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                                                                   EXHIBIT 10.33



                          FELDMAN MALL PROPERTIES, INC.
                           2004 EQUITY INCENTIVE PLAN

                  Feldman Mall Properties, Inc., a Maryland corporation, wishes
to attract and retain qualified key employees, Directors, officers, advisors,
consultants and other personnel and encourage them to increase their efforts to
make the Company's business more successful whether directly or through its
Subsidiaries or other affiliates. In furtherance thereof, the Feldman Mall
Properties, Inc. 2004 Equity Incentive Plan is designed to provide equity-based
incentives to certain Eligible Persons. Awards under the Plan may be made to
Eligible Persons in the form of Options, Restricted Stock, Phantom Shares,
Dividend Equivalent Rights and other forms of equity-based compensation.

1. DEFINITIONS.

                  Whenever used herein, the following terms shall have the
meanings set forth below:

                  "Affiliate" means any entity other than a Subsidiary that is
controlled by or under common control with the Company that is designated as an
"Affiliate" by the Committee in its discretion.

                  "Award" means, except where referring to a particular category
of grant under the Plan, Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock, Phantom Shares, Dividend Equivalent Rights and other
equity-based Awards as contemplated herein.

                  "Award Agreement" means a written agreement in a form approved
by the Committee as provided in Section 3.

                  "Board" means the Board of Directors of the Company.

                  "Cause" means, unless otherwise provided in the Participant's
Award Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful
or gross neglect; (ii) the commission of a felony or a crime of moral turpitude,
dishonesty, breach of trust or unethical business conduct, or any crime
involving the Company, or any affiliate thereof; (iii) engaging in the
performance of his duties in fraud, misappropriation or embezzlement; (iv) a
material breach of the Participant's employment agreement (if any) with the
Company or its affiliates; (v) acts or omissions constituting a material failure
to perform substantially and adequately the duties assigned to the Participant;
(vi) any illegal act detrimental to the Company or its affiliates; or (vii)
repeated failure to adhere to the directions of superiors or the Board, to
adhere to the Company's written policies and practices or to devote
substantially all of Participant's business time and efforts to the Company and
its affiliates if required by Participant's employment agreement; provided,
however, that, if at any particular time the Participant is subject to an
effective employment agreement with the Company, then, in lieu of the foregoing
definition, "Cause" shall at that time have such meaning as may be specified in
such employment agreement.

                  "Change in Control" means the happening of any of the
following:

                  (i) any "person," including a "group" (as such terms are used
                  in Sections 13(d) and 14(d) of the Exchange Act, but excluding
                  the Company, any entity controlling, controlled by or under
                  common control with the Company, any trustee, fiduciary or
                  other person or entity holding securities under any employee
                  benefit plan or trust of the Company or any such entity, and
                  with respect to any particular Participant, the Participant
                  and any "group" (as such term is used in Section 13(d)(3) of
                  the Exchange Act) of which the Participant is a member, is or
                  becomes the "beneficial owner" (as defined in Rule 13(d)(3)
                  under the Exchange Act), directly or indirectly, of securities
                  of the Company representing 30% or more of either (A) the
                  combined voting power of the Company's then outstanding
                  securities or (B) the then outstanding Shares (in either such
                  case other than as a result of an acquisition of securities
                  directly from the Company); provided, however, that, in no
                  event shall a Change in Control be deemed to have occurred
                  upon an initial public offering of the Common Stock under the
                  Securities Act; or
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                  (ii) any consolidation or merger of the Company where the
                  shareholders of the Company, immediately prior to the
                  consolidation or merger, would not, immediately after the
                  consolidation or merger, beneficially own (as such term is
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, shares representing in the aggregate 50% or more
                  of the combined voting power of the securities of the
                  corporation issuing cash or securities in the consolidation or
                  merger (or of its ultimate parent corporation, if any); or

                  (iii) there shall occur (A) any sale, lease, exchange or other
                  transfer (in one transaction or a series of transactions
                  contemplated or arranged by any party as a single plan) of all
                  or substantially all of the assets of the Company, other than
                  a sale or disposition by the Company of all or substantially
                  all of the Company's assets to an entity, at least 50% of the
                  combined voting power of the voting securities of which are
                  owned by "persons" (as defined above) in substantially the
                  same proportion as their ownership of the Company immediately
                  prior to such sale or (B) the approval by shareholders of the
                  Company of any plan or proposal for the liquidation or
                  dissolution of the Company; or

                  (iv) the members of the Board at the beginning of any
                  consecutive 24-calendar-month period (the "Incumbent
                  Directors") cease for any reason other than due to death to
                  constitute at least a majority of the members of the Board;
                  provided that any director whose election, or nomination for
                  election by the Company's shareholders, was approved or
                  ratified by a vote of at least a majority of the members of
                  the Board then still in office who were members of the Board
                  at the beginning of such 24-calendar-month period, shall be
                  deemed to be an Incumbent Director.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Committee" means the Compensation Committee of the Board or
another Committee of the Board appointed in accordance with Section 3(a).

                  "Common Stock" means the Company's Common Stock, par value
$.01 per share, either currently existing or authorized hereafter.

                  "Company" means the Feldman Mall Properties, Inc., a Maryland
corporation.

                  "Director" means a non-employee director of the Company or its
Subsidiaries.

                  "Disability" means, unless otherwise provided by the Committee
in the Participant's Award Agreement, a disability which renders the Participant
incapable of performing all of his or her material duties for a period of at
least 180 consecutive or non-consecutive days during any consecutive
twelve-month period.

                  "Dividend Equivalent Right" means a right awarded under
Section 8 of the Plan to receive (or have credited) the equivalent value of
dividends paid on Common Stock.

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                  "Eligible Person" means a key employee, Director, officer,
advisor, consultant or other personnel of the Company, a Subsidiary or Affiliate
or other person expected to provide significant services (of a type expressly
approved by the Committee as covered services for these purposes) to the Company
or its Subsidiaries. The Committee may provide that Affiliates of the Company
and employees thereof may be Eligible Persons, and may make such arrangements
with the foregoing entities as it may consider appropriate, in light of tax and
other considerations, in the case of grants directly or indirectly to such
employees.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Fair Market Value" per Share as of a particular date means
(i) if Shares are then listed on a national stock exchange, the closing sales
price per Share on the exchange for the last preceding date on which there was a
sale of Shares on such exchange, as determined by the Committee, (ii) if Shares
are not then listed on a national stock exchange but are then traded on an
over-the-counter market, the average of the closing bid and asked prices for the
Shares in such over-the-counter market for the last preceding date on which
there was a sale of such Shares in such market, as determined by the Committee,
or (iii) if Shares are not then listed on a national stock exchange or traded on
an over-the-counter market, such value as the Committee in its discretion may in
good faith determine; provided that, where the Shares are so listed or traded,
the Committee may make such discretionary determinations where the Shares have
not been traded for 10 trading days.

                  "Grantee" means an Eligible Person granted Restricted Stock,
Phantom Shares, Dividend Equivalent Rights or such other equity-based Awards as
may be granted pursuant to Section 9.

                  "Incentive Stock Option" means an "incentive stock option"
within the meaning of Section 422(b) of the Code.

