REGENCY CENTERS, L.P.

                  Amendment No. 5 to Third Amended and Restated
            Agreement of Limited Partnership (the "Partnership Agreement")

Section 1.        Definitions.  Capitalized  terms used and not otherwise
defined herein shall have the meaning assigned to them in the Partnership
Agreement.

Section 2.        Amendment  Regarding Preferred Units.  Section 4.2(b) of the
Partnership  Agreement is hereby amended to read in full as follows (new
language is double underscored and deleted language is stricken through):

                  "(b)   Consent   Granted  by  Limited   Partners  for  Certain
         Issuances.  Pursuant to Section 4.2(a), the Consent of Limited Partners
         holding Original Limited  Partnership  Units and the Consent of Limited
         Partners holding Additional Units has been obtained for, and no further
         Consent of the  Limited  Partners  or of any class of Limited  Partners
         shall be required  for, the issuance of  additional  Units from time to
         time as follows:

                           (i) Issuance of Preferred Units.  Subject to Sections
                  4.5(f)(ii), 4.6(f)(ii), 4.7(f)(ii), 4.8(f)(ii) and 4.9(f)(ii),
                  Preferred  Units may be issued to any Limited Partner if, as a
                  result of such  issuance and the  application  of the proceeds
                  therefrom, the sum of (i) the aggregate liquidation preference
                  of all  outstanding  Preferred Units entitled to priority upon
                  liquidation  and (ii) the  Partnership's  gross sales price of
                  outstanding  Preferred  Units  entitled to priority  only with
                  respect to  distributions  of Available  Cash would not exceed
                  twenty thirty percent (230%) of the  Partnership's  book value
                  before  depreciation  and  amortization  as of the  end of the
                  calendar quarter preceding the date of issuance, determined in
                  accordance  with  generally  accepted  accounting  principles.
                  Nothing  in this  Section  4.2(b)(i)  shall  be  construed  to
                  prohibit  the  General  Partner  from (i)  redeeming  Series A
                  Preferred  Units or other  Preferred Units issued from time to
                  time  pursuant to this Section  4.2(b)(i) to third parties who
                  are not Affiliates of the General Partner and (ii) holding and
                  receiving distributions on such Redeemed Preferred Units where
                  such Units are redeemed in exchange for preferred stock of the
                  General  Partner having  designations,  preferences  and other
                  rights substantially similar to the designations,  preferences
                  and other rights of the Units so redeemed."

     Section 3.  Counterparts.  This  Amendment  may be  executed in one or more
counterparts, all of which shall constitute one and the same agreement.

     Section  4.  Effective  Date.  This  Amendment  shall  be  effective  as of
September _, 2000.


                                 GENERAL PARTNER

                                 Regency Realty Corporation


                                 By:
                                 Bruce M. Johnson
                                 Its Managing Director and Executive
                                         Vice President


                                 SECURITY CAPITAL U.S. REALTY


                                 By:
                                 Name:
                                 Title:


                                 SECURITY CAPITAL HOLDINGS S.A.


                                 By:
                                 Name:
                                 Title:


                                 ARDEN SQUARE HOLDINGS SARL
                                 By:
                                 Name:
                                 Title:


                                BLOSSOM VALLEY HOLDINGS SARL

                                By:
                                Name:
                                Title:




<PAGE>


                                COOPER STREET PLAZA HOLDINGS SARL


                                By:
                                Name:
                                Title:


                                DALLAS HOLDINGS SARL

                                By:
                                Name:
                                Title:

                                EL CAMINO HOLDINGS SARL


                                By:
                                Name:
                                Title:


                                FRIARS MISSION HOLDINGS SARL

                                By:
                                Name:
                                Title:

<PAGE>

                                   Regency Centers, L.P.
                 Amendment No. 6 to Third Amended and Restated Agreement of
                               Limited Partnership
              Relating to 8.75% Series F Cumulative Redeemable Preferred Units


      This Amendment No. 6 (this  "Amendment") to the Third Amended and Restated
Agreement  of Limited  Partnership,  dated as of  September  1, 1999 (as amended
through the date hereof, the "Partnership Agreement"), of Regency Centers, L.P.,
a Delaware limited partnership (the "Partnership"),  is made as of the September
8, 2000, by Regency Realty Corporation,  Inc., a Florida corporation, as general
partner (the "General  Partner"),  and the  undersigned  Limited Partner that is
being admitted to the Partnership on the date hereof.

                                    RECITALS

      WHEREAS,  the General  Partner and the Limited Partner desire to amend the
Partnership  Agreement to create a class of Preferred Units and to set forth the
rights, powers, duties and preferences of such Preferred Units.

      NOW,  THEREFORE,  pursuant to the authority contained in Section 4.2(b) of
the  Partnership  Agreement,  the General  Partner hereby amends the Partnership
Agreement as follows:

     A.  Defined  Terms.  Capitalized  terms  used  in  this  Amendment  and not
otherwise  defined  herein  shall  have  the  meaning  assigned  thereto  in the
Partnership Agreement.

B.   Amendments.  Effective as of the date hereof, the Partnership Agreement is
hereby amended as follows:

      Section 1.  Amendments to Article 1 - Defined Terms.  The following  terms
are hereby added to Article 1 in their correct alphabetical order:

            "Affiliate"  of any  Person  means  any  other  Person  directly  or
      indirectly  controlling or controlled by or under common control with such
      Person.  For the  purposes of this  definition,  "control"  when used with
      respect to any Person,  means the possession,  directly or indirectly,  of
      the power to direct or cause the direction of the  management and policies
      of such Person,  whether  through the ownership of voting  securities,  by
      contract or otherwise;  and the terms  "controlling" and "controlled" have
      meanings correlative to the foregoing.

            "Series  F Excess  Units"  has the  meaning  set  forth  in  Section
4.10(g)(i)(C).

            "Series F  Exchange  Notice"  has the  meaning  set forth in Section
4.10(g)(ii)(A).

            "Series F  Exchange  Price"  has the  meaning  set forth in  Section
4.10(g)(i)(A).

            "Series F Preferred  Partner" means the Limited Partner who received
      Series F Preferred  Units and also include any  permitted  transferee of a
      Series F  Preferred  Partner  pursuant  to  Section  11.3 and the  General
      Partner or any  Affiliate of Regency upon  exchange or  redemption  of the
      Series F Preferred Units pursuant to Section 4.10.

            "Series F  Preferred  Stock"  has the  meaning  set forth in Section
4.10(g)(i)(A).

            "Series F Preferred  Units"  means the  Partnership  Interest in the
      Partnership  issued  pursuant  to  Section  4.2 and  Section  4.10  hereof
      representing  8.75% Series F Cumulative  Redeemable  Preferred  Units. The
      term  "Series F Preferred  Unit" does not include or refer to any Original
      Limited Partnership Units, Additional Units or Class B Units.

            "Series F Preferred Unit Distribution  Payment Date" has the meaning
      set forth in Section 4.10(c)(i).

