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                                                                  Exhibit 10(a)









     SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

     OF

     GGP LIMITED PARTNERSHIP


     SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
     OF
     GGP LIMITED PARTNERSHIP




     THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made
and entered into this _1st___ day of ___April____________, 1998, by and among
the undersigned parties.
     W I T N E S S E T H:
     WHEREAS, a Delaware limited partnership known as GGP Limited Partnership
(the "Partnership") exists pursuant to that certain Amended and Restated
Agreement of Limited Partnership dated as of July 27, 1993, as amended by that
certain First Amendment thereto dated May 23, 1995, that certain Second
Amendment thereto dated July 13, 1995, that certain Third 


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Amendment thereto dated as of May 21, 1996, that certain Fourth Amendment
thereto dated as of August 30, 1996, that certain Fifth Amendment thereto dated
as of October 4, 1996, that certain Sixth Amendment thereto dated as of
November 27, 1996, that certain Seventh Amendment thereto dated as of December
6, 1996, that certain Eighth Amendment dated June 19, 1997, that certain Ninth
Amendment dated August 8, 1997, that certain Tenth Amendment dated as of
September 8, 1997, that certain Eleventh Amendment dated as of September 11,
1997, that certain Twelfth Amendment thereto dated October 15, 1997, that
certain Thirteenth Amendment thereto dated October 23, 1997 and that certain
Fourteenth Amendment thereto dated October 29, 1997 (collectively, the "Initial
Partnership Agreement"), and the Delaware Revised Uniform Limited Partnership
Act;
     WHEREAS, the parties hereto, being the general partner and a majority in
interest of the limited partners of the Partnership desire to amend and restate
the Initial Partnership Agreement as set forth herein.
     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, do hereby amend and restate the Initial
Partnership Agreement to read as follows:
     ARTICLE I
     Definitions; Etc.
     Definitions.  Except as otherwise herein expressly provided, the following
terms and phrases shall have the meanings set forth below:
     "Accountants" shall mean the firm or firms of independent certified public
accountants selected by the General Partner on behalf of the Partnership and
the Property Partnerships to audit the books and records of the Partnership and
the Property Partnerships and to prepare statements and reports in connection
therewith.
     "Acquisition Cost" shall have the meaning set forth in Section 4.1 hereof.
     "Acquisition Project" shall mean Shopping Center Projects other than
Development Projects (other than Shopping Center Projects located on the
properties listed in Exhibit B).
     "Act" shall mean the Revised Uniform Limited Partnership Act as enacted in
the State of Delaware, and as the same may hereafter be amended from time to
time.
     "Additional Units" shall have the meaning set forth in Section 8.3 hereof.
     "Additional Partner" shall have the meaning set forth in Section 8.3
hereof.
     "Adjusted Capital Account Deficit" shall mean, with respect to any Limited
Partner, the deficit balance, if any, in such Partner's Capital Account as of
the end of any relevant fiscal year and after giving effect to the following
adjustments:


     credit to such Capital Account any amounts which such Partner is obligated
or treated as obligated to restore with respect to any deficit balance in such
Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or
is deemed to be obligated to restore with respect to any deficit balance
pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Regulations; and

     debit to such Capital Account the items described in Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.



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The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the requirements of the alternate test for economic effect
contained in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be
interpreted consistently therewith.
     "Adjustment Date" shall have the meaning set forth in Section 4.3(a)
hereof.
     "Administrative Expenses" shall mean (i) all administrative and operating
costs and expenses incurred by the Partnership, (ii) all administrative,
operating and other costs and expenses  incurred by the Property Partnerships,
which expenses are being assumed by the Partnership pursuant to Section 6.1
hereof, (iii) those administrative costs and expenses of the General Partner,
including salaries paid to officers of the General Partner and accounting and
legal expenses undertaken by the General Partner on behalf or for the benefit
of the Partnership, and (iv) to the extent not included in clause (iii) above,
REIT Expenses.
     "Affiliate" shall mean, with respect to any Partner (or as to any other
Person the affiliates of whom are relevant for purposes of any of the
provisions of this Agreement), (i) any member of the Immediate Family of such
Partner; (ii) any trustee or beneficiary of a Partner; (iii) any legal
representative, successor, or assignee of such Partner or any Person referred
to in the preceding clauses (i) and (ii); (iv) any trustee of any trust for the
benefit of such Partner or any Person referred to in the preceding clauses (i)
through (iii); or (v) any Entity which directly or indirectly through one or
more intermediaries, Controls, is Controlled by, or is under common Control
with, such Partner or any Person referred to in the preceding clauses (i)
through (iv).
     "Agreement" shall mean this Second Amended and Restated Agreement of
Limited Partnership, as originally executed and as amended, modified,
supplemented or restated from time to time, as the context requires.
     "Audited Financial Statements" shall mean financial  statements (balance
sheet, statement of income, statement of partners' equity and statement of cash
flows) prepared in accordance with generally accepted accounting principles and
accompanied by an independent auditor's report containing (i) an opinion
containing no material qualification and (ii) no explanatory paragraph
disclosing information relating to material uncertainties (except as to
litigation) or going concern issues.
     "Bankruptcy" shall mean, with respect to any Partner or the Partnership,
(i) the commencement by such Partner or the Partnership of any proceeding
seeking relief under any provision or chapter of the federal Bankruptcy Code or
any other federal or state law relating to insolvency, bankruptcy or
reorganization, (ii) an adjudication that such Partner or the Partnership is
insolvent or bankrupt; (iii) the entry of an order for relief under the federal
Bankruptcy Code with respect to such Partner or the Partnership, (iv) the
filing of any such petition or the commencement of any such case or proceeding
against such Partner or the Partnership, unless such petition and the case or
proceeding initiated thereby are dismissed within ninety (90) days from the
date of such filing, (v) the filing of an answer by such Partner or the
Partnership admitting the allegations of any such petition, (vi) the
appointment of a trustee, receiver of custodian for all or substantially all of
the assets of such Partner or the Partnership unless such appointment is
vacated or dismissed within ninety (90) days from the date of such appointment
but not less than five (5) days before the proposed sale of any assets of such
Partner or the Partnership, (vii) the insolvency of such Partner or the
Partnership or the execution by such Partner or the Partnership of a general
assignment for the benefit of creditors, (viii) the convening by such Partner
or the Partnership of a meeting of its creditors, or any class thereof, for
purposes of effecting a moratorium upon or extension or composition of its
debts, (ix) the 


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failure of such Partner or the Partnership to pay its debts as they mature,
(x) the levy, attachment, execution or other seizure of substantially all of
the assets of such Partner or the Partnership where such seizure is not
discharged within thirty (30) days thereafter, or (xi) the admission by such
Partner or the Partnership in writing of its inability to pay its debts as they
mature or that it is generally not paying its debts as they become due.
     "Bucksbaum Limited Partners" shall mean M.B. Capital Partners III and its
successors and assigns.
     "Bucksbaum Rights Agreement" shall mean that certain Rights Agreement
dated as of July 27, 1993, among the General Partner and certain predecessors
of the Bucksbaum Limited Partners.
     "Capital Account" shall mean, with respect to any Partner, the separate
"book" account which the Partnership shall establish and maintain for such
Partner in accordance with Section 704(b) of the Code and Section
1.704-1(b)(2)(iv) of the Regulations and such other provisions of Section
1.704-1(b) of the Regulations that must be complied with in order for the
Capital Accounts to be determined in accordance with the provisions of said
Regulations.  In furtherance of the foregoing, the Capital Accounts shall be
maintained in compliance with Section 1.704-1(b)(2)(iv) of the Regulations; and
the provisions hereof shall be interpreted and applied in a manner consistent
therewith.  In the event that any Units are transferred in accordance with the
terms of this Agreement, the Capital Account, at the time of the transfer, of
the transferor attributable to the transferred Units shall carry over to the
transferee.
     "Capital Contribution" shall mean, with respect to any Partner, the amount
of money and the initial Gross Asset Value of any property other than money
contributed to the Partnership with respect to the Units held by such Partner
(net of liabilities to which such property is subject).
     "Certificate" shall mean the Certificate of Limited Partnership
establishing the Partnership, as filed with the office of the Delaware
Secretary of State, as it may be amended from time to time in accordance with
the terms of this Agreement and the Act.
     "Charter" shall mean the corporate charter of the General Partner, as
filed with the office of the Delaware Secretary of State, as it may be amended
from time to time.
     "Closing Price" on any date shall mean the last sale price, regular way,
or, in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Common Stock is
not listed or admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if the Common Stock is not
listed or admitted to trading on any national securities exchange, the last
quoted price, or if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System or, if such system is
no longer in use, the principal other automated quotations system that may then
be in use or, if the Common Stock is not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Stock as such person is selected 
from time to time by the Board of Directors of the General Partner.
     "Code" shall mean the Internal Revenue Code of 1986, as amended.


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     "Common Stock" shall mean the shares of the common stock, par value $.10
per share, of the General Partner.
     "Consent of the Limited Partners" shall mean the written consent of a
Majority-In-Interest of the Limited Partners (or other specified group of
Limited Partners), which Consent shall be obtained prior to the taking of any
action for which it is required by this Agreement and may be given or withheld
by a Majority-In-Interest of the Limited Partners (or such specified group of
Limited Partners), unless otherwise expressly provided herein, in their sole
and absolute discretion.
     "Contributed Funds" shall have the meaning set forth in Section 4.3(a)(ii)
hereof.
     "Contributed Property" shall have the meaning set forth in Section 4.1
hereof.
     "Contribution Agreements" shall mean all contribution and other agreements
executed by the Partnership and/or the General Partner in connection with the
issuance of Units.
     "Contribution Date" shall have the meaning set forth in Section 8.3
hereof.
     "Control" shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by  contract or otherwise, to
elect a majority of the directors of a corporation, to select the managing
partner of a partnership, or otherwise to select, or have the power to remove
and then select, a majority of those persons exercising governing authority
over an Entity.  In the case of a limited partnership, the sole general
partner, all of the general partners to the extent each has equal management
control and authority, or the managing general partner or managing general
partners thereof shall be deemed to have control of such partnership and, in
the case of a trust, any trustee thereof or any Person having the right to
select any such trustee shall be deemed to have control of such trust.
     "Conversion Factor" shall mean 1.0.  The Conversion Factor shall be
adjusted in the event that the General Partner (i) declares or pays a dividend
on its outstanding shares of Common Stock in shares of Common Stock or makes a
distribution to all holders of its outstanding shares of Common Stock in shares
of Common Stock, (ii) subdivides its outstanding shares of Common Stock, or
(iii) combines its outstanding shares of Common Stock into a smaller number of
shares.  The Conversion Factor shall be adjusted by multiplying the Conversion
Factor by a fraction, the numerator of which shall be the number of shares of
Common Stock issued and outstanding on the record date for such dividend,
distribution, subdivision or combination (assuming for such purposes that such
dividend, distribution, subdivision or combination has occurred as of such
time) and the denominator of which shall be the actual number of shares of
Common Stock (determined without the above assumption) issued and outstanding
on the record date for such dividend, distribution, subdivision or combination.
Any adjustment to the Conversion Factor shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.
     "Current Per Share Market Price" shall mean, as of any date, the average
of the Closing Price for the five consecutive Trading Days ending on such date
or the average of the Closing Price for any other period of Trading Days that
the General Partner deems appropriate with respect to any transaction or other
event for which "Current Per Share Market Price" is determined (other than a
redemption pursuant to any Rights Agreement unless otherwise provided therein).
     "Demand Notice" shall have the meaning set forth in Section  12.2 hereof.
     "Depreciation" shall mean, with respect to any asset of the Partnership
for any fiscal year or other period, the depreciation, depletion or
amortization, as the case may be, allowed or 



