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                                                                    EXHIBIT 10.4


                           BRADLEY REAL ESTATE, INC.
                      1993 Stock Option and Incentive Plan
                  As Amended and Restated on September 9, 1996


1.       PURPOSE; DEFINED TERMS

         (a)     This 1993 Stock Option and Incentive Plan (the "Plan") is
intended as a performance incentive for officers, Directors, employees and
consultants of Bradley Real Estate, Inc. (the "Company") and its Subsidiaries
(as hereinafter defined) to enable the persons to whom Options or other Awards
are granted (the "Optionees" or "Grantees") to acquire or increase a
proprietary interest in the success of the Company.  The Company intends that
this purpose will be effected by the granting of "incentive stock options"
("Incentive Options") as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and nonqualified stock options ("Nonqualified
Options"), and rights to receive restricted stock ("Restricted Stock Awards"),
unrestricted stock ("Unrestricted Stock Awards"), performance shares
("Performance Share Awards"), stock appreciation rights ("Stock Appreciation
Rights") and dividend equivalent rights ("Dividend Equivalent Rights").

         (b)     The undifferentiated terms "Option" and "Options" include both
Incentive Options and Nonqualified Options.  The terms "Award" and "Awards"
include Options, Restricted Stock Awards, Unrestricted Stock Awards,
Performance Share Awards, Stock Appreciation Rights and Dividend Equivalent
Rights.  The term "Subsidiaries" includes any corporation, partnership or other
organization in which the Company owns at the time of the grant of the Award
fifty percent or more of the economic interest in the equity of such
organization.

2.       AWARDS TO BE GRANTED AND ADMINISTRATION

         (a)     Options granted under the Plan may be either Incentive Options
or Nonqualified Options, and shall be designated as such at the time of grant.
To the extent that any Option intended to be an Incentive Option shall fail to
qualify as an "incentive stock option" under the Code, such Option shall be
deemed to be a Nonqualified Option; and, subject to the preceding part of this
sentence, any Option not designated as either an Incentive Option or a
Nonqualified Option shall be presumed to be intended to be an Incentive Option
unless clear by its terms that it is not eligible to qualify as an Incentive
Option.

         (b)     The Plan shall be administered by a committee (the
"Committee") of not less than two Directors of the Company appointed by the
Board of Directors of the Company (the "Board of Directors").  It is the
intention of the Company that each member of the Committee shall be a
"non-employee director" as that term is defined and interpreted pursuant to
Rule 16b-3(b)(3) or any successor rule thereto promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), and an "outside director" within
the
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meaning of Section 162(m) of the Code and the regulations promulgated
thereunder.  Unless otherwise determined by the Board of Directors, the members
of the Compensation Committee of the Board of Directors shall serve as the
Committee under the Plan to the extent such members of the Compensation
Committee are "non-employee directors" and "outside directors."  Action by the
Committee shall require the affirmative vote of a majority of all its members.

         (c)     Subject to the terms and conditions of the Plan, the Committee
shall have the power:

                 (i)      To determine from time to time the Awards to be
         granted to eligible persons under the Plan and to prescribe the terms
         and provisions (which need not be identical) of Awards granted under
         the Plan to such persons;

                 (ii)     To construe and interpret the Plan and grants
         thereunder and to establish, amend, and revoke rules and regulations
         for administration of the Plan.  In this connection, the Committee may
         correct any defect or supply any omission, or reconcile any
         inconsistency in the Plan, in any Award agreement, or in any related
         agreements, in the manner and to the extent it shall deem necessary or
         expedient to make the Plan fully effective.  All decisions and
         determinations by the Committee in the exercise of this power shall be
         final and binding upon the Company and the Optionees and Grantees;

                 (iii)    To amend any outstanding Award, subject to Section 17
         hereof, and to accelerate or extend the vesting or exercisability of
         any Award and to waive conditions or restrictions on any Awards, to
         the extent it shall deem appropriate; and

                 (iv)     Generally, to exercise such powers and to perform
         such acts as are deemed necessary or expedient to promote the best
         interests of the Company with respect to the Plan.