            "Series F Preferred  Unit  Partnership  Record Date" has the meaning
      set forth in Section 4.10(c)(i).

            "Series F Priority Return" means an amount equal to 8.75% per annum,
      determined  on the basis of a 360-day  year of twelve  30-day  months  (or
      actual days for any month which is shorter  than a full  monthly  period),
      cumulative  to the  extent  not  distributed  for any  given  distribution
      period,  of the  stated  value  of  $100  per  Series  F  Preferred  Unit,
      commencing on the date of issuance of such Series F Preferred Unit.

            "Series F  Redemption  Price" has the  meaning  set forth in Section
4.10(e)(i).
<PAGE>

      Section 2. Section 4.1 - Capital  Contributions of Partners Holding Parity
Preferred Units.  Section 4.1(d) of the Partnership  Agreement is hereby deleted
and the following inserted in lieu thereof:

      "(d) (i) The Series A  Preferred  Partners  have  contributed  cash to the
      Partnership  in the amount of $50 per Series A  Preferred  Unit.  (ii) The
      Series  B  Preferred  Partners,  Series  C  Preferred  Partners,  Series D
      Preferred  Partners,  the  Series E  Preferred  Partners  and the Series F
      Preferred  Partner have each  contributed  cash to the  Partnership in the
      amount of $100 per  Series B  Preferred  Unit,  Series C  Preferred  Unit,
      Series D  Preferred  Unit,  the  Series  E  Preferred  Unit  and  Series F
      Preferred  Unit,  respectively.  The  distribution  rights  for the Parity
      Preferred Units shall be senior to the distribution rights of the Original
      Limited Partnership Units, the Additional Units, Common Units, the Class 2
      Units and the Class B Units.  The number of Parity  Preferred Units issued
      to the Series D Preferred  Partners,  the Series E Preferred  Partners and
      Series F Preferred  Partner,  respectively,  are each set forth on Exhibit
      A."

      Section 3.  Section 4.2 - Issuance of Additional Partnership Interests.
                  -----------------------------------------------------------

            (a) Section  4.2(a) is hereby  amended by  inserting  the words "and
      Section  4.10(f)(ii)  and" after the reference to "Section 4.5 (f)(ii)" in
      the third sentence thereof.

            (b) Section  4.2(b)(i) is hereby amended by inserting the words "and
      Section  4.10(f)(ii)  and" after the reference to "Section 4.5 (f)(ii)" in
      the first line thereof.

      Section  4.  Section  4.10 - Series F  Preferred  Units.  The  Partnership
Agreement is hereby amended by inserting the following as a new Section 4.10:

            "Section 4.10     Issuance of Series F Preferred Units.
                              ------------------------------------

            (a)  Designation  and Number.  A series of Partnership  Units in the
      Partnership  designated  as the  "8.75%"  Series F  Cumulative  Redeemable
      Preferred  Units (the "Series F Preferred  Units") is hereby  established.
      The number of Series F Preferred Units shall be 240,000.

            (b) Rank.  The  Series F  Preferred  Units  will,  with  respect  to
      distributions  and  rights  upon  voluntary  or  involuntary  liquidation,
      winding-up or dissolution of the  Partnership,  rank senior to all classes
      or series of Partnership Interests now or hereafter authorized,  issued or
      outstanding,  other than the Series A Preferred Units,  Series B Preferred
      Units,  Series C  Preferred  Units,  Series D  Preferred  Units,  Series E
      Preferred  Units  and any class or  series  of  equity  securities  of the
      Partnership  issued after the issuance of the Series F Preferred Units and
      expressly  designated  in  accordance  with the  Partnership  Agreement as
      ranking on a parity with or senior to the Series F  Preferred  Units as to
      distributions  or  rights  upon  voluntary  or  involuntary   liquidation,
      winding-up or dissolution of the Partnership. The Series F Preferred Units
      are  expressly  designated  as  ranking  on a  parity  with  the  Series A
      Preferred  Units,  the Series B  Preferred  Units,  the Series C Preferred
      Units, the Series D Preferred Units and the Series E Preferred Units as to
      both  distributions and rights upon voluntary or involuntary  liquidation,
      winding-up or dissolution of the Partnership.

            (c)   Distributions.
                  -------------

                  (i) Payment of Distributions. Subject to the rights of holders
            of Parity  Preferred Units and any holders of Partnership  Interests
            issued after the date hereof in accordance  herewith  ranking senior
            to the Series F Preferred Units as to the payment of  distributions,
            holders of Series F  Preferred  Units  shall be entitled to receive,
            when,  as and if  declared  by the  Partnership  acting  through the
            General  Partner,  out of  Available  Cash and  Capital  Transaction
            Proceeds, cumulative preferential cash distributions at the rate per
            annum of 8.75% of the  original  Capital  Contribution  per Series F
            Preferred Unit. Such distributions shall be cumulative, shall accrue
            from the original date of issuance and will be payable (A) quarterly
            (such  quarterly  periods to be the quarterly  periods ending on the
            dates set forth in this sentence) in arrears, on or before March 31,
            June 30,  September 30 and December 31 of each year,  commencing  on
            September  30,  2000  (with the first such  payment  to include  the
            amount accrued from the period commencing the date hereof and ending
            September  30,  2000) and,  (B) in the event of (i) an  exchange  of
            Series F Preferred  Units into Series F Preferred  Stock,  or (ii) a
            redemption  of Series F Preferred  Units,  on the  exchange  date or
            redemption  date,  as applicable  (each a " Series F Preferred  Unit
            Distribution  Payment Date"). The amount of the distribution payable
            for any period will be  computed  on the basis of a 360-day  year of
            twelve  30-day  months  and  for  any  period  shorter  than  a full
            quarterly period for which distributions are computed, the amount of
            the distribution  payable will be computed on the basis of the ratio

<PAGE>

            of the actual  number of days  elapsed in such period to ninety (90)
            days.  If any  date  on  which  distributions  are to be made on the
            Series F Preferred Units is not a Business Day (as defined  herein),
            then  payment  of the  distribution  to be made on such date will be
            made on the next  succeeding day that is a Business Day (and without
            any interest or other  payment in respect of any such delay)  except
            that, if such Business Day is in the next succeeding  calendar year,
            such payment  shall be made on the  immediately  preceding  Business
            Day,  in each case with the same force and effect as if made on such
            date.  Distributions  on September 30, 2000 and  thereafter  will be
            made to the holders of record of the Series F Preferred Units on the
            relevant record dates to be fixed by the Partnership  acting through
            the General  Partner,  which record dates shall be not less than ten
            (10) days and not more than thirty (30)  Business  Days prior to the
            relevant  Preferred  Unit  Distribution  Payment Date (the "Series F
            Preferred Unit Partnership Record Date").