                  "Non-Qualified Stock Option" means an Option which is not an
Incentive Stock Option.

                  "Option" means the right to purchase, at a price and for the
term fixed by the Committee in accordance with the Plan, and subject to such
other limitations and restrictions in the Plan and the applicable Award
Agreement, a number of Shares determined by the Committee.

                  "Optionee" means an Eligible Person to whom an Option is
granted, or the Successors of the Optionee, as the context so requires.

                  "Option Price" means the price per Share, determined by the
Board or the Committee, at which an Option may be exercised.

                  "Participant" means a Grantee or Optionee.

                  "Phantom Share" means a right, pursuant to the Plan, of the
Grantee to payment of the Phantom Share Value.

                  "Phantom Share Value," per Phantom Share, means the Fair
Market Value of a Share of Common Stock, or, if so provided by the Committee,
such Fair Market Value to the extent in excess of a base value established by
the Committee at the time of grant.

                  "Plan" means the Company's 2004 Equity Incentive Plan, as set
forth herein and as the same may from time to time be amended.

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                  "Restricted Stock" means an award of Shares that are subject
to restrictions hereunder.

                  "Retirement" means, unless otherwise provided by the Committee
in the Participant's Award Agreement, the Termination of Service (other than for
Cause) of a Participant on or after the Participant's attainment of age 65 or on
or after the Participant's attainment of age 55 with five consecutive years of
service with the Company and or its Subsidiaries or its Affiliates.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Settlement Date" means the date determined under Section
7.4(c).

                  "Shares" means shares of Common Stock of the Company.

                  "Subsidiary" means any corporation (other than the Company)
that is a "subsidiary corporation" with respect to the Company under Section
424(f) of the Code. In the event the Company becomes a subsidiary of another
company, the provisions hereof applicable to subsidiaries shall, unless
otherwise determined by the Committee, also be applicable to any company that is
a "parent corporation" with respect to the Company under Section 424(e) of the
Code.

                  "Successor of the Optionee" means the legal representative of
the estate of a deceased Optionee or the person or persons who shall acquire the
right to exercise an Option by bequest or inheritance or by reason of the death
of the Optionee.

                  "Termination of Service" means a Participant's termination of
employment or other service, as applicable, with the Company, its Subsidiaries
and, as applicable, Affiliates.

2. EFFECTIVE DATE AND TERMINATION OF PLAN.

                  The effective date of the Plan is December 14, 2004. The Plan
shall terminate on, and no Award shall be granted hereunder on or after, the
10-year anniversary of the earlier of the approval of the Plan by (i) the Board
or (ii) the shareholders of the Company; provided, however, that the Board may
at any time prior to that date terminate the Plan.

3. ADMINISTRATION OF PLAN.

                  (a) The Plan shall be administered by the Committee appointed
by the Board. The Committee shall consist of at least two individuals each of
whom shall be a "nonemployee director" as defined in Rule 16b-3 as promulgated
by the Securities and Exchange Commission ("Rule 16b-3") under the Exchange Act
and shall, at such times as the Company is subject to Section 162(m) of the Code
(to the extent relief from the limitation of Section 162(m) of the Code is
sought with respect to Awards), qualify as "outside directors" for purposes of
Section 162(m) of the Code; provided that no action taken by the Committee
(including without limitation grants) shall be invalidated because any or all of
the members of the Committee fails to satisfy the foregoing requirements of this
sentence. The acts of a majority of the members present at any meeting of the
Committee at which a quorum is present, or acts approved in writing by a
majority of the entire Committee, shall be the acts of the Committee for
purposes of the Plan. If and to the extent applicable, no member of the
Committee may act as to matters under the Plan specifically relating to such
member. Notwithstanding the other foregoing provisions of this Section 3(a), any
Award under the Plan to a person who is a member of the Committee shall be made
and administered by the Board. If no Committee is designated by the Board to act
for these purposes, the Board shall have the rights and responsibilities of the
Committee hereunder and under the Award Agreements.

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                  (b) Subject to the provisions of the Plan, the Committee shall
in its discretion as reflected by the terms of the Award Agreements (i)
authorize the granting of Awards to Eligible Persons; and (ii) determine the
eligibility of Eligible Persons to receive an Award, as well as determine the
number of Shares to be covered under any Award Agreement, considering the
position and responsibilities of the Eligible Persons, the nature and value to
the Company of the Eligible Person's present and potential contribution to the
success of the Company whether directly or through its Subsidiaries and such
other factors as the Committee may deem relevant.

                  (c) The Award Agreement shall contain such other terms,
provisions and conditions not inconsistent herewith as shall be determined by
the Committee. In the event that any Award Agreement or other agreement
hereunder provides (without regard to this sentence) for the obligation of the
Company or any affiliate thereof to purchase or repurchase Shares from a
Participant or any other person, then, notwithstanding the provisions of the
Award Agreement or such other agreement, such obligation shall not apply to the
extent that the purchase or repurchase would not be permitted under governing
state law. The Participant shall take whatever additional actions and execute
whatever additional documents the Committee may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of the Plan and the Award Agreement.

4. SHARES AND UNITS SUBJECT TO THE PLAN.

                  4.1 In General.

                  (a) Subject to adjustments as provided in Section 14, (i) the
total number of Shares subject to Awards granted under the Plan, in the
aggregate, may not exceed the sum of (x) 415,970 and (y) an amount equal to 4.5%
of the amount which the Company's fully diluted Shares outstanding upon
completion of the initial public offering exceed 12.8 million Shares and, (ii)
the maximum number of Shares that may underlie Awards, other than Options, in
any one year to any Eligible Person, shall not exceed 1,000,000. Shares
distributed under the Plan may be treasury Shares or authorized but unissued
Shares. Any Shares that have been granted as Restricted Stock or that have been
reserved for distribution in payment for Options, Phantom Shares or other
equity-based Awards but are later forfeited or for any other reason are not
payable under the Plan may again be made the subject of Awards under the Plan.

                  (b) Shares subject to Dividend Equivalent Rights, other than
Dividend Equivalent Rights based directly on the dividends payable with respect
to Shares subject to Options or the dividends payable on a number of Shares
corresponding to the number of Phantom Shares awarded, shall be subject to the
limitation of Section 4.1(a). If any Phantom Shares, Dividend Equivalent Rights
or other equity-based Awards under Section 9 are paid out in cash, then,
notwithstanding the first sentence of Section 4.1(a) above (but subject to the
second sentence thereof) the underlying Shares may again be made the subject of
Awards under the Plan.

                  (c) The certificates for Shares issued hereunder may include
any legend which the Committee deems appropriate to reflect any rights of first
refusal or other restrictions on transfer hereunder or under the Award
Agreement, or as the Committee may otherwise deem appropriate.

                  (d) Unless otherwise determined by the Board, no Award may be
granted under the 2004 Equity Incentive Plan to any person who, assuming
exercise of all Options and payment of all Awards held by such person, would own
or be deemed to own more than 9.0% of the outstanding Shares; provided however
that Larry Feldman may not own or be deemed to own more than 13.5% of the
outstanding Shares.

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                  4.2 Options.

