<PAGE>   1
                                                                 
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-K/A

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996] For the fiscal
        year ended December 31, 1998

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
        _______________ to _______________

                         Commission File Number 1-12244

                        NEW PLAN EXCEL REALTY TRUST, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                MARYLAND                                  33-0160389
        (State of Incorporation)                       (I.R.S. Employer
                                                      Identification No.)
       1120 AVENUE OF THE AMERICAS
           NEW YORK, NY 10036                           (212) 869-3000
(Address of Principal Executive Offices)        (Registrant's Telephone Number)

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                                                   <C>
Common Stock, $0.01 par value per share                               New York Stock Exchange 
Series A Cumulative Convertible Preferred Stock                       New York Stock Exchange 
Series B Cumulative Redeemable Preferred Stock                        New York Stock Exchange 
Series D Cumulative Voting Step-Up Premium Rate Preferred Stock       New York Stock Exchange
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                              YES [X]    NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the Registrant's shares of common stock held by
non-affiliates was approximately $1,664,000,000 as of March 26, 1998, based on
the closing price of $19.5625 on the NYSE on that date.

As of March 26, 1999, the number of shares of common stock of the Registrant
outstanding was 88,936,480.

Documents incorporated by reference: Portions of the Proxy Statement for the
1999 Annual Meeting of Stockholders of the Registrant to be filed subsequently
with the SEC are incorporated by reference into Part III of this report.


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<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               Page
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<S>                                                                                                            <C>
PART I............................................................................................................1

   Item 1. Business...............................................................................................2

   Item 2. Properties............................................................................................18

   Item 3. Legal Proceedings.....................................................................................19

   Item 4. Submission of Matters to a Vote of Security Holders...................................................19

PART II..........................................................................................................19

   Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................................19

   Item 6. Selected Financial Data...............................................................................19

   Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................21

   Item 7A. Quantitative and Qualitative Disclosures About Market Risk...........................................30

   Item 8.  Financial Statements and Supplementary Data..........................................................30

   Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................30

PART III.........................................................................................................31

   Item 10. Directors and Executive Officers of the Registrant...................................................31

   Item 11. Executive Compensation...............................................................................31

   Item 12. Security Ownership of Certain Beneficial Owners and Management.......................................31

   Item 13. Certain Relationships and Related Transactions.......................................................31

PART IV..........................................................................................................32

   Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......................................32
</TABLE>


<PAGE>   3
                                     PART I

         References herein to this "Annual Report on Form 10-K" and this "Form
10-K" should be read as this "Annual Report on Form 10-K/A" and this "Form
10-K/A," respectively.

                           FORWARD-LOOKING STATEMENTS

         This Annual Report on Form 10-K, together with other statements and
information publicly disseminated by New Plan Excel Realty Trust, Inc. (the
"Registrant" or the "Company"), contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and Section 21E
of the Securities Exchange Act of 1934. Such statements are based on assumptions
and expectations which may not be realized and are inherently subject to risks,
uncertainties and other factors, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and actual
results, performance or achievements, financial and otherwise, may differ
materially from the results, performance or achievements expressed or implied by
the forward-looking statements. Risks, uncertainties and other factors that
might cause such differences, some of which could be material, include, but are
not limited to: national and local economic, business and real estate and other
market conditions; financing risks, such as the inability to obtain debt or
equity financing on favorable terms; potential adverse effects of the Merger (as
defined below), such as the inability to successfully integrate two previously
separate companies; the level and volatility of interest rates; financial
stability of tenants; the rate of revenue increases versus expense increases;
governmental approvals, actions and initiatives; environmental/safety
requirements; risks of real estate acquisition and development (including the
failure of pending acquisitions to close and pending developments to be
completed on time and within budget); the ability of the Company and others with
which it does business or receives services (including utilities, financial
institutions, major tenants, suppliers, governmental agencies and
municipalities) to address the Year 2000 issue, and the costs of doing so; as
well as other risks listed from time to time in this Annual Report on Form 10-K
and in the other reports filed by the Company with the SEC or otherwise publicly
disseminated by the Company.

                                EXPLANATORY NOTE

         On September 28, 1998, Excel Realty Trust, Inc. ("Excel") and New Plan
Realty Trust (the "Trust") consummated a merger whereby a wholly owned
subsidiary of Excel was merged with and into the Trust with the Trust surviving
as a wholly owned subsidiary of Excel (the "Merger"). As a result of the Merger,
the shareholders of the Trust immediately prior to the Merger owned
approximately 65% of the Company's common stock outstanding immediately
following the Merger. In connection with the Merger, Excel changed its name to
"New Plan Excel Realty Trust, Inc." See "Business--Recent Developments--The
Merger."


         Under generally accepted accounting principles, the Merger was
accounted for as a purchase by the Trust of Excel. Therefore, all of the
financial statements and related disclosures prior to September 28, 1998 are
that of the Trust. Because the Trust had a fiscal year end of July 31 prior to
the Merger, all of the financial statements and related disclosures contained in
this Form 10-K for periods prior to September 28, 1998 are based on a fiscal
year end of July 31.

         All of the financial statements and related disclosures contained in
this Form 10-K for periods on and after September 28, 1998 relate to the Company
as a combined entity. Immediately following the Merger, each of the Company and
the Trust adopted a fiscal year end of December 31, beginning with a short
fiscal year ending on December 31, 1998.


                                       
<PAGE>   4
ITEM 1. BUSINESS

GENERAL

         The Company, a self-administered and self-managed equity real estate
investment trust ("REIT"), is a Maryland corporation and one of the nation's
largest community and neighborhood shopping center companies. As of December 31,
1998, the Company owned interests in 301 retail properties (including four
office properties and two vacant land parcels) containing over 37.4 million
square feet of gross leasable area in 31 states. The Company also owned, as of
that date, 54 apartment communities containing approximately 13,000 units in 14
states.

         Excel was incorporated in 1985 and subsequently reincorporated as a
Maryland corporation. The Trust was organized in 1972 as a Massachusetts
business trust.

         The Company elected to be taxed as a REIT for federal income tax
purposes, beginning with its taxable year ended December 31, 1987, and believes
that, beginning with that taxable year, it has been organized and has operated
in conformity with the requirements for qualification as a REIT under the
Internal Revenue Code of 1986. Although the Company believes that it will
continue to operate in such a manner, no assurance can be given that the Company
will continue to qualify as a REIT. In order to maintain its qualification as a
REIT, among other things, the Company must distribute to its stockholders each
year at least 95% of its REIT taxable income and meet certain tests regarding
the nature of its income and assets. As a REIT, the Company is not subject to
federal income tax with respect to that portion of its income which meets
certain criteria and is distributed annually to the stockholders. Additionally,
to facilitate maintenance of the Company's REIT qualification and for other
strategic reasons, the Company's charter generally prohibits any person from
acquiring or holding shares of the Company's preferred and common stock in
excess of 9.8% (by value or by number of shares, whichever is more restrictive)
of the outstanding shares of each class or series of stock of the Company,
subject to certain exceptions.

DESCRIPTION OF BUSINESS
         As of December 31, 1998, the Company owned interests in 301 retail
properties (including four office properties and two vacant land parcels)
containing over 37.4 million square feet of gross leasable area in 31 states.
The Company also owned, as of that date, 54 apartment communities containing
approximately 13,000 units in 14 states. The average occupancy rates as of
December 31, 1998 for the retail properties (including four office properties
and two vacant land parcels) and the apartment communities were 93.2% and 90.1%,
respectively.

         The Company maintains its principal executive offices at 1120 Avenue of
the Americas, New York, New York 10036, where its telephone number is (212)
869-3000. The Company has operational headquarters both at its New York offices
and at 16955 Via Del Campo, San Diego, California 92127, where its telephone
number is (619) 485-9400.

Strategy and Philosophy

         The following is a brief discussion of the Company's current strategies
and policies concerning acquisitions, management, dispositions, investments,
finances and operations. The Company may however, from time to time, alter or
change one or more of these strategies or its policies in these areas.


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         The Company's primary objective is to acquire, own and manage a
portfolio of commercial retail properties and apartment communities that will
provide cash for quarterly distributions to stockholders while protecting
investor capital and providing potential for capital appreciation. The Company
seeks to achieve this objective by (i) aggressively managing and, where
appropriate, redeveloping its existing operating properties, (ii) continuing to
acquire well-located neighborhood and community shopping centers and other
retail properties with tenants that have a national or regional presence and an
established credit quality, and well-located income-producing apartment
communities at a discount to replacement cost, (iii) disposing of mature
properties to continually update its core property portfolio, and (iv)
continuing to maintain a strong and flexible financial position to facilitate
growth.

Aggressive Management

         The Company aggressively manages its retail properties, with an
emphasis on maintaining high occupancy rates and a strong base of nationally
recognized anchor tenants. The Company regularly monitors the physical condition
of its retail properties and the financial condition of its retail tenants. The
Company follows a schedule of regular physical maintenance at its retail
properties with a view toward tenant expansion, renovations and refurbishing to
preserve and increase the value of these properties. The Company currently is
upgrading existing facades, updating signage, resurfacing parking lots and
improving parking lot and exterior building lighting at certain of its retail
properties. In addition, the Company believes that average rents from its
apartment portfolio are below market and can be increased with a focus on
renovation and refurbishment.

         The Company has field offices throughout the country, each of which is
responsible for managing the leasing, property management and maintenance of the
Company's properties in its region. The Company also has an office in Salt Lake
City, Utah whose efforts are dedicated solely to renovations, acquisitions and
dispositions of the Company's properties. The Company seeks to increase the cash
flow and portfolio value of its existing properties primarily through
contractual rent increases during the terms of its leases, reletting of existing
space at higher rents, expansion of existing properties and the minimization of
overhead and operating costs.

Acquisition of Properties

         General. The Company intends to continue its portfolio focus on retail
properties and apartment communities that generate stable cash flows and present
the opportunity for appreciation. The Company seeks to expand its portfolio by
acquiring (i) well-located neighborhood and community shopping centers and other
retail properties with tenants that have a national or regional presence and an
established credit quality, and that the Company believes will have the ability
to make timely lease payments over the term of the lease, and (ii) well-located
income-producing apartment communities at a discount to replacement cost. When
acquiring properties, the Company focuses on the quality of the location and
comparable market rents. Additionally, the Company intends to continue to
evaluate its mix of property types and may purchase from time to time other
property types that the Company believes will meet its objectives.

         Acquisitions through Partnerships. The Company may from time to time
enter into joint venture partnership arrangements with third parties for the
acquisition and management of properties. The Company also may acquire
properties from unaffiliated property owners in exchange for units of limited
partnership interest in a partnership that the Company controls. These
partnership units generally are exchangeable for shares of the Company's common
stock or the cash 


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<PAGE>   6
equivalent thereof under certain circumstances. The Company believes that this
acquisition method may permit the Company to acquire properties at attractive
prices from property owners wishing to enter into tax-deferred transactions. The
Company formed Excel Realty Partners, L.P., a Delaware limited partnership in
which the Company is the sole general partner ("ERP"), to facilitate these
transactions.

         Development through Joint Venture Financing. The Company may from time
to time finance properties under development, generally where the developer
previously has (i) obtained all entitlements required to complete the
development and (ii) identified principal tenant(s) that will occupy the
property. Under this financing method, the Company typically either purchases
the undeveloped property and leases the property back to the developer or makes
a subordinated loan to the developer. Upon completion of the project, the
Company generally has the option to purchase the property. The Company believes
that this method of financing gives the Company opportunities to purchase
developed properties and property portfolios at capitalization rates slightly
higher than those which might otherwise be available after completion of
development. Certain of these transactions have been and will be completed
through the Company's development affiliate, ERT Development Corporation, a
Delaware corporation ("EDV").

         Acquisitions of Real Estate Companies/Portfolios. The Company may
acquire various public and private real estate companies and real estate
portfolios in an effort to position itself as an industry consolidator. The
Company's strategy is to capitalize on the benefits of size, market
capitalization, liquidity and financial strength that can be gained from
consolidation.

Disposition of Properties

         The Company continually analyzes each asset in its portfolio and
identifies those properties which can be sold or exchanged (to the extent
consistent with REIT qualification requirements) for optimal sales prices or
exchange values given prevailing market conditions and the particular
characteristics of each property. Through this strategy, the Company seeks to
continually update its core property portfolio by disposing of properties which
have limited growth potential and redeploying capital into newer properties or
properties where the Company's aggressive management techniques may maximize
property values. The Company may engage from time to time in like-kind property
exchanges which allow the Company to dispose of properties and redeploy proceeds
in a tax efficient manner.

         The Company holds its properties for investment and the production of
rental income and not for sale to customers or other buyers in the ordinary
course of the Company's business. If the Company were treated as holding
properties for sale to customers in the ordinary course of its business, tax
rules applicable to REITs would subject the Company to tax equal to 100% of its
gain from each property sold.

Financing Strategy

         The Company intends to finance future acquisitions with the most
advantageous sources of capital available to the Company at the time, which may
include the sale of common stock, preferred stock or debt securities through
public offerings or private placements, the incurrence of additional
indebtedness through secured or unsecured borrowings, and the reinvestment of
proceeds from the disposition of assets. The Company also may enter into joint
ventures with institutions to acquire large properties. In these instances, the
Company generally receives property management and leasing fees in addition to a
disproportionate share of the profits after a preferred return is received by
the institutional partner. The Company's financing strategy is to maintain a
strong and flexible financial position by (i) maintaining a prudent level of


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leverage, (ii) maintaining a large pool of unencumbered properties, (iii)
managing its exposure to interest rate risk represented by its floating rate
debt, (iv) where possible, amortizing existing non-recourse mortgage debt
secured by specific properties over the term of the leases with anchor tenants
at such mortgaged properties, and (v) maintaining a conservative distribution
payout ratio.

Environmental Conditions

         Under various federal, state and local laws, ordinances and
regulations, the Company may be considered an owner or operator of real property
or may have arranged for the disposal or treatment of hazardous or toxic
substances and, therefore, may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the Company
knew of, or was responsible for, the presence of such hazardous or toxic
substances. Except as discussed below, the Company is not aware of any
significant environmental condition at any of its properties.

         Soil and groundwater contamination exists at certain of the Company's
properties. The primary contaminants of concern at these properties include
perchloroethylene and trichloroethyleme (associated with the operations of
on-site dry cleaners), petroleum hydrocarbons (associated with the operations of
on-site auto repair facilities) and methyl tertiary butyl ether (from unknown
sources). The Company currently estimates that the total cost of remediation of
environmental conditions at these properties will be in the range of
approximately $2.8 million to $6.5 million, although there can be no assurance
that this range of estimates will prove accurate. In connection with certain of
these properties, the Company has entered into remediation and indemnity
agreements, which obligate the prior owners of the properties (including in some
cases, principals of the prior owners) to perform the remediation and to
indemnify the Company for any losses the Company may suffer because of the
contamination or remediation. There can be no assurance, however, that the prior
owners will perform their obligations under these agreements, although in
certain cases prior owners have set aside funds in escrow with respect to their
performance under these agreements. In connection with certain other properties,
the former tenants at the properties are in the process of performing the
necessary remediation, although there can be no assurance that such remediation
will be satisfactory. In connection with certain additional properties, the
Company has assumed the obligation to perform the necessary remediation in
connection with the Company's purchase of the properties. In addition to the
environmental conditions discussed above, asbestos minerals (associated with
spray-applied fireproofing materials) exist at certain of the Company's
properties. The Company currently estimates that the total cost of remediation
of asbestos minerals at these properties will be approximately $4 million,
although there can be no assurance that this estimate will prove accurate. The
Company does not expect the environmental conditions at its properties,
considered as a whole, to have a material adverse effect on the Company.

         The Company seeks to protect itself from environmental liabilities
associated with properties it acquires in a number of ways. As part of its
internal due diligence process, the Company undertakes environmental site
assessments prior to purchasing a property. The Company generally will not
purchase a property if these assessments reveal potential environmental
liabilities. The Company may, however, evaluate the risks and attempt to
quantify the potential costs associated with such liabilities, and then make a
determination of whether to acquire the property. If the Company chooses to
acquire the property, it will typically require the prospective seller/tenant to
agree to remediate any environmental problems and it may obtain a letter of
credit or other security to provide adequate assurance to the Company that
sufficient funds 


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<PAGE>   8
will be available to complete the work. Alternatively, the Company may negotiate
a purchase price reduction that considers the estimated cost of remediation. The
Company will continue to obtain environmental reports on all properties it seeks
to acquire. Moreover, to protect itself against environmental liabilities that
were not discovered during its pre-purchase investigations as well as those that
were disclosed, the Company, in the purchase agreement and/or lease, will
typically require the seller/tenant to indemnify the Company against any and all
environmental liabilities arising from the property acquired.

         No assurance can be given that any environmental studies performed at
the Company's properties will identify all material environmental conditions,
that any prior owner of the properties did not create a material environmental
condition not known to the Company or that a material environmental condition
does not otherwise exist with respect to any of the Company's properties.

RECENT DEVELOPMENTS

The Merger

         On September 28, 1998, Excel and the Trust consummated the Merger
pursuant to an Agreement and Plan of Merger dated as of May 14, 1998, as amended
as of August 7, 1998 (the "Merger Agreement"), whereby ERT Merger Sub, Inc., a
wholly owned subsidiary of Excel, was merged with and into the Trust with the
Trust surviving as a wholly owned subsidiary of Excel. The Merger was approved
by the stockholders of Excel and the shareholders of the Trust at special
meetings held on September 25, 1998. In connection with the consummation of the
Merger, Excel changed its name to "New Plan Excel Realty Trust, Inc."

         As provided in the Merger Agreement, Excel paid a 20% stock dividend
prior to the Merger. In connection with the Merger, each share of beneficial
interest of the Trust was converted into one share of common stock, par value
$.01 per share, of the Company, and each 7.8% Series A Cumulative Step-Up
Premium Rate Preferred Share, par value $1.00 per share, of the Trust was
converted into one share of 7.8% Series D Cumulative Voting Step-Up Premium Rate
Preferred Stock, par value $.01 per share, of the Company ("Series D Preferred
Stock"). The Company issued an aggregate of approximately 60,000,000 shares of
common stock and 150,000 shares of Series D Preferred Stock (represented by
1,500,000 depositary shares, each of which represents a one-tenth fractional
interest in a share of Series D Preferred Stock) to the Trust's shareholders in
the Merger. As a result of the Merger, the shareholders of the Trust immediately
prior to the Merger owned approximately 65% of the Company's common stock
outstanding immediately following the Merger. The Company's common stock is
listed for trading on the New York Stock Exchange under the symbol "NXL."


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<PAGE>   9
         As further provided in the Merger Agreement, since September 28, 1998,
the Board of Directors of the Company has consisted of the six former members of
Excel's Board and the nine former members of the Trust's Board. As of March 26,
1999, the senior management of the Company was as follows:

<TABLE>
<S>                                 <C>
         William Newman             Chairman of the Board
         Arnold Laubich             Chief Executive Officer
         Gary B. Sabin              President
         James M. Steuterman        Executive Vice President and Co-Chief Operating Officer
         Richard B. Muir            Executive Vice President and Co-Chief Operating Officer
         Jeffrey D. Egertson        Senior Vice President and Chief Financial Officer
</TABLE>

         The Company intends and expects that Mr. Laubich will eventually
succeed Mr. Newman as Chairman of the Board of the Company, at such time as Mr.
Newman is no longer serving in such capacity, and that Mr. Sabin will eventually
succeed Mr. Laubich as Chief Executive Officer of the Company, at such time as
Mr. Laubich is no longer serving in such capacity.

Medium-Term Notes Program

         On February 3, 1999, the Company established a program for the sale of
up to $500 million aggregate principal amount of medium-term notes due nine
months or more from date of issue. The Trust will guarantee any medium-term
notes issued by the Company in the future under this program.

Legacy Spin-Off

         On March 31, 1998, Excel consummated a spin-off (the "Spin-off") of
Excel Legacy Corporation ("Legacy") through the distribution, on a pro-rata
basis, to the holders of record of Excel's common stock on March 2, 1998 of all
of the common stock of Legacy held by Excel. Legacy was organized to create and
realize value by identifying and making opportunistic real estate investments
which are not restricted by REIT tax laws or influenced by Excel's objectives of
increasing cash flows and maintaining certain leverage ratios. Prior to the
Spin-off, Excel transferred to Legacy ten single tenant properties owned by
Excel with a December 31, 1997 book value of approximately $46.2 million and a
property under development with a book value of approximately $14.7 million, in
exchange for a sufficient number of shares of Legacy common stock to effect the
Spin-off, a note payable from Legacy to Excel in the amount of approximately
$20.6 million, and the assumption by Legacy of indebtedness on the properties in
the amount of approximately $34.2 million. Prior to the Spin-off, EDV
transferred to Legacy four notes receivable, a leasehold interest in a parcel of
land, an office building and a single tenant property, in exchange for the
cancellation by Excel of approximately $33.3 million of EDV's indebtedness to
Excel.

         The Company and Legacy currently are parties to agreements providing
for: (i) the orderly separation of the Company and Legacy; (ii) the sharing of
certain facilities and the provision of management and administrative services
by the Company to Legacy; and (iii) the allocation of certain tax and other
liabilities.

         Under an agreement executed in connection with the Spin-off, Legacy has
agreed not to make investments that involve neighborhood and community shopping
centers, power centers, malls or other conventional retail properties, unless it
has first offered to Excel (now to the Company) the opportunity to pursue such
investments. This agreement expressly permits Legacy to make investments that
involve office 


                                       7
<PAGE>   10
and industrial properties, single tenant retail properties,
entertainment/retail/mixed-use development projects, real estate mortgages, real
estate derivatives, or, subject to certain limitations, entities that invest
primarily in or have a substantial portion of their assets in such real estate
assets, in each case without first offering to the Company the opportunity to
pursue such investment. Under this agreement, the Company and Legacy also will
notify each other of, and make available to each other, investment opportunities
which they develop or of which they become aware but are unable or unwilling to
pursue. The term of this agreement will terminate upon the earlier of March 31,
2008 or a "change in control" of either the Company or Legacy.

COMPETITION

         The success of the Company depends upon, among other factors, the
trends of the economy, including interest rates, income tax laws, increases or
decreases in operating expenses, governmental regulations and legislation,
including environmental requirements, real estate fluctuations, retailing
trends, population trends, zoning laws, the financial condition and stability of
tenants, the availability of financing and capital on satisfactory terms, the
ability of the Company to compete with others for tenants and keep its
properties leased at profitable levels and construction costs. The Company
competes for acquisitions of, and investments in, properties and real estate
companies with an indeterminate number of investors, including domestic and
foreign corporations and financial institutions, other real estate investment
trusts, life insurance companies, pension funds and trust funds.

         Adverse changes in general or local economic conditions could result in
the inability of some existing tenants of the Company to meet their lease
obligations and could otherwise adversely affect the Company's ability to
attract or retain tenants. Management believes, however, that the Company's
financial strength and operating practices, particularly its ability to
implement renovation, expansion and leasing programs, will enable it to maintain
and increase rental income from its properties.

EMPLOYEES

         As of December 31, 1998, the Company employed approximately 750
individuals (including executive, administrative and field personnel).

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         The Company is in the business of managing, operating, leasing,
acquiring, developing and investing in retail properties (including four office
properties and two vacant land parcels) and apartment communities. See the
Consolidated Financial Statements and Notes thereto included in Item 8 of this
Annual Report on Form 10-K for certain information required by Item 1. See
"--Description of Business--Strategy and Philosophy" above.


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<PAGE>   11
RISK FACTORS

         Set forth below are the risks that the Company believes are material to
investors who purchase or own the securities of the Company that are not 
otherwise described in this Annual Report on Form 10-K.

There Can Be No Assurance that the Company Will Effectively Manage Growth

         The Company intends to pursue an aggressive growth strategy in the
foreseeable future. The Company plans to manage this growth by applying its
experience to new properties and markets, and expects to be successful in that
effort. If the Company does not effectively manage its rapid growth, however, it
may not be able to service its debt or pay expected dividends to its
stockholders.

The Company is Dependent on Key Personnel

         The Company depends upon the efforts of its executive officers. In
particular, the Company depends upon the services of William Newman, Arnold
Laubich and Gary B. Sabin, who serve as Chairman of the Board, Chief Executive
Officer, and President of the Company, respectively. The loss of the services of
any of these executive officers or of certain other key personnel could have a
material adverse effect on the Company. William Newman has entered into an
agreement to provide consulting services to the Company through December 31,
2003, with two automatic one-year renewal periods thereafter unless terminated
by either party. Arnold Laubich and Gary B. Sabin have each entered into
employment agreements which have terms through December 31, 2002, with automatic
one-year renewal periods thereafter unless terminated by either party. In
addition, the Company has entered into employment agreements with certain of its
other executive officers. The Company has not obtained "key man" insurance with
respect to any members of its executive management team, however, and does not
expect that it will purchase such insurance in the foreseeable future.

Performance and Share Value are Subject to Risks Associated With the Real Estate
Industry

         The Company Faces the Risks of All Real Estate Companies. If the
Company's assets do not generate income sufficient to pay expenses and maintain
properties, it may not be able to service debt or pay expected dividends to
stockholders. A number of factors may adversely affect the economic performance
of the Company and the value of its properties. These factors include changes in
the national, regional and local economic climate, local conditions, such as an
oversupply of space in properties like those owned by the Company, or a
reduction in demand for such properties, the attractiveness of its properties to
tenants, competition from other available properties, changes in market rental
rates and the need to periodically repair, renovate and relet space. The
Company's performance also depends on its ability to collect rent from tenants
and to pay for adequate maintenance, insurance and other operating costs
(including real estate taxes), which could increase over time. Also, the
expenses of owning and operating a property are not necessarily reduced when
circumstances such as market factors and competition cause a reduction in income
from the property. If a property is mortgaged and the Company is unable to make
the mortgage payments, the lender could foreclose on the mortgage and take the
property. In addition, interest rate levels, the availability of financing and
changes in laws and governmental regulations (including those governing usage,
zoning, the environment and taxes) may adversely affect the Company's financial
condition.


                                       9
<PAGE>   12
         The Company is Dependent upon Economic Trends in the Retailing
Industry. The Company's properties consist largely of community and neighborhood
shopping centers and other retail properties. The Company's performance
therefore is linked to economic conditions in the market for retail space
generally. The market for retail space has been or could be adversely affected
by the ongoing consolidation in the retail sector, the adverse financial
condition of certain large retailing companies, the excess amount of retail
space in certain markets, and increasing consumer purchases through catalogues
or the internet. To the extent that these conditions impact the market rents for
retail space, the Company's financial position and ability to service debt and
pay dividends to stockholders could be adversely affected.

         The Company May be Unable to Renew Leases or Relet Space as Leases
Expire. If the Company's tenants decide not to renew their leases upon
expiration, it may not be able to relet the space. Even if the tenants do renew
or the Company can relet the space, the terms of renewal or reletting (including
the cost of required renovations) may be less favorable than current lease terms
or than expectations for the space. As of December 31, 1998, leases were
scheduled to expire on a total of approximately 35% of the space at the
Company's retail properties through the end of 2002. If the Company is unable
promptly to renew the leases or relet this space, or if the rental rates upon
renewal or reletting are significantly lower than expected rates, then the
results of operations and financial condition may be adversely affected.
Consequently, cash flow and ability to service debt and pay dividends to
stockholders could be adversely affected.

         The Company is Dependent Upon the Financial Health of its Tenants. The
Company's financial position and ability to pay dividends may be affected by
financial difficulties experienced by a major tenant, including a bankruptcy,
insolvency or general downturn in business. The bankruptcy or insolvency of one
or more major tenants or a number of smaller tenants may have an adverse impact
on the Company's properties and on the income produced by such properties. As of
December 31, 1998, the Company's largest retail tenants were Kmart and Wal-mart,
whose scheduled annualized base rents represented 5.1% and 3.5%, respectively,
of the Company's total annualized base rents.

         New Acquisitions and Developments May Fail to Perform as Expected and
Competition for Acquisitions May Result in Increased Prices for Properties. The
Company intends to continue actively acquiring and developing community and
neighborhood shopping centers, other retail and commercial properties and
apartment communities. Newly acquired and newly developed properties may fail to
perform as expected. The Company's management may underestimate the costs
necessary to bring an acquired property up to standards established for its
intended market position. New developments are subject to a number of risks,
including construction delays, cost overruns, financing risks, failure to meet
expected occupancy and rent levels, delays in and the inability to obtain
zoning, occupancy and other governmental permits, and changes in zoning and land
use laws. These development risks may result in increased project costs and the
incurrence of costs for developments that are not pursued to completion.
Additionally, the Company expects that other major real estate investors with
significant capital will compete with it for attractive investment and
development opportunities. These competitors include publicly traded REITs,
private REITs, investment banking firms and private institutional investment
funds. This competition has increased prices for the types of properties in
which the Company invests. The Company expects to acquire and develop properties
with cash from secured or unsecured financings or from offerings of equity or
debt. The Company may sometimes acquire properties with partnership units from a
partnership that it controls. The Company may not be in a position or have the
opportunity in the future to make suitable property acquisitions or to develop
properties on favorable terms.


                                       10
<PAGE>   13
         Because Real Estate Property Investments are Illiquid, the Company May
Not be Able to Sell Properties When Appropriate. Real estate property
investments generally cannot be sold quickly. In addition, the federal tax code
imposes restrictions on a REIT's ability to dispose of properties. The Company
may not be able to vary its portfolio promptly in response to economic or other
conditions. This inability to respond promptly to changes in economic or other
conditions could adversely affect the Company's financial condition and ability
to service debt and pay dividends to stockholders.

         Some Potential Losses are Not Covered By Insurance. The Company carries
comprehensive liability, fire, extended coverage and rental loss insurance on
all of its properties. The Company believes the policy specifications and
insured limits of these policies are adequate and appropriate. There are,
however, certain types of losses, such as lease and other contract claims, that
generally are not insured. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose all or a portion of the capital it
has invested in a property, as well as the anticipated future revenue from the
property. In such an event, the Company might nevertheless remain obligated for
any recourse mortgage debt or other financial obligations related to the
property.

Debt Financing, Financial Covenants, Degree of Leverage and Increases in
Interest Rates Could Adversely Affect the Company's Economic Performance

         Scheduled Debt Payments Could Adversely Affect the Company's Financial
Condition. The Company's business is subject to risks normally associated with
debt financing. Cash flow could be insufficient to pay expected dividends to
stockholders and meet required payments of principal and interest. The Company
may not be able to refinance existing indebtedness (which in virtually all cases
requires substantial principal payments at maturity) and, even if it can, the
terms of such refinancing might not be as favorable as the terms of existing
indebtedness. The total principal amount of the Company's outstanding
indebtedness was $1.1 billion as of December 31, 1998. If principal payments due
at maturity cannot be refinanced, extended or paid with proceeds of other
capital transactions, such as new equity capital, cash flow may not be
sufficient in all years to repay all maturing debt. If prevailing interest rates
or other factors at the time of refinancing (such as the possible reluctance of
lenders to make commercial real estate loans) result in higher interest rates,
increased interest expense would adversely affect cash flow and the Company's
ability to service debt and pay expected dividends to stockholders.

         Financial Covenants Could Adversely Affect the Company's Financial
Condition. If a property is mortgaged to secure payment of indebtedness and the
Company is unable to meet mortgage payments, the holder of the mortgage or
lender could foreclose on the property, resulting in loss of income and asset
value. Certain of the mortgages contain customary negative covenants which,
among other things, limit the Company's ability, without the prior consent of
the lender, to further mortgage the property, to enter into new leases or
materially modify existing leases, and to discontinue insurance coverage. In
addition, credit facilities and the indentures under which the Company's senior
unsecured indebtedness is issued contain certain financial and operating
covenants, including, among other things, certain coverage ratios, as well as
limitations on the Company's ability to incur secured and unsecured
indebtedness, sell all or substantially all of the Company's assets and engage
in mergers and consolidations and certain acquisitions. Foreclosure on mortgaged
properties or an inability to refinance existing indebtedness would likely have
a negative impact on the Company's financial condition and results of
operations.

         The Company's Degree of Leverage Could Limit Its Ability to Obtain
Additional Financing. The Company's organizational documents do not contain any
limitation on the incurrence of indebtedness. The 


                                       11
<PAGE>   14
degree of leverage of the Company could have important consequences, including
affecting the ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, development or other general
corporate purposes and making the Company more vulnerable to a downturn in
business or the economy generally.

         The Company is Subject to Interest Rate Risk. Increases in interest
rates, or the loss of the benefits of any hedging agreements of the Company,
would increase the Company's interest expense, which would adversely affect cash
flow and the Company's ability to service its debt and pay dividends to
stockholders. As of December 31, 1998, the Company had $200.5 million
outstanding under two unsecured revolving credit facilities under which advances
bear interest at floating interest rates. One is a $250 million credit facility
that expires in December 1999, and the other is a $50 million credit facility
that expires in November 1999. As of December 31, 1998, the Company also had
approximately $170 million in floating rate notes and mortgages outstanding,
with $49 million maturing in August 1999, $40 million maturing in May 2000, $10
million maturing in August 2000 and approximately $71 million maturing in
various amounts not exceeding $10 million each on various dates from July 1999
to February 2013. The Company was not a party to any hedging agreements with
respect to its floating rate debt as of December 31, 1998. In the event of a
significant increase in interest rates, the Company would consider entering into
hedging agreements with respect to all or a portion of its floating rate debt.
Although hedging agreements would enable the Company to convert floating rate
liabilities to fixed rate liabilities, they would expose the Company to the risk
that the counterparties to such hedge agreements may not perform, which could
increase the Company's exposure to rising interest rates. Generally, however,
the counterparties to hedging agreements that the Company would enter into would
be major financial institutions. The Company may borrow additional money with
floating interest rates in the future. Increases in interest rates, or the loss
of the benefits of any hedging agreements that the Company may enter into in the
future, would increase the Company's interest expenses, which would adversely
affect cash flow and the ability of the Company to service its debt. If the
Company enters into any hedging agreements in the future, decreases in interest
rates thereafter would increase the Company's interest expenses as compared to
the underlying floating rate debt and could result in the Company making
payments to unwind such agreements.

The Ability of Stockholders to Effect Changes in Control of the Company is
Limited

         Provisions of the Company's Charter and Bylaws Could Inhibit Changes in
Control. Certain provisions of the Company's charter and bylaws may delay or
prevent a change in control of the Company or other transactions that could
provide stockholders with a premium over the then-prevailing market price of
their common stock or that might otherwise be in the best interests of the
stockholders. These include a staggered Board of Directors, a stockholder rights
plan and the REIT share ownership limits described two paragraphs below. Also,
any future series of preferred stock of the Company may have certain voting
provisions that could delay or prevent a change of control or other transaction
that might involve a premium price or otherwise be in the best interests of the
common or other stockholders.

         The Company Could Adopt Maryland Law Limitations on Changes in Control.
Certain provisions of Maryland law applicable to REITs prohibit "business
combinations" (including certain issuances of equity securities) with any person
who beneficially owns ten percent or more of the voting power of outstanding
shares, or with an affiliate of the REIT who, at any time within the two-year
period prior to the date in question, was the beneficial owner of ten percent or
more of the voting power of the outstanding voting shares (a so-called
"interested stockholder"), or with an affiliate of an interested stockholder.
These 


                                       12
<PAGE>   15
prohibitions last for five years after the most recent date on which the
interested stockholder became an interested stockholder. After the five-year
period, a business combination with an interested stockholder must be approved
by two super-majority stockholder votes unless, among other conditions, the
REIT's common stockholders receive a minimum price for their shares and the
consideration is received in cash or in the same form as previously paid by the
interested stockholder for its common shares. The Board of Directors of the
Company has opted out of these business combination provisions. Consequently,
the five-year prohibition and the super-majority vote requirements will not
apply to a business combination involving the Company. The Board of Directors
may, however, repeal this election in most cases and cause the Company to become
subject to these provisions in the future.

         The Company Has a Share Ownership Limit. To facilitate maintenance of
the Company's REIT qualification and for other strategic reasons, the Company's
charter generally prohibits any person from acquiring or holding shares of the
Company's preferred and common stock in excess of 9.8% (by value or by number of
shares, whichever is more restrictive) of the outstanding shares of each class
or series of stock of the Company. The Company's Board of Directors may exempt a
person from this ownership limit under specified conditions. Absent an exemption
or a waiver, shares of stock that are purportedly transferred in excess of the
ownership limit will be automatically transferred to a trust for the exclusive
benefit of one or more charitable beneficiaries, and the purported transferee
will not acquire any rights in such shares. This ownership limit could delay or
prevent a change in control of the Company and, therefore, could adversely
affect the common stockholders' ability to realize a premium over the
then-prevailing market price for their shares.

The Company Does Not Control its Development Business

         To facilitate maintenance of its REIT qualification, the Company has an
investment in a noncontrolled company that is engaged in the real estate
development business, EDV. Although the Company owns 95% of the economic
interest in EDV, its voting stock is owned directly or indirectly by a private
company controlled by certain of the Company's executive officers. The Company
therefore does not control the timing or amount of dividends or the management
and operations of this company. As a result, decisions relating to the
declaration and payment of dividends and the business policies and operations of
this company could be adverse to the Company's interests or could lead to
adverse financial results, which could adversely affect the Company's financial
condition and results of operations.

Certain Directors and Executive Officers Have Conflicts of Interest Involving
Legacy


         Certain of the Company's directors and officers continue to serve as
directors and officers of Legacy, which Excel spun off in March 1998. As of
December 31, 1998, these individuals held 10,227,046 shares of common stock of
Legacy, which equaled approximately 31% of the currently outstanding shares, and
held options to acquire another 3,162,000 shares. The Company and Legacy
currently are parties to agreements providing for: (i) the orderly separation of
the Company and Legacy; (ii) the sharing of certain facilities and the provision
of management and administrative services by the Company to Legacy; and (iii)
the allocation of certain tax and other liabilities. Conflicts may arise with
respect to the operation and effect of these agreements and relationships, which
could have an adverse effect on the Company if not properly resolved. In this
regard, the certificate of incorporation of Legacy contains a specific purpose
clause providing that Legacy's purpose includes complying with an intercompany
agreement between the Company and Legacy as long as the agreement remains in
effect. The agreement prohibits Legacy from investing in community and
neighborhood shopping 


                                       13
<PAGE>   16
centers, power centers, malls or other conventional retail properties unless it
has first offered to Excel (now the Company) the opportunity to pursue such
investments.

