Kite Realty Group Trust (KRG)

Summary

Our Board of Trustees has approved an amendment to the 2004 Equity Incentive Plan (“the Plan”), increasing the number of shares of common stock issuable under the Plan by 1,000,000 shares from 2,000,000 shares to 3,000,000 shares, and recommended that the Plan, as so amended, be submitted to our shareholders for approval at the annual meeting. As of March 20, 2009, 279,914 shares were available for grant under the Plan.  The Plan was originally approved by our Board of Trustees and shareholders in July 2004.  The Plan provides for the grant of share options, share appreciation rights, restricted shares, share units, unrestricted shares, dividend equivalent rights and cash awards.  Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof.  Share options granted under the Plan may be non-qualified stock options or incentive stock options.

The Plan is the only equity incentive compensation plan of the Company that provides for equity awards to employees and non-employee trustees.  The only amendment proposed to be made to the Plan is to increase the number of shares issuable under the Plan from 2,000,000 shares to 3,000,000 shares.