3.       AUTHORIZED SHARES

         (a)     Awards may be granted under the Plan for up to such aggregate
number of Shares of Common Stock, par value $.01 per share, of the Company
("Shares") as does not exceed 5% of the total number of outstanding Shares
(which limit shall be applied in the case of each Award on the basis of the
total number of outstanding Shares at the time of such grant and without
considering as outstanding any Shares that are the subject of any Awards
granted on the same day as such grant or any unexercised options under the Plan
or any other option plan of the Company); provided, however, that the maximum
number of Shares for which Incentive Options may be granted under the Plan
shall not exceed 500,000 Shares (which number is subject to adjustment as
provided in Section 13).  Subject to such overall limitations, Shares may be
issued pursuant to any type or types of Award; provided, however, that Options
or Stock Appreciation Rights with respect to not more than 250,000 Shares
(which number is subject to adjustment as provided in Section 13) may be
granted to any one individual during any one calendar year period.


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         (b)     Whenever any outstanding Option under the Plan expires, is
cancelled or is otherwise terminated (other than by exercise in the case of
Incentive Options), the Shares allocable to the unexercised portion of such
Option may again be the subject of Awards under the Plan.  The Shares
underlying any other Awards which are forfeited, canceled, reacquired by the
Company, satisfied without the issuance of Shares or otherwise terminated
(other than by exercise) shall also be added back to the Shares available for
issuance under the Plan.

4.       ELIGIBILITY

         (a)     Incentive Options may be granted only to officers or other
employees of the Company or its Subsidiaries, including members of the Board of
Directors who are also officers or employees of the Company or any of its
Subsidiaries.  All other Awards may be granted to officers or other employees
of the Company or any of its Subsidiaries and to consultants (which term
includes persons who provide services to the Company or its Subsidiaries).
Nonqualified Options may be granted to non-employee members of the Board of
Directors pursuant to Section 7.

         (b)     No person shall be eligible to receive any Incentive Option
under the Plan if, at the date of grant, such person beneficially owns stock
representing in excess of 9.8 percent of the voting power of all outstanding
capital stock of the Company.

         (c)     Notwithstanding any other provision of the Plan, the aggregate
fair market value (determined as of the time the Incentive Option is granted)
of the Shares with respect to which Incentive Options are exercisable for the
first time by any individual during any calendar year (under all plans of the
Company and its parent and Subsidiaries, if any) shall not exceed $100,000.

5.       TERMS OF THE OPTION AGREEMENTS

         Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Committee shall from time to time deem
appropriate.  Option agreements need not be identical, but each option
agreement by appropriate language shall include the substance of all of the
following provisions, and any such provisions may be included in the option
agreement by reference to the Plan:

         (a)     Expiration; Termination of Employment.  Each Option shall
expire on the date specified in the option agreement, which date shall not be
later than the tenth anniversary of the date on which the Option was granted
("grant date") in the case of an Incentive Option and not later than one week
following the tenth anniversary of the grant date in the case of a Nonqualified
Option.  If an Optionee's employment with the Company or any of its
Subsidiaries terminates for any reason, the Committee may in its discretion
provide, at any time, that any outstanding Option granted to such Optionee
under the Plan shall be exercisable for such period following termination of
employment as may be specified by the Committee, subject to the expiration date
of such Option.





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         (b)     Minimum Shares Exercisable.  The minimum number of shares with
respect to which an Option may be exercised at any one time shall be one
hundred (100) shares, or such lesser number as is subject to exercise under the
Option at the time.

         (c)     Exercise.  Each Option shall be exercisable in such
installments (which need not be equal) and at such times as may be designated
by the Committee.  To the extent not exercised, installments shall accumulate
and be exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the Option expires.

         (d)     Purchase Price.  The purchase price per Share subject to each
Option shall be determined by the Committee; provided, however, that the
purchase price per Share subject to each Incentive Option shall be not less
than the fair market value of the Shares on the date such Option is granted,
which unless otherwise determined by the Committee in any particular case shall
be deemed to be the average closing price of the Shares as reported on the
principal stock exchange on which the Shares are listed on each of the ten
business days immediately preceding the date of the grant of the Option.

         (e)     Rights of Optionees.  No Optionee shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii)
all requirements under applicable law and regulations shall have been complied
with to the satisfaction of the Company, (iii) the Company shall have issued
and delivered the Shares to the Optionee, and (iv) the Optionee's name shall
have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other ownership
rights with respect to such Shares.

