**Exhibit 10.49**

 
| Responsible Entity**CPT Manager Limited**  ABN 37 054 494 307 | **Centro**

Properties Group | **Centro  Properties Limited**  ABN 45 078 590 682**Centro Property Trust**  ARSN 091 043 793 |
|---------------------------------------------------------------|------------------------------|-----------------------------------------------------------------------------------------------|

 

July 9, 2007

 

Name

 

Position

 

Centro US

 

Dear First name,

 

**Centro Executive Option Plan**

** **

On behalf of the Board ofCentro Properties Limited (“Centro”), I am delighted to offer you theopportunity to participate in an issue of Options pursuant to the CentroExecutive Option Plan (“Plan”).  TheBoard believes the Plan will link your rewards with the strategic long termgoals and performance of Centro and with the maximization of shareholderwealth.

 

**1.**             Invitation

** **

You are invited to apply toreceive [Number] Options over Stapled Securities (“Securities”) in CentroProperties Group (ASX:CNP).  Fiftypercent (50%) of these Options will be subject to a time vesting condition (“TimeOptions”) and fifty percent (50%) will be subject to a performance vestingcondition (“Performance Options”).

 

This invitation is beingmade by Centro Properties Group on behalf of your employer Centro WattManagement Joint Venture 2 LP (“CWMJV”) as a part of the Long Term Incentivecomponent of your compensation package and, where appropriate, is in line withany contractual obligations with CWMJV covering Long Term Incentives.

** **

**Key Dates**

** **

The key dates in relation tothis invitation are:

 
| ·      Opening Date for  Application | **July 10, 2007** |
|--------------------------------------------------------------------|------------------------|
| ·      Closing Date for  Application | **July 20, 2007** |
| ·      Grant Date                    | **July 31, 2007** |

 

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If you wish to apply for agrant of Options under this invitation, your completed Application Form,included with this invitation letter, must be faxed back to Samantha Aveling,Company Secretarial Officer, Centro Properties Group on +61 3 9803 1112 or sentby **PDF** attachment to samantha.aveling@centro.com.auby no later than 5.00 pm Pacific Coast Time on July 20, 2007.

 

**2.**             Terms of the Issue

** **

The invitation is made onthe terms set out in this letter and the Plan Rules.  This letter sets out the terms of issue ofthe Options (in addition to the Plan Rules) to assist you in deciding whetherto apply for the grant of Options pursuant to the Plan.  Enclosed with this letter is a copy of thePlan Rules.  Also enclosed is anExecutive Option Plan Information Memorandum (“Memorandum”) which outlines somefrequently asked questions in relation to the Plan and a summary of the UStaxation consequences.  Terms defined inthis invitation have the same meaning as in the Plan Rules.  In the event of any inconsistency betweenthis invitation, the Plan Rules and the Memorandum, the Plan Rules takeprecedence over both documents and this invitation takes precedence over theMemorandum.

 

**2.1**          Issueof Options

** **

Assuming you submit yourapplication by the date set forth above and you are an employee of a CentroEmployer (as defined in section 2.3 below) on the Grant Date, you will begranted the number of options designated in Section 1 above on the GrantDate.  Each Option will, subject to theseterms of issue, entitle you upon vesting to acquire one Security at theExercise Price (see section 2.2 below).

 

A Security is one fully paidordinary Share in Centro Properties Limited and one Unit in the Centro PropertyTrust, which are stapled together so that one may not be dealt with without theother.  (Each ‘Option’ issued to you infact comprises separate options over a Centro Properties Limited Share (“ShareOption”) and over a Centro Properties Trust Unit (“Unit Option”).)

 

The Securities issued to youwhen you exercise your Options will be of the same class, and will rank equallywith, Securities on issue at the date of issue of your Securities.  However, your Securities will not carry anyrights (e,g. voting or distribution/dividend rights), which attach to thoseSecurities as a result of a record date which occurs before you exercise yourOptions.

 

The Securities will beissued to you not later than 20 business days after you exercise yourOptions.  Centro will apply to have yourSecurities quoted on the ASX within a reasonable time after they are issued toyou.

 

**2.2**          ExercisePrice of Options

** **

As a condition to theexercise of your Options you must pay the Exercise Price to Centro.

