**Exhibit 10.47**

 

**Centro Properties Group**

 

**Employee Security Plan**

 

**Prime Retail Property Trust(to be renamed Centro Property Trust)**ARSN 091 043 793

 

**Prime Property Management Limited(to be renamed Centro Properties Limited)**ABN 45 078 590 682

 

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**TABLE OF CONTENTS**

 
| **Clause** | ** **                                           | ** **                                               | **Page** |
|------------|------------------------------------------------------|----------------------------------------------------------|----------|
|       |                                                 |                                                     |
| 1.         | Meaning of  words and interpretation                 | 1                                                        |
|       |                                                 |                                                     |     |
|       | 1.1                                                  | Meaning of  words                                        | 1        |
|       | 1.2                                                  | Interpretation                                           | 4        |
|       |                                                 |                                                     |     |
| 2.         | Maximum  number of Securities issued under the Plan  | 4                                                        |
|       |                                                 |                                                     |     |
| 3.         | Acquisition  and allotment of Securities             | 5                                                        |
|       |                                                 |                                                     |     |
|       | 3.1                                                  | Invitation  to Participate                               | 5        |
|       | 3.2                                                  | Number and  price of Securities offered                  | 5        |
|       | 3.3                                                  | Application  for Loan                                    | 6        |
|       | 3.4                                                  | Applications  to participate                             | 6        |
|       | 3.5                                                  | Issue terms                                              | 7        |
|       | 3.6                                                  | Separate  record of Loan                                 | 7        |
|       |                                                 |                                                     |     |
| 4.         | Rights  attaching to Securities                      | 7                                                        |
|       |                                                 |                                                     |     |
|       | 4.1                                                  | Cash  Dividends                                          | 7        |
|       | 4.2                                                  | Cash  Distributions                                      | 8        |
|       | 4.3                                                  | Bonus Shares  and Bonus Units                            | 8        |
|       | 4.4                                                  | Rights                                                   | 9        |
|       | 4.5                                                  | Voting  Rights                                           | 9        |
|       |                                                 |                                                     |     |
| 5.         | Restriction  on transfer and cessation of employment | 10                                                       |
|       |                                                 |                                                     |     |
|       | 5.1                                                  | No sale or  dealing                                      | 10       |
|       | 5.2                                                  | No transfer                                              | 10       |
|       | 5.3                                                  | Notification  of period of restriction                   | 10       |
|       | 5.4                                                  | Cessation of  Employment                                 | 10       |
|       | 5.5                                                  | No claim                                                 | 12       |
|       | 5.6                                                  | Conditions                                               | 12       |
|       | 5.7                                                  | Right of  Participating Employee to deal with Securities | 12       |
|       | 5.8                                                  | Other  Conditions                                        | 13       |
|       |                                                 |                                                     |     |
| 6.         | Accounts                                             | 13                                                       |
|       |                                                 |                                                     |     |
| 7.         | Notices                                              | 13                                                       |
|       |                                                 |                                                     |     |
| 8.         | Amendment                                            | 13                                                       |
|       |                                                 |                                                     |     |
| 9.         | ASIC Relief                                          | 14                                                       |
|       |                                                 |                                                     |     |
| 10.        | Administration  of the Plan                          | 14                                                       |
|       |                                                 |                                                     |     |
| 11.        | Rights of  Participating Employees                   | 15                                                       |
|       |                                                 |                                                     |     |
| 12.        | Governing  law, Jurisdiction and Process             | 15                                                       |
|       |                                                 |                                                     |     |
| 13.        | Paramountcy  of Trust Deed                           | 15                                                       |
|            |                                                      |                                                          |          |  |

 

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| 14. | Schedule — Loan Scheme |   |   |
|-----|-----------------------------|--------|--------|

 

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**Employee Security Plan — Rules**Adopted on 17 September 2004 at the Prime Retail Group Annual GeneralMeeting

 

**R** E C I T A L S

 

A.            This plan relates to Shares and Units thathave been linked together so that the Shares may not be dealt with without aUnit (and vice versa).  Stapledsecurities will be allotted to employees or purchased by employees asdetermined by the Board.

 

B.            The stapled securities will be funded by aninterest free loan from the Company for 100% of the issue or purchase price ofthe stapled securities.

 

C.            The Company wishes to establish a plan tobe known as the Centro Properties Group Employee Security Plan to assist in theretention and motivation of employees of the Group.

 

D.            The Trustee has approved this Plan.

 

E.             The rules of the Loan Scheme are setout in the Schedule to these Rules.

 

**These Rules provide**

 

**1.**             Meaning ofwords and interpretation

 

**1.1**          Meaning of words

 

In these Rules:

 

**Acceptance Date**means the last date for receipt of applications to participate in the Plan asspecified in the Application Form.

 

**Account of a Participating Employee**means an account referred to in rule 6.

 

**Application Form **meansan application to participate in the Plan in the form determined by the Boardfrom time to time.

 

**Auditor** meansany person registered as an auditor under the *CorporationsAct 2001* (Cth).

 

**ASX** meansAustralian Stock Exchange Limited.

 

**Board** meansall or some of the Directors acting as a board of the Company.

 

**Bonus Share**means the shares in respect of the Shares issued as part of a bonus issue toshareholders of the Company.

 

**Bonus Unit**means the units in the Trust issued as part of a bonus issue to Unit Holders ofthe Trust.

 

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**Cash Distribution**means a distribution from the Trust.

 

**Cash Dividend**means a dividend declared or paid with respect to Shares which is payablewholly in cash or, in the case of a dividend declared or paid with respect toShares which is payable only partly in cash, that part of the dividend which ispayable in cash.

 

**Company** meansPrime Property Management Limited (ABN 45 078 590 682).

 

**Director**means a director of the Company.

 

**Eligible Employee**means:

 

(a)           a person who has been in the permanent full employmentof an entity (including a trust) which is in the Group for a period of at least12 months before an invitation is made under this Plan; and

 

(b)           person who has not been in the permanent fullemployment of a body corporate which is in the Group for a period of at least12 months before an invitation is made under this Plan but who the Directorsdeem to be an Eligible Employee for the purposes of these Rules,

 

and includes a director of abody corporate in the Group who holds on a permanent full time basis salariedemployment in a body corporate which is in the Group.

 

**Employee**means an employee of an entity (including a trust) which is in the Group(including a director of a body corporate in the Group who holds on a permanentfull time basis salaried employment in a body corporate which is in the Group).

