AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                        PSA INSTITUTIONAL PARTNERS, L.P.

                        A CALIFORNIA LIMITED PARTNERSHIP



         This  Amended  and  Restated  Agreement  of  Limited  Partnership  (the
"AGREEMENT") is made and entered into as of March 29, 2000 by and among PS TEXAS
HOLDINGS,  LTD., a Texas limited  partnership  (the "GENERAL  PARTNER"),  PS LPT
PROPERTIES INVESTORS, INC., a Maryland business trust (the "PS LIMITED PARTNER")
and BELCREST REALTY  CORPORATION  ("BELCREST"),  BELAIR REAL ESTATE  CORPORATION
("BELAIR"),  BELPORT REALTY CORPORATION  ("BELPORT"),  BELMAR REALTY CORPORATION
("BELMAR")  and  MONTEBELLO  REALTY  CORP.   ("MONTEBELLO"),   each  a  Delaware
corporation   (Belcrest,   Belair,   Belport,   Belmar  and  Montebello  may  be
collectively  referred to as the "BEL LIMITED PARTNERS") and DLJ EMERGING GROWTH
PARTNERS, L.P. ("EGP") and EDGEWATER EQUITY PARTNERS, L.P. ("EDGEWATER"), each a
Delaware limited partnership (EGP and Edgewater may be collectively  referred to
as the "DLJ  LIMITED  PARTNERS").  This  Agreement  amends and  restates  in its
entirety the original Agreement of Limited  Partnership entered into as of March
17,  2000 by all of the  parties  other than the DLJ  Limited  Partners.  Unless
otherwise  defined,  all capitalized terms shall have the meanings given to them
in Section 1.


1.       DEFINITIONS

         The following  terms shall,  for purposes of this  Agreement,  have the
meanings  set forth  below,  and it is the  intent  of the  parties  that  these
definitions  shall  control  over  definitions  of the same or similar  terms in
Section 15611 of the Act:

         "ACT" means the California Revised Limited Partnership Act as set forth
in Title 2, Chapter 3 of the California Corporations Code.

         "AVAILABLE  CASH" means total cash receipts of the Partnership from the
operation of the  Partnership's  business  including  reductions  in  previously
maintained reserves, but excludes Cash from Sales or Refinancing,  less: (i) all
operating  expenses  other  than  noncash  expenses  such  as  depreciation  and
amortization; (ii) all principal and interest payments on any loans or advances;
(iii) any sums expended for capital improvements or replacements and (iv) a cash
reserve  for  working  capital or other  purposes,  the amount of which shall be
determined by the General Partner.

         "BUSINESS DAY" shall mean any day other than a Saturday,  Sunday or day
on  which  banking  institutions  in the  State  of New  York  or the  State  of
California are authorized or obligated by law to close,  or a day which is or is
declared a national or a New York or California state holiday.

         "CAPITAL ACCOUNT" is defined in Section 4.6.

         "CAPITAL CONTRIBUTION" means the amount of cash and the agreed value of
other property contributed by a Partner to the Partnership.

         "CASH FROM SALES OR REFINANCING" means the proceeds of any financing or
of any sale,  exchange  or other  disposition  of  assets,  less  adequate  cash
reserves from such proceeds for the payment of debts and obligations.

         "COMPANY" means Public Storage, Inc., a California corporation.

         "CONTRIBUTION AGREEMENTS" mean those certain Contribution Agreements by
and among: (i) the Bel Limited Partners (other than Montebello), the Partnership
and the Company dated as of March 17, 2000, (ii) Montebello, the Partnership and
the Company  dated as of March 17,  2000,  (iii) the DLJ Limited  Partners,  the
Partnership  and the  Company  dated as of  March  29,  2000,  and (iv) any such
agreements  subsequently  entered  into  by and  among  newly  admitted  Limited
Partners, the Partnership and the Company specifying that the agreement is to be
treated as a Contribution Agreement for purposes of this Agreement.

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         "CORRESPONDING  PREFERRED STOCK" means,  with respect to each series of
Exchangeable  Preferred  Units,  the particular  series of Cumulative  Preferred
Stock,  Series __, of the Company that is designated  pursuant to this Agreement
or an  amendment  to Exhibit A as the stock with respect to which that series of
Exchangeable Preferred Units may be exchanged pursuant to Section 12.

         "EXCHANGEABLE  PREFERRED UNITS" means those Parity Preferred Units that
are  designated  pursuant  to this  Agreement  or an  amendment  to Exhibit A as
exchangeable  with respect to Corresponding  Preferred Stock pursuant to Section
12.

         "GENERAL PARTNER" means PS Texas Holdings, Ltd., or any other person or
persons  admitted  as a general  partner  pursuant to this  Agreement  and their
successors.

         "I.R.C." means the Internal Revenue Code of 1986, as amended.

         "LIMITED  PARTNERS"  means  the PS  Limited  Partner,  the Bel  Limited
Partners,  the DLJ  Limited  Partners  and any other  person or persons  who are
admitted to the Partnership as additional Limited Partners.

         "LIMITED PARTNER VOTE" means the affirmative vote or written consent of
Limited Partners owning of record more than 50% of the Partnership  Common Units
held by the Limited Partners.

         "LIQUIDATION  PREFERENCE"  means, with respect to each series of Parity
Preferred  Units,  $25.00  per  Parity  Preferred  Unit,  plus the amount of any
accumulated and unpaid  Priority Return with respect to such a Unit,  whether or
not declared, minus any distributions in excess of the Priority Return that have
been paid with respect to such Unit, to the date of payment.

         "NET PROFIT" or "NET LOSS" and any items of income,  gain,  expense, or
loss of the Partnership mean the corresponding  book items of the Partnership as
determined by the General Partner incorporating the accrual method of accounting
and  applying  federal  income tax  principles,  applied on a  consistent  basis
throughout  the period  for which the items are  determined,  excluding  amounts
specially allocated pursuant to the terms of this Agreement (such as allocations
relating to partner nonrecourse deductions).

         "PARITY  PREFERRED  UNITS"  means any  class or  series of  partnership
interests of the Partnership now or hereafter authorized,  issued or outstanding
and expressly  designated by the  Partnership  to rank on a parity with Series N
Preferred  Units with  respect to  distributions  or rights  upon  voluntary  or
involuntary  liquidation,  winding-up or dissolution of the Partnership or both.
As of the date of this  Agreement,  the  Series N  Preferred  Units,  Series  N2
Preferred  Units,  Series O Preferred  Units and Series O2  Preferred  Units are
Parity Preferred Units. Any subsequently created Parity Preferred Units shall be
so designated in an amended Exhibit A to this Agreement.

         "PARTNERS"  means  collectively  the  General  Partner  and the Limited
Partners, and a reference to a "Partner" shall be to any one of the Partners.

         "PARTNERSHIP"   means  the  limited   partnership  created  under  this
Agreement.

         "PARTNERSHIP  COMMON UNIT" means the interests in the Partnership  held
by the General Partner or by the Limited  Partners that are not Parity Preferred
Units.

         "PRIORITY  RETURN"  means:  (i) for the  Series N  Preferred  Units and
Series N2 Preferred  Units an amount  equal to nine and one half percent  (9.5%)
per annum of the stated  value of $25 per unit,  (ii) for the Series O Preferred
Units and  Series O2  Preferred  Units an  amount  equal to nine and one  eighth
percent  (9.125%)  per annum of the  stated  value of $25 per unit and (iii) for
subsequently  issued Parity  Preferred  Units, an amount equal to the percentage
per annum of the stated value of those units as designated in an amended Exhibit
A to this  Agreement,  in each case  commencing  on the date of issuance of such
units,  cumulative  to the extent  not  distributed  for any given  distribution
period  pursuant to Section  6.2,  determined  on the basis of a 360 day year of
twelve 30 day months for periods  involving full calendar  quarters (and for any
period  shorter  than  a full  quarterly  period  for  which  distributions  are
computed,  the amount of the distribution  payable will be computed based on the
ratio of the actual number of days elapsed in such period to ninety (90) days).

         "PTP"  means a  "publicly  traded  partnership"  within the  meaning of
Section 7704 of the I.R.C.

         "REGULATIONS"  means the Income Tax Regulations  promulgated  under the
I.R.C.   (including  temporary  regulations  and  corresponding   provisions  of
succeeding regulations), as such regulations may be amended from time to time.

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         "SERIES N PREFERRED  UNITS" means the series of  partnership  interests
designated  as the "9.5%  Series N  Cumulative  Redeemable  Perpetual  Preferred
Units"  entitled  to the  rights  described  in this  Agreement.  The  Series  N
Preferred  Units  are  Exchangeable   Preferred  Units,  and  the  Corresponding
Preferred  Stock with  respect to those units is the 9.5%  Cumulative  Preferred
Stock, Series N, of the Company.

         "SERIES N2 PREFERRED  UNITS" means the series of partnership  interests
designated  as the "9.5% Series N2  Cumulative  Redeemable  Perpetual  Preferred
Units" entitled to the rights described in this Agreement.

         "SERIES O PREFERRED  UNITS" means the series of  partnership  interests
designated as the "9.125%  Series O Cumulative  Redeemable  Perpetual  Preferred
Units"  entitled  to the  rights  described  in this  Agreement.  The  Series  O
Preferred  Units  are  Exchangeable   Preferred  Units,  and  the  Corresponding
Preferred Stock with respect to those units is the 9.125%  Cumulative  Preferred
Stock, Series O, of the Company.

         "SERIES O2 PREFERRED  UNITS" means the series of partnership  interests
designated as the "9.125% Series O2 Cumulative  Redeemable  Perpetual  Preferred
Units" entitled to the rights described in this Agreement.

         "SUBSIDIARY"  means  with  respect  to  any  person,  any  corporation,
partnership, limited liability company, joint venture or other entity of which a
majority  of (i)  voting  power  of the  voting  equity  securities  or (ii) the
outstanding equity interests, is owned, directly or indirectly, by such person.


2.       ORGANIZATIONAL MATTERS

         2.1  FORMATION.  On  March  6,  2000,  the  date of the  filing  of the
Certificate of Limited Partnership on Form LP-1 with the California Secretary of
State  pursuant  to Section  15621 of the Act,  the  General  Partner and the PS
Limited Partner formed a limited partnership (the "Partnership")  under the name
"PSA Institutional Partners, L.P."

         2.2 NAME AND PRINCIPAL  PLACE OF BUSINESS.  The name of the Partnership
is "PSA  Institutional  Partners,  L.P." and its office and  principal  place of
business initially shall be 701 Western Avenue, Glendale, California 91201-2349,
and thereafter  such other place or places as the General  Partner may from time
to time  determine.  The  General  Partner  shall  promptly  notify the  Limited
Partners of any change in the Partnership's principal place of business.

         2.3 TERM.  The  Partnership  commenced  as of March 6, 2000,  and shall
continue for a period ending the earlier of: (a) December 31, 2050; (b) the date
on which the  Partnership  is  dissolved by the parties in  accordance  with the
terms of this Agreement;  and (c) the date on which the Partnership is dissolved
by judicial decree or operation of law.

         2.4 PURPOSE.  The principal  purpose of the  Partnership is to acquire,
own, develop, lease, operate and ultimately dispose of interests in self storage
properties and partnerships owning self storage properties.  The Partnership may
engage in any and all general business  activities related or incidental to that
purpose.  This  specification  of  particular  businesses  shall not be deemed a
limitation upon the general powers of the Partnership.


3.       PARTNERS

         3.1  GENERAL  PARTNER.  PS Texas  Holdings,  Ltd.  shall be the General
Partner.  The address of the General  Partner is 701 Western  Avenue,  Glendale,
California  91201-2349.  As of the date of this  Agreement,  the General Partner
holds 149,024 Partnership Common Units or one and three tenths percent (1.3%) of
the Partnership Common Units, as the General Partner of the Partnership.