                  Subject to adjustments pursuant to Section 14, and subject to
the last sentence of Section 4.1(a), the total number of Incentive Stock Options
granted under the Plan, in the aggregate, may not exceed 415,970. Subject to
adjustments pursuant to Section 14, in no event may any Optionee receive Options
for more than 1,000,000 Shares in any one year.

5. PROVISIONS APPLICABLE TO STOCK OPTIONS.

                  5.1 Grant of Option.

                  Subject to the other terms of the Plan, the Committee shall,
in its discretion as reflected by the terms of the applicable Award Agreement:
(i) determine and designate from time to time those Eligible Persons to whom
Options are to be granted and the number of Shares to be optioned to each
Eligible Person; (ii) determine whether to grant Options intended to be
Incentive Stock Options, or to grant Non-Qualified Stock Options, or both (to
the extent that any Option does not qualify as an Incentive Stock Option, it
shall constitute a separate Non-Qualified Stock Option); provided that Incentive
Stock Options may only be granted to employees of the Company and its
Subsidiaries; (iii) determine the time or times when and the manner and
condition in which each Option shall be exercisable and the duration of the
exercise period; (iv) designate each Option as one intended to be an Incentive
Stock Option or as a Non-Qualified Stock Option; and (v) determine or impose
other conditions to the grant or exercise of Options under the Plan as it may
deem appropriate.

                  5.2 Option Price.

                  The Option Price shall be determined by the Committee on the
date the Option is granted and reflected in the Award Agreement, as the same may
be amended from time to time. Any particular Award Agreement may provide for
different Option Prices for specified amounts of Shares subject to the Option;
provided that, to the extent necessary to comply with the requirements to exempt
such Option from Section 162(m) of the Code, the Option Price shall not be less
than the Fair Market Value of the underlying Shares on the date of grant.

                  5.3 Period of Option and Vesting.

                  (a) Unless earlier expired, forfeited or otherwise terminated,
each Option shall expire in its entirety upon the 10th anniversary of the date
of grant or shall have such other term (which may be shorter, but not longer, in
the case of Incentive Stock Options) as is set forth in the applicable Award
Agreement. The Option shall also expire, be forfeited and terminate at such
times and in such circumstances as otherwise provided hereunder or under the
Award Agreement.

                  (b) Each Option, to the extent that the Optionee has not had a
Termination of Service and the Option has not otherwise lapsed, expired,
terminated or been forfeited, shall first become exercisable according to the
terms and conditions set forth in the Award Agreement, as determined by the
Committee at the time of grant. Unless otherwise provided in the Award
Agreement, no Option (or portion thereof) shall ever be exercisable if the
Optionee has a Termination of Service before the time at which such Option (or
portion thereof) would otherwise have become exercisable, and any Option that
would otherwise become exercisable after such Termination of Service shall not
become exercisable and shall be forfeited upon such termination. Notwithstanding
the foregoing provisions of this Section 5.3(b), Options exercisable pursuant to
the schedule set forth by the Committee at the time of grant may be fully or
more rapidly exercisable or otherwise vested at any time in the discretion of
the Committee. Upon and after the death of an Optionee, such Optionee's Options,
if and to the extent otherwise exercisable hereunder or under the applicable
Award Agreement after the Optionee's death, may be exercised by the Successors
of the Optionee.

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                  5.4 Exercisability Upon and After Termination of Optionee.

                  (a) Subject to provisions of the Award Agreement, in the event
the Optionee has a Termination of Service other than by the Company or its
Subsidiaries, or as applicable, an Affiliate, for Cause, or other than by reason
of death, Retirement or Disability, no exercise of an Option may occur after the
expiration of the three-month period to follow the termination, or if earlier,
the expiration of the term of the Option as provided under Section 5.3(a);
provided that, if the Optionee should die after the Termination of Service, such
termination being for a reason other than Disability or Retirement, but while
the Option is still in effect, the Option (if and to the extent otherwise
exercisable by the Optionee at the time of death) may be exercised until the
earlier of (i) one year from the date of the Termination of Service of the
Optionee, or (ii) the date on which the term of the Option expires in accordance
with Section 5.3(a).

                  (b) Subject to provisions of the Award Agreement, in the event
the Optionee has a Termination of Service on account of death, Disability or
Retirement, the Option (whether or not otherwise exercisable) may be exercised
until the earlier of (i) one year from the date of the Termination of Service of
the Optionee, or (ii) the date on which the term of the Option expires in
accordance with Section 5.3.

                  (c) Notwithstanding any other provision hereof, unless
otherwise provided in the Award Agreement, if the Optionee has a Termination of
Service by the Company, a Subsidiary or Affiliate for Cause, the Optionee's
Options, to the extent then unexercised, shall thereupon cease to be exercisable
and shall be forfeited forthwith.

                  5.5 Exercise of Options.

                  (a) Subject to vesting, restrictions on exercisability and
other restrictions provided for hereunder or otherwise imposed in accordance
herewith, an Option may be exercised, and payment in full of the aggregate
Option Price made, by an Optionee only by written notice (in the form prescribed
by the Committee) to the Company or its designee specifying the number of Shares
to be purchased.

                  (b) Without limiting the scope of the Committee's discretion
hereunder, the Committee may impose such other restrictions on the exercise of
Incentive Stock Options (whether or not in the nature of the foregoing
restrictions) as it may deem necessary or appropriate.

                  5.6 Payment.

                  (a) The aggregate Option Price shall be paid in full upon the
exercise of the Option. Payment must be made by one of the following methods:

                           (i) a certified or bank cashier's check;

                           (ii) subject to Section 12(e), the proceeds of a
                           Company loan program or third-party sale program or a
                           notice acceptable to the Committee given as
                           consideration under such a program, in each case if
                           permitted by the Committee in its discretion, if such
                           a program has been established and the Optionee is
                           eligible to participate therein;

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                           (iii) if approved by the Committee in its discretion,
                           Shares of previously owned Common Stock, which have
                           been previously owned for more than six months,
                           having an aggregate Fair Market Value on the date of
                           exercise equal to the aggregate Option Price; or

                           (iv) by any combination of such methods of payment or
                           any other method acceptable to the Committee in its
                           discretion.

                  (b) Except in the case of Options exercised by certified or
bank cashier's check, the Committee may impose limitations and prohibitions on
the exercise of Options as it deems appropriate, including, without limitation,
any limitation or prohibition designed to avoid accounting consequences which
may result from the use of Common Stock as payment upon exercise of an Option.

                  (c) The Committee may provide that no Option may be exercised
with respect to any fractional Share. Any fractional Shares resulting from an
Optionee's exercise that is accepted by the Company shall in the discretion of
the Committee be paid in cash.

                  5.7 Stock Appreciation Rights.

                  The Committee, in its discretion, may also permit the Optionee
to elect to receive upon the exercise of an Option a combination of Shares and
cash, or, in the discretion of the Committee, either Shares or cash, with an
aggregate Fair Market Value (or, to the extent of payment in cash, in an amount)
equal to the excess of the Fair Market Value of the Shares with respect to which
the Option is being exercised over the aggregate Option Price, as determined as
of the day the Option is exercised.

