<PAGE>
                                                               EXECUTION VERSION
                                                                     Exhibit 4.2


                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of March 5, 2003

                                 by and between

                            LNR PROPERTY CORPORATION
                                 as the Company,

                                       and

                          DEUTSCHE BANK SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                            as the Initial Purchasers

         5.5% Contingent Convertible Senior Subordinated Notes Due 2023
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                    <C>
1.    Definitions.........................................................     1

2.    Shelf Registration..................................................     4

3.    Liquidated Damages..................................................     6

4.    Registration Procedures.............................................     7

5.    Registration Expenses...............................................    12

6.    Indemnification.....................................................    13

7.    Rules 144 and 144A..................................................    16

8.    Underwritten Registrations..........................................    17

9.    Miscellaneous.......................................................    17
</TABLE>


                                      -i-
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement") is dated as of
March 5, 2003, by and between LNR Property Corporation, a Delaware corporation
(the "Company"), and Deutsche Bank Securities Inc. and Banc of America
Securities LLC (the "Initial Purchasers").

            This Agreement is entered into in connection with that certain
Purchase Agreement, dated February 28, 2003 (the "Purchase Agreement"), by and
between the Company and the Initial Purchasers, which provides for the sale by
the Company to the Initial Purchasers of $200,000,000 aggregate principal amount
of the Company's 5.5% Contingent Convertible Senior Subordinated Notes Due 2023
(the "Firm Notes"), which are convertible into common stock of the Company, par
value $0.10 per share (the "Underlying Shares"), plus up to an additional
$35,000,000 aggregate principal amount of the same which the Initial Purchasers
may subsequently elect to purchase pursuant to the terms of the Purchase
Agreement (the "Option Notes" and, together with the Firm Notes, the "Notes").
The Notes are being issued pursuant to an Indenture dated as of the date hereof
(the "Indenture"), by and between the Company and U.S. Bank Trust National
Association, as trustee.

            In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and certain
subsequent holder or holders of the Notes or Underlying Shares as provided
herein. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Firm Notes under the Purchase
Agreement.

            The parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:

            "Agreement":  See the first introductory paragraph hereto.

            "Amount of Registrable Securities": (a) With respect to Notes
constituting Registrable Securities, the aggregate principal amount of all such
Notes outstanding, (b) with respect to Underlying Shares constituting
Registrable Securities, the aggregate number of such Underlying Shares
outstanding multiplied by the Conversion Price (as defined in the Indenture
relating to the Notes upon the conversion of which such Underlying Shares were
issued) in effect at the time of computing the Amount of Registrable Securities
or, if no such Notes are then outstanding, the last Conversion Price that was in
effect under such Indenture when any such Notes were last outstanding, and (c)
with respect to combinations thereof, the sum of (a) and (b) for the relevant
Registrable Securities.

            "Business Day":  Any day that is not a Saturday, Sunday or a day
on which banking institutions in New York are authorized or required by law
to be closed.

            "Closing Date":  March 5, 2003.

            "Company":  See the first introductory paragraph hereto.
<PAGE>
            "Damages Payment Date":  See Section 3(c) hereof.

            "Depositary":  The Depository Trust Company until a successor is
appointed by the Company.

            "Designated Counsel": One firm of counsel chosen by the Holders of a
majority in Amount of Registrable Securities to be included in a Registration
Statement for a Shelf Registration and identified to the Company in writing
prior to the filing of such Registration Statement.

            "Effectiveness Date":  The 180th day after the Closing Date.

            "Effectiveness Period":  See Section 2(a) hereof.

            "Exchange Act":  The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

            "Filing Date":  The 90th day after the Closing Date.

            "Holder":  Any holder of Registrable Securities.

            "Indemnified Holder":  See Section 6 hereof.

            "Indemnified Person":  See Section 6 hereof.

            "Indemnifying Person":  See Section 6 hereof.

            "Indenture":  See the second introductory paragraph hereto.

            "Initial Purchasers":  See the first introductory paragraph
hereto.

            "Initial Shelf Registration":  See Section 2(a) hereof.

