RioCan -- summary under Deferred Unit (or RUR) Plans

DU grant

Each Participant (being a non-employee trustee of the REIT) may elect in advance to receive up to 100% of his or her Trustee Retainer Fees otherwise payable in cash in the form of Deferred Units ("Elected DUs"), with the REIT potentially also granting "Granted DUs." Each Granted DU or Elected DU (collectively, "Deferred Units") will vest immediately on grant and is intended to be economically equivalent to one REIT Unit (a "Unit").

Exercise of DUs

Deferred Units shall be redeemable by the Participant (or his or her estate) on or within two years after the date (the "Termination Date") on which the Participant ceases to be a Trustee. The Deferred Units credited to a Canadian resident's Participant's Deferred Unit Account may be redeemed for Units issued from treasury or, to the extent elected by the Participant, for cash. In the case of U.S. taxpayers, the Deferred Units will be redeemed automatically for Units or, to the extent elected by the Participant, for cash, upon the Trustee's Separation from Service.

Cash distributions

Whenever cash distributions are paid on the Units, additional Deferred Units will be credited to the Participant's Deferred Unit Account ("Additional Deferred Units").

Code s. 409A

The REIT intends that the Plan and all Deferred Units be construed to avoid the imposition of additional taxes, interest, and penalties pursuant to Section 409A of the Code.