Environmental Problems are Possible and Can Be Costly

         Federal, state and local laws and regulations relating to the
protection of the environment may require a current or previous owner or
operator of real estate to investigate and clean up hazardous or toxic
substances or petroleum product releases at such property. The owner or operator
may have to pay a governmental entity or third parties for property damage and
for investigation and clean-up costs incurred by such parties in connection with
the contamination. Such laws typically impose clean-up responsibility and
liability without regard to whether the owner or operator knew of or caused the
presence of contaminants. Even if more than one person may have been responsible
for the contamination, each person covered by the environmental laws may be held
responsible for all of the clean-up costs incurred. In addition, third parties
may sue the owner or operator of a site for damages and costs resulting from
environmental contamination emanating from that site.

         Environmental laws also govern the presence, maintenance and removal of
asbestos. Such laws require that owners or operators of buildings containing
asbestos properly manage and maintain the asbestos, that they notify and train
those who may come into contact with asbestos and that they undertake special
precautions, including removal or other abatement, if asbestos would be
disturbed during renovation or demolition of a building. Such laws may impose
fines and penalties on building owners or operators who fail to comply with
these requirements and may allow third parties to seek recovery from owners or
operators for personal injury associated with exposure to asbestos fibers.

The Market Value of the Company's Publicly Traded Securities Can Be Adversely
Affected by a Number of Factors

         Changes in Market Conditions Could Adversely Affect the Market Price of
the Company's Publicly Traded Securities. As with other publicly traded
securities, the value of the Company's publicly traded securities depends on
various market conditions, which may change from time to time. Among the market
conditions that may affect the value of its publicly traded securities are the
following: the extent of institutional investor interest in the Company; the
reputation of REITs generally; the reputation of REITs with portfolios similar
to the Company's; the attractiveness of the securities of REITs in comparison to
other securities (including securities issued by other real estate companies);
the Company's financial condition and performance; and general economic and 
financial market conditions.

         The Company's Earnings and Cash Dividends Will Affect the Market Price
of its Publicly Traded Securities. The Company believes that the market value of
a REIT's equity securities is based primarily upon the market's perception of
the REIT's growth potential and its current and potential future cash dividends,
and is secondarily based upon the real estate market value of the underlying
assets. For that reason, the Company's common stock may trade at prices that are
higher or lower than the net asset value per share. To the extent the Company
retains operating cash flow for investment purposes, working capital reserves or
other purposes, these retained funds, while increasing the value of its
underlying assets, may not correspondingly increase the market price of the
Company's shares. Failure to meet the market's expectations with regard to
future earnings and cash dividends likely would adversely affect the market
price of the Company's publicly traded equity securities.


                                       14
<PAGE>   17
         Market Interest Rates May Have an Effect on the Value of the Company's
Publicly Traded Securities. One of the factors that investors consider important
in deciding whether to buy or sell shares of a REIT is the dividend rate on such
shares (as a percentage of the price of such shares) relative to market interest
rates. If market interest rates go up, prospective purchasers of REIT shares may
expect a higher dividend rate. Higher interest rates would not, however, result
in more dividends and, in fact, likely would increase borrowing costs and
potentially decrease funds available for dividends. Thus, higher market interest
rates could cause the market price of the Company's publicly traded securities
to go down.

The Company is Dependent on External Sources of Capital

         To qualify as a REIT, among other things, the Company must distribute
to its stockholders each year at least 95% of its REIT taxable income (excluding
any net capital gain). Because of these distribution requirements, the Company
likely will not be able to fund all future capital needs, including capital for
acquisitions, with income from operations. The Company therefore will have to
rely on third-party sources of capital, which may or may not be available on
favorable terms or at all. The Company's access to third-party sources of
capital depends on a number of things, including the market's perception of its
growth potential and its current and potential future earnings. Moreover,
additional equity offerings may result in substantial dilution of stockholders'
interests, and additional debt financing may substantially increase leverage.

The Company's Classification as a REIT is Dependent on Compliance with Federal
Income Tax Requirements

         Failure of the Company to Qualify as a REIT Would Have Serious Adverse
Consequences to Stockholders. The Company believes that its predecessor
companies, the Trust and Excel, qualified for taxation as REITs for federal
income tax purposes since their first elections to be taxed as REITs for the
taxable years ended July 31, 1972 and December 31, 1987, respectively. The
Company plans to continue to operate the combined company so that it meets the
requirements for taxation as a REIT. Many of these requirements, however, are
highly technical and complex. The determination that the Company is a REIT
requires an analysis of various factual matters and circumstances that may not
be totally within the Company's control. For example, to qualify as a REIT, at
least 95% of the Company's gross income must come from certain sources that are
itemized in the REIT tax laws. The Company is also required to distribute to
stockholders at least 95% of its REIT taxable income (excluding capital gains).
The fact that the Company holds certain of its assets through partnerships and
their subsidiaries further complicates the application of the REIT requirements.
Even a technical or inadvertent mistake could jeopardize the Company's REIT
status. Furthermore, Congress and the Internal Revenue Service might make
changes to the tax laws and regulations, and the courts might issue new rulings,
that make it more difficult, or impossible, for the Company to remain qualified
as a REIT. The Company does not believe, however, that any pending or proposed
tax law changes would jeopardize its REIT status.

         If the Company fails to qualify as a REIT, the Company would be subject
to federal income tax at regular corporate rates. Also, unless the IRS granted
the Company relief under certain statutory provisions, the Company would remain
disqualified as a REIT for four years following the year the Company first
failed to qualify. If the Company failed to qualify as a REIT, the Company would
have to pay significant income taxes and would therefore have less money
available for investments, debt service and dividends to stockholders. This
likely would have a significant adverse affect on the value of its securities.
In addition, the Company would no longer be required to pay any dividends to
stockholders.


                                       15
<PAGE>   18
         The Company Could be Disqualified as a REIT or Have to Pay Taxes if its
Predecessor Companies Did Not Qualify as REITs. If either the Trust or Excel,
whose businesses were combined in the Merger on September 28, 1998 to form the
Company, failed to qualify as a REIT throughout the duration of its existence,
it might have had undistributed "C corporation earnings and profits." If that
were the case and the Trust or Excel did not distribute such earnings and
profits prior to the Merger, the Company might not qualify as a REIT. The
Company believes that each of the Trust and Excel qualified as a REIT and that,
in any event, neither the Trust nor Excel had any undistributed "C corporation
earnings and profits" at the time of the Merger. If either the Trust or Excel
failed to qualify as a REIT, it would have recognized taxable gain at the time
of the Merger (and the Company would be liable for the tax on such gain). This
would be the case even though the business combination qualified as a "tax-free
reorganization," unless the Company makes a special election that is available
under current law. The Company will make such an election with respect to each
of the Trust and Excel. This election will have the effect of requiring the
Company, if the Trust or Excel was not qualified as a REIT, to pay corporate
income tax on any gain existing at the time of the business combination on
assets acquired in the combination if such assets are sold within 10 years after
the combination. Finally, if either the Trust or Excel did not qualify as a
REIT, the Company could be precluded from electing REIT status for up to four
years after the year in which the predecessor company failed to qualify if the
Company were determined to be a "successor" to that predecessor company.

There Can Be No Assurance That the Company Will Be Successful in Integrating Two
Previously Separate Companies

         The Merger took place in September 1998. There can be no assurance that
the remaining integration of the respective operations of the Trust and Excel
will be completed without substantial difficulties. Such difficulties could
include integrating different business strategies with respect to owning,
operating, acquiring and developing real estate properties, and integrating
personnel with different business backgrounds and corporate cultures. Further,
the process of integrating management services, administrative organizations,
facilities, management information systems and other aspects of operations,
while simultaneously managing a larger and geographically expanded entity, will
present a significant challenge to the management of the Company. There can be
no assurance that there will not be substantial costs associated with the
integration process, that the integration activities will not result in a
decrease in revenues or that there will not be other material adverse effects on
the Company as a result of the integration efforts. Although the Company does
not expect to incur any current material charge against earnings for integration
costs resulting from the Merger, there can be no assurance that the Company will
not in the future incur material charges to reflect costs associated with the
Merger.

Failure to Obtain Year 2000 Compliance May Have Adverse Effects on the Company

         Many currently installed computer systems, software products, time
clocks and other similar devices of the Company are coded to accept only two
digit entries in the date code field. The Company needs to have these date code
fields upgraded or recoded to accept four digit entries to distinguish 21st
century dates from 20th century dates. Uncertainty exists concerning the
potential effects associated with compliance with such "Year 2000" requirements.
In addition, even if the Company's equipment and software is Year 2000
compliant, equipment and software used by suppliers or other third parties
having a material relationship with the Company (e.g., utilities, financial
institutions, major tenants, suppliers, governmental agencies and 
municipalities)  may not be Year 2000 compliant.


                                       16
<PAGE>   19
ITEM 2. PROPERTIES

         As of December 31, 1998, the Company owned interests in 301 retail
properties (including four office properties and two vacant land parcels) and 54
apartment communities. The following table sets forth certain information
as of December 31, 1998 regarding the Company's properties on a state-by-state
basis:

<TABLE>
<CAPTION>
                              RETAIL PROPERTIES                                       APARTMENT COMMUNITIES
                    ------------------------------------------------------------------------------------------------------
                                                            PERCENT OF                                          PERCENT OF
                                                  GROSS      SCHEDULED                  TOTAL                   SCHEDULED
                     NUMBER OF     PERCENT      LEASABLE      RETAIL     NUMBER OF    NUMBER OF     PERCENT     APARTMENT
      STATE         PROPERTIES      LEASED        AREA        ABR(1)     PROPERTIES     UNITS       LEASED        ABR(1)
----------------    ----------     -------      --------    ----------   ----------   ---------     -------     ----------
<S>                 <C>            <C>          <C>         <C>          <C>          <C>           <C>         <C>  
Alabama                  7           98.3%        764,564      1.6%          9          2,283        91.3%        16.2%
Arizona                 12           91.6%      1,103,291      3.3%          -              -           -            -
Arkansas                 2          100.0%        105,459      0.2%          -              -           -            -
California              17           93.7%      2,500,811     10.0%          -              -           -            -
Colorado                 2          100.0%        352,156      1.6%          -              -           -            -
Delaware                 2           80.4%        243,610      0.5%          2            303        85.9%         2.2%
Florida                 18           93.8%      3,535,950      9.0%          2            539        96.6%         5.2%
Georgia                 33           92.9%      2,937,840      6.4%          2            420        92.1%         3.2%
Illinois                10           98.4%      1,219,273      4.0%          -              -           -            -
Indiana                 14           95.2%        942,221      1.8%          3            893        92.0%         6.3%
Iowa                     5           81.1%        604,673      1.3%          -              -           -            -
Kentucky                11           96.4%      1,718,391      3.9%          6          1,363        87.5%        10.4%
Louisiana                2           98.8%        261,518      0.6%          3          1,244        89.6%         9.5%
Maryland                 2           68.5%        325,062      0.7%          -              -           -            -
Michigan                12           96.1%      1,973,549      5.8%          -              -           -            -
Minnesota                3           98.3%         85,935      0.4%          -              -           -            -
Missouri                 5           85.4%        799,214      4.1%          1            309        95.0%         2.6%
Nebraska                 3          100.0%         70,513      0.2%          -              -           -            -
Nevada                   3           99.3%        585,361      2.0%          -              -           -            -
New Jersey               9           93.4%      1,117,555      4.1%          -              -           -            -
New York                26           91.9%      3,434,263      8.0%          2            308        92.9%         2.1%
North Carolina          17           97.5%      1,800,225      3.8%          2            463        94.6%         4.2%
Ohio                    22           90.3%      3,166,774      7.2%          7          1,601        91.8%        13.5%
Oklahoma                 1          100.0%         45,510      0.1%          -              -           -            -
Pennsylvania            20           95.2%      2,253,885      6.4%          1            130        91.0%         1.1%
South Carolina           5           93.1%        376,002      1.0%          3            640        83.8%         4.7%
Tennessee               16           96.9%      2,029,280      4.8%         11          2,480        87.6%        18.9%
Texas                    7           97.3%        590,385      1.6%          -              -           -            -
Utah                     1           88.8%        587,440      1.2%          -              -           -            -
Virginia                11           89.7%      1,598,962      3.6%          -              -           -            -
West Virginia            3           95.4%        352,538      0.8%          -              -           -            -
                    ------------------------------------------------------------------------------------------------------
                       301           93.2%     37,482,210    100.0%         54         12,976        90.1%       100.0%
                    ======================================================================================================
</TABLE>

----------
1   ABR represents annualized base rent.


                                       17
<PAGE>   20
ITEM 3. LEGAL PROCEEDINGS

         The Company is not presently involved in any material pending legal
proceedings nor, to its knowledge, is any material litigation threatened against
the Company or its properties, other than litigation arising in the ordinary
course of business.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the stockholders of the Company
during the fourth quarter of 1998.


                                    PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's common stock is listed for trading on the New York Stock
Exchange under the symbol "NXL." As of March 26, 1999, there were approximately
14,480 registered record holders of the Company's common stock, plus those who
hold their shares in street name. The following table sets forth the high and
low sales price, as reported by the New York Stock Exchange composite tape, and
the cash dividends declared each calendar quarter during 1998 and 1997 with
respect to the Company's common stock:


<TABLE>
<CAPTION>
                                                                                   CASH
                                                                                DIVIDENDS
                                        HIGH(1)             LOW(1)              DECLARED(1)
                                       ---------          ---------             -----------
<S>                                    <C>                <C>                   <C>    
         1997:
                First quarter          $ 21.7708          $ 19.1667              $ 0.383
                Second quarter           22.5000            19.8958                0.383
                Third quarter            26.5625            22.0833                0.417
                Fourth quarter           27.2917            23.3858                0.417
                                                                            
         1998:                                                              
                First quarter            29.6875            25.2600              $ 0.417
                Second quarter           25.0000(2)         21.6667(2)             0.417
                Third quarter            25.0000            21.5000                0.417
                Fourth quarter           23.2500            20.2500                0.400
</TABLE>

----------

1    The high and low sales price and cash dividends declared prior to the
     Merger have been adjusted to reflect the 20% stock dividend that Excel paid
     in connection with the Merger. See "Business--Description of
     Business--Recent Developments--The Merger." The actual cash dividends
     declared by the Company were $0.460 for each of the first and second
     quarters of 1997 and $0.500 for each of the third and fourth quarters of
     1997 and the first, second and third quarters of 1998.

2    On March 31, 1998, Excel consummated the Spin-off of Legacy through the
     distribution, on a pro-rata basis, to the holders of Excel's common stock,
     of all of the common stock of Legacy held by Excel. See
     "Business--Description of Business--Recent Developments--Spin-Off of
     Legacy."


                                       18
<PAGE>   21
ITEM 6. SELECTED FINANCIAL DATA

         The financial information included in the following table has been
selected by the Company and has been derived from the consolidated financial
statements for the periods indicated.

         Under generally accepted accounting principles, the Merger was
accounted for as a purchase by the Trust of Excel. Therefore, all of the
financial information prior to September 28, 1998 included in the following
table is that of the Trust. Because the Trust had a fiscal year end of July 31
prior to the Merger, the financial information included in the following table
for periods prior to September 28, 1998 is based on a fiscal year end of July
31. All of the financial information included in the following table for periods
on and after September 28, 1998 relates to the Company as a combined entity.
Immediately following the Merger, each of the Company and the Trust adopted a
fiscal year end of December 31, beginning with a short fiscal year ending on
December 31, 1998.

         The financial information included in the following table should be
read in conjunction with the audited financial statements included in Item 14(a)
of this Form 10-K (in thousands, except for per share amounts). The unaudited
pro forma information for the twelve months ended December 31, 1998 has been
presented as if the Merger had been consummated on January 1, 1998. The pro
forma information is not necessarily indicative of what the actual results of
operations of the Company would have been had the Merger actually occurred on
January 1, 1998.


<TABLE>
<CAPTION>
                            TWELVE MONTHS                                                       
                                ENDED       FIVE MONTHS                                                      
                             DECEMBER 31,      ENDED                                YEARS ENDED JULY 31, 
                                1998        DECEMBER 31,   ---------------------------------------------------------------------
STATEMENT OF INCOME DATA:    (PRO FORMA)        1998           1998           1997           1996          1995          1994
-------------------------   -------------   -----------    -----------    -----------    -----------   -----------   -----------
<S>                          <C>            <C>            <C>            <C>            <C>           <C>           <C>        
Revenue                      $   419,110    $   155,921    $   250,259    $   206,821    $   167,606   $   130,576   $   100,955
Expenses                         262,276         99,693        156,875        127,578         94,868        65,572        46,914
                             -----------    -----------    -----------    -----------    -----------   -----------   -----------
                                 156,834         56,228         93,384         79,243         72,738        65,004        54,041
Minority interest                 (1,683)          (457)            --             --             --            --            --
Other                             (1,050)            --             --             --             --            --            --
(Loss)/gain on sales of
properties and
securities,  net                     370             34            (41)            (3)           399           228           989
                             -----------    -----------    -----------    -----------    -----------   -----------   -----------
Net income                       154,471         55,805         93,343         79,240         73,137        65,232        55,030
Preferred dividends               23,696          6,914          2,770          2,203          2,616         2,516         2,713
                             -----------    -----------    -----------    -----------    -----------   -----------   -----------
Net income - basic               130,775         48,891         90,573         77,037         70,521        62,716        52,317
Minority interest                  1,683            457             --             --             --            --            --
                             -----------    -----------    -----------    -----------    -----------   -----------   -----------
Net income - diluted         $   132,458    $    49,348    $    90,573    $    77,037    $    70,521   $    62,716   $    52,317
                             ===========    ===========    ===========    ===========    ===========   ===========   ===========

Net income per common
share
  Basic                      $      1.49    $      0.63    $      1.43    $      1.31    $      1.25   $      1.19   $      1.06
  Diluted                    $      1.47    $      0.62    $      1.42    $      1.30    $      1.25   $      1.18   $      1.05
Weighted average number
of common shares
outstanding
  Basic                           87,504         77,481         59,365         58,461         56,484        52,894        49,502
  Diluted                         90,419         79,396         59,774         58,735         56,642        53,040        49,768

OTHER DATA:
Distributions per common     
share                        $     1.615    $     0.678    $     1.475    $     1.435    $     1.395   $     1.355   $     1.315
                             ===========    ===========    ===========    ===========    ===========   ===========   ===========
BALANCE SHEET DATA AS OF
THE END OF EACH PERIOD:
Total assets                 $ 2,894,546    $ 2,894,546    $ 1,384,525    $ 1,261,144    $   945,394   $   796,636   $   616,993
Long-term debt obligations     1,105,271      1,105,271        576,888        478,207        238,426       206,652        28,060
Shareholders' equity           1,695,574      1,695,574        764,527        744,995        659,354       570,529       565,493
</TABLE>


                                       19
<PAGE>   22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

         Cash flow from operations has been the principal source of capital to
fund the Company's ongoing operations. The Company's issuance of common and
preferred stock, use of the Company's revolving credit facilities and financing
from unsecured notes and mortgage debt have been the principal sources of
capital required to fund its growth.

         In order to continue to expand and develop its portfolio of properties
and other investments, the Company intends to finance future acquisitions and
growth through the most advantageous sources of capital available to the Company
at the time, which may include the sale of common stock, preferred stock or debt
securities through public offerings or private placements, the incurrence of
additional indebtedness through secured or unsecured borrowings, and the
reinvestment of proceeds from the disposition of assets. The Company also may
enter into joint ventures with institutions to acquire large properties. In
these instances, the Company generally receives property management and leasing
fees in addition to a disproportionate share of the profits after a preferred
return is received by the institutional partner. The Company's financing
strategy is to maintain a strong and flexible financial position by (i)
maintaining a prudent level of leverage, (ii) maintaining a large pool of
unencumbered properties, (iii) managing its exposure to interest rate risk
represented by its floating rate debt, (iv) where possible, amortizing existing
non-recourse mortgage debt secured by specific properties over the term of the
leases with anchor tenants at such mortgaged properties, and (v) maintaining a
conservative distribution payout ratio.

         The Company has a revolving credit facility of $250.0 million in
unsecured advances from a group of banks. The facility expires in December 1999
and bears an interest rate of 120 basis points over LIBOR. As of December 31,
1998, the Company had $150.5 million outstanding under this facility. The
covenants of the credit facility include maintaining certain ratios such as
liabilities to assets of less than 50% and maintaining a minimum interest
coverage of 2 to 1. The Company also has an unsecured revolving credit facility
of $50 million through November 1999, all of which was outstanding as of
December 31, 1998.

         In addition to outstanding amounts on the Company's credit facilities,
debt as of December 31, 1998 consisted of $388.2 million of mortgages payable
having a weighted average interest rate of 7.7% and $489.2 million of notes
payable with a weighted average interest rate of 6.9%. Of this debt, $170.4
million bear variable interest rates. Additionally, the Company has $1.7 million
in marketable equity securities which are sensitive to market price changes and
notes receivable in the amount of approximately Canadian $16.0 million
(approximately U.S. $10.4 million as of December 31, 1998) which are sensitive
to currency exchange rate fluctuations.

         In November 1998, the Company filed a $1 billion shelf registration
statement. This registration statement was filed for the purpose of issuing debt
securities, preferred stock, depository shares, common stock, warrants or
rights. Currently, no securities have been issued under this shelf registration
statement. On February 3, 1999, the Company established a program for the sale
of up to $500 million aggregate principal amount of medium-term notes due nine
months or more from date of issue. The Trust will guarantee any medium-term
notes issued by the Company in the future under this program under this shelf
registration statement.


                                       20
<PAGE>   23

         Other sources of funds are available to the Company. Based on
management's internal valuation of the Company's properties, many of which are
free and clear of mortgages, the estimated value is considerably in excess of
the outstanding mortgage indebtedness. Accordingly, management believes that
potential exists for additional mortgage financing as well as unsecured
borrowing capacity from banks and other lenders.

         The Company has three classes of preferred stock outstanding as of
December 31, 1998: (i) 2,124,000 shares of 8 1/2% Series A Cumulative
Convertible Preferred Stock outstanding which have an annual distribution of
$2.125 per share payable quarterly; (ii) 6,300,000 depositary shares
outstanding, each representing 1/10 of a share of 8 5/8% Series B Cumulative
Redeemable Preferred Stock, with an annual distribution of $2.15625 per
depositary share payable quarterly; and (iii) 1,500,000 depositary shares
outstanding, each representing 1/10 of one share of 7.8% Series D Cumulative
Voting Step-Up Premium Rate Preferred Stock, with a liquidation preference and
annual distribution of $50 and $3.90 per depositary share, respectively.

         The current quarterly dividend on the Company's common stock is $.4025
per share. The Company anticipates that the quarterly dividend will increase at
least $.0025 per share per quarter (which quarterly increases amount to $.01 per
share on an annualized basis and effectively increase the annualized dividend
rate by $.04 per share for each share held over a 12-month period) until the
annualized quarterly dividend on the Company's common stock is at least $1.67
per share. The maintenance of this dividend policy will be subject to various
factors, including the discretion of the Board of Directors of the Company, the
ability to pay dividends under applicable law and the effect which the payment
of dividends may have from time to time on the maintenance by the Company of its
status as a REIT.

         In the normal course of business, the Company also faces risks that are
either non-financial or non-qualitative. Such risks principally include credit
risks and legal risks and are not included in the aforementioned notes.

YEAR 2000 COMPLIANCE

Year 2000 Compliance Readiness

         The Company's centralized corporate business and technical information
systems have been assessed as to Year 2000 compliance and functionality. Year
2000 compliance issues with respect to the Company's internal business and
technical information systems were substantially remediated as of December 31,
1998. See "--Year 2000 Compliance Detail" below. In addition, the Company has
completed the identification and review of major computer hardware and software
suppliers and has verified the Year 2000 preparedness of these suppliers.


Year 2000 Compliance Detail

         The Company addressed the Year 2000 issue with respect to the
following: (i) the Company's information technology and operating systems,
including its billing, accounting and financial reporting systems; (ii) the
Company's non-information technology systems, including building access, parking
lot light and energy management, equipment and other infrastructure systems that
may contain or use computer systems or embedded micro controller technology; and
(iii) certain systems of the Company's


                                       21
<PAGE>   24
major suppliers and material service providers (insofar as such systems relate
to the Company's business activities such as payroll, health services and alarm
systems). As described below, the Company's Year 2000 review involves (a) an
assessment of the Year 2000 problems that may affect the Company, (b) the
development of remedies to address the problems discovered in the assessment
phase to the extent practical or feasible, (c) the testing of such remedies and
(d) the preparation of contingency plans to deal with worst case scenarios.

Assessment Phase

         As part of the internal assessment phase, the Company has attempted to
substantially identify all the major components of the systems described above.
In determining the extent to which such systems are vulnerable to the Year 2000
issue, the Company is evaluating internally developed and/or purchased software
applications and property operational control systems (e.g., heating ventilation
and air conditioning (HVAC), lighting timers, alarms, fire, sewage and access).
In addition, in October 1998, the Company began sending letters to or making
inquiries of certain of its major suppliers and service providers, requesting
them to provide the Company with assurance of existing or anticipated Year 2000
compliance by their systems insofar as the systems relate to their activities
with the Company. The Company expects that it will complete its distribution of
these inquiries by April 30, 1999. The Company is requesting that all responses
to the inquiries be returned to it no later than May 31, 1999.

Remediation and Testing Phase

         Based upon the assessment and remediation efforts to date, the Company
has completed, tested and put on line the Year 2000 compliance modification in
all the internally developed software for its accounting and property management
applications. The Company's computer terminals or personal computers are Year
2000 compliant in all material respects. The Company has secured software to
upgrade that part of the computer that will make it compliant. That part is
called the BIOS chip or Basic Input Output System. If there is any unforeseen
problem with a particular unit it will be replaced. Replacements are readily
available. Based on an inventory by model type of the Company's personal
computers, BIOS chip Year 2000 issues are not expected to be material. A
conservative, "worst case" scenario is included in the cost estimate. The
versions of the purchased software that the Company uses for spread sheet
analysis, database applications, word processing systems and its apartment rent
collection system have been tested and are compliant. The outsourced payroll
service and the integrated internal input system are compliant. The New York and
San Diego corporate office phone, communication and data collection networks are
Year 2000 compliant; however, based on the expanded needs of the Company,
replacement of the phone system (including the voicemail system) is scheduled to
occur by June 30, 1999. Phone systems at other than corporate office locations
are Year 2000 compliant. Phone systems at the apartment communities are 87% Year
2000 compliant. The balance of the phone systems at the apartment communities
are scheduled to be reviewed and be Year 2000 compliant by June 1999. The cost
estimates derived from this assessment are treated as worst case. Most of the
Company's shopping centers are "open air" type and are simple and very limited
in terms of technology. Field systems for shopping center HVAC, sprinkler and
lighting are more than 95% reviewed and Year 2000 compliant for those systems
supplied by the Company (some are supplied by tenants). The systems not supplied
by the Company, the number of which is small, are being reviewed and are
projected to not have a material impact. All of the 54 apartment communities


                                       22
<PAGE>   25
have had reviews completed and, except for phone systems (as discussed above),
are Year 2000 compliant.

Costs Related to the Year 2000 Issue

         The total historical or anticipated remaining costs for the Year 2000
remediation are estimated to be immaterial to the Company's financial condition.
The costs to date have been expensed as incurred and consist of immaterial
internal staff costs and other expenses such as telephone and mailing costs. The
Company currently estimates that to have all systems Year 2000 compliant will
require certain additional expenditures. At this time, the expenditures are
expected to range from a total of $60,000 to a "worst case" of $260,000.

Risks and Contingency Plans

         Considering the substantial progress made to date, the Company does not
anticipate delays in finalizing internal Year 2000 remediation within remaining
time schedules. However, third parties having a material relationship with the
Company (e.g., utilities, financial institutions, major tenants, suppliers,
governmental agencies and municipalities) may be a potential risk based on their
individual Year 2000 preparedness which may not be within the Company's
reasonable control. The failure of critical third parties' computer software
programs and operating systems to achieve Year 2000 compliance may result in
system malfunctions or failures. Such an occurrence would potentially affect the
ability of the third party to operate its business and thereby raise adequate
revenue to meet its contractual obligations to the Company or provide services
to the Company. In that event, the Company may not receive revenue or services
that it had otherwise expected to receive pursuant to existing leases and
contracts. The failure of critical third parties to achieve Year 2000 compliance
may have a material adverse impact on the Company's business, operating results
and financial condition.

         The Company is in the process of identifying and reviewing the Year
2000 preparedness of critical third parties. Anticipated completion of this
review is May 31, 1999. Pending the results of that review, the Company will
determine what course of action and contingencies, if any, will need to be made.

         Although the Company's Year 2000 efforts are intended to minimize the
adverse effects of the Year 2000 issue on the Company's business, operating
results and financial condition, the actual effects of the issue and the success
or failure of the Company's efforts cannot be known until the year 2000. At this
point, the Company believes that the most likely external sources of a material
adverse impact on the Company's business, operating results and financial
condition as a result of Year 2000 issues are utilities (i.e., electricity,
natural gas, telephone service and water) furnished by third parties to the
Company and a wide universe of other customers, none of which utilities are
readily available from alternate sources. The reasonably likely worst case
scenario that could affect the Company's business, operating results and
financial condition would be a widespread prolonged power failure affecting a
substantial number of the geographic regions in which the Company's properties
are located. In the event of such a widespread prolonged power failure, a
significant number of tenants may not be able to operate their stores and, as a
result, their ability to pay rent could be substantially impaired. The Company
is not aware of an economically feasible contingency plan which could be
implemented to prevent such a power failure from having a material adverse
effect on the Company's business, operating results and financial condition.


                                       23
<PAGE>   26
THE MERGER

         Immediately following the Merger on September 28, 1998, approximately
88.2 million shares of common stock were outstanding and former holders of the
Trust's common shares held approximately 65% of those shares. As provided in the
Merger Agreement, since September 28, 1998, the Board of Directors of the
Company has consisted of the six former members of Excel's Board and the nine
former members of the Trust's Board. The Merger has, for financial accounting
purposes, been accounted for as a purchase by the Trust of Excel.

NEW ACCOUNTING STANDARD

         During 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This standard establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities. It is effective for fiscal
years beginning after June 15, 1999. The Company does not anticipate that
adoption of this standard will have a material effect on its financial position,
results of operations, or disclosures within its financial statements.

RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto. Historical results and
percentage relationships set forth in the Consolidated Statements of Income
contained in the Consolidated Financial Statements and accompanying notes,
including trends which might appear, should not be taken as indicative of future
operations.

         The actual results of operations for the five month period ended
December 31, 1998 only include operations of Excel from September 28, 1998 to
December 31, 1998. Therefore, certain pro forma comparisons are included which
have been presented as if the Merger had been consummated on August 1, 1998 and
1997, respectively (see Note 2 to the Consolidated Financial Statements included
in Item 8 of this Annual Report on Form 10-K). The pro forma information is not
necessarily indicative of what the actual results of operations of the Company
would have been had the Merger actually occurred on August 1, 1998 and 1997,
respectively (in thousands):


                                       24
<PAGE>   27
<TABLE>
<CAPTION>
                                       FIVE MONTHS ENDED   FIVE MONTHS ENDED   FIVE MONTHS ENDED   FIVE MONTHS ENDED
                                          DECEMBER 31,        DECEMBER 31,        DECEMBER 31,        DECEMBER 31,
                                             1998                  1998              1997                 1997
                                           (ACTUAL)            (PRO FORMA)         (ACTUAL)            (PRO FORMA)
                                       -----------------   -----------------   -----------------   -----------------
<S>                                    <C>                 <C>                 <C>                 <C>      
Total revenues                             $ 155,921           $ 179,092           $ 100,457            $ 150,230
                                                                                                       
Expenses:                                                                                              
    Operating costs                           32,764              32,233              25,325               30,014
    Real estate and other taxes               13,456              15,655               9,047               12,466
    Interest                                  27,168              32,339              14,309               24,374
    Depreciation and amortization             21,366              25,644              12,544               22,228
    Provision for doubtful accounts            2,825               2,884               1,675                2,164
    General and administrative                 2,114               2,849               1,143                2,384
                                           ---------           ---------           ---------            ---------
      Total expenses                          99,693             111,604              64,043               93,630
Sale of real estate/securities                    34                  34                 (67)                 (67)
Minority interest                               (457)               (739)                 --                 (624)
                                           ---------           ---------           ---------            ---------
Net income                                 $  55,805           $  67,522           $  36,347            $  55,909
                                           =========           =========           =========            =========
Net income per share:                                                                                  
Basic                                      $    0.63           $    0.66           $    0.62            $    0.60
                                           =========           =========           =========            =========
Diluted                                    $    0.62           $    0.64           $    0.61            $    0.58
                                           =========           =========           =========            =========
</TABLE>

         Excel has acquired 22 properties since August 1997 which are reflected
in the pro forma results of operations for the five months ended December 31,
1998 and 1997 above. As previously discussed however, operations of Excel are
included only for the period from the Merger to December 31, 1998. In addition
to the acquisitions Excel has made, the Company has acquired 23 properties since
August 1997.

Historical Comparison

         Total revenues increased approximately $55.5 million to $155.9 million,
or 55%. Of the increase, $42.6 million related to additional revenues from Excel
as a result of the Merger. In addition to the Merger, the 23 properties that
were acquired since August 1997 accounted for $9.8 million of the increased 
revenues in 1998 when compared to the five-month period ended December 31, 1997.
The remaining $3.1 million increase was primarily a result of net increases in
rentals from the remaining portfolio of properties.

         Of the $155.9 million in revenue in 1998, $32.5 million related to the
54 apartment communities and $117.9 million related to the 301-property retail
portfolio (including four office buildings and two vacant land parcels). 
Interest, dividend and other income accounted for $5.5 million in revenue. In 
1997, $27.2 million of revenue related to the apartment portfolio, $71.6 million
related to the retail portfolio, and $1.7 million related to interest and 
dividends.

         Total expenses increased $35.7 million to $99.7 million, or 56%. Of the
increase, $27.2 million related to additional expenses from Excel as a result of
the Merger. In addition to the Merger, the properties that were acquired since
August 1997 accounted for $4.8 million of additional expenses, excluding
interest expense. Interest expense of $3.1 million related to the assumption of


                                       25
<PAGE>   28
$56.7 million in mortgage debt from the property acquisitions, and $50.0 million
of additional notes payable. The remaining $0.6 million relates to increased
expenses from the Company's existing portfolio.

       Operating costs increased $7.5 million to $32.8 million, of which the
Merger accounted for $6.0 million. The properties acquired since August 1997
accounted for $2.4 million of increases and other properties accounted for a
decrease in operating costs of $0.9 million. Real estate and other taxes
increased $4.5 million to $13.5 million, of which $3.2 million related to Excel
as a result of the Merger, $0.9 million related to the properties acquired since
August 1997 and $0.4 million related to increases on the remaining portfolio.
Interest expense increased $12.9 million to $27.2 million, of which $9.8 million
related to the Merger and $3.1 million related to additional debt as described
above. Depreciation and amortization increased $8.9 million to $21.4 million, of
which $6.9 million related to the Merger and the remaining $2.0 million related
to the properties acquired since August 1997. Finally, provision for doubtful
accounts increased $1.1 million to $2.8 million, of which $0.4 million related
to the Merger, and general and administrative costs increased $1.0 million, of
which $0.9 million related to the Merger.

Pro Forma Comparison

       On a pro forma basis, total revenues increased $28.9 million to $179.1
million, or 19%. Of this increase, $28.2 million relates to the acquisition of
45 properties since August 1997. Also in 1997, the Company recognized income
from its equity investment in EDV in the amount of $1.8 million compared to a
loss in 1998 of $1.1 million which is included in the expenses below. The
remaining difference in revenue between the periods is $2.5 million and is
primarily a result of net increases in rentals from the remaining portfolio of
properties.

       On a pro forma basis, total expenses increased $18.0 million to $111.6
million, or 19%. Properties acquired since August 1997 accounted for $17.3
million, including increased interest expense from Excel of $3.1 million,
primarily related to additional debt related to acquisitions. General and
administrative expenses increased $0.5 million on a pro forma basis, but
remained 1.6% of total revenues. Also in 1998, a $1.1 million loss was
recognized from the Company's investment in EDV. The remaining difference is a
net decrease of $0.9 million, which primarily relates to the Company's remaining
portfolio of properties.

Fiscal Year Ended July 31, 1998 Compared to Fiscal Year Ended July 31, 1997

         In fiscal 1998, total revenues increased $43.5 million to $250.3
million, or 21%. The increase was in rental income and related revenues and came
from all categories of properties. Interest and dividend income decreased
approximately $0.8 million because of lower average investment balances.

         Expenses increased $29.8 million to $159.6 million, or 23%. Operating
costs, real estate and other taxes, and depreciation and amortization increased
primarily because of property acquisitions. Interest expense increased $8.6
million to $36.8 million, primarily due to a higher level of outstanding
unsecured notes and mortgage debt during fiscal 1998. The increase in the
provision for doubtful accounts reflects a larger revenue base and a higher
level of receivables. Administrative expenses as a percentage of revenue
remained constant at 1.1% of revenue compared to fiscal 1997.


                                       26
<PAGE>   29
Fiscal Year Ended July 31, 1997 Compared to Fiscal Year Ended July 31, 1996

         In fiscal 1997, total revenues increased $39.2 million to $206.8
million, or 23%. The increase was in rental income and related revenues and came
from properties in the portfolio which were acquired in fiscal 1997 or were
owned for less than a full year in fiscal 1996. Interest and dividend income
decreased slightly.