         (f)     Transfer.  No Option granted hereunder shall be transferable
by the Optionee other than by will or by the laws of descent and distribution,
and such Option may be exercised during the Optionee's lifetime only by the
Optionee, or his or her guardian or legal representative.  Notwithstanding the
foregoing, the Committee may provide in an option agreement that the optionee
may transfer, without consideration for the transfer, his Nonqualified Option
to members of his immediate family, to trusts for the benefit of such family
members, to partnerships in which such family members are the only partners and
to charities.

6.       METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

         (a)     Any Option granted under the Plan may be exercised by the
Optionee in whole or, subject to Section 5 (b) hereof, in part by delivering to
the Company on any business day a written notice specifying the number of
Shares the Optionee then desires to purchase (the "Notice").

         (b)     Payment for the Shares purchased pursuant to the exercise of
any Option shall be made either:  (i) in cash or by check for good funds or
other payment acceptable to the Company equal to the Option exercise price for
the number of shares specified in the Notice (the "Total Option Price"); (ii)
if authorized by the applicable option agreement and if





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permitted by law, by delivery of Shares that the Optionee may freely transfer
having a fair market value, determined by reference to the provisions of
Section 5 (d) hereof, equal to or less than the Total Option Price, plus cash
in an amount equal to the excess, if any, of the Total Option Price over the
fair market value of such Shares; (iii) by the Optionee delivering the Notice
to the Company together with irrevocable instructions to a broker to promptly
deliver the Total Option Price to the Company in cash or by other method of
payment acceptable to the Company, provided, however, that the Optionee and the
broker shall comply with such procedures and enter into such agreements of
indemnity or other agreements as the Company shall prescribe as a condition of
payment under this clause (iii); (iv) if the Directors have authorized the loan
of funds to the Optionee for the purpose of enabling or assisting the Optionee
to effect the exercise of the Option, with the proceeds of such loan; or (v)
any combination of the foregoing which in the aggregate equals the Total Option
Price.

         (c)     The delivery of certificates representing Shares to be
purchased pursuant to the exercise of an Option will be contingent upon the
Company's receipt of the Total Option Price and of any written representations
from the Optionee required by the Committee, and the fulfillment of any other
requirements contained in the option agreement or applicable provisions of law.

7.       OPTIONS GRANTED TO INDEPENDENT DIRECTORS

         (a)     Each Director who is not also an employee of the Company or
any of its Subsidiaries (an "Independent Director") who is serving as Director
of the Company on the next business day after the adjournment of each annual
meeting of stockholders, beginning with the 1996 annual meeting, shall
automatically be granted on such day a Nonqualified Option to acquire 2,500
Shares.  The exercise price per share for the Shares covered by an Option
granted under this Section 7 shall be equal to the fair market value of the
Shares, determined by reference to the formula stated in Section 5(d), on the
date the Option is granted.

         (b)     An Option granted under this Section 7 shall be exercisable in
full as of the grant date and for a term of ten years thereafter provided that
if the Optionee ceases to be a Director for any reason, such Option shall
thereafter be exercisable by the Optionee, or by his or her legal
representative, for a period of two years from the date of termination, or
until the expiration of the stated term of the Option if earlier.  Options
granted under this Section 7 may be exercised only by written notice to the
Company specifying the number of shares to be purchased.  Payment of the full
purchase price of the shares to be purchased may be made by one or more of the
methods specified in Section 6(b) (i), (ii) or (iii).  An Optionee shall have
the rights of a stockholder only as to Shares acquired upon the exercise of an
Option and not as to unexercised Options.

         (c)     The provisions of this Section 7 shall govern the rights and
obligations of the Company and Independent Directors respecting Options granted
or to be granted to Independent Directors pursuant to this Section 7,
notwithstanding any other provision of the Plan.





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8.       RESTRICTED STOCK AWARDS

         (a)     A Restricted Stock Award is an Award entitling the recipient
to acquire Shares, at par value or such other purchase price determined by the
Committee, subject to such restrictions and conditions as the Committee may
determine at the time of grant ("Restricted Stock").  Conditions may be based
on continuing employment (or other business relationship) and/or achievement of
pre-established performance goals and objectives.

