(a) of the Code has been determined by the IRS to be
   so qualified. No Excel Benefit Plan or any other plan
   with respect to which Excel or any entity under "common

                              37
   control" with Excel within the meaning of ERISA Section
   4001 has or had any liability is or has been covered by
   Title IV of ERISA or Section 412 of the Code. Neither any
   Excel Benefit Plan nor any fiduciary thereof nor Excel
   has incurred any material liability or penalty under
   Section 4975 of the Code or Section 502(i) of ERISA. 
   Each Excel Benefit Plan has been maintained and
   administered in all material respects in compliance with
   its terms and with ERISA and the Code to the extent
   applicable thereto. To the knowledge of the executive
   officers of Excel, there are no pending or anticipated
   claims against or otherwise involving any of the Excel
   Benefit Plans and no suit, action or other litigation
   (excluding claims for benefits incurred in the ordinary
   course of Excel Benefit Plan activities) has been brought
   against or with respect to any such Excel Benefit Plan,
   except for any of the foregoing which would not have an
   Excel Material Adverse Effect. All material contributions
   required to be made as of the date hereof to the Excel
   Benefit Plans have been timely made or provided for. 
   Neither Excel nor any entity under "common control" with
   Excel within the meaning of ERISA Section 4001 has
   contributed to, or been required to contribute to, any
   "multiemployer plan" (as defined in Sections 3(37) and
   4001(a)(3) of ERISA). Excel does not maintain or
   contribute to any plan, program, policy or arrangement
   which provides or has any liability to provide life
   insurance, medical or other employee welfare benefits or
   supplemental pension benefits to any employee or former
   employee upon his retirement or termination of
   employment, except as required under Section 4890B of the
   Code, and Excel has never represented, promised or
   contracted (whether in oral or written form) to any
   employee or former employee that such benefits would be
   provided. Except as disclosed in Schedule 6.14 of the
   Excel Disclosure Letter, the execution of, and
   performance of the transactions contemplated by, this
   Agreement will not (either alone or upon the occurrence
   of any additional subsequent events) constitute an event
   under any benefit plan, program, policy, arrangement or
   agreement or any trust or loan that will or may result in
   any payment (whether of severance pay or otherwise),
   acceleration, forgiveness of indebtedness, vesting,
   distribution, increase in benefits or obligations to fund
   benefits with respect to any employee, director or
   consultant of Excel or any of its Subsidiaries.

         6.15. Labor Matters.  Neither Excel nor any of its
   Subsidiaries is a party to, or bound by, any collective
   bargaining agreement, contract or other agreement with a
   labor union or labor union organization. There is no
   unfair labor practice or labor arbitration proceeding
   pending or, to the knowledge of Excel, threatened against
   Excel or any of its Subsidiaries relating to their
   business, except for any such proceeding which would not
   have an Excel Material Adverse Effect. To the knowledge

                              38
   of the executive officers of Excel, there are no
   organizational efforts with respect to the formation of a
   collective bargaining unit presently being made or
   threatened involving employees of Excel or any of its
   Subsidiaries which would have an Excel Material Adverse
   Effect.

         6.16. No Brokers.  Excel has not entered into any
   contract, arrangement or understanding with any person or
   firm which may result in the obligation of New Plan or
   Excel to pay any finder's fees, brokerage or agent's
   commissions or other like payments in connection with the
   negotiations leading to this Agreement or the
   consummation of the transactions contemplated hereby,
   except that Excel has retained Triton Pacific Capital,
   LLC ("Triton") as its financial advisor, pursuant to an
   engagement letter dated April 7, 1998, and Prudential
   Securities Incorporated ("Prudential") to render a
   fairness opinion, pursuant to an engagement letter dated
   April 22, 1998, true and correct copies of which have
   been delivered to New Plan prior to the date hereof.
   Other than the foregoing arrangements, Excel is not aware
   of any claim for payment of any finder's fees, brokerage
   or agent's commissions or other like payments in
   connection with the negotiations by Excel leading to this
   Agreement or the consummation of the transactions
   contemplated hereby.

         6.17. Opinion of Financial Advisor.  Excel has
   received the opinion of Prudential to the effect that, as
   of the date hereof, the Exchange Ratio is fair to the
   holders of Excel Common Stock from a financial point of
   view.

         6.18. New Plan Share Ownership.  Neither Excel nor
   any of its Subsidiaries owns any shares of beneficial
   interest or capital stock of New Plan or other securities
   convertible into capital stock of New Plan.

         6.19. Related Party Transactions.  Schedule 6.19 of
   the Excel Disclosure Letter describes each: (i) business
   relationship (excluding employee compensation and other
   ordinary incidents of employment) existing on the date of
   this Agreement between (x) Excel, and (y) any Related
   Party of Excel; (ii) transaction occurring between
   January 1, 1997 and the date of this Agreement between
   Excel and any Related Party of Excel; and (iii) amount
   owing by or to any of the Related Parties of Excel,
   respectively, to or from Excel as of the date of this
   Agreement.  No property or interest in any property which
   relates to and is or will be necessary or useful in the
   present or currently contemplated future operation of
   Excel, is presently owned by or leased by or to any
   Related Party of Excel.



                              39
         6.20. Contracts and Commitments.  The Excel
   Disclosure Letter or the Excel Reports filed prior to the
   date hereof set forth, as of the date hereof, (i) all
   notes, debentures, bonds and other evidence of
   indebtedness which are secured or collateralized by
   mortgages, deeds of trust or other security interests in
   the Excel Properties or personal property of Excel and
   its Subsidiaries and (ii) each joint venture or
   partnership agreement involving Excel or any Excel
   Subsidiary, and (iii) each other material undischarged
   commitment entered into by Excel or any of its
   Subsidiaries (excluding tenant allowances, reimbursements
   and leases entered into in the ordinary course), where
   the obligation of Excel or any Excel Subsidiary exceeds
   $1,000,000 (excluding acquisitions described in the last
   sentence of this Section 6.20).  True and correct copies
   of the foregoing have been previously delivered or made
   available to New Plan.  To the knowledge of Excel, (i)
   each of the contracts described in the preceding sentence
   is in full force and effect; and (ii) neither Excel nor
   any Excel Subsidiary or other party thereto is in default
   thereof except where such default would not have an Excel
   Material Adverse Effect.  Schedule 6.20 of the Excel
   Disclosure Letter includes a summary of the material
   terms of each acquisition of a business or real property
   which is the subject of a binding agreement or letter of
   intent, memorandum of understanding or similar agreement
   which has not been consummated (the "Pending Excel
   Transactions").

         6.21. Leases.

               (a)   Schedule 6.21 of the Excel Disclosure
   Letter sets forth a list of all Excel Properties that are
   subject to or encumbered by any non-residential lease
   accounting for 1% or more of Excel's rental revenues for
   the most recent period reflected in the financial
   statements included in the Excel Reports (a "Material
   Excel Lease") and, with respect to each such Material
   Excel Lease, sets forth the following information:

                     (i)   the name of the lessee;

                     (ii)  the expiration date of the lease;

                     (iii) the amount (or method of
         determining the amount) of monthly rentals due
         under the lease; and

                     (iv)  with respect to any Material
         Excel Lease with a remaining term of less than 24
         months, whether the lessee has notified Excel in
         writing of any intention not to renew, or seek to
         renew, the lease.



                              40
               (b)   Except as set forth in Schedule 6.21 of
   the Excel Disclosure Letter, (i) all rental payments due
   under each Material Excel Lease have been paid during the
   period January 1, 1998 through March 31, 1998 and (ii) to
   Excel's knowledge, no lessee is in material default, and
   no condition or event exists which with the giving of
   notice or the passage of time, or both, would constitute
   a material default by any lessee, under any Material
   Excel Lease.

         6.22. Investment Company Act of 1940.  Neither
   Excel nor any of its Subsidiaries is, or at the Effective
   Time will be, required to be registered under the
   Investment Company Act of 1940, as amended.

         6.23. Certain Payments Resulting From Transactions. 
   Except as set forth in Schedule 6.23 of the Excel
   Disclosure Letter, the execution of, and performance of
   the transactions contemplated by, this Agreement will not
   (either alone or upon the occurrence of any additional or
   subsequent events) (i) constitute an event under any
   Excel Benefit Plan, policy, practice, agreement or other
   arrangement or any trust or loan (the "Employee
   Arrangements") that will or may result in any payment
   (whether of severance pay or otherwise), acceleration,
   forgiveness of indebtedness, vesting, distribution,
   increase in benefits or obligation to fund benefits with
   respect to any employee, director or consultant of Excel
   or any of its Subsidiaries or (ii) result in the
   triggering or imposition of any restrictions or
   limitations on the right of Excel or its Subsidiaries to
   amend or terminate any Employee Arrangement and receive
   the full amount of any excess assets remaining or
   resulting from such amendment or termination, subject to
   applicable taxes. Except as set forth in Schedule 6.23 of
   the Excel Disclosure Letter, no payment or benefit which
   will be required to be made pursuant to the terms of any
   agreement, commitment or Excel Benefit Plan, as a result
   of the transactions contemplated by this Agreement to any
   officer, director or employee of Excel or any of its
   Subsidiaries, will be characterized as an "excess
   parachute payment" within the meaning of Section
   280G(b)(1) of the Code.

         6.24. State Takeover Statutes.  To the knowledge of
   Excel, assuming the accuracy of the representation and
   warranty of New Plan in Section 5.18 hereof, Excel has
   taken all action necessary to exempt the transactions
   contemplated by this Agreement from the operation of any
   applicable "fair price," "moratorium," "control share
   acquisition" or any other applicable anti-takeover
   statute or similar statute enacted under the state or
   federal laws of the United States or similar statute or
   regulation.  The Board of Directors of Excel has adopted
   a resolution as follows:  "The transactions contemplated
   by the Merger Agreement are hereby authorized and

                              41
   approved with the intent that no state takeover law shall
   be applicable to the Merger, the Merger Agreement or the
   transactions contemplated thereby."

         6.25. Legacy Arrangements.  Excel and Legacy have
   entered into an Amendment to the Intercompany Agreement,
   a true and correct copy of which has been delivered to
   New Plan (the "Legacy Intercompany Amendment") and the
   Legacy Intercompany Amendment constitutes a legal, valid
   and binding agreement of Legacy enforceable against
   Legacy in accordance with its terms.

                          ARTICLE 7.
                          COVENANTS

         7.1.  No Solicitation by New Plan.

               (a)   Unless and until this Agreement shall
   have been terminated in accordance with its terms, New
   Plan shall not, and shall cause its Subsidiaries and its
   and their trustees, officers, employees, investment
   bankers, financial advisors, attorneys, accountants and
   other representatives retained by it or any of its
   Subsidiaries not to, directly or indirectly through
   another person, (i) solicit, initiate or encourage
   (including by way of furnishing information), or take any
   other action designed to facilitate, any inquiries or the
   making of any proposal which constitutes or may
   reasonably be expected to lead to any New Plan Takeover
   Proposal (as defined below) or (ii) participate in any
   discussions or negotiations regarding or relating to any
   New Plan Takeover Proposal; provided, however, that prior
   to the New Plan Shareholders Meeting, if the Board of
   Trustees of New Plan determines reasonably and in good
   faith, based on the advice of its outside counsel, that
   it is necessary to do so in order to comply with its
   fiduciary duties to the shareholders of New Plan under
   applicable law, or, as applicable, its duties under the
   Declaration of Trust, in each case in the context of the
   transactions contemplated hereby, New Plan may, in
   response to a New Plan Takeover Proposal which was not
   solicited by it and which did not result from a breach of
   this Section 7.1(a), provided New Plan shall provide
   prior written notice of its decision to take such action
   to Excel and shall comply with Section 7.1(c), (x)
   furnish information with respect to New Plan and its
   Subsidiaries to any person making such a New Plan
   Takeover Proposal pursuant to a customary confidentiality
   agreement (as determined by New Plan after consultation
   with its outside counsel) and (y) participate in
   discussions or negotiations regarding such New Plan
   Takeover Proposal.  For purposes of this Agreement, "New
   Plan Takeover Proposal" means any proposal made by a
   third party (other than Excel) to acquire, directly or
   indirectly, including pursuant to a tender offer,
   exchange offer, merger, consolidation, business

                              42
   combination, recapitalization, reorganization,
   liquidation, dissolution or similar transaction, more
   than 25% of the combined voting power of the New Plan
   Common Shares or shares or equity interests in any
   significant New Plan Subsidiary, in each case then
   outstanding, or all or substantially all the assets of
   New Plan or any significant New Plan Subsidiary.