                  (ii)  Limitation  on  Distributions.  No  distribution  on the
            Series F Preferred  Units shall be declared or paid or set apart for
            payment by the  Partnership at such time as the terms and provisions
            of any  agreement of the  Partnership  relating to its  indebtedness
            (other than any agreement with the holder of  Partnership  Interests
            or an Affiliate  thereof),  prohibits such  declaration,  payment or
            setting apart for payment or provide, that such declaration, payment
            or setting apart for payment would  constitute a breach thereof or a
            default thereunder, or if such declaration, payment or setting apart
            for payment shall be  restricted  or  prohibited by law.  Nothing in
            this Section  4.10(c)(ii) shall be deemed to modify or in any manner
            limit the provisions of Sections 4.10(c)(iii) or 4.10(c)(iv).

                  (iii) Distributions Cumulative.  Distributions on the Series F
            Preferred  Units will accrue whether or not the terms and provisions
            of  any  agreement  of  the  Partnership,  including  any  agreement
            relating  to its  indebtedness,  at any time  prohibit  the  current
            payment  of  distributions,  whether  or  not  the  Partnership  has
            earnings,  whether or not there are funds legally  available for the
            payment  of such of  such  distributions  and  whether  or not  such
            distributions  are authorized.  Accrued but unpaid  distributions on
            the  Series F  Preferred  Units will  accumulate  as of the Series F
            Preferred Unit Distribution  Payment Date on which they first become
            payable.   Distributions   on  account  of  arrears   for  any  past
            distribution  periods may be declared and paid at any time,  without
            reference to a regular Series F Preferred Unit Distribution  Payment
            Date to  holders of record of the  Series F  Preferred  Units on the
            record  date fixed by the  Partnership  acting  through  the General
            Partner which date shall be not less than ten (10) days and not more
            than  thirty  (30)   Business   Days  prior  to  the  payment  date.
            Accumulated and unpaid distributions will not bear interest.

                  (iv)  Priority as to Distributions.
                        ----------------------------

                        (A)  So  long  as  any  Series  F  Preferred  Units  are
                  outstanding,  no  distribution of cash or other property shall
                  be authorized,  declared,  paid or set apart for payment on or
                  with  respect  to any class or series  of  Junior  Units  with
                  respect to distributions, nor shall any cash or other property
                  be set aside for or applied  to the  purchase,  redemption  or
                  other  acquisition for consideration of any Series F Preferred
                  Units,   any   Parity   Preferred   Units   with   respect  to
                  distributions or any Junior Units,  unless,  in each case, all
                  distributions  accumulated on all Series F Preferred Units and
                  all classes and series of outstanding  Parity  Preferred Units
                  as to the  payment  of  distributions  have been paid in full.
                  Without limiting Section  4.10(f)(ii),  the foregoing sentence
                  will not prohibit (a)  distributions  payable solely in Junior
                  Units,  (b) the conversion of Junior Units or Parity Preferred
                  Units into Junior Units,  or (c) the redemption of Partnership
                  Interests  corresponding  to any  Series  F  Preferred  Stock,
                  Parity  Preferred Stock or Junior Stock to be purchased by the
                  General  Partner  pursuant  to  Article 5 of the  Articles  of
                  Incorporation  to preserve the General  Partner's  status as a
                  real estate  investment  trust,  provided that such redemption
                  shall  be upon the same  terms as the  corresponding  purchase
                  pursuant to Article 5 of the Articles of Incorporation.
<PAGE>

                        (B) So long as distributions  have not been paid in full
                  (or a sum sufficient for such full payment is not  irrevocably
                  deposited  in trust for  payment)  upon the Series F Preferred
                  Units, all distributions authorized and declared on the Series
                  F  Preferred  Units and all  classes or series of  outstanding
                  Parity Preferred Units as to distributions shall be authorized
                  and  declared so that the amount of  distributions  authorized
                  and  declared  per  Series F  Preferred  Unit  and such  other
                  classes or series of Parity Preferred Units shall in all cases
                  bear to each other the same ratio that  accrued  distributions
                  per Series F Preferred  Unit and such other  classes or series
                  of  Parity  Preferred  Units  (which  shall  not  include  any
                  accumulation  in  respect  of unpaid  distributions  for prior
                  distribution  periods  if  such  class  or  series  of  Parity
                  Preferred  Units do not have cumulative  distribution  rights)
                  bear to each other.

                  (v) No Further  Rights.  Holders of Series F  Preferred  Units
            shall not be entitled to any distributions, whether payable in cash,
            other  property  or  otherwise,  in  excess  of the full  cumulative
            distributions described herein.

            (d)   Liquidation Preference.
                  ----------------------

                  (i)  Payment  of  Liquidating  Distributions.  Subject  to the
            rights of holders of Parity  Preferred  Units with respect to rights
            upon  any  voluntary  or  involuntary  liquidation,  dissolution  or
            winding-up of the Partnership  and subject to Partnership  Interests
            ranking  senior to the  Series F  Preferred  Units  with  respect to
            rights upon any voluntary or involuntary liquidation, dissolution or
            winding-up  of the  Partnership,  the  holders of Series F Preferred
            Units  shall  be  entitled  to  receive  out  of the  assets  of the
            Partnership  legally  available  for  distribution  or the  proceeds
            thereof,  after payment or provision for debts and other liabilities
            of the  Partnership,  but before any payment or distributions of the
            assets  shall  be  made  to  holders  of  any  class  or  series  of
            Partnership  Interest  that ranks  junior to the Series F  Preferred
            Units as to rights upon  liquidation,  dissolution  or winding-up of
            the  Partnership,  an  amount  equal  to the  sum  of a  liquidation
            preference   equal  to  their  positive   Capital  Account  balances
            (including,   without   limitation,   any   accumulated  and  unpaid
            distributions,  whether or not  declared,  to the date of payment to
            the  extent  not  previously   credited  to  such  Capital   Account
            balances),  determined after taking into account all Capital Account
            adjustments  for the  Partnership  taxable  year  during  which  the
            liquidation  occurs  (other  than  those  made  as a  result  of the
            liquidating distribution set forth in this 4.10(d)(i)). In the event
            that, upon such voluntary or involuntary liquidation, dissolution or
            winding-up,  there are insufficient assets to permit full payment of
            liquidating distributions to the holders of Series F Preferred Units
            and any  Parity  Preferred  Units  as to  rights  upon  liquidation,
            dissolution  or  winding-up  of the  Partnership,  all  payments  of
            liquidating  distributions  on the Series F Preferred Units and such
            Parity  Preferred  Units  shall be made so that the  payments on the
            Series F Preferred  Units and such Parity  Preferred  Units shall in
            all cases  bear to each  other the same  ratio  that the  respective
            rights  of the  Series  F  Preferred  Units  and such  other  Parity
            Preferred Units (which shall not include any accumulation in respect
            of unpaid  distributions  for  prior  distribution  periods  if such
            Parity Preferred Units do not have cumulative  distribution  rights)
            upon liquidation,  dissolution or winding-up of the Partnership bear
            to each other.