         (b)     Upon execution of a written instrument setting forth the
Restricted Stock Award and paying any applicable purchase price, a Grantee
shall have the rights of a stockholder with respect to the voting of the
Restricted Stock, subject to such conditions contained in the written
instrument evidencing the Restricted Stock Award.  Unless the Committee shall
otherwise determine, certificates, evidencing the Restricted Stock shall remain
in the possession of the Company until such Restricted Stock is vested as
provided in Section 8(d) below.

         (c)     Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the written instrument evidencing the Restricted Stock Award.  If
a Grantee's employment (or other business relationship) with the Company and
its Subsidiaries terminates for any reason, the Company shall have the right to
repurchase all shares of Restricted Stock with respect to which conditions have
not lapsed at their purchase price, from the Grantee or the Grantee's legal
representative.

         (d)     The Committee at the time of grant shall specify the date or
dates and/or the attainment of preestablished performance goals, objectives and
other conditions on which the non-transferability of the Restricted Stock and
the Company's right of repurchase or forfeiture shall lapse.  Subsequent to
such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions
have lapsed shall no longer be Restricted Stock and shall be deemed "vested."
Except as may otherwise be provided by the Committee at any time, a Grantee's
rights in any shares of Restricted Stock that have not vested shall
automatically terminate upon the Grantee's termination of employment (or other
business relationship) with the Company and its Subsidiaries and such shares
shall either be forfeited or subject to the Company's right of repurchase as
provided in this Section 8.

         (e)     The written instrument evidencing the Restricted Stock Award
may require or permit the immediate payment, waiver, deferral or investment of
dividends paid on the Restricted Stock.

9.       UNRESTRICTED STOCK AWARDS

         (a)     The Committee may, in its sole discretion, grant (or sell at a
purchase price determined by the Committee) an Unrestricted Stock Award,
pursuant to which the Grantee may receive Shares free of any restrictions under
the Plan.  Unrestricted Stock Awards may





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be granted or sold as described in the preceding sentence in respect of past
services or other valid consideration, or in lieu of any cash compensation due
to such Grantee.

         (b)     The Committee may permit the Grantee of any Unrestricted Stock
Award to elect in advance to defer receipt of such Award in accordance with
such rules and procedures as may be established by the Committee for that
purpose.  The Grantee of any deferred Unrestricted Stock Award shall be
entitled to receive Dividend Equivalent Rights on the deferred Shares unless
otherwise specified by the Committee.

         (c)     The right to receive Shares on a deferred basis may not be
sold, assigned, transferred, pledged or otherwise encumbered, other than by
will or the laws of descent and distribution.

10.      PERFORMANCE SHARE AWARDS

         (a)     Nature of Performance Share Awards.  A Performance Share Award
is an Award entitling the recipient to acquire Shares upon the attainment of
specified performance goals.  The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan.  The Committee in its sole discretion shall determine whether and to whom
Performance Share Awards shall be made, the performance goals applicable under
each such Award, the periods during which performance is to be measured, and
all other limitations and conditions applicable to the Performance Share
Awards.

         (b)     Restrictions on Transfer.  Performance Share Awards and all
rights with respect to such Awards may not be sold, assigned, transferred,
pledged or otherwise encumbered, other than by will or the laws of descent and
distribution.

         (c)     Rights as a Shareholder.  A participant receiving a
Performance Share Award shall have the rights of a shareholder only as to
Shares actually received by the participant under the Plan and not with respect
to Shares subject to the Award but not actually received by the participant.  A
participant shall be entitled to receive a stock certificate evidencing the
acquisition of Shares under a Performance Share Award only upon satisfaction of
all conditions specified in the written instrument evidencing the Performance
Share Award (or in a performance plan adopted by the Committee).

         (d)     Termination.  Except as may otherwise be provided by the
Committee at any time prior to termination of employment (or other business
relationship), a participant's rights in all Performance Share Awards shall
automatically terminate upon the participant's termination of employment (or
business relationship) with the Company and its Subsidiaries for any reason.