            "Inspectors":  See Section 4(k) hereof.

            "Liquidated Damages":  See Section 3(a) hereof.

            "Notes":  See the second introductory paragraph hereto.

            "Notice and Questionnaire": means a written notice delivered to the
Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company dated February 28, 2003 relating to the
Notes.

            "Person": An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.


                                      -2-
<PAGE>
            "Prospectus": The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

            "Purchase Agreement":  See the second introductory paragraph
hereto.

            "Records":  See Section 4(k) hereof.

            "Registrable Securities": All Notes and all Underlying Shares upon
original issuance thereof and at all times subsequent thereto until the earliest
to occur of (i) a Registration Statement covering such Notes and Underlying
Shares having been declared effective by the SEC and such Notes and Underlying
Shares having been disposed of in accordance with such effective Registration
Statement, (ii) such Notes and Underlying Shares having been sold in compliance
with Rule 144 or could (except with respect to affiliates of the Company within
the meaning of the Securities Act) be sold in compliance with Rule 144(k), or
(iii) such Notes and any Underlying Shares ceasing to be outstanding.

            "Registration Default":  See Section 3(a) hereof.

            "Registration Statement": Any registration statement of the Company
filed with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all documents incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

            "Rule 144": Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

            "Rule 144A": Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

            "Rule 415": Rule 415 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

            "SEC":  The Securities and Exchange Commission.

            "Securities Act":  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


                                      -3-
<PAGE>
            "Selling Holder": On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

            "Shelf Registration":  See Section 2(b) hereof.

            "Shelf Registration Statement":  See Section 2(b) hereof.

            "Subsequent Shelf Registration":  See Section 2(b) hereof.

            "TIA":  The Trust Indenture Act of 1939, as amended, and the
rules and regulations of the SEC promulgated thereunder.

            "Trustee":  The Trustee under the Indenture.

            "Underlying Shares":  See the second introductory paragraph
hereto.

            "Underwritten Registration" or "Underwritten Offering": A
registration in which securities of the Company are sold to an underwriter
for reoffering to the public.

2. Shelf Registration.

            (a) Shelf Registration. The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Securities (the "Initial Shelf
Registration") on or prior to the Filing Date.

            The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by Holders in the manner or manners designated by them (excluding
Underwritten Offerings). The Company shall not permit any securities other than
the Registrable Securities to be included in the Initial Shelf Registration or
any Subsequent Shelf Registration (as defined below).

            The Company shall use all reasonable efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
after the Closing Date (such period, as it may be shortened pursuant to clauses
(i), (ii) or (iii) immediately following, the "Effectiveness Period"), or such
shorter period ending when (i) all of the Registrable Securities covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration, (ii) the date on which all the
Registrable Securities (x) held by Persons who are not affiliates of the Company
may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to
be outstanding, or (iii) a Subsequent Shelf Registration covering all of the
Registrable Securities has been declared effective under the Securities Act.

            (b) Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below) ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the securities registered thereunder), the
Company shall use all reasonable efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and in any event shall within 45


                                      -4-
<PAGE>
days of such cessation of effectiveness amend the Initial Shelf Registration in
a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement pursuant to Rule
415 covering all of the Registrable Securities (a "Subsequent Shelf
Registration"). If a Subsequent Shelf Registration is filed, the Company shall
use all reasonable efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such Registration Statement continuously effective for a
period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein, the term "Shelf Registration" means the Initial Shelf Registration and
any Subsequent Shelf Registration and the term "Shelf Registration Statement"
means any Registration Statement filed in connection with a Shelf Registration.

            (c) Supplements and Amendments. The Company shall promptly
supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of the majority in Amount of Registrable Securities
covered by such Registration Statement or by any underwriter of such Registrable
Securities.