                  5.8 Exercise by Successors.

                  An Option may be exercised, and payment in full of the
aggregate Option Price made, by the Successors of the Optionee only by written
notice (in the form prescribed by the Committee) to the Company specifying the
number of Shares to be purchased. Such notice shall state that the aggregate
Option Price will be paid in full, or that the Option will be exercised as
otherwise provided hereunder, in the discretion of the Company or the Committee,
if and as applicable.

                  5.9 Nontransferability of Option.

                  Except if provided in the applicable Award Agreement, each
Option granted under the Plan shall be nontransferable by the Optionee except by
will or the laws of descent and distribution of the state wherein the Optionee
is domiciled at the time of his death; provided, however, that the Committee may
(but need not) permit other transfers, where the Committee concludes that such
transferability (i) does not result in accelerated U.S. federal income taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to fail
to be described in Section 422(b) of the Code, and (iii) is otherwise
appropriate and desirable.

                  5.10 Deferral.

                  The Committee may establish a program under which Participants
will have Phantom Shares subject to Section 7 credited upon their exercise of
Options, rather than receiving Shares at that time.

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                  5.11 Certain Incentive Stock Option Provisions.

                  (a) The aggregate Fair Market Value, determined as of the date
an Option is granted, of the Common Stock for which any Optionee may be awarded
Incentive Stock Options which are first exercisable by the Optionee during any
calendar year under the Plan (or any other stock option plan required to be
taken into account under Section 422(d) of the Code) shall not exceed $100,000.
To the extent the $100,000 limit referred to in the preceding sentence is
exceeded, a Stock Option will be treated as a Non-Qualified Stock Option.

                  (b) If Shares acquired upon exercise of an Incentive Stock
Option are disposed of in a disqualifying disposition within the meaning of
Section 422 of the Code by an Optionee prior to the expiration of either two
years from the date of grant of such Option or one year from the transfer of
Shares to the Optionee pursuant to the exercise of such Option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code, such
Optionee shall notify the Company in writing as soon as practicable thereafter
of the date and terms of such disposition and, if the Company (or any affiliate
thereof) thereupon has a tax-withholding obligation, shall pay to the Company
(or such affiliate) an amount equal to any withholding tax the Company (or
affiliate) is required to pay as a result of the disqualifying disposition.

                  (c) The Option Price with respect to each Incentive Stock
Option shall not be less than 100%, or 110% in the case of an individual
described in Section 422(b)(6) of the Code (relating to certain 10% owners), of
the Fair Market Value of a Share on the day the Option is granted. In the case
of an individual described in Section 422(b)(6) of the Code who is granted an
Incentive Stock Option, the term of such Option shall be no more than five years
from the date of grant.

6. PROVISIONS APPLICABLE TO RESTRICTED STOCK.

                  6.1 Grant of Restricted Stock.

                  (a) In connection with the grant of Restricted Stock, whether
or not performance goals (as provided for under Section 10) apply thereto, the
Committee shall establish one or more vesting periods with respect to the shares
of Restricted Stock granted, the length of which shall be determined in the
discretion of the Committee. Subject to the provisions of this Section 6, the
applicable Award Agreement and the other provisions of the Plan, restrictions on
Restricted Stock shall lapse if the Grantee satisfies all applicable employment
or other service requirements through the end of the applicable vesting period.

                  (b) Subject to the other terms of the Plan, the Committee may,
in its discretion as reflected by the terms of the applicable Award Agreement:
(i) authorize the granting of Restricted Stock to Eligible Persons; (ii) provide
a specified purchase price for the Restricted Stock (whether or not the payment
of a purchase price is required by any state law applicable to the Company);
(iii) determine the restrictions applicable to Restricted Stock and (iv)
determine or impose other conditions, including any applicable performance
goals, to the grant of Restricted Stock under the Plan as it may deem
appropriate.

                  6.2 Certificates.

                  (a) Unless otherwise provided by the Committee, each Grantee
of Restricted Stock shall be issued a stock certificate in respect of Shares of
Restricted Stock awarded under the Plan. Each such certificate shall be
registered in the name of the Grantee. Without limiting the generality of
Section 4.1(c), the certificates for Shares of Restricted Stock issued hereunder
may include any legend which the Committee deems appropriate to reflect any
restrictions on transfer hereunder or under the Award Agreement, or as the
Committee may otherwise deem appropriate, and, without limiting the generality
of the foregoing, shall bear a legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following form:

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                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
                  STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
                  CONDITIONS (INCLUDING FORFEITURE) OF THE FELDMAN MALL
                  PROPERTIES, INC. 2004 EQUITY INCENTIVE PLAN AND AN AWARD
                  AGREEMENT APPLICABLE TO THE GRANT OF THE SHARES REPRESENTED BY
                  THIS CERTIFICATE. COPIES OF SUCH PLAN AND AWARD AGREEMENTS ARE
                  ON FILE IN THE OFFICES OF FELDMAN MALL PROPERTIES, INC., AT
                  3225 NORTH CENTRAL AVENUE, SUITE 1205, PHOENIX, ARIZONA 85012.

                  (b) The Committee shall require that any stock certificates
evidencing such Shares be held in custody by the Company until the restrictions
hereunder shall have lapsed, and that, as a condition of any Award of Restricted
Stock, the Grantee shall have delivered a stock power, endorsed in blank,
relating to the stock covered by such Award. If and when such restrictions so
lapse, the stock certificates shall be delivered by the Company to the Grantee
or his or her designee as provided in Section 6.3 (and the stock power shall be
so delivered or shall be discarded).

                  6.3 Restrictions and Conditions.

                  Unless otherwise provided by the Committee, the Shares of
Restricted Stock awarded pursuant to the Plan shall be subject to the following
restrictions and conditions:

                           (i) Subject to the provisions of the Plan and the
                           Award Agreements, during a period commencing with the
                           date of such Award and ending on the date the period
                           of forfeiture with respect to such Shares lapses, the
                           Grantee shall not be permitted voluntarily or
                           involuntarily to sell, transfer, pledge, anticipate,
                           alienate, encumber or assign Shares of Restricted
                           Stock awarded under the Plan (or have such Shares
                           attached or garnished). Subject to the provisions of
                           the Award Agreements and clauses (iii) and (iv)
                           below, the period of forfeiture with respect to
                           Shares granted hereunder shall lapse as provided in
                           the applicable Award Agreement. Notwithstanding the
                           foregoing, unless otherwise expressly provided by the
                           Committee, the period of forfeiture with respect to
                           such Shares shall only lapse as to whole Shares.

                           (ii) Except as provided in the foregoing clause (i),
                           below in this clause (ii), in Section 14, or as
                           otherwise provided in the applicable Award Agreement,
                           the Grantee shall have, in respect of the Shares of
                           Restricted Stock, all of the rights of a shareholder
                           of the Company, including the right to vote the
                           Shares, and, except as provided below, the right to
                           receive any cash dividends; provided, however that
                           cash dividends on such Shares shall, unless otherwise
                           provided by the Committee, be held by the Company
                           (unsegregated as a part of its general assets) until
                           the period of forfeiture lapses (and forfeited if the
                           underlying Shares are forfeited), and paid over to
                           the Grantee as soon as practicable after such period
                           lapses (if not forfeited), or alternatively may
                           provide for other treatment of such dividends
                           (including without limitation the crediting of
                           Phantom Shares in respect of dividends or other
                           deferral provisions). Certificates for Shares (not
                           subject to restrictions hereunder) shall be delivered
                           to the Grantee or his or her designee promptly after,
                           and only after, the period of forfeiture shall lapse
                           without forfeiture in respect of such Shares of
                           Restricted Stock.

