Exhibit 10.1


KITE REALTY GROUP TRUST
 TRUSTEE DEFERRED COMPENSATION PLAN


          This Kite Realty Group Trust Trustee Deferred Compensation Plan (the “Plan”) is adopted by Kite Realty Group Trust (“Kite” or the “Company”) for the purpose of providing a deferred compensation arrangement to trustees of the Company who are not also employees of the Company (“non-employee trustees”) and their beneficiaries in consideration of services rendered to the Company and as an inducement for their continued services in the future.  


ARTICLE I: DEFINITIONS


          Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following definitions shall govern the Plan:

	
  
1.1.
  	
  
“Account”   means the book entry account established under the Plan for each Participant   to which shall be credited such amounts as the Company shall determine in   accordance with this Plan, including the Participant’s Credited Investment   Return (Loss) determined under Article IV, and which shall be reduced by any   distributions made to a Participant or Beneficiary.
  
	
  
 
  	
  
 
  
	
  
1.2.
  	
  
“Beneficiary”   means those persons, trusts or other entities entitled to receive Benefits   which may be payable hereunder upon a Participant’s death as determined under   Article VI.
  
	
   
  	
  
 
  
	
  
1.3.
  	
  
“Benefits”   means the amounts credited to a Participant’s Account pursuant to such   Participant’s Deferred Compensation Agreements, plus or minus all Credited   Investment Return (Loss).
  
	
  
 
  	
  
 
  
	
  
1.4.
  	
  
“Board of   Trustees” or “Board” means the Board of Trustees of Kite Realty Group Trust.
  
	
  
 
  	
  
 
  
	
  
1.5.
  	
  
“Change of   Control” means the happening of any of the following:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)  the dissolution or liquidation of the   Company;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)  the merger, consolidation, or   reorganization of the Company with one or more other entities in which the   Company is not the surviving entity or immediately following which the   persons or entities who were beneficial owners (as determined pursuant to   Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the   “Exchange Act”)) of voting securities of the Company immediately prior   thereto cease to beneficially own more than fifty percent (50%) of the voting   securities of the surviving entity immediately thereafter;
  
	
   
  	
  
 
  
	
  
 
  	
  
(iii)  a sale of all or substantially all of the   assets of the Company to another person or entity;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)  any transaction (including without   limitation a merger or reorganization in which the Company is the surviving   entity) that results in any person or entity or “group” (within the meaning   of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than persons who   are shareholders or affiliates immediately prior to the transaction) owning   thirty percent (30%) or more of the combined voting power of all classes of   shares of the Company; or
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(v)  individuals who, as of the date hereof,   constitute the Board (the “Incumbent   Board”) cease for any reason to constitute at least a majority of the   Board; provided, however, that any individual becoming a trustee subsequent   to the date hereof whose election, or nomination for election by the   Company’s shareholders, was approved by a vote of at least a majority of the   trustees then comprising the Incumbent Board (either by a specific vote or by   approval of the proxy statement of the Company in which such person is named   as a nominee for trustee, without written objection to such nomination) shall   be considered as though such individual were a member of the Incumbent Board,   but excluding, for this purpose, any such individual whose initial assumption   of office occurs as a result of an actual or threatened election contest with   respect to the election or removal of trustees or other actual or threatened   solicitation
of proxies or contests by or on behalf of a person other than   the Board).
  
	
   
  	
  
 
  
	
  
1.6.
  	
  
“Code” means   the Internal Revenue Code of 1986, as amended, and references to particular   sections of the Code are deemed to refer to such sections or any successor   sections thereto.
  
	
  
 
  	
  
 
  
	
  
1.7.
  	
  
“Committee”   means the Compensation Committee of the Board.
  










	
  
1.8.
  	
  
“Company”   means Kite Realty Group Trust.
  
	
  
 
  	
  
 
  
	
  
1.9.
  	
  
“Credited   Investment Return (Loss)” means the hypothetical investment return which   shall be credited to the Participant’s Account pursuant to Article IV.
  