         (e)     Acceleration, Waiver, Etc.  At any time prior to the
participant's termination of employment (or other business relationship), the
Committee may in its sole discretion accelerate, waive or, subject to Section
17 hereof, amend any or all of the goals, restrictions or conditions imposed
under any Performance Share Award.





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11.      STOCK APPRECIATION RIGHTS

         (a)     Nature of Stock Appreciation Rights.  A Stock Appreciation
Right is an Award entitling the recipient to receive an amount in cash or
Shares or a combination thereof having a value equal to the excess of the fair
market value of a Share, determined by reference to Section 5(d) hereof, on the
date of exercise over the exercise price per Stock Appreciation Right set by
the Committee at the time of grant, which price shall not be less than 85% of
the fair market value of the Shares on the grant date (or over the option
exercise price per share, if the Stock Appreciation Right was granted in tandem
with an Option) multiplied by the number of Shares with respect to which the
Stock Appreciation Right shall have been exercised, with the Committee having
the right to determine the form of payment.

         (b)     Grant of Stock Appreciation Rights.  A Stock Appreciation
Right may be granted by the Committee in tandem with, or independently of, any
Option granted pursuant to the Plan (other than Options granted pursuant to
Section 7).  In the case of a Stock Appreciation Right granted in tandem with a
Nonqualified Option, such Stock Appreciation Right may be granted either at or
after the time of the grant of such Option.  In the case of a Stock
Appreciation Right granted in tandem with an Incentive Stock Option, such Stock
Appreciation Right may be granted only at the time of the grant of the Option.

         (c)     Terms and Conditions of Stock Appreciation Rights.  Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Committee, subject to the following:

                 (i)      Stock Appreciation Rights granted in tandem with an
         Option shall be exercisable at such time or times and to the extent
         that the related Option shall be exercisable.

                 (ii)     A Stock Appreciation Right or applicable portion
         thereof granted in tandem with an Option shall terminate and no longer
         be exercisable upon the termination or exercise of the related Option.
         Upon exercise of a Stock Appreciation Right, the applicable portion of
         any related Option shall be surrendered.

                 (iii)    Stock Appreciation Rights granted in tandem with an
         Option shall be transferable only when and to the extent that the
         underlying Option would be transferable.  Stock Appreciation Rights
         not granted in tandem with a Option shall not be transferable
         otherwise than by will or the laws of descent or distribution.  All
         Stock Appreciation Rights shall be exercisable during the
         participant's lifetime only by the participant or the participant's
         legal representative.

12.      DIVIDEND EQUIVALENT RIGHTS

         (a)     Dividend Equivalent Rights.  A Dividend Equivalent Right is an
Award entitling the recipient to receive credits based on cash dividends that
would be paid on the Shares specified in the Dividend Equivalent Right (or
other Award to which it relates) if such Shares were held by the recipient.  A
Dividend Equivalent Right may be granted hereunder





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as a component of another Award or as a freestanding Award.  The terms and
conditions of Dividend Equivalent Rights shall be specified in the grant.
Dividend equivalents credited to the holder of a Dividend Equivalent Right may
be paid currently or may be deemed to be reinvested in additional Shares, which
may thereafter accrue additional equivalents.  Any such reinvestment shall be
at fair market value of the Shares, determined by reference to Section 5(d)
hereof, on the date of reinvestment or, at the discretion of the Company, at
such other price as may then apply under any dividend reinvestment plan
sponsored by the Company.  Dividend Equivalent Rights may be settled in cash or
Shares or a combination thereof, in a single installment or installments, at
the discretion of the Company.  A Dividend Equivalent Right granted as a
component of another Award may provide that such Dividend Equivalent Right
shall be settled upon exercise, settlement, or payment of, or lapse of
restrictions on, such other Award, and that such Dividend Equivalent Right
shall expire or be forfeited or annulled under the same conditions as such other
Award.  A Dividend Equivalent Right granted as a component of another
Award may also contain terms and conditions different from such other Award.

         (b)     Interest Equivalents.  Any Award under the Plan that is
settled in whole or in part in cash on a deferred basis may provide in the
grant for interest equivalents to be credited with respect to such cash
payment.  Interest equivalents may be compounded and shall be paid upon such
terms and conditions as may be specified by the grant.