                                       10
<PAGE>

                           (iii) Except if otherwise provided in the applicable
                           Award Agreement, and subject to clause (iv) below, if
                           the Grantee has a Termination of Service by the
                           Company and its Subsidiaries for Cause, or by the
                           Grantee for any reason, during the applicable period
                           of forfeiture, then (A) all Shares still subject to
                           restriction shall thereupon, and with no further
                           action, be forfeited by the Grantee, and (B) the
                           Company shall pay to the Grantee as soon as
                           practicable (and in no event more than 30 days) after
                           such termination an amount equal to the lesser of (x)
                           the amount paid by the Grantee for such forfeited
                           Restricted Stock as contemplated by Section 6.1, and
                           (y) the Fair Market Value on the date of termination
                           of the forfeited Restricted Stock.

                           (iv) Subject to the provisions of the Award
                           Agreement, in the event the Grantee has a Termination
                           of Service on account of death or Disability, or the
                           Grantee has a Termination of Service by the Company
                           and its Subsidiaries for any reason other than Cause,
                           or in the event of a Change in Control (regardless of
                           whether a termination follows thereafter), during the
                           applicable period of forfeiture, then restrictions
                           under the Plan will immediately lapse on all
                           Restricted Stock granted to the applicable Grantee.

7. PROVISIONS APPLICABLE TO PHANTOM SHARES.

                  7.1 Grant of Phantom Shares.

                  Subject to the other terms of the Plan, the Committee shall,
in its discretion as reflected by the terms of the applicable Award Agreement:
(i) authorize the granting of Phantom Shares to Eligible Persons and (ii)
determine or impose other conditions to the grant of Phantom Shares under the
Plan as it may deem appropriate.

                  7.2 Term.

                  The Committee may provide in an Award Agreement that any
particular Phantom Share shall expire at the end of a specified term.

                  7.3 Vesting.

                  Phantom Shares shall vest as provided in the applicable Award
Agreement.

                  7.4 Settlement of Phantom Shares.

                  (a) Each vested and outstanding Phantom Share shall be settled
by the transfer to the Grantee of one Share; provided that, the Committee at the
time of grant may provide that a Phantom Share may be settled (i) in cash at the
applicable Phantom Share Value, (ii) in cash or by transfer of Shares as elected
by the Grantee in accordance with procedures established by the Committee or
(iii) in cash or by transfer of Shares as elected by the Company.

                  (b) Phantom Shares shall be settled with a single-sum payment
by the Company; provided that, with respect to Phantom Shares of a Grantee which
have a common Settlement Date, the Committee may permit the Grantee to elect in
accordance with procedures established by the Committee to receive installment
payments over a period not to exceed 10 years.

                                       11
<PAGE>

                  (c) (i) Unless otherwise provided in the applicable Award
Agreement, the "Settlement Date" with respect to a Phantom Share is the first
day of the month to follow the date on which the Phantom Share vests; provided
that, if permitted by the Committee, a Grantee may elect, in accordance with
rules and procedures to be established by the Committee, that such Settlement
Date will be deferred as elected by the Grantee to the first day of the month to
follow the Grantee's Termination of Service, or such other time as may be
permitted by the Committee. Unless otherwise determined by the Committee,
elections under this Section 7.4(c)(i) must be made at least six months before,
and in the year prior to the year in which, the Settlement Date would occur in
the absence of such election.

                  (ii) Notwithstanding Section 7.4(c)(i), the Committee may
provide that distributions of Phantom Shares can be elected at any time in those
cases in which the Phantom Share Value is determined by reference to Fair Market
Value to the extent in excess of a base value, rather than by reference to
unreduced Fair Market Value.

                  (iii) Notwithstanding the foregoing, the Settlement Date, if
not earlier pursuant to this Section 7.4(c), is the date of the Grantee's death.

                  (d) Notwithstanding the other provisions of this Section 7, in
the event of a Change in Control, the Settlement Date shall be the date of such
Change in Control and all amounts due with respect to Phantom Shares to a
Grantee hereunder shall be paid as soon as practicable (but in no event more
than 30 days) after such Change in Control, unless such Grantee elects otherwise
in accordance with procedures established by the Committee.

                  (e) Notwithstanding any other provision of the Plan, a Grantee
may receive any amounts to be paid in installments as provided in Section 7.4(b)
or deferred by the Grantee as provided in Section 7.4(c) in the event of an
"Unforeseeable Emergency." For these purposes, an "Unforeseeable Emergency," as
determined by the Committee in its sole discretion, is a severe financial
hardship to the Grantee resulting from a sudden and unexpected illness or
accident of the Grantee or "dependent," as defined in Section 152(a) of the
Code, of the Grantee, loss of the Grantee's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Grantee. The circumstances that will constitute
an Unforeseeable Emergency will depend upon the facts of each case, but, in any
case, payment may not be made to the extent that such hardship is or may be
relieved:

                  (i) through reimbursement or compensation by insurance or
                  otherwise,

                  (ii) by liquidation of the Grantee's assets, to the extent the
                  liquidation of such assets would not itself cause severe
                  financial hardship, or

                  (iii) by future cessation of the making of additional
                  deferrals under Section 7.4 (b) and (c).

Without limitation, the need to send a Grantee's child to college or the desire
to purchase a home shall not constitute an Unforeseeable Emergency.
Distributions of amounts because of an Unforeseeable Emergency shall be
permitted to the extent reasonably needed to satisfy the emergency need.

                                       12
<PAGE>

                  7.5 Other Phantom Share Provisions.

                  (a) Rights to payments with respect to Phantom Shares granted
under the Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, levy,
execution, or other legal or equitable process, either voluntary or involuntary;
and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, attach or garnish, or levy or execute on any right to payments or
other benefits payable hereunder, shall be void.

                  (b) A Grantee may designate in writing, on forms to be
prescribed by the Committee, a beneficiary or beneficiaries to receive any
payments payable after his or her death and may amend or revoke such designation
at any time. If no beneficiary designation is in effect at the time of a
Grantee's death, payments hereunder shall be made to the Grantee's estate. If a
Grantee with a vested Phantom Share dies, such Phantom Share shall be settled
and the Phantom Share Value in respect of such Phantom Shares paid, and any
payments deferred pursuant to an election under Section 7.4(c) shall be
accelerated and paid, as soon as practicable (but no later than 60 days) after
the date of death to such Grantee's beneficiary or estate, as applicable.

                  (c) The Committee may establish a program under which
distributions with respect to Phantom Shares may be deferred for periods in
addition to those otherwise contemplated by foregoing provisions of this Section
7. Such program may include, without limitation, provisions for the crediting of
earnings and losses on unpaid amounts, and, if permitted by the Committee,
provisions under which Participants may select from among hypothetical
investment alternatives for such deferred amounts in accordance with procedures
established by the Committee.

