Real Estate

VOTING AGREEMENT

(Form for Independent Trustee)

THIS VOTING AGREEMENT (this "Agreement") is entered into as of May 13, 2003 by and among PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust ("PREIT"), PREIT ASSOCIATES, L.P., a Delaware limited partnership ("PREIT Partnership"), and [NAME] (the "Crown Securityholder").

WHEREAS, PREIT, PREIT Partnership, Crown American Realty Trust, a Maryland real estate investment trust ("Crown"), and Crown American Properties, L.P., a Delaware limited partnership ("Crown Partnership") have entered into an Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), pursuant to which, among other things, Crown will merge with and into PREIT (the "Merger"), with PREIT continuing as the surviving entity of the Merger, and PREIT Partnership and Crown Partnership will consummate certain transactions contemplated in connection with the Merger, all upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement);

WHEREAS, if and to the extent the Crown Securityholder owns and has sole voting power or sole power to control the voting of any shares of beneficial interest, par value $.01 per share, of Crown ("Crown Common Shares") on the date of the Crown shareholders meetings described in Section 2(a) (including any such Crown Common Shares acquired upon the exercise of any options which have been or may in the future be granted to the Crown Securityholder) (any such Crown Common Shares owned by the Crown Securityholder on the date of the Crown shareholders meetings described in Section 2(a) as to which the Crown Securityholder has sole voting power or sole power to direct the voting of, and the associated rights issued pursuant to that certain Rights Agreement dated as of January 20, 2000 between Crown and American Stock Transfer & Trust Company, as rights agent, being referred to herein as the "Covered Crown Common Shares"), he has agreed to vote such shares as set forth herein;

WHEREAS, in connection with and as an inducement to PREIT and PREIT Partnership to enter into the Merger Agreement, the Crown Securityholder desires to execute and deliver this Agreement in such person's capacity as the owner with sole voting power or sole power to direct the voting of the Covered Crown Common Shares (if any).

VOTING AGREEMENT

        VOTING AGREEMENT, dated as of June 20, 2004 (this "Agreement"), among Simon Property Group, Inc., a Delaware corporation ("Parent"), Simon Property Group, L.P., a Delaware limited partnership ("Parent L.P." and, together with Parent, the "Parent Entities"), and the undersigned holder (the "Holder") of shares of common stock, par value $.01 per share ("Company Common Stock"), of Chelsea Property Group, Inc., a Maryland corporation (the "Company"), and/or common units ("Company Common Units") of CPG Partners, L.P., a Delaware limited partnership ("Company L.P.").

        WHEREAS, as of the date hereof, Holder beneficially owns the number of shares of Company Common Stock and the number of Company Common Units set forth on the Holder signature page hereto (all other shares of Company Common Stock so owned and all shares of Company Common Stock that may hereafter be acquired by Holder prior to the Expiration Date (as defined in Section 3.4 hereof), whether upon exercise of options, purchase, dividend, distribution or otherwise, being referred to herein as such Holder's "Company Shares" and all other Company Common Units so owned and all other Company Common Units that may hereafter be acquired by Holder prior to the Expiration Date, whether upon exercise of options, purchase, dividend, distribution or otherwise, being referred to herein as such Holder's "Company Units");

        WHEREAS, Parent, Parent L.P., Simon Acquisition I, LLC, a Maryland limited liability company ("Merger Sub"), Simon Acquisition II, LLC, a Delaware limited liability company ("L.P. Merger Sub"), the Company and Company L.P. have entered into an Agreement and Plan of Merger, dated as of June 18, 2004 (the "Merger Agreement"), which provides, upon the terms and subject to the conditions set forth therein, for the merger of Merger Sub with and into the Company (the "REIT Merger") and the merger of L.P. Merger Sub with and into Company L.P. (the "OP Merger"); and

        WHEREAS, as a condition to the willingness of Parent, Parent L.P., Merger Sub and L.P. Merger Sub to enter into the Merger Agreement, the Parent Entities have required that Holder agree, and in order to induce the Parent Entities to enter into the Merger Agreement, Holder has agreed, to enter into this Agreement.

        Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.

        NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Article I.

VOTING OF COMPANY COMMON STOCK AND COMPANY COMMON UNITS

        Section 1.1.    Voting Agreements.    (a) Until the Expiration Date, at every meeting of the stockholders of the Company called, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Holder (in its capacity as such) shall vote or cause its Company Shares to be voted (i) in favor of approval of the Merger Agreement and the REIT Merger, (ii) in favor of each of the other transactions contemplated by the Merger Agreement and (iii) in favor of any incidental matter reasonably determined by the Parent Entities to be necessary in order to facilitate consummation of the REIT Merger. At any meeting of the stockholders of the Company, or at any adjournment thereof, or in any other circumstances upon which their vote, consent or other approval is sought, such Holder shall vote (or cause to be voted) the Company Shares against (i) any Takeover Proposal or any action which is a component of any Takeover Proposal, (ii) any merger agreement or merger (other than the Merger Agreement, the REIT Merger and the OP Merger), reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company,

(iii) any amendment of the Company Organizational Documents, which amendment would result in a breach of a representation, warranty or covenant of the Company under the Merger Agreement or would in any manner prevent or materially impede, interfere with or delay the REIT Merger, the OP Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or (iv) any other matter that is inconsistent with the prompt consummation of the REIT Merger, the OP Merger and the other transactions contemplated by the Merger Agreement (each of clauses (i), (ii), (iii) and (iv), a "Competing REIT Transaction").

