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                                                                    Exhibit 10.9

                                    AGREEMENT

        AGREEMENT ("Agreement"), dated as of February 23, 2000 ("Effective
Date"), by and between New Plan Excel Realty Trust, Inc., a Maryland corporation
("Company") and Arnold Laubich ("Laubich").

                                    RECITALS

        A.     Laubich is currently Chief Executive Officer and President of the
Company.

        B.     The Company and Laubich entered into an employment agreement
dated as of May 14, 1998 which provides for, among other things, Laubich's
employment by the Company as Chief Executive Officer through at least December
31, 2002 ("1998 Employment Agreement").

        C.     Laubich desires to retire as Chief Executive Officer and
President of the Company and provide for a smooth transition for a new Chief
Executive Officer and President of the Company.

        D.     The Company desires to employ Glenn J. Rufrano ("Rufrano") as a
new Chief Executive Officer and President and Laubich consents to such
employment of Glenn J. Rufrano as a new Chief Executive Officer and President of
the Company.

                                    AGREEMENT

        IN CONSIDERATION of the premises and the mutual covenants set forth
below, the parties hereby agree as follows:

        1.     Resignation. In connection with such retirement, the Company and
Laubich agree that Laubich hereby resigns effective as of the Effective Date as
(a) an officer of the Company, including, but not limited to his position as
Chief Executive Officer and President of the Company, (b) a representative,
agent, signatory and other similar positions in connection with or for the
benefit of the Company and (c) an officer, director, member of any committee,
trustee, representative, agent, signatory and other similar position of any and
all subsidiaries, affiliates (including without limitation, ERT Development
Corporation and its subsidiaries and affiliates) and benefit plans of the
Company; provided, however, that no such resignation shall become effective
until Laubich shall have received the payment described in subsection (a) of the
following paragraph. Notwithstanding the foregoing, Laubich does not resign as a
director of the Company as of the Effective Date but shall resign as a member of
any committee of the Board of Directors of the Company ("Board") of which he is
a member. Laubich agrees to execute all documents that the Company reasonably
determines are necessary or desirable to effectuate or reflect the foregoing.




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        Upon the receipt of the resignations set forth above, the Company shall
provide Laubich with the payments and benefits set forth below; provided,
however, that as a specific condition to Laubich's being entitled to receive any
payments or benefits under this Section 1, the Company must have received the
release in Section 9 of this Agreement:

               (a)      the Company shall pay Laubich two million five hundred
thousand dollars ($2,500,000) in a lump sum on the Effective Date;

               (b)      the Company shall pay Laubich two hundred thousand
dollars ($200,000) payable in a lump sum not later than twenty (20) days
following the Effective Date for all accrued vacation to which he is entitled as
of December 31, 1999. Laubich acknowledges that this amount is the accrued
vacation to which he is entitled as of December 31, 1999, that he will not
accrue additional vacation during the Employment Period (as defined in Section
2), and that upon termination of the Employment Period he shall have no right to
payment for any accrued vacation with respect to the Employment Period;
provided, however, that he shall be entitled to take during the Employment
Period his vacation days accrued during the period from January 1, 2000 to the
Effective Date;

               (c)      all stock options held by Laubich shall continue to vest
on the same schedule and shall remain exercisable through their full original
term as though Laubich continued to be an employee of the Company through their
full original term except that, in the event of Laubich's death, the stock
options shall expire on the first anniversary of his death, but all stock
options can only be exercised by means of attestation of Shares to the extent
Laubich has sufficient number of Shares which had been held for at least six
months prior to exercise of the stock options;

               (d)      the Company shall provide Laubich, his spouse and
dependents for a period of five (5) years following the Date of Termination, as
defined in Section 6(b), medical, hospitalization and dental benefits comparable
to those provided to senior executive officers and their spouses and dependents
during such period on substantially the same terms and conditions as provided to
such senior executive officers (including without limitation Laubich's
obligation to make contributions required to be made by the senior executive
officers). The foregoing sentence shall not prevent the Company from changing
benefit programs provided Laubich (and to the extent applicable, his spouse and
dependents) are treated at least as well under the benefit program as the
Company's senior executive officers (and to the extent applicable, their spouses
and dependents). Notwithstanding anything to the contrary herein, if Laubich,
his spouse or his dependents cannot during such five (5) year period continue to
participate in the Company programs providing such benefits, the Company shall
arrange to provide Laubich, his spouse and his dependents with equivalent
benefits or the economic equivalent of such benefits which they otherwise would
have been entitled to receive under such programs. After such five (5) year
period, to the extent permitted by the applicable plans or policies without
adverse tax or other consequences to the Company or other participants, Laubich,
his spouse and his dependents may continue such medical, hospitalization and
dental benefits, provided Laubich or his spouse or