                  (d) Notwithstanding any other provision of this Section 7, any
fractional Phantom Share will be paid out in cash at the Phantom Share Value as
of the Settlement Date.

                  (e) No Phantom Share shall be construed to give any Grantee
any rights with respect to Shares or any ownership interest in the Company.
Except as may be provided in accordance with Section 8, no provision of the Plan
shall be interpreted to confer upon any Grantee any voting, dividend or
derivative or other similar rights with respect to any Phantom Share.

                  7.6 Claims Procedures.

                  (a) To the extent that the Plan is determined by the Committee
to be subject to the Employee Retirement Income Security Act of 1974, as
amended, the Grantee, or his beneficiary hereunder or authorized representative,
may file a claim for payments with respect to Phantom Shares under the Plan by
written communication to the Committee or its designee. A claim is not
considered filed until such communication is actually received. Within 90 days
(or, if special circumstances require an extension of time for processing, 180
days, in which case notice of such special circumstances should be provided
within the initial 90-day period) after the filing of the claim, the Committee
will either:

                           (i) approve the claim and take appropriate steps for
                           satisfaction of the claim; or

                           (ii) if the claim is wholly or partially denied,
                           advise the claimant of such denial by furnishing to
                           him a written notice of such denial setting forth (A)
                           the specific reason or reasons for the denial; (B)
                           specific reference to pertinent provisions of the
                           Plan on which the denial is based and, if the denial
                           is based in whole or in part on any rule of
                           construction or interpretation adopted by the
                           Committee, a reference to such rule, a copy of which
                           shall be provided to the claimant; (C) a description
                           of any additional material or information necessary
                           for the claimant to perfect the claim and an
                           explanation of the reasons why such material or
                           information is necessary; and (D) a reference to this
                           Section 7.6 as the provision setting forth the claims
                           procedure under the Plan.

                                       13
<PAGE>

                  (b) The claimant may request a review of any denial of his
claim by written application to the Committee within 60 days after receipt of
the notice of denial of such claim. Within 60 days (or, if special circumstances
require an extension of time for processing, 120 days, in which case notice of
such special circumstances should be provided within the initial 60-day period)
after receipt of written application for review, the Committee will provide the
claimant with its decision in writing, including, if the claimant's claim is not
approved, specific reasons for the decision and specific references to the Plan
provisions on which the decision is based.

8. PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.

                  8.1 Grant of Dividend Equivalent Rights.

                  Subject to the other terms of the Plan, the Committee shall,
in its discretion as reflected by the terms of the Award Agreements, authorize
the granting of Dividend Equivalent Rights to Eligible Persons based on the
regular cash dividends declared on Common Stock, to be credited as of the
dividend payment dates, during the period between the date an Award is granted,
and the date such Award is exercised, vests or expires, as determined by the
Committee. Such Dividend Equivalent Rights shall be converted to cash or
additional Shares by such formula and at such time and subject to such
limitation as may be determined by the Committee. With respect to Dividend
Equivalent Rights granted with respect to Options intended to be qualified
performance-based compensation for purposes of Section 162(m) of the Code, such
Dividend Equivalent Rights shall be payable regardless of whether such Option is
exercised. If a Dividend Equivalent Right is granted in respect of another Award
hereunder, then, unless otherwise stated in the Award Agreement, in no event
shall the Dividend Equivalent Right be in effect for a period beyond the time
during which the applicable portion of the underlying Award is in effect.

                  8.2 Certain Terms.

                  (a) The term of a Dividend Equivalent Right shall be set by
the Committee in its discretion.

                  (b) Unless otherwise determined by the Committee, except as
contemplated by Section 8.4, a Dividend Equivalent Right is exercisable or
payable only while the Participant is an Eligible Person.

                  (c) Payment of the amount determined in accordance with
Section 8.1 shall be in cash, in Common Stock or a combination of the both, as
determined by the Committee.

                  (d) The Committee may impose such employment-related
conditions on the grant of a Dividend Equivalent Right as it deems appropriate
in its discretion.

                  8.3 Other Types of Dividend Equivalent Rights.

                  The Committee may establish a program under which Dividend
Equivalent Rights of a type whether or not described in the foregoing provisions
of this Section 8 may be granted to Participants. For example, and without
limitation, the Committee may grant a dividend equivalent right in respect of
each Share subject to an Option or with respect to a Phantom Share, which right
would consist of the right (subject to Section 8.4) to receive a cash payment in
an amount equal to the dividend distributions paid on a Share from time to time.

                                       14
<PAGE>

                  8.4 Deferral.

                  The Committee may establish a program under which Participants
(i) will have Phantom Shares credited, subject to the terms of Sections 7.4 and
7.5 as though directly applicable with respect thereto, upon the granting of
Dividend Equivalent Rights, or (ii) will have payments with respect to Dividend
Equivalent Rights deferred. In the case of the foregoing clause (ii), such
program may include, without limitation, provisions for the crediting of
earnings and losses on unpaid amounts, and, if permitted by the Committee,
provisions under which Participants may select from among hypothetical
investment alternatives for such deferred amounts in accordance with procedures
established by the Committee.

9. OTHER EQUITY-BASED AWARDS.

                  The Committee shall have the right (i) to grant other Awards
based upon the Common Stock having such terms and conditions as the Committee
may determine, including, without limitation, the grant of shares based upon
certain conditions, the grant of securities convertible into Common Stock and
the grant of stock appreciation rights and (ii) to grant interests (which may be
expressed as units or otherwise) in Feldman Equities Operating Partnership L.P.

10. PERFORMANCE GOALS.

                  The Committee, in its discretion, (i) may establish one or
more performance goals as a precondition to the issuance or vesting of Awards,
and (ii) provide, in connection with the establishment of the performance goals,
for predetermined Awards to those Participants (who continue to meet all
applicable eligibility requirements) with respect to whom the applicable
performance goals are satisfied.

11. TAX WITHHOLDING.

                  11.1 In General.

                  The Company shall be entitled to withhold from any payments or
deemed payments any amount of tax withholding determined by the Committee to be
required by law. Without limiting the generality of the foregoing, the Committee
may, in its discretion, require the Participant to pay to the Company at such
time as the Committee determines the amount that the Committee deems necessary
to satisfy the Company's obligation to withhold federal, state or local income
or other taxes incurred by reason of (i) the exercise of any Option, (ii) the
lapsing of any restrictions applicable to any Restricted Stock, (iii) the
receipt of a distribution in respect of Phantom Shares or Dividend Equivalent
Rights or (iv) any other applicable income-recognition event (for example, an
election under Section 83(b) of the Code).

                  11.2 Share Withholding.

                  (a) Upon exercise of an Option, the Optionee may, if approved
by the Committee in its discretion, make a written election to have Shares then
issued withheld by the Company from the Shares otherwise to be received, or to
deliver previously owned Shares, in order to satisfy the liability for such
withholding taxes. In the event that the Optionee makes, and the Committee
permits, such an election, the number of Shares so withheld or delivered shall
have an aggregate Fair Market Value on the date of exercise sufficient to
satisfy the minimum applicable withholding taxes. Where the exercise of an
Option does not give rise to an obligation by the Company to withhold federal,
state or local income or other taxes on the date of exercise, but may give rise
to such an obligation in the future, the Committee may, in its discretion, make
such arrangements and impose such requirements as it deems necessary or
appropriate.

