**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC  20549**

** **

**FORM10-K/A**

**(Amendment No. 1)**

 
| **x**  |       | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                              |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       | **For  the fiscal year ended December 31, 2006**                                                                                                                                                                                                                                                                                                       |
|   |       | **OR**                                                                                                                                                                                                                                                                                                                                                 |
| **o**  | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                          |
|   |       | **For  the transition period from                             to                          ** |

 

Commission File Number **1-12244**

**SuperIntermediateCo LLC**

(Exact Name of Registrant as Specified in Its Charter)

** **

| **Maryland**                                        |       | **64-0955724**                                            |
|-----------------------------------------------------|------------|-----------------------------------------------------------|
| (State of Incorporation)                            |       | (I.R.S. Employer                                          |
|                                                |       | Identification No.)                                       |
| **420 Lexington Avenue**                            | ** ** | ** **                                                |
| **New York, NY 10170**                              | ** ** | **(212) 869-3000**                                        |
| (Address of Principal Executive Offices) (Zip Code) |       | (Registrant’s Telephone Number, Including Area Code) |

 

Securities registered pursuant to Section 12(b) of the Act:  **None**

 

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

 

Indicate by check mark if the Registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if theRegistrant is not required to file reports pursuant to Section 13 or Section15(d) of the Securities Exchange Act of 1934. Yes o  No x

 

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months and (2) has been subject to such filing requirements forthe past 90 days. YES  x   NO o

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. o

 

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Checkone):

LargeAccelerated Filer  x                                AcceleratedFiler  o                            Non-AcceleratedFiler  o

 

Indicateby check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No x

 

Theaggregate market value of the Registrant’s shares of common stock held bynon-affiliates was approximately $2,508,098,812 as of June 30, 2006, based onthe closing price of $24.69 on the New York Stock Exchange on that date.

 

Asof February 21, 2007, the number of shares of common stock of the Registrantoutstanding was 103,496,084.

 

Documentsincorporated by reference:  None.

 

 

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**EXPLANATORY NOTE**

 

Asdescribed in New Plan’s Current Report on Form 8-K filed with the Securitiesand Exchange Commission (“SEC”) on April 20, 2007 (the “8-K”), on February 27,2007, New Plan Excel Realty Trust, Inc. (“New Plan”), and Excel RealtyPartners, L.P., a Delaware limited partnership in which New Plan, through awholly owned subsidiary, is the general partner, entered into an Agreement andPlan of Merger (the “Merger Agreement”) with Super IntermediateCo LLC(“IntermediateCo”), Super MergerSub Inc. (“MergerSub”), and Super DownREITMergerSub LLC (“Super REIT MergerSub” and together with IntermediateCo andMergerSub, the “Buyer Parties”). The Buyer Parties are affiliates of CentroProperties Group, an Australian publicly traded real estate company (“Centro”).Pursuant to the Merger Agreement, MergerSub commenced and completed a tenderoffer to purchase all outstanding shares of common stock, par value $0.01 pershare (“Common Stock”), of New Plan at a price of $33.15 per share, net to theholders thereof, in cash (the “Offer Price”). The tender offer, as supplementedby a subsequent offering period, expired at 12:00 midnight, New York city time,on Wednesday, April 18, 2007. On April 19, 2007, MergerSub exercised its top-upoption pursuant to the Merger Agreement to acquire additional shares of CommonStock from New Plan at purchase price equal to the Offer Price per share.

 

OnApril 20, 2007, New Plan and the Buyer Parties completed the other transactionscontemplated by the Merger Agreement, pursuant to which, among other things,MergerSub merged with and into New Plan (the ”Merger”), with New Plansurviving the Merger. As more fully described in the 8-K, in connection withthe Merger, among other things, each share of Common Stock (other than sharesheld by New Plan or any subsidiary of New Plan or by MergerSub) was convertedinto the right to receive the same $33.15 in cash per share as was paid in theOffer, without interest. As a result of the Merger, New Plan became a whollyowned subsidiary of IntermediateCo and any stockholder who held shares ofCommon Stock prior to the Merger ceased to be a stockholder effective as of theMerger. In connection with the tender offer and the Merger, eight of eleven NewPlan directors resigned effective as of April 5, 2007, and the remaining threedirectors resigned effective as of April 20, 2007 (the “Original Directors”).Consequently, none of the Original Directors holds any position withIntermediateCo.

 

Immediatelyfollowing the Merger, on April 20, 2007, New Plan, as the surviving corporationof the Merger, was liquidated (the “Liquidation”), and in connection with theLiquidation, all of New Plan’s  assetswere transferred to, and all of its liabilities were assumed by,IntermediateCo. As a result of the Merger and Liquidation, New Plan filed aCertification and Notice of Termination of Registration on Form 15 pursuant towhich it terminated its reporting obligations under the Securities Exchange Actof 1934, as amended (the “Exchange Act”), with respect to its Common Stock and7.625% Series E Cumulative Redeemable Preferred Stock.

 

Inconnection with the Merger, IntermediateCo, New Plan Realty Trust, LLC and U.S.Bank Trust National Association, as trustee (the “Trustee”), entered intosupplemental indentures to each of New Plan’s three indentures that governednumerous classes of debt securities that New Plan had issued and which debtsecurities remained issued and outstanding after the Merger (collectively, the“Notes”). The supplemental indentures each provided for the assumption byIntermediateCo of all of the obligations of New Plan with respect to the Notesoutstanding under the indentures effective upon consummation of the Merger.

 

IntermediateCo,as the successor obligor on the Notes, intends to continue to file with the SECany annual reports, quarterly reports and other documents that it is requiredto file with the SEC pursuant to the indentures governing the Notes or pursuantto Section 15(d) of the Exchange Act.

 

Consequently,IntermediateCo is filing this Amendment to New Plan’s Annual Report on Form10-K for the fiscal year ended December 31, 2006 (this “Amendment”) that waspreviously filed on February 26, 2007 solely for the purpose of providing theinformation required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K(the “Original 10-K”) not previously provided by New Plan in the Original 10-K.Such information was to be incorporated by reference from New Plan’s definitiveproxy statement in connection with New Plan’s 2007 Annual Meeting ofStockholders. However, due to the Merger, New Plan will not be holding its 2007Annual Meeting of Stockholders and will not file its definitive proxy statementwithin 120 days following the end of its fiscal year. In accordance

 

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withrules promulgated under the Exchange Act, IntermediateCo is filing thisAmendment to include the disclosures required by Part III of Annual Report onForm 10-K.

 

Exceptas otherwise indicated, all information provided in under Items 10, 11, 12, 13and 14 of Part III of this Amendment is as of a date or date specified hereinand, in all cases, prior to the closings of the tender offer, the Merger andthe other related transactions described above (collectively, the“Transactions”) and pertain to New Plan prior to the consummation of theTransactions. Therefore, all references to “New Plan,” the “Company,” “us,”“we,” or “our” in this Amendment (other than in this Explanatory Note) refer toNew Plan Excel Realty Trust, Inc. and its subsidiaries prior to the closings ofthe Transactions. In certain limited circumstances, information provided inthis Amendment pertains to IntermediateCo. Accordingly, all references to“IntermediateCo” refer to Super IntermediateCo LLC, as the successor registrantto New Plan as a result of the Transactions.

 

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TABLE OF CONTENTS

 
| ** ** | ** **                                                                                     | ** ** |
|------------|------------------------------------------------------------------------------------------------|------------|
| PART III   |                                                                                           |       |
|       |                                                                                           | 2          |
| Item 10.   | Directors,  Executive Officers and Corporate Governance                                        |       |
|       |                                                                                           | 5          |
| Item 11.   | Executive  Compensation                                                                        |       |
|       |                                                                                           |       |
| Item 12.   | Security  Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters | 31         |
|       |                                                                                           |       |
| Item 13.   | Certain  Relationships and Related Transactions, and Director Independence                     | 34         |
|       |                                                                                           |       |
| Item 14.   | Principal  Accountant Fees and Services                                                        | 36         |
|       |                                                                                           |       |
| PART IV    |                                                                                           | 37         |
|       |                                                                                           |       |
| Item 15.   | Exhibits  and Financial Statement Schedules                                                    | 37         |

 

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**PART III**

 

## **Item 10.****                           *****Directors,Executive Officers, and Corporate Governance***

##  

**DIRECTORS AND EXECUTIVE OFFICERS**

 

**Executive Officers and Directors of New Plan**

 

Setforth below are the name, age and position of each director and executiveofficer of New Plan as of February 26, 2007:

 

WilliamNewman, age 80, has been our Chairman of the Board of Directors since ourorganization in 1972. He served as our Chief Executive Officer from 1972 to1998 and as our President from 1972 to 1988. He served as President and ChiefExecutive Officer of our predecessor corporation, New Plan Realty Corporation,from the corporation’s organization in 1961 through its reorganization in 1972.He is a past Chairman of National Association of Real Estate Investment Trusts(NAREIT) and has been actively involved in real estate for over 50 years. Mr.Newman’s then existing employment agreement with us provided that we nominatehim at the 2004 annual meeting to serve as a director for a three-year term.William Newman is the brother of Melvin Newman.

 

GlennJ. Rufrano, age 57, has been a director since 2000 and our Chief ExecutiveOfficer since February 2000. From February 2000 until March 2002, Mr. Rufranoalso served as our President. He was a partner in The O’Connor Group, adiversified real estate firm, from its inception in 1983 until March 2000. Hewas Chief Financial Officer of The O’Connor Group from June 1990 to November1994 and President and Chief Operating Officer from November 1994 to March2000. He also was Co-Chairman of The Peabody Group, an association between TheO’Connor Group and J.P. Morgan & Co., Inc., from September 1998 to March2000. He currently serves on a number of boards at New York University’s RealEstate Institute, where he is an adjunct professor, and is a trustee, member ofthe Executive Committee and Treasurer and Secretary of the InternationalCouncil of Shopping Centers. Mr. Rufrano’s employment agreement with usrequired that we nominate him at the 2006 annual meeting to serve as a directorfor a three-year term.

 

JohnB. Roche, age 48, has been an Executive Vice President since March 2002 and theChief Financial Officer of New Plan since May 2000. He was Senior VicePresident of the financial services division of The Related Companies, a fullyintegrated real estate firm, from May 1998 until May 2000.

 

StevenF. Siegel, age 46, has been an Executive Vice President since March 2002 andthe General Counsel of New Plan since 1991. He was our Senior Vice Presidentfrom September 1998 to March 2002. Mr. Siegel has also served as the Secretaryof New Plan from 1991 to September 1998 and since April 1999.

 

LeonardI. Brumberg, age 63, has been Executive Vice President – Portfolio Managementsince March 2005 and an Executive Vice President since September 2000. Mr.Brumberg was Managing Director and Chief Operating Officer of City CenterRetail Trust, a private REIT, from October 1997 until September 2000.

 

DeanR. Bernstein, age 48, has been the Executive VicePresident—Acquisitions/Dispositions of New Plan since March 2005 and has beenemployed by New Plan since 1991. He was New Plan’s Senior Vice President–Acquisitions/Dispositions from January 2001 to February 2005 and its SeniorVice President– Finance from September 1998 to January 2001. Mr. Bernstein isthe son-in-law of William Newman.

 

MichaelA. Carroll, age 38, has been our Executive Vice President—Real EstateOperations since March 2005 and has been employed by us since November 1992.From March 2002 to March 2005, he was our Senior Vice President—Director ofRedevelopment. Between November 1992 and March 2002, Mr. Carroll held variouspositions at the Company, including Vice President—Asset Management, VicePresident—Leasing and Assistant Vice President—Leasing.

 

RaymondH. Bottorf, age 65, has been a director since 1991. He has been ManagingPartner of Global Real Estate Partners, LLC, a private merchant bank, sinceJuly 1999. Mr. Bottorf was the Managing Director of the New York office of theGlobal Real Estate Group of ABN-AMRO, Inc., an investment bank, from 1997through July 1999. From 1990 to 1997,

 

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hewas the President and sole director of U.S. Alpha, Inc., a wholly ownedsubsidiary of Stichting Pensioenfonds ABP, formerly Algemeen BurgerlijkPensioenfonds, a Dutch pension fund.

 

IrwinEngelman, age 72, has been a director since 2003. He is currently a consultantto various industrial companies. From November 1999 until April 2002, he servedas Executive Vice President and Chief Financial Officer of YouthStream MediaNetworks, Inc., a media and retailing company serving high school and collegemarkets. From 1992 until April 1999, he served as Executive Vice President andChief Financial Officer of MacAndrews & Forbes Holdings, Inc., aprivately-held financial holding company. From November 1998 until April 1999,he also served as Vice Chairman, Chief Administrative Officer and a director ofRevlon, Inc., a publicly-traded consumer products company. From 1978 until1992, he served as an executive officer of various public companies includingInternational Specialty Products, Inc. (a subsidiary of GAF Holdings Inc.),CitiTrust Bancorporation, General Foods Corporation and The Singer Company. Heis currently a director and a member of the audit committee of SanfordBernstein Mutual Funds, a publicly-traded mutual fund company, and a directorand a member of the audit committee of eMagin Corporation, a publicly-tradedOLED microdisplays and virtual imaging technologies company.

 

NormanGold, age 75, has been a director since the organization of New Plan in 1972.He is currently of counsel to the law firm of Perkins Coie LLP. From August2003 to August 2005 he was of counsel to the law firm of Wildman, Harrold,Allen & Dixon LLP and from 1962 until July 2003 he was a partner in the lawfirm of Altheimer & Gray.

 

MatthewGoldstein, age 65, has been a director since 2000. He has been Chancellor ofThe City University of New York since September 1999. He formerly held thepositions of President of Adelphi University from June 1998 to August 1999 andPresident of Baruch College of The City University of New York from 1991 toJune 1998. He is currently a member of the Board of Trustees of the JP MorganFunds, a publicly-traded mutual fund company, and as such he currently overseesnine investment companies comprised of 122 funds.

 

NinaMatis, age 59, has been a director since 2002. Ms. Matis is currently, and hasbeen since 1986, a partner at the law firm of Katten Muchin Rosenman LLP. Sheis also currently, and has been since November 1999, Executive Vice Presidentof iStar Financial Inc., a publicly-traded REIT specializing in commercial realestate financing, where she also currently serves, and has served since 1996,as General Counsel.

 

H.Carl McCall, age 71, has been a director since 2003. He is currently, and hasbeen since June 2004, a principal of Convent Capital, LLC, a financial advisoryfirm. From February 2003 to June 2004, he served as Vice Chairman ofHealthpoint, a private equity firm investing in the healthcare industry. FromMay 1993 until December 2002, he served as Comptroller of the State of NewYork, from 1991 until May 1993, he served as President of the New York CityBoard of Education and from 1985 to 1993 he served as Vice President ofCiticorp. He is also currently a director of Tyco International LTD, apublicly-traded diversified manufacturing and service company, and Ariel MutualFunds, a publicly-traded mutual fund company.

 

MelvinNewman, age 65, has been a director since 1983. Mr. Newman is a privateinvestor and the brother of William Newman.

 

GeorgePuskar, age 63, has been a director since 2003. He currently serves as Chairmanof Solutions Manufacturing, Inc., a contract manufacturer of electroniccomponents, and is a private investor. From June 1997 until June 2000, Mr.Puskar served as Chairman of the Board of Lend Lease Real Estate Investments,formerly known as ERE Yarmouth, the U.S. real estate unit of Lend LeaseCorporation, an international financial services and real estate company. From1988 to June 1997, he served as Chairman and Chief Executive Officer ofEquitable Real Estate Management, Inc., a full service commercial real estateinvestment management company that was the largest manager of pension fundsinvested in real estate and a subsidiary of The Equitable Life AssuranceSociety of the United States. He is also currently a director and a member ofthe investment committee of iStar Financial Inc., a publicly-traded REITspecializing in commercial real estate financing.

 

GregoryWhite, age 50, has been a director since 1994. Mr. White is a founding partnerof Prima Capital Advisors, an investment advisory firm formed in January 2003.Mr. White served as Senior Vice President of Conning Asset Management Company,an investment advisory firm, from August 1998 until January 2003. From 1992 toAugust 1998, Mr. White was a founding partner and Managing Director of SchroderMortgage Associates, an investment advisory firm. From

 

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1982to 1992, he was associated with Salomon Brothers Inc., where from 1988 until1992 he was a Managing Director of the real estate finance department.

 

**Executive Officers and Directors of IntermediateCo**

 

IntermediateCois a Maryland limited liability company. In accordance with its organizationaldocuments, IntermediateCo’s business and affairs are managed by its solemember. Accordingly, IntermediateCo does not have any directors or managers. Asof April 30, 2007, Super LLC, a Maryland limited liability company, owned 100%of the membership interest in IntermediateCo.

 

Setforth below are the name, age and position of each executive officer ofIntermediateCo as of April 30, 2007:

 

AndrewScott, age 52, has been Chairman of IntermediateCo since April 20, 2007 andprior thereto was Chief Executive Officer and President of IntermediateCo sinceFebruary 27, 2007. Mr. Scott has also served as Chief Executive Officer ofCentro Properties Limited, an Australian real estate company, since 1997.

 

JohnHutchinson, age 46, has been Secretary and Vice President of IntermediateCosince February 27, 2007. Mr. Hutchinson has also served as GeneralCounsel & Head of Acquisitions of Centro Properties Limited since2002.

 

GrahamTerry, age 49, has been Vice President of IntermediateCo since February 27, 2007.Mr. Terry has also served as Chief Operating Officer of Centro PropertiesLimited since 1998.

 

RomanoNenna, age 53, has been Treasurer and Vice President of IntermediateCo sinceFebruary 27, 2007. Mr. Nenna has also served as Chief Financial Officer ofCentro Properties Limited since 2002.

 

AnthonyTorney, age 43, has been Vice President of IntermediateCo since February 27,2007. Mr. Torney has been the Chief Operating Officer of Centro Watt ManagementJoint Venture since February 5, 2007. Prior thereto, he served as GeneralManager, Unlisted Funds and Shared Services since 2003. Prior thereto, heserved as a director of MCS Property for a number of years.

 

Basil Donnelly, age 42, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Mr. Donnelly has alsoserved as Senior Vice President and General Counsel of Centro Watt ManagementJoint Venture since July 2006.  Priorthereto, he served as Vice President and General Counsel of Centro Watt sinceApril 2005.  Prior thereto, he served asVice President and General Counsel of Kramont Realty Trust since November 2000.

 

Mary Gannon, age 49, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Ms. Gannon has alsoserved as Vice President, Human Resources of Centro Watt Management JointVenture since July 2006.  Prior thereto,she served as Vice President and Secretary of Centro Watt since April2005.  Prior thereto, she served as VicePresident and Secretary of Kramont Realty Trust since June 2000.

 

Michael Mortimer, age 37, has been Vice President of IntermediateCosince February 27, 2007.  Mr. Mortimerhas also served as Vice President, Investment Management and CorporateController of Centro Watt Management Joint Venture since April 2005.  Prior thereto, he served as Vice President,Asset Management and Controller of Kramont Realty Trust since June 2003.  Prior thereto, he served as Controller ofKramont Realty Trust since June 2000.

 

Charles Morroney, age 66, has been Vice President of IntermediateCosince February 27, 2007.  Mr. Morroneyhas also served as Senior Vice President of Acquisitions of Centro WattManagement Joint Venture since April 2005. Prior thereto, he served as Senior Vice President, Asset and InvestmentManagement of Kramont Realty Trust since June 2003.  Prior thereto, he served as Senior VicePresident of Investment Management of Kramont Realty Trust since June 2000.

 

Michael Moss, age 38, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Mr. Moss has alsoserved as VicePresident, National Director of Leasing of Centro Watt Management Joint Venturesince July 2006.  Prior thereto, heserved as Vice President and Director of Leasing of Centro Watt since April2005.  Prior thereto, he served as VicePresident and Director of Leasing of Kramont Realty Trust since July 2003.  Prior thereto, he served as Vice President ofLeasing of Kramont Realty Trust.

 

Mark Wilson, age 45, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Mr. Wilson has alsoserved as Chief Investment Officer since March 2007.  Prior thereto, he served as Chief OperatingOfficer of Centro Watt since April 2005. Prior thereto, he served as National Property Manager for Centro inAustralia since 1997.

 

Tom Lorenzen, age 42, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Mr. Lorenzen has alsoserved as Chief Investment Officer of Centro Watt Management Joint Venturesince January 2007.  Prior thereto, heserved as Sr. Vice President—Investment Management of Centro Watt since April2005.  Prior thereto, he served asNational Investment Manager of Centro Properties Group since November2003.  Prior thereto, he served asFinancial Accounting Manager of Centro Properties Group since November 1999.

 

Mitchell Brown, age 41, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Mr. Brown has alsoserved as Vice President, Marketing of Centro Watt Management Joint Venturesince April 2005.  Prior thereto, heserved as Director of Marketing for Kramont Realty Trust since November2001.  Prior thereto, he served asPrincipal of Evenues, LLC since March 2001.

