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             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                       SECURITIES ACT OF 1933, AS AMENDED.
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                          KONOVER PROPERTY TRUST, INC.
                              AMENDED AND RESTATED
                    1995 OUTSIDE DIRECTORS' STOCK AWARD PLAN


        Konover Property Trust, Inc. hereby amends and restates, as of March 23,
1999, its 1995 Outside Directors' Stock Award Plan for the benefit of certain
members of the Board of Directors of the Company, subject to the following
provisions:

        SECTION 1. PURPOSES. The purposes of the Plan are to secure for the
Company and its stockholders the benefits of the incentive inherent in increased
Common Stock ownership by the Outside Directors and to provide the Outside
Directors with the opportunity to increase their proprietary interest in the
Company.

        SECTION 2. DEFINITIONS. For the purposes of this Plan and any Award, the
following words shall have the meanings indicated, unless the context clearly
requires otherwise:

               "AWARD" means an Option or a grant of shares of Common Stock, in
        either case pursuant to the terms and conditions of the Plan.

               "AWARDEE" means an Outside Director granted an Award under the
        Plan.

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

               "COMMITTEE" means the Executive Compensation Committee of the
        Board.

               "COMMON STOCK" means the common stock of the Company, par value
        $0.01 per share, subject to the right of the Company to change the
        authorized number of shares of such class and to provide no par or a
        change in par value for such stock.

               "COMPANY" means Konover Property Trust, Inc., a Maryland
        corporation.

               "DIRECTOR" means a member of the Board.

               "EFFECTIVE DATE" means the date on which the Plan is adopted by
        the Company, subject to approval by the stockholders of the Company.

               "FAIR MARKET VALUE" means, with respect to shares of Common
        Stock, the closing price of the Common Stock on the New York Stock
        Exchange or such

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        other securities exchange which the Common Stock is listed on the
        relevant date.

               "OPTION" means a stock option that is not qualified under Section
        422 of the Internal Revenue Code of 1986, as amended.

               "OUTSIDE DIRECTOR" means any Director who is not an officer or
        employee of the Company or any Subsidiary.

               "PLAN" means the Konover Property Trust, Inc. Amended and
        Restated 1995 Outside Directors' Stock Award Plan, as amended from time
        to time in accordance herewith.

               "PURCHASE PERIOD" shall mean either the period of six (6) months
        commencing on January 1st and concluding on June 30th of each year, or
        the period of six (6) months commencing on July 1st and concluding on
        December 31st of each year.

               "RETAINER FEE" means the annual retainer fee earned by each
        Outside Director.

               "SUBSIDIARY" means any corporation (other than the Company),
        partnership, joint venture, organization or other entity of which 50
        percent or more of the total combined voting power of all classes of
        equity of such entity or 50 percent or more of the capital account or
        profit interest of such entity is owned, directly or indirectly, by the
        Company or a Subsidiary, whether or not such entity now exists or is
        hereafter organized or acquired by the Company or a Subsidiary.

        SECTION 3. ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee shall have the powers vested in it by the terms of the
Plan, such powers to include authority (within the limitations described herein)
to establish the form, terms and conditions of Awards and of Award agreements,
if any, embodying Awards made under the Plan. Subject to the provisions of the
Plan, the Committee shall have the power to construe the Plan, to determine all
questions arising thereunder and to adopt and amend such rules and regulations
for the administration of the plan as it may deem desirable. Any decision of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive. The Committee may act only by a majority of its members in
office, except that the members thereof may authorize any one or more of their
number or the Secretary or any other officer of the Company to execute and
deliver documents on behalf of the Committee. No member of the Committee shall
be liable for anything done or omitted to be done by such member or by any other
member of the Board in connection with the Plan except for such member's own
willful misconduct or as expressly provided by statute. The members of the
Committee serve for one-year terms, and they may be removed by majority vote of
the Board. However, pursuant to the Stockholders Agreement (the "Agreement")
entered into with Prometheus Southeast Retail, LLC (the "Investor"), dated
February 24, 1998, one member of the Committee shall be an Investor Nominee (as
defined in the Agreement).