                  (ii)  Notice.   Written   notice  of  any  such  voluntary  or
            involuntary   liquidation,   dissolution   or   winding-up   of  the
            Partnership,  stating the payment date or dates when,  and the place
            or places where,  the amounts  distributable  in such  circumstances
            shall be payable,  shall be given by (i) fax and (ii) by first class
            mail,  postage pre-paid,  not less than 30 and not more than 60 days
            prior to the payment date stated  therein,  to each record holder of
            the Series F Preferred  Units at the  respective  addresses  of such
            holders  as the same  shall  appear on the  transfer  records of the
            Partnership.

                  (iii) No Further  Rights.  After payment of the full amount of
            the  liquidating  distributions  to  which  they are  entitled,  the
            holders of Series F  Preferred  Units will have no right or claim to
            any of the remaining assets of the Partnership.

                  (iv) Consolidation,  Merger or Certain Other Transactions. The
            voluntary sale,  conveyance,  lease, exchange or transfer (for cash,
            shares  of  stock,  securities  or  other  consideration)  of all or
            substantially  all of the property or assets of the General  Partner
            to, or the consolidation or merger or other business  combination of
            the Partnership with or into, any corporation, trust or other entity
            (or of any  corporation,  trust  or  other  entity  with or into the
            Partnership)  shall  not be  deemed  to  constitute  a  liquidation,
            dissolution or winding-up of the Partnership.
<PAGE>

            (e)   Optional Redemption.

                  (i) Right of Optional Redemption. The Series F Preferred Units
            may not be redeemed  prior to the fifth  anniversary of the issuance
            date. On or after such date, the Partnership shall have the right to
            redeem the Series F  Preferred  Units,  in whole or in part,  at any
            time or from  time to time,  upon not less  than 30 nor more than 60
            days' written notice, at a redemption price,  payable in cash, equal
            to the Capital  Account  balance of the holder of Series F Preferred
            Units (the "Series F Redemption Price"); provided,  however, that no
            redemption  pursuant to this Section 4.10(e)(i) will be permitted if
            the Series F Redemption  Price does not equal or exceed the original
            Capital  Contribution  of such holder plus the  cumulative  Series F
            Priority Return,  whether or not declared, to the redemption date to
            the  extent  not  previously   distributed  or  distributed  on  the
            redemption date pursuant to Section 4.10(c)(i). If fewer than all of
            the  outstanding  Series F Preferred  Units are to be redeemed,  the
            Series F Preferred  Units to be redeemed  shall be selected pro rata
            (as nearly as practicable without creating fractional units).

                  (ii)  Limitation on Redemption.
                        ------------------------

                        (A) The  Series  F  Redemption  Price  (other  than  the
                  portion   thereof   consisting  of   accumulated   but  unpaid
                  distributions) will be payable solely out of the sale proceeds
                  of  capital  stock  of the  General  Partner,  which  will  be
                  contributed  by the  General  Partner  to the  Partnership  as
                  additional capital contribution, or out of the sale of limited
                  partner interests in the Partnership and from no other source.
                  For purposes of the preceding sentence,  "capital stock" means
                  any equity  securities  (including  Common Stock and Preferred
                  Stock  (as  such  terms  are   defined  in  the   Articles  of
                  Incorporation)),  shares,  participation  or  other  ownership
                  interests (however designated) and any rights (other than debt
                  securities   convertible   into  or  exchangeable  for  equity
                  securities) or options to purchase any of the foregoing.

                        (B) The Partnership may not redeem fewer than all of the
                  outstanding  Series F Preferred  Units unless all  accumulated
                  and  unpaid  distributions  have  been  paid on all  Series  F
                  Preferred  Units  for  all  quarterly   distribution   periods
                  terminating on or prior to the date of redemption.
                  (iii) Procedures for Redemption.
                        -------------------------

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

                        (B) If the  Partnership  gives a notice of redemption in
                  respect of Series F  Preferred  Units  (which  notice  will be
                  irrevocable)  then, by 12:00 noon,  New York City time, on the
                  redemption date, the Partnership  will deposit  irrevocably in
                  trust for the  benefit of the Series F  Preferred  Units being
                  redeemed  funds  sufficient  to pay the  applicable  Series  F
                  Redemption  Price and will give  irrevocable  instructions and
                  authority to pay such Series F Redemption Price to the holders
                  of the Series F Preferred Units upon surrender of the Series F
                  Preferred Units by such holders at the place designated in the
                  notice of  redemption.  If the  Series F  Preferred  Units are
                  evidenced  by a  certificate  and if fewer  than all  Series F
                  Preferred   Units  evidenced  by  any  certificate  are  being
                  redeemed,  a new certificate shall be issued upon surrender of

<PAGE>

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

            (f)   Voting Rights.
                  -------------

                  (i) General.  Holders of the Series F Preferred Units will not
            have any voting  rights or right to consent to any matter  requiring
            the consent or approval of the Limited Partners, except as otherwise
            expressly set forth in the  Partnership  Agreement and except as set
            forth below.

                  (ii) Certain Voting Rights.  So long as any Series F Preferred
            Units remain  outstanding,  the Partnership  shall not,  without the
            affirmative vote of the holders of at least two-thirds of the Series
            F Preferred  Units  outstanding at the time (i) authorize or create,
            or increase the  authorized or issued amount of, any class or series
            of  Partnership  Interests  ranking  prior to the Series F Preferred
            Units  with  respect  to payment  of  distributions  or rights  upon
            liquidation, dissolution or winding-up or create, authorize or issue
            any obligations or security convertible into or evidencing the right
            to  purchase  any such  Partnership  Interests,  (ii)  authorize  or
            create,  or increase the  authorized  or issued amount of any Parity
            Preferred  Units  or  reclassify  any  Partnership  Interest  of the
            Partnership into any such Partnership Interest or create,  authorize
            or issue any obligations or security  convertible into or evidencing
            the right to purchase any such Partnership Interests but only to the
            extent such Parity Preferred Units are issued to an affiliate of the
            Partnership,  other  than  to  (1)  Security  Capital  U.S.  Realty,
            Security Capital Holdings,  S.A. or their Affiliates (if issued upon
            arm's length terms in the good faith  determination  of the board of
            directors of the General Partner), or (2) the General Partner to the
            extent  the  issuance  of such  interests  was to allow the  General
            Partner to issue  corresponding  preferred  stock to persons who are
            not affiliates of the Partnership;  or (iii) (A) consolidate,  merge
            into or with, or convey,  transfer or lease its assets substantially
            as an entirety  to, any  corporation  or other  entity or (B) amend,
            alter or repeal the provisions of the Partnership Agreement, whether
            by  merger,  consolidation  or  otherwise,  in a manner  that  would
            materially  and  adversely   affect  the  powers,   special  rights,
            preferences,  privileges  or voting  power of the Series F Preferred
            Units or the holders thereof;  provided,  however, that with respect
            to a  merger,  consolidation  or a  sale  or  lease  of  all  of the
            Partnership's assets as an entirety,  so long as (a) the Partnership
            is the  surviving  entity and the Series F  Preferred  Units  remain
            outstanding with the terms thereof unchanged,  or (b) the resulting,
            surviving or transferee  entity is a partnership,  limited liability
            company or other pass-through entity organized under the laws of any
            state  and  substitutes  for the  Series  F  Preferred  Units  other
            interests  in such entity  having  substantially  the same terms and
            rights as the Series F Preferred  Units,  including  with respect to
            distributions,   voting   rights   and  rights   upon   liquidation,
            dissolution  or  winding-up,  then the  occurrence of any such event
            shall not be deemed to materially and adversely  affect such rights,
            privileges or voting powers of the holders of the Series F Preferred
            Units and no vote of the Series F Preferred  Units shall be required
            in such case;  and provided  further that any increase in the amount
            of  Partnership  Interests  or the creation or issuance of any other
            class or series of Partnership  Interests,  in each case ranking (a)
            junior to the Series F  Preferred  Units with  respect to payment of
            distributions  and the  distribution  of  assets  upon  liquidation,
            dissolution  or  winding-up,  or (b) on a  parity  to the  Series  F
            Preferred  Units with  respect to  payment of  distributions  or the
            distribution of assets upon  liquidation,  dissolution or winding-up