         Expenses increased $32.3 million to $129.8 million, or 33%. Operating
costs, real estate and other taxes, and depreciation and amortization increased
primarily because of property acquisitions. Interest expense increased $10.7
million to $28.3 million due to a higher level of outstanding debt during fiscal
1997. The increase in the provision for doubtful accounts reflects a larger
revenue base and a higher level of receivables. Administrative expenses as a
percentage of revenue declined to 1.1% from 1.6% due to increased revenue from
newly acquired properties; these costs do not increase in direct proportion to
revenue due to economies of scale. Income before (loss)/gain on sale of
properties and securities increased $6.9 million to $77 million. During fiscal
1997, three former Nichols stores, in Annville and Hanover, Pennsylvania and
Lumberton, North Carolina, were sold.

Funds From Operations

         The Company calculates funds from operations ("FFO") as net income
attributable to common shareholders on a diluted basis before gain or loss on
sales of real estate and securities, plus depreciation and amortization on real
estate and amortized leasing commission costs, and other non-recurring items.
FFO is not a substitute for cash flows from operations or net income as defined
by generally accepted accounting principles, and may not be comparable to other
similarly titled measures of other REITs. FFO is presented because industry
analysts and the Company consider FFO to be an appropriate supplemental measure
of performance of REITs. The following information is included to show the items
included in the Company's FFO for the past three years (in thousands, except per
share amounts):


                                       27
<PAGE>   30
<TABLE>
<CAPTION>
                                                            FIVE MONTHS  
                                          FIVE MONTHS          ENDED     
                                             ENDED          DECEMBER 31,       YEAR ENDED
                                          DECEMBER 31,          1997             JULY 31,        YEAR ENDED        YEAR ENDED
                                              1998           (UNAUDITED)          1998            JULY 31,          JULY 31,
                                          ------------      ------------      ------------      ------------      ------------
<S>                                       <C>               <C>               <C>               <C>               <C>         
Net income                                $     55,805      $     36,347      $     90,573      $     77,037      $     70,521
    Preferred dividends                         (6,914)           (2,437)           (5,850)             (461)               --
    Minority interest                              457                --                --                --                --
                                          ------------      ------------      ------------      ------------      ------------
Net income applicable to common
  shareholders - diluted                        49,348            33,910            84,723            76,576            70,521
(Gains)/loss on real estate and
  securities                                       (34)               67                41                 3              (399)
Depreciation and amortization                   21,366            12,544            31,622            25,006            20,004
                                          ------------      ------------      ------------      ------------      ------------

Funds from operations                     $     70,680      $     46,521      $    116,386      $    101,585      $     90,126
                                          ============      ============      ============      ============      ============
Weighted average of common  shares
  outstanding - diluted                         79,396            59,720            59,774            58,735            56,642
                                          ============      ============      ============      ============      ============
</TABLE>

         On a pro forma basis, FFO would have been $190,953, $83,974 and $72,318
for the twelve months ended December 31, 1998, the five months ended December
31, 1998 and 1997, had the Merger been consummated on August 1, 1998 and 1997,
respectively.

ECONOMIC CONDITIONS

         The majority of the Company's leases contain provisions designed to
mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rents which generally increase as
prices rise, and/or escalation clauses which are typically related to increases
in the consumer price index or similar inflation indices. In addition, the
Company believes that many of its existing lease rates are below current market
levels for comparable space and that upon renewal or re-rental such rates may be
increased to current market rates. This belief is based upon an analysis of
relevant market conditions, including a comparison of comparable market rental
rates, and upon the fact that many of such leases have been in place for a
number of years and may not contain escalation clauses sufficient to match the
increase in market rental rates over such time. Most of the Company's leases
require the tenant to pay its share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing the Company's
exposure to increases in costs and operating expenses resulting from inflation.
In addition, the Company periodically evaluates its exposure to interest rate
fluctuations, and may enter into interest rate protection agreements which
mitigate, but do not eliminate, the effect of changes in interest rates on its
floating rate loans.

         Many regions of the United States, including regions in which the
Company owns property, may experience economic recessions. Such recessions, or
other adverse changes in general or local economic conditions, could result in
the inability of some existing tenants of the Company to meet their lease
obligations and could otherwise adversely affect the Company's ability to
attract or retain tenants. The Company's shopping centers are typically anchored
by discount department stores, supermarkets and drug


                                       28
<PAGE>   31
stores which usually offer day-to-day necessities rather than high priced luxury
items. These types of tenants, in the experience of the Company, generally
continue to maintain their volume of sales despite a slowdown in economic
conditions.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of December 31, 1998, the Company had approximately $170.4 million
of outstanding floating rate debt. The Company does not believe that the
interest rate risk represented by its floating rate debt is material as of that
date in relation to the approximately $1.1 billion of outstanding total debt of
the Company, the approximately $2.9 billion of total assets of the Company and
the approximately $2.0 billion market capitalization of the Company's common
stock as of that date.

         The Company was not a party to any hedging agreements with respect to
its floating rate debt as of December 31, 1998. In the event of a significant
increase in interest rates, the Company would consider entering into hedging
agreements with respect to all or a portion of its floating rate debt. Although
hedging agreements would enable the Company to convert floating rate liabilities
into fixed rate liabilities, such agreements would expose the Company to the
risk that the counterparties to such hedge agreements may not perform, which
could increase the Company's exposure to rising interest rates. Generally,
however, the counterparties to hedging agreements that the Company would enter
into would be major financial institutions. The Company may borrow additional
money with floating interest rates in the future. Increases in interest rates,
or the loss of the benefits of any hedging agreements that the Company may enter
into in the future, would increase the Company's interest expense, which would
adversely affect cash flow and the ability of the Company to service its debt.
If the Company enters into any hedging agreements in the future, decreases in
interest rates thereafter would increase the Company's interest expense as
compared to the underlying floating rate debt and could result in the Company
making payments to unwind such agreements.

         As of December 31, 1998, the Company had notes receivable in the total
amount of approximately Canadian $16 million (approximately U.S. $10.4 million
as of December 31, 1998). The Company does not believe that the foreign currency
exchange risk associated with these loans is material. The Company had no other
material exposure to market risk (including foreign currency exchange risk,
commodity price risk or equity price risk) as of December 31, 1998.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial statements required by this item appear with an Index to
Financial Statements and Schedules, starting on page F-1 of this report.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Not applicable.


                                       29
<PAGE>   32
                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement for the Annual
Stockholders Meeting to be held in 1999 (the "Proxy Statement") under the
captions "Proposal 1 Election of Directors," "Executive Compensation and Other
Information" and "Other Matters--Section 16(a) Beneficial Ownership Reporting
Compliance."


ITEM 11. EXECUTIVE COMPENSATION

         The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Executive Compensation and Other Information."


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Voting Securities and Certain Beneficial Owners and Management."


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this item is hereby incorporated by
reference to the material appearing in the Proxy Statement under the caption
"Certain Relationships and Related Transactions."


                                       30
<PAGE>   33
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      Consolidated Financial Statements. The following documents are
filed as a part of this report:

         The response to this portion of Item 14 is submitted as a separate
section of this report.

         (b)      Reports on Form 8-K filed during the three months ended
December 31, 1998.

                  1.       Form 8-K dated October 13, 1998 containing items 2, 7
                           and 8.

         (c)      Exhibits. The following documents are filed as exhibits to
this report:

         *3.1     Articles of Amendment and Restatement of the Charter of the
                  Company filed as Exhibit 3.01 to Amendment No. 1 to the
                  Company's Registration Statement on Form S-3, File No.
                  33-59195, on May 25, 1995.

         *3.2     Articles of Amendment of Articles of Amendment and Restatement
                  of the Charter of the Company filed as Exhibit 4.4 to the
                  Company's Registration Statement on Form S-3, File No.
                  333-65211, on October 1, 1998.

         *3.3     Amended and Restated Bylaws of the Company filed as Exhibit
                  4.6 to the Company's Registration Statement on Form S-3, File
                  No. 333-65211, on October 1, 1998.

         *4.1     Articles Supplementary classifying 4,600,000 shares of
                  preferred stock as 8 1/2% Series A Cumulative Convertible
                  Preferred Stock filed as Exhibit 4.01 to the Company's Current
                  Report on Form 8-K dated February 7, 1997.

         *4.2     Articles Supplementary classifying 690,000 shares of preferred
                  stock as 8 5/8% Series B Cumulative Redeemable Preferred Stock
                  filed as Exhibit 4.02 to the Company's Current Report on Form
                  8-K dated January 14, 1998.

         4.3      Articles Supplementary relating to the Series C Junior
                  Participating Preferred Stock of the Company, which may in the
                  future be issued under the Company's Rights Plan.

         *4.4     Articles Supplementary classifying 150,000 shares of preferred
                  stock as 7.80% Series D Cumulative Voting Step-Up Premium Rate
                  Preferred Stock filed as Exhibit 4.5 to the Company's
                  Registration Statement on Form S-3, File No. 333-65211, on
                  October 1, 1998.

         *10.1    Tennessee General Partnership Agreement, dated as of October
                  13, 1992, between Horne Properties, Inc. and the Company filed
                  as Exhibit 10.2A to Amendment No. 1 to the Company's
                  Registration Statement on Form S-11, File No. 33-63160, on
                  July 12, 1993.

         *10.2    Tennessee General Partnership Agreement to create Horne &
                  Excel Properties (Chapman), dated as of December 30, 1992,
                  between Horne Properties, Inc. and 


                                       31
<PAGE>   34
                  the Company, filed as Exhibit 10.2B to Amendment No. 1 to the
                  Company's Registration Statement on Form S-11, File No.
                  33-63160, on July 12, 1993.

         *10.3    Amended and Restated 1993 Stock Option Plan of the Company
                  filed as Exhibit 4.1 to the Company's Registration Statement
                  on Form S-8, File No. 333-65223, on October 1, 1998.

         10.4     Amendment to the 1993 Stock Option Plan of the Company
                  (Amended and Restated May 28, 1998), dated September 28, 1998.

         10.5     Amendment to the 1993 Stock Option Plan of the Company
                  (Amended and Restated May 28, 1998), dated February 8, 1999.

         *10.6    Form of Incentive Stock Option Agreement under the Company's
                  1993 Stock Option Plan filed as Exhibit 10.11 to the Company's
                  Registration Statement on Form S-11, File No. 33-63160, on May
                  21, 1993.

         *10.7    Form of Non-Qualified Stock Option Agreement under the
                  Company's 1993 Stock Option Plan filed as Exhibit 10.12 to the
                  Company's Registration Statement on Form S-11, File No.
                  33-63160, on May 21, 1993.

         10.8     1994 Directors' Stock Option Plan of the Company (Amended and
                  Restated May 10, 1996).

         10.9     Amendment to the 1994 Directors' Stock Option Plan of the
                  Company (Amended and Restated May 10, 1996), dated September
                  28, 1998.

         *10.10   Form of Stock Option Agreement under the 1994 Directors' Stock
                  Plan of the Company filed as Exhibit 4.2 to the Company's
                  Registration Statement on Form S-8, File No. 333-02329 on
                  April 8, 1996.

         *10.11   New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit
                  4.1 to the Company's Registration Statement on Form S-8, File
                  No. 333-65221, on October 1, 1998.

         *10.12   New Plan Realty Trust 1991 Stock Option Plan, as amended,
                  filed as Exhibit 4.2 to the Company's Registration Statement
                  on Form S-8, File No. 333-65221, on October 1, 1998.

         *10.13   Amended and Restated New Plan Realty Trust 1985 Incentive
                  Stock Option Plan filed as Exhibit 4.3 to the Company's
                  Registration Statement on Form S-8, File No. 333-65221, on
                  October 1, 1998.

         *10.14   New Plan Realty Trust March 1991 Stock Option Plan and
                  Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the
                  Company's Registration Statement on Form S-8, File No.
                  333-65221, on October 1, 1998.

         *10.15   Agreement of Limited Partnership of EH Properties, L.P., dated
                  as of March 25, 1994, by and between the Company and Horne
                  Properties, Inc., together with any other Persons who become
                  Partners in the Partnership as provided therein, filed as
                  Exhibit 10.37 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1994.


                                       32
<PAGE>   35
         *10.16   Partnership Contribution Closing Agreement, dated as of March
                  28, 1994, by and between Horne Properties, Inc., the Company
                  and EH Properties, L.P. filed as Exhibit 10.38 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1994.

         *10.17   Master Agreement, dated as of January 1, 1995, by and among
                  the Company and the limited partnerships named therein filed
                  as Exhibit 10.45 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994.

         *10.18   Closing Memorandum, dated as of January 20, 1995, by and among
                  the Company and the limited partnerships named therein filed
                  as Exhibit 10.46 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994.

         *10.19   Agreement, dated January 20, 1995, by and among the Company
                  and the limited partnerships named therein filed as Exhibit
                  10.47 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994.

         *10.20   Indenture, dated as of May 8, 1995, between the Company and
                  State Street Bank and Trust Company of California, N.A. (as
                  successor to the First National Bank of Boston) filed as
                  Exhibit 4.01 to the Company's Registration Statement on Form
                  S-3, File No. 33-59195, as amended, on May 9, 1995.

         *10.21   First Supplemental Indenture, dated as of April 4, 1997,
                  between the Company and State Street Bank and Trust Company of
                  California, N.A. filed as Exhibit 4.02 to the Company's
                  Registration Statement on Form S-3, File No. 333-24615, as
                  amended, on April 4, 1997.

         *10.22   Second Supplemental Indenture, dated as of July 3, 1997,
                  between the Company and State Street Bank and Trust Company of
                  California, N.A. filed as Exhibit 4.01 to the Company's
                  Current Report on Form 8-K dated July 3, 1997.

         *10.23   Amended and Restated Agreement of Limited Partnership of Excel
                  Realty Partners, L.P., dated as of June 25, 1997, filed as
                  Exhibit 10.20 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1997.

         *10.24   Contribution Agreement by and between each of the partnerships
                  named therein and Excel Realty Partners, L.P. filed as Exhibit
                  10.33 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995.

         *10.25   Contribution Agreement, dated as of June 20, 1997, among Excel
                  Realty Partners, L.P., Briggsmore Plaza Co., G&H Associates,
                  Montebello Plaza Co. and Paradise Plaza Co. filed as Exhibit
                  10.01 to the Company's Current Report on Form 8-K dated July
                  3, 1997.

         10.26    Credit Agreement, dated as of November 21, 1997, by and among
                  New Plan Realty Trust, the Lenders party thereto and The Bank
                  of New York, as agent.

         *10.27   Assignment and Assumption Agreement dated December 1, 1997 by
                  and among New Plan Realty Trust, Bank Hapoalim B.M. and The
                  Bank of New York filed as Exhibit 10.2 to the Annual Report on
                  Form 10-K of New Plan Realty Trust for the fiscal year ended
                  July 31, 1998.


                                       33
<PAGE>   36
         *10.28   Waiver and Amendment to Credit Agreement, dated as of
                  September 25, 1998 by and among New Plan Realty Trust, the
                  Lenders party thereto and The Bank of New York, as agent,
                  filed as Exhibit 10.3 to the Annual Report on Form 10-K of 
                  New Plan Realty Trust for the fiscal year ended July 31, 1998.

         *10.29   Assumption and Substitution Agreement, dated as of September
                  28, 1998 by and among the Company, New Plan Realty Trust, the
                  Lenders party thereto and The Bank of New York, as agent,
                  filed as Exhibit 10.4 to the Annual Report on Form 10-K of 
                  New Plan Realty Trust for the fiscal year ended July 31, 1998.

          10.30   First Amended and Restated Revolving Credit Agreement, dated
                  as of March 31, 1998, among the Company, BankBoston, N.A., the
                  Other Banks which are or may become parties to the Agreement
                  and BankBoston, N.A., as agent.

         *10.31   Distribution Agreement, dated as of March 31, 1998, by and
                  among the Company, ERT Development Corporation and Excel
                  Legacy Corporation filed as Exhibit 2.1 to the Company's
                  Current Report on Form 8-K dated April 2, 1998.

         *10.32   Administrative Services Agreement, dated as of March 31, 1998,
                  by and between the Company and Excel Legacy Corporation, filed
                  as Exhibit 10.1 to the Company's Current Report on Form 8-K
                  dated April 2, 1998.

         *10.33   Intercompany Agreement, dated as of March 31, 1998, by and
                  between the Company and Excel Legacy Corporation, filed as
                  Exhibit 10.2 to the Company's Current Report on Form 8-K dated
                  April 2, 1998.

         *10.34   Tax Sharing Agreement, dated as of March 31, 1998, by and
                  between the Company and Excel Legacy Corporation, filed as
                  Exhibit 10.3 to the Company's Current Report on Form 8-K dated
                  April 2, 1998.

         *10.35   Transitional Services Agreement, dated as of March 31, 1998,
                  by and between the Company and Excel Legacy Corporation, filed
                  as Exhibit 10.4 to the Company's Current Report on Form 8-K
                  dated April 2, 1998.

         *10.36   Agreement and Plan of Merger, dated May 14, 1998, as amended
                  as of August 7, 1998, among the Company, ERT Merger Sub, Inc.
                  and New Plan Realty Trust, filed as Exhibit 2.1 to the
                  Company's Registration Statement on Form S-4, File No.
                  333-61131, dated August 11, 1998.

         *10.37   Rights Agreement, dated as of May 15, 1998, between the
                  Company and BankBoston, N.A., filed as Exhibit 4 to the
                  Company's Report on Form 8-A dated May 22, 1998.

         *10.38   Senior Securities Indenture, dated as of February 3, 1999,
                  among the Company, New Plan Realty Trust, as guarantor, and
                  State Street Bank and Trust Company, as Trustee, filed as
                  Exhibit 4.1 to the Company's Current Report on Form 8-K dated
                  February 3, 1999.

          10.39   Employment Agreement, dated as of September 17, 1998, by and
                  between the Company and William Newman.


                                       34
<PAGE>   37

         *10.40   Employment Agreement, dated as of May 14, 1998, by and between
                  the Company and Arnold Laubich, filed as Exhibit 10.1 to the
                  Company's Registration Statement on Form S-4, File No.
                  333-61131, dated August 11, 1998.

         *10.41   Employment Agreement, dated as of May 14, 1998, by and between
                  the Company and Gary B. Sabin, filed as Exhibit 10.2 to the
                  Company's Registration Statement on Form S-4, File No.
                  333-61131, dated August 11, 1998.

         10.42    First Amendment to Employment Agreement, dated as of September
                  25, 1998, by and between the Company and Gary B. Sabin.

         10.43    Employment Agreement, dated as of September 25, 1998, by and
                  between the Company and James M. Steuterman.

         10.44    Employment Agreement, dated as of September 25, 1998, by and
                  between the Company and Richard B. Muir.

         10.45    Employment Agreement, dated as of September 25, 1998, by and
                  between the Company and Steven F. Siegel.

         *10.46   Support Agreement, dated as of May 14, 1998, by William Newman
                  to the Company, filed as Exhibit 10.7 to the Company's
                  Registration Statement on Form S-4, File No. 333-61131, dated
                  August 11, 1998.

         *10.47   Support Agreement, dated as of May 14, 1998, by Arnold Laubich
                  to the Company, filed as Exhibit 10.5 to the Company's
                  Registration Statement on Form S-4, File No. 333-61131, dated
                  August 11, 1998.

         *10.48   Support Agreement, dated as of May 14, 1998, by Gary B. Sabin
                  to the Company, filed as Exhibit 10.6 to the Company's
                  Registration Statement on Form S-4, File No. 333-61131, dated
                  August 11, 1998.

         10.49    Unconditional Guaranty of Payment and Performance, dated as of
                  January 13, 1999, by the Company.

         12       Ratio of Earnings to Fixed Charges.

         21       Subsidiaries of the Registrant.

         23       Consent of PricewaterhouseCoopers LLP.

         27(1)    Financial Data Schedule.

----------
*Incorporated herein by reference as above indicated.

(1) Filed as exhibit to electronic filing only.


                                       35
<PAGE>   38
         (d)      Financial Statement Schedules. The following documents are
filed as a part of this report:

         The response to this portion of Item 14 is submitted as a separate
section of this report.


                                       36
<PAGE>   39
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------


<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>

1.  CONSOLIDATED FINANCIAL STATEMENTS:

         Report of Independent Accountants................................................F-2

         Consolidated Balance Sheets
            December 31, 1998, July 31, 1998, and July 31, 1997...........................F-3

         Consolidated Statements of Income for the Five Months Ended
            December 31, 1998 and the Twelve Months Ended
            July 31, 1998, 1997, and 1996.................................................F-4

         Consolidated Statements of Changes in Stockholders' Equity for the Five
            Months Ended December 31, 1998 and the Twelve Months Ended
            July 31, 1998, 1997, and 1996.................................................F-5

         Consolidated Statements of Cash Flows for the Five Months Ended
            December 31, 1998 and the Twelve Months Ended
            July 31, 1998, 1997, and 1996.................................................F-6

         Notes to Consolidated Financial Statements.......................................F-7


2.  CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:

         Schedule II - Valuation and Qualifying Accounts.................................F-23

         Schedule III - Real Estate and Accumulated Depreciation.........................F-24

         Schedule IV - Mortgage Loans on Real Estate.....................................F-50
</TABLE>


                                       F-1


<PAGE>   40
                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
     of New Plan Excel Realty Trust, Inc.

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of New
Plan Excel Realty Trust, Inc. and subsidiaries as of December 31, 1998, July 31,
1998 and July 31, 1997, and the results of their operations and their cash flows
for the five months ended December 31, 1998 and for each of the three years in
the period ended July 31, 1998 in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedules
listed in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audit of
these financial statements and financial statement schedules in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.


                                                     PricewaterhouseCoopers, LLP


San Diego, California
March 2,  1999


                                       F-2


<PAGE>   41
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   ----------


<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,      JULY 31,       JULY 31,
                                                                                       1998             1998           1997 
                                                                                    -----------     -----------     -----------
<S>                                                                                 <C>             <C>             <C>        
                                            ASSETS
Real estate:
   Land                                                                             $   545,400     $   272,176     $   232,502
   Buildings and improvements                                                         2,280,069       1,180,562       1,045,273
   Accumulated depreciation                                                            (158,021)       (136,978)       (105,866)
                                                                                    -----------     -----------     -----------
               Net real estate                                                        2,667,448       1,315,760       1,171,909
Cash and cash equivalents                                                                13,951          26,284          42,781
Marketable securities                                                                     1,700           1,787           2,034
Receivables:
      Trade, less allowance for bad debts of $11,636, $7,926 and $5,581
      at December 31 and  July 31, 1998 and 1997, respectively                           23,422          14,025          12,035
   Other                                                                                 16,621           1,376           1,464
Mortgage and notes receivable                                                           150,123          13,878          23,107
Prepaid expenses and deferred charges                                                     6,181           7,823           5,000
Other assets                                                                             15,100           3,592           2,814
                                                                                    -----------     -----------     -----------

                                                                                    $ 2,894,546     $ 1,384,525     $ 1,261,144
                                                                                    ===========     ===========     ===========

                             LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Mortgages payable, including unamortized premium of $12,345,
      $0 and $0 at December 31 and July 31, 1998 and
      July 31, 1997, respectively                                                   $   388,185     $   114,099     $    65,573
   Notes payable, net of unamortized discount of $1,141, $1,211 and
        $1,366 at December 31 and July 31, 1998 and July 31, 1997,
      respectively                                                                      489,235         462,789         412,634
   Credit facilities                                                                    200,500            --              --
   Capital leases                                                                        27,351            --              --
   Other liabilities                                                                     45,909          37,520          33,359
   Tenant security deposits                                                               7,141           5,590           4,623
                                                                                    -----------     -----------     -----------

               Total liabilities                                                      1,158,321         619,998         516,189
                                                                                    -----------     -----------     -----------

Minority interest in partnership                                                         40,651              --              -- 
                                                                                    -----------     -----------     -----------

Commitments and contingencies                                                                --              --              --

Stockholders' equity:
   Preferred stock, $.01 par value, 25,000 shares authorized: 4,600 shares
       designated as 8 1/2% Series A Cumulative Convertible Preferred, 2,124, 0,
       and 0 shares outstanding at December 31 and July 31, 1998, and July 31,
       1997, respectively; 6,300 depository shares, each representing 1/10 of
       one share of 8 5/8% Series B Cumulative Redeemable Preferred, 630, 0 and
       0 shares outstanding at December 31 and July 31, 1998 and 1997,
       respectively; 1,500 depository shares, each representing 1/10 of one
       share of Series D Cumulative Voting Step-Up Premium Rate Preferred, 150
       shares outstanding at December 31 and July 31 1998 and July 31, 1997                  29          72,775          72,775
   Common stock, $.01 par value, 250,000 shares authorized;
       88,384, 0 , and 0 shares issued and outstanding as of
       December 31 and July 31, 1998 and July 31, 1997, respectively                        884              --              --
   Shares of beneficial interest, no par value; 0, 0 and 59,874
       shares outstanding at December 31 and July 31, 1998 and
       July 31, 1997, respectively                                                           --         759,853         738,011
   Additional paid-in capital                                                         1,735,207              --              --
   Loans receivable for purchase of shares of beneficial interest                        (2,022)         (2,306)         (2,814)
   Accumulated other comprehensive income                                                   726             813           1,057
   Accumulated distributions in excess of net income                                    (39,250)        (66,608)        (64,074)
                                                                                    -----------     -----------     -----------

               Total stockholders' equity                                             1,695,574         764,527         744,955
                                                                                    -----------     -----------     -----------
                                                                                    $ 2,894,546     $ 1,384,525     $ 1,261,144
                                                                                    ===========     ===========     ===========
</TABLE>


                   The accompanying notes are an integral part
                          of the financial statements.


                                       F-3


<PAGE>   42
                      NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES


                  CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                        FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
                     THE TWELVE MONTHS ENDED JULY 31, 1998, 1997, AND 1996
                           (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                          ----------


<TABLE>
<CAPTION>
                                                       DECEMBER 31,      JULY 31,        JULY 31,       JULY 31,
                                                           1998            1998            1997           1996
                                                       ------------    ------------    ------------   ------------
<S>                                                    <C>             <C>             <C>            <C>         
Revenues:
    Rental income and related revenues                 $    150,411    $    246,309    $    202,093   $    162,821
    Interest, dividend and other income                       5,510           3,950           4,728          4,785
                                                       ------------    ------------    ------------   ------------
        Total revenues                                      155,921         250,259         206,821        167,606
                                                       ------------    ------------    ------------   ------------

Expenses:
    Operating costs                                          32,764          61,417          52,584         39,531
    Real estate and other taxes                              13,456          22,850          18,449         15,788
    Interest                                                 27,168          36,815          28,256         17,561
    Depreciation and amortization                            21,366          31,622          25,006         20,004
    Provision for doubtful accounts                           2,825           4,171           3,283          1,984
    General and administrative                                2,114           2,770           2,203          2,616
                                                       ------------    ------------    ------------   ------------
        Total expenses                                       99,693         159,645         129,781         97,484
                                                       ------------    ------------    ------------   ------------
    Income before real estate sales and
        minority interest                                    56,228          90,614          77,040         70,122

Gain (loss) on sale of real estate and securities                34             (41)             (3)           399
Minority interest in income of partnership                     (457)             --              --             --   
                                                       ------------    ------------    ------------   ------------
Net income                                                   55,805          90,573          77,037         70,521

Unrealized gain (loss) on securities reported                   (87)           (244)            414            461
                                                       ------------    ------------    ------------   ------------
Comprehensive income                                   $     55,718    $     90,329    $     77,451   $     70,982
                                                       ============    ============    ============   ============

Basic earnings per share                               $       0.63    $       1.43    $       1.31   $       1.25
                                                       ============    ============    ============   ============

Diluted earnings per share                             $       0.62    $       1.42    $       1.30   $       1.25
                                                       ============    ============    ============   ============
</TABLE>


               The accompanying notes are an integral part of the
                              financial statements.


                                       F-4


<PAGE>   43
                      NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
                     THE TWELVE MONTHS ENDED JULY 31, 1998, 1997, AND 1996
                                         (IN THOUSANDS)
                                            ----------


<TABLE>
<CAPTION>
                                                                                         SHARES OF BENEFICIAL                       
                                                                                                INTEREST/                           
                                                           PREFERRED STOCK                    COMMON STOCK                  NOTES   
                                                         NUMBER         AMOUNT            NUMBER         AMOUNT          RECEIVABLE 
                                                      -----------     -----------      -----------     -----------      ----------- 
<S>                                                   <C>             <C>              <C>             <C>              <C>         
Balance at July 31, 1995                                     --       $      --             53,262     $   622,562      $    (3,370)
Net income                                                   --              --               --              --               --   
Dividends paid                                               --              --               --              --               --   
Dividend reinvestment                                        --              --                738          15,126             --   
Exercise of stock options                                    --              --                  9             165             --   
Repayment of loans                                           --              --               --              --                286 
Unrealized holding gain on marketable securities             --              --               --              --               --   
Issuance of preferred shares                                 --              --              4,060          81,227             --   
                                                      -----------     -----------      -----------     -----------      ----------- 

Balance at July 31, 1996                                     --       $      --             58,069     $   719,080      $    (3,084)
Net income                                                   --              --               --              --               --   
Dividends paid                                               --              --               --              --               --   
Dividend reinvestment                                        --              --                750          16,475             --   
Exercise of stock options                                    --              --                115           2,456             --   
Repayment of loans                                           --              --               --              --                270 
Unrealized holding gain on marketable securities-            --              --               --              --               --   
Issuance of preferred shares                                  150          72,775             --              --               --   
                                                      -----------     -----------      -----------     -----------      ----------- 

Balance at July 31, 1997                                      150          72,775           58,934         738,011           (2,814)
Net income                                                   --              --               --              --               --   
Dividends paid                                               --              --               --              --               --   
Dividend reinvestment                                        --              --                765          18,197             --   
Exercise of stock options                                    --              --                175           3,645             --   
Repayment of loans                                           --              --               --              --                508 
Accumulated other comprehensive income                       --              --               --              --               --   
                                                      -----------     -----------      -----------     -----------      ----------- 

Balance at July 31, 1998                                      150          72,775           59,874         759,853           (2,306)
Net income                                                   --              --               --              --               --   
Dividends paid                                               --              --               --              --               --   
Dividend reinvestment                                        --              --                235           4,373             --   
Repayment of loans                                           --              --               --              --                284 
Merger transactions                                         2,755         (72,746)          28,275        (763,342)            --   
Unrealized holding loss on marketable securities             --              --               --              --               --   
                                                      -----------     -----------      -----------     -----------      ----------- 

Balance at December 31, 1998                                2,905     $        29           88,384     $       884      $    (2,022)
                                                      ===========     ===========      ===========     ===========      =========== 
</TABLE>


<TABLE>
<CAPTION>
                                                                      ACCUMULATED      ACCUMULATED
                                                      ADDITIONAL         OTHER        DISTRIBUTIONS        TOTAL
                                                        PAID-IN      COMPREHENSIVE    IN EXCESS OF     STOCKHOLDERS'
                                                        CAPITAL          INCOME         NET INCOME         EQUITY   
                                                      -----------    -------------    -------------    -------------
<S>                                                   <C>            <C>              <C>              <C>        
Balance at July 31, 1995                              $      --       $       182      $   (48,845)     $   570,529
Net income                                                   --              --             70,521           70,521
Dividends paid                                               --              --            (78,962)         (78,962)
Dividend reinvestment                                        --              --               --             15,126
Exercise of stock options                                    --              --               --                165
Repayment of loans                                           --              --               --                286
Unrealized holding gain on marketable securities             --               461             --                461
Issuance of preferred shares                                 --              --               --             81,227
                                                      -----------     -----------      -----------      -----------

Balance at July 31, 1996                              $      --       $       643      $   (57,286)     $   659,353
Net income                                                   --              --             77,037           77,037
Dividends paid                                               --              --            (83,825)         (83,825)
Dividend reinvestment                                        --              --               --             16,475
Exercise of stock options                                    --              --               --              2,456
Repayment of loans                                           --              --               --                270
Unrealized holding gain on marketable securities-            --               414             --                414
Issuance of preferred shares                                 --              --               --             72,775
                                                      -----------     -----------      -----------      -----------

Balance at July 31, 1997                                     --             1,057          (64,074)         744,955
Net income                                                   --              --             90,573           90,573
Dividends paid                                               --              --            (93,107)         (93,107)
Dividend reinvestment                                        --              --               --             18,197
Exercise of stock options                                    --              --               --              3,645
Repayment of loans                                           --              --               --                508
Accumulated other comprehensive income                       --              (244)            --               (244)
                                                      -----------     -----------      -----------      -----------

Balance at July 31, 1998                                     --               813          (66,608)         764,527
Net income                                                   --              --             55,805           55,805
Dividends paid                                               --              --            (28,447)         (28,447)
Dividend reinvestment                                        --              --               --              4,373
Repayment of loans                                           --              --               --                284
Merger transactions                                     1,735,207            --               --            899,119
Unrealized holding loss on marketable securities             --               (87)            --                (87)
                                                      -----------     -----------      -----------      -----------

Balance at December 31, 1998                          $ 1,735,207     $       726      $   (39,250)     $ 1,695,574
                                                      ===========     ===========      ===========      ===========
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                       F-5


<PAGE>   44
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE FIVE MONTHS ENDED DECEMBER 31, 1998 AND
              THE TWELVE MONTHS ENDED JULY 31, 1998, 1997, AND 1996
                                 (IN THOUSANDS)
                                   ----------


<TABLE>
<CAPTION>
                                                            DECEMBER 31        JULY 31,       JULY 31,        JULY 31,
                                                                1998            1998            1997            1996 
                                                            -----------     -----------     -----------     -----------
<S>                                                         <C>             <C>             <C>             <C>        
Cash flows from operating activities:
  Net income                                                $    55,805     $    90,573     $    77,037     $    70,521
  Adjustments to reconcile net income to net cash
    provided by operations:
      Depreciation and amortization                              21,366          31,622          25,006          20,004
      Provision for bad debts                                     2,825           4,171           3,283           1,984
        (Gain) loss on sale of properties, net                      (34)             67              10            (540)
        (Gain) loss on sale of securities, net                     --               (26)             (7)            141
      Minority interest in income of partnership                    457            --              --              --
      Equity in loss of affiliate                                 1,123            --              --              --
      Cash received in connection with the Merger                 4,892            --              --              --
    Changes in operating assets and liabilities, net:
      Change in trade and notes receivable                       (6,673)         (6,161)         (3,733)         (6,706)
      Change in other receivables                               (13,257)             88            (355)             13
      Change in other liabilities                               (18,076)          4,161           3,475           8,239
      Change in net sundry assets and liabilities                 3,152          (2,988)            605            (250)
                                                            -----------     -----------     -----------     -----------
        Net cash provided by operating activities                51,580         121,507         105,321          93,406
                                                            -----------     -----------     -----------     -----------

Cash flows from investing activities:
  Real estate acquisitions and building improvements            (34,959)       (123,036)       (282,607)       (186,008)
  Proceeds from real estate sales                                   329             (67)          3,862           3,474
  Advances for notes receivable, net                            (26,948)           --              --              --
  Repayments of mortgage notes receivable                           479           9,229             491             821
  Sales of marketable securities                                   --                29             484           4,274
  Purchases of marketable securities                               --                (1)             (2)           --   
                                                            -----------     -----------     -----------     -----------

        Net cash used in investing activities                   (61,099)       (113,846)       (277,772)       (177,439)
                                                            -----------     -----------     -----------     -----------
Cash flows from financing activities:
  Proceeds from mortgages and notes payable                     135,500          50,000         235,144          29,500
  Principal payments of mortgages and notes payable            (113,427)         (3,401)        (32,362)        (10,898)
  Distributions paid                                            (28,934)        (93,107)        (83,825)        (78,962)
  Minority interest distributions paid                             (910)           --              --              --
  Issuance of preferred stock                                      --              --            72,775            --
  Issuance of common stock/beneficial interest                    4,673          21,842          18,931          96,518
  Repayment of loans receivable for the purchase of
    common stock                                                    284             508             269             286
                                                            -----------     -----------     -----------     -----------

        Net cash (used in) provided by financing
           activities                                            (2,814)        (24,158)        210,932          36,444
                                                            -----------     -----------     -----------     -----------

        Net increase (decrease) in cash and cash
           equivalents                                          (12,333)        (16,497)         38,481         (47,589)

Cash and cash equivalents at beginning of year                   26,284          42,781           4,300          51,889
                                                            -----------     -----------     -----------     -----------

Cash and cash equivalents at end of year                    $    13,951     $    26,284     $    42,781     $     4,300
                                                            ===========     ===========     ===========     ===========
</TABLE>

               The accompanying notes are an integral part of the
                              financial statements.


                                       F-6


<PAGE>   45
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      ORGANIZATION

      Excel Realty Trust, Inc. ("Excel") was formed in 1985 and subsequently
      reincorporated as a Maryland corporation. New Plan Realty Trust (the
      "Trust") was organized in 1972 as a Massachusetts business trust. On
      September 28, 1998, Excel and the Trust consummated a merger pursuant to
      an Agreement and Plan of Merger dated as of May 14, 1998, as amended as of
      August 7, 1998 (the "Merger Agreement"), whereby ERT Merger Sub, Inc., a
      wholly owned subsidiary of Excel, was merged with and into the Trust with
      the Trust surviving as a wholly owned subsidiary of Excel (the "Merger").
      The Merger was approved by the stockholders of Excel and the shareholders
      of the Trust at special meetings held on September 25, 1998. In connection
      with the consummation of the Merger, Excel changed its name to "New Plan
      Excel Realty Trust, Inc." (the "Company"). The Company is operated as a
      self-administered, self-managed real estate investment trust ("REIT").

      CHANGE IN FISCAL YEAR

      As discussed in Note 2 below, the Merger has been treated as a purchase by
      the Trust of the assets and liabilities of Excel using the purchase method
      of accounting in the accompanying consolidated financial statements.
      Because the Trust, as the accounting acquiror, had a fiscal year end of
      July 31, immediately following the Merger the Company and the Trust
      adopted a fiscal year end of December 31, beginning with a short fiscal
      year ending on December 31, 1998.

      PRINCIPLES OF CONSOLIDATION

      The accompanying consolidated financial statements include the accounts of
      the Company, its wholly owned subsidiaries and Excel Realty Partners,
      L.P., a Delaware limited partnership ("ERP"). All significant intercompany
      transactions and balances have been eliminated. The Company uses the
      equity method to account for its investment in ERT Development
      Corporation, a Delaware corporation ("EDV") (Note 6).