 

**Employee Entity**means:

 

(a)           a corporation that is directly or indirectly owned orcontrolled by an Eligible Employee or his family; or

 

(b)           a natural person or corporation who is to hold the Securitiesfor the benefit of an Eligible Employee or his family.

 

**Group** meansthe Company and each body corporate that is a subsidiary of the Company underDivision 6 of Part 1.2 of the *Corporations Act 2001*(Cth), and the Trust and any entity controlled by the Trust or a company in theGroup.

 

**Listing Rules **meansthe Listing Rules of ASX.

 

**Loan** means aloan made by the Company under the Loan Scheme.

 

**Loan Scheme**means the Company’s Employee Security Plan – Loan Scheme set out in theSchedule.

 

**Loan Scheme Participating Employee**means a Participating Employee to whom a Loan has been made by the Companyunder the Loan Scheme.

 

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**Loan Scheme Rules **meansthe rules of the Loan Scheme as amended from time to time.

 

**Loan Security**means:

 

(a)           a Security acquired directly orindirectly with the proceeds of a Loan; and

 

(b)           a Bonus Share or Bonus Unit deemed to be a LoanSecurity by virtue of rule 4.3(c).

 

**Participating Employee**means:

 

(a)           an Employee who participates in the Plan; or

 

(b)           an Employee who has been invited and has applied toparticipate in the Plan but has elected under rule 3.4(b) to haveSecurities offered to the Employee acquired by the Employee Entity, or

 

(c)           and where the context requires, any Employee Entitywhich participates in the Plan.

 

**Plan** meansthe Prime Employee Security Plan as established by these rules.

 

**Related Loan**means in relation to a Loan Security, the Loan which directly or indirectlyfunded the acquisition of the Loan Security or the Loan which directly orindirectly funded the Loan Security in respect of which the Bonus Share andBonus Unit was issued or deemed to be issued.

 

**Restricted Security**means a Security which the Participating Employee may not deal with until theconditions of rule 0 are satisfied.

 

**Rights** meansany rights to acquire:

 

(a)           shares or other securities issued or to be issued bythe Company; or

 

(b)           Units or other securities issued or to be issued bythe Trust.

 

**Security**means a Share and a Unit which are linked together and registered in the nameof the holder.

 

**Share** meansan ordinary share in the capital of the Company.

 

**Tax Act** meansthe *Income Tax Assessment Act 1936* (Cth) andthe *Income Tax Assessment Act 1997* (Cth).

 

**Trust** meansthe Prime Retail Property Trust ARSN 091 043 793 (to be renamed Centro PropertyTrust).

 

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**Trust Deed**means the constitution of the Trust created by deed dated 20 January 1984between James Aloysius Harris and Micram Pty Limited as amended from time totime.

 

**Trustee** meansthe trustee from time to time of the Trust.

 

**Unit** means anundivided share in the beneficial interest in the Trust as provided in theTrust Deed.

 

**Unit Holder**means a person registered as holding a Unit in the Trust.

 

**Unrestricted Security**means a security that is not a Restricted Security.

 

**1.2**           Interpretation

 

In this deed, unless the context requires adifferent interpretation:

 

(a)           headings and words in bold type are for convenienceonly and do not affect the interpretation of this deed;

 

(b)           the singular includes the plural and the pluralincludes the singular;

 

(c)           words of one gender include any gender;

 

(d)           an expression implying a natural person includes anycorporation or other body corporate, partnership, joint venture, associationand any governmental or semi-governmental agency;

 

(e)           a reference to a clause or schedule is a reference toa clause of, and a schedule to, this deed and a reference to this deed includesany schedule;

 

(f)            a reference to a statute or regulation includes allstatutes and regulations amending, consolidating or replacing them, and allregulations, proclamations, ordinances and by-laws issued under that statute;

 

(g)          a reference to a document includes an amendment orsupplement to, or replacement or novation of, that document; and

 

(h)           a reference to cash includes cheque and bank cheque.

 

**2.**             Maximumnumber of Securities issued under the Plan

 

(a)           Shares must not be issued under this Plan, ifimmediately following the proposed issue either:

 

(1)         the number of Shares proposed to beissued; plus

 

(2)         the number of Shares issued underthe Plan in the period of 5 years preceding the time of the proposed issue ofShares under this Plan; plus

 

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(3)         the number of Shares issued underevery other employee incentive scheme of the Company in the period of 5 yearspreceding the time of the proposed issue of Shares under this Plan;

 

would exceed 5% of the number of Shares in the issued capital of the Companyimmediately following the proposed issue; or

 

(b)           Units must not be issued under this Plan, ifimmediately following the proposed issue either:

 

(1)         the number of Units proposed to beissued; plus

 

(2)         the number of Units issued under thePlan in the period of 5 years preceding the time of the proposed issue of Unitsunder this Plan; plus

 

(3)         the number of Units issued underevery other employee incentive scheme of the Company in the period of 5 yearspreceding the time of the proposed issue of Units under this Plan;

 

would exceed 5% of the number of issued Units of the Trust immediatelyfollowing the proposed issue.

 

**3.**                                      Acquisitionand allotment of Securities

 

**3.1**          Invitation toParticipate

 

The Board may, in its absolute discretion,and subject to any approvals of shareholders of the Company or approvals ofUnit Holders of the Trust required by law or the Listing Rules and anynecessary consent of the Trustee in respect of the issue or transfer of Units,at intervals determined by the Board, invite any Eligible Employee toparticipate in the Plan.

 

**3.2**                               Number and price of Securities offered

 

(a)           The Board must determine the number of Securitiesoffered to an Eligible Employee and the price per Security.

 

(b)           The price per Security will be the prevailing marketprice of the Security.

 

(c)           Subject to the requirements of law and the Trust Deed,the Board may divide the price of a Security between the Share and the Unitcomprising the Security as the Board may, in its absolute discretion,determine.

 

(d)           Different numbers of Securities may be offered todifferent Eligible Employees.

 

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**3.3          Application for Loan**

 

The Board may at the time the EligibleEmployee is invited to participate in the Plan invite the Eligible Employee toapply for a Loan, for the purpose of acquiring the Securities being offered.

