<PAGE>
                                                                    EXHIBIT 10.2


                                FIRST AMENDMENT

                                     TO THE

                           SECOND AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                             GGP LIMITED PARTNERSHIP

         THIS FIRST AMENDMENT is made and entered into as of the 10th day of
June, 1998, by and among the undersigned parties.

                              W I T N E S S E T H:

         WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership (the "Partnership") exists pursuant to that certain Second Amended
and Restated Agreement of Limited Partnership of GGP Limited Partnership dated
as of April 1, 1998 (the "Second Restated Partnership Agreement") and the
Delaware Revised Uniform Limited Partnership Act; and

         WHEREAS, General Growth Properties, Inc., a Delaware corporation which
is the general partner of the Partnership (the "General Partner"), has issued
and sold 12,000,000 Depositary Shares (with a liquidation preference equal to
$25.00 per Depositary Share) through its depository agent, each representing
1/40th of a share of 7.25% Preferred Income Equity Redeemable Stock, Series A, a
series of preferred stock, par value $100.00 per share, of the General Partner
(the "PIERS Offering"), and

         WHEREAS, concurrently with the execution and delivery of this First
Amendment, the General Partner is contributing to the capital of the Partnership
the net proceeds of the PIERS Offering in exchange for the Series A Preferred
Units (as defined below); and

         WHEREAS, the parties hereto, being the sole general partner and a
majority-in-interest of the limited partners of the Partnership, desire to amend
the Second Restated Partnership Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby amend the Second Restated Partnership Agreement as
follows:

                  1. CAPITALIZED TERMS. Terms which are capitalized and not
         defined herein shall have the definitions assigned to such terms in the
         Second Restated Partnership Agreement.

                  2. ADDITIONAL DEFINITIONS. Article I of the Second Restated
         Partnership Agreement is hereby amended by the addition of the
         following new definitions:



<PAGE>





                           "Common Units" shall mean all Units other than the
                  Series A Preferred Units.

                           "Series A Preferred Shares" shall mean shares of the
                  7.25% Preferred Income Equity Redeemable Stock, Series A of
                  the General Partner, par value $100.00 per share, commonly
                  referred to as "PIERS".

                           "Series A Preferred Units" shall mean the series of
                  preferred units of the Partnership designated as the 7.25%
                  Series A Cumulative Redeemable Preferred Units having the
                  designations, preferences and other rights described herein.

                           "Series A Preferred Units Distribution Payment Dates"
                  shall mean the 15th day of January, April, July and October of
                  each year, commencing October 15, 1998.

                  3. AMENDED DEFINITIONS. Article I of the Second Restated
         Partnership Agreement is hereby amended as follows:

                           (i) The third sentence of the definition of
                  Conversion Factor set forth in Section 1.1 hereof is hereby
                  deleted and the following sentence is hereby inserted in its
                  place and stead:

                           The Conversion Factor shall be adjusted by
                           multiplying the Conversion Factor (as in effect
                           immediately prior to such adjustment) by a fraction,
                           the numerator of which shall be the actual number of
                           shares of Common Stock issued and outstanding on the
                           record date for such dividend, distribution,
                           subdivision or combination (determined without the
                           below assumption), and the denominator of which shall
                           be the number of shares of Common Stock issued and
                           outstanding on the record date for such dividend,
                           distribution, subdivision or combination (assuming
                           for such purposes that such dividend, distribution,
                           subdivision or combination has occurred as of such
                           time).

                           (ii) Subsection (a) of the definition of Gross Asset
                  Value set forth in Section 1.1 thereof is hereby deleted and
                  the following new Subsection (a) is hereby inserted in its
                  place and stead:

                                    (a) the initial Gross Asset Value of (i) the
                           assets contributed by each Partner to the Partnership
                           prior to the date hereof is the gross fair market
                           value of such contributed assets as indicated in the
                           books and records of the Partnership as of the date
                           hereof, and (ii) any asset hereafter contributed by a
                           Partner, other than money, is the gross fair market
                           value thereof as reasonably determined by the General
                           Partner using such reasonable method of valuation as
                           the General Partner may adopt; provided that the
                           gross fair market value of any such assets hereafter
                           contributed by the General Partner shall be the
                           Acquisition Cost thereof (without reduction for any
                           borrowings incurred by the General Partner in
                           connection with the acquisition of such assets and
                           assumed by the