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dependents pays to the Company the Company's full cost of providing such
benefits to Laubich, his spouse and dependents (which cost may be higher than
COBRA rates). If the benefit continuation referred to in the preceding sentence
would have adverse tax or other consequences to the Company or other
participants but not material adverse tax or other consequences to the Company
or other participants and Laubich (or his spouse or dependents) fully
compensates the Company and participants for the full economic detriment to the
Company and participants (including full tax gross-up of any payments) which
would result from such benefit continuation to the extent permitted without
material adverse tax or other consequences to the Company or other participants,
Laubich (or his spouse or dependents) may continue such medical, hospitalization
and dental benefits for himself, his spouse and dependents, provided Laubich (or
his spouse or dependents) pays to the Company the Company's full cost of
providing such benefits to Laubich, his spouse and dependents (which cost may be
higher than COBRA rates);

               (e)      through the earlier of the fifth anniversary of the
Effective Date or Laubich's death, the Company shall continue to provide to
Laubich the use of the automobile the Company is currently providing Laubich and
the payment of insurance (at the Company's then current coverages for senior
executives) on such automobile; however, Laubich shall be responsible for all
other expenses with respect to the automobile other than insurance and shall
have no right to an automobile replacement under any circumstances.
Notwithstanding the above, Laubich shall be entitled to receive the insurance
proceeds, after applicable deductibles, for any physical damage to and/or any
theft loss with respect to such automobile. On the earlier of the fifth
anniversary of the Effective Date or Laubich's death, such automobile shall be
transferred to Laubich and the Company shall not provide for payment of
insurance on such automobile thereafter or pay any other expenses with respect
to such automobile;

               (f)      Laubich shall be entitled to all other rights,
compensations and/or benefits as may be due him in accordance with the terms and
provisions of any benefit plans or programs of the Company;

               (g)      the Company shall pay Laubich one hundred fifty thousand
dollars ($150,000) in one lump sum on the Effective Date which payment
represents the final portion of Laubich's bonus for 1999; and

               (h)      the Company shall promptly reimburse Laubich for all
reasonable business expenses incurred before the Effective Date in the amount of
five thousand dollars ($5,000.00).

        2.     Transition Employment Period. The period of employment of Laubich
by the Company ("Employment Period") shall continue from the Effective Date
through the six month anniversary of the Effective Date and during any extension
thereof. Upon written notice to Laubich given at least thirty (30) days prior to
the expiration of the six month anniversary of the Effective Date, the Board may
extend the Employment Period for a period ending on the first anniversary of the
Effective Date in which event Laubich agrees to remain in the employ of the



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Company until such extended date. The Employment Period may be sooner terminated
in accordance with Section 5 of this Agreement.

        3.     Position and Duties. During the Employment Period, Laubich will
render to Glenn Rufrano, James Steuterman, James DeCicco and/or Steven Siegel
("Senior Executive Officers") such services of an advisory or consultative
nature as the Senior Executive Officers may reasonably request, to enable the
Company to continue to have the benefit of his experience and knowledge of the
affairs of the Company and of his reputation, experience and contacts in the
industry and to assist in the transition of Laubich's duties to Glenn Rufrano.
Until such time as Rufrano commences full-time employment with the Company
("Rufrano Start Date"), Laubich shall devote not less than five full days per
week (excluding holidays) to performing his duties for the Company. During the
remainder of the Employment Period, Laubich shall devote not less than three
full days per week to performing his duties for the Company. During the
Employment Period and throughout the period Laubich is a director of the
Company, Laubich shall support and shall not, directly or indirectly, take or
cause any action to be taken which may interfere with any proposal to be
submitted to shareholders of the Company which has been approved by the Board
(whether or not such approval was unanimous and whether or not Laubich voted in
favor of or agreed with such proposal) ("Shareholder Proposal") and shall vote
or cause to be voted all shares of common stock of the Company owned or
controlled by Laubich in favor of each Shareholder Proposal. During the
Employment Period, Laubich agrees that he will not serve as a member of the
board of directors or trustees of any of the competitive shopping center REITs
set forth in Exhibit A.

        4.     Compensation and Related Matters.

               (a)      Compensation. During the period in the Employment Period
prior to the Rufrano Start Date, the Company shall pay Laubich, at least
biweekly, at the annual rate of five hundred twenty-five thousand dollars
($525,000) and during the remainder of the Employment Period, the Company shall
pay Laubich, at least biweekly, at a monthly rate equal to forty thousand
dollars ($40,000) ("Base Salary").