 

**3.4          Applications toparticipate**

 

(a)           To participate in the Plan, a Participating Employeemust:

 

(1)         send a copy of an Application Form whichcomplies with the terms of the invitation made by the Board under clause 3.1 tothe Company; and

 

(2)         subscribe for or purchase (as theBoard thinks fit) in the name of the Participating Employee the whole of thenominated number of Securities and this instruction must be forwarded to theCompany prior to the Acceptance Date.

 

(b)           A Participating Employee may elect that Securitiesoffered to the Participating Employee be issued to his Employee Entity andsubmit an Application Form in the name of the Employee Entity if:

 

(1)         the Board so agrees;

 

(2)         the Employee Entity agrees inwriting (in a form acceptable to the Board) to be bound by the terms of these Rules andthe Loan Scheme Rules as if, the Employee Entity were the ParticipatingEmployee insofar as those Rules purport to affect Securities or LoanSecurities or the rights attaching thereto by, for example:

 

(A)         providing that Cash Dividends and CashDistributions may be applied in repayment of a Related Loan,

 

(B)         restricting the right of the holderof the Securities to sell, encumber or otherwise deal with the Loan Securities,

 

(C)         prescribing the circumstances inwhich the Loan Securities must be sold, or

 

(D)         restricting the rights that attachto the Loan Securities;

 

(3)         the proceeds of any Related Loangiven to the Participating Employee is to be used to acquire the LoanSecurities;

 

(4)         the Employee Entity furnishes theCompany with a charge over the Loan Securities to secure the Related Loan in aregistrable form and otherwise in a form acceptable to the Board;

 

(5)         the Employee Entity agrees inwriting (in a form acceptable to the Board) to be bound by any additional termsconsidered appropriate by the Board;

 

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(6)         the Employee Entity bears all costsassociated with the transaction including stamp duty payable on the chargereferred to in paragraph (4); and

 

(7)         the Participating Employee undertakesto ensure that his Employee Entity complies with the rules of this Plan.

 

(c)           The instructions to the Company must be in such formas may be determined by the Board from time to time but must include aconfirmation that the Participating Employee agrees to be bound by the terms ofthese rules, any additional terms considered appropriate by the Board, theconstitution of the Company, the Trust Deed and, if the Participating Employeeis invited and elects to participate in the Loan Scheme, the Loan Scheme Rules.

 

**3.5          Issue terms**

 

Securities must be acquired on the terms ofthese rules and the Trust Deed and such additional terms as the Boardconsiders appropriate (not being inconsistent with these rules) and eachParticipating Employee will be taken to have agreed to be bound by:

 

(a)           these rules;

 

(b)           any additional terms imposed either under this rule;

 

(c)           the constitution of the Company;

 

(d)           the Trust Deed; and

 

(e)           if the Participating Employee has been invited andelected to participate in the Loan Scheme, the Loan Scheme Rules,

 

on acceptance of any offer ofSecurities under the Plan.

 

**3.6          Separate record ofLoan**

 

The Company will maintain a record of whichSecurities have been paid for out of the proceeds of a Loan and thoseSecurities must be maintained as a separate holding until the relevant Loan hasbeen repaid.

 

**4.           Rightsattaching to Securities**

 

**4.1**          Cash Dividends

 

(a)           Subject to the terms of these rules, a ParticipatingEmployee is entitled to receive all Cash Dividends paid on the Shares.

 

(b)           Without otherwise limiting its discretion, the Boardmay make it a term of an invitation to participate in the Plan that, in respectof a Share paid for out of the proceeds of a Loan, a proportion of each CashDividend paid on that Share be applied in repayment of one or more Loans.  The proportion specified as a term of theinvitation to participate in the Plan may 

 

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vary,may be determined from time to time by the Board and may be 100%.  Until the Board determines otherwise, theamount of the Cash Dividend to be applied in repayment of one or more Loans is:

 

(1)         the amount of the Cash Dividend,

 

**LESS**

 

(2)         an amount equal to the income taxpayable on the Cash Dividend (grossed up to include any attached imputationcredit, at the maximum individual marginal tax rate at the time the CashDividend is paid plus the Medicare levy at that time) **MINUS**any franking rebate being the amount of the imputation credit referable to theCash Dividend.

 

(c)           The Company must, if so directed by a ParticipatingEmployee, apply a proportion of each Cash Dividend in repayment of the Loan.

 

**4.2          Cash Distributions**

 

(a)           Subject to the terms of these rules, a ParticipatingEmployee is entitled to receive all Cash Distributions paid on the Units.

 

(b)           Without otherwise limiting its discretion, the Boardmay make it a term of an invitation to participate in the Plan that, in respectof a Unit paid for out of the proceeds of a Loan, a proportion of each CashDistribution paid on that Unit be applied in repayment of one or moreLoans.  The proportion specified as aterm of the invitation to participate in the Plan may vary, may be determinedfrom time to time by the Board and may be 100%. Until the Board determines otherwise, the amount of the CashDistribution to be applied in repayment of one or more Loans is:

 

(1)         the amount of the Cash Distribution

 

**LESS**

 

(2)         an amount equal to the income taxpayable on the Cash Distribution calculated at the maximum individual tax rateat the time the Cash Distribution is paid plus the Medicare levy at that time.

 

(c)           The Company must, if so directed by a ParticipatingEmployee, apply a proportion of each Cash Distribution in repayment of theLoan.

 

**4.3          Bonus Shares andBonus Units**

 

(a)           Each Share issued under the Plan confers on the holderthe same right to participate in bonus issues by the Board as that conferred byeach other Share.

 

(b)           Subject to the Trust Deed, each Unit issued under thePlan confers on the holder the same right to participate in Bonus Units as thatconferred by each other Unit.

 

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(c)           Upon allotment to the Participating Employee:

 

(1)           Bonus Shares and Bonus Units are deemed to beSecurities for the purposes of these rules; and

 

(2)           Bonus Shares and Bonus Units issuedin respect of Loan Securities are deemed to be Loan Securities for the purposesof these rules.

 

**4.4**          Rights

 

(a)           The Company will send a notice to a ParticipatingEmployee of any Rights which accrue to Securities.

 

(b)           Subject to rule 4.4(e), within 7 days ofreceiving the notice referred to in rule 4.4(a), the ParticipatingEmployee may provide the Company with either:

 

(1)           written instructions in the form (ifany) prescribed by the Company to sell some or all of the Rights to the extentpermitted by law; or

 

(A)          written instructions in the form (ifany) prescribed by the Company to acquire, in the name of the ParticipatingEmployee, to the extent permitted by law, some or all of the Securities towhich the Rights relate; and

 

(B)           payment of an amount equal to thecost of accepting the Rights entitlement plus, if the Board so requires, suchadditional amount as the Board estimates (and notifies to the ParticipatingEmployee) to be the cost of transferring, issuing or the Securities to theParticipating Employee.

