Edgar Filing: SIZELER PROPERTY INVESTORS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X] Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-12

SIZELER PROPERTY INVESTORS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

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SIZELER PROPERTY INVESTORS, INC.
2542 Williams Boulevard
Kenner, Louisiana 70062

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2003

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Sizeler Property Investors, Inc. (the "Company") will be held at
the Four Seasons, 2800 South Ocean Boulevard, Palm Beach, Florida, on Friday,
May 9, 2003, at 10:00 a.m., local time, for the following purposes:

1. To elect three directors to serve until the 2006 Annual Meeting of
Stockholders or until their successors are duly elected and qualified.

2. To consider and take action on amendments to the Company's 1996 Stock
Option Plan, as amended.

3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.

Only stockholders of record at the close of business on March 21, 2003 are
entitled to receive notice of and to vote at the Meeting or any adjournments
thereof.

The Company's Board of Directors would like to have as many stockholders as
possible present or represented at the Meeting. If you are unable to attend in
person, please vote, sign, date and return your enclosed proxy card promptly or
use the convenience of telephone or Internet to authorize the Proxies to vote
your shares. Postage is not required for mailing proxy cards in the United
States. The Company will reimburse stockholders mailing proxy cards from
outside the United States for the cost of mailing.

By Order of the Board of Directors

/s/ Thomas A. Masilla, Jr.
THOMAS A. MASILLA, JR.
President

DATED: April 4, 2003

STOCKHOLDERS ARE URGED TO AUTHORIZE THE PROXIES TO VOTE YOUR SHARES USING
TELEPHONE OR INTERNET VOTING OR BY SIGNING, DATING AND RETURNING THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES.

April 4, 2003

SIZELER PROPERTY INVESTORS, INC.
2542 Williams Boulevard
Kenner, Louisiana 70062

-----------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2003

The following information is furnished in connection with the Annual Meeting
of Stockholders of Sizeler Property Investors, Inc. (the "Company") to be held
on Friday, May 9, 2003, at 10:00 a.m., local time, at the Four Seasons, 2800
South Ocean Boulevard, Palm Beach, Florida (the "Meeting"). A copy of the
Company's Annual Report to Stockholders for the fiscal year ended December 31,
2002 accompanies this Proxy Statement. Additional copies of the Annual Report,
Notice, Proxy Statement and form of proxy may be obtained from the Company's
Secretary, 2542 Williams Boulevard, Kenner, Louisiana 70062. A copy of the
Company's Form 10-K filed with the Securities and Exchange Commission ("SEC")
is available without charge upon written request to the Company's corporate
offices or from the Securities and Exchange Commission's web site at
www.sec.gov. This Proxy Statement, Annual Report and the form of proxy will
first be sent to stockholders on or about April 4, 2003.

SOLICITATION AND REVOCABILITY OF PROXIES

The enclosed proxy for the Meeting is being solicited by the directors of
the Company. Any person giving a proxy may revoke it any time prior to its
exercise by filing with the Secretary of the Company a written revocation or
duly executed proxy bearing a later date. The proxy may also be revoked by a
stockholder attending the Meeting, withdrawing the proxy and voting in person.

The cost of soliciting the proxies on the enclosed form will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by the
directors and their agents (who will receive no additional compensation
therefor) by means of personal interview, telephone, facsimile, e-mail or other
electronic means, and it is anticipated that banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain authorization for the
execution of proxies. The Company may, upon request, reimburse banks, brokerage
houses and other institutions, nominees and fiduciaries for their expenses in
forwarding proxy material to their principals. The Company has retained
InvestorCom, Inc. ("ICOM") to assist with the solicitation of proxies and will
pay ICOM a fee of $6,000 plus reimbursement of out-of-pocket expenses for its
services.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The record date for determining shares of common stock, $0.0001 par value
per share, of the Company ("Shares"), entitled to vote at the Meeting has been
fixed at the close of business on March 21, 2003. On that date there were
13,083,459 Shares outstanding. The holders of Shares are generally entitled to
one vote for each Share on each matter submitted to a vote at a meeting of
stockholders. Pursuant to the Company's Bylaws, directors will be elected by a
plurality of the votes cast at the Meeting with each share being voted for as
many individuals as there are directors to be elected and for whose election
the share is entitled to vote. The approval of the amendments to the Company's
1996 Stock Option Plan requires the affirmative vote of a majority of votes
cast on the proposal, provided that the total vote cast on the proposal
represents over 50% in interest of all securities entitled to vote on the
proposal.

The presence, in person or by properly executed proxy, of the holders of
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all outstanding Shares is necessary to constitute a quorum. Shares
represented by a properly signed, dated and returned proxy card and Shares
represented by a proxy authorized via telephone or the Internet will be treated
as present at the Meeting for purposes of determining a quorum. Proxies
relating to "street name" Shares that are voted by brokers will be counted as
Shares present for purposes of determining the presence of a quorum, but will
not be treated as Shares having voted at the Meeting as to any proposal as to
which the broker does not vote.

Security Ownership of Certain Beneficial Owners

To the best of the Company's knowledge, no person or group (as those terms
are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) owned beneficially, as of February 24, 2003, more than
five percent of the outstanding Shares except as described in the following
table:

Amount and
Nature of Percentage
Beneficial of Shares
Name and Address of Beneficial Owner Ownership Outstanding (1)
------------------------------------ ---------- ---------------

Sidney W. Lassen.................... 769,264 (2) 5.8%
2542 Williams Boulevard
Kenner, LA 70062

Deer Isle Partners, L.P............. 741,300 (3) 5.7%
Deer Isle Management, L.L.C.
David M. Brown
860 Fifth Avenue
Suite 18A
New York, NY 10021

Palisade Capital Management, L.L.C.. 1,528,000 (4) 11.7%
One Bridge Plaza
Suite 695
Fort Lee, NJ 07024

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(1) Based on the number of Shares outstanding on March 21, 2003 which was
13,083,459 Shares.
(2) These Shares include (i) 7,500 Shares owned by the Company and credited to
the Company's deferred compensation account for the benefit of Mr. Lassen;
(ii) 262,500 Shares Mr. Lassen has the right to acquire pursuant to
exercisable options granted under the Company's 1986 Stock Option Plan (the
"1986 Stock Option Plan") and the Company's 1996 Stock Option Plan, as
amended (the "1996 Stock Option Plan"); (iii) 82,500 Shares owned directly
by Sizeler Realty Co., Inc. ("Sizeler Realty"), in which a beneficial
minority interest is owned by Mr. Lassen and the balance is owned by the
family of Mr. Lassen's wife and her

parents' estates; (iv) 60,000 Shares owned by a limited liability company of
which Mr. Lassen is manager and Mr. Lassen's wife owns an approximately 26%
interest; and (v) 18,000 Shares owned by a Lassen family partnership. These
Shares do not include (i) 11,800 Shares with respect to which Mr. Lassen's
daughter, Jill L. Botnick, has voting and investment power; (ii) 5,000
Shares held by Mr. Lassen's wife; and (iii) 30,000 Shares owned by I.
William Sizeler, brother of Mr. Lassen's wife. Mr. Lassen disclaims
beneficial interest in, and voting or investment power over, the Shares
described in the preceding sentence; and he disclaims beneficial interest in
all the Shares held by the limited liability company and in all but 1.9% of
the Shares held by the Lassen family partnership, respectively items (iv)
and (v) in the first sentence of this note.
(3) Based upon a Schedule 13G dated April 13, 2000 filed with the SEC that
indicates that Mr. Brown has sole voting and dispositive power with respect
to 18,000 Shares and shared voting and dispositive power with respect to
723,300 Shares, 666,200 Shares of which is shared with Deer Isle
Management, L.L.C. and Deer Isle Partners, L.P. Mr. Brown is the managing
member of Deer Isle Management, L.L.C., which is the general partner of
Deer Isle Partners, L.P.
(4) Based upon a Schedule 13G dated February 6, 2003 filed with the SEC by
Palisade Capital Management, L.L.C. ("Palisade"), that indicates that
Palisade has sole voting power with respect to 1,515,000 Shares and sole
dispositive power with respect to 1,528,000 Shares.

Security Ownership of Management

The following table sets forth the Shares beneficially owned as of February
24, 2003 by each director, nominee for director, executive officer, and by the
directors and executive officers of the Company as a group. Unless otherwise
stated, each person has sole voting and investment power with respect to the
Shares set forth in the table.

Amount and
Nature of Percentage of
Beneficial Shares
Name of Beneficial Owner Ownership Outstanding (1)
------------------------ ---------- ---------------

J. Terrell Brown............................... 48,250 (2) *
William G. Byrnes.............................. 14,000 (3) *
Francis L. Fraenkel............................ 208,730 (4) 1.6%
Harold B. Judell............................... 74,090 (5) *
Sidney W. Lassen............................... 769,264 (6) 5.8%
Thomas A. Masilla, Jr.......................... 233,828 (7) 1.8%
James W. McFarland............................. 48,000 (8) *
Richard L. Pearlstone.......................... 72,348 (9) *
Theodore H. Strauss............................ 73,100 (10) *
James W. Brodie................................ 81,926 (11) *
All directors and executive officers as a group 1,623,536 (12) 11.8%

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* Indicates ownership of less than 1%.
(1) Based on the number of Shares outstanding on March 21, 2003 which was
13,083,459 Shares.
(2) Includes 33,000 Shares Mr. Brown has the right to purchase pursuant to
exercisable options granted under the 1986 Stock Option Plan and the 1996
Stock Option Plan.
(3) Includes 5,000 Shares Mr. Byrnes has the right to purchase pursuant to
exercisable options granted under the 1996 Stock Option Plan.
(4) Mr. Fraenkel has sole voting power with respect to 21,500 Shares and sole
dispositive power with respect to 129,685 Shares. Includes 28,000 Shares
Mr. Fraenkel has the right to purchase pursuant to exercisable options
granted under the 1986 Stock Option Plan and the 1996 Stock Option Plan and
29,545 Shares he has the right to acquire beneficial ownership of pursuant
to the conversion of the Company's convertible subordinated debentures due
July 15, 2009.

(5) Includes 30,000 Shares Mr. Judell has the right to purchase pursuant to
exercisable options granted under the 1986 Stock Option Plan, the Company's
1989 Stock Option Plan and the 1996 Stock Option Plan and 500 Shares owned
by Mr. Judell's wife.
(6) See note (2) to table under "Security Ownership of Certain Beneficial
Owners."
(7) Includes (i) 20,621 Shares owned by the Company and credited to the
Company's deferred compensation account for the benefit of Mr. Masilla and
(ii) 198,500 Shares Mr. Masilla has the right to purchase pursuant to
exercisable options granted under the 1986 Stock Option Plan and the 1996
Stock Option Plan.
(8) Includes 34,000 Shares Mr. McFarland has the right to purchase pursuant to
exercisable options granted under the 1986 Stock Option Plan and the 1996
Stock Option Plan.
(9) Mr. Pearlstone shares voting and investment power over 12,000 of these
Shares as co-trustee of certain trusts and has an economic interest in
another 12,000 of these Shares as the beneficiary of certain trusts.
Includes 30,000 Shares Mr. Pearlstone has the right to purchase pursuant to
exercisable options granted under the 1986 Stock Option Plan and 1996 Stock
Option Plan.
(10) Includes 30,000 Shares Mr. Strauss has the right to purchase pursuant to
exercisable options granted under the 1986 Stock Option Plan and 1996
Stock Option Plan.
(11) Includes 77,500 Shares Mr. Brodie has the right to purchase pursuant to
options granted under the 1986 Stock Option Plan and the 1996 Stock Option
Plan.
(12) See notes (2) through (11) above.

1. ELECTION OF DIRECTORS

Information Concerning Directors

The Company's Articles of Incorporation and Bylaws, as amended, provide that
the number of directors will be not less than one and not more than fifteen and
that the directors will be divided into three classes containing as nearly
equal a number of directors as possible, with one class standing for election
each year. The board has set the number of directors at nine effective at the
Meeting, and three of those directors are to stand for election at the Meeting.
Each person so elected will serve until the 2006 Annual Meeting of Stockholders
or until his successor is duly elected and qualified. The affirmative vote of a
plurality of the votes cast at the Meeting is necessary for election of a
director.

