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                                                                   EXHIBIT 10.32



                          FELDMAN MALL PROPERTIES, INC.
                            2004 INCENTIVE BONUS PLAN

1.  Purpose of the Plan

         The Plan is intended to advance the interests of the Company by
providing an opportunity to selected employees of the Company to earn bonuses,
and to encourage and motivate them to achieve superior operating results for
Feldman Mall Properties, Inc. The Plan is effective as of December 14, 2004.

2.  Definitions

         As used in this Plan, the following definitions apply:

         "Board" means the Board of Directors of the Feldman Mall Properties,
Inc.

         "Bonus" means the bonus to which a Key Employee is entitled under a
bonus arrangement established by the Committee under the Plan.

         "Committee" means the Compensation Committee of the Board.

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

         "Key Employee" means an officer or other employee of the Company whose
position and responsibilities, in the judgment of the Committee, enable the
employee to have a significant impact on the operating results of the Company.

         "Performance Period" means each applicable fiscal year of the Company,
or such other period as the Committee may determine.

         "Plan" means this Feldman Mall Properties, Inc. 2004 Incentive Bonus
Plan, as the same may be amended from time to time.

         "Subsidiary" means any corporation (other than the Company),
partnership or other entity at least 50% of the economic interest in the equity
of which is owned by the Company or by another subsidiary.

         "Termination of Service" means a Key Employee's termination of
employment or other service, as applicable, with the Company. Cessation of
service as an officer, employee, director or consultant shall not be treated as
a Termination of Service if the Key Employee continues without interruption to
serve thereafter in another one (or more) of such other capacities.

3.  Bonuses - In General

         Eligibility from among Key Employees shall be determined by the
Committee. The Committee may determine the Bonus a Key Employee will receive
with regard to a Performance Period or other period. Subject to the provisions
of the Plan, the Committee shall (i) determine and designate from time to time
those Key Employees to whom Bonuses are to be granted; (ii) determine,
consistently with the Plan, the amount of the Bonus to be granted to any Key
Employee for any Performance Period; and (iii) determine, consistently with the
Plan, the terms and conditions of each Bonus. Bonuses may be so awarded by the
Committee prior to the commencement of, during or after any Performance Period.


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4.  Amount of Awards

         (a) Unless otherwise determined by the Committee, each Key Employee's
Bonus shall be based on corporate factors or individual factors (or a
combination of both). Unless otherwise determined by the Committee, no bonus
shall exceed 300% of the Key Employee's aggregate salary for the year applicable
to the Performance Period. The Committee may provide for partial Bonus payments
at target and other levels. The Committee may allocate portions of the Bonus to
specified indexed factors. Corporate performance hurdles for Bonuses may be
adjusted by the Committee in its discretion to reflect (i) dilution from
corporate acquisitions and share offerings and (ii) changes in applicable
accounting rules and standards.

         (b) The Committee may determine that Bonuses shall be paid in cash or
stock (or other equity-based grants), or a combination thereof. The Committee
may provide that any such stock or equity-based grants be made under the Feldman
Mall Properties, Inc. 2004 Equity Incentive Plan (the "EIP") or any other
equity-based plan or program of the Company and, notwithstanding any provision
of the Plan to the contrary, in the case of any such grant, the grant shall be
governed in all respects by the EIP or such other plan or program of the
Company.

         (c) The Committee may provide for programs under which the payment of
Bonuses may be deferred at the election of the Key Employee.

5.  Termination of Employment

         Unless otherwise determined by the Committee, no Bonus payments shall
be made to any Key Employee who is not employed on the date payment is to be
made; provided that no Bonuses shall be made in any event to a Key Employee who
is terminated for "Cause." For these purposes, Cause shall mean, unless
otherwise provided in the grantee'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 Key Employee'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 Key Employee; (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 Key Employee's business time and efforts to the
Company and its affiliates if required by Key Employee's employment agreement;
provided, however, that, if at any particular time the Key Employee 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.

6.  Administration of the Plan; Amendment and Termination

         (a) The Plan shall be administered by the Committee.

         (b) The Committee will have full power to construe, interpret and
administer the Plan and to amend and rescind the rules and regulations for its
administration, with such interpretations to be conclusive and binding on all
persons and otherwise accorded the maximum deference permitted by law. 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.

         (c) The Committee will have discretion to determine whether a Bonus is
established for particular Key Employees. The Committee's decisions and
determinations under the Plan need not be uniform and may be made selectively
among Key Employees, whether or not such Key Employees are similarly situated.


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         (d) No Key Employee shall have any claim to a Bonus until it is
actually granted under the Plan. To the extent that any person acquires a right
to receive payments from the Company under the Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company. All
payments provided for under the Plan shall be paid in cash from the general
funds of the Company. The Plan does not create a fiduciary relationship between
the Board or Committee on one hand, and employees, their beneficiaries or any
other persons on the other.

         (e) The Board or the Committee may at any time amend, suspend or
terminate the Plan. No amendment to, suspension of or termination of the Plan
may affect any Key Employee's right to receive a Bonus which, before the
amendment, suspension or termination, has been earned by the Key Employee and is
payable without any contingency or other further action, unless the Key Employee
consents to the change.

7.  Beneficiaries

         Each Key Employee shall designate a beneficiary to receive such Key
Employee's Bonus, if any, in the event of death. In the event of a failure to
designate a beneficiary, amounts, if any, so payable to a Key Employee in the
event of death shall be payable to the estate of such Key Employee. The last
designation received by the Company shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Company prior to the Key Employee's death, and in no event shall
it be effective as of a date prior to such receipt. If no such beneficiary
designation is in effect at the time of a Key Employee's death, or if no
designated beneficiary survives the Key Employee or if such designation
conflicts with law, the Key Employee's estate shall be entitled to receive the
amounts, if any, payable under the Plan upon his or her death. If the Company is
in doubt as to the right of any person to receive such amounts, the Company may
retain such amounts, without liability for any interest thereon, until the
Company determines the rights thereto, or the Company may pay such amounts into
any court of appropriate jurisdiction and such payment shall be a complete
discharge of the liability of the Company therefor. No rights to Bonuses granted
hereunder shall be transferable by a Key Employee otherwise than by will or the
laws of descent and distribution.

8.  Miscellaneous

         (a) The Company may cause to be made, as a condition precedent to the
payment of any Bonus, or otherwise, appropriate arrangements with the Key
Employee or his or her beneficiary for the withholding of any federal, state,
local or foreign taxes.

         (b) Nothing in the Plan and no award of any Bonus which is payable
immediately or in the future (whether or not future payments may be forfeited),
will give any Key Employee a right to continue to be an employee of the Company
or in any other way affect the right of the Company to terminate the employment
of any Key Employee at any time.

         (c) All elections, designations, requests, notices, instructions and
other communications from a Key Employee, beneficiary or other person, required
or permitted under the Plan, shall be in such form as is prescribed from time to
time by the Committee.

         (d) In the event that the Company's fiscal year is changed, the
Committee may make such adjustments to the Plan, as he or she may deem necessary
or appropriate to effectuate the intent of the Plan. All such adjustments,
without the need for Plan amendment, shall be effective and binding for all
Bonuses and otherwise for all purposes of the Plan.

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