 

(c)           If the Participating Employee does not give a noticeunder rule 4.4(b), the Board is entitled to sell the Rights on behalf ofthe Participating Employee.

 

(d)           Subject to rule 4.4(e), if the Board sells theRights in accordance with rule 4.4(a) or rule 4.4(c), the Boardmust distribute the proceeds of the sale (after deduction of the costs of saleincurred by the Board) to the Participating Employee.

 

(e)           If the Securities to which the Rights accrued wereLoan Securities and an amount remains outstanding on a Related Loan, theParticipating Employee irrevocably directs the Board to sell the Rights and paythe proceeds of the sale of Rights to the Company and the Company agrees toapply those proceeds in reduction of that Loan.

 

**4.5          Voting Rights**

 

The Participating Employee’s votingentitlements are as provided for in respect to the Shares, in the Articles ofAssociation of the Company, and, in respect of the Units, in the Trust Deed.

 

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**5.**             Restrictionon transfer and cessation of employment

 

**5.1          No sale or dealing**

 

Subject to rules 5.4(a), 5.4(b) and5.4(b)(2), a Participating Employee who acquires Securities under this Planmust not sell, encumber or otherwise deal with those Securities unless:

 

(a)           the Loan is fully repaid; and

 

(b)           all other conditions on the selling, encumbering orotherwise dealing with the Securities contained in these rules and theTrust Deed have been complied with.

 

**5.2          No transfer**

 

Subject to rules 5.4(a) and 5.4(b):

 

(a)           the Company must not register or permit the shareregistry to register a transfer of Shares acquired under this the Plan until rule 5.1is satisfied with respect to those Shares; and

 

(b)           the Trustee must not register or permit the unitregistry to register a transfer of Units acquired under this Plan until bothconditions in rules 5.1 are satisfied.

 

**5.3          Notification ofperiod of restriction**

 

The Company must upon request notify eachParticipating Employee to whom Securities are acquired under the Plan of theearliest date the Participating Employee may sell, encumber or otherwise dealwith those Securities.

 

**5.4          Cessation ofEmployment**

 

(a)           Subject to rules 5.7(a) and 5.7(b), if aParticipating Employee ceases for any reason to be an Employee of the Group (“RelevantPerson”) then, unless otherwise indicated in the invitation to participate inthe Plan, rule 5.5 applies to those Securities.

 

(b)           The Relevant Person irrevocably authorises the Companywhen he ceases to be an Employee to, in the Company’s absolute discretion:

 

(1)           sell the Securities on the marketand to apply the proceeds on behalf of the Participating Employee as follows:

 

(A)          first in payment of any costs andexpenses of the sale incurred by the Company; and

 

(B)           secondly, in reduction of theoutstanding amount of the Loan made by the Company to the ParticipatingEmployee to acquire the Security; and

 

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(C)           thirdly:

 

(i)        if the Securities are UnrestrictedSecurities, the balance (if any) in payment to the Participating Employee;

 

(ii)       if the Securities are RestrictedSecurities, the balance (if any) in payment to the Participating Employee (asto one half) and the Trustee (as to the other half, as an accretion to theTrust); and

 

(iii)      if the Securities comprise bothUnrestricted Securities and Restricted Securities, the balance (if any):

 

I            in payment to the Participating Employee,in the proportion that the Unrestricted Securities bear to the number of Securitiessold; and

 

II          in payment to the Participating Employee (asto one half) and to the Trustee (as to the other half, as an accretion to theTrust), in the proportion that the Restricted Securities bear to the number ofSecurities sold, or

 

(2)           if the Trustee agrees to redeem theUnits, redemption of the Shares.  Theterms of the redemption of the Units and the buy back of Shares shall be thosethat the Trustee and the Company deem fair, provided that the aggregate amountpaid for the Units and Shares at least equals the prevailing market price ofthe corresponding number of Securities.

 

(c)           If the Trustee redeems Units and theCompany buys back the Shares in accordance with rule 5.4(b)(2) theParticipating Employee irrevocably authorizes the Trustee and the Company toapply on behalf of the Participating Employee the amount for which those Unitswere redeemed and those Shares were bought back as follows:

 

(1)           first, in payment of any costs andexpenses of the redemption and buy back incurred by the Trust or Company;

 

(2)           secondly, in reduction of theoutstanding amount of the Loan (if any) made by the Company to theParticipating Employee to acquire the Securities; and

 

(3)           thirdly:

 

(A)          if the Securities are UnrestrictedSecurities, the balance (if any), in payment to the Participating Employees;

 

(B)           if the Securities are RestrictedSecurities, the balance (if any) in payment to the Participating Employee (asto one half) and to the Trustee (as to the other half, as an accretion to theTrust); and

 

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(C)           if the Securities comprise bothUnrestricted Securities and Restricted Securities, the balance (if any):

 

(i)        in payment to the ParticipatingEmployee, in the proportion that the Unrestricted Securities bear to the numberof Securities bought back; and

 

(ii)       in payment to the ParticipatingEmployee (as to one half) and to the Trustee (as to the other half, as anaccretion to the Trust), in the proportion that the Restricted Securities bearto the number of Securities bought back.

 

**5.5**          No claim

 

A Participating Employee shall not have anyclaim against the Company, the Trustee as a result of the exercise by theCompany of a power or discretion under this rule 5.

 

**5.6**          Conditions

 

Unless the Board determines otherwise andsubject to these Rules and the Trust Deed, a Participating Employee maysell, encumber or otherwise deal with Securities.  By way of example only the Board may impose acondition that, at the conclusion of each year listed in Column A of the Tablebelow after the acquisition of a parcel of Securities, the ParticipatingEmployee may only sell, encumber or otherwise deal with the percentage of theSecurities in that parcel appearing in Column B of the Table opposite the year:

 

| **Column A** | ** ** | **Column B**             | ** ** |
|-------------------|------------|-------------------------------|------------|
| **Years**         | ** ** | **% of Securities** | ** ** |
| **1**             | ** ** | **25**                        | ** ** |
| **2**             | ** ** | **50**                        | ** ** |
| **3**             | ** ** | **75**                        | ** ** |
| **4**             | ** ** | **100**                       | ** ** |

 

**5.7          Right ofParticipating Employee to deal with Securities**

 

(a)           If no amount remains outstanding under a Related Loanused to acquire a Loan Security and that Loan Security is an UnrestrictedSecurity, the Participating Employee may give notice to the Company that theParticipating Employee wishes to sell, encumber or otherwise deal with the LoanSecurity.  If that notice is given to theCompany, the Company will do what it can do to facilitate the ParticipatingEmployee selling, encumbering or otherwise dealing with the Loan Security.