      INCOME TAXES

      The Company has elected to be treated as a REIT under Sections 856 through
      860 of the Internal Revenue Code of 1986. In order to maintain its
      qualification as a REIT, among other things, the Company must distribute
      at least 95% of its REIT taxable income to its stockholders and meet
      certain tests regarding the nature of its income and assets. As a REIT,
      the Company is not subject to federal income tax with respect to that
      portion of its income which meets certain criteria and is distributed
      annually to the stockholders. Accordingly, no provision for federal income
      taxes is included in the accompanying consolidated financial statements.
      The Company may be subject to tax by certain states that do not recognize
      the REIT. Provision for such taxes has been included in real estate and
      other taxes.

      CASH EQUIVALENTS

      Cash equivalents consist of short-term, highly liquid debt instruments
      with original maturities of three months or less. Items classified as cash
      equivalents include insured bank certificates of deposit and commercial
      paper. At times, cash balances at a limited number of banks may exceed
      insurable amounts. The Company believes it mitigates its risk by investing
      in or through major financial institutions. Recoverability of investments
      is dependent upon the performance of the issuer.


Continued                             F-7


<PAGE>   46
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      REAL ESTATE

      Land, buildings and building improvements are recorded at cost.
      Depreciation is computed using the straight-line method over estimated
      useful lives of 40 years for buildings and 5 to 40 years for building
      improvements. Expenditures for maintenance and repairs are charged to
      expense as incurred and significant renovations are capitalized.

      The Company assesses whether there has been a permanent impairment in the
      value of its real estate by comparing its carrying amount to the aggregate
      future cash flows. Such cash flows consider factors such as expected
      future operating income, trends and prospects, as well as the effects of
      demand, competition and other economic factors. Such factors include a
      lessee's ability to pay rent under the terms of the lease. If a property
      is leased at a significantly lower rent, the Company may recognize a
      permanent impairment loss if the income stream is not sufficient to
      recover its investment.

      DEFERRED LEASING AND LOAN ACQUISITION COSTS

      Costs incurred in obtaining tenant leases are amortized on the
      straight-line method over the terms of the related leases. Costs incurred
      in obtaining long-term financing are amortized and charged to interest
      expense over the terms of the related debt agreements.

      REVENUE RECOGNITION

      Rental revenue is recognized on the straight-line basis, which averages
      minimum rents over the terms of the leases. Certain of the leases provide
      for additional rental revenue by way of percentage rents to be paid based
      upon the level of sales achieved by the lessee. These percentage rents are
      recorded on the accrual basis and are included on the Consolidated
      Statements of Income in rental income and related revenues. The leases
      also typically provide for tenant reimbursement of common area maintenance
      and other operating expenses which are also included as rental income and
      related revenues.

      NET INCOME PER SHARE OF COMMON STOCK

      Basic earnings per share ("EPS") is computed by dividing income available
      to common stockholders by the weighted average number of common shares
      outstanding for the period. Diluted EPS is computed giving effect to all
      dilutive potential common shares that were outstanding during the period.
      Dilutive potential common shares consist of the incremental common shares
      issuable upon the conversion of convertible preferred stock (using the "if
      converted" method), exercise of stock options and upon conversion of ERP
      limited partnership interests for all periods.

      USE OF ESTIMATES

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities at
      the date of the financial statements and the reported amounts of revenues
      and expenses during the period. Actual results could differ from those
      estimates. The most significant assumptions and estimates relate to
      depreciable lives, valuation of real estate and the recoverability of
      mortgage notes and trade accounts receivables.


Continued                             F-8


<PAGE>   47
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      RECLASSIFICATIONS

      Certain reclassifications have been made to the consolidated financial
      statements at July 31, 1998 and 1997, and for the twelve months ended July
      31, 1998, 1997 and 1996 in order to conform with the current period's
      presentation.

      INTERNAL SOFTWARE COSTS

      Any costs associated with modifying computer software for Year 2000
      compliance are expensed as incurred.


2.    MERGER:

      As provided in the Merger Agreement, Excel paid a 20% stock dividend prior
      to the Merger. In connection with the Merger, each share of beneficial
      interest, no par value, of the Trust was converted into one share of
      common stock, par value $.01 per share, of the Company, and each 7.8%
      Series A Cumulative Step-Up Premium Rate Preferred Share, par value $1.00
      per share, of the Trust was converted into one share of 7.8% Series D
      Cumulative Voting Step-Up Premium Rate Preferred Stock, par value $.01 per
      share, of the Company ("Series D Preferred Stock"). The Company issued an
      aggregate of approximately 60,000,000 shares of common stock and 150,000
      shares of Series D Preferred Stock (represented by 1,500,000 depositary
      shares, each of which represents a one-tenth fractional interest in a
      share of Series D Preferred Stock) to the Trust's shareholders in the
      Merger.

      The Merger has been treated as a purchase by the Trust of the assets and
      liabilities of Excel using the purchase method of accounting in the
      accompanying consolidated financial statements. This treatment was
      applied because the shareholders of the Trust immediately prior to the
      Merger owned approximately 65% of the Company common stock outstanding
      immediately following the Merger, and the members of the Board of Trustees
      of the Trust immediately prior to the Merger comprised nine of 15 members
      of the Board of Directors of the Company immediately following the Merger.
      As a result of the Merger, the Trust is a wholly owned subsidiary of the
      Company.

      The accompanying consolidated financial statements reflect the results of
      the Trust prior to the Merger and reflect the reverse purchase of the
      Company as of September 28, 1998 and the results of operations for the
      combined entity from September 28, 1998 to December 31, 1998. In addition,
      all information regarding per share information prior to the Merger have
      been restated to reflect the conversion of shares of beneficial interest
      in the Trust into common stock of the Company. The Trust valued the equity
      of the Company (assets net of liabilities) at $899,118,300, based upon the
      market value at the execution of the Merger Agreement of Trust shares of
      beneficial interest into which outstanding Excel shares of common stock
      could be converted. Additionally, the Company incurred costs of $6,400,000
      related to the Merger.

<TABLE>
<CAPTION>
                                                    SHARES         VALUE                 TOTAL
SECURITY                                         OUTSTANDING     PER SHARE           CONSIDERATION
--------                                         -----------     ---------           -------------
<S>                                              <C>             <C>                <C>            
Common stock                                      28,146,906      $  24.20          $   681,155,125
Series A preferred stock                           2,124,980         28.75               61,093,175
Series B preferred stock                                                          
(depository shares)                                6,300,000         24.90              156,870,000
                                                                                    ---------------
                                                                                    $   899,118,300
                                                                                    ===============
                                                                                  
Real estate                                                                         $ 1,332,715,400
Other assets                                                                            136,864,400
Mortgage and notes payable                                                             (501,400,600)
Other liabilities                                                                       (27,957,000)
Minority interest                                                                       (41,103,900)
                                                                                    ---------------
Allocation of purchase price                                                        $   899,118,300
                                                                                    ===============
</TABLE>


Continued                             F-9


<PAGE>   48
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


2.    MERGER, CONTINUED:

      The following unaudited pro forma information for the five months ended
      December 31, 1998 and December 31, 1997 has been presented as if the
      Merger had been consummated on August 1, 1998 and 1997, respectively. The
      unaudited pro forma information is not necessarily indicative of what the
      actual results of operations of the Company would have been had the Merger
      actually occurred on August 1, 1998 and 1997 (in thousands):


<TABLE>
<CAPTION>
                                        FIVE MONTHS ENDED     FIVE MONTHS ENDED    FIVE MONTHS ENDED      FIVE MONTHS ENDED
                                        DECEMBER 31, 1998     DECEMBER 31, 1998    DECEMBER 31, 1997      DECEMBER 31, 1997
                                            (ACTUAL)             (PRO FORMA)            (ACTUAL)             (PRO FORMA)
                                        -----------------     -----------------    -----------------      -----------------
<S>                                     <C>                   <C>                  <C>                    <C>         
Total revenues                            $    155,921          $    179,092          $    100,457          $    150,230
                                                                                                          
Expenses:                                                                                                 
  Operating costs                               32,764                32,233                25,325                30,014
  Real estate and other taxes                   13,456                15,655                 9,047                12,466
  Interest                                      27,168                32,339                14,309                24,374
 Depreciation and amortization                  21,366                25,644                12,544                22,228
 Provision for doubtful accounts                 2,825                 2,884                 1,675                 2,164        
 General and administrative                      2,114                 2,849                 1,143                 2,384
                                          ------------          ------------          ------------          ------------
    Total expenses                              99,693               111,604                64,043                93,630
Sale of real estate/securities                      34                    34                   (67)                  (67)
Minority interest                                 (457)                 (739)                 --                    (624)
                                          ------------          ------------          ------------          ------------
Net income                                $     55,805          $     66,783          $     36,347          $     55,909
                                          ============          ============          ============          ============
                                                                                                          
Net income per share:                                                                                     
  Basic                                   $       0.63          $       0.66          $       0.62          $       0.60
                                          ============          ============          ============          ============
  Diluted                                 $       0.62          $       0.64          $       0.61          $       0.58
                                          ============          ============          ============          ============
</TABLE>

3.    MARKETABLE SECURITIES:

      The Company has classified all investments in equity securities as
      available-for-sale. All investments are recorded at current market value
      with an offsetting adjustment to stockholders' equity (in thousands):

<TABLE>
<CAPTION>
                               DECEMBER 31,    JULY 31,      JULY 31,
                                   1998          1998          1997 
                               ------------    --------      --------
<S>                            <C>             <C>           <C>     
Amortized cost/basis             $    974      $    974      $    977
Unrealized holdings gains             726           813         1,057
                                 --------      --------      --------
Fair value                       $  1,700      $  1,787      $  2,034
                                 ========      ========      ========
</TABLE>

      The weighted average method is used to determine realized gain or loss on
      securities sold. The fair value of marketable securities is based upon
      quoted market prices as of December 31, 1998 and July 31, 1998 and July
      31, 1997, respectively.


Continued                             F-10


<PAGE>   49
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


4.    MORTGAGES AND NOTES RECEIVABLE

      The Company had the following mortgages and notes receivable, including
notes from affiliates (in thousands):

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,      JULY 31,        JULY 31,
                                                                     1998            1998            1997 
                                                                 ------------    ------------    ------------
<S>                                                              <C>             <C>             <C>
      Notes from EDV, interest at 14% per annum,
      collateralized by EDV assets.  Due on demand               $    100,058    $       --      $       --

      Notes from development companies, monthly interest
      from 11% to 12% per annum. Maturity dates vary
      depending upon the completion or sale of certain
      properties                                                       25,169            --              --

      Note from a development company, interest at 25%
      compounded monthly, payable in Canadian dollars
      Due May 2003                                                     10,439            --              --

      Purchase money first mortgages, interest at 7.2% to
      10%. Due 1999 to 2001                                            10,738          11,480          21,980

      Leasehold mortgages, interest at 10% to 12%
      Due 2008                                                          2,460           2,186             890

      Other                                                             1,259             212             237
                                                                 ------------    ------------    ------------

         Total                                                   $    150,123    $     13,878    $     23,107
                                                                 ============    ============    ============
</TABLE>


      Interest and principal payments from EDV are primarily received upon the
      completion of development projects. Interest receivable from EDV was
      $6,488,000, $0 and $0 at December 31, 1998, July 31, 1998 and July 31,
      1997, respectively.

      The Company has notes receivable in the total amount of Canadian
      $16,050,000 (US $10,439,000 at December 31, 1998) from a Canadian company
      which used the proceeds to acquire a 50% joint venture interest in a
      mixed-use commercial building known as "Atrium on the Bay", and an
      adjacent land parcel in Toronto, Canada. The loan is collateralized by the
      Canadian company's interest in the building.

      The Company established $25,680,000 in credit facilities to certain
      developers. The total outstanding amounts on the credit facilities of
      $24,669,000 carry interest at 11% to 12%, are collateralized by real
      estate, and are payable on the earlier of the sale of real estate or seven
      years.


Continued                             F-11


<PAGE>   50
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


5.    OTHER RECEIVABLES:

      At December 31, 1998, $15,619,000 of the other receivables on the
      accompanying balance sheet represents interest and dividends receivable,
      most of which was interest receivable related on notes from EDV, and
      development companies, including the note related to the Canadian company
      as discussed in Note 4.

6.    INVESTMENTS:

      EXCEL REALTY PARTNERS, L.P.

      In 1995, ERP was formed to own and manage certain real estate properties.
      The Company is the sole general partner of ERP and is entitled to receive
      99% of all net income and gains before depreciation, if any, after the
      limited partners receive their stipulated distributions. Properties have
      been contributed to ERP in exchange for limited partnership units (which
      may be redeemed at stipulated prices for cash or the issuance of the
      Company common shares at the Company's option) and cash. These units can
      convert to Company shares at exchange ratios from 1.0 to 1.4 Company
      shares for each unit. At December 31, 1998, there were approximately
      3,231,000 limited partner units outstanding of which the Company owned
      approximately 1,525,000 units. Quarterly distributions approximate
      $774,000 for units held by third parties.

      ERT DEVELOPMENT CORPORATION

      In 1995, EDV was organized to finance, acquire, develop, hold and sell
      real estate in the short-term for capital gains and/or receive fee income.
      The Company owns 100% of the outstanding preferred shares of EDV. The
      preferred shares receive 95% of dividends, if any. Cash requirements to
      facilitate EDV's transactions have primarily been obtained through
      borrowings from the Company. Summary unaudited financial information for
      EDV is as follows (in thousands). Only a three-month period of operations
      is shown because the Company's consolidated financial statements only
      reflect the operations of EDV since the Merger date of September 28, 1998:


<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                                           1998 
                                                                       ------------
<S>                                                                    <C>         
      BALANCE SHEET
        Notes receivable from developers, interest at 10% to 20%       $     61,108
        Net real estate and other assets                                     53,353
                                                                       ------------
       Total assets                                                    $    114,461
                                                                       ============
        Notes payable to New Plan Excel Realty Trust, Inc.             $    100,058
        Other liabilities                                                     7,071
                                                                       ------------
          Total liabilities                                                 107,129
        Total stockholders' equity                                            7,332
                                                                       ------------
       Total liabilities and stockholders' equity                      $    114,461
                                                                       ============
</TABLE>


Continued                             F-12


<PAGE>   51

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


6.    INVESTMENTS, CONTINUED:

      ERT DEVELOPMENT CORPORATION

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                     DECEMBER 31,
                                                                         1998 
                                                                  ------------------
<S>                                                               <C>         
      STATEMENT OF INCOME

        Total revenues                                               $ 2,019
        Interest expense to New Plan Excel Realty Trust, Inc.         (2,764)
        Other expenses                                                  (378)
                                                                     -------
           Net loss                                                  $(1,123)
                                                                     =======
</TABLE>

      EDV's receivables include loans of approximately $29,678,000 made to a
      joint venture partnership under a loan commitment related to a retail
      development project in Florida. The joint venture obtained a construction
      loan which is expected to total approximately $100,000,000, of which
      $30,000,000 is guaranteed by the Company. EDV also has an investment in a
      joint venture related to retail development project in Texas. The Company
      has guaranteed $68,000,000 of the construction loan on the project, which
      has a loan balance of $32,806,000 at December 31, 1998.

7.    MORTGAGES PAYABLE:

      Mortgages are collateralized by real estate and an assignment of rents. As
      of December 31, 1998, mortgages payable bear interest at rates ranging
      from 3.5% to 10.75%, having a weighted average of 7.7% per annum and
      maturity dates from 1999 to 2021. The principal payments required to be
      made on mortgages payable (excluding $12,345,000 of unamortized premium)
      are as follows (in thousands):

<TABLE>
<CAPTION>
          YEAR 
          ---- 
<S>       <C>                                        <C>     
          1999                                       $ 52,395
          2000                                         52,331
          2001                                         43,488
          2002                                         22,432
          2003                                         23,598
          Thereafter                                  181,596
                                                     --------
                                                     $375,840
                                                     ========
</TABLE>

8.    CREDIT FACILITIES:

     The Company has a revolving credit facility of up to $250,000,000 in
     unsecured advances from a group of banks. The facility expires on December
     31, 1999 and bears an interest rate of 120 basis points over LIBOR. At
     December 31, 1998, the Company had $150,500,000 outstanding under this
     facility. The covenants of the credit facility include maintaining certain
     ratios such as liabilities to assets of less than 50% and maintaining a
     minimum interest coverage of 2 to 1. The Company also has an unsecured
     revolving credit of up to $50,000,000 through November 1999, all of which
     was outstanding at December 31, 1998.


Continued                             F-13


<PAGE>   52
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


9.    NOTES PAYABLE (IN THOUSANDS):


<TABLE>
<CAPTION>
DESCRIPTION                                FACE AMOUNT       DUE DATE      DECEMBER 31, 1998    JULY 31, 1998    JULY 31, 1997
-----------                                -----------       --------      -----------------    -------------    -------------
<S>                                        <C>               <C>           <C>                  <C>              <C>

      7.75% Senior notes, effective
       interest rate 7.95%, net of
       unamortized discount; December
       31, 1998 - $957; July 31, 1998
       and 1997 - $1,019 and $1,132,
       respectively                          $100,000           2005            $ 99,043           $ 98,981           $ 98,868
                                                                                                                    
      6.80% Senior unsecured notes,                                                                                 
       effective interest rate 6.87%, net                                                                            
       of unamortized discount;                                                                                      
       December 31, 1998 - $184; July                                                                                
       31, 1998 and 1997 - $192 and                                                                                  
       $234, respectively                      81,000           2002              80,816             80,808             80,766
                                                                                                                    
      6.875% Senior unsecured notes, 
       effective interest rate 6.982%          75,000           2004              75,000               --                 --
      7.97% unsecured notes                    10,000           2026              10,000             10,000             10,000
      Variable rate unsecured notes            49,000           1999              49,000             49,000             49,000
      Variable rate unsecured notes            10,000           --                  --               10,000             10,000
      5.95% unsecured notes                    49,000           --                  --               49,000             49,000
      7.65% unsecured notes                    25,000           2026              25,000             25,000             25,000
      7.68% unsecured notes                    20,000           2026              20,000             20,000             20,000
      Variable rate unsecured notes            40,000           2000              40,000             40,000             40,000
      7.35% unsecured notes                    30,000           2007              30,000             30,000             30,000
      6.9% unsecured notes                     50,000           2028              50,000             50,000               --
      Variable rate unsecured notes            10,376      1999-2000              10,376               --                 --
                                                                                --------           --------           --------
      Total                                                                     $489,235           $462,789           $412,634
                                                                                ========           ========           ========
</TABLE>


      The Notes are uncollateralized and subordinate to mortgages payable and
      rank equally with debt under the revolving credit facilities. Where
      applicable, the discount is being amortized over the life of the
      respective Notes using the effective interest method. Interest is payable
      semi-annually or quarterly and the principal is due at maturity. Among
      other restrictive covenants, there is a restrictive covenant that limits
      the amount of total indebtedness to 65% of total assets. For the five
      months ended December 31, 1998, $170 of amortized discount and issuing
      costs were included in interest expense. The principal payments (excluding
      $1,141 of unamortized discount) required to be made on notes payable are
      as follows (in thousands):

<TABLE>
<CAPTION>
              YEAR 
              ---- 
<S>                                                            <C>     
              1999                                             $ 49,376
              2000                                               50,000
              2001                                                    -
              2002                                               81,000
              2003                                                    -
              Thereafter                                        310,000
                                                               --------
                                                               $490,376
                                                               ========
</TABLE>


Continued                             F-14


<PAGE>   53
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------



10.     CAPITAL LEASES:

        The Company owns a leasehold interest in three shopping centers in
        California ("Master Leased Centers"). The term of the leases are
        thirty-four years and the monthly lease payment is $201,000. In
        addition, the Company has purchased the option to acquire fee title to
        the Master Leased Centers, exercisable at various times during the terms
        of the respective leases. The owner of one of the Master Leased Centers
        has the option to require the Company to purchase the property after the
        occurrence of certain events. There are no principal payments due on the
        leases until a Master Leased Center is acquired.

11.     OTHER LIABILITIES (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,         JULY 31,           JULY 31,
                                                                      1998               1998                1997  
                                                                   ------------         -------            -------
<S>                                                                <C>                  <C>                <C>    

      Property and other taxes payable                               $11,839            $10,523            $ 9,289
      Interest payable                                                 8,771              9,712              7,779
      Accounts payable                                                 5,442              3,362              2,096
      Accrued construction costs                                       4,521              4,789              4,872
      Deferred rent expense and rents received in advance              4,013              1,108              1,337
      Amounts due seller of property                                   1,823              1,952              1,467
      Accrued professional and personnel costs                         1,767              1,239              1,666
      Acquisition costs                                                  806              1,120              1,884
      Other                                                            6,927              3,715              2,969
                                                                     -------            -------            -------
       Total                                                         $45,909            $37,520            $33,359
                                                                     =======            =======            =======
</TABLE>

12.   ENVIRONMENTAL MATTERS:

      Under various federal, state and local laws, ordinances and regulations,
      the Company may be considered an owner or operator of real property or may
      have arranged for the disposal or treatment of hazardous or toxic
      substances and, therefore, may become liable for the costs of removal or
      remediation of certain hazardous substances released on or in its property
      or disposed of by it, as well as certain other potential costs which could
      relate to hazardous or toxic substances (including governmental fines and
      injuries to persons and property). Such liability may be imposed whether
      or not the Company knew of, or was responsible for, the presence of such
      hazardous or toxic substances. Except as discussed below, the Company is
      not aware of any significant environmental condition at any of its
      properties.

      Soil and groundwater contamination exists at certain of the Company's
      properties. The Company currently estimates that the total cumulative cost
      of remediation for these properties will be approximately $2.8 million to
      $6.5 million. In connection with certain of these properties, the Company
      has entered into certain remediation and indemnity agreements, which
      obligate the prior owners of certain of the properties (including in some
      cases, principals of the prior owners) to perform the remediation and to
      indemnify the Company for any losses the Company may suffer because of the
      contamination or remediation. Although there can be no assurance that the
      remediation estimates of the Company will prove accurate or that the prior
      owners will perform their obligations under the remediation and indemnity
      agreements, the Company does not expect the environmental conditions at
      these properties to have a material adverse effect on the Company. The
      Company has also identified asbestos minerals relating to spray-applied
      fireproofing materials at certain properties. Included in other
      liabilities in the Company's Consolidated Balance Sheet at December 31,
      1998 is $3.2 million related to the clean-up of these asbestos minerals.


Continued                             F-15


<PAGE>   54
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


13.   LEASE AGREEMENTS:

      The Company has entered into leases, as lessee, in connection with ground
      leases for shopping centers which it operates, an office building which it
      sublets and administrative office space for the Company. These leases are
      accounted for as operating leases. The minimum annual rental commitments
      during the next five fiscal years and thereafter are approximately as
      follows (in thousands):

<TABLE>
<CAPTION>
             YEAR 
             ---- 
<S>                                          <C>     
             1999                            $  1,022
             2000                                 990
             2001                               1,171
             2002                               1,125
             2003                               1,337
                 Thereafter                    11,395
                                             --------
                                             $ 17,040
                                             ========
</TABLE>

      For the year ended July 31, 1998, the lease for office space included
      contingent rentals for real estate tax escalations and operating expense
      in the amount of $10,000. There were no contingent rentals for the five
      months ended December 31, 1998 or for the years ended July 31, 1998, 1997,
      and 1996. In addition, ground leases provide for fixed rent escalations
      and renewal options.

14.   STOCKHOLDERS' EQUITY:

      PREFERRED STOCK

      Holders of the 8 1/2% Series A Cumulative Convertible Preferred Stock (the
      "Preferred A Shares") are entitled to an annual distribution of $2.125 per
      share and are convertible into common shares at a price of $26.06 per
      share. The Preferred A Shares rank senior to the Company's common stock
      and are on a parity with the other preferred shares with respect to the
      payment of dividends and amounts payable upon liquidation, dissolution or
      winding down of the Company.

      The Company has outstanding 6,300,000 depositary shares each representing
      1/10 of a share of 8 5/8% Series B Cumulative Redeemable Preferred Stock
      (the "Preferred B Shares"). Holders of the Preferred B Shares are entitled
      to an annual dividend equal to $2.15625, payable quarterly.

      The Company also has 1,500,000 depositary shares outstanding, each
      representing a 1/10 fractional interest in a share of 7.8% Series D
      Cumulative Voting Step-Up Premium Rate Preferred Stock (the "Preferred D
      Shares"), which are redeemable at the option of the Company on or after
      June 2007 at a liquidation preference of $500 per share. The Preferred D
      Shares pay dividends quarterly at the rate of 7.8% of the liquidation
      preference per annum through September 2012 and at the rate of 9.8% of the
      liquidation preference per annum thereafter.


Continued                             F-16


<PAGE>   55
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


14.   STOCKHOLDERS' EQUITY, CONTINUED:

      OPTIONS

      The Company has the following stock option plans (the "Plans") pursuant to
      which options have been granted to purchase shares of common stock of the
      Company (the "Shares") to officers, directors, and certain key employees
      of the Company: (i) the 1985 Incentive Stock Option Plan (the "1985
      Plan"), (ii) the March 1991 Stock Option Plan (the "March 1991 Plan"),
      (iii) the Non-Qualified Stock Option Plan (the "Non-Qualified Plan"), (iv)
      the 1991 Stock Option Plan (the "1991 Plan"), (v) the 1993 Employee Plan
      (the "1993 Plan"), (vi) the 1994 Directors Plan (the "1994 Plan") and
      (vii) the 1997 Stock Option Plan (the "1997 Plan"). The exercise price of
      a share pursuant to each of the Plans is required to be no less than the
      fair market value of a share on the date of grant. Under the 1985 Plan and
      the 1991 and 1997 Plans (with the exception of certain option grants of
      10,000 Shares or more, as discussed below) and the Non-Qualified Plan,
      options are exercisable 20% per year commencing one year from the date of
      grant. In the case of certain option grants of 10,000 Shares or more under
      the 1991 and 1997 Plans, such option grants are exercisable 10% after the
      first anniversary of the date of grant, 25% after the second anniversary
      of the date of grant, 45% after the third anniversary of the date of
      grant, 70% after the fourth anniversary of the date of grant and 100%
      after the fifth anniversary of the date of grant. In the case of the March
      1991 Plan, 30% of the options granted are exercisable on the second
      anniversary of the date of grant and, thereafter, an additional 10% of the
      granted options are exercisable on an annual basis. Under the 1993 and
      1994 Plans, the vesting schedule is determined at the time of grant by the
      option committee. Future option grants can be made only under the 1993
      Plan and the 1994 Plan. The total available for future grants under the
      1993 Plan is a number equal to 2.0% of the number of shares of common
      stock issued and outstanding as of the end of the immediately preceding
      fiscal year, plus 1,450,000. As of December 31, 1998, 977,000 options were
      available for grant under the 1993 Plan. The total available under the
      1994 Plan is 176,700. The options outstanding at December 31, 1998, have
      exercise prices from $13.22 to $25.25 and have a weighted average
      remaining contractual life of 6.33 years. The total options exercisable at
      December 31, 1998, are 3,584,394.

      Stock option and warrant activity are summarized as follows:

<TABLE>
<CAPTION>
                                                                    WEIGHTED AVERAGE
                                                                     EXERCISE PRICE
                                                      OPTIONS           PER SHARE   
                                                      -------       ----------------
<S>                                                  <C>            <C>   

      Outstanding at August 1, 1996                  2,083,050           $19.85
      Granted                                          571,750           $21.89
      Exercised or forfeited                          (141,600)          $21.24
                                                     ---------

      Outstanding at July 31, 1997                   2,513,200
      Granted                                        1,450,250           $24.08
      Exercised or forfeited                          (387,500)          $21.97
                                                     ---------

      Outstanding at July 31, 1998                   3,575,950
      Balance from Excel at date of Merger           2,315,842           $19.71
      Granted                                          135,500           $20.62
      Exercised or forfeited                           (81,402)          $21.58
                                                     ---------

      Outstanding December 31, 1998                  5,945,890           $20.83
                                                     =========
</TABLE>


Continued                             F-17


<PAGE>   56
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


14.   STOCKHOLDERS' EQUITY, CONTINUED:

      SFAS No. 123, Accounting for Stock-Based Compensation, requires either the
      recording or disclosure of compensation cost for stock-based employee
      compensation plans at fair value. The Company has adopted the
      disclosure-only provisions of SFAS No. 123. Accordingly, no compensation
      costs have been recognized by the Company.

      Had compensation cost for the Company's stock option plans been recognized
      based on the fair value at the grant date for awards consistent with the
      provisions of SFAS No. 123, the Company's net income in the five months
      ended December 31, 1998 would have been reduced by $677,000 from
      $55,805,000 ($0.63 per share - basic, and $0.62 per share - diluted) to
      $55,128,000 ($0.62 per share - basic, and $0.61 per share - diluted). In
      the year ended July 31, 1998, net income would have been reduced by
      $6,425,000, from $90,573,000 ($1.43 per share - basic and $1.42 per share
      - diluted) to $83,904,000 ($1.41 per share - basic and diluted). In the
      year ended July 31, 1997, net income would have been reduced by $572,000,
      from $77,037,000 ($1.31 per share - basic and $1.30 per share diluted) to
      $76,465,000 ($1.31 per share - basic and $1.30 per share diluted). In the
      year ended July 31, 1996, net income would have been reduced by $11,000,
      from $70,521,000 to $70,510,000 with no change to the per share
      calculations.

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option-pricing model with the following
      weighted-average assumptions used for grants in the five months ended
      December 31, 1998, and each of the three years ended July 31, 1998,
      1997 and 1996, respectively: dividend yield of 6.70%, 6.14%, 6.12% and
      6.12%, respectively; expected volatility of 19.51%, 18.25%, 19.30% and
      15.79%, respectively; risk-free interest rate of 4.93%, 5.87%, 6.66% and
      6.40%, respectively; and expected life of 5.2 years, 6.5 years, 6.3 years
      and 6.3 years, respectively. The per share weighted average fair value at
      the dates of grant for options awarded for the above periods was $2.04,
      $2.78, $3.10 and $2.03, respectively.

      DIVIDEND REINVESTMENT PLAN

      The Company has a Dividend Reinvestment and Share Purchase Plan (the
      "Plan") whereby shareholders may invest cash distributions and make
      optional cash payments to purchase shares of the Company without payment
      of brokerage commissions or service charges. The price per share of the
      additional shares to be purchased with invested cash distributions is the
      midpoint between the day's high and low sales prices on the New York Stock
      Exchange, less 5%.

      LOANS

      The Company has made loans to officers, directors and employees primarily
      for the purpose of purchasing common shares of the Company. These loans
      are demand and term notes bearing interest at rates ranging from 5% to
      9.75%. Interest is payable quarterly.


Continued                             F-18


<PAGE>   57
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


14.   STOCKHOLDERS' EQUITY, CONTINUED:

      EARNINGS PER SHARE (EPS)

      In accordance with the disclosure requirements of SFAS No. 128 (Note 1), a
      reconciliation of the numerator and denominator of basic and diluted EPS
      is provided as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                                         YEAR ENDED
                                                        FIVE MONTHS ENDED                  JULY 31,
                                                           DECEMBER 31,     --------------------------------------
                                                               1998           1998           1997           1996 
                                                        -----------------   --------     ----------       --------
<S>                                                     <C>                 <C>          <C>              <C>     
      BASIC EPS
        NUMERATOR:
          Net income                                         $ 55,805       $ 90,573       $ 77,037       $ 70,521
          Preferred dividends                                  (6,914)        (5,850)          (461)          --   
                                                             --------       --------       --------       --------
                                                             $ 48,891       $ 84,723       $ 76,576       $ 70,521
                                                             ========       ========       ========       ========
        DENOMINATOR:
          Weighted average of common shares outstanding        77,481         59,365         58,461         56,484
                                                             ========       ========       ========       ========

        EARNINGS PER SHARE:                                  $   0.63       $   1.43       $   1.31       $   1.25
                                                             ========       ========       ========       ========

      DILUTED EPS
        NUMERATOR:
          Net income                                         $ 55,805       $ 90,573       $ 77,037       $ 70,521
          Preferred dividends                                  (6,914)        (5,850)          (461)          --
          Minority interest                                       457           --             --             --   
                                                             --------       --------       --------       --------
          Net income available to common shares              $ 49,348       $ 84,723       $ 76,576       $ 70,521
                                                             ========       ========       ========       ========
        DENOMINATOR:
          Weighted average of common shares outstanding        77,481         59,365         58,461         56,484
          Effect of diluted securities:
            Common stock options and warrants                     594            409            274            158
            ERP third party units                               1,321           --             --             --   
                                                             --------       --------       --------       --------
                                                               79,396         59,774         58,735         56,642
                                                             ========       ========       ========       ========

        EARNINGS PER SHARE:                                  $   0.62       $   1.42       $   1.30       $   1.25
                                                             ========       ========       ========       ========
</TABLE>

15.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE:

      In the five months ended December 31, 1998 and the years ended July 31,
      1998, 1997, and 1996, the Company acquired properties by assuming
      mortgages payable of $4,730,000, $51,900,000, $17,500,000, and
      $32,538,000, respectively. The amounts paid for interest for the five
      months ended December 31, 1998 and the years ended July 31, 1998, 1997,
      and 1996 were $33,061,000, $34,876,000, $24,642,000, and $17,085,000,
      respectively. State and local income taxes paid for the five months ended
      December 31, 1998 and the years ended July 31, 1998, 1997, and 1996 were
      $100,000, $156,000, $872,000, and $0, respectively.


Continued                             F-19


<PAGE>   58
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


16.   FINANCIAL INSTRUMENTS:

      The following fair value disclosure was determined by the Company, using
      available market information and discounted cash flow analyses as of
      December 31, 1998, July 31, 1998 and July 31, 1997, respectively.
      Considerable judgement is necessary to interpret market data and to
      develop the related estimates of fair value. Accordingly, the estimates
      presented are not necessarily indicative of the amounts that the Company
      could realize upon disposition. The use of different estimation
      methodologies may have a material effect on the estimated fair value
      amounts. The Company believes that the carrying values reflected in the
      Consolidated Balance Sheets at December 31, 1998 and July 31, 1998
      approximates the fair values for cash and cash equivalents, marketable
      securities, receivables and other liabilities. The following are financial
      instruments for which Company estimates of fair value differ from book
      values:

<TABLE>
<CAPTION>
                                             DECEMBER 31, 1998            JULY 31, 1998               JULY 31, 1997
                                          ----------------------      ----------------------      ----------------------
                                          CARRYING         FAIR       CARRYING         FAIR       CARRYING          FAIR
                                           AMOUNTS        VALUE        AMOUNTS        VALUE        AMOUNTS         VALUE
                                          --------      --------      --------      --------      --------        ------
<S>                                       <C>           <C>           <C>           <C>           <C>             <C>   
      Mortgages and notes receivable      $150,123      $150,324      $ 13,878      $ 14,100      $ 23,107        24,200
      Mortgages payable                    388,185       389,572       114,099       115,700        65,573        67,500
      Notes payable                        489,235       539,876       462,789       501,800       412,634       429,200
</TABLE>

17.   MINIMUM FUTURE RENTALS:

      Minimum future rental revenue for the next five years for the commercial
      real estate owned at December 31, 1998 and subject to noncancelable
      operating leases is as follows (in thousands):

<TABLE>
<CAPTION>
             YEAR 
             ---- 
<S>                                      <C>       
             1999                        $  243,967
             2000                           217,886
             2001                           194,088
             2002                           169,482
             2003                           147,519
             Thereafter                   1,000,575
</TABLE>

      The above table assumes that all leases which expire are not renewed,
      therefore neither renewal rentals nor rentals from replacement tenants are
      included. Minimum future rentals do not include contingent rentals, which
      may be received under certain leases on the basis of percentage of
      reported tenants' sales volume. Contingent rentals included in income for
      the five months ended December 31, 1998 and for the years ended July 31,
      1998, 1997, and 1996 amounted to approximately $15,549,000, $34,421,000,
      $28,933,000, and $26,173,000, respectively.

18.   RETIREMENT PLAN:

      The Company has a Retirement and 401(k) Savings Plan (the "Savings Plan")
      covering most of the officers and employees of the Company. Participants
      in the Savings Plan may elect to contribute a portion of their earnings to
      the Savings Plan and the Company, at the discretion of the Board of
      Directors, may make a voluntary contribution to the Savings Plan. For the
      five months ended December 31, 1998 and the years ended July 31, 1998 and
      1997, the Company's expense for the Savings Plan was $205,000, $317,000
      and $250,000, respectively.