                                       15
<PAGE>

                  (b) Upon lapsing of restrictions on Restricted Stock (or other
income-recognition event), the Grantee may, if approved by the Committee in its
discretion, make a written election to have Shares withheld by the Company from
the Shares otherwise to be released from restriction, or to deliver previously
owned Shares (not subject to restrictions hereunder), in order to satisfy the
liability for such withholding taxes. In the event that the Grantee makes, and
the Committee permits, such an election, the number of Shares so withheld or
delivered shall have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.

                  (c) Upon the making of a distribution in respect of Phantom
Shares or Dividend Equivalent Rights, the Grantee may, if approved by the
Committee in its discretion, make a written election to have amounts (which may
include Shares) withheld by the Company from the distribution otherwise to be
made, or to deliver previously owned Shares (not subject to restrictions
hereunder), in order to satisfy the liability for such withholding taxes. In the
event that the Grantee makes, and the Committee permits, such an election, any
Shares so withheld or delivered shall have an aggregate Fair Market Value on the
date of exercise sufficient to satisfy the applicable withholding taxes.

                  11.3 Withholding Required.

                  Notwithstanding anything contained in the Plan or the Award
Agreement to the contrary, the Participant's satisfaction of any tax-withholding
requirements imposed by the Committee shall be a condition precedent to the
Company's obligation as may otherwise be provided hereunder to provide Shares to
the Participant and to the release of any restrictions as may otherwise be
provided hereunder, as applicable; and the applicable Option, Restricted Stock,
Phantom Shares or Dividend Equivalent Rights shall be forfeited upon the failure
of the Participant to satisfy such requirements with respect to, as applicable,
(i) the exercise of the Option, (ii) the lapsing of restrictions on the
Restricted Stock (or other income-recognition event) or (iii) distributions in
respect of any Phantom Share or Dividend Equivalent Right.

12. REGULATIONS AND APPROVALS.

                  (a) The obligation of the Company to sell Shares with respect
to an Award granted under the Plan shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Committee.

                  (b) The Committee may make such changes to the Plan as may be
necessary or appropriate to comply with the rules and regulations of any
government authority or to obtain tax benefits applicable to an Award.

                  (c) Each grant of Options, Restricted Stock, Phantom Shares
(or issuance of Shares in respect thereof) or Dividend Equivalent Rights (or
issuance of Shares in respect thereof), or other Award under Section 9 (or
issuance of Shares in respect thereof), is subject to the requirement that, if
at any time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance of Options,
Shares of Restricted Stock, Phantom Shares, Dividend Equivalent Rights, other
Awards or other Shares, no payment shall be made, or Phantom Shares or Shares
issued or grant of Restricted Stock or other Award made, in whole or in part,
unless listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions in a manner acceptable to the
Committee.

                                       16
<PAGE>

                  (d) In the event that the disposition of stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act, and is not otherwise exempt from such registration,
such Shares shall be restricted against transfer to the extent required under
the Securities Act, and the Committee may require any individual receiving
Shares pursuant to the Plan, as a condition precedent to receipt of such Shares,
to represent to the Company in writing that such Shares are acquired for
investment only and not with a view to distribution and that such Shares will be
disposed of only if registered for sale under the Securities Act or if there is
an available exemption for such disposition.

                  (e) Notwithstanding any other provision of the Plan, the
Company shall not be required to take or permit any action under the Plan or any
Award Agreement which, in the good-faith determination of the Company, would
result in a material risk of a violation by the Company of Section 13(k) of the
Exchange Act.

13. INTERPRETATION AND AMENDMENTS; OTHER RULES.

                  The Committee may make such rules and regulations and
establish such procedures for the administration of the Plan as it deems
appropriate. Without limiting the generality of the foregoing, the Committee may
(i) determine the extent, if any, to which Options, Phantom Shares or Shares
(whether or not Shares of Restricted Stock) or Dividend Equivalent Rights shall
be forfeited (whether or not such forfeiture is expressly contemplated
hereunder); (ii) interpret the Plan and the Award Agreements hereunder, with
such interpretations to be conclusive and binding on all persons and otherwise
accorded the maximum deference permitted by law; and (iii) take any other
actions and make any other determinations or decisions that it deems necessary
or appropriate in connection with the Plan or the administration or
interpretation thereof. In the event of any dispute or disagreement as to the
interpretation of the Plan or of any rule, regulation or procedure, or as to any
question, right or obligation arising from or related to the Plan, the decision
of the Committee shall be final and binding upon all persons. Unless otherwise
expressly provided hereunder, the Committee, with respect to any grant, may
exercise its discretion hereunder at the time of the Award or thereafter. No
action which is otherwise permitted under or in connection with the Plan shall
be prohibited hereunder merely because it constitutes a repricing of an Award,
and, in furtherance of the foregoing, the Committee is expressly authorized and
empowered, without limitation, to effect repricings that are consistent with the
terms of the Plan. The Board may amend the Plan as it shall deem advisable,
except that no amendment may adversely affect a Participant with respect to an
Award previously granted unless such amendments are required in order to comply
with applicable laws; provided, however, that the Plan may not be amended
without shareholder approval in any case in which amendment in the absence of
shareholder approval would cause the Plan to fail to comply with any applicable
legal requirement or applicable exchange or similar rule.

14. CHANGES IN CAPITAL STRUCTURE.

                  (a) If (i) the Company or its Subsidiaries shall at any time
be involved in a merger, consolidation, dissolution, liquidation,
reorganization, exchange of shares, sale of all or substantially all of the
assets or stock of the Company or its Subsidiaries or a transaction similar
thereto, (ii) any stock dividend, stock split, reverse stock split, stock
combination, reclassification, recapitalization or other similar change in the
capital structure of the Company or its Subsidiaries, or any distribution to
holders of Common Stock other than cash dividends, shall occur or (iii) any
other event shall occur which in the judgment of the Committee necessitates
action by way of adjusting the terms of the outstanding Awards, then:

                                       17
<PAGE>

                  (x) the maximum aggregate number and kind of Shares which may
                  be made subject to Options and Dividend Equivalent Rights
                  under the Plan, the maximum aggregate number and kind of
                  Shares of Restricted Stock that may be granted under the Plan,
                  the maximum aggregate number of Phantom Shares and other
                  Awards which may be granted under the Plan may be
                  appropriately adjusted by the Committee in its discretion; and

                  (y) the Committee may take any such action as in its
                  discretion shall be necessary to maintain each Participants'
                  rights hereunder (including under their Award Agreements) with
                  respect to Options, Phantom Shares, and Dividend Equivalent
                  Rights (and, as appropriate, other Awards under the Plan), so
                  that they are substantially proportionate to the rights
                  existing in such Options, Phantom Shares and Dividend
                  Equivalent Rights (and other Awards under the Plan) prior to
                  such event, including, without limitation, adjustments in (A)
                  the number of Options, Phantom Shares and Dividend Equivalent
                  Rights (and other Awards under the Plan) granted, (B) the
                  number and kind of shares or other property to be distributed
                  in respect of Options, Phantom Shares and Dividend Equivalent
                  Rights (and other Awards under the Plan, as applicable), (C)
                  the Option Price and Phantom Share Value, and (D)
                  performance-based criteria established in connection with
                  Awards; provided that, in the discretion of the Committee, the
                  foregoing clause (D) may also be applied in the case of any
                  event relating to a Subsidiary if the event would have been
                  covered under this Section 14(a) had the event related to the
                  Company.