	
  
 
  	
  
 
  
	
  1.10.
  	
  
“Deferred   Compensation Agreement” means an agreement to participate and to defer   compensation between a Participant and the Company in such form and   consistent with terms of the Plan as the Company may prescribe from time to   time.
  
	
  
 
  	
  
 
  
	
  
1.11.
  	
  
“Distribution   Date” means the date on which distribution of a Participant’s Benefits is   made pursuant to Article V.
  
	
  
 
  	
  
 
  
	
  
1.12.
  	
  
“Effective   Date” means May 4, 2006.
  
	
  
 
  	
  
 
  
	
  
1.13.
  	
  

“Eligible Compensation” means annual board or committee retainers and
meeting fees, and unrestricted share, restricted share and share unit awards
made under the Company’s 2004 Equity Incentive Plan (or its
successor).
 
	
  
 
  	
  
 
  
	
  
1.14.
  	
  
“Participant”   means a non-employee Trustee of the Company for whom an Account has been   established.
  
	
   
  	
  
 
  
	
  
1.15.
  	
  
“Plan” shall   mean this Kite Realty Group Trust Trustee Deferred Compensation Plan, as it   may be amended from time to time.
  
	
  
 
  	
  
 
  
	
  
1.16.
  	
  
“Share Unit”   means an unfunded right to receive one share of the Company’s common shares   of beneficial interest at a future date.    Share Units do not have voting rights.
  
	
  
 
  	
  
 
  
	
  
1.17.
  	
  
“Kite” means   Kite Realty Group Trust.
  
	
  
 
  	
  
 
  
	
  
1.18.
  	
  
“Termination Event” means   the Participant’s separation from service with the Company (within the   meaning of Code Section 409A) for any reason.
  




ARTICLE II: ELIGIBILITY

	
  
2.1.
  	
  
Eligibility.  Eligibility for participation in the Plan   shall be limited to non-employee Trustees of the Company.  Non-employee Trustees shall be eligible to   defer Eligible Compensation in accordance with this Plan and rules established   by the Committee.  Each individual who   becomes a Participant shall execute a Deferred Compensation Agreement in the   form prescribed by the Company.
  
	
  
 
  	
  
 
  
	
  
2.2.
  	
  
Cessation of   Participation.    Participation in the Plan shall continue until all of the Benefits to   which the Participant is entitled thereunder have been paid in full.
  
	
  
 
  	
  
 
  
	
  
2.3.
  	
  
Time of   Election of Deferral. Except as provided in the next   sentence, an election to defer Eligible Compensation must be made before the   year in which the Eligible Compensation is earned and payable.  In his or her first year of eligibility   for the Plan, a non-employee Trustee may make a deferral election within 30   days of first becoming eligible.  This   initial deferral may relate only to Eligible Compensation attributable to the   period following the deferral election.    Any change to a deferral election shall be effective only with regard   to Eligible Compensation earned commencing with the next calendar year.
  
	
   
  	
  
 
  
	
  
2.4.
  	
  
 
  




ARTICLE III: PARTICIPANT’S ACCOUNTS

	
  
3.1.
  	
  
Establishment   of Accounts.    The Company shall cause an Account to be kept in the name of each   Participant and each Beneficiary of a deceased Participant which shall   reflect the value of such Participant’s Benefits as adjusted from time to time   to reflect Credited Investment Return (Loss). Each Account shall be credited   with a number of Share Units, determined in accordance with the Deferred   Compensation Agreement.
  
	
  
 
  	
  
 
  
	
  
3.2.
  	
  
Vesting.  Deferred fees and retainers (and the   earnings credited thereon) credited to an Account shall be 100% vested.  Restricted share and other equity-based   awards that are deferred pursuant to this Plan shall be subject to the   vesting schedule, if any, of the corresponding share award.
  




ARTICLE IV: CREDITED INVESTMENT RETURN (LOSS)

	
  
4.1.
  	
