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                                                                    EXHIBIT 10.5


                                AMENDMENT TO THE
                             1993 STOCK OPTION PLAN
                                       OF
                        NEW PLAN EXCEL REALTY TRUST, INC.
                       (AMENDED AND RESTATED MAY 28, 1998)
                    (SUBSEQUENTLY AMENDED SEPTEMBER 28, 1998,
                       FEBRUARY 8, 1999 AND APRIL 21,1999)

         WHEREAS, New Plan Excel Realty Trust, Inc. ("Company") previously
adopted the 1993 Stock Option Plan of Excel Realty Trust, Inc. ("Plan"); and

         WHEREAS, pursuant to the Plan, the Stock Option Committee of the Board
of Directors has reserved the right to amend the Plan; and

         WHEREAS, the Executive Compensation and Stock Option Committee of the
Board of Directors of the Company serves as the Stock Option Committee of the
Plan ('Committee"); and

         WHEREAS, the Committee amended the Plan September 28, 1998, February 8,
1999 and April 21, 1999; and

         WHEREAS, the Committee desires to amend the Plan.

         NOW, THEREFORE, the Plan is hereby amended effective February 17, 2000
as follows:

         1.       The text of subsection (b) of Section 4.2 - Option Price is
deleted in its entirety, and the following is substituted therefor:

                  "For purposes of the Plan, unless the Committee determines
         otherwise, the fair market value of a share of the Company's Common
         Stock as of a given date shall be: (i) the closing price of a share of
         the Company's Common Stock on the principal exchange on which shares of
         the Company's Common Stock are then trading, if any, on the trading day
         previous to such date, or, if shares were not traded on the day
         previous to such date, then on the next preceding trading day during
         which a sale occurred; or (ii) if such Common Stock is not traded on an
         exchange but is quoted on NASDAQ or a successor quotation system, (1)
         the last sales price (if the Company's Common Stock is then listed as a
         National Market Issue under the NASD National Market System) or (2) the
         mean between the closing representative bid and asked prices (in all
         other cases) for the Company's Common Stock on the trading day previous
         to such date as reported by NASDAQ or such successor quotation system;
         or (iii) if such Common Stock is not publicly traded on an


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         exchange and not quoted on NASDAQ or a successor quotation system, the
         mean between the closing bid and asked prices for the Company's Common
         Stock, on the trading day previous to such date, as determined in good
         faith by the Committee; or (iv) if the Company's Common Stock is not
         publicly traded, the fair market value established by the Committee
         acting in good faith."

         2.       The first sentence of Section 4.5 - Consideration is deleted
in its entirety, and the following is substituted therefor:

                  "Unless otherwise determined by the Committee, the Optionee,
         in consideration of the granting of an Option, shall agree, in the
         written Stock Option Agreement, to remain in the employ of the Company
         or a Subsidiary for a period of at least one year after the Option is
         granted."

         3.       The text of subsection (b)(3) of Section 5.3 - Manner of
Exercise is deleted in its entirety, and the following is substituted therefor:

                  "With the consent of the Committee, a recourse, nonrecourse
         or limited recourse promissory note, as determined by the Committee,
         bearing interest (at no less than such rate as shall then preclude the
         imputation of interest under the Code or any successor provision) and
         payable upon such terms as may be prescribed by the Committee. The
         Committee may also prescribe the form of such note and the security to
         be given for such note. No Option may, however, be exercised by
         delivery of a promissory note or by a loan from the Company when or
         where such loan or other extension of credit is prohibited by law; or

         4.       In all other respects the Plan, as amended, shall continue in
full force and effect.

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