 

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(b)           If a Security becomes an Unrestricted Security and anamount remains outstanding on the Related Loan, the Participating Employee mayrequest the Company to sell, encumber or otherwise deal with the Loan Securityon behalf of the Participating Employee. The Company must sell, encumber or otherwise deal with the Security if,in the opinion of the Board, the proceeds made available by that action willequal or exceed the amount outstanding on the Related Loan.

 

**5.8          Other Conditions**

 

The Board may impose any other conditions onthe selling, encumbering or otherwise dealing with Securities as it considersappropriate.

 

**6.**             Accounts

 

(a)           Company must open and maintain an account in respectof each Participating Employee.

 

(b)           Each account must record:

 

(1)           the date of acquisition of Securities to which eachParticipating Employee is entitled;

 

(2)           the number of Securities and Loan Securities to whicheach Participating Employee is entitled; and

 

(3)           the number of Bonus Shares and BonusUnits (if any) to which each Participating Employee is entitled and whether theBonus Shares or Bonus Units are Loan Securities.

 

**7.**             Notices

 

Any notice regarding Securities issued underthe Plan will be sent to the registered address of the holder as recorded inthe register of members maintained by the Company and the Trustee.

 

**8.**             Amendment

 

(a)           Subject to rules 8(b) and 8(c), the Companymay at any time by written instrument or by resolution of the Board, amend allor any of the provisions of these rules (including this rule 8).

 

(b)           No amendment of the provisions of these rules isto reduce the rights of any Participating Employee in respect of Securitiescredited to the Account of the Participating Employee prior to the date of theamendment, other than an amendment introduced primarily:

 

(1)           for the purpose of complying with orconforming to present or future State, Territory or Commonwealth legalrequirements governing or regulating the maintenance or operation of the Planor like plans;

 

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(2)           to correct any manifest error or mistake;

 

(3)           to enable contributions or otheramounts paid by any body corporate in the Group in respect of the Plan toqualify as income tax deductions for that body corporate or any other bodycorporate in the Group;

 

(4)           to enable the Trustee, theParticipating Employee or any body corporate in the Group to reduce the amountof fringe benefits tax under the *Fringe Benefits TaxAssessment Act 1986* (Cth), the amount of tax under the Tax Act orthe amount of any other tax or impost that may otherwise be payable by theTrustee, the Participating Employee or any body corporate in the Group inrelation to the Plan or matters arising therefrom;

 

(5)           for the purpose of enabling theParticipating Employees generally (but not necessarily each ParticipatingEmployee) to receive a more favourable taxation treatment in respect of theirparticipation in the Plan or matters arising therefrom; or

 

(6)           to enable the Trustee or any bodycorporate in the Group to comply with the *Corporations Act 2001*(Cth) or the Listing Rules.

 

(c)           No amendment may be made except in accordance with andin the manner (if any) stipulated by the Listing Rules.

 

(d)           Subject to the above provisions of this rule 8,any amendment made pursuant to rule 8(a) may be given suchretrospective effect as is specified in the written instrument or resolution bywhich the amendment is made.

 

**9.**             ASIC Relief

 

Notwithstanding any other provisions of theserules, every covenant or other provision set out in an exemption ormodification granted from time to time by the Australian Securities andInvestments Commission in respect of the Plan pursuant to section 741 of the *Corporations Act 2001* (Cth) and required to be included inthese rules in order for that exemption or modification to have fulleffect, is deemed to be contained in these rules.  To the extent that any covenant or otherprovision deemed by this rule to be contained in these rules isinconsistent with any other provision in these rules, the deemed covenant orother provision shall prevail.

 

**10.**          Administrationof the Plan

 

(a)           The Plan will be administered by the Board inaccordance with these rules.  The Boardmay make further rules for the operation of the Plan which are consistentwith these rules.

 

(b)           Any power or discretion which is conferred on theBoard by these rules must be exercised by the Board in the interests orfor the benefit of the Company, and the Board is not, in exercising any suchpower or discretion, under any fiduciary or other obligation to any otherperson.

 

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(c)           Any power or discretion which is conferred on theBoard by these rules may be delegated by the Board to a committeeconsisting of such Directors and/or other officers and/or employees of theCompany as the Board thinks fit.

 

(d)           The decision of the Board as to the interpretation,effect or application of these rules will be final and conclusive.

 

(e)           The Board may from time to time suspend the operationof the Plan and may at any time cancel the Plan.  The suspension or cancellation of the Planwill not prejudice the existing rights of Participating Employees.

 

**11.**          Rights ofParticipating Employees

 

Nothing in these rules:

 

(a)           confers on any Participating Employee the right toreceive any Securities;

 

(b)           confers on any Participating Employee the right tocontinue as an Employee of the Company or any body corporate in the Group;

 

(c)           affects any rights which the Company or a bodycorporate in the Group may have to terminate the employment of anyParticipating Employee; or

 

(d)           may be used to increase damages in any action broughtagainst the Company or a body corporate in the Group in respect of any suchtermination.

 

**12.**          Governinglaw, Jurisdiction and Process

 

The Plan will be governed by the laws ofVictoria and will be construed and take effect in accordance with those laws.

 

**13.**          Paramountcyof Trust Deed

 

To the extent of any inconsistency betweenthe terms and conditions of this Plan and the Trust Deed, the Trust Deedprevails.