               (b)      Welfare, Pension and Incentive Benefit Plans. During the
Employment Period, Laubich (and his spouse and dependents to the extent provided
therein) shall be entitled to participate in and be covered under all the
welfare benefit plans or programs maintained by the Company from time to time
for the benefit of its senior executives including, without limitation, all
medical, hospitalization, disability, dental, life insurance, accidental death
and dismemberment and travel accident insurance plans and programs. In addition,
during the Employment Period, Laubich shall be eligible to participate in all
pension, retirement, savings and other employee benefit plans and programs
maintained from time to time by the Company for the benefit of its senior
executives. The Board will consider Laubich for a bonus for his services for the
Company during 2000 but any bonus shall be determined in the sole discretion of
the Board and there shall be no requirement or obligation that any bonus for
2000 be awarded or paid to Laubich.



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               (c)      Expenses. During the Employment Period, the Company
shall promptly reimburse Laubich for all reasonable business expenses related to
services provided under this Agreement incurred during the Employment Period
upon the presentation of reasonably itemized statements of such expenses in
accordance with the Company's policies and procedures now in force or as such
policies and procedures may be modified with respect to all senior executive
officers of the Company.

               (d)      Office; Secretarial Assistance. During the Employment
Period, the Company shall provide Laubich with secretarial assistance and an
appropriate office at its New York corporate offices but such office need not be
the same office he occupies on the Effective Date.

        5.     Termination of Employment. Laubich's employment hereunder may be
terminated during the Employment Period under the following circumstances:

               (a)      Death. Laubich's employment hereunder shall terminate
upon his death.

               (b)      By Company. The Company shall have the right to
terminate Laubich's employment hereunder at any time by providing Laubich with a
Notice of Termination as set forth in Section 6(a), and such termination shall
not in and of itself be, nor shall it be deemed to be, a breach of this
Agreement.

        6.     Termination Procedure.

               (a)      Notice of Termination. Any termination of Laubich's
employment by the Company under Section 5(b) during the Employment Period shall
be communicated by written notice of termination ("Notice of Termination") to
the other party hereto in accordance with Section 18.

               (b)      Date of Termination. "Date of Termination" shall mean
(i) if Laubich's employment is terminated by his death, the date of his death,
and (ii) if Laubich's employment is terminated by the Company pursuant to
Section 5(b), the date thirty (30) days after the date on which a Notice of
Termination is given by the Company or any later date set forth in such Notice
of Termination.

        7.     Compensation Upon Termination of Employment. In the event the
Company terminates Laubich's employment during the Employment Period or if the
Employment Period expires, the Company shall provide Laubich with the payments
and benefits set forth below; provided, however, as a specific condition to
being entitled to any payments or benefits under this Section 7, the Company
must have received a copy of a release executed by him (in the form set forth in
Exhibit B) from liability for acts between the date of this Agreement and the
Date of Termination and the seven day revocation period provided for in such
release shall have expired.



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               (a)      the Company shall pay to Laubich as soon as practicable
following the Date of Termination his Base Salary through (i) the six month
anniversary of the Effective Date or (ii) in the event the Company has elected
to extend the Employment Period, the period through the extension of the
Employment Period not to extend beyond the first anniversary of the Effective
Date;

               (b)      the Company shall provide to Laubich a release in the
form set forth in Exhibit C;

               (c)      Laubich shall be entitled to all other rights,
compensations and/or benefits as may be due him in accordance with the terms and
provisions of any benefit plans or programs; and

               (d)      the Company shall promptly reimburse Laubich for all
reasonable business expenses related to services provided under this Agreement
incurred during the Employment Period upon the presentation of reasonable
itemized statements of such expenses in accordance with the Company's policies
and procedures now in force or as such policies and procedures may be modified
with respect to all senior executive officers.

        8.     Retention of Items and Documents. Laubich may keep for his
personal use the desk top computer and laptop computer which the Company had
previously provided for his use. Except as otherwise provided in section 1(e)
regarding the automobile and as provided in the preceding sentence, Laubich will
return to Company on the Date of Termination all items provided by Company
including but without limitation all originals and all copies of documents,
notes, computer discs, tapes or other tangible information of any sort which he
has in his possession or under his custody or control that is the property of
Company or is confidential information and will not retain any copies of such
items; provided, however, Laubich may retain the items he received and the
materials he prepared in his capacity as a director.

