FALCON FINANCIAL INVESTMENT TRUST

EQUITY INCENTIVE PLAN

                Falcon Financial Investment Trust, a Maryland real estate investment trust (the Company), sets forth herein the terms of its Equity Incentive Plan (the Plan), as follows:

1.                                      PURPOSE

               This Plan is intended to (a) provide incentive to eligible persons to stimulate their efforts toward the continued success of the Company and to operate and manage their businesses in a manner that will provide for the long-term growth and profitability of the Company; and (b) provide a means of obtaining, rewarding and retaining key personnel.  To this end, the Plan provides for the grant of share options, share appreciation rights, restricted shares, shares units, unrestricted shares, dividend equivalent rights and cash awards.  Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof.  Options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

2.                                      DEFINITIONS

               For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1           Affiliate means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

2.2           Annual Incentive Award means an Award made subject to attainment of performance goals (as described in Section 15) over a performance period of up to and including one year (the fiscal year, unless otherwise specified by the Committee).

2.3           Award means a grant of an Option, Share Appreciation Right, Restricted Shares, Unrestricted Shares, Share Unit, Dividend Equivalent Rights, or cash award under the Plan.

2.4           Award Agreement means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.5           Benefit Arrangement shall have the meaning set forth in Section 16 hereof.

2.6           Board means the Board of Trustees of the Company.

2.7           Cause means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.8           Code means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.9           Committee means the Compensation Committee of the Board.

2.10         Company means Falcon Financial Investment Trust.

2.11         Corporate Transaction means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are shareholders or Affiliates immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of shares of the Company.

2.12         Covered Employee means a Grantee who is a Covered Employee within the meaning of Section 162(m)(3) of the Code.

2.13         Disability means the Grantee is unable to perform each of the essential duties of such Grantees position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantees Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

2.14         Dividend Equivalent means a right, granted to a Grantee under Section 14 hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

EQUITY OFFICE PROPERTIES TRUST

2003 SHARE OPTION AND SHARE INCENTIVE PLAN

     Equity Office Properties Trust, a Maryland real estate investment trust (the Company), sets forth herein the terms of its 2003 Share Option and Share Incentive Plan (the Plan), as follows:

1. PURPOSE

     The Plan is intended to enhance the Companys and its Subsidiaries (as defined herein) ability to attract and retain highly qualified officers, trustees, employees, directors and consultants and to motivate such officers, trustees, employees, directors and consultants to serve the Company and its Subsidiaries and to expend maximum effort to improve the business results and earnings of the Company, by providing to such officers, trustees, employees, directors and consultants an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of share options, share appreciation rights, restricted shares, unrestricted shares, share units and dividend equivalent rights. Any of these awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Options granted under the Plan may be non-qualified share options or incentive share options, as provided herein; provided, however, that incentive share options shall be granted only to employees of the Company or any Subsidiary of the Company that is a subsidiary corporation of the Company within the meaning of Section 424(f) of the Code (as defined herein).

2. DEFINITIONS

     For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

     2.1 Award means a grant of an Option, Share Appreciation Right, Restricted Share, Unrestricted Share, Share Unit or Dividend Equivalent Right under the Plan.

     2.2 Award Agreement means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

     2.3 Benefit Arrangement shall have the meaning set forth in Section 16 hereof.

     2.4 Board means the Board of Trustees of the Company.

     2.5 Cause means, as determined by the Committee and unless otherwise provided in an applicable agreement with the Company or a Subsidiary, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of the Companys insider trading policy, the Code of Ethics for Certain Officers, the Companys Code of Ethics, or similar policy, or of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Grantee and the Company or a Subsidiary.