 

John Braddon, age 41, has been Vice President of IntermediateCo sinceFebruary 27, 2007.  Mr. Braddon hasserved as Vice President, Corporate Reporting of Centro Watt Management JointVenture since January 2006.  Priorthereto, he served as Audit Director at ANZ Bank in Australia since February2005.  Prior thereto, he served asFinancial Controller for Uecomm Pty Ltd. since December 2001.

 

John Van de Waterbeemd, age 36, has been Vice President ofIntermediateCo since April 20, 2007. John Van de Waterbeemd, age 36, has beenVice President of IntermediateCo since April 20, 2007.  Mr. Van deWaterbeemd has served as Senior Vice President, Shared Services of Centro WattManagement Joint Venture since March 2007.  Prior thereto, he served asGeneral Manager, Shared Services for Centro Properties Group since March2006.  Prior thereto, he served as Corporate Finance Manager for CentroProperties Group since April 2003.  Prior thereto, he served as Head ofFinacnce for MCS Property since August 2002.

 

Messrs.Rufrano and Roche have served as Chief Executive Officer and President, andChief Financial Officer, respectively, of IntermediateCo since April 20, 2007.In addition, each of  Siegel, Carroll, Brumbergand Bernstein has served as a Vice President of IntermediateCo since April 20,2007. Biographical information and age for each of Messrs. Rufrano, Roche,Siegel, Carroll, Brumberg and Bernstein are set forth above under “—ExecutiveOfficers and Directors of New Plan.”

 

**SECTION 16(A) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE**

 

Section16(a) of the Exchange Act requires that our executive officers and directors,and persons who own more than 10% of a registered class of our equitysecurities, file reports of ownership and changes in ownership on Forms 3, 4and 5 with the SEC and the New York Stock Exchange. Executive officers,directors and greater than 10% stockholders are required by the SEC to furnishus with copies of all Forms 3, 4 and 5 that they file.

 

Basedsolely on our review of the copies of such forms received by us, and/or onwritten representations from certain reporting persons that they were notrequired to file a Form 5 for the fiscal year, we believe that our executiveofficers, directors and greater than 10% stockholders complied with all Section16(a) filing requirements applicable to them with respect to transactionsduring 2006. Mr. Michael Carroll, Executive Vice President – Real EstateOperations of the Company, inadvertently failed to timely file a Form 4 withrespect to the acquisition of 3,000 shares of common stock of the Companyresulting from a partial exercise of stock options in January 2007. A reportwas filed promptly upon the discovery of this oversight.

 

**AUDIT COMMITTEE FINANCIAL EXPERT AND AUDIT COMMITTEE**

 

Priorto the Transactions, New Plan maintained an audit committee, and its Board ofDirectors had determined that Irwin Engelman was an “audit committee financialexpert” as defined by the rules and regulations of the SEC.

 

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IntermediateCodoes not maintain an audit committee at this time nor does it have, aspreviously discussed above, a board of directors, board of managers or othersimilar governing body. It is currently expected that the executive officers ofIntermediateCo will oversee the accounting and financial reporting processesand audits of financial statements of IntermediateCo.

 

**CODE OF ETHICS**

 

Priorto the Transactions, New Plan maintained a Code of Business Conduct and Ethicswhich applied to all of our employees, officers and directors and met therequirements for such code as set forth in the New York Stock Exchange listingstandards. It also had adopted a Code of Ethics for Principal Executive Officerand Senior Financial Officers which met the requirements of a “code of ethics”as defined by the rules and regulations of the SEC.

 

IntermediateCohas not yet adopted similar codes due to the recent nature of the consummationof the Transactions. IntermediateCo intends to evaluate and consider whether toadopt such a “code of ethics.”

 

**DIRECTOR NOMINATIONS BY SECURITYHOLDERS**

 

Priorto the Transactions, New Plan maintained a corporate governance and nominatingcommittee that, among other things, considered all persons recommended by NewPlan’s stockholders in the same manner as all other director candidates andestablished procedures by which interested stockholders who wished to submitqualified candidates may do so. IntermediateCo does not maintain such a committeeor such procedures due to the fact that it is wholly owned by Super LLC.

 

## **Item 11.****                           *****ExecutiveCompensation***

##  

**COMPENSATION DISCUSSION AND ANALYSIS**

 

Referencesin this discussion to “the Committee” are references to the ExecutiveCompensation and Stock Option Committee of the Board of Directors of theCompany. The discussion below discusses various matters relating to thecompensation of the Company’s “named executive officers” (i.e., the chiefexecutive officer, the chief financial officer and the three other most highlycompensated executive officers) and applies generally to compensation decisionsmade with respect to all of the Company’s executive officers prior to theconsummation of the Transactions.

 

**Objectives of the Company’s Compensation Policies andPrograms**

 

TheCompany implements compensation policies and programs that seek to enhancestockholder value by aligning closely the financial interests of our namedexecutive officers with those of our stockholders. Our overall objectives are:

 

•                  to establish compensation programs thatattract and retain the best possible executive talent,

•                  to motivate these executives to achieve thegoals inherent in our business strategy through a combination of cashcompensation and long-term incentive compensation, in the form of equityincentive-based awards,

•                  to align executive and stockholder intereststhrough performance goals and equity incentive-based awards, and

•                  to provide a compensation package thatrecognizes individual contributions as well as overall business results.

 

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Ourpolicies and programs are designed to provide compensation that is commensuratewith the responsibilities imposed on named executive officers, and also toreward superior performance by those executive officers.

 

Inimplementing our compensation policies, we strive to ensure that our namedexecutive officers are compensated fairly in relation to compensation packagesprovided for executives with comparable positions and responsibilities atcomparable public REITs, taking into account variables such as the cost ofliving where those companies are located as compared to New York City as wellas the fact that our named executive officers may have opportunities with othercompanies in the New York City metropolitan area.

 

**How Compensation Decisions are Made**

 

TheCommittee is charged with reviewing and assessing the broad compensationpolicies, practices and structures for the compensation of executive officers,including the Company’s corporate goals and objectives with respect to thecompensation of executive officers, and evaluating the performance of theCompany’s executive officers. The Committee then determines and approves,subject to the approval of a majority of the Company’s independent directors(including the members of the Committee), the appropriate level and structureof compensation, including base salary, cash bonus and long-term incentivecompensation awards and any special or supplemental benefits, for the Company’sexecutive officers.

 

Infulfilling its responsibilities in 2006, the Committee retained an outsidecompensation consultant to assist it. The Committee also took into account therecommendations of the Chief Executive Officer.

 

**Elements of Executive Compensation**

 

In2006, the components of our executive compensation program consisted of:

 

•                  base salary,

•                  short-term incentive compensation, in theform of an annual cash bonus, and

•                  long-term incentive compensation, in the formof restricted stock awards, stock options and an “out-performance” compensationplan.

 

TheCompany’s primary focus is on the total compensation received by a namedexecutive officer. While each of these three categories of compensation isreviewed by the Committee separately and at different times (for example,decisions with respect to 2006 base salaries were made in February 2006, whiledecisions with respect annual bonus and long-term incentive compensation basedon 2006 performance were made in February 2007), the three components are integrallylinked, as the Committee reviews each category in light of its relationship tothe total compensation that we believe our named executive officers shouldreceive.

 

***Base Salary***

 

Basesalaries are intended to provide our named executive officers with a fixed andcertain amount of compensation for services provided. The Committee determinesthe base salary level of each of our named executive officers by evaluating theresponsibilities of the position held and the experience of the individual.Base salaries for named executive officers typically are set in February orMarch, effective for the ensuing 12 months.

 

Eachof our named executive officers has entered into an employment agreement withthe Company. In each case, the terms of the employment agreement do not permitthe base salary of the executive to be reduced during the term of theagreement. Thus, each named executive officer’s prior year’s salary effectivelyserves as a minimum requirement for the named executive officer’s salary forthe ensuing year. The Committee has complete discretion to determine whether anincrease in a named executive officer’s base salary is merited, taking intoaccount the performance of the Company and of the named executive officer, thefactors set forth above and also taking into account changed responsibilitiesand other matters that the Committee deems appropriate.

 

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Weestablished base salaries for 2006 for our named executive officers in February2006, effective February 28, 2006. In establishing 2006 salaries, as a startingpoint the Committee took into account the fact that, on a company-wide basis,salaries were increased by approximately 3-4% over 2005 levels. In addition,prior to establishing base salaries for 2006, the Committee engaged an outsidecompensation consultant (The Schonbraun Group) to assemble data regarding totalcompensation paid to executive officers by comparable companies. The consultantprovided the Committee with comparisons of base salaries, bonuses, long-termincentive compensation and total compensation paid to executive officers byseveral peer groups of other public REITs. The report provided information withrespect to the following 4 peer groups: (i) a retail peer group; (ii) a geographicpeer group; (iii) an implied equity market capitalization peer group; and (iv)a combined peer group including all of the above companies. The peer companiesused were as follows:

 

** **
| **Retail Peer Group**                      | ** ** | **Geographic Peer Group**        | ** ** | **Implied Equity Market Cap  Peer Group**  |
|--------------------------------------------|------------|----------------------------------|------------|--------------------------------------------|
| Developers  Diversified Realty Corporation |       | Brandywine  Realty Trust         |       | AMB  Property Corporation                  |
| Equity  One, Inc.                          |       | Kimco  Realty Corporation        |       | Developers  Diversified Realty Corporation |
| Federal  Realty Investment Trust           |       | Liberty  Property Trust          |       | Federal  Realty Investment Trust           |
| Heritage  Property Investment Trust, Inc.  |       | Mack-Cali  Realty Corporation    |       | Liberty  Property Trust                    |
| Kimco  Realty Corporation                  |       | Reckson  Associates Realty Corp. |       | Mack-Cali  Realty Corporation              |
| Pan  Pacific Retail Properties, Inc.       |       | SL  Green Realty Corp.           |       | Pan  Pacific Retail Properties, Inc.       |
| Regency  Centers Corporation               |       |                             |       | Regency  Centers Corporation               |
| Weingarten  Realty Investors               |       |                             |       | The  Macerich Company                      |
|                                       |       |                             |       | The  Mills Corporation                     |
|                                       |       |                             |       | Trizec  Properties, Inc.                   |
|                                       |       |                             |       | Weingarten  Realty Investors               |

 

Inconnection with the base salary review process, the Committee reviewedinformation relating to the Company and each individual named executiveofficer, including the Company’s overall 2005 performance, with particularfocus on growth in funds from operations and total return to stockholders, bothon an absolute basis and in comparison to the NAREIT composite index and theNAREIT shopping center index, an analysis of each named executive officer’ssalary, bonus and long-term incentive compensation for each of the past threeyears, a competitive compensation analysis prepared by the Committee’scompensation consultant as described above and the consultant’s summary offindings, a self-evaluation form prepared by each named executive officer withrespect to the accomplishment of individual goals, and the Chief ExecutiveOfficer’s recommendations with respect to base salary for each named executiveofficer (excluding himself). In considering base salary determinations, theCommittee specifically took into account the total compensation to be paid tothe named executive officer, including base salary, the bonus to be paid tosuch individual with respect to 2005 performance and long-term incentivecompensation to be awarded to such individual with respect to 2005.

 

Afterreviewing and considering the foregoing information, the Committee thendetermined base salaries for our named executive officers on anindividual-by-individual basis. The base salaries were then approved by theCompany’s independent directors without change. The named executive officersreceived increases in base salary for 2006 ranging from 0% to 5%, as set forthin the table below:

 

7

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| ** **          | ** ** | **2005**                                                   | ** ** | **2006**             | ** ** | **%**                | ** ** | ** ** | ** ** |
|---------------------|------------|------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|------------|------------|
| **Name**            | ** ** | **Title**                                                  | ** ** | **Base Salary** | ** ** | **Base Salary** | ** ** | **Change** | ** ** |
| Glenn J. Rufrano    |       | Chief  Executive Officer                                   |       | $                    | 600,000    |                 | $          | 600,000    |       | 0.0 | % |
| John B. Roche       |       | Executive Vice President –  Chief Financial Officer   |       | $                    | 350,000    |                 | $          | 367,500    |       | 5.0 | % |
| Steven F. Siegel    |       | Executive Vice President –  General Counsel           |       | $                    | 300,000    |                 | $          | 315,000    |       | 5.0 | % |
| Leonard I. Brumberg |       | Executive Vice President –  Portfolio Management      |       | $                    | 300,000    |                 | $          | 315,000    |       | 5.0 | % |
| Dean R. Bernstein   |       | Executive Vice President –  Acquisitions/Dispositions |       | $                    | 290,000    |                 | $          | 304,500    |       | 5.0 | % |

 

Mr.Rufrano’s salary was not increased over 2005 because the Committee’s generalview is that adjustments in Mr. Rufrano’s compensation are best made throughincreases (or decreases) in long-term compensation (i.e., bonuses and incentiveaward grants).

 

***Short-Term Incentive Compensation –Annual Bonus***

 

 The Committee annually determines whether toaward an annual cash bonus to our named executive officers. Cash bonuses areprovided because we believe that a combination of cash and non-cash incentivecompensation (i.e., stock option and restricted stock grants) best motivatesour executive officers, as some portion of their incentive compensation can beimmediately realized.

 

Theamount of each named executive officer’s bonus is at the discretion of theCommittee and the amounts paid are based on a number of objective andsubjective factors, including the overall performance of the Company,particularly as it relates to growth in funds from operations and in totalreturn to stockholders, both on an absolute basis and in comparison to its peers(as discussed below), and the individual executive’s performance andcontributions to the Company.

 

TheCommittee began its process of considering bonuses for named executive officerswith respect to 2006 performance in the fourth quarter of 2006. The Committeeengaged an outside compensation consultant (FPL Associates) to assemble dataregarding compensation paid to named executive officers by comparablecompanies. The consultant provided the Committee with comparisons of basesalaries, bonuses, long-term incentive compensation and total compensation paidto executive officers by two sets of peer groups – an asset based peer groupconsisting of seven other public REITs, and a size-based peer group consistingof 13 other public REITs. These peer groups consisted of the followingcompanies:

 
| **Asset-Based Peer Group**                 | ** ** | **Size-Based Peer Group**                  |
|--------------------------------------------|------------|--------------------------------------------|
| Developers  Diversified Realty Corporation |       | AMB  Property Corporation                  |
| Equity  One, Inc.                          |       | BRE  Properties, Inc.                      |
| Federal  Realty Investment Trust           |       | First  Industrial Realty Trust, Inc.       |
| Inland  Real Estate Corporation            |       | Home  Properties, Inc.                     |
| Kimco  Realty Corporation                  |       | Kilroy  Realty Corporation                 |
| Regency  Centers Corporation               |       | Lexington  Realty Trust                    |
| Weingarten  Realty Investors               |       | Mack-Cali  Realty Corporation              |
|                                       |       | Nationwide  Health Properties, Inc.        |
|                                       |       | Pennsylvania  Real Estate Investment Trust |
|                                       |       | Realty  Income Corporation                 |
|                                       |       | Reckson  Associates Realty Corporation     |
|                                       |       | Regency  Centers Corporation               |
|                                       |       | Taubman  Centers, Inc.                     |

 

8

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Inconnection with the bonus review process, the Committee reviewed variousinformation relating to the Company and each individual named executiveofficer, including the Company’s overall 2006 performance, with particularfocus on growth in funds from operations and total return to stockholders, bothon an absolute basis and in comparison to the NAREIT composite index and theNAREIT shopping center index, an analysis of each named executive officer’ssalary, bonus and long-term incentive compensation for each of the past threeyears, a competitive compensation analysis prepared by the Committee’scompensation consultant as described above and the consultant’s summary offindings, a self-evaluation form prepared by each named executive officer withrespect to the accomplishment of goals, and the Chief Executive Officer’srecommendations with respect to bonus for each named executive officer(excluding himself). In considering bonus awards, the Committee specificallytook into account the total compensation to be paid to the named executiveofficer, including a base salary to be established for 2007, and the bonus andlong-term incentive compensation to be awarded with respect to 2006.

 

Afterreviewing and considering the foregoing information, in February 2007 theCommittee determined bonuses to executive officers on anindividual-by-individual basis. These bonuses were then approved by theCompany’s independent directors without change. Bonuses paid to our namedexecutive officers ranged from 61-167% of the individual’s base salary for 2006,as set forth below:

 
| ** **           | ** ** | ** **                                                   | ** ** | **2006%** | ** ** | **of**          | ** ** |
|----------------------|------------|--------------------------------------------------------------|------------|-----------|------------|-----------------|------------|
| **Name**             | ** ** | **Title**                                                    | ** ** | **Bonus** | ** ** | **Base Salary** | ** ** |
| Glenn  J. Rufrano    |       | Chief  Executive Officer                                     |       | $         | 1,000,000  |            | 167        | % |
| John  B. Roche       |       | Executive  Vice President –   Chief Financial Officer   |       | $         | 350,000    |            | 96         | % |
| Steven  F. Siegel    |       | Executive  Vice President –   General Counsel           |       | $         | 230,000    |            | 74         | % |
| Leonard  I. Brumberg |       | Executive  Vice President –  Portfolio Management       |       | $         | 190,000    |            | 61         | % |
| Dean  R. Bernstein   |       | Executive  Vice President –   Acquisitions/Dispositions |       | $         | 210,000    |            | 70         | % |

 

Thesebonuses were awarded in part as a result of, among other things, the strongperformance of the Company in 2006, including continued execution of theCompany’s business plan and achievement of various corporate goals andobjectives, as well as achievement by the individual executive of variousindividual goals and objectives that were established for the year.

 

***Long-Term Incentive Compensation***

 

*Stock Option and Restricted Stock Awards*

 

Webelieve that long-term incentive compensation is an important component ofexecutive compensation, as it aligns the financial interests of our executiveofficers more closely with those of our stockholders. We believe that grants ofstock options and/or restricted stock provide our named executive officers withsignificant incentives to focus on Company objectives that ultimately result inincreased value not only for the executives, but also for our stockholders.

 

TheCommittee typically approves grants of equity awards in February or March ofeach year, which grants are based on a review of the prior year’s performance.These grants are then subject to approval of the Company’s independentdirectors (including the members of the Committee). The grant dates for awardsare set by the Committee in advance, usually several days after the date on whichthe independent directors approve such awards. For example, this year theCommittee approved equity grants on February 26, 2007, with an effective grantdate of February 27, 2007, but subject to approval by the independentdirectors, which occurred on February 26, 2007. Pursuant to the terms of theCompany’s 2003 Incentive Plan, the exercise price for stock options is based onthe closing trading price of the Company’s common stock on the day precedingthe grant date. The Company does not have any policy or practice that timesstock option grants in connection with the release of material nonpublicinformation. The annual stock option grants to named executive officerstypically occur several days after the Company has released its earnings forthe previous year.

 

9

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TheCommittee approves a mixture of stock option grants and restricted stock grantsas long-term incentive compensation awards. The Company believes that providinggrants of both stock options and restricted stock are beneficial to both theCompany and the named executive officer. Stock options permit the executive toshare financially, along with shareholders, in any long-term appreciation ofthe Company’s stock price after the grant date, while restricted stock allowsfor a similar appreciation opportunity, but with greater certainty of somevalue being received, regardless of whether the stock price in fact increasesin the future.

 

Inaddition, a portion of the incentive awards to named executive officers aretime-vested, in that they vest over a specified number of years as long as thenamed executive officer continues to work for the Company, and a portion of theincentive awards are performance based, requiring the Company to achieve certainperformance hurdles in order for an award to vest. The Company believes thathaving a mixture of time-vesting and performance-based awards is beneficial toboth the Company and the named executive officer. Performance-based awardsenable the executive to realize increased value if the Company performs well,while time-vested awards provide an incentive for key employees to remain withthe Company regardless of how the Company performs during any short-termwindow.

 

TheCommittee began its process of considering long-term incentive compensationawards to our named executive officers with respect to 2006 performance in thefourth quarter of 2006. Prior to determining these awards, the Committee hadavailable the information provided to it by the compensation consultantreferred to in “Short Term Incentive Compensation – Annual Bonus” above.

 

Inconnection with the long-term incentive compensation review process, theCommittee reviewed various information relating to the Company and eachindividual named executive officer, including the Company’s overall 2006performance, with particular focus on growth in funds from operations and totalreturn to stockholders, both on an absolute basis and in comparison to theNAREIT composite index and the NAREIT shopping center index, an analysis ofeach named executive officer’s salary, bonus and long-term incentivecompensation for each of the past three years, a competitive compensationanalysis prepared by the Committee’s compensation consultant as described aboveand the consultant’s summary of findings, a self-evaluation form prepared byeach named executive officer with respect to the accomplishment of goals, andthe Chief Executive Officer’s recommendations with respect to bonuses for eachnamed executive officer (excluding himself). In considering long-term incentivecompensation awards, the Committee specifically took into account the totalcompensation to be paid to the named executive officer, including a base salaryto be established for 2007 and the bonus and long-term incentive compensationto be awarded with respect to 2006.