The directors recommend a vote FOR the directors standing for election
listed below. Unless instructed otherwise, proxies will be voted FOR these
nominees. Although the directors do not contemplate that either of the nominees
listed below will be unable to serve, if such a situation arises prior to the
Meeting, the proxy will be voted in accordance with the best judgment of the
person or persons voting the proxy.

The following table sets forth information regarding the directors standing
for election and directors whose terms continue beyond the Meeting.

Principal Occupation and Business
Name, Tenure and Position(s) with the Company Age Experience for Past Five Years (1)
--------------------------------------------- --- -------------------------------------------------

Directors Standing for Election
Thomas A. Masilla, Jr............................. 56 Vice Chairman of the Board since 1994, President
Vice Chairman of the Board since 1994, President and Principal Operating Officer since 1995 and
and Principal Operating Officer since 1995, Chief Financial Officer from 1996 through May
Director since 1986 1999.

James W. McFarland................................ 57 Dean of A.B. Freeman School of Business, Tulane
Director since 1994 University.

Theodore H. Strauss............................... 78 Senior Managing Director with Bear Stearns & Co.
Director since 1994 Inc.

Directors Whose Terms Expire in 2004

J. Terrell Brown.................................. 63 Chairman of GMFS, LLC (mortgage lending) since
Director since 1995 May 1999. Prior to May 1999, Chairman and Chief
Executive Officer of United Companies Financial
Corporation (financial services).(2)

Harold B. Judell.................................. 88 Senior partner in the law firm of Foley & Judell,
Director since 1986 LLP; Chairman of the Board of Dauphine Orleans
Hotel Corporation.

Richard L. Pearlstone............................. 55 President of The Pearlstone Group, Inc.
Director since 1986 (investments) since 1995; Chief Executive Officer
of Cross Keys Asset Management, Inc. (investment
advisors) since November 1986; and Chief
Executive Officer of SNP Management LLC
(management company) since November 1999.

Directors Whose Terms Expire in 2005
William G. Byrnes........................... 52 Chairman of BuzzMetrics (consulting) since 1999;
Director since 2002 Chairman and CEO of Inceiba LLC (technology
incubator) from June 1999 to December 2000;
interim CEO of Meditrust Corporation from
January 2000 to April 2000; Managing Director, BT
Alex. Brown prior to 1998.
Francis L. Fraenkel......................... 70 Managing Director of Neuberger Berman since
Director since 1993 December 2000; Prior to December 2000,
Managing Director of Delta Capital Management,
LLC (investment management) since April 1999;
Chairman of Delta Capital Management, Inc. prior
to April 1999.(3)
Sidney W. Lassen............................ 68 Chairman of the Board and Chief Executive Officer
Chairman of the Board and Chief Executive of the Company; Chairman of the Board and Chief
Officer since 1986 Executive Officer of Sizeler Realty.

--------
(1) Unless otherwise stated, each director has held the position indicated for
at least the past five years.
(2) On March 1, 1999, United Companies Financial Corporation announced that it
was reorganizing under Chapter 11 of the United States Bankruptcy Code.
(3) On April 1, 1999, Delta Capital Management, Inc. reorganized into a limited
liability company and changed its name to Delta Capital Management, LLC.

Other Trusteeships and Directorships

The directors of the Company serve on the Boards of Directors or the Boards
of Trustees of the following publicly held companies:

Name Company
---- -------

William G. Byrnes.. The LaQuinta Companies
JDN Realty Corporation

Sidney W. Lassen... Hibernia Corporation

James W. McFarland. Stewart Enterprises, Inc.

Theodore H. Strauss Clear Channel Communications, Inc.
Hollywood Casino Corporation

Committees and Meeting Data

The Executive Committee of the Board of Directors consists of Messrs.
Byrnes, Judell, Lassen, Masilla, McFarland, Pearlstone and Strauss. It has all
the authority of the Board of Directors between board meetings except as
limited by Maryland law. The Executive Committee did not meet in 2002.

The Nominating and Corporate Governance Committee, which was formed in 2003,
consists of Messrs. Byrnes, Judell and McFarland. The functions of this
committee are to identify individuals qualified to become Board members, to
recommend Board members to fill vacancies on any committee, to develop and
recommend a code of business conduct and ethics and corporate governance
principles applicable to the Company.

The Audit Committee of the Board of Directors currently consists of Messrs.
McFarland, Byrnes, Fraenkel and Judell. The Audit Committee met five times
during 2002. Its functions are to recommend the appointment of

independent accountants; review the arrangements for and scope of the audit by
independent accountants; review the independence of the independent
accountants; consider the adequacy of the system of internal accounting
controls and review any proposed corrective action; review and monitor the
Company's policies regarding business ethics and conflicts of interests;
discuss with management and the independent accountants the Company's draft
quarterly and annual financial statements, earnings releases and key accounting
and/or reporting matters; and review the activities and recommendations of the
Company's financial staff. See "--Audit Committee Report" below. The Audit
Committee and the Board of Directors have determined that James W. McFarland is
an "Audit Committee Financial Expert" within the meaning of recent Securities
and Exchange Commission regulations.

The Compensation Committee currently consists of Messrs. Brown, Judell,
McFarland and Strauss. The Compensation Committee met once during 2002. The
function of the Compensation Committee is to review the compensation program
for executive officers and to administer the 1986 Stock Option Plan and the
1996 Stock Option Plan.

During 2002 the full Board of Directors met on four occasions. All directors
attended at least 75% of the aggregate total number of meetings held by the
Board of Directors and all committees of the Board on which such director
served.

Audit Committee Report. The Audit Committee of the Board of Directors is
responsible for providing independent, objective oversight of the Company's
accounting functions and internal controls. The Audit Committee is composed of
four directors, Messrs. McFarland, Byrnes, Fraenkel and Judell, each of whom is
independent as defined by the New York Stock Exchange listing standards. The
Audit Committee operates under a written charter approved by the Board of
Directors. After passage of the Sarbanes-Oxley Act of 2002, that charter was
amended to better address some of the issues and requirements of that
legislation. The text of the amended charter appears as Appendix A to this
Proxy Statement.

In carrying out our oversight responsibilities, we have reviewed, and
management has described in reasonable detail to us, the Company's procedures
for identifying, recording and verifying the Company's financial transactions,
including the names, functions and practices of the Company personnel who have
supervisory functions at various levels with respect to those activities.

Management is responsible for the Company's financial reporting process,
including its system of internal controls, and for the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America. We have the responsibility
to select the Company's independent accountants and auditors, who are KPMG LLP.
The Company's independent auditors are responsible for auditing those financial
statements. Our responsibility is to monitor and review these processes. It is
not our duty or our responsibility to conduct auditing or accounting reviews or
procedures. We are not employees of the Company and we may not be, and we may
not represent ourselves to be or to serve as, accountants or auditors.

Our oversight does not provide us with an independent basis to determine
with assurance that management has maintained appropriate accounting and
financial reporting principles or policies, or appropriate internal controls
and procedures designed to assure compliance with accounting standards
generally accepted in the United States and applicable laws and regulations.
Furthermore, our considerations and discussions with management and the
independent accountants do not assure that the Company's financial statements
are presented in accordance with accounting principles generally accepted in
the United States of America, that the audit of our Company's financial
statements has been carried out in accordance with generally accepted auditing
standards or that our Company's independent accountants are in fact
"independent."

In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Company's consolidated financial

statements were prepared with integrity and in accordance with accounting
principles generally accepted in the United States of America, and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent accountants. The Audit Committee also discussed
with the independent accountants the matters required by Statement on Auditing
Standards No. 61 (Communication with Audit Committees). The Audit Committee
received written disclosures from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and the Audit Committee discussed with the independent
accountants that firm's independence. The Audit Committee has determined that
the fees paid by the Company to the auditors for non-audit services (disclosed
elsewhere in the Proxy Statement) would not affect the auditors' independence.

Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the
representations of management and the written report of the independent
accountants on the Company's consolidated financial statements for the
year-ended December 31, 2002, the Audit Committee recommended that the Board of
Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002, to
be filed with the SEC.

THE AUDIT COMMITTEE

JAMES W. McFARLAND, Chairman
WILLIAM G. BYRNES
FRANCIS L. FRAENKEL
HAROLD B. JUDELL

Executive Officers

The following is a listing of the Company's executive officers:

Sidney W. Lassen........................................... 68 See table under "Information Concerning
Chairman of the Board and Directors."
Chief Executive Officer since 1986

Thomas A. Masilla, Jr...................................... 56 See table under "Information Concerning
Vice Chairman of the Board since 1994, President and Directors."
Principal Operating Officer since 1995 and Director since
1986

Charles E. Miller, Jr...................................... 49 Chief Financial Officer of the Company
Chief Financial Officer since 2002 since December 2002; Corporate Controller
and Chief Accounting Officer of Lodgian
Inc. (Hospitality) from 2000 to 2002; Chief
Financial Officer of HQ Global WorkPlaces
Inc. (Executive Suites) from 1997 to 2000;
Vice President of Finance of Equitable Real
Estate prior to 1997.

James W. Brodie............................................ 34 Vice President of the Company since 1991;
Vice President since 1991 and Secretary since 1999 Secretary of the Company since 1999;
Assistant Secretary from 1997 to 1999.

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(1) Unless otherwise stated, each executive officer has held the position
indicated for at least the past five years.

Executive Compensation

Summary Compensation Table. The following table contains information with
respect to the annual and long-term compensation for the years ended December
31, 2002, 2001 and 2000 for the Company's chief executive officer and each
other person who was an executive officer of the Company on December 31, 2002
who received cash compensation in excess of $100,000 during 2002 (the "Named
Officers").

Long Term
Annual Compensation
Compensation Awards
------------------ ---------------- All Other
Name and Principal Position Year Salary Bonus (1) Options/SARs (2) Compensation (3)
--------------------------- ---- -------- --------- ---------------- ----------------

Sidney W. Lassen........................... 2002 $354,000 $75,000 35,000 $35,400
Chairman of the Board and 2001 325,000 75,000 35,000 32,500
Chief Executive Officer 2000 305,000 50,000 35,000 32,500

Thomas A. Masilla, Jr...................... 2002 $275,000 $50,000 25,000 $27,500
Vice Chairman of the Board, 2001 260,000 50,000 25,000 26,000
President and Principal Operating Officer 2000 250,000 40,000 25,000 25,000

James W. Brodie............................ 2002 $193,000 $20,000 17,500 $19,300
Secretary and Vice President 2001 180,000 20,000 15,000 18,000
2000 165,000 20,000 15,000 16,500

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(1) This amount was paid one-half in shares of common stock and one-half in
cash.
(2) These options were granted under the 1996 Stock Option Plan.
(3) These amounts were paid under a nonelective deferred compensation agreement
with each Named Officer, pursuant to which an amount of deferred
compensation was credited annually to a bookkeeping account maintained for
them.

Option Grants. The following table gives information with respect to option
grants made to the Named Officers during 2002. The information regarding
potential realizable value assumes that the price of the Shares will appreciate
at the compounded percentage rate set forth in the table during the entire term
of the option. There can be no assurance that such appreciation will occur.

Individual Grants
---------------------------------------------------------------------------------
Potential Realizable
Percent of Value at Assumed
Number of Total Annual Rates of Stock
Securities Options/SARs Exercise Price Appreciation for
Underlying Granted to of Base Option Term
Options/SARs Employees in Price Expiration ----------------------
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------------ ------------ -------- ---------- -------- --------

Sidney W. Lassen................... 35,000 (1) 22% $9.59 3/12/12 $211,088 $534,940
Chairman of the Board and Chief
Executive Officer

Thomas A. Masilla, Jr.............. 25,000 (2) 16% $9.59 3/12/12 $150,777 $382,100
Vice Chairman of the Board,
President and Principal Operating
Officer
James W. Brodie.................... 17,500 (3) 11% $9.59 3/12/12 $105,544 $267,470
Secretary and Vice President

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(1) Becomes exercisable with respect to 17,500 Shares on March 15, 2003, and
17,500 Shares on March 15, 2004.