                                      -2-


<PAGE>





                           Partnership or, if such assumption was not possible,
                           with respect to which borrowings the Partnership
                           obligates itself to make payments to the General
                           Partner in a like amount and on like terms);

                           (iii) The definition of Majority-In-Interest of the
                  Limited Partners set forth in Section 1.1 thereof is hereby
                  amended by the deletion of the words "existing Limited
                  Partners," and by the substitution of the words "Limited
                  Partners as at April 1, 1998," in their place and stead.

                           (iv) The definition of Percentage Interest set forth
                  in Section 1.1 thereof is hereby amended by the deletion of
                  such definition in its entirety and by the substitution of the
                  following new definition in its place and stead:

                                    "Percentage Interest" shall mean, with
                           respect to any Partner at any time, the percentage
                           ownership interest of such Partner in the Partnership
                           at such time, which percentage ownership interest
                           shall be equal to the quotient of the number of
                           Common Units owned by such Partner at such time
                           divided by the aggregate number of issued and
                           outstanding Common Units at such time, and any Series
                           A Preferred Units owned by such Partner at such time
                           shall be disregarded for such purpose. The Percentage
                           Interest of each Partner on the date hereof is set
                           forth opposite its name on Exhibit A.

                           (v) The definition of Units set forth in Section 1.1
                  thereof is hereby amended by the deletion of such definition
                  in its entirety and by the substitution of the following new
                  definition in its place and stead:

                                    "Units" shall mean the partnership units in
                           the Partnership established and issued from time to
                           time in accordance with the terms hereof, including
                           without limitation Common Units and Series A
                           Preferred Units. The number and designation of all
                           Units held by each Partner is set forth opposite such
                           Partner's name on Exhibit A.

                  4. LOCATION OF THE PRINCIPAL PLACE OF BUSINESS. Article II of
         the Second Restated Partnership Agreement is hereby amended by the
         deletion of Section 2.4 thereof in its entirety and by the substitution
         of the following new Section 2.4 in its place and stead:

                           2.4 LOCATION OF THE PRINCIPAL PLACE OF BUSINESS. The
                  location of the principal place of business of the Partnership
                  shall be at 110 North Wacker Drive, Chicago, Illinois 60606,
                  or at such other location as shall be selected by the General
                  Partner from time to time in its sole discretion.

                  5. GENERAL PARTNER CONTRIBUTION. Article IV of the Second
         Restated Partnership Agreement is hereby amended by the deletion of the
         first sentence of Section 4.1 thereof and by the substitution of the
         following new sentence in its place and stead:



                                      -3-

<PAGE>





                  The General Partner has contributed to the Partnership as its
                  Capital Contribution the cash and property reflected in the
                  Partnership's books and records as having been contributed by
                  it, including without limitation the cash being contributed by
                  the General Partner to the Partnership contemporaneously with
                  the execution hereof in connection with the PIERS Offering.

                  6. ADDITIONAL FUNDS. Article IV of the Second Restated
         Partnership Agreement is hereby amended by the deletion of Subsection
         4.3(b) thereof in its entirety and by the substitution of the following
         new Subsection 4.3(b) in its place and stead:

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

                  7. STOCK INCENTIVE PLAN. Article IV of the Second Restated
         Partnership Agreement is hereby amended by the deletion of Subsection
         4.4(b) thereof in its entirety and by the substitution of the following
         new Subsection 4.4(b) in its place and stead:

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

                  8. ESTABLISHMENT OF SERIES A PREFERRED UNITS. Article IV of
         the Second Restated Partnership Agreement is hereby amended by the
         insertion of the following new Sections 4.7, 4.8, 4.9 and 4.10:

                           4.7. ESTABLISHMENT OF SERIES A PREFERRED UNITS. A
                  series of preferred units of the Partnership designated as
                  Series A Preferred Units is hereby established and shall have
                  such preferences and other rights as are described herein. The
                  maximum number of Series A Preferred Units which may be issued
                  by the Partnership from time to time shall be 345,000, and the
                  number of Series A Preferred Units set forth on Schedule A
                  hereto opposite the name of the General Partner are hereby
                  issued to the General Partner in exchange for the capital
                  contribution being made by the General Partner concurrently
                  herewith. Any Series A Preferred Units which may be issued and
                  are thereafter cancelled or converted into Common Units in
                  accordance with the terms hereof shall be retired, and the
                  Partnership shall not reissue any such Series A Preferred
                  Units.