To the extent that such action shall include an increase or decrease in the
number of Shares (or units of other property then available) subject to all
outstanding Awards, the number of Shares (or units) available under Section 4
shall be increased or decreased, as the case may be, proportionately, as may be
determined by the Committee in its discretion.

                  (b) Any Shares or other securities distributed to a Grantee
with respect to Restricted Stock or otherwise issued in substitution of
Restricted Stock shall be subject to the restrictions and requirements imposed
by Section 6, including depositing the certificates therefor with the Company
together with a stock power and bearing a legend as provided in Section 6.2(a).

                  (c) If the Company shall be consolidated or merged with
another corporation or other entity, each Grantee who has received Restricted
Stock that is then subject to restrictions imposed by Section 6.3 may be
required to deposit with the successor corporation the certificates, if any, for
the stock or securities or the other property that the Grantee is entitled to
receive by reason of ownership of Restricted Stock in a manner consistent with
Section 6.2(b), and such stock, securities or other property shall become
subject to the restrictions and requirements imposed by Section 6.3, and the
certificates therefor or other evidence thereof shall bear a legend similar in
form and substance to the legend set forth in Section 6.2(a).

                  (d) If a Change in Control shall occur, then subject to the
provisions of the Plan, the Committee may make such adjustments to Awards as it,
in its discretion, determines are necessary or appropriate in light of the
Change in Control which adjustments may include, but are not limited to, the
substitution of stock other than stock of the Company as the stock optioned
hereunder, and the acceleration of the exercisability of the Options, provided
that the Committee determines that such adjustments do not have an adverse
economic impact on the Participant as determined at the time of the adjustments.

                                       18
<PAGE>

                  (e) The judgment of the Committee with respect to any matter
referred to in this Section 14 shall be conclusive and binding upon each
Participant without the need for any amendment to the Plan.

15. MISCELLANEOUS.

                  15.1 No Rights to Employment or Other Service.

                  Nothing in the Plan or in any grant made pursuant to the Plan
shall confer on any individual any right to continue in the employ or other
service of the Company or its Subsidiaries or interfere in any way with the
right of the Company or its Subsidiaries and its shareholders to terminate the
individual's employment or other service at any time.

                  15.2 Right of First Refusal; Right of Repurchase.

                  At the time of grant, the Committee may provide in connection
with any grant made under the Plan that Shares received hereunder shall be
subject to a right of first refusal pursuant to which the Company shall be
entitled to purchase such Shares in the event of a prospective sale of the
Shares, subject to such terms and conditions as the Committee may specify at the
time of grant or (if permitted by the Award Agreement) thereafter, and to a
right of repurchase, pursuant to which the Company shall be entitled to purchase
such Shares at a price determined by, or under a formula set by, the Committee
at the time of grant or (if permitted by the Award Agreement) thereafter.

                  15.3 No Fiduciary Relationship.

                  Nothing contained in the Plan (including without limitation
Sections 7.5(c) and 8.4, and no action taken pursuant to the provisions of the
Plan, shall create or shall be construed to create a trust of any kind, or a
fiduciary relationship between the Company or its Subsidiaries, or their
officers or the Committee, on the one hand, and the Participant, the Company,
its Subsidiaries or any other person or entity, on the other.

                  15.4 No Fund Created.

                  Any and all payments hereunder to any Participant under the
Plan shall be made from the general funds of the Company (or, if applicable, a
Participating Company), no special or separate fund shall be established or
other segregation of assets made to assure such payments, and the Phantom Shares
(including for purposes of this Section 15.4 any accounts established to
facilitate the implementation of Section 7.4(c)) and any other similar devices
issued hereunder to account for Plan obligations do not constitute Common Stock
and shall not be treated as (or as giving rise to) property or as a trust fund
of any kind; provided, however, that the Company may establish a mere
bookkeeping reserve to meet its obligations hereunder or a trust or other
funding vehicle that would not cause the Plan to be deemed to be funded for tax
purposes or for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended. The obligations of the Company under the Plan are
unsecured and constitute a mere promise by the Company to make benefit payments
in the future and, to the extent that any person acquires a right to receive
payments under the Plan from the Company, such right shall be no greater than
the right of a general unsecured creditor of the Company. (If any affiliate of
the Company is or is made responsible with respect to any Awards, the foregoing
sentence shall apply with respect to such affiliate.) Without limiting the
foregoing, Phantom Shares and any other similar devices issued hereunder to
account for Plan obligations are solely a device for the measurement and
determination of the amounts to be paid to a Grantee under the Plan, and each
Grantee's right in the Phantom Shares and any such other devices is limited to
the right to receive payment, if any, as may herein be provided.

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                  15.5 Notices.

                  All notices under the Plan shall be in writing, and if to the
Company, shall be delivered to the Committee or mailed to its principal office,
addressed to the attention of the Committee; and if to the Participant, shall be
delivered personally, sent by facsimile transmission or mailed to the
Participant at the address appearing in the records of the Company. Such
addresses may be changed at any time by written notice to the other party given
in accordance with this Section 15.5.

                  15.6 Exculpation and Indemnification.

                  The Company shall indemnify and hold harmless the members of
the Board and the members of the Committee from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any act
or omission to act in connection with the performance of such person's duties,
responsibilities and obligations under the Plan, to the maximum extent permitted
by law.

                  15.7 Captions.

                  The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights.

                  15.8 Governing Law.

                  THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS
OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF MARYLAND.

NYA 675717.18


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                                TABLE OF CONTENTS



1.       DEFINITIONS.......................................................1

2.       EFFECTIVE DATE AND TERMINATION OF PLAN............................4

3.       ADMINISTRATION OF PLAN............................................4

4.       SHARES AND UNITS SUBJECT TO THE PLAN..............................5

5.       PROVISIONS APPLICABLE TO STOCK OPTIONS............................6

6.       PROVISIONS APPLICABLE TO RESTRICTED STOCK.........................9

7.       PROVISIONS APPLICABLE TO PHANTOM SHARES..........................11

8.       PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS..............14

9.       OTHER EQUITY-BASED AWARDS........................................16

10.      PERFORMANCE GOALS................................................16

11.      TAX WITHHOLDING..................................................16

12.      REGULATIONS AND APPROVALS........................................17

13.      INTERPRETATION AND AMENDMENTS; OTHER RULES.......................18

14.      CHANGES IN CAPITAL STRUCTURE.....................................19

15.      MISCELLANEOUS....................................................20


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Table of Contents/Authorities.


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                          FELDMAN MALL PROPERTIES, INC.

                           2004 EQUITY INCENTIVE PLAN