               (b)   Except as expressly permitted by this
   Section 7.1 neither the Board of Trustees of New Plan nor
   any committee thereof shall (i) withdraw or propose
   publicly to withdraw, or modify or propose to modify in a
   manner adverse to Excel, the approval or recommendation
   by such Board of Trustees or such committee of the Merger
   or this Agreement, (ii) approve or recommend, or propose
   publicly to approve or recommend, any New Plan Takeover
   Proposal or (iii) cause New Plan to enter into any letter
   of intent, agreement in principle, acquisition agreement
   or other similar agreement (each, a "New Plan Acquisition
   Agreement") related to any New Plan Takeover Proposal.
   Notwithstanding the foregoing, in the event that a
   majority of the Board of Trustees of New Plan determines
   reasonably and in good faith (A) (based on the advice of
   a financial advisor of nationally recognized reputation)
   that a pending New Plan Takeover Proposal is more
   favorable to New Plan's shareholders than the Merger and
   the transactions contemplated hereby, (B) that such New
   Plan Takeover Proposal is reasonably capable of being
   consummated, (C) that there is a substantial probability
   that the approval of the Merger by holders of New Plan
   Common Shares will not be obtained due to the pending New
   Plan Takeover Proposal, and (D) (based on the advice of
   outside counsel and taking into account the matters in
   clause (A), (B) and (C) above) that it is necessary to
   terminate this Agreement to accept such New Plan Takeover
   Proposal in order to comply with its fiduciary duties to
   the shareholders of New Plan under applicable law or, as
   the case may be, its duties under the Declaration of
   Trust, in each case in the context of the transactions
   contemplated hereby, the Board of Trustees of New Plan
   may (subject to this and the following sentences and in
   compliance with Section 9.3(a)) approve and recommend
   such New Plan Takeover Proposal and, in connection
   therewith, withdraw its approval or recommendation of
   this Agreement and the Merger, provided that in such case
   it simultaneously therewith terminates this Agreement and
   concurrently with such termination causes New Plan to
   enter into a definitive acquisition agreement with
   respect to such New Plan Takeover Proposal), but only at
   a time that is after the fifth business day following
   Excel's receipt of written notice advising Excel that the
   Board of Trustees of New Plan is prepared to accept a New
   Plan Takeover Proposal, specifying the material terms and
   conditions of such New Plan Takeover Proposal and
   identifying the person making such New Plan Takeover
   Proposal, provided that (x) at all reasonable times

                              43
   during such five-day period New Plan shall have
   cooperated with Excel with the objective of providing
   Excel a reasonable opportunity to propose and negotiate a
   modification of the terms and conditions of this
   Agreement so that a business combination may be effected
   between Excel and New Plan; (y) at the end of such five-
   day period the Board of Trustees shall continue to
   believe in good faith that clauses (A), (B), (C) and (D)
   above apply to the New Plan Takeover Proposal; and (z)
   simultaneously with any such withdrawal or termination,
   New Plan pays to Excel the Break-up Fee and Break-up
   Expenses pursuant to Section 9.5.

               (c)   In addition to the obligations of New
   Plan set forth in paragraphs (a) and (b) of this Section
   7.1, New Plan shall immediately cease any current
   discussions and negotiations with respect to any New Plan
   Takeover Proposal and hereafter immediately advise Excel
   orally and in writing of any request for information or
   of any New Plan Takeover Proposal, the material terms and
   conditions of such request or New Plan Takeover Proposal
   and the identity of the person making such request or New
   Plan Takeover Proposal. New Plan will keep Excel
   reasonably informed of the status and details (including
   amendments or proposed amendments) of any such request or
   New Plan Takeover Proposal.

               (d)   Nothing contained in this Section 7.1
   shall prohibit New Plan from taking and disclosing to its
   shareholders a position contemplated by Rule 14d-9 and
   Rule 14e-2(a) promulgated under the Exchange Act or from
   making any disclosure to New Plan's shareholders if, in
   the good faith judgment of the Board of Trustees of New
   Plan, after consultation with outside counsel, failure so
   to disclose would be a violation of its obligations under
   applicable law; provided, however, that neither New Plan
   nor its Board of Trustees nor any committee thereof shall
   withdraw or modify, or propose publicly to withdraw or
   modify, its position with respect to this Agreement or
   the Merger or approve or recommend, or propose publicly
   to approve or recommend, a New Plan Takeover Proposal,
   except in accordance with this Section 7.1.

               (e)   Notwithstanding any other provisions of
   this Section 7.1 to the contrary, or any variation in the
   duties imposed upon trustees of a Massachusetts business
   trust from those imposed on directors of a Maryland
   corporation, the Trustees of New Plan shall be permitted
   to take any action which they would be permitted to take
   under this Section 7.1 if they were directors of a
   Maryland corporation and New Plan was a Maryland
   corporation.





                              44
         7.2.  No Solicitation by Excel.

               (a)   Unless and until this Agreement shall
   have been terminated in accordance with its terms, Excel
   shall not, and shall cause its Subsidiaries and its and
   their directors, officers, employees, investment bankers,
   financial advisors, attorneys, accountants and other
   representatives retained by it or any of its Subsidiaries
   not to, directly or indirectly through another person,
   (i) solicit, initiate or encourage (including by way of
   furnishing information), or take any other action
   designed to facilitate, any inquiries or the making of
   any proposal which constitutes or may reasonably be
   expected to lead to any Excel Takeover Proposal (as
   defined below) or (ii) participate in any discussions or
   negotiations regarding or relating to any Excel Takeover
   Proposal; provided, however, that prior to the Excel
   Stockholders Meeting, if the Board of Directors of Excel
   determines reasonably and in good faith, based on the
   advice of its outside counsel, that it is necessary to do
   so in order to comply with its fiduciary duties to the
   stockholders of Excel under applicable law in the context
   of the transactions contemplated hereby, Excel may, in
   response to an Excel Takeover Proposal which was not
   solicited by it and which did not result from a breach of
   this Section 7.2(a), and provided Excel shall provide
   prior written notice of its decision to take such action
   to New Plan and shall comply with Section 7.2(c), (x)
   furnish information with respect to Excel and its
   Subsidiaries to any person making such an Excel Takeover
   Proposal pursuant to a customary confidentiality
   agreement (as determined by Excel after consultation with
   its outside counsel) and (y) participate in discussions
   or negotiations regarding such Excel Takeover Proposal.
   For purposes of this Agreement, "Excel Takeover Proposal"
   means any proposal made by a third party (other than New
   Plan) to acquire, directly or indirectly, including
   pursuant to a tender offer, exchange offer, merger,
   consolidation, business combination, recapitalization,
   reorganization, liquidation, dissolution or similar
   transaction, more than 25% of the combined voting power
   of the shares of Excel Common Stock or shares or equity
   interests in any significant Excel Subsidiary, in each
   case then outstanding or all or substantially all the
   assets of Excel or any significant Excel Subsidiary.

               (b)   Except as expressly permitted by this
   Section 7.2, neither the Board of Directors of Excel nor
   any committee thereof shall (i) withdraw or propose
   publicly to withdraw, or modify or propose publicly to
   modify in a manner adverse to New Plan, the approval or
   recommendation by such Board of Directors or such
   committee of the Merger, this Agreement or the Excel
   Stockholder Matters in connection with the Merger, (ii)
   approve or recommend, or propose publicly to approve or
   recommend, any Excel Takeover Proposal or (iii) cause

                              45
   Excel to enter into any letter of intent, agreement in
   principle, acquisition agreement or other similar
   agreement (each, an "Excel Acquisition Agreement")
   related to any Excel Takeover Proposal. Notwithstanding
   the foregoing, in the event that a majority of the Board
   of Directors of Excel determines reasonably and in good
   faith (A) (based on the advice of a financial advisor of
   nationally recognized reputation) that a pending Excel
   Takeover Proposal is more favorable to Excel's
   stockholders than the Merger and the transactions
   contemplated hereby, (B) that such Excel Takeover
   Proposal is reasonably capable of being consummated, (C)
   that there is a substantial probability that the adoption
   of this Agreement by holders of Excel Common Stock will
   not be obtained due to the pending Excel Takeover
   Proposal, and (D) (based upon the advice of outside
   counsel and taking into account the matters in clause
   (A), (B) and (C)) that it is necessary to terminate this
   Agreement to accept such Excel Takeover Proposal in order
   to comply with its fiduciary duties to the stockholders
    of Excel under applicable law in the context of the
   transactions contemplated hereby, the Board of Directors
   of Excel may (subject to this and the following sentences
   and in compliance with Section 9.4(a)) approve and
   recommend such Excel Takeover Proposal and, in connection
   therewith, withdraw its approval or recommendation of
   this Agreement, the Merger and the Excel Stockholder
   Matters, provided that in such case it simultaneously
   therewith terminates this Agreement and concurrently with
   such termination causes Excel to enter into a definitive
   acquisition agreement with respect to such Excel Takeover
   Proposal, but only at a time that is after the fifth
   business day following New Plan's receipt of written
   notice advising New Plan that the Board of Directors of
   Excel is prepared to accept an Excel Takeover Proposal,
   specifying the material terms and conditions of such
   Excel Takeover Proposal and identifying the person making
   such Excel Takeover Proposal, provided that (x) at all
   reasonable times during such five-day period Excel shall
   have cooperated with New Plan with the objective of
   providing New Plan a reasonable opportunity to propose
   and negotiate a modification of the terms and conditions
   of this Agreement so that a business combination may be
   effected between Excel and New Plan; (y) at the end of
   such five-day period the Board of Directors of Excel
   shall continue to believe in good faith that clauses (A),
   (B), (C) and (D) above apply to the Excel Takeover
   Proposal; and (z) simultaneously with any such withdrawal
   or termination, Excel pays New Plan the Break-up Fee and
   Break-up Expenses pursuant to Section 9.5.

               (c)   In addition to the obligations of Excel
   set forth in paragraphs (a) and (b) of this Section 7.2,
   Excel shall immediately cease any current discussions or
   negotiations with respect to any Excel Takeover Proposal
   and hereafter, immediately advise New Plan orally and in

                              46
   writing of any request for information or of any Excel
   Takeover Proposal, the material terms and conditions of
   such request or Excel Takeover Proposal and the identity
   of the person making such request or Excel Takeover
   Proposal. Excel will keep New Plan reasonably informed of
   the status and details (including amendments or proposed
   amendments) of any such request or Excel Takeover
   Proposal.

               (d)   Nothing contained in this Section 7.2
   shall prohibit Excel from taking and disclosing to its
   stockholders a position contemplated by Rule 14d-9 and
   Rule 14e-2(a) promulgated under the Exchange Act or from
   making any disclosure to Excel's stockholders if, in the
   good faith judgment of the Board of Directors of Excel,
   after consultation with outside counsel, failure so to
   disclose would be a violation of its obligations under
   applicable law; provided, however, that neither Excel nor
   its Board of Directors nor any committee thereof shall
   withdraw or modify, or propose publicly to withdraw or
   modify, its position with respect to this Agreement, the
   Merger, or the Excel Stockholder Matters or approve or
   recommend, or propose publicly to approve or recommend,
   an Excel Takeover Proposal, except in accordance with
   this Section 7.2.

         7.3.  Conduct of Businesses.

               (a)   During the period from the date of this
   Agreement until the earlier of the termination of this
   Agreement and the Effective Time, except as set forth in
   Schedule 7.3 of the New Plan Disclosure Letter or
   Schedule 7.3 of the Excel Disclosure Letter or as
   expressly contemplated by this Agreement, unless the
   other party has consented in writing thereto (which
   consent shall not be unreasonably withheld or delayed),
   Excel and New Plan:

                     (i)    shall use their reasonable best
         efforts, and shall cause each of their respective
         Subsidiaries to use their reasonable best efforts,
         to preserve intact their business organizations and
         goodwill and keep available the services of their
         respective officers and employees subject to the
         restrictions set forth in this Agreement;

                     (ii)  subject to the other provisions
         of this Section 7.3, shall confer on a regular
         basis with one or more representatives of the other
         to report material operational matters and, subject
         to Sections 7.1 and 7.2, respectively, any
         proposals to engage in material transactions;

                     (iii) shall coordinate the record date
         for the quarterly dividends payable with respect to
         the Excel Common Stock, Excel Series A Preferred

                              47
         Stock, Excel Series B Preferred Stock and New Plan
         Common Shares and New Plan Preferred Shares, and

                     (iv)  shall promptly deliver to the
         other true and correct copies of any report,
         statement or schedule filed with the SEC subsequent
         to the date of this Agreement.