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allowable for Federal income tax purposes in respect of such asset for
such fiscal year or other period; provided, however, that if there is a
difference between the Gross Asset Value and the adjusted tax basis of such
asset, Depreciation shall mean "book depreciation, depletion or amortization"
as determined under Section 1.704-1(b)(2)(iv)(g)(3) of the Regulations.
     "Development Land" shall mean any vacant land suitable for development as
a shopping center (other than the land described in Exhibit B).
     "Development Project" shall mean any Shopping Center Project developed or
constructed on Development Land.
     "Entity" shall mean any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust,
cooperative, association or other entity.
     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time (or any corresponding provisions of succeeding laws).
     "Exercise Notice" shall have the meaning set forth in the Bucksbaum Rights
Agreement.
     "Foreign Owner" shall mean a foreign person or a person that is directly
or indirectly owned, in whole or in part, by a foreign person as determined in
accordance with Section 897(h)(4) of the Code and the Regulations promulgated
thereunder.
     "Funding Date" shall mean the date of consummation of any Funding Loan,
offering of shares of Common Stock or other transaction pursuant to which the
General Partner raises Required Funds.
     "Funding Loan Proceeds" shall mean the net cash proceeds received by the
General Partner in connection with any Funding Loan, after deduction of all
costs and expenses incurred by the General Partner in connection with such
Funding Loan.
     "Funding Loan(s)" shall mean any borrowing or refinancing of borrowings by
or on behalf of the General Partner from any lender for the purpose of
advancing the Funding Loan Proceeds to the Partnership as a loan pursuant to
Section 4.3(a) hereof.
     "GAAP" shall mean generally accepted accounting principles.
     "General Partner" shall mean General Growth Properties, Inc., a Delaware
corporation, its duly admitted successors and assigns and any other Person who
is a general partner of the Partnership at the time of reference thereto.
     "General Partner Loan" shall have the meaning set forth in Section 4.3(a)
hereof.
     "Gross Asset Value" shall mean, with respect to any asset of the
Partnership, such asset's adjusted basis for Federal income tax purposes,
except as follows:
     (a) the initial Gross Asset Value of any asset contributed by a Partner to
the Partnership shall be (i) in the case of any asset heretofore contributed to
the partnership, the gross fair market value ascribed thereto on the books and
record of the Partnership and (ii) in the case of any other asset hereafter
contributed by a Partner, the gross fair market value of such asset as
determined under Article IV in the case of a contribution by the General
Partner or under Article VIII in the case of a contribution by a Limited
Partner;

     (b) if the General Partner reasonably determines that an adjustment is
necessary or appropriate to reflect the relative economic interests of the
Partners, the Gross Asset Values of all Partnership assets shall be adjusted to
equal their respective gross fair market values, as reasonably determined by
the General Partner, as of the following times:

     (i) a Capital Contribution (other than a de  minimis Capital 



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Contribution) to the Partnership by a new or existing Partner as
consideration for Units;

     (ii)  the distribution by the Partnership to a Partner of more than a de
minimis amount of Partnership property as consideration for the redemption of
Units; and

     (iii) the liquidation of the Partnership within the meaning of Section
1.704-1(b)(2)(ii)(g) of the Regulations;

     (c)   the Gross Asset Values of Partnership assets distributed to any
Partner shall be the gross fair market values of such assets (taking Section
7701(g) of the Code into account) as reasonably determined by the General
Partner as of the date of distribution; and

     (d)   the Gross Asset Values of Partnership assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that
such adjustments are taken into account in determining Capital Accounts
pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations (See Exhibit C);
provided, however, that Gross Asset Values shall not be adjusted pursuant to
this paragraph to the extent that the General Partner reasonably determines
that an adjustment pursuant to paragraph (b) above is necessary or appropriate
in connection with a transaction that would otherwise result in an adjustment
pursuant to this paragraph (d).


At all times, Gross Asset Values shall be adjusted by any Depreciation taken
into account with respect to the Partnership's assets for purposes of computing
Net Income and Net Loss.  Any adjustment to the Gross Asset Values of
Partnership property shall require an adjustment to the Partners' Capital
Accounts; as for the manner in which such adjustments are allocated to the
Capital Accounts, see paragraph (c) of the definition of Net Income and Net
Loss in the case of adjustment by Depreciation, and paragraph (d) of said
definition in all other cases.
     "Immediate Family" shall mean, with respect to any Person, such Person's
spouse, parents, parents-in-law, descendants, nephews, nieces, brothers,
sisters, brothers-in-law, sisters-in-law and children-in-law.
     "Incentive Option" means an option to purchase Common Stock granted under
the Stock Incentive Plan.
     "Incentive Option Agreement" means the form of Incentive Option Agreement
to be used under the Stock Incentive Plan.
     "Initial Partnership Agreement" shall have the meaning set forth in the
preliminary recitals hereto.
     "Lien" shall mean any liens, security interests, mortgages, deeds of
trust, charges, claims, encumbrances, pledges, options, rights of first offer
or first refusal and any other rights or interests of others of any kind or
nature, actual or contingent, or other similar encumbrances of any nature
whatsoever.
     "Limited Partner Representatives" shall have the meaning set forth in
Section 6.11 hereof.
     "Limited Partners" shall mean the Persons listed under the caption
"Limited Partners" on Exhibit A hereto, their permitted successors or assigns
or any Person who, at the time of reference thereto, is a limited partner of
the Partnership.



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     "Liquidating Trustee" shall mean such individual or Entity as is selected
as the Liquidating Trustee hereunder by the General Partner, which individual
or Entity may include an Affiliate of the General Partner, provided such
Liquidating Trustee agrees in writing to be bound by the terms of this
Agreement.  The Liquidating Trustee shall be empowered to give and receive
notices, reports and payments in connection with the dissolution, liquidation
and/or winding-up of the Partnership and shall hold and exercise such other
rights and powers as are necessary or required to permit all parties to deal
with the Liquidating Trustee in connection with the dissolution, liquidation
and/or winding-up of the Partnership.
     "Major Decisions" shall have the meaning set forth in Section 6.3 hereof.
     "Majority-In-Interest of the Limited Partners" shall mean Limited
Partner(s) (or specified group of Limited Partners) who hold in the aggregate
more than fifty percent (50%) of the Percentage Interests then allocable to and
held by the Limited Partners (or such specified group of Limited Partners), as
a class (excluding any Units held by the General Partner or any Affiliate of
the General Partner other than the existing Limited Partners, their Affiliates
and their successors and assigns, who shall not be excluded).
     " Management Agreement" shall mean a property management agreement with
respect to the property management of each Property entered into (a) with
respect to any Property in which the Partnership directly holds or acquires
ownership of a fee or leasehold interest, between the Partnership, as owner,
and the Property Manager, or such other property manager as the General Partner
shall engage, as manager, and (b) with respect to all Properties other than
those described in (a) above, between each Property Partnership, as owner, and
the Property Manager, or such other property manager as the General Partner
shall engage, as such agreement may be amended, modified or supplemented from
time to time.


     "Minimum Gain Attributable to Partner Nonrecourse Debt" shall mean
"partner nonrecourse debt minimum gain" as determined  in accordance with
Regulation Section 1.704-2(i)(2).
     "Net Financing Proceeds" shall mean the cash proceeds  received by the
Partnership in connection with any borrowing or refinancing of borrowing by or
on behalf of the Partnership or by or on behalf of any Property Partnership
(whether or not secured), after deduction of all costs and expenses incurred by
the Partnership or the Property Partnership in connection with such borrowing,
and after deduction of that portion of such proceeds used to repay any other
indebtedness of the Partnership or Property Partnerships, or any interest or
premium thereon.
     "Net Income or Net Loss" shall mean, for each fiscal year or other
applicable period, an amount equal to the Partnership's net income or loss for
such year or period as determined for federal income tax purposes by the
Accountants, determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Section 703(a) of the Code shall be included in taxable
income or loss), with the following adjustments:  (a) by including as an item
of gross income any tax-exempt income received by the Partnership; (b) by
treating as a deductible expense any expenditure of the Partnership described
in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to
organize the Partnership (unless an election is made pursuant to Code Section
709(b)) or to promote the sale of interests in the Partnership and by treating
deductions for any losses incurred in connection with the sale or exchange of
Partnership property disallowed pursuant to 



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Section 267(a)(1) or Section 707(b) of the Code as expenditures described in
Section 705(a)(2)(B) of the Code); (c) in lieu of depreciation, depletion,
amortization, and other cost recovery deductions taken into account in
computing total income or loss, there shall be taken into account Depreciation;
(d) gain or loss resulting from any disposition of Partnership property with
respect to which gain or loss is recognized for federal income tax purposes
shall be computed by reference to the Gross Asset Value of such property rather
than its adjusted tax basis; and (e) in the event of an adjustment of the Gross
Asset Value of any Partnership asset which requires that the Capital Accounts
of the Partnership be adjusted pursuant to Regulation Section
1.704-1(b)(2)(iv)(e), (f) and (m), the amount of such adjustment is to be taken
into account as additional Net Income or Net Loss pursuant to Exhibit C.
     "Net Operating Cash Flow" shall mean, with respect to any fiscal period of
the Partnership, the excess, if any, of "Receipts" over "Expenditures."  For
purposes hereof, the term "Receipts" means the sum of all cash receipts of the
Partnership from all sources for such period, including Net Sale Proceeds and
Net Financing Proceeds but excluding Capital Contributions, and any amounts
held as reserves as of the last day of such period which the General Partner
reasonably deems to be in excess of necessary reserves as determined below.
The term "Expenditures" means the sum of (a) all cash expenses or expenditures
of the Partnership for such period, (b) the amount of all payments of principal
and interest on account of any indebtedness of the Partnership including
payments of principal and interest on account of General Partner Loans, or
amounts due on such indebtedness during such period (in the case of clauses (a)
and (b), excluding expenses or expenditures paid from previously established
reserves or deducted in computing Net Financing Proceeds or Net Sales
Proceeds), and (c) such additional cash reserves as of the last day of such
period as the General Partner deems necessary for any capital or operating
expenditure permitted hereunder.
     "Net Sale Proceeds" means the cash proceeds received by the Partnership in
connection with a sale of any asset by or on behalf of the Partnership or by or
on behalf of a Property Partnership after deduction of any costs or expenses
incurred by the Partnership or a Property Partnership, or payable specifically
out of the proceeds of such sale (including, without limitation, any repayment
of any indebtedness required to be repaid as a result of such sale or which the
General Partner elects to repay out of the proceeds of such sale, together with
accrued interest and premium, if any, thereon and any sales commissions or
other costs and expenses due and payable to any Person in connection with a
sale, including to a Partner or its Affiliates).
     "Nonrecourse Deductions" shall have the meaning set forth in Sections
1.704-2(b)(1) and (c) of the Regulations.
     "Nonrecourse Liabilities" shall have the meaning set forth in Section
1.704-2(b)(3) of the Regulations.
     "Offered Units" shall have the meaning set forth in the Bucksbaum Rights
Agreement.
     "Partner Nonrecourse Deductions" shall have the meaning set forth in
Section 1.704-2(i)(2) of the Regulations.
     "Partners" shall mean the General Partner and the Limited Partners, their
duly admitted successors or assigns or any Person who is a partner of the
Partnership at the time of reference thereto.
     "Partnership" shall have the meaning set forth in the preliminary recitals
hereto.
     "Partnership Minimum Gain" shall have the meaning set forth in Section
1.704-2(b)(2) of the Regulations.



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     "Partnership Record Date" shall mean the record date established by the
General Partner for a distribution of Net Operating Cash Flow pursuant to
Section 5.2 hereof, which record date shall be the same as the record date
established by the General Partner for the distribution to its stockholders of
some or all of its share of such distribution.
     "Percentage Interest" shall mean, with respect to any Partner at any time,
the percentage ownership interest of such Partner in the Partnership at such
time, which percentage interest shall be equal to the quotient of the number of
Units owned by such Partner at such time divided by the aggregate number of
issued and outstanding Units at such time.  The Percentage Interest of each
Partner on the date hereof is set forth opposite its name on Exhibit A.
     "Person" shall mean any individual or Entity.
     "Precontribution Gain" shall have the meaning set forth in Exhibit C.
     "Prime Rate" shall mean the prime rate announced from time to time by
Wells Fargo Bank, N.A. or any successor thereof.
     "Property" shall mean any Shopping Center Project in which  the
Partnership or any Property Partnership, directly or indirectly, acquires
ownership of a fee or leasehold interest.
     "Property Manager" shall mean General Growth Management, Inc., a Delaware
corporation, or its permitted successors or assigns.
     "Property Partnership" shall mean and include any partnership, limited
liability company or other Entity in which the Partnership directly or
indirectly is or becomes a partner, member or other equity participant and
which has been or is formed for the purpose of directly or indirectly
acquiring, developing or owning a Property or a proposed Property.
     "Property Partnership Interests" shall mean and include the interest of
the Partnership as a partner, member or other equity participant in any
Property Partnership.
     "Qualified Individual" shall have the meaning set forth in Section 12.2
hereof.
     "Regulations" shall mean the final, temporary or proposed Income Tax
Regulations promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).
     "Regulatory Allocations" shall have the meaning set forth in Exhibit C.
     "REIT" shall mean a real estate investment trust as defined in Section 856
of the Code.
     "REIT Expenses" shall mean (i) costs and expenses relating to the
formation and continuity of existence of the General Partner and its
subsidiaries (which subsidiaries shall, for purposes of this definition, be
included within the definition of General Partner), including taxes, fees and
assessments associated therewith, any and all costs, expenses or fees payable
to any director or trustee of the General Partner or such subsidiaries, (ii)
costs and expenses relating to any offer or registration of securities by the
General Partner and all statements, reports, fees and expenses incidental
thereto, including underwriting discounts and selling commissions applicable to
any such offer of securities, (iii) costs and expenses associated with the
preparation and filing of any periodic reports by the General Partner under
federal, state or  local laws or regulations, including filings with the SEC,
(iv) costs and expenses associated with compliance by the General Partner with
laws, rules and regulations promulgated by any regulatory body, including the
SEC, and (v) all other operating or administrative costs of the General Partner
incurred in the ordinary course of its business on behalf of the Partnership.
     "REIT Requirements" shall have the meaning set forth in Section 5.2
hereof.
     "Requesting Party" shall have the meaning set forth in Section 12.2
hereof.
     "Required Funds" shall have the meaning set forth in Section 4.3 hereof.