(2) Becomes exercisable with respect to 12,500 Shares on March 15, 2003, and
12,500 Shares on March 15, 2004.
(3) Becomes exercisable with respect to 8,750 Shares on March 15, 2003, and
8,750 Shares on March 15, 2004.

Option Exercises and Fiscal Year End Values. No Named Officer exercised
options during 2002. The following table shows information with respect to the
value of unexercised options held by the Named Officers as of December 31,
2002. Valuation calculations for unexercised options are based on the closing
price ($9.29) of a Share on the New York Stock Exchange on December 31, 2002.

Aggregated Options/SAR Exercises with Last Fiscal Year
and FY-End Option/SAR Values

Value of
Unexercised
Number of Unexercised In-The-Money
Options/SARs at Options/SARs at
December 31, 2002 (#) December 31, 2002 ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------

Sidney W. Lassen................................... 227,500/52,500 $106,900/$14,350
Chairman of the Board and Chief Executive Officer

Thomas A. Masilla, Jr.............................. 173,500/37,500 $ 80,750/$10,250
Vice Chairman of the Board,
President and Principal Operating Officer

James W. Brodie.................................... 61,250/25,000 $ 40,469/$ 6,150
Secretary and Vice President

Agreements with Executive Officers. The Company has entered into an
agreement with certain of its executive officers. Each agreement has a two-year
term that is extended automatically each month so that the remaining term of
the agreement is 24 months. Each such officer is entitled to a minimum base
salary under his agreement ($354,000 for Mr. Lassen; $275,000 for Mr. Masilla;
and $193,000 for Mr. Brodie). The board may terminate an agreement at any time
with no further obligation upon a finding that an officer has breached or
neglected his duties, and an officer may resign at any time upon 30 days'
notice. The board may also terminate an agreement at any time without cause; in
that event, or upon death or disability, the officer is entitled to 24 months
continued salary and (except in the case of death or disability) benefits.
Provisions for termination of employment upon a change in control supersede the
agreements' regular termination provisions. "Change in control" is defined,
subject to various qualifications, as the acquisition by a person or group of
beneficial ownership of 25% or more of the Shares; or the election of a member
of the board whose nomination or election was not approved by a majority of the
members of the board who were members of the board on the date of the agreement
or whose election to the board was previously so approved; or a merger or
similar transaction after which the Company's stockholders hold 50% or less of
the voting securities in the resulting entity. If, within 24 months of a change
in control, either the Company terminates an officer's employment for reasons
other than a willful breach of duty that is demonstrably and materially
injurious to the Company or disability, or the officer resigns because of
certain changes in the circumstances of his employment (including the
assignment to the officer of duties inconsistent with his prior position;
reduction in salary; or relocation), the officer is entitled to three times the
sum of (i) his annual salary, (ii) one-half the amount of the bonuses and
nonelective deferred compensation paid or credited to him in the past 24
months, and (iii) the amount the Company would have contributed for the officer
for a year under its defined contribution plan. In addition, the officer is
entitled to a portion of the incentive bonus he would have earned for the year
of termination (proportionate to the part of the year elapsed by termination),
continuation of life and health insurance benefits for up to 36 months, and
reimbursement for out-placement expenses not in excess of $20,000. The
agreements provide that if the receipt of benefits in connection with a change
in control would subject an officer to excise tax under section 280G of

the Code, then the officer will also receive a cash gross-up payment so that he
will realize the same amount net after-tax that he would have realized had the
excise tax not been applicable.

Compensation Committee Report. The Compensation Committee is composed of
four directors, Messrs. Brown, McFarland, Judell and Strauss. The Compensation
Committee believes that the primary goals of the Company's compensation
policies should be as follows:

. To provide total compensation opportunities for executive officers which
are competitive with those provided to persons in similar positions in
companies with which the Company competes for employees.

. To strengthen the mutuality of interest between management and
stockholders through the use of incentive compensation directly related
to corporate performance and through the use of stock-based incentives
that result in increased Share ownership by executive officers.

In furtherance of these policies the Company adopted the agreements with
officers and non-elective deferred compensation agreements which are described
elsewhere in this Proxy Statement. The Company also adopted an Incentive Award
Plan. The Compensation Committee believes that the employment agreements
provide the Company's executive officers with sufficient compensation and
security in their present positions. The non-elective deferred compensation
agreements provide future benefits to the executive officers for retirement.
The Compensation Committee believes that the Incentive Award Plan will align
the interests of the executive officers with those of the stockholders by (i)
basing incentive awards on funds from operations ("FFO") per share, which the
Company and the real estate investment trust industry believe to be an
important measure of the financial performance of a real estate investment
trust, and (ii) paying 50% of each incentive award in Shares. The Incentive
Award Plan also grants the Compensation Committee discretion to make awards
less than those indicated by the Incentive Award Plan's targets if the
Compensation Committee believes that reduction is appropriate. The Compensation
Committee will continue to evaluate the Company's compensation program to
determine whether it is providing the incentives for which it is intended.

The Compensation Committee believes that the main purpose of base
compensation is to provide sufficient compensation to the executive officers of
the Company relative to salary levels for other real estate investment trusts
and the officer's level of responsibility. With respect to Mr. Lassen, the
Company's chief executive officer, the Committee considered a number of factors
in setting the compensation set forth in the agreement with him, the most
important of which were the level of compensation paid to chief executive
officers of other real estate investment trusts relative in size to the Company
and the success of the Company's program instituting operating efficiencies,
controlling costs and increasing rental rates and percentages leased, which was
developed under Mr. Lassen's direction, and the success of the Company in
raising capital during 2002.

In determining compensation to be paid to the executive officers of the
Company other than Mr. Lassen in 2002, the Compensation Committee designed its
compensation policies to align the interests of the executive officers of the
Company with the Company's business strategies. These policies are intended to
reward executives for putting into effect the Company's long-term business
strategies and for enhancing stockholder value, while at the same time
providing sufficient compensation to executives so that the Company can retain
the services of executives whose abilities are critical to the Company's
long-term success.

The Compensation Committee believes that long term stock-based incentive
compensation encourages senior management to operate in a manner consistent
with the interests of the Company's stockholders. In 2002, the Company granted
Mr. Lassen an option to purchase 35,000 Shares, Mr. Masilla an option to
purchase 25,000 Shares, Mr. Brodie an option to purchase 17,500 Shares and Mr.
Miller an option to purchase 3,000 Shares.

The Compensation Committee administers an Incentive Award Plan adopted by
the Company in 1994. The purpose of the Plan is to reward eligible officers of
the Company on the basis of their contribution to the Company. During 2002,
management was able to recapitalize the Company thereby positioning the Company
for future growth. The Committee recognized the efforts of management in
maintaining retail and apartment

occupancy in a challenging economic environment. The Compensation Committee
also considered a significant growth in the Company's real estate development
capabilities, evidenced by the commencement of construction in 2002 of two
major apartment developments--Governor Gate Phase II in Pensacola, Florida and
Greenbrier Estates in Slidell, Louisiana. The Committee recognized that, during
the initial development and construction period, the substantial capital
investment is non-income producing, but the capability and effort of management
in undertaking these projects deserved recognition in the opinion of the
Committee. Management is also undertaking an important upgrading and partial
redesign of the Company's apartment properties in Mobile, Alabama, which also
results in partial deferral of the returns on the new investment. Moreover, the
effects of the September 11, 2001 terrorist attacks resulted in sharp increases
in certain costs, such as insurance, which were an unavoidable factor in the
Company's 2002 financial performance. Considering all of the above factors,
among others, the Compensation Committee granted bonuses to executive officers
totaling $145,000 (paid one-half in cash and one-half in shares of common stock
of the Company).

J. TERRELL BROWN, Chairman
JAMES W. McFARLAND
HAROLD B. JUDELL
THEODORE H. STRAUSS
Members of the Compensation Committee

This Compensation Committee Report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement and any portion thereof into any filing under the Securities Act of
1933, as amended or under the Exchange Act and shall not otherwise be deemed
filed under such acts.

Performance Comparison

Set forth below is a line graph comparing the percentage change in the
cumulative total return to stockholders on the Shares over the five years ended
December 31, 2002 against the cumulative total return of a Peer Group of
diversified real estate investment trusts, the Standard & Poor's 500, the
Wilshire REIT Index and the Wilshire RE Securities Index. The companies
contained in the Peer Group are listed in the footnote below.

[CHART]

Period Ending

Sizeler Wilshire Wilshire Sizeler
Property Real Estate REIT Custom
Index Investors, Inc. S&P 500 Securities Index Index Peer Group/1/
12/31/97 100 100 100 100 100
12/31/98 91.32 128.55 82.57 82.99 99.03
12/31/99 93.89 155.60 79.94 80.85 92.33
12/31/00 89.95 141.42 104.51 105.95 124.67
12/31/01 129.01 124.63 115.44 119.04 140.22
12/31/02 145.87 96.95 118.51 123.30 156.33

Period Ending
-----------------------------------------------------
Index 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
----- -------- -------- -------- -------- -------- --------

The Company.................. 100 91.32 93.89 89.95 129.01 145.87
S&P 500...................... 100 128.55 155.60 141.42 124.63 96.95
Wilshire RE Securities Index. 100 82.57 79.94 104.51 115.44 118.51
Wilshire REIT Index.......... 100 82.99 80.85 105.95 119.04 123.30
Sizeler Custom Peer Group (1) 100 99.03 92.33 124.67 140.22 156.33

--------
(1) The Peer Group consists of the following companies in addition to the
Company: BNP Properties, BRT Realty Trust, Colonial Properties Trust,
Cousins Properties Incorporated, Duke Realty Corporation, EastGroup
Properties, Inc., EQK Realty Investors (data through Sept. 11, 2000),
Glenborough Realty Trust, Inc., HMG/Courtland Properties, Inc., Income
Opportunity Realty Investors, Inc., Kramont Realty Trust, Lexington
Corporate Properties Trust, MGI Properties (data through Sept. 27, 2000),
Property Capital Trust (data through June 4, 1999), Presidential Realty
Corporation, Pennsylvania Real Estate Investment Trust, Pittsburgh & West
Virginia Railroad, Transcontinental Realty Investors, and Washington Real
Estate Investment Trust.

Directors' Fees

Directors who are also executive officers of the Company are not separately
compensated for their services as directors. Directors who are not executive
officers are compensated in accordance with the Company's 1994 Directors' Stock
Ownership Plan (the "Directors' Plan"). The Directors' Plan provides for a
stock award of 2,000 Shares to be made to each director annually on the first
business day following January 15. A director may elect to be paid a cash
substitute rather than all or part of an annual stock award. The cash
substitute will equal 90% of the value of the Shares for which the director
elects the cash substitute. Directors are also paid a meeting fee of $1,000 per
board meeting and $500 per committee meeting. In addition, directors who are
not also employees of the Company were granted an option to purchase 5,000
Shares on March 15, 2002 for a purchase price of $9.59 per Share pursuant to
the 1996 Stock Option Plan.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on its review of reports filed pursuant to Section 16(a) of the
Exchange Act or written representations from directors and executive officers
required to file such reports, the Company believes that all such filings
required of its executive officers and directors were timely made.

Certain Transactions and Relationships

The Company holds its interest in the Westland Shopping Center pursuant to a
long term ground lease with Westland Shopping Center LLC (the "LLC"), expiring
on December 31, 2046. The LLC is owned by an entity of which an officer and
director and his wife and her brother and brother's wife own interests. The
Company was charged ground rent of $65,000 in 2002, $61,000 in 2001 and $55,000
in 2000.

The Company leases approximately 14,000 square feet at the Westland Shopping
Center to Sizeler Realty. Under this lease, Sizeler Realty paid annual rent,
including expense reimbursements, of $111,000 in 2002, $105,300 in 2001 and
$103,000 in 2000. The Sizeler Real Estate Management Co., Inc., a wholly-owned
subsidiary of the Company has accrued expenses for reimbursement to Sizeler
Realty for approximately $111,000 of these expenses in 2002. The lease expires
January 31, 2007 and the lease provides for one remaining five-year renewal
option.