 

                After reviewing and consideringthe foregoing information, in February 2007 the Committee approved an aggregatelong-term incentive compensation grant to each of our named executive officers onan individual-by-individual basis. These awards were then approved by theCompany’s independent directors without change.

 

TheCommittee determined that 25% of the total value of the long-term incentivecompensation award would be in the form of stock options, and 75% of the totalvalue of the award would be in the form of restricted stock. The options werevalued based on a Black-Scholes valuation model, while the restricted stockgrants were valued based on the market price of the shares being granted at thetime of grant. Total grants of long-term incentive compensation to the namedexecutives for 2006 performance were as follows:

 

 
| **Name**         | ** ** | **Title**                                                  | ** ** | **Aggregate  Long-Term  Incentive  Compensation** | ** ** | **Value of  Restricted  Stock  Grant** | ** ** | **Number  of  Restricted  Shares  Granted** | ** ** | **Value of  Option  Grant** | ** ** | **Number of  Options  Granted** | ** ** |
|------------------|------------|------------------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------|------------|---------------------------------------------|------------|----------------------------------|------------|--------------------------------------|------------|
| Glenn J. Rufrano |       | Chief Executive Officer                                    |       | $                                                 | 1,000,000  |                                        | $          | 750,000                                     |       | 24,970                           |       | $                                    | 250,000    |   | 83,330 |   |
| John B. Roche    |       | Executive Vice President — Chief Financial  Officer   |       | $                                                 | 600,000    |                                        | $          | 450,000                                     |       | 14,985                           |       | $                                    | 150,000    |   | 50,000 |   |
| Steven F. Siegel |       | Executive Vice President — General Counsel            |       | $                                                 | 250,000    |                                        | $          | 187,500                                     |       | 6,240                            |       | $                                    | 62,500     |   | 20,830 |   |
| Leonard Brumberg |       | Executive Vice President — Portfolio  Management      |       | $                                                 | 250,000    |                                        | $          | 187,500                                     |       | 6,240                            |       | $                                    | 62,500     |   | 20,830 |   |
| Dean Bernstein   |       | Executive Vice President —  Acquisitions/Dispositions |       | $                                                 | 250,000    |                                        | $          | 187,500                                     |       | 6,240                            |       | $                                    | 62,500     |   | 20,830 |   |

 

10

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Theaggregate value of all of these grants was higher than the aggregate value ofthe incentive awards granted to all of our named executive officers in February2006 with respect to 2005 performance, because the Committee determined that anincrease in the long-term incentive compensation awards was appropriate, takinginto account the performance of the Company in 2006, the overall compensationlevels at comparable companies as described above, and a desire to weight moreheavily for executive officers the long-term incentive compensation componentof their overall compensation..

 

Allof the stock options granted (representing 25% of the total value of theoverall long-term incentive compensation award) are subject to a time-vestingrequirement and vest ratably over five years as long as the named executiveofficer remains employed by the Company. With respect to the restricted stockgrants (representing 75% of the total value of the overall long-term incentivecompensation award), one-third of such shares are subject to a time-vestingrequirement and vest ratably over five years as long as the named executiveofficer remains employed by the Company, while the remaining two-thirds of suchshares vest over five years if the Company achieves a total return or a targetfunds from operations per share established by the Committee each year. As aresult, one-half of the total value of the long-term incentive compensationsawards for 2006 are subject to a time-vesting requirement, and one-half aresubject to performance vesting requirements.

 

*Out-Performance Compensation Plan*

 

Inaddition to the foregoing long-term incentive compensation awards, in February2006, the Committee approved the implementation of an “out-performance”compensation plan for our named executive officers, other than Mr. Rufrano. Mr.Rufrano was granted a similar award in March 2005. Because the plan establishedfor the named executive officers was established based on the grant that wasawarded to Mr. Rufrano in March 2005, we consider the awards to be a single“out-performance” compensation plan for our named executive officers, eventhough the plan was implemented over two years. This plan entitles the namedexecutive officers to receive an award of common stock if, over the four-yearperiod beginning January 1, 2006 and ending December 31, 2009 (or beginning February23, 2005 and ending February 22, 2009, in the case of Mr. Rufrano), the averageannual total return on shares of common stock of the Company is at least 10%(or 11% in the case of Mr. Rufrano) or is at least 110% of the average annualtotal return on the shares of certain designated peer companies. If either ofsuch thresholds is achieved, certain amounts are payable to the named executiveofficers, up to a specified maximum, depending on the amount by which theCompany exceeds the thresholds. The amount payable to each named executiveofficer increases for every 25 basis points that the total return exceeds 10%(or 11%, in the case of Mr. Rufrano) or 110%, as the case may be, up to aspecified maximum payout. The amounts payable to each named executive officerunder this plan is as follows:

 
| ** **          | ** ** | ** **                                                  | ** ** | **Threshold** | ** ** | **Maximum** | ** ** |
|---------------------|------------|-------------------------------------------------------------|------------|---------------|------------|-------------|------------|
| **Name**            | ** ** | **Title**                                                   | ** ** | **Award**     | ** ** | **Award**   | ** ** |
| Glenn J. Rufrano    |       | Chief  Executive Officer                                    |       | $             | 3,500,000  |        | $          | 6,000,000 |   |
| John B. Roche       |       | Executive  Vice President –  Chief Financial Officer   |       | $             | 1,400,000  |        | $          | 2,400,000 |   |
| Steven F. Siegel    |       | Executive  Vice President –  General Counsel           |       | $             | 1,400,000  |        | $          | 2,400,000 |   |
| Leonard I. Brumberg |       | Executive  Vice President –  Portfolio Management      |       | $             | 1,400,000  |        | $          | 2,400,000 |   |
| Dean R. Bernstein   |       | Executive  Vice President –  Acquisitions/Dispositions |       | $             | 1,400,000  |        | $          | 2,400,000 |   |

 

Ifat December 31, 2009 (or February 22, 2009, in the case of Mr. Rufrano),neither performance threshold is achieved, or a threshold is achieved but themaximum payout under the plan has not occurred, then performance will again bemeasured over an additional five-year period beginning January 1, 2006 andending December 31, 2010 (or

 

11

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beginningFebruary 23, 2005 and ending February 22, 2010, in the case of Mr. Rufrano),and to the extent that any additional performance criteria are achieved, asupplemental award will be made, up to the maximum amount.

 

Anaward of common stock of the Company made pursuant to this plan at the end of2009 (or at February 22, 2009, in the case of Mr. Rufrano) will be subject to afurther one-year service-based vesting schedule, without regard to anyadditional performance criteria, over the period from January 1, 2010 toDecember 31, 2010 (or February 23, 2009 to February 22, 2010, in the case ofMr. Rufrano). Any award received at the end of 2010 (or February 22, 2010, inthe case of Mr. Rufrano) will not be subject to any additional cliff vestingschedule and will vest immediately upon receipt.

 

**Tax Deductibility of Executive Compensation**

 

TheCommittee has reviewed the potential consequences for the Company of Section162(m) of the Internal Revenue Code of 1986, as amended, which imposes a limiton tax deductions for annual compensation in excess of one million dollars paidto any of the five most highly compensated executive officers. To the extentthat compensation is required to, and does not, qualify for deduction underSection 162(m), a larger portion of stockholder distributions may be subject tofederal income tax expense as dividend income rather than return of capital,and any such compensation allocated to the Company’s taxable REIT subsidiarieswhose income is subject to federal income tax would result in an increase inincome taxes due to the inability to deduct such compensation. Although theCompany will be mindful of the limits imposed by Section 162(m), even if it isdetermined that Section 162(m) applies or may apply to certain compensationpackages, the Company nevertheless reserves the right to structure the compensationpackages and awards in a manner that may exceed the limitation on deductionimposed by Section 162(m).

 

**Deferred Compensation Plan**

 

Wehave established a deferred compensation plan under which our named executiveofficers may defer receipt of salary and/or bonus that otherwise would bepayable to such executive officer and also may defer the receipt of restrictedstock awards that otherwise may vest with respect to such executive officer. Weestablished this plan so that executives could manage the income that theyreceive from the Company in a manner that fits their own personal tax planningsituation. For additional information on our deferred compensation plan, see“2006 Nonqualified Deferred Compensation” and “Narrative Disclosure toNonqualified Deferred Compensation Table” below.

 

Themarket value of a named executive officer’s deferred compensation account isnot considered when setting his current compensation. The compensation earnedand deferred was already reviewed and analyzed based on the above describedcompensation philosophy and policies at the time the compensation was awarded.Had the executive officer instead elected to receive a payout of thecompensation earned, and then invested those amounts externally, we would nothave considered external investment experience when considering the amount bywhich we should compensate the executive officer. Thus, we do not believe it isappropriate to consider the value of the executive officer’s deferredcompensation account just because it is held in a plan that we sponsor.

 

12

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**COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS**

 

**Executive Compensation**

 

Thefollowing tables contain certain historical compensation information for ourChief Executive Officer, Chief Financial Officer and our three other mosthighly compensated executive officers who were serving as executive officers onDecember 31, 2006 (our “named executive officers”), as well as our directors,in each case prior to the consummation of the Transactions.

 

***Summary Compensation Table***

*** ***
| **Name and Principal  Position**                                       | ** ** | **Year** | ** ** | **Salary  ($ )** | ** ** | **Bonus  ($ ) (1)** | ** ** | **Stock Awards  ($ ) (2)** | ** ** | **Option Awards  ($ ) (3)** | ** ** | **All Other   Compensation  ($ ) (4)** | ** ** | **Total  ($ )** | ** ** |
|----------------------------------------------------------------------------------|------------|----------|------------|-----------------------|------------|-------------------------------|------------|-------------------------------------------|------------|--------------------------------------------|------------|------------------------------------------------------------|------------|----------------------|------------|
| Glenn J. Rufrano,  Chief Executive Officer                                       |       | 2006     |       | $                     | 600,000    |                          | $          | 1,000,000                                 |       | $                                          | 686,676    |                                                       | $          | 202,513              |       | $ | 41,400 |   | $ | 2,530,589 |   |
|                                                                             |       |     |       |                  |       |                          |       |                                      |       |                                       |       |                                                       |       |                 |       |   |   |   |   |   |   |
| John B. Roche,  Executive Vice  President and Chief  Financial Officer           |       | 2006     |       | $                     | 364,471    |                          | $          | 350,000                                   |       | $                                          | 191,834    |                                                       | $          | 75,800               |       | $ | 25,800 |   | $ | 1,007,905 |   |
|                                                                             |       |     |       |                  |       |                          |       |                                      |       |                                       |       |                                                       |       |                 |       |   |   |   |   |   |   |
| Steven F. Siegel,  Executive Vice  President, General  Counsel and Secretary     |       | 2006     |       | $                     | 312,404    |                          | $          | 230,000                                   |       | $                                          | 182,599    |                                                       | $          | 68,972               |       | $ | 25,800 |   | $ | 819,775 |   |
|                                                                             |       |     |       |                  |       |                          |       |                                      |       |                                       |       |                                                       |       |                 |       |   |   |   |   |   |   |
| Leonard I. Brumberg,  Executive Vice  President—Portfolio  Management       |       | 2006     |       | $                     | 312,404    |                          | $          | 190,000                                   |       | $                                          | 182,599    |                                                       | $          | 69,738               |       | $ | 25,800 |   | $ | 780,541 |   |
|                                                                             |       |     |       |                  |       |                          |       |                                      |       |                                       |       |                                                       |       |                 |       |   |   |   |   |   |   |
| Dean Bernstein,  Executive Vice  President—  Acquisitions and  Dispositions |       | 2006     |       | $                     | 301,990    |                          | $          | 210,000                                   |       | $                                          | 174,679    |                                                       | $          | 60,988               |       | $ | 25,800 |   | $ | 773,457 |   |

 

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(1)                                  See “Compensation Discussion and Analysis” fora discussion of how bonus amounts were determined.

 

(2)                                  Amounts shown in this column are based on theaccounting expense recognized by the Company in fiscal year 2006, in accordancewith Statement of Financial Accounting Standards No. 123(R), *Share-Based Payment* (“FAS 123R”), relatedto (a) awards made in 2006 pursuant to the Company’s 2006 Long-TermOut-Performance Compensation Plan (the “OPP Plan”) and (b) restricted stockawards made to the named executive officers in 2006 and in prior fiscal yearsto the extent that the compensation cost of awards granted in prior fiscalyears was recognized during the 2006 fiscal year. The assumptions used tocalculate the accounting expense recognized in fiscal 2006 for the OPP Planawards and shares of restricted stock are set forth in footnote 14 to theCompany’s  audited financial statementscontained in its Form 10-K for the year ended December 31, 2006.

 

(3)                                  Amounts shown in this column are based on theaccounting expense recognized by the Company in fiscal year 2006, in accordancewith FAS 123R, related to stock option awards made in 2006 and in prior fiscalyears to the extent that the compensation cost of awards granted in priorfiscal years was recognized during the 2006 fiscal year. The assumptions usedto calculate the accounting expense recognized in fiscal 2006 for these stockoption awards are set forth in footnote 14 to the Company’s  audited financial statements contained in itsForm 10-K for the year ended December 31, 2006.

 

(4)                                  For each named executive officer, $15,000represents our 401(k) plan contribution, and the remainder representsperquisites in the form of an automobile allowance.

 

13

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***Grants of Plan-Based Awards in 2006***

 
| ** **           | ** ** | ** **               | ** ** | ** **                                                            | ** ** | **Estimated Future Payouts Under Equity Incentive  Plan Awards** | ** ** | ** **      | ** ** | ** **       | ** ** | ** **                                                                                             | ** ** | ** **                                                                                         | ** ** | ** **                                                                                   | ** ** |
|----------------------|------------|--------------------------|------------|-----------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|-----------------|------------|------------------|------------|--------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| **Name**             | ** ** | **Grant  Date (1)** | ** ** | **Date of  Board Action  Approving  Award Grant  (2)** | ** ** | **Threshold  ($)**                                                                             | ** ** | **Target  (#)** | ** ** | **Maximum  ($)** | ** ** | **All Other  Stock  Awards:  Number of  Shares of  Stock or  Units  (#) (3)** | ** ** | **All Other  Option  Awards:  Number of  Securities  Underlying  Options  (#) (4)** | ** ** | **Equity  Exercise or  Base Price of  Option  Awards  ($ /Sh) (5)** | ** ** | **Closing  Market  Price of  Option  Awards on  Grant Date  ($ /Sh) (6)** | ** ** | **Grant Date  Fair  Value of Stock  and Option  Awards ($ ) (7)** | ** ** |
| Glenn J. Rufrano     |       | 02/27/06                 |       | 06/13/03                                                              |       |                                                                                           | (8)        | 1,200           | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $25,848 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (8)        | 1.500           | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $32,310 |   |
|                 |       | 02/27/06                 |       | 02/23/05                                                              |       |                                                                                           | (8)        | 1,605           | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $34,572 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 1,596           | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $34,378 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (9)        | 12,989          | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $23.11                                                                                       | (10)       | $24.99 |   | $36,499 |   |
|                 |       | 02/27/06                 |       | 02/23/05                                                              |       |                                                                                           | (9)        | 14,119          | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $22.75                                                                                       | (11)       | $24.99 |   | $38,545 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           | (9)        | 22,099          | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $25.05                                                                                       |       | $25.30 |   | $41,325 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       | 7,980                                                                                                  |       |                                                                                               |       |                                                                                         |       |   |   | $199,899 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       |                                                                                                   |       | 110,495                                                                                            |       | $25.05                                                                                       |       | $25.30 |   | $239,774 |   |
| John B. Roche        |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 650             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $14,001 |   |
|                 |       | 02/27/06                 |       | 06/13/03                                                              |       |                                                                                           | (8)        | 559             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $12,041 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (8)        | 657             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $14,152 |   |
|                 |       | 03/01/06                 |       | 02/23/05                                                              |       |                                                                                           | (8)        | 499             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $10,748 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (9)        | 4,823           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $23.11                                                                                       | (10)       | $24.99 |   | $13,553 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (9)        | 5,760           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $22.75                                                                                       | (11)       | $24.99 |   | $15,725 |   |
|                 |       | 03/01/06                 |       | 02/23/05                                                              |       |                                                                                           | (9)        | 6,906           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $25.05                                                                                       |       | $25.30 |   | $12,914 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       | 2,495                                                                                                  |       |                                                                                               |       |                                                                                         |       |   |   | $62,500 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       |                                                                                                   |       | 34,530                                                                                             |       | $25.05                                                                                       |       | $25.30 |   | $74,930 |   |
|                 |       | 05/15/06                 |       | 02/27/06                                                              |       | $1,400,000                                                                                     | (12)       |            | (12)       | $2,400,000       | (12)       |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $700,000 |   |
| Steven F. Siegel     |       | 02/27/06                 |       | 06/13/03                                                              |       |                                                                                           | (8)        | 650             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $14,001 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 559             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $12,041 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 544             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $11,718 |   |
|                 |       | 03/01/06                 |       | 03/02/04                                                              |       |                                                                                           | (9)        | 399             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $8,594 |   |
|                 |       | 02/27/06                 |       | 02/23/05                                                              |       |                                                                                           | (9)        | 4,823           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $23.11                                                                                       | (10)       | $24.99 |   | $13,553 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (9)        | 4,777           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $22.75                                                                                       | (11)       | $24.99 |   | $13,041 |   |
|                 |       | 03/01/06                 |       | 03/02/04                                                              |       |                                                                                           |       | 5,525           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $25.05                                                                                       |       | $25.30 |   | $10,332 |   |
|                 |       | 03/01/06                 |       | 02/23/05                                                              |       |                                                                                           |       |            |       |             |       | 1,995                                                                                                  |       |                                                                                               |       |                                                                                         |       |   |   | $49,975 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       | $25.05           |       |                                                                                                   |       | 27,625                                                                                             |       |                                                                                         |       | $25.30 |   | $59,946 |   |
|                 |       | 05/15/06                 |       | 02/27/06                                                              |       | $1,400,000                                                                                     | (12)       |            | (12)       | $2,400,000       | (12)       |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $700,000 |   |
| Leonard I.  Brumberg |       | 02/27/06                 |       | 06/13/03                                                              |       |                                                                                           | (8)        | 650             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $14,001 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 559             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $12,041 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (8)        | 544             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $11,718 |   |
|                 |       | 03/01/06                 |       | 02/23/05                                                              |       |                                                                                           | (8)        | 399             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $8,594 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (9)        | 4,823           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $23.11                                                                                       | (10)       | $24.99 |   | $13,553 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (9)        | 4,777           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $22.75                                                                                       | (11)       | $24.99 |   | $13,041 |   |
|                 |       | 03/01/06                 |       | 02/23/05                                                              |       |                                                                                           | (9)        | 5,525           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $25.05                                                                                       |       | $25.30 |   | $10,332 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       | 1,995                                                                                                  |       |                                                                                               |       |                                                                                         |       |   |   | $49,975 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       |                                                                                                   |       | 27,625                                                                                             |       | $25.05                                                                                       |       | $25.30 |   | $59,946 |   |
|                 |       | 05/15/06                 |       | 02/27/06                                                              |       | $1,400,000                                                                                     | (12)       |            | (12)       | $2,400,000       | (12)       |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $700,000 |   |
| Dean Bernstein       |       | 02/27/06                 |       | 06/13/03                                                              |       |                                                                                           | (8)        | 500             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $10,770 |   |
|                 |       | 02/27/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 490             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $10,555 |   |
|                 |       | 02/27/06                 |       | 02/23/05                                                              |       |                                                                                           | (8)        | 544             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $11,718 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           | (8)        | 399             | (8)        |             | (8)        |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $8,594 |   |
|                 |       | 02/27/06                 |       | 03/02/04                                                              |       |                                                                                           | (9)        | 3,445           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $23.11                                                                                       | (10)       | $24.99 |   | $9,680 |   |
|                 |       | 02/27/06                 |       | 02/23/05                                                              |       |                                                                                           | (9)        | 4,777           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $22.75                                                                                       | (11)       | $24.99 |   | $13,041 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           | (9)        | 5,525           | (9)        |             | (9)        |                                                                                                   |       |                                                                                               |       | $25.05                                                                                       |       | $25.30 |   | $10,332 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       | 1,995                                                                                                  |       |                                                                                               |       |                                                                                         |       |   |   | $49,975 |   |
|                 |       | 03/01/06                 |       | 02/27/06                                                              |       |                                                                                           |       |            |       |             |       |                                                                                                   |       | 27,625                                                                                             |       | $25.05                                                                                       |       | $25.30 |   | $59,946 |   |
|                 |       | 05/15/06                 |       | 02/27/06                                                              |       | $1,400,000                                                                                     | (12)       |            | (12)       | $2,400,000       | (12)       |                                                                                                   |       |                                                                                               |       |                                                                                         |       |   |   | $700,000 |   |

 

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(1)                                  Represents the grant date determined forfinancial statement reporting purposes pursuant to FAS 123R which representsthe date on which each of the following conditions has been met: (i) the stockor option award agreement has been executed (the execution date of the stock oroption award is referred to herein as the contractual grant date) and (ii) theapplicable performance criteria, if any, have been set. See “NarrativeDisclosure to Summary Compensation Table and Grants of Plan-Based AwardsTable—Timing of Reporting Stock Option and Restricted Stock Awards” below for adiscussion of the interplay between the determination of the grant date forfinancial statement reporting purposes pursuant to FAS 123R and the reportingin this table of grants of stock and option awards made by the executivecompensation and stock option committee in 2006 and years prior to 2006.