13.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION

         (a)     If the Shares as a whole are increased, decreased, changed
into or exchanged for a different number or kind of shares or securities of the
Company, whether through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure or the like, an
appropriate and proportionate adjustment shall be made in the number and kind
of shares subject to the Plan, and in the number, kind, and per share exercise
price of shares subject to outstanding unexercised Options or other Awards or
portions thereof granted prior to any such change; but no such adjustments
shall be made with respect to outstanding unexercised Options or other Awards
solely as a result of the Company's issuance of additional Shares or purchase
of outstanding Shares in either case for fair consideration as determined by
the Board of Directors.  In the event of any such adjustment in an outstanding
Award, the Optionee or Grantee thereafter shall have the right to purchase the
number of Shares under such Award at the per share price, as so adjusted, which
the Optionee or Grantee could purchase at the total purchase price applicable
to the Award immediately prior to such adjustment.

         (b)     Adjustments under this Section 13 shall be determined by the
Committee and such determinations shall be conclusive.  The Committee shall
have the discretion and power in any such event to determine and to make
effective provision for acceleration of the time or times at which any Option
or portion thereof shall become exercisable.  No fractional Shares shall be
issued under the Plan on account of any adjustment specified above.





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14.      EFFECT OF CERTAIN TRANSACTIONS

         In the case of (i) the dissolution or liquidation of the Company, (ii)
a reorganization, merger, consolidation or other business combination in which
the Company is acquired by another entity or in which the Company is not the
surviving entity, or (iii) the sale of all or substantially all of the assets
of the Company to another entity, the Plan and the Awards issued hereunder
shall terminate upon the effectiveness of any such transaction or event, unless
provision is made in connection with such transaction for the assumption of
Awards theretofore granted, or the substitution for such Awards of new awards,
by the successor entity or parent thereof, with appropriate adjustment as to
the number and kind of shares and the per share exercise prices, as provided in
Section 13.  In the event of such termination, all outstanding Options and
Stock Appreciation Rights shall be exercisable in full for at least fifteen
days prior to the date of such termination whether or not otherwise exercisable
during such period.

15.      TAX WITHHOLDING

         (a)     Each Grantee (which term shall be deemed to include an
Optionee) shall, no later than the date as of which the value of any Award
granted hereunder or of any Shares or other amounts received thereunder first
becomes includable in the gross income of the Grantee for federal income tax
purposes (the "Tax Date"), pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.

         (b)     With the consent of the Committee, a Grantee may elect to have
such tax withholding obligation satisfied, in whole or in part, by (i)
authorizing the Company to withhold from Shares to be issued pursuant to an
Award a number of Shares with an aggregate fair market value (determined in
accordance with Section 5(d) as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
Shares owned by the Grantee with an aggregate fair market value (determined in
accordance with Section 5(d) as of the date the withholding is effected) that
would satisfy the withholding amount due.

16.      CHANGE OF CONTROL PROVISIONS

         Upon the occurrence of a Change of Control as defined in this Section
16:

         (a)     Each outstanding Option and Stock Appreciation Right shall
automatically become fully exercisable.

         (b)     All restrictions and conditions on each Restricted Stock
Award, Performance Share Award and Dividend Equivalent Right shall
automatically lapse and all Awards under the Plan shall be deemed fully vested.

         (c)     "Change of Control" shall mean the occurrence of any one of
the following events:





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                 (i)      any "person," as such term is used in Sections 13(d)
         and 14(d) of the Act (other than the Company, any of its Subsidiaries,
         or any trustee, fiduciary or other person or entity holding securities
         under any employee benefit plan or trust of the Company or any of its
         Subsidiaries), together with all "affiliates" and "associates" (as
         such terms are defined in Rule 12b-2 under the Act) of such person,
         shall become the "beneficial owner" (as such term is defined in Rule
         13d-3 under the Act), directly or indirectly, of securities of the
         Company representing 25% or more of either (A) the combined voting
         power of the Company's then outstanding securities having the right to
         vote in an election of the Board of Directors ("voting securities") or
         (B) the then outstanding Shares (in either such case other than as a
         result of an acquisition of securities directly from the Company); or