Continued                             F-20


<PAGE>   59
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   ----------


19.   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

      Summarized quarterly financial data is as follows (in thousands except per
      share amounts):

<TABLE>
<CAPTION>
                                                                               NET INCOME    NET INCOME
                                                  TOTAL                        PER SHARE-    PER SHARE-
                                                REVENUES       NET INCOME         BASIC        DILUTED 
                                                --------       ----------      ----------    ----------
<S>                                             <C>            <C>             <C>           <C>     
      FIVE MONTHS ENDED DECEMBER 31, 1998:                                                   
            August 1 to September 30            $ 46,510        $ 16,937        $   0.26      $   0.26
            October 1 to December 31             109,411          38,868            0.37          0.36
                                                                                              
      YEAR ENDED JULY 31, 1998:                                                               
            First quarter                       $ 59,507        $ 21,537        $   0.34      $   0.34
            Second quarter                        61,845          22,525            0.36          0.35
            Third quarter                         63,481          22,899            0.36          0.36
            Fourth quarter                        65,426          23,612            0.37          0.37
                                                                                              
      YEAR ENDED JULY 31, 1997:                                                               
            First quarter                       $ 47,783        $ 19,076        $   0.33      $   0.33
            Second quarter                        51,147          19,092            0.33          0.32
            Third quarter                         52,066          19,088            0.32          0.32
            Fourth quarter                        55,825          19,781            0.33          0.33
</TABLE>

20.   SEGMENT INFORMATION:

      The Company's two reportable business segments are retail and residential
      rental properties. At December 31, 1998, the retail segment consists of
      301 shopping centers (included in this amount are four office and two
      vacant land parcels) and the residential segment consists of 54 garden
      apartment complexes. Selected financial information for each segment is as
      follows:


<TABLE>
<CAPTION>
                                                 RETAIL         RESIDENTIAL          OTHER             TOTAL
                                              -----------       -----------       -----------       -----------
<S>                                           <C>               <C>               <C>               <C>        
      FOR FIVE MONTHS ENDED
      DECEMBER 31, 1998
      Revenue                                 $   122,505       $    32,471       $       945       $   155,921
      Operating expenses and minority
      interest                                     32,984            16,518             2,114            51,616
                                              -----------       -----------       -----------       -----------
                                                   89,521            15,953            (1,169)          104,305
      Interest Expense                                                                 27,168            27,168
      Depreciation and amortization                17,885             3,481                              21,366
      (Gain)/loss on sale of securities/
         properties                                                                       (34)              (34)
                                              -----------       -----------       -----------       -----------
      Net Income                              $    71,636       $    12,472       ($   28,303)      $    55,805
                                              ===========       ===========       ===========       ===========

      Real Estate Assets, net                 $ 2,318,001       $   349,447                         $ 2,667,448
                                              ===========       ===========                         ===========


      FOR YEAR ENDED JULY 31, 1998
      Revenue                                 $   176,982       $    69,326       $     3,950       $   250,258
      Operating expenses                           52,184            36,216             2,770            91,170
                                              -----------       -----------       -----------       -----------
                                                  124,798            33,110             1,180           159,088
      Interest expense                                                                 36,852            36,852
      Depreciation                                 24,077             7,545                              31,622
      (Gain)/loss on sale of securities/
         properties                                                                        41                41
                                              -----------       -----------       -----------       -----------
      Net income                              $   100,721       $    25,565       ($   35,713)      $    90,573
                                              ===========       ===========       ===========       ===========

      Real estate assets, net                 $   977,617       $   338,143                         $ 1,315,760
                                              ===========       ===========                         ===========
</TABLE>


                                      F-21


<PAGE>   60
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                   ----------


20.   SEGMENT INFORMATION (CONTINUED):


<TABLE>
<CAPTION>
FOR YEAR ENDED JULY 31, 1997                     RETAIL        RESIDENTIAL         OTHER             TOTAL
                                              -----------      -----------      -----------       -----------
<S>                                           <C>              <C>              <C>               <C>        
      Revenue                                 $   146,762      $    55,331      $     4,728       $   206,821
      Operating expenses                           45,163           29,153            2,203            76,519
                                              -----------      -----------      -----------       -----------
                                                  101,599           26,178            2,525           130,302
      Interest expense                                                               28,256            28,256
      Depreciation                                 19,464            5,542             --              25,006
      (Gain)/loss on sale of securities/
         properties                                                                       3                3
                                              -----------      -----------      -----------       -----------
      Net income                              $    82,135      $    20,636      ($   25,734)      $    77,037
                                              ===========      ===========      ===========       ===========

      Real estate assets, net                 $   875,027      $   296,882                        $ 1,171,909
                                              ===========      ===========                        ===========
</TABLE>


                                      F-22


<PAGE>   61
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

                                   ----------


<TABLE>
<CAPTION>
                                                                    ADDITIONS         DEDUCTIONS
                                                                    ----------------------------    
                                                                                       ACCOUNTS
                                                      BALANCE AT    CHARGED TO        RECEIVABLE    BALANCE AT
                                                       BEGINNING     BAD DEBT          WRITTEN        END OF
      DESCRIPTION                                      OF PERIOD      EXPENSE            OFF          PERIOD
                                                      ----------    ----------        ----------    ----------
<S>                                                   <C>           <C>               <C>           <C>       
      Allowance for doubtful accounts:

           Five months ended December 31, 1998        $    7,296    $    4,368(1)     $      628    $   11,636
                                                      ==========    ==========        ==========    ==========

           Year ended July 31, 1998                   $    5,581    $    4,171        $    1,826    $    7,926
                                                      ==========    ==========        ==========    ==========

           Year ended July 31, 1997                   $    3,977    $    3,283        $    1,679    $    5,581
                                                      ==========    ==========        ==========    ==========

           Year ended July 31, 1996                   $    2,923    $    1,984        $      930    $    3,977
                                                      ==========    ==========        ==========    ==========
</TABLE>


--------
      1 $1,543 of this amount was assumed as part of the Merger.


                                      F-23


<PAGE>   62
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
       COLUMN A                         COLUMN B             COLUMN C             COLUMN D                    COLUMN E              
       --------                         --------             --------             --------                    --------              
                                                                                    COST
                                                                                 CAPITALIZED                                        
                                                                                SUBSEQUENT TO   GROSS AMOUNT AT WHICH CARRIED AT THE
                                                        INITIAL COST TO COMPANY  ACQUISITION             CLOSE OF THE PERIOD        
                                                        ----------------------- -------------   ------------------------------------
                                                                   BUILDING &                                BUILDING &             
     DESCRIPTION                      ENCUMBRANCES      LAND      IMPROVEMENTS  IMPROVEMENTS    LAND        IMPROVEMENTS    TOTAL   
     -----------                      ------------      ----      ------------  ------------    ----        ------------    -----   
<S>                                   <C>            <C>          <C>           <C>            C>           <C>           <C>       
     APARTMENTS
-----------------------
BRECKENRIDGE APARTMENTS                                 604,487     2,411,462       243,391      604,487      2,654,853    3,259,340
   BIRMINGHAM                     AL

COURTS AT WILDWOOD                                    1,119,320     4,477,301       375,229    1,119,320      4,852,530    5,971,850
   BIRMINGHAM                     AL

DEVONSHIRE PLACE                                      1,245,728     4,982,914     1,258,662    1,245,728      6,241,576    7,487,304
   BIRMINGHAM                     AL

THE CLUB APARTMENTS                                   1,709,558     6,838,233       478,885    1,709,558      7,317,118    9,026,676
   BIRMINGHAM                     AL

HILLCREST APARTMENTS                    1,252,632       251,734     3,325,604        46,201      251,734      3,371,805    3,623,539
   MOBILE                         AL

KNOLLWOOD APARTMENTS                    6,026,518     4,352,001    16,926,403       113,981    4,352,001     17,040,384   21,392,385
   MOBILE                         AL

MAISON DE VILLE APTS                    4,625,000     1,971,014     7,897,056       178,168    1,971,014      8,075,224   10,046,238
   MOBILE                         AL

MAISON IMPERIAL APTS                    1,750,000       672,368     2,702,471        76,681      672,368      2,779,152    3,451,520
   MOBILE                         AL

PLANTATION APARTMENTS                   1,000,000       410,866     1,653,465        41,016      410,866      1,694,481    2,105,347
   MOBILE                         AL

MAYFAIR APARTMENTS                                      240,000       962,217       490,850      240,000      1,453,067    1,693,067
   DOVER                          DE

RODNEY APARTMENTS                                       769,188     1,612,614     1,276,499      769,188      2,889,113    3,658,301
   DOVER                          DE

CHARTER POINTE APARTMENTS               5,311,423     1,501,146     9,049,327        68,878    1,501,146      9,118,205   10,619,351
   ALTAMONTE SPRINGS              FL

LAKE PARK APARTMENTS                                    833,000     1,822,039     2,666,191      833,000      4,488,230    5,321,230
   LAKE PARK                      FL

CAMBRIDGE APARTMENTS                                    878,593     3,514,373        99,398      878,593      3,613,771    4,492,364
   ATHENS                         GA
</TABLE>

<TABLE>
<CAPTION>
       COLUMN A                                COLUMN F      COLUMN G       COLUMN H      COLUMN I
       --------                                --------      --------       --------      --------
                                      
                                                                                          LIFE ON
                                                                                           WHICH
                                                                                        DEPRECIATED
                                                                                         IN LATEST
                                            ACCUMULATED      DATE OF          DATE         INCOME
     DESCRIPTION                            DEPRECIATION   CONSTRUCTION     ACQUIRED      STATEMENT
     -----------                            ------------   ------------     --------      ---------
<S>                                         <C>            <C>            <C>             <C>     
BRECKENRIDGE APARTMENTS                       479,784           1979           1992       40 Years
   BIRMINGHAM                     AL

COURTS AT WILDWOOD                            712,160           1969           1993       40 Years
   BIRMINGHAM                     AL

DEVONSHIRE PLACE                            1,107,811           1971           1992       40 Years
   BIRMINGHAM                     AL

THE CLUB APARTMENTS                           685,168      1969-1974           1995       40 Years
   BIRMINGHAM                     AL

HILLCREST APARTMENTS                          124,807           1977           1997       40 Years
   MOBILE                         AL

KNOLLWOOD APARTMENTS                          662,866      1978-1982           1997       40 Years
   MOBILE                         AL

MAISON DE VILLE APTS                          491,555     1963,71-73           1996       40 Years
   MOBILE                         AL

MAISON IMPERIAL APTS                          169,717        1969-73           1996       40 Years
   MOBILE                         AL

PLANTATION APARTMENTS                         107,789           1977           1996       40 Years
   MOBILE                         AL

MAYFAIR APARTMENTS                            765,949           1971           1981       40 Years
   DOVER                          DE

RODNEY APARTMENTS                           2,364,431      1963-1965           1969       40 Years
   DOVER                          DE

CHARTER POINTE APARTMENTS                     164,055           1973           1998       40 Years
   ALTAMONTE SPRINGS              FL

LAKE PARK APARTMENTS                        2,480,820           1965           1976       40 Years
   LAKE PARK                      FL

CAMBRIDGE APARTMENTS                          244,803      1972,1982           1996       40 Years
   ATHENS                         GA
</TABLE>



                                      F-24
<PAGE>   63

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
       COLUMN A                         COLUMN B             COLUMN C             COLUMN D                    COLUMN E              
       --------                         --------             --------             --------                    --------              
                                                                                    COST
                                                                                 CAPITALIZED                                        
                                                                                SUBSEQUENT TO   GROSS AMOUNT AT WHICH CARRIED AT THE
                                                        INITIAL COST TO COMPANY  ACQUISITION             CLOSE OF THE PERIOD        
                                                        ----------------------- -------------   ------------------------------------
                                                                   BUILDING &                                BUILDING &             
     DESCRIPTION                      ENCUMBRANCES      LAND      IMPROVEMENTS  IMPROVEMENTS    LAND        IMPROVEMENTS    TOTAL   
     -----------                      ------------      ----      ------------  ------------    ----        ------------    -----   
<S>                                   <C>            <C>          <C>           <C>            C>           <C>           <C>       
TARA APARTMENTS                         3,388,178     1,192,545     4,792,179       128,179    1,192,545      4,920,358    6,112,903
   ATHENS                         GA

REGENCY CLUB APARTMENTS                               1,179,910     4,719,639       222,879    1,179,910      4,942,518    6,122,428
   EVANSVILLE                     IN

FOREST HILLS APARTMENTS                                 714,761     8,197,499       110,780      714,761      8,308,279    9,023,040
   INDIANAPOLIS                   IN

HAWTHORNE HEIGHTS APTS                                1,669,304     6,698,215       280,586    1,669,304      6,978,801    8,648,105
   INDIANAPOLIS                   IN

JAMESTOWN APARTMENTS                                    518,646     2,075,236       759,651      518,646      2,834,887    3,353,533
   LEXINGTON                      KY

SADDLEBROOK APARTMENTS                                1,939,164     7,756,655       545,864    1,939,164      8,302,519   10,241,683
   LEXINGTON                      KY

CHARLESTOWN @ DOUGLASS HILLS                          1,306,230     5,231,914       395,614    1,306,230      5,627,528    6,933,758
   LOUISVILLE                     KY

LA FONTENAY APARTMENTS                                1,176,550     4,706,200       870,010    1,176,550      5,576,210    6,752,760
   LOUISVILLE                     KY

POPLAR LEVEL APARTMENTS                                 284,793     1,139,174       117,656      284,793      1,256,830    1,541,623
   LOUISVILLE                     KY

RIVERCHASE APARTMENTS                                   807,302     3,229,206        92,393      807,302      3,321,599    4,128,901
   NEWPORT                        KY

FORESTWOOD APARTMENTS                                 2,070,811     8,283,242       146,217    2,070,811      8,429,459   10,500,270
   BATON ROUGE                    LA

SHERWOOD ACRES APARTMENTS                             3,906,900    15,627,597       140,132    3,906,900     15,767,729   19,674,629
   BATON ROUGE                    LA

WILLOW BEND LAKE APARTMENTS                           2,930,484    11,721,937        84,873    2,930,484     11,806,810   14,737,294
   BATON ROUGE                    LA

DEERHORN VILLAGE APARTMENTS                           1,292,778     5,171,112       333,278    1,292,778      5,504,390    6,797,168
   KANSAS CITY                    MO

CARDINAL WOODS APARTMENTS                             1,435,783     5,726,132       145,314    1,435,783      5,871,446    7,307,229
   CARY                           NC
</TABLE>


<TABLE>
<CAPTION>
       COLUMN A                                COLUMN F      COLUMN G       COLUMN H      COLUMN I
       --------                                --------      --------       --------      --------
                                      
                                                                                          LIFE ON
                                                                                           WHICH
                                                                                        DEPRECIATED
                                                                                         IN LATEST
                                            ACCUMULATED      DATE OF          DATE         INCOME
     DESCRIPTION                            DEPRECIATION   CONSTRUCTION     ACQUIRED      STATEMENT
     -----------                            ------------   ------------     --------      ---------
<S>                                         <C>            <C>            <C>             <C>     
TARA APARTMENTS                               323,422           1970           1996       40 Years
   ATHENS                         GA

REGENCY CLUB APARTMENTS                       276,705           1980           1996       40 Years
   EVANSVILLE                     IN

FOREST HILLS APARTMENTS                       252,036           1974           1997       40 Years
   INDIANAPOLIS                   IN

HAWTHORNE HEIGHTS APTS                        450,156           1965           1996       40 Years
   INDIANAPOLIS                   IN

JAMESTOWN APARTMENTS                          685,698           1967           1991       40 Years
   LEXINGTON                      KY

SADDLEBROOK APARTMENTS                        809,352           1969           1995       40 Years
   LEXINGTON                      KY

CHARLESTOWN @ DOUGLASS HILLS                  780,972           1974           1993       40 Years
   LOUISVILLE                     KY

LA FONTENAY APARTMENTS                        963,981           1970           1992       40 Years
   LOUISVILLE                     KY

POPLAR LEVEL APARTMENTS                       266,849           1974           1991       40 Years
   LOUISVILLE                     KY

RIVERCHASE APARTMENTS                         190,391           1968           1996       40 Years
   NEWPORT                        KY

FORESTWOOD APARTMENTS                         442,614           1985           1996       40 Years
   BATON ROUGE                    LA

SHERWOOD ACRES APARTMENTS                     846,789      1978-1979           1996       40 Years
   BATON ROUGE                    LA

WILLOW BEND LAKE APARTMENTS                   610,704           1986           1996       40 Years
   BATON ROUGE                    LA

DEERHORN VILLAGE APARTMENTS                   506,242           1974           1995       40 Years
   KANSAS CITY                    MO

CARDINAL WOODS APARTMENTS                     187,388           1978           1997       40 Years
   CARY                           NC
</TABLE>



                                      F-25
<PAGE>   64

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
      COLUMN A                         COLUMN B            COLUMN C           COLUMN D                 COLUMN E                
      --------                         --------            --------           --------                 --------                
                                                                                COST
                                                                             CAPITALIZED                                       
                                                                            SUBSEQUENT TO     GROSS AMOUNT AT WHICH CARRIED    
                                                    INITIAL COST TO COMPANY  ACQUISITION        AT THE CLOSE OF THE PERIOD     
                                                      --------------------  -------------       --------------------------     
                                                               BUILDING &                              BUILDING &              
     DESCRIPTION                     ENCUMBRANCES     LAND    IMPROVEMENTS  IMPROVEMENTS    LAND      IMPROVEMENTS    TOTAL    
     -----------                     ------------     ----    ------------  ------------    ----      ------------    -----    
<S>                                  <C>            <C>       <C>           <C>            <C>        <C>           <C>        

POLO RUN APARTMENTS                    4,665,137    4,331,230    8,413,395       26,740    4,331,230    8,440,135   12,771,365 
   RALEIGH                         NC

MEADOW EAST APARTMENTS                                 86,407    1,467,282      475,011       86,407    1,942,293    2,028,700 
   POTSDAM                         NY

MOHAWK GARDEN APARTMENTS                              163,235    1,135,660    1,702,889      163,235    2,838,549    3,001,784 
   ROME                            NY

NORTHGATE APARTMENTS                   7,477,107    1,513,498    9,297,201       89,980    1,513,498    9,387,181   10,900,679 
   COLUMBUS                        OH

SPRING CREEK APARTMENTS                             1,455,271    9,082,352       94,502    1,455,271    9,176,854   10,632,125 
   COLUMBUS                        OH

ARLINGTON VILLAGE APARTMENTS                        1,065,284    4,269,138      178,642    1,065,284    4,447,780    5,513,064 
   FAIRBORN                        OH

CHESTERFIELD APARTMENTS                               179,109    1,449,156      383,446      179,109    1,832,602    2,011,711 
   MAUMEE                          OH

EASTGREEN ON THE COMMONS APARTMENTS    5,992,763    1,142,888    7,648,557      107,445    1,142,888    7,756,002    8,898,890 
   REYNOLDSBURG                    OH

GOLDCREST APARTMENTS                                1,133,355    4,533,416      118,704    1,133,355    4,652,120    5,785,475 
   SHARONVILLE                     OH

CAMBRIDGE PARK APTS                                 1,223,582    4,894,326      137,271    1,223,582    5,031,597    6,255,179 
   UNION TWP-CINN                  OH

GOVERNOUR'S PLACE APARTMENTS                          626,807    2,507,226      143,776      626,807    2,651,002    3,277,809 
   HARRISBURG                      PA

HARBOUR LANDING APARTMENTS                          1,141,954    4,567,815      170,235    1,141,954    4,738,050    5,880,004 
   COLUMBIA                        SC

SEDGEFIELD APARTMENTS                               1,550,734    6,211,936      266,388    1,550,734    6,478,324    8,029,058 
   FLORENCE                        SC

TURTLE CREEK APARTMENTS                               984,565    3,954,261       54,519      984,565    4,008,780    4,993,345 
   GREENVILLE                      SC

HICKORY LAKE APARTMENTS                             1,369,251    5,483,004      816,699    1,369,251    6,299,703    7,668,954 
   ANTIOCH                         TN
</TABLE>


<TABLE>
<CAPTION>
      COLUMN A                            COLUMN F      COLUMN G    COLUMN H    COLUMN I
      --------                            --------      --------    --------    --------
                                     
                                                                                LIFE ON
                                                                                 WHICH
                                                                               DEPRECIATED
                                                                                IN LATEST
                                         ACCUMULATED    DATE OF       DATE       INCOME
     DESCRIPTION                        DEPRECIATION  CONSTRUCTION  ACQUIRED    STATEMENT
     -----------                        ------------  ------------  --------    ---------
<S>                                     <C>           <C>           <C>         <C>     

POLO RUN APARTMENTS                         61,642         1971         1998     40 Years
   RALEIGH                         NC

MEADOW EAST APARTMENTS                     757,735    1964-1971         1983     40 Years
   POTSDAM                         NY

MOHAWK GARDEN APARTMENTS                 1,267,708         1947         1985     40 Years
   ROME                            NY

NORTHGATE APARTMENTS                       118,532         1970         1998     40 Years
   COLUMBUS                        OH

SPRING CREEK APARTMENTS                    337,136         1985         1997     40 Years
   COLUMBUS                        OH

ARLINGTON VILLAGE APARTMENTS               504,259         1966         1994     40 Years
   FAIRBORN                        OH

CHESTERFIELD APARTMENTS                    359,159    1979-1984         1991     40 Years
   MAUMEE                          OH

EASTGREEN ON THE COMMONS APARTMENTS        173,710    1971,1982         1998     40 Years
   REYNOLDSBURG                    OH

GOLDCREST APARTMENTS                       263,268         1968         1996     40 Years
   SHARONVILLE                     OH

CAMBRIDGE PARK APTS                        286,760         1973         1996     40 Years
   UNION TWP-CINN                  OH

GOVERNOUR'S PLACE APARTMENTS               250,650         1974         1995     40 Years
   HARRISBURG                      PA

HARBOUR LANDING APARTMENTS                 409,409         1974         1995     40 Years
   COLUMBIA                        SC

SEDGEFIELD APARTMENTS                      749,295   1972,74,79         1994     40 Years
   FLORENCE                        SC

TURTLE CREEK APARTMENTS                    260,602         1976         1996     40 Years
   GREENVILLE                      SC

HICKORY LAKE APARTMENTS                    858,210         1974         1993     40 Years
   ANTIOCH                         TN
</TABLE>



                                      F-26
<PAGE>   65

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
       COLUMN A                         COLUMN B               COLUMN C      COLUMN D                       COLUMN E                
       --------                         --------               --------      --------                       --------                
                                                                              COST
                                                                           CAPITALIZED                                              
                                                                           SUBSEQUENT TO     GROSS AMOUNT AT WHICH CARRIED AT THE   
                                                INITIAL COST TO COMPANY    ACQUISITION               CLOSE OF THE PERIOD            
                                                -----------------------   -------------     ----------------------------------------
                                                              BUILDING &                                   BUILDING &               
     DESCRIPTION               ENCUMBRANCES      LAND        IMPROVEMENTS  IMPROVEMENTS        LAND       IMPROVEMENTS      TOTAL   
     -----------               ------------      ----        ------------  ------------        ----       ------------      -----   
<S>                            <C>             <C>           <C>           <C>              <C>           <C>             <C>       
COURTS @ WATERFORD PLACE                        2,745,404     10,982,373        205,987      2,745,404     11,188,360     13,933,764
   CHATTANOOGA               TN

ASHFORD PLACE APARTMENTS                        1,150,270      4,611,080        689,744      1,150,270      5,300,824      6,451,094
   CLARKSVILLE               TN

CEDAR VILLAGE APARTMENTS                          806,355      3,230,420        159,051        806,355      3,389,471      4,195,826
   CLARKSVILLE               TN

PADDOCK PLACE APARTMENTS                        1,358,400      5,437,602        106,963      1,358,400      5,544,565      6,902,965
   CLARKSVILLE               TN

THE PINES APARTMENTS                              918,769      3,679,074        126,037        918,769      3,805,111      4,723,880
   CLARKSVILLE               TN

LANDMARK ESTATES APARTMENTS                       476,624      1,906,284        124,424        476,624      2,030,708      2,507,332
   EAST RIDGE                TN

MILLER CREST APARTMENTS                           747,155      3,025,619        126,915        747,155      3,152,534      3,899,689
   JOHNSON CITY              TN

CEDAR BLUFF APARTMENTS                          1,273,023      5,269,532        102,202      1,273,023      5,371,734      6,644,757
   KNOXVILLE                 TN

COUNTRY PLACE APARTMENTS                        1,896,828      7,587,313        115,743      1,896,828      7,703,056      9,599,884
   NASHVILLE                 TN

WOODBRIDGE APARTMENTS                           1,594,214      6,376,854        112,890      1,594,214      6,489,744      8,083,958
   NASHVILLE                 TN


    RETAIL AND OTHER
-----------------------

CLOVERDALE VILLAGE                                634,152      2,536,606          7,304        634,152      2,543,910      3,178,062
   FLORENCE                  AL

 SHOPPING CENTER                 5,900,893      1,927,069      7,708,274                     1,927,069      7,708,274      9,635,343
    GADSDEN                  AL

 GRANT MILLS STATION             8,234,050      2,774,919     11,099,675                     2,774,919     11,099,675     13,874,594
    IRONDALE                 AL
</TABLE>


<TABLE>
<CAPTION>
       COLUMN A                     COLUMN F      COLUMN G        COLUMN H       COLUMN I
       --------                     --------      --------        --------       --------
                               
                                                                                 LIFE ON
                                                                                  WHICH
                                                                                DEPRECIATED
                                                                                 IN LATEST
                                  ACCUMULATED      DATE OF          DATE          INCOME
     DESCRIPTION                  DEPRECIATION   CONSTRUCTION     ACQUIRED       STATEMENT
     -----------                  ------------   ------------     --------       ---------
<S>                               <C>            <C>            <C>             <C>     
COURTS @ WATERFORD PLACE              582,335        1988,89           1996       40 Years
   CHATTANOOGA               TN

ASHFORD PLACE APARTMENTS              740,205      1972-1974           1993       40 Years
   CLARKSVILLE               TN

CEDAR VILLAGE APARTMENTS              389,854           1982           1994       40 Years
   CLARKSVILLE               TN

PADDOCK PLACE APARTMENTS              623,147           1989           1994       40 Years
   CLARKSVILLE               TN

THE PINES APARTMENTS                  437,044           1986           1994       40 Years
   CLARKSVILLE               TN

LANDMARK ESTATES APARTMENTS           119,993           1971           1996       40 Years
   EAST RIDGE                TN

MILLER CREST APARTMENTS               203,735           1973           1996       40 Years
   JOHNSON CITY              TN

CEDAR BLUFF APARTMENTS                358,636           1980           1996       40 Years
   KNOXVILLE                 TN

COUNTRY PLACE APARTMENTS              532,660           1979           1996       40 Years
   NASHVILLE                 TN

WOODBRIDGE APARTMENTS                 367,698           1980           1996       40 Years
   NASHVILLE                 TN


    RETAIL AND OTHER
-----------------------

CLOVERDALE VILLAGE                    268,309           1986           1994       40 Years
   FLORENCE                  AL

 SHOPPING CENTER                       49,226           1995           1997       40 Years
    GADSDEN                  AL

 GRANT MILLS STATION                   70,884           1991           1998       40 Years
    IRONDALE                 AL
</TABLE>



                                      F-27
<PAGE>   66
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998


<TABLE>
<CAPTION>
       COLUMN A                              COLUMN B              COLUMN C                  COLUMN D           COLUMN E
       --------                              --------              --------                  --------           --------
                                                                                               COST           GROSS AMOUNT AT
                                                                                            CAPITALIZED        WHICH CARRIED
                                                                                           SUBSEQUENT TO      AT THE CLOSE OF
                                                            INITIAL COST TO COMPANY         ACQUISITION         THE PERIOD
                                                          ----------------------------     -------------     ----------------
                                                                           BUILDING &                                 
     DESCRIPTION                          ENCUMBRANCES        LAND        IMPROVEMENTS     IMPROVEMENTS             LAND    
     -----------                          ------------    -----------     ------------     ------------      ----------------  
<S>                                <C>    <C>             <C>             <C>              <C>                   <C>        

 KROGER BUILDING                                              100,522         402,090                            100,522  
    MUSCLE SHOALS                   AL                                                                                    
                                                                                                                          
 SUPER X BUILDING                                             420,599       1,682,396                            420,599  
    MUSCLE SHOALS                   AL                                                                                    
                                                                                                                          
 KROGER BUILDING                                              361,715       1,446,862                            361,715  
    SCOTTSBORO                      AL                                                                                    
                                                                                                                          
 PAYTON PARK                                                3,443,397      13,773,587                          3,443,397  
    SYLACAUGA                       AL                                                                                    
                                                                                                                          
 KMART BUILDING                                               479,587       1,918,349                            479,587  
    PINE BLUFF                      AR                                                                                    
                                                                                                                          
 SAFEWAY BUILDING                                             400,418       1,601,671                            400,418  
    SHERWOOD                        AR                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            2,756,404      11,025,615          23,023          2,756,404  
    GLENDALE                        AZ                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            1,141,294       4,565,176           4,875          1,141,294  
    MESA                            AZ                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            1,644,853       6,579,414          23,291          1,644,853  
    MESA                            AZ                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            1,147,194       4,588,778                          1,147,194  
    MESA                            AZ                                                                                    
                                                                                                                          
 LUCKY BUILDING                                               238,562         954,249                            238,562  
    MESA                            AZ                                                                                    
                                                                                                                          
 LUCKY BUILDING                                               291,736       1,166,943                            291,736  
    PHOENIX                         AZ                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            4,897,702      19,590,808                          4,897,702  
    PHOENIX                         AZ                                                                                    
                                                                                                                          
 Q-CLUB BUILDING                                            1,790,145       7,160,581                          1,790,145  
    PHOENIX                         AZ                                                                                    
                                                                                                                          
 GENETRIX BUILDING                                            481,110       1,924,439                            481,110  
    SCOTTSDALE                      AZ                                                                                    
                                                                                                                          
</TABLE>


<TABLE>
<CAPTION>
       COLUMN A                                    COLUMN E                 COLUMN F      COLUMN G         COLUMN H      COLUMN I
       --------                                    --------                 --------      --------         --------        --------
                                                GROSS AMOUNT AT
                                                 WHICH CARRIED                                                            LIFE ON
                                                 AT THE CLOSE OF                                                           WHICH
                                                   THE PERIOD                                                            DEPRECIATED
                                           -----------------------------                                                 IN LATEST
                                           BUILDING &                      ACCUMULATED      DATE OF           DATE         INCOME
     DESCRIPTION                           IMPROVEMENTS         TOTAL      DEPRECIATION   CONSTRUCTION     ACQUIRED      STATEMENT
     -----------                          ---------------    -----------   ------------   ------------     --------      ---------
<S>                                <C>    <C>                <C>           <C>            <C>            <C>            <C>     

 KROGER BUILDING                                402,090          502,612           2,568       1982           1998        40 years
    MUSCLE SHOALS                   AL                                                                                
                                                                                                                      
 SUPER X BUILDING                             1,682,396        2,102,995          10,744       1982           1998        40 years
    MUSCLE SHOALS                   AL                                                                                
                                                                                                                      
 KROGER BUILDING                              1,446,862        1,808,577           9,240       1981           1998        40 years
    SCOTTSBORO                      AL                                                                                
                                                                                                                      
 PAYTON PARK                                 13,773,587       17,216,984          87,960       1995           1998        40 Years
    SYLACAUGA                       AL                                                                                
                                                                                                                      
 KMART BUILDING                               1,918,349        2,397,937          12,251       1981           1998        40 years
    PINE BLUFF                      AR                                                                                
                                                                                                                      
 SAFEWAY BUILDING                             1,601,671        2,002,088          10,229       1981           1998        40 years
    SHERWOOD                        AR                                                                                
                                                                                                                      
 SHOPPING CENTER                             11,048,638       13,805,042          71,871      1989-91         1998        40 Years
    GLENDALE                        AZ                                                                                
                                                                                                                      
 SHOPPING CENTER                              4,570,051        5,711,345          29,305       1981           1998        40 years
    MESA                            AZ                                                                                
                                                                                                                      
 SHOPPING CENTER                              6,602,705        8,247,558          29,154      1986-97         1998        40 years
    MESA                            AZ                                                                                
                                                                                                                      
 SHOPPING CENTER                              4,588,778        5,735,972          43,182       1970           1998        40 Years
    MESA                            AZ                                                                                
                                                                                                                      
 LUCKY BUILDING                                 954,249        1,192,811           6,094       1982           1998        40 years
    MESA                            AZ                                                                                
                                                                                                                      
 LUCKY BUILDING                               1,166,943        1,458,679           7,452       1981           1998        40 years
    PHOENIX                         AZ                                                                                
                                                                                                                      
 SHOPPING CENTER                             19,590,808       24,488,510         125,110       1988           1998        40 Years
    PHOENIX                         AZ                                                                                
                                                                                                                      
 Q-CLUB BUILDING                              7,160,581        8,950,727          45,729       1994           1998        40 years
    PHOENIX                         AZ                                                                                
                                                                                                                      
 GENETRIX BUILDING                            1,924,439        2,405,549          12,290       1971           1998        40 years
    SCOTTSDALE                      AZ                                                                                
                                                                                                                      
</TABLE>



                                      F-28

<PAGE>   67

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
       COLUMN A                              COLUMN B              COLUMN C                 COLUMN D            COLUMN E
       --------                              --------              --------                --------             --------
                                                                                             COST            GROSS AMOUNT AT
                                                                                          CAPITALIZED         WHICH CARRIED
                                                                                          SUBSEQUENT TO       AT THE CLOSE OF
                                                            INITIAL COST TO COMPANY       ACQUISITION           THE PERIOD
                                                          ----------------------------   -------------       ----------------
                                                                           BUILDING &                                  
     DESCRIPTION                          ENCUMBRANCES        LAND        IMPROVEMENTS   IMPROVEMENTS             LAND     
     -----------                          ------------    -----------     ------------   ------------        ----------------
<S>                                <C>    <C>             <C>              <C>            <C>                <C>         


 Q-CLUB BUILDING                                            1,803,264       7,213,058                           1,803,264   
    SCOTTSDALE                      AZ                                                                                 
                                                                                                                       
 SHOPPING CENTER AND OUTPARCELS                             4,616,918      12,132,112         105,314           4,637,981   
    TUCSON                          AZ                                                                                 
                                                                                                                       
 PAYLESS DRUG BUILDING                                        188,103         752,413                             188,103   
    YUMA                            AZ                                                                                 
                                                                                                                       
 SHOPPING CENTER                                            4,930,278      19,721,111                           4,930,278   
    BAKERSFIELD                     CA                                                                                 
                                                                                                                       
FACTORY MERCHANTS BARSTOW                    9,433,158      5,730,337      22,936,349      12,971,577           5,730,337   
   BARSTOW                          CA                                                                                 
                                                                                                                       
 SONY BUILDING                                              1,107,834       4,431,334                           1,107,834   
    BURBANK                         CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                                            1,798,908       7,195,630                           1,798,908   
    CAMARILLO                       CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                                              263,529       1,054,118                             263,529   
    COACHELLA                       CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                                            1,789,646       7,158,585                           1,789,646   
    CUDAHY                          CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                                            4,211,313      16,845,251                           4,211,313   
    FRESNO                          CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                                            2,685,183      10,740,732                           2,685,183   
    FRESNO                          CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                             1,338,539      1,547,385       6,189,539                           1,547,385   
    MODESTO                         CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                             9,451,696      5,395,666      21,582,666                           5,395,666   
    MONTEBELLO                      CA                                                                                 
                                                                                                                       
 SHOPPING CENTER                             2,975,152      1,590,666       6,362,665                           1,590,666   
    PARADISE                        CA                                                                                 
                                                                                                                       
 ROSE PAVILION                                             10,907,446      43,629,782                          10,907,446   
</TABLE>


<TABLE>
<CAPTION>
       COLUMN A                                  COLUMN E                COLUMN F      COLUMN G       COLUMN H         COLUMN I
       --------                       -------------------------------    --------      --------       --------         --------
                                              GROSS AMOUNT AT
                                               WHICH CARRIED                                                          LIFE ON
                                              AT THE CLOSE OF                                                          WHICH
                                                THE PERIOD                                                            DEPRECIATED
                                      -------------------------------                                                IN LATEST
                                        BUILDING &                      ACCUMULATED      DATE OF           DATE         INCOME
     DESCRIPTION                        IMPROVEMENTS         TOTAL      DEPRECIATION   CONSTRUCTION     ACQUIRED      STATEMENT
     -----------                       ---------------    -----------   ------------   ------------     --------      ---------
<S>                             <C>    <C>                <C>           <C>            <C>            <C>             <C>     


 Q-CLUB BUILDING                           7,213,058        9,016,322          46,064       1994           1998        40 years
    SCOTTSDALE                   AZ                                                                                
                                                                                                                   
 SHOPPING CENTER AND OUTPARCELS           12,216,364       16,854,345          77,477      1995/96         1998        40 Years
    TUCSON                       AZ                                                                                
                                                                                                                   
 PAYLESS DRUG BUILDING                       752,413          940,516           4,805       1980           1998        40 years
    YUMA                         AZ                                                                                
                                                                                                                   
 SHOPPING CENTER                          19,721,111       24,651,389         125,942       1970           1998        40 Years
    BAKERSFIELD                  CA                                                                                
                                                                                                                   
FACTORY MERCHANTS BARSTOW                 35,907,926       41,638,263       4,816,983       1989           1993        40 Years
   BARSTOW                       CA                                                                                
                                                                                                                   
 SONY BUILDING                             4,431,334        5,539,168          28,299       1988           1998        40 years
    BURBANK                      CA                                                                                
                                                                                                                   
 SHOPPING CENTER                           7,195,630        8,994,538          45,952       1971           1998        40 Years
    CAMARILLO                    CA                                                                                
                                                                                                                   
 SHOPPING CENTER                           1,054,118        1,317,647           6,732       1991           1998        40 Years
    COACHELLA                    CA                                                                                
                                                                                                                   
 SHOPPING CENTER                           7,158,585        8,948,231          45,716       1968           1998        40 Years
    CUDAHY                       CA                                                                                
                                                                                                                   
 SHOPPING CENTER                          16,845,251       21,056,564         104,244       1993           1998        40 Years
    FRESNO                       CA                                                                                
                                                                                                                   
 SHOPPING CENTER                          10,740,732       13,425,915          68,592       1995           1998        40 Years
    FRESNO                       CA                                                                                
                                                                                                                   
 SHOPPING CENTER                           6,189,539        7,736,924          39,527       1974           1998        40 Years
    MODESTO                      CA                                                                                
                                                                                                                   
 SHOPPING CENTER                          21,582,666       26,978,332         137,830       1974           1998        40 Years
    MONTEBELLO                   CA                                                                                
                                                                                                                   
 SHOPPING CENTER                           6,362,665        7,953,331          40,633       1979           1998        40 Years
    PARADISE                     CA                                                                                
                                                                                                                   
 ROSE PAVILION                            43,629,782       54,537,228         278,626       1987           1998        40 Years
</TABLE>


                                      F-29

<PAGE>   68

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
       COLUMN A                              COLUMN B              COLUMN C                  COLUMN D          COLUMN E
       --------                              --------              --------                  --------          --------
                                                                                               COST          GROSS AMOUNT AT
                                                                                            CAPITALIZED       WHICH CARRIED
                                                                                           SUBSEQUENT TO     AT THE CLOSE OF
                                                            INITIAL COST TO COMPANY         ACQUISITION         THE PERIOD
                                                          ----------------------------     -------------     ----------------
                                                                           BUILDING &                                  
     DESCRIPTION                          ENCUMBRANCES        LAND        IMPROVEMENTS     IMPROVEMENTS            LAND     
     -----------                          ------------    -----------     ------------     ------------         ---------   
<S>                                <C>    <C>             <C>              <C>              <C>                 <C>       