(2)                                  Represents the date on which the Board ofDirectors approved the action of the executive compensation and stock optioncommittee granting the stock or option award, as applicable. See “CompensationDiscussion and Analysis” for a discussion of the timing of various compensationdecisions regarding the grants of the awards reported in this table.

(3)                                  Amounts in this column represent time-vestedrestricted stock awards granted under the Company’s 2003 Stock Incentive Plan.

(4)                                  Amounts in this column represent time-vestedstock option awards granted under the Company’s 2003 Stock Incentive Plan.

(5)                                  Represents the exercise price approved by theexecutive compensation and stock option committee and approved by the Board ofDirectors on the date set forth in “Date of Board Action Approving Award Grant”column. Pursuant to the terms of the option award, this price

 

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representsthe closing market price of our common stock on the New York Stock Exchange onthe date preceding the contractual grant date of such option award.

 

(6)                                  Represents the closing market price of ourcommon stock on the New York Stock Exchange on the FAS 123R grant date setforth in the “Grant Date” column in this table. The “Equity Exercise or BasePrice of Option Awards” is different than the price in this column because,pursuant to the determination of the executive compensation and stock optioncommittee, as approved by the Board of Directors, the “Equity Exercise or BasePrice of Option Awards” is the closing price of the Company’s stock on the datepreceding the contractual grant date, and not the FAS 123R grant date, which isdetermined upon the satisfaction of the conditions set forth in footnote 1 tothis table (which in certain circumstances may occur in years subsequent to thecontractual grant date).

(7)                                  The full grant date fair value was computed inaccordance with FAS 123R based on the assumptions described in footnotes 2 and3 to the Summary Compensation Table.

(8)                                  These amounts represent performance basedrestricted stock awards granted under the Company’s 2003 Stock Incentive Plan,which vest upon the satisfaction of either of two annual performance criteriaestablished by our executive compensation and stock option committee in 2006.Under the terms of the plan, there are no established “threshold” or “maximum”performance levels. The restricted shares only vest upon the achievement ofeither of the two 2006 “target” performance levels, and in such event, thenumber of shares set forth in the “target” column vest in full. As of the datehereof, these shares have vested based upon the achievement of the 2006performance criteria. See the “Compensation Discussion and Analysis” sectionfor more information regarding the terms of the restricted stock awards and thedescription of the performance-based criteria.

(9)                                  These grants represent performance based stockoption awards granted under the Company’s 2003 Stock Incentive Plan, which vestupon the satisfaction of either of two annual performance criteria establishedby our executive compensation and stock option committee in 2006. Under theterms of the plan, there are no established “threshold” or “maximum”performance levels. The performance based options only vest upon theachievement of either of the two 2006 “target” performance levels, and in suchevent, options with respect to the number of shares set forth in the “target”column vest in full. As of the date hereof, these options have vested basedupon the achievement of the 2006 performance criteria. See the “CompensationDiscussion and Analysis” section for more information regarding the terms ofthe stock option awards and the description of the performance-based criteria.

(10)                            Exercise price was adjusted to account for the dilutive effect resultingfrom the payment of a $3.00 per share special dividend to the Company’sstockholders on September 27, 2005. The original pre-adjusted exercise price was$26.10 per share.

(11)                            Exercise price was adjusted to account for the dilutive effect resultingfrom the payment of a $3.00 per share special dividend to the Company’sstockholders on September 27, 2005. The original pre-adjusted exercise pricewas $25.69 per share.

(12)                            These amounts represent OPP performance share awards granted to thenamed executive officer in 2006 pursuant to the OPP Plan. Pursuant to the termsof the OPP Plan, in the event that the Company meets either of two specifiedperformance thresholds (total return on Company shares or total return onCompany shares in relation to a designated peer group), the named executiveofficer will receive an award of $1,400,000 plus an incremental amount if andto the extent that the Company exceeds either of such performance thresholds,up to a maximum award of $2,400,000 per named executive officer. These awardsare denominated in dollars but are payable in shares of the Company’s commonstock; the actual number of shares issued, if any, will be determined initiallyin December 2009 based on the Company’s performance over an initial four-yearperformance period, and/or in December 2010 based on the Company’s performanceover a five-year performance period. Under the terms of the OPP Plan there isno “target” performance threshold; rather, any amounts payable in excess of the“threshold” amount are determined on an incremental basis up to the “maximum”amount.

 

**Narrative Disclosure to Summary Compensation Table and Grantsof Plan-Based Awards Table**

 

***Employment Agreements with ExecutiveOfficers***

 

NewPlan entered into employment agreements with each of Messrs. Rufrano, Roche,Siegel, Brumberg and Bernstein. The principal terms of each of these agreementsas in effect prior to the transactions are summarized below, except withrespect to potential payments and other benefits upon certain terminations or achange in control of the Company which are summarized below under “PotentialPayments upon Termination or Change in Control”. Each of these employment agreementswas entered into prior to the consummation of the Transactions. As previouslynoted, IntermediateCo has not yet determined its compensation policies andprograms, or the criteria, components or elements of compensation, for itsexecutive officers. Currently, other than Messrs. Rufrano, Roche and Siegel,IntermediateCo’s executive officers who are also executive officers of itsaffiliates do not receive any separate compensation from IntermediateCo forserving in such capacities. With respect to Messrs. Rufrano, Roche and Siegel,IntermediateCo and these executive officers have not yet entered into anyagreement or understanding with respect to their compensation for serving asexecutive officers of IntermediateCo and/or any of its affiliates.

 

Glenn J. Rufrano Employment Agreement

 

OnMarch 15, 2005, the Company entered into a new employment agreement with Mr.Rufrano, replacing the original employment agreement that was entered into uponcommencement of Mr. Rufrano’s employment with the Company in February 2000. Thenew employment agreement provides for a term ending on June 30, 2010. Theemployment agreement also provides that, during the employment period, Mr.Rufrano continue to be nominated by us at our annual meetings of stockholdersto serve as our director, and that we use reasonable good faith efforts tocause Mr. Rufrano to be elected as a director. In addition, the employmentagreement provides that, during the employment period, Mr. Rufrano be our ChiefExecutive Officer and be appointed as a full voting member of our InvestmentCommittee, or any successor committee.

 

Underthe employment agreement, Mr. Rufrano will receive a minimum annual base salaryof $600,000. The employment agreement also provides for Mr. Rufrano to receivean annual cash bonus and an annual long term incentive compensation award, ineach case to be determined in the discretion of the Company’s executivecompensation and stock

 

15

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optioncommittee. During the employment period, Mr. Rufrano will also be entitled toreceive business expense reimbursements and an automobile allowance, and toparticipate in the incentive, retirement, welfare benefit and fringe benefitprograms made available to the Company’s senior executives.

 

Pursuantto the terms of his employment agreement, Mr. Rufrano may also become entitledto an award of common stock, termed “outperform shares,” in the event that overdesignated performance periods either of two specified performance criteria areachieved (total return on Company shares or total return on Company shares inrelation to a designated peer group). The value of the common stock award willvary based on the level of performance achieved, but the maximum award ofcommon stock that can be achieved is $6 million.

 

Thefirst performance period will be a four-year period commencing on February 23,2005 and ending on February 22, 2009. Any common stock awarded for thisperformance period would be subject to a one year vesting schedule and wouldbecome fully vested and non-forfeitable on February 22, 2010 (but Mr. Rufranowould be entitled to receive the dividend on, and the voting rights withrespect to, any such shares during the one-year vesting period). In the eventthat the maximum performance level is not achieved during the initial four-yearperformance period, then there will be a second performance period running fromFebruary 23, 2005 until February 22, 2010, and if at the end of such five-yearperiod a performance level is achieved that is greater than the performancelevel that was achieved over the initial four-year period, Mr. Rufrano will beentitled to receive an incremental award of common stock based on the greater performance level achieved over suchfive-year performance period. Any common stock awarded based on the five-yearperformance period will fully vest and be non-forfeitable on February 22, 2010.

 

See“Potential Payments upon Termination or Change in Control” below for adiscussion of the potential post-employment payments and other benefits to bereceived by Mr. Rufrano.

 

John B. Roche Employment Agreement

 

Theemployment agreement of Mr. Roche currently provides for a term ending on May15, 2009, and extends automatically for additional one-year periods unlesseither the Company or Mr. Roche elects not to extend the term. The employmentagreement also provides that his then current annual salary cannot be reducedduring the term of the agreement. In addition, the employment agreementprovides that Mr. Roche receive an annual cash bonus of up to 100% of his basesalary as determined by the executive compensation and stock option committee.The employment agreement also provides that, during the employment period, Mr.Roche will also be entitled to receive business expense reimbursements and anautomobile allowance, and to participate in the incentive, retirement, welfarebenefit and fringe benefit programs made available to the Company’s seniorexecutives. See “Potential Payments upon Termination or Change in Control”below for a discussion of the potential post-employment payments and otherbenefits to be received by Mr. Roche.

 

Steven F. Siegel Employment Agreement

 

Theemployment agreement of Mr. Siegel currently provides for a term ending onDecember 31, 2009, and extends automatically for additional one-year periodsunless either the Company or Mr. Siegel elects not to extend the term. Theemployment agreement also provides that his then current annual salary cannotbe reduced during the term of the agreement. In addition, the employmentagreement provides that Mr. Siegel receive an annual cash bonus of up to 50% ofhis base salary as determined by the executive compensation and stock optioncommittee. The employment agreement also provides that, during the employmentperiod, Mr. Siegel will also be entitled to receive business expensereimbursements and an automobile allowance, and to participate in theincentive, retirement, welfare benefit and fringe benefit programs madeavailable to the Company’s senior executives. See “Potential Payments uponTermination or Change in Control” below for a discussion of the potentialpost-employment payments and other benefits to be received by Mr. Siegel.

 

Leonard I. Brumberg Employment Agreement

 

Theemployment agreement of Mr. Brumberg currently provides for a term ending onSeptember 25, 2009. The employment agreement also provides that his thencurrent annual salary cannot be reduced during the term of the agreement. Inaddition, the employment agreement provides that Mr. Brumberg receive an annualcash bonus as

 

16

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determinedby the executive compensation and stock option committee. The employmentagreement also provides that, during the employment period, Mr. Brumberg willalso be entitled to receive business expense reimbursements and an automobileallowance, and to participate in the incentive, retirement, welfare benefit andfringe benefit programs made available to the Company’s senior executives. See“Potential Payments upon Termination or Change in Control” below for adiscussion of the potential post-employment payments and other benefits to bereceived by Mr. Brumberg.

 

Dean R. Bernstein Employment Agreement

 

Theemployment agreement of Mr. Bernstein currently provides for a term ending onDecember 31, 2008, and extends automatically for additional one-year periodsunless either the Company or Mr. Bernstein elects not to extend the term. Theemployment agreement also provides that his then current annual salary cannotbe reduced during the term of the agreement. In addition, the employmentagreement provides that Mr. Bernstein receive an annual cash bonus of up to 50%of his base salary as determined by the executive compensation and stock optioncommittee. The employment agreement also provides that, during the employmentperiod, Mr. Bernstein will also be entitled to receive business expensereimbursements and an automobile allowance, and to participate in theincentive, retirement, welfare benefit and fringe benefit programs made availableto the Company’s senior executives. See “Potential Payments upon Termination orChange in Control” below for a discussion of the potential post-employmentpayments and other benefits to be received by Mr. Bernstein.

 

***Timing of Reporting Stock Option andRestricted Stock Awards***

 

Thetiming of reporting stock and option awards in both the Summary CompensationTable and the Grants of Plan-Based Awards Table is driven by the accountingtreatment of the award.

 

*Summary Compensation Table*

 

Inthe Summary Compensation Table, we are required to disclose the compensationcost of the stock and option awards over the requisite service period inaccordance with FAS 123R, which requires recognition of the costs of equityawards over the period in which an employee is required to provide service inexchange for the award. Therefore, the Stock Awards and Option Awards columnsin the Summary Compensation Table include the compensation costs of awardsgranted in 2006 and in prior fiscal years to the extent that those costs arerecognized during the 2006 fiscal year, which occurs if the service period forthose awards extends into 2006. Because the disclosure of each stock and optionaward will be spread over several years, the total amount disclosed each yearfor equity compensation in the Summary Compensation Table reflects awards madein both the current and prior fiscal years. With respect to time-vested awards,which vest over a specified number of years as long as the named executiveofficer continues to work for the Company, the compensation costs of suchawards is recognized, and thus reported in the Stock Awards and Option Awardscolumns of the Summary Compensation Table, over the course of the vestingperiod. With respect to performance-based awards, which require the Company toachieve certain performance hurdles in order for an award to vest, thecompensation costs of such awards is reported in the Stock Awards and OptionAwards columns of the Summary Compensation Table only to the extent thatachievement of the performance criteria is or became probable in the reportedfiscal year. In order for achievement of the applicable performance criteria tobecome probable once, the performance criteria must be set. Ourperformance-based restricted stock and option awards vest ratably in annualinstallments, subject to the achievement of performance criteria establishedannually by our executive compensation and stock option committee. Therefore,each tranche of a performance-based award may only become reportable once the performancecriteria for such tranche has been established by our executive compensationand stock option committee, and only to the extent that achievement of suchperformance criteria is probable. For purposes of the 2006 fiscal year, thisresulted in the disclosure of the compensation cost with respect to theproportionate tranche of each equity award made in and prior to 2006 for whichour executive compensation and stock option committee established the annualperformance criteria in 2006.

 

*Grants of Plan-Based Awards Table*

 

Inthe Grants of Plan-Based Awards Table, we are required to provide certaininformation with respect to each grant of an award made to a named executiveofficer in the last completed fiscal year. However, for financial statement reportingpurposes, an equity award, or requisite portion thereof, will only be deemedmade and thus is only reportable in the year in which the grant date occurs,which grant date is determined in accordance with FAS 123R. Pursuant to FAS

 

17

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123R,the grant date represents the date on which each of the following conditionshas been met: (i) the stock or option award agreement has been executed (theexecution date of the stock or option award is referred to herein as thecontractual grant date) and (ii) the performance criteria, if any, have beenset. Therefore, the Grants of Plan-Based Awards Table includes (i) all grantsof time-vested stock or option awards made in the 2006 fiscal year (i.e., thoseawards with a 2006 contractual grant date), and (ii) all performance-basedstock and option awards with a 2006 FAS 123R grant date (which includesperformance-based grants from prior years for which the performance criteriafor the applicable tranche was set by our executive compensation and stockoption committee in February 2006). Because the disclosure of eachperformance-based award subject to performance criteria established annually byour executive compensation and stock option committee will be spread over thelife of the award, the information disclosed in the Grants of Plan-Based AwardsTable reflect performance-based awards made in both the current and priorfiscal years.

 

***2006 Long-Term Out-PerformanceCompensation Plan***

 

TheOPP Plan was designed as a feature of the Company’s 2003 Stock Incentive Plan,as amended and restated effective July 14, 2005, which 2003 Stock IncentivePlan previously was approved by the Company’s stockholders. Pursuant to theterms of the OPP Plan, five of the current executive officers of the Company(other than Glenn Rufrano, the Company’s Chief Executive Officer, and WilliamNewman, the Company’s Chairman of the Board of Directors) are entitled toreceive an award of common stock of the Company if, over the period commencingJanuary 1, 2006 and ending December 31, 2009 (the “Initial PerformancePeriod”), or the period commencing January 1, 2006 and ending December 31, 2010(the “Supplemental Performance Period”). the Annual New Plan Total Return (asdefined below) is at least 10% or the Annual New Plan Total Return is at least110% of the Annual Peer Group Total Return (as defined below). If either ofsuch thresholds is achieved, the aggregate pool award will equal $7 millionplus (i) $416,666 for each 25 basis points that the Annual New Plan TotalReturn exceeds 10% or (ii) $250,000 for each 25 basis points over 110% that theAnnual New Plan Total Return exceeds the Annual Peer Group Total Return. In noevent, however, will the aggregate pool award exceed $12 million. If both of theminimum performance thresholds are achieved, the aggregate pool award will bebased on the calculation that produces the larger award, and each of the fivecurrent executive officers will receive 20% of the aggregate pool award, whichamount was determined by the executive compensation and stock option committee.

 

Ifat the end of the Initial Performance Period, neither performance threshold isachieved, or a threshold is achieved but the aggregate award does not equal $12million, then performance will be measured over the Supplemental PerformancePeriod and to the extent that any additional performance criteria are achieved,a supplemental award will be made. In no event, however, will the aggregateaward for the Initial Performance Period and the Supplemental PerformancePeriod exceed $12 million.

 

Anaward of common stock of the Company made pursuant to the OPP Plan for theInitial Performance Period will be subject to a one-year cliff vestingschedule, without regard to any additional performance criteria, over theperiod from January 1, 2010 to December 31, 2010. The executive officer will beentitled to vote the shares and receive payment of any dividends paid on theshares during the one-year cliff vesting period. Any award received at the endof the Supplemental Performance Period will not be subject to a one-year cliffvesting schedule and will vest at the end of the Supplemental PerformancePeriod.

 

Norights (voting or dividend) exist during the Initial Performance Period andstockholder rights will only arise upon the achievement of either of theperformance thresholds at the end of the applicable performance period to theextent of the common stock award. In the event of the death or disability of aparticipant prior to December 31, 2010, the date of death or disability will bedeemed the end of the applicable performance period and the participant will beentitled to the applicable award based on the performance criteria over theshortened performance period.

 

Inthe event of a change in control or a severance triggering event under anapplicable employment agreement prior to December 31, 2010, the date of theevent will be deemed to be the end of the applicable performance period and theparticipant will be entitled to the applicable award based on the performancecriteria over the shortened performance period. If a participant leaves theCompany prior to the applicable vesting date (subject to the provisions ondeath, disability, change in control, and severance triggering events), thenthe award allocable to that executive officer will be cancelled and will not bereallocated to other participants.

 

18

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For purposes of the OPPPlan, “Annual New Plan Total Return” means the average annual total return onthe shares of common stock of the Company over the applicable measurementperiod (calculated in accordance with the OPP Plan), and “Annual Peer Group TotalReturn” means, with respect to certain peer companies, the average of theaverage annual total return on the shares of each such company over theapplicable measurement period (calculated in accordance with the OPP Plan).

 

The foregoing descriptionof the OPP Plan is qualified in its entirety by the full terms and conditionsof the OPP Plan which was filed as an exhibit to the Company’s Quarterly Reporton Form 10-Q for the quarter ended March 31, 2006.