<PAGE>

            to the  extent  such  Partnership  Interest  are  not  issued  to an
            affiliate of the  Partnership,  other than (A) Security Capital U.S.
            Realty,  Security  Capital  Holdings,  S.A. or their  Affiliates (if
            issued upon arm's  length terms in the good faith  determination  of
            the board of directors of the General  Partner),  or (B) the General
            Partner to the extent the  issuance of such  interests  was to allow
            the  General  Partner  to  issue  corresponding  preferred  stock to
            persons  who are not  affiliates  of the  Partnership,  shall not be
            deemed to materially and adversely affect such rights,  preferences,
            privileges  or voting  powers and no vote of the Series F  Preferred
            Units shall be required in such case.

            (g)   Exchange Rights.
                  ---------------

                  (i)   Right to Exchange.
                        -----------------

                        (A) Series F  Preferred  Units will be  exchangeable  in
                  whole or in part at anytime on or after the tenth  anniversary
                  of the date of issuance, at the option of the holders thereof,
                  for authorized but previously  unissued shares of 8.75% Series
                  F Cumulative Redeemable Preferred Stock of the General Partner
                  (the  "Series F Preferred  Stock") at an exchange  rate of one
                  share of Series F  Preferred  Stock for one Series F Preferred
                  Unit,  subject to adjustment as described below (the "Series F
                  Exchange  Price"),  provided that the Series F Preferred Units
                  will become  exchangeable at any time, in whole or in part, at
                  the  option of the  holders  of Series F  Preferred  Units for
                  Series F Preferred Stock if (y) at any time full distributions
                  shall not have been made on the applicable  Series F Preferred
                  Unit Distribution  Payment Date on any Series F Preferred Unit
                  with respect to six (6) prior quarterly  distribution periods,
                  whether  or  not  consecutive,   provided,   however,  that  a
                  distribution  in respect of Series F Preferred  Units shall be
                  considered  timely made if made within two (2)  Business  Days
                  after the  applicable  Series F  Preferred  Unit  Distribution
                  Payment Date if at the time of such late  payment  there shall
                  not be any prior quarterly  distribution periods in respect of
                  which full  distributions were made more than two (2) Business
                  Days after the applicable Series F Preferred Unit Distribution
                  Payment  Date or (z) upon  receipt  by a holder or  holders of
                  Series F  Preferred  Units  of (A)  notice  from  the  General
                  Partner  that  the  General  Partner  or a  Subsidiary  of the
                  General  Partner has taken the position  that the  Partnership
                  is, or upon the occurrence of a defined event in the immediate
                  future  will  be,  a PTP and  (B) an  opinion  rendered  by an
                  outside  nationally  recognized  independent  counsel familiar
                  with such matters addressed to a holder or holders of Series F
                  Preferred Units, that the Partnership is or likely is, or upon
                  the occurrence of a defined event in the immediate future will
                  be or  likely  will  be,  a PTP.  In  addition,  the  Series F
                  Preferred Units may be exchanged for Series F Preferred Stock,
                  in whole or in part,  at the option of any holder prior to the
                  tenth  anniversary  of the  issuance  date and after the third
                  anniversary  thereof  if such  holder of a Series F  Preferred
                  Unit shall deliver to the General Partner either (i) a private
                  ruling  letter  addressed to such holder of Series F Preferred
                  Units or (ii) an opinion  of  independent  counsel  reasonably
                  acceptable  to the General  Partner  based on the enactment of
                  temporary or final Treasury  Regulations or the publication of
                  a  Revenue  Ruling,  in  either  case  to the  effect  that an
                  exchange of the Series F Preferred  Units at such earlier time
                  would not cause the Series F Preferred  Units to be considered
                  "stock and securities" within the meaning of section 351(e) of
                  the Code for  purposes  of  determining  whether the holder of
                  such Series F Preferred Units is an "investment company" under
                  section 721(b) of the Code if an exchange is permitted at such
                  earlier date. Furthermore, the Series F Preferred Units may be
                  exchanged in whole but not in part by any holder thereof which
                  is a real  estate  investment  trust  within  the  meaning  of
                  Sections  856  through  859 of the Code for Series F Preferred
                  Stock (but only if the  exchange in whole may be  accomplished
                  consistently  with the ownership  limitations  set forth under
                  Article  5 of  the  Articles  of  Incorporation  (taking  into
                  account exceptions thereto) if at any time (i) the Partnership
                  reasonably  determines  that  the  assets  and  income  of the
                  Partnership  for a taxable  year after 2001 would not  satisfy
                  the  income and  assets  tests of Section  856 of the Code for
                  such  taxable  year  if the  Partnership  were  a real  estate
                  investment  trust  within the  meaning of the Code or (ii) any
                  such holder of Series F Preferred  Units shall  deliver to the
                  Partnership  and the General Partner an opinion of independent
                  counsel  reasonably  acceptable to the General  Partner to the

<PAGE>

                  effect that, based on the assets and income of the Partnership
                  for a taxable  year  after  2001,  the  Partnership  would not
                  satisfy the income and assets tests of Section 856 of the Code
                  for such  taxable year if the  Partnership  were a real estate
                  investment  trust within the meaning of the Code and that such
                  failure  would create a  meaningful  risk that a holder of the
                  Series F Preferred Units would fail to maintain  qualification
                  as a real estate investment trust.  Furthermore,  the Series F
                  Preferred  Units  may be  exchanged  in  whole  or in part for
                  Series F Preferred Stock at any time after the date hereof, if
                  both (1) the  holder  thereof  concludes  based on  results or
                  projected results that there exits (in the reasonable judgment
                  of the  holder)  an  imminent  and  substantial  risk that the
                  holder's  interest in the  Partnership  does or will represent
                  more than 19.5% of the total  profits or capital  interests in
                  the  Partnership   (determined  in  accordance  with  Treasury
                  Regulations Section 1.731-2(e)(4)) for a taxable year, and (2)
                  the  holder  delivers  to the  General  Partner  an opinion of
                  nationally  recognized  independent counsel to the effect that
                  there is an imminent  and  substantial  risk that the holder's
                  interest in the  Partnership  does or will represent more than
                  19.5%  of  the  total  profits  or  capital  interests  in the
                  Partnership    (determined   in   accordance   with   Treasury
                  Regulations Section 1.731-2(e)(4)) for a taxable year.