            (d) Notice and Questionnaire. Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 4 hereof. Each Holder wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire to the Company at least five (5) Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
practicable after the date a Notice and Questionnaire is delivered, and in any
event upon the later of (x) five (5) Business Days after such date or (y) five
(5) Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is delivered or put into effect within five (5)
Business Days of such delivery date:

                  (i) if required by applicable law, file with the SEC a
            post-effective amendment to the Shelf Registration Statement or
            prepare and, if required by applicable law, file a supplement to the
            related Prospectus or a supplement or amendment to any document
            incorporated therein by reference or file any other required
            document so that the Holder delivering such Notice and Questionnaire
            is named as a selling securityholder in the Shelf Registration
            Statement and the related Prospectus in such a manner as to permit
            such Holder to deliver such Prospectus to purchasers of the
            Registrable Securities in accordance with applicable law and, if the
            Company shall file a post-effective amendment to the Shelf
            Registration Statement, use all reasonable efforts to cause such
            post-effective amendment to be declared effective under the
            Securities Act as promptly as is practicable, but in any event by
            the date (the "Amendment Effectiveness Deadline Date") that is
            forty-five (45) days after the date such post-effective amendment is
            required by this clause to be filed;


                                      -5-
<PAGE>
                  (ii) provide such Holder copies of any documents filed
            pursuant to Section 2(d)(i); and

                  (iii) notify such Holder as promptly as practicable after the
            effectiveness under the Securities Act of any post-effective
            amendment filed pursuant to Section 2(d)(i); provided that if such
            Notice and Questionnaire is delivered during a Deferral Period (as
            defined in Section 3(b)), the Company shall so inform the Holder
            delivering such Notice and Questionnaire and shall take the actions
            set forth in clauses (i), (ii) and (iii) above upon expiration of
            the Deferral Period. Notwithstanding anything contained herein to
            the contrary, (i) the Company shall be under no obligation to name
            any Holder that has not delivered a Notice and Questionnaire to the
            Company in accordance with this Section 2(d) and (ii) the Amendment
            Effectiveness Deadline Date shall be extended by up to ten (10)
            Business Days from the expiration of a Deferral Period (and the
            Company shall incur no obligation to pay Liquidated Damages during
            such extension) if such Deferral Period shall be in effect on the
            Amendment Effectiveness Deadline Date.

3. Liquidated Damages.

            (a) The Company and the Initial Purchasers agree that the Holders of
Registrable Securities will suffer damages if the Company fails to fulfill
certain of its obligations under Section 2 hereof or otherwise permits certain
circumstances to exist and that it would not be feasible to ascertain the extent
of such damages with precision. Accordingly, the Company agrees to pay
liquidated damages on the Registrable Securities ("Liquidated Damages") under
the circumstances and to the extent set forth below (each of which shall be
given independent effect; each a "Registration Default"):

                  (i) if the Initial Shelf Registration is not filed on or prior
            to the Filing Date, then commencing on the day after the Filing
            Date, Liquidated Damages shall accrue on the Registrable Securities
            at a rate of 0.50% per annum on the Amount of Registrable
            Securities;

                  (ii) if the Initial Shelf Registration or Subsequent Shelf
            Registration is not declared effective by the SEC on or prior to the
            Effectiveness Date, then commencing on the day after the
            Effectiveness Date, Liquidated Damages shall accrue on the
            Registrable Securities at a rate of 0.50% per annum on the Amount of
            Registrable Securities; and

                  (iii) if a Shelf Registration has been declared effective and
            such Shelf Registration ceases to be effective at any time during
            the Effectiveness Period (other than as permitted under Section
            3(b)), then commencing on the day after the date such Shelf
            Registration ceases to be effective Liquidated Damages shall accrue
            on the Registrable Securities at a rate of 0.50% per annum on the
            Amount of Registrable Securities;


                                      -6-
<PAGE>
provided, however, that Liquidated Damages on the Registrable Securities may not
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time; and provided further, however, that (1) upon the filing of the Initial
Shelf Registration as required hereunder (in the case of clause (a)(i) of this
Section 3), (2) upon the effectiveness of the Initial Shelf Registration or
Subsequent Shelf Registration as required hereunder (in the case of clause
(a)(ii) of this Section 3), or (3) upon the effectiveness of a Shelf
Registration which had ceased to remain effective (in the case of (a)(iii) of
this Section 3), Liquidated Damages on the Registrable Securities as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accrue. It is understood and agreed that, notwithstanding any provision to
the contrary, no Liquidated Damages shall accrue on any Registrable Securities
that are then covered by an effective Shelf Registration Statement.