In March 1991, the Company purchased a one-half interest in the Southwood
Shopping Center, a 40,000 square foot community shopping center in Gretna,
Louisiana, from Sizeler Realty Co. (LaPalco), Inc. ("LaPalco"), a wholly-owned
subsidiary of Sizeler Realty, for $900,000. The Southwood Shopping Center is
subject to a ground lease from an entity in which Sidney W. Lassen and his
wife, and I. William Sizeler, Mrs. Lassen's brother, and his wife own
interests. The ground lease's term runs through March 31, 2031. The rent under
the ground lease is 50% of cash flow (after debt service and certain other
adjustments described below) up to a maximum of $225,000 and in the event the
rental payment shall reach $225,000 in any year, it shall remain fixed at
$225,000 for each year thereafter. Ground rent of $27,000 was paid in 2002. The
Company and LaPalco each contributed their one-half interests in the Southwood
Shopping Center to a partnership. Under the terms of the partnership agreement,
the Company is to receive a preferential return equal to 11.25% of (i) its
initial contributions to the partnership (valued at $900,000) plus (ii) any
subsequent contributions less (iii) any distributions to the Company from sums
available from sale or refinancing. Profit and loss allocations after this
preferential allocation and the distribution of a like sum to LaPalco will be
based on respective ownership interests. Payments of rent under the ground
lease are subordinate to payment of the Company's preferential return. LaPalco
is the primary obligor on a mortgage note payable with a principal balance of
approximately $952,000 on December 31, 2002 and maturing in September 2004,
secured by the Southwood Shopping Center guaranteed by Sizeler Realty, which
LaPalco was obligated to satisfy out of its partnership distributions or other
sources. In the event of a sale of the Southwood Shopping Center, proceeds
would be distributed as follows: first, to the Company in the amount of any
unpaid preferential return plus the amount of its contributions; second, to
LaPalco in an amount equal to the greater of the amount distributed to the
Company or the amount of financing still outstanding; and finally, to the
partners in accordance with their respective interests.

The Company through wholly-owned subsidiaries, owns its interests in
Southland Mall, North Shore Square Mall, Gonzales Plaza, Hammond Square Mall,
Westgate Shopping Center, Westland Shopping Center, Airline Park Shopping
Center, Azalea Gardens Shopping Center, Colonial Shopping Center, Steeplechase
Apartments, Garden Lane Apartments, Georgian Apartments, Colonial Manor
Apartments, Magnolia Place Apartments, Governors Gate Apartments and
developable land through limited liability companies or partnerships in which
the Company has a 99% interest and its partner has a 1% interest. In each case,
its partner is a wholly-owned subsidiary of Sizeler Realty.

Equity Compensation Plans

The following table sets forth the securities authorized for issuance under
the Company's equity compensation plans as of December 31, 2002. All of the
equity compensation plans have been approved by the Company's stockholders.

Number of
securities
Number of remaining
securities to available for
be issued Weighted-average future issuance
upon exercise exercise price of under equity
of outstanding outstanding compensation
options options plans
-------------- ----------------- ---------------

Equity compensation plans approved by security holders 906,943 $9.52 1,288,404 (1)

--------
(1) Includes 1,100,000 shares remaining under the Company's 1996 Stock Option
Plan, as amended and 188,404 shares remaining under the Company's 1994
Incentive Award Plan.

2. PROPOSAL TO AMEND THE SIZELER PROPERTY
INVESTORS, INC. 1996 STOCK OPTION PLAN

At the Meeting, the stockholders will be asked to vote on a proposal to
approve the amendments to the 1996 Stock Option Plan. The approval of the
amendments to the 1996 Stock Option Plan requires the affirmative vote of a
majority of votes cast on the proposal, provided that the total vote cast on
the proposal represents over 50% in interest of all securities entitled to vote
on the proposal. The directors recommend a vote FOR adoption of the amendments
to the 1996 Stock Option Plan. Unless otherwise instructed, proxies will be
voted FOR adoption of the amendments to the 1996 Stock Option Plan.

As stated in the report of the Compensation Committee of the Board of
Directors which is presented elsewhere in the Proxy Statement, the Compensation
Committee continuously evaluates the Company's compensation program to
determine whether it is providing the incentives for which it is intended.
Early in 2003, the Compensation Committee and the Board of Directors evaluated
the compensation program with the assistance of an independent compensation
consultant. Because the Company normally distributes to stockholders as
dividends a total sum exceeding its net income and constituting a substantial
portion of its income from operations less interest expense, the Company's use
of stock options has very limited potential for the option recipients. The
Compensation Committee concluded that, in the foreseeable future, the Company,
its employees and its shareholders would be better served if the Committee
could choose the specific type of equity-based grant or award from a number of
available alternatives.

Accordingly, the Board has approved an amendment to the 1996 Stock Option
Plan to provide for other types of benefits. If the amendment is approved by
stockholders, the Compensation Committee does not intend to grant stock options
to employees in 2003, but will consider awarding other benefits such as
restricted stock under the amended plan. In the succeeding years, the
Compensation Committee will consider what it concludes to be the most effective
equity-based alternatives available to it under stockholder-approved plans.

Appendix B to this Proxy Statement sets forth the text of the 1996 Stock
Option Plan, as amended. The following description of the 1996 Stock Option
Plan contains summaries of certain provisions of the 1996 Stock Option Plan and
is qualified in its entirety by reference to the 1996 Stock Option Plan itself.

Summary of the 1996 Stock Option Plan, as Amended. The amendment to the
1996 Stock Option Plan that is subject to stockholder ratification restates the
plan in its entirety and renames the plan the "Sizeler Property Investors, Inc.
1996 Stock Option and Incentive Plan." The amendment extends the term of the
1996 Stock Option Plan, which would have originally expired on February 1,
2006, to December 31, 2013.

Before amendment, the 1996 Stock Option Plan authorized the grant to
employees and directors of options to purchase Shares. As amended subject to
stockholder ratification, the 1996 Stock Option Plan also provides for grants
to employees of restricted stock, deferred stock, performance shares, stock
bonuses, and Shares in place of cash compensation (collectively, "Awards").

The Board has determined to amend the 1996 Stock Option Plan to broaden the
types of Awards that may be granted by the Committee to enable the Committee to
better promote the goals of the Company's compensation policies and programs.

Shares Available for Awards; Limits on Awards. The 1996 Stock Option Plan
authorizes the issuance of up to 1,800,000 Shares pursuant to Awards granted to
employees and directors of the Company. The amendment subject to stockholder
ratification does not increase the number of Shares which were available prior
to the amendment. Shares issued pursuant to the 1996 Stock Option Plan may be
either newly issued Shares, or, at the Committee's discretion, Shares purchased
in open market or privately negotiated transactions from third parties, or a
combination of those sources.

The 1996 Stock Option Plan, as amended subject to stockholder ratification,
imposes additional limits on the number of Shares that may be subject to
certain Awards. During any calendar year the maximum number of Shares with
respect to which Option Awards may be granted to any one employee may not
exceed 50,000 Shares. The maximum number of Shares with respect to which Awards
of Restricted Stock, Performance Shares, Deferred Stock, stock bonuses, and
Shares in place of cash compensation may be granted to any one employee in any
calendar year is 25,000 Shares. The aggregate number of Shares subject to
Awards of restricted Shares, deferred Shares, and other Awards based on the
full value of Shares may not exceed 900,000 over the term of the Plan.

The Committee is authorized to adjust the limits described in the two
preceding paragraphs and is authorized to adjust outstanding Awards (including
adjustments to exercise prices of options and other affected terms of Awards)
in the event that a recapitalization, forward or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, share exchange, or
other similar corporate transaction or event affects the Shares.

Eligibility. The employees of the Company and its subsidiaries are eligible
to receive all types of Awards available under the 1996 Stock Option Plan, as
amended subject to stockholder ratification. The only types of Award available
for directors of the Company who are not employees are options.

Administration. The Compensation Committee of the Board has been appointed
as the Committee for the 1996 Stock Option Plan. The Committee is authorized to
select employees and directors to receive Awards, determine the type and number
of Awards to be granted and the number of Shares to which Awards will relate,
specify times at which Awards may be exercised or settled and risks of
forfeiture and conditions on Awards (for example, performance conditions or the
performance of future services), set other terms and conditions of Awards,
prescribe forms of Award agreements, interpret and specify rules and
regulations relating to the 1996 Stock Option Plan, and make all other
determinations necessary or advisable for the administration of the 1996 Stock
Option Plan.

Non-Employee Director Options. Under the 1996 Stock Option Plan, the
Committee determines, in its discretion, the non-employee directors who are to
receive options, the number of Shares that may be issued under such options,
and when such options shall be granted, subject to three limits. The first
limit is that the maximum number of Shares with respect to which options may be
granted to any one non-employee director during a calendar year is 10,000. The
total number of Shares with respect to which options may be granted to any one
non-employee director during the term of the Plan is 60,000, and the aggregate
number of Shares with respect to which options may be granted to non-employee
directors as a group is 500,000. The exercise price for options granted to
non-employee directors is the average of the high and low sales price for a
Share on the Exchange (the "Fair Market Value") on the date of grant. Such
options are exercisable in full six months after the date of grant and expire
ten years after the date of grant or, if earlier, at a time set by the
Committee that is no longer than five years after the termination of the
optionee's service with the Company. Options granted to non-employee directors
are non-qualified options, that is, options that are not incentive stock
options under section 422 of the Code.

Stock Options for Employees. The Committee is authorized to grant stock
options (both incentive stock options ("ISOs") under section 422 of the Code
and options that are not ISOs) to employees. The exercise price per Share
subject to an option is determined by the Committee, but may not be less than
the Fair Market Value of a Share on the date of grant. The maximum term of each
option granted to an employee, the times at which each option will be
exercisable, generally are fixed by the Committee, except that no option may
have a term exceeding ten years. Unvested options are forfeited upon
termination of employment other than by reason of death, disability, or
retirement, and vested options will expire after termination of employment at a
time set by the Committee that is no longer than five years after the
termination. Options may be exercised by payment of the exercise price in cash
or Shares having a Fair Market Value equal to the exercise price.

Restricted and Deferred Stock. Under the 1996 Stock Option Plan as amended
subject to stockholder ratification, the Committee is authorized to grant to
employees restricted stock and deferred stock. Restricted stock is a grant of
Shares that may not be sold or disposed of, and that may be forfeited in the
event of certain terminations of employment before, the end of a restricted
period specified by the Committee, which shall generally not be shorter than
three years. An employee granted restricted stock generally has all of the
rights of a stockholder of the Company. An award of deferred stock confers upon
an employee the right to receive Shares or their value in cash at the end of a
specified deferral period, subject to possible forfeiture of the award in the
event of certain terminations of employment before the end of the deferral
period. Before the end of the deferred period, an award of deferred stock
carries no voting or dividend rights or other rights associated with share
ownership, although dividend equivalents may be granted. Restricted and
deferred stock may, in the discretion of the Committee, be made subject to
additional risks of forfeiture, such as failure to achieve performance goals,
and the Committee may subject restricted stock to transfer limitations after
the expiration of the restricted period.

Bonus Stock and Awards in Place of Cash Compensation. Under the 1996 Stock
Option Plan as amended subject to stockholder ratification, the Committee is
authorized to grant Shares as bonuses to employees free of restrictions, and to
grant Shares in place of cash compensation to which an employee would otherwise
be entitled.

Performance Shares. Under the 1996 Stock Option Plan as amended subject to
stockholder ratification the Committee is authorized to grant Performance
Shares, which represent a conditional right to receive Shares upon achievement
of certain preestablished performance goals or subjective individual goals. The
Committee will determine performance award terms, including the required levels
of performance with respect to specified business criteria, the corresponding
amounts payable upon achievement of such levels of performance and termination
and forfeiture provisions.