 

19

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***Outstanding Equity Awards at Fiscal Year-End***

**(as of fiscalyear ended December 31, 2006)**

 
| ** **          | ** ** | **Option  Awards**                                                                         | ** ** | **Stock  Awards**                                                                            | ** ** |
|---------------------|------------|--------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Number  of****Securities****Underlying****Unexercised****Options****(#)****Exercisable** | ** ** | **Number  of****Securities****Underlying****Unexercised****Options****(#)****Unexercisable** | ** ** | **Equity****Incentive Plan****Awards:****Number of****Securities****Underlying****Unexercised****Unearned****Options****(#)** | ** ** | **Option****Exercise****Price****($)** | ** ** | **Option****Expiration****Date** | ** ** | **Number  of****Shares or****Units of****Stock That****Have Not****Vested****(#)** | ** ** | **Market****Value of****Shares or****Units of****Stock That****Have Not****Vested****($)** | ** ** | **Equity  Incentive****Plan Awards:****Number of****Unearned****Shares, Units or****Other Rights****That Have Not****Vested****(#)** | ** ** | **Equity  Incentive****Plan Awards:****Market or Payout****Value of Unearned****Shares, Units or****Other Rights That****Have Not Vested****($)** | ** ** |
| Glenn J. Rufrano    |       | 633,650                                                                                    |       |                                                                                         |       |   |   | $ | 11.35 |   | 02/22/10 |   |   |   |   |   |   |   |   |   |
|                |       | 3,388                                                                                      |       |                                                                                         |       |   |   | $ | 12.23 |   | 05/31/10 |   |   |   |   |   |   |   |   |   |
|                |       | 3,671                                                                                      |       |                                                                                         |       |   |   | $ | 15.15 |   | 05/31/11 |   |   |   |   |   |   |   |   |   |
|                |       | 80,876                                                                                     |       | 16,266                                                                                       | (1)        | 15,813 | (1) | $ | 17.70 |   | 04/01/12 |   |   |   |   |   |   |   |   |   |
|                |       | 3,953                                                                                      |       |                                                                                         |       |   |   | $ | 17.41 |   | 05/31/12 |   |   |   |   |   |   |   |   |   |
|                |       | 36,597                                                                                     |       | 24,400                                                                                       | (2)        | 23,720 | (2) | $ | 16.97 |   | 03/09/13 |   |   |   |   |   |   |   |   |   |
|                |       | 51,959                                                                                     |       | 38,972                                                                                       | (3)        | 38,967 | (4) | $ | 23.11 |   | 03/02/14 |   |   |   |   |   |   |   |   |   |
|                |       | 28,238                                                                                     |       | 56,479                                                                                       | (5)        | 56,476 | (6) | $ | 22.75 |   | 02/23/15 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       | 110,495                                                                                      | (7)        | 110,495 | (8) | $ | 25.05 |   | 03/01/16 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   | 21,304 | (9) | $ | 585,434 |   | 21,300 | (10) | $ | 585,324 |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   | 218,340 | (11) | $ | 6,000,000 | (12) |
| John B. Roche       |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       | 36,258                                                                                     |       | 12,200                                                                                       | (1)        | 11,860 | (1) | $ | 17.70 |   | 04/01/12 |   |   |   |   |   |   |   |   |   |
|                |       | 11,385                                                                                     |       | 11,388                                                                                       | (2)        | 11,070 | (2) | $ | 16.97 |   | 03/09/13 |   |   |   |   |   |   |   |   |   |
|                |       | 19,292                                                                                     |       | 14,470                                                                                       | (3)        | 14,469 | (4) | $ | 23.11 |   | 03/02/14 |   |   |   |   |   |   |   |   |   |
|                |       | 11,521                                                                                     |       | 23,046                                                                                       | (5)        | 23,040 | (6) | $ | 22.75 |   | 02/23/15 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       | 34,530                                                                                       | (7)        | 34,530 | (8) | $ | 25.05 |   | 03/01/16 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   | 8,100 | (13) | $ | 222,588 |   | 8,100 | (14) | $ | 222,588 |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   | 87,336 | (15) | $ | 2,400,000 | (16) |
| Steven F. Siegel    |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       | 14,029                                                                                     |       |                                                                                         |       |   |   | $ | 17.60 |   | 05/17/09 |   |   |   |   |   |   |   |   |   |
|                |       | 36,375                                                                                     |       |                                                                                         |       |   |   | $ | 11.35 |   | 02/22/10 |   |   |   |   |   |   |   |   |   |
|                |       | 51,967                                                                                     |       |                                                                                         |       |   |   | $ | 13.71 |   | 03/18/11 |   |   |   |   |   |   |   |   |   |
|                |       | 36,409                                                                                     |       | 12,200                                                                                       | (1)        | 11,860 | (1) | $ | 17.70 |   | 04/01/12 |   |   |   |   |   |   |   |   |   |
|                |       | 12,078                                                                                     |       | 11,386                                                                                       | (2)        | 11,070 | (2) | $ | 16.97 |   | 03/09/13 |   |   |   |   |   |   |   |   |   |
|                |       | 19,292                                                                                     |       | 14,470                                                                                       | (3)        | 14,469 | (4) | $ | 23.11 |   | 03/02/14 |   |   |   |   |   |   |   |   |   |
|                |       | 9,555                                                                                      |       | 19,116                                                                                       | (5)        | 19,108 | (6) | $ | 22.75 |   | 02/23/15 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       | 27,625                                                                                       | (7)        | 27,625 | (8) | $ | 25.05 |   | 03/01/16 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   | 7,148 | (17) | $ | 196,427 |   | 7,148 | (18) | $ | 196,427 |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   | 87,336 | (15) | $ | 2,400,000 | (16) |
| Leonard I. Brumberg |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       | 63,254                                                                                     |       |                                                                                         |       |   |   | $ | 12.40 |   | 09/24/10 |   |   |   |   |   |   |   |   |   |
|                |       | 84,716                                                                                     |       |                                                                                         |       |   |   | $ | 13.71 |   | 03/18/11 |   |   |   |   |   |   |   |   |   |
|                |       | 60,656                                                                                     |       | 12,200                                                                                       | (1)        | 11,860 | (1) | $ | 17.70 |   | 04/01/12 |   |   |   |   |   |   |   |   |   |
|                |       | 17,078                                                                                     |       | 11,386                                                                                       | (2)        | 11,070 | (2) | $ | 16.97 |   | 03/09/13 |   |   |   |   |   |   |   |   |   |
|                |       | 19,292                                                                                     |       | 14,470                                                                                       | (3)        | 14,469 | (4) | $ | 23.11 |   | 03/02/14 |   |   |   |   |   |   |   |   |   |
|                |       | 9,555                                                                                      |       | 19,116                                                                                       | (5)        | 19,108 | (6) | $ | 22.75 |   | 02/23/15 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       | 27,625                                                                                       | (7)        | 27,625 | (8) | $ | 25.05 |   | 03/01/16 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   | 7,148 | (17) | $ | 196,427 |   | 7,148 | (18) | $ | 196,427 |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   | 87,336 | (15) | $ | 2,400,000 | (16) |
| Dean Bernstein      |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                |       | 23,720                                                                                     |       |                                                                                         |       |   |   | $ | 11.35 |   | 02/22/10 |   |   |   |   |   |   |   |   |   |
|                |       | 60,995                                                                                     |       |                                                                                         |       |   |   | $ | 13.71 |   | 03/18/11 |   |   |   |   |   |   |   |   |   |
|                |       | 48,458                                                                                     |       | 12,200                                                                                       | (1)        | 11,860 | (1) | $ | 17.70 |   | 04/01/12 |   |   |   |   |   |   |   |   |   |
|                |       | 12,198                                                                                     |       | 8,132                                                                                        | (2)        | 7,908 | (2) | $ | 16.97 |   | 03/09/13 |   |   |   |   |   |   |   |   |   |
|                |       | 13,780                                                                                     |       | 10,336                                                                                       | (3)        | 10,335 | (4) | $ | 23.11 |   | 03/02/14 |   |   |   |   |   |   |   |   |   |
|                |       | 9,555                                                                                      |       | 19,116                                                                                       | (5)        | 19,108 | (6) | $ | 22.75 |   | 02/23/15 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       | 27,625                                                                                       | (7)        | 27,625 | (8) | $ | 25.05 |   | 03/01/16 |   |   |   |   |   |   |   |   |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   | 6,641 | (19) | $ | 182,495 |   | 6,641 | (20) | $ | 182,495 |   |
|                |       |                                                                                       |       |                                                                                         |       |   |   |   |   |   |   |   |   |   |   | 87,336 | (15) | $ | 2,400,000 (16 | ) |

 

20

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**(1)**           Representsstock options that vest on April 2, 2007, and, with respect to the unearnedoptions, subject to the achievement of certain performance criteria previouslyestablished by our executive compensation and stock option committee. In theevent that the performance criteria are not achieved with respect to theunearned options, such options will nonetheless vest on April 2, 2010.

**(2)**           Representsstock options that vest ratably in two annual installments, commencing on March10, 2007, and, with respect to the unearned options, subject to the achievementof certain performance criteria previously established by our executivecompensation and stock option committee. In the event that the performancecriteria are not achieved with respect to any of the unearned options, suchoptions will nonetheless vest on March 10, 2011.

**(3)**           Representsstock options that vest ratably in three annual installments, commencing onMarch 2, 2007.

**(4)**           Representsstock options that vest ratably in three annual installments, commencing onJanuary 1, 2007, subject to the achievement of either of two annual performancecriteria established annually by our executive compensation and stock optioncommittee. In the event that the performance criteria are not achieved withrespect to any of the unearned options, such options will nonetheless vest onMarch 2, 2012.

**(5)**           Representsstock options that vest ratably in four annual installments, commencing onFebruary 23, 2007.

**(6)**           Representsstock options that vest ratably in four annual installments, commencing onJanuary 1, 2007, subject to the achievement of either of two annual performancecriteria established annually by our executive compensation and stock optioncommittee.

**(7)**           Representsstock options that vest ratably in five annual installments, commencing onMarch 1, 2007.

**(8)**           Representsstock options that vest ratably in five annual installments, commencing onJanuary 1, 2007, subject to the achievement of either of two annual performancecriteria established annually by our executive compensation and stock optioncommittee.

**(9)**           Representsshares of restricted stock, which vest as follows: 2,400 shares ratably in twoannual installments, commencing on June 13, 2007; 4,500 shares ratably in threeannual installments, commencing on March 2, 2007; 6,424 shares ratably in fourannual installments, commencing on February 23, 2007; and 7,980 shares ratablyover five years, commencing on June 30, 2007, and then on the next foursucceeding anniversary dates of the date of grant, which was March 1, 2006.

**(10)**         Representsshares of performance based restricted stock, which will vest as follows: 2,400shares ratably in two annual installments; 4,500 shares ratably in three annualinstallments; 6,420 shares ratably in four annual installments; and 7,980shares ratably in five annual installments, in each case commencing on January1, 2007 and in each case subject to the achievement of either of two specifiedannual performance criteria established annually by our executive compensationand stock option committee.

**(11)**         Represents“outperform shares” that may be issued to Mr. Rufrano pursuant to the terms ofhis employment agreement, which shares would vest on February 22, 2010, in theevent the Company meets either of two specified performance criteria (totalreturn on Company shares or total return on Company shares in relation to a designatedpeer group). Pursuant to the terms ofthe employment agreement, in the event that the Company meets either ofthe two specified performance thresholds, Mr. Rufrano will receive an award of$3,500,000 plus an incremental amount if and to the extent that the Companyexceeds either of such performance thresholds, up to a maximum award of$6,000,000. The actual number of shares issued, if any, will be determinedinitially in February 2009 based on Company performance over an initialfour-year performance period, and/or in February 2010 based on Companyperformance over a five-year performance period. The number of shares reportedwas calculated by dividing the maximum value of the “outperform shares” thatMr. Rufrano could receive ($6,000,000) by $27.48 (the last reported share priceof our common stock on the New York Stock Exchange on December 29, 2006). See“Compensation of Directors and Executive Officers—Narrative Disclosure toSummary Compensation Table and Grants of Plan-Based Awards Table—EmploymentAgreements with Executive Officers—Glenn J. Rufrano Employment Agreement” formore information about the “outperform shares” that may be issued pursuant toMr. Rufrano’s employment agreement.

**(12)**         Representsthe maximum value of the “outperform shares” Mr. Rufrano could receive pursuantto the terms of his employment agreement.

**(13)**         Representsshares of restricted stock, which vest as follows: 1,300 shares ratably in twoannual installments, commencing on June 13, 2007; 1,677 shares ratably in threeannual installments, commencing on March 2, 2007; 2,628 shares ratably in fourannual installments, commencing on February 23, 2007; and 2,495 shares ratablyover five years, commencing on June 30, 2007, and then on the next foursucceeding anniversary dates of the date of grant, which was March 1, 2006.

**(14)**         Representsshares of performance based restricted stock, which will vest as follows: 1,300shares ratably in two annual installments; 1,677 shares ratably in three annualinstallments; 2,628 shares ratably in four annual installments; and 2,495shares ratably in five annual installments, in each case commencing on January1, 2007 and subject to the achievement of either of two specified annualperformance criteria established annually by our Executive Compensation andStock Option Committee.

**(15)**         RepresentsOPP performance shares that may be issued to the named executive officerpursuant to the OPP Plan, which shares would vest on December 31, 2010, in theevent the Company meets either of two performance criteria (total return onCompany shares or total return on Company shares in relation to a designatedpeer group). Pursuant to the terms ofthe OPP Plan, in the event that the Company meets either of the twospecified performance thresholds, the named executive officer will receive anaward of $1,400,000 plus an incremental amount if and to the extent that theCompany exceeds either of such performance thresholds, up to a maximum award of$2,400,000 per named executive officer. The actual number of shares issued, ifany, will be determined initially in December 2009 based on the Company’sperformance over an initial four-year performance period, and/or in December2010 based on the Company’s performance over a five-year performance period.The number of shares reported was calculated by dividing the maximum value ofthe OPP performance shares that the named executive officer could receive($2,400,000) by $27.48 (the last reported share price of our common stock on the NewYork Stock Exchange on December 29, 2006). See“Compensation of Directors and Executive Officers—Narrative Disclosure toSummary Compensation Table and Grants of Plan-Based Awards Table—2006Long-TermOut-Performance Compensation Plan” for more information about the OPPperformance shares that may be issued pursuant to the 2006 Long-TermOut-Performance Compensation Plan.

**(16)**         Representsthe maximum value of the OPP performance shares the named executive officercould receive pursuant to the terms of the OPP Plan.

**(17)**         Representsshares of restricted stock, which vest as follows: 1,300 shares ratably in twoannual installments, commencing on June 13, 2007; 1,677 shares ratably in threeannual installments, commencing on March 2, 2007; 2,176 shares ratably in fourannual installments, commencing on February 23, 2007; and 1,995 shares ratablyover five years, commencing on June 30, 2007, and then on the next foursucceeding anniversary dates of the date of grant, which was March 1, 2006.

**(18)**         Representsshares of performance based restricted stock, which will vest as follows: 1,300shares ratably in two annual installments; 1,677 shares ratably in three annualinstallments; 2,176 shares ratably in four annual installments; and 1,995shares ratably in five annual installments, in each case commencing on January1, 2007 and subject to the achievement of either of two specified annualperformance criteria established annually by our Executive Compensation andStock Option Committee.

21

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**(19)**         Representsshares of restricted stock, which vest as follows: 1,000 shares ratably in twoannual installments, commencing on June 13, 2007; 1,470 shares ratably in threeannual installments, commencing on March 2, 2007; 2,176 shares ratably in fourannual installments, commencing on February 23, 2007; and 1,995 shares ratablyover five years, commencing on June 30, 2007, and then on the next foursucceeding anniversary dates of the date of grant, which was March 1, 2006.

**(20)**         Representsshares of performance based restricted stock, which will vest as follows: 1,000shares ratably in two annual installments; 1,470 shares ratably in three annualinstallments; 2,176 shares ratably in four annual installments; and 1,995shares ratably in five annual installments, in each case commencing on January1, 2007 and subject to the achievement of either of two specified annualperformance criteria established annually by our Executive Compensation andStock Option Committee.

 

***Option Exercises and Stock Vested during2006***

 
| ** **          | ** ** | **Option Awards**                                   | ** ** | **Stock Awards**                         | ** ** |
|---------------------|------------|-----------------------------------------------------|------------|------------------------------------------|------------|
| **Name**            | ** ** | **Number of Shares Acquired****on Exercise****(#)** | ** ** | **Value Realized on****Exercise****($)** | ** ** | **Number of Shares****Acquired on Vesting****(#)** | ** ** | **Value Realized on****Vesting****($)** | ** ** |
| ** **          | ** ** | ** **                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** |
| Glenn J. Rufrano    |       | —                                              |       | —                                   |       | 8,611 | (1) | $ | 213,330 |   |
|                |       |                                                |       |                                     |       |   |   |   |   |
| John B. Roche       |       | 48,118                                              |       | $                                        | 621,093    |   | 3,732 | (2) | $ | 92,220 |   |
|                |       |                                                |       |                                     |       |   |   |   |   |
| Steven F. Siegel    |       | 65,681                                              |       | $                                        | 653,390    |   | 3,506 | (3) | $ | 86,594 |   |
|                |       |                                                |       |                                     |       |   |   |   |   |
| Leonard I. Brumberg |       | —                                              |       | —                                   |       | 3,506 | (4) | $ | 86,594 |   |
|                |       |                                                |       |                                     |       |   |   |   |   |
| Dean Bernstein      |       | 48,457                                              |       | $                                        | 683,219    |   | 3,068 |   | $ | 75,878 |   |

 

----

(1)           Mr. Rufrano has elected todefer receipt of all stock awards that vested in 2006 until March 2010, atwhich time, unless he elects to redefer the receipt of such stock awardspursuant to the terms of the Company’s deferred compensation plan, he will receivea lump sum award of such shares.

(2)           Mr. Roche has elected todefer receipt of all stock awards that vested in 2006, of which 3,082 shareshave been deferred until July 2007 and 650 shares have been deferred until July2008, at which times, unless he elects to redefer the receipt of such stockawards pursuant to the terms of the Company’s deferred compensation plan, hewill receive lump sum awards of such shares.

(3)           Mr. Siegel has elected todefer receipt of all stock awards that vested in 2006 until June 2010, at whichtime, unless he elects to redefer the receipt of such stock awards pursuant tothe terms of the Company’s deferred compensation plan, he will receive a lumpsum award of such shares.

(4)           Mr. Brumberg has elected todefer receipt of all stock awards that vested in 2006 until the earlier of hisretirement or the termination of his employment, at which time he will receivea lump sum award of such shares.

 

***2006****NonqualifiedDeferred Compensation*

 
| **Name**            | ** ** | **Executive Contributions in Last FY****($) (1)(2)** | ** ** | **Aggregate Earnings in Last FY****($)** | ** ** | **Aggregate Balance at Last FYE****($)** | ** ** |
|---------------------|------------|------------------------------------------------------|------------|------------------------------------------|------------|------------------------------------------|------------|
| ** **          | ** ** | ** **                                           | ** ** | ** **                               | ** ** | ** **                               | ** ** |
| Glenn J. Rufrano    |       | $                                                    | 1,001,730  |                                     | $          | 138,795                                  |       | $ | 2,075,436 |   |
|                |       |                                                 |       |                                     |       |                                     |       |
| John B. Roche       |       | $                                                    | 292,220    |                                     | $          | 83,924                                   |       | $ | 773,908 |   |
|                |       |                                                 |       |                                     |       |                                     |       |
| Steven F. Siegel    |       | $                                                    | 174,594    |                                     | $          | 48,060                                   |       | $ | 371,030 |   |
|                |       |                                                 |       |                                     |       |                                     |       |
| Leonard I. Brumberg |       | $                                                    | 207,806    |                                     | $          | 38,647                                   |       | $ | 396,094 |   |
|                |       |                                                 |       |                                     |       |                                     |       |
| Dean Bernstein      |       | —                                               |       | —                                   |       | —                                   |       |

 

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(1)           The Company’s deferredcompensation plan provides for the deferral of salary and bonus, as well asrestricted stock and restricted stock unit awards. Amounts shown in this columnrepresent (i) for Mr. Brumberg, the deferral of $31,212 of his 2006 salary,which amount is reported as a portion of his 2006 salary in the SummaryCompensation Table, (ii) for each named executive officer, the deferral of aportion of the executives’ annual bonuses for fiscal year 2005, which were paidin March 2006, which amounts were as follows: $788,400 for Mr. Rufrano;$200,000 for Mr. Roche; $88,000 for Mr. Siegel; and $90,000 for Mr. Brumberg,and (iii) for each named executive officer, the deferral of restricted stockthat vested in 2006, the market values of which, aggregated as of the datedeferred, were as follows: $213,330 for Mr. Rufrano; $92,220 for Mr. Roche;$86,594 for Mr. Siegel; and $86,594 for Mr. Brumberg. The current FAS 123Rvalue of certain of these deferred restricted stock awards is reported in the“Stock Awards” column of the Summary Compensation Table for each namedexecutive officer as follows: $99,802 for Mr. Rufrano; $41,979 for Mr. Roche;$39,076 for Mr. Siegel; and $39,076 for Mr. Brumberg.

(2)           The Company does not make anycontributions on behalf of its named executive officers under its deferredcompensation plan or pay

 

22

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above-market earnings ondeferred compensation plan accounts.

 

**Narrative Disclosure toNonqualified Deferred Compensation Table**

 

Underthe deferred compensation plan, the named executive officers may defer receiptof all or a portion of their bonus, a portion of their salary, as well as allor a portion of their restricted stock and restricted stock unit awards. Thedeferred compensation plan is a non-qualified plan that provides benefits toeligible employees who are part of a select group of management or highlycompensated employees of the Company within the meaning of Sections 201(2),301(a)(3) and 401(a)(1) of ERISA. Pursuant to the terms of the deferredcompensation plan, the named executive officers may defer up to 75% of basesalary and up to 100% of his or her bonus or restricted stock and restrictedstock unit awards. The salary and bonus amounts elected to be deferred by eachnamed executive officer are credited to such named executive officer’s “cashdeferral account,” and the Company credits the cash deferral accounts withearnings as if the amounts deferred were invested in selected investment funds(e.g., a mutual fund, life insurance account, or other investment approved bythe plan administrator) as directed by the named executive officer. The namedexecutive officers may change their deemed investments from time to time.Restricted stock or restricted stock units deferred by a named executiveofficer are treated as invested in the Company’s common stock, and the Companycredits these amounts to the named executive officer’s “stock unit deferralaccount.”  Stock unit deferral accountsare credited with dividend equivalent payments based on the number of unitscredited to the account at the time dividends are paid to the Company’sstockholders. Distributions of a named executive officer’s cash deferralaccount and his or her stock unit deferral account separately may be paid asretirement/termination benefit distributions upon a named executive officer’sretirement or termination of employment, and/or as in-service distributions onthe date(s) elected by the named executive officer for an in-servicedistribution.