            (b) Notwithstanding paragraph (a) of this Section 3, the Company
shall be permitted to suspend the effectiveness of a Registration Statement
covering the Registrable Securities for any bona fide reason whatsoever for up
to 45 consecutive days (the "Deferral Period") in any 90 day period without
paying Liquidated Damages; provided, however, that in the event the disclosure
relates to a previously undisclosed proposed or pending material business
transaction, the disclosure of which the Company determines in good faith would
be reasonably likely to impede the Company's ability to consummate such
transaction, the Company may extend a Deferral Period from 45 days to 60 days
without paying Liquidated Damages; provided further, however, that Deferral
Periods may not total more than 90 days in any twelve-month period. The Company
shall not be required to specify in the written notice to the Holders the nature
of the event giving rise to the Deferral Period.

            (c) So long as Notes remain outstanding, the Company shall notify
the Trustee within five Business Days after each and every date on which an
event occurs in respect of which Liquidated Damages are required to be paid. Any
amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii) or (a)(iii)
of this Section 3 will be payable in cash semi-annually on each March 1 and
September 1 (each, a "Damages Payment Date"), commencing with the first such
date occurring after any such Liquidated Damages commences to accrue, to Holders
to whom regular interest is payable on such Damages Payment Date, with respect
to Notes that are Registrable Securities, and to Persons that are registered
Holders on the February 15 or August 15 immediately prior to a Damages Payment
Date with respect to Underlying Shares that are Registrable Securities. The
amount of Liquidated Damages for Registrable Securities will be determined by
multiplying the applicable rate of Liquidated Damages by the Amount of
Registrable Securities outstanding on the Damages Payment Date following such
Registration Default in the case of the first such payment of Liquidated Damages
with respect to a Registration Default (and thereafter at the next succeeding
Damages Payment Date until the cure of such Registration Default), multiplied by
a fraction, the numerator of which is the number of days such Liquidated Damages
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4. Registration Procedures.

            In connection with the filing of any Registration Statement pursuant
to Section 2 hereof, the Company shall effect such registrations to permit the
sale of the securities covered


                                      -7-
<PAGE>
thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by the Company hereunder the Company shall:

            (a) Prepare and file with the SEC, on or prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use all reasonable efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided, however,
that before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford the Holders of the
Registrable Securities covered by such Registration Statement a reasonable
opportunity to review copies of all such documents proposed to be filed (in each
case, where possible, at least three Business Days prior to such filing, or such
later date as is reasonable under the circumstances). The Company shall not file
any Registration Statement or Prospectus or any amendments or supplements
thereto if the Holders of a majority in Amount of Registrable Securities covered
by such Registration Statement or the managing underwriter or underwriters, if
any, shall reasonably object in writing within such period.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any Prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all Registrable Securities
covered by such Registration Statement as so amended or in such Prospectus as so
supplemented.

            (c) Notify the Selling Holders, Designated Counsel, if any, promptly
(but in any event within two Business Days), (i) when a Prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole expense
of the Company, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) of the happening of any event, the existence of any condition or any
information becoming known that makes any statement made in such Registration
Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not


                                      -8-
<PAGE>
misleading and (iv) of the Company's determination that a post-effective
amendment to a Registration Statement would be appropriate.

            (d) Use all reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus and, if any such order is
issued, to use all reasonable efforts to obtain the withdrawal of any such order
at the earliest possible moment, and provide immediate notice to the Selling
Holders of the withdrawal of any such order.

            (e) Furnish to each Selling Holder and Designated Counsel, if any,
at the sole expense of the Company, one conformed copy of the Registration
Statement or Registration Statements and each post-effective amendment thereto,
including financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

            (f) Deliver to each Selling Holder and Designated Counsel, if any,
at the sole expense of the Company, as many copies of the Prospectus (including
each form of preliminary prospectus) and each amendment or supplement thereto
and any documents incorporated by reference therein as such Persons may
reasonably request; and, subject to the second paragraph of Section 4(o) hereof,
the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the Selling Holders of Registrable Securities and
dealers (if any), in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.