               (b)   During the period from the date of this
   Agreement until the earlier of the Effective Time and the
   termination of this Agreement, except as set forth in the
   New Plan Disclosure Letter, or as expressly contemplated
   by this Agreement, unless Excel has consented in writing
   thereto which consent shall not be unreasonably withheld
   or delayed, New Plan:

                     (i)   shall, and shall cause each of
         its Subsidiaries to, conduct its operations
         according to their usual, regular and ordinary
         course in substantially the same manner as
         heretofore conducted, subject to the restrictions
         of this Agreement below;

                     (ii)  shall not, and shall cause each
         of its Subsidiaries not to, acquire, enter into an
         option to acquire or exercise an option or contract
         to acquire additional real property, encumber
         assets or commence construction of, or enter into
         any agreement or commitment to develop or construct
         (other than (A) tenant improvements, reimbursements
         and allowances in the ordinary course of business
         in accordance with past practice and (B) the
         Pending New Plan Transactions), retail shopping
         center properties or other real estate projects, in
         an amount (together with acquisitions permitted
         under clause (xi) of this Section 7.3(b)) which
         exceeds $150,000,000 in the aggregate;

                     (iii) shall not amend its Declaration
         of Trust (except for the Trust Amendments) and
         shall cause each of its Subsidiaries not to amend
         its articles of incorporation, by laws, partnership
         agreement, articles of organization or other
         governing documents, as the case may be;

                     (iv)  shall not, and shall cause its
         Subsidiaries to not (1) except pursuant to the
         exercise of options, warrants, conversion rights
         and other contractual rights existing on the date
         hereof or pursuant to New Plan's dividend
         reinvestment plan and disclosed pursuant to this
         Agreement, issue any shares of its capital stock
         (except to New Plan), effect any stock split,
         reverse stock split, stock dividend,
         recapitalization or other similar transaction, (2)
         grant, confer or award any option, warrant,

                              48
         conversion or other right to acquire any shares of
         its capital stock, or amend or permit the
         acceleration of vesting of any New Plan Options,
         (3) increase any compensation or enter into or
         amend any employment agreement with any of its
         present or future officers or directors except as
         expressly contemplated by this Agreement (and
         except for the Employment Agreements contemplated
         by Schedule 7.3(b)(iv) of the New Plan Disclosure
         Letter providing for certain terms of employment
         for, and waiver of loan acceleration for, certain
         officers of New Plan) or (4) adopt any new employee
         benefit plan (including any stock option, stock
         benefit or stock purchase plan) or amend any
         existing employee benefit plan in any material
         respect, except for changes which are required by
         applicable law or are less favorable to
         participants in such plans;

                     (v)   shall not declare, set aside or
         pay any dividend or make any other distribution or
         payment with respect to any shares of its capital
         stock, except (1) (x) regular quarterly dividends
         on the New Plan Common Shares and regular quarterly
         dividends on the Depositary Shares representing
         one-tenth of a share of New Plan Preferred Shares,
         as well as any other required dividends,
         distributions or payments with respect to such New
         Plan Preferred Shares, (which, with respect to the
         New Plan Common Shares, shall have record dates to
         the extent occurring prior to the Effective Time of
         June 30, 1998 and September 30, 1998 and
         corresponding payment dates of July 10, 1998 and
         October 10, 1998), and (y) a dividend in an amount
         equal to the greater of (I) the regular quarterly
         dividend per share of the New Plan Common Shares
         pro-rated for the period from July 1, 1998 (or
         October 1, 1998 if the Effective Time has not yet
         then occurred) up to and including the Closing Date
         and (II)  the sum of (A) New Plan's estimated
         undistributed real estate investment trust taxable
         income (calculated without regard to the dividends
         paid deductions as defined in Section 561 of the
         Code and by excluding net capital gain) within the
         meaning of Section 857(b)(2) of the Code for New
         Plan's 1999 taxable year ending on the Closing Date
         and (B) New Plan's estimated undistributed net
         capital gain within the meaning of Section
         857(b)(3) of the Code for New Plan's 1999 taxable
         year ending on the Closing Date, and (2) in
         connection with the use of shares of capital stock
         to pay the exercise price or tax withholding in
         connection with stock-based employee benefit plans
         of New Plan, directly or indirectly redeem,
         purchase or otherwise acquire any shares of its
         capital stock or capital stock of any of its

                              49
         Subsidiaries, or make any commitment for any such
         action; (it being understood and agreed that for
         purposes of the foregoing, New Plan's regular
         quarterly dividend shall include increases to prior
         quarterly dividend amounts consistent with New
         Plan's past practice);

                     (vi)  except in the ordinary course of
         business consistent with past practice, shall not,
         and shall not permit any of its Subsidiaries to,
         sell, mortgage or otherwise encumber or subject to
         any Encumbrances or otherwise dispose of, except by
         leasing in the ordinary course of business, (i) any
         material New Plan Properties or any of its capital
         stock of or other interests in its Subsidiaries or
         (ii) any of its other assets which are material,
         individually or in the aggregate;

                     (vii) shall not, and shall not permit
         any of its Subsidiaries to, (i) incur, assume or
         prepay any indebtedness for borrowed money in an
         amount in excess of (A) $150,000,000, which amounts
         will be applied to pay down outstanding borrowings
         under New Plan's existing credit facilities or to
         matters specified in Section 7.3(b)(ii) and (B) the
         amount necessary to consummate the Pending New Plan
         Transactions, in each case in a manner consistent
         with New Plan's past practice, (ii) assume,
         guarantee, endorse (other than items for
         collection) or otherwise become liable or
         responsible (whether directly, contingently or
         otherwise) for the obligations of any third party
         or (iii) make any loans, advances or capital
         contributions to, or (except as permitted by
         Section 7.3(b)(xi)) investments in, any other
         person, other than loans, advances and capital
         contributions to Subsidiaries;

                     (viii) shall not, and shall not permit
         any of its Subsidiaries to, pay, discharge or
         satisfy any claims, liabilities or obligations
         (absolute, accrued, asserted or unasserted,
         contingent or otherwise), other than the payment,
         discharge or satisfaction, in the ordinary course
         of business consistent with past practice or in
         accordance with their terms, of liabilities
         reflected or reserved against in, or contemplated
         by, the most recent consolidated financial
         statements (or the notes thereto) of New Plan
         included in the New Plan Reports or incurred in the
         ordinary course of business consistent with past
         practice;

                     (ix)  shall not, and shall not permit
         any of its Subsidiaries to, enter into any
         contract, arrangement or understanding which may

                              50
         result in total payments or liability by or to it
         in excess of $200,000, except (1) tenant
         reimbursements and allowances and leases entered
         into in the ordinary course consistent with past
         practice and (2) capital expenditures incurred in
         the ordinary course consistent with past practice;

                     (x)   shall not, and shall not permit
         any of its Subsidiaries to, enter into any
         contract, arrangement or understanding with any
         officer, director, consultant or affiliate of New
         Plan or any of its Subsidiaries (i) which is not in
         the ordinary course of business and consistent with
         past practices or (ii) where the amount involved
         exceeds $50,000.

                     (xi)  shall not acquire, enter into any
         contract, arrangement or understanding (whether or
         not binding) to acquire or announce any proposed
         acquisition of, 25% or more of the equity interests
         or all or substantially all of the assets, of
         another entity which has net assets in excess of
         $25,000,000, subject to the limitation in clause
         (ii) of this Section 7.3(b);

                     (xii) shall not make any changes in its
         accounting methods or policies except as required
         by law, the SEC or generally accepted accounting
         principles;

                     (xiii) shall maintain, and cause its
         Subsidiaries to maintain, insurance in such amounts
         and against such risks as are customary for
         companies like New Plan; and

                     (xiv) shall not, and shall not permit
         any of its Subsidiaries to, authorize, or commit or
         agree to take, any of the foregoing actions.

               (c)   During the period from the date of this
   Agreement until the earlier of the Effective Time and the
   date on which this Agreement is terminated in accordance
   with its terms, except as set forth in the Excel
   Disclosure Letter or as contemplated by this Agreement,
   unless New Plan has consented in writing thereto (which
   consent shall not be unreasonably withheld or delayed),
   Excel:

                     (i)    shall, and shall cause each of
         its Subsidiaries to, conduct its operations
         according to their usual, regular and ordinary
         course in substantially the same manner as
         heretofore conducted, subject to the restrictions
         of this Agreement;



                              51
                     (ii)  shall not, and shall cause each
         of its Subsidiaries not to, acquire, enter into an
         option to acquire or exercise an option or contract
         to acquire additional real property, encumber
         assets or commence construction of, or enter into
         any agreement or commitment to develop or construct
         (other than (A) tenant improvements reimbursements
         and other allowances in the ordinary course of
         business consistent with past practice and (B) the
         Pending Excel Transactions), retail shopping center
         properties or other real estate projects, in an
         amount (together with acquisitions permitted under
         clause (xi) of this Section 7.3(c)) which exceeds
         $150,000,000 in the aggregate;

                     (iii) shall not and shall cause each of
         its Subsidiaries not to amend its Charter (except
         for the Excel Charter Amendment) or Bylaws,
         partnership agreement, articles of organization or
         other governing documents, as the case may be;

                     (iv)  shall not and shall cause its
         Subsidiaries not to (1) except pursuant to the
         exercise of options, warrants, conversion rights,
         Down REIT units and other contractual rights
         existing on the date hereof or pursuant to its
         dividend reinvestment plan and disclosed pursuant
         to this Agreement or pursuant to the Excel Stock
         Dividend, issue any shares of its capital stock
         (except to Excel), effect any stock split, reverse
         stock split, stock dividend, recapitalization or
         other similar transaction, (2) other than the
         issuance of the Excel Rights, grant, confer or
         award any option, warrant, conversion or other
         right to acquire any shares of its capital stock or
         amend the terms or permit the acceleration of any
         such option (except the issuance of Down REIT units
         in Pending Excel Transactions), (3) increase any
         compensation or enter into or amend any employment
         agreement with any of its present or future
         officers or directors except as expressly
         contemplated by this Agreement or (4) adopt any new
         employee benefit plan (including any stock option,
         stock benefit or stock purchase plan) or amend any
         existing employee benefit plan in any material
         respect, except for changes which are required by
         applicable law or are less favorable to
         participants in such plans and except for changes
         proposed in the Excel Proxy Statement for its 1998
         Annual Meeting;

                     (v)   shall not declare, set aside or
         pay any dividend or make any other distribution or
         payment with respect to any shares of its capital
         stock, except (1) (x) regular quarterly dividends
         of $.50 per share on the Excel Common Stock and

                              52
         regular quarterly dividends on the Excel Series A
         Preferred Stock and Excel Series B Preferred Stock
         as well as any other required dividends,
         distributions or payments with respect to such
         Excel Preferred Stock (which, with respect to the
         Excel Common Stock, shall have record dates, to the
         extent occurring prior to the Effective Time of
         June 30, 1998 and September 30, 1998, and
         corresponding payment dates of July 10, 1998 and
         October 10, 1998) (y) a dividend in an amount equal
         to the greater of (I) the regular quarterly
         dividend per share of Excel Common Stock pro-rated
         for the period from July 1, 1998 (or October 1,
         1998 if the Effective Time has not yet then
         occurred) up to and including the Closing Date and
         (II) the sum of (A) Excel's estimated undistributed
         real estate investment trust taxable income
         (calculated without regard to the dividends paid
         deductions as defined in Section 561 of the Code
         and by excluding net capital gain) within the
         meaning of Section 857(b)(2) of the Code for
         Excel's 1998 taxable year ending on the Closing
         Date, (B) Excel's estimated undistributed net
         capital gain within the meaning of Section
         857(b)(3) of the Code for Excel's 1998 taxable year
         ending on the Closing Date and (z) dividends
         determined by Excel to be necessary to maintain
         Excel's status as a REIT under the Code and (2) in
         connection with the use of shares of capital stock
         to pay the exercise price or tax withholding in
         connection with stock-based employee benefit plans
         of Excel, directly or indirectly redeem, purchase
         or otherwise acquire any shares of its capital
         stock or capital stock of any of its Subsidiaries,
         or make any commitment for any such action;

                     (vi)  except in the ordinary course of
         business consistent with past practice, shall not,
         and shall not permit any of its Subsidiaries to,
         sell, mortgage or otherwise encumber or subject to
         any Encumbrances or otherwise dispose of, except by
         leasing in the ordinary course of business, (i)
         material Excel Properties or any of its capital
         stock of or other interests in its Subsidiaries or
         (ii) any of its other assets which are material,
         individually or in the aggregate;

                     (vii) shall not, and shall not permit
         any of its Subsidiaries to, (i) incur, assume or
         prepay any indebtedness for borrowed money in an
         amount in excess of (A) $150,000,000, which amounts
         will be applied to pay down outstanding borrowings
         under Excel's existing credit facilities or to
         matters specified in Section 7.3(c)(ii) and (B) the
         amount necessary to consummate the Pending Excel
         Transactions, in each case in a manner consistent

                              53
         with Excel's past practice, (ii) assume, guarantee,
         endorse (other than items for collection) or
         otherwise become liable or responsible (whether
         directly, contingently or otherwise) for the
         obligations of any third party or (iii) make any
         loans, advances or capital contributions to, or
         (except as permitted by Section 7.3(c)(xi))
         investments in, any other person, other than loans,
         advances and capital contributions to Subsidiaries;

                     (viii) shall not, and shall not permit
         any of its Subsidiaries to, pay, discharge or
         satisfy any claims, liabilities or obligations
         (absolute, accrued, asserted or unasserted,
         contingent or otherwise), other than the payment,
         discharge or satisfaction, in the ordinary course
         of business consistent with past practice or in
         accordance with their terms, of liabilities
         reflected or reserved against in, or contemplated
         by, the most recent consolidated financial
         statements (or the notes thereto) of Excel included
         in the Excel Reports or incurred in the ordinary
         course of business consistent with past practice;

                     (ix)  shall not, and shall not permit
         any of its Subsidiaries to, enter into any
         contract, arrangement or understanding which may
         result in total payments or liability by or to it
         in excess of $200,000, except (1) tenant
         reimbursements and allowances and leases entered
         into in the ordinary course consistent with past
         practice and (2) capital expenditures incurred in
         the ordinary course of business consistent with
         past practice;

                     (x)   shall not, and shall not permit
         any of its Subsidiaries to, enter into any
         contract, arrangement or understanding with any
         officer, director, consultant or affiliate of Excel
         or any of its Subsidiaries (i) which is not in the
         ordinary course of business and consistent with
         past practices or (ii) where the amount involved
         exceeds $50,000.