<PAGE>   11


     "Responding Party" shall have the meaning set forth in Section 12.2
hereof.
     "Restricted Period" shall have the meaning set forth in Section 9.5
hereof.
     "Restrictions Lapse Date" shall have the meaning set forth in Section 9.5
hereof.
     "Rights" shall mean "Rights", "Redemption Rights" or other similar rights
as defined in the Rights Agreements.
     "Rights Agreements" shall mean the Bucksbaum Rights Agreement and those
certain Redemption Rights Agreements entered into by the Partnership, the
General Partner and certain Limited Partners or their predecessors in interest
in connection with the issuance of Units to such Limited Partners or such
predecessors in interest.
     "SEC" shall mean the United States Securities and Exchange Commission.
     "Section 704(c) Tax Items" shall have the meaning set forth in Exhibit C.
     "Shopping Center Project" shall mean any shopping center, including
construction and improvement activities undertaken with respect thereto and
off-site improvements, on-site improvements, structures, buildings and/or
related parking and other facilities.
     "Stock Incentive Plan" means the General Partner's 1993 Stock Incentive
Plan, as amended.
     "Substituted Limited Partner" shall have the meaning set forth in Section
8.2 hereof.
     "Tax Items" shall have the meaning set forth in Exhibit C.
     "Trading Day" shall mean a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted
to trading on any national securities exchange, shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.
     "Units" shall mean, with respect to any Partner, the partnership units
owned by such Partner in the Partnership.  The number of Units held by each
Partner on the date hereof is set forth opposite its name on Exhibit A.
     Exhibits, Etc.  References to an "Exhibit" or to a "Schedule" are, unless
otherwise specified, to one of the Exhibits or Schedules attached to this
Agreement, and references to an "Article" or a "Section" are, unless otherwise
specified, to one of the Articles or Sections of this Agreement.  Each Exhibit
and Schedule attached hereto and referred to herein is hereby incorporated
herein by reference.
     ARTICLE II
     Continuation


     Continuation.  The parties hereto do hereby continue the Partnership as a
limited partnership pursuant to the provisions of the Act, and all other
pertinent laws of the State of Delaware, for the purposes and upon the terms
and conditions hereinafter set forth.  The Partners agree that the rights and
liabilities of the Partners shall be as provided in the Act except as otherwise
herein expressly provided.  The General Partner shall cause such notices,
instruments, documents, or certificates as may be required by applicable law or
which may be necessary to enable the Partnership to conduct its business and to
own its properties in the Partnership name to be filed or recorded in all
appropriate public offices.
     Name.  The business of the Partnership shall continue to be conducted
under the name of "GGP Limited Partnership" or such other name as the General
Partner may select, and 



<PAGE>   12




all transactions of the Partnership, to the extent permitted by applicable law,
shall be carried on and completed in such name.
     Character of the Business.  The purpose of the Partnership shall be to
acquire, hold, own, develop, construct, improve, maintain, operate, sell,
lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal
with Properties; to acquire, hold, own, develop, construct, improve, maintain,
operate, sell, lease, transfer, encumber, convey, exchange, and otherwise
dispose of or deal with real and personal property of all kinds; to exercise
all of the powers of a partner, member or other equity participant in Property
Partnerships; to acquire, own, deal with and dispose of Property Partnership
Interests; to undertake such other activities as may be necessary, advisable,
desirable or convenient to the business of the Partnership, and to engage in
such other ancillary activities as shall be necessary or desirable to
effectuate the foregoing purposes.  The Partnership shall have all powers
necessary or desirable to accomplish the purposes enumerated.  In connection
with and without limiting the foregoing, but subject to all of the terms,
covenants, conditions and limitations contained in this Agreement and any other
agreement entered into by the Partnership, the Partnership shall have full
power and authority, directly or through its interest in Property Partnerships,
to enter into, perform, and carry out contracts of any kind, to borrow money
and to issue evidences of indebtedness, whether or not secured by mortgage,
trust deed, pledge or other lien, and, directly or indirectly, to acquire and
construct additional Properties necessary or useful in connection with its
business.
     Location of the Principal Place of Business.  The location of the
principal place of business of the Partnership shall be at 55 West Monroe
Street, Suite 3100, Chicago, Illinois 60603, or such other location as shall be
selected from time to time by the General Partner in its sole discretion.
     Registered Agent and Registered Office.  The Registered Agent of the
Partnership shall be Prentice-Hall Corporation System, Inc. or such other
Person as the General Partner may select in its sole discretion.  The 
Registered Office of the Partnership shall be 32 Loockerman Square, 
Suite L-100, Dover, Delaware 19901 or such other location as the
General Partner may select in its sole and absolute discretion.
     ARTICLE III
     Term
     Commencement.  The Partnership heretofore commenced business as a limited
partnership upon the filing of the Certificate with the Secretary of State of
the State of Delaware.
     Dissolution. The Partnership shall continue until dissolved upon the
occurrence of the earliest of the following events:


     The dissolution, termination, retirement or Bankruptcy of the General
Partner unless the Partnership is continued as provided in Section 8.1 hereof;

     The election to dissolve the Partnership made in writing by the General
Partner with the Consent of the Limited Partners;

     The sale or other disposition of all or substantially all the assets of
the Partnership unless the General Partner, with the Consent of the Limited
Partners, elects to continue the Partnership business for the purpose of the
receipt and the collection of indebtedness or the collection of any 


<PAGE>   13



other consideration to be received in exchange for the assets of the
Partnership (which activities shall be deemed to be part of the winding up of
the affairs of the Partnership);

     Dissolution required by operation of law; or

     December 31, 2050.
     ARTICLE IV
     Contributions to Capital


     General Partner Capital Contribution.  The General Partner has heretofore
contributed to the Partnership as its Capital Contribution the cash and
property reflected in the Partnership's books and records as having been
contributed by it.  The gross fair market value of any property contributed by
the General Partner to the Partnership ("Contributed Property") after the date
hereof, other than money, shall be the acquisition cost of such Contributed
Property (the "Acquisition Cost").  The Acquisition Cost also shall include any
costs and expenses incurred by the General Partner in connection with such
acquisition or contribution; provided, however, that in the event the
Acquisition Cost of Contributed Property is financed by any borrowings by the
General Partner, the Partnership shall assume any such obligations of the
General Partner concurrently with the contribution of such property to the
Partnership or, if impossible, shall obligate itself to the General Partner in
an amount and on terms equal to such indebtedness, and the Acquisition Cost
shall be reduced appropriately.  If the General Partner contributes Contributed
Property to the Partnership, the General Partner shall be deemed to have
contributed to the Partnership as Contributed Funds pursuant to Section
4.3(a)(ii) hereof an amount equal to the Acquisition Cost of such Contributed
Property.
     Limited Partner Capital Contributions.  Each Limited Partner has
heretofore contributed, or is deemed to have contributed, as its initial
Capital Contribution to the capital of the Partnership, the property reflected
in the Partnership's books and records as having been contributed by it.
     Additional Funds.
     If the General Partner determines that funds are required or desired
("Required Funds") for any proper Partnership purpose in excess of the funds
anticipated to be available and the General Partner is not able or does not
deem it advisable to cause the Partnership to borrow such funds, the General
Partner shall either:

     to the extent the General Partner borrows all or any portion of the
Required Funds by entering into a Funding Loan, the General Partner shall, on
the Funding Date, lend (the "General Partner Loan") to the Partnership the 
Funding Loan Proceeds on the same terms and conditions, including interest 
rate, repayment schedule and costs and expenses, as shall be applicable with 
respect to or incurred in connection with the Funding Loan; or

     to the extent the General Partner issues shares of its Common Stock or
other securities (other than notes issued in connection with a Funding Loan) to
raise the Required Funds, the General Partner shall, on the Funding Date,
contribute to the Partnership as an additional Capital Contribution the amount
of the Required Funds so raised ("Contributed Funds") (hereinafter, 


<PAGE>   14



each Funding Date on which the General Partner so contributes Contributed Funds
pursuant to this subparagraph (ii) is referred to as an "Adjustment Date").  In
the event the General Partner advances Required Funds to the Partnership as
Contributed Funds pursuant to this subparagraph (ii), the Partnership shall
assume and pay (or reflect on its books as additional Contributed Funds) the
expenses (including any applicable underwriting discounts) incurred by the
General Partner in connection with raising such Contributed Funds through a
public offering of its securities or otherwise.

     Effective on each Adjustment Date, the Partnership shall issue to the
General Partner the number of additional Units equal to the product of (i) the
number of shares of Common Stock issued by the General Partner in connection
with obtaining the Contributed Funds and (ii) the Conversion Factor.  The
General Partner promptly shall provide the Limited Partners with notice of the
issuance of any such Units.

     Stock Incentive Plan.  If at any time or from time to time Incentive
Options granted in connection with the General Partner's Stock Incentive Plan
are exercised in accordance with  the terms of the Incentive Option Agreement:
     the General Partner shall, as soon as practicable after such exercise,
contribute to the capital of the Partnership an amount equal to the exercise
price paid to the General Partner by such exercising party in connection with
the exercise of the Incentive Option; and

     the Partnership shall issue to the General Partner, with respect to any
exercise of Incentive Options, the number of additional Units equal to the
product of (i) the number of shares of Common Stock issued by the General
Partner in connection with such exercise of Incentive Options and (ii) the
Conversion Factor.

     No Third Party Beneficiary.  No creditor or other third party having
dealings with the Partnership shall have the right to enforce the right or
obligation of any Partner to make Capital Contributions or loans or to pursue
any other right or remedy hereunder or at law or in equity, it being understood
and agreed that the provisions of this Agreement shall be solely for the
benefit of, and may be enforced solely by, the parties hereto and their
respective successors and assigns.  None of the rights or obligations of the
Partners herein set forth to make Capital Contributions or loans to the
Partnership shall be deemed an asset of the Partnership for any purpose by any
creditor or other third party, nor may such rights or obligations be sold,
transferred or assigned by the Partnership or pledged or encumbered by the
Partnership to secure any debt or other obligation of the Partnership or of any
of the Partners.
     No Interest; No Return.  No Partner shall be entitled to interest on its
Capital Contribution or on such Partner's Capital Account.  Except as provided
herein or by law, no Partner shall have any right to demand or receive the
return of its Capital Contribution from the Partnership.
     ARTICLE V
     Allocations and Other Tax and Accounting Matters
     Allocations.  The Net Income, Net Loss and/or other Partnership items
shall be allocated pursuant to the provisions of Exhibit C hereto.
     Distributions.


<PAGE>   15


     (a)  The General Partner shall, from time to time as determined by the
General Partner (but in any event not less frequently than quarterly), cause
the Partnership to distribute all or a portion of Net Operating Cash Flow to
the Partners who are such on the relevant Partnership Record Date in such
amounts as the General Partner shall determine; provided, however, that all
such distributions shall be made pro rata in accordance with the Partners' then
Percentage Interests; and provided further, that notwithstanding the
foregoing, the General Partner shall use its best efforts to cause the
Partnership to distribute sufficient amounts to enable the General Partner to
pay shareholder dividends that will (a) satisfy the requirements for qualifying
as a REIT under the Code and Regulations ("REIT Requirements"), and (b) avoid
any federal income or excise tax liability of the General Partner. (b)  In no
event may a Limited Partner receive a distribution of Net Operating Cash Flow
in respect of a Unit that such Partner has exchanged for a share of Common
Stock pursuant to a Rights Agreement on or prior to the relevant Partnership
Record Date; rather, all such distributions shall be made to the General
Partner.  Upon the receipt by the General Partner of each Exercise Notice
pursuant to which one or more Limited Partners exercise Rights in accordance
with the provisions of the Bucksbaum Rights Agreement, the General Partner
shall, unless the General Partner is required or elects only to issue Common
Stock to such exercising Limited Partners, cause the Partnership to distribute
to the Partners, pro rata in accordance with their Percentage Interests on the
date of delivery of such Exercise Notice, all (or such lesser portion as the
General Partner shall reasonably determine to be prudent under the
circumstances) of Net Operating Cash Flow, which distribution shall be made
prior to the closing of the purchase and sale of the Offered Units specified in
such Exercise Notice.