            (g) The Company agrees to cause the Company's counsel to perform
Blue Sky investigations and file registrations and qualifications required to be
filed in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities or offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Selling Holder reasonably request, keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable under Blue Sky
laws to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement; provided, however,
that the Company shall not be required to (A) qualify generally to do business
in any jurisdiction where it is not then so qualified, (B) take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or (C) subject itself to taxation in any such
jurisdiction where it is not then so subject.

            (h) Cooperate with the Selling Holders and their respective counsel
to facilitate the timely preparation and delivery of certificates representing
shares of Registrable Securities to be sold, which certificates shall not bear
any restrictive legends and shall be in a form eligible for deposit with The
Depository Trust Company; and enable such shares of Registrable Securities to be
in such denominations and registered in such names as the managing underwriter
or underwriters, if any, or Holders may reasonably request.

            (i) Upon the occurrence of any event contemplated by Section
4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and
(subject to Section 4(a) hereof)


                                      -9-
<PAGE>
file with the SEC, at the sole expense of the Company, a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
any such Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

            (j) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.

            (k) Make available at reasonable times for inspection by one or more
representatives of the Selling Holders, designated in writing by Holders of a
majority in Amount of Registrable Securities to be included in such Registration
Statement of such Registrable Securities being sold, and any attorney or
accountant retained by any such Selling Holder or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours at such time or times as shall be mutually convenient for the Company and
the Inspectors as a group, all financial and other records, pertinent corporate
documents and instruments of the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and
employees of the Company and its subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement; provided, however, that the Company shall have no obligation to
deliver any Records pursuant to this section unless the recipients of such
Records shall have executed and delivered confidentiality agreements in a form
reasonably acceptable to the Company relating to the Records. Records that the
Company determines, in good faith, to be confidential and any Records that it
notifies the Inspectors are confidential shall not be disclosed by any Inspector
unless (i) the disclosure of such Records is necessary to avoid or correct a
material misstatement or material omission in such Registration Statement, (ii)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (iii) disclosure of such information is,
in the opinion of counsel for any Inspector, necessary or advisable in
connection with any action, claim, suit or proceeding, directly involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or any transactions contemplated hereby or
arising hereunder or (iv) the information in such Records has been made
generally available to the public other than through the acts of such Inspector;
provided, however, that prior notice shall be provided as soon as practicable to
the Company of the potential disclosure of any information by such Inspector
pursuant to clauses (ii) or (iii) of this sentence to permit the Company to
obtain a protective order (or waive the provisions of this paragraph (n)). Each
Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such actions
are otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector, unless and until such
information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.


                                      -10-
<PAGE>
            (l) Provide (i) the Holders of the Registrable Securities to be
included in such Registration Statement and Designated Counsel, if any, (ii) the
underwriters (which term, for purposes of this Registration Rights Agreement,
shall include a Person deemed to be an underwriter within the meaning of Section
2(11) of the Securities Act), if any, thereof, (iii) the sales or placement
agent, if any, thereof, and (iv) one counsel for such underwriters or agents,
reasonable opportunity to participate in the preparation of such Registration
Statement, each prospectus included therein or filed with the SEC, and each
amendment or supplement thereto.

            (m) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.

            (n) Cause the Indenture to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee
and the Holders of the Registrable Securities and their respective counsel to
effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the TIA; and execute, and use all
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely
manner.

            (o) Use all reasonable efforts to take all other steps necessary or
advisable to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby.

            Each Holder agrees, by acquisition of the Registrable Securities,
that no Holder shall be entitled to sell any of such Registrable Securities
pursuant to a Registration Statement or to receive a Prospectus relating
thereto, unless such Holder has furnished the Company with a Notice and
Questionnaire as required pursuant to Section 2(d) hereof (including the
information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Selling Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Selling Holder
not misleading and any other information regarding such Selling Holder and the
distribution of such Registrable Securities as the Company may from time to time
reasonably request. Any sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to


                                      -11-
<PAGE>
or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.