                     (xi)  shall not acquire, enter into any
         contract, arrangement or understanding (whether or
         not binding) to acquire or announce any proposed
         acquisition of, 25% or more of the equity interests
         or all or substantially all of the assets, of
         another entity which has net assets in excess of
         $25,000,000, subject to the limitations in clause
         (ii) of this Section 7.3(c).

                     (xii) shall not make any changes in its
         accounting methods or policies except as required


                              54
         by law, the SEC or generally accepted accounting
         principles;

                     (xiii) shall maintain, and cause its
         Subsidiaries to maintain, insurance in such amounts
         and against such risks as are customary for
         companies like Excel;

                     (xiv) Notwithstanding anything to the
         contrary herein contained, neither Excel nor any of
         its Subsidiaries shall make any loan of money to or
         investment in, or purchase any equity interest in,
         buy any property from or sell any property to, or
         enter into any partnership or joint venture with
         Legacy.  Excel will fully enforce and not waive the
         provisions of each material agreement between Excel
         and Legacy in effect on the date hereof; and

                     (xv)  shall not, and shall not permit
         any of its Subsidiaries to, authorize, or commit or
         agree to take, any of the foregoing actions.

               (d)   Except as required by law, Excel and
   Sub, on the one hand, and New Plan, on the other hand,
   shall not, and shall not permit any of their respective
   Subsidiaries to, voluntarily take any action that would,
   or that could reasonably be expected to, result in,
   except as contemplated by Sections 7.1 and 7.2, any of
   the conditions to the Merger set forth in Article 8 not
   being satisfied.

         7.4.  Meetings of Stockholders.  Each of New Plan
   and Excel will take all action necessary in accordance
   with applicable law and its Declaration of Trust and
   Charter and Bylaws, as applicable, to convene a meeting
   of its shareholders or stockholders, as the case may be,
   as promptly as practicable to consider and vote upon, in
   the case of New Plan (including any adjournment thereof,
   the "New Plan Shareholders Meeting") the approval of the
   Trust Amendments, this Agreement, the Merger and the
   other transactions contemplated hereby, and, in the case
   of Excel (including any adjournment thereof, the "Excel
   Stockholders Meeting") the approval of the Excel
   Stockholder Matters.  The Board of Directors of Excel and
   the Board of Trustees of New Plan shall each recommend
   such approval and Excel and New Plan shall each take all
   lawful, commercially reasonable action to solicit such
   approval, including, without limitation, timely mailing
   the Proxy Statement/Prospectus (as defined in Section
   7.8).  Excel and New Plan shall coordinate and cooperate
   with respect to the timing of such meetings and shall use
   their reasonable efforts to hold such meetings on the
   same day.  If on the date of the meetings of Excel and
   New Plan established pursuant to this paragraph, either
   Excel or New Plan has respectively received less than the
   requisite vote and neither a New Plan Takeover Proposal

                              55
   nor an Excel Takeover Proposal has been publicly
   disclosed and not withdrawn prior to the date of such
   meeting, then both parties shall recommend the
   adjournment of their respective meetings until the first
   to occur of (i) the date ten (10) days after the
   originally scheduled date of such meetings or (ii) the
   date on which duly executed proxies for the requisite
   number of votes approving the Merger (in the case of New
   Plan) or the Excel Stockholder Matters (in the case of
   Excel) shall have been obtained.  Notwithstanding the
   foregoing, New Plan and Excel and their respective Boards
   of Trustees and Boards of Directors may take and disclose
   to shareholders or stockholders a position contemplated
   by Rule 14e-2 promulgated under the Exchange Act if
   required to do so by the Exchange Act, comply with Rule
   14d-9 thereunder and make all other disclosures required
   by applicable law.  It shall be a condition to the
   mailing of the Proxy Statement/Prospectus that (i) Excel
   shall have received a "comfort" letter from Coopers &
   Lybrand L.L.P., independent public accountants for New
   Plan, dated as of a date within two business days before
   the date on which the Form S-4 (as defined in Section
   7.8) shall become effective, with respect to the
   financial statements of New Plan included in the Proxy
   Statement/Prospectus, in form and substance reasonably
   satisfactory to Excel, and customary in scope and
   substance for "comfort" letters delivered by independent
   public accountants in connection with registration
   statements and proxy statements similar to the Form S-4
   and the Proxy Statement/Prospectus, and (ii) New Plan
   shall have received a "comfort" letter from Coopers &
   Lybrand L.L.P., independent public accountants for Excel,
   dated as of a date within two business days before the
   date on which the Form S-4 shall become effective, with
   respect to the financial statements of Excel included in
   the Proxy Statement/Prospectus, in form and substance
   reasonably satisfactory to New Plan, and customary in
   scope and substance for "comfort" letters delivered by
   independent public accountants in connection with
   registration statements and proxy statements similar to
   the Form S-4 and the Proxy Statement/Prospectus.

         7.5.  Filings; Other Action.  Subject to the terms
   and conditions herein provided, New Plan, Excel and Sub
   shall: (a) to the extent required, promptly make their
   respective filings with respect to the Merger; (b) use
   all reasonable efforts to cooperate with one another in
   (i) determining which filings are required to be made
   prior to the Effective Time with, and which consents,
   approvals, permits or authorizations are required to be
   obtained prior to the Effective Time from, governmental
   or regulatory authorities of the United States, the
   several states and foreign jurisdictions in connection
   with the execution and delivery of this Agreement and the
   consummation of the transactions contemplated hereby and
   (ii) timely making all such filings and timely seek all

                              56
   such consents, approvals, permits or authorizations; (c)
   use all reasonable efforts to obtain in writing any
   consents required from third parties in form reasonably
   satisfactory to New Plan and Excel necessary to
   effectuate the Merger; and (d) use all reasonable efforts
   to take, or cause to be taken, all other action and do,
   or cause to be done, all other things necessary, proper
   or appropriate to consummate and make effective the
   transactions contemplated by this Agreement.  If, at any
   time after the Effective Time, any further action is
   necessary or desirable to carry out the purpose of this
   Agreement, the proper officers and directors of Excel and
   Sub, and New Plan shall take all such necessary action. 
   If any "fair price" or "control share acquisition"
   statute or similar statute or regulation shall become
   applicable to the transactions contemplated hereby, New
   Plan, Excel and Sub and their respective Boards of
   Trustees or Directors shall use their reasonable best
   efforts to grant such approvals and to take such other
   actions as are necessary so that the transactions
   contemplated hereby may be consummated as promptly as
   practicable on the terms contemplated hereby and shall
   otherwise use their reasonable best efforts to minimize
   or eliminate the effects of any such statute or
   regulation on the transactions contemplated hereby. 
   Excel and New Plan shall promptly advise each other of
   and confer and consult with respect to any communications
   from governmental agencies with respect to the
   transactions contemplated by this Agreement.  Each of New
   Plan and Excel shall use its reasonable efforts to cause
   to be delivered by its accountants the "comfort letters"
   referred to in Sections 7.4, 8.2 and 8.3.

         7.6.  Inspection of Records.  Until the earlier of
   the Effective Time or the date in which this Agreement is
   terminated in accordance with its terms, each of New
   Plan, Excel and Sub shall allow all designated officers,
   attorneys, accountants and other representatives of the
   other access at all reasonable times to the records and
   files, correspondence, audits and properties, as well as
   to all information relating to commitments, contracts,
   titles and financial position, or otherwise pertaining to
   the business and affairs, of New Plan and Excel and their
   respective Subsidiaries for purposes related to an
   evaluation of the transactions contemplated hereby,
   subject to any restrictions arising under applicable law. 
   All information furnished under this Section 7.6 is
   subject to the Confidentiality Agreement (as herein
   defined).

         7.7.  Publicity.  The initial press release
   relating to this Agreement shall be a joint press release
   and thereafter New Plan and Excel shall, subject to their
   respective legal obligations (including requirements of
   stock exchanges and other similar regulatory bodies),
   consult with each other, and use reasonable efforts to

                              57
   agree upon the text of any press release, before issuing
   any such press release or otherwise making public
   statements with respect to the transactions contemplated
   hereby and in making any filings with any federal or
   state governmental or regulatory agency or with any
   national securities exchange with respect thereto.

         7.8.  Registration Statement.  Excel and New Plan
   shall cooperate and promptly prepare and Excel shall file
   with the SEC as soon as practicable but no later than
   June 10, 1998, a Registration Statement on Form S-4 (the
   "Form S-4") under the Securities Act, with respect to the
   Merger Consideration issuable in the Merger, a portion of
   which Registration Statement shall also serve as the
   joint proxy statement with respect to the New Plan
   Shareholders Meeting and the Excel Stockholders Meeting
   (the "Proxy Statement/Prospectus").  The respective
   parties will cause the Proxy Statement/Prospectus and the
   Form S-4 to comply as to form in all material respects
   with the applicable provisions of the Securities Act, the
   Exchange Act and the rules and regulations thereunder. 
   Each of New Plan and Excel shall furnish all information
   about itself and its business and operations and all
   necessary financial information to the other as the other
   may reasonably request in connection with the preparation
   of the Form S-4.  Excel shall use its reasonable best
   efforts, and New Plan will cooperate with Excel, to have
   the Form S-4 declared effective by the SEC as promptly as
   practicable.  Excel shall use its best efforts to obtain,
   prior to the effective date of the Form S-4, all
   necessary state securities law or "Blue Sky" permits or
   approvals required to carry out the transactions
   contemplated by this Agreement and will pay all expenses
   incident thereto.  Excel agrees that the Proxy
   Statement/Prospectus and each amendment or supplement
   thereto at the time of mailing thereof and at the time of
   the respective meetings of stockholders of Excel and New
   Plan, and, in the case of the Form S-4 and each amendment
   or supplement thereto, at the time it is filed or becomes
   effective, will not include an untrue statement of a
   material fact or omit to state a material fact required
   to be stated therein or necessary to make the statements
   therein, in light of the circumstances under which they
   were made, not misleading; provided, however, that the
   foregoing shall not apply to the extent that any such
   untrue statement of a material fact or omission to state
   a material fact was made by Excel in reliance upon and in
   conformity with information concerning New Plan furnished
   to Excel by New Plan in writing specifically for use in
   the Proxy Statement/Prospectus.  New Plan agrees that the
   information provided by it for inclusion in the Proxy
   Statement/Prospectus and each amendment or supplement
   thereto, at the time of mailing thereof and at the time
   of the New Plan Shareholders Meeting and Excel
   Stockholders Meeting, respectively, and, in the case of
   information provided by New Plan in writing for inclusion

                              58
   in the Form S-4 or any amendment or supplement thereto,
   at the time it is filed or becomes effective, will not
   include an untrue statement of a material fact or omit to
   state a material fact required to be stated therein or
   necessary to make the statements therein, in light of the
   circumstances under which they were made, not misleading. 
   Excel will advise New Plan, promptly after it receives
   notice thereof, of the time when the Form S-4 has become
   effective or any supplement or amendment has been filed,
   the issuance of any stop order, the suspension of the
   qualification of the Excel Common Stock or Excel Series D
   Preferred Stock (represented by Depositary Shares)
   issuable in connection with the Merger for offering or
   sale in any jurisdiction, or any request by the SEC for
   amendment of the Proxy Statement/Prospectus or the Form
   S-4 or comments thereon (which Excel agrees to promptly
   respond to) and responses thereto or requests by the SEC
   for additional information (which Excel agrees to
   promptly provide).

         7.9.  Listing Application.  Excel shall promptly
   prepare and submit to the NYSE a listing application
   covering the Excel Common Stock and the Excel Series D
   Depositary Shares representing shares of Excel Series D
   Preferred Stock issuable in the Merger and issuable upon
   exercise of the New Plan Options being assumed hereunder
   and new symbols, and shall use its reasonable efforts to
   obtain, prior to the Effective Time, approval for the
   listing of such Excel Common Stock and such Depositary
   Shares, subject to official notice of issuance.

         7.10. Affiliates of New Plan.

               (a)   At least 30 days prior to the Closing
   Date, New Plan shall deliver to Excel a list of names and
   addresses of those persons who were, in New Plan's
   reasonable judgment, at the record date for the New Plan
   Shareholders' Meeting "affiliates" (each such person, an
   "Affiliate") of New Plan within the meaning of Rule 145
   of the rules and regulations promulgated under the
   Securities Act ("Rule 145").  New Plan shall provide
   Excel such information and documents as Excel shall
   reasonably request for purposes of reviewing such list. 
   New Plan shall use all reasonable efforts to deliver or
   cause to be delivered to Excel, on or prior to the
   Closing Date, from each of the Affiliates of New Plan
   identified in the foregoing list, an Affiliate Letter in
   customary form reasonably acceptable to Excel.  Excel
   shall be entitled to place legends as specified in such
   Affiliate Letters on the certificates evidencing any
   shares of the Merger Consideration to be received by such
   Affiliates pursuant to the terms of this Agreement, and
   to issue appropriate stop transfer instructions to the
   transfer agent for the Merger Consideration, consistent
   with the terms of such Affiliate Letters.