     Books of Account.  At all times during the continuance of the Partnership,
the General Partner shall maintain or cause to be maintained full, true,
complete and correct books of account in accordance with generally accepted
accounting principles wherein shall be entered particulars of all monies, goods
or effects belonging to or owing to or by the Partnership, or paid, received,
sold or purchased in the course of the Partnership's business, and all of such
other transactions, matters and things relating to the business of the
Partnership as are usually entered in books of account kept by persons  engaged
in a business of a like kind and character.  In addition, the Partnership shall
keep all records as required to be kept pursuant to the Act.  The books and
records of account shall be kept at the principal office of the Partnership,
and each Partner shall at all reasonable times have access to such books and
records and the right to inspect the same.
     Reports.  The General Partner shall cause to be submitted to the Limited
Partners, promptly upon receipt of the same from the Accountants and in no
event later than April 1 of each year, copies of Audited Financial Statements
prepared on a consolidated basis for the Partnership, the General Partner and
the Property Partnerships, together with the reports thereon, and all
supplementary schedules and information, prepared by the Accountants.  The
Partnership shall also cause to be prepared such reports and/or information as
are necessary for the General Partner to determine its qualification as a REIT
and its compliance with REIT Requirements.
     Audits. Not less frequently than annually, the books and records of the
Partnership shall be audited by the Accountants.  The General Partner shall,
unless determined otherwise by the General Partner with the Consent of the
Limited Partners, engage the 



<PAGE>   16


Accountants to audit the books and records of the Property Partnerships.
     Tax Elections and Returns.
     (a)  All elections required or permitted to be made by the Partnership
under any applicable tax law shall be made by the General Partner in its sole
discretion, including without limitation an election on behalf of the
Partnership pursuant to Section 754 of the Code to adjust the basis of the
Partnership property in the case of transfers of Units, and the General Partner
shall not be required to make any such election.
     (b)  The General Partner shall cause the Accountants to prepare and file
all state and federal tax returns on a timely basis.  The General Partner shall
cause the Accountants to prepare and submit to the Limited Partner
Representatives on or before April 1 of each year for review all federal and
state income tax returns of the Partnership and cause the Accountants for the
Property Partnerships to submit to the Limited Partner Representatives on or
before April 1 of each year for review all federal and state income tax returns
of the Property Partnerships.  If the Limited Partner Representatives determine
that any modifications to the tax returns of the Partnership or any Property
Partnership should be considered, the Limited Partner Representatives shall,
within thirty (30) days following receipt of such tax returns from the
Accountants or the General Partner, indicate to the General Partner the
suggested revisions to the tax returns, which returns shall be resubmitted to
the Limited Partner Representatives for their review (but not approval).  The
Limited Partner Representatives shall complete their review of the resubmitted
returns within ten (10) days after receipt thereof from the Accountants or the
General Partner.  The General Partner shall consult in good faith with the
Limited Partner Representatives regarding any such proposed modifications to
the tax returns of the Partnership and/or the Property Partnerships.  A
statement of the allocation of Net Income or Net Loss of the Partnership shown
on the annual income tax returns prepared by the Accountants and a statement of
the allocation of Net Income or Net Loss shown on the income tax return of the
Property Partnerships shall be transmitted and delivered to the Limited Partner
Representatives within ten (10) days of the receipt thereof by the Partnership.
The General Partner shall be responsible for preparing and filing all federal
and state tax returns for the Partnership and furnishing copies thereof to the
Partners, together with required Partnership schedules showing allocations of
tax items and copies of the tax returns of all Property Partnerships, all
within the period of time prescribed by law or by the provisions hereof.
     Tax Matters Partner.  The General Partner is hereby designated as the Tax
Matters Partner within the meaning of Section 6231(a)(7) of the Code for the
Partnership; provided, however, (i) in exercising its authority as Tax Matters
Partner it shall be limited by the provisions of this Agreement affecting tax
aspects of the Partnership; (ii) the General Partner shall consult in good
faith with the Limited Partner Representatives regarding the filing of a Code
Section 6227(b) administrative adjustment request with respect to the
Partnership or a Property before filing such request, it being understood,
however, that the provisions hereof shall not be construed to limit the ability
of any Partner, including the General Partner, to file an administrative
adjustment request on its own behalf pursuant to Section 6227(a) of the Code;
(iii) the General Partner shall consult in good faith with the Limited Partner
Representatives regarding the filing of a petition for judicial review of an
administrative adjustment request under Section 6228 of the Code, or a petition
for judicial review of a final partnership administrative judgment under
Section 6226 of the Code relating to the Partnership before filing such
petition; (iv) the General Partner shall give prompt notice to the Limited
Partner Representatives of the 


<PAGE>   17


receipt of any written notice that the Internal Revenue Service or any state or
local taxing authority intends to examine Partnership income tax returns for
any year, receipt of written notice of the beginning of an administrative
proceeding at the Partnership level relating to the Partnership under Section
6223 of the Code, receipt of written notice of the final Partnership
administrative adjustment relating to the Partnership pursuant to Section 6223
of the Code, and receipt of any request from the Internal Revenue Service for
waiver of any applicable statute of limitations with respect to the filing of
any tax return by the Partnership; and (v) the General Partner shall promptly
notify the Limited Partner Representatives if the General Partner does not
intend to file for judicial review with respect to the Partnership.  The
General Partner, in acting on behalf of the Partnership as tax matters partner
of a Property Partnership, shall afford the Limited Partners the same rights
with respect to Property Partnership tax matters as afforded to the Limited 
Partners under this Section 5.7.
     Withholding.  Each Partner hereby authorizes the Partnership to withhold
or pay on behalf of or with respect to such Partner any amount of federal,
state, local or foreign taxes that the General Partner determines the
Partnership is required to withhold or pay with respect to any amount
distributable or allocable to such Partner pursuant to this Agreement,
including without limitation any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445 or 1446 of the Code.  Any
amount paid on behalf of or with respect to a partner shall constitute a loan
by the Partnership to such Partner, which loan shall be due within fifteen (15)
days after repayment is demanded of such Partner and shall be repaid through
withholding of subsequent distributions to such Partner.  Nothing in this
Section 5.8 shall create any obligation on the General Partner to advance funds
to the Partnership or to borrow funds in order to make payments on account of
any liability of the Partnership under a withholding tax act.  Any amounts
payable by a Limited Partner hereunder shall bear interest at the lesser of (a)
the Prime Rate and (b) the maximum lawful rate of interest on such obligation,
such interest to accrue from the date such amount is due (i.e., fifteen (15)
days after demand) until such amount is paid in full.  To the extent the
payment or accrual of withholding tax results in a federal, state or local tax
credit to the Partnership, such credit shall be allocated to the Partner to
whose distribution the tax is attributable.
     ARTICLE VI
     Rights, Duties and Restrictions of the General Partner
     Expenditures by Partnership.  The General Partner is hereby authorized to
pay compensation for accounting, administrative, legal, technical, management
and other services rendered to the Partnership.  All of the aforesaid
expenditures shall be made on behalf of the Partnership and the General 
Partner shall be entitled to reimbursement by the Partnership for any
expenditures incurred by it on behalf of the Partnership which shall be made
other than out of the funds of the Partnership.  The Partnership shall also
assume, and pay when due, all Administrative Expenses.
     Powers and Duties of General Partner.  The General Partner shall be
responsible for the management of the Partnership's business and affairs.
Except as otherwise herein expressly provided, and subject to the limitations
contained in Section 6.3 hereof with respect to Major Decisions, the General
Partner shall have, and is hereby granted, full and complete power, authority
and discretion to take such action for and on behalf of the Partnership and in
its name as the General Partner shall, in its sole and absolute discretion,
deem necessary or appropriate to carry out the purposes for which the
Partnership was organized.  Except as otherwise expressly 


<PAGE>   18


provided herein, and subject to Section 6.3 hereof, the General Partner shall 
have the right, power and authority:


     To manage, control, invest, reinvest, acquire by purchase, lease or
otherwise, sell, contract to purchase or sell, grant, obtain, or exercise
options to purchase, options to sell or conversion rights, assign, transfer,
convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair,
maintain, insure, lease for any term and otherwise deal with any and all
property of whatsoever kind and nature, and wheresoever situated, in
furtherance of the purposes of the Partnership;

     To acquire, directly or indirectly, interests in real estate of any kind
and of any type, and any and all kinds of interests therein, and to determine
the manner in which title thereto is to be held; to manage, insure against
loss, protect and subdivide any of the real estate, interests therein or parts
thereof; to improve, develop or redevelop any such real estate; to participate
in the ownership and development of any property; to dedicate for public use,
to vacate any subdivisions or parts thereof, to resubdivide, to contract to
sell, to grant options to purchase or lease, to sell on any terms; to convey,
to mortgage, pledge or otherwise encumber said property, or any part thereof;
to lease said property or any part thereof from time to time, upon any terms
and for any period of time, and to renew or extend leases, to amend, change or
modify the terms and provisions of any leases and to grant options to lease and
options to renew leases and options to purchase; to partition or to exchange
said real property, or any part thereof, for other real or personal property;
to grant easements or charges of any kind; to release, convey or assign any
right, title or interest in or about or easement appurtenant to said property
or any part thereof; to construct and reconstruct, remodel, alter, repair, add
to or take from buildings on said premises; to insure any Person having an
interest in or responsibility for the care, management or repair of such
property; to direct the trustee of any land trust to mortgage, lease, convey or
contract to convey the real estate held in such land trust or to execute and
deliver deeds, mortgages, notes, and any and all documents pertaining to the
property subject to such land trust or in any matter regarding such trust; to
execute assignments of all or any part of the beneficial interest in such land
trust;

     To employ, engage or contract with or dismiss from employment or
engagement Persons to the extent deemed necessary by the General Partner for
the operation and management of the Partnership business, including but not
limited to, the engagement of the Property Manager pursuant to the Management
Agreements and the employment or engagement of other contractors,
subcontractors, engineers, architects, surveyors, mechanics, consultants,
accountants, attorneys, insurance brokers, real estate brokers and others;

     To enter into contracts on behalf of the  Partnership;

     To borrow money, procure loans and advances from any Person for
Partnership purposes, and to apply for and secure, from any Person, credit or
accommodations; to contract liabilities and obligations, direct or contingent
and of every kind and nature with or without security; and to repay, discharge,
settle, adjust, compromise, or liquidate any such loan, advance, credit,


<PAGE>   19


obligation or liability;

     To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into
sale and leaseback arrangements or otherwise give as security or as additional
or substitute security, or for sale or other disposition any and all
Partnership property, tangible or intangible, including, but not limited to,
real estate and beneficial interests in land trusts, and to make substitutions
thereof, and to receive any proceeds thereof upon the release or surrender
thereof; to sign, execute and deliver any and all assignments, deeds and other
contracts and instruments in writing; to authorize, give, make, procure, accept
and receive moneys, payments, property, notices, demands, vouchers, receipts,
releases, compromises and adjustments; to waive notices, demands, protests and
authorize and execute waivers of every kind and nature; to enter into, make,
execute, deliver and receive written agreements, undertakings and instruments
of every kind and nature; to give oral instructions and make oral agreements;
and generally to do any and all other acts and things incidental to any of the
foregoing or with reference to any dealings or transactions which any attorney
may deem necessary, proper or advisable;

     To acquire and enter into any contract of insurance which the General
Partner deems necessary or appropriate for the protection of the Partnership,
for the conservation of the Partnership's assets or for any purpose convenient
or beneficial to the Partnership;

     To conduct any and all banking transactions on behalf of the Partnership;
to adjust and settle checking, savings, and other accounts with such
institutions as the General Partner shall deem appropriate; to draw, sign,
execute, accept, endorse, guarantee, deliver, receive and pay any checks,
drafts, bills of exchange, acceptances, notes, obligations, undertakings and
other instruments for or relating to the payment of money in, into, or from any
account in the Partnership's name; to execute, procure, consent to and
authorize extensions and renewals of the same; to make deposits and withdraw
the same and to negotiate or discount commercial paper, acceptances, negotiable
instruments, bills of exchange and dollar drafts;

     To demand, sue for, receive, and otherwise take steps to collect or
recover all debts, rents, proceeds, interests, dividends, goods, chattels,
income from property, damages and all other property, to which the Partnership
may be entitled or which are or may become due the Partnership from any Person;
to commence, prosecute or enforce, or to defend, answer or oppose, contest and
abandon all legal proceedings in which the Partnership is or may hereafter be
interested; and to settle, compromise or submit to arbitration any accounts,
debts, claims, disputes and matters which may arise between the Partnership and
any other Person and to grant an extension of time for the payment or
satisfaction thereof on any terms, with or without security;

     To make arrangements for financing, including the taking of all action
deemed necessary or appropriate by the General Partner to cause any approved
loans to be closed;

     To take all reasonable measures necessary to insure compliance by the
Partnership with applicable arrangements, and other contractual obligations and
arrangements entered into by the Partnership from time to time in accordance
with the provisions of this Agreement, including 



<PAGE>   20


periodic reports as required to lenders and using all due diligence to
insure that the Partnership is in compliance with its contractual obligations;

     To maintain the Partnership's books and records; and

     To prepare and deliver, or cause to be prepared and delivered by the
Partnership's Accountants, all financial and other reports with respect to the
operations of the Partnership, and preparation and filing of all Federal and
state tax returns and reports.