<PAGE>

        SECTION 4. AMOUNT OF STOCK. The stock which may be issued and sold under
the Plan will be the Common Stock, of a total number not exceeding one hundred
fifty thousand (150,000) shares, subject to adjustment as provided in Section 8.
The stock to be issued may be either authorized and unissued shares or issued
shares acquired by the Company. All or any shares of Common Stock subject to an
Award which for any reason are not issued or are reacquired under the Award may
again be made subject to an Award under the Plan.

        SECTION 5. ELIGIBILITY. Each Outside Director shall receive Awards in
accordance with Section 6.

        SECTION 6. AWARDS. The Committee may provide for Awards to Outside
Directors in consideration for their service to the Company. The Committee shall
determine to which Outside Directors any such Awards shall be granted hereunder.
The Committee shall specify the number of shares of Common Stock subject to each
Award provided for under this Section 6, or the formula pursuant to which such
number shall be determined, the Outside Director(s) to receive any such Award,
the date or triggering event of any such Award and the vesting and expiration
terms applicable to such Award. Awards shall be issued on the first day of
January and the first day of July for the preceding six months.

        SECTION 7. TERMS AND CONDITIONS OF AWARDS. Awards granted pursuant to
the Plan need not be identical, but each Award shall be subject to the following
general terms and conditions:

               (a) Terms and Restrictions Upon Shares: The Committee may provide
        that the shares of Common Stock issued upon exercise of an Option or
        receipt of a stock grant shall be subject to such further conditions,
        restrictions or agreements as the Committee in its discretion may
        specify prior to the exercise of such Option or receipt of such stock
        grant, including without limitation, deferrals on issuance, conditions
        on vesting or transferability, and forfeiture or repurchase provisions.
        The Committee may waive conditions to and/or accelerate exercisability
        of an Option or stock grant, either automatically upon the occurrence of
        specified events (including in connection with a change of control of
        the Company) or otherwise in its discretion.

               (b) Transferability of Option: Unless otherwise provided by the
        Committee, each Option shall be transferable only by will or the laws of
        descent and distribution.

               (c) Option Price: The exercise price for each Option shall be
        established by the Committee or under a formula established by the
        Committee. The exercise price shall not be less than 85% of the lower of
        the Fair Market Value of the stock on the first or last day of the
        applicable Purchase Period, except that in the event that receipt of
        Options is conditioned on the Outside Director electing before the
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        period for which the retainer is earned to forego his or her right to
        all or any part of his or her cash retainer or other fees, the aggregate
        exercise price of such Options shall not be less than 85% of the lower
        of the Fair Market Value of the number of shares of Common Stock subject
        to such options on first or last day of the applicable Purchase Period,
        with that amount then further reduced by the amount of retainer or other
        fees such Outside Director has elected to forego.

               (d) Stock Grant Terms: Stock grants under the Plan may, in the
        sole discretion of the Committee, but need not, be conditioned upon the
        Outside Director paying cash or cash-equivalent consideration or
        agreeing to forego other compensation for the Common Stock covered by
        the stock grant. Stock grants under the Plan may be subject to such
        conditions, restrictions or other vesting terms as are established in
        the sole discretion of the Committee. The conditions, restrictions or
        vesting terms may be contingent upon the passage of time, continued
        service or achievement of Company or individual performance goals, as
        specified by the Committee. If a stock grant is conditioned upon the
        Outside Director paying cash or cash-equivalent consideration or
        agreeing to forego other compensation for the Common Stock covered by
        such grant, the price of such shares shall not be less than 85% of the
        lower of the Fair Market Value of the number of shares subject to such
        grant on the first or last day of the applicable Purchase Period, with
        that amount further reduced by the amount of retainer or other fees the
        Outside Director has elected to forego.

               (e) Award Agreements: The Committee may require any Awardee to
        enter into an Award agreement with the Company in a form specified by
        the Committee agreeing to the terms and conditions of the Award and such
        other matters consistent with the Plan as the Committee in its sole
        discretion shall determine. Certificates representing Award shares
        granted subject to restriction shall bear a legend in such form as may
        be prescribed by the Committee.