Other Terms of Awards. Under the 1996 Stock Option Plan as amended subject
to stockholder ratification, the Committee may require or permit participants
to defer the settlement of all or part of an Award in accordance with such
terms and conditions as the Committee may establish. The Committee may
condition any payment

relating to an Award on the withholding of taxes and may provide that a portion
of any Shares to be distributed will be withheld (or previously acquired Shares
may be surrendered by the participant) to satisfy withholding tax obligations.
Awards granted under the 1996 Stock Option Plan generally may not be sold,
assigned, or transferred.

Acceleration of Vesting; Change in Control. Upon a change in control as
defined in the 1996 Stock Option Plan, all outstanding awards become fully
vested and conditions on exercisability lapse.

For purposes of the 1996 Stock Option Plan, the term "change in control"
includes the acquisition of at least 25 percent of the voting power of Shares
by a person or group, the election of a director without the approval of a
majority of directors whose election was previously so approved, or a merger
after which the Company's stockholders do not have at least 50 percent voting
control of the survivor.

Amendment and Termination. Under the 1996 Stock Option Plan as amended
subject to stockholder ratification, the Board of Directors may amend or
terminate the plan without further stockholder approval, except stockholder
approval must be obtained for any amendment if the amendment would materially
increase the number of Shares issuable under the plan or decrease the minimum
exercise price for options. The Committee may amend Awards, provided, however,
that stockholder approval is required for any amendment that would extend the
term of an option, reduce the exercise price of an option, or allow an option
to be cancelled in exchange for an option with a lower exercise price.

Federal Income Tax Consequences. A participant granted an option that is
not an incentive option (a "non-qualified stock option") will not recognize
income for federal income tax purposes upon the grant of the option but will,
upon the exercise of the option, recognize ordinary income equal to the amount
by which the fair market value of the Shares acquired through the exercise of
the option exceeds the exercise price of the option.

When a participant exercises a non-qualified option, the Company is entitled
to a deduction for federal income tax purposes equal to the amount of income
recognized by the participant upon the exercise of the option, provided any
federal income tax withholding requirements are satisfied.

An employee granted an incentive stock option under section 422 of the Code
will not recognize income for federal income tax purposes upon the grant or
exercise of the option. However, the amount by which the fair market value of
the Shares acquired through the exercise of the incentive stock option exceeds
the exercise price of the option is an item of tax preference for the purpose
of computing the employee's alternative minimum taxable income for the year of
exercise.

The Company is not entitled to a deduction for federal income tax purposes
in connection with the grant or exercise of an incentive stock option. However,
if within one year of an employee's acquisition of Shares through the exercise
of an incentive stock option the employee disposes of the Shares, the employee
will recognize ordinary income and the Company will be entitled to a deduction
in the year of the disposition equal to the amount by which the fair market
value of the Shares on the date of exercise (or, in certain cases, if lower,
the amount of the proceeds of the disposition) exceeds the exercise price of
the option.

A participant's basis for determining capital gain or loss on the sale or
exchange of Shares acquired through the exercise of an option will be, in the
case of a non-qualified option, the exercise price of the option plus any
ordinary income recognized upon the exercise of the option, or, in the case of
an incentive stock option, the exercise price of the option plus, if the sale
or exchange occurs within one year of the employee's acquisition of the Shares,
any ordinary income recognized on the sale or exchange.

The Company may not deduct compensation of more than $1,000,000 that is paid
in one taxable year to an individual who is, on the last day of the year, the
chief executive officer or one of its four other highest paid officers. The
deduction limit, however, does not apply to certain types of performance-based
compensation. The

Company believes that compensation attributable to options granted under the
1996 Stock Option Plan will be treated as qualified performance-based
compensation and thus will not be subject to the deduction limit. Compensation
attributable to other Awards will not be treated as qualified performance-based
compensation and will be subject to the deduction limit.

3. OTHER MATTERS

The directors know of no business to be brought before the Meeting other
than as set forth above. If, however, any other business should properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxies in accordance with their best judgment on
such matters.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The Board of Directors has appointed KPMG LLP, independent public
accountants, to act as auditors for the fiscal year ending December 31, 2003.
KPMG LLP has audited the books of the Company since 1995. A representative of
KPMG LLP is expected to be present at the Meeting and will have an opportunity
to make a statement, if he so desires, and will be available to respond to
appropriate questions.

During the fiscal year ending December 31, 2002, KPMG LLP provided various
audit and non-audit services to the Company as follows:

Audit Fees. The aggregate fees billed to the Company by KPMG LLP during the
fiscal year 2002 for the audit of the Company's annual financial statements and
the review of those financial statements in the Company's quarterly reports on
Form 10-Q totaled $75,000.

Financial Information Systems Design and Implementation Fees. Our
independent auditors did not render information technology services to us
during the fiscal year ending December 31, 2002.

All Other Fees. The aggregate fees billed by our independent auditors for
professional services rendered to us during fiscal year 2002, other than the
audit services referred to above, were approximately $25,000 for tax
preparation, $14,125 for tax consulting services and $31,000 for fees related
to review of the Company's registration statements filed with the Securities
and Exchange Commission.

The Audit Committee of the Board of Directors has considered whether
provision of the services described above is compatible with maintaining the
independent accountants' independence and has determined that such services
have not adversely affected KPMG LLP's independence.

STOCKHOLDER PROPOSALS FOR THE 2004
ANNUAL MEETING OF STOCKHOLDERS

Proposals in Company's Proxy Statement

Stockholder proposals submitted for inclusion as a stockholder proposal in
the Company's proxy materials for the 2004 Annual Meeting of Stockholders must
be received by the Company at its office at 2542 Williams Boulevard, Kenner,
Louisiana 70062 no later than December 10, 2003.

Proposals to be Introduced at the 2004 Annual Meeting

For any stockholder proposal to be presented in connection with the 2004
Annual Meeting of Stockholders, including any proposal relating to the
nomination of a director to be elected to the Board of Directors of the
Company, a stockholder must give timely written notice thereof in writing to
the Company's Chairman of the Board in compliance with the advance notice and
eligibility requirements contained in the Company's Bylaws. To be timely, a
stockholder's notice must be delivered to the Chairman of the Board at the
principal executive offices of the Company not less than 90 days nor more than
120 days prior to the first anniversary of the date of mailing of the notice
for the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the 120th day prior to the date
of mailing of the notice for such annual meeting and not later than the close
of business on the later of the 90th day prior to the date of mailing of the
notice for such annual meeting or the 10th day following the day on which
public announcement of the date of mailing of the notice for such meeting is
first made. The notice must contain specified information about each nominee or
the proposed business and the stockholder making the nomination or proposal.

Under the Company's Bylaws, based upon an initial mailing date of April 9,
2003, for this Proxy Statement, a qualified stockholder intending to introduce
a proposal or nominate a director at the 2004 Annual Meeting of Stockholders
but not intending the proposal to be included in the Company's proxy materials
should give written notice to the Company's Chairman of the Board not later
than January 9, 2004 and not earlier than December 10, 2003.

The advance notice provisions in the Company's Bylaws also provide that in
the case of a special meeting of stockholders called for the purpose of
electing one or more directors, a stockholder may nominate a person or persons
(as the case may be) for election to such position if the stockholder's notice
is delivered to the Secretary at the principal executive offices of the Company
not earlier than the 90th day prior to the special meeting and not later than
the close of business on the later of the 60th day prior to the special meeting
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

The specific requirements of the advance notice and eligibility provisions
with respect to the Company, are set forth in Article II, Section 9, 11 and 12
of the Bylaws, a copy of which is available upon request. Such requests and any
stockholder proposals should be sent to the Chairman of the Board of the
Company at 2542 Williams Boulevard, Kenner, Louisiana 70062.

By Order of the Board of Directors

/s/ Thomas A. Masilla, Jr.
THOMAS A. MASILLA, JR.
President

Kenner, Louisiana

Appendix A

AUDIT COMMITTEE CHARTER
FOR SIZELER PROPERTY INVESTORS

Purpose of Committee

The purpose of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of Sizeler Property Investors, Inc. (the "Company") is
to (a) assist the Board with oversight of (i) the integrity of the Company's
financial statements, (ii) the Company's compliance with legal and regulatory
requirements, (iii) the Company's independent auditor's qualifications and
independence, and (iv) the performance of the Company's internal audit function
(or other personnel responsible for the internal audit function) and
independent auditors; and (b) prepare the report that U.S. Securities and
Exchange Commission rules require be included in the Company's annual proxy
statement.

The function of the Committee is oversight. It is not the Committee's
responsibility to certify the Company's financial statements or to guarantee
the report of the independent auditor. The Company's management is responsible
for (i) preparation, presentation and integrity of the Company's financial
statements, (ii) maintenance of appropriate accounting and financial reporting
principles and policies, and (iii) maintenance of internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent auditor is responsible for
planning and carrying out a proper audit and reviews. In fulfilling their
responsibilities hereunder, it is recognized that members of the Committee are
not full-time employees of the Company. As such, it is not the duty or
responsibility of the Committee or its members to conduct auditing or
accounting reviews or procedures, except to the extent described below under
"Performance Evaluations". Each member of the Committee shall be entitled to
rely on (i) the integrity of those persons and organizations within and outside
the Company from which it receives information and (ii) the accuracy of the
financial and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Company's Board). In addition, the evaluation of the Company's
financial statements by the Committee is not of the same scope as, and does not
involve the extent of detail as, audits performed by the independent auditor,
nor does the Committee's evaluation substitute for the responsibilities of the
Company's management for preparing, or the independent auditor for auditing,
the financial statements.

Committee Duties and Responsibilities

The duties and responsibilities of the Committee are to:

1. Retain and terminate the Company's independent auditors. The Committee
shall have the sole authority to approve and/or pre-approve all audit
engagement fees and terms, as well as all significant non-audit
engagements with the independent auditor. The Committee need not
pre-approve non-audit services that fall within the "De Minimis
Exception" set forth in Section 10A(i)(1)(B) of the Securities and
Exchange Act of 1934.

2. At least annually, obtain and review a report by the independent auditor
describing: the independent auditor's internal quality-control
procedures; any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditor, or
by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the independent auditor, and any steps
taken to deal with any such issues; and (to assess the auditor's
independence) all relationships between the independent auditor and the
Company. After reviewing the foregoing report and the independent
auditor's work throughout the year, the Committee shall evaluate the
auditor's qualifications, performance and independence. This evaluation
shall include the review and evaluation of the lead partner of the
independent auditor and the appropriateness of rotating the audit firm
itself. In making its evaluation, the Committee shall take

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into account the opinions of management and the Company's internal
auditors (or other personnel responsible for the internal audit
function). The Committee shall present its conclusions with respect to
the independent auditor to the full Board.

3. Discuss the annual audited financial statements and quarterly financial
statements with management and the independent auditor, including the
Company's disclosures under "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

4. Discuss earnings press releases, as well as financial information and
earnings guidance provided to analysts and rating agencies. This
discussion may be done generally (i.e., discussion of the types of
information to be disclosed and the type of presentation to be made).
The Committee is not required to discuss in advance each earnings press
release or each instance in which the Company provides earnings guidance.

5. As appropriate, obtain advice and assistance from outside legal,
accounting or other advisors.

6. Discuss policies with respect to risk assessment and risk management.
While it is the job of the chief executive officer and senior management
to assess and manage the Company's exposure to risk, the Committee must
discuss guidelines and policies to govern the process by which this is
handled. The Committee should discuss the Company's major financial risk
exposures and the steps management has taken to monitor and control such
exposures.

7. Periodically meet separately with management, with internal auditors (or
other personnel responsible for the internal audit function), and with
independent auditors.

8. Review with the independent auditor any audit problems or difficulties
and management's response. The Committee must regularly review with
independent auditor any difficulties the auditor encountered in the
course of the audit work, including any restrictions on the scope of the
independent auditor's activities or on access to requested information,
and any significant disagreements with management. The review should
also include discussion of the responsibilities, budget and staffing of
the Company's internal audit function (if applicable).

9. Set clear hiring policies for the hiring by the Company of employees of
the independent auditors or former employees of the independent auditors.

10. Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company, regarding accounting, internal
accounting controls, or auditing matters; (ii) the confidential
submission by employees of the Company of concerns regarding
questionable accounting or auditing matters; and (iii) establish code of
ethics for senior financial officers

11. Report regularly to the Board. The Committee should review with the full
Board any issues that arise with respect to the quality or integrity of
the Company's financial statements, the Company's compliance with legal
or regulatory requirements, the performance and independence of the
Company's independent auditors, or the performance of the internal audit
function (or other personnel responsible for the internal audit
function).

Committee Membership

The Committee shall consist of at least three members of the Board, each of
whom is, in the business judgment of the Board, "independent" under Section
10A(m)(3) of the Securities Exchange Act of 1934, the rules of the New York
Stock Exchange and any other securities exchange on which the Company's
securities are listed. Each member of the Committee shall be financially
literate (or shall become so within a reasonable period of time after
appointment to the Committee), and at least one member of the Committee shall
have "accounting or related financial management expertise" as such
qualifications are interpreted by the Board in its business judgment, and
qualify as an "audit committee financial expert" as defined by the U.S.
Securities and Exchange Commission. No Committee member may serve on the audit
committees of more than two other public

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companies, unless the Company's Board has determined that such service will not
impair the effectiveness of the member's service on the Committee.

The members of the Committee shall be appointed by the Board, and shall
serve at the pleasure of the Board for such term or terms as the Board may
determine.

The compensation to be paid by the Company to any Committee member must
consist solely of director's fees; provided, however, that pension or other
deferred compensation that is not contingent on future service to the Company
will not be deemed to violate this requirement.

Committee Structure and Operations

A majority of the Committee shall constitute a quorum. The Board shall
designate a member of the Committee as its chairperson. The Committee may act
by a majority of the members present at a meeting of the Committee. In the
event of a tie vote on any issue, the chairperson's vote shall decide the
issue. The Committee shall meet in person or telephonically at least four
times/1/ a year at a time and place determined by the Committee chairperson,
with further meetings to occur when deemed necessary or desirable by the
Committee or its chairperson. The Committee may delegate some or all of its
duties to a subcommittee comprising one or more members of the Committee. The
Committee may ask members of management or others whose advice and counsel are
relevant to the issues then being considered by the Committee to attend any
meetings and to provide such pertinent information as the Committee may request.

Performance Evaluation

The Committee shall review the adequacy of this charter and evaluate its
performance hereunder at lease annually and present such report to the full
Board. Such report shall include any recommended changes to this charter. The
Board shall also review and approve this charter at least annually.

While the fundamental responsibility for the Company's financial statements
and disclosures rests with management and the independent auditor, the
Committee shall review: (i) major issues regarding accounting principles, and
financial statements presentations, including any significant changes in the
Company's selection or application of accounting principles, and major issues
as to the adequacy of the Company's internal controls and any special audit
steps adopted in light of material control deficiencies; (ii) analyses prepared
by management and/or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of
using alternative methods under generally accepted accounting principles
("GAAP") on the financial statements; (iii) the effect of regulatory and
accounting initiatives, as well as off-balance sheet structures, on the
financial statements of the Company; and (iv) earnings press releases (paying
particular attention to any use of "pro forma," or "adjusted" non-GAAP,
information), as well as financial information and earnings guidance provided
to analysts and rating agencies.

Resources and Authority of the Committee

In discharging its oversight responsibilities, the Committee shall have
unrestricted access to the Company's management, books and records and the
authority to retain outside counsel, accountants or other consultants in the
Committee's sole discretion. The Committee may direct any officer of the
Company, the independent auditor and/or the Company's internal audit staff (or
other personnel responsible for the internal audit function) to inquire into
and report to the Committee on any matter.

--------
(1) In determining the number of times the Committee should meet each year,
consideration should be given to the number of times the Committee is
required to meet to review the Company's earnings prior to public release.

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Nothing contained in this charter is intended to, or should be construed as,
creating any responsibility or liability of the members of the Committee except
to the extent otherwise provided under applicable Maryland law which shall
continue to set the legal standard for the conduct of the members of the
Committee.

Adopted February 7, 2003

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APPENDIX B

SIZELER PROPERTY INVESTORS, INC.
1996 STOCK OPTION AND INCENTIVE PLAN

ARTICLE 1

PURPOSE AND DURATION

1.1 Introduction. Sizeler Property Investors, Inc., (the "Company")
adopted the 1996 Stock Option Plan, effective February 1, 1996, and amended the
plan from time to time. The Company further amends, restates, and renames the
plan by the adoption of this document, effective March 24, 2003, subject to the
approval of the Company's stockholders. As renamed, the plan shall be known as
the Sizeler Property Investors, Inc. 1996 Stock Option and Incentive Plan (the
"Plan").

Before this amendment, the Plan provided for the grant of stock options to
the Company's employees and directors and would have expired on February 1,
2006. This amendment, among other things, allows the Company to grant other
stock-based awards to employees and extends the term of the Plan (except with
respect to the grant of Incentive Stock Options).

1.2 Purpose of the Plan. The purpose of the Plan is to advance the
profitability and success of the Company by strengthening the Company's ability
to attract and retain highly qualified employees and directors and linking
their interests with those of the Company and its stockholders.

1.3 Duration of the Plan. The Plan took effect on February 1, 1996, and,
as amended by the adoption of this document shall remain in effect, subject to
the right of the Board of Directors to amend or terminate the Plan, until all
Shares subject to the Plan shall have been purchased or acquired according to
the Plan's provisions. However, no Award may be granted under the Plan after
December 31, 2013, and no Incentive Stock Option may be granted under the Plan
after January 31, 2006.

ARTICLE 2

DEFINITIONS

As used in this Plan,

2.1 "Award" means a grant under this Plan of Options, Restricted Stock,
Deferred Stock, Performance Shares, Bonus Stock, or Stock in Place of Cash
Compensation. "Awards" shall include Options granted before the effective date
of this amendment.

2.2 "Award Agreement" means an agreement entered into by the Company and a
Participant establishing the terms of an Award in addition to those established
by the Plan and the Committee's exercise of its powers.

2.3 "Board" or "Board of Directors" means the Board of Directors of the
Company.

2.4 "Bonus Stock" has the meaning given in ARTICLE 10.

2.5 "Change in Control" has the meaning given in Section 14.1.

2.6 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.7 "Committee" means a committee designated by the Board to administer the
Plan. The Committee shall consist of at least two directors, and each member of
the Committee shall be (a) a "non-employee director"

B-1

within the meaning of Rule 16b-3 under the Exchange Act, and (b) an "outside
director" within the meaning of section 162(m) of the Code.

2.8 "Common Stock" shall mean the common stock, par value $0.01 per Share,
of the Company.

2.9 "Deferred Stock Unit" has the meaning given in ARTICLE 8.

2.10 "Director" means a member of the Board of Directors of the Company.

2.11 "Disability" means (a) long-term disability as defined under the
Company's long-term disability plan covering the individual in question, or (b)
if the individual is not covered by such a long-term disability plan,
disability as defined for purposes eligibility for a disability award under the
Social Security Act.

2.12 "Effective Date" means the effective date of the Plan, which is
February 1, 1996. The effective date of this amendment of the Plan is March 24,
2003.

2.13 "Employee" means any officer or employee who is employed by the
Company or a Subsidiary.

2.14 "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

2.15 "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to an Option.

2.16 "Fair Market Value" of a Share on any date means the average of the
high and low sales prices of a Share if the Company's Common Stock is listed on
an exchange or the average between the bid and the asked price for that date if
the Shares are traded over-the-counter (or, if no such Shares were publicly
traded on that date, the next preceding date that such Shares were so traded),
all as published in The Wall Street Journal or in any other publication
selected by the Committee; provided, however, that if Shares shall not have
been publicly traded for more than ten days immediately preceding such date,
then the Fair Market Value of a Share shall be determined by the Committee in
such manner as it may deem appropriate.

2.17 "Incentive Stock Option" means an Option that is designated as an
Incentive Stock Option and is intended to meet the requirements of Code section
422.

2.18 "Nonstatutory Stock Option" means an Option that is not intended to be
an Incentive Stock Option.

2.19 "Option" means an option to purchase Shares that is granted under
ARTICLE 6 and that is either a Nonstatutory Stock Option or an Incentive Stock
Option.

2.20 "Participant" means an Employee or Director who has been selected to
participate in the Plan and has outstanding an Award granted under the Plan.

2.21 "Performance-Based Exception" means the performance-based exception
from the tax deductibility limit of Code section 162(m).

2.22 "Performance Share" has the meaning given in ARTICLE 9.

2.23 "Restricted Period" means the period described in Section 7.1 or 8.1
during which Restricted Stock or a Deferred Stock Unit Award is not vested.

2.24 "Restricted Stock" has the meaning given in ARTICLE 7.

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2.25 "Retirement" means the termination of a Participant's employment or
service with the Company and its Subsidiaries, with the consent of the
Compensation Committee, after the Participant has attained age 55 and completed
at least five years of employment or service.

2.26 "Share" means a Share of the Common Stock of the Company.

2.27 "Stock in Place of Cash Compensation" has the meaning given in ARTICLE
10.

2.28 "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Company.

ARTICLE 3

ADMINISTRATION

3.1 Authority of the Committee. The Committee shall administer the Plan.
Except as limited by law and subject to the provisions of the Plan, the
Committee shall have full power and discretion to: select Employees and
Directors who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards; construe and interpret
the Plan and Award Agreements; establish, amend, or waive rules for the Plan's
administration; correct defects, supply omissions, or reconcile inconsistencies
in the Plan and Award Agreements; and make all other determinations and take
all other action the Committee may find necessary or advisable for the
administration of the Plan. In exercising its discretion under the Plan or any
Award, the Committee shall not be required to follow past practices or treat
any Participant in a manner consistent with the treatment of other Participants.

3.2 Delegation of Authority. The Committee may delegate to officers of the
Company its duties, power, and authority under the Plan pursuant to such
conditions or limits as the Committee may establish, except that only the
Committee or the Board may select, and grant Awards to, Participants who are
subject to section 16 of the Exchange Act, and only the Committee may act with
respect to Awards intended to satisfy the Performance-Based Exception to Code
section 162(m).

3.3 Decisions Binding. All determinations made by the Committee under the
Plan shall be final and binding on all persons.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Subject to Awards. 1,800,000 Shares of Stock are
reserved for grant under the Plan, of which the number remaining available on
March 24, 2003 is 1,100,000 Shares.

4.2 Limit on Restricted Stock, Deferred Stock, and Other Full Value
Awards. Of the Shares reserved for Awards under Sections 4.1, no more than
900,000 of such Shares may be issued with respect to Awards of Restricted
Stock, Performance Shares, Deferred Stock, and Awards under Sections 10.1 and
10.2 payable in or based on the value of full Shares.

4.3 Individual Limit. The maximum number of Shares with respect to which
Option Awards may be granted to an Employee in any calendar year is 50,000
Shares. The maximum number of Shares with respect to which Awards of Restricted
Stock, Performance Shares, Deferred Stock, and Awards under Sections 10.1 and
10.2 payable in or based on the value of full Shares that may be granted to an
Employee in any calendar year is 25,000 Shares.

B-3

4.4 Limit on Awards to Directors. The number of Shares available under the
Plan with respect to Option Awards to all Directors who are not Employees shall
be limited to 500,000 Shares. The maximum number of Shares with respect to
which Option Awards may be made in any one calendar year to a Director who is
not an Employee is 10,000 Shares. The aggregate number of Shares with respect
to which Options may be granted during the term of this Plan to a Director who
is not an Employee is 60,000 Shares.

4.5 Application of Limits. The limits contained in Sections 4.2, 4.3 and
4.4 shall apply not only to Awards that may be settled by the delivery of
Shares of Stock but also to Awards relating to Shares that may be settled only
in cash. The number of Shares with respect to Awards that terminate without
being exercised, expire, or are forfeited or canceled, and the number of Shares
surrendered in payment of Awards or any tax withholding shall again be
available for grant under the Plan.