                        (B)  Notwithstanding  anything to the contrary set forth
                  in Section  4.10(g)(i)(A),  if an Series F Exchange Notice (as
                  defined  herein) has been  delivered  to the General  Partner,
                  then the General  Partner may, at its option,  elect to redeem
                  or cause the  Partnership  to redeem  all or a portion  of the
                  outstanding  Series F  Preferred  Units  for cash in an amount
                  equal  to the  original  Capital  Contribution  per  Series  F
                  Preferred  Unit  and  all  accrued  and  unpaid  distributions
                  thereon to the date of  redemption.  The  General  Partner may
                  exercise its option to redeem the Series F Preferred Units for
                  cash  pursuant to this  Section  4.10(g)(i)(B)  by giving each
                  holder of record of  Series F  Preferred  Units  notice of its
                  election  to redeem for cash,  within five (5)  Business  Days
                  after receipt of the Series F Exchange Notice, by (i) fax, and
                  (ii)  registered  mail,  postage  paid, at the address of each
                  holder as it may  appear  on the  records  of the  Partnership
                  stating (i) the redemption  date, which shall be no later than
                  sixty (60) days following the receipt of the Series F Exchange
                  Notice,  (ii) the redemption price,  (iii) the place or places
                  where the Series F Preferred  Units are to be surrendered  for
                  payment of the redemption  price,  (iv) that  distributions on
                  the  Series F  Preferred  Units  will  cease to accrue on such
                  redemption date; (v) that payment of the redemption price will
                  be made  upon  presentation  and  surrender  of the  Series  F
                  Preferred  Units  and (vi) the  aggregate  number  of Series F
                  Preferred  Units to be redeemed,  and if fewer than all of the
                  outstanding  Series F Preferred Units are to be redeemed,  the
                  number of Series F Preferred Units to be redeemed held by such
                  holder,  which number shall equal such holder's pro-rata share
                  (based  on  the   percentage  of  the   aggregate   number  of
                  outstanding  Series F  Preferred  Units  the  total  number of
                  Series F Preferred  Units held by such holder  represents)  of
                  the  aggregate  number  of  Series  F  Preferred  Units  being
                  redeemed.

                        (C)  Upon the  occurrence  of an  event  giving  rise to
                  exchange  rights  pursuant  to Section  4.10(g)(i)(A),  in the
                  event an  exchange  of all or a portion of Series F  Preferred
                  Units  pursuant  to Section  4.10(g)(i)(A)  would  violate the
                  provisions on ownership  limitation of the General Partner set
                  forth in  Article  5 of the  Articles  of  Incorporation,  the
                  General  Partner  shall give  written  notice  thereof to each
                  holder of record of Series F Preferred Units,  within five (5)
                  Business  Days  following  receipt  of the  Series F  Exchange
                  Notice, by (i) fax, and (ii) registered mail, postage prepaid,
                  at the address of each such holder set forth in the records of
                  the  Partnership.  In such  event,  each  holder  of  Series F
                  Preferred Units shall be entitled to exchange, pursuant to the
                  provision  of  Section   4.10(g)(ii)  a  number  of  Series  F
                  Preferred  Units which would comply with the provisions on the
                  ownership  limitation of the General Partner set forth in such
                  Article 5 of the  Articles of  Incorporation  and any Series F
                  Preferred Units not so exchanged (the "Series F Excess Units")
                  shall be  redeemed  by the  Partnership  for cash in an amount
                  equal to the original Capital Contribution per Series F Excess
                  Unit,  plus any  accrued  and  unpaid  distributions  thereon,
                  whether  or not  declared,  to the  date  of  redemption.  The
                  written  notice of the  General  Partner  shall  state (i) the
                  number of Series F Excess Units held by such holder,  (ii) the
                  redemption price of the Series F Excess Units,  (iii) the date
                  on which such Series F Excess Units shall be  redeemed,  which
                  date  shall be no later than  sixty  (60) days  following  the
                  receipt  of the Series F  Exchange  Notice,  (iv) the place or

<PAGE>

                  places where such Series F Excess Units are to be  surrendered
                  for  payment  of the  Series F  Redemption  Price,  (iv)  that
                  distributions  on the  Series F  Excess  Units  will  cease to
                  accrue on such  redemption  date,  and (v) that payment of the
                  redemption price will be made upon  presentation and surrender
                  of such Series F Excess Units.  In the event an exchange would
                  result  in  Series  F Excess  Units,  as a  condition  to such
                  exchange,   each  holder  of  such  units  agrees  to  provide
                  representations  and  covenants  reasonably  requested  by the
                  General Partner  relating to (i) the widely held nature of the
                  interests  in such  holder,  sufficient  to assure the General
                  Partner  that the  holder's  ownership of stock of the General
                  Partner  (without regard to the limits  described  above) will
                  not cause any individual to own in excess of 9.8% of the stock
                  of the General Partner; and (ii) to the extent such holder can
                  so represent and covenant without  obtaining  information from
                  its  owners,   the  holder's   ownership  of  tenants  of  the
                  Partnership and its affiliates.

                        (D) The redemption of Series F Preferred Units described
                  in  Section  4.10(g)(i)(B)  and (C)  shall be  subject  to the
                  provisions    of   Section    4.10(e)(ii)(A)    and    Section
                  4.10(e)(iii)(B);  provided,  however, that for purposes hereof
                  the term  "Redemption  Price" in Sections  4.10(e)(ii)(A)  and
                  4.10(e)(iii)(B)  shall  be read to mean the  original  Capital
                  Contribution  per Series F Preferred  Unit being redeemed plus
                  all accrued and unpaid distributions to the redemption date.