 

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**Schedule — Employee Security Loan Plan**

 

 

**Centro Properties Group**

** **

**Employee Security Plan —Loan Scheme**

 

**Prime Retail Property Trust(to be renamed Centro Property Trust)**ARSN 091 043 793

 

**Prime Property Management Limited(to be renamed Centro Properties Limited)**ABN 45 078 590 682

 

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**Employee Security Plan — Loan Scheme — Rules**Adopted on 17 September 2004 at the Prime Retail Group Annual GeneralMeeting

 

**These Rules provide**

 

**1.**             **Meaning ofwords and interpretation**

 

**1.1**           Meaning of words

** **

In these Rules the following words havethese meanings unless the contrary intention appears:

 

**Board** meansall or some of the Directors acting as a board of the Company.

 

**Bonus Share**means the share in respect of the Shares issued as part of a bonus issue toshareholders of the Company.

 

**Bonus Unit**means the units in the Trust issued as part of a bonus issue to Unit Holders ofthe Trust.

 

**Cash Distribution**means a distribution from the Trust.

 

**Cash Dividend**means a dividend declared or paid with respect to Shares which is payablewholly in cash or, in the case of a dividend declared or paid with respect toShares which is payable only partly in cash, that part of the dividend which ispayable in cash.

 

**Company** meansPrime Property Management Limited (ABN 45 078 590 682).

 

**Director**means a director of the Company.

 

**Eligible Employee**means:

 

(a)           a person who has been in the permanent full employmentof an entity (including a trust) which is in the Group for a period of at least12 months before an invitation is made under this Plan; and

 

(b)           a person who has not been in the permanent fullemployment of a body corporate which is in the Group for a period of at least12 months before an invitation is made under this Plan but who the Directorsdeem to be an Eligible Employee for the purposes of these Rules,

 

and includes a director of abody corporate in the Group who holds on a permanent full time basis salariedemployment in a body corporate which is in the Group.

 

**Employee**means an employee of an entity (including a trust) which is in the Group(including a director of a body corporate in the Group who holds on a permanentfull time basis salaried employment in a body corporate which is in the Group).

 

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**Employee Entity**means:

 

(a)           a corporation that is directly or indirectly owned orcontrolled by an Eligible Employee or his family; or

 

(b)           a natural person or corporation who is to hold theSecurities for the benefit of an Eligible Employee or his family.

 

**Group** meansthe Company and each body corporate that is a subsidiary of the Company underDivision 6 of Part 1.2 of the *Corporations Act 2001*(Cth), and the Trust and any entity controlled by the Trust or a company in theGroup.

 

**Listing Rules **meansthe Listing Rules of ASX.

 

**Loan** means aloan made by the Company under this Scheme.

 

**Loan Security**means:

 

(a)           a Security acquired directly or indirectly with theproceeds of a Loan; and

 

(b)           a Bonus Share or Bonus Unit deemed to be a Loan Securityby virtue of rule 4.9(b) of the rules of the Employee SecurityPlan.

 

**Participating Employee**means a person to whom a Loan is made.

 

**Plan** meansthe Prime Employee Security Plan as established by these rules.

 

**Related Loan**means in relation to a Loan Security, the Loan which directly or indirectlyfunded the acquisition of the Loan Security or the Loan which directly orindirectly funded the Loan Security in respect of which the Bonus Share andBonus Unit was issued or deemed to be issued.

 

**Restricted Security**means a Security which the Participating Employee may not deal with until theconditions of rule 5.9 are satisfied.

 

**Security**means a Share and a Unit which are linked together and registered in the nameof the holder.

 

**Share** meansan ordinary share in the capital of the Company.

 

**Tax Act** meansthe *Income Tax Assessment Act 1936* (Cth) andthe *Income Tax Assessment Act 1997* (Cth).

 

**Trust** meansthe Prime Retail Property Trust ARSN 091 043 793.

 

**Trust Deed**means the constitution of the Trust created by deed dated 20 January 1984between James Aloysius Harris and Micram Pty Limited as amended from time totime.

 

**Trustee** meansthe trustee from time to time of the Trust.

 

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**Unit** means anundivided share in the beneficial interest in the Trust as provided in theTrust Deed.

 

**Unit Holder**means a person registered as holding a Unit in the Trust.

 

**Unrestricted Security**means a security that is not a Restricted Security.

 

**1.2**           Interpretation

** **

In this deed, unless the context requires adifferent interpretation:

 

(a)           headings and words in bold type are for convenienceonly and do not affect the interpretation of this deed;

 

(b)           the singular includes the plural and the pluralincludes the singular;

 

(c)           words of one gender include any gender;

 

(d)           an expression implying a natural person includes anycorporation or other body corporate, partnership, joint venture, associationand any governmental or semi-governmental agency;

 

(e)           a reference to a clause or schedule is a reference toa clause of, and a schedule to, this deed and a reference to this deed includesany schedule;

 

(f)            a reference to a statute or regulation includes allstatutes and regulations amending, consolidating or replacing them, and allregulations, proclamations, ordinances and by-laws issued under that statute;

 

(g)          a reference to a document includes an amendment orsupplement to, or replacement or novation of, that document; and

 

(h)           a reference to cash includes cheque and bank cheque.

 

**2.****             Application for Loan**

 

**2.1**           Invitation to apply for Loan

** **

At or about the time that an EligibleEmployee is invited to purchase or subscribe for Securities under the Plan, theBoard may invite the Eligible Employee to apply for a Loan for the purposes offunding in whole or, if the Board so permits, in part the subscription orpurchase by the Eligible Employee of Securities under the Plan.

 

**2.2**           Application for Loan

** **

An application for a Loan shall be in theform prescribed by the Board from time to time and must be made solely by theEligible Employee and in the name of the Eligible Employee.

 

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**2.3**                              Paymentauthority

** **

Each Participating Employee irrevocablyauthorises the Company:

 

(a)           to pay directly to the Trustee that part of the Loanrequired to fund the Unit component of Securities to be subscribed or purchasedwith the proceeds of the Loan; and

 

(b)           to retain and apply that part of the Loan required tofund the Share component of Securities to be subscribed or purchased with theproceeds of the Loan.

 

**3.****             Amount of Loan**

 

**3.1**           Loan Amount

** **

Subject to rule 3.2, the maximum amountof a Loan for which an Eligible Employee may apply under this Scheme is thelesser of:

 

(a)           the amount determined by the Board in respect of thatEligible Employee or in respect of Eligible Employees of a particularclassification; or

 

(b)           an amount equal to the aggregate price for thepurchase or subscription of Securities (plus any related acquisition costs suchas brokerage or stamp duty) which, at or about the time of the ParticipatingEmployee applies for the Loan, are offered to the Eligible Employee under thePlan and for which the Eligible Employee applies.