                                      -4-

<PAGE>





                           4.8. RANK OF THE SERIES A PREFERRED UNITS. The Series
                  A Preferred Units shall, with respect to distribution rights
                  and rights upon liquidation, dissolution or winding up of the
                  Partnership, rank senior to the Common Units.

                           4.9. MANDATORY REDEMPTION OF SERIES A PREFERRED
                  UNITS. On July 15, 2008, (a) the Partnership shall redeem each
                  Series A Preferred Unit then outstanding for a purchase price
                  equal to the entire liquidation preference then payable with
                  respect to such Series A Preferred Unit as provided in Section
                  7.8 below (including without limitation any and all accrued
                  and unpaid distributions with respect thereto), and (b) each
                  Series A Preferred Unit shall thereupon be deemed cancelled,
                  and all rights hereunder with respect to such cancelled Series
                  A Preferred Units, including without limitation all rights to
                  distributions and liquidation preferences, shall cease.

                           4.10. CONVERSION OF SERIES A PREFERRED UNITS. Series
                  A Preferred Units shall be converted into Common Units in
                  accordance with the following:

                                    (a) If any Series A Preferred Shares shall
                           be converted into shares of Common Stock pursuant to
                           the exercise of any such right by either the General
                           Partner or the holder of such Series A Preferred
                           Shares, then that number of Series A Preferred Units
                           which is equal to the number of Series A Preferred
                           Shares so converted shall simultaneously and without
                           further action or notice be converted into that
                           number of Common Units which is equal to the product
                           of (i) the number of shares of Common Stock into
                           which such Series A Preferred Shares were converted,
                           multiplied by (ii) the Conversion Factor.

                                    (b) If the General Partner shall redeem any
                           Series A Preferred Shares for cash in a transaction
                           in which the redemption price thereof (other than the
                           portion thereof equal to the then accumulated and
                           unpaid dividends thereon) is payable directly out of
                           the sale proceeds of then newly issued shares of
                           Common Stock (and to the extent that such sale
                           proceeds are so used, the General Partner shall be
                           relieved of the obligation to contribute such sale
                           proceeds to the capital of the Partnership pursuant
                           to Section 4.3(a)(2) hereof), then that number of
                           Series A Preferred Units which is equal to the number
                           of Series A Preferred Shares so redeemed shall
                           simultaneously and without further action or notice
                           be converted into that number of Common Units which
                           is equal to the product of (i) the number of shares
                           of Common Stock issued and sold by the General
                           Partner to generate the sale proceeds used to redeem
                           such Series A Preferred Shares, multiplied by (ii)
                           the Conversion Factor.

                  9. DISTRIBUTIONS WITH RESPECT TO COMMON UNITS. Article V of
         the Second Restated Partnership Agreement is hereby amended by (a)
         deleting the caption of Section 5.2 thereof and substituting the
         caption "DISTRIBUTIONS WITH RESPECT TO COMMON UNITS" in its place and
         stead, and (b) deleting the word "The" from the beginning of Subsection



                                      -5-

<PAGE>





         5.2(a) thereof, and by substituting the words "Except as otherwise
         expressly provided in Section 5.9 below, the" in its place and stead.