 

The Exercise Price will bein A$ and will equal the weighted average of prices at which Securities aretraded on the ASX during the 5 (five) trading days up to and including theGrant Date.  The Exercise Price will benoted on the Option certificate, which will be issued to you.

 

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The Exercise Price may beadjusted in accordance with the Plan Rules if Centro completes a rightsissue or capital reorganization prior to the time you exercise yourOptions.  We will advise you in writingif the Exercise Price is adjusted during the life of your Options.

 

You are reminded of the needto ensure any exercise of these Options, or trading in the Securities issued asa result of the exercise, is carried out in accordance with company policiesand relevant legislation governing Insider Trading.

 

**2.3**          Vestingof Options

** **

Your Options can only beexercised if they vest.  Time Optionswill only vest if you remain employed by a Centro Employer on the VestingDay.  Performance Options will only vestif you remain employed by a Centro Employer on the Vesting Day AND the VestingCondition (see section 2.4 below) is satisfied.

 

For the purposes of thisinvitation, a Centro Employer is a company which is wholly or majority owned byCentro.

 

Subject to a change ofcontrol (see section 2.5 below), the Vesting Day for both Time Options andPerformance Options is July 31, 2010. However, if the UBS Equities Limited “S&P/ASX Property 200Accumulation” index for the period ending on June 30, 2010 is notpublished by that day, the Board may substitute another Vesting Day for thePerformance Options.

 

Note that whereas the 3(three) year period for the purposes of the Vesting Condition for theperformance options (refer 2.4 below) will end on June 30, 2010, theVesting Day will be July 31, 2010 - assuming the relevant UBS Equitiesindex is by then published.  You musttherefore remain employed by a Centro Employer on July 31, 2010 for yourOptions to vest.

 

**2.4**          VestingCondition for Performance Options

** **

The Vesting Condition forthe Performance Options is designed to ensure that both executives and securityholders benefit from the issue of your Performance Options.  Subject to section 2.5, Change of Control, itinvolves a comparison of the Total Shareholder Return (“TSR”) on Centro’sSecurities with that of other Australian listed property trust (“LPT”)securities.

 

Centro’s TSR over the threeyears prior to June 30, 2010 is to be compared to the TSR of each otherentity in the UBS Equities Limited “Standard & Poors/AustralianSecurities Exchange (“S&P/ASX”) Property 200 Accumulation” index (or anysimilar or replacement index as determined by the Board) over the sameperiod.  Only TSRs which have been in theindex for the full 3 (three) years will be compared.

 

TSR measures the totalreturn on a security.  It takes intoaccount both capital appreciation and distributions of income.  It assumes a notional reinvestment ofdistributions paid on the security (on a pre-tax basis) - to purchaseadditional securities at the market price prevailing on the day before thesecurities begin trading ex the relevant distribution.

 

Centro and each of the otherLPTs will be ranked according to their respective TSRs.

 

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The ranking will determinethe number of Performance Options which vest:

 

·              if Centro’s TSR is equal toor exceeds the TSR of 80% of the LPTs ranked, 100% of the Performance Optionswill vest;

 

·              if Centro’s TSR exceeds theTSR of 50% of the LPTs ranked but does not equal or exceed the TSR of 80% ofthe LPTs ranked, the percentage of Options that will vest will be X% where:

 
| X      | =      | 40+ [2 x (P-50)]                                                                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                         |
| And    |   |                                                                                                                                                         |
|   |   |                                                                                                                                                         |
| P      | – | the percentage of the  LPTs ranked that Centro’s TSR is equal to or exceeds (expressed as a whole  number, rounding up any fraction, e.g., 67.5% = 68); |

 

·              if Centro’s TSR is equal tothe TSR of 50% of the LPTs ranked, 40% of the Performance Options will vest;and

 

·              if Centro’s TSR is below theTSR of 50% of the LPTs ranked, none of the Performance Options will vest.

 

If a Performance Option doesnot vest on the Vesting Day it will expire on that day.