  
Credited   Investment Return (Loss).  All amounts credited to an Account shall be deemed to be   invested in Share Units.  Share Units   shall be credited with dividend equivalents to the extent dividends are paid   on Company common shares.
  




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4.2.
  	
  
Adjustments   for Share Splits and Similar Corporate Events.  Amounts credited to a Participant’s   Account shall be equitably adjusted for changes in the capitalization of the   Company, including without limitation by reason of a share split or reverse   share split, in the manner and to the extent determined to be appropriate by   the Board.
  




ARTICLE V: BENEFITS

	
  
5.1.
  	
  
Timing of   Distribution.    The vested portion of a Participant’s Account shall be paid (or   payment shall commence) within a reasonable time after a Termination   Event.  The Participant shall forfeit   the unvested portion of his or her Account upon a Termination Event, giving   consideration to any accelerated vesting provisions of the corresponding   restricted share award.
  
	
   
  	
  
 
  
	
  
5.2.
  	
  
(a)          Method   of Distribution.  A Participant’s   Account shall be paid in a single lump sum payment.  All payments from the Plan shall be in the form of Company   common shares (with cash for fractional shares).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(b)             Death Benefits.  In the event the   Participant dies before his or her Benefits have been fully distributed, the   Participant’s Benefits shall be paid to his or her Beneficiary in accordance   with the Participant’s most recent valid Beneficiary designation.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(c)             Valuation of Accounts.  Participants’   Accounts shall be valued using the fair market value of Kite common shares on   the date immediately preceding the Distribution Date.
  
	
  
 
  	
  
 
  
	
  
5.3.
  	
  
Tax   Withholding.    All payments under this Article V shall be subject to all applicable   withholding for state and federal income tax and to any other federal, state   or local tax which may be applicable thereto. In the event any taxes become   due prior to payment such taxes shall be the sole responsibility of the   Participant.
  



ARTICLE VI: BENEFICIARIES

	
  
6.1.
  	
  
Designation   of Beneficiary.    The Participant shall have the right to designate, on such form as may   be prescribed by the Company, a Beneficiary to receive any Benefits due under   Article V which may remain unpaid at the Participant’s death and shall   have the right at any time to revoke such designation and to substitute   another such Beneficiary.
  
	
  
 
  	
  
 
  
	
  
6.2.
  	
  
No   Designated Beneficiary.  If, upon the death of the Participant, there is no valid   designation of a Beneficiary, the Beneficiary shall be the Participant’s estate.
  




ARTICLE VII: ADMINISTRATION OF THE PLAN


This Plan shall be administered by the Committee.  The Committee has sole discretion to interpret the Plan and to determine all questions arising in the administration, interpretation, and application of the Plan.  The Committee’s powers include the power, in its sole discretion and consistent with the terms of the Plan, to determine who is eligible to participate in this Plan, to determine the eligibility for and the amount of benefits payable under the Plan, to determine when and how amounts are allocated to a Participant’s Account, to establish rules for determining when and how elections can be made, to adopt any rules relating to administering the Plan and to take any other action it deems appropriate to administer the Plan.  The Committee may delegate its authority hereunder to one or more officers of the Company.  Whenever the value of an Account is to be determined under this Plan as of a particular date, the Committee may
determine such value using any method that is reasonable, in its discretion.  Whenever payments are to be made under this Plan, such payments shall begin within a reasonable period of time, as determined by the Committee, and no interest shall be paid on such amounts for any reasonable delay in making the payments. The Committee’s decisions under the Plan shall be final and binding on all Participants, as well as the Participant’s heirs, assigns, administrator, executor, and any other person claiming through the Participant.  This Plan shall be interpreted and administered in a manner that complies with Section 409A of the Code.


ARTICLE VIII: MISCELLANEOUS

	
  
8.1.
  	