        9.     Release.

               (a)      Laubich. In consideration for the promises made by the
parties in this Agreement and the Release Agreement to be signed by Laubich on
or about the Date of Termination and the payments to be made by Company under
this Agreement, the receipt and sufficiency of which are hereby acknowledged,
Laubich hereby releases and forever discharges, except as expressly provided
herein, Company and its subsidiaries and affiliates and their shareholders,
directors, officers, agents, representatives, and employees and successors and
assigns, past and present ("Employer Released Parties"), jointly and
individually, from any and all claims, obligations, demands, damages, causes of
action or liabilities of any nature or kind whatsoever, known or unknown, which
Laubich, his heirs, successors or assigns ever had or now have arising out of or
in any way connected with his employment and/or separation from Company or its
subsidiaries and affiliates including, but not limited to, claims arising under
or relating to the employment agreement dated as of May 14, 1998 between the
Company and Laubich, Laubich's services in any of the capacities described in
Section 1 and Laubich's services as a director of the



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Company; provided, however, that this release does not include, and specifically
excludes, any and all claims, obligations, demands, damages, causes of action or
liabilities relating to or arising out of (i) any benefit plans or programs of
the Company, including, without limitation, the stock options described in
Section 1(c); (ii) this Agreement, and (iii) indemnification under the Company's
articles of incorporation or by-laws. Without limiting the generality of the
foregoing or the excluded items contained in the proviso in the immediately
preceding sentence, this release applies to any right which Laubich, his heirs,
successors or assigns have or may have to commence or maintain a charge or
action alleging discrimination under any federal, state, or local statute
(whether before a court or an administrative agency), including, but not limited
to, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income
Security Act of 1974, the Americans with Disabilities Act, the Family and
Medical Leave Act, the Fair Labor Standards Act, all as amended from time to
time, and to any right which Laubich, his heirs, successors or assigns have or
may have to commence or maintain a claim for attorneys' fees, wrongful
discharge, estoppel, breach of contract, damage to personal or professional
reputation, misrepresentation, and/or intentional or negligent infliction of
emotional distress. Laubich warrants and represents he has not directly or
indirectly transferred or assigned rights or causes of action against the
Employer Released Parties. Laubich agrees not to make, assert or maintain any
charge, claim, demand or action which would be covered by this release. If
Laubich breaches this provision, he agrees to indemnify the Employer Released
Parties against all liability, costs and expenses, including reasonable
attorneys' fees, related to such breach.

               (b)      Company. In consideration for the promises made by the
parties in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby releases and forever discharges, except as
hereinafter expressly provided, Laubich and his successors and assigns, past and
present ("Laubich Released Parties"), jointly and individually, from any and all
claims, obligations, demands, damages, causes of action or liabilities of any
nature or kind whatsoever, known or unknown, which the Company and/or a
subsidiary or affiliate of the Company ever had or now has arising out of or in
any way connected with Laubich's employment and/or separation from Company or
its subsidiaries and affiliates including, but not limited to, claims arising
under or relating to the employment agreement dated as of May 14, 1998 between
the Company and Laubich, Laubich's services in any capacities described in
Section 1 and Laubich's services as a director of the Company; provided,
however, that this release does not include, and specifically excludes, any and
all claims, obligations, demands, damages, causes of action or liabilities
relating to or arising from any claims as to which indemnification of a director
or officer of the Company would be unavailable under Maryland law. The Company
warrants and represents that neither it, nor a subsidiary, nor an affiliate of
the Company has directly or indirectly transferred or assigned rights or causes
of action against the Laubich Released Parties. The Company agrees not to make,
assert or maintain (either directly or indirectly through a subsidiary or an
affiliate of the Company) any charge, claim, demand or action which would be
covered by this release. If the Company breaches this provision, it agrees to
indemnify the Laubich Released Parties against all liability, costs and
expenses, including reasonable attorneys' fees, related to such breach.



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        10.    Cooperation. For four (4) years after expiration of the
Employment Period, Laubich agrees to make himself available at reasonable times
during normal business hours and upon reasonable notice to the Senior Executive
Officers and the Company's accountants for the purpose of assisting with
responding to questions, depositions, administrative proceedings and court
hearings, executing documents, and cooperating with Company and its accountants
and legal counsel with respect to claims and litigation of which he has personal
or corporate knowledge. The Company agrees to pay Laubich a per diem of $2500
per day for each full or partial day of service (including travel days)
performed by Laubich for the Company hereunder and the Company shall reimburse
Laubich for all reasonable expenses, including, without limitation, travel
expenses, incurred in connection with such service upon the presentation of
reasonable itemized statements of such expenses in accordance with the Company's
policies and procedures now in force or as such policies and procedures may be
modified with respect to all senior executive officers.