 

**2.5**          Changeof Control

** **

In the event that any thirdparty gains control of more than 50% of Centro’s issued Securities prior to July 31,2010, the Vesting Condition will be deemed to have been met.  In this scenario, the exercise period foryour Options would commence on the date of the change in control under thetakeover bid (i.e. the date that the bidder notifies the Australian SecuritiesExchange that it and its associates have a relevant interest in more than 50%of Centro’s Securities) and would end at the end of the takeover period.

 

Alternatively, if Centrodisposes of more than 50% of its ownership of CWMJV, or another employingentity within Centro then employing you, the vesting condition will be deemedto have been met in full.  In thisscenario, the exercise period for your options would begin on the date of thedisposal and would end at a date to be determined by the Board.  At the end of the takeover period, anyunexercised options shall expire and terminate on such date.

 

**2.6**          Exerciseof Options

** **

Once an Option vests, andsubject to the Rules of the Plan and paragraphs 2.8 and 2.9 below, you mayexercise the Option at any time until the earlier of when you cease employmentwith a Centro Employer or expiry of the Option.

 

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**2.7**          Expiryof Options

** **

If your Options do notexpire on the Vesting Day, they will expire at the end of ten years from theday of their issue.  This will be on July 31,2017.  If you do not, or are unable to,exercise your Options by that day, your Options will expire at the end of thatday.

 

**2.8**          Cessationof employment

** **

If you cease to be anemployee of a Centro Employer, you (or your legal personal representative) maystill exercise your Options in certain circumstances.  Those circumstances differ according towhether or not your Options have vested.

 

2.8.1        Optionswhich have not vested

 

If you leave employment witha Centro Employer before your options have vested as a result of termination bya Centro Employer without “cause” or by you for “good reason” (both as definedin your Employment Agreement), the Board will allow you (or your personalrepresentative) to exercise some or all of those options during a period notexceeding 3 months subject to applicable laws or regulations.  The number of options you may exercise willbe determined as follows:

 

·              Time Options

 

Options will vest based on a proportion ofthe time served by the executive since the grant date.

 

·              PerformanceOptions

 

Options will vest byreference to the result of a test of the vesting condition (as outlined above)for the period up to the last trading day of the calendar month preceding thedate of termination.

 

2.8.2        VestedOptions

 

If you cease employment witha Centro Employer and all or some of your options have vested but have not beenexercised, you may exercise those options within 12 months of ceasingemployment (but not after they expire if that occurs within the 12 monthsperiod).

 

**2.9**          USTransfer Restrictions for the Options the and Securities

** **

Neither the Options nor theSecurities issuable upon exercise of the Options have been, or will be,registered under the US Securities Act 1933, as amended (the “Securities Act”),or any other U.S. state or other securities laws.  The Options and the Securities have not beenapproved, disapproved by any U.S. federal, state or other securities commissionor regulatory authority.

 

The Options and theSecurities issuable upon exercise of the Options constitute restrictedsecurities within the meaning of Rule 144 under the Securities Act.  The Options or Securities may be offered,sold or otherwise transferred only:

 

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| (a)    |   | outside of the United States in an offshore  transaction meeting the requirements of Rule 903 or Rule 904 of  Regulation S under the Securities Act;                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                           |
| (b)    |   | pursuant to an exemption from registration under the  Securities Act provided by Rule 144 under the Securities Act (if  available);                                                                                       |
|   |   |                                                                                                                                                                                                                           |
| (c)    |   | to a person whom it reasonably believes is a QIB in  a transaction meeting the requirements of Rule 144A under the Securities  Act; or                                                                                    |
|   |   |                                                                                                                                                                                                                           |
| (d)    |   | pursuant to an effective reorganization statement  under the Securities Act covering the shares, and in each case in accordance  with any applicable securities laws of any state of the United States or  other jurisdiction. |

 

**3.**             How to exercise yourOptions

** **

To exercise your Options youmust complete the Notice of Exercise in the form set out on the back of theOption Certificate; and deliver the completed Notice to the Company Secretarytogether with payment of the Exercise Price for each Option exercised and theamount assessed as withholding tax on the difference between the market priceon the date of exercise and the exercise price. Alternatively, you may make use of an Australian based broker to enable youto sell some or all of your securities on the exercise of your option and tofinance the exercise until settlement of the sale contract.