         3.2 LIMITED  PARTNERS.  The PS Limited Partner's address is 701 Western
Avenue, Glendale,  California 91201-2349.  As of the date of this Agreement, the
PS Limited Partner holds 11,753,336 Partnership Common Units or ninety-eight and
seven tenths percent  (98.7%) of the Partnership  Common Units,  holds 9,600,000
Series  N2  Preferred  Units or one  hundred  percent  (100%)  of the  Series N2
Preferred  Units and holds  3,000,000  Series O2 Preferred  Units or one hundred
percent (100%) of the Series O2 Preferred  Units,  each as a Limited  Partner of
the  Partnership.  The  addresses  of  the  Bel  Limited  Partners  (other  than
Montebello) are each c/o Eaton Vance Management,  The Eaton Vance Building,  255
State Street,  Boston,  Massachusetts  02109,  Attention:  Mr. Alan Dynner.  The
address of Montebello is 800 Scudder's Mill Road, Special Investments, Area 2-G,
Plainsboro, New Jersey 08536, Attention: J. Timothy Ford. As of the date of this
Agreement,  Belcrest  holds  4,100,000  Series N Preferred  Units,  Belair holds
1,200,000 Series N Preferred  Units,  Belport holds 1,600,000 Series N Preferred

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Units,  Belmar holds  1,100,000  Series N Preferred  Units and Montebello  holds
1,600,000  Series  N  Preferred  Units,   each  as  a  Limited  Partner  of  the
Partnership, which together represent one hundred percent (100%) of the Series N
Preferred  Units.  The address of the DLJ Limited Partners is each c/o DLJ Asset
Management Group,  Inc., 277 Park Avenue,  New York, New York 10172,  Attention:
Peter Gaudet, Fax: (212) 892-5812.  As of the date of this Agreement,  EGP holds
1,200,000  Series O  Preferred  Units and  Edgewater  holds  1,800,000  Series O
Preferred Units,  each as a Limited Partner of the  Partnership,  which together
represent  one  hundred  percent  (100%) of the Series O  Preferred  Units.  The
address and ownership  interest of subsequently  admitted Limited Partners shall
be as set forth on an amended Exhibit A to this Agreement.

         3.3 ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.  The General Partner
is  authorized to cause the  Partnership  to issue such  additional  partnership
units or other partnership  interests for any Partnership purpose at any time or
from time to time,  including  units in one or more series of any classes,  with
such designations,  preferences and relative,  participating,  optional or other
special rights, powers and duties, including rights, powers and duties senior to
other partnership interests,  all as shall be determined by the General Partner,
subject to California law, including,  without  limitation,  with respect to (i)
the allocations of items of Partnership income, gain, loss, deduction and credit
to each such class or series of  partnership  interests,  (ii) the right of each
such  class  or  series  of  partnership   interests  to  share  in  Partnership
distributions,  and (iii)  the  rights  of each  class or series of  partnership
interests  upon  dissolution  and  liquidation  of  the  Partnership,  for  such
consideration  and on such terms and  conditions as shall be  established by the
General Partner in its sole and absolute discretion, all without the approval of
any  Limited  Partners  except  to the  extent  specifically  provided  in  this
Agreement.

         In addition, the General Partner and affiliates may acquire partnership
interests from other Partners pursuant to this Agreement.  In the event that the
Partnership  issues  partnership  interests  pursuant to this  Section  3.3, the
General  Partner  shall  make such  revisions  to this  Agreement  (without  any
requirement of receiving approval of the Limited Partners,  except to the extent
otherwise  specifically  provided in this  Agreement),  as it deems necessary to
reflect the issuance of such  additional  partnership  interests and the special
rights,  powers and duties associated  therewith.  Unless specifically set forth
otherwise by the General Partner, any partnership interest issued after the date
of this  Agreement  shall  have  the  same  rights,  powers  and  duties  as the
Partnership Common Units issued on the date of this Agreement.


4.       CAPITAL CONTRIBUTIONS AND WITHDRAWALS

         4.1 INITIAL  CAPITAL  CONTRIBUTIONS.  At the time of  execution of this
Agreement,  the Partners shall make or shall have made the Capital Contributions
set forth in Exhibit A to this Agreement.

         4.2  ADDITIONAL  CAPITAL  CONTRIBUTIONS.  The Partners  shall make such
additional  Capital  Contributions at such times and in such proportions as they
mutually shall agree.

         4.3 LIABILITY FOR DISTRIBUTIONS.  Any distributions pursuant to Section
6 shall be subject to return by the Partners to the  Partnership,  in accordance
with Section  15666 of the Act, to the extent that the sum of the  Partnership's
full  recourse  obligations  (other than those  obligations  owed to Partners on
account of their interest in the Partnership)  immediately  after such return of
capital  or  distribution  exceeds  the  sum  of  (i)  the  fair  value  of  the
Partnership's  assets not subject to nonrecourse  liabilities plus (ii) the fair
value, if any, of the Partnership's  assets subject to nonrecourse  liabilities,
but only to the extent that the fair value of such  property  exceeds the amount
of the nonrecourse obligation encumbering it.

         4.4 RETURN OF NONUTILIZED  CAPITAL.  From time to time the  Partnership
may have cash in excess of the amount required for the conduct of the affairs of
the Partnership, and the General Partner may, in its sole discretion,  determine
that cash should, in whole or in part, be returned to the Partners,  as a return
of the Capital Contributions of the Partners.

         4.5 WITHDRAWAL OF CAPITAL.  No Partner shall have any right to withdraw
or make a demand for withdrawal of any such Partner's  Capital  Contribution (or
the capital interest reflected in such Partner's capital account) until the full
and  complete  winding up and  liquidation  of the  business of the  Partnership
unless such  withdrawal is provided for in this Agreement or under Section 15661
of the Act and otherwise satisfies the requirements of Section 15666 of the Act.

         4.6 CAPITAL ACCOUNT.  An individual capital account shall be maintained
for each Partner.

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<PAGE>

                  4.6.1 Each  Partner's  capital  account shall be credited with
the following items:

                           (a)  The  amount  of  any  cash  contributed  to  the
         Partnership.  In the event of any  contributions of property other than
         cash, the contributing Partner's capital account shall be credited with
         the fair market value of the property  contributed,  net of liabilities
         to  which  the  property  is  subject  or  which  are  assumed  by  the
         Partnership under I.R.C. Section 752.

                           (b)  That  Partner's  share  of any  profit  or  gain
         allocated to it under Section 5 (without regard to Section 5.6); and

                           (c)  That  Partner's   share  of  the   Partnership's
         nontaxable  income,  if any  (which  shall  include  any  upward  basis
         adjustments resulting under Regulation Section 1.704-1(b)(2)(iv)(J)).

                  4.6.2 Each Partner's capital account shall be charged with the
following items:

                           (a) The  amount  of  cash  distributed  and the  fair
         market value of any property  distributed  (net of liabilities to which
         the  property  is subject or which are  assumed  by the  Partner  under
         I.R.C. Section 752);

                           (b) That  Partner's  share of losses  allocated to it
         under Section 5 (without regard to Section 5.6); and

                           (c)  That  Partner's   share  of  the   Partnership's
         nontaxable   losses,   expenditures   described   in   I.R.C.   Section
         705(a)(2)(B) or other expenses not otherwise taken into account in this
         Section  4.6.2  and any  downward  basis  adjustments  resulting  under
         Regulation Section 1.704-1(b)(2)(iv)(J)).

                  4.6.3 "Capital  accounts" as defined in this Section 4.6 shall
         be deemed capital  accounts as provided for in Section  15611(b) of the
         Act.

                  4.6.4 Upon the transfer of all or a part of an interest in the
         Partnership,  the capital account of the transferor attributable to the
         transferred interest shall carry over to the transferee partner, except
         as otherwise specified in Regulation Section 1.704-1(b)(2)(iv)(L).

                  4.6.5 It is the intent of the Partnership to maintain  capital
         accounts  and  allocations  in  accordance   with  Regulation   Section
         1.704-1(b).  Accordingly,  adjustments to conform to those  Regulations
         (or to  successor  or  amended  provisions)  or to  take  into  account
         unexpected events shall be made by the General Partner,  if the General
         Partner believes that such  adjustments  would not materially alter the
         economic substance of this Agreement as it applies to any Partner.

         4.7 INTEREST ON CAPITAL  CONTRIBUTIONS.  No interest shall be paid on a
Capital Contribution.


5.       ALLOCATION OF INCOME AND PROFIT TO PARTNERS

         5.1 NET PROFIT.  Net Profit for each taxable  year (or shorter  period)
shall be allocated in the following order and priority:

                  5.1.1  First,  to the extent of, and in the reverse  order of,
any prior allocations of Net Loss pursuant to Sections 5.2.1,  5.2.2,  5.2.3 and
5.2.4.

                  5.1.2  Second,  to the holders of Parity  Preferred  Units (in
accordance with the respective  rights of the Parity Preferred Units) until each
such holder has been allocated cumulative amounts pursuant to this Section 5.1.2
in the current and all prior periods  equal to the  cumulative  Priority  Return
accrued with respect to that holder through the end of the current period.

                  5.1.3 Finally, to the holders of Common Units in proportion to
their ownership of those Common Units.

Allocations  of Net Profit to the  holders of  Partnership  Common  Units may be
adjusted  among  those  holders  at such  time  and in such  manner  as they may
mutually agree.

         5.2 NET LOSS. Net Loss for each taxable year (or shorter  period) shall
be allocated in the following order and priority:

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<PAGE>

                  5.2.1  First,  to the extent of, and in the reverse  order of,
any prior  allocations  of Net Profit  pursuant to Sections 5.1.2 and 5.1.3 that
has not previously been distributed.

                  5.2.2 Second,  to the holders of Common Units in proportion to
their  positive  Capital  Account  balances  with respect to those Common Units,
until those balances have been reduced to zero.

                  5.2.3  Third,  to the  holders of Parity  Preferred  Units (in
accordance with the respective  rights of the Parity  Preferred Units) until the
positive  Capital Account balance of each such holder with respect to its Parity
Preferred Units has been reduced to zero.

                  5.2.4 Finally, to the holders of Common Units in proportion to
their ownership of those Common Units.

Allocations  of Net Loss to the  holders  of  Partnership  Common  Units  may be
adjusted  among  those  holders  at such  time  and in such  manner  as they may
mutually agree.

         5.3 PARTNER NONRECOURSE DEDUCTIONS.  Any partner nonrecourse deductions
for any taxable year or other period shall be specially allocated to the Partner
who bears the economic risk of loss with respect to the partner nonrecourse debt
to which such partner nonrecourse deductions are attributable in accordance with
Regulation Section 1.704-2(i)(1).

         5.4 REGULATORY ALLOCATIONS. The allocations set forth in this Agreement
are intended to comply with the  requirements  of the  Regulations  under I.R.C.
Section 704,  and the  Agreement  shall be construed to contain a "minimum  gain
chargeback," a "qualified income offset," and such other provisions set forth in
the Regulations as appropriate  for the  allocations  under this Agreement to be
respected for federal  income tax purposes.  If any  allocation  pursuant to the
terms of this Agreement  would appear to be ineffective for income tax purposes,
the General Partner is authorized to correct the allocations,  provided that any
such correction shall be made in a fashion that is otherwise consistent with the
stated plan of allocations and  distributions  set forth in this Agreement.  Any
allocations  of items of income or gain  pursuant  to this  Section 5.4 shall be
taken into account in computing  subsequent  allocations of Net Profit, Net Loss
and gain or loss on sale or exchange of property under this  Agreement,  so that
the net amount of income or gain so allocated  and the Net Profit,  Net Loss and
gain or loss on sale or  exchange  of the  property  allocated  to each  Partner
pursuant to this Agreement  shall,  to the extent  possible,  and as promptly as
possible, be made equal to the net amount that would have been allocated to each
partner if no  allocation  of income or gain were made  pursuant to this Section
5.4.

         5.5 ALLOCATION UPON TRANSFERS OF PARTNERSHIP INTERESTS. Upon a transfer
of an interest  in the  Partnership,  allocations  between  the  transferee  and
transferor  shall  be made  so as to  reflect  their  varying  interests  in the
Partnership during the year.

         5.6  SECTION  704(C)  PRINCIPLES  APPLY.  Any  disparities  between the
Partnership's taxable items and the book amounts allocated pursuant to the prior
provisions of this Section 5 shall be shared  between the partners as determined
by the General Partner so as to take account of the variation  between the basis
of any property  contributed to the Partnership and its agreed fair market value
at the time of contribution, and the General Partner shall have the authority to
effect such or other  allocations  as prescribed or permitted by I.R.C.  Section
704(c) or the Regulations thereunder.

         To the  extent  permitted  under the  I.R.C.  and  Regulations,  if the
application  of  I.R.C.  Section  704(c)  principles  to the  holders  of Parity
Preferred  Units  (other  than such units held by the  General  Partner,  the PS
Limited Partner,  and their affiliates) with respect to certain properties would
cause the "ceiling  limitation" to apply to such holders in a fashion that would
result in an allocation to those  holders of tax  depreciation  that would be 5%
less  than  the  allocation  of  "book"  depreciation  that  otherwise  would be
allocated to those holders,  depreciation with respect to those properties shall
not be taken into account in computing Net Profit or Net Loss to be allocated to
such holders.