                              59
               (b)   Excel shall file the reports required
   to be filed by it under the Exchange Act and the rules
   and regulations adopted by the SEC thereunder, and it
   will take such further action as any Affiliate of New
   Plan may reasonably request, all to the extent required
   from time to time to enable each Affiliate to sell
   (subject to Section 7.22 hereof) the Merger Consideration
   received by such Affiliate in the Merger without
   registration under the Securities Act pursuant to (i)
   Rule 145(d) under the Securities Act, as such Rule may be
   amended from time to time, or (ii) any successor rule or
   regulation hereafter adopted by the SEC.

         7.11. Expenses.  Subject to Section 9.5 and whether
   or not the Merger is consummated, all costs and expenses
   incurred in connection with this Agreement and the
   transactions contemplated hereby shall be paid by the
   party incurring such expenses, in particular (a) the
   filing fees in connection with the filing of the Form S-4
   and Proxy Statement/Prospectus with the SEC and (b) the
   expenses incurred in connection with printing and mailing
   the Form S-4 and the Proxy Statement/Prospectus, shall be
   shared equally by New Plan and Excel.

         7.12. Indemnification.

               (a)   In the event of any threatened or
   actual claim, action, suit, proceeding or investigation,
   whether civil, criminal or administrative, including,
   without limitation, any such claim, action, suit,
   proceeding or investigation in which any person who is
   now, or has been at any time prior to the date hereof, or
   who becomes prior to the Effective Time, a trustee,
   officer, employee, fiduciary or agent of New Plan (the
   "Indemnified Parties") is, or is threatened to be, made a
   party based in whole or in part on, or arising in whole
   or in part out of, or pertaining to (i) the fact that he,
   she or it is or was a trustee, officer, employee or agent
   of New Plan, or is or was serving at the request of New
   Plan as a trustee, officer, employee or agent of another
   corporation, partnership, joint venture, trust or other
   enterprise, or (ii) this Agreement or any of the
   transactions contemplated hereby, whether in any case
   asserted or arising before or after the Effective Time
   (and including with respect to any matters occurring at
   the Effective Time), the parties hereto agree to
   cooperate and use their reasonable best efforts to defend
   against and respond thereto.  It is understood and agreed
   that New Plan shall indemnify and hold harmless, and
   after the Effective Time Excel shall indemnify and hold
   harmless, as and to the full extent permitted by
   applicable law or the Declaration of Trust of New Plan,
   each Indemnified Party against any losses, claims,
   damages, liabilities, costs, expenses (including
   attorneys' fees and expenses), judgments, fines and
   amounts paid in settlement in connection with any such

                              60
   threatened or actual claim, action, suit, proceeding or
   investigation, and in the event of any such threatened or
   actual claim, action, suit, proceeding or investigation
   (whether asserted or arising before or after the
   Effective Time (and including with respect to any matters
   occurring at the Effective Time)); (i) New Plan, and
   Excel after the Effective Time, shall promptly pay
   expenses in advance of the final disposition of any
   claim, suit, proceeding or investigation to each
   Indemnified Party to the full extent permitted by law,
   (ii) the Indemnified Parties may retain counsel
   satisfactory to them, provided such counsel is reasonably
   satisfactory to Excel, and New Plan, and Excel after the
   Effective Time, shall promptly pay all fees and expenses
   of such counsel for the Indemnified Parties after
   reasonably detailed statements therefor are received, and
   (iii) New Plan and Excel will use their respective
   reasonable best efforts to assist in the vigorous defense
   of any such matter; provided, that neither New Plan nor
   Excel shall be liable for any settlement effected without
   its prior written consent (which consent shall not be
   unreasonably withheld or delayed); and provided further
   that Excel shall have no obligation hereunder to any
   Indemnified Party when and if a court of competent
   jurisdiction shall ultimately determine, and such
   determination shall have become final and non-appealable,
   that indemnification of such Indemnified Party in the
   manner contemplated hereby is prohibited by applicable
   law.  The Indemnified Parties as a group may retain only
   one law firm to represent them with respect to any single
   action unless there is, under applicable standards of
   professional conduct, a conflict on any significant issue
   between the positions of any two or more Indemnified
   Parties.  Any Indemnified Party wishing to claim
   indemnification under this Section 7.12, upon learning of
   any such claim, action, suit, proceeding or
   investigation, shall notify New Plan and, after the
   Effective Time, Excel, thereof, provided that the failure
   to so notify shall not affect the obligations of New Plan
   or Excel except to the extent such failure to notify
   materially prejudices such party.

               (b)   Excel agrees that all rights to
   indemnification existing in favor, and all limitations on
   the personal liability, of the Indemnified Parties
   provided for in New Plan's Declaration or Trust or
   similar organizational documents as in effect as of the
   Effective Time with respect to matters occurring at or
   prior to the Effective Time are contract rights and shall
   survive the Merger and shall continue in full force and
   effect thereafter.






                              61
               (c)   From and after the Effective Time,
   Excel and the Surviving Trust shall and Excel shall cause
   the Surviving Trust to keep in effect provisions in their
   respective charters and Declaration of Trust providing
   for exculpation of director liability and indemnification
   of Trustees, directors, officers, employees and agents at
   New Plan to the extent that such persons are entitled
   thereto thereunder on the date hereof (or, if more
   favorable to such persons, at the Effective Time as
   contemplated by Articles 2 and 3 hereof), which
   provisions shall not be amended, repealed or otherwise
   modified for a period of six years after the Effective
   Time in any manner that would adversely affect the rights
   thereunder of any such individuals unless such
   modification is required by law.

               (d)   For a period of six years after the
   Effective Time, the Surviving Trust shall cause to be
   maintained in effect the current policies of directors'
   and officers' liability insurance maintained by New Plan
   (provided that the Surviving Trust may substitute
   therefor policies of at New Plan the same coverage and
   amounts containing terms and conditions which are no less
   advantageous) with respect to claims arising from facts
   or events which occurred before the Effective Time;
   provided, however, that in no event shall the Surviving
   Trust be required to expend pursuant to this Section
   7.12(b) more than an amount equal to 200% of current
   annual premiums paid by New Plan for such insurance.  In
   addition, Excel shall, from and after the Effective Time,
   carry directors' and officers' liability insurance which
   is no less favorable than the foregoing.

               (e)   In the event that Excel or the
   Surviving Trust or any of its respective successors or
   assigns (i) consolidates with or merges into any other
   person and shall not be the continuing or surviving
   corporation or entity of such consolidation or merger or
   (ii) transfers all or substantially all of its properties
   and assets to any person, then, and in each such case the
   successors and assigns of such entity shall assume the
   obligations set forth in this Section 7.12, which
   obligations are expressly intended to be for the
   irrevocable benefit of, and shall be enforceable by, each
   Indemnified Party.

               (f)   From and after the Effective Time,
   Excel guarantees all obligations of the Surviving Trust
   under this Section 7.12.  This Section 7.12 is intended
   to be for the benefit of, and to grant third party rights
   to, the Indemnified Parties, their heirs and personal
   representatives and shall be binding on Excel, the
   Surviving Trust and their respective representatives,
   successors and assigns.  Each of the Indemnified Parties
   shall be entitled to enforce the covenants contained in
   this Section 7.12 and Excel and the Surviving Trust each

                              62
   acknowledges and agrees that each Indemnified Party would
   suffer irreparable harm in the event of and that no
   adequate remedy at law exists for a breach of such
   covenants.

               (g)   To the extent reasonably requested by
   New Plan, (i) Excel will amend its Bylaws to make more
   favorable to the persons covered thereby the
   indemnification, exculpation and similar provisions of
   the Bylaws and (ii) if requested reasonably in advance of
   the effectiveness of the Form S-4, adopt and include on
   Schedule 3.1 and in the Excel Charter Amendment,
   amendments to the Charter to make more favorable to the
   persons covered thereby the indemnification, exculpation
   and similar provisions of the Charter.

         7.13. Employees.

               (a)   Subject to considerations relating to
   the particular geographic region in which the employee is
   located, it is the intent of the parties hereto that the
   employees of New Plan employed by the Surviving Trust
   after the Effective Time (the "Former New Plan
   Employees") shall in general receive credit with respect
   to each employee benefit plan, program, policy or
   arrangement of the Surviving Trust or Excel, for service
   with New Plan or any of its Subsidiaries (as applicable)
   for purposes of determining eligibility to participate
   (including waiting periods, and without being subject to
   any entry date requirement after the waiting period has
   been satisfied), vesting (as applicable) and entitlement
   to benefits. 

               (b)   For purposes of this Section 7.13, the
   term "employees" shall mean all current employees of New
   Plan and its Subsidiaries (including those on disability
   or approved leave of absence, paid or unpaid).

         7.14. Reorganization.  Neither Excel nor New Plan
   nor any of their respective Subsidiaries or other
   Affiliates shall take any action, or omit to take any
   action if such action taken or such omission would
   jeopardize qualification of the Merger as a
   reorganization within the meaning of Section 368(a) of
   the Code.

         7.15. Advice of Changes.  Excel and New Plan shall
   each promptly advise the other party orally and in
   writing to the extent it has knowledge of any change or
   event having, or which, insofar as can reasonably be
   foreseen, could reasonably be expected to have a New Plan
   Material Adverse Effect or Excel Material Adverse Effect,
   as the case may be, or a material adverse effect on the
   ability of the conditions set forth in Article 8 to be
   satisfied; provided, however, that no such notification
   shall affect the representations, warranties, covenants

                              63
   or agreements of the parties (or remedies with respect
   thereto) or the conditions to the obligations of the
   parties under this Agreement.

         7.16. REIT Status.  Notwithstanding anything to the
   contrary set forth in this Agreement, nothing in this
   Agreement shall prohibit New Plan or Excel from taking,
   and New Plan and Excel hereby agree, respectively, to
   take any action at any time or from time to time that in
   the reasonable judgment of the Board of Trustees of New
   Plan or Board of Directors of Excel, as the case may be,
   upon advice of counsel, is legally necessary for New Plan
   or Excel, as the case may be, to maintain its
   qualification as REIT or to eliminate or reduce income or
   excise taxes under Sections 856-860 and 4981 of the Code
   (and similar provisions of state or local tax law) for
   any period or portion thereof ending on or prior to the
   Effective Time, including without limitation, making
   dividend or distribution payments to shareholders of New
   Plan or stockholders of Excel, as the case may be. 
   Following the Merger, Excel shall use its best efforts to
   take any such actions as may be necessary to maintain New
   Plan's status as a REIT for any period or portion thereof
   ending on or prior to the Effective Time (including,
   without limitation, the mailing of stockholder demand
   letters as required by Treasury Regulations Section
   1.857-8).

         7.17. Governance. Excel's Board of Directors shall
   take all action necessary to cause the number of
   directors comprising the Board of Directors of Excel at
   the Effective Time to be increased by eight Directors to
   a total of fifteen Directors and shall take all such
   action necessary to cause the Trustees of New Plan
   immediately prior to the Effective Time to be selected as
   Directors of Excel at the Effective Time in accordance
   with Section 3.1 and Schedule 3.1.  Prior to the Merger,
   the Board of Directors of Excel will designate a four-
   person Investment Committee which, as of the Effective
   Time, will consist of the four Directors with an (I) next
   to their names in Schedule 3.1.  Under Excel's Bylaws as
   in effect at the Effective Time, subject to the
   requirements of Board of Directors or stockholder
   approval for certain matters under the MGCL, the
   Investment Committee will have the power and authority
   (i) but only by the consent of at least three members, to
   approve on behalf of Excel any acquisition or disposition
   with a purchase price (taking into account purchase money
   financing and assumption of existing mortgage
   indebtedness) of less than five percent (5%) of the total
   assets (before accumulated depreciation and amortization)
   of Excel and its consolidated Subsidiaries determined in
   accordance with generally accepted accounting principles
   at the time such transaction is entered into and (ii)
   also to approve any such transaction in an amount in
   excess of five percent (5%), but less than ten percent

                              64
   (10%), of total assets (before accumulated depreciation
   and amortization) of Excel and its consolidated
   subsidiaries, determined in accordance with generally
   accepted accounting principles, by the consent of all
   four members of the Investment Committee and two
   additional members of the Board of Directors of Excel. 
   Any such foregoing consent shall be valid whether or not
   it is obtained at a formal meeting.  The Investment
   Committee shall not have the power or authority to
   approve any refinancing, unsecured financing or new
   financing, other than purchase money financing or debt
   assumed as described above.  At the Effective Time, Sabin
   shall be appointed to serve as Chairman of the Investment
   Committee.  In addition, all committee members of Excel
   committees, other than as contemplated with respect to
   the Investment Committee as contemplated above, shall
   resign or be removed as of the Effective Time.

         7.18. Corporate Headquarters.  The Surviving Trust
   and Excel will have their corporate headquarters in New
   York, New York, with operational headquarters in both New
   York, New York, and San Diego, California, following the
   Merger.  The office of the Chairman and Chief Executive
   Officer will be located in New York, New York.