        11.    Non-Disparagement.

               (a)      Laubich agrees that he will not, directly or indirectly,
individually or in concert with others, intentionally engage in any conduct or
make any statement that is calculated or likely to have the effect of
undermining or disparaging the reputation of the Company or any entity in
control of, controlled by or under common control with the Company or in which
the Company owns any material amount of common or preferred stock or interest or
any entity in control of, controlled by or under common control with such entity
("Affiliate"), or their good will, products, or business opportunities or that
is calculated or likely to have the effect of undermining or disparaging the
reputation of any officer, director, agent, representative, or employee, past or
present, of the Company and/or its Affiliates; provided, however, that this
Section shall not preclude Laubich from writing a book regarding the history of
the Company provided that no disparaging or negative remarks are made with
respect to any officer, director or employee, past or present, of the Company or
its Affiliates; and provided further, however, that Laubich will be able to
respond to any statement made or published by the Company in breach of its
obligations under Section 11(b) below (and/or a statement made by a current or
former director or officer of the Company that would have been in violation of
this provision had such person been a party to this Agreement).

               (b)      The Company agrees that it will not, directly or
indirectly, individually or in concert with others, intentionally engage in any
conduct or make any statement that is calculated or likely to have the effect of
undermining or disparaging the reputation of Laubich; provided, however, that
the Company will be able to respond to any statement made or published by
Laubich in breach of his obligations under Section 11(a) above. The Company will
inform its directors and executive officers of this requirement and will take
reasonable measures to cause its directors and officers to comply with it.

        12.    ADEA Waiver. Laubich acknowledges that this Agreement includes a
waiver of any rights and claims arising under the Age Discrimination in
Employment Act ("ADEA"). Laubich understands he is not waiving rights or claims
that may arise after the date this Agreement



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is executed. Laubich agrees that in exchange for the consideration he is paid
under this Agreement, he will execute another release from liability in the
Company's favor on or about the Date of Termination in the form set forth in
Exhibit B. Laubich acknowledges that the consideration he is receiving in
exchange for his waiver of the rights and claims specified herein exceeds
anything of value to which he already is entitled. Laubich acknowledges that he
was advised in writing on or prior to January 31, 2000, to consult with an
attorney prior to executing this Agreement. Laubich acknowledges that he has
entered into this Agreement knowingly and voluntarily with full understanding of
its terms and after having had the opportunity to seek and receive advice and
counsel from his attorney. Laubich acknowledges that he was given a period of at
least twenty-one (21) days within which to consider this Agreement and was so
advised in writing on or prior to January 31, 2000. Laubich understands that he
may revoke this ADEA waiver during the seven (7) days following the execution of
this Agreement and that the ADEA waiver shall not become effective or
enforceable until that seven-day revocation period has expired.

        13.    Mitigation. Laubich shall not be required to mitigate amounts
payable under this Agreement by seeking other employment or otherwise, and there
shall be no offset against amounts due Laubich under this Agreement on account
of subsequent employment. Additionally, amounts owed to Laubich under this
Agreement shall not be offset by any claims the Company may have against
Laubich, and the Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any other circumstances, including, without limitation, any
counterclaim, recoupment, defense or other right which the Company may have
against Laubich or others.

        14.    Confidential Information, Ownership of Documents;
Non-Competition.

               (a)      Confidential Information. Laubich shall hold for the
benefit of the Company all trade secrets and confidential information, knowledge
or data relating to the Company and its businesses and investments, which shall
have been obtained by Laubich during Laubich's employment by the Company and
which is not generally available public knowledge (other than by acts by Laubich
in violation of this Agreement). Except as may be required or appropriate in
connection with his carrying out his duties or enforcing his rights under this
Agreement, Laubich shall not, without the prior written consent of the Company
or as may otherwise be required by law or any legal process, or as is necessary
in connection with any adversarial proceeding against the Company (in which case
Laubich shall use his reasonable best efforts in cooperating with the Company in
obtaining a protective order against disclosure by a court of competent
jurisdiction), communicate or divulge any such trade secrets, information,
knowledge or data to anyone other than the Company and those designated by the
Company or on behalf of the Company in the furtherance of its business or to
perform duties hereunder.