  
The right of   a Participant or his or her designated Beneficiary to receive a distribution   hereunder shall be an unsecured claim against the general assets of the   Company, and neither the Participant nor a designated Beneficiary  shall have any rights in or against any   specific assets of the Company. Notwithstanding the previous sentence, the   Company reserves the right to establish a grantor trust, the assets of which   shall remain subject to claims of creditors of the Company, to which Company   assets may be invested to fund some or all of the liabilities represented by   this Plan. This Plan shall not be construed to require the Company to fund,   prior to payment, any of the Benefits payable under this Plan.
  
	
  
 
  	
  
 
  
	
  
8.2.
  	
  
If, in the   Company’s opinion, a Participant or Beneficiary for any reason is unable to   handle properly any property distributable to him or her under the Plan, then   the Company may make such arrangements which it determines to be beneficial   to such Participant or Beneficiary, to the extent such arrangements have not   been made by such Participant or Beneficiary, for the distribution of such   property, including (without limitation) the distribution of such property to   the guardian, conservator, spouse or dependent(s) of such Participant or   Beneficiary.
  




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8.3.
  	
  
The right of   any Participant, any Beneficiary, or any other person to the payment of any   Benefits under this Plan shall not be assigned, transferred, pledged or   encumbered.
  
	
  
 
  	
  
 
  
	
  
8.4.
  	
  
This Plan   shall be binding upon and inure to the benefit of the Company, its successors   and assigns and the Participant and his or her heirs, executors,   administrators and legal representatives.
  
	
  
 
  	
  
 
  
	
  
8.5.
  	
  
Nothing   contained herein shall be construed as conferring upon any Participant the   right to continue in the employ or service of the Company as an employee.
  
	
  
 
  	
  
 
  
	
  
8.6.
  	
  
If the   Company, the Participant, any Beneficiary, or a successor in interest to any   of the foregoing, brings legal action to enforce any of the provisions of   this Plan, the prevailing party in such legal action shall be reimbursed by   the other party for the prevailing party’s costs of such legal action   including, without limitation, reasonable fees of attorneys, accountants and   similar advisors and expert witnesses.
  
	
   
  	
  
 
  
	
  
8.7.
  	
  
This Plan   shall be construed in accordance with and governed by the laws of the state   of Maryland, without reference to the principles of conflicts of law thereof,   to the extent such construction is not pre-empted by any applicable federal   law.
  
	
  
 
  	
  
 
  
	
  
8.8.
  	
  
This Plan   constitutes the entire understanding and agreement with respect to the   subject matter contained herein, and there are no agreements, understandings,   restrictions, representations or warranties among any Participant and the   Company other than those set forth or provided for herein.
  
	
  
 
  	
  
 
  
	
  
8.9.
  	
  
(a)          This   Plan may be amended or terminated by Kite at any time in its sole discretion   by resolution of its Board or any committee to which its Board has delegated   such authority to amend; provided, however, that no amendment   may be made which would alter the irrevocable nature of an election or which   would reduce the amount credited to a Participant’s Account on the date of   such amendment.  If the Plan is   terminated, Compensation shall prospectively cease to be deferred as of the   date of the termination.  Upon termination   of the Plan, each Participant will be paid the value of his or her Account at   the time and in the manner provided for in Article V.
  
	
   
  	
  
 
  
	
  
 
  	
  
(b)          Notwithstanding   the foregoing paragraph or any other provision in this Plan to the contrary,   upon the consummation of a Change of Control, each Participant’s Account   shall be fully vested and shall be distributed to him or her in a lump sum   distribution within 15 days following the consummation of such Change in   Control.
  




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To record the adoption of the Plan, the Company has caused its authorized officer to execute the same, effective as of the 4th day of May, 2006.

	
  
 
  	
  
KITE REALTY   GROUP TRUST
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ John A.   Kite
  
	
   
  	
   
  	
  


  
	
   
  	
   
  	
  John A. Kite
  
	
   
  	
   
  	
  Chief   Executive Officer
  




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