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                                                                    EXHIBIT 10.9


                                AMENDMENT TO THE
                            EXCEL REALTY TRUST, INC.
                        DIRECTORS' 1994 STOCK OPTION PLAN
                       (AMENDED AND RESTATED MAY 10, 1996)


        WHEREAS, Excel Realty Trust, Inc. ("Company") previously adopted the
Excel Realty Trust, Inc. Directors' 1994 Stock Option Plan ("Plan"); and

        WHEREAS, pursuant to the Plan, the Board of Directors has reserved the
right to amend the Plan; and

        WHEREAS, the Company desires to amend the Plan.

        NOW, THEREFORE, the Plan is hereby amended effective September 28, 1998
as follows:

        1.      The Plan shall be known as the "New Plan Excel Realty Trust,
Inc. Directors' 1994 Stock Option Plan."

        2.      Section 1. PURPOSE OF THE PLAN. is amended by deleting the words
"EXCEL REALTY TRUST, INC." appearing in the first sentence thereof, and
substituting the words "NEW PLAN EXCEL REALTY TRUST, INC." therefor.

        3.      The text of Section 2. STOCK SUBJECT TO PLAN. is deleted in its
entirety, and the following is substituted therefor:

                "The maximum number of shares of stock for which options granted
        hereunder may be exercised shall be 288,000 shares of the Company's
        Common Stock, par value $.01 per share, subject to the adjustments
        provided in Section 7 for events after September 28, 1998. Shares of
        stock subject to the unexercised portions of any options granted under
        this Plan which expire or terminate or are cancelled may again be
        subject to options under the Plan."

        4.      The first sentence of subsection (a) of Section 4.
ADMINISTRATION. is deleted in its entirety, and the following is substituted
therefor:

                "The Plan shall be administered by a committee (the "Committee")
        which shall consist of two or more directors, appointed by and holding
        office at the pleasure of the Board of Directors."

        5.      The text of Section 5. GRANT OF OPTIONS. is deleted in its
entirety, and the following is substituted therefor:


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                "On May 25th of each year or the first business day thereafter
        (these annual dates of grant are collectively referred to herein as the
        "date of grant"), each director then in office (which would include
        current and continuing directors as well as any director who later joins
        the Board) shall receive an option exercisable for a number of shares
        determined pursuant to the following formula:

                Number of option shares = 3,000 + (250 multiplied by the number
                of years of continuous service beginning in 1997, including any
                years of continuous service as a trustee of New Plan Realty
                Trust beginning in 1997 and any portion of any fiscal year of
                service as a full year).

                The number of shares subject to options allocated under the
        revised formula escalates each year as a result of being based on years
        of service as a director. Notwithstanding any other provision of this
        Plan, no option hereunder shall be granted unless shares with respect to
        such option are then available therefor under Sections 2 and 7. In
        consideration of the granting of the option, the option holder shall be
        deemed to have agreed to remain as a director of the Company for a
        period of at least one year after the date of grant. Nothing in this
        Plan shall, however, confer upon any option holder any right to continue
        as a director of the Company or shall interfere with or restrict in any
        way the rights of the Company or the Company's stockholders, which are
        hereby expressly reserved, to remove any option holder at any time for
        any reason whatsoever, with or without cause, to the extent permitted by
        the Company's bylaws and applicable law."

        6.      The text of subsection (b) of Section 6. OPTION PROVISIONS. is
deleted in its entirety, and the following is substituted therefor:

                "Payment for stock purchased upon any exercise of the option
        shall be made in full in cash concurrently with such exercise. However,
        at the discretion of the Board, the terms of the option may: (i) allow
        payment, in whole or in part, through the surrender of shares of Common
        Stock then issuable upon exercise of the option having a Fair Market
        Value on the date of option exercise equal to the aggregate exercise
        price of the option or exercised portion thereof; (ii) allow payment, in
        whole or in part, through the delivery of a promissory note bearing
        interest (at no less than such rate as shall then preclude the
        imputation of interest under the Internal Revenue Code of 1986, as
        amended (the "Code") and payable upon such terms as may be prescribed by
        the Board, or (iii) allow payment through any combination of the
        consideration provided in the foregoing subparagraphs (i) and (ii). In
        the case of a promissory note, the Board 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."


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        7.      The text of Subsection (g) of Section 6 OPTION PROVISIONS. is
deleted in its entirety, and the following is substituted therefor:

                "Except as set forth hereinbelow, the option shall not be
        transferable by the option holder other than by will or the laws of
        descent and distribution, may not be pledged or hypothecated, and shall
        be exercisable during the option holder's lifetime only by the option
        holder or by his or her guardian or legal representative. The Committee
        in its sole discretion may permit an option holder to transfer options
        subject to any conditions or limitations specified by the Committee."

        8.      The text of subsection (j) of Section 6 OPTION PROVISIONS. is
deleted in its entirety, and the following is substituted therefor:

                "At the discretion of the Board, shares of Common Stock issuable
        to the optionee upon exercise of the option may be used to satisfy the
        option exercise price or the tax withholding consequences of such
        exercise."

        9.      The text of Section 8. CORPORATE REORGANIZATIONS. is deleted in
its entirety, and the following is substituted therefor:

                "In the event of the proposed dissolution or liquidation of the
        Company, the option will terminate immediately prior to the consummation
        of such proposed action, unless otherwise provided by the Committee. The
        Committee may, in the exercise of its sole discretion in such instances,
        declare that any option shall terminate as of a date fixed by the
        Committee.

                In the event the Company is merged or consolidated with another
        corporation or another entity, or in the event the property or stock of
        the Company is acquired by another corporation or another entity, or in
        the event of a reorganization of the Company, or in the event of any
        extraordinary transaction, the board of directors or trustees of any
        corporation or trust, respectively, assuming the obligations of the
        Company hereunder or the Committee, as applicable, shall have the right
        to provide for the continuation of options granted under the Plan or for
        other equitable adjustments as determined by the board of directors or
        trustees of such corporation, or trust respectively, assuming the
        obligations of the Company hereunder or the Committee, as applicable (by
        means, such as, for example, cash payment in an amount equal to the
        difference between the share price and the option price, conversion into
        other property or securities, or giving written notice to option holders
        that their options will become immediately exercisable, notwithstanding
        any waiting period otherwise prescribed by the Committee, as applicable,
        and that such options must be exercised within a specified period of
        days of such notice or they will be terminated)."


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        10.     Section 9. DURATION, TERMINATION AND AMENDMENT OF PLAN. is
amended by deleting the last two sentences thereof in their entirety.

        11.     In all other respects, the Plan, as amended, shall continue in
full force and effect.


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