Except as otherwise provided herein, to the extent the duties of the General
Partner require expenditures of funds to be paid to third parties, the General
Partner shall not have any obligations hereunder except to the extent that
Partnership funds are reasonably available to it for the performance of such
duties, and nothing herein contained shall be deemed to authorize or require
the General Partner, in its capacity as  such, to expend its individual funds
for payment to third parties or to undertake any individual liability or
obligation on behalf of the Partnership.
     Major Decisions.  The General Partner shall not, without the prior Consent
of the Limited Partners, on behalf of the Partnership, undertake any of the
following actions (the "Major Decisions"):
     Amend, modify or terminate this Agreement other than to reflect the
admission of additional limited partners pursuant to Section 8.3 hereof or the
issuance of additional Units pursuant to Section 4.3 hereof.

     Make a general assignment for the benefit of creditors or appoint or
acquiesce in the appointment of a custodian, receiver or trustee for all or any
part of the assets of the Partnership.

     Take title to any personal or real property, other than in the name of the
Partnership or a Property Partnership or pursuant to the provisions hereof.

     Institute any proceeding for Bankruptcy on behalf of the Partnership.

     Sell all or substantially all of the assets of the Partnership.

     Dissolve the Partnership.

     Actions with Respect to Certain Documents.  Notwithstanding the provisions
of Section 6.3 hereof to the contrary, whenever the consent, agreement,
authorization or approval of the Partnership is required under any agreement to
which the Bucksbaum Limited Partners and/or their Affiliates are parties in
interest other than in their capacities as Limited Partners of the Partnership,
the prior approval of a majority of the directors of the General Partner who
are not Affiliates of the Bucksbaum Limited Partners shall be required.
     General Partner Participation.  The General Partner agrees that all
business activities of the General Partner,  including activities pertaining to
the acquisition, development and ownership of Properties, shall be conducted
through the Partnership (other than the General Partner's interest of not more
than one percent (1%) in Property Partnerships not owned through the
Partnership).  Without the Consent of the Limited Partners, the General Partner
shall not, 




<PAGE>   21



directly or indirectly, participate in or otherwise acquire any interest in any
real or personal property unless the Partnership participates in, or otherwise
acquires an interest in, such real or personal property at least to the extent
of 99 times such proposed participation by the General Partner.  The General
Partner agrees that all borrowings for the purpose of making distributions to
its stockholders will be incurred by the Partnership or the Property
Partnerships and the proceeds of such indebtedness will be included as Net
Financing Proceeds hereunder.
     Proscriptions.  The General Partner shall not have the authority to:

     Do any act in contravention of this Agreement or which would make it
impossible to carry on the ordinary business of the Partnership;

     Possess any Partnership property or assign rights in specific Partnership
property for other than Partnership purposes; or

     Do any act in contravention of applicable law.

Nothing herein contained shall impose any obligation on any Person or firm
doing business with the Partnership to inquire as to whether or not the General
Partner has properly exercised its authority in executing any contract, lease,
mortgage, deed or  other instrument or document on behalf of the Partnership,
and any such third Person shall be fully protected in relying upon such
authority.
     Additional Partners.  Additional Partners may be admitted to the
Partnership only as provided in Section 8.3 hereof.
     Title Holder.  To the extent allowable under applicable law, title to all
or any part of the properties of the Partnership may be held in the name of the
Partnership or any other individual, corporation, partnership, trust or
otherwise, the beneficial interest in which shall at all times be vested in
the Partnership.  Any such title holder shall perform any and all of its
respective functions to the extent and upon such terms and conditions as may be
determined from time to time by the General Partner.
     Compensation of the General Partner.  The General Partner shall not be
entitled to any compensation for services rendered to the Partnership solely in
its capacity as General Partner except with respect to reimbursement for those
costs and expenses constituting Administrative Expenses.
     Waiver and Indemnification.
     Neither the General Partner nor any Person acting on its behalf, pursuant
hereto, shall be liable, responsible or accountable in damages or otherwise to
the Partnership or to any Partner for any acts or omissions performed or
omitted to be performed by them within the scope of the authority conferred
upon the General Partner by this Agreement and the Act, provided that the
General Partner's or such other Person's conduct or omission to act was taken
in good faith and in the belief that such conduct or omission was in the best
interests of the Partnership and, provided further, that the General Partner or
such other Person shall not be guilty of fraud, misconduct or  gross
negligence.  The Partnership shall, and hereby does, indemnify and hold
harmless the General Partner and its Affiliates and any individual acting on
their behalf from any loss, damage, claim or liability, including, but not
limited to, reasonable attorneys' fees and expenses, incurred by them by reason
of any act performed by them in accordance with the standards set 


<PAGE>   22


forth above or in enforcing the provisions of this indemnity; provided,
however, no Partner shall have any personal liability with respect to the
foregoing indemnification, any such indemnification to be satisfied solely out
of the assets of the Partnership.

     Any Person entitled to indemnification under this Agreement shall be
entitled to receive, upon application therefor, advances to cover the costs of
defending any proceeding against such Person; provided, however, that such
advances shall be repaid to the Partnership, without interest, if such Person
is found by a court of competent jurisdiction upon entry of a final judgment
not to be entitled to such indemnification.  All rights of the indemnitee
hereunder shall survive the dissolution of the Partnership; provided, however,
that a claim for indemnification under this Agreement must be made by or on
behalf of the Person seeking indemnification prior to the time the Partnership
is liquidated hereunder.  The indemnification rights contained in this
Agreement shall be cumulative of, and in addition to, any and all rights,
remedies and recourse to which the person seeking indemnification shall be
entitled, whether at law or at equity.  Indemnification pursuant to this
Agreement shall be made solely and entirely from the assets of the Partnership
and no Partner shall be liable therefor.

     Limited Partner Representatives.  A Majority-In-Interest of the Bucksbaum
Limited Partners shall appoint one or more representatives ("Limited Partner
Representatives").  A Majority-In-Interest of the Bucksbaum Limited Partners
shall have the right, at any time, within their sole discretion, to replace any
of the Limited Partner Representatives, to appoint a temporary substitute to
act for any Limited Partner Representative unable to act, or to vest in only
one of the Limited Partner Representatives the sole power to exercise rights of
the Limited Partner Representatives hereunder.  The Limited Partner
Representatives shall be appointed by the Bucksbaum Limited Partners in
writing, a copy of which shall be delivered to the General Partner.  Any
appointments of Limited Partner Representatives made hereunder shall remain
effective until rescinded in a writing delivered to the General Partner and the
General Partner shall have the right and authority to rely (and shall be fully
protected in so doing) on the actions taken and directions given by such
Limited Partner Representatives without any further evidence of their authority
or further action by the Bucksbaum Limited Partners.
     Operation in Accordance with REIT Requirements.  The Partners acknowledge
and agree that the Partnership shall be operated in a manner that will enable
the General Partner to (a) satisfy the REIT Requirements and (b) avoid the
imposition of any federal income or excise tax liability.  The Partnership
shall avoid taking any action, or permitting any Property Partnership to take
any action, which would result in the General Partner ceasing to satisfy the
REIT Requirements or would result in the imposition of any federal income or
excise tax liability on the General Partner.  The determination as to whether
the Partnership has operated in the manner prescribed in this Section 6.12
shall be made without regard to any action or inaction of the General Partner
with respect to distributions and the timing thereof.
     ARTICLE VII
     Dissolution, Liquidation and Winding-Up
     Accounting.  In the event of the dissolution, liquidation and winding-up
of the Partnership, a proper accounting (which shall be certified) shall be
made of the Capital Account of each Partner and of the Net Profits or Net
Losses of the Partnership from the date of the last previous accounting to the
date of dissolution.  Financial statements presenting such accounting 


<PAGE>   23



shall include a report of a certified public accountant selected by the 
Liquidating Trustee.
     Distribution on Dissolution.  In the event of the dissolution and
liquidation of the Partnership for any reason, the assets of the Partnership
shall be liquidated for distribution in the following rank and order:


     Payment of creditors of the Partnership (other than Partners) in the order
of priority as provided by law;

     Establishment of reserves as provided by the General Partner to provide
for contingent liabilities, if any;

     Payment of debts of the Partnership to Partners, if any, in the order of
priority provided by law;

     To the Partners in accordance with the positive balances in their Capital
Accounts after giving effect to  all contributions, distributions and
allocations for all periods, including the period in which such distribution
occurs (other than those adjustments made pursuant to this Section 7.2(d) and
Section 7.3 hereof).

Whenever the Liquidating Trustee reasonably determines that any reserves
established pursuant to paragraph (b) above are in excess of the reasonable
requirements of the Partnership, the amount determined to be excess shall be
distributed to the Partners in accordance with the above provisions.
     Timing Requirements.  In the event that the Partnership is "liquidated"
within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and
all distributions to the Partners pursuant to Section 7.2(d) hereof shall be
made no later than the later to occur of (i) the last day of the taxable year
of the Partnership in which such liquidation occurs or (ii) ninety (90) days
after the date of such liquidation.
     Sale of Partnership Assets.  In the event of the liquidation of the
Partnership in accordance with the terms of this Agreement, the Liquidating
Trustee may, with the Consent of the Limited Partners, sell Partnership or
Property Partnership property if the Liquidating Trustee has in good faith
solicited bids from unrelated third parties and obtained independent appraisals
before making any such sale; provided, however, all sales, leases, encumbrances
or transfers of Partnership assets shall be made by the Liquidating Trustee
with the prior Consent of the Limited Partners and solely on an "arm's-length"
basis, at the best price and on the best terms and conditions as the
Liquidating Trustee in good faith believes are reasonably available at the time
and under the circumstances and on a non-recourse basis to the Limited
Partners.  The liquidation of the Partnership shall not be deemed finally
terminated until the Partnership shall have received cash payments in full with
respect to obligations such as notes, installment sale contracts or other
similar receivables received by the Partnership in connection with the sale of
Partnership assets and all obligations of the Partnership have been satisfied
or assumed by the General Partner.  The Liquidating Trustee shall continue to
act to enforce all of the rights of the Partnership pursuant to any such
obligations until paid in full.
     Distributions in Kind.  In the event that it becomes necessary to make a



<PAGE>   24




distribution of Partnership property in kind, the General Partner may, with the
Consent of the Limited Partners, transfer and convey such property to the
distributees as tenants in common, subject to any liabilities attached thereto,
so as to vest in them undivided interests in the whole of such property in
proportion to their respective rights to share in the proceeds of the sale of
such property (other than as a creditor) in accordance with the provisions of
Section 7.2 hereof.
     Documentation of Liquidation.  Upon the completion of the dissolution and
liquidation of the Partnership, the  Partnership shall terminate and the
Liquidating Trustee shall have the authority to execute and record any and all 
documents or instruments required to effect the dissolution, liquidation and 
termination of the Partnership.
     Liability of the Liquidating Trustee.  The Liquidating Trustee shall be
indemnified and held harmless by the Partnership from and against any and all
claims, demands, liabilities, costs, damages and causes of action of any nature
whatsoever arising out of or incidental to the Liquidating Trustee's taking of
any action authorized under or within the scope of this Agreement; provided,
however, that the Liquidating Trustee shall not be entitled to indemnification,
and shall not be held harmless, where the claim, demand, liability, cost,
damage or cause of action at issue arose out of:

     (a) A matter entirely unrelated to the Liquidating Trustee's action or
conduct pursuant to the provisions of this Agreement; or

     (b) The proven misconduct or negligence of the Liquidating Trustee.