            The Company may require each Selling Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company such additional information regarding such Holder and the distribution
of such Registrable Securities as the Company may, from time to time, reasonably
request to the extent necessary or advisable to comply with the Securities Act.
The Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request. Each Selling Holder as to
which any Shelf Registration is being effected agrees to furnish promptly to the
Company all information required to be disclosed so that the information
previously furnished to the Company by such Holder is not materially misleading
and does not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.

            Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the Company suspending the effectiveness of the Registration Statement
pursuant to Section 3(b) hereof, or upon the happening of any event of the kind
described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(j) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. Each Holder agrees to keep any such notice in confidence.

5. Registration Expenses.

            (a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company,
including, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of compliance with state securities or
Blue Sky laws, including, without limitation, reasonable fees and disbursements
of counsel in connection with Blue Sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as provided in Section 4(g)
hereof), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company and of printing prospectuses if the printing
of prospectuses is requested by the Holders of the majority in Amount of
Registrable securities included in any Registration Statement, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company desires such
insurance, (vi) fees and expenses of all other Persons retained by the Company,
(vii) internal expenses of the Company (including, without limitation, all
salaries and expenses of officers and employees of the Company performing legal
or accounting duties), (viii) the expense of any annual audit, (ix) the fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (x) the expenses
relating to printing, word processing and distributing all Registration
Statements and


                                      -12-
<PAGE>
any other documents necessary in order to comply with this Agreement.
Notwithstanding anything in this Agreement to the contrary, each Holder shall
pay all underwriting discounts and brokerage commissions with respect to any
Registrable Securities sold by it and, except as set forth in Section 5(b) below
the Company shall not be responsible for the fees and expenses of any counsel,
accountant or advisor for the Holders.

            (b) The Company shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements, not to exceed $20,000, of Designated Counsel.

6. Indemnification.

            The Company agrees to indemnify and hold harmless (i) each Holder
(which, for the absence of doubt, for purposes of this Section 6 shall include
the Initial Purchasers), (ii) each Person, if any, who controls (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) any Holder (any of the Persons referred to in this clause (ii) being
hereinafter referred to as a "Controlling Person"), (iii) the respective
officers, directors, partners, employees, representatives and agents of any
Holder (including any predecessor holder)or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"Indemnified Holder"), against any losses, claims, damages or liabilities to
which such Indemnified Holder may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (A) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus or (B) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in the light of the circumstances in
which they were made; provided, however, that the Company will not be liable
under this paragraph, (x) to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission made in any such Registration
Statement or Prospectus, or any amendment or supplement thereto or any related
preliminary prospectus in reliance upon and in conformity with written
information relating to any Holder furnished to the Company by or on behalf of
such Holder specifically for use in therein or (y) with respect to any untrue
statement or alleged untrue statement, or omission or alleged omission made in
any preliminary prospectus if the person asserting any such loss, claim, damage
or liability who purchased Registrable Securities which are the subject thereof
did not receive a copy of the Prospectus (or of the preliminary prospectus as
then amended or supplemented if the Company shall have furnished such
Indemnified Holder with such amendment or supplement thereto on a timely basis)
at or prior to the written confirmation of the sale of such Registrable
Securities to such person and, in any case where such delivery is required by
applicable law and the untrue statement or alleged untrue statement or omission
or alleged omission of a material fact made in such preliminary prospectus was
corrected in the Prospectus (or the preliminary prospectus as then amended or
supplemented if the Company shall have furnished such Indemnified Holder with
such amendment or supplement thereto on a timely basis). The Company shall
notify such Indemnified Holder promptly of the institution, threat or assertion
of any claim, proceeding (including any governmental investigation) or
litigation in connection with the matters addressed by this Agreement which
involves the Company or such Indemnified Holder.


