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                                                                    Exhibit 10.4

                             STOCK OPTION AGREEMENT

        THIS AGREEMENT, dated as of February 23, 2000, is made by and between
New Plan Excel Realty Trust, Inc., a Maryland corporation, hereinafter referred
to as "Company," and Glenn J. Rufrano, an employee of the Company or a
Subsidiary of the Company, hereinafter referred to as "Employee":

        WHEREAS, the Company wishes to afford the Employee the opportunity to
purchase shares of its $0.01 par value Common Stock; and

        WHEREAS, the Board has determined that it would be to the advantage and
best interest of the Company and its shareholders to grant the Non-Qualified
Option provided for herein to the Employee as an inducement to remain in the
service of the Company or its Subsidiaries and as an incentive for increased
efforts during such service, and has instructed the undersigned officers to
issue the Option.

        NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

        Whenever the following terms are used in this Agreement, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter and the
singular the plural, where the context so indicates.

SECTION 1.1 -  BOARD

        "Board" shall mean the Board of Directors of the Company.

SECTION 1.2 - CAUSE

        "Cause" shall mean Cause as defined in the Employment Agreement.

SECTION 1.3 - CHANGE IN CONTROL

        "Change in Control" shall mean the consummation of a merger,
consolidation, share exchange or similar form of transaction involving the
Company or any of its subsidiaries, or the sale of all or substantially all of
the Company's assets (a "Business Transaction"), unless immediately following
such Business Transaction (i) more than 50% of the total voting power of the
entity resulting from such Business Transaction or the entity acquiring the
Company's assets in




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such Business Transaction (the "Surviving Corporation") is beneficially owned,
directly or indirectly, by the Company's shareholders immediately prior to any
such Business Transaction, and (ii) no person (other than (1) the Company or any
majority-owned entity (provided, that this exclusion applies solely to the
ownership levels of the Company or the majority-owned entity), (2) any
tax-qualified, broad-based employee benefit plan sponsored or maintained by the
Company or any majority-owned entity, or (3) any underwriter temporarily holding
securities pursuant to an offering of such securities, or any tax-qualified,
broad-based employee benefit plan of the Surviving Corporation or its
Affiliates) beneficially owns, directly or indirectly, 30% or more of the total
voting power of the Surviving Corporation.

SECTION 1.4 - CODE

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.5 - COMMITTEE

        "Committee" shall mean the Executive Compensation and Stock Option
Committee of the Board.

SECTION 1.6 - COMPANY

        "Company" shall mean New Plan Excel Realty Trust, Inc. In addition,
"Company" shall mean any corporation assuming, or issuing a new stock option in
substitution for, the Option in a transaction to which Section 424(a) of the
Code applies.

SECTION 1.7 - CUMULATIVE FOUR YEAR ROI

        "Cumulative Four Year ROI" shall mean the annualized return on
investment on a share from the Effective Date through the fourth anniversary of
the Effective Date (determined in good faith by the Committee based upon
dividends paid and appreciation in share price during such period).

SECTION 1.8 - CUMULATIVE FIVE YEAR ROI

        "Cumulative Five Year ROI" shall mean the annualized return on
investment of a share from the Effective Date through the fifth anniversary of
the Effective Date (determined in good faith by the Committee based upon
dividends paid and appreciation in share price during such period).

SECTION 1.9 - DIRECTOR

        "Director" shall mean a member of the Board.



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SECTION 1.10 - DISABILITY

        "Disability" shall mean Disability as defined in the Employment
Agreement.

SECTION 1.11 - EFFECTIVE DATE

        "Effective Date" shall mean the effective date of the Employment
Agreement.

SECTION 1.12 - EMPLOYMENT AGREEMENT

        "Employment Agreement" shall mean the Employment Agreement by and
between New Plan Excel Realty Trust, Inc., a Maryland corporation, and Glenn J.
Rufrano dated February 23, 2000.

SECTION 1.13 - EMPLOYMENT PERIOD

        "Employment Period" shall mean Employment Period as defined in the
Employment Agreement.