    PLEASANTON                      CA                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            5,644,689      22,578,755                           5,644,689 
    PLEASANTON                      CA                                                                                    
                                                                                                                          
 SHOPPING CENTER                             7,325,334      4,126,349      16,505,395                           4,126,349 
    SAN DIMAS                       CA                                                                                    
                                                                                                                          
 OFFICE BUILDING                             1,817,614        497,018       1,988,071                             497,018 
    SAN DIEGO                       CA                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            2,698,044      10,792,177         159,225           2,729,889 
 SANTA ANA                          CA                                                                                    
                                                                                                                          
 VAIL RANCH                                                 2,526,921      10,107,685          16,457           2,526,921 
    TEMECULA                        CA                                                                                    
                                                                                                                          
 UNITED ARTISTS                                               138,121         552,486                             138,121 
    PUEBLO                          CO                                                                                    
                                                                                                                          
 SHOPPING CENTER                            29,864,073     11,773,584      47,094,336                          11,773,584 
    WESTMINSTER                     CO                                                                                    
                                                                                                                          
DOVERAMA @ RODNEY VILLAGE                                      50,755         311,781                              50,755 
   DOVER                            DE                                                                                    
                                                                                                                          
RODNEY VILLAGE                                              1,202,551       2,082,918       2,304,609           1,202,551 
   DOVER                            DE                                                                                    
                                                                                                                          
 KASH N' KARRY BUILDING                                       382,230       1,528,921                             382,230 
    BRANDON                         FL                                                                                    
                                                                                                                          
 SHOPPING CENTER                                            2,636,455      10,545,820                           2,636,455 
    BROOKSVILLE                     FL                                                                                    
                                                                                                                          
 SHOPPING CENTER                                           10,361,312      41,445,247         278,033          10,361,312 
    CLEARWATER                      FL                                                                                    
                                                                                                                          
 SHOPPING CENTER                             8,815,024      2,841,040      11,364,160          11,410           2,841,040 
    DELAND                          FL                                                                                    
                                                                                                                          
REGENCY PARK SHOPPING CENTER                                3,888,425      15,553,501          36,703           3,888,425 
   JACKSONVILLE                     FL                                                                                    
</TABLE>



<TABLE>
<CAPTION>
       COLUMN A                                  COLUMN E                 COLUMN F      COLUMN G       COLUMN H         COLUMN I
       --------                                  --------                 --------      --------       --------         --------
                                              GROSS AMOUNT AT
                                               WHICH CARRIED                                                           LIFE ON
                                               AT THE CLOSE OF                                                          WHICH
                                                 THE PERIOD                                                           DEPRECIATED
                                        ------------------------------                                                IN LATEST
                                         BUILDING &                      ACCUMULATED      DATE OF           DATE         INCOME
     DESCRIPTION                         IMPROVEMENTS         TOTAL      DEPRECIATION   CONSTRUCTION     ACQUIRED      STATEMENT
     -----------                        ---------------    -----------   ------------   ------------     --------      ---------
<S>                                <C>  <C>                <C>           <C>            <C>            <C>             <C>     

    PLEASANTON                      CA                                                                              
                                                                                                                    
 SHOPPING CENTER                           22,578,755       28,223,444         144,191      1995-96         1998        40 Years
    PLEASANTON                      CA                                                                              
                                                                                                                    
 SHOPPING CENTER                           16,505,395       20,631,744         105,406      1986-88         1997        40 Years
    SAN DIMAS                       CA                                                                              
                                                                                                                    
 OFFICE BUILDING                            1,988,071        2,485,089          12,696       1988           1998        40 years
    SAN DIEGO                       CA                                                                              
                                                                                                                    
 SHOPPING CENTER                           10,919,557       13,649,446          70,115       1972           1998        40 Years
 SANTA ANA                          CA                                                                              
                                                                                                                    
 VAIL RANCH                                10,124,142       12,651,063          64,549       1997           1998        40 Years
    TEMECULA                        CA                                                                              
                                                                                                                    
 UNITED ARTISTS                               552,486          690,607           3,528       1977           1998        40 Years
    PUEBLO                          CO                                                                              
                                                                                                                    
 SHOPPING CENTER                           47,094,336       58,867,920         300,751       1996           1998        40 Years
    WESTMINSTER                     CO                                                                              
                                                                                                                    
DOVERAMA @ RODNEY VILLAGE                     311,781          362,536          78,948       1969           1988        40 Years
   DOVER                            DE                                                                              
                                                                                                                    
RODNEY VILLAGE                              4,387,527        5,590,078       3,295,179       1959           1969        40 Years
   DOVER                            DE                                                                              
                                                                                                                    
 KASH N' KARRY BUILDING                     1,528,921        1,911,151           9,764       1982           1998        40 Years
    BRANDON                         FL                                                                              
                                                                                                                    
 SHOPPING CENTER                           10,545,820       13,182,275          67,348       1987           1998        40 years
    BROOKSVILLE                     FL                                                                              
                                                                                                                    
 SHOPPING CENTER                           41,723,280       52,084,592         264,675       1973           1998        40 Years
    CLEARWATER                      FL                                                                              
                                                                                                                    
 SHOPPING CENTER                           11,375,570       14,216,610          72,873       1993           1998        40 years
    DELAND                          FL                                                                              
                                                                                                                    
REGENCY PARK SHOPPING CENTER               15,590,204       19,478,629         578,421       1985           1997        40 Years
   JACKSONVILLE                     FL                                                                              
</TABLE>



                                      F-30

<PAGE>   69
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                          COLUMN B                 COLUMN C                  COLUMN D         COLUMN E
                  --------                          --------                 --------                  --------         --------

                                                                                                        Cost          Gross Amount
                                                                                                     Capitalized    at Which Carried
                                                                                                     Subsequent to    at the Close  
                                                                          Initial Cost to Company     Acquisition     of the Period 
                                                                                                                                    
                                                                                      Building &                                    
                 Description                     Encumbrances             Land       Improvements     Improvements       Land       
                 -----------                     ------------             ----       ------------     ------------       ----       
<S>                                             <C>     <C>             <C>          <C>              <C>              <C>          
 SHOPPING CENTER                                                        1,482,042       5,928,169                      1,482,042    
    LAKE WALES                                  FL                                                                 

 SHOPPING CENTER                                                        1,051,639       4,206,554                      1,051,639    
    LEESBURG                                    FL

 SHOPPING CENTER                                                        5,273,959      21,095,835                      5,273,959    
    MIAMI                                       FL

 SHOPPING CENTER                                                        3,208,554      12,834,215                      3,208,554    
    NAPLES                                      FL

SOUTHGATE SHOPPING CENTER                                               4,253,341       3,981,290          10,621      4,253,341    
   NEW PORT RICHIE                              FL

PRESIDENTIAL PLAZA                                                      1,312,956       2,456,917         113,551      1,312,956    
   NORTH LAUDERDALE                             FL

PRESIDENTIAL PLAZA WEST                                                   437,485         812,473          13,147        437,485    
   NORTH LAUDERDALE                             FL

COLONIAL MARKETPLACE                                     4,137,254      2,524,647       3,504,446                      2,524,647    
   ORLANDO                                      FL

 23RD STATION                                                           1,776,768       7,107,073          26,750      1,776,768    
    PANAMA CITY                                 FL

RIVERWOOD SHOPPING CENTER                                               2,243,023       1,500,580           8,960      2,243,023    
   PORT ORANGE                                  FL

SEMINOLE PLAZA                                                          2,128,480       2,215,356                      2,128,480    
   SEMINOLE                                     FL

ST AUGUSTINE OUTLET CENTER                                  55,716      4,488,742      14,426,139      10,222,860      4,488,742    
   ST. AUGUSTINE                                FL

RUTLAND PLAZA                                                           1,443,294       5,773,175         100,169      1,443,294    
   ST. PETERSBURG                               FL

ALBANY PLAZA                                                              696,447       2,799,786         148,167        696,447    
   ALBANY                                       GA

 KMART BUILDING                                                           460,000       1,840,000                        460,000    
    ALBANY                                      GA
</TABLE>


<TABLE>
<CAPTION>
                  COLUMN A                                  COLUMN E                 COLUMN F    COLUMN G      COLUMN H  COLUMN I
                  --------                                  --------                 --------    --------      --------  --------

                                                
                                                        Gross Amount at                                                Life on
                                                      Which Carried at the                                              Which
                                                      Close of the Period                                            Depreciated
                                                                                                                       in Latest
                                                   Building &                       Accumulated   Date of      Date     Income
                 Description                      Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                      ------------        -----        ------------ ------------ --------  ---------
<S>                                               <C>                <C>           <C>          <C>          <C>      <C>
 SHOPPING CENTER                                    5,928,169        7,410,212          37,858    1994        1998     40 years
    LAKE WALES                                  

 SHOPPING CENTER                                    4,206,554        5,258,193          26,864    1986        1998     40 Years
    LEESBURG                                    

 SHOPPING CENTER                                   21,095,835       26,369,794         134,721    1996        1998     40 Years
    MIAMI                                       

 SHOPPING CENTER                                   12,834,215       16,042,768          81,961    1995        1998     40 Years
    NAPLES                                      

SOUTHGATE SHOPPING CENTER                           3,991,911        8,245,252         120,983    1966        1997     40 Years
   NEW PORT RICHIE                              

PRESIDENTIAL PLAZA                                  2,570,468        3,883,424         109,729    1977        1997     40 Years
   NORTH LAUDERDALE                             

PRESIDENTIAL PLAZA WEST                               825,620        1,263,105          34,914    1977        1997     40 Years
   NORTH LAUDERDALE                             

COLONIAL MARKETPLACE                                3,504,446        6,029,093          62,058   1979,86      1998     40 Years
   ORLANDO                                      

 23RD STATION                                       7,133,823        8,910,592          46,501    1986        1998     40 Years
    PANAMA CITY                                 

RIVERWOOD SHOPPING CENTER                           1,509,540        3,752,563          48,515  1984,1996     1997     40 Years
   PORT ORANGE                                  

SEMINOLE PLAZA                                      2,215,356        4,343,836          36,923    1964        1998     40 Years
   SEMINOLE                                     

ST AUGUSTINE OUTLET CENTER                         24,648,999       29,137,741       4,395,210    1991        1992     40 Years
   ST. AUGUSTINE                                

RUTLAND PLAZA                                       5,873,344        7,316,638         312,166    1964        1996     40 Years
   ST. PETERSBURG                               

ALBANY PLAZA                                        2,947,953        3,644,400         335,831    1968        1994     40 Years
   ALBANY                                       

 KMART BUILDING                                     1,840,000        2,300,000          11,751    1981        1998     40 years
    ALBANY                                      
</TABLE>



                                      F-31
<PAGE>   70


               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                     COLUMN B                 COLUMN C                  COLUMN D           COLUMN E
                  --------                     --------                 --------                  --------           --------

                                                                                                    Cost            Gross Amount
                                                                                                Capitalized       at Which Carried
                                                                                                Subsequent to       at the Close
                                                                     Initial Cost to Company     Acquisition       of the Period
                                                                                                                              
                                                                                 Building &                                   
                 Description                Encumbrances             Land       Improvements     Improvements       Land      
                 -----------                ------------             ----       ------------     ------------       ----      
<S>                                        <C>     <C>             <C>          <C>              <C>              <C>         
SOUTHGATE PLAZA - ALBANY                                             231,517         970,811         107,751        231,517   
   ALBANY                                  GA

 KROGER BUILDING                                                     328,805       1,315,221                        328,805   
    EAST ALBANY                            GA

 RITE AID BUILDING                                                    90,794         363,175                         90,794   
    EAST ALBANY                            GA

EASTGATE PLAZA  - AMERICUS                                           221,637       1,036,331         108,166        221,637   
   AMERICUS                                GA

PERLIS PLAZA                                                         774,966       5,301,644         561,117        774,966   
   AMERICUS                                GA

ROGERS PLAZA                                                         291,014         688,590         110,593        291,014   
   ASHBURN                                 GA

 SHOPPING CENTER                                                     629,345       2,517,379                        629,345   
    ATLANTA                                GA

SWEETWATER VILLAGE                                                   707,938       2,831,750          13,405        707,938   
   AUSTELL                                 GA

CEDAR PLAZA                                                          928,302       3,713,207          50,395        928,302   
   CEDARTOWN                               GA

CEDARTOWN SHOPPING CENTER                                            745,006       3,266,424          84,289        745,006   
   CEDARTOWN                               GA

CORDELE SQUARE                                                       864,335       3,457,337         407,896        864,335   
   CORDELE                                 GA

MR B'S                                                               166,047         154,140           7,880        166,047   
   CORDELE                                 GA

SOUTHGATE PLAZA - CORDELE                                            202,682         958,998         154,037        202,682   
   CORDELE                                 GA

HABERSHAM VILLAGE                                                  1,301,643       4,340,422         725,184      1,301,643   
   CORNELIA                                GA

 SHOPPING CENTER                                    4,054,935      1,530,136       6,120,543                      1,530,136   
</TABLE>

<TABLE>
<CAPTION>
                  COLUMN A                                COLUMN E                  COLUMN F    COLUMN G      COLUMN H  COLUMN I
                  --------                                --------                  --------    --------      --------  --------

                                               
                                                       Gross Amount at                                                  Life on
                                                     Which Carried at the                                                 Which
                                                     Close of the Period                                               Depreciated
                                                                                                                       in Latest
                                                   Building &                       Accumulated   Date of      Date     Income
                 Description                      Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                      ------------        -----        ------------ ------------ --------  ---------
<S>                                               <C>                <C>           <C>          <C>          <C>      <C>
SOUTHGATE PLAZA - ALBANY                            1,078,562        1,310,079         209,515    1969        1990     40 Years
   ALBANY                                      

 KROGER BUILDING                                    1,315,221        1,644,027           8,399    1982        1998     40 years
    EAST ALBANY                                

 RITE AID BUILDING                                    363,175          453,968           2,319    1982        1998     40 years
    EAST ALBANY                                

EASTGATE PLAZA  - AMERICUS                          1,144,497        1,366,134         224,221    1980        1990     40 Years
   AMERICUS                                    

PERLIS PLAZA                                        5,862,761        6,637,727       1,246,644    1972        1990     40 Years
   AMERICUS                                    

ROGERS PLAZA                                          799,183        1,090,197         188,896    1974        1990     40 Years
   ASHBURN                                     

 SHOPPING CENTER                                    2,517,379        3,146,723          16,076    1995        1998     40 Years
    ATLANTA                                    

SWEETWATER VILLAGE                                  2,845,155        3,553,093         299,013    1985        1994     40 Years
   AUSTELL                                     

CEDAR PLAZA                                         3,763,602        4,691,904         395,837    1994        1994     40 Years
   CEDARTOWN                                   

CEDARTOWN SHOPPING CENTER                           3,350,713        4,095,719         337,017    1989        1995     40 Years
   CEDARTOWN                                   

CORDELE SQUARE                                      3,865,233        4,729,568         835,268    1968        1990     40 Years
   CORDELE                                     

MR B'S                                                162,020          328,067          34,226    1968        1990     40 Years
   CORDELE                                     

SOUTHGATE PLAZA - CORDELE                           1,113,035        1,315,717         207,655    1969        1990     40 Years
   CORDELE                                     

HABERSHAM VILLAGE                                   5,065,606        6,367,249         899,667    1985        1992     40 Years
   CORNELIA                                    

 SHOPPING CENTER                                    6,120,543        7,650,678          39,087    1990        1998     40 Years
</TABLE>



                                      F-32
<PAGE>   71

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                          COLUMN B                 COLUMN C                  COLUMN D         COLUMN E
                  --------                          --------                 --------                  --------         --------

                                                                                                        Cost         Gross Amount at
                                                                                                     Capitalized     Which Carried
                                                                                                     Subsequent to   at the Close of
                                                                          Initial Cost to Company     Acquisition      the Period
                                                                                                                                    
                                                                                      Building &                                   
                 Description                     Encumbrances             Land       Improvements     Improvements       Land      
                 -----------                     ------------             ----       ------------     ------------       ----      
<S>                                             <C>     <C>             <C>          <C>              <C>              <C>         
CORNELIA                                        GA

 SHOPPING CENTER                                                        2,396,587       9,586,347                      2,396,587   
    COVINGTON                                   GA

 SHOPPING CENTER                                                          898,065       3,592,261                        898,065   
    DALTON                                      GA

 SHOPPING CENTER                                         2,314,595        760,517       3,042,066                        760,517   
    DALTON                                      GA

MIDWAY VILLAGE SHOPPING CENTER                                          1,553,580       2,887,506          30,692      1,553,580   
   DOUGLASVILLE                                 GA

WESTGATE - DUBLIN                                                         699,174       5,834,809         157,749        699,174   
   DUBLIN                                       GA

MARSHALL'S AT EASTLAKE SHOPPING CENTER                                  1,710,517       2,069,483                      1,710,517   
   MARIETTA                                     GA

NEW CHASTAIN CORNERS SHOPPING CENTER                                    2,457,446       5,741,641          79,266      2,457,446   
   MARIETTA                                     GA

VILLAGE AT SOUTHLAKE                                                    1,733,198       3,017,677                      1,733,198   
   MORROW                                       GA

 SHOPPING CENTER                                         7,644,485      2,667,018      10,668,072                      2,667,018   
    PERRY                                       GA

CREEKWOOD SHOPPING CENTER                                               1,160,203       3,482,609              (1)     1,160,203   
   REX                                          GA

EISENHOWER SQUARE SHOPPING CENTER                                       1,029,500       4,117,700         119,157      1,029,500   
   SAVANNAH                                     GA

VICTORY SQUARE                                                          1,206,181       4,824,725         132,610      1,206,181   
   SAVANNAH                                     GA

 SHOPPING CENTER                                         2,741,015      2,364,619       9,458,474          30,668      2,364,619   
    SNELLVILLE                                  GA

 SHOPPING CENTER                                         3,338,227      1,260,939       5,043,756                      1,260,939   
    STATESBORO                                  GA
</TABLE>

<TABLE>
<CAPTION>
                  COLUMN A                                 COLUMN E                 COLUMN F    COLUMN G      COLUMN H  COLUMN I
                  --------                                 --------                 --------    --------      --------  --------

                                               
                                                      Gross Amount at                                                   Life on
                                                     Which Carried at the                                                 Which
                                                     Close of the Period                                               Depreciated
                                                                                                                       in Latest
                                                   Building &                       Accumulated   Date of      Date     Income
                 Description                      Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                      ------------        -----        ------------ ------------ --------  ---------
<S>                                               <C>                <C>           <C>          <C>          <C>      <C>
CORNELIA                                   

 SHOPPING CENTER                                    9,586,347       11,982,933          61,220    1991        1998     40 years
    COVINGTON                                  

 SHOPPING CENTER                                    3,592,261        4,490,326          22,941    1995        1998     40 Years
    DALTON                                     

 SHOPPING CENTER                                    3,042,066        3,802,583          19,427    1994        1998     40 Years
    DALTON                                     

MIDWAY VILLAGE SHOPPING CENTER                      2,918,198        4,471,778         112,308    1989        1997     40 Years
   DOUGLASVILLE                                

WESTGATE - DUBLIN                                   5,992,558        6,691,732       1,247,698    1974        1990     40 Years
   DUBLIN                                      

MARSHALL'S AT EASTLAKE SHOPPING CENTER              2,069,483        3,780,000          10,779    1982        1998     40 Years
   MARIETTA                                    

NEW CHASTAIN CORNERS SHOPPING CENTER                5,820,907        8,278,353         209,180    1990        1997     40 Years
   MARIETTA                                    

VILLAGE AT SOUTHLAKE                                3,017,677        4,750,875          53,878    1983        1998     40 Years
   MORROW                                      

 SHOPPING CENTER                                   10,668,072       13,335,090          68,128    1992        1998     40 Years
    PERRY                                      

CREEKWOOD SHOPPING CENTER                           3,482,608        4,642,811         134,142    1990        1997     40 Years
   REX                                         

EISENHOWER SQUARE SHOPPING CENTER                   4,236,857        5,266,357         153,727    1985        1997     40 Years
   SAVANNAH                                    

VICTORY SQUARE                                      4,957,335        6,163,516         799,322    1986        1992     40 Years
   SAVANNAH                                    

 SHOPPING CENTER                                    9,489,142       11,853,761          62,192    1985        1998     40 Years
    SNELLVILLE                                 

 SHOPPING CENTER                                    5,043,756        6,304,695          32,210    1994        1998     40 Years
    STATESBORO                                 
</TABLE>



                                      F-33
<PAGE>   72
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                COLUMN B                 COLUMN C                  COLUMN D            COLUMN E
                  --------                --------                 --------                  --------            --------

                                                                                              Cost                                  
                                                                                           Capitalized         Gross Amount at
                                                                                           Subsequent to      Which Carried at the
                                                                Initial Cost to Company     Acquisition       Close of the Period
                                                                                                                         
                                                                            Building &                                   
                 Description           Encumbrances             Land       Improvements     Improvements       Land      
                 -----------           ------------             ----       ------------     ------------       ----      
<S>                                   <C>     <C>             <C>          <C>              <C>              <C>         
TIFT-TOWN                                                       271,444       1,325,238         271,359        271,444   
   TIFTON                             GA

WESTGATE - TIFTON                                               156,269         304,704             963        156,269   
   TIFTON                             GA

 KMART BUILDING                                                 286,738       1,146,953                        286,738   
    ATLANTIC                          IA

 LUCKY BUILDING                                                 294,406       1,177,623                        294,406   
    CORALVILLE                        IA

HAYMARKET MALL                                                1,230,252       5,031,799         119,315      1,230,252   
   DES MOINES                         IA

HAYMARKET SQUARE                               6,145,000      2,056,172       8,224,688         477,383      2,056,172   
   DES MOINES                         IA

 LUCKY BUILDING                                                 392,668       1,570,673                        392,668   
    DUBUQUE                           IA

SOUTHFIELD PLAZA SHOPPING CENTER                              3,188,496       3,897,167       6,246,066      3,188,496   
   BRIDGEVIEW                         IL

 LUCKY BUILDING                                                 310,257       1,241,030                        310,257   
    DECATUR                           IL

 KING CITY SQUARE                                             1,968,656       7,874,623                      1,968,656   
    MT. VERNON                        IL

WESTRIDGE COURT SHOPPING CENTER                               9,815,696      39,261,783         572,970      9,815,696   
   NAPERVILLE                         IL

 KROGER BUILDING                                                464,003       1,856,013                        464,003   
    OTTAWA                            IL

 LUCKY BUILDING                                                 392,704       1,570,815                        392,704   
    PEORIA                            IL

 LUCKY BUILDING                                                 307,059       1,228,235                        307,059   
    SPRINGFIELD                       IL

 LUCKY BUILDING                                                 391,727       1,566,909                        391,727   
    STERLING                          IL
</TABLE>

<TABLE>
<CAPTION>
                  COLUMN A                                COLUMN E                 COLUMN F      COLUMN G      COLUMN H  COLUMN I
                  --------                                --------                 --------      --------      --------  --------

                                               
                                                        Gross Amount at                                                 Life on
                                                      Which Carried at the                                                Which
                                                      Close of the Period                                              Depreciated
                                                                                                                       in Latest
                                                   Building &                       Accumulated   Date of      Date     Income
                 Description                      Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                      ------------        -----        ------------ ------------ --------  ---------
<S>                                               <C>                <C>           <C>          <C>          <C>      <C>
TIFT-TOWN                                           1,596,597        1,868,041         320,373    1965        1990     40 Years
   TIFTON                                      

WESTGATE - TIFTON                                     305,667          461,936          64,487    1980        1990     40 Years
   TIFTON                                      

 KMART BUILDING                                     1,146,953        1,433,692           7,325    1980        1998     40 years
    ATLANTIC                                   

 LUCKY BUILDING                                     1,177,623        1,472,029           7,520    1981        1998     40 years
    CORALVILLE                                 

HAYMARKET MALL                                      5,151,114        6,381,366         461,211  1968-1979     1995     40 Years
   DES MOINES                                  

HAYMARKET SQUARE                                    8,702,071       10,758,243         780,750  1971-1979     1995     40 Years
   DES MOINES                                  

 LUCKY BUILDING                                     1,570,673        1,963,342          10,031    1980        1998     40 years
    DUBUQUE                                    

SOUTHFIELD PLAZA SHOPPING CENTER                   10,143,233       13,331,729         472,373   1958,72      1996     40 Years
   BRIDGEVIEW                                  

 LUCKY BUILDING                                     1,241,030        1,551,287           7,925    1983        1998     40 years
    DECATUR                                    

 KING CITY SQUARE                                   7,874,623        9,843,279          50,289                1998     40 Years
    MT. VERNON                                 

WESTRIDGE COURT SHOPPING CENTER                    39,834,753       49,650,449       1,457,604    1990        1997     40 Years
   NAPERVILLE                                  

 KROGER BUILDING                                    1,856,013        2,320,017          11,853    1982        1998     40 years
    OTTAWA                                     

 LUCKY BUILDING                                     1,570,815        1,963,519          10,031    1983        1998     40 years
    PEORIA                                     

 LUCKY BUILDING                                     1,228,235        1,535,294           7,844    1982        1998     40 years
    SPRINGFIELD                                

 LUCKY BUILDING                                     1,566,909        1,958,636          10,007    1980        1998     40 years
    STERLING                                   
</TABLE>

                                      F-34
<PAGE>   73

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                  COLUMN B                 COLUMN C                  COLUMN D            COLUMN E
                  --------                  --------                 --------                  --------            --------

                                                                                                Cost           Gross Amount at
                                                                                             Capitalized     Which Carried at the
                                                                                             Subsequent to   Close of the Period
                                                                  Initial Cost to Company     Acquisition                  
                                                                                                                           
                                                                              Building &                                   
                 Description             Encumbrances             Land       Improvements     Improvements          Land      
                 -----------             ------------             ----       ------------     ------------          ----      
<S>                                     <C>     <C>             <C>          <C>              <C>                 <C>         
TINLEY PARK PLAZA                                               2,607,702      10,430,808         268,156         2,607,702   
   TINLEY PARK                          IL

 KROGER BUILDING                                                  344,651       1,378,602                           344,651   
    WATERLOO                            IL

COLUMBUS CENTER                                                 1,196,269       3,608,315       2,425,562         1,196,269   
   COLUMBUS                             IN

 KINDER CARE #132                                                  82,686         330,742                            82,686   
    FT. WAYNE                           IN

 LUCKY BUILDING                                                   325,306       1,301,224                           325,306   
    HOBART                              IN

 KINDER CARE #125                                                  82,686         330,742                            82,686   
    INDIANAPOLIS                        IN

 KINDER CARE #126                                                  82,686         330,742                            82,686   
    INDIANAPOLIS                        IN

 KINDER CARE #128                                                  82,686         330,742                            82,686   
    INDIANAPOLIS                        IN

 KINDER CARE #134                                                  35,940         143,760                            35,940   
    INDIANAPOLIS                        IN

JASPER MANOR                                                    1,319,937       7,110,063          34,383         1,319,937   
   JASPER                               IN

 SHOPPING CENTER                                                  657,867       2,631,469                           657,867   
    MARION                              IN

 LUCKY BUILDING                                                   269,395       1,077,579                           269,395   
    MICHIGAN CITY                       IN

TOWN FAIR SHOPPING CENTER                                       1,104,876       3,759,503          10,437         1,104,876   
   PRINCETON                            IN

 SHOPPING CENTER                                 2,991,347        649,120       2,596,480          52,900           649,120   
    TERRE HAUTE                         IN

WABASH CROSSING                                                 1,614,878       6,470,511          27,744         1,614,878   
</TABLE>


<TABLE>
<CAPTION>
                  COLUMN A                           COLUMN E                COLUMN F    COLUMN G      COLUMN H     COLUMN I
                  --------                           --------                --------    --------      --------     --------

                                        
                                                Gross Amount at                                                    Life on
                                              Which Carried at the                                                   Which
                                              Close of the Period                                                 Depreciated
                                                                                                                  in Latest
                                           Building &                       Accumulated   Date of      Date        Income
                 Description              Improvements        Total        Depreciation Construction Acquired     Statement
                 -----------              ------------        -----        ------------ ------------ --------     ---------
<S>                                       <C>                <C>           <C>          <C>          <C>         <C>
TINLEY PARK PLAZA                          10,698,964       13,306,666         916,627    1973        1995        40 Years
   TINLEY PARK                          

 KROGER BUILDING                            1,378,602        1,723,253           8,804    1982        1998        40 years
    WATERLOO                            

COLUMBUS CENTER                             6,033,877        7,230,146       1,769,737    1964        1988        40 Years
   COLUMBUS                             

 KINDER CARE #132                             330,742          413,428           2,112    1976        1998        40 years
    FT. WAYNE                           

 LUCKY BUILDING                             1,301,224        1,626,530           8,310    1983        1998        40 years
    HOBART                              

 KINDER CARE #125                             330,742          413,428           2,112    1975        1998        40 years
    INDIANAPOLIS                        

 KINDER CARE #126                             330,742          413,428           2,112    1976        1998        40 years
    INDIANAPOLIS                        

 KINDER CARE #128                             330,742          413,428           2,112    1976        1998        40 years
    INDIANAPOLIS                        

 KINDER CARE #134                             143,760          179,701             918    1976        1998        40 years
    INDIANAPOLIS                        

JASPER MANOR                                7,144,446        8,464,383       1,226,687    1990        1992        40 Years
   JASPER                               

 SHOPPING CENTER                            2,631,469        3,289,336          16,805    1989        1998        40 years
    MARION                              

 LUCKY BUILDING                             1,077,579        1,346,974           6,882    1983        1998        40 years
    MICHIGAN CITY                       

TOWN FAIR SHOPPING CENTER                   3,769,940        4,874,816         552,397    1991        1993        40 Years
   PRINCETON                            

 SHOPPING CENTER                            2,649,380        3,298,500          19,995    1989        1998        40 years
    TERRE HAUTE                         

WABASH CROSSING                             6,498,255        8,113,133         819,505    1988        1993        40 Years
</TABLE>



                                  F-35
<PAGE>   74
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                 COLUMN B                 COLUMN C                  COLUMN D            COLUMN E 
                  --------                 --------                 --------                  --------            -------- 

                                                                                               Cost
                                                                                            Capitalized       Gross Amount at
                                                                                            Subsequent to    Which Carried at the
                                                                 Initial Cost to Company     Acquisition     Close of the Period
                                                                                                                           
                                                                             Building &                                    
                 Description            Encumbrances             Land       Improvements     Improvements       Land       
                 -----------            ------------             ----       ------------     ------------       ----       
<S>                                    <C>     <C>             <C>          <C>              <C>              <C>          
 WABASH                                IN

 SHOPPING CENTER                                                 403,588       1,614,353                        403,588    
    WARSAW                             IN

 SHOPPING CENTER                                5,444,572      2,242,859       8,971,434                      2,242,859    
    CAMPBELLSVILLE                     KY

 SHOPPING CENTER                                5,416,151      1,636,668       6,546,671                      1,636,668    
    ELIZABETHTOWN                      KY

 SHOPPING CENTER                                4,954,116      1,648,009       6,592,037                      1,648,009    
    GLASGOW                            KY

JACKSON VILLAGE                                                  284,815       3,115,586         589,956        284,815    
   JACKSON                             KY

J*TOWN CENTER                                                  1,331,074       4,121,997         616,521      1,331,074    
   JEFFERSONTOWN                       KY

 MIST LAKE PLAZA                               10,403,095      3,939,761      15,759,046                      3,939,761    
    LEXINGTON                          KY

 SHOPPING CENTER                                5,528,660      2,421,016       9,684,065                      2,421,016    
    LONDON                             KY

NEW LOUISA PLAZA                                                 469,014       1,998,752         161,683        469,014    
   LOUISA                              KY

PICCADILLY SQUARE                                                355,000       1,588,409         323,428        355,000    
   LOUISVILLE                          KY

EASTGATE SHOPPING CENTER                                       1,945,679       7,792,717         704,388      1,945,679    
   MIDDLETOWN                          KY

 SHOPPING CENTER                                8,418,155      2,743,629      10,974,516                      2,743,629    
    VERSAILLES                         KY

 LAGNIAPPE VILLAGE                              7,124,962      2,999,814      11,999,258          41,804      2,999,814    
    NEW IBERIA                         LA

 SAFEWAY BUILDING                                                380,484       1,521,937                        380,484    
    WEST MONROE                        LA
</TABLE>

<TABLE>
<CAPTION>
                  COLUMN A                                 COLUMN E                 COLUMN F     COLUMN G      COLUMN H  COLUMN I
                  --------                                 --------                 --------     --------      --------  --------

                                                       Gross Amount at                                                  Life on
                                                      Which Carried at the                                                Which
                                                      Close of the Period                                              Depreciated
                                                                                                                       in Latest
                                                   Building &                       Accumulated   Date of      Date     Income
                 Description                      Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                      ------------        -----        ------------ ------------ --------  ---------
<S>                                               <C>                <C>           <C>          <C>          <C>      <C>
WABASH                                      

 SHOPPING CENTER                                    1,614,353        2,017,942          12,144    1989        1998     40 years
    WARSAW                                     

 SHOPPING CENTER                                    8,971,434       11,214,293          57,293    1989        1998     40 Years
    CAMPBELLSVILLE                             

 SHOPPING CENTER                                    6,546,671        8,183,339          41,808    1992        1998     40 years
    ELIZABETHTOWN                              

 SHOPPING CENTER                                    6,592,037        8,240,047          42,098    1992        1998     40 Years
    GLASGOW                                    

JACKSON VILLAGE                                     3,705,542        3,990,357         855,520    1983        1988     40 Years
   JACKSON                                     

J*TOWN CENTER                                       4,738,518        6,069,592       1,208,377    1959        1988     40 Years
   JEFFERSONTOWN                               

 MIST LAKE PLAZA                                   15,759,046       19,698,807         100,640    1993        1998     40 Years
    LEXINGTON                                  

 SHOPPING CENTER                                    9,684,065       12,105,081          61,844    1994        1998     40 years
    LONDON                                     

NEW LOUISA PLAZA                                    2,160,435        2,629,449         709,155    1978        1988     40 Years
   LOUISA                                      

PICCADILLY SQUARE                                   1,911,837        2,266,837         471,983    1973        1989     40 Years
   LOUISVILLE                                  

EASTGATE SHOPPING CENTER                            8,497,105       10,442,784       1,130,235    1987        1993     40 Years
   MIDDLETOWN                                  

 SHOPPING CENTER                                   10,974,516       13,718,145          70,085    1994        1998     40 years
    VERSAILLES                                 

 LAGNIAPPE VILLAGE                                 12,041,062       15,040,876          76,629    1990        1998     40 Years
    NEW IBERIA                                 

 SAFEWAY BUILDING                                   1,521,937        1,902,421           9,719    1981        1998     40 years
    WEST MONROE                                
</TABLE>


                                      F-36
<PAGE>   75

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                    COLUMN B                 COLUMN C                  COLUMN D             COLUMN E
                  --------                    --------                 --------                  --------             --------

                                                                                                  Cost
                                                                                               Capitalized       Gross Amount at
                                                                                               Subsequent to    Which Carried at the
                                                                    Initial Cost to Company     Acquisition     Close of the Period
                                                                                                                              
                                                                                Building &                                    
                 Description               Encumbrances             Land       Improvements     Improvements            Land
                 -----------               ------------             ----       ------------     ------------            ----
<S>                                       <C>     <C>             <C>          <C>              <C>                   <C>
LIBERTY PLAZA                                                     2,075,809       8,303,237         231,483           2,075,809
   RANDALLSTOWN                           MD

SHOPPING CENTER - SALISBURY                                         312,650       1,833,330          86,550             312,650
   SALISBURY                              MD

MAPLE VILLAGE SHOPPING CENTER                                     1,625,580       6,514,322       1,478,391           1,625,580
   ANN ARBOR                              MI

 MTN. JACKS #210303                                                 281,162       1,124,649                             281,162
    DEARBORN HEIGHTS                      MI

FARMINGTON CROSSROADS                                             1,092,200       4,368,800          68,806           1,092,200
   FARMINGTON                             MI

 KINDER CARE #1182                                                  116,614         466,456                             116,614
    KALAMAZOO                             MI

DELTA CENTER                                                      2,405,200       9,620,800         122,447           2,405,200
   LANSING                                MI

HAMPTON VILLAGE CENTRE                                            8,638,500      34,541,500         198,445           8,638,500
   ROCHESTER HILLS                        MI

FASHION CORNERS                                                   2,244,800       8,799,200           9,900           2,244,800
   SAGINAW                                MI

HALL ROAD CROSSING                                                2,595,500      10,382,000         234,843           2,595,500
   SHELBY                                 MI

SOUTHFIELD PLAZA                                                  2,052,995       8,180,980         (63,004)          2,052,995
   SOUTHFIELD                             MI

DELCO PLAZA                                        9,600,000      1,277,504       5,109,367          47,116           1,277,504
   STERLING HEIGHTS                       MI

 ROUNDTREE PLACE                                   7,656,678      2,877,674      11,510,698                           2,877,674
    YPSILANTI                             MI

WASHTENAW FOUNTAIN PLAZA                                          1,530,281       6,121,123         361,433           1,530,281
   YPSILANTI                              MI

 FIRSTAR BANK BUILDING                                              323,688       1,294,751                             323,688
    BURNSVILLE                            MN
</TABLE>



<TABLE>
<CAPTION>
                  COLUMN A                                COLUMN E                  COLUMN F     COLUMN G    COLUMN H  COLUMN I
                  --------                                --------                  --------     --------    --------  --------

                                               
                                                     Gross Amount at                                                   Life on
                                                    Which Carried at the                                                 Which
                                                    Close of the Period                                               Depreciated
                                                                                                                      in Latest
                                                  Building &                       Accumulated   Date of      Date     Income
                 Description                     Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                     ------------        -----        ------------ ------------ --------  ---------
<S>                                              <C>                <C>           <C>          <C>          <C>      <C>
LIBERTY PLAZA                                      8,534,720       10,610,529         776,744    1962        1995     40 Years
   RANDALLSTOWN                                