         7.19. Amendments to Excel DRIP. The Board of
   Directors of Excel will take all action necessary in
   accordance with applicable law to cause the following to
   occur with respect to the Excel Dividend Reinvestment
   Plan (the "Excel DRIP"): (a) file and have declared
   effective at or prior to the Effective Time a
   registration statement (the "DRIP Registration
   Statement") covering the issuance and sale of 5,000,000
   shares of Excel Common Stock under the Excel DRIP as
   amended in accordance with this Section 7.19; (b) include
   with the letter of transmittal sent pursuant to Section
   4.2 hereof, the prospectus included in the DRIP
   Registration Statement for the Excel DRIP as so amended
   and an enrollment form with instructions as to how to
   become a participant in the Excel DRIP; (c) amend the
   Excel DRIP to (i) provide that at the time of
   effectiveness of the DRIP Registration Statement all
   dividends reinvested shall be reinvested as new shares of
   Excel at 95% of the market price as defined in the New
   Plan DRIP and (ii) permit any participants in the Excel
   DRIP to purchase shares of Excel Common Stock at 100% of
   "market value" as so defined and as is currently provided
   as to New Plan Common Shares in the New Plan DRIP
   (collectively (i) and (ii), the "Excel DRIP Amendments").

         7.20. Legacy Arrangements. Excel shall use its
   reasonable best efforts to enter into, and cause Legacy
   to enter into as soon as reasonably practical but not
   later than June 1, 1998: (i) an amendment to the
   Administrative Services Agreement dated March 31, 1998
   substantially in the form of Exhibit D-1 hereto (the

                              65
   "Legacy Services Amendments"), and (ii) an agreement
   between Excel and Legacy with respect to the matters set
   forth as Exhibit D-2 hereto in form and substance
   reasonably satisfactory to New Plan (the "Legacy
   Agreement").

         7.21. Consulting Agreement.  Excel shall enter into
   a consulting agreement with William Newman to become
   effective as of the Effective Time which shall contain
   the terms set forth on Exhibit E hereto and such other
   terms not inconsistent therewith which are reasonably
   acceptable to Excel and Mr. Newman (the "Newman
   Consulting Agreement").

         7.22. No Sale Agreements.  New Plan and Excel shall
   each use their respective reasonable best efforts to
   obtain from their respective executive officers and
   directors an agreement in favor of Excel, effective as of
   the Effective Time, restricting their right to sell their
   respective shares of Excel Common Stock, including shares
   received in the Merger, for a period of 180 days
   following the Effective Time in a form reasonably
   acceptable to New Plan and Excel.

         7.23. Dividends.  Excel and New Plan agree that it
   will be the policy of the Board of Directors of Excel
   effective as of the Effective Time subject to the
   exercise of its fiduciary duties to the Excel
   stockholders under applicable law that cash dividends on
   the Excel Common Stock for the first year following the
   Effective Time will be payable at the annual rate equal
   to the greater of (a) $1.60 with anticipated minimum
   increases of $.0025 per share per quarter until the
   current quarterly dividend (expressed as an annual rate)
   is $1.67 per share and (b) the amount necessary to
   maintain Excel's status as a REIT and to avoid or reduce
   income and excise taxes under the Code (and similar
   provisions of state and local tax law).

         7.24. Executive Employment Agreements.  New Plan
   and Excel shall, each acting reasonably, establish the
   terms of employment with Excel and the Surviving Trust
   following the Effective Time of such of their respective
   officers as are jointly agreed by New Plan and Excel;
   such terms will be reflected in written employment
   agreements substantially in the form of composite Exhibit
   F hereto, provided, however, that the level of salary and
   bonus for any such individual will not be less than his
   salary as of the date hereof and last year's bonus,
   respectively.  New Plan and Excel each acting reasonably
   shall establish the fringe benefits for all such
   individuals which are consistent in the aggregate with
   the fringe benefits currently enjoyed by such individuals
   as a group.  The provisions of this Section 7.24 do not
   apply to Laubich or Sabin whose employment arrangements
   are set forth on Exhibit A-1 and A-2 hereto.

                              66
         7.25. Certain Agreements.  Without the prior
   written consent of New Plan, Excel shall not amend, waive
   or fail to fully enforce any provision of or permit or
   suffer to occur any activity prohibited by, the Support
   Agreement or Legacy Intercompany Amendment.

                          ARTICLE 8.
                          CONDITIONS

         8.1.  Conditions to Each Party's Obligation to
   Effect the Merger.  The respective obligation of each
   party to effect the Merger and the other transactions
   contemplated hereby to occur at the Effective Time shall
   be subject to the fulfillment on or prior to the
   Effective Time of the following conditions, any or all of
   which may be waived, in whole or in part, by the parties
   hereto, to the extent permitted by applicable law:

               (a)   This Agreement and the transactions
   contemplated hereby shall have been approved by the New
   Plan Required Vote, with respect to the Merger and Trust
   Amendments, and by the Excel Required Vote, with respect
   to the Excel Stockholder Matters.

               (b)   None of the parties hereto shall be
   subject to any order, ruling or injunction of a court of
   competent jurisdiction, and there shall not have been
   enacted any statute or regulation, which prohibits or
   makes illegal the consummation of the transactions
   contemplated by this Agreement.  In the event any such
   order, ruling or injunction shall have been issued, each
   party agrees to use its reasonable efforts to have any
   such order, ruling or injunction lifted, stayed or
   reversed.

               (c)   The Form S-4 shall have become
   effective and all necessary state securities law or "Blue
   Sky" permits or approvals required to carry out the
   transactions contemplated by this Agreement shall have
   been obtained and no stop order with respect to any of
   the foregoing shall be in effect and no proceedings for
   that purpose shall have been initiated or, to the
   knowledge of Excel or New Plan, threatened by the SEC.

               (d)   Excel shall have obtained the approval
   for the listing of the Excel Common Stock and Excel
   Series D Depositary Shares issuable in the Merger or upon
   exercise of the New Plan Options assumed by Excel
   hereunder, in each case on the NYSE, subject to official
   notice of issuance.

               (e)   All consents, authorizations, order and
   approvals of (or filings of registrations with) any
   governmental commission, board, other regulatory body or
   third parties required in connection with the execution,
   delivery and performance of this Agreement shall have

                              67
   been obtained or made, except for filings in connection
   with the Merger and any other documents required to be
   filed after the Effective Time and except where the
   failure to have obtained or made any such consent,
   authorization, order, approval, filing or registration
   would not have been material adverse effect on the
   business, results of operations or financial condition of
   Excel or New Plan (together with their respective
   Subsidiaries), taken as a whole, following the Effective
   Time.

         8.2.  Conditions to Obligations of New Plan to
   Effect the Merger.  The obligation of New Plan to effect
   the Merger and the other transactions contemplated hereby
   to occur at the Effective Time shall be subject to the
   fulfillment at or prior to the Effective Time of the
   following conditions, unless waived by New Plan:

               (a)   Excel shall have performed in all
   material respects its covenants and agreements contained
   in this Agreement required to be performed at or prior to
   the Effective Time and the representations and warranties
   of Excel contained in this Agreement that are qualified
   as to an Excel Material Adverse Effect shall be true and
   correct and any of such representations and warranties
   that are not so qualified shall be true and correct
   except where the failure to be so true and correct
   individually or in the aggregate would not have an Excel
   Material Adverse Effect, in each case, as of the
   Effective Time as if made as of the Effective Time
   (except to the extent that the representation or warranty
   is expressly limited by its terms to another date), and
   New Plan shall have received a certificate of the
   President or a Vice President of Excel on behalf of
   Excel, dated the Closing Date, certifying to such effect.

               (b)   New Plan shall have received the
   opinion dated the Closing Date of Altheimer & Gray or
   another nationally recognized law firm selected by New
   Plan, to the effect that the Merger will be treated for
   Federal income tax purposes as a reorganization within
   the meaning of Section 368(a) of the Code, and that New
   Plan and Excel will each be a party to that
   reorganization within the meaning of Section 368(b) of
   the Code.  In rendering its opinion such firm may rely on
   representations of New Plan, Excel and others.  Excel and
   its counsel shall cooperate with such firm in its
   investigation as to factual matters.

               (c)   New Plan shall have received the
   opinion of Latham & Watkins dated the Closing Date, to
   the effect that, commencing with its taxable year ended
   December 31, 1993, Excel was organized in conformity with
   the requirements for qualification and taxation as a REIT
   under Section 856 of the Code, and its method of
   operation has enabled it and will enable it to continue

                              68
   to meet the requirements for qualification and taxation
   as a REIT under the Code.  In rendering its opinion,
   Latham & Watkins may rely on representations of Excel and
   others.

               (d)   New Plan shall have received the (i)
   opinion of Ballard Spahr Andrews & Ingersoll, LLP, which
   is acting as Maryland counsel to Excel, to the effect
   that assuming due authorization and approval of the
   Merger and the Articles of Merger by New Plan and its
   shareholders, the effectiveness of the Merger under
   Massachusetts law and other matters customarily assumed
   in opinions with respect to transactions such as the
   Merger, upon filing of the Articles of Merger with the
   SDAT, the Merger will be effective as a matter of
   Maryland law, and as to such other matters of Maryland
   law as are customary in a transaction such as the Merger
   and (ii) the opinion of Goodwin, Procter & Hoar, LLP,
   which is acting as Massachusetts counsel to New Plan to
   the effect that, assuming the due authorization and
   approval of the Merger and the Articles of Merger by
   Excel and by Sub, the effectiveness of the Merger under
   Maryland law and other matters customarily assumed in
   opinions with respect to transactions such as the Merger,
   upon filing of the Certificate of Amendment and Merger
   with the Secretary of the Commonwealth of Massachusetts
   in accordance with this Agreement, the Merger will be
   effective under the Declaration of Trust of New Plan and
   Massachusetts law, and as to such other matters of
   Massachusetts law as are customary in a transaction such
   as the Merger.

               (e)   New Plan shall have received a
   "comfort" letter from Coopers & Lybrand L.L.P., dated the
   Closing Date, with respect to the financial statements of
   Excel included in the Proxy Statement/Prospectus,
   substantially in the form described in Section 7.4.

               (f)   From the date of this Agreement through
   the Effective Time, there shall not have occurred any
   change in the financial condition, business or operations
   of Excel and its Subsidiaries, taken as a whole, that
   would have or would be reasonably likely to have an Excel
   Material Adverse Effect other than any such change that
   results from a decline or deterioration in general
   economic conditions or in conditions in the real estate
   markets in which either New Plan or Excel operate and
   that affects both New Plan and Excel in a substantially
   similar manner.

               (g)   The Charter of Excel shall have been
   amended as provided in Section 3.1 hereof, and the Bylaws
   of Excel shall have been amended as provided in Section
   3.2 hereof, and such amendments shall be in full force
   and effect.


                              69
               (h)   The Board of Directors of Excel shall
   have been reconstituted as provided in Section 3.3 hereof
   and the officers of Excel shall have been appointed in
   accordance with Section 3.4 hereof.

               (i)   Sabin shall be serving as President of
   Excel as of the Effective Time in accordance with the
   Employment Agreement attached as Exhibit A-2 hereto.

               (j)   Excel shall have executed and delivered
   the Newman Consulting Agreement.

               (k)   The Excel DRIP Amendments shall be
   effective, the Legacy Intercompany Amendment shall have
   remained in full force and effect without waiver or
   modification of any of its provisions and the Legacy
   Services Amendment and Legacy Agreement shall each have
   been executed and delivered by Excel and Legacy and be in
   full force and effect.


         8.3.  Conditions to Obligation of Excel to Effect
   the Merger.  The obligations of Excel to effect the
   Merger and the transactions contemplated hereby to occur
   at the Effective Time shall be subject to the fulfillment
   at or prior to the Effective Time of the following
   conditions, unless waived by Excel:

               (a)   New Plan shall have performed in all
   material respects its covenants and agreements contained
   in this Agreement required to be performed at or prior to
   the Effective Time and the representations and warranties
   of New Plan contained in this Agreement that are
   qualified as to a New Plan Material Adverse Effect shall
   be true and correct and any such representations and
   warranties that are not so qualified shall be true and
   correct except where the failure to be true and correct
   individually or in the aggregate would not have a New
   Plan Material Adverse Effect in each case, as of the
   Effective Time as if made as of the Effective Time
   (except to the extent that the representation or warranty
   is expressly limited by its terms to another date), and
   Excel shall have received a certificate of the President
   or a Vice President of New Plan, on behalf of New Plan,
   dated the Closing Date, certifying to such effect.

               (b)   Excel shall have received the opinion
   dated the Closing Date of Latham & Watkins or another
   nationally recognized law firm selected by Excel, to the
   effect that the Merger will be treated for Federal income
   tax purposes as a reorganization within the meaning of
   Section 368(a) of the Code, and that Excel and New Plan
   will each be a party to that reorganization within the
   meaning of Section 368(b) of the Code.  In rendering its
   opinion such firm may rely on representations of New
   Plan, Excel and others.  New Plan and its counsel shall

                              70
   cooperate with such firm in its investigation as to
   factual matters.

               (c)   Excel shall have received the opinion
   of Altheimer & Gray dated the Closing Date, to the effect
   that, commencing July 31, 1993, New Plan was organized in
   conformity with the requirements for qualification and
   taxation as a REIT under Section 856 of the Code, and its
   method of operation has enabled it to meet the
   requirements for qualification and taxation as a REIT
   under the Code.  In rendering its opinion, Altheimer &
   Gray may rely on representations of New Plan and others.