SECTION 1.14 - EXCHANGE ACT

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

SECTION 1.15 - GOOD REASON

        "Good Reason" shall mean Good Reason as defined in the Employment
Agreement.

SECTION 1.16 - OPTION

        "Option" shall mean the option to purchase Common Stock of the Company
granted under this Agreement.

SECTION 1.17 - SECRETARY

        "Secretary" shall mean the Secretary of the Company.

SECTION 1.18 -  SECURITIES ACT

        "Securities Act" shall mean the Securities Act of 1933, as amended.

SECTION 1.19 -  SUBSIDIARY



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        "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one (1) of the other corporations in such chain. To the extent not
inconsistent with the requirements of Section 422 of the Code, "corporation" in
the preceding sentence shall include entities other than corporations,
including, without limitation, partnerships and trusts.

SECTION 1.20 -  TERMINATION OF EMPLOYMENT

        "Termination of Employment" shall mean the time when the
employee-employer relationship between the Employee and the Company or a
Subsidiary is terminated for any reason, with or without Cause, including, but
not by way of limitation, a termination by resignation with or without Good
Reason, discharge, death or retirement, but excluding any termination where
there is a simultaneous reemployment by the Company or a Subsidiary.

                                   ARTICLE II
                                 GRANT OF OPTION

SECTION 2.1 -  GRANT OF OPTION

        For good and valuable consideration, on the date hereof the Company
irrevocably grants to the Employee the option to purchase any part or all of an
aggregate of Two Hundred Thousand (200,000) shares ("Performance Vested
Options") of its $0.01 par value Common Stock upon the terms and conditions set
forth in this Agreement.

SECTION 2.2 -  PURCHASE PRICE

        The purchase price of the shares of stock covered by the Option shall be
Twelve and Thirteen Sixteenths Dollars ($12.8125) per share without commission
or other charge.

SECTION 2.3 -  ADJUSTMENTS IN OPTION

        In the event that the outstanding shares of the stock subject to the
Option are changed into or exchanged for a different number or kind of shares of
the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split up, stock
dividend or combination of shares, the Committee shall make an appropriate and
equitable adjustment in the number and kind of shares as to which the Option, or
portions thereof then unexercised, shall be exercisable, to the end that after
such event the Employee's proportionate interest shall be maintained as before
the occurrence of such event. Such adjustment in the Option shall be made
without change in the total price applicable to the unexercised portion of the



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Option (except for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding adjustment
in the Option price per share. Any such adjustment made by the Committee shall
be final and binding upon the Employee, the Company and all other interested
persons.

                                   ARTICLE III
                            PERIOD OF EXERCISABILITY

SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY

        (a)    The Option shall be exercisable on the eighth (8th) anniversary
of the date of the Employment Agreement provided Employee is a full-time
employee of the Company at such time or may become exercisable earlier on the
basis of performance as described below.

               [1]      Performance Vested Options for One Hundred Thousand
        (100,000) shares of common stock $0.01 par value shall become
        exercisable on the fourth anniversary of the Effective Date if the
        Cumulative Four Year ROI is at least sixteen percent (16%). If
        Cumulative Four Year ROI is not greater than fourteen percent (14%), no
        Performance Vested Options shall become exercisable on the fourth
        anniversary of the Effective Date. To the extent Cumulative Four Year
        ROI is greater than fourteen (14%) but not at least sixteen percent
        (16%), Performance Vested Options for Five Hundred (500) shares shall
        become exercisable on the fourth anniversary of the Effective Date for
        each .01% by which Cumulative Four Year ROI exceeds fourteen percent
        (14%).

               [2]      All Performance Vested Options which have not previously
        become exercisable shall become exercisable on the fifth anniversary of
        the Effective Date if Cumulative Five Year ROI is at least sixteen
        percent (16%). If Cumulative Five Year ROI is not greater than fourteen
        percent (14%), no additional Performance Vested Options shall become
        exercisable on the fifth anniversary of the Effective Date. To the
        extent Cumulative Five Year ROI is greater than fourteen percent (14%)
        but not at least sixteen percent (16%), for each .01% by which
        Cumulative Five Year ROI exceeds fourteen percent (14%), additional
        Performance Vested Options shall become exercisable for a number of
        shares equal to the quotient of (A) the difference between Two Hundred
        Thousand (200,000) and the number of Performance Vested Options which
        became exercisable on the fourth anniversary of the Effective Date and
        (B) Two Hundred (200).

               [3]      Notwithstanding the foregoing, Performance Vested
        Options shall become exercisable if the Employee's employment with the
        Company is terminated by the Company without Cause or by the Employee
        with Good Reason. If the Employee dies or the Employee's employment is
        terminated because of Disability during the Employment Period prior to
        the fourth anniversary of the Effective Date, Performance Vested Options
        for One Hundred Thousand (100,000) shares shall become exercisable if
        the cumulative



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        return on investment from the Effective Date through the date of death
        or termination of Employee's employment because of Disability is at
        least sixteen percent (16%) or Performance Vested Options for Five
        Hundred (500) Shares for each .01% by which the cumulative return on
        investment from the Effective Date through the date of death or
        Disability exceeds fourteen percent (14%) (up to sixteen percent (16%))
        shall become exercisable (such determinations to be made in a manner
        consistent with the Cumulative Four Year ROI calculations).

               [4]      In the event a definitive agreement is entered into
        providing for the occurrence of an event which, if consummated, would
        result in a Change in Control of the Company (a "Merger Event"), then
        the Option shall become fully exercisable but only on a provisional
        basis, for the sole purpose of enabling the Employee to exercise the
        Option as necessary to permit the Employee to participate in the Merger
        Event on the same basis as all other stockholders. If the Merger Event
        is consummated, such accelerated exercise shall no longer be
        provisional. If the Merger Event is not consummated, the Employee shall
        continue to have the same ability to exercise his Option as he had
        without regard to the provisional exercise terms included herein.

        (b)    No portion of the Option which is unexercisable at Termination of
Employment shall thereafter become exercisable.

SECTION 3.2 -  DURATION OF EXERCISABILITY

        Each installment which becomes exercisable pursuant to Section 3.1 shall
remain exercisable until it becomes unexercisable under Section 3.3.

SECTION 3.3 -  EXPIRATION OF OPTION

        The Option may not be exercised to any extent by anyone after the first
to occur of the following events:

               (a)      The expiration of ten (10) years from the date the
        Option was granted; or

               (b)      The expiration of ninety (90) days from the date of the
        Employee's Termination of Employment on a full-time basis for any reason
        other than death of Disability; or

               (c)      The expiration of one (1) year from the date of the
        Employee's Termination of Employment by reason of death or Disability;
        or

               (d)      The effective date of either the merger or consolidation
        of the Company with or into another corporation, or the acquisition by
        another corporation or person of all



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        or substantially all of the Company's assets or eighty percent (80%) or
        more of the Company's then outstanding voting stock, or the liquidation
        or dissolution of the Company, unless the Committee waives this
        provision in connection with such transaction. At least ten (10) days
        prior to the effective date of such merger, consolidation, acquisition,
        liquidation or dissolution, the Committee shall give the Employee notice
        of such event if the Option has then neither been fully exercised nor
        become unexercisable under this Section 3.3.

SECTION 3.4 - MERGER, CONSOLIDATION, ACQUISITION OR DISSOLUTION OF THE COMPANY

        In the event of the merger or consolidation of the Company with or into
another corporation, or the acquisition by another corporation or person of all
or substantially all of the Company's assets or eighty percent (80%) or more of
the Company's then outstanding voting stock, or the liquidation or dissolution
of the Company, the Committee may, in its absolute discretion and upon such
terms and conditions as it deems appropriate, provide by resolution, adopted
prior to such event and incorporated in the notice referred to in Section
3.3(d), that at some time prior to the effective date of such event this Option
shall be exercisable as to all the shares covered hereby, notwithstanding that
this Option may not yet have become fully exercisable under Section 3.1 (a).

                                   ARTICLE IV
                               EXERCISE OF OPTION

SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE

        During the lifetime of the Employee, only he may exercise the Option or
any portion thereof. After the death of the Employee, any exercisable portion of
the Option may, prior to the time when the Option becomes unexercisable under
Section 3.3, be exercised by his personal representative or by any person
empowered to do so under the Employee's will or under the then applicable laws
of descent and distribution.

SECTION 4.2 - PARTIAL EXERCISE

        Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.3; provided, however, that each partial exercise shall be for whole shares
only.

SECTION 4.3 - MANNER OF EXERCISE



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        The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary or his office of all of the following prior to the
time when the Option or such portion becomes unexercisable under Section 3.3:

                        (a) Notice in writing signed by the Employee or the
        other person then entitled to exercise the Option or portion, stating
        that the Option or portion is thereby exercised, such notice complying
        with all applicable rules established by the Committee; and

                        (b) (1) Full payment (in cash or by check) for the
                shares with respect to which such Option or portion is
                exercised; or

                            (2) With the consent of the Committee, (A) shares of
                the Company's Common Stock owned by the Employee duly endorsed
                for transfer to the Company or (B) shares of the Company's
                Common Stock issuable to the Employee upon exercise of the
                Option, with a fair market value (as determined by the
                Committee) on the date of Option exercise equal to the aggregate
                Option price of the shares with respect to which such Option or
                portion is exercised; or

                            (3) With the consent of the Committee, a recourse,
                nonrecourse or limited recourse promissory note bearing interest
                (at no less than such rate as shall then preclude the imputation
                of interest under the Code or successor provision) and payable
                upon such terms as may be prescribed by the Committee. The
                Committee may also prescribe the form of such note and the
                security to be given for such note. The Option may not be
                exercised, however, by delivery of a promissory note or by a
                loan from the Company when or where such loan or other extension
                of credit is prohibited by law; or

                            (4) With the consent of the Committee, any
                combination of the consideration provided in the foregoing
                subparagraphs (1), (2) and (3); and



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                        (c) A bona fide written representation and agreement, in
        a form satisfactory to the Committee, signed by the Employee or other
        person then entitled to exercise such Option or portion, stating that
        the shares of stock are being acquired for his own account, for
        investment and without any present intention of distributing or
        reselling said shares or any of them except as may be permitted under
        the Securities Act and then applicable rules and regulations thereunder,
        and that the Employee or other person then entitled to exercise such
        Option or portion will indemnify the Company against and hold it free
        and harmless from any loss, damage, expense or liability resulting to
        the Company if any sale or distribution of the shares by such person is
        contrary to the representation and agreement referred to above. The
        Committee may, in its absolute discretion, take whatever additional
        actions it deems appropriate to insure the observance and performance of
        such representation and agreement and to effect compliance with the
        Securities Act and any other federal or state securities laws or
        regulations. Without limiting the generality of the foregoing, the
        Committee may require an opinion of counsel acceptable to it to the
        effect that any subsequent transfer of shares acquired on an Option
        exercise does not violate the Securities Act, and may issue
        stop-transfer orders covering such shares. Share certificates evidencing
        stock issued on exercise of this Option shall bear an appropriate legend
        referring to the provisions of this subsection (c) and the agreements
        herein. The written representation and agreement referred to in the
        first sentence of this subsection (c) shall, however, not be required if
        the shares to be issued pursuant to such exercise have been registered
        under the Securities Act, and such registration is then effective in
        respect of such shares; and

                        (d) Full payment to the Company (or other employer
        corporation) of all amounts which, under federal, state or local tax
        law, it is required to withhold upon exercise of the Option; with the
        consent of the Committee, (i) shares of the Company's Common Stock owned
        by the Employee duly endorsed for transfer, or (ii) shares of the
        Company's Common Stock issuable to the Employee upon exercise of the
        Option, valued by the Committee at the date of Option exercise, may be
        used to make all or part of such payment; and

                        (e) In the event the Option or portion shall be
        exercised pursuant to Section 4.1 by any person or persons other than
        the Employee, appropriate proof of the right of such person or persons
        to exercise the Option.

SECTION 4.4 - CERTAIN TIMING REQUIREMENTS

        Shares of the Company's Common Stock, whether or not issuable to the
Employee upon exercise of the Option, may be used to satisfy the Option price or
the tax withholding consequences of such exercise in accordance with procedures
set forth by the Committee.



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SECTION 4.5 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

        The shares of stock deliverable upon the exercise of the Option, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon the
exercise of the Option or portion thereof prior to the fulfillment of all of the
following conditions:

               (a)      The admission of such shares to listing on all stock
        exchanges on which such class of stock is then listed; and

               (b)      The completion of any registration or other
        qualification of such shares under any state or federal law or under
        rulings or regulations of the Securities and Exchange Commission or of
        any other governmental regulatory body, which the Committee shall, in
        its absolute discretion, deem necessary or advisable; and

               (c)      The obtaining of any approval or other clearance from
        any state or federal governmental agency which the Committee shall, in
        its absolute discretion, determine to be necessary or advisable; and

               (d)      The payment to the Company (or other employer
        corporation) of all amounts which, under federal, state or local tax
        law, it is required to withhold upon exercise of the Option; and

               (e)      The lapse of such reasonable period of time following
        the exercise of the Option as the Committee may from time to time
        establish for reasons of administrative convenience.

SECTION 4.6 - NO RIGHTS AS SHAREHOLDER

        The holder of the Option shall not be, nor have any of the rights or
privileges of, a shareholder of the Company in respect of any shares purchasable
upon the exercise of any part of the Option unless and until certificates
representing such shares shall have been issued by the Company to such holder.

                                    ARTICLE V
                                OTHER PROVISIONS

SECTION 5.1 - ADMINISTRATION



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        The Committee shall have the power to interpret this Agreement. All
actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon the Employee, the Company and all
other interested persons. No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith with respect
to the Option.

SECTION 5.2 - OPTION NOT TRANSFERABLE

        Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Employee or his
successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.

SECTION 5.3 - SHARES TO BE RESERVED

        The Company shall at all times during the term of the Option reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of this Agreement.

SECTION 5.4 - NOTICES

        Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Employee shall be addressed to him at the address given beneath his
signature hereto. By a notice given pursuant to this Section 5.4, either party
may hereafter designate a different address for notices to be given to him. Any
notice which is required to be given to the Employee shall, if the Employee is
then deceased, be given to the Employee's personal representative if such
representative has previously informed the Company of his status and address by
written notice under this Section 5.4. Any notice shall be deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.

SECTION 5.5 -  NO RIGHT TO EMPLOYMENT

        Nothing in this Agreement shall confer upon the Employee any right to
continue in the employ of the Company or any Subsidiary or shall interfere with
or restrict in any way the rights of the Company and its Subsidiaries, which are
hereby expressly reserved, to discharge the Employee at any time for any reason
whatsoever, with or without cause.



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SECTION 5.6 - TITLES

        Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.

SECTION 5.7 - CONFORMITY TO SECURITIES LAWS

        The Employee acknowledges that the Option is granted and may be
exercised only in such a manner as to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder. Notwithstanding anything herein to the contrary, the Option is
granted and may be exercised only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, this Agreement
shall be deemed amended to the extent necessary to conform to such laws, rules
and regulations.

SECTION 5.8 - AMENDMENT

        The Committee may amend the Option at any time or from time to time. No
amendment shall, without the consent of the holder of the Option, impair the
rights or obligations under the Option.

        IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

                                          NEW PLAN EXCEL REALTY TRUST, INC.

                                          By /s/ James DeCicco
                                            ---------------------------------
                                                 Executive Vice President

/s/ Glenn Rufrano
---------------------------------
Employee


                                          By /s/ Steven F. Siegel
                                            ---------------------------------
                                                         Secretary
---------------------------------

---------------------------------
Address


Employee's Taxpayer
Identification Number:


---------------------------------



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