                 (ii)     persons who, as of the effective date of the
         amendment and restatement of the Plan, constitute the Company's Board
         of Directors (the "Incumbent Directors") cease for any reason,
         including, without limitation, as a result of a tender offer, proxy
         contest, merger or similar transaction, to constitute at least a
         majority of the Board, provided that any person becoming a Director of
         the Company subsequent to the Effective Date whose election or
         nomination for election was approved by a vote of at least a majority
         of the Incumbent Directors shall, for purposes of this Plan, be
         considered an Incumbent Director; or

                 (iii)    the stockholders of the Company shall approve (A) any
         consolidation or merger of the Company or any Subsidiary where the
         stockholders of the Company, immediately prior to the consolidation or
         merger, would not, immediately after the consolidation or merger,
         beneficially own (as such term is defined in Rule 13d-3 under the
         Act), directly or indirectly, shares representing in the aggregate 80%
         or more of the voting securities of the corporation issuing cash or
         securities in the consolidation or merger (or of its ultimate parent
         corporation, if any), (B) any sale, lease, exchange or other transfer
         (in one transaction or a series of transactions contemplated or
         arranged by any party as a single plan) of all or substantially all of
         the assets of the Company or (C) any plan or proposal for the
         liquidation or dissolution of the Company.

         Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of Shares or other voting securities outstanding, increases (x) the
proportionate number of Shares beneficially owned by any person to 25% or more
of the Shares then outstanding or (y) the proportionate voting power
represented by the voting securities beneficially owned by any person to 25% or
more of the combined voting power of all then outstanding voting securities;
provided, however, that if any person referred to in clause (x) or (y) of this
sentence shall thereafter become the beneficial owner of any additional Shares
or other voting securities (other than pursuant to a stock split, stock
dividend, or similar transaction), then a "Change of Control" shall be deemed
to have occurred for purposes of the foregoing clause (i).





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17.      AMENDMENT OF THE PLAN

         The Board of Directors may discontinue the Plan or amend the Plan at
any time, and from time to time, subject to any required regulatory approval,
the limitation set forth in Section 7(c) and the limitation that, except as
provided in Sections 5, 13 and 14 hereof, no amendment shall be effective
unless approved by the stockholders of the Company in accordance with
applicable law and regulations at an annual or special meeting held within
twelve months before or after the date of adoption of such amendment, where
such amendment will:

         (a)     increase the number of Shares as to which Awards may be
granted under the Plan.

         (b)     change in substance Section 4 hereof relating to eligibility
to participate in the Plan;

         (c)     change in substance Section 5(d) relating to the requirement
that the purchase price per Share subject to each Incentive Option be not less
than the fair market value of the Shares on the date such Incentive Option is
granted;

         (d)     increase the maximum term of Options provided for herein; or

         (e)     otherwise materially increase the benefits accruing to
participants under the Plan.

         Except as provided in Section 5, 13 and 14 hereof, rights and
obligations under any Award granted before any amendment of the Plan shall not
be altered or impaired by such amendment, except with the consent of the
Grantee.

18.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of Shares or stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or
only in specific cases.  Neither the Plan nor any Award granted hereunder shall
be deemed to confer upon any employee any right to continued employment with
the Company or its Subsidiaries.

19.      GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

         (a)     The obligation of the Company to sell and deliver Shares with
respect to Awards granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such





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<PAGE>   13
approvals by governmental agencies as may be deemed necessary or appropriate by
the Committee.

         (b)     The Plan shall be governed by Maryland law, except to the
extent that such law is preempted by federal law.

20.      EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL

         The Plan first became effective on March 4, 1993, the date that it was
approved by the Board of Trustees of the Company's predecessor, Bradley Real
Estate Trust; the Plan was approved by the shareholders of said Trust in
accordance with applicable laws and regulations at the annual meeting held on
May 20, 1993.  The Plan was amended and restated by the Board of Directors on
March 13, 1996; such amendment and restatement was approved by the stockholders
of the Company in accordance with applicable laws and regulations at the annual
meeting held on May 9, 1996.  Following amendment by the Securities and
Exchange Commission of Rule 16b-3 under the Act effective August 15, 1996, the
Plan was further amended and restated by the Board of Directors on September 9,
1996.  No Awards may be granted under the Plan after March 4, 2003 the tenth
anniversary of the original effective date of the Plan.








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