               (d)   Excel shall have received the opinion
   of Ballard Spahr Andrews & Ingersoll, LLP, which is
   acting as Maryland counsel to Excel, to the effect that
   assuming due authorization and approval of the Merger and
   the Articles of Merger by New Plan and its shareholders,
   the effectiveness of the Merger under Massachusetts law
   and other matters customarily assumed in opinions with
   respect to transactions such as the Merger, upon filing
   of the Articles of Merger with the SDAT, the Merger will
   be effective as a matter of Maryland law, and as to such
   other matters of Maryland law as are customary in a
   transaction such as the Merger.

               (e)   Excel shall have received a "comfort"
   letter from Coopers & Lybrand L.L.P., dated the Closing
   Date, with respect to the financial statements of New
   Plan included in the Proxy Statement/Prospectus,
   substantially in the form described in Section 7.4.

               (f)   From the date of this Agreement through
   the Effective Time, there shall not have occurred any
   change in the financial condition, business or operations
   of New Plan and its Subsidiaries, taken as a whole, that
   would have or would be reasonably likely to have a New
   Plan Material Adverse Effect other than any such change
   that results from a decline or deterioration in general
   economic conditions or in conditions in the real estate
   markets in which either New Plan or Excel operate and
   that affects both New Plan and Excel in a substantially
   similar manner.

                          ARTICLE 9.
                          TERMINATION

         9.1.  Termination by Mutual Consent.  This
   Agreement may be terminated and the Merger may be
   abandoned at any time prior to the Effective Time, before
   or after the New Plan Shareholders Meeting or Excel
   Stockholders Meeting by the mutual written consent of
   Excel and New Plan.

         9.2.  Termination by Either Excel or New Plan. 
   This Agreement may be terminated and the Merger may be

                              71
   abandoned by action of the Board of Trustees of New Plan
   or the Board of Directors of Excel before or after the
   New Plan Shareholders Meeting or Excel Stockholders
   Meeting if:

               (a)   the Merger shall not have been
   consummated by December 31, 1998 provided however that
   the right to terminate this Agreement under this clause
   (a) shall not be available to the party whose failure to
   fulfill any covenant or other obligation under this
   Agreement has caused the failure of the Merger to occur
   on or before such date; or 

               (b)   a meeting of New Plan's shareholders
   shall have been duly convened and held and the approval
   of New Plan's shareholders required by Section 8.1(a)
   shall not have been obtained at such meeting or at any
   adjournment thereof; or

               (c)   a meeting of Excel's stockholders shall
   have been duly convened and held and the approval of
   Excel's stockholders required by Section 8.1(a) shall not
   have been obtained at such meeting or at any adjournment
   thereof; or

               (d)   a United States federal or state court
   of competent jurisdiction or United States federal or
   state governmental, regulatory or administrative agency
   or commission shall have issued an order, decree or
   ruling or taken any other action permanently restraining,
   enjoining or otherwise prohibiting the Merger and such
   order, decree, ruling or other action shall have become
   final and non-appealable, provided, that the party
   seeking to terminate this Agreement pursuant to this
   clause (d) shall have used its best efforts to remove or
   appeal such order, decree, ruling or injunction or there
   shall have been enacted any statute or regulation which
   makes consummation of the Merger illegal.

         9.3.  Termination by New Plan.  This Agreement may
   be terminated and the Merger may be abandoned at any time
   prior to the Effective Time, before or after the New Plan
   Shareholders Meeting, by action of the Board of Trustees
   of New Plan:

               (a)   in accordance with Section 7.1(b);
   provided, however, that in order for the termination of
   this Agreement pursuant to this Section 9.3(a) to be
   deemed effective, New Plan shall have complied with all
   provisions contained in Section 7.1, including the
   payment of all amounts due under Section 9.5; or 

               (b)   if Excel shall knowingly and materially
   breach Section 7.2, including as a result of any action
   by the persons or entities referred to in the first
   sentence of Section 7.2(a); or 

                              72
               (c)   if there has been a breach by Excel of
   any representation or warranty contained in this
   Agreement which is qualified by Excel Material Adverse
   Effect or if not so qualified which individually or in
   the aggregate with any such other breaches, would have or
   would be reasonably likely to have an Excel Material
   Adverse Effect, which breach is not curable or, if
   curable, is not cured within ten (10) business days after
   written notice of such breach is given by New Plan to
   Excel; or

                (d)  if there has been a material breach of
   any of the covenants or agreements set forth in this
   Agreement on the part of Excel, which breach is not
   curable or, if curable, is not cured within ten (10)
   business days after written notice of such breach is
   given by New Plan to Excel; or

               (e)   if Sabin shall not be serving as both
   the Chairman and Chief Executive Officer of Excel.

   Notwithstanding the foregoing, any termination pursuant
   to Section 9.3(a) shall only be effective if,
   simultaneously with such termination, all sums, if any,
   that New Plan is required to pay to Excel or deposit with
   the escrow agent pursuant to Section 9.5 have been paid
   or deposited in immediately available funds.

         9.4.  Termination by Excel.  This Agreement may be
   terminated and the Merger may be abandoned at any time
   prior to the Effective Time, before or after the approval
   by the Excel Stockholders Meeting, by action of the Board
   of Directors of Excel: 

               (a)   in accordance with Section 7.2(b);
   provided, however, that in order for the termination of
   this Agreement pursuant to this Section 9.4(a) to be
   deemed effective, Excel shall have complied with all
   provisions contained in Section 7.2, including the
   payment of all amounts due under Section 9.5; or 

               (b)   if New Plan shall knowingly and
   materially breach Section 7.1, including as a result of
   any action by the person or entities referred to in the
   first sentence of Section 7.1(a); or 

               (c)   if there has been a breach by New Plan
   of any representation or warranty contained in this
   Agreement which is qualified as to New Plan Material
   Adverse Effect or if not so qualified which individually
   or in the aggregate with any such other breaches, would
   have or would be reasonably likely to have a New Plan
   Material Adverse Effect, which breach is not curable or,
   if curable, is not cured within ten (10) business days
   after written notice of such breach is given by Excel to
   New Plan; or

                              73
               (d)   if there has been a material breach of
   any of the covenants or agreements set forth in this
   Agreement on the part of New Plan, which breach is not
   curable or, if curable, is not cured within ten (10)
   business days after written notice of such breach is
   given by Excel to New Plan.

   Notwithstanding the foregoing, any termination pursuant
   to Section 9.4(a) shall only be effective if,
   simultaneously with such termination, all sums, if any,
   that Excel is required to pay to New Plan or deposit with
   the escrow agent pursuant to Section 9.5 have been paid
   or deposited in immediately available funds.

         9.5.  Certain Fees and Expenses Upon Effect of
   Termination and Abandonment.

               (a)   If this Agreement shall be terminated
   (i) pursuant to Section 9.3(a) or 9.4(b), then New Plan
   will pay Excel (provided New Plan was not entitled to
   terminate this Agreement at the time of such termination)
   a fee equal to the Break-up Fee (as defined below) or
   (ii) pursuant to Section 9.4(c) or 9.4(d), then New Plan
   will pay Excel (provided New Plan was not entitled to
   terminate this Agreement at the time of such termination)
   an amount equal to the Break-Up Expenses (as defined
   below).

               (b)   If this Agreement shall be terminated
   (i) pursuant to Section 9.4(a) or 9.3(b), then Excel will
   pay New Plan (provided Excel was not entitled to
   terminate this Agreement at the time of such termination)
   a fee equal to the Break-up Fee or (ii) pursuant to
   Sections 9.3(c) or 9.3(d), then Excel will pay New Plan
   (provided Excel was not entitled to terminate this
   Agreement at the time of such termination) an amount
   equal to the Break-Up Expenses.

               (c)   If the Merger is not consummated (other
   than due to the termination of this Agreement pursuant to
   Section 9.1, 9.2(c) or 9.3(b) or Excel's failure to
   perform its obligations under this Agreement in such a
   manner so as to entitle New Plan to terminate this
   Agreement pursuant to Section 9.3(c) or 9.3(d)) and at
   the time of the termination of this Agreement a New Plan
   Takeover Proposal has been received by New Plan, and
   either prior to the termination of this Agreement or
   within twelve (12) months thereafter New Plan enters into
   any written New Plan Acquisition Agreement which is
   subsequently consummated (whether or not such New Plan
   Acquisition Agreement is related to the New Plan Takeover
   Proposal which had been received at the time of the
   termination of this Agreement), then New Plan shall pay
   the Break-Up Fee to Excel.  If the Merger is not
   consummated (other than due to the termination of this
   Agreement pursuant to Section 9.1, 9.2(b) or 9.4(b) or

                              74
   New Plan's failure to perform its obligations under this
   Agreement in such a manner so as to entitle Excel to
   terminate this Agreement pursuant to Section 9.4(c) or
   9.4(d)) and at the time of the termination of this
   Agreement an Excel Takeover Proposal has been received by
   Excel, and either prior to the termination of this
   Agreement or within twelve (12) months thereafter Excel
   enters into any written Excel Acquisition Agreement which
   is subsequently consummated (whether or not such Excel
   Acquisition Agreement is related to the Excel Takeover
   Proposal which had been received at the time of the
   termination of this Agreement), then Excel shall pay the
   Break-Up Fee to New Plan.  Any and all amounts to be paid
   pursuant to this Section 9.5 shall be paid, except as
   provided in 9.5(d), by New Plan to Excel or Excel to New
   Plan (as applicable), immediately upon the occurrence of
   the event giving rise to such fee in immediately
   available funds.

               (d)   As used in this Agreement, "Break-Up
   Fee" shall be an amount equal to the lesser of (i)
   $32,500,000 plus Break-Up Expenses (the "Base Amount")
   and (ii) the maximum amount that can be paid to Excel or
   New Plan, as applicable, without causing it to fail to
   meet the requirements of Sections 856(c)(2) and (3) of
   the Code ("the REIT Income Requirements") determined as
   if the payment of such amount did not constitute income
   described in Sections 856(c)(2) and 856(c)(3) of the Code
   ("Qualifying Income"), as determined by independent
   accountants to the party hereto which becomes entitled to
   the Break-Up Fee (the "Fee Recipient").  Notwithstanding
   the foregoing, in the event the Fee Recipient receives a
   letter from outside counsel (the "Break-Up Fee Tax
   Opinion") or ruling from the IRS (the "IRS Fee Ruling")
   to the effect that the Fee Recipient's receipt of the
   Base Amount would either constitute Qualifying Income or
   would otherwise not cause the Fee Recipient to fail to
   meet the REIT Income Requirements, the Break-Up Fee shall
   be an amount equal to the Base Amount and shall be
   payable in full within three business days after receipt
   of such opinion or IRS Ruling.  The obligation of the
   party required to pay the Break-Up Fee to pay any unpaid
   portion of the Break-Up Fee not payable by reason of
   clause (ii) above shall terminate five years from the
   date of this Agreement.  In the event that the Fee
   Recipient is not able to receive the full Base Amount by
   reason of clause (ii), the other party shall place the
   unpaid portion of the Base Amount in escrow by wire
   transfer within three days of termination (except as
   otherwise provided in Section 9.3), and the escrow agent
   shall not release any portion thereof to the Fee
   Recipient, and such portion shall not be payable, except
   in accordance with, and unless and until the other party
   receives, either one or a combination of the following: 
   (iii) a letter from the Fee Recipient's independent
   accountants indicating the maximum amount that can be

                              75
   paid at that time to the Fee Recipient without causing
   the Fee Recipient to fail to meet the REIT Income
   Requirements or (iv) a Break-Up Fee Tax Opinion or IRS
   Fee Ruling, in either of which events the escrow agent or
   the other party shall pay to the Fee Recipient the lesser
   of the unpaid portion of the Base Amount or in the case
   of clause (iii), the maximum amount stated in the letter
   referred to in clause (iii) above.  Each of New Plan and
   Excel agrees to amend this Section 9.5 at the request of
   the Fee Recipient in order to (x) maximize the portion of
   the Base Amount that may be paid to the Fee Recipient
   hereunder without causing the Fee Recipient to fail to
   meet the REIT Income Requirements or (y) improve the Fee
   Recipient's chances of securing a Break-Up Fee Tax
   Opinion or IRS Fee Ruling, provided that no such
   amendment may result in any additional cost or expense to
   the other party other than reasonable attorneys' fees. 
   Amounts remaining in escrow after the obligation of a
   party to pay the Break-Up Fee is satisfied or otherwise
   terminates shall be released to the party making such
   escrow deposit.