 

**3.2**           Maximum Loans

** **

An Eligible Employee may only apply for aLoan under this Scheme if the aggregate of:

 

(a)           the principal amount of the Loan for which applicationis made; and

 

(b)           the aggregate principal amount of all otheroutstanding Loans to the Eligible Employee under this Scheme,

 

does not exceed an amount, ifany, determined from time to time by the Board in respect of Eligible Employeesin that classification.

 

**4.****             Use of Loan**

 

**4.1**          Applicationof Loans

** **

If application for a Loan pursuant to rule 2is accepted by the Company, the entire amount of the Loan must be applied in ortowards paying in full on subscription for or purchase of the Securities which,at or about the time the Loan is made, are subscribed for or purchased by theEligible Employee or a corporation controlled by the Eligible Employee underthe Plan.

 

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**4.2**           Loans only for Plan

** **

No proceeds of a Loan may be applied towardssubscribing for or purchasing a Security other than under the Plan.

 

**4.3**           Application of proceeds of Loans

** **

The proceeds of a Loan will be applied onbehalf of the Eligible Employee in the manner outlined in rule 4.1 and inaccordance with the Plan.

 

**5.****             Interest on a Loan**

 

**5.1**           Loans initially interest free

** **

Subject to rules 5.2 and 8.3 the Loanwill be interest free unless the Board decides otherwise.

 

**5.2**           Interest after Loan due for repayment

** **

A Participating Employee must pay interest onthe daily balance of the principal amount outstanding under a Loan (or part ofa Loan) from when the Loan (or that part of the Loan) becomes due for repaymentduring the period that it remains unpaid.

 

**5.3**           Interest Rate

** **

The rate of interest payable pursuant to rule 5.2shall be the rate from time to time as determined by the Board.  Unless the Board decides otherwise, interestwill accrue from day to day and may be capitalised by the Company on the firstday of each month.  Interest is payableon capitalised interest at the rate referred to in rule 5.3.

 

**6.****             Repayments fromDividends and Cash Distributions**

 

**6.1**           Repayment from Cash Dividends

** **

The proportion of all Cash Dividends whichare paid in respect of a Loan Security and which are to be applied in repaymentof the Loan as required by the terms of the invitation to participate in theScheme must be applied by the Company in repaying the principal amount outstandingunder the Related Loan and any interest in respect of that Related Loan.

 

**6.2**           Repayment from Cash Distributions

** **

The proportion of all Cash Distributionswhich are paid in respect of a Loan Security and which are to be applied inrepayment of the Loan as required by the terms of the invitation to participatein the Scheme must be applied by the Company in repaying the principal amountoutstanding under the Related Loan and any interest in respect of that RelatedLoan.

 

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**6.3**           No participation in bonus plans or DRP

** **

The registered holder of Loan Securities isnot entitled in respect of Securities to participate in any distributionreinvestment plan or scheme which provides for the reinvestment of distributionsin new Units or Shares for so long as there is a Related Loan.

 

**7.****             Sale and Buy Back ofLoan Securities**

 

**7.1**           Application of sale proceeds

** **

If the Loan Securities are sold under thePlan or under rule 8, the registered holder of the Loan Securities irrevocablyauthorises the Company to apply, on behalf of the registered holder of the LoanSecurities, the proceeds of sale of the Loan Securities (after deducting thecosts of sale including, without limitation, any brokerage, taxes and duties)as follows:

 

(1)        first, in reduction of theoutstanding amount of the Related Loan made by the Company to the registeredholder of the Loan Securities to acquire the Securities;

 

(2)        secondly, if the Securities areUnrestricted Securities, the balance (if any) in payment to the registeredholder of the Loan Securities;

 

(3)        thirdly, if the Securities areRestricted Securities, the balance (if any) in payment to the registered holderof the Loan Securities (as to one half) and to the Trustee (as to the otherhalf, as an accretion to the Trust);

 

(4)        fourthly, if the Securities compriseboth Unrestricted Securities and Restricted Securities, the balance (if any):

 

(A)          in payment to the registered holderof the Loan Securities, in the proportion that the number of the UnrestrictedSecurities bear to the number of Securities sold; and

 

(B)           in payment the registered holder ofthe Loan Securities (as to one half) and to the Trustee (as to the other half,as an accretion to the Trust), in the proportion that the number of the RestrictedSecurities bear to the number of Securities sold.

 

**7.2**           Application of buy back proceeds

** **

If the Loan Securities are redeemed andbought back in accordance with rule 5.4(b)(2) of the Plan theregistered holder of the Loan Securities irrevocably authorises the Trustee andthe Company to apply on behalf of the registered holder of the Loan Securitiesthe amount for which those Securities were bought back as follows:

 

(a)           first, in payment of any costs and expenses of theredemption and buy back incurred by the Trust or Company;

 

(b)           secondly, in reduction of the outstanding amount ofthe Loan made by the Company to the registered holder of the Loan Securities toacquire the Securities; and

 

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(c)           thirdly:

 

(1)          if the Securities are UnrestrictedSecurities, the balance (if any) in payment to the registered holder of theLoan Securities;

 

(2)          if the Securities are RestrictedSecurities, the balance (if any) in payment to the registered holder of theLoan Securities (as to one half) and the Trustee (as to the other half, as anaccretion to the Trust); and

 

(3)          if the Securities comprise bothUnrestricted Securities and Restricted Securities, the balance (if any):

 

(A)          in payment to the registered holderof the Loan Securities, in the proportion that the number of the UnrestrictedSecurities bear to the number of Securities bought back; and

 

(B)           in payment to the registered holderof the Loan Securities (as to one half) and to the Trustee (as to the otherhalf as an accretion to the Trust), in the proportion that the number of theRestricted Securities bear to the number of Securities bought back.

 

**7.3**          Shortfall

** **

If the proceeds of sale of Loan Securitiescontemplated by rule 7.1 or the proceeds of the buy back contemplated by rule 7.2are less than the amount outstanding in relation to the Related Loan, theCompany will forgive the amount of the shortfall (including principal, interest(if any) and all other amounts owing in respect of the Related Loan).