                                      -13-
<PAGE>
            The Company agrees to reimburse each Indemnified Holder upon demand
for any legal or other out-of-pocket expenses reasonably incurred by such
Indemnified Holder in connection with investigating or defending any such loss,
claim, damage or liability, action or proceeding or in responding to a subpoena
or governmental inquiry related to the offering of the Registrable Securities,
whether or not such Indemnified Holder is a party to any action or proceeding.
In the event that it is finally judicially determined that an Indemnified Holder
was not entitled to receive payments for legal and other expenses pursuant to
this paragraph, such Indemnified Holder will promptly return all sums that had
been advanced pursuant hereto.

            Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors and officers and each Person who controls
the Company (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the same extent as the indemnity provided in
the first paragraph of this Section 6 from the Company to each Holder, but only
with reference to such losses, claims, damages or liabilities which are caused
by any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with information relating to a Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus. The liability of any Holder under this
paragraph shall in no event exceed the proceeds received by such Holder from
sales of Registrable Securities giving rise to such obligation.

            In case any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
first and third paragraphs of this Section 6, such Person (the "Indemnified
Person") shall promptly notify the Person or Persons against whom such indemnity
may be sought (each an "Indemnifying Person") in writing. No indemnification
provided for in the first or third paragraphs of this Section 6 shall be
available to any Person who shall have failed to give notice as provided in this
paragraph if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, but the failure to give such notice shall
not relieve the Indemnifying Person or Persons from any liability which it or
they may have to the Indemnified Person for contribution or otherwise than on
account of the provisions of the first and third paragraphs of this Section 6.
In case any such proceeding shall be brought against any Indemnified Person and
it shall notify the Indemnifying Person of the commencement thereof, the
Indemnifying Person shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other Indemnifying Person similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such Indemnified Person and shall pay as incurred (or within 30 days of
presentation) the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any Indemnified Person shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the
Indemnifying Person shall pay as incurred (or within 30 days of presentation)
the fees and expenses of the counsel retained by the Indemnified Person in the
event (i) the Indemnifying Person and the Indemnified Person shall have mutually
agreed to the retention of such counsel, (ii) the named parties to any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them or (iii) the Indemnifying Person shall have failed to assume the
defense and employ counsel reasonably


                                      -14-
<PAGE>
acceptable to the Indemnified Person within a reasonable period of time after
notice of commencement of the action. It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons. Such firm shall be
designated in writing by a majority in Amount of Registrable Securities in the
case of parties indemnified pursuant to the first paragraph of this Section 6
and by the Company in the case of parties indemnified pursuant to the third
paragraph of this Section 6. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify the Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. In addition, the
Indemnifying Person will not, without the prior written consent of the
Indemnified Person, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action or
proceeding.

            To the extent the indemnification provided for in this Section 6 is
unavailable to or sufficient to hold harmless an Indemnified Person under the
first or third paragraph of this Section 6 in respect of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, except by reason of the exceptions set forth in the first or third
paragraphs of this Section 6 or the failure of the Indemnified Person to give
notice as required in the fourth paragraph of this Section 6, then each
Indemnifying Person shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying Person
on the one hand and the Indemnified Person on the other hand from the offering
of the Notes pursuant to the Purchase Agreement and the Registrable Securities
pursuant to any Shelf Registration. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then each
Indemnifying Person shall contribute to such amount paid or payable by such
Indemnified Person in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Indemnifying Person on the
one hand and the Indemnified Person on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and any Indemnified Holder on the other shall be deemed to be in
the same proportion as the total net proceeds (before deducting expenses)
received by the Company from the offering and sale of the Notes bear to the
total net proceeds received by such Indemnified Holder from sales of Registrable
Securities giving rise to such obligations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Indemnified Holder on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


                                      -15-
<PAGE>
            The Company and the Initial Purchasers agree that it would not be
just and equitable if contributions pursuant to the immediately preceding
paragraph of this Section 6 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to in the immediately preceding paragraph shall be deemed to include any legal
or other expenses reasonably incurred by such Indemnified Person in connection
with investigating or defending any such action or claim or enforcing any rights
hereunder. Notwithstanding the provisions of this paragraph and the immediately
preceding paragraph of this Section 6, (i) in no event shall any Holder be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the offering or sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission and (ii)
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

            Except as otherwise provided in this Section 6, any losses, claims,
damages, liabilities or expenses for which an Indemnified Person is entitled to
indemnification or contribution under this Section 6 shall be paid by the
Indemnifying Person to the Indemnified Person as such losses, claims, damages,
liabilities or expenses are incurred (or within 30 days of presentation).