                  10. DISTRIBUTIONS WITH RESPECT TO SERIES A PREFERRED UNITS.
         Article V of the Second Restated Partnership Agreement is hereby
         further amended by the insertion of the following new Section 5.9:

                           5.9. DISTRIBUTIONS WITH RESPECT TO SERIES A PREFERRED
                  UNITS. Holders of Series A Preferred Units shall have the
                  following preferences and rights with respect to
                  distributions:

                                    (a) With respect to each quarterly
                           distribution period commencing on (and including) the
                           fifteenth day of each January, April, July and
                           October and ending on (and including) the fourteenth
                           day of the next succeeding such month (other than the
                           initial distribution period, which shall commence on
                           June 10, 1998 and end on and include October 14,
                           1998), the holders of Series A Preferred Units of
                           record as of the first day of the month in which the
                           applicable Series A Preferred Units Distribution
                           Payment Date falls, or as of such other date as the
                           General Partner shall designate which is not more
                           than 30 days nor less than 10 days prior to such
                           Series A Preferred Units Distribution Payment Date,
                           shall be entitled to receive cumulative preferential
                           distributions of Net Operating Cash Flow, when, as
                           and if declared by the General Partner on behalf of
                           the Partnership, in an amount per Series A Preferred
                           Unit equal to the greater of (i) 7.25% of the
                           $1,000.00 liquidation preference for such Series A
                           Preferred Unit divided by four (equivalent to a fixed
                           quarterly amount of $18.125 per Series A Preferred
                           Unit), and (ii) the amount of the quarterly cash
                           distribution paid or payable as of the Series A
                           Preferred Units Distribution Payment Dates with
                           respect to that number of Common Units into which
                           such Series A Preferred Unit is then convertible as
                           provided herein. Notwithstanding the foregoing, the
                           amount of the distribution payable with respect to
                           the initial distribution period, which shall commence
                           on June 10, 1998 and end on and include October 14,
                           1998, and with respect to any other distribution
                           period which is shorter or longer than a full
                           quarterly distribution period as described above,
                           shall be prorated and computed on the basis of twelve
                           30-day months and a 360-day year. Such distributions
                           shall accumulate and be cumulative from June 10,
                           1998, and shall be payable quarterly in arrears on or
                           before each Series A Preferred Units Distribution
                           Payment Date. Accrued but unpaid distributions on the
                           Series A Preferred Units shall accumulate as of the
                           Series A Preferred Units Distribution Payment Date on
                           which they first become payable. No interest, or sum
                           or money in lieu of interest, shall be payable in
                           respect of any distribution payment or payments on
                           Series A Preferred Units which may be in arrears. To
                           the extent of any such accrued and unpaid
                           distributions on the Series A Preferred Units, a
                           distribution with respect to the Series A Preferred
                           Units may be declared and paid at any time, without
                           reference to any Series A Preferred Units


                                      -6-


<PAGE>





                           Distribution Payment Date, to holders on such date,
                           not exceeding 45 days preceding the payment date
                           thereof, as may be fixed by the General Partner.

                                    (b) In no event shall any distributions with
                           respect to Series A Preferred Units be authorized,
                           paid or set apart for payment at any time if (i) the
                           terms and provisions of any agreement to which the
                           Partnership is a party or by which it is bound,
                           including any agreement relating to its indebtedness,
                           prohibits such authorization, payment or setting
                           apart for payment, or provides that such
                           authorization, payment or setting apart for payment
                           would constitute a breach thereof or a default
                           thereunder, or (ii) such authorization, payment or
                           setting apart for payment is restricted or prohibited
                           by law. In any such event, distributions with respect
                           to the Series A Preferred Units shall accrue in
                           accordance with the terms hereof whether or not there
                           is sufficient Net Operating Cash Flow for such
                           distributions and whether or not such distributions
                           are authorized.

                                    (c) If the Partnership has not authorized
                           and paid full cumulative distributions with respect
                           to the Series A Preferred Units for all past
                           distribution periods and the then current
                           distribution period, or has not authorized and set
                           apart a sum sufficient for the payment thereof, then
                           the Partnership shall not authorize, pay or set aside
                           for payment any distributions with respect to the
                           Common Units (other than distributions made in the
                           form of Common Units), nor shall the Partnership
                           redeem, purchase or otherwise acquire any Common
                           Units (or set apart any monies as a sinking fund for
                           such purpose) for any consideration other than Common
                           Stock (including without limitation in connection
                           with the exercise of Rights).

                                    (d) Holders of the Series A Preferred Units
                           shall not be entitled to any distribution, whether
                           payable in cash, property or Units, in excess of the
                           full cumulative distribution with respect to the
                           Series A Preferred Units as described herein. Any
                           distribution made with respect to the Series A
                           Preferred Units shall first be credited against the
                           earliest accrued but unpaid distribution with respect
                           to such Series A Preferred Units.