SHOPPING CENTER - SALISBURY                        1,919,880        2,232,530         677,263    1973        1986     35 Years
   SALISBURY                                   

MAPLE VILLAGE SHOPPING CENTER                      7,992,713        9,618,293         841,868    1965        1994     40 Years
   ANN ARBOR                                   

 MTN. JACKS #210303                                1,124,649        1,405,811           7,182    1980        1998     40 years
    DEARBORN HEIGHTS                           

FARMINGTON CROSSROADS                              4,437,606        5,529,806         331,600    1986        1995     40 Years
   FARMINGTON                                  

 KINDER CARE #1182                                   466,456          583,070           2,979    1990        1998     40 Years
    KALAMAZOO                                  

DELTA CENTER                                       9,743,247       12,148,447         730,699    1985        1995     40 Years
   LANSING                                     

HAMPTON VILLAGE CENTRE                            34,739,945       43,378,445       2,586,668    1990        1995     40 Years
   ROCHESTER HILLS                             

FASHION CORNERS                                    8,809,100       11,053,900         655,358    1986        1995     40 Years
   SAGINAW                                     

HALL ROAD CROSSING                                10,616,843       13,212,343         810,230    1985        1995     40 Years
   SHELBY                                      

SOUTHFIELD PLAZA                                   8,117,976       10,170,971         163,530   1969-70      1998     40 Years
   SOUTHFIELD                                  

DELCO PLAZA                                        5,156,483        6,433,987         262,923   1970,73      1996     40 Years
   STERLING HEIGHTS                            

 ROUNDTREE PLACE                                  11,510,698       14,388,372          73,509    1992        1998     40 Years
    YPSILANTI                                  

WASHTENAW FOUNTAIN PLAZA                           6,482,556        8,012,837       1,071,937    1989        1992     40 Years
   YPSILANTI                                   

 FIRSTAR BANK BUILDING                             1,294,751        1,618,438           8,268    1975        1998     40 Years
    BURNSVILLE                                 
</TABLE>



                                      F-37
<PAGE>   76

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
                  COLUMN A                          COLUMN B                 COLUMN C                  COLUMN D             COLUMN E
                  --------                          --------                 --------                  --------             --------

                                                                                                        Cost        Gross Amount at
                                                                                                     Capitalized     Which Carried
                                                                                                     Subsequent to  at the Close of
                                                                          Initial Cost to Company     Acquisition     the Period
                                                                                                                                    
                                                                                      Building &                                    
                 Description                     Encumbrances             Land       Improvements     Improvements       Land       
                 -----------                     ------------             ----       ------------     ------------       ----       
<S>                                             <C>     <C>             <C>          <C>              <C>              <C>          

 OFFICE BUILDING                                         5,657,498      2,234,667       8,938,668          10,643      2,234,667    
    FRIDLEY                                     MN

 OFFICE BUILDING                                           324,261        120,171         480,682                        120,171    
    STILLWATER                                  MN

FACTORY MERCHANTS BRANSON                                                  17,669      22,312,120      11,777,940         17,669    
   BRANSON                                      MO

 KINDER CARE #162                                                          44,020         176,078                         44,020    
    FENTON                                      MO

 KINDER CARE #577                                                          53,742         214,968                         53,742    
    HIGH RIDGE                                  MO

FACTORY OUTLET VILLAGE OSAGE BEACH                                      6,978,714      27,259,675       7,630,589      6,978,714    
   OSAGE BEACH                                  MO

 KMART BUILDING                                                           310,000       1,240,000                        310,000    
    ST. CHARLES                                 MO

 SHOPPING CENTER                                                          600,418       2,401,671                        600,418    
    ALBEMARLE                                   NC

 SHOPPING CENTER                                         3,108,108      1,155,652       4,622,609                      1,155,652    
    ASHEBORO                                    NC

SHOPPING CENTER - GOLDSBORO                                               181,998       1,014,432          55,222        181,998    
   GOLDSBORO                                    NC

PIZZA HUT - PAD                                                            40,065         225,958                         40,065    
   GREENVILLE                                   NC

 SHOPPING CENTER                                         1,826,586        619,155       2,476,618                        619,155    
    JONESVILLE                                  NC

 SHOPPING CENTER                                         2,344,253        882,260       3,529,040                        882,260    
    KANNAPOLIS                                  NC

 SHOPPING CENTER                                         2,511,561        493,023       1,972,092                        493,023    
    KERNERSVILLE                                NC
SHOPPING CENTER AND
    OUTPARCELS                                                          2,146,952       8,587,807                      2,146,952
</TABLE>


<TABLE>
<CAPTION>
                  COLUMN A                               COLUMN E                COLUMN F     COLUMN G      COLUMN H  COLUMN I
                  --------                               --------                --------     --------      --------  --------

                                              
                                                    Gross Amount at                                                   Life on
                                                   Which Carried at the                                                 Which
                                                   Close of the Period                                               Depreciated
                                                                                                                     in Latest
                                                 Building &                       Accumulated   Date of      Date     Income
                 Description                    Improvements        Total        Depreciation Construction Acquired  Statement
                 -----------                    ------------        -----        ------------ ------------ --------  ---------
<S>                                             <C>                <C>           <C>          <C>          <C>      <C>

 OFFICE BUILDING                                  8,949,311       11,183,978          57,084    1991        1998     40 Years
    FRIDLEY                                   

 OFFICE BUILDING                                    480,682          600,853           3,070    1985        1998     40 years
    STILLWATER                                

FACTORY MERCHANTS BRANSON                        34,090,060       34,107,729       4,398,613    1988        1993     40 Years
   BRANSON                                    

 KINDER CARE #162                                   176,078          220,098           1,124    1977        1998     40 years
    FENTON                                    

 KINDER CARE #577                                   214,968          268,710           1,373    1980        1998     40 years
    HIGH RIDGE                                

FACTORY OUTLET VILLAGE OSAGE BEACH               34,890,264       41,868,978       5,281,332    1987        1993     40 Years
   OSAGE BEACH                                

 KMART BUILDING                                   1,240,000        1,550,000           7,919    1981        1998     40 years
    ST. CHARLES                               

 SHOPPING CENTER                                  2,401,671        3,002,089          15,337    1988        1998     40 years
    ALBEMARLE                                 

 SHOPPING CENTER                                  4,622,609        5,778,261          29,521    1988        1998     40 years
    ASHEBORO                                  

SHOPPING CENTER - GOLDSBORO                       1,069,654        1,251,652         373,756    1973        1986     35 Years
   GOLDSBORO                                  

PIZZA HUT - PAD                                     225,958          266,023          93,052    1973        1986     35 Years
   GREENVILLE                                 

 SHOPPING CENTER                                  2,476,618        3,095,773          15,816    1988        1998     40 years
    JONESVILLE                                

 SHOPPING CENTER                                  3,529,040        4,411,300          22,325    1992        1998     40 years
    KANNAPOLIS                                

 SHOPPING CENTER                                  1,972,092        2,465,115          12,594    1988        1998     40 years
    KERNERSVILLE                              
SHOPPING CENTER AND
    OUTPARCELS                                    8,587,807       10,734,769          54,843    1991        1998     40 years   

</TABLE>



                                      F-38
<PAGE>   77
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998


<TABLE>
<CAPTION>
        COLUMN A                                       COLUMN B                      COLUMN C                       COLUMN D       
        --------                                       --------                      --------                       --------       

                                                                                                                      Cost
                                                                                                                  Capitalized      
                                                                                                                  Subsequent to    
                                                                             Initial Cost to Company               Acquisition     
                                                                             -----------------------               -----------     
                                                                                                                                   
                                                                                              Building &                           
     Description                                     Encumbrances           Land             Improvements          Improvements    
     -----------                                     ------------           ----             ------------          ------------    
<S>                                  <C>           <C>                   <C>                <C>                  <C>               


    KINSTON                            NC

 SHOPPING CENTER                                                          2,099,156            8,396,623                           
    OXFORD                             NC

 SHOPPING CENTER                                                          1,391,213            5,564,853               35,856      
    ROXBORO                            NC

 SHOPPING CENTER                                     5,197,041            1,709,366            6,837,464                           
    SILER CITY                         NC

 SHOPPING CENTER                                     9,455,348            5,054,136           20,216,543                           
    STATESVILLE                        NC

 SHOPPING CENTER                                                          1,541,039            6,164,157                           
    THOMASVILLE                        NC

 SHOPPING CENTER                                                          1,771,944            7,087,776                           
    WADESBORO                          NC

 SHOPPING CENTER                                     6,294,590            2,419,988            9,679,953                           
    WILLIAMSTON                        NC

SHOPPING CENTER - WILSON                                                    315,000            1,780,370               71,456      
   WILSON                              NC

 SHOPPING CENTER                                     6,323,565            2,103,730            8,414,919                           
    WINSTON-SALEM                      NC

 AUTOWORKS #138                                                             122,617              490,469                           
    GRAND ISLAND                       NE

 AUTOWORKS #125                                                              87,784              351,135                           
    HASTINGS                           NE

 KMART BUILDING                                                             520,424            2,081,697                           
    OMAHA                              NE

LAUREL SQUARE                                                             3,261,701            9,283,302              759,174      
   BRICKTOWN                           NJ

HAMILTON PLAZA                                                            1,124,415            4,513,658              230,648      
   HAMILTON                            NJ
</TABLE>



<TABLE>
<CAPTION>
        COLUMN A                                 COLUMN E                            COLUMN F     COLUMN G  COLUMN H    COLUMN I
        --------                                 --------                            --------     --------  --------    --------

                         
                                                                                                                       
                                  Gross Amount at Which Carried at the                                                  Life on
                                          Close of the Period                                                             Which
                                          -------------------                                                          Depreciated
                                                                                                                       in Latest
                                                Building &                       Accumulated     Date of     Date        Income
     Description             Land              Improvements          Total       Depreciation  Construction Acquired    Statement
     -----------             ----              ------------          -----       ------------  ------------ --------    ---------
<S>                       <C>                <C>                <C>             <C>            <C>          <C>         <C>


    KINSTON              

 SHOPPING CENTER           2,099,156             8,396,623         10,495,779         53,622         1991    1998        40 Years
    OXFORD               

 SHOPPING CENTER           1,391,213             5,600,709          6,991,923         35,837         1989    1998        40 years
    ROXBORO              

 SHOPPING CENTER           1,709,366             6,837,464          8,546,829         43,665         1988    1998        40 years
    SILER CITY           

 SHOPPING CENTER           5,054,136            20,216,543         25,270,678        129,106         1991    1998        40 Years
    STATESVILLE          

 SHOPPING CENTER           1,541,039             6,164,157          7,705,196         39,365         1996    1998        40 Years
    THOMASVILLE          

 SHOPPING CENTER           1,771,944             7,087,776          8,859,720         45,264         1988    1998        40 years
    WADESBORO            

 SHOPPING CENTER           2,419,988             9,679,953         12,099,942         61,818         1991    1998        40 Years
    WILLIAMSTON          

SHOPPING CENTER - WILSON     315,000             1,851,826          2,166,826        653,182         1973    1986        35 Years
   WILSON                

 SHOPPING CENTER           2,103,730             8,414,919         10,518,648         53,739         1995    1998        40 Years
    WINSTON-SALEM        

 AUTOWORKS #138              122,617               490,469            613,087          3,132         1988    1998        40 years
    GRAND ISLAND         

 AUTOWORKS #125               87,784               351,135            438,918          2,242         1988    1998        40 years
    HASTINGS             

 KMART BUILDING              520,424             2,081,697          2,602,121         13,294         1981    1998        40 years
    OMAHA                

LAUREL SQUARE              3,261,701            10,042,476         13,304,177      1,651,818         1973    1992        40 Years
   BRICKTOWN             

HAMILTON PLAZA             1,124,415             4,744,306          5,868,721        575,638         1972    1994        40 Years
   HAMILTON              
</TABLE>


                                      F-39


<PAGE>   78
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998


<TABLE>
<CAPTION>
        COLUMN A                           COLUMN B                      COLUMN C                  COLUMN D    
        --------                           --------                      --------                  --------    

                                                                                                   Cost
                                                                                                Capitalized
                                                                                               Subsequent to   
                                                                 Initial Cost to Company         Acquisition   
                                                                 -----------------------         -----------   
                                                                                                               
                                                                                Building &                     
     Description                         Encumbrances           Land           Improvements     Improvements   
     -----------                         ------------           ----           ------------     ------------   
<S>                           <C>      <C>                   <C>               <C>             <C>             
BENNETTS MILLS PLAZA                                            1,794,122        6,399,888           73,207    
   JACKSON                        NJ

SIX FLAGS FACTORY OUTLET                                          889,214        1,249,781       27,109,466    
   JACKSON                        NJ

MIDDLETOWN PLAZA                                                1,204,829        1,479,487        3,715,382    
   MIDDLETOWN                     NJ

INSTITUTE FOR DEFENSE ANALYSIS                                                   1,389,460                     
   PRINCETON                      NJ

 KMART BUILDING                                                   452,213        1,808,852                     
    SOMERVILLE                    NJ

TINTON FALLS PLAZA                                              1,884,325        6,308,392           78,693    
   TINTON FALLS                   NJ

 GALLERIA COMMONS                                               6,584,659       26,338,637                     
    HENDERSON                     NV

RENAISSANCE CENTER EAST                                         2,543,856       10,175,427          185,340    
   LAS VEGAS                      NV

 SHOPPING CENTER                                                2,855,535       11,422,140                     
    RENO                          NV

UNIVERSITY MALL                                                   115,079        1,009,902          809,401    
CANTON                            NY

CORTLANDVILLE                                                     236,846        1,439,000          430,013    
   CORTLAND                       NY

KMART PLAZA                                                       942,257        3,769,027          246,904    
   DEWITT                         NY

D & F PLAZA                                                       730,512        2,156,542        1,518,651    
   DUNKIRK                        NY

SHOPPING CENTER - ELMIRA                                          110,116          891,205                     
   ELMIRA                         NY

 GENESSEE VALLEY                              9,362,785         3,492,664       13,970,655                     
    GENESEO                       NY
</TABLE>


<TABLE>
<CAPTION>
        COLUMN A                                  COLUMN E                    COLUMN F       COLUMN G      COLUMN H     COLUMN I
        --------                                  --------                    --------       --------      --------     --------

                                
                                
                                   Gross Amount at Which Carried at the                                                Life on
                                            Close of the Period                                                          Which
                                ------------------------------------------                                            Depreciated
                                                                                                                        in Latest
                                                 Building &                  Accumulated      Date of       Date         Income
     Description                 Land           Improvements      Total      Depreciation   Construction   Acquired     Statement
     -----------                 ----           ------------      -----      ------------   ------------   --------     ---------
<S>                             <C>             <C>              <C>          <C>            <C>            <C>        <C>
BENNETTS MILLS PLAZA            1,794,122          6,473,095      8,267,217      690,887           1988      1994       40 Years
   JACKSON                     

SIX FLAGS FACTORY OUTLET          889,214         28,359,247     29,248,461    1,024,495           1997      1997       40 Years
   JACKSON                     

MIDDLETOWN PLAZA                1,204,829          5,194,869      6,399,698    1,975,246           1972      1976       40 Years
   MIDDLETOWN                  

INSTITUTE FOR DEFENSE ANALYSIS                     1,389,460      1,389,460      710,447           1982      1974       35 Years
   PRINCETON                   

 KMART BUILDING                   452,213          1,808,852      2,261,065       11,552           1982      1998       40 years
    SOMERVILLE                 

TINTON FALLS PLAZA              1,884,325          6,387,085      8,271,410      138,896           1953      1998       40 Years
   TINTON FALLS                

 GALLERIA COMMONS               6,584,659         26,338,637     32,923,297      168,202          1997-98    1998       40 Years
    HENDERSON                  

RENAISSANCE CENTER EAST         2,543,856         10,360,767     12,904,623      582,999           1981      1996       40 Years
   LAS VEGAS                   

 SHOPPING CENTER                2,855,535         11,422,140     14,277,675       72,943           1974      1997       40 Years
    RENO                       

UNIVERSITY MALL                   115,079          1,819,303      1,934,382      978,278           1967      1976       40 Years
CANTON                         

CORTLANDVILLE                     236,846          1,869,013      2,105,859      489,930           1984      1987       35 Years
   CORTLAND                    

KMART PLAZA                       942,257          4,015,931      4,958,188      533,698           1970      1993       40 Years
   DEWITT                      

D & F PLAZA                       730,512          3,675,193      4,405,705    1,095,552           1967      1986       40 Years
   DUNKIRK                     

SHOPPING CENTER - ELMIRA          110,116            891,205      1,001,321      220,017           1976      1989       40 Years
   ELMIRA                      

 GENESSEE VALLEY                3,492,664         13,970,655     17,463,319       89,219           1993      1998       40 Years
    GENESEO                    
</TABLE>

                                      F-40
<PAGE>   79
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
        COLUMN A                             COLUMN B                 COLUMN C                    COLUMN D              
        --------                             --------                 --------                    --------              

                                                                                             Cost        Gross Amount at
                                                                                          Capitalized     Which Carried
                                                                                         Subsequent to   at the Close of
                                                                 Initial Cost to Company   Acquisition     the Period
                                                                 -----------------------   -----------   ---------------
                                                                                                                        
                                                                              Building &                                
     Description                           Encumbrances       Land          Improvements   Improvements      Land       
     -----------                           ------------       ----          ------------   ------------      ----       
<S>                              <C>      <C>              <C>              <C>           <C>             <C>           



PYRAMID MALL                                                2,175,221        8,700,884      130,112        2,175,221    
   GENEVA                         NY

SHOPPING CENTER - GLOVERSVILLE                                139,429          524,517      104,564          139,429    
   GLOVERSVILLE                   NY

MCKINLEY PLAZA                                              1,246,680        4,986,720      123,938        1,246,680    
   HAMBURG                        NY

 HORNELL PLAZA                                                      -       20,088,582                             -    
    HORNELL                       NY

CAYUGA PLAZA                                                1,397,708        5,591,832      504,127        1,397,708    
   ITHACA                         NY

SHOPS @ SENECA MALL                                         1,545,838        6,183,353      608,752        1,545,838    
   LIVERPOOL                      NY

TRANSIT ROAD PLAZA                                            424,634        1,698,537      411,938          424,634    
   LOCKPORT                       NY

SHOPPING CENTER - MARCY                                       400,000        2,231,817       94,207          400,000    
   MARCY                          NY

WALLKILL PLAZA                               18,221,501     2,445,200        8,580,800      148,852        2,445,200    
   MIDDLETOWN                     NY

MONROE SHOPRITE PLAZA                                       1,026,477        8,642,364       80,406        1,026,477    
   MONROE                         NY

ROCKLAND PLAZA                                              3,990,842        3,570,410    5,249,876        3,990,842    
   NANUET                         NY

SOUTH PLAZA                                                   508,013        1,051,638    1,583,556          508,013    
   NORWICH                        NY

WESTGATE PLAZA - ONEONTA                                      142,821        1,192,103      272,942          142,821    
   ONEONTA                        NY

OSWEGO PLAZA                                                  250,000        1,168,027    2,577,573          250,000    
   OSWEGO                         NY

MOHAWK ACRES                                                  241,606        1,268,890    1,547,899          241,606    
   ROME                           NY
</TABLE>


<TABLE>
<CAPTION>
        COLUMN A                                COLUMN E                     COLUMN F      COLUMN G    COLUMN H   COLUMN I
        --------                                --------                     --------      --------    --------   --------

                                
                                
                                 Gross Amount at Which Carried at the                                             Life on
                                          Close of the Period                                                      Which
                                          -------------------                                                    Depreciated
                                                                                                                  in Latest
                                        Building &                          Accumulated     Date of       Date     Income
     Description                       Improvements          Total          Depreciation  Construction Acquired   Statement
     -----------                       ------------          -----          ------------  ------------ --------   ---------
<S>                                    <C>               <C>               <C>            <C>          <C>       <C>



PYRAMID MALL                            8,830,996         11,006,217         1,189,643       1973      1993       40 Years
   GENEVA                       

SHOPPING CENTER - GLOVERSVILLE            629,081            768,510           154,687       1974      1988       40 Years
   GLOVERSVILLE                 

MCKINLEY PLAZA                          5,110,658          6,357,338           894,323       1991      1992       40 Years
   HAMBURG                      

 HORNELL PLAZA                         20,088,582         20,088,582           128,289       1995      1998       40 Years
    HORNELL                     

CAYUGA PLAZA                            6,095,959          7,493,667         1,465,270       1969      1989       40 Years
   ITHACA                       

SHOPS @ SENECA MALL                     6,792,105          8,337,943           879,664       1971      1993       40 Years
   LIVERPOOL                    

TRANSIT ROAD PLAZA                      2,110,475          2,535,109           271,560       1971      1993       40 Years
   LOCKPORT                     

SHOPPING CENTER - MARCY                 2,326,024          2,726,024           839,627       1971      1986       35 Years
   MARCY                        

WALLKILL PLAZA                          8,729,652         11,174,852           648,691       1986      1995       40 Years
   MIDDLETOWN                   

MONROE SHOPRITE PLAZA                   8,722,770          9,749,247           262,739       1972      1997       40 Years
   MONROE                       

ROCKLAND PLAZA                          8,820,286         12,811,128         3,577,574       1963      1983       40 Years
   NANUET                       

SOUTH PLAZA                             2,635,194          3,143,207         1,118,274       1967      1983       40 Years
   NORWICH                      

WESTGATE PLAZA - ONEONTA                1,465,045          1,607,866           585,660       1967      1984       40 Years
   ONEONTA                      

OSWEGO PLAZA                            3,745,600          3,995,600         1,476,969       1966      1977       40 Years
   OSWEGO                       

MOHAWK ACRES                            2,816,789          3,058,395           943,306       1965      1984       40 Years
</TABLE>




                                      F-41


<PAGE>   80
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
        COLUMN A                           COLUMN B                COLUMN C                  COLUMN D          COLUMN E             
        --------                           --------                --------                  --------          --------             
                                                                                                              Gross Amount
                                                                                               Cost            at Which
                                                                                           Capitalized       Carried at the
                                                                                          Subsequent to       Close of the
                                                              Initial Cost to Company       Acquisition          Period
                                                              -----------------------       -----------      --------------  
                                                                                                                                
                                                                           Building &                                           
     Description                         Encumbrances      Land          Improvements      Improvements           Land          
     -----------                         ------------      ----          ------------      ------------           ----          
<S>                              <C>    <C>               <C>            <C>              <C>                  <C>              
ROME                              NY

MONTGOMERY WARD                                             93,341          483,405         231,437                93,341       
   ROME                           NY

PRICE CHOPPER PLAZA                                        933,792        3,735,170                               933,792       
   ROME                           NY

WESTGATE MANOR PLAZA - ROME                                211,711          391,982         816,709               211,711       
   ROME                           NY

NORTHLAND                                                   16,182          255,557         823,737                16,182       
   WATERTOWN                      NY

 SHOPPING CENTER                                         1,912,323        7,649,291                             1,912,323       
    ASHLAND                       OH

HARBOR PLAZA                                               388,997        1,456,108         253,099               388,997       
   ASHTABULA                      OH

BELPRE PLAZA                                                              2,066,121         140,189                             
   BELPRE                         OH

SOUTHWOOD PLAZA                                            707,073        1,537,519         879,270               707,073       
   BOWLING GREEN                  OH

 SHOPPING CENTER                                           937,772        3,751,086          27,120               937,772       
    CELINA                        OH

BRENTWOOD PLAZA                                          2,027,969        8,222,875         630,901             2,027,969       
   CINCINNATI                     OH

DELHI SHOPPING CENTER                                    2,300,029        9,218,117          23,207             2,300,029       
   CINCINNATI                     OH

WESTERN VILLAGE SHOPPING CENTER                          1,321,484        5,300,935         117,335             1,321,484       
   CINCINNATI                     OH

CROWN POINT SHOPPING CENTER                 7,823,966    2,881,681        7,958,319           8,564             2,881,681       
   COLUMBUS                       OH

 RIVER RUN CENTRE                           2,833,351    1,008,861        4,035,444                             1,008,861       
    COSHOCTON                     OH
</TABLE>


<TABLE>
<CAPTION>
        COLUMN A                                COLUMN E                     COLUMN F      COLUMN G    COLUMN H   COLUMN I
        --------                                --------                     --------      --------    --------   --------

                                
                                
                                 Gross Amount at Which Carried at the                                             Life on
                                          Close of the Period                                                      Which
                                          -------------------                                                    Depreciated
                                                                                                                  in Latest
                                        Building &                          Accumulated     Date of       Date     Income
     Description                       Improvements          Total          Depreciation  Construction Acquired   Statement
     -----------                       ------------          -----          ------------  ------------ --------   ---------
<S>                                    <C>               <C>               <C>            <C>          <C>       <C>
ROME                                   NY 

MONTGOMERY WARD                           714,842            808,183           280,465       1965      1984       40 Years
   ROME                         

PRICE CHOPPER PLAZA                     3,735,170          4,668,962           502,252       1988      1993       40 Years
   ROME                         

WESTGATE MANOR PLAZA - ROME             1,208,691          1,420,402           296,138       1961      1986       40 Years
   ROME                         

NORTHLAND                               1,079,294          1,095,476           350,633       1962      1973       40 Years
   WATERTOWN                    

 SHOPPING CENTER                        7,649,291          9,561,614            48,850       1990      1998       40 years
    ASHLAND                     

HARBOR PLAZA                            1,709,207          2,098,204           357,743       1988      1991       40 Years
   ASHTABULA                    

BELPRE PLAZA                            2,206,310          2,206,310           624,217       1969      1988       40 Years
   BELPRE                       

SOUTHWOOD PLAZA                         2,416,789          3,123,862           789,527       1961      1990       40 Years
   BOWLING GREEN                

 SHOPPING CENTER                        3,778,206          4,715,978            25,838       1990      1998       40 years
    CELINA                      

BRENTWOOD PLAZA                         8,853,776         10,881,745           986,748       1957      1994       40 Years
   CINCINNATI                   

DELHI SHOPPING CENTER                   9,241,324         11,541,353           586,777     1973,85,87  1996       40 Years
   CINCINNATI                   

WESTERN VILLAGE SHOPPING CENTER         5,418,270          6,739,754           626,669       1960      1994       40 Years
   CINCINNATI                   

CROWN POINT SHOPPING CENTER             7,966,883         10,848,564           132,833     1980-85,97  1998       40 Years
   COLUMBUS                     

 RIVER RUN CENTRE                       4,035,444          5,044,305            25,771       1992      1998       40 Years
    COSHOCTON                   
</TABLE>


                                      F-42
<PAGE>   81
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
        COLUMN A                             COLUMN B                 COLUMN C              COLUMN D           COLUMN E
        --------                             --------                 --------              --------           --------

                                                                                              Cost          Gross Amount at
                                                                                           Capitalized      Which Carried at
                                                                                          Subsequent to     the Close of the       
                                                              Initial Cost to Company      Acquisition           Period  
                                                              -----------------------      -----------      ----------------      
                                                                                                                       
                                                                              Building &                                
     Description                           Encumbrances       Land          Improvements   Improvements      Land       
     -----------                           ------------       ----          ------------   ------------      ----       
<S>                              <C>      <C>              <C>              <C>           <C>             <C>           
SOUTH TOWNE CENTRE                                          4,737,368        9,636,943    1,564,282        4,737,368    
   DAYTON                         OH

HERITAGE SQUARE                                             1,749,182        7,011,927       59,707        1,749,182    
   DOVER                          OH

MIDWAY CROSSING                                             1,944,200        7,776,800      179,675        1,944,200    
   ELYRIA                         OH

FAIRFIELD MALL                                              1,287,649        1,685,919      101,962        1,287,649    
   FAIRFIELD                      OH

SILVER BRIDGE PLAZA                                           919,022        3,197,673    1,490,228          919,022    
   GALLIPOLIS                     OH

SHOPPING CENTER - GENOA                                        96,001        1,016,349                        96,001    
   GENOA                          OH

PARKWAY PLAZA                                                 950,667        2,069,921      466,216          950,667    
   MAUMEE                         OH

NEW BOSTON SHOPPING CENTER                                  2,102,371        9,176,918      128,373        2,102,371    
   NEW BOSTON                     OH

MARKET PLACE                                                  597,923        3,738,164      403,895          597,923    
   PIQUA                          OH

BRICE PARK SHOPPING CENTER                    5,136,931     4,854,414       10,204,698        5,545        4,854,414    
   REYNOLDSBURG                   OH

CENTRAL AVE MARKET PLACE                                    1,046,480        1,769,207      381,861        1,046,480    
   TOLEDO                         OH

GREENTREE SHOPPING CENTER                     6,732,454     3,379,200        6,860,800                     3,379,200    
   UPPER ARLINGTON                OH

 SAFEWAY BUILDING                                             466,464        1,865,857                       466,464    
    MUSKOGEE                      OK

BETHEL PARK PLAZA                                             868,039        9,933,094      888,266          868,039    
   BETHEL PARK                    PA

 KROGER BUILDING                                              349,418        1,397,671                       349,418    
    CLEARFIELD                    PA
</TABLE>



<TABLE>
<CAPTION>
        COLUMN A                                 COLUMN E                     COLUMN F      COLUMN G    COLUMN H   COLUMN I
        --------                                 --------                     --------      --------    --------   --------

                                
                                
                                  Gross Amount at Which Carried at the                                             Life on
                                           Close of the Period                                                      Which
                                           -------------------                                                    Depreciated
                                                                                                                   in Latest
                                         Building &                          Accumulated     Date of       Date     Income
     Description                        Improvements          Total          Depreciation  Construction Acquired   Statement
     -----------                        ------------          -----          ------------  ------------ --------   ---------
<S>                                     <C>               <C>               <C>            <C>          <C>       <C>
SOUTH TOWNE CENTRE                      11,201,225         15,938,593         2,061,034       1972      1992       40 Years
   DAYTON                       

HERITAGE SQUARE                          7,071,634          8,820,816           988,601       1959      1993       40 Years
   DOVER                        

MIDWAY CROSSING                          7,956,475          9,900,675           585,046       1986      1995       40 Years
   ELYRIA                       

FAIRFIELD MALL                           1,787,881          3,075,530           393,357       1978      1990       40 Years
   FAIRFIELD                    

SILVER BRIDGE PLAZA                      4,687,901          5,606,923         1,826,085       1972      1986       40 Years
   GALLIPOLIS                   

SHOPPING CENTER - GENOA                  1,016,349          1,112,350           198,155       1987      1991       40 Years
   GENOA                        

PARKWAY PLAZA                            2,536,137          3,486,804           572,411       1955      1989       40 Years
   MAUMEE                       

NEW BOSTON SHOPPING CENTER               9,305,291         11,407,662         1,363,313       1991      1993       40 Years
   NEW BOSTON                   

MARKET PLACE                             4,142,059          4,739,982           857,770       1972      1991       40 Years
   PIQUA                        

BRICE PARK SHOPPING CENTER              10,210,243         15,064,657           181,170      1989-92    1998       40 Years
   REYNOLDSBURG                 

CENTRAL AVE MARKET PLACE                 2,151,068          3,197,548           435,396       1968      1990       40 Years
   TOLEDO                       

GREENTREE SHOPPING CENTER                6,860,800         10,240,000           114,347     1974,80,91  1998       40 Years
   UPPER ARLINGTON              

 SAFEWAY BUILDING                        1,865,857          2,332,321            11,916       1981      1998       40 years
    MUSKOGEE                    

BETHEL PARK PLAZA                       10,821,360         11,689,399           451,976       1965      1997       40 Years
   BETHEL PARK                  

 KROGER BUILDING                         1,397,671          1,747,088             8,926       1982      1998       40 years
    CLEARFIELD                  
</TABLE>


                                      F-43


<PAGE>   82
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
          COLUMN A               COLUMN B            COLUMN C            COLUMN D                      COLUMN E                    
          --------               --------            --------            --------                      --------                    
                                                                           Cost
                                                                        Capitalized                                                
                                                                       Subsequent to       Gross Amount at Which Carried at the    
                                             Initial Cost to Company    Acquisition                Close of the Period             
                                             -----------------------    ------------              -------------------              
                                                         Building &                                    Building &                  
       Description            Encumbrances   Land       Improvements    Improvements       Land       Improvement        Total     
       -----------            ------------   ----       ------------    ------------       ----       -----------        -----     
<S>                           <C>          <C>          <C>             <C>             <C>           <C>             <C>          
DILLSBURG SHOPPING                         1,166,376      4,665,505                     1,166,376       4,665,505       5,831,881  
    CENTER DILLSBURG      PA                                                                                                       
                                                                                                                                   
 SHOPPING CENTER                           3,356,245     13,424,980                     3,356,245      13,424,980      16,781,225  
    ELIZABETHTOWN         PA                                                                                                       
                                                                                                                                   
HARDEES - PAD                                               400,000                                       400,000         400,000  
   HANOVER                PA                                                                                                       
                                                                                                                                   
 SHOPPING CENTER               3,673,459   1,522,216      6,088,864                     1,522,216       6,088,864       7,611,079  
    JOHNSTOWN             PA                                                                                                       
                                                                                                                                   
NEW GARDEN SHOPPING                          912,130      3,161,495         (17,349)     912,130       3,144,146       4,056,276   
    CENTER KENNETT                                                                                                                 
    SQUARE                PA

STONEMILL PLAZA                            1,407,975      5,650,901          58,389     1,407,975       5,709,290       7,117,265  
   LANCASTER              PA                                                                                                       
                                                                                                                                   
CROSSROADS PLAZA                             384,882      1,040,668         368,438       384,882       1,409,106       1,793,988  
   MT. PLEASANT           PA                                                                                                       
                                                                                                                                   
ACME MARKET                                  227,720      1,398,726                       227,720       1,398,726       1,626,446  
   PHILADELPHIA           PA                                                                                                       
                                                                                                                                   
IVYRIDGE SHOPPING CENTER                   1,504,080      6,026,320         810,424     1,504,080       6,836,744       8,340,824  
   PHILADELPHIA           PA                                                                                                       
                                                                                                                                   
ROOSEVELT MALL ANNEX                         159,703         91,798       1,076,586       159,703       1,168,384       1,328,087  
   PHILADELPHIA           PA                                                                                                       
                                                                                                                                   
ROOSEVELT MALL NE                          1,772,003      2,602,635       6,578,787     1,772,003       9,181,422      10,953,425  
   PHILADELPHIA           PA                                                                                                       
                                                                                                                                   
STRAWBRIDGE'S                                605,607      3,923,050                       605,607       3,923,050       4,528,657  
   PHILADELPHIA           PA                                                                                                       
                                                                                                                                   
 LUCKY BUILDING                              503,170      2,012,679                       503,170       2,012,679       2,515,849  
    PITTSBURGH            PA                                                                                                       
                                                                                                                                   
ST MARY'S PLAZA                              977,711      3,910,842         136,029       977,711       4,046,871       5,024,582  
   ST. MARY'S             PA                                                                                                       
                                                                                                                                   
NORTHLAND CENTER                           1,198,947      4,824,500          77,156     1,198,947       4,901,656       6,100,603  
</TABLE>





<TABLE>
<CAPTION>
          COLUMN A              COLUMN F       COLUMN G     COLUMN H       COLUMN I
          --------              --------       --------     --------       --------
                                                                           Life on
                                                                            Which
                                                                          Depreciated
                                                                           in Latest
                               Accumulated    Date of          Date        Income
       Description            Depreciation   Construction    Acquired     Statement
       -----------            ------------   ------------    --------    ------------
<S>                           <C>            <C>             <C>         <C>
DILLSBURG SHOPPING               257,523         1994          1996        40 Years
    CENTER DILLSBURG      PA                                            
                                                                        
 SHOPPING CENTER                  85,734        1993-94        1998        40 Years
    ELIZABETHTOWN         PA                                            
                                                                        
HARDEES - PAD                     14,583         1971          1997        35 Years
   HANOVER                PA                                            
                                                                        
 SHOPPING CENTER                  38,884         1993          1998        40 Years
    JOHNSTOWN             PA                                            
                                                                        
NEW GARDEN SHOPPING             130,651         1979          1997        40 Years  
    CENTER KENNETT                                      
    SQUARE                PA

STONEMILL PLAZA                  708,715         1988          1994        40 Years
   LANCASTER              PA                                            
                                                                        
CROSSROADS PLAZA                 347,696         1975          1988        40 Years
   MT. PLEASANT           PA                                            
                                                                        
ACME MARKET                       13,094         1980          1998        40 Years
   PHILADELPHIA           PA                                            
                                                                        
IVYRIDGE SHOPPING CENTER         527,067         1963          1995        40 Years
   PHILADELPHIA           PA                                            
                                                                        
ROOSEVELT MALL ANNEX             620,436         1958          1974        40 Years
   PHILADELPHIA           PA                                            
                                                                        
ROOSEVELT MALL NE              4,811,010         1964          1964        40 Years
   PHILADELPHIA           PA                                            
                                                                        
STRAWBRIDGE'S                  3,923,050         1964          1964        35 Years
   PHILADELPHIA           PA                                            
                                                                        
 LUCKY BUILDING                   12,853         1982          1998        40 years
    PITTSBURGH            PA                                            
                                                                        
ST MARY'S PLAZA                  427,073         1970          1994        40 Years
   ST. MARY'S             PA                                            
                                                                        
NORTHLAND CENTER                 871,611         1988          1992        40 Years
</TABLE>



                                      F-44

<PAGE>   83
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
          COLUMN A               COLUMN B          COLUMN C              COLUMN D                      COLUMN E                    
          --------               --------          --------              --------                      --------                    
                                                                           Cost
                                                                        Capitalized                                                
                                                                       Subsequent to       Gross Amount at Which Carried at the    
                                             Initial Cost to Company    Acquisition                Close of the Period             
                                             -----------------------    ------------              -------------------              
                                                         Building &                                    Building &                  
       Description            Encumbrances   Land       Improvements    Improvements       Land       Improvement        Total     
       -----------            ------------   ----       ------------    ------------       ----       -----------        -----     
<S>                           <C>          <C>          <C>             <C>             <C>           <C>             <C>          
   STATE COLLEGE          PA                                                                                                       
                                                                                                                                   