               (b)      Removal of Documents; Rights to Products. All records,
files, drawings, documents, models, equipment, and the like relating to the
Company's business which Laubich has control over shall not be removed from the
Company's premises without its written consent, unless



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such removal is in the furtherance of the Company's business or is in connection
with Laubich's carrying out his duties under this Agreement and, if so removed,
shall be returned to the Company promptly after termination of Laubich's
employment hereunder, or otherwise promptly after removal if such removal occurs
following termination of employment. Laubich shall assign to the Company all
rights to trade secrets and other products relating to the Company's business
developed by him alone or in conjunction with others at any time while employed
by the Company.

               (c)      Protection of Business. During the Employment Period and
until the first anniversary of the later of Laubich's Date of Termination or the
date Laubich ceases to be a director of the Company, Laubich will not (i) engage
in any business, directly or as an officer, director, partner or joint venturer,
related to strip shopping centers or factory outlet centers, which is
competitive with the Company, (ii) divert to any person or entity any strip
shopping center or factory outlet center project that the Company or its
Affiliates are pursuing, developing or attempting to develop on the Effective
Date of this Agreement, unless such project has been inactive for over nine (9)
months, or (iii) solicit any officer, employee (other than secretarial staff) or
consultant of the Company to leave the employ of the Company; provided, however,
that nothing in this sentence shall prohibit Laubich from dealing in any manner
with the properties and partnerships listed in Exhibit D, or from consulting
with or performing services for entities leasing space as tenants in strip
shopping centers or factory outlet centers other than those centers in which the
Company, directly or indirectly, owns an interest. Notwithstanding the preceding
sentence, Laubich shall not be prohibited from owning the securities of any
publicly traded corporation, whether or not such corporation is in competition
with the Company and Laubich shall not be precluded from retaining any interest
or investment owned or held by Laubich as of the Effective Date. If, at any
time, the provisions of this Section 14(c) shall be determined to be invalid or
unenforceable, by reason of being vague or unreasonable as to area, duration or
scope of activity, this Section 14(c) shall be considered divisible and shall
become and be immediately amended to only such area, duration and scope of
activity as shall be determined to be reasonable and enforceable by the court or
other body having jurisdiction over the matter; and Laubich agrees that this
Section 14(c) as so amended shall be valid and binding as though any invalid or
unenforceable provision had not been included herein.

               (d)      Injunctive Relief. In the event of a breach or
threatened breach of this Section 14, Laubich agrees that the Company shall be
entitled to injunctive relief in a court of appropriate jurisdiction to remedy
any such breach or threatened breach, Laubich acknowledging that damages would
be inadequate and insufficient.

               (e)      Continuing Operation. Except as specifically provided in
this Section 14, the termination of Laubich's employment or of this Agreement
shall have no effect on the continuing operation of this Section 14.



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        15.    Indemnification and Insurance.

               (a)      General. The Company agrees that if Laubich is made a
party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that Laubich is or was a trustee, director or officer of the
Company or any subsidiary or affiliate of the Company or is or was serving at
the request of the Company or any subsidiary or affiliate as a trustee,
director, officer, member, employee or agent of another corporation or a
partnership, joint venture, trust or other enterprise, including, without
limitation, service with respect to employee benefit plans, whether or not the
basis of such Proceeding is alleged action in an official capacity as a trustee,
director, officer, member, employee or agent while serving as a trustee,
director, officer, member, employee or agent, Laubich shall be indemnified and
held harmless by the Company to the fullest extent authorized by Maryland law,
as the same exists or may hereafter be amended, against all Expenses incurred or
suffered by Laubich in connection therewith, and such indemnification shall
continue as to Laubich even if Laubich has ceased to be an officer, director,
trustee or agent, or is no longer employed by the Company and shall inure to the
benefit of his heirs, executors and administrators.

               (b)      Expenses. As used in this Agreement, the term "Expenses"
shall include, without limitation, damages, losses, judgments, liabilities,
fines, penalties, excise taxes, settlements, and costs, attorneys' fees,
accountants' fees, and disbursements and costs of attachment or similar bonds,
investigations, and any expenses of establishing a right to indemnification
under this Agreement.

               (c)      Enforcement. If a claim or request under this Agreement
is not paid by the Company or on its behalf, within thirty (30) days after a
written claim or request has been received by the Company, Laubich may at any
time thereafter bring suit against the Company to recover the unpaid amount of
the claim or request and, if successful in whole or in part, Laubich shall be
entitled to be paid also the Expenses of prosecuting such suit. All obligations
for indemnification hereunder shall be subject to, and paid in accordance with,
applicable Maryland law.