                  11. ALLOCATIONS. Exhibit C of the Second Restated Partnership
         Agreement, describing the allocations of the Net Income, Net Loss
         and/or other Partnership items, is hereby amended by the deletion of
         such Exhibit C in its entirety, and the document identified as Exhibit
         C attached hereto is hereby substituted in its place and stead.

                  12. DISTRIBUTIONS ON DISSOLUTION. Article VII of the Second
         Restated Partnership Agreement is hereby amended by the deletion of
         Subsection 7.2(d) thereof in its entirety and by the substitution of
         the following new subsections in its place and stead:

                           (d) Payment to the holders of Series A Preferred
                  Units in accordance with the terms of Section 7.8 below (and
                  to each holder thereof pro rata based on the



                                      -7-

<PAGE>





                  proportion of the total number of outstanding Series A
                  Preferred Units represented by such holder's Series A
                  Preferred Units); and

                           (e) To the Partners holding Common Units in
                  accordance with their respective Percentage Interests.

                  13. LIQUIDATION PREFERENCE OF SERIES A PREFERRED UNITS.
         Article VII of the Second Restated Partnership Agreement is hereby
         amended by the insertion of the following new Section 7.8:

                           7.8. LIQUIDATION PREFERENCE OF SERIES A PREFERRED
                  UNITS. The holders of Series A Preferred Units shall have the
                  following rights and preferences with respect to liquidation
                  of the Partnership:

                                    (a) Upon any voluntary or involuntary
                           liquidation, dissolution or winding up of the affairs
                           of the Partnership, the holders of Series A Preferred
                           Units then outstanding shall be entitled to be paid,
                           out of the assets of the Partnership available for
                           distribution to the Partners pursuant to Section 7.2
                           hereof, a liquidation preference of $1,000.00 per
                           Series A Preferred Unit, plus an amount equal to any
                           accrued and unpaid distribution with respect to such
                           Series A Preferred Unit through the date of payment,
                           before any distribution of assets shall be made to
                           holders of Common Units.

                                    (b) If, upon any such voluntary or
                           involuntary liquidation, dissolution or winding up of
                           the affairs of the Partnership, the available assets
                           of the Partnership are insufficient to pay the amount
                           of the liquidating distribution preference on all
                           outstanding Series A Preferred Units, then such
                           assets shall be allocated among the holders of Series
                           A Preferred Units in proportion to the full
                           liquidating distribution preferences to which they
                           would otherwise be respectively entitled.

                                    (c) After payment of the full amount of the
                           liquidating distribution preferences to which they
                           are entitled, the holders of Series A Preferred Units
                           shall not have any right or claim to any of the
                           remaining assets of the Partnership with respect to
                           their Series A Preferred Units. Neither the
                           consolidation or merger of the Partnership with or
                           into any other partnership, corporation, trust or
                           other entity, or the sale, lease or conveyance of all
                           or substantially all of the Partnership's property or
                           business, shall be deemed to constitute a
                           liquidation, dissolution or winding up of the
                           Partnership for purposes of this Section 7.8.

                  14. ISSUANCE OF ADDITIONAL COMMON UNITS. Article VIII of the
         Second Restated Partnership Agreement is hereby amended by the deletion
         of Section 8.3 thereof in its entirety and by the substitution of the
         following new Section 8.3 in its place and stead:



                                      -8-

<PAGE>





                           8.3 ISSUANCE OF ADDITIONAL COMMON UNITS. At any time
                  without the consent of any Partner, but subject to the
                  provisions of Section 8.4 hereof, the General Partner may,
                  upon its determination that the issuance of additional Common
                  Units ("Additional Units") is in the best interests of the
                  Partnership, cause the Partnership to issue Additional Units
                  to and admit as a limited partner in the Partnership, any
                  Person (the "Additional Partner") in exchange for the
                  contribution by such Person of cash and/or property desirable
                  to further the purposes of the Partnership under Section 2.3
                  hereof. The number of Additional Units issued to any
                  Additional Partner shall be equal to the product of the (a)
                  Conversion Factor multiplied by (b) the quotient of (i) the
                  Gross Asset Value of the property contributed by the
                  Additional Partner (net of liabilities assumed by the
                  Partnership in connection with the contribution of such
                  property to the Partnership or to which such property is
                  subject) as of the date of contribution (the "Contribution
                  Date") divided by (ii) Current Per Share Market Price in
                  respect of such transaction, and the General Partner may admit
                  an Additional Partner to the Partnership upon such other terms
                  as it deems appropriate. The General Partner shall be
                  authorized on behalf of each of the Partners to amend this
                  Agreement to reflect the admission of any Additional Partner
                  in accordance with the provisions of this Section 8.3 in the
                  event that the General Partner deems such amendment to be
                  desirable, and the General Partner promptly shall deliver a
                  copy of such amendment to each Limited Partner.
                  Notwithstanding anything contained herein to the contrary, an
                  Additional Partner that acquires Additional Units pursuant to
                  this Section 8.3 shall not acquire any interest in, and may
                  not exercise or otherwise participate in, any Rights pursuant
                  to the Rights Agreements unless they are expressly granted
                  such rights.

                  15. NEW EXHIBIT A. Exhibit A to the Second Restated
         Partnership Agreement, identifying the Partners and their respective
         interests, is hereby amended by deleting such Exhibit A in its entirety
         and by substituting Exhibit A attached hereto in its place and stead.

                  16. OTHER PROVISIONS UNAFFECTED. Except as expressly amended
         hereby, the Second Restated Partnership Agreement shall remain in full
         force and effect in accordance with its terms.

         IN WITNESS WHEREOF, the undersigned have executed this First Amendment
as of the day and year first above written.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
 a Delaware corporation

By:  /s/ Bernard Freibaum
   ----------------------------
   Its:  Executive Vice President/CFO




                                      -9-

<PAGE>





LIMITED PARTNERS:

M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

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


         By: /s/ Marshall E. Eisenberg
            -----------------------------
               Its:  President



                                      -10-

<PAGE>





                                    EXHIBIT A



<TABLE>
<CAPTION>
                                                 NUMBER OF            PERCENTAGE         NUMBER OF SERIES A
                                               COMMON UNITS            INTEREST           PREFERRED UNITS
                                               ------------            --------           ---------------

<S>                                          <C>                       <C>                 <C>
GENERAL PARTNER:
----------------

General Growth Properties, Inc.              35,542,256.5822           65.0032             300,000.00

LIMITED PARTNERS:
-----------------

M.B. Capital Partners III                    15,555,864.0240           28.4501                      0
Stanley Richards Revocable Trust                149,706.3938            0.2738                      0
Joe W. Lowrance                                  57,620.0000            0.1054                      0
LWLDA Limited Partnership                        45,223.0000            0.0827                      0
Brent M. Milgrom                                 57,620.0000            0.1054                      0
GDC/A&B Limited Partnership                      45,223.0000            0.0827                      0
Edward S. Brown                                  25,000.0000            0.0457                      0
Lawrence A. Brown                                17,647.0000            0.0323                      0
Merrill H.J. Roth                                29,024.0000            0.0531                      0
The Roth Family
  Limited Partnership                            22,308.0000            0.0408                      0
Arthur B. Morgenstern                            54,625.0000            0.0999                      0
Joseph Straus, Jr.                               78,017.0000            0.1427                      0
Warren Weiner and Penny
  Weiner, Husband and Wife,
  as Tenants-by-the-Entirety                     15,855.5000            0.0290                      0
Joint Revocable Trust of
  Marvin Rounick and Judy
  Rounick                                        15,855.5000            0.0290                      0
Arthur Bruce Associates                          31,711.0000            0.0580                      0
Marvin Rounick and
  Judy Rounick, Husband
  and Wife, as Tenants-by-
  the-Entirety                                   55,670.0000            0.1018                      0
Joint Revocable Trust of
  Warren and Penny Weiner                        18,557.0000            0.0339                      0
Irrevocable Trust of
  Warren Weiner dated
  January 24, 1978 F/B/O
  Robyn Weiner                                   18,557.0000            0.0339                      0
Irrevocable Trust of
  Warren Weiner dated
  January 24, 1978 F/B/O
  Kimberly Weiner                                18,557.0000            0.0339                      0
Forbes/Cohen Properties                         801,842.0000            1.4665                      0
Jackson Properties                              346,795.0000            0.6343                      0
Lakeview Square Properties                      296,363.0000            0.5420                      0
CA Southlake Investors, Ltd.                    353,537.0000            0.6466                      0
Peter D. Leibowits                              518,833.0000            0.9489                      0
Southwest Properties Venture                    505,420.0000            0.9244                      0
                                                ------------            ------                     --