HAMPTON SQUARE SHOPPING                    1,214,400      2,465,600                     1,214,400       2,465,600       3,680,000  
   CENTER UPPER SO.                                                                                                                
   HAMPTON                PA                                                                                                       
SHOPS AT PROSPECT                            741,941      2,967,765          70,154       741,941       3,037,919       3,779,860  
   WEST HEMPFIELD         PA                                                                                                       
                                                                                                                                   
YORK MARKETPLACE                           3,199,353     12,797,412       1,316,020     3,199,353      14,113,432      17,312,785  
   YORK                   PA                                                                                                       
                                                                                                                                   
 SHOPPING CENTER               3,882,406   1,367,252      5,469,006                     1,367,252       5,469,006       6,836,258  
    N. CHARLESTON         SC                                                                                                       
                                                                                                                                   
 SHOPPING CENTER               5,042,879   1,472,830      5,891,318                     1,472,830       5,891,318       7,364,147  
    HILTON HEAD           SC                                                                                                       
                                                                                                                                   
 SHOPPING CENTER               2,444,592     473,111      1,892,443                       473,111       1,892,443       2,365,554  
    HILTON HEAD           SC                                                                                                       
                                                                                                                                   
 KROGER BUILDING                             371,529      1,486,116                       371,529       1,486,116       1,857,646  
    JAMES ISLAND          SC                                                                                                       
                                                                                                                                   
 SHOPPING CENTER                           2,709,529     10,838,118                     2,709,529      10,838,118      13,547,647  
    JAMES ISLAND          SC                                                                                                       
                                                                                                                                   
CONGRESS CROSSING                          1,098,351      6,747,013          84,281     1,098,351       6,831,294       7,929,645  
   ATHENS                 TN                                                                                                       
                                                                                                                                   
 WINN DIXIE BUILDING                         578,450      2,313,798                       578,450       2,313,798       2,892,248  
    CHATANNOOGA           TN                                                                                                       
                                                                                                                                   
 SHOPPING CENTER               4,298,095   1,423,187      5,692,747                     1,423,187       5,692,747       7,115,934  
    CHATTANOOGA           TN                                                                                                       
                                                                                                                                   
 SHOPPING CENTER               4,783,273    1,612,925      6,451,700                     1,612,925       6,451,700       8,064,625 
    COLLEGEDALE           TN                                                                                                       
                                                                                                                                   
 SADDLE TREE VILLAGE           2,059,719     658,676      2,634,704                       658,676       2,634,704       3,293,380  
    COLUMBIA              TN                                                                                                       
                                                                                                                                   
WEST TOWNE SQUARE                            529,103      3,880,088       1,023,701       529,103       4,903,789       5,432,892  
   SHOPPING CENTER            
   ELIZABETHTON           TN
</TABLE>






<TABLE>
<CAPTION>
          COLUMN A                 COLUMN F       COLUMN G     COLUMN H       COLUMN I
          --------                 --------       --------     --------       --------
                                                                              Life on
                                                                               Which
                                                                             Depreciated
                                                                              in Latest
                                  Accumulated    Date of          Date        Income
       Description               Depreciation   Construction    Acquired     Statement
       -----------               ------------   ------------    --------    ------------
<S>                              <C>            <C>             <C>         <C>
   STATE COLLEGE          PA                                               
                                                                           
HAMPTON SQUARE SHOPPING               2,568         1980          1998        40 Years
   CENTER UPPER SO.                                          
   HAMPTON                PA
SHOPS AT PROSPECT                   268,635         1994          1995        40 Years
   WEST HEMPFIELD         PA                                               
                                                                           
YORK MARKETPLACE                  1,251,345         1955          1995        40 Years
   YORK                   PA                                               
                                                                           
 SHOPPING CENTER                     34,926         1996          1998        40 Years
    N. CHARLESTON         SC                                               
                                                                           
 SHOPPING CENTER                     37,623         1989          1998        40 years
    HILTON HEAD           SC                                               
                                                                           
 SHOPPING CENTER                     12,085         1994          1998        40 Years
    HILTON HEAD           SC                                               
                                                                           
 KROGER BUILDING                      9,491         1982          1998        40 years
    JAMES ISLAND          SC                                               
                                                                           
 SHOPPING CENTER                     69,214        1993-94        1998        40 Years
    JAMES ISLAND          SC                                               
                                                                           
CONGRESS CROSSING                 1,184,081         1990          1992        40 Years
   ATHENS                 TN                                               
                                                                           
 WINN DIXIE BUILDING                 14,776         1995          1998        40 Years
    CHATANNOOGA           TN                                               
                                                                           
 SHOPPING CENTER                     36,355         1995          1998        40 Years
    CHATTANOOGA           TN                                               
                                                                           
 SHOPPING CENTER                      41,202         1997          1998        40 Years
    COLLEGEDALE           TN                                               
                                                                           
 SADDLE TREE VILLAGE                 16,826         1990          1998        40 Years
    COLUMBIA              TN                                               
                                                                           
WEST TOWNE SQUARE                    64,720       1970,1998       1998        40 Years
   SHOPPING CENTER           
   ELIZABETHTON           TN                                               
</TABLE>



                                      F-45
<PAGE>   84
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
      COLUMN A                   COLUMN B           COLUMN C             COLUMN D                      COLUMN E                    
      --------                   --------           --------             --------                      --------                    
                                                                           Cost
                                                                        Capitalized                                                
                                                                       Subsequent to       Gross Amount at Which Carried at the    
                                             Initial Cost to Company    Acquisition                Close of the Period             
                                             -----------------------    ------------              -------------------              
                                                         Building &                                    Building &                  
     Description              Encumbrances   Land       Improvements    Improvements       Land       Improvement        Total     
     -----------              ------------   ----       ------------    ------------       ----       -----------        -----     
<S>                           <C>          <C>          <C>             <C>             <C>           <C>             <C>          
GREENEVILLE COMMONS                        1,075,200      7,884,800          23,156     1,075,200       7,907,956       8,983,156  
   GREENEVILLE            TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                              883,031      3,532,122                       883,031       3,532,122       4,415,153  
   HENDERSONVILLE         TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                            3,688,852     14,755,406          12,500     3,688,852      14,767,906      18,456,758  
   KIMBALL                TN                                                                                                       
                                                                                                                                   
KINGS GIANT SHOPPING                                      2,500,633         268,686                     2,769,319       2,769,319  
   CENTER KINGSPORT       TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                6,006,762   2,283,168      9,132,672         (49,105)    2,273,347       9,093,387      11,366,734  
   KNOXVILLE              TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                              773,263      3,093,053                       773,263       3,093,053       3,866,316  
   MANCHESTER             TN                                                                                                       
                                                                                                                                   
GEORGETOWN SQUARE                          1,166,924      4,674,698         208,425     1,166,924       4,883,123       6,050,047  
   MURFREESBORO           TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                              699,799      2,799,195           1,246       699,799       2,800,441       3,500,240  
   SHELBYVILLE            TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                9,110,071   2,831,598     11,326,392                     2,831,598      11,326,392      14,157,990  
   TULLAHOMA              TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                            2,777,062     11,108,246                     2,777,062      11,108,246      13,885,308  
   WINCHESTER             TN                                                                                                       
                                                                                                                                   
SHOPPING CENTER                            7,147,858     28,591,433                     7,147,858      28,591,433      35,739,291  
   ARLINGTON              TX                                                                                                       
                                                                                                                                   
KMART BUILDING                               517,921      2,071,685                       517,921       2,071,685       2,589,606  
   DE SOTO                TX                                                                                                       
                                                                                                                                   
DHG (Beechnut)                                70,000        280,000                        70,000         280,000         350,000  
   HOUSTON                TX                                                                                                       
                                                                                                                                   
DHG (Bellaire)                                55,000        220,000                        55,000         220,000         275,000  
   HOUSTON                TX                                                                                                       
                                                                                                                                   
SHOPPING CENTER                3,092,614     933,850      3,735,400                       933,850       3,735,400       4,669,250  
   IRVING                 TX                                                                                                       
</TABLE>




<TABLE>
<CAPTION>
      COLUMN A                    COLUMN F       COLUMN G     COLUMN H       COLUMN I
      --------                    --------       --------     --------       --------
                                                                             Life on
                                                                              Which
                                                                            Depreciated
                                                                            in Latest
                                 Accumulated    Date of          Date        Income
     Description                Depreciation   Construction    Acquired     Statement
     -----------                ------------   ------------    --------    ------------
<S>                             <C>            <C>             <C>         <C>
GREENEVILLE COMMONS              1,360,474         1990          1992        40 Years
   GREENEVILLE            TN                                              
                                                                          
SHOPPING CENTER                     22,557         1989          1998        40 years
   HENDERSONVILLE         TN                                              
                                                                          
SHOPPING CENTER                     94,295         1987          1998        40 Years
   KIMBALL                TN                                              
                                                                          
KINGS GIANT SHOPPING               471,817         1970          1992        40 Years
   CENTER KINGSPORT       TN                                              
                                                                          
SHOPPING CENTER                     58,323         1990          1998        40 Years
   KNOXVILLE              TN                                              
                                                                          
SHOPPING CENTER                     19,753         1990          1998        40 years
   MANCHESTER             TN                                              
                                                                          
GEORGETOWN SQUARE                  751,655         1986          1993        40 Years
   MURFREESBORO           TN                                              
                                                                          
SHOPPING CENTER                     17,876         1985          1998        40 Years
   SHELBYVILLE            TN                                              
                                                                          
SHOPPING CENTER                     72,332         1995          1998        40 Years
   TULLAHOMA              TN                                              
                                                                          
SHOPPING CENTER                     70,939         1997          1998        40 Years
   WINCHESTER             TN                                              
                                                                          
SHOPPING CENTER                    182,589        1992-93        1998        40 Years
   ARLINGTON              TX                                              
                                                                          
KMART BUILDING                      13,230         1980          1998        40 years
   DE SOTO                TX                                              
                                                                          
DHG (Beechnut)                       1,788         1985          1998        40 years
   HOUSTON                TX                                              
                                                                          
DHG (Bellaire)                       1,405         1985          1998        40 years
   HOUSTON                TX                                              
                                                                          
SHOPPING CENTER                     23,855         1987          1998        40 years
   IRVING                 TX                                              
</TABLE>




                                      F-46
<PAGE>   85
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
          COLUMN A               COLUMN B           COLUMN C             COLUMN D                      COLUMN E
          --------               --------           --------             --------                      --------
                                                                           Cost
                                                                        Capitalized                                                
                                                                       Subsequent to       Gross Amount at Which Carried at the    
                                             Initial Cost to Company    Acquisition                Close of the Period             
                                             -----------------------    ------------              -------------------              
                                                         Building &                                    Building &                  
       Description            Encumbrances   Land       Improvements    Improvements       Land       Improvement        Total     
       -----------            ------------   ----       ------------    ------------       ----       -----------        -----     
<S>                           <C>          <C>          <C>             <C>             <C>           <C>             <C>          
 KROGER BUILDING                             381,512      1,526,050                       381,512       1,526,050       1,907,562  
    MISSOURI CITY         TX                                                                                                       
                                                                                                                                   
 EL CHICO REST. #75 AND 
    OUTPARCEL TEMPLE      TX                 446,686        487,294                       446,686         487,294         933,980  
                                                                                                                                   
                                                                                                                                   
 SHOPPING CENTER              17,885,496   9,864,539     39,458,154         623,429     9,864,539      40,081,583      49,946,122  
    WEST VALLEY           UT                                                                                                       
                                                                                                                                   
SHOPPING CENTER -                            290,000        792,441                       290,000         792,441       1,082,441  
    COLONIAL HTS          VA                                                                                                       
    COLONIAL HEIGHTS                                                                                                               

   PIZZA HUT - PAD                                          427,500                                       427,500         427,500  
                          VA                                                                                                       
                                                                                                                                   
FACTORY MERCHANTS                            411,023      1,644,017       1,046,535       411,023       2,690,552       3,101,575  
   FT CHISWELL MAX                                                                                                                 
   MEADOWS                VA                                                                                                       

HANOVER SQUARE SHOPPING                    1,778,701      7,114,805         210,309     1,778,701       7,325,114       9,103,815  
   CENTER MECHANICSVILLE  VA                                                                                                       
                                                                                                                                   
VICTORIAN SQUARE                           3,548,432     14,208,727         115,710     3,548,432      14,324,437      17,872,869  
   MIDLOTHIAN             VA                                                                                                       
                                                                                                                                   
 SHOPPING CENTER                           2,685,565     10,742,259                     2,685,565      10,742,259      13,427,823  
    NORTON                VA                                                                                                       
                                                                                                                                   
CAVE SPRING CORNERS                        1,064,298      4,257,792           3,720     1,064,298       4,261,512       5,325,810  
SHOPPING ROANOKE CENTER   VA                                                                                                       
                                                                                                                                   
HUNTING HILLS SHOPPING         4,294,817   1,897,007      6,010,376                     1,897,007       6,010,376       7,907,383  
   ROANOKE CENTER         VA                                                                                                       
                                                                                                                                   
SHOPPING CENTER -                            250,000      1,363,880         260,466       250,000       1,624,346       1,874,346  
 SPOTSYLVANIA 
 SPOTSYLVANIA             VA                                                                                                       
                                                                                                                                   
LAKE DRIVE PLAZA               3,843,899   1,432,155      4,616,848          18,600     1,432,155       4,635,448       6,067,603  
   VINTON                 VA                                                                                                       
                                                                                                                                   
RIDGEVIEW CENTRE                           2,707,679      4,417,792         567,515     2,707,679       4,985,307       7,692,986  
   WISE                   VA                                                                                                       
                                                                                                                                   
MOUNDSVILLE PLAZA                            228,283      1,989,798       5,119,516       228,283       7,109,314       7,337,597  
   MOUNDSVILLE            WV                                                                                                       
</TABLE>




<TABLE>
<CAPTION>
          COLUMN A                COLUMN F       COLUMN G     COLUMN H       COLUMN I
          --------                --------       --------     --------       --------
                                                                             Life on
                                                                              Which
                                                                           Depreciated
                                                                            in Latest
                                 Accumulated    Date of          Date        Income
       Description              Depreciation   Construction    Acquired     Statement
       -----------              ------------   ------------    --------    ------------
<S>                             <C>            <C>             <C>         <C>
 KROGER BUILDING                     9,746         1982          1998        40 years
    MISSOURI CITY         TX                                              
                                                                          
 EL CHICO REST. #75 AND 
    OUTPARCEL TEMPLE      TX         3,112                       1998        40 Years
                                            
                                                                              
 SHOPPING CENTER                   251,986         1970          1998        40 Years
    WEST VALLEY           UT                                              
                                                                              
SHOPPING CENTER -                  286,789         1972          1986        35 Years
    COLONIAL HTS          VA                                              
    COLONIAL HEIGHTS                                                                              

   PIZZA HUT - PAD                  29,518         1969          1996        35 Years
                          VA                                              
                                                                              
FACTORY MERCHANTS                  990,970         1989          1993        40 Years
   FT CHISWELL MAX                                         
   MEADOWS                VA

HANOVER SQUARE SHOPPING          1,178,757         1991          1993        40 Years
   CENTER MECHANICSVILLE  VA                                              
                                                                              
VICTORIAN SQUARE                 1,723,386         1991          1994        40 Years
   MIDLOTHIAN             VA                                              
                                                                              
 SHOPPING CENTER                    66,914         1989          1998        40 years
    NORTON                VA                                              
                                                                              
CAVE SPRING CORNERS                163,978         1969          1997        40 Years
SHOPPING ROANOKE CENTER   VA                                              
                                                                              
HUNTING HILLS SHOPPING             106,434         1989          1998        40 Years
   ROANOKE CENTER         VA                                              
                                                                              
SHOPPING CENTER -                  518,486         1970          1986        35 Years
 SPOTSYLVANIA 
 SPOTSYLVANIA             VA                                              
                                                                              
LAKE DRIVE PLAZA                    82,183         1976          1998        40 Years
   VINTON                 VA                                              
                                                                              
RIDGEVIEW CENTRE                   798,906         1990          1992        40 Years
   WISE                   VA                                              
                                                                              
MOUNDSVILLE PLAZA                  996,381         1961          1988        40 Years
</TABLE>



                                      F-47

<PAGE>   86
               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                December 31, 1998

<TABLE>
<CAPTION>
          COLUMN A               COLUMN B           COLUMN C             COLUMN D                      COLUMN E
          --------               --------           --------             --------                      --------
                                                                           Cost
                                                                        Capitalized                                               
                                                                       Subsequent to       Gross Amount at Which Carried at the   
                                             Initial Cost to Company    Acquisition                Close of the Period            
                                             -----------------------    ------------              -------------------             
                                                         Building &                                    Building &                 
       Description            Encumbrances   Land       Improvements    Improvements       Land       Improvement        Total    
       -----------            ------------   ----       ------------    ------------       ----       -----------        -----    
<S>                           <C>          <C>          <C>             <C>             <C>           <C>             <C>         
   MOUNDSVILLE            WV

GRAND CENTRAL PLAZA                                       4,358,333         153,150                     4,511,483       4,511,483 
   PARKERSBURG            WV                                                                                                      
                                                                                                                                  
KMART PLAZA                                  664,121      2,656,483         143,331       664,121       2,799,814       3,463,935 
   VIENNA                 WV                                                                                                      
                                                                                                                                  
ROXBURY TOWNSHIP NJ                          262,878                         13,338       262,878          13,338         276,216 
   ROXBURY                NJ                                                                                                      
                                                                                                                                  
EAST HARTSDALE AVE.                           18,235                                       18,235                          18,235 
   HARTSDALE              NY                                                                                                      
                                                                                                                                  
                             388,185,135 545,357,775  2,118,378,190     161,734,035   545,400,862   2,280,069,138   2,825,470,000 
                             ====================================================================================================
</TABLE>




<TABLE>
<CAPTION>
          COLUMN A                COLUMN F       COLUMN G     COLUMN H       COLUMN I
          --------                --------       --------     --------       --------
                                                                             Life on
                                                                              Which
                                                                           Depreciated
                                                                            in Latest
                                 Accumulated    Date of          Date        Income
       Description              Depreciation   Construction    Acquired     Statement
       -----------              ------------   ------------    --------    ------------
<S>                             <C>            <C>             <C>         <C>
   MOUNDSVILLE            WV

GRAND CENTRAL PLAZA              1,181,169         1986          1988        40 Years
   PARKERSBURG            WV                                              
                                                                              
KMART PLAZA                        398,332         1975          1993        40 Years
   VIENNA                 WV                                              
                                                                             
ROXBURY TOWNSHIP NJ                                1998          1997     
   ROXBURY                NJ                                             
                                                                             
EAST HARTSDALE AVE.                                              1972     
   HARTSDALE              NY                                             
                                                                             
                               158,021,704                               
                               ===========
</TABLE>


                                      F-48
<PAGE>   87

               NEW PLAN EXCEL REALTY TRUST, INC. AND SUBSIDIARIES

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1998
                                 (IN THOUSANDS)

                                   ----------


<TABLE>
<CAPTION>
                                                                                                YEAR ENDED
                                                          FIVE MONTHS ENDED                      JULY 31,
                                                             DECEMBER 31,      ----------------------------------------------
                                                                 1998             1998             1997              1996
                                                          -----------------    -----------      -----------       -----------
<S>                                                       <C>                  <C>              <C>               <C>        

      [a] Reconciliation of total real estate carrying
          value is as follows:


          Balance at beginning of year                        $ 1,452,738       $ 1,277,775      $   977,942       $   765,080

          Acquisitions and improvements                            40,057           174,963          305,390           218,529

          Merger                                                1,332,714              --               --                --

          Cost of property sold                                       (40)             --             (5,557)           (5,667)
                                                              -----------       -----------      -----------       -----------
          Balance at end of year                              $ 2,825,469       $ 1,452,738      $ 1,277.775       $   977,942
                                                              ===========       ===========      ===========       ===========


          Total cost for federal income tax purposes
          at the end of each year                             $ 2,478,694       $ 1,452,738      $ 1,277.775       $   977,942
                                                              ===========       ===========      ===========       ===========


      [b] Reconciliation of accumulated depreciation is 
          as follows:


          Balance at beginning of year                        $   136,978       $   105,866      $    82,523       $    64,007

          Depreciation expense                                     21,043            31,112           24,620            19,724

          Deletions - property sold                                  --                --             (1,278)           (1,208)
                                                              -----------       -----------      -----------       -----------

          Balance at end of year                              $   158,021       $   136,978      $   105,866       $    82,523
                                                              ===========       ===========      ===========       ===========
</TABLE>


                                      F-49


<PAGE>   88
                           NEW PLAN EXCEL REALTY TRUST AND SUBSIDIARIES
                                   MORTGAGE LOANS ON REAL ESTATE
                                      (Amounts in Thousands)
                                           SCHEDULE IV

                                        December 31, 1998


<TABLE>
<CAPTION>
COLUMN A                                       COLUMN B      COLUMN C     COLUMN D                       
--------                                       --------      --------     --------                       
                                               Final         Face                                        
                                               Interest      Maturity     Periodic                       
Description                                    Rate          Date         Payment Terms                  
-----------                                    ----          ----         -------------                  
<S>                                            <C>           <C>          <C>                            
Purchase money first mortgage,
collateralized by a shopping center in                                    Interest payable monthly,
Connellsville, PA                                                         balance at maturity
                                                10%          8/31/1999                                   
                                                                          Interest payable monthly,      
Purchase money first mortgage,                                            $45,000 principal per month    
collateralized by a shopping center in                                    for 17 months, balance at      
Whitesboro, NY                                                            maturity                       
                                                9.38%        7/31/1999                                   
Leasehold mortgage, collateralized by a                                   Interest and principal payable 
tenant lease                                                              monthly                        
                                                11.5%        4/30/2004                                   
Leasehold mortgage, collateralized by a                                   Interest and principal payable 
tenant lease                                                              monthly                        
                                                12%          5/1/2008                                    
Purchase money first mortgage,                                            Interest payable monthly,      
collateralized by a shopping center in                                    balance at maturity            
Harrisonburg, VA                                 9%          7/22/2000                                   
Purchase money first mortgage,                                            Interest payable quarterly and 
collateralized by a shopping center in                                    principal payable at maturity  
New Bern, NC                                                                                             
                                                7.2%         5/9/2001                                    
                                                                                                         
                                                                                                         
Purchase money first mortgage                                             Interest payable monthly and   
collateralized by shopping center in                                      principal payable at maturity  
Hanover, PA                                                                                              
                                                8.75%        7/23/2001                                   
Leasehold mortgage collateralized by a                                    Interest and principal payable 
tenant lease                                                              monthly                        
                                                10%          5/31/2008                                   
                                                                                                         
                                                                                                         
                                                                                                         
</TABLE>


<TABLE>
<CAPTION>
COLUMN A                                       COLUMN E       COLUMN F      COLUMN G
--------                                       --------       --------      --------
                                                              Face          Carrying
                                                              Amount of     Amount of
Description                                    Prior Liens    Mortgages     Mortgages
-----------                                    -----------    ---------     ---------
<S>                                            <C>            <C>           <C>
Purchase money first mortgage,
collateralized by a shopping center in         
Connellsville, PA                              
                                                                $ 5,420       $ 5,180
                                                            
Purchase money first mortgage,                              
collateralized by a shopping center in                      
Whitesboro, NY                                              
                                                                  4,610         4,205
Leasehold mortgage, collateralized by a                     
tenant lease                                                
                                                                    259           201
Leasehold mortgage, collateralized by a                     
tenant lease                                                
                                                                  1,000           851
Purchase money first mortgage,                              
collateralized by a shopping center in                      
Harrisonburg, VA                                                    794           149
Purchase money first mortgage,                              
collateralized by a shopping center in                      
New Bern, NC                                                
                                                                    750           750
                                                            
                                                            
Purchase money first mortgage                               
collateralized by shopping center in                        
Hanover, PA                                                 
                                                                    700           454
Leasehold mortgage collateralized by a                      
tenant lease                                                
                                                                  1,642         1,609
                                                                -------       -------
                                                                $15,175       $13,399
                                                                =======       =======
</TABLE>


Note: Column H is not applicable


                                      F-50


<PAGE>   89
                           NEW PLAN EXCEL REALTY TRUST AND SUBSIDIARIES
                                   MORTGAGE LOANS ON REAL ESTATE

                                      (Amounts in Thousands)
                                           SCHEDULE IV

                                           (continued)

                                            Year Ended


<TABLE>
<CAPTION>
                                        December 31, 1998    July 31, 1998     July 31, 1997
                                        -----------------    -------------     -------------
<S>                                     <C>                  <C>               <C>     
      Balance, beginning of period          $ 13,878           $ 23,107           $ 23,597

      Additions during period:
        New loans                                307              1,322                700

      Reductions during period:
        Collection of principal                 (786)           (10,551)            (1,190)
                                            --------           --------           --------

      Balance, end of period                $ 13,399           $ 13,878           $ 23,107
                                            ========           ========           ========
</TABLE>


                                      F-51


<PAGE>   90
                                   SIGNATURE

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       NEW PLAN EXCEL REALTY TRUST
                                       (Registrant)

                                       By:  /s/ ARNOLD LAUBICH   
                                          ---------------------------------
                                          Arnold Laubich
                                          Chief Executive Officer

Dated:  April 6, 1999

<PAGE>   91
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
        Exhibit
        Number                      Description of Exhibits
        ------                      -----------------------
        <S>       <C>
         *3.1     Articles of Amendment and Restatement of the Charter of the
                  Company filed as Exhibit 3.01 to Amendment No. 1 to the
                  Company's Registration Statement on Form S-3, File No.
                  33-59195, on May 25, 1995.

         *3.2     Articles of Amendment of Articles of Amendment and Restatement
                  of the Charter of the Company filed as Exhibit 4.4 to the
                  Company's Registration Statement on Form S-3, File No.
                  333-65211, on October 1, 1998.

         *3.3     Amended and Restated Bylaws of the Company filed as Exhibit
                  4.6 to the Company's Registration Statement on Form S-3, File
                  No. 333-65211, on October 1, 1998.

         *4.1     Articles Supplementary classifying 4,600,000 shares of
                  preferred stock as 8 1/2% Series A Cumulative Convertible
                  Preferred Stock filed as Exhibit 4.01 to the Company's Current
                  Report on Form 8-K dated February 7, 1997.

         *4.2     Articles Supplementary classifying 690,000 shares of preferred
                  stock as 8 5/8% Series B Cumulative Redeemable Preferred Stock
                  filed as Exhibit 4.02 to the Company's Current Report on Form
                  8-K dated January 14, 1998.

         4.3      Articles Supplementary relating to the Series C Junior
                  Participating Preferred Stock of the Company, which may in the
                  future be issued under the Company's Rights Plan.

         *4.4     Articles Supplementary classifying 150,000 shares of preferred
                  stock as 7.80% Series D Cumulative Voting Step-Up Premium Rate
                  Preferred Stock filed as Exhibit 4.5 to the Company's
                  Registration Statement on Form S-3, File No. 333-65211, on
                  October 1, 1998.

         *10.1    Tennessee General Partnership Agreement, dated as of October
                  13, 1992, between Horne Properties, Inc. and the Company filed
                  as Exhibit 10.2A to Amendment No. 1 to the Company's
                  Registration Statement on Form S-11, File No. 33-63160, on
                  July 12, 1993.

         *10.2    Tennessee General Partnership Agreement to create Horne &
                  Excel Properties (Chapman), dated as of December 30, 1992,
                  between Horne Properties, Inc. and the Company, filed as
                  Exhibit 10.2B to Amendment No. 1 to the Company's Registration
                  Statement on Form S-11, File No. 33-63160, on July 12, 1993.
</TABLE>


<PAGE>   92
<TABLE>
        <S>       <C>

         *10.3    Amended and Restated 1993 Stock Option Plan of the Company
                  filed as Exhibit 4.1 to the Company's Registration Statement
                  on Form S-8, File No. 333-65223, on October 1, 1998.

         10.4     Amendment to the 1993 Stock Option Plan of the Company
                  (Amended and Restated May 28, 1998), dated September 28, 1998.

         10.5     Amendment to the 1993 Stock Option Plan of the Company
                  (Amended and Restated May 28, 1998), dated February 8, 1999.

         *10.6    Form of Incentive Stock Option Agreement under the Company's
                  1993 Stock Option Plan filed as Exhibit 10.11 to the Company's
                  Registration Statement on Form S-11, File No. 33-63160, on May
                  21, 1993.

         *10.7    Form of Non-Qualified Stock Option Agreement under the
                  Company's 1993 Stock Option Plan filed as Exhibit 10.12 to the
                  Company's Registration Statement on Form S-11, File No.
                  33-63160, on May 21, 1993.

         10.8     1994 Directors' Stock Option Plan of the Company (Amended and
                  Restated May 10, 1996).

         10.9     Amendment to the 1994 Directors' Stock Option Plan of the
                  Company (Amended and Restated May 10, 1996), dated September
                  28, 1998.

         *10.10   Form of Stock Option Agreement under the 1994 Directors' Stock
                  Plan of the Company filed as Exhibit 4.2 to the Company's
                  Registration Statement on Form S-8, File No. 333-02329 on
                  April 8, 1996.

         *10.11   New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit
                  4.1 to the Company's Registration Statement on Form S-8, File
                  No. 333-65221, on October 1, 1998.

         *10.12   New Plan Realty Trust 1991 Stock Option Plan, as amended,
                  filed as Exhibit 4.2 to the Company's Registration Statement
                  on Form S-8, File No. 333-65221, on October 1, 1998.

         *10.13   Amended and Restated New Plan Realty Trust 1985 Incentive
                  Stock Option Plan filed as Exhibit 4.3 to the Company's
                  Registration Statement on Form S-8, File No. 333-65221, on
                  October 1, 1998.

         *10.14   New Plan Realty Trust March 1991 Stock Option Plan and
                  Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the
                  Company's Registration Statement on Form S-8, File No.
                  333-65221, on October 1, 1998.

         *10.15   Agreement of Limited Partnership of EH Properties, L.P., dated
                  as of March 25, 1994, by and between the Company and Horne
                  Properties, Inc., together with any other Persons who become
                  Partners in the Partnership as provided therein, filed as
                  Exhibit 10.37 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1994.
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<PAGE>   93
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         *10.16   Partnership Contribution Closing Agreement, dated as of March
                  28, 1994, by and between Horne Properties, Inc., the Company
                  and EH Properties, L.P. filed as Exhibit 10.38 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1994.

         *10.17   Master Agreement, dated as of January 1, 1995, by and among
                  the Company and the limited partnerships named therein filed
                  as Exhibit 10.45 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994.

         *10.18   Closing Memorandum, dated as of January 20, 1995, by and among
                  the Company and the limited partnerships named therein filed
                  as Exhibit 10.46 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994.

         *10.19   Agreement, dated January 20, 1995, by and among the Company
                  and the limited partnerships named therein filed as Exhibit
                  10.47 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994.

         *10.20   Indenture, dated as of May 8, 1995, between the Company and
                  State Street Bank and Trust Company of California, N.A. (as
                  successor to the First National Bank of Boston) filed as
                  Exhibit 4.01 to the Company's Registration Statement on Form
                  S-3, File No. 33-59195, as amended, on May 9, 1995.

         *10.21   First Supplemental Indenture, dated as of April 4, 1997,
                  between the Company and State Street Bank and Trust Company of
                  California, N.A. filed as Exhibit 4.02 to the Company's
                  Registration Statement on Form S-3, File No. 333-24615, as
                  amended, on April 4, 1997.

         *10.22   Second Supplemental Indenture, dated as of July 3, 1997,
                  between the Company and State Street Bank and Trust Company of
                  California, N.A. filed as Exhibit 4.01 to the Company's
                  Current Report on Form 8-K dated July 3, 1997.

         *10.23   Amended and Restated Agreement of Limited Partnership of Excel
                  Realty Partners, L.P., dated as of June 25, 1997, filed as
                  Exhibit 10.20 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1997.

         *10.24   Contribution Agreement by and between each of the partnerships
                  named therein and Excel Realty Partners, L.P. filed as Exhibit
                  10.33 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995.

         *10.25   Contribution Agreement, dated as of June 20, 1997, among Excel
                  Realty Partners, L.P., Briggsmore Plaza Co., G&H Associates,
                  Montebello Plaza Co. and Paradise Plaza Co. filed as Exhibit
                  10.01 to the Company's Current Report on Form 8-K dated July
                  3, 1997.

         10.26    Credit Agreement, dated as of November 21, 1997, by and among
                  New Plan Realty Trust, the Lenders party thereto and The Bank
                  of New York, as agent.

         *10.27   Assignment and Assumption Agreement dated December 1, 1997 by
                  and among New Plan Realty Trust, Bank Hapoalim B.M. and The
                  Bank of New York filed as Exhibit 10.2 to the Annual Report on
                  Form 10-K of New Plan Realty Trust for the fiscal year ended
                  July 31, 1998.
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<PAGE>   94
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         *10.28   Waiver and Amendment to Credit Agreement, dated as of
                  September 25, 1998 by and among New Plan Realty Trust, the
                  Lenders party thereto and The Bank of New York, as agent,
                  filed as Exhibit 10.3 to the Annual Report on Form 10-K of 
                  New Plan Realty Trust for the fiscal year ended July 31, 1998.

         *10.29   Assumption and Substitution Agreement, dated as of September
                  28, 1998 by and among the Company, New Plan Realty Trust, the
                  Lenders party thereto and The Bank of New York, as agent,
                  filed as Exhibit 10.4 to the Annual Report on Form 10-K of 
                  New Plan Realty Trust for the fiscal year ended July 31, 1998.

          10.30   First Amended and Restated Revolving Credit Agreement, dated
                  as of March 31, 1998, among the Company, BankBoston, N.A., the
                  Other Banks which are or may become parties to the Agreement
                  and BankBoston, N.A., as agent.

         *10.31   Distribution Agreement, dated as of March 31, 1998, by and
                  among the Company, ERT Development Corporation and Excel
                  Legacy Corporation filed as Exhibit 2.1 to the Company's
                  Current Report on Form 8-K dated April 2, 1998.

         *10.32   Administrative Services Agreement, dated as of March 31, 1998,
                  by and between the Company and Excel Legacy Corporation, filed
                  as Exhibit 10.1 to the Company's Current Report on Form 8-K
                  dated April 2, 1998.

         *10.33   Intercompany Agreement, dated as of March 31, 1998, by and
                  between the Company and Excel Legacy Corporation, filed as
                  Exhibit 10.2 to the Company's Current Report on Form 8-K dated
                  April 2, 1998.

         *10.34   Tax Sharing Agreement, dated as of March 31, 1998, by and
                  between the Company and Excel Legacy Corporation, filed as
                  Exhibit 10.3 to the Company's Current Report on Form 8-K dated
                  April 2, 1998.

         *10.35   Transitional Services Agreement, dated as of March 31, 1998,
                  by and between the Company and Excel Legacy Corporation, filed
                  as Exhibit 10.4 to the Company's Current Report on Form 8-K
                  dated April 2, 1998.

         *10.36   Agreement and Plan of Merger, dated May 14, 1998, as amended
                  as of August 7, 1998, among the Company, ERT Merger Sub, Inc.
                  and New Plan Realty Trust, filed as Exhibit 2.1 to the
                  Company's Registration Statement on Form S-4, File No.
                  333-61131, dated August 11, 1998.

         *10.37   Rights Agreement, dated as of May 15, 1998, between the
                  Company and BankBoston, N.A., filed as Exhibit 4 to the
                  Company's Report on Form 8-A dated May 22, 1998.

         *10.38   Senior Securities Indenture, dated as of February 3, 1999,
                  among the Company, New Plan Realty Trust, as guarantor, and
                  State Street Bank and Trust Company, as Trustee, filed as
                  Exhibit 4.1 to the Company's Current Report on Form 8-K dated
                  February 3, 1999.

          10.39   Employment Agreement, dated as of September 17, 1998, by and
                  between the Company and William Newman.
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<PAGE>   95

         *10.40   Employment Agreement, dated as of May 14, 1998, by and between
                  the Company and Arnold Laubich, filed as Exhibit 10.1 to the
                  Company's Registration Statement on Form S-4, File No.
                  333-61131, dated August 11, 1998.

         *10.41   Employment Agreement, dated as of May 14, 1998, by and between
                  the Company and Gary B. Sabin, filed as Exhibit 10.2 to the
                  Company's Registration Statement on Form S-4, File No.
                  333-61131, dated August 11, 1998.

         10.42    First Amendment to Employment Agreement, dated as of September
                  25, 1998, by and between the Company and Gary B. Sabin.

         10.43    Employment Agreement, dated as of September 25, 1998, by and
                  between the Company and James M. Steuterman.

         10.44    Employment Agreement, dated as of September 25, 1998, by and
                  between the Company and Richard B. Muir.

         10.45    Employment Agreement, dated as of September 25, 1998, by and
                  between the Company and Steven F. Siegel.

         *10.46   Support Agreement, dated as of May 14, 1998, by William Newman
                  to the Company, filed as Exhibit 10.7 to the Company's
                  Registration Statement on Form S-4, File No. 333-61131, dated
                  August 11, 1998.

         *10.47   Support Agreement, dated as of May 14, 1998, by Arnold Laubich
                  to the Company, filed as Exhibit 10.5 to the Company's
                  Registration Statement on Form S-4, File No. 333-61131, dated
                  August 11, 1998.

         *10.48   Support Agreement, dated as of May 14, 1998, by Gary B. Sabin
                  to the Company, filed as Exhibit 10.6 to the Company's
                  Registration Statement on Form S-4, File No. 333-61131, dated
                  August 11, 1998.

         10.49    Unconditional Guaranty of Payment and Performance, dated as of
                  January 13, 1999, by the Company.

         12       Ratio of Earnings to Fixed Charges. 

         21       Subsidiaries of the Registrant.

         23       Consent of PricewaterhouseCoopers LLP.

         27(1)    Financial Data Schedule.

----------
*Incorporated herein by reference as above indicated.

(1) Filed as exhibit to electronic filing only.