        SECTION 8. EFFECT OF CERTAIN TRANSACTIONS. The number of shares of
Common Stock reserved for issuance under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive, to reflect
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, a consolidation of shares, the payment of a stock
dividend, or any other capital adjustment affecting the number of issued shares
of Common Stock. In the event that the outstanding shares of Common Stock shall
be changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company or another corporation, whether through
reorganization, recapitalization, merger, consolidation, or otherwise, then
there shall be substituted for each share of Common Stock reserved for issuance
under the Plan, but not yet awarded under the Plan, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock shall be so changed or for which each such share shall be exchanged.

        SECTION 9. AMENDMENT OR DISCONTINUANCE. The Plan may be amended at any
time and from time to time by the Board as the Board shall deem advisable
including, but

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not limited to, amendments necessary to qualify for any exemption or to comply
with applicable law or regulations; provided, however, that any such amendment
shall be subject to further approval by the stockholders of the company to the
extent required by law, the New York Stock Exchange or as deemed advisable by
the Board. No amendment of the Plan shall materially and adversely affect any
right of any Awardee with respect to any Award theretofore granted, without such
Awardee's written consent. Any such action to amend or discontinue the Plan
shall be adopted by formal action of the Board and executed by an officer or
persons authorized to act on behalf of the Company.

        SECTION 10. TERMINATION. This Plan shall terminate upon the earlier of
the following dates or events to occur:

               (a) upon the adoption of a resolution of the Board terminating
        the Plan; or

               (b) May 14, 2005 (which date is ten years from the date the Plan
        was initially approved and adopted by the stockholders of the Company).

        Any action under Section 10(a) to terminate the Plan shall be adopted by
formal action of the Board and executed by an officer or person authorized to
act on behalf of the Company.

        SECTION 11. MISCELLANEOUS PROVISIONS.

               (a) Except as expressly provided for in the Plan, no Outside
        Director or other person shall have any claim or right to be granted an
        Award under the Plan. Neither the Plan nor any action taken thereunder
        shall be construed as giving any Outside Director any right to be
        retained in the service of the Company.

               (b) An Awardee's right and interest under the Plan may not be
        assigned or transferred in whole or in part either directly or by
        operation of law or otherwise (except in the event of an Awardee's
        death, by will or the laws of descent and distribution), including, but
        not by way of limitation, execution, levy, garnishment, attachment,
        pledge, bankruptcy, or in any other manner, and no such right or
        interest of any participant in the Plan shall be subject to any
        obligation or liability of such participant.

               (c) No shares of Common Stock shall be issued hereunder unless
        counsel for the Company shall be satisfied that (i) such issuance will
        be in compliance with applicable federal and state securities laws,
        including, but not limited to, listing requirements and New York Stock
        Exchange requirements, and any other laws or regulations applicable to
        the delivery of such shares, and (ii) the certificates representing
        shares of Common Stock awarded bear any and all legends necessary in
        order to comply with such laws and regulations.

               (d) It shall be a condition to the obligation of the Company to
        issue an Award, that the Awardee pay to the Company, upon its demand,
        such amount as

<PAGE>

        may be requested by the Company for the purpose of satisfying any
        liability to withhold federal, state, or local income or other taxes. If
        the amount requested is not paid, the Company may refuse to issue an
        Award.

               (e) The expenses of the Plan shall be borne by the Company.

               (f) The Plan shall be unfunded. The Company shall not be required
        to establish any special or separate fund or to make any other
        segregation of assets to assure the issuance of Awards under the Plan
        and the issuance of Awards shall be subordinate to the claims of the
        Company's general creditors.

               (g) By accepting any Award or other benefit under the Plan, each
        Awardee and each person claiming under or through such person shall be
        conclusively deemed to have indicated his or her acceptance and
        ratification of, and consent to, any action taken under the Plan by the
        Company or the Board.

               (h) All section references herein refer to sections of this Plan
        unless specifically noted otherwise.

               (i) Any notice or other communication provided for herein shall
        be given in writing by registered or certified mail, return receipt
        requested, or by facsimile, telecopy, or other means of electronic
        communication, reasonably calculated in any instance to be received by
        the receiving party or his, her or its authorized agent at the receiving
        party's last-known address. The notice or communication shall be deemed
        as delivered when it arrives at such address.