 

Electionsto defer cash compensation generally must be made prior to the year in whichthe services to which the compensation relates will be performed. Elections todefer restricted stock grants generally may be made on or before the 30th dayafter the date of grant, provided that the election is made at least 12 monthsprior to the initial vesting date under the restricted stock grant. At the timea deferral election is made, the named executive officer chooses (a) (i) theamount of deferral and type of cash compensation to be deferred and/or (ii) thenumber or percentage of shares of restricted stock to be deferred, (b) anyin-service distribution dates for that year’s, or a portion of that year’s,cash deferrals and/or restricted stock deferrals, and (c) the form of paymentelections for the retirement/termination benefits and in-service distributions.The named executive officer may elect to receive his or herretirement/termination benefit payments in a lump sum and/or in up to fifteenannual installments (provided that such amount to be distributed ininstallments is, with respect to cash deferrals, at least $25,000 and, withrespect to restricted stock deferrals, valued at $10,000 or more). Namedexecutive officers may change the form of payment elected with respect toparticular deferrals, subject to compliance with the terms of the deferredcompensation plan then in effect, including any grandfathered terms resultingfrom changes in applicable U.S. federal income tax laws or regulations.

 

Anamed executive officer may have up to 5 in-service distribution electionsapplicable to each of his or her cash deferral account and to his or her stockunit deferral account. However, an election of a payment schedule for a cash orrestricted stock retirement/termination benefit will pertain to the entire cashdeferral account balance or stock unit account balance, as applicable.

 

Amountsthat are treated as if invested in selected investment funds are distributed incash, and amounts credited to a stock unit deferral account are distributed inshares of the Company’s common stock.

 

Participantsin the deferred compensation plan are general unsecured creditors of theCompany with respect to their benefits under the plan. The Company does notmake any contributions on behalf of its executive officers under its deferredcompensation plan or pay above-market or preferential earnings on deferredcompensation plan accounts.

 

23

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**Potential Payments uponTermination or Change in Control**

** **

The following discussion summarizes the potentialpayments and acceleration rights upon certain terminations and/or a change in controlof the Company for each of the named executive officers, assuming a December31, 2006 termination or change in control date. These payments and accelerationrights are contained within the named executive officers’ employmentagreements, the 2003 Stock Incentive Plan, stock option and restricted stockawards and the deferred compensation plan. The amount payable to or realized byeach named executive officer may vary depending on the nature of thetermination, whether as a result of termination by us without “cause” or by theexecutive for “good reason” (which is defined to include a “change in control”of the Company), or in the event of disability or death of the executive. Forpurposes of quantifying the value of continued insurance coverage benefitspresented in the disclosure below, the Company has estimated a value of suchinsurance benefits based on the amount the Company would pay under COBRA forinsurance coverage on behalf of the named executive officer over the applicabletime period.

 

***Employment Agreements, 2003 StockIncentive Plan and Equity Awards***

 

*Glenn J. Rufrano.*If Mr. Rufrano’s employment is terminated by uswithout cause or by Mr. Rufrano for good reason (which includes a change incontrol of the Company), then pursuant to the terms of Mr. Rufrano’s employmentagreement, the 2003 Stock Incentive Plan and/or stock option and restrictedstock awards made to Mr. Rufrano, Mr. Rufrano will be entitled to the followingseverance benefits:

 

•      A lump sum payment equal to twice his average annualizedtotal cash compensation (base salary and bonus) for the two fiscal years endingprior to the termination date. As of December 31, 2006, this cash payment wouldhave been $3,000,000.

•      Continuation for a period of three years, or, ifearlier, until reemployment with equivalent benefits, of all insurance coverage(including medical, hospitalization, dental and life insurance) in effect forMr. Rufrano, his spouse and his dependents on the termination date. As ofDecember 31, 2006, the estimated value of this benefit would have been $60,000.

•      The full vesting of the “outperform shares” to beawarded to Mr. Rufrano under his employment agreement in the event of theachievement by the Company of certain performance criteria as of thetermination date. As of December 31, 2006, the value of this benefit would havebeen $6,000,000.

•      The full vesting of certain stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $2,426,522.

 

Inthe event that payment is made in connection with a change in control, all ofthe foregoing is subject to certain provisions of the Internal Revenue Code of1986, as amended, concerning “excess” parachute payments.

 

If Mr. Rufrano’s employment is terminated upon hisdisability, he will be entitled to the following severance benefits:

 

•      Continued base salary for six months. As of December31, 2006, these cash payments would have amounted to $300,000 for the six monthperiod.

•      The full vesting of certain stock options and restrictedstock awards. As of December 31, 2006, the value of this benefit would havebeen $1,219,122.

•      The full vesting of the “outperform shares” to beawarded to Mr. Rufrano under his employment agreement in the event of theachievement by the Company of certain performance criteria as of thetermination date. As of December 31, 2006, the value of this benefit would havebeen $6,000,000.

 

If Mr. Rufrano’s employment is terminated upon hisdeath, his beneficiary, legal representative or estate will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to one times Mr. Rufrano’sbase salary. As of December 31, 2006, this cash payment would have been$600,000.

•      The full vesting of certain stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $1,706,916.

 

24

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•      The full vesting of the “outperform shares” to beawarded to Mr. Rufrano under his employment agreement in the event of the achievementby the Company of certain performance criteria as of the termination date. Asof December 31, 2006, the value of this benefit would have been $6,000,000.

 

*John B. Roche.*If Mr. Roche’s employment is terminated by us withoutcause or by Mr. Roche for good reason (which includes a change in control ofthe Company), then pursuant to the terms of Mr. Roche’s employment agreement,the 2003 Stock Incentive Plan (including the OPP Plan), and/or stock option andrestricted stock awards made to Mr. Roche, Mr. Roche will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to twice his average totalcompensation, including bonus, for the two fiscal years ending prior to thetermination date. As of December 31, 2006, this cash payment would have been$1,367,500.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe earlier of (i) the date of consummation of a change in control and (ii) thetermination date. In connection with a change in control, this payment would bemade upon the change in control and without regard to the executive’stermination of employment. As of December 31, 2006, the value of this benefitwould have been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $1,123,657.

 

Inthe event that payment is made in connection with a change in control, all ofthe foregoing is subject to certain provisions of the Internal Revenue Code of1986, as amended, concerning “excess” parachute payments.

 

If Mr. Roche’s employment is terminated upon hisdisability, he will be entitled to the following severance benefits:

 

•      Continued base salary for six months. As of December31, 2006, these cash payments would have been $182,235 per year.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $177,675.

 

If Mr. Roche’s employment is terminated upon hisdeath, his beneficiary, legal representative or estate will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to one times Mr. Roche’s basesalary. As of December 31, 2006, this cash payment would have been $364,471.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $656,320.

 

*Steven F. Siegel.*If Mr. Siegel’s employment is terminated by us withoutcause or by Mr. Siegel for good reason (which includes a change in control ofthe Company), then pursuant to the terms of Mr. Siegel’s employment agreement,the 2003 Stock Incentive Plan (including the OPP Plan), and/or stock option andrestricted stock awards made to Mr. Siegel, Mr. Siegel will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to twice his average totalcompensation, including bonus, for the two fiscal years ending prior to thetermination date. As of December 31, 2006, this cash payment would have been$1,065,000.

•      Continuation for a period of three years, or, ifearlier, until reemployment with equivalent benefits, of all

 

25

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insurance coverage (including medical,hospitalization, dental and life insurance) in effect for Mr. Siegel, hisspouse and his dependents on the termination date. As of December 31, 2006, theestimated value of this benefit would have been $60,000.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe earlier of (i) the date of consummation of a change in control and (ii) thetermination date. In connection with a change in control, this payment would bemade upon the change in control and without regard to the executive’stermination of employment. As of December 31, 2006, the value of this benefitwould have been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $1,061,791.

 

Inthe event that payment is made in connection with a change in control, all ofthe foregoing is subject to certain provisions of the Internal Revenue Code of1986, as amended, concerning “excess” parachute payments.

 

If Mr. Siegel’s employment is terminated upon hisdisability, he will be entitled to the following severance benefits:

 

•      Continued base salary for the longer of six months orthe date on which Mr. Siegel becomes entitled to long-term disability benefits,up to a maximum of three years of continued base salary. As of December 31,2006, these cash payments would have been $312,404 per year.

•      Continued insurance coverage (including medical,hospitalization, dental and life insurance) in effect for Mr. Siegel, hisspouse and his dependents on the termination date for the longer of six monthsor the date on which Mr. Siegel becomes entitled to long-term disabilitybenefits. As of December 31, 2006, the estimated value of this benefit wouldhave been $20,000 per year.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $177,664.

 

If Mr. Siegel’s employment is terminated upon hisdeath, his beneficiary, legal representative or estate will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to one times Mr. Siegel’sbase salary. As of December 31, 2006, this cash payment would have been$312,404.

•      Continued insurance coverage (including medical,hospitalization, dental and life insurance) in effect for his spouse and hisdependents on the termination date for one year. As of December 31, 2006, theestimated value of this benefit would have been $20,000.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $594,873.

 

*Leonard I. Brumberg.*If Mr. Brumberg’s employment isterminated by us without cause or by Mr. Brumberg for good reason (whichincludes a change in control of the Company), then pursuant to the terms of Mr.Brumberg’s employment agreement, the 2003 Stock Incentive Plan (including theOPP Plan), and/or stock option and restricted stock awards made to Mr.Brumberg, Mr. Brumberg will be entitled to the following severance benefits:

 

•      A lump sum payment equal to twice his average totalcompensation, including bonus, for the two fiscal years ending prior to thetermination date. As of December 31, 2006, this cash payment would have been$985,000.

•      Continuation for a period of three years, or, if earlier,until reemployment with equivalent benefits, of all insurance coverage(including medical, hospitalization, dental and life insurance) in effect forMr.

 

26

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Brumberg, his spouse and his dependents on thetermination date. As of December 31, 2006, the estimated value of this benefitwould have been $60,000.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe earlier of (i) the date of consummation of a change in control and (ii) thetermination date. In connection with a change in control, this payment would bemade upon the change in control and without regard to the executive’stermination of employment. As of December 31, 2006, the value of this benefitwould have been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $1,061,791.

 

Inthe event that payment is made in connection with a change in control, all ofthe foregoing is subject to certain provisions of the Internal Revenue Code of1986, as amended, concerning “excess” parachute payments.

 

If Mr. Brumberg’s employment is terminated upon hisdisability, he will be entitled to the following severance benefits:

 

•      Continued base salary for six months. As of December31, 2006, these cash payments would have amounted to $156,202 for the six monthperiod.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $177,664.

 

If Mr. Brumberg’s employment is terminated upon hisdeath, his beneficiary, legal representative or estate will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to one times Mr. Brumberg’sbase salary. As of December 31, 2006, this cash payment would have been$312,404.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $594,873.

 

*Dean R. Bernstein.*If Mr. Bernstein’s employment is terminated by uswithout cause or by Mr. Bernstein for good reason (which includes a change incontrol of the Company), then pursuant to the terms of Mr. Brumberg’semployment agreement, the 2003 Stock Incentive Plan (including the OPP Plan),and/or stock option and restricted stock awards made to Mr. Bernstein, Mr.Bernstein will be entitled to the following severance benefits:

 

•      A lump sum payment equal to twice his average totalcompensation, including bonus, for the two fiscal years ending prior to thetermination date. As of December 31, 2006, this cash payment would have been$1,004,500.

•      Continuation for a period of three years, or, ifearlier, until reemployment with equivalent benefits, of all insurance coverage(including medical, hospitalization, dental and life insurance) in effect forMr. Bernstein, his spouse and his dependents on the termination date. As ofDecember 31, 2006, the estimated value of this benefit would have been $60,000.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe earlier of (i) the date of consummation of a change in control and (ii) thetermination date. In connection with a change in control, this payment would bemade upon the change in control and without regard to the executive’stermination of employment. As of December 31, 2006, the value of this benefitwould have been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $930,363.

 

27

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Inthe event that payment is made in connection with a change in control, all ofthe foregoing is subject to certain provisions of the Internal Revenue Code of1986, as amended, concerning “excess” parachute payments.

 

If Mr. Bernstein’s employment is terminated upon hisdisability, he will be entitled to the following severance benefits:

 

•      Continued base salary for the longer of six months orthe date on which Mr. Bernstein becomes entitled to long-term disabilitybenefits, up to a maximum of three years of continued base salary. As ofDecember 31, 2006, these cash payments would have been $301,990 per year.

•      Continued insurance coverage (including medical,hospitalization, dental and life insurance) in effect for Mr. Bernstein, hisspouse and his dependents on the termination date for the longer of six monthsor the date on which Mr. Bernstein becomes entitled to long-term disabilitybenefits. As of December 31, 2006, the estimated value of this benefit wouldhave been $20,000 per year.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefit wouldhave been $143,948.

 

If Mr. Bernstein’s employment is terminated upon hisdeath, his beneficiary, legal representative or estate will be entitled to thefollowing severance benefits:

 

•      A lump sum payment equal to one times Mr. Bernstein’sbase salary. As of December 31, 2006, this cash payment would have been$301,990.

•      Continued insurance coverage (including medical,hospitalization, dental and life insurance) in effect for his spouse and hisdependents on the termination date for one year. As of December 31, 2006, theestimated value of this benefit would have been $20,000.

•      The full vesting of the OPP performance shares in theevent of the achievement by the Company of certain performance criteria as ofthe termination date. As of December 31, 2006, the value of this benefit wouldhave been $2,400,000.

•      The full vesting of certain other stock options andrestricted stock awards. As of December 31, 2006, the value of this benefitwould have been $529,159.

 

***Deferred Compensation Plan***

 

Under the deferred compensation plan (see “CompensationDiscussion and Analysis—Deferred Compensation Plan” and “Narrative Disclosureto Nonqualified Deferred Compensation Table” above for more information on thisplan), in the event a named executive officer that has elected to defercompensation under the plan has a termination of employment (includingretirement) within two years after a change in control, such named executiveofficer receives a lump sum distribution of his or her deferred compensationaccount balance (including all in service accounts) as soon as administrativelypracticable following the end of the month in which the termination ofemployment occurs. In the case of non-grandfathered subaccounts, payment to thenamed executive officers will be delayed six months following termination ofemployment to the extent necessary to avoid the imposition of the penalty taxunder Section 409A of the Internal Revenue Code.

 

Assuming a change in control under the deferredcompensation plans at December 31, 2006, the market value of the acceleratedaccount balances is presented in the “Aggregate Balance at Last FYE” column ofthe 2006 Nonqualified Deferred Compensation table above.

 

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**Director Compensation**

 

In 2006, non-managementdirectors of the Company received an annual retainer fee of $40,000, plus a feeof $1,000 for attendance, in person or telephonically, at each meeting of theBoard of Directors. Non-management directors also received $1,000 for eachcommittee meeting attended, including telephonic meetings, that was not on thesame day as a meeting of the Board of Directors. The lead director received anadditional annual retainer fee of $10,000. The chairman of the audit committeereceived an additional annual retainer fee of $10,000, and the chairman of eachof the executive compensation and stock option committee and the corporategovernance and nominating committee received an additional annual retainer feeof $5,000. In addition, the other directors who are members of the auditcommittee received an additional annual retainer fee of $5,000. Each directorwas reimbursed for expenses incurred in attending meetings, including committeemeetings. The $40,000 annual retainer fee was paid 50% in cash and 50% throughthe issuance of shares of our common stock.

 

Non-management directorsalso receive, on an annual basis, options to purchase shares of our commonstock in accordance with the following formula: 3,000 shares, plus 250 shares multiplied by the number of years ofcontinuous service beginning in 1997, including any portion of any fiscal yearof service as a full year. The option price is the fair market value of theunderlying shares of our common stock on the date of grant and the options arefully vested upon grant.

 

In addition to thecompensation arrangements discussed above, the Company has historicallyreimbursed Mr. Melvin Newman (formerly an employee of the Company) for medicalinsurance. Mr. Newman previously received this benefit while he served as anemployee of the Company and, following his retirement, the Company hascontinued to provide this benefit to Mr. Newman.

 

The following tableprovides information on the compensation of our directors for the fiscal yearended December 31, 2006. Mr. William Newman received no separate compensationfor his service as a director of the Company; however, he did receive a salaryof $150,000 for his service as an executive officer of the Company. Mr. GlennRufrano received no separate compensation for his service as director of theCompany. For information regarding Mr. Rufrano’s compensation as a namedexecutive officer of the Company, see “Compensation of Directors and ExecutiveOfficers— Executive Compensation.”

 

** **
| **Name**          | ** ** | **Fees Earned or Paid****in Cash****($)** | ** ** | **Stock Awards****($) (1) (2)** | ** ** | **Option Awards****($) (1) (3)** | ** ** | **All Other Compensation****($)** | ** ** | **Total****($)** | ** ** |
|-------------------|------------|-------------------------------------------|------------|---------------------------------|------------|----------------------------------|------------|-----------------------------------|------------|------------------|------------|
| Raymond Bottorf   |       | $                                         | 41,000     |                            | $          | 19,943                           |       | $                                 | 11,275     |             | —     |   | $ | 72,218 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| Irwin Engelman    |       | $                                         | 44,000     |                            | $          | 19,943                           |       | $                                 | 7,688      |             | —     |   | $ | 71,631 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| Norman Gold       |       | $                                         | 36,000     |                            | $          | 19,943                           |       | $                                 | 11,275     |             | —     |   | $ | 67,218 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| Matthew Goldstein |       | $                                         | 36,000     |                            | $          | 19,943                           |       | $                                 | 9,225      |             | —     |   | $ | 65,168 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| Nina Matis        |       | $                                         | 35,000     |                            | $          | 19,943                           |       | $                                 | 8,200      |             | —     |   | $ | 63,143 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| H. Carl McCall    |       | $                                         | 47,000     |                            | $          | 19,943                           |       | $                                 | 7,688      |             | —     |   | $ | 74,631 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| Melvin Newman     |       | $                                         | 32,000     |                            | $          | 19,943                           |       | $                                 | 11,275     |             | $          | 12,680 | (4) | $ | 75,898 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| George Puskar     |       | $                                         | 38,000     |                            | $          | 19,943                           |       | $                                 | 7,688      |             | —     |   | $ | 65,631 |   |
|              |       |                                      |       |                            |       |                             |       |                              |       |             |       |
| Gregory White     |       | $                                         | 40,000     |                            | $          | 19,943                           |       | $                                 | 11,275     |             | —     |   | $ | 71,218 |   |
|                   |            |                                           |            |                                 |            |                                  |            |                                   |            |                  |            |  |  |  |  |  |

 

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(1)           Amounts shown in thesecolumns are based on the accounting expense recognized by the Company in fiscalyear 2006 related to stock and option awards made in 2006, in accordance with FAS 123R. Inaddition, the amounts set forth in these columns represent the grant date fairvalues of the stock and option awards made in 2006. The assumptions used tocalculate the accounting expense recognizedin fiscal 2006 for these stock and option grants, as well as the grantdate fair values of such awards, are setforth in footnote 14 to the Company’s audited financial statements contained in its Form 10-K for the yearended December 31, 2006. The aggregate number of stock option awardsoutstanding at fiscal year-end appears in below in the “Outstanding DirectorEquity Awards at Fiscal Year-End” table.

(2)           All stock awards to directorsduring the 2006 fiscal year vested immediately upon the grant of the stockaward.

 

29

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(3)           The following table provides information on theaggregate number of option awards outstanding at fiscal year ended December 31,2006 for each of the directors included in this Director Compensation Table.

(4)           This amount represents reimbursement paid by theCompany during the 2006 fiscal year for medical insurance.