6.       DISTRIBUTIONS

         6.1 TIME AND MANNER OF  DISTRIBUTIONS.  Except as  otherwise  set forth
below,  Available  Cash shall be  distributed  to the Partners as cash  payments
quarterly as of the last day of each of the Partnership's  fiscal quarters or at
such more frequent intervals as the General Partner, in its sole discretion, may
determine.

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<PAGE>

         If any  date  on  which  distributions  are to be  made  on the  Parity
Preferred  Units is not a Business Day, then payment of the  distribution  to be
made on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other  payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately  preceding  Business Day, in each case with the
same  force and  effect as if made on such  date.  Distributions  on the  Parity
Preferred  Units  will be made to the  holders  of  record  of the  units on the
relevant record dates to be fixed by the Partnership  acting through the General
Partner,  which record dates shall in no event exceed fifteen (15) Business Days
prior to the relevant  Preferred Unit Distribution  Payment Date (the "PREFERRED
UNIT PARTNERSHIP RECORD DATE").

         6.2  AVAILABLE  CASH.  Except as is otherwise set forth in Section 16.1
(providing  for  distributions  upon  the  dissolution  and  liquidation  of the
Partnership) Available Cash shall be distributed first, to the holders of Parity
Preferred  Units in  proportion  to and to the extent of their  unpaid  Priority
Returns,  and then,  to the  holders of Common  Units,  in  proportion  to their
ownership of Common Units.

         In  the  event  of (A) an  exchange  of  Parity  Preferred  Units  into
preferred stock of the Company or depositary shares  representing an interest in
shares  of  preferred  stock  of the  Company,  or (B) a  redemption  of  Parity
Preferred Units (each a "PREFERRED  UNIT  DISTRIBUTION  PAYMENT  DATE"),  on the
exchange  date or  redemption  date,  as  applicable,  Available  Cash  shall be
distributed to the holders of Parity Preferred Units in proportion to and to the
extent of their unpaid Priority Returns.

         Notwithstanding  anything to the contrary  contained in this Agreement,
in no event  shall a  Partner  receive a  distribution  of  Available  Cash with
respect  to a  Partnership  Unit  if such  Partner  is  entitled  to  receive  a
distribution  out of such  Available  Cash  with  respect  to a  share  of (or a
depositary share representing an interest in) Corresponding  Preferred Stock for
which such Partnership Unit has been exchanged or redeemed.

         6.3 LIMITATIONS CONCERNING PRIORITY RETURN DISTRIBUTIONS. Distributions
on the  Parity  Preferred  Units  will  accrue  whether  or not  the  terms  and
provisions of any agreement of the Partnership, including any agreement relating
to its  indebtedness  at any time  prohibit the  declaration,  setting aside for
payment or current payment of distributions,  whether or not the Partnership has
earnings,  whether or not there are funds  legally  available for the payment of
such distributions and whether or not such distributions are authorized. Accrued
but unpaid distributions on the Parity Preferred Units will accumulate as of the
Preferred  Unit  Distribution  Payment Date on which they first become  payable.
Distributions  on account of arrears  for any past  distribution  periods may be
declared and paid at any time,  without  reference to a regular  Preferred  Unit
Distribution  Payment Date to holders of record of the Parity Preferred Units on
the record date fixed by the  Partnership  acting  through  the General  Partner
which date shall not exceed  fifteen  (15)  Business  Days prior to the  payment
date. Accumulated and unpaid distributions will not bear interest.

         Except  as is  otherwise  set  forth in  Section  16.1  (providing  for
distributions upon the dissolution and liquidation of the Partnership):

                  6.3.1 So long as any Parity  Preferred Units are  outstanding,
no distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with  respect to any class or series of  partnership
interest of the Partnership ranking junior as to the payment of distributions or
rights upon a voluntary or involuntary liquidation, dissolution or winding-up of
the Partnership to the Parity  Preferred Units  (collectively,  "JUNIOR UNITS"),
nor  shall  any  cash or other  property  be set  aside  for or  applied  to the
purchase,  redemption  or other  acquisition  for  consideration  of any  Parity
Preferred  Units or any Junior Units,  unless,  in each case, all  distributions
accumulated on all classes and series of outstanding Parity Preferred Units have
been paid in full.

                  Without limiting Section 10.2, the foregoing sentence will not
prohibit (a) distributions payable solely in Junior Units, (b) the conversion of
Junior Units or Parity  Preferred Units into Junior Units, or (c) the redemption
of  Exchangeable   Preferred  Units   corresponding  to  any  depositary  shares
representing interests in shares of Corresponding Preferred Stock, Company stock
that is on a parity with or junior to the  Corresponding  Preferred  Stock as to
the  payment  of  distributions  or  rights  upon  a  voluntary  or  involuntary
liquidation,  dissolution  or  winding-up  of the Company to be purchased by the
Company  pursuant  to  the  Company's   Restated   Articles  of   Incorporation,
certificates of  determination  or Bylaws to preserve the Company's  status as a
real estate investment trust.

                                       7

<PAGE>

                  6.3.2 So long as distributions  have not been paid in full (or
a sum sufficient for such full payment is not irrevocably deposited in trust for
immediate  payment) upon all classes and series of outstanding  Parity Preferred
Units,  all  distributions  authorized  and declared on the  outstanding  Parity
Preferred Units with respect to payment of distributions shall be authorized and
declared in  proportion  to the accrued and unpaid  distributions  in respect of
each outstanding Parity Preferred Unit (which shall not include any accumulation
in respect of unpaid  distributions for prior distribution periods if such class
or series of Parity Preferred Units do not have cumulative distribution rights).

                  6.3.3 Holders of Parity  Preferred Units shall not be entitled
to any distributions,  whether payable in cash, other property or otherwise,  in
excess of the full cumulative distributions described in this Agreement.

         6.4 CASH FROM SALES OR REFINANCING. Except as is otherwise set forth in
Section 16.1 (providing for  distributions  upon the dissolution and liquidation
of the  Partnership)  distributions  of Cash from Sales or Refinancing  shall be
made first, to the holders of Parity Preferred Units in proportion to and to the
extent of their  unpaid  Priority  Returns,  and then,  to the holders of Common
Units, in proportion to their ownership of Common Units.

         6.5 RESERVES.  The General  Partner  shall make  provision for adequate
reserves by retention for  contingencies  of a reasonable  percentage of Capital
Contributions and other receipts.

         6.6 OPTIONAL REDEMPTION.

                  6.6.1 RIGHT OF OPTIONAL REDEMPTION.  The Series N and Series O
Preferred Units may not be redeemed prior to the fifth (5th)  anniversary of the
issuance  date. On or after such date, the  Partnership  shall have the right to
redeem the Series N and Series O Preferred  Units,  in whole or in part,  at any
time or from time to time,  upon not less than  thirty  (30) nor more than sixty
(60) days' written notice, at a redemption price,  payable in cash, equal to the
Liquidation  Preference  per Series N or Series O Preferred  Unit to be redeemed
(the "REDEMPTION  PRICE").  The rights of redemption of any subsequently  issued
Parity  Preferred  Units shall be as designated in an amended  Exhibit A to this
Agreement.  If fewer than all of the  outstanding  Parity  Preferred  Units of a
particular series are to be redeemed,  the units to be redeemed from that series
shall be selected PRO RATA (as nearly as practicable without creating fractional
units).

                  6.6.2 LIMITATION ON REDEMPTION. The Partnership may not redeem
fewer than all of the outstanding Exchangeable Preferred Units of any particular
series unless all  accumulated  and unpaid  distributions  have been paid on all
outstanding  units  of  that  series  for  all  quarterly  distribution  periods
terminating on or prior to the date of redemption.

                  6.6.3    PROCEDURES FOR REDEMPTION.

                           (a) Notice of redemption  will be (A) faxed,  and (B)
         mailed by the Partnership, by certified mail, postage prepaid, not less
         than thirty (30) nor more than sixty (60) days prior to the  redemption
         date,  addressed to the respective  holders of record of any tseries of
         Parity Preferred Units to be redeemed at their respective  addresses as
         they  appear on the records of the  Partnership.  No failure to give or
         defect in such notice shall affect the validity of the  proceedings for
         the redemption of any Parity Preferred Units except as to the holder to
         whom such  notice  was  defective  or not  given.  In  addition  to any
         information  required by law,  each such notice  shall  state:  (1) the
         redemption date, (2) the Redemption  Price, (3) the aggregate number of
         Parity  Preferred Units of that series to be redeemed and if fewer than
         all of the outstanding  Parity Preferred Units of that series are to be
         redeemed,  the number of Parity  Preferred Units to be redeemed held by
         such  holder,  which  number  shall equal such  holder's pro rata share
         (based on the percentage of the aggregate number of outstanding  Parity
         Preferred  Units of the series to be redeemed  held by such  holder) of
         the  aggregate  number of Parity  Preferred  Units of the  series to be
         redeemed,  (4) the place or places where the Parity Preferred Units are
         to be  surrendered  for  payment  of the  Redemption  Price,  (5)  that
         distributions  on the Parity  Preferred Units to be redeemed will cease
         to  accumulate  on such  redemption  date and (6) that  payment  of the
         Redemption  Price will be made upon  presentation and surrender of such
         Parity Preferred Units.

                           (b) If the  Partnership  gives a notice of redemption
         in respect of Parity Preferred Units (which notice will be irrevocable)
         then, by 12:00 noon,  Los Angeles,  California  time, on the redemption
         date, the Partnership will deposit irrevocably in trust for the benefit
         of the Parity  Preferred  Units being redeemed funds  sufficient to pay
         the applicable Redemption Price and will give irrevocable  instructions
         and authority to pay such Redemption Price to the holders of the Parity
         Preferred  Units upon surrender of the Parity  Preferred  Units by such

                                       8

<PAGE>

         holders at the place  designated  in the notice of  redemption.  If the
         Parity Preferred Units are evidenced by a certificate and if fewer than
         all Parity  Preferred  Units of a  particular  series  evidenced by any
         certificate are being redeemed,  a new certificate shall be issued upon
         surrender of the  certificate  evidencing all Parity  Preferred  Units,
         evidencing the unredeemed  Parity  Preferred  Units without cost to the
         holder thereof. On and after the date of redemption, distributions will
         cease to accumulate on the Parity  Preferred Units or portions  thereof
         called for redemption,  unless the Partnership  defaults in the payment
         thereof.  If any date fixed for redemption of Parity Preferred Units is
         not a Business  Day,  then payment of the  Redemption  Price payable on
         such date will be made on the next  succeeding  day that is a  Business
         Day (and without any  interest or other  payment in respect of any such
         delay)  except that,  if such  Business Day falls in the next  calendar
         year, such payment will be made on the immediately  preceding  Business
         Day,  in each  case with the same  force and  effect as if made on such
         date  fixed for  redemption.  If  payment  of the  Redemption  Price is
         improperly  withheld  or  refused  and  not  paid  by the  Partnership,
         distributions   on  such  Parity   Preferred  Units  will  continue  to
         accumulate from the original redemption date to the date of payment, in
         which case the actual  payment date will be  considered  the date fixed
         for redemption for purposes of  calculating  the applicable  Redemption
         Price.

         6.7 NO SINKING  FUND.  No sinking  fund  shall be  established  for the
retirement or redemption of Series N or Series O Preferred Units.

         6.8 AMOUNTS  WITHHELD.  Any amounts withheld  pursuant to the I.R.C. or
any  provisions  of any state,  local or foreign tax law and with respect to any
allocation,  payment or  distribution  to any  Partners  or  assignees  shall be
treated as amounts  distributed  to the affected  Partners or assignees  for all
purposes under this Agreement.


7.       MANAGEMENT OF PARTNERSHIP BY GENERAL PARTNER

         7.1  MANAGEMENT.  The General Partner shall conduct the business of the
Partnership.  The General Partner shall devote to the Partnership so much of the
time of its personnel as is necessary or required for the effective  conduct and
operation of the Partnership's business.  Without limiting the generality of the
foregoing, the General Partner shall have the following rights and powers, which
it may exercise at the cost, expense and risk of the Partnership.