Total Units:                                 54,677,687.0000          100.0000             300,000.00
                                             ===============          ========             ==========
</TABLE>



                                      -11-


<PAGE>





                                    EXHIBIT C

                                   ALLOCATIONS

1.       Allocation of Net Income and Net Loss.

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

                  (1) First, to the holders of the Series A Preferred Units
         until the cumulative amount of Net Income allocated to them pursuant to
         this subparagraph (a)(1) for such period and all prior periods equals
         the cumulative amount of the Net Losses allocated to them pursuant to
         subparagraph (b)(2) below for all prior periods;

                  (2) Second, to the holders of the Series A Preferred Units
         until the cumulative amount of Net Income allocated to them pursuant to
         this subparagraph (a)(2) equals the cumulative amount of accrued
         distributions in respect of the Series A Preferred Stock for such
         period and all prior periods (whether or not declared or paid);

                  (3) Third, to the General Partner until the cumulative amount
         of Net Income allocated to it pursuant to this subparagraph (3) for
         such period and all prior periods equals the cumulative amount of Net
         Losses allocated to the General Partner pursuant to subparagraph (b)(3)
         below for all prior periods; and

                  (4) Fourth, to the Partners holding Common Units, until the
         cumulative Net Income allocated to them pursuant to this subparagraph
         (a)(4) for such period and all prior periods equals the cumulative Net
         Losses allocated to them pursuant to subparagraph (b)(1) hereof for all
         prior periods (such allocation to be among the Partners holding Common
         Units in the reverse order that such Net Losses were allocated to
         them); and

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

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

                  (1) First, to the Partners holding Common Units in accordance
         with their respective Percentage Interests (provided, however, that to
         the extent any Net Loss allocated to a Partner holding Common Units
         under this subparagraph (b)(1) would cause such Partner (hereinafter, a
         "Restricted Partner") to have an Adjusted Capital Account Deficit as of
         the end of the fiscal year to which such Net Loss relates, such Net
         Loss shall not be allocated to such Restricted Partner but shall
         instead, to the extent possible, be allocated to the other Partner(s)
         (hereinafter, the "Permitted Partners") pro rata in accordance with
         their relative Percentage Interests (for this purpose, a Partner's
         Adjusted Capital Account Deficit shall be determined by disregarding
         any capital contributed by



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         the Partner to the Partnership that is attributable to the Partner's
         Series A Preferred Units));

                  (2) Second, to the holders of the Series A Preferred Units,
         pro-rata, in accordance with the number of Units held by them, until
         the cumulative amount of Net Loss allocated to them under this
         subparagraph (b)(2) for such period and all prior periods equals the
         capital contributed by such holders to the Partnership with respect to
         their Series A Preferred Units; and

                  (3) Third, to the General Partner.

2.       Special Allocations.

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

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

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

         (c) Qualified Income Offset. In the event a Limited Partner
unexpectedly receives any adjustments, allocations or distributions described in
Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited
Partner has an Adjusted Capital Account Deficit, items of Partnership income and
gain shall be specially allocated to such Partner in an



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<PAGE>





amount and manner sufficient to eliminate the Adjusted Capital Account Deficit
as quickly as possible. This paragraph (c) is intended to constitute a
"qualified income offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and
shall be interpreted consistently therewith.

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

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

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

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

3.       Tax Allocations.

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

         (b) Sections 1245/1250 Recapture. If any portion of gain from the sale
of property is treated as gain which is ordinary income by virtue of the
application of Code Sections 1245 or


                                      -14-

<PAGE>





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

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




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