4.6 Adjustments in Authorized Shares. If a dividend or other distribution,
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, Share exchange, liquidation,
dissolution, or other similar corporate transaction or event affects the Common
Stock of the Company, then the Committee shall, in such manner as it may deem
equitable, substitute or adjust any or all of (a) the remaining limits on the
number and kind of Shares available for Awards subsequently granted, (b) the
number and kind of Shares with respect to which Awards may subsequently be
granted to an individual Participant, (c) the number and kind of Shares subject
to or deliverable with respect to outstanding Awards, and (d) the Exercise
Price under any outstanding Award.

4.7 Source of Shares. Shares issued pursuant to the Plan may be either
newly issued Shares, or, at the Committee's discretion, Shares purchased in
open market or privately negotiated transactions from third parties, or a
combination of those sources.

ARTICLE 5

ELIGIBILITY AND PARTICIPATION

5.1 Eligibility. All Employees and Directors are eligible to participate
in the Plan.

5.2 Awards. The Committee may, from time to time, select Employees and
Directors to whom Awards shall be granted and shall determine the nature and
terms of, and the number of Shares subject to, each Award. The only types of
Awards available for Directors who are not Employees shall be Nonstatutory
Options.

ARTICLE 6

STOCK OPTIONS

6.1 Grant of Options. The Company shall grant Nonstatutory and Incentive
Stock Options to Employees in the number, upon the terms, and at the times
determined by the Committee. The Company shall grant Nonstatutory Options to
Directors who are not Employees in the number, upon the terms, and at the times
determined by the Committee, subject to Section 6.10.

6.2 Award Agreement. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the duration of the Option,
the number of Shares subject to the Option, the manner, time, and rate of
exercise or vesting of the Option, and such other conditions and provisions as
the Committee shall determine. The Award Agreement for an Employee shall
specify whether the Option is intended to be a Nonstatutory or an Incentive
Stock Option.

6.3 Exercise Price. The Exercise Price for each Share subject to an Option
shall be not less than 100 percent of the Fair Market Value of a Share on the
date the Option is granted.

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6.4 Duration of Options. An Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth anniversary of the date of its
grant.

6.5 Exercise of Options. Options shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall specify in
the Award Agreement

6.6 Payment. An Option shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised and accompanied by payment of
the Exercise Price and the amount required by the Company to satisfy its tax
withholding obligation with respect to the exercise of the Option. Payment to
the Company shall be made either in cash or its equivalent or, if permitted in
the Award Agreement, by tender of previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the required
payment or by a combination of cash and Shares. The Committee may allow payment
through cashless exercise, subject to applicable law and regulations, or by any
other means the Committee determines to be consistent with the Plan's purpose
and applicable law and regulations.

6.7 Restrictions on Share Transferability. The Committee may impose
restrictions on the transferability of any Shares acquired pursuant to the
exercise of an Option, including restrictions on transfer during employment or
service with the Company and restrictions to comply with securities laws or the
requirements of any stock exchange or market.

6.8 Termination of Employment or Service. Upon termination of a
Participant's employment or, in the case of a Director who is not an Employee,
service with the Company and its Subsidiaries, other than by reason of death,
Disability, or Retirement, any Options granted to the Participant that are not
then exercisable shall expire on the date of termination, and Options that are
then exercisable may remain exercisable for a period specified in the Award
Agreement, which shall not exceed five years or the remaining term of the
Option, if shorter. Upon termination of a Participant's employment or service
by reason of death, Disability, or Retirement, all outstanding Options granted
to the Participant shall become exercisable and remain exercisable for a period
specified in the Award Agreement, which shall not exceed five years or the
remaining term of the Option, if shorter.

6.9 Limits on Incentive Stock Options.

(a) The aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by an Employee
during any calendar year (under all plans of the Company or any Subsidiary)
shall not exceed $100,000.

(b) No Incentive Stock Option shall be granted to an Employee who, at
the time the Option is granted, owns (actually or constructively under the
provisions of section 424(d) of the Code) stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or any Subsidiary, unless (i) the Exercise Price is at least 110
percent of the Fair Market Value (determined as of the time the Incentive
Stock Option is granted) of the Shares subject to the Incentive Stock Option
and (ii) the Incentive Stock Option is not exercisable more than five years
after the date of grant.

(c) If an Option holder disposes of Shares acquired pursuant to the
exercise of an Incentive Stock Option in a disqualifying disposition within
the time periods identified in section 422(a)(1) of the Code, the Option
holder shall notify the Company of such disposition and provide the Company
with information as to the date of disposition, sales price, number of
Shares involved, and any other information about the disposition that the
Company may reasonably request.

(d) No Option that is an Incentive Stock Option may be granted after
January 31, 2006, the tenth anniversary of the date of adoption of the Plan.

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(e) If an Option intended to be an Incentive Stock Option fails to
qualify as such, it shall be treated as a Nonstatutory Stock Option.

6.10 Terms of Directors' Options. Options granted to Directors who are not
Employees shall be subject to the following terms:

(a) The Exercise Price of each Share subject to an Option granted to a
Director who is not an Employee shall equal the Fair Market Value of a Share
on the date the Option is granted.

(b) An Option granted to a Director who is not an Employee shall be
exercisable in full on the date that is six months after the date of grant
and, to the extent not already exercised, shall expire not later than the
date that is ten years after the date of grant.

(c) The Option shall require the holder to represent at the time of each
exercise of the Option that the Shares purchased are being acquired for
investment and not with a view to distribution.

6.11 Nontransferability of Options. An Option shall be transferable only
by will or the laws of descent and distribution. Further, an Option shall be
exercisable during the recipient-Participant's lifetime only by the Participant
or the Participant's guardian or legal representative.

ARTICLE 7

RESTRICTED STOCK

7.1 Restricted Stock Award. A Restricted Stock Award is a grant of Shares
in which the Participant's interest will become vested only upon the
satisfaction, lapse, or waiver of specified conditions, which may include,
without limitation, the performance of future services or the achievement of
performance goals. The "Restricted Period" is the period between the date of
grant of Restricted Stock and the date as of which the vesting conditions with
respect to a Share of Restricted Stock are satisfied, lapse, or are waived. The
Restricted Period shall not, subject to Section 7.7, be shorter than three
years and the Award may vest ratably over that period.

7.2 Grant of Restricted Stock. The Company shall grant Restricted Stock
Awards to Employees at the times, with respect to the number of Shares, and
subject to the conditions and Restricted Period determined by the Committee.

7.3 Award Agreement; Share Certificate. A Restricted Stock Award shall be
evidenced by an Award Agreement that shall specify the number of Shares
granted, the conditions to which the Award is subject, the Restricted Period,
and such other provisions as the Committee may determine. The Company shall
retain in its possession the certificates representing Shares of Restricted
Stock until such time as all such Shares have fully vested.

7.4 Nontransferability. Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated before the end of the applicable
Restricted Period. Furthermore, the Award Agreement may impose restrictions on
transfer of Restricted Shares after the end of the applicable Restricted
Period, including restrictions on transfer during continued employment and
restrictions to comply with securities laws or the requirements of any stock
exchange or market.

7.5 Voting Rights. Unless otherwise provided in the Award Agreement, a
Participant may, during the Restricted Period, exercise full voting rights with
respect to Shares of Restricted Stock granted to the Participant.

7.6 Dividends and Other Distributions. During the Restricted Period,
dividends and other distributions with respect to Shares of Restricted Stock
may be paid currently to the Participant to whom the Restricted Stock was
granted, accrued as contingent cash obligations, or converted into additional
Shares of Restricted Stock, as

B-6

determined by the Committee in the Award Agreement. The Committee may apply
such restrictions to the crediting and payment of dividends and other
distributions as the Committee deems advisable.

7.7 Termination of Employment. Upon termination of a Participant's
employment with the Company and its Subsidiaries during the Restricted Period
other than by reason of death, Disability, or Retirement, the Participant shall
forfeit all Shares subject to the Restricted Period. Upon termination of a
Participant's employment by reason of death, Disability, or Retirement, the
Restricted Period for all outstanding Shares of Restricted Stock granted to the
Participant shall end and the Participant's interest in those Shares shall
become fully vested.

ARTICLE 8

DEFERRED STOCK UNITS

8.1 Deferred Stock Unit Award. A Deferred Stock Unit Award entitles the
Participant to delivery in the future of Shares or payment of their Fair Market
Value in cash, at a time specified by the Committee after satisfaction, lapse,
or waiver of any conditions specified by the Committee. The "Restricted Period"
is the period between the date of grant of a Deferred Stock Unit Award and the
date as of which the vesting conditions with respect to the Award are
satisfied, lapse, or are waived.

8.2 Grant of Deferred Stock Units. The Company shall grant Deferred Stock
Units to Employees at the time, with respect to the number of Shares, and
subject to any conditions and Restricted Period determined by the Committee.

8.3 Award Agreement. A Deferred Stock Unit Award shall be evidenced by an
Award Agreement that shall specify the number of Shares covered by the Award,
any conditions to which the Award is subject, the Restricted Period, when the
Award shall be satisfied, whether the Award shall be satisfied by delivery of
Shares or cash payment, and such other provisions as the Committee may
determine.

8.4 Nontransferability. A Deferred Stock Unit Award may not be sold,
transferred, pledged, assigned, or otherwise alienated.

8.5 No Shareholder Rights. A Deferred Stock Unit Award shall carry with it
no voting or dividend or other rights associated with Share ownership.

8.6 Dividend Equivalents. Notwithstanding Section 8.5, the Committee may
determine to grant the equivalent of dividends on the number of Shares covered
by a Deferred Stock Unit Award. Dividend equivalents may be paid currently,
accrued as contingent cash compensation, or converted into additional Deferred
Stock Unit Awards, as determined by the Committee in the Award Agreement.

8.7 Termination of Employment. Upon termination of a Participant's
employment with the Company and its Subsidiaries during the Restricted Period,
other than by reason of death, Disability, or Retirement, the Participant shall
forfeit all Deferred Stock Units with respect to which the Restricted Period
has not expired. Upon termination of a Participant's employment by reason of
death, Disability, or Retirement, all conditions attached to delivery or
payment of outstanding Deferred Stock Unit Award shall end.

8.8 Satisfaction of Award. A Deferred Stock Unit Award shall be satisfied
after the end of the Restricted Period, at such time as is provided for in the
Award Agreement, by a delivery of Shares or cash payment, as specified in the
Award Agreement. Any accrued dividend equivalents or the Shares covered by the
Deferred Stock Unit Awards into which the dividend equivalents were converted
shall also then be paid or delivered, as applicable.

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ARTICLE 9

PERFORMANCE SHARES

9.1 Performance Share Award. A Performance Share Award entitles the
Participant to the delivery of a number of Shares contingent upon the
achievement of performance objectives during a time period set by the
Committee, which shall be called the "Performance Period." The Performance
Period shall not, subject to Section 9.6, be shorter than three years, provided
that the vesting condition may lapse ratably over that period.

9.2 Grant of Performance Shares. The Company shall grant Performance
Shares to Employees in the number, upon such terms, and at the time determined
by the Committee.

9.3 Award Agreement. A Performance Share shall be evidenced by an Award
Agreement that shall specify the terms and conditions of the Award and such
other provisions as the Committee shall determine.

9.4 Earning of Performance Shares. The number of Shares to which a
Participant to whom a Performance Share Award has been granted is entitled
after the applicable Performance Period has ended shall be the number of Shares
earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance objectives have
been achieved.

9.5 Timing of Payment of Performance Shares. Except as provided in ARTICLE
12, delivery of earned Performance Shares shall be made following the close of
the applicable Performance Period at a time and in a manner determined by the
Committee.

9.6 Termination of Employment. An Award Agreement may provide that upon
termination of employment by reason of death, Disability, or Retirement during
a Performance Period, the Participant shall be entitled to a number of
Performance Shares that is prorated, as specified by the Committee. Delivery of
earned Performance Shares shall be made at a time determined by the Committee.
A Participant shall forfeit all Performance Shares upon termination of
employment during a Performance Period for any reason other than death,
Disability, or Retirement, unless otherwise determined by the Committee in the
Award Agreement.

