**Exhibit 10.38**

 

**AGREEMENT**

 

AGREEMENT(“Agreement”), dated as of September 27, 2002, by and between New Plan ExcelRealty Trust, Inc., a Maryland corporation (“Company”), and John Roche(“Executive”).

 

RECITALS

 

A.            Executive is currently ExecutiveVice President and Chief Financial Officer of the Company.

 

B.            The Company and Executive enteredinto an employment agreement dated as of April 14, 2000 (the “EmploymentAgreement”).  Pursuant to the terms ofthe Employment Agreement, the “Effective Date” of the Employment Agreement isMay 15, 2000 and the initial term of the “Employment Period” under theEmployment Agreement expires on May 15, 2003.

 

C.            The Company desires to extend the“Employment Period” under the Employment Agreement for a term of three (3)years (i.e., from May 15, 2003 through May 15, 2006) and otherwise on the sameterms and conditions as the Employment Agreement.

 

AGREEMENT

 

IN CONSIDERATIONof the premises and the mutual covenants set forth below, the parties herebyagree to modify the terms of the Employment Agreement as follows:

 

1.                                       TheEmployment Period under the Employment Agreement shall expire on May 15, 2006,subject to the extension provisions contained in Paragraph 2 of the EmploymentAgreement.

 

2.                                       Exceptas herein provided, all of the terms and provisions of the Employment Agreementshall remain unmodified and in full force and effect.

 

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement on the date firstabove written.

 

 
|   |   |   |   |   |   | NEW PLAN EXCEL REALTY  TRUST,  INC., a Maryland corporation |                                                      |
|--------|--------|--------|--------|--------|--------|-------------------------------------------------------------|-----------------------------------------------------------|
|   |   |   |   |   |   |                                                        |                                                      |   |
|   |   |   |   |   |   | By:                                                         | /s/ STEVEN F. SIEGEL                                      |   |
|   |   |   |   |   |   | Name: Steven F. Siegel                                      |                                                      |
|   |   |   |   |   |   | Title:                                                      | Executive Vice  President, General  Counsel and Secretary |   |
|   |   |   |   |   |   |                                                        |                                                      |   |
|   |   |   |   |   |   |                                                        |                                                      |   |
|   |   |   |   |   |   | JOHN ROCHE                                                  |                                                      |
|   |   |   |   |   |   |                                                        |                                                      |   |
|   |   |   |   |   |   |                                                        |                                                      |   |
|   |   |   |   |   |   | /s/ JOHN ROCHE                                              |                                                      |   |
|        |        |        |        |        |        |                                                             |                                                           |  |  |  |  |

 

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