 

**Outstanding Director Option Awards at FiscalYear-End**

**(at fiscalyear ended December 31, 2006)**

** **

** **

| ** **        | ** ** | **Option Awards**                                                                | ** ** |
|-------------------|------------|----------------------------------------------------------------------------------|------------|
| **Name**          | ** ** | **Number of Securities****Underlying Unexercised Options****(#)****Exercisable** | ** ** | **Number of Securities Underlying****Unexercised Options****(#)****Unexercisable** | ** ** |
| Raymond Bottorf   |       | 41,077                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| Irwin Engelman    |       | 14,762                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| Norman Gold       |       | 22,442                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| Matthew Goldstein |       | 22,006                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| Nina Matis        |       | 15,859                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| H. Carl McCall    |       | 14,762                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| Melvin Newman     |       | 41,077                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| George Puskar     |       | 14,762                                                                           |       | — |   |
|              |       |                                                                             |       |   |   |
| Gregory White     |       | 41,077                                                                           |       | — |   |

** **

**COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION**

 

TheNew Plan executive compensation and stock option committee was comprised ofGregory White, Matthew Goldstein and Nina Matis during 2006. None of theseindividuals were, or ever have been, employees of New Plan or any of oursubsidiaries. No interlocking relationship existed between Mr. White, Mr.Goldstein or Ms. Matis and any member of any other company’s board ofdirectors, board of trustees or executive compensation and stock optioncommittee during that period.

 

**COMPENSATION COMMITTEE REPORT**

 

During2006, New Plan’s executive compensation and stock option committee of the Boardof Directors was composed entirely of independent directors. The committeeconsisted of Gregory White (chairman), Matthew Goldstein and Nina Matis. Underits charter, the committee was responsible for determining the compensation ofthe Company’s executive officers, including base salary, bonus and long-termincentive compensation, subject to approval of a majority of the Company’sindependent directors (including members of the committee).

 

Thecommittee reviewed and discussed the Compensation Discussion and Analysis set forthabove (other than information with respect to IntermediateCo) with ourmanagement. Based on such review and discussion, the committee recommended tothe Board of Directors that the Compensation Discussion and Analysis beincluded in this Annual Report on Form 10-K for the fiscal year ended December31, 2006, and the Board of Directors approved that recommendation.

 

30

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Respectfullysubmitted,

 

TheExecutive Compensation and Stock Option

Committeeof the Board of Directors:

 

GregoryWhite (chairman)

MatthewGoldstein

NinaMatis

 

February20, 2007

 

## ***Item12.***         SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

## *** ***

**VOTINGSECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

As of February 26, 2007,we had 6,797 registered holders of our common stock and four registered holdersof our Series D depositary shares. For purposes of this Amendment, beneficialownership of securities is defined in accordance with the rules of the SEC andmeans generally the power to vote or exercise investment discretion withrespect to securities, regardless of any economic interests therein.

 

Due to the consummationof the Transactions, as of April 30, 2007, IntermediateCo was wholly owned bySuper LLC.

 

**Ownership of Common Stock**

 

The following table setsforth certain information as to the beneficial ownership, as of February 26,2007, of shares of our common stock, including shares of our common stock as towhich a right to acquire beneficial ownership existed, for example, through theexercise of common stock options, within the meaning of Rule 13d-3 under theExchange Act, by:

 

•      the Original Directors,

 

•      the named executive officers, and

 

•      the Original Directors, the named executive officersand the other executive officers, as a group.

 

Unless otherwiseindicated, each person had, as of February 26, 2007, sole voting and investmentpower with respect to such shares of our common stock, subject to communityproperty laws where applicable.

 

31

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| **Name and Business Address (1)**                                 | ** ** | **Number of Shares  of Common stock  Beneficially Owned** | ** ** | **Percentage of  Outstanding Shares of  Common Stock** | ** ** |
|-------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|--------------------------------------------------------|------------|
| **Named Executive Officers****and Directors**                     |       |                                                      |       |                                                   |       |
| William Newman                                                    |       | 1,825,937                                                 | (2)        | 1.8                                                    | %          |
| Glenn J. Rufrano                                                  |       | 1,470,046                                                 | (3)        | 1.4                                                    | %          |
| John B. Roche                                                     |       | 171,908                                                   | (4)        |                                                   | (5)        |
| Steven F. Siegel                                                  |       | 273,051                                                   | (6)        |                                                   | (5)        |
| Leonard I. Brumberg                                               |       | 357,450                                                   | (7)        |                                                   | (5)        |
| Dean Bernstein                                                    |       | 292,564                                                   | (8)        |                                                   | (5)        |
| Raymond H. Bottorf                                                |       | 48,716                                                    | (9)        |                                                   | (5)        |
| Irwin Engelman                                                    |       | 18,160                                                    | (10)       |                                                   | (5)        |
| Norman Gold                                                       |       | 37,445                                                    | (11)       |                                                   | (5)        |
| Matthew Goldstein                                                 |       | 25,720                                                    | (12)       |                                                   | (5)        |
| Nina Matis                                                        |       | 18,257                                                    | (13)       |                                                   | (5)        |
| H. Carl McCall                                                    |       | 17,523                                                    | (14)       |                                                   | (5)        |
| Melvin Newman                                                     |       | 647,498                                                   | (15)       |                                                   | (5)        |
| George Puskar                                                     |       | 27,260                                                    | (16)       |                                                   | (5)        |
| Gregory White                                                     |       | 52,658                                                    | (17)       |                                                   | (5)        |
| All Executive Officers and Directors  as a Group (16 individuals) |       |                                                      |       |                                                   |       |
| **More than Five Percent Beneficial Owners**                      |       |                                                      |       |                                                   |       |
| The Vanguard Group, Inc.                                          |       | 6,542,257                                                 | (19)       | 6.3                                                    | %          |
| Morgan Stanley                                                    |       | 5,315,625                                                 | (20)       | 5.1                                                    | %          |
| Barclays Global Investors, NA                                     |       | 7,447,734                                                 | (21)       | 7.2                                                    | %          |

 

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(1)           The business address of (i)Messrs. William Newman, Rufrano, Roche, Siegel, Brumberg, Bernstein, Puskar,Engelman, McCall and Melvin Newman is 420 Lexington Avenue, New York, New York10170, (ii) Mr. Bottorf is 445 Park Avenue, 9th Floor, New York, NewYork 10022, (iii) Ms. Matis is 1114 Avenue of the Americas, New York, New York10036, (iv) Mr. Gold is 131 South Dearborn, Suite 1700, Chicago, Illinois60603, (v) Mr. Goldstein is 535 E. 80th Street, New York, NewYork 10021, and (vi) Mr. White is 2 Overhill Road, Suite 3140,Scarsdale, New York 10583.

(2)           Includes 39,627 shares of ourcommon stock owned by Mr. Newman’s wife, 5,417 shares of our common stock heldby Mr. Newman as custodian for his granddaughter and 290,720 shares of ourcommon stock held by a family charitable foundation. Mr. Newman disclaims anybeneficial interest in the shares of our common stock held for hisgranddaughter and by the family charitable foundation.

(3)           Includes 996,886 shares ofour common stock which Mr. Rufrano has the right to acquire upon exercise ofcommon stock options.

(4)           Includes 148,721 shares ofour common stock which Mr. Roche has the right to acquire upon exercise ofcommon stock options.

(5)           Amount owned does not exceed1% of class.

(6)           Includes 245,244 shares ofour common stock which Mr. Siegel has the right to acquire upon exercise ofcommon stock options.

(7)           Includes 320,091 shares ofour common stock which Mr. Brumberg has the right to acquire upon exercise ofcommon stock options.

(8)           Includes 228,282 shares ofour common stock which Mr. Bernstein has the right to acquire upon exercise ofcommon stock options, 1,740 shares of our common stock owned jointly with hiswife, 24,769 shares of our common stock owned by his wife, 3,556 shares of ourcommon stock held by Mr. Bernstein as custodian for the benefit of his daughterand 8,949 shares of our common stock held by Mr. Bernstein as custodian for thebenefit of his son. Mr. Bernstein disclaims any beneficial interest in theshares of our common stock held for his children.

(9)           Includes 41,077 shares of ourcommon stock which Mr. Bottorf has the right to acquire upon exercise of commonstock options.

(10)         Includes 14,762 shares of ourcommon stock which Mr. Engelman has the right to acquire upon the exercise ofcommon stock options and 1,000 shares of common stock owned jointly with hiswife.

(11)         Includes 22,442 shares of ourcommon stock which Mr. Gold has the right to acquire upon exercise of commonstock options and 5,899 shares pledged as security for a margin account.

(12)         Includes 22,006 shares of ourcommon stock which Mr. Goldstein has the right to acquire upon exercise ofcommon stock

 

32

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options.

(13)         Includes 15,859 shares of ourcommon stock which Ms. Matis has the right to acquire upon exercise of commonstock options.

(14)         Includes 14,762 shares of ourcommon stock which Mr. McCall has the right to acquire upon exercise of commonstock options.

(15)         Includes 23,547 shares of ourcommon stock owned by Mr. Newman’s wife and 72,350 shares of our common stockheld by The Morris and Ida Newman Family Foundation, of which Mr. Newman is thetrustee, as well as 41,077 shares of our common stock which Mr. Newman hasthe right to acquire upon exercise of common stock options. Mr. Newmandisclaims any beneficial interest in the shares of our common stock held by thefoundation.

(16)         Includes 2,400 shares of ourcommon stock held by Mr. Puskar’s wife and 14,762 shares of our common stockwhich Mr. Puskar has the right to acquire upon exercise of common stockoptions.

(17)         Includes 2,000 shares of ourcommon stock held by Mr. White as custodian for his children, 1,000 shares ofour common stock held by a trust for Mr. White’s daughter of which Mr. White isa trustee, 1,000 shares of our common stock owned by Mr. White’s wife, and41,077 shares of our common stock which Mr. White has the right to acquire uponexercise of common stock options.

(18)         Includes 2,047,406 shares ofour common stock which the executive officers and directors have the right toacquire upon exercise of common stock options.

(19)         Represents the number ofshares of common stock owned by the Vanguard Group, Inc. (“Vanguard”) based ona Schedule 13G filed with the SEC by Vanguard on February 14, 2007 pursuant toSection 13(g) of the Exchange Act. According to such Schedule 13G, (i) Vanguardhas sole voting power with respect to 44,673 shares of our common stock andsole dispositive power with respect to 6,542,257 shares our common stock and(ii) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard,is the beneficial owner of 44,673 shares of our common stock as a result ofserving as investment manager of collective trust accounts and directs votingof these shares. The Schedule 13G was filed on behalf of Vanguard solely in itscapacity as an investment adviser under Section 203 of the Investment AdvisersAct of 1940. The business address of Vanguard is 100 Vanguard Blvd., Malvern,Pennsylvania 19355.

(20)         Represents the number of sharesof common stock owned by Morgan Stanley based on a Schedule 13G/A filed withthe SEC by Morgan Stanley on February 15, 2007 pursuant to Section 13(g) of theExchange Act. According to such Schedule 13G/A, Morgan Stanley has sole votingpower with respect to 5,313,966 shares of our common stock, sole dispositivepower with respect to 5,315,625 shares of our common stock and shared votingpower with respect to 909 shares of our common stock. Morgan Stanley filed theSchedule 13G/A solely in its capacity as the parent company of, and indirectbeneficial owner of securities held by, one of its business units. MorganStanley has disclaimed beneficial ownership of a portion of the sharesreported, which are owned indirectly through a client vehicle. The businessaddress of Morgan Stanley is 1585 Broadway, New York, New York 10036.

(21)         Represents the number ofshares of common stock owned by Barclays Global Investors, NA (“Barclays”),Barclays Global Fund Advisors (“BGFA”), Barclays Global Investors, Ltd. (“BGI”),Barclays Global Investors Japan Trust and Banking Company Limited (“BGI JapanTrust”), and Barclays Global Investors Japan Limited (“BGI Japan Limited”), asa group, based on a Schedule 13G filed with the SEC by the group on January 23,2007 pursuant to Section 13(g) of the Exchange Act. According to the Schedule13G, (i) Barclays beneficially owns and has sole dispositive power with respectto 5,410,486 shares of our common stock and has sole voting power with respectto 4,565,343 shares of our common stock, (ii) BGFA beneficially owns and hassole voting and dispositive power with respect to 1,860,959 shares of ourcommon stock, (iii) BGI beneficially owns and has sole voting and dispositivepower with respect to 106,516 shares of our common stock, (iv) BGI Japan Trustbeneficially owns and has sole voting and dispositive power with respect to noshares of our common stock, and (v) BGI Japan Limited beneficially owns and hassole voting and dispositive power with respect to 69,773 shares of our commonstock. The business address of (i) Barclays and BGFA is 45 Fremont Street, SanFrancisco, California 94105, (ii) BGI is 1 Royal Mint Court, London, EC3N 4HH,(iii) BGI Japan Trust is Ebisu Prime Square Tower 8th Floor, 1-1-39Hiroo Shibuya-Ku, Tokyo 150-0012 Japan, and (iv) BGI Japan Limited is EbisuPrime Square Tower 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo150-8402 Japan.

 

The determination thatthere were no additional persons, entities or groups known to us tobeneficially hold more than 5% of our common stock was based on a review of allstatements filed with respect to New Plan since the beginning of the pastfiscal year with the SECpursuant to Section 13(d) or 13(g) of the Exchange Act.

 

**Ownership of Series D DepositaryShares**

 

The following table setsforth certain information as to the beneficial ownership, as of February 26,2007, of Series D depositary shares, within the meaning of Rule 13d 3 under theExchange Act by persons who beneficially owned more than 5% of the Series Ddepositary shares outstanding as of February 26, 2007. Since the Series Ddepositary shares are not registered under Section 12 of the Exchange Act, theholders of our Series D depositary shares are not required to make filingspursuant to Section 13(d) or 13(g) of the Exchange Act.

 

33

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| **Name and Business Address (1)**       | ** ** | **Number of Series D  Depositary Shares  Beneficially Owned** | ** ** | **Percentage of  Outstanding Series D  Depositary Shares** | ** ** |
|-----------------------------------------|------------|--------------------------------------------------------------------|------------|------------------------------------------------------------|------------|
| Capital Research and Management Company |       | 112,500                                                            | (2)        | 7.5                                                        | %          |
| Spectrum Asset Management, Inc.         |       | 435,306                                                            | (3)        | 29.0                                                       | %          |

 

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(1)           The business address (i) of Capital Research and ManagementCompany is 333 South Hope Street, Los Angeles, California 90071 and (ii) ofSpectrum Asset Management, Inc. is 2 High Ridge Park, Stamford, Connecticut06905.

(2)           Represents 112,500 Series D depositary shares thatCapital Research and Management Company was deemed to beneficially own as a result of acting as investmentadviser to various investment companies, and with respect to which CapitalResearch and Management Company had sole dispositive power, but no voting power.Capital Research and Management Company has disclaimed beneficial ownership ofthese Series D depositary shares pursuant to Rule 13d-4 under the Exchange Act.

(3)           Represents Series D depositary shares that SpectrumAsset Management, Inc. was deemed to beneficially own as a result of acting asinvestment adviser. We do not know whether Spectrum Asset Management, Inc., inits role as investment adviser, possesses sole, shared or no voting anddispositive power over these Series D depositary shares.

 

The information presentedabove is based solely on information made available to us as of February 26,2007, and based on such information, there were no other persons, entities orgroups known to us to beneficially hold more than 5% of the Series D depositaryshares. No current director, director nominee, named executive officer or othercurrent executive officer owned any Series D depositary shares as of February26, 2007.

 

## ***Item13.***         CertainRelationships and Related Transactions, and Director Independence

## *** ***

**TRANSACTIONSWITH RELATED PERSONS**

 

The following loans were made by us over a number ofyears to assist certain executive officers in their purchase of our common shares.Such loans are unsecured.

 

•      In July 1997, we advanced a loan totaling $95,062 toDean Bernstein, our Senior Vice President3⁄4Acquisitions/Dispositions.On December 31, 2006, Mr. Bernstein was indebted in the aggregate amountof $95,062 under these loans, which represented the maximum loan amountoutstanding during 2006. The amount owed is represented by a demand notebearing interest at a rate of 5% per annum.

 

•      In June 1994 and July 1997, we advanced loans totaling$111,881 to Steven F. Siegel, our Executive Vice President, General Counsel andSecretary. On December 31, 2006, Mr. Siegel was indebted in the aggregateamount of $111,881 under these loans, which represented the maximum loan amountoutstanding during 2006. The amount owed is represented by two demand notes,each bearing interest at 5% per annum.

 

All of the foregoing loan transactions took placeprior to the consummation of the Transactions.

 

**Policy and Procedures Regarding Transactions withRelated Persons**

 

On February 26, 2007, the Company adopted a writtenrelated person transaction policy and procedures to further the goal ofensuring that any related person transaction is properly reviewed, approved orratified, if appropriate, and fully disclosed in accordance with applicablerules and regulations. The policies and procedures are intended to supplementthe Corporate Governance Guidelines and work in conjunction with the Code ofBusiness Conduct and Ethics, both of which are described above in “InformationRegarding Directors, Executive Officers and Corporate Governance – CorporateGovernance Guidelines and Codes of Ethics.”

 

34

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The policies and procedures apply to transactions orarrangements between the Company and any related person, including but notlimited to directors, director nominees, executive officers, greater than 5%stockholders and the immediate family members of each of these groups. They donot, however, apply with respect to general conflicts between the interests ofthe Company and our employees, officers and directors, including issuesrelating to engaging in a competing business and performing outside oradditional work, which are reported and handled in accordance with the Company’sCode of Business Conduct and Ethics and other procedures and guidelinesimplemented by the Company from time to time.

 

For purposes of the policies and procedures, a relatedperson transaction is a transaction, arrangement or relationship (including anyindebtedness or guarantee of indebtedness), or any series of similartransactions, arrangements or relationships, in which (i) the aggregate amountinvolved will or may be expected to exceed $120,000, (ii) the Company is aparticipant, and (iii) any related person has or will have a direct or indirectmaterial interest.

 

Under the policies and procedures, the directors andexecutive officers of the Company are responsible for identifying and reportingany proposed transaction with a related person. If any director or officerbecomes aware of any transaction or arrangement that has taken place, may betaking place or may be about to take place involving the Company and anyrelated person, such person shall immediately bring the matter to the attentionof the Company’s general counsel. Any proposed related person transaction shallbe presented by the general counsel to the Board of Directors for its review,or, in the event that the Board of Directors designates a committee of theBoard of Directors, to such committee for its review. The Board of Directors ordesignated committee will then meet, in person or by telephone, to review anddiscuss the proposed transaction.

 

All related person transactions must be approved orratified by either a majority of the disinterested directors of the Board ofDirectors or by a designated committee of the Board of Directors. If thetransaction involves a director, that director will not participate in theaction regarding whether to approve or ratify the transaction. In the eventthat all of the directors are deemed to have an interest in the transaction,the Company may enter into the transaction if it is approved in accordance withthe provisions of the Maryland General Corporation Law.

 

IntermediateCo has not yet adopted similar relatedperson policies and procedures following consummation of the Transactions.IntermediateCo intends to evaluate and consider whether to adopt such relatedparty policies and procedures.

 

**INDEPENDENCE OF DIRECTORS**

 

*The following discussions relates to New Plan’sdetermination of the independence of the Original Directors prior to theconsummation of the Transactions.*

 

The Board of Directors has evaluated the status ofeach director and has affirmatively determined that a majority of ourdirectors, including Ms. Matis and Messrs. Bottorf, Engelman, Gold, Goldstein,McCall, Puskar and White, are “independent,” as such term is defined in the NewYork Stock Exchange’s listing standards. William Newman and Glenn Rufrano arenot independent as they are employees of the Company. In addition, MelvinNewman is not independent as he is the brother of William Newman.

 

Pursuant to our Corporate Governance Guidelines andthe New York Stock Exchange listing standards, in order for a director to bedeemed independent, the Board of Directors must affirmatively determine that adirector has no material relationship with the Company (either directly or as apartner, shareholder or officer of an organization that has a relationship withthe Company). After broadly considering all facts and circumstances, the Boardof Directors determined that Ms. Matis and Messrs. Bottorf, Engelman, Gold,Goldstein, McCall, Puskar and White have no known relationship (material orotherwise) with the Company.

 

Mr. Goldstein is the Chancellor of The City Universityof New York. Baruch College is one of the colleges in The City University ofNew York system. In 2005, William Newman, our Chairman of the Board ofDirectors, agreed to make a personal charitable contribution in the amount of$25 million over 5 years to Baruch College. This was a personal gift by Mr.Newman that was not sponsored or endorsed by the Company in any manner. TheBoard of Directors determined that since the gift was personal and did notinvolve the Company or its management, no relationship

 

35

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existedbetween Mr. Goldstein and the Company as a result of Mr. Newman’s gift, anddetermined that this charitable gift by Mr. Newman does not in any wayinterfere with or influence Mr. Goldstein’s exercise of independent judgment asa director of the Company.

 

**Item14.    ****            *****Principal Accountant Fees and Services***

 

**RELATIONSHIP WITH INDEPENDENTPUBLIC ACCOUNTANTS**

 

*The following discussions relates to fees and otherinformation regarding New Plan’s independent auditors prior to the consummationof the Transactions.*

 

New Plan’s consolidated financial statements for thefiscal year ended December 31, 2006 have been audited byPricewaterhouseCoopers LLP, which served as our independent auditors for thelast fiscal year and has been selected to serve as our independent auditors forthe current fiscal year.