        (b)   Until the Expiration Date, at every meeting of the holders of Company Common Units or Company L.P. Units called, and at every adjournment thereof, and on every action or approval by written consent of the holders of Company Common Units or Company L.P. Units, Holder (in its capacity as such) shall vote or cause its Company Units to be voted (i) in favor of approval of the Merger Agreement and the OP Merger, (ii) in favor of each of the other transactions contemplated by the Merger Agreement and (iii) in favor of any incidental matter reasonably determined by the Parent Entities to be necessary in order to facilitate consummation of the OP Merger; provided, however, notwithstanding any other provision contained herein, any vote by Holder in accordance with this sentence shall not be effective unless and until the Company shall have obtained the Required Company Vote in connection with the approval and adoption of the Merger Agreement and the REIT Merger by the stockholders of the Company. At any meeting of the holders of Company Common Units, or at any adjournment thereof, or in any other circumstances upon which their vote, consent or other approval is sought, such Holder shall vote (or cause to be voted) the Company Units against (i) any Takeover Proposal or any action which is a component of any Takeover Proposal, (ii) any merger agreement or merger (other than the Merger Agreement, the OP Merger and the REIT Merger), reorganization, recapitalization, dissolution, liquidation or winding up of or by Company L.P., (iii) any amendment of the Company L.P. Partnership Agreement, which amendment would result in a breach of a representation, warranty or covenant of the Company or Company L.P. under the Merger Agreement or would in any manner prevent or materially impede, interfere with or delay the OP Merger, the REIT Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or (iv) any other matter that is inconsistent with the prompt consummation of the OP Merger, the REIT Merger and the other transactions contemplated by the Merger Agreement (each of clauses (i), (ii), (iii) and (iv), a "Competing OP Transaction").

        Section 1.2.    Grant of Irrevocable Proxy with Respect to Company Shares.    (a) Holder hereby irrevocably (to the fullest extent permitted by law) appoints James M. Barkley and Stephen Sterrett, and each of them, as Holder's sole and exclusive attorneys and proxies, with full power of substitution and re-substitution, to vote the Company Shares and to exercise all voting, consent and similar rights of Holder with respect to the Company Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special or adjourned meeting of stockholders of the Company and in every written consent in lieu of such meeting (i) in favor of approval of the Merger Agreement and the REIT Merger, (ii) in favor of each of the other transactions contemplated by the Merger Agreement, (iii) in favor of any incidental matter reasonably determined by the Parent Entities to be necessary in order to facilitate the REIT Merger and (iv) against any Competing REIT Transaction. It is understood and agreed that the attorneys and proxies named above may not exercise these voting rights on any other matter except as provided above. Except as set forth in this Agreement, Holder may vote the Company Shares on all other matters.

        (b)   Upon Holder's execution of this Agreement, any and all prior proxies given by Holder with respect to any Company Shares are hereby revoked.

        (c)   Holder hereby affirms that the proxy set forth in this Section 1.2 is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted in consideration of the Parent Entities entering into the Merger Agreement. Holder hereby ratifies and confirms all that such

SECOND AMENDED AND RESTATED VOTING TRUST AGREEMENT,
VOTING AGREEMENT AND PROXY

        This Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy ("Second Restated Voting Agreement") is made and entered into as of March 1, 2004, between Melvin Simon & Associates, Inc., an Indiana corporation ("MSA"), on the one hand, and Melvin Simon ("Melvin"), Herbert Simon ("Herbert") and David Simon ("David") on the other hand, each of the parties hereto being sometimes called individually, a "Party" or, collectively, "Parties".

W I T N E S S E T H:

        WHEREAS:

A.


The Parties entered into a Voting Trust Agreement, Voting Agreement and Proxy dated as of December 1, 1993 ("Voting Agreement"), with respect to certain Class B Shares in Simon Property Group, Inc., a Maryland corporation ("Old Class B Shares"), previously owned by MSA.




B.


The Parties entered into an Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy, dated as of November 1, 2000 (the "Restated Voting Agreement"), with respect to the exchange of the Old Class B Shares for 3,200,000 shares (the "New Class B Shares") of Class B Common Stock, $0.0001 par value per share, of Simon Property Group, Inc., a Delaware corporation ("SPG"), in connection with a merger transaction with Corporate Property Investors, Inc.




C.


Pursuant to the terms of the Restated Certificate of Incorporation of SPG, MSA and the Voting Trustees (as hereinafter defined) have elected to convert 3,192,000 New Class B Shares into 3,192,000 shares (together with any shares of Common Stock, $0.0001 par value per share, of SPG (the "Common Stock") received as a dividend thereon or in respect of a recapitalization thereof, the "Common Shares") of Common Stock.




D.