         7.2 POWERS OF THE GENERAL PARTNER.  The General Partner shall have full
charge of overall  management,  conduct and operation of the  Partnership in all
respects  and in all matters,  and shall have the  authority to act on behalf of
the Partnership in all matters respecting the Partnership,  its business and its
properties, and, without limiting in any manner the foregoing, authority to:

                  7.2.1 Subject to any  limitations  otherwise set forth in this
Agreement,  deal  in  any  Partnership  assets,  issue  and  redeem  partnership
interests,  distribute Partnership assets and funds, lend Partnership funds, and
borrow  money  and  as  security  therefore  encumber  all or  any  part  of the
Partnership assets.

                  7.2.2  In  addition  to   services   specifically   authorized
elsewhere in this Agreement, employ or engage, from time to time, at the expense
of the Partnership,  persons to render the type of services  generally needed to
accomplish the Partnership's purposes,  including but not limited to accountants
and  attorneys.  Employment  of such persons by the General  Partner shall be on
such  terms  and for such  reasonable  compensation  as are in  accordance  with
generally  accepted business  practices.  Such employees may include persons who
also work on a part-time (or any other) basis for the General Partner, a Limited
Partner or any affiliate of the General Partner or a Limited  Partner,  provided
that  the  compensation  paid  to  any  such  person  is not  in  excess  of the
compensation  that the Partnership would be required to pay to other persons not
affiliated with the General Partner or a Limited Partner for comparable services
that reasonably could be made available to the Partnership.

                  7.2.3  Possess and  exercise,  as may be required,  all of the
rights and powers of a General Partner as more particularly  provided by Section
15643(a) of the Act, except to the extent that any of such rights may be limited
or restricted by the express provisions of this Agreement.

                  7.2.4 Execute, acknowledge and deliver any and all instruments
and take such other steps as are necessary to effectuate the foregoing.

                  7.2.5 Exercise its fiduciary duty for the  safekeeping and use
of all funds and  assets of the  Partnership,  whether  or not in its  immediate
possession or control.

                                       9

<PAGE>

         7.3 DUTIES OF THE GENERAL PARTNER. The General Partner shall perform or
cause  to be  performed,  at the  expense  of  the  Partnership,  the  following
services:

                  7.3.1   Establish   books  of  account,   record  and  payment
procedures, including individual capital accounts of the Partners.

                  7.3.2 Provide  bookkeeping and other related  services for the
Partnership.

                  7.3.3 Disburse the Capital  Contributions  of the Partners for
the purposes set forth in this Agreement.

                  7.3.4  Provide  overall  management,  financial  and  business
planning services to the Partnership.

                  7.3.5  Disburse all receipts and make all  necessary  payments
and expenditures in accordance with the terms of this Agreement.

                  7.3.6  Make  all  reports  to the  Partners  required  by this
Agreement or by law.

         7.4  EXPENSES  OF THE  PARTNERSHIP.  Except as  otherwise  specifically
provided by this Agreement,  all expenses of the Partnership,  including but not
limited to operating  expenses,  shall be billed directly to, and paid and borne
by, the Partnership.  Some or all of the Partnership employees may be engaged on
a part-time basis and may also be engaged by one or more of the General Partner,
a Limited Partner or their affiliates. The General Partner, the Limited Partners
and their  affiliates  shall be  reimbursed  for their actual cost of any goods,
materials and services used for or by the Partnership.

         7.5 NO OBLIGATIONS TO CONSIDER TAX CONSEQUENCES TO LIMITED PARTNERS. In
exercising  its authority  under this  Agreement,  the General  Partner may, but
shall be under no obligation to, take into account the tax  consequences  to any
Partner  (including  the General  Partner) of any action taken (or not taken) by
any of them. The General Partner and the Partnership shall not have liability to
a Limited  Partner  for  monetary  damages or  otherwise  for losses  sustained,
liabilities  incurred  or  benefits  not  derived  by such  Limited  Partner  in
connection with such  decisions,  provided that the General Partner has acted in
good  faith  and  pursuant  to its  authority  under  this  Agreement,  and such
decisions do not result in a breach of any  representation or covenant under the
Contribution  Agreement to which the  Partnership  and such Limited  Partner are
parties.  Notwithstanding  the foregoing,  the proviso in the preceding sentence
does not (i) expand or alter any remedy set forth in any Contribution  Agreement
for a breach of any such  representation  or covenant,  or (ii) convert any such
representation  into an ongoing obligation of the Partnership,  General Partner,
Company or their affiliates.

         7.6 INDEMNIFICATION OF THE GENERAL PARTNER AND OTHERS.

         The General Partner and any person performing services on behalf of the
Partnership  who (i) directly or indirectly  controls,  is controlled  by, or is
under common control with the General Partner; (ii) owns or controls 10% or more
of the  outstanding  voting  securities of the General  Partner;  or (iii) is an
officer,  director or partner of the General  Partner or an entity  described in
clauses  (i) or (ii),  shall  have no  liability  to the  Partnership  or to the
Limited  Partners for any loss suffered by the  Partnership  which arises out of
any action or inaction of the General  Partner if the General  Partner,  in good
faith,  determined  that such course of conduct was in the best interests of the
Partnership  and  such  course  of  conduct  did not  constitute  negligence  or
misconduct of the General  Partner.  The General Partner and others described in
the preceding  sentence  shall be  indemnified  by the  Partnership  against any
losses, judgments,  liabilities,  expenses and amounts paid in settlement of any
claims sustained by them in connection with the  Partnership,  provided that the
same were not the result of  negligence or misconduct on the part of the General
Partner.

         The  Partnership  may advance  funds to the  General  Partner for legal
expenses and other costs incurred as a result of a legal action if (i) the legal
action  relates to the  performance  of the duties or  services  by the  General
Partner on behalf of the  Partnership;  (ii) the legal  action is initiated by a
third  party  who is not a Limited  Partner  of the  Partnership;  and (iii) the
General  Partner  undertakes to repay the advanced  funds to the  Partnership in
cases  where it would not be  entitled  to  indemnification  as provided in this
Section 7.6.

         If, at any time,  the  Partnership  has  insufficient  funds to furnish
indemnification   as  provided  in  this   Agreement,   it  shall  provide  such
indemnification  if  and as it  generates  sufficient  funds  and  prior  to any
distributions to the Partners.

                                       10

<PAGE>

8.       INDEPENDENT ACTIVITIES OF PARTNERS

         Any of the  Partners  may  engage in or possess  an  interest  in other
business ventures of every nature and description, independently or with others,
including, but not limited to, the ownership,  financing,  leasing,  management,
syndication, investment, brokerage and development of real and personal property
of any kind whatsoever and neither the Partnership nor any of the Partners shall
have any right by virtue of this Agreement in and to such  independent  ventures
or to the income or profits derived therefrom.


9.       BOOKS, REPORTS AND FISCAL MATTERS

         9.1  RECORDS.  The General  Partner  shall keep at its  office,  to the
extent available, the following Partnership documents:

                  9.1.1 A current list of the full name and last known  business
or residence address of each Partner,  together with the contributions and share
in profits and losses of each Partner.

                  9.1.2 A copy of this Agreement and all amendments thereto, the
Certificate  of Limited  Partnership  and all  Certificates  of  Amendment,  and
executed copies of any powers of attorney  pursuant to which any certificate has
been executed.

                  9.1.3  Copies of the  Partnership's  federal,  state and local
income tax or information  returns and reports,  if any, for the six most recent
taxable years.

                  9.1.4 Financial statements of the Partnership for the six most
recent fiscal years.

                  9.1.5 The  Partnership's  books and  records  for at least the
current and past three fiscal years.

         9.2 DELIVERY TO LIMITED PARTNERS AND INSPECTION.

                  9.2.1 Each Limited Partner shall have the right, for a purpose
reasonably related to the Limited Partner's interest as a limited partner in the
Partnership,  upon written demand with a statement of the purpose of such demand
and at the Partnership's  expense, to obtain a copy of the information  required
to be maintained by Sections 9.1.1 and 9.1.2.

                  9.2.2 Each Limited  Partner  also shall have the right,  for a
purpose  reasonably  related  to the  Limited  Partner's  interest  as a limited
partner in the Partnership,  upon written demand with a statement of the purpose
of such demand and at the Limited Partner's own expense, to obtain a copy of the
information required to be maintained by Sections 9.1.3 and 9.1.4 and to inspect
and copy during normal  business hours the  Partnership  records  required to be
maintained by Section 9.1.5.

                  9.2.3 The General Partner shall send to each Partner within 90
days  after  the end of each  taxable  year the  information  necessary  for the
Partner to complete its federal and state income tax or information  return, and
shall  provide an estimate of that  information  within 60 days after the end of
each taxable year.

                  9.2.4  Notwithstanding  any other provision of this Agreement,
the General Partner may keep confidential  from the Limited  Partners,  for such
period  of time as the  General  Partner  determines  in its sole  and  absolute
discretion to be reasonable,  any Partnership  information  that (i) the General
Partner  believes to be in the nature of trade secrets or other  information the
disclosure  of which the  General  Partner in good faith  believes is not in the
best interests of the  Partnership or (ii) the Partnership is required by law or
by agreements with unaffiliated third parties to keep confidential.

         9.3 ACCOUNTING  BASIS. The books of account shall be kept on an accrual
basis for income tax purposes and for purposes of preparing  periodic  financial
statements and reports.  The Partnership  shall adopt a fiscal year beginning on
the first day of January and ending on the last day of December of each year.

         9.4  ADJUSTMENT  OF TAX BASIS.  Upon the transfer of an interest in the
Partnership, the Partnership may, at the sole discretion of the General Partner,
elect  pursuant to I.R.C.  Section  754, to adjust the basis of the  Partnership
properties as allowed by I.R.C.  Sections  734(b) and 743(b).  The election,  if
made, will be filed with the Partnership  information  income tax return for the
first taxable year to which the election applies.

                                       11

<PAGE>

         9.5 BANK ACCOUNTS. The cash funds of the Partnership shall be deposited
in a commercial bank account at such banks or other institutions, insured by the
Federal  Deposit  Insurance  Corporation  or Federal  Savings and Loan Insurance
Corporation, as the General Partner shall determine. Disbursements from the bank
account shall be made by the General  Partner in conformity with this Agreement.
The funds of the Partnership shall not be commingled with the funds of any other
person.

         9.6  INSURANCE.  The  General  Partner  shall at all  times  cause  the
Partnership to maintain  comprehensive  insurance,  including  fire,  liability,
flood, earthquake, and extended coverage fire insurance in amounts determined by
the General  Partner to be adequate for the  protection of the  Partnership  and
each of its Partners. In addition,  the General Partner shall at all times cause
the Partnership to carry appropriate  worker's  compensation  insurance and such
other  insurance  with respect to the property owned or leased by it as shall be
customary for similar property, similarly located, from time to time.

         9.7 TAXATION AS  PARTNERSHIP.  The General  Partner,  while  serving as
such,  agrees to use its best efforts to cause the  Partnership to be classified
as a partnership  for federal  income tax purposes,  unless the General  Partner
determines  that it is in the best interests of the Partnership to be classified
in some other fashion.

         9.8 TAX  MATTERS  PARTNER.  The  General  Partner  shall  serve  as the
Partnership's  Tax  Matters  Partner as that term is  defined in I.R.C.  Section
6231.

         9.9 MEETINGS AND VOTING.  All issues relating to notices of meetings or
the  procedures  to be  followed  at such  meetings  or actions of the  Partners
without a meeting shall be governed by Section 15637 of the Act.


10.      POWERS OF THE LIMITED PARTNER; LIMITED LIABILITY

         10.1 POWERS OF THE LIMITED  PARTNERS.  The Limited  Partners  shall not
take any part in the management of the business or transact any business for the
Partnership  and shall  not have any power to sign for or bind the  Partnership;
provided,  however,  that the holders of Partnership Common Units shall have the
right to approve or disapprove  the matters  affecting the  Partnership's  basic
structure set forth in Sections  10.1.1 through  10.1.4.  Except as is otherwise
set forth in this Agreement, a Limited Partner Vote shall be required to approve
these items:

                  10.1.1 An  amendment  to the  Agreement as provided in Section
17.3.1.

                  10.1.2  Termination  and  dissolution  of the  Partnership  as
provided in Section 15.1.2.

                  10.1.3  The  election  of a new  General  Partner  or  General
Partners upon the removal, retirement, death, insanity,  insolvency,  bankruptcy
or dissolution of a General  Partner or any successor  General  Partner,  all in
accordance with Section 15.2 of this Agreement.