               (d)      Partial Indemnification. If Laubich is entitled under
any provision of this Agreement to indemnification by the Company for some or a
portion of any Expenses, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify Laubich for the portion of such Expenses
for which Laubich is entitled to indemnification.

               (e)      Advances of Expenses. Expenses incurred by Laubich in
connection with any Proceeding shall be paid by the Company in advance upon
request of Laubich that the Company pay such Expenses; but only in the event
that Laubich shall have delivered in writing to the Company (i) an undertaking
to reimburse the Company for Expenses with respect to which Laubich is not
entitled to indemnification and (ii) an affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the Company has
been met.



                                       11

<PAGE>   12

               (f)      Notice of Claim. Laubich shall give to the Company
notice of any claim made against him for which indemnification will or could be
sought under this Agreement. In addition, Laubich shall give the Company such
information and cooperation as it may reasonably require relating to such claims
and as shall be reasonably within Laubich's power, at such times and places as
are convenient for Laubich.

               (g)      Defense of Claim. With respect to any Proceeding as to
which Laubich notifies the Company of the commencement thereof:

                        (i)    The Company will be entitled to participate
        therein at its own expense;

                        (ii)   Except as otherwise provided below, to the extent
        that it may wish, the Company will be entitled to assume the defense
        thereof, with counsel reasonably satisfactory to Laubich which in the
        Company's sole discretion may be regular counsel to the Company and
        may be counsel to other officers and directors of the Company or any
        subsidiary. Laubich also shall have the right to employ his own
        counsel in such action, suit or proceeding if he reasonably concludes
        that failure to do so would involve a conflict of interest between the
        Company and Laubich, and under such circumstances the fees and
        expenses of such counsel shall be at the expense of the Company; and

                        (iii)  The Company shall not be liable to indemnify
        Laubich under this Agreement for any amounts paid in settlement of any
        action or claim effected without its written consent. The Company shall
        not settle any action or claim in any manner which would impose any
        penalty or limitation on Laubich without Laubich's written consent.
        Neither the Company nor Laubich will unreasonably withhold or delay
        their consent to any proposed settlement.

               (h)      Non-exclusivity. The right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Section 15 shall not be exclusive of any other
right which Laubich may have or hereafter may acquire under any statute,
provision of the declaration of trust or certificate of incorporation or by-laws
of the Company or any subsidiary, agreement, vote of shareholders or
disinterested directors or trustees or otherwise.

               (i)      Insurance. From the Effective Date through the sixth
anniversary of Laubich ceasing to be a director of the Company, the Company
agrees that Laubich shall be covered under any director's and officer's
liability insurance policy maintained by the Company with respect to the Board
and senior executive officers as in effect from time to time but the Company
shall have no requirement or obligation to continue to maintain any director's
and officer's liability insurance policy.



                                       12

<PAGE>   13

        16.    Legal Fees and Expenses. The Company shall pay, or reimburse
Laubich for at Laubich's discretion, reasonable attorney fees actually incurred
by Laubich in connection with the negotiation, execution and delivery of this
Agreement in an amount up to ten thousand dollars ($10,000). If any contest or
dispute shall arise between the Company and Laubich regarding any provision of
this Agreement, the Company shall reimburse Laubich for all legal fees and
expenses reasonably incurred by Laubich in connection with such contest or
dispute, but only if Laubich prevails in respect of the material issues in
dispute of Laubich's claims brought and pursued in connection with such contest
or dispute. Such reimbursement shall be made as soon as practicable following
the final resolution of such contest or dispute to the extent the Company
receives reasonable written evidence of such fees and expenses.

        17.    Successors; Binding Agreement.

               (a)      Company's Successors. No rights or obligations of the
Company under this Agreement may be assigned or transferred except that the
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as herein before defined and any
successor to its business and/or assets (by merger, purchase or otherwise) which
executes and delivers the agreement provided for in this Section 17 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.

               (b)      Laubich's Successors. No rights or obligations of
Laubich under the Agreement may be assigned or transferred by Laubich other than
his rights to payments or benefits hereunder, which may be transferred only by
will or the laws of descent and distribution. Upon Laubich's death, this
Agreement and all rights of Laubich hereunder shall inure to the benefit of and
be enforceable by Laubich's beneficiary or beneficiaries, personal or legal
representatives, or estate, to the extent any such person succeeds to Laubich's
interests under this Agreement. Laubich shall be entitled to select and change a
beneficiary or beneficiaries to receive any benefit or compensation payable
hereunder following Laubich's death by giving the Company written notice
thereof. In the event of Laubich's death or a judicial determination of his
incompetence, reference in this Agreement to Laubich shall be deemed, where
appropriate, to refer to his beneficiary(ies), estate or other legal
representative(s). If Laubich should die on or after the Effective Date while
any amounts (which shall not include any Base Salary for any period after
Laubich's death if he died while employed by the Company) would still be payable
to him hereunder if he had continued to live, all such amounts unless otherwise
provided herein shall be paid in accordance with the terms of this Agreement to
such person or persons so appointed in writing by Laubich, or otherwise to his
legal representatives or estate and the provisions of Section 1(d) relating to
medical, dental and hospitalization benefits shall continue to apply with
respect to Laubich's surviving spouse and/or dependents.