 

**8.****             Repayment of Loan andRevision of Loan Terms**

 

**8.1**         Loan repayable

** **

(a)           The whole of the principal amount outstanding under aLoan (and any interest which has accrued and is unpaid) will become immediatelydue and payable upon the earliest to occur of:

 

(1)          the 10th anniversary of the date onwhich the Loan was made;

 

(2)          upon the Participating Employeeceasing to be an Employee;

 

(3)          the Participating Employee becomingan insolvent under administration as defined in section 9 of the *Corporations Act 2001* (Cth); and

 

(4)          the date on which the EmployeeEntity:

 

(A)          ceases to be controlled by theParticipating Employee; or

 

(B)           to hold the securities for thebenefit of the Participating Employee.

 

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(b)           If the Participating Employee does not make thePayment due under rule 8.1 within 2 business days, the registered holderof the Loan Security irrevocably directs and authorises the Company to sell theLoan Securities and apply the proceeds of sale (after deducting the costs ofsale including, without limitation, any brokerage, taxes and duties) inaccordance with rule 7.

 

(c)           If the proceeds of sale or buy back of Loan Securitiesare less than the amount outstanding in relation to the Related Loan, theCompany will forgive the amount of the shortfall (including principal, interest(if any) and all other amounts owing in respect of the Related Loan).

 

**8.2**           Early repayment

** **

A Participating Employee may elect to repaythe whole or any of the principal amount outstanding under a Loan at any time.

 

**8.3**                               Unauthoriseddisposal of Securities

** **

If a registered holder of the Loan Security,contrary to the Plan, sells, encumbers or otherwise deals with or attempts todo any of these things (other than in accordance with rules 7 or 8) withthe legal or beneficial interest in any Loan Securities whilst any amountremains outstanding in respect of the Related Loan the following provisionsapply:

 

(1)      the Board may elect to give theParticipating Employee a notice requiring repayment of the Related Loan and theRelated Loan referable to any other Loan Securities whereupon the whole of theprincipal amount outstanding under each Related Loan (and any interest whichhas accrued and is unpaid) becomes immediately due and payable and for the purposeof rule 5.2 the whole of the principal amount outstanding under eachRelated Loan is regarded as having become due for repayment on the date ofdisposal of the Loan Securities; or

 

(2)      the Board may elect to give noticeto the Participating Employee of revised terms (including, without limitation)as to interest and repayment) which are to apply to each Related Loandetermined at the discretion of the Board. If the Participating Employee accepts in writing the revised termswithin 14 days of receiving them, each Related Loan continues (from andincluding the date of sale, encumbrance, dealing or attempt to do any of thesethings with the Loan Security (“**relevant date**”)) on the basis of those revised terms.  If the Participating Employee does not acceptin writing the revised terms within 14 days of receiving them, the outstandingbalance of each Related Loan, at the end of that 14 day period, becomesimmediately due and payable and, for the purpose of rule 5.2, theoutstanding balance of each Related Loan is regarded as having become due forrepayment on the relevant date.

 

**9.****             Administration of theScheme**

 

(a)          The Scheme will be administered by the Company inaccordance with these rules.  The Boardmay make further rules for the operation of the Scheme which areconsistent with these rules.

 

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(b)           Any power or discretion which is conferred on theBoard by these rules must be exercised by the Board in the interests orfor the benefit of the Company, and the Board is not, in exercising any suchpower or discretion, under any fiduciary or other obligation to any otherperson.

 

(c)          Any power or discretion which is conferred on theBoard by these rules may be delegated by the Board to a committeeconsisting of such Directors and/or officers and/or employees of the Company ora related body corporate of the Company as the Board thinks fit.

 

(d)          The decision of the Board as to the interpretation,effect or application of these rules will be final and conclusive.

 

(e)          The Board may from time to time suspend the operationof the Scheme and may at any time cancel the Scheme.  The suspension or cancellation of the Schemewill not prejudice the existing rights of Participating Employees.

 

**10.****          Rights of ParticipatingEmployees**

 

Nothing in these rules:

 

(1)        confers on any Employee the right toreceive a Loan;

 

(2)        confers on any ParticipatingEmployee the right to continue as an Employee of any body corporate in theGroup;

 

(3)        affects any rights which any bodycorporate in the Group may have to terminate the employment of any Employee; or

 

(4)        may be used to increase damages inany action brought against any body corporate in the Group in respect of anysuch termination.

 

**11.****          Amendment of these Rules**

 

(a)          Subject to rules 11(b) and 11(c), theCompany may at any time by written instrument or by resolution of the Board,amend all or any of the provisions of these rules (including this rule 11).

 

(b)           No amendment of the provisions of these rules isto reduce the rights of any Participating Employee in respect of a Loan madeunder this Scheme prior to the date of the amendment, other than an amendmentintroduced primarily:

 

(1)        for the purpose of complying with orconforming to present or future State, Territory or Commonwealth legalrequirements governing or regulating the maintenance or operation of the Schemeor like schemes;

 

(2)        to correct any manifest error ormistake;

 

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(3)        to enable contributions or otheramounts paid by any body corporate in the Group in respect of the Scheme toqualify as income tax deductions for the body corporate or any other bodycorporate in the Group;

 

(4)        to enable the Trustee, theParticipating Employee or any body corporate in the Group to reduce the amountof fringe benefits tax under the *Fringe Benefits TaxAssessment Act 1986* (Cth), the amount of tax under the Tax Act orthe amount of any other tax or impost that may otherwise be payable by theTrustee, the Participating Employee or any body corporate in the Group inrelation to the Scheme or matters arising therefrom;

 

(5)        for the purpose of enabling theParticipating Employees generally (but not necessarily each ParticipatingEmployee) to receive a more favourable taxation treatment in respect of theirparticipation in the Scheme or matters arising therefrom; or

 

(6)        to enable the Trustee or any bodycorporate in the Group to comply with the *Corporations Act 2001*(Cth) or the Listing Rules.

 

(c)           No amendment may be made except in accordance with andin the manner (if any) stipulated by the Listing Rules.

 

(d)           Subject to the above provisions of this rule 11,any amendment made pursuant to rule 11(a) may be given suchretrospective effect as is specified in the written instrument or resolution bywhich the amendment is made.

 

**12.****          Notices**

 

Any notice regarding Loans granted under theScheme will be sent to the address of the Participating Employee as notified tothe Company and the Trustee from time to time by the Participating Employee.

 

**13.****          General**

 

Unless the Board otherwise determines,payments made in respect of a Loan will be applied first towards payment ofinterest (if any) and secondly towards payment of principal.

 

**14.****          Governing Law**

 

The Scheme is governed by and shall beconstrued and take effect in accordance with the laws of Victoria.

 

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