     ARTICLE VIII
     Transfer of Units


     General Partner Transfer.  The General Partner shall not withdraw from the
Partnership and shall not sell, assign, pledge, encumber or otherwise dispose
of all or any portion of its Units without the Consent of the Limited Partners.
Upon any transfer of Units in accordance with the provisions of this Section
8.1, the transferee General Partner shall become vested with the powers and
rights of the transferor General Partner, and shall be liable for all
obligations and responsible for all duties of the General Partner, once such
transferee has executed such instruments as may be necessary to effectuate such
admission and  to confirm the agreement of such transferee to be bound by all
the terms and provisions of this Agreement with respect to the Units so
acquired.  It is a condition to any transfer otherwise permitted hereunder that
the transferee assumes by operation of law or express agreement all of the
obligations of the transferor General Partner under this Agreement with respect
to such transferred Units and no such transfer (other than pursuant to a
statutory merger or consolidation wherein all obligations and liabilities of
the transferor General Partner are assumed by a successor corporation by
operation of law) shall relieve the transferor General Partner of its
obligations under this Agreement without the Consent of the Limited Partners,
in their reasonable discretion.  In the event the General Partner withdraws
from the Partnership, in violation of this Agreement or otherwise, or dissolves
or terminates or upon the Bankruptcy of the General Partner, a
Majority-In-Interest of the Limited Partners may elect to continue the
Partnership business by selecting a substitute general partner.



<PAGE>   25




     Transfers by Limited Partners.  Each Limited Partner shall, subject to the
provisions of this Section 8.2 and Section 8.4 hereof, have the right to
transfer all or a portion of its Units to any Person, whether or not in
connection with the exercise of the Rights.  It is a condition to any transfer
otherwise permitted hereunder that the transferee assumes by operation of law
or express agreement all of the obligations of the transferor Limited Partner
under this Agreement with respect to such transferred Units and no such
transfer (other than pursuant to a statutory merger or consolidation wherein
all obligations and liabilities of the transferor Partner are assumed by a
successor corporation by operation of law) shall relieve the transferor Partner
of its obligations under this Agreement without the approval of the General
Partner, in its reasonable discretion.  Upon such transfer, the transferee
shall be admitted as a substituted limited partner as such term is defined in
the Act (the "Substituted Limited Partner") and shall succeed to all of the
rights of the transferor Limited Partner under this Agreement in the place and
stead of such transferor Limited Partner; provided, however, that
notwithstanding the foregoing, any transferee of any transferred Units, to the
extent such transferee is entitled to exercise Rights under the Rights
Agreement, shall be subject to any and all ownership limitations contained in
the Charter which may limit or restrict such transferee's ability to exercise
the Rights.  Any transferee, whether or not admitted as a Substituted Limited
Partner, shall take subject to the obligations of the transferor hereunder.
Unless admitted as a Substituted Limited Partner, no transferee, whether by a
voluntary transfer, by operation of law or otherwise, shall have rights
hereunder, other than to receive such portion of the distributions made by the
Partnership as are allocable to the Units transferred.
     Issuance of Additional Units.  At any time without the consent of any
Partner, but subject to the provisions of Section 8.4 hereof, the General
Partner may, upon its determination that the issuance of additional Units
("Additional Units") is in the best interests of the Partnership, cause the
Partnership to issue Additional Units to and admit as a limited partner in the
Partnership, any Person (the "Additional Partner") in exchange for the
contribution by such Person of cash and/or property desirable to further the
purposes of the Partnership under Section 2.3 hereof.  The number of Additional
Units issued to any Additional Partner shall be equal to the product of the (a)
Conversion Factor multiplied by (b) the quotient of (i) the Gross Asset Value
of the property contributed by the Additional Partner (net of liabilities
assumed by the Partnership in connection with the contribution of such Property
to the Partnership or to which such Property is subject) as of the date of
contribution (the "Contribution Date") divided by (ii) Current Per Share Market
Price in respect of such transaction, and the General Partner may admit an
Additional Partner to the Partnership upon such other terms as it deems
appropriate.  The General Partner shall be authorized on behalf of each of the
Partners to amend this Agreement to reflect the admission of any Additional
Partner in accordance with the provisions of this Section 8.3 in the event that
the General Partner deems such amendment to be desirable, and the General
Partner promptly shall deliver a copy of such amendment to each Limited
Partner.  Notwithstanding anything contained herein to the contrary, an
Additional Partner that acquires Additional Units pursuant to this Section 8.3
shall not acquire any interest in, and may not exercise or otherwise
participate in, any Rights pursuant to the Rights Agreements unless they are
expressly granted such rights.
     Restrictions on Transfer.  In addition to any other restrictions on
transfer herein contained, in no event may any transfer or assignment of Units
by any Partner be made (i) to any Person who lacks the legal right, power or
capacity to own Units; (ii) in violation of any 




<PAGE>   26



provision of any mortgage or trust deed (or the note or bond secured
thereby) constituting a Lien against a Property or any part thereof, or other
instrument, document or agreement to which the Partnership or any Property
Partnership is a party or otherwise bound; (iii) in violation of applicable
law; (iv) of any component portion of a Unit, such as the Capital Account, or
rights to Net Operating Cash Flow, separate and apart from all other components
of such Unit (other than such assignments of the right to receive distributions
as the General Partner shall approve in writing which approval the General
Partner may withhold in its sole discretion), (v) in the event such transfer
would cause the General Partner to cease to comply with the REIT Requirements,
(vi) if such transfer would cause a termination of the Partnership for federal
income tax purposes, (vii) if such transfer would, in the opinion of counsel to
the Partnership, cause the Partnership to cease to be classified as a
partnership for Federal income tax purposes, (viii) if such transfer would
cause the Partnership to become, with respect to any employee benefit plan
subject to Title 1 of ERISA, a "party-in-interest" (as defined in Section 3(14)
of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the
Code), or (ix) if such transfer would, in the opinion of counsel to the
Partnership, cause any portion of the assets of the Partnership to constitute
assets of any employee benefit plan pursuant to Department of Labor Regulations
Section 2510.2-101. Notwithstanding anything in this Agreement to the contrary,
no Partner may sell, assign or otherwise transfer its Units or other interest
in the Partnership or any portion thereof (or permit any interest in any Person
that directly or through another Person owns Units or other interests in the
Partnership to be transferred) to any Foreign Owner without providing written
notice of the same to the General Partner, and any such written notice shall be
received by the General Partner at least thirty days prior to any such sale,
assignment or other transfer.  Any sale, assignment or other transfer of Units
or other interests in the Partnership made in violation of this Section 8.4
(including without limitation any sale, assignment or other transfer of Units
made without giving the notice described in the immediately preceding sentence)
shall be null and void ab initio.
     ARTICLE IX
     Rights and Obligations of the Limited Partners


     No Participation in Management.  Except as expressly permitted hereunder,
the Limited Partners shall not take part in the management of the Partnership's
business, transact any business in the Partnership's name or have the power to
sign documents for or otherwise bind the Partnership.
     Bankruptcy of a Limited Partner.  The Bankruptcy of any Limited Partner
shall not cause a dissolution of the Partnership, but the rights of such
Limited Partner to share in the Net Profits or Net Losses of the
Partnership and to receive distributions of Partnership funds shall, on the
happening of such event, devolve on its successors or assigns, subject to the
terms and conditions of this Agreement, and the Partnership shall continue as a
limited partnership.  However, in no event shall such assignee(s) become a
Substituted Limited Partner without the consent of the General Partner.
     No Withdrawal.  No Limited Partner may withdraw from the Partnership
without the prior written consent of the General Partner, other than as
expressly provided in this Agreement.
     Duties and Conflicts.  The General Partner recognizes that the Limited
Partners 



<PAGE>   27



and their Affiliates have or may hereafter have other business interests,
activities and investments, some of which may be in conflict or competition
with the business of the Partnership, and that, subject to the provisions of
Sections 9.5 and 9.6 hereof, such Persons are entitled to carry on such other
business interests, activities and investments.  Subject to the provisions of
Sections 9.5 and 9.6 hereof, the Limited Partners and their Affiliates may
engage in or possess an interest in any other business or venture of any kind,
independently or with others, on their own behalf or on behalf of other
entities with which they are affiliated or associated, and such persons may
engage in any activities, whether or not competitive with the Partnership,
without any obligation to offer any interest in such activities to the
Partnership or to any Partner.  Except as otherwise provided in Sections 9.5
and 9.6 hereof, neither the Partnership nor any Partner shall have any right,
by virtue of this Agreement, in or to such activities, or the income or profits
derived therefrom, and the pursuit of such activities, even if competitive with
the business of the Partnership, shall not be deemed wrongful or improper.
     Acquisition Projects.  Notwithstanding anything contained in Section 9.4
hereof to the contrary, the Bucksbaum Limited Partners and/or their Affiliates
shall not, during the period (the "Restricted Period") commencing on the date
on which the Partnership was formed and ending on the earlier of (i) April 16,
2003 and (ii) the Restrictions Lapse Date (as defined below), acquire an equity
ownership interest in any Acquisition Project other than through their
ownership interest in the Partnership.  During the Restricted Period, the
Bucksbaum Limited Partners may, in their sole discretion, notify the General
Partner of any opportunities available to the Partnership to acquire any equity
ownership interest in an Acquisition Project to the extent the Bucksbaum
Limited Partners believe such opportunities may be appropriate for
consideration by the Partnership.  Notwithstanding the preceding sentence, the
Bucksbaum Limited Partners and/or their Affiliates may not acquire an equity
ownership interest in any Acquisition Project during the Restricted Period
other than through their ownership interests in the Partnership.  The
"Restrictions Lapse Date" shall mean the first date on which all of the
following conditions are satisfied:  (i) none of Martin Bucksbaum, Matthew
Bucksbaum or John Bucksbaum is an executive officer or director of the General
Partner and (ii) Martin Bucksbaum, Matthew Bucksbaum, John Bucksbaum and the
Bucksbaum Limited Partners are not (or would not be assuming such persons
exercised all of their outstanding Rights in exchange for Common Stock), in the
aggregate, the beneficial owners of 10% or more of the outstanding shares of
Common Stock of the General Partner.  For purposes of the previous sentence,
during his lifetime, a person shall be deemed to be the beneficial owner of any
shares of Common Stock beneficially owned by his Affiliates (including shares
that would be owned assuming all outstanding Rights were exercised in exchange
for Common Stock by such persons).
     Development Projects.  Notwithstanding anything contained in Section 9.4
hereof to the contrary, the Bucksbaum Limited Partners and their Affiliates
shall not, during the Restricted Period, acquire, hold, own, develop,
construct, improve, maintain, operate, sell, lease, transfer, encumber, convey
or otherwise deal with any Development Project.  During the Restricted Period,
the Bucksbaum Limited Partners may notify the General Partner of any
opportunities available to the Partnership to acquire an interest in any
Development Project to the extent such Limited Partners believe such
opportunities may be appropriate for consideration by the Partnership.
Notwithstanding anything to the contrary contained in Sections 9.5 and 9.6 of
this Agreement or any other provisions of this Agreement, Matthew Bucksbaum,
John Bucksbaum, the Bucksbaum Limited Partners and/or their respective
Affiliates may hold equity 



<PAGE>   28


securities of any other publicly held Entity or subsidiary thereof engaged in
the shopping center development, ownership and/or management business provided
that they own in the aggregate less than five percent (5%) of the equity
securities of such Entity and neither Matthew Bucksbaum nor John Bucksbaum
serves as a director or executive officer of, or in a similar capacity for,
such Entity other than at the request of the General Partner or by reason of an
investment therein by the General Partner, the Partnership or any Affiliate of
the General Partner or the Partnership.
     Acquisition/Development Projects -- Further Assurances.  Each Bucksbaum
Limited Partner acknowledges and agrees that the restrictions contained in
Sections 9.5 and 9.6 hereof relating to Acquisition Projects and Development
Projects shall continue to remain effective with respect to such Bucksbaum
Limited Partner and its Affiliates for the applicable periods specified in such
Sections 9.5 and 9.6 notwithstanding any transfer of the Units of such
Bucksbaum Limited Partner.  In connection with the transfer of all Units of any
Bucksbaum Limited Partner, such Bucksbaum Limited Partner shall execute and
deliver to the General Partner such instruments or documents as the General
Partner may reasonably request confirming the transferor Bucksbaum Limited
Partner's obligations to continue to be bound by the provisions of this Section
9.7 and Sections 9.5 and 9.6 hereof.
     ARTICLE X
     Limited Partner Representations and Warranties
     Each Limited Partner, severally, and not jointly and severally, represents
and warrants to the Partnership and the General Partner as follows:
     (a)  Organization; Authority.  The Limited Partner (i) in the case of a
Person who is a natural person, has full power and authority to execute,
deliver and perform this Agreement or (ii) in the case of a Person which is a
corporation, limited liability company, limited liability company, partnership
or trust, is a corporation, limited liability company, partnership, corporation
or trust, as the case may be, duly formed, validly existing and in good
standing (to the extent applicable) under the laws of its jurisdiction of
formation with the requisite authority to execute, deliver and perform this
Agreement.

