X0306 4 2019-08-02 0001594686 WASHINGTON PRIME GROUP INC. WPG 0001078085 CONFORTI LOUIS G C/O WASHINGTON PRIME GROUP INC. 180 EAST BROAD STREET COLUMBUS OH 43215 1 1 CEO Restricted Stock Units 2019-08-02 4 A 0 500000 0 A Common Stock, par value $0.0001 per share 500000 500000 D Performance Stock Units 2019-08-02 4 A 0 500000 0 A Common Stock, par value $0.0001 per share 500000 500000 D Each of the restricted stock units ("RSUs") represents a contingent right to receive one share of Issuer's common stock (the "Common Stock"). The awarded RSUs shall be evidenced by an award agreement (the "RSU Agreement") and vest and become non-forfeitable in one-third installments (including any dividend equivalent payments per the terms of the RSU Agreement) on each of the third, fourth and fifth anniversaries of August 2, 2019 (the "Grant Date"), provided that the Reporting Person is in continued compliance with certain covenants in the Reporting Person's amended and restated employment agreement (the "Agreement") and subject to certain provisions of the Agreement relating to termination of the Reporting Person and a change in control of the Issuer. Each of the performance stock units ("PSUs") represents a contingent right to receive one share of Common Stock. PSUs shall be evidenced by an award agreement (the "PSU Agreement") and be earned based upon the satisfaction of certain annualized total shareholder return criteria ("TSR Criteria") with the number of earned PSUs ranging from 0% to 200% of the allocated amount awarded based on the achievement by the Company of the TSR Criteria over a three-year performance period beginning on the Grant Date. Earned PSUs, if any, shall vest in one-third installments on each of the third, fourth and fifth anniversaries of the Grant Date, provided that the Reporting Person is in continued compliance with certain covenants in the Agreement and subject to certain provisions of the PSU Agreement relating to a change in control of the Issuer. Issuer shall exchange one share of Common Stock for one earned and vested PSU (including any dividend equivalent rights that shall also be paid in shares of Common Stock in accordance with the PSU Agreement). /s/ Robert P. Demchak 2019-08-02