                  10.1.4 The sale or exchange in a single  transaction of all or
substantially all of the assets of the Partnership.

                  The  above  list  (Sections   10.1.1  through   10.1.4)  shall
constitute a limitation by agreement of the rights  granted to limited  partners
generally  by Section  15636(f) of the Act, and the Limited  Partners  shall not
have the right to vote pursuant to Section 9.9,  Section 10, or otherwise on any
matter not listed above.  Without the consent of any adversely  affected Limited
Partner,  the General Partner may not convert any Limited Partner into a general
partner or modify or affect the limited liability of any Limited Partner.

         10.2 SERIES N PREFERRED  UNITS - CERTAIN VOTING RIGHTS.  Holders of the
Series N Preferred  Units will not have any voting rights or right to consent to
any matter requiring the consent or approval of the Limited Partners,  except as
set forth below. So long as any Series N Preferred Units remain outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least a
majority of the Series N Preferred Units outstanding at the time:

                  10.2.1 (A) authorize or create,  or increase the authorized or
issued  amount of, any class or series of  partnership  interests  senior to the
Series N Preferred Units with respect to payment of distributions or rights upon
liquidation,  dissolution  or  winding-up,  or (B)  reclassify  any  partnership
interests of the Partnership into any such senior partnership  interest,  or (C)
create,  authorize  or issue any  obligations  or security  convertible  into or
evidencing the right to purchase any such senior partnership interests,

                                       12

<PAGE>

                  10.2.2 (A) authorize or create,  or increase the authorized or
issued amount of any Parity  Preferred  Units but only to the extent such Parity
Preferred  Units are issued to an affiliate of the Partnership on terms that are
on other than  arms'-length or that differ in material adverse respects from the
terms of any Parity Preferred Units issued to the public or nonaffiliates of the
Partnership  (for  purposes of this Section  10.2.2,  an issuance to the General
Partner (or its affiliates)  shall not be treated as an issuance to an affiliate
of the Partnership to the extent the issuance of such partnership  interests was
to allow the General Partner (or its affiliate) to issue corresponding preferred
stock to persons who are not  affiliates),  or (B)  reclassify  any  partnership
interest into any such partnership interest (provided that, in connection with a
permitted  issuance of Parity  Preferred  Units, an equal number of Common Units
held by the General  Partner,  the PS Limited Partner or their affiliates may be
converted into a corresponding  class of Parity  Preferred Units) or (C) create,
authorize or issue any  obligations or security  convertible  into or evidencing
the right to purchase any such partnership interests, or

                  10.2.3 either (A) consolidate,  merge into or with, or convey,
transfer or lease its assets substantially as an entirety to, any corporation or
other entity or (B) amend,  alter or repeal the  provisions  of the  Partnership
Agreement,  whether by merger, consolidation or otherwise, that would materially
and adversely  affect the powers,  special  rights,  preferences,  privileges or
voting power of the Series N Preferred Units or the holders  thereof;  provided,
however,  that with respect to the  occurrence of a merger,  consolidation  or a
sale or lease of all of the Partnership's assets as an entirety,  so long as (1)
the Partnership is the surviving  entity and the Series N Preferred Units remain
outstanding with the terms thereof unchanged, or (2) the resulting, surviving or
transferee  entity  is  a  partnership,   limited  liability  company  or  other
pass-through  entity  organized  under the laws of any state and substitutes the
Series N Preferred Units for other interests in such entity having substantially
the same  terms and  rights as the  Series N  Preferred  Units,  including  with
respect to distributions, voting rights and rights upon liquidation, dissolution
or  winding-up,  then the  occurrence  of any such event  shall not be deemed to
materially and adversely affect such rights,  privileges or voting powers of the
holders of the Series N Preferred  Units; and provided further that any increase
in the amount of partnership  interests or the creation or issuance of any other
class or series of partnership interests, in each case ranking (y) junior to the
Series N  Preferred  Units with  respect to  payment  of  distributions  and the
distribution of assets upon liquidation,  dissolution or winding-up, or (z) on a
parity  with  the  Series  N  Preferred   Units  with   respect  to  payment  of
distributions  or the  distribution of assets upon  liquidation,  dissolution or
winding-up,  or both shall not be deemed to materially and adversely affect such
rights,  preferences,  privileges or voting  powers,  provided such  partnership
interests  are not issued to an  affiliate  of the  Partnership,  other than the
General  Partner to the extent the issuance of such  interests  was to allow the
General  Partner to issue  corresponding  Preferred Stock to persons who are not
affiliates of the Partnership.

         10.3 SERIES O PREFERRED  UNITS - CERTAIN VOTING RIGHTS.  Holders of the
Series O Preferred  Units will not have any voting rights or right to consent to
any matter requiring the consent or approval of the Limited Partners,  except as
set forth below. So long as any Series O Preferred Units remain outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least a
majority of the Series O Preferred  Units  outstanding at the time,  take any of
the actions described above in Sections 10.2.1, 10.2.2 and 10.2.3, treating each
reference  in those  provisions  to "Series N  Preferred  Units" as a  reference
instead to "Series O Preferred Units."

         10.4  LIMITED  LIABILITY.  Performance  of one  or  more  of  the  acts
described in Section 10 shall not in any way  constitute a Limited  Partner as a
general partner or impose any personal liability on a Limited Partner. A Limited
Partner shall not be liable for any debts or obligations  of the  Partnership in
excess of its contribution to the capital of the Partnership (which has not been
previously  returned to it) plus such capital returned to it as to which, by the
terms of Section 15666 of the Act, it shall remain  liable.  All Available  Cash
that would otherwise be distributed to the Partners, however, shall be available
to creditors to satisfy the debts and obligations of the  Partnership  until the
time of actual distribution.


11.      ASSIGNABILITY OF GENERAL AND LIMITED PARTNERS' INTERESTS

         11.1 GENERAL PARTNER'S INTERESTS;  ADMISSION OF SUCCESSOR OR ADDITIONAL
GENERAL PARTNER; WITHDRAWAL OR REMOVAL OF A GENERAL PARTNER.

                  11.1.1 Except as provided in Section 11.1.2 and subject to the
limitations of Section 14.2, with the consent of all other General Partners,  if
any, and a Limited  Partner Vote,  any General  Partner may at any time withdraw
and designate one or more persons to be successors to such General Partner or to
be an additional  General Partner,  in each case with such participation in such

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General  Partner's  interest  as such  General  Partner  and such  successor  or
additional  General  Partner may agree upon,  provided that the interests of the
Limited Partners shall not be affected thereby.

                  11.1.2  Without  the  consent  of any  Partner,  (i) a General
Partner may  substitute in its stead as General  Partner any entity that has, by
merger, consolidation or otherwise,  acquired substantially all of its assets or
stock and continued its business and which has assumed all of the obligations of
the terminating General Partner; (ii) a General Partner may cause to be admitted
to the Partnership an additional General Partner or General Partners if required
to assure the continued  classification  of the Partnership as a partnership for
federal income tax purposes;  and (iii) a General  Partner may create a security
interest  in its  interest  in the  Partnership  that is limited to the  General
Partner's right to receive distributions. The Limited Partners hereby consent to
the admission of any additional or successor  General  Partner  pursuant to this
Section 11.1.2, and no further consent or approval shall be required.  Any other
voluntary  withdrawal by any General  Partner from the  Partnership or any other
sale,  transfer or  assignment  by such  General  Partner of its interest in the
Partnership shall be effective only (i) upon a Limited Partner Vote, and (ii) if
applicable,  upon the admission in accordance with Section 11.1.1 of a successor
or additional General Partner, as the case may be.

         11.2 LIMITED PARTNER'S INTEREST. Except as provided in this Section 11,
a Limited  Partner may not sell,  transfer,  encumber or  otherwise  dispose of,
voluntarily  or  involuntarily,  the  whole or any part of its  interest  in the
Partnership  without the prior  written  consent of the General  Partner,  which
consent  will not be  unreasonably  withheld.  No  assignment  shall be valid or
effective unless in compliance with the conditions  contained in this Agreement,
and any unauthorized transfer or assignment shall be void AB INITIO.  Subject to
compliance with the other provisions of Section 11, beginning one year after the
date of this  Agreement,  a Limited  Partner  shall be permitted to transfer the
whole or any part of its interest in the  Partnership  without the prior written
consent of the General  Partner to  permitted  transferees  as  described in the
following  sentence,  provided that each permitted  transferee acquires at least
500,000 Parity  Preferred  Units and no such transferee may be, or be affiliated
with, a competitor or potential  competitor of the Company,  the  Partnership or
their affiliates. Permitted transferees for this purpose are: (i) an entity that
is controlled by, and directly or indirectly more than 50% owned by, the Limited
Partner, (ii) an entity that controls, and directly or indirectly owns more than
50% of, the Limited Partner,  (iii) a so called "exchange" fund managed by Eaton
Vance Management (in the case of transfers to entities  described in this clause
(iii),  transfers  may be made  during  the  first  year  after the date of this
Agreement  and the  requirement  that the  transferee  acquire at least  500,000
Parity  Preferred Units shall not apply, so long as Series N Preferred Units are
held by 12 or fewer such entities),  (iv) a so called "exchange" fund managed by
DLJ  Asset  Management  Group,  Inc.  or one of its  affiliates  (in the case of
transfers  to entities  described  in this clause  (iv),  transfers  may be made
during the first year after the date of this Agreement and the requirement  that
the transferee  acquire at least 500,000 Parity Preferred Units shall not apply,
so long as Series O Preferred Units are held by 5 or fewer such entities) or (v)
any other so called "exchange" fund.

         11.3 SUBSTITUTED LIMITED PARTNERS. Except as otherwise provided in this
Agreement,  an assignee of the interest of a Limited  Partner shall not have the
right to become a substituted  Limited Partner in place of the assignor  without
the  consent  of the  General  Partner,  which may be  withheld  in its sole and
absolute discretion, and the execution of an amendment to this Agreement.

         11.4 ASSIGNMENT OF LIMITED PARTNERSHIP  INTEREST WITHOUT  SUBSTITUTION.
Subject to Section 11.7,  with the consent of the General  Partner,  which shall
not be unreasonably  withheld,  a Limited Partner shall have the right to assign
all or  part  of  such  Partner's  interest  in  the  Partnership  by a  written
instrument of assignment,  the terms of which are not in contravention of any of
the  provisions of this  Agreement.  The assigning  Partner shall deliver to the
General  Partner  a  written  instrument  of  assignment  in form and  substance
satisfactory to the General Partner,  duly executed by the Limited  Partner.  An
assignee  shall be  entitled  to  receive  distributions  from  the  Partnership
attributable  to the  Partnership  interest  acquired  by  reason  of  any  such
assignment  from and after the effective date of the assignment of such interest
to such  assignee;  provided,  however,  that the  Partnership  and the  General
Partner shall be entitled to treat the assignor of such Partnership  interest as
the absolute  owner  thereof in all  respects,  and shall incur no liability for
distributions  made in good faith to the assignor until such time as the written
instrument of assignment  has been received by the  Partnership  and recorded on
its books and the effective date of the  assignment  has passed.  The "effective
date" of the assignment  shall be that date set forth in the written  instrument
of  assignment,  which  shall in no event be earlier  than the date on which all
requirements of this Section 11.5 are satisfied.

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<PAGE>

         11.5 WITHDRAWAL OF LIMITED  PARTNER.  Except as otherwise  specifically
permitted by this Agreement, a Limited Partner shall not be entitled to withdraw
or retire from the Partnership.

         11.6 DEATH, LEGAL  INCOMPETENCY OR DISSOLUTION OF LIMITED PARTNER.  The
death,  dissolution,  bankruptcy,  incompetency  or other legal  disability of a
Limited Partner shall not dissolve or terminate the Partnership. Upon the death,
dissolution,  bankruptcy,  incompetency  or other legal  disability of a Limited
Partner, the successor in interest of such Partner shall have all the rights and
be liable  for all the  liabilities  of the  Partner in the  Partnership  to the
extent of such Partner's  interest,  subject to the terms and conditions of this
Agreement, and, with the prior written consent of the General Partner, which may
be withheld at its sole discretion, may be substituted for such Partner.