     (b)  Due Authorization; Binding Agreement.  The execution, delivery and
performance of this Agreement by the Limited Partner has been duly and validly
authorized by all necessary action of the Limited Partner in the case of a
Limited Partner which is an Entity.  This Agreement has been duly executed and
delivered by the Limited Partner, or an authorized representative of the
Limited Partner, and constitutes a legal, valid and binding obligation of the
Limited Partner, enforceable against the Limited Partner in accordance with the
terms hereof.

     (c)  Consents and Approvals.  No consent, waiver, approval or
authorization of, or filing, registration or qualification with, or notice to,
any governmental unit or any other Person is required to be made, obtained or
given by the Limited Partner in connection with the execution, delivery and
performance of this Agreement.

     (d)  No Violation.  None of the execution, delivery or performance of this
Agreement by the Limited Partner does or will, with or without the giving of
notice, lapse of time or both, (i) violate, conflict with or constitute a
default under any term or condition of (A) the organizational documents of the
Limited Partner or other agreement to which the Limited Partner is a party or


<PAGE>   29



by which it is bound or (B) any judgment, decree, order, statute, injunction,
rule or regulation of a governmental unit applicable to the Limited Partner or
by which it or its assets or properties are bound or (ii) result in the
creation of any Lien or other encumbrance upon the assets or properties of the
Limited Partner.

     ARTICLE XI
     General Partner Representations and Warranties
     The General Partner represents and warrants to the Partnership and the
Limited Partners as follows:


     Organization; Authority.  The General Partner is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware with full corporate power to execute, deliver and perform this
Agreement.

     Due Authorization; Binding Agreement.  The execution, delivery and
performance of this Agreement by the General Partner has been duly and validly
authorized by all necessary action of the General Partner.  This Agreement has
been duly executed and delivered by the General Partner, or an authorized 
representative of the General Partner, and constitutes a legal, valid and 
binding obligation of the General Partner, enforceable against the General 
Partner in accordance with the terms hereof.

     Consents and Approvals.  No consent, waiver, approval or authorization of,
or filing, registration or  qualification with, or notice to, any governmental
unit or any other person is required to be made, obtained or given by the
General Partner in connection with the execution, delivery and performance of
this Agreement other than consents, waivers, approvals or authorizations which
have been obtained prior to the date hereof.

     ARTICLE XII
     Arbitration of Disputes
     Arbitration.  Notwithstanding anything to the contrary contained in this
Agreement, all claims, disputes and controversies between the parties hereto
(including, without limitation, any claims, disputes and controversies between
the Partnership and any one or more of the Partners and any claims, disputes
and controversies between any one or more Partners) arising out of or in
connection with this Agreement or the Partnership relating to the validity,
construction, performance, breach, enforcement or termination thereof, or
otherwise, shall be resolved by binding arbitration in New York, New York, in
accordance with this Article XII and, to the extent not inconsistent herewith,
the Expedited Procedures and Commercial Arbitration Rules of the American
Arbitration Association.
     Procedures.  Any arbitration called for by this Article XII shall be
conducted in accordance with the following procedures:


     The Partnership or any Partner (the "Requesting Party") may demand
arbitration pursuant to Section 12.1 hereof at any time by giving written
notice of such demand (the "Demand 



<PAGE>   30


Notice") to all other Partners and (if the Requesting Party is not the
Partnership) to the Partnership which Demand Notice shall describe in
reasonable detail the nature of the claim, dispute or controversy.

     Within fifteen (15) days after the giving of a Demand Notice, the
Requesting Party, on the one hand, and each of the other Partners and/or the
Partnership against whom the claim has been made or with respect to which a
dispute has arisen (collectively, the "Responding Party"), on the other hand,
shall select and designate in writing to the other party one reputable,
disinterested individual (a "Qualified Individual") willing to act as an
arbitrator of the claim, dispute or controversy in question.  Each of the
Requesting Party and the Responding Party shall use their best efforts to
select a present or former partner of a "Big 6" accounting firm having no
affiliation with any of the parties as their respective Qualified Individual.
Within fifteen (15) days after the foregoing selections have been made, the
arbitrators so selected shall jointly select a present or former partner of a
"Big 6" accounting firm having no affiliation with any of the parties as the
third Qualified Individual willing to act as an arbitrator of the claim,
dispute or controversy in question.  In the event that the two arbitrators
initially selected are unable to agree on a third arbitrator within the second
fifteen (15) day period referred to above, then, on the application of either
party, the American Arbitration Association shall promptly select and appoint a
present or former partner of a "Big 6" accounting firm having no affiliation
with any of the parties as the Qualified Individual to act as the third
arbitrator.  The three arbitrators selected pursuant to this subsection (b)
shall constitute the arbitration panel for the arbitration in question.

     The presentations of the parties hereto in the arbitration proceeding
shall be commenced and completed within sixty (60) days after the selection of
the arbitration panel pursuant to subsection (b) above, and the arbitration
panel shall render its decision in writing within thirty (30) days after the
completion of such presentations.  Any decision concurred in by any two (2) of
the arbitrators shall constitute the decision of the arbitration panel, and
unanimity shall not be required.

     The arbitration panel shall have the discretion to include in its decision
a direction that all or part of the attorneys' fees and costs of any party or
parties and/or the costs of such arbitration be paid by any other party or
parties.  On the application of a party before or after the initial decision of
the arbitration panel, and proof of its attorneys' fees and costs, the
arbitration panel shall order the other party to make any payments directed
pursuant to the preceding sentence.

     Binding Character.  Any decision rendered by the  arbitration panel
pursuant to this Article XII shall be final and binding on the parties hereto,
and judgment thereon may be entered by any state or federal court of competent
jurisdiction.
     Exclusivity.  Arbitration shall be the exclusive method available for
resolution of claims, disputes and controversies described in Section 12.1
hereof, and the Partnership and its Partners stipulate that the provisions
hereof shall be a complete defense to any suit, action, or proceeding in any
court or before any administrative or arbitration tribunal with respect to any
such claim, controversy or dispute.  The provisions of this Article XII shall
survive the dissolution of the Partnership.
     No Alteration of Agreement.  Nothing contained herein shall be deemed to
give 



<PAGE>   31



the arbitrators any authority, power or right to alter, change, amend,
modify, add to, or subtract from any of the provisions of this Partnership
Agreement.
     ARTICLE XIII
     General Provisions


     Notices.  All notices, offers or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and may be
personally served, telecopied or sent by United States mail and shall be deemed
to have been given when delivered in person, upon receipt of telecopy or three
business days after deposit in United States mail, registered or certified,
postage prepaid, and properly addressed, by or to the appropriate party.  For
purposes of this Section 13.1, the addresses of the parties hereto shall be as
set forth in the books and records of the Partnership.  The address of any
party hereto may be changed by a notice in writing given in accordance with the
provisions hereof.
     Successors.  This Agreement and all the terms and provisions hereof shall
be binding upon and shall inure to the benefit of all Partners, and their legal
representatives, heirs, successors and permitted assigns, except as expressly
herein otherwise provided.
     Effect and Interpretation.  This Agreement shall be governed by and
construed in conformity with the laws of the State of Delaware (without regard
to its conflicts of law principles).
     Counterparts.  This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
     Partners Not Agents.  Nothing contained herein shall be construed to
constitute any Partner the agent of another Partner, except as specifically
provided herein, or in any manner to limit the Partners in the carrying on of
their own respective businesses or activities.
     Entire Understanding; Etc.  This Agreement, together with any and all
Contribution Agreements and Rights Agreements, constitutes the entire agreement
and understanding among the Partners and supersedes any prior understandings
and/or written or oral agreements among them respecting the subject matter
within (including without limitation the Initial Partnership Agreement except
for the consents, approvals and waivers given therein, the agreements by
Partners to be bound by the provisions thereof, as the same is amended hereby,
and the agreements of former Bucksbaum Limited Partners under Sections 9.3 and
9.4, which shall continue in full force and effect).
     Amendments.  Except as otherwise provided herein, this Agreement may not
be amended, and no provision may be waived, except by a written instrument
signed by the General Partner (and, in the case of amendments or waivers
benefiting the Bucksbaum Limited Partners, approved on behalf of the General
Partner by at least a majority of its directors who are not Affiliates of the
Bucksbaum Limited Partners) and a Majority-In-Interest of the Limited Partners.
Notwithstanding anything to the contrary contained herein, without the written
consent of a Limited Partner, this Agreement may not be amended to convert such
Limited Partner's partnership interest in the Partnership to a general
partnership interest (or otherwise adversely affect such Limited Partner's
limited liability) or to materially adversely affect such Limited Partner's
rights to distributions or allocations except in connection with the admission
of Additional Partners unless such amendment affects the Bucksbaum Limited
Partners in the same manner on a Unit-for-Unit basis.  The immediately
preceding sentence of this Section 13.7 may 




<PAGE>   32


not be amended to modify the approval rights of a Partner without such 
Partner's consent.
     Severability.  If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid by a court
of competent jurisdiction, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those to which it is
held invalid by such court, shall not be affected thereby.
     Trust Provision.  This Agreement, to the extent executed by the trustee of
a trust, is executed by such trustee solely as trustee and not in a separate
capacity.  Nothing herein contained shall create any liability on, or require
the performance of any covenant by, any such trustee individually, nor shall
anything contained herein subject the individual personal property of any
trustee to any liability.
     Pronouns and Headings.  As used herein, all pronouns shall include the
masculine, feminine and neuter, and all defined terms shall include the
singular and plural thereof wherever the context and facts require such
construction.  The headings, titles and subtitles herein are inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.  Any references in this  Agreement to "including" shall be
deemed to mean "including without limitation".
     Assurances.  Each of the Partners shall hereafter execute and deliver such
further instruments and do such further acts and things as may be required or
useful to carry out the intent and purpose of this Agreement and as are not
inconsistent with the terms hereof.
     Issuance of Certificates Representing Units.  The General Partner may, in
its sole discretion, issue certificates representing all or a portion of the
Units of one or more Partners and, in such event, the General Partner shall
establish such rules and regulations relating to issuances and reissuances of
certificates upon transfer of Units, the division of Units among multiple
certificates and the loss, theft, destruction or mutilation of certificates as
the General Partner reasonably deems appropriate.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the date and year first above
written.
GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation

By:
 Its:

     55 West Monroe Street
     Suite 3100
     Chicago, Illinois 60603


LIMITED PARTNERS:

M.B. CAPITAL PARTNERS III, a South



<PAGE>   33



Dakota general partnership

By:  GENERAL TRUST COMPANY, not
     individually but solely as Trustee
     of Martin Investment Trust G, a partner


     By:___________________________
      Its:_______________________




Document ID created here.  Advance Code used here.C:\80921\11813\0433.A



     TABLE OF CONTENTS

<TABLE>
     <S>                     <C>
     Page
     ARTICLE I               
     Definitions; Etc.
     1.1     Definitions      2
     1.2     Exhibits, Etc.  24

     ARTICLE II
     Continuation
     2.1     Continuation    24
     2.2     Name  24
     2.3     Character of the Business  25
     2.4     Location of the Principal Place of Business     26
     2.5     Registered Agent and Registered Office          26
     
     ARTICLE III
     Term
     3.1     Commencement           26
     3.2     Dissolution    26

     ARTICLE IV
     Contributions to Capital
     4.1     General Partner Capital Contribution            27
     4.2     Limited Partner Capital Contributions           28
     4.3     Additional Funds       28
     4.4     Stock Incentive Plan   29
     4.5     No Third Party Beneficiary   29
     4.6     No Interest; No Return       30

</TABLE>

<PAGE>   34


<TABLE>
     <S>                          <C>
     ARTICLE V
     Allocations and Other Tax and Accounting Matters
     5.1     Allocations          30
     5.2     Distributions.       30
     5.3     Books of Account               31
     5.4     Reports              32
     5.5     Audits.              32
     5.6     Tax Elections and Returns           33
     5.7     Tax Matters Partner.           34
     5.8     Withholding.         36

     ARTICLE VI
     Rights, Duties and Restrictions of the General Partner
     6.1     Expenditures by Partnership     37
     6.2     Powers and Duties of General Partner  37
     6.3     Major Decisions 41
     6.4     Actions with Respect to Certain Documents   41
     6.5     General Partner Participation   42
     6.6     Proscriptions   42
     6.7     Additional Partners   43
     6.8     Title Holder   43
     6.9     Compensation of the General Partner  43
     6.10    Waiver and Indemnification   43
     6.11    Limited Partner Representatives   44
     6.12    Operation in Accordance with REIT Requirements   45

