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                                                                   Exhibit 10.13


                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is
made and entered into as of October ___, 2001, by and between PAN PACIFIC RETAIL
PROPERTIES, INC., a Maryland corporation (the "Company"), and JEFFREY S.
STAUFFER ("Executive").

                                    RECITALS

        A.  The Company and Executive entered into that certain Employment
            Agreement (the "Original Agreement") dated as of August 13, 1997
            ("Date of Initial Employment").

        B.  The Company and Executive entered into that certain Amended and
            Restated Employment Agreement dated as of August 14, 2000.

        C.  The Company and Executive wish to amend and restate the Employment
            Agreement to further reflect certain matters described herein.

                                    AGREEMENT

1. EMPLOYMENT

        The Company hereby employs Executive and Executive hereby accepts
employment upon the terms and conditions set forth below.

2. TERM AND RENEWAL

        2.1 Term. The term of this Agreement shall commence on October __, 2001
(the "Effective Date"), and shall continue for three years from the Effective
Date (the "Original Employment Term"), on the terms and conditions set forth
below, unless sooner terminated as provided in Section 5.

        2.2 Extension. Following the expiration of the Original Employment Term
and provided that this Agreement has not been terminated pursuant to Section 5,
and every year thereafter, the Agreement shall be automatically renewed for an
additional 12 month period, effective on each anniversary date of the Effective
Date.

3. COMPENSATION

        3.1 Base Compensation. For the services to be rendered by Executive
under this Agreement, Executive shall be entitled to receive an initial annual
base compensation ("Base Compensation") of $250,000, payable in substantially
equal semi-monthly installments. Thereafter, the Base Compensation shall be
reviewed and adjusted annually as determined by the Compensation Committee (the
"Compensation Committee") of the Board of Directors (the "Board") of the
Company.

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        3.2 Bonus Compensation. The Compensation Committee shall review
Executive's performance at least annually during each year of the Original
Employment Term and during any periods of automatic extension of this Agreement
pursuant to Section 2.2 and cause the Company to award Executive a cash bonus
which the Compensation Committee shall reasonably determine as fairly
compensating and rewarding Executive for services rendered to the Company and/or
as an incentive for continued service to the Company. The amount of such cash
bonus shall be determined in the sole and absolute discretion of the
Compensation Committee and shall be dependent on, among other things, the
achievement of certain performance levels by the Company, including, without
limitation, growth in funds from operations, and Executive's performance and
contribution to increasing the funds from operations.

        3.3 Benefits.

                (a) Medical Insurance. The Company shall provide to Executive
and Executive's spouse and children, at its sole cost, such health, dental and
optical insurance as the Company may from time to time make available to its
other executive employees.

                (b) Life and Disability Insurance. The Company shall provide
Executive such disability and life insurance as the Company in its sole
discretion may from time to time make available to its other executive
employees.

                (c) Pension Plans, Etc. Executive shall be entitled to
participate in all pension, 401(k) and other employee plans and benefits
established by the Company on at least the same terms as the Company's other
executive employees.

        3.4 Automobile Allowance. The Company shall provide Executive with an
automobile allowance of $750.00 per month during the term of Executive's
employment with the Company.

        3.5 Vacation. Executive shall be entitled to four vacation weeks (20
business days) in each calendar year, subject to and on a basis consistent with
Company policy. In addition, Executive shall be entitled to all Company
holidays.

4. POSITION AND DUTIES

        4.1 Position. Executive shall serve as Executive Vice President and
Chief Operating Officer. The Company agrees that the duties that may be assigned
Executive shall be the usual and customary duties of the offices of Executive
Vice President and Chief Operating Officer. Executive shall have such executive
power and authority as shall reasonably be required to enable Executive to
discharge the duties of such offices. At the Company's request, Executive may,
at Executive's discretion, serve the Company and its respective subsidiaries in
other offices and capacities in addition to the foregoing, but shall not be
required to do so. In the event the Company and Executive mutually agree that
Executive shall terminate Executive's service in any one or more of the
aforementioned capacities, or Executive's service in one or more of the
aforementioned capacities is terminated, Executive's compensation, as specified
in this Agreement, shall not be diminished or reduced in any manner.


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        4.2 Devotion of Time and Effort. Executive shall use Executive's good
faith best efforts and judgment in performing Executive's duties as required
hereunder and to act in the best interests of the Company. Executive shall
devote substantially all of his business time and attention to the performance
of services of the Company in his capacity as an officer thereof and as may
reasonably be requested by the Board.

        4.3 Other Activities. Executive may engage in other activities for
Executive's own account while employed hereunder, including, without limitation,
charitable, community and other business activities, provided that such other
activities do not materially interfere with the performance of Executive's
duties hereunder.

        4.4 Business Expenses. The Company shall promptly, but in no event later
than ten days after submission of a claim of expenditure, reimburse Executive
for all reasonable business expenses including, without limitation, business
seminar fees, professional association dues, bar dues, country club membership
fees and other reasonable entertainment expenses incurred by Executive in
connection with the business of the Company, upon presentation to the Company of
written receipts for such expenses. Such reimbursement shall also include, but
not be limited to, reimbursement for all reasonable travel expenses, including
all airfare, hotel and rental car expenses incurred by Executive in travelling
in connection with the business of the Company.

        4.5 Company's Obligations. The Company shall provide Executive with any
and all necessary or appropriate current financial information and access to
current information and records regarding all material transactions involving
the Company, including but not limited to acquisition of assets, personnel
contracts, dispositions of assets, service agreements and registration
statements or other state or federal filings or disclosures, reasonably
necessary for Executive to carry out Executive's duties and responsibilities
hereunder. In addition, the Company agrees to provide Executive, as a condition
to Executive's services hereunder, such staff, equipment and office space as is
reasonably necessary for Executive to perform Executive's duties hereunder.

5. TERMINATION

        5.1 By Company Without Cause. The Company may terminate this Agreement
without "cause" (as hereinafter defined) at any time following the Effective
Date, provided that the Company first deliver to Executive the Company's written
election to terminate this Agreement at least 90 days prior to the effective
date of termination.

        5.2 Severance Payment.

                (a) Amount. In the event the Company terminates Executive's
services hereunder pursuant to Section 5.1 or by Executive pursuant to Section
5.4 or 5.6, Executive shall continue to render services to the Company pursuant
to this Agreement until the date of termination and shall continue to receive
compensation, as provided hereunder, through the termination date. In addition
to other compensation payable to Executive for services rendered through the
termination date, the Company shall pay Executive no later than the date of such
termination, as a single severance payment, an amount equal to (i) Executive's
highest monthly Base Compensation paid hereunder during the preceding 12 month
period, multiplied by 36, plus


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(ii) three times the average annual bonus (excluding any bonus payment deemed by
the Compensation Committee in its sole discretion to be a "Special Bonus")
received by the Executive during the preceding twenty-four month period (the
"Severance Amount").

                (b) Benefits. In the event Executive's employment hereunder is
terminated by the Company without cause pursuant to Section 5.1 or by Executive
pursuant to Section 5.4 or 5.6, then in addition to paying Executive the
Severance Amount, the Company shall continue to provide to Executive and
Executive's spouse and children, as applicable, all of the benefits described in
Section 3.4 for a period of three years commencing on the date of such
termination (the "Severance Benefits").