            The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

            The indemnity and contribution agreements contained in this Section
6 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other Person controlling any of the
Company and (iii) acceptance of and payment for any of the Registrable
Securities.

7. Rules 144 and 144A.

            The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, for so long as
any Registrable Securities remain outstanding, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder or
beneficial owner of Registrable Securities, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act.


                                      -16-
<PAGE>
8. Underwritten Registrations.

            No Holder of Registrable Securities may participate in any
Underwritten Registration hereunder.

9. Miscellaneous.

            (a) No Inconsistent Agreements. The Company has not, as of the date
hereof, and the Company shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

            (b) Adjustments Affecting Registrable Securities. The Company shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

            (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Holders of not less than the majority in Amount
of Registrable Securities; provided, however, that Section 6 and this Section
9(c) may not be amended, modified or supplemented without the prior written
consent of the Company and each Holder (including, in the case of an amendment,
modification or supplement of Section 6, any Person who was a Holder of
Registrable Securities disposed of pursuant to any Registration Statement).
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be
given by Holders of at least a majority in principal amount of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement.

            (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:


                                      -17-
<PAGE>
                  (1) if to a Holder of Registrable Securities, at the most
current address of such Holder set forth on the records of the registrar under
the Indenture, in the case of Holders of Notes, and the stock ledger of the
Company, in the case of Holders of common stock of the Company, unless, in
either such case, any Holder shall have provided notice information in a Notice
and Questionnaire or any amendment thereto, in which case such information shall
control.

                  (2)   if to the Initial Purchasers:

                        Deutsche Bank Securities Inc.
                        31 West 52nd Street
                        New York, New York 10019
                        Facsimile No.:  (212) 469-3665
                        Attention:  General Counsel

                        Banc of America Securities LLC
                        NC1-007-11-07
                        100 N. Tyron Street
                        Charlotte, North Carolina 28255
                        Facsimile No.:  (212) 847-5124
                        Attention:  Eric Hambleton, Esq.

                  with copies to:

                        Willkie Farr & Gallagher
                        787 Seventh Avenue
                        New York, New York 10017
                        Facsimile No.:  (212) 450-4800
                        Attention:  John S. D'Alimonte, Esq.

                  (3)   if to the Company:

                        LNR Property Corporation
                        1601 Washington Avenue

                        Suite 800
                        Miami Beach, Florida 33139
                        Facsimile No.:  (305) 695-5449
                        Attention: Chief Financial Officer

                  with copies to:

                        Clifford Chance US LLP
                        200 Park Avenue
                        New York, New York 10166
                        Facsimile No.:  (212) 878-8375
                        Attention:  David W. Bernstein, Esq.


                                      -18-
<PAGE>
            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five (5) Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier; and when the
addressor receives facsimile confirmation, if sent by facsimile during normal
business hours, and otherwise on the next Business Day during normal business
hours.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, including the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN,
NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT.

            (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

            (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

            (k) Third-Party Beneficiaries. Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.


                                      -19-
<PAGE>
            (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on
the one hand and the Company on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

                            [Signature page follows]


                                      -20-
<PAGE>
            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

                                    LNR PROPERTY CORPORATION


                                    By: /s/ Shelly L. Rubin
                                        ---------------------------------------
                                        Name:  Shelly L. Rubin
                                        Title: Vice President


                                    DEUTSCHE BANK SECURITIES INC.


                                    By: /s/ Richard W. Thaler
                                        ---------------------------------------
                                        Name:  Richard W. Thaler
                                        Title: Managing Director


                                    By: /s/ Stephen N. Sachman
                                        ---------------------------------------
                                        Name:  Stephen N. Sachman
                                        Title: Director


                                    BANC OF AMERICA SECURITIES LLC


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


              [Signature Page to Registration Rights Agreement]