         11.7 OTHER  RESTRICTIONS.  In  addition  to any other  restrictions  on
transfer  contained in this Agreement,  in no event may a transfer or assignment
of a  partnership  interest  by any  Partner be made  without the consent of the
General Partner in its sole and absolute discretion:

                  11.7.1 to any  person or entity  that  lacks the legal  right,
power or capacity to own a partnership interest;

                  11.7.2 in violation of applicable law;

                  11.7.3  in the  event  such  transfer  adversely  affects  the
Company's  ability  to  qualify as a REIT or could  subject  the  Company to any
additional taxes under Section 857 or Section 4981 of the I.R.C.; 11.7.4 if such
transfer  would cause the  Partnership  to become,  with respect to any employee
benefit plan subject to Title I of the Employee  Retirement  Income Security Act
of 1974 as amended ("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
I.R.C.);

                  11.7.5 if such transfer  would 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;

                  11.7.6 if such transfer subjects the Partnership to regulation
under the Investment  Partnership  Act of 1940,  the Investment  Advisors Act of
1940 or ERISA, each as amended;

                  11.7.7 if the  General  Partner  believes a  material  adverse
effect  would  result  from  such  a  transfer  because  it  would  result  in a
termination of the  Partnership  for federal or state income tax purposes or the
Partnership  being  treated for federal  income tax  purposes as an  association
taxable as a corporation; or

                  11.7.8 if such transfer would require filing of a registration
statement  under the  Securities Act or would  otherwise  violate any federal or
state  securities  laws or  regulations  applicable  to the  Partnership  or the
partnership interests.


12.      EXCHANGEABLE PREFERRED UNITS

         12.1 RIGHT TO EXCHANGE - SERIES N.

                  12.1.1 At any time on or after the tenth (10th) anniversary of
the date of  issuance  of  Series N  Preferred  Units,  each  holder of Series N
Preferred  Units shall have the option to exchange  all,  but not part,  of such
holder's  Series N Preferred  Units,  and the  Company  shall have the option to
cause each holder to so exchange  the  holder's  Series N Preferred  Units,  for
depositary shares  representing  interests in authorized but previously unissued
shares of 9.5% Cumulative Preferred Stock, Series N, of the Company (the "SERIES
N PREFERRED STOCK") at an exchange rate of one depositary share representing one
thousandth  (1/1000) of a share of Series N Preferred Stock for one (1) Series N
Preferred Unit, subject to adjustment as described below (the "EXCHANGE Ratio").

                  12.1.2 At any time prior to the tenth  (10th)  anniversary  of
the date of  issuance  of Series N  Preferred  Units  and after the third  (3rd)
anniversary  thereof, at the option of a majority of the holders thereof (acting
as a whole),  the Series N Preferred  Units shall be  exchangeable in whole (but
not in part) for depositary shares representing  interests in Series N Preferred
Stock based on the Exchange  Ratio,  if the holders of Series N Preferred  Units
shall deliver to the Company  either (i) a private  letter  ruling  addressed to

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<PAGE>

such  holder of Series N  Preferred  Units or its  counsel or (ii) an opinion of
independent counsel reasonably  acceptable to the Company based on the enactment
of temporary or final  Regulations or the  publication of a Revenue  Ruling,  in
either case to the effect  that an  exchange of the Series N Preferred  Units at
such earlier time would not cause the Series N Preferred  Units to be considered
"stock and  securities"  within the meaning of Section 351(e) of the I.R.C.  for
purposes of determining  whether the holder of such Series N Preferred  Units is
an "investment  company"  under section  721(b) of the I.R.C.  if an exchange is
permitted at such earlier date.

                  12.1.3 In  addition,  at any time  prior to the  tenth  (10th)
anniversary of the date of issuance of Series N Preferred Units,  each holder of
Series N Preferred Units shall have the option to exchange all, but not part, of
such  holder's  Series N  Preferred  Units for  depositary  shares  representing
interests in Series N Preferred Stock based on the Exchange Ratio, if:

                  (a) upon  receipt by a holder or holders of Series N Preferred
         Units of (1) notice from the General  Partner that the General  Partner
         or a Subsidiary of the General  Partner has taken the position that the
         Partnership  is,  or upon  the  occurrence  of a  defined  event in the
         immediate  future  will be,  a PTP and (2) an  opinion  rendered  by an
         outside nationally  recognized  independent  counsel familiar with such
         matters  addressed to a holder or holders of Series N Preferred  Units,
         that the  Partnership  is or  likely  is, or upon the  occurrence  of a
         defined event in the immediate future will be or likely will be, a PTP;

                  (b) if the holder is a real estate investment trust within the
         meaning of Sections  856  through 859 of the I.R.C.  (a "REIT") and (i)
         the  Partnership  reasonably  determines  that for a taxable year after
         1999  such a  holder  would  fail  to  satisfy  the  income  and  asset
         requirements  of  Section  856 of the  I.R.C.  if that  REIT were to be
         evaluated  as if all of its  income and assets  were  derived  from its
         Series N Preferred  Units and assuming  that the REIT does not actually
         or constructively own a 10% or greater interest in vote or value of the
         Company  or (ii) any such  holder of  Series N  Preferred  Units  shall
         deliver  to the  Partnership  and the  General  Partner  an  opinion of
         independent counsel reasonably acceptable to the General Partner to the
         effect that,  based on the assets and income of the  Partnership  for a
         taxable year after 1999, such a holder would fail to satisfy the income
         and asset  requirements  of Section 856 of the I.R.C. if that REIT were
         to be  evaluated  as if all of its income and assets were  derived from
         its  Series N  Preferred  Units  and  assuming  that the REIT  does not
         actually  or  constructively  own a 10% or greater  interest in vote or
         value of the Company and that such  failure  would  create a meaningful
         risk  that a holder  of the  Series N  Preferred  Units  would  fail to
         maintain qualification as a REIT; or

                  (c) after December 31, 2005, if (A) the  Partnership  has been
         notified that the holder of Series N Preferred  Units is, or reasonably
         anticipates  that it may become,  a PTP,  and (B) for any taxable  year
         during which any Series N Preferred Units are so held, less than ninety
         percent (90%) of the gross income of the  Partnership  for such taxable
         year  constitutes  "qualifying  income"  within the  meaning of Section
         7704(d) of the I.R.C.

provided,  however,  that if an exchange  pursuant to this Section  12.1.3 would
result  in more  than  one  half of the  number  of  Series  N  Preferred  Units
originally  outstanding  having been exchanged (whether pursuant to this Section
12.1.3 or otherwise),  the Company shall have the option to cause all holders to
exchange their Series N Preferred Units.

                  12.1.4  Further,  at  any  time  prior  to  the  tenth  (10th)
anniversary of the date of issuance of Series N Preferred  Units,  at the option
of a majority of the holders thereof (acting as a whole), the Series N Preferred
Units shall be  exchangeable  in whole (but not in part) for  depositary  shares
representing  interests in Series N Preferred  Stock based on the Exchange Ratio
if:

                  (a) at any time full distributions  shall not have been timely
         made on any  Series N  Preferred  Unit  with  respect  to six (6) prior
         quarterly distribution periods,  whether or not consecutive,  provided,
         however,  that a  distribution  in respect of Series N Preferred  Units
         shall be  considered  timely made if made within two (2) Business  Days
         after the applicable Preferred Unit Distribution Payment Date if at the
         time of such  late  payment  there  shall  not be any  prior  quarterly
         distribution  periods in respect of which full  distributions  were not
         timely made;

                  (b) the "Net  Asset  Value" (as  defined  in the  Contribution
         Agreement) of the  Partnership at the end of any fiscal quarter is less
         than $400,000,000;

                  (c) if at any time after the fifth  (5th)  anniversary  of the
         date of issuance, the Company fails to maintain a Fixed Charge Coverage
         Ratio (as  defined in the  Contribution  Agreement)  of 1.25 to 1.00 or

                                       16

<PAGE>

         greater in each period of four fiscal  quarters  ending on the last day
         of each fiscal  quarter  commencing  with the quarter  ending March 31,
         2000;

                  (d) if at any time after the fifth  (5th)  anniversary  of the
         date of  issuance,  the  Company  fails to  maintain  a Debt  Ratio (as
         defined  in the  Contribution  Agreement)  of 50% or less at the end of
         each fiscal quarter  commencing with the quarter ending March 31, 2000;
         or

                  (e) the Company shall engage in any transaction,  or series of
         transactions,  that causes the Company's  common stock, par value $.10,
         either  (A) to be  held  of  record  by  fewer  than  300  persons  (as
         determined in accordance  with Rule 12g5-1 of the  Securities  Exchange
         Act of 1934,  as  amended)  or  (B)(1)  to no  longer  be listed on any
         national securities exchange or (2) not to be quoted on an inter-dealer
         quotation system of any registered national securities association;

provided,  however,  that with respect to any exchange right arising pursuant to
clauses (b),  (c) or (d) of this  Section  12.1.4,  if the  exchanging  holder's
Capital  Account is less than $25.00 per Series N Preferred  Unit,  the Exchange
Ratio shall be reduced to reflect the ratio of the per unit  Capital  Account to
$25.00  (I.E.,  if such an  exchanging  holder's per unit  capital  account were
$24.00,  each  Series N  Preferred  Unit  would be  exchangeable  for 24/25 of a
depositary  share  representing  one thousandth  (1/1000) of a share of Series N
Preferred Stock).

                  12.1.5  Notwithstanding  anything to the contrary set forth in
Section  12.1,  if an Exchange  Notice (as defined in this  Agreement)  has been
delivered to the Company, then the Company may, at its option, elect to purchase
or cause the Partnership to redeem all or a portion of the outstanding  Series N
Preferred Units for cash in an amount equal to the Liquidation Preference of the
Series N Preferred  Unit to be redeemed.  The Company may exercise its option to
redeem the Series N Preferred  Units for cash pursuant to this Section 12.1.5 by
giving each holder of record of Series N Preferred  Units notice of its election
to redeem for cash, in a fashion  consistent  with the procedures for redemption
in Section 6.6.3.

                  12.1.6 In the event an  exchange of all or a portion of Series
N  Preferred  Units  pursuant  to Section 12 would  violate  the  provisions  on
ownership  limitation  of the  Company  set  forth in  Article  XI,  Section  7,
subsection (l) of the Company's Bylaws (the "OWNERSHIP LIMITATION"), the Company
shall give written notice thereof to each holder of record of Series N Preferred
Units,  within five (5) Business Days following  receipt of the Exchange Notice,
by (m) fax, and (n) certified mail, postage prepaid, at the address of each such
holder set forth in the records of the Partnership.  In such event,  each holder
of Series N  Preferred  Units shall be  entitled  to  exchange,  pursuant to the
provision  of Section 12 a number of Series N Preferred  Units that would comply
with the Ownership  Limitation and any Series N Preferred Units not so exchanged
(the "EXCESS  UNITS") shall be redeemed by the Partnership for cash in an amount
equal to the  Liquidation  Preference per Excess Unit to the date of redemption.
As a condition  to such  exchange,  each holder of such Excess  Units  agrees to
provide  representations  and  covenants  reasonably  requested  by the  Company
relating  to (1) the  widely  held  nature  of the  interests  in  such  holder,
sufficient  to assure the Company  that the  holder's  ownership of stock of the
Company  (without  regard  to the  limits  described  above)  will not cause any
individual to own in excess of the Ownership Limitation, taking into account any
waiver in the  Certificate of  Determination;  and (2) to the extent such holder
can so represent and covenant without obtaining information from its owners, the
holder's  ownership  of tenants of the Company and its  affiliates.  The General
Partner shall proceed in a fashion consistent with the procedures for redemption
in Section 6.6.3.

         12.2 RIGHT TO  EXCHANGE - SERIES O. The Series O  Preferred  Units also
shall be  exchangeable  as are the Series N Preferred  Units:  the provisions of
Section 12.1 shall be read as if restated in this Section  12.2,  but as if each
reference  in those  provisions  to "Series N Preferred  Units"  instead  were a
reference to "Series O Preferred  Units," and by treating each  reference to the
"Series N Preferred  Stock" as a reference  to the 9.125%  Cumulative  Preferred
Stock, Series O, of the Company.

