0001047469-04-024177 Sample Contracts

ALVIN E. KITE, JR. FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • July 26th, 2004 • Kite Realty Group Trust • Real estate investment trusts • Indiana

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of , 2004, by and between KITE REALTY GROUP TRUST, a Maryland real estate investment trust (the “Company”), and Alvin E. Kite, Jr. (the “Executive”).

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DANIEL R. SINK FORM OF NONCOMPETITION AGREEMENT
Noncompetition Agreement • July 26th, 2004 • Kite Realty Group Trust • Real estate investment trusts • Indiana

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of , 2004 by and between Kite Realty Group Trust, a Maryland real estate investment trust (the “Company”) and Daniel R. Sink (the “Executive”).

FORM OF OPTION AGREEMENT (Erskine Village)
Option Agreement • July 26th, 2004 • Kite Realty Group Trust • Real estate investment trusts • Indiana

THIS OPTION AGREEMENT (this “Agreement”) is made as of , 2004 by and among, Kite Realty Group L.P., a Delaware limited partnership (“Kite Realty”), Kite South Bend, LLC, an Indiana limited liability company (“Optionor”) and Alvin E. Kite, Jr., John A. Kite, Paul W. Kite and Thomas K. McGowan (each a “Member” and, collectively, the “Members”).

FORM OF OPTION AGREEMENT (Tarpon Springs Plaza)
Option Agreement • July 26th, 2004 • Kite Realty Group Trust • Real estate investment trusts • Indiana

THIS OPTION AGREEMENT (this “Agreement”) is made as of , 2004 by and among, Kite Realty Group L.P., a Delaware limited partnership (“Kite Realty”), Brentwood Land Partners, LLC, a Delaware limited liability company (“Optionor”) and Alvin E. Kite, Jr., John A. Kite, Paul W. Kite and Thomas K. McGowan (each a “Member” and, collectively, the “Members”).

16,300,000 Shares KITE REALTY GROUP TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • July 26th, 2004 • Kite Realty Group Trust • Real estate investment trusts • New York

Kite Realty Group Trust, a Maryland real estate investment trust (the “Company”), intending to qualify for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), and Kite Realty Group, L.P., a Delaware limited partnership, the sole general partner of which is the Company (the “Operating Partnership”), each wishes to confirm as follows its agreement with the Underwriters named in Schedule 1 hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 of this Agreement) for whom Lehman Brothers Inc. and Wachovia Capital Markets, LLC are acting as representatives (the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly (the “Offering”), of an aggregate of 16,300,000 shares (the

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