               (e)   The "Break-Up Expenses" payable to
   Excel or New Plan, as the case may be (the "Expenses
   Recipient"), shall be an amount equal to the lesser of
   (i) $2,500,000 and (ii) the maximum amount that can be
   paid to the Expenses Recipient without causing it to fail
   to meet the REIT Income Requirements determined as if the
   payment of such amount did not constitute Qualifying
   Income, as determined by independent accountants to the
   Expenses Recipient.  Notwithstanding the foregoing, in
   the event the Expenses Recipient receives a letter from
   outside counsel (the "Break-Up Expenses Tax Opinion") or
   a ruling from the IRS (the "IRS Expense Ruling") to the
   effect that the Expenses Recipient's receipt of the
   Break-Up Expenses would either constitute Qualifying
   Income or would otherwise not cause the Expenses
   Recipient to fail to meet the REIT Income Requirements,
   the Break-Up Expenses shall be determined without regard
   to clause (ii) above.  The obligation of Excel or New
   Plan, as applicable ("Payor"), to pay any unpaid portion
   of the Break-Up Expenses not payable by reason of clause
   (ii) above shall terminate five years from the date of
   this Agreement.  In the event that the Expenses Recipient
   is not able to receive the full Break-Up Expenses by
   reason of clause (ii) above, the Payor shall place the
   unpaid amount of the Break-Up Expenses in escrow, and the
   escrow agent shall not release any portion thereof to the
   Expenses Recipient, and such portion shall not be
   payable, except in accordance with, and unless and until
   the Payor receives any one or a combination of the
   following:  (iii) a letter from the Expenses Recipient's
   independent accountants indicating the maximum amount
   that can be paid at that time to the Expenses Recipient
   without causing the Expenses Recipient to fail to meet
   the REIT Income Requirements or (iv) a Break-Up Expenses

                              76
   Tax Opinion or IRS Expense Ruling, in either of which
   events the escrow agent or the Payor shall pay to the
   Expenses Recipient the lesser of the unpaid Break-Up
   Expenses or, in the case of clause (iii), the maximum
   amount stated in the letter referred to in clause (iii)
   above.  Amounts remaining in escrow after the obligation
   of a party to pay the Break-Up Expenses is satisfied or
   otherwise terminates shall be released to the party
   making such escrow deposit.

               (f)   In the event of termination of this
   Agreement and the abandonment of the Merger pursuant to
   this Article 9, this Agreement shall forthwith become
   void without any liability hereunder and all obligations
   of the parties hereto shall terminate, except the
   obligations of the parties pursuant to this Section 9.5
   and Section 7.12 and except for the provisions of
   Sections 10.3, 10.4, 10.5, 10.6, 10.7, 10.9, 10.10,
   10.13, and 10.14, provided that nothing in this paragraph
   (f) shall relieve any party from liability for a wilful
   and material breach of this Agreement.  In the event
   either party is required to file suit to seek all or a
   portion of the Break-up Fee and/or Break-up Expenses, and
   it ultimately succeeds, it shall be entitled to all
   expenses, including attorneys' fees and expenses, which
   it has incurred in enforcing its rights hereunder.

         9.6.  Investigation.  The right of any party hereto
   to terminate this Agreement pursuant to this Article 9
   shall remain operative and in full force and effect
   regardless of any investigation made by or on behalf of
   any party hereto, any person controlling any such party
   or any of their respective employees, officers, trustees,
   directors, agents, representatives or advisors, whether
   prior to or after the execution of this Agreement.










                              77 
 
                          ARTICLE 10.
                      GENERAL PROVISIONS

         10.1. Nonsurvival of Representations, Warranties
   and Agreements.  All representations, warranties and
   agreements in this Agreement or in any instrument
   delivered pursuant to this Agreement shall terminate as
   of the Effective Time and shall not survive the Merger;
   provided, however, that the agreements contained in
   Article 4, the penultimate sentence of Section 7.5 and
   Sections 7.10, 7.12 and 7.13, and this Article 10 shall
   survive the Merger and nothing herein contained shall
   limit any covenant or agreement which contemplates
   performance at or after the Effective Time.

         10.2. Notices.  Any notice required to be given
   hereunder shall be in writing and shall be sent by
   facsimile transmission (confirmed by any of the methods
   that follow), overnight courier service (with proof of
   service), hand delivery or certified or registered mail
   (return receipt requested and first-class postage
   prepaid) and addressed as follows:

   If to Excel:        Gary B. Sabin
                       Chairman and Chief Executive Officer
                       Excel Realty Trust, Inc.
                       1955 Via Del Campo, Suite 110
                       San Diego, California 92127
                       Facsimile: (619) 485-8530

   With a copy to:     Scott N. Wolfe, Esq.
                       Latham & Watkins
                       701 "B" Street, Suite 2100
                       San Diego, CA  92101
                       Facsimile: (619) 696-7419

   If to New Plan:     Arnold Laubich
                       President and Chief Executive Officer
                       New Plan Realty Trust
                       1120 Avenue of the Americas
                       New York, New York 10036
                       Facsimile: (212) 869-9585

   With a copy to:     Norman M. Gold, Esq.
                       Altheimer & Gray
                       10 South Wacker Dr., Suite 4000
                       Chicago, IL  60606
                       Facsimile:  (312) 715-4800

   or to such other address as any party shall specify by
   written notice so given, and such notice shall be deemed
   to have been delivered as of the date so delivered or
   delivery is refused.

         10.3.  Assignment; Binding Effect; Benefit. 
   Neither this Agreement nor any of the rights, interests

                              78
   or obligations hereunder shall be assigned by any of the
   parties hereto (whether by operation of law or otherwise)
   without the prior written consent of the other parties. 
   Subject to the preceding sentence, this Agreement shall
   be binding upon and shall inure to the benefit of the
   parties hereto and their respective successors and
   assigns.  Notwithstanding anything contained in this
   Agreement to the contrary, except for the provisions of
   Article 9 and Sections 7.12, 7.13, and 7.24
   (collectively, the "Third Party Provisions"), nothing in
   this Agreement, expressed or implied, is intended to
   confer on any person other than the parties hereto or
   their respective heirs, successors, executors,
   administrators and assigns any rights, remedies,
   obligations or liabilities under or by reason of this
   Agreement.  The Third Party Provisions may be enforced by
   the beneficiaries thereof.

         10.4.  Entire Agreement.  This Agreement, the
   Exhibits, the New Plan Disclosure Letter and the Excel
   Disclosure Letter and any documents delivered by the
   parties in connection herewith constitute the entire
   agreement among the parties with respect to the subject
   matter hereof and supersede all prior agreements and
   understandings among the parties with respect thereto. 
   No addition to or modification of any provision of this
   Agreement shall be binding upon any party hereto unless
   made in writing and signed by all parties hereto except
   that the Confidentiality Agreement (as hereinafter
   defined) shall remain in effect and, except as
   inconsistent with the terms of this Agreement, shall be
   binding upon New Plan and Excel in accordance with its
   terms.

         10.5.  Confidentiality.  Except to the extent that
   any of the provisions of that certain confidentiality
   agreement dated March 26, 1998 between Excel and New Plan
   (the "Confidentiality Agreement") are inconsistent with
   this Agreement, in which case the terms of this Agreement
   shall govern and supersede such provisions, the parties
   hereto acknowledge and agree that the Confidentiality
   Agreement remains in full force and effect and shall
   survive any termination of this Agreement.

         10.6.  Amendment.  This Agreement may be amended by
   the parties hereto, by action taken by their respective
   Boards of Directors or Board of Trustees, at any time
   before or after receipt of the approvals to be obtained
   at the New Plan Shareholders Meeting or Excel
   Stockholders Meeting in accordance with this Agreement
   and prior to the filing of the Articles of Merger with
   the SDAT; provided, however, that after any such approval
   is obtained, no amendment shall be made which by law
   requires the further approval of stockholders or
   shareholders, as the case may be, without obtaining such
   further approval.  This Agreement may not be amended

                              79
   except by an instrument in writing signed on behalf of
   each of the parties hereto.

         10.7.  Governing Law.  This Agreement shall be
   governed, by and construed in accordance with the laws of
   the State of New York without regard to its rules of
   conflict of laws, except that the validity of the Merger
   shall be governed by the MGCL in the case of Excel and
   Sub, and by Massachusetts law in the case of New Plan. 
   Each of New Plan, Sub and Excel hereby irrevocably and
   unconditionally consents to submit to the exclusive
   jurisdiction of the courts of the State of New York and
   of the United States of America located in the State of
   New York (the "New York Courts") for any litigation
   arising out of or relating to this Agreement and the
   transactions contemplated hereby (and agrees not to
   commence any litigation relating thereto except in such
   courts), waives any objection to the laying of venue of
   any such litigation in the New York Courts and agrees not
   to plead or claim in any New York Court that such
   litigation brought therein has been brought in an
   inconvenient forum.  The parties hereby waive any right
   to trial by jury in connection with this Agreement and
   the transactions contemplated hereby.

         10.8.  Counterparts.  This Agreement may be
   executed by the parties hereto in separate counterparts,
   each of which when so executed and delivered shall be an
   original, but all such counterparts shall together
   constitute one and the same instrument.  Each counterpart
   may consist of a number of copies hereof each signed by
   less than all, but together signed by all of the parties
   hereto.

         10.9.  Headings.  Headings of the Articles and
   Sections of this Agreement are for the convenience of the
   parties only, and shall be given no substantive or
   interpretive effect whatsoever.

         10.10. Interpretation.  In this Agreement, unless
   the context otherwise requires, words describing the
   singular number shall include the plural and vice versa,
   and words denoting any gender shall include all genders
   and words denoting natural persons shall include
   corporations and partnerships, and vice versa.

         10.11. Extension; Waiver.  At any time prior to the
   Effective Time, the parties may (a) extend the time for
   the performance of any of the obligations or other acts
   of the other party, (b) waive any inaccuracies in the
   representations or warranties of the other party
   contained in this Agreement or in any document delivered
   pursuant to this Agreement or (c) subject to the proviso
   of Section 10.6, waive compliance with any of the
   agreements or conditions of the other party contained in
   this Agreement.  Any agreement on the part of a party to

                              80
   any such extension or waiver shall be valid only if set
   forth in an instrument in writing signed on behalf of
   such party.  Except as provided in this Agreement, no
   action taken pursuant to this Agreement, including,
   without limitation, any investigation by or on behalf of
   any party, shall be deemed to constitute a waiver by the
   party taking such action of compliance with any
   representations, warranties, covenants or agreements
   contained in this Agreement.  The waiver by any party
   hereto of any provision hereunder shall not operate or be
   construed as a waiver of any prior or subsequent breach
   of the same or any other provision hereunder.

         10.12. Severability.  Any term or provision of this
   Agreement which is invalid or unenforceable in any
   jurisdiction shall, as to that jurisdiction, be
   ineffective to the extent of such invalidity or
   unenforceability without rendering invalid or
   unenforceable the remaining terms and provisions of this
   Agreement or affecting the validity or enforceability of
   any of the terms or provisions of this Agreement in any
   other jurisdiction.  If any provision of this Agreement
   is so broad as to be unenforceable, the provision shall
   be interpreted to be only so broad as is enforceable.

         10.13. Enforcement of Agreement.  The parties
   hereto agree that irreparable damage would occur in the
   event that any of the provisions of this Agreement was
   not performed in accordance with its specific terms or
   was otherwise breached.  It is accordingly agreed that
   the parties shall be entitled to an injunction or
   injunctions to prevent breaches of this Agreement and to
   enforce specifically the terms and provisions hereof in
   any New York Court, this being in addition to any other
   remedy to which they are entitled at law or in equity.

         10.14. Interpretation and Certain Definitions.  As
   used in this Agreement: (a) "Subsidiary" when used with
   respect to any party means any corporation, partnership,
   limited liability company, joint venture, business trust
   or other entity, (i) of which such party directly or
   indirectly owns or controls at New Plan a majority of the
   securities or other interests having by their terms
   ordinary voting power to elect a majority of the board of
   directors or others performing similar functions with
   respect to such corporation or other organization or (ii)
   as to which such party owns, directly or indirectly, a
   majority of the equity interests therein it being
   understood that Excel Development Corporation is a
   "subsidiary" of Excel for all purposes of this Agreement;
   (b) "knowledge" or "best knowledge" of any person means
   the actual knowledge of such person or of such person's
   directors and executive officers after reasonable
   inquiry; and (c) "including" means "including without
   limitation" and the words "herein" and "hereof" mean "in
   this Agreement" and "of this Agreement". 

                              81
         10.15. Limitation of Liability.  This agreement and
   all documents, agreements, understandings and
   arrangements relating to this transaction have been
   negotiated, executed and delivered on behalf of New Plan
   by the Trustees or officers thereof in their
   representative capacity under the Declaration of Trust,
   and not individually, and bind only the trust estate of
   New Plan, and no Trustee, officer, employee, agent or
   shareholder of New Plan shall be bound or held to any
   personal liability in connection with the obligations of
   New Plan thereunder, and any person or entity dealing
   with New Plan in connection therewith shall look solely
   to the trust estate for the payment of any claim or for
   the performance of any obligation thereunder.  The
   foregoing shall also apply to any future documents,
   agreements, understandings, and arrangements which may
   relate to this transaction.  






                              82
         IN WITNESS WHEREOF, the parties have executed this
   Agreement and caused the same to be duly delivered on
   their behalf on the day and year first written above.


   ATTEST:                        NEW PLAN REALTY TRUST


   By:/s/ Steven F. Siegel        By:/s/ Arnold Laubich
      --------------------           --------------------
   Title:  Secretary              Name:  Arnold Laubich
                                  Title: President


   ATTEST:                        EXCEL REALTY TRUST, INC.


   By:/s/ Richard B. Muir         By: /s/ Gary B. Sabin
      ---------------------          --------------------
   Title:  Secretary              Name:  Gary B. Sabin
                                  Title: President


   ATTEST:                        ERT MERGER SUB, INC..


   By: /s/ Richard B. Muir        By: /s/ Gary B. Sabin
      ----------------------         --------------------
   Title:  Secretary              Name:  Gary B. Sabin
                                  Title: President





























                              83