The Voting Trustees have distributed 8,000 shares of New Class B Shares to MSA, which shares represent the remaining New Class B Shares owned by the Voting Trust (as hereinafter defined) not converted into Common Stock.




E.


The Parties desire to amend and restate in its entirety the Restated Voting Agreement.

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Parties agree that the Restated Voting Agreement is amended and restated in its entirety to read as follows:

        1.     The Parties had created for the New Class B Shares and hereby elect to continue for the Common Shares the voting trust (the "Voting Trust") as provided in the Restated Voting Agreement and this Second Restated Voting Agreement, and MSA hereby appoints, designates and constitutes Melvin, Herbert and David as voting trustees (the "Voting Trustees", which term includes successors appointed pursuant to the terms of this Second Restated Voting Agreement) to serve and perform in accordance with the terms of this Second Restated Voting Agreement, subject to the terms of the Delaware General Corporation Law (the "Act").

        2.     MSA, simultaneously with the execution of this Second Restated Voting Agreement, assigned and delivered to the Voting Trustees one or more stock certificates representing the New Class B Shares, and hereby consents to the conversion of 3,192,000 of such shares into Common Shares and the Voting Trustees shall do all things necessary to cause the Common Shares represented by such stock certificate(s) to be transferred to, and into the names of, the Voting Trustees, as Voting Trustees hereunder, on the books of SPG.

VOTING TRUST AGREEMENT,
VOTING AGREEMENT AND PROXY

        This Voting Trust Agreement, Voting Agreement and Proxy ("Voting Agreement") is made and entered into as of March 1, 2004 between David Simon ("David"), Melvin Simon ("Melvin") and Herbert Simon ("Herbert"), each of the parties hereto being sometimes called, individually, a "Party" or, collectively, "Parties".

W I T N E S S E T H:

        WHEREAS:

A.


Melvin Simon & Associates, Inc., an Indiana corporation ("MSA"), on the one hand, and the Parties on the other, entered into an Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy, dated as of November 1, 2000 (the "Restated Voting Agreement"), with respect to 3,200,000 shares of Class B Common Stock, $0.0001 par value per share (the "Class B Stock") of Simon Property Group, Inc., a Delaware corporation ("SPG").




B.


Pursuant to that certain Stock Purchase Agreement between MSA and David, dated as of March 1, 2004, David has acquired 8,000 shares of Class B Stock (together with all shares of Class B Stock received as a dividend thereon, or in respect of a recapitalization thereof, the "Shares") from MSA.




C.


The Parties desire to subject the Shares to, and to create, a voting trust, as herein provided.

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Parties agree as follows:

        1.     The Parties hereby create for the Shares a voting trust (the "Voting Trust") as provided in this Voting Agreement, and David hereby appoints, designates and constitutes Melvin, Herbert and himself as voting trustees (the "Voting Trustees", which term includes successors appointed pursuant to the terms of this Voting Agreement) to serve and perform in accordance with the terms of this Voting Agreement, subject to the terms of the Delaware General Corporation Law (the "Act").

        2.     David, simultaneously with the execution of this Voting Agreement, hereby assigns and delivers to the Voting Trustees one or more stock certificates representing the Shares and David and the Voting Trustees shall do all things necessary to cause the Shares represented by such stock certificate(s) to be transferred to, and into the names of, the Voting Trustees, as Voting Trustees hereunder, on the books of SPG.

        3.     This Voting Agreement and the Voting Trust hereby created shall be irrevocable and continue for a period ending on the earlier of (a) thirty (30) years from the date hereof unless sooner terminated under clause (b) or clause (c) of this Paragraph 3 or clause (ii) of paragraph 8, (b) the death, disability or resignation as Voting Trustee of the last of Melvin, Herbert, David and all successor Voting Trustees named as hereinafter provided to die, become disabled or resign as Voting Trustee, or (c) the agreement of all the Voting Trustees then serving, including successor Voting Trustees then serving, to terminate the Voting Trust. Upon the death, disability or resignation of a person who is a Voting Trustee, such person shall cease to be a Voting Trustee.

        4.     Throughout the term of this Voting Agreement, the Voting Trustees then serving hereunder shall only vote the Shares (or give consent), as to each issue upon or with respect to which such Shares may be voted (or a consent with respect thereto may be given), in such manner as is unanimously agreed upon among the Voting Trustees, and such Voting Trustees at any given time shall have the exclusive right to vote in the manner herein required such Shares, in person or by proxy, at all meetings of the stockholders of SPG (or to give written consents in lieu of voting thereon) and on all other occasions or events when the vote (or consent) of holders of Shares is required, sought or

VOTING AGREEMENT

THIS VOTING AGREEMENT, dated as of November 19, 2003 (this �Agreement�), is made by and among Ventas, Inc. a Delaware corporation (�Parent�), and the individuals and entities listed as �Shareholders� on the signature pages hereof (each, a �Shareholder� and, collectively, the �Shareholders�).

W I T N E S S E T H:

WHEREAS, as of the date hereof, each of the Shareholders owns beneficially and of record the number of common shares of beneficial interest, par value $ .01 per share (�Shares�), in Elder Trust, a Maryland real estate investment  . . .