                  (ii)  Procedure for Exchange.
                        ----------------------

                        (A) Any exchange shall be exercised pursuant to a notice
                  of exchange (the "Series F Exchange Notice")  delivered to the
                  General  Partner by the holder who is exercising such exchange
                  right, by (i) fax and (ii) by certified mail postage  prepaid.
                  Upon request of the General  Partner,  such holder  delivering
                  the  Series F Exchange  Notice  shall  provide to the  General
                  Partner in writing such information as the General Partner may
                  reasonably  request to  determine  whether  any portion of the
                  exchange by the delivering holder will result in the violation
                  of  the   restrictions   of  Article  5  of  the  Articles  of
                  Incorporation,  including the Ownership  Limit and the Related
                  Tenant Limit.  The exchange of Series F Preferred  Units, or a
                  specified  portion  thereof,  may be effected  after the fifth
                  (5th) Business Days following  receipt by the General  Partner
                  of the Series F Exchange Notice and such requested information
                  by delivering certificates, if any, representing such Series F
                  Preferred Units to be exchanged  together with, if applicable,
                  written  notice of exchange  and a proper  assignment  of such
                  Series F Preferred  Units to the office of the General Partner
                  maintained  for such  purpose.  Currently,  such office is 121
                  West Forsyth Street, Suite 200,  Jacksonville,  Florida 32202.
                  Each exchange will be deemed to have been effected immediately
                  prior to the  close  of  business  on the  date on which  such
                  Series F Preferred  Units to be exchanged  (together  with all
                  required documentation) shall have been surrendered and notice
                  shall have been  received by the General  Partner as aforesaid
                  and the Series F  Exchange  Price  shall  have been paid.  Any
                  Series F  Preferred  Stock  issued  pursuant  to this  Section
                  4.10(g)   shall  be   delivered   as  shares  which  are  duly
                  authorized, validly issued, fully paid and nonassessable, free
                  of pledge,  lien,  encumbrance or restriction other than those
                  provided in the Articles of  Incorporation,  the Bylaws of the
                  General  Partner,   the  Securities  Act  and  relevant  state
                  securities or blue sky laws.

                        (B) In the event of an  exchange  of Series F  Preferred
                  Units for shares of Series F Preferred  Stock, an amount equal
                  to the  accrued  and unpaid  distributions  which are not paid
                  pursuant to Section 4(a) hereof,  whether or not declared,  to
                  the date of exchange on any Series F Preferred  Units tendered
                  for  exchange  shall (i) accrue and be payable by the  General
                  Partner  from and after the date of  exchange on the shares of
                  the  Series  F  Preferred  Stock  into  which  such  Series  F
                  Preferred Units are exchanged,  and (ii) continue to accrue on
                  such Series F Preferred Units,  which shall remain outstanding
                  following  such  exchange,  with the  General  Partner  as the
                  holder  of such  Series  F  Preferred  Units.  Notwithstanding
                  anything to the contrary set forth herein, in no event shall a
                  holder of a Series F Preferred Unit that was validly exchanged
                  into Series F Preferred  Stock pursuant to this section (other
                  than the General  Partner now holding  such Series F Preferred
                  Unit), receive a distribution out of Available Cash or Capital
                  Transaction  Proceeds of the  Partnership  with respect to any
                  Series F Preferred Units so exchanged.


<PAGE>

                        (C)  Fractional  shares of Series F Preferred  Stock are
                  not to be issued  upon  exchange  but,  in lieu  thereof,  the
                  General Partner will pay a cash adjustment based upon the fair
                  market value of the Series F Preferred  Stock on the day prior
                  to the exchange  date as determined in good faith by the Board
                  of Directors of the General Partner.

                  (iii) Adjustment of Exchange Price.
                        ----------------------------

                        (A) The Series F Exchange Price is subject to adjustment
                  upon certain events, including, (i) subdivisions, combinations
                  and reclassification of the Series F Preferred Stock, and (ii)
                  distributions  to all holders of Series F  Preferred  Stock of
                  evidences  of  indebtedness  of the General  Partner or assets
                  (including    securities,    but   excluding   dividends   and
                  distributions  paid in cash out of equity applicable to Series
                  F Preferred Stock).

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

                        (C)  So  long  as a  Preferred  Partner  or  any  of its
                  permitted  successors  or assigns holds any Series F Preferred
                  Units as the case  may be,  the  General  Partner  shall  not,
                  without  the  affirmative  vote  of the  holders  of at  least
                  two-thirds  of the Series F  Preferred  Units  (excluding  any
                  Series F Preferred Units surrendered to the General Partner in
                  exchange for Series F Preferred  Stock) and Series F Preferred
                  Stock  (voting  together  as a class on the basis of number of
                  shares into which Series F Preferred  Units are  exchangeable)
                  outstanding at the time: (a) designate or create,  or increase
                  the  authorized  or issued  amount  of, any class or series of
                  shares  ranking  senior to the Series F  Preferred  Stock with
                  respect  to  the  payment  of  distributions  or  rights  upon
                  liquidation,  dissolution  or  winding-up  or  reclassify  any
                  authorized shares of the General Partner into any such shares,
                  or create,  authorize or issue any  obligations  or securities
                  convertible  into or evidencing the right to purchase any such
                  shares; (b) designate or create, or increase the authorized or
                  issued amount of, any Parity Preferred Stock or reclassify any
                  authorized shares of the General Partner into any such shares,
                  or create,  authorize  or issue any  obligations  or  security
                  convertible  into or evidencing the right to purchase any such
                  shares,  but only to the  extent  that such  Parity  Preferred
                  Stock are issued to an Affiliate of the General  Partner other
                  than  (A)  Security  Capital  U.S.  Realty,  Security  Capital
                  Holdings,  S.A. or their affiliates (if issued on arm's length
                  terms  in  the  good  faith  determination  of  the  board  of
                  directors of the General Partner),  or (B) the General Partner
                  to the extent the issuance of such  interests was to allow the
                  General Partner to issue corresponding  preferred stock in the
                  same  transaction  to persons  who are not  affiliates  of the
                  Partnership;  (c) amend, alter or repeal the provisions of the
                  Charter or bylaws of the General  Partner,  whether by merger,
                  consolidation   or  otherwise,   that  would   materially  and
                  adversely  affect the  powers,  special  rights,  preferences,
                  privileges or voting power of the Series F Preferred  Stock or
                  the holders thereof;  provided,  however, that any increase in
                  the amount of  authorized  Preferred  Stock or the creation or
                  issuance of any other series or class of Preferred  Stock,  or
                  any increase in the amount of authorized  shares of each class
                  or  series,  in each case  ranking  either  (1)  junior to the
                  Series F  Preferred  Stock  with  respect  to the  payment  of
                  distributions or the distribution of assets upon  liquidation,
                  dissolution or winding-up,  or (2) on a parity with the Series
                  F Preferred Stock with respect to the payment of distributions
                  or the distribution of assets upon liquidation, dissolution or
                  winding-up to the extent such  Preferred  Stock are not issued

<PAGE>

                  to an Affiliate of the General Partner other than (A) Security
                  Capital U.S. Realty,  Security Capital Holdings, S.A. or their
                  affiliates  if issued on arm's  length terms in the good faith
                  determination  of  the  board  of  directors  of  the  General
                  Partner,  or (B) General Partner to the extent the issuance of
                  such  interests  was to allow  the  General  Partner  to issue
                  corresponding   preferred   stock  to  persons   who  are  not
                  affiliates  of  the  Partnership,   shall  not  be  deemed  to
                  materially  and  adversely  affect such  rights,  preferences,
                  privileges or voting powers.

            (h) No  Conversion  Rights.  The  holders of the Series F  Preferred
      Units shall not have any rights to convert  such shares into shares of any
      other  class  or  series  of stock or into any  other  securities  of,  or
      interest in, the Partnership.