         12.3 PROCEDURE FOR EXCHANGE.

                  12.3.1 Any exchange shall be exercised pursuant to a notice of
exchange  (the  "EXCHANGE  NOTICE")  delivered  to the  Company  by the  holders
exercising such exchange  right,  by (A) fax and (B) by certified mail,  postage
prepaid.  The exchange of Exchangeable  Preferred Units, or a specified  portion
thereof, may be effected after the fifth (5th) Business Day following receipt by
the  Company  of  the  Exchange  Notice  by  delivering  certificates,  if  any,
representing such Exchangeable Preferred Units to be exchanged together with, if
applicable,  written  notice  of  exchange  and  a  proper  assignment  of  such
Exchangeable Preferred Units to the office of the Company. Each exchange will be
deemed to have been effected  immediately  prior to the close of business on the

                                       17

<PAGE>

date on which such Exchangeable  Preferred Units to be exchanged  (together with
all required  documentation)  shall have been  surrendered and notice shall have
been received by the Company as aforesaid and shares based on the Exchange Ratio
shall have been paid. Any depositary shares representing  interests in shares of
Corresponding  Preferred  Stock  issued  pursuant  to this  Section  12 shall be
delivered as shares which are duly  authorized,  validly issued,  fully paid and
nonassessable, free of pledge, lien, encumbrance or restriction other than those
provided in the Company's  Restated Articles of  Incorporation,  certificates of
determination,  Bylaws, the Securities Act and relevant state securities or blue
sky laws.

                  12.3.2 In the event of an exchange of  Exchangeable  Preferred
Units for depositary  shares  representing  interests in shares of Corresponding
Preferred  Stock,  an amount  equal to the  accrued  and  unpaid  distributions,
whether or not declared,  to the date of exchange on any Exchangeable  Preferred
Units  tendered  for  exchange  shall  (A)  accrue  on  the  depositary   shares
representing interests in shares of the Corresponding Preferred Stock into which
such Exchangeable  Preferred Units are exchanged,  and (B) continue to accrue on
such Exchangeable Preferred Units, which shall remain outstanding following such
exchange,  with the Company as the holder of such Exchangeable  Preferred Units.
Notwithstanding  anything to the  contrary  set forth in this  Agreement,  in no
event shall a holder of a Exchangeable Preferred Unit that was validly exchanged
into  depositary  shares  representing  interests  in  shares  of  Corresponding
Preferred  Stock  pursuant to this  section  (other than the Company now holding
such Exchangeable  Preferred Unit), receive a cash distribution out of Available
Cash of the Partnership,  if such holder, after exchange, is entitled to receive
a  distribution  out of  Available  Cash with respect to the  depositary  shares
representing interests in shares of Corresponding Preferred Stock for which such
Exchangeable Preferred Unit was exchanged or redeemed.

                  12.3.3 Fractional depositary shares representing  interests in
shares of Corresponding  Preferred Stock are not to be issued upon exchange but,
in lieu  thereof,  the Company  will pay a cash  adjustment  based upon the fair
market  value of  depositary  shares  representing  interests  in the  shares of
Corresponding  Preferred  Stock  on the  day  prior  to  the  exchange  date  as
determined in good faith by the Board of Directors of the Company.

         12.4 ADJUSTMENT OF EXCHANGE RATIO.

                  12.4.1  The  Exchange  Ratio is  subject  to  adjustment  upon
certain events,  including, (A) subdivisions,  combinations and reclassification
of the  Corresponding  Preferred Stock, and (B)  distributions to all holders of
Corresponding  Preferred  Stock of  evidence of  indebtedness  of the Company or
assets (including securities,  but excluding dividends and distributions paid in
cash out of equity applicable to Corresponding Preferred Stock).

                  12.4.2 In case the Company shall be a party to any transaction
(including,  without  limitation,  a  merger,  consolidation,   statutory  share
exchange,  tender offer for all or  substantially  all of the Company's  capital
stock or sale of all or substantially all of the Company's assets), in each case
as a result of which the  Corresponding  Preferred  Stock will be converted into
the right to receive shares of capital stock, other securities or other property
(including cash or any combination  thereof),  each Exchangeable  Preferred Unit
will  thereafter be  exchangeable  into the kind and amount of shares of capital
stock  and other  securities  and  property  receivable  (including  cash or any
combination  thereof) upon the  consummation of such  transaction by a holder of
that  number  of  depositary   shares   representing   interests  in  shares  of
Corresponding  Preferred Stock or fraction  thereof into which one  Exchangeable
Preferred  Unit was  exchangeable  immediately  prior to such  transaction.  The
Company may not become a party to any such transaction  unless the terms thereof
are consistent with the foregoing.

         12.5 NO CONVERSION  RIGHTS.  The holders of the Exchangeable  Preferred
Units  shall not have any rights to convert  such units into shares of any other
class or series of stock or into any other  securities  of, or interest  in, the
Partnership.


13.      LOANS TO PARTNERSHIP

         13.1 AUTHORITY TO BORROW.  The Partnership may from time to time borrow
such amounts from such persons  (including  the  Partners) on such  security and
payable on such  terms as the  General  Partner  may  determine,  subject to the
conditions in Section 13.2.

         13.2 LOANS FROM PARTNERS. If a Partner shall, with the prior consent of
the General Partner,  make any loan or loans to the Partnership or advance money
on its behalf,  the amount of any such loan or advance  shall not be an increase
in the capital  account (as  defined in Section  4.6) of the lending  Partner or
assignee or entitle such lending Partner or assignee to an increase in its share
of the distributions of the Partnership,  or subject such Partner or assignee to

                                       18

<PAGE>

any greater  proportion  of the losses which the  Partnership  may sustain.  The
amount of any such loan or advance shall be a debt due from the  Partnership  to
such lending  Partner or assignee,  repayable upon such terms and conditions and
bearing  interest at such rates as shall be mutually  agreed upon by the lending
Partner or assignee and the General Partner.  Notwithstanding the foregoing,  no
Partner  shall be  under  any  obligation  whatsoever  to make any such  loan or
advance to the Partnership.

         13.3 REPAYMENT OF LOANS ON  TERMINATION.  If a General  Partner (or any
affiliate  of a General  Partner) has made a loan to the  Partnership,  and that
General  Partner is  terminated  as a general  partner by action of the  Limited
Partners,  upon the effective date of such  termination,  the Partnership  shall
repay to the lending  General  Partner (or the affiliate) the total  outstanding
amount owing with respect to any such unsecured loans.


14.      CERTIFICATES AND OTHER DOCUMENTS

         14.1 MAKING,  FILING, ETC. OF CERTIFICATES,  DOCUMENTS AND INSTRUMENTS.
The General  Partner  shall make,  file or record  with the  appropriate  public
authority and, if required,  publish, the Agreement,  any amendments thereof and
such  other  certificates,  instruments  and  documents  as may be  required  or
appropriate in connection with the business and affairs of the Partnership.

         14.2  REQUIRED  SIGNATURES.  Any  writing  to amend this  Agreement  to
reflect the removal, retirement, bankruptcy or dissolution (or death or insanity
in the case of an individual  General Partner) of a General Partner in the event
the  business  of the  Partnership  is  continued  pursuant to the terms of this
Agreement  need be signed only by a remaining  General  Partner or a new General
Partner and the Limited Partners. For purposes of filing amendments, dissolution
and cancellation  certificates with the California Secretary of State pertaining
to the Partnership's  Certificate of Limited Partnership  referred to in Section
2, the signature and acknowledgment of only one General Partner is required.


15.      DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

         15.1 DISSOLUTION.  Except as otherwise  provided in this Agreement,  no
Partner shall have the right to cause dissolution of the Partnership  before the
expiration  of the  term  for  which  it is  formed.  The  Partnership  shall be
dissolved and terminated upon the happening of the following events:

                  15.1.1  The  expiration  of the  term  of the  Partnership  as
specified in Section 2.3.

                  15.1.2 The  decision by the  General  Partner and by a Limited
Partner Vote to dissolve and terminate the Partnership.

                  15.1.3 An act as  specified  in Section  15642 of the Act with
respect to a General Partner; provided, however, that no dissolution shall occur
under this  subsection  if, within 90 days from the date of such event,  (i) the
remaining  General  Partner,  if any,  elects to  continue  the  business of the
Partnership  or (ii) if there  is no  remaining  General  Partner,  the  Limited
Partners elect to continue the  Partnership  and at least one successor  General
Partner is elected by the Limited Partners as provided in Section 15.2.

                  15.1.4 The removal of a General Partner, unless (i) there is a
remaining  General  Partner  which  elects  to  continue  the  business  of  the
Partnership or (ii) prior to the effective  date of removal a successor  General
Partner is elected by the Limited  Partners as provided in Section  15.2,  which
successor elects to continue the business of the Partnership.

                  15.1.5  The sale of all of the  Partnership's  assets  and the
conversion  into cash of any  proceeds of a sale  originally  received in a form
other than cash.

                  15.1.6 The Partnership shall not be dissolved or terminated by
the admission of any new limited  partner or by  withdrawal,  expulsion,  death,
insolvency, bankruptcy or other disability of a limited partner.

                  Upon dissolution, the Partnership shall cause to be filed with
the California Secretary of State a Certificate of Dissolution. The signature of
any one General Partner shall be sufficient for the certificate.

         15.2.  LIMITED  PARTNERS' RIGHT TO CONTINUE.  Notwithstanding  anything
contained in Section  15.1,  if upon the  occurrence of an event as specified in

                                       19

<PAGE>

Section 15.1.3 or 15.1.4 there is no remaining General Partner, a meeting of the
Partners  shall be held at the  principal  place of business of the  Partnership
within  forty-five  (45) days  after the  happening  of such  event to  consider
whether to continue  the  Partnership  on the same terms and  conditions  as are
contained in this Agreement (except that the General Partner or General Partners
may be different)  and to select a General  Partner or General  Partners for the
Partnership, or whether to wind up the affairs of the Partnership, liquidate its
assets and distribute the proceeds  therefrom in accordance with Section 16. The
Partnership may be continued by the  affirmative  vote or written consent of all
of the  Partners.  If the  Partnership  is continued  pursuant to the  preceding
sentence,  the Limited  Partner(s)  shall,  by the  affirmative  vote or written
consent of all of the Partners, select a new General Partner or General Partners
for the Partnership.  The new General Partner or General Partners shall execute,
acknowledge  and file or record,  as  appropriate,  an Amendment to  Partnership
Certificate of Limited Partnership.


16.      DISTRIBUTION ON TERMINATION OF PARTNERSHIP

         16.1.   LIQUIDATION   DISTRIBUTION.   Upon  a  dissolution   and  final
termination  of the  Partnership,  the  General  Partner  (or in the  event of a
General Partner's  bankruptcy,  dissolution,  retirement,  withdrawal,  death or
insanity  as  provided  in  Section  15.1 and if there is no  remaining  General
Partner, any other person or entity selected by the Limited Partners) shall take
account of the  Partnership's  assets and  liabilities,  and the assets shall be
liquidated as promptly as is consistent  with obtaining their fair market value,
and any proceeds, together with assets distributed in kind, shall be applied and
distributed in the following order:

                  16.1.1  To  the  payment  of  debts  and  liabilities  of  the
Partnership  to creditors  in the order of priority  provided by law (other than
any loans or  advances  that may have been  made by any of the  Partners  to the
Partnership) and the expenses of liquidation.

                  16.1.2 To the  establishment  of any reserves that the General
Partner deems reasonably necessary for any contingent or unforeseen  liabilities
or obligations of the Partnership or of the General Partner arising out of or in
connection  with the  Partnership.  Such reserves shall be paid to a trust to be
held for the  purpose  of  disbursing  such  reserves  in  payment of any of the
aforementioned  contingencies,  and,  at the  expiration  of such  period as the
General  Partner  shall deem  advisable,  to distribute  the balance  thereafter
remaining in the manner hereinafter provided by this Section 16.1.

                  16.1.3 To the repayment of any loans or advances that may have
been made by any of the Partners to the Partnership, but if the amount available
for such  repayment  shall be  insufficient,  then pro rata on  account  thereof
(provided that secured loans shall first be given priority, to the extent of the
value of the collateral).

                  16.1.4 To pay the amount of each  Partner's  capital  account.
For purposes of Section  16.1.4,  each Partner's  capital account shall first be
adjusted  to  reflect  all  capital  account  adjustments  through  the  date of
liquidation,  including any gain or loss  allocable to the Partners with respect
to any  sale of  Partnership  property  that  occurs  immediately  prior  to the
dissolution  (or any deemed sale as to any property  distributed in kind).  Such
gain or loss shall be allocated in accordance with the provisions of Section 5.

         Distributions  pursuant to this Section 16.1 may be made in cash and/or
kind as the General Partner in its sole  discretion  shall  determine,  provided
that  the  fair  market  value  of any  property  distributed  in kind  shall be
determined  by agreement of the  parties,  or if no agreement is reached,  by an
independent  appraisal.  The  difference  between  the  value  of  the  property
distributed  in kind and its book  value  shall be  treated as a gain or loss on
sale of the  property  and shall be credited  or charged to the  Partners in the
fashion specified in Section 5.