                                       13

<PAGE>   14

        18.    Notice. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered either personally or by
United States certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:

If to Laubich:

        Arnold Laubich
        4 Laura Lane
        Scarsdale, New York 10583

with a copy to:

        Fred C. Kneip
        Milbank, Tweed, Hadley & McCloy LLP
        1 Chase Manhattan Plaza
        New York, New York 10005

If to the Company:

        New Plan Excel Realty Trust, Inc.
        1120 Avenue of the Americas
        New York, New York  10036
        Attn:  General Counsel

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

        19.    Miscellaneous. No provisions of this Agreement may be amended,
modified, or waived unless such amendment or modification is agreed to in
writing signed by Laubich and by a duly authorized officer of the Company, and
such waiver is set forth in writing and signed by the party to be charged. No
waiver by either party hereto at any time of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. The respective rights
and obligations of the parties hereunder of this Agreement shall survive
Laubich's termination of employment and the termination of this Agreement to the
extent necessary for the intended preservation of such rights and obligations.
The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of New York without regard to its
conflicts of law principles.

        20.    Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of the Agreement, which shall remain in full force and
effect.



                                       14

<PAGE>   15

        21.    Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

        22.    Entire Agreement. Except as otherwise expressly provided herein,
this Agreement sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto in respect of such subject matter. Any prior agreement of
the parties hereto in respect of the subject matter contained herein, including
without limitation, the 1998 Employment Agreement, is hereby terminated and
canceled with no rights or claim to any payment or benefits thereunder
(including without limitation any payments or benefits under the 1998 Employment
Agreement for termination by the Company without Cause or by Laubich for Good
Reason).

        23.    Withholding. All payments under this Agreement shall be subject
to any required withholding of Federal, state and local taxes pursuant to any
applicable law or regulation.

        24.    Press Release; Annual Report. The Company and Laubich will
mutually agree upon the text of a statement concerning the circumstances of
Laubich's retirement and resignation from the Company, and the Company will
inform Laubich reasonably in advance of the making of such statement. All
subsequent announcements and communications to be made by the Company in
relation to Laubich's retirement and resignation shall be based upon and
consistent with such statement. The Company will inform its directors and
executive officers of this requirement and will take reasonable measures to
cause its directors and officers to comply with it. In addition, the Company and
Laubich will mutually agree upon a brief statement from Laubich to the
shareholders to be included in the Company's next annual report for the purpose
of allowing Laubich to express his thanks and appreciation to the shareholders,
employees and customers of the Company.

        25.    Noncontravention. The Company represents that this Agreement has
been fully authorized by the Board and that the Company is not prevented from
entering into, or performing this Agreement by the terms of any law, order, rule
or regulation, its by-laws or certificate of incorporation, or any agreement to
which it is a party, other than which would not have a material adverse effect
on the Company's ability to enter into or perform this Agreement.

        26.    Section Headings. The section headings in this Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.

        27.    ACKNOWLEDGMENT. LAUBICH REPRESENTS AND AGREES THAT HE FULLY
UNDERSTANDS HIS RIGHT TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH LEGAL
COUNSEL AND, TO THE EXTENT HE DEEMS APPROPRIATE, HE HAS FULLY AVAILED HIMSELF OF
THIS RIGHT, AND HE HAS CAREFULLY READ AND



                                       15

<PAGE>   16

FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT AND IS VOLUNTARILY
ENTERING INTO THEM.



                                       16

<PAGE>   17

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.

                                      NEW PLAN EXCEL REALTY TRUST,
                                      INC., a Maryland corporation

                                      By: /s/ Steven F. Siegel
                                         -----------------------------
                                      Name:   Steven F. Siegel
                                           ---------------------------
                                      Title:  Sr. VP
                                            --------------------------


                                      ARNOLD LAUBICH

                                      /s/ Arnold Laubich
                                      --------------------------------



                                       17