9.7 Nontransferability. A Performance Share Award may not be sold,
transferred, pledged, assigned or otherwise alienated, other than by will or by
the laws of descent and distribution.

ARTICLE 10

BONUS STOCK AND STOCK IN PLACE OF CASH COMPENSATION

10.1 Bonus Stock. The Company shall award Shares to an Employee as a bonus
("Bonus Stock") under such terms and conditions and at such time as the
Committee may determine.

10.2 Stock in Place of Certain Compensation. The Committee may determine
that an Employee who would otherwise become entitled to payment in cash of
salary, bonus, or other compensation shall be awarded Shares in place of such
cash compensation ("Stock in Place of Cash Compensation"). The Fair Market
Value of the Shares awarded shall be equal, on the date the compensation would
otherwise be paid in cash, to the amount of compensation the Award is replacing.

10.3 Awards. Awards of Bonus Stock and Stock in Place of Cash Compensation
shall be subject to any terms and conditions determined by the Committee.

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ARTICLE 11

BENEFICIARY DESIGNATION

A Participant may name a beneficiary or beneficiaries to whom any benefit
under the Plan that becomes payable after or on account of the Participant's
death is to be paid. If no designated beneficiary survives the Participant,
such benefits shall be paid to the Participant's surviving spouse or, if none,
to the Participant's estate.

ARTICLE 12

DEFERRALS

The Committee may permit or require a Participant to defer receipt of the
delivery of Shares or cash that would otherwise be due to such Participant by
virtue of the exercise of an Option, the satisfaction, lapse, or waiver of
conditions with respect to Restricted Stock or Deferred Stock Unit Awards, or
the satisfaction of any requirements or objectives with respect to Performance
Shares. If a deferral election is permitted or required, the Committee shall
establish rules for such deferrals and may retroactively amend such rules and
unilaterally cancel deferral elections. Furthermore, the Committee in its sole
discretion may defer the delivery of Shares or a cash payment if such delivery
or payment would result in compensation not deductible by the Company by reason
of Code section 162(m). Such a deferral may continue until the delivery or
payment would result in a deduction for the Company.

ARTICLE 13

STATUS OF EMPLOYEES

13.1 Employment. Nothing in the Plan shall interfere with or limit the
right of the Company or a Subsidiary to terminate a Participant's employment at
any time, or confer upon a Participant any right to continue in the employ of
the Company or a Subsidiary.

13.2 Participation. No Employee or Director shall have the right to be
selected to receive an Award under this Plan.

ARTICLE 14

CHANGE IN CONTROL

14.1 Definition of Change in Control. For purposes of this Plan, a "Change
in Control" shall mean:

(a) a transaction or series of transactions as a result of which any
person (which, for all purposes this Section 14.1, shall include, without
limitation, an individual, sole proprietorship, partnership, unincorporated
association, unincorporated syndicate, unincorporated organization, trust,
body corporate and a trustee, executor, administrator or other legal
representative) (a "Person") or any group of two or more Persons acting in
concert who or that becomes the beneficial owner, directly or indirectly, of
securities of the Company representing, or acquires the right to control or
direct, or to acquire through the conversion of securities or the exercise
of warrants or other rights to acquire securities, 25 percent or more of the
combined voting power of the Company's then outstanding securities; provided
that for the purposes of this Section 14.1, (i) "voting power" means the
right to vote for the election of directors, and (ii) any determination of
percentage of combined voting power shall be made on the basis that all
securities beneficially owned by the Person or group or over which control
or direction is exercised by the Person or group that are convertible into
securities carrying voting rights have been converted (whether or not then

B-9

convertible) and all options, warrants, or other rights that may be
exercised to acquire securities beneficially owned by the Person or group or
over which control or direction is exercised by the Person or group have
been exercised (whether or not then exercisable), and no such convertible
securities have been converted by any other Person and no such options,
warrants, or other rights have been exercised by any other Person; and
provided further that "Person" shall not include the following categories:
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, any entity holding Shares of
Common Stock organized, appointed, or established by the Company or any of
its Subsidiaries for or pursuant to the terms of any such plan, Sidney W.
Lassen, together with his spouse, descendants, and any trust established for
the benefit of Sidney W. Lassen, his spouse, and descendants or any one or
more of them, or Sizeler Realty Co., Inc.; or

(b) there shall be elected or appointed to the Board any director or
directors whose appointment or election to the Board or nomination for
election by the Company's stockholders was not approved by a vote of at
least a majority of the directors then in office who were directors on
February 7, 2003, or whose election or appointment or nomination for
election was previously so approved; or

(c) a reorganization, merger, consolidation, combination, corporate
restructuring, or similar transaction (an "Event"), in each case, in respect
of which the beneficial owners of the outstanding voting securities of the
Company immediately prior to such Event do not, following such Event,
beneficially own, directly or indirectly, more than 50 percent of the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the Company and any resulting
Parent in substantially the same proportions as their ownership, immediately
prior to such Event, of the outstanding voting securities of the Company.

14.2 Definition of "Change in Control Price." The "Change in Control
Price" means an amount in cash equal to the higher of (a) the amount of cash
and fair market value of property that is the highest price per Share paid
(including extraordinary dividends) in any corporate transaction triggering the
Change in Control, or (c) the Fair Market Value per Share immediately preceding
the Change in Control.

14.3 Treatment of Outstanding Awards. Upon the occurrence of a Change in
Control:

(a) All terms, conditions, restrictions, and limits in effect on
outstanding Options shall lapse as of the Change of Control, and all
outstanding Options shall be immediately exercisable. Further, upon a Change
of Control, the Committee in its sole discretion may (i) provide for the
purchase of each Option then outstanding for an amount of cash equal to the
excess of the Fair Market Value of the Shares subject to such Option (which
shall not be less than the amount of cash and the fair market value of other
consideration tendered for such Shares in the Change of Control transaction)
over the aggregate Exercise Price for the Shares subject to the Option, (ii)
make such adjustments to Options then outstanding as the Committee finds
appropriate to reflect the Change of Control, or (iii) cause any surviving
corporation in the Change of Control to assume Options then outstanding or
substitute new options for such outstanding Options

(b) Any terms, conditions, restrictions, limits, and Restricted Periods
imposed on outstanding Restricted Stock and Deferred Stock Unit Awards shall
lapse, provided, however, that the degree of vesting associated with
Restricted Stock or a Deferred Stock Unit Award that has been conditioned
upon the achievement of performance objectives shall be determined in the
manner set forth in Section 14.3(c).

(c) Except as otherwise provided in the Award Agreement, the vesting of
Performance Shares shall be accelerated as of the effective date of the
Change in Control, and there shall be delivered to Participants upon the
Change in Control a pro rata number of Shares based upon an assumed
achievement of all relevant performance objectives at target levels, and
upon the length of time within the Performance Period elapsed before the
effective date of the Change in Control.

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ARTICLE 15

AMENDMENT AND TERMINATION OF PLAN AND AWARDS

15.1 Amendment and Termination of Plan. The Board of Directors may amend
or terminate the Plan at any time; provided, however, that (a) without the
approval of stockholders, the Board of Directors may not amend the Plan (i) to
increase (except for increases due to adjustments in accordance with Section
4.6) the aggregate number of Shares for which Awards may be granted or (ii) to
decrease the minimum Exercise Price specified by the Plan in respect of
Options, and (b) without the consent of the Participant or Participants
adversely affected, the Board of Directors may not amend the Plan in a manner
that has an adverse effect on the rights of any Participant under any
outstanding Award.

15.2 Amendment of Awards. The Committee may amend or terminate any
outstanding Award without approval of the Participant; provided, however:

(a) unless allowed by the terms of the applicable Award Agreement, an
amendment or termination shall not, without the Participant's consent,
reduce the value of the Award determined as if the Award had been exercised,
vested, cashed in (at the spread value in the case of Options) or otherwise
settled on the date of an amendment or termination;

(b) the original term of an Option may not be extended without the prior
approval of the stockholders of the Company;

(c) except as otherwise provided in Section 4.6, the Exercise Price of
an Option may not be reduced without the prior approval of the stockholders
of the Company; and

(d) except as provided in Section 4.6 or as approved by the Company's
stockholders, an Option may not be cancelled and replaced with another
Option having a lower Exercise Price.

ARTICLE 16

WITHHOLDING

16.1 Tax Withholding. Subject to Section 16.2, the Company may deduct or
withhold, or require a Participant to remit to the Company, an amount (either
in cash or Shares) sufficient to satisfy the Company's obligation to withhold
federal, state, and local taxes, with respect to any taxable event arising
under or in connection with Awards granted under this Plan.

16.2 Share Withholding. With respect to withholding required upon the
occurrence of any taxable event arising under or in connection with Awards
granted under this Plan, the Company may satisfy its withholding obligation, in
whole or in part, by withholding Shares having a Fair Market Value (determined
on the date the Participant recognizes taxable income on the Award) equal to
the withholding tax required to be collected on the transaction. The
Participant may elect, however, subject to the approval of the Committee, to
deliver the funds, in whole or in part, necessary to satisfy the withholding
obligation to the Company, in which case there will be no reduction in the
Shares otherwise distributable to the Participant.

ARTICLE 17

MISCELLANEOUS

17.1 Severability. If a provision of the Plan shall be held illegal or
invalid, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

B-11

17.2 Unfunded Status of the Plan. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments or
deliveries of Shares not yet made to a Participant by the Company, nothing
contained in this Plan shall give any rights that are greater than those of a
general creditor of the Company. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Shares or make payments.

17.3 Governing Law. To the extent not preempted by federal law, the Plan
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Maryland.

B-12

SIZELER PROPERTY INVESTORS, INC.
2542 Williams Boulevard
Kenner, Louisiana 70062

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints SIDNEY W. LASSEN and THOMAS A. MASILLA, JR.
and each or either of them, Proxies for the undersigned, with full power of
substitution, to vote all shares of common stock, par value $0.0001 per share,
of Sizeler Property Investors, Inc. (the "Company") which the undersigned would
be entitled to vote at the Annual Meeting of Stockholders to be held at the Four
Seasons, 2800 South Ocean Boulevard, Palm Beach, Florida on Friday, May 9, 2003
at 10:00 a.m., local time, or any adjournment thereof, and directs that the
shares represented by this Proxy shall be voted as indicated on the reverse
side.

The shares represented by this Proxy will be voted as directed by the
stockholder. The Board of Directors favors a vote FOR Proposals 1 and 2. If no
direction is made, the Proxy will be voted FOR Proposals 1 and 2 on the reverse
and will be voted in the discretion of the proxies named herein with respect to
any matter referred to in 3 on the reverse. You are encouraged to specify your
choices by marking the appropriate boxes if you wish to vote in accordance with
the Board of Directors' recommendations. If you are voting by means of this
proxy card, the proxies cannot vote your shares unless you sign and return this
card.

(Continued and to be dated and signed on the reverse side.)

1. ELECTION OF DIRECTORS: Election of the three nominees listed below to serve
until the 2006 Annual Meeting of Stockholders and until their successors
are duly elected and qualified.

FOR all nominees [ ] WITHHOLD AUTHORITY [ ] Exceptions [ ]
listed below to vote for all nominees
listed below

INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his name in the list below.

Nominees: 01 - Thomas A. Masilla, Jr. 02 - James W. McFarland
03 - Theodore H. Strauss

2. AMENDMENT TO 1996 STOCK OPTION PLAN:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.

To change your address, please mark this box. [ ]

Please date and sign your name exactly as it appears below and return this Proxy
promptly in the enclosed envelope, which requires no postage if mailed in the
United States.

PLEASE SIGN EXACTLY AS NAME(S) APPEAR ON STOCK CERTIFICATE(S). A corporation is
requested to sign its name by its President or other authorized officer, with
the office held so designated. A partnership should sign in the partnership name
by an authorized person. Executors, trustees, administrators, etc. are requested
to indicate the capacity in which they are signing. JOINT TENANTS SHOULD BOTH
SIGN.

---------- ------------------------- -------------------------
Date Share Owner sign here Co-Owner sign here

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