 

For services rendered to New Plan Excel Realty Trust,Inc. during, or in connection with, our 2006 and 2005 fiscal years, asapplicable, PricewaterhouseCoopers LLP billed the following fees:

 

| ** **         | ** ** | **2006** | ** ** | **2005** | ** ** |
|--------------------|------------|----------|------------|----------|------------|
| Audit Fees         |       | $        | 689,684    |     | $          | 612,542 |   |
|               |       |     |       |     |       |   |   |
| Audit-Related Fees |       | $        | 61,243     |     | $          | 119,511 |   |
|               |       |     |       |     |       |   |   |
| Tax Fees           |       | $        | 0          |     | $          | 0 |   |
|               |       |     |       |     |       |   |   |
| All Other Fees     |       | $        | 0          |     | $          | 0 |   |

 

Audit Fees for 2006 included bills for servicesrendered in connection with our filing of a shelf registration statement inApril 2006 ($7,208), our Rule 144A convertible debt offering, and filing of arelated Current Report on Form 8-K, in September 2006 ($85,581), and our filingof a shelf registration statement in November 2006 registering the resale ofour previously issued convertible senior notes and the shares of our commonstock issuable upon conversion of the convertible senior notes ($10,995).

 

Audit-Related Fees for 2006 included bills forservices rendered in connection with consultations regarding the impact on ourfinancial statements of our OPP Plan and long-term incentive compensationawards made under the OPP Plan to our executive officers ($33,173), accountingconsultations in connection with a potential transaction ($4,712**)**[, and accounting consultations regarding the impact onour financial statements of our captive insurance program ($23,358)].

 

Audit Fees for 2005 included bills for servicesrendered in connection with our debt offering in January 2005 and the creationof our new medium-term notes program in January 2005 ($30,352), our filing of ashelf registration statement and a related Current Report on Form 8-K inJanuary 2005 ($23,402), our filing of an amendment to the January 2005 shelf registrationstatement in March 2005 ($6,636), our filing of a Current Report on Form 8-K inAugust 2005 in connection with the completion of the sale and contribution of69 community and neighborhood shopping centers to Galileo America LLC andcertain related transactions (the “Galileo Transactions”) ($12,728) and ourdebt offering in September 2005 ($17,324).

 

Audit-Related Fees for 2005 included bills forservices rendered in connection with consultations regarding the impact on ourfinancial statements of certain long-term incentive compensation components ofour Chief Executive Officer’s employment agreement ($14,865), performing duediligence ($57,197) and accounting consultations ($36,633) regarding theGalileo Transactions, and accounting consultations in connection with apotential transaction ($10,816).

 

36

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In addition to the foregoing, PricewaterhouseCoopersLLP billed an aggregate of approximately $196,400 and $123,400 in 2006 and2005, respectively, for audit and other services provided with respect to the2006 and 2005 fiscal years to four joint ventures and three joint ventures,respectively, in which we have equity interests.

 

All audit and audit-related services were pre-approvedby the audit committee, either pursuant to the audit committee’s Audit andNon-Audit Services Pre-Approval Policy or through a separate pre-approval bythe audit committee, which concluded that the provision of such services byPricewaterhouseCoopers LLP was compatible with the maintenance of that firm’sindependence from the Company.

 

***Pre-Approval Policies and Procedures***

 

New Plan’s committee’s policy is to review andpre-approve, either pursuant to the audit committee’s Audit and Non-AuditServices Pre-Approval Policy or through a separate pre-approval by the auditcommittee, any engagement of the Company’s independent auditor to provide anyaudit or permissible non-audit service to the Company. Pursuant to the Auditand Non-Audit Services Pre-Approval Policy, which is annually reviewed andreassessed by the audit committee, a list of specific services within certaincategories of services, including audit, audit-related, tax and other services,are specifically pre-approved for the upcoming or current fiscal year, subjectto an aggregate maximum annual fee payable by the Company for each category ofpre-approved services. Any service that is not included in the approved list ofservices must be separately pre-approved by the audit committee. In addition,all audit and permissible non-audit services in excess of the pre-approved feelevel, whether or not included on the pre-approved list of services, must beseparately pre-approved by the audit committee. The audit committee hasdelegated authority to its chairman to specifically pre-approve engagements forthe performance of audit and permissible non-audit services, provided that theestimated cost for such services shall not exceed $100,000. The chairman mustreport all pre-approval decisions to the audit committee at its next scheduledmeeting and provide a description of the terms of the engagement, including (1)the type of services covered by the engagement, (2) the dates the engagement isscheduled to commence and terminate, (3) the estimated fees payable by theCompany pursuant to the engagement, (4) other material terms of the engagement,and (5) such other information as the audit committee may request.

 

**PART IV**

 

## ***Item15.***         Exhibitsand Financial Statement Schedules

## *** ***

(a)(3)  *Exhibits*.

 

Thelist of exhibits filed with this report is set forth in response to Item 15(b).The required exhibit index has been filed with the exhibits.

 

(b) *Exhibits*. The following documents are filed as exhibits tothis 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.                                                        |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *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.                                                  |
| *3.3 |   | Restated Bylaws of the  Company, effective as of February 23, 2004 (incorporating all amendments  thereto through February 23, 2004), filed as Exhibit 3.3 to the Company’s  Annual Report on Form 10-K for the year ended December 31, 2004.   |
| *4.1 |   | 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. |
| *4.2 |   | Articles Supplementary  classifying 805,000 shares of preferred stock as 7.625% Series E Cumulative  Redeemable Preferred Stock, filed as Exhibit 4.1 to the Company’s Current  Report on Form 8-K filed on April 17, 2003.                     |

 

37

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| *4.3   |   | Senior Securities  Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The  First National Bank of Boston, as Trustee, filed as Exhibit 4.2 to New Plan  Realty Trust’s Registration Statement on Form S-3, File No. 33-61383.                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *4.4   |   | First Supplemental  Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust,  New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company,  filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended September 30, 1999.                                                                                                                                  |
| *4.5   |   | 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.                                                                                                                                                         |
| *4.6   |   | Supplemental Indenture,  dated as of December 17, 2004, by and between the Company and U.S. Bank Trust  National Association (as successor to State Street Bank and Trust Company),  as Trustee, to the Indenture dated as of February 3, 1999, by and among the  Company, New Plan Realty Trust, as guarantor, and the Trustee, filed as  Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 22,  2004. |
| *4.7   |   | Senior Securities  Indenture, dated as of January 30, 2004, by and between the Company and U.S.  Bank Trust National Association, as Trustee filed as Exhibit 4.1 to the  Company’s Current Report on Form 8-K dated February 5, 2004.                                                                                                                                                                                       |
| *4.8   |   | First Supplemental  Indenture, dated as of September 19, 2006, between the Company and U.S. Bank  Trust National Association, as trustee, filed as Exhibit 4.1 to the Company’s  Current Report on Form 8-K, filed on September 19, 2006.                                                                                                                                                                                    |
| *4.9   |   | Registration Rights  Agreement, dated as of September 19, 2006, among the Company and the Initial  Purchasers named in Schedule A to the Purchase Agreement, for whom Merrill  Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and  Banc of America Securities LLC are acting as representatives, filed as  Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on September  19, 2006.   |
| *10.1  |   | 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. †                                                                                                                                                                                                                                                             |
| *10.2  |   | Amended and Restated  1993 Stock Option Plan of the Company, dated May 28, 1998, filed as Exhibit  4.1 to the Company’s Registration Statement on Form S-8, File No. 333-65223.  †                                                                                                                                                                                                                                      |
| *10.3  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Company, dated September  28, 1998, filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K/A  for the year ended December 31, 1998. †                                                                                                                                                                                                   |
| *10.4  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Company, dated February 8,  1999, filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K/A for  the year ended December 31, 1998. †                                                                                                                                                                                                     |
| *10.5  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Company, dated April 21,  1999, filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for  the year ended December 31, 1999. †                                                                                                                                                                                                         |
| *10.6  |   | Amendment to the  Amended and Restated 1993 Stock Option Plan of the Company, dated February  17, 2000, filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K  for the year ended December 31, 1999. †                                                                                                                                                                                                      |
| *10.7  |   | Amended and Restated  1994 Directors’ Stock Option Plan of the Company, dated May 10, 1996, filed  as Exhibit 10.8 to the Company’s Annual Report on Form 10-K/A for the year  ended December 31, 1998. †                                                                                                                                                                                           |
| *10.8  |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Company, dated  September 28, 1998, filed as Exhibit 10.9 to the Company’s Annual Report on  Form 10-K/A for the year ended December 31, 1998. †                                                                                                                                                                    |
| *10.9  |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Company, dated  February 17, 2000, filed as Exhibit 10.8 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 1999. †                                                                                                                                                                       |
| *10.10 |   | Amendment to the  Amended and Restated 1994 Directors’ Stock Option Plan of the Company,  effective as of May 24, 2000, filed as Exhibit 10.6 to the Company’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. †                                                                                                                                                                |

 

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| *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. †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.12 |   | 2003 Stock Incentive  Plan of the Company, as amended and restated effective July 14, 2005, filed  as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended September 30, 2005. †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| *10.13 |   | Form of Stock Option  Award pursuant to 2003 Stock Incentive Plan, filed as Exhibit 10.1 to the  Company’s Current Report on Form 8-K, dated February 18, 2005. †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| *10.14 |   | Form of Amendment to  Stock Option Awards pursuant to 2003 Stock Incentive Plan, filed as Exhibit  10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended  September 30, 2005. †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| *10.15 |   | Form of Restricted  Stock Award pursuant to 2003 Stock Incentive Plan, filed as Exhibit 10.2 to  the Company’s Current Report on Form 8-K, dated February 18, 2005. †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| *10.16 |   | Out-Performance  Compensation Plan, effective as of February 27, 2006, filed as Exhibit 10.1  to the Company’s Quarterly Report on Form 10-Q for the quarter ended March  31, 2006. †                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| *10.17 |   | Second Amended and  Restated Revolving Credit Agreement, dated as of August 25, 2006, among New  Plan Excel Realty Trust, Inc., Bank of America, N.A. and the other lenders  party thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form  8-K, filed on August 28, 2006.                                                                                                                                                                                                                                                                                                                                                                                                              |
| *10.18 |   | Second Amended and  Restated Guaranty, dated as of August 25, 2006, by and among Excel Realty  Trust—ST, Inc., CA New Plan Asset Partnership IV, L.P., CA New Plan Texas  Assets, L.P., HK New Plan Exchange Property Owner II, LP, NP of Tennessee,  L.P., HK New Plan Exchange Property Owner I, LLC, New Plan of Illinois, LLC,  New Plan of Michigan, LLC, New Plan Property Holding Company, Pointe Orlando  Development Company, New Plan Realty Trust, Excel Realty Trust-NC and Bank of  America, N.A., as administrative agent (Second Amended and Restated Revolving  Credit Agreement), filed as Exhibit 10.2 to the Company’s Current Report on  Form 8-K, filed on August 28, 2006.  |
| *10.19 |   | Second Amended and  Restated Secured Term Loan Agreement, dated as of August 25, 2006, among New  Plan Excel Realty Trust, Inc., Bank of America, N.A. and the other lenders  party thereto, filed as Exhibit 10.3 to the Company’s Current Report on Form  8-K, filed on August 28, 2006.                                                                                                                                                                                                                                                                                                                                                                                                             |
| *10.20 |   | Second Amended and  Restated Guaranty, dated as of August 25, 2006, by and among Excel Realty  Trust—ST, Inc., CA New Plan Asset Partnership IV, L.P., CA New Plan Texas  Assets, L.P., HK New Plan Exchange Property Owner II, LP, NP of Tennessee,  L.P., HK New Plan Exchange Property Owner I, LLC, New Plan of Illinois, LLC,  New Plan of Michigan, LLC, New Plan Property Holding Company, Pointe Orlando  Development Company, New Plan Realty Trust, Excel Realty Trust-NC and Bank of  America, N.A., as administrative agent (Second Amended and Restated Secured  Term Loan Agreement), filed as Exhibit 10.4 to the Company’s Current Report  on Form 8-K, filed on August 28, 2006. |
| *10.21 |   | Term Loan Agreement,  dated as of April 5, 2005, by and among the Company, Citicorp North America,  Inc., as administrative agent, and the other lenders party thereto, filed as  Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter  ended June 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                    |
| *10.22 |   | First Amendment to Term  Loan Agreement, dated as of July 13, 2005, by and among the Company, Citicorp  North America, Inc., as administrative agent, and the other lenders party  thereto, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q  for the quarter ended September 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.23 |   | Second Amendment to  Term Loan Agreement, dated as of July 19, 2005, by and among the Company,  Citicorp North America Inc., as administrative agent, and the other lenders  party thereto, filed as Exhibit 10.4 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                            |
| *10.24 |   | Second Amended and  Restated Agreement of Limited Partnership of Excel Realty Partners, L.P.,  dated as of May 19, 2003, filed as Exhibit 10.2 to the Company’s Quarterly  Report on Form 10-Q for the quarter ended June 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| *10.25 |   | First Amendment to  Second Amended and Restated Agreement of Limited Partnership of Excel Realty  Partners, L.P., dated as of December 7, 2004, filed as Exhibit 10.20 to the  Company’s                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

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|   |   | Annual Report on Form  10-K for the year ended December 31, 2004.                                                                                                                                                                                           |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.26 |   | Dividend Reinvestment  and Share Purchase Plan, included in the prospectus of the Company filed  pursuant to Rule 424(b)(3), File No. 333-65211, on April 20, 2000.                                                                                         |
| *10.27 |   | New Plan Excel Realty  Trust, Inc. Deferred Compensation Plan, amended and restated as of February  26, 2007, filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K  for the year ended December 31, 2006. †                         |
| *10.28 |   | Director Compensation  Schedule, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K,  dated February 28, 2005. †                                                                                                                   |
| *10.29 |   | 2005 Compensation  Schedule for Executive Officers, filed as Exhibit 10.1 to the Company’s  Current Report on Form 8-K, filed on March 3, 2006. †                                                                                                 |
| *10.30 |   | 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. †                                         |
| *10.31 |   | Schedule of William  Newman’s Compensation Arrangement, filed as Exhibit 10.2 to the Company’s  Current Report on Form 8-K, dated October 28, 2005. †                                                                                        |
| *10.32 |   | Demand Promissory Note,  dated July 1, 1997, made by Dean Bernstein in favor of the Company, filed as  Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended  December 31, 2002.                                                |
| *10.33 |   | Employment Agreement,  dated as of September 25, 1998, by and between the Company and Dean  Bernstein, filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K  for the year ended December 31, 2000. †                                |
| *10.34 |   | Extension Letter  concerning Employment Agreement, dated March 27, 2000, provided by the  Company to Dean Bernstein, filed as Exhibit 10.42 to the Company’s Annual  Report on Form 10-K for the year ended December 31, 2001. †                  |
| *10.35 |   | Agreement, dated May  14, 2004, by and between the Company and Dean Bernstein, filed as Exhibit  10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2004. †                                                      |
| *10.36 |   | Agreement, dated as of  May 16, 2006, by and between the Company and Dean Bernstein, filed as Exhibit  10.2 to the Company’s Current Report on Form 8-K, filed on May 17, 2006. †                                                                 |
| *10.37 |   | Demand Promissory Note,  dated June 29, 1994, made by Steven F. Siegel in favor of the Company, filed  as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year  ended December 31, 2002.                                             |
| *10.38 |   | Demand Promissory Note,  dated July 1, 1997, made by Steven F. Siegel in favor of the Company, filed  as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year  ended December 31, 2002.                                              |
| *10.39 |   | Employment Agreement,  dated as of September 25, 1998, by and between the Company and Steven F.  Siegel, filed as Exhibit 10.45 to the Company’s Annual Report on Form 10-K/A  for the year ended December 31, 1998. †                            |
| *10.40 |   | Extension Letter  concerning Employment Agreement, dated March 27, 2000, provided by the  Company to Steven F. Siegel, filed as Exhibit 10.44 to the Company’s Annual  Report on Form 10-K for the year ended December 31, 2001. † |
| *10.41 |   | Agreement, dated June  24, 2003, by and between the Company and Steven F. Siegel, filed as Exhibit  10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2003. †                                                   |
| *10.42 |   | Agreement, dated as of  May 16, 2006, by and between the Company and Steven F. Siegel, filed as  Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 17,  2006. †                                                              |
| *10.43 |   | Employment Agreement,  dated as of March 15, 2005, by and between the Company and Glenn Rufrano,  filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated  March 18, 2005. †                                                     |
| *10.44 |   | Stock Option Agreement,  dated as of February 23, 2000, by and between the Company and Glenn J.  Rufrano (relating to 460,976 options), filed as Exhibit 10.2 to the Company’s  Current Report on Form 8-K, dated March 9, 2000. †                |

 

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| *10.45 |   | Stock Option Agreement,  dated as of February 23, 2000, by and between the Company and Glenn J.  Rufrano (relating to 200,000 options), filed as Exhibit 10.4 to the Company’s  Current Report on Form 8-K, dated March 9, 2000. †                                                              |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *10.46 |   | Employment Agreement,  dated as of April 14, 2000, by and between the Company and John Roche, filed  as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the  quarter ended March 31, 2000. †                                                                                   |
| *10.47 |   | Agreement, dated as of  September 27, 2002, by and between the Company and John Roche, filed as  Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended  December 31, 2002. †                                                                                             |
| *10.48 |   | Agreement, dated as of  October 24, 2005, by and between the Company and John Roche, filed as Exhibit  10.1 to the Company’s Current Report on Form 8-K, dated October 28, 2005. †                                                                                                              |
| *10.49 |   | Employment Agreement,  dated as of September 14, 2000, by and between the Company and Leonard  Brumberg, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form  10-Q for the quarter ended September 30, 2000. †                                                                      |
| *10.50 |   | Agreement, dated  February 12, 2003, by and between the Company and Leonard Brumberg, filed as  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter  ended March 31, 2003. †                                                                                            |
| *10.51 |   | Agreement, dated as of  March 15, 2005, by and between the Company and Leonard Brumberg, filed as  Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated March 18,  2005.†                                                                                                            |
| *10.52 |   | Consulting Agreement,  dated as of May 6, 2005 (effective as of May 1, 2005), by and between the  Company and Scott MacDonald, filed as Exhibit 10.1 to the Company’s Current  Report on Form 8-K, dated May 10, 2005. †                                                                        |
| *10.53 |   | Employment Agreement,  dated as of March 15, 2005, by and between the Company and Michael Carroll,  filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated  March 18, 2005. †                                                                                                 |
| *10.54 |   | Contribution and Sale  Agreement, dated as of July 19, 2005, by and among the Company, certain of  its subsidiaries, Galileo America LLC and Galileo America, Inc., filed as  Exhibit 99.3 to the Company’s Current Report on Form 8-K, dated August 16,  2005.                                      |
| *12.1  |   | Ratio of Earnings to  Fixed Charges, filed as Exhibit 12.1 to the Company’s Annual Report on Form  10-K for the year ended December 31, 2006.                                                                                                                                                        |
| *12.2  |   | Ratio of Earnings to  Fixed Charges and Preferred Stock Dividends, filed as Exhibit 12.2 to the  Company’s Annual Report on Form 10-K for the year ended December 31, 2006.                                                                                                                          |
| *21    |   | Subsidiaries of the  Company, filed as Exhibit 21 to the Company’s Annual Report on Form 10-K for  the year ended December 31, 2006.                                                                                                                                                                 |
| *23    |   | Consent of  PricewaterhouseCoopers LLP, filed as Exhibit 23 to the Company’s Annual  Report on Form 10-K for the year ended December 31, 2006.                                                                                                                                                       |
| 31.1   |   | Certification of Chief  Executive Officer required by Rule 13a-14(a)/15d-14(a) under the  Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                                                                  |
| 31.2   |   | Certification of Chief  Financial Officer required by Rule 13a-14(a)/15d-14(a) under the  Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                                                                  |
| *32.1  |   | Certification of Chief  Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed as Exhibit 32.1 to the Company’s Annual  Report on Form 10-K for the year ended December 31, 2006. |

 

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*             Incorporatedherein by reference as above indicated.

†              Denotesa management contract or compensatory plan, contract or arrangement.

 

41

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   | Super  IntermediateCo LLC |
|--------|---------------------------|
|   | (Registrant)              |
|   |                      |
|   |                      |   |
|   |                      | By: |   |   |
|   |                      |   | Glenn  J. Rufrano |
|   |                      |   | Chief  Executive Officer and President |
|   |                      |   |   |
|   |                      |   |
|   |                      | By: |   |   |
|   |                      |   | John  B. Roche |
|   |                      |   | Chief  Financial Officer |
|   |                      |   |

 

Dated:  April 30, 2007

 

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