 

If you choose to availyourself of the financing arrangement, you will instruct the broker to pay theexercise price to Centro on your behalf on the date of exercise and to sell atleast sufficient Securities on market (to cover the exercise cost, brokerageand withholding tax).  The broker wouldrecover these funds from the sale proceeds on Settlement Day, 3 days aftersale, and deliver the withholding tax amount to Centro.  The cost of this arrangement will be coveredwithin the brokerage fee.  The brokerwill then deliver the remainder of the Securities or the net proceeds to you.

 

Further details of thisarrangement will be provided to you prior to the date of vesting.

 

Sufficient Securities willthen be sold on the exercise of your Option to repay the loan to the broker,and to cover the broker’s fee for this service as well as the income taxpayable on the exercise of your options which will need to be collected viawithholding by your employer.  You canthen either elect to receive the balance of the Securities registered in yourname or you can elect for all of the Securities under Option to be sold and theafter tax sales proceeds paid to you. Further details of this arrangement will be communicated to you in duecourse.

 

**4.**             Currency protection

** **

Your ability to gain anybenefits of participation in this Plan are not intended to be influenced by anychanges in the exchange rate between the American Dollar (US$) and AustralianDollar (A$) between the Grant Date and the Vesting Day.  At the Vesting Day, the value of theunderlying Securities will be subject to an adjustment (“Foreign ExchangeAdjustment”) to reflect any movement in A$/US$ exchange rate between the GrantDate and the Vesting Day that will impact the value receivable from the optionsat vesting.

 

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The Foreign ExchangeAdjustment will be determined at the Vesting Day in the following manner:

 
| · |   | Calculate the A$ profit, being the difference between the market  value of the Centro Securities at the date the option vests and the Exercise  Price of the Option (the “Option Profit”)                     |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                         |
| · |   | Calculating the US$ value of the Option Profit by using the average  exchange rate between the A$ and US$ for the calendar month prior to the  Vesting Day (“Profit at Vesting Exchange Rate”); and |
|   |   |                                                                                                                                                                                                                         |
| · |   | Calculating the US$ value of the Option Profit by using the average  exchange rate between the A$ and US$ for the calendar month prior to the  Grant Date (“Profit at Grant Exchange Rate”).        |

 

If the Profit at VestingExchange Rate is less than the Profit at Grant Exchange Rate, Centro will makea payment to you equal to the difference. If at the Vesting Day, the Profit at Vesting Exchange Rate is greaterthan the Profit at Grant Exchange rate, you will be required to reimburseCentro the difference (see 4.1 below).

 

The Foreign ExchangeAdjustment will only apply in the event that an Option Profit in A$ is made atthe Vesting Day (i.e. the market value of the Centro Securities at vesting isgreater than the Exercise Price).

 

By applying for Optionsunder the Plan, you will also be accepting the application of the ForeignExchange Adjustment to any Options granted to you.

 

**4.1**          Paymentof the Foreign Exchange Adjustment

** **

If at the Vesting Day theOption Profit at the Vesting Exchange Rate is less than the Profit at GrantExchange Rate, Centro will make a cash payment to you equal to thedifference.  This payment will be made viathe US payroll as soon as practicable after the vest date.

 

If at the Vesting Day theOption Profit at Vesting Exchange Rate is greater than the Profit at GrantExchange Rate, you will be liable to pay to Centro an amount equal to thedifference.  This payment will become dueat the earlier of the exercise of your Options, the options expire or yourceasing employment with a Centro Employer after the Vesting Day.

 

**5.**             Taxation

** **

US tax laws can be complexand their consequences depend upon your own particular circumstances.  Set out in the attached document is a summaryof the tax implications of the Plan.  Itdoes not constitute tax advice nor any recommendation by Centro concerningtax.  You should obtain your own taxadvice in relation to participating in the Plan.

 

This letter and the enclosedcopy of Rules of the Plan together set out all of the terms of issue ofthe Options.  You should retain thisletter and the Rules in a safe place for future reference.

 

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If you have any questions inrelation to this letter, please contact:

 

John Newman-Morris on +61 38847 0041(email john.newman-morris@centro.com.au); or

 

John Watt on +61 3 8847 0130(email john.watt@centro.com.au)

 

Yours sincerely

 

Brian HealeyChairman

 

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