(i)   No Sinking Fund.  No sinking fund shall be established for the retirement
      or redemption of Series F Preferred Units."

      Section 5. Article 7 -  Management  and  Operating  of  Business.  Section
7.1(h) is hereby  amended by inserting the words " and Series F Priority  Return
and" before the words "Priority Distribution Amount" therein.

      Section 6. Article 8 - Rights and Obligations of Limited Partner.  Section
8.4 is hereby amended by inserting the words "and Section 4.10," after the words
"Section 4.8".

      Section 7.  Article 11 - Transfers and Withdrawals.

            (a) Section  11.2(b) is hereby  amended by inserting  the words "and
      Section 4.10(f)" after the words "4.8(f)" in the first sentence thereof.

            (b)  The  Series  F  Preferred  Partner  may,  subject  to  Sections
      11.3(b)-(n),  assign its Units to any Person,  and any such assignee shall
      be admitted as a Substituted Limited Partner.

           (c)   The following is inserted as a new Section 11.3(n):

                  "(k) Transfers by Series F Preferred  Partner.  In addition to
            the other  restrictions  on transfer  set forth in this  Article 11,
            which apply to Series F Preferred Units, no transfer of the Series F
            Preferred  Units may be made  without  the  consent  of the  General
            Partner,  which  consent  may be given or  withheld  in its sole and
            absolute discretion, if such transfer would result in more than four
            partners holding all outstanding Series F Preferred Units within the
            meaning of Regulation Section  1.7704-1(h)(3) "; provided,  however,
            that the General Partner shall not unreasonably withhold its consent
            to a waiver of the  limitations set forth in this Section 11.3(n) if
            the  Partnership  is (1) relying on a provision  other than Treasury
            Regulation   Section   1.7704-1(h)   to  avoid   classification   of
            Partnership as a PTP or (2) a PTP."

      Section 8.  Article 13 - Dissolution and Liquidation.

            (a)  Clause  (iii) of  Section  13.2(a)  is hereby  deleted  and the
      following inserted in lieu thereof:

            "(iii) Third,  one hundred  percent  (100%) to the Parity  Preferred
            Units in accordance with Sections 4.5(d),  4.6(d),  4.7(d),  4.8(d),
            4.9(d) and 4.10(d)."

            (b) The  words  "and  Section  4.10  with  respect  to the  Series F
      Preferred  Units" is hereby  inserted  after the words  "Section  4.5 with
      respect to the Series A Preferred Units" in Section 13.6.

      Section 9.  Article 14 - Amendment  of  Partnership  Agreement;  Meetings.
Sections 14.1(a),  14.1(c) and 14.1(d) are hereby amended by inserting the words
"and 4.10(f)(ii)" after each reference to "4.5(f)(ii)" therein.

      Section 10. Miscellaneous.
                  -------------

            (a)  Notwithstanding  anything to the contrary  contained in Section
      8.6 of the  Partnership  Agreement,  in no event  shall the  rights of the
      holders  of the  Series F  Preferred  Units set forth in Section 4 of this
      Amendment be subordinate to the Redemption Rights set forth in Section 8.6
      of the Partnership Agreement.

            (b) The Partnership  and the General  Partner  represent and warrant
      that  the  issuance  of the  Series F  Preferred  Units  pursuant  to this
      Amendment is permitted pursuant to Section 4.2(b)(i).

            (c) The  Partnership  and General  Partner (i) represent and warrant
      that,  except as disclosed on Schedule 1 attached  hereto,  no  Redemption
      Rights  contemplated  in Section 8.6 require  the  Partnership  or General
      Partner  to pay cash in lieu of the  Share  Amount in  exchange  for Units
      (other than at the  election of the  Partnership  or General  Partner) and
      (ii) covenant and agree not to grant,  without the consent of the Series A
      Preferred Partners and Series F Preferred  Partner,  any Redemption Rights
      requiring the  Partnership  or General  Partner to pay cash in lieu of the
      Share  Amount in exchange  for Units  (other  than at the  election of the
      Partnership or General  Partner)  except (i) redemption  rights assumed by
      Partnership or General  Partner in connection  with the  acquisition of an
      existing operating  partnership and (ii) redemption rights as to less than
      5% of the Common  Units  arising  from a tender  offer by the  Partnership
      intended to reduce the number of partners of the  Partnership,  unless (i)
      the cash used to  effectuate  any such cash  redemption is raised from the
      issuance of Common Stock of the General Partner issued for such purpose or
      (ii) the  Partnership  shall  allow the  holders of the Series A Preferred
      Units and Series F Preferred  Units to redeem their Units for the Series A
      Redemption Price and Series F Redemption Price, respectively,  immediately
      prior to the time of such other redemption.

      Section 11. Fourth Amended and Restated Agreement of Limited  Partnership.
The form of Fourth Amended and Restated  Agreement of Limited  Partnership  (the
"Restated  Form")  attached to the  Partnership  Agreement is hereby  amended to
conform to the  amendments  set forth in this  Amendment,  all of which shall be
deemed  incorporated  in said Fourth  Amended and Restated  Agreement of Limited
Partnership (the "Restated Agreement") upon the effectiveness thereof (with such
conforming  changes as may be necessary  to give  substantive  effect  thereto).
Additionally,  the Restated  Agreement  Form and,  upon its  effectiveness,  the
Restated Agreement are hereby amended as follows:

            (a) Section  4.2(b)(i)(A)  is hereby  amended by inserting the words
      "and Section  4.10(f)(ii)" after the words "subject to Sections 4.5(f)(ii)
      and 4.8(f)(ii)," at the beginning of clause (ii);

            (b) Section  4.2(b)(i)(B)  is hereby  amended by inserting the words
      "and Section  4.10(f)(ii)"  after the words "and Sections  4.5(f)(ii)  and
      4.8(f)(ii)  after the reference to "Section  14.1(g)(ii)"  in clause (ii);
      and

  (c)   Section 14.1(g) is hereby amended by inserting the following at the end
      thereof:

            "Nothing  contained  in Section  14(g)  shall be deemed to modify or
            affect  the  rights,  preferences  and  priorities  of the  Series F
            Preferred Partner as to distributions and allocations."

      Section  12.  Reaffirmation.  Except  as  modified  herein,  all terms and
conditions of the  Partnership  Agreement shall remain in full force and effect,
which terms and conditions the General Partner hereby ratifies and affirms.



                        (SPACE LEFT INTENTIONALLY BLANK)



<PAGE>


      IN WITNESS WHEREOF,  this Amendment has been executed as of the date first
above written.


                                 GENERAL PARTNER

                                    REGENCY REALTY CORPORATION


                                    By:
                                      Name:
                                     Title:


                                 LIMITED PARTNER

                                    MONTEBELLO REALTY CORP.


                                    By:
                                      Name:
                                     Title:




<PAGE>


                                   SCHEDULE 1



                                      None.