     ARTICLE VII
     Dissolution, Liquidation and Winding-Up
     7.1     Accounting  46
     7.2     Distribution on Dissolution  46
     7.3     Timing Requirements  47
     7.4     Sale of Partnership Assets  47
     7.5     Distributions in Kind  48
     7.6     Documentation of Liquidation   48
     7.7     Liability of the Liquidating Trustee  48

     ARTICLE VIII
     Transfer of Units
     8.1     General Partner Transfer       49
     8.2     Transfers by Limited Partners      50
     8.3     Issuance of Additional Units   51
     8.4     Restrictions on Transfer       52

     ARTICLE IX
     Rights and Obligations of the Limited Partners

</TABLE>

<PAGE>   35

<TABLE>
     <S>     <C>                              <C>
     9.1     No Participation in Management   54
     9.2     Bankruptcy of a Limited Partner  54
     9.3     No Withdrawal          55
     9.4     Duties and Conflicts   55
     9.5     Acquisition Projects   56
     9.6     Development Projects        57
     9.7     Acquisition/Development Projects -- Further Assurances    58

     ARTICLE X
     Limited Partner Representations and Warranties

     ARTICLE XI
     General Partner Representations and Warranties

     ARTICLE XII
     Arbitration of Disputes
     12.1    Arbitration   60
     12.2    Procedures    61
     12.3    Binding Character   62
     12.4    Exclusivity   62
     12.5    No Alteration of Agreement  62

     ARTICLE XIII
     General Provisions
     13.1    Notices       63
     13.2    Successors    63
     13.3    Effect and Interpretation   63
     13.4    Counterparts  63
     13.5    Partners Not Agents  63
     13.6    Entire Understanding; Etc.  64
     13.7    Amendments    64
     13.8    Severability  65
     13.9    Trust Provision   65
     13.10   Pronouns and Headings  65
     13.11   Assurances  66
     13.12   Issuance of Certificates Representing Units   66


     EXHIBIT A

</TABLE>


<PAGE>   36


     General Partner:

     Number of Units
     Percentage  Interest 

     General Growth Properties, Inc. 
     35,542,256.5822 

     Limited Partners:

     M.B. Capital Partners III 


     15,555,864.0240 


     Stanley Richards  
     Revocable Trust 
     149,706.3938 


     Joe W. Lowrance 
     57,620.0000 


     LWLDA Limited Partnership
     45,223.0000 


     Brent M. Milgrom 
     57,620.0000 


     GDC/A&B Limited Partnership
     45,223.0000 


     Edward S. Brown 
     25,000.000 


     Lawrence A. Brown 
     17,647.0000 


<PAGE>   37

     Merrill H.J. Roth 
     29,024.0000 


     The Roth Family 
     Limited Partnership 
     22,308.0000 


     Arthur B. Morgenstern 
     54,625.0000 


     Joseph Straus, Jr. 
     78,017.0000 


     Warren Weiner and Penny
     Weiner, Husband and Wife,
     as Tenants-by-the-Entirety
     15,855.5000 


     Joint Revocable Trust of  
     Marvin Rounick and Judy  
     Rounick 
     15,855.5000 


     Arthur Bruce Associates
     31,711.0000 


     Marvin Rounick and  
     Judy Rounick, Husband  
     and Wife, as Tenants-by-  
     the-Entirety
     55,670.0000 

     Joint Revocable Trust of  
     Warren and Penny Weiner
     18,557.0000

<PAGE>   38


     Irrevocable Trust of   
     Warren Weiner dated  
     January 24, 1978 F/B/O  
     Robyn Weiner 
     18,557.0000 


     Irrevocable Trust of   
     Warren Weiner dated  
     January 24, 1978 F/B/O
     Kimberly Weiner 
     18,557.0000 


     Forbes/Cohen Properties
     801,842.0000 


     Jackson Properties 
     346,795.0000 


     Lakeview Square Properties 
     296,363.0000 


     CA Southlake Investors, Ltd. 
     353,537.0000 


     Peter D. Leibowits 
     518,833.0000          


     Total Units:        
         .     
     100.0000





     EXHIBIT B 



<PAGE>   39


     Certain Development Projects

1.   Evansville, Indiana undeveloped land

2.   Des Moines, Iowa undeveloped land

3.   Sioux City, Iowa undeveloped land

4.   Omaha, Nebraska undeveloped land

5.   Fort Worth, Texas undeveloped land

6.   Bowling Green, Kentucky undeveloped land

7.   Colorado Springs, Colorado (50% joint
     venture interest)


     EXHIBIT C

     Allocations



3.   Allocation of Net Income and Net Loss.

     (a) Net Income.  Except as otherwise provided herein, Net Income for any
fiscal year or other applicable period shall be allocated in the following
order and priority:

     (1) First, to the Partners, until the cumulative Net Income allocated
pursuant to this subparagraph (a)(1) for the current and all prior periods
equals the cumulative Net Loss allocated pursuant to subparagraph (b)(2) hereof
for all prior periods, among the Partners in the reverse order that such Net
Loss was allocated to the Permitted Partners pursuant to subparagraph (b)(2)
hereof (and, in the event of a shift of a Partner's interest in the
Partnership, to the Partners in a manner the most equitably reflects the
successors in interest to the Permitted Partners).

     (2) Thereafter, the balance of the Net Income, if any, shall be allocated
to the Partners in accordance with their respective Percentage Interests.

     (b) Net Loss.  Except as otherwise provided herein, Net Loss of the
Partnership for each fiscal year or other applicable period shall be allocated
as follows:

     (1) To the Partners in accordance with their respective Percentage
Interests.




<PAGE>   40



     (2) Notwithstanding subparagraph (b)(1) hereof, to the extent any Net Loss
allocated to a Partner under subparagraph (b)(1) hereof or this subparagraph
(b)(2) would cause such Partner (hereinafter, a "Restricted Partner") to have
an Adjusted Capital Account Deficit as of the end of the fiscal year to which
such Net Loss relates, such Net  Loss shall not be allocated to such Restricted
Partner and instead shall be allocated to the other Partner(s) (hereinafter,
the "Permitted Partners") pro rata in accordance with their relative Percentage
Interests.

4. Special Allocations.

     Notwithstanding any provisions of paragraph 1 of this Exhibit C, the
following special allocations shall be made in the following order:

     (a) Minimum Gain Chargeback (Nonrecourse Liabilities).  If there is a net
decrease in Partnership Minimum Gain for any Partnership fiscal year (except as
a result of conversion or refinancing of Partnership indebtedness, certain
capital contributions or revaluation of the Partnership property as further
outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner
shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to that Partner's
share of the net decrease in Partnership Minimum Gain.  The items to be so
allocated shall be determined in accordance with Regulation Section 1.704-2(f).
This paragraph (a) is intended to comply with the minimum gain chargeback
requirement in said section of the Regulations and shall be interpreted
consistently therewith.  Allocations pursuant to this paragraph (a) shall be
made in proportion to the respective amounts required to be allocated to each
Partner pursuant hereto.

     (b) Minimum Gain Attributable to Partner Nonrecourse Debt .  If there is a
net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during
any fiscal year (other than due to the conversion, refinancing or other change
in the debt instrument causing it to become partially or wholly nonrecourse,
certain capital contributions, or certain revaluations of Partnership property
as further outlined in Regulation Section 1.704-2(i)(4)), each Partner shall be
specially allocated items of Partnership income and gain for such year (and, if
necessary, subsequent years) in an amount equal to that Partner's share of the
net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt.  The
items to be so allocated shall be determined in accordance with Regulation
Section 1.704-2(i)(4) and (j)(2).  This paragraph (b) is intended to comply
with the minimum gain chargeback requirement with respect to Partner
Nonrecourse Debt contained in said section of the Regulations and shall be
interpreted consistently therewith.  Allocations pursuant to this paragraph (b)
shall be made in proportion to the respective amounts required to be allocated
to each Partner pursuant hereto.

     (c) Qualified Income Offset.  In the event a Limited Partner unexpectedly
receives any adjustments, allocations or distributions described in Regulation
Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner  has an
Adjusted Capital Account Deficit, items of Partnership income and gain shall be
specially allocated to such Partner in an amount and manner sufficient to
eliminate the Adjusted Capital Account Deficit as quickly as possible.  This
paragraph (c) is intended to constitute a "qualified income offset" under 
Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently 
therewith.




<PAGE>   41




     (d) Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year or
other applicable period shall be allocated to the Partners in accordance with
their respective Percentage Interests.

     (e) Partner Nonrecourse Deductions.  Partner Nonrecourse Deductions for
any fiscal year or other applicable period shall be specially allocated to the
Partner that bears the economic risk of loss for the debt (i.e., the Partner
Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are
attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1).

     (f) Precontribution Gain.  In the event that, during any fiscal year or
other applicable period, any Property Partnership allocates to the Partnership
Precontribution Gain, each Partner (or its successors in interest) who
heretofore contributed to the capital of the Partnership an interest in such
Property Partnership shall be allocated that Precontribution Gain in accordance
with its respective interest in such Precontribution Gain.  For purposes
hereof, "Precontribution Gain" shall mean, with respect to each Shopping Center
Project owned by an existing Property Partnership, that unrealized gain
attributable to the excess of (a) the fair market value of such Shopping Center
Project on April 15, 1993, over (b) the adjusted tax basis of such Shopping
Center Project on such date; provided, however, that the amount of any
Precontribution Gain associated with a Shopping Center Project shall be
adjusted to account for allocations made in accordance with the provisions of
Section 3(c) of this Exhibit C and shall not, in any event, exceed that amount
of gain actually allocated to the Partnership by the Property Partnership as a
result of the sale or other disposition of such Shopping Center Project.

     (g) Curative Allocations.  The Regulatory Allocations shall be taken into
account in allocating other items of income, gain, loss, and deduction among
the Partners so that, to the extent possible, the cumulative net amount of
allocations of Partnership items under paragraphs 1 and 2 of this Exhibit C
shall be equal to the net amount that would have been allocated to each Partner
if the Regulatory Allocations had not occurred.  This subparagraph (g) is
intended to minimize to the extent possible and to the extent necessary any
economic distortions  which may result from application of the Regulatory
Allocations and shall be interpreted in a manner consistent therewith.  For
purposes hereof, "Regulatory Allocations" shall mean the allocations provided
under this paragraph 2.

5. Tax Allocations.

     (a) Generally.  Subject to paragraphs (b) and (c) hereof, items of income,
gain, loss, deduction and credit to be allocated for income tax purposes
(collectively, "Tax Items") shall be allocated among the Partners on the same
basis as their respective book items.

     (b) Sections 1245/1250 Recapture.  If any portion of gain from the sale of
property is treated as gain which is ordinary income by virtue of the
application of Code Sections 1245 or 1250 ("Affected Gain"), then (A) such
Affected Gain shall be allocated among the Partners in the same proportion that
the depreciation and amortization deductions giving rise to the Affected Gain
were allocated and (B) other Tax Items of gain of the same character that would
have been 


<PAGE>   42


recognized, but for the application of Code Sections 1245 and/or 1250, shall
be allocated away from those Partners who are allocated Affected Gain pursuant
to Clause (A) so that, to the extent possible, the other Partners are allocated
the same amount, and type, of capital gain that would have been allocated to
them had Code Sections 1245 and/or 1250 not applied.  For purposes hereof, in
order to determine the proportionate allocations of depreciation and
amortization deductions for each fiscal year or other applicable period, such
deductions shall be deemed allocated on the same basis as Net Income and Net
Loss for such respective period.

     (c) Allocations Respecting Section 704(c) and Revaluations; Curative
Allocations Resulting from the Ceiling Rule.  Notwithstanding paragraph (b)
hereof, Tax Items with respect to Partnership property that is subject to Code
Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively
"Section 704(c) Tax Items") shall be allocated in accordance with said Code
section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be.  The
allocation of Tax Items shall be in accordance with the "traditional method"
set forth in Treas. Reg. _1.704-3(b)(1), unless otherwise determined by the
General Partner, and shall be subject to the ceiling rule stated in Regulation
Section 1.704-3(b)(1).  The General Partner is authorized to specially allocate
Tax Items (other than the Section 704(c) Tax Items) to cure for the effect of
the ceiling rule.  The intent of this Section 3(c) and Section 2(f) above is
that each Partner who contributed to the capital of the Partnership a
partnership interest in an existing Property Partnership will bear, through
reduced allocations of depreciation and increased allocations of gain or other
items, the tax detriments associated with any Precontribution Gain and this
Section 3(c) and Section 2(f) are to be interpreted consistently with such
intent.
?? 

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