     2.6 Change in Control means:

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(i) An acquisition (other than directly from the Company) of any voting securities of the Company (the Voting Securities) by any Person (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the 1934 Act)), immediately after which such Person has Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 30% or more of the combined voting power of the Companys then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A Non-Control Acquisition shall mean an acquisition by (a) an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a Company Subsidiary), (b) the Company or any Company Subsidiary or (c) any Person in connection with a Non-Control Transaction (as hereinafter defined),
 

 
(ii) Approval by shareholders of the Company of: (a) a merger, consolidation or reorganization involving the Company, if: (1) the shareholders of the Company, immediately before such merger, consolidation or reorganization, fail to own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the entity resulting from such merger or consolidation or reorganization (the Surviving Corporation) in substantially the same relative proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and (2) the individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization do not constitute at least a majority of the members of the board of directors of the Surviving Corporation or a corporation beneficially owning, directly or indirectly, a majority of the Voting Securities of the Surviving Corporation (a merger, consolidation or reorganization involving the Company which fails to satisfy the conditions described in clauses (1) and (2) shall herein be referred to as a Non-Control Transaction); (b) a complete liquidation or dissolution of the Company; or (c) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than to an entity of which the Company directly or indirectly owns at least 70% of the voting shares). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the Subject Person) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur,
 

 
(iii) The rejection by the voting Beneficial Owners of the outstanding Shares of the entire slate of trustees that the Board proposes at a single election of trustees, or
 

 
(iv) The rejection by the voting Beneficial Owners of the outstanding Shares of one-half or more of the trustees that the Board proposes over any two or more consecutive elections of trustees.

     2.7 Code means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

     2.8 Committee means the Compensation and Option Committee of the Board, which shall be constituted as provided in Section 3.1.

     2.9 Company means Equity Office Properties Trust.

     2.10 Companys Designated Broker means an unrelated third-party brokerage firm, approved by resolution of the Committee, designated to be the Companys preferred provider or


177350

NEW PLAN EXCEL REALTY TRUST, INC.

2003 STOCK INCENTIVE PLAN

        New Plan Excel Realty Trust, Inc., a Maryland corporation (the "Company"), sets forth herein the terms of its 2003 Stock Incentive Plan (the "Plan"), as follows:

1.     PURPOSE

        The Plan is intended to enhance the Company's and its Affiliates' (as defined herein) ability to attract and retain highly qualified officers, directors and employees, and to motivate such officers, directors and employees to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such officers, directors and employees an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units and dividend equivalent rights. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

2.     DEFINITIONS

        For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

        2.1   "Affiliate" means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

        2.2   "Annual Incentive Award" means an Award made subject to attainment of performance goals (as described in Section 15) over a performance period of up to one year (the fiscal year, unless otherwise specified by the Committee).

        2.3   "Award" means a grant of an Option, Stock Appreciation Right, Restricted Stock, Stock Unit, Dividend Equivalent Right or Unrestricted Stock under the Plan.

        2.4   "Award Agreement" means the written agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

        2.5   "Benefit Arrangement" shall have the meaning set forth in Section 16 hereof.

        2.6   "Board" means the Board of Directors of the Company.

        2.7   "Cause" means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

        2.8   "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

        2.9   "Committee" means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2.

        2.10 "Company" means New Plan Excel Realty Trust, Inc.

        2.11 "Corporate Transaction" means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger, consolidation or

reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are shareholders or Affiliates immediately prior to the transaction) owning 80% or more of the combined voting power of all classes of stock of the Company.

        2.12 "Covered Employee" means a Grantee who is a Covered Employee within the meaning of Section 162(m)(3) of the Code.

        2.13 "Director" means a member of the Board.

        2.14 "Disability" means the Grantee is unable to perform each of the essential duties of such Grantee's position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee's Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

        2.15 "Dividend Equivalent Right" means a right, granted to a Grantee under Section 14 hereof, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

        2.16 "Effective Date" means the date the Plan is approved by the Company's stockholders.

        2.17 "Exchange Act" means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

        2.18 "Executive Officer" means an executive officer within the meaning of the Sarbanes-Oxley Act of 2002. For this purpose, and without limiting the foregoing, Executive Officer will include an "executive officer" of the Company within the meaning of Rule 3b-7 under the Exchange Act.

        2.19 "Fair Market Value" means the value of a share of Stock, determined as follows: if on the Grant Date or other determination date the Stock is listed on the New York Stock Exchange or another established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock on the New York Stock Exchange composite tape, or if not listed on the New York Stock Exchange, such other exchange or in such market (if there is more than one such exchange or market and the Stock is not listed on the New York Stock Exchange, the Board shall determine the appropriate exchange or market) on the last trading day preceding the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such last preceding trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Board in good faith.

        2.20 "Family Member" means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee's household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting interests.