         The voluntary sale, conveyance,  lease, exchange or transfer (for cash,
shares of stock,  securities or other consideration) of all or substantially all
of the  property or assets of the General  Partner to, or the  consolidation  or
merger  or other  business  combination  of the  Partnership  with or into,  any
corporation,  trust, partnership,  limited liability company or other entity (or
of any  corporation,  trust,  partnership,  limited  liability  company or other
entity  with or into the  Partnership)  shall  not be  deemed  to  constitute  a
liquidation, dissolution or winding-up of the Partnership.

         16.2. TIME OF  LIQUIDATION.  A reasonable time shall be allowed for the
orderly  liquidation  of the  assets of the  Partnership  and the  discharge  of
liabilities  to  creditors  so as to enable the General  Partner to minimize the
losses attendant upon a liquidation.

                                       20

<PAGE>

         16.3.  LIQUIDATION  STATEMENT.  Each of the Partners shall be furnished
with a statement prepared or caused to be prepared by the General Partner, which
shall set forth the assets and  liabilities of the Partnership as of the date of
complete liquidation.  Upon compliance by the General Partner with the foregoing
distribution  plan (including  payment over to the trust provided for by Section
16.1 if there are sufficient funds  therefor),  the Limited Partners shall cease
to be such,  and the  General  Partner,  as the sole  remaining  Partner  of the
Partnership,  shall execute,  acknowledge and cause to be filed a Certificate of
Cancellation  of the  Partnership  pursuant  to  Section  15623 of the Act.  The
signature  of any one of the  General  Partners,  if more  than  one,  shall  be
sufficient for such certificate.

         16.4. NO LIABILITY FOR RETURN OF CAPITAL. The General Partner shall not
be  personally  liable  for  the  return  of  all  or any  part  of the  Capital
Contributions of the Limited Partners. Any such return shall be made solely from
Partnership assets.

         16.5. NO RIGHT OF  PARTITION.  The Partners and their  assignees  shall
have no right to  receive  Partnership  property  in kind,  nor  shall  any such
Partners or assignees  have the right to  partition  the  Partnership  property,
whether or not upon dissolution and termination of the Partnership.

17.      GENERAL PROVISIONS

         17.1  NOTICES.  Except as  otherwise  provided in this  Agreement,  any
notice,  payment,  distribution or other communication that shall be required to
be given  to the  Limited  Partners  in  connection  with  the  business  of the
Partnership  shall be duly given if in writing and  delivered  personally to the
person to whom it is authorized to be given at the time of such delivery,  or if
sent by mail or telegraph,  to the last address furnished by the Limited Partner
for such purpose as of the time of such mailing;  and if to the General  Partner
or the  Partnership,  shall be given when  actually  received  at the  principal
office of the  Partnership  or at such other address as the General  Partner may
hereafter specify.

         17.2 SURVIVAL OF RIGHTS. This Agreement shall be binding upon and inure
to the benefit of the  Partners  and their  respective  heirs,  legatees,  legal
representatives, successors and assigns.

         17.3 AMENDMENT.

                  17.3.1 This Agreement may be amended,  modified and changed by
the agreement of the General  Partner and by a Limited  Partner Vote,  except as
specified  in Section  17.3.2 and as  otherwise  limited in this  Agreement.  If
mandated by Section  15622(b) of the Act, the General  Partner shall (and in all
other cases the General  Partner may),  within 30 days of the effective  date of
any  such  amendment,   execute,  acknowledge  and  file  an  amendment  to  the
Partnership's  Certificate  of  Limited  Partnership.  If there is more than one
general  partner,  the signature of any one general  partner shall be sufficient
for the purpose of executing any amendment to the  Partnership's  Certificate of
Limited Partnership.

                  17.3.2 The General  Partner  shall have the authority to amend
this Agreement  without any vote or other action by the Limited  Partners (i) to
reflect  transfers of Partnership  interests  pursuant to Section 11 or to form,
qualify or continue the  partnership as a limited  partnership (or a partnership
in which the limited  partners have limited  liability) in all  jurisdictions in
which the Partnership conducts or plans to conduct business, (ii) to satisfy any
requirements,  conditions,  guidelines  or  options  contained  in any  opinion,
directive,  order,  ruling or regulation of the Internal  Revenue Service or any
other federal or state agency,  or in any federal or state  statute,  compliance
with which its deems to be in the best  interests of the  Partnership,  (iii) to
cure any  ambiguity,  or correct or supplement  any provision  contained in this
Agreement  that may be  incomplete  or  inconsistent  with any other  provisions
contained in this  Agreement,  so long as such amendment under this clause (iii)
does not materially  adversely affect the interest of a Limited Partner (without
the consent of such Limited Partner), and (iv) to change the principal office of
the Partnership, as set forth in Section 3.

         17.4  HEADINGS.  The  captions  of the  articles  and  sections of this
Agreement are for  convenience  only and shall not be deemed part of the text of
this Agreement.

         17.5 AGREEMENT IN COUNTERPARTS.  This Agreement, or any amendment,  may
be executed in multiple counterparts,  each of which shall be deemed an original
Agreement, and all of which shall constitute one agreement.

         17.6  GOVERNING  LAW.  This  Agreement  shall be governed and construed
according to the laws of the State of California.

                                       21

<PAGE>

         17.7 TIME. Time is of the essence in this Agreement.

         17.8  ADDITIONAL  DOCUMENTS.  Each  Partner,  upon the  request  of the
General  Partner,  shall  perform any  further  acts and execute and deliver any
documents  that may be reasonably  necessary to carry out the provisions of this
Agreement.

         17.9  LIMITATION  ON  CREDITORS'  INTERESTS.  No  creditor  who makes a
nonrecourse  loan to the  Partnership  shall have or  acquire at any time,  as a
result of making  such loan,  any direct or indirect  interest  in the  profits,
capital or properties of the Partnership, other than as a secured creditor.

         17.10 NO THIRD-PARTY  RIGHTS CREATED.  The provisions of this Agreement
are solely for the purpose of defining the  interests of the Partners and others
referred to in this Agreement, and no other person, firm or entity (other than a
permitted  successor  to such a person)  shall have any right,  power,  title or
interest by way of subrogation or otherwise, in and to the rights, powers, title
and provisions of this Agreement.

         17.11  VALIDITY.  Should any  portion  of this  Agreement  be  declared
invalid and  unenforceable,  then such  portion  shall be deemed to be severable
from this Agreement and shall not affect the remainder of this Agreement.

         17.12 PRONOUNS. All pronouns and any variations thereof shall be deemed
to refer to the  masculine,  feminine  or neuter,  singular  or  plural,  as the
identity of the person, persons, entity or entities may require.

         17.13 GENERAL PARTNER AS  ATTORNEY-IN-FACT  FOR LIMITED PARTNERS.  Each
Limited  Partner,  by becoming a Limited  Partner,  constitutes and appoints the
General  Partner,  and any additional or successor  general  partners as general
partners (with full power of  substitution),  as the Limited  Partner's true and
lawful  attorney-in-fact  in the Limited  Partner's name, place and stead,  from
time to time:

                  17.13.1.  To  execute,  acknowledge,  file  and/or  record all
agreements  amending this Agreement,  as now and hereafter amended,  that may be
appropriate  to  reflect:  (a) a  change  of the  name  or the  location  of the
principal place of business of the Partnership;  (b) the disposal by any Limited
Partner of an  interest in the  Partnership,  or any Units  constituting  a part
thereof,  in any  manner  permitted  by this  Agreement,  and any  return of the
Capital  Contribution  of a Partner (or any part  thereof)  provided for by this
Agreement;  (c) a person  becoming a Partner of the  Partnership as permitted by
this  Agreement;  or (d) a change  in any  provision  of this  Agreement  or the
exercise  by any  person of any  right or rights  hereunder  not  requiring  the
consent of said Partner.

                  17.13.2.  To execute,  acknowledge,  file  and/or  record such
certificates,  instruments  and  documents  as may be  required  of the  Limited
Partners  by  the  laws  of  any  state  or  other  jurisdiction,  or as  may be
appropriate  for the Partner to  execute,  acknowledge,  file  and/or  record to
reflect:  (a) a  change  of  address  of the  Partners;  (b) any  changes  in or
amendments of this  Agreement,  or pertaining  to the  Partnership,  of any kind
referred to in Section 17.13.1; (c) any other changes in, or amendments of, this
agreement,  but only if and when the consent of any required  percentage  of the
Limited Partners has been obtained.

                  17.13.3. Each of the agreements, certificates, instruments and
documents  referred  to in this  Section  17.13  shall  be in  such  form as the
attorney-in-fact   and  the  legal  counsel  for  the  Partnership   shall  deem
appropriate.  The  powers  conferred  by this  Section  17.13  with  respect  to
agreements,  certificates,  instruments and documents shall be deemed to include
the powers to sign,  execute,  acknowledge,  swear to,  verify,  deliver,  file,
record  and   publish   the  same.   Each   Limited   Partner   authorizes   the
attorney-in-fact  to take  any  further  action  which  the  attorney  considers
necessary or convenient in connection  with any of the foregoing,  hereby giving
the  attorney-in-fact  full power and authority to do and perform each and every
act and thing  whatsoever  requisite,  necessary or convenient to be done in and
about the  foregoing  as fully as the  Partner  might or could do if  personally
present and hereby ratifying and confirming all that the attorney-in-fact  shall
lawfully do or cause to be done by virtue  hereof.  The powers hereby  conferred

                                       22

<PAGE>

shall  continue from the date the Partner  becomes a Partner in the  Partnership
until  the  Partner  shall  cease to be a Partner  and,  being  coupled  with an
interest, shall be irrevocable.

         The undersigned have signed this Agreement of Limited Partnership as of
the date indicated above.

                         "GENERAL PARTNER:"

                         PS TEXAS HOLDINGS, LTD.,
                         a Texas limited partnership

                         By:  PS GPT Properties, Inc., a California corporation,
                              its general partner


                              By: /s/ David Goldberg
                                  ------------------
                                  David Goldberg
                                  Senior Vice President


                              By: /s/ David P. Singelyn
                                  ---------------------
                                  David P. Singelyn
                                  Assistant Secretary

                              "LIMITED PARTNERS:"

                              PS LPT PROPERTIES INVESTORS,
                              a Maryland business trust

                              By: /s/ David Goldberg
                                  ------------------
                                  David Goldberg
                                  Senior Vice President

                              By: /s/ David P. Singelyn
                                  ---------------------
                                  David P. Singelyn
                                  Assistant Secretary

                              BELCREST REALTY CORPORATION,
                              a Delaware corporation


                              By: /s/ William R. Cross
                                  --------------------
                                  William R. Cross
                                  Vice President


                              BELAIR REAL ESTATE CORPORATION,
                              a Delaware corporation


                              By: /s/ William R. Cross
                                  --------------------
                                  William R. Cross
                                  Vice President

                                       23

<PAGE>



                              BELPORT REALTY CORPORATION,
                              a Delaware corporation


                              By: /s/ William R. Cross
                                  --------------------
                                  William R. Cross
                                  Vice President

                              BELMAR REALTY CORPORATION,
                              a Delaware corporation


                              By: /s/ William R. Cross
                                  --------------------
                                  William R. Cross
                                  Vice President


                              MONTEBELLO REALTY CORP.,
                              a Delaware corporation


                              By: /s/ J. Timothy Ford
                                  -------------------
                                  J. Timothy Ford
                                  Vice President


                              [signatures continue]

                                       24

<PAGE>


                              DLJ EMERGING GROWTH PARTNERS, L.P.,
                              a Delaware limited partnership

                              By: WSW Capital, Inc., its general partner

                                  By: /s/ Kent Covington
                                      ------------------
                                      Kent Covington
                                      Vice President


                              EDGEWATER EQUITY PARTNERS, L.P.,
                              a Delaware limited partnership

                              By: WSW Capital, Inc., its general partner

                                  By: /s/ Kent Covington
                                      ------------------
                                      Kent Covington
                                      Vice President


ACKNOWLEDGED AND AGREED, AS
TO THE ISSUANCE OF COMPANY
STOCK PURSUANT TO SECTION 12:

"COMPANY"

PUBLIC STORAGE, INC.,
a California corporation


By: /s/ David Goldberg
    ------------------
    David Goldberg
    Senior Vice President


By: /s/ David P. Singelyn
    ---------------------
    David P. Singelyn
    Assistant Secretary


Exhibits to this  Agreement  will be  furnished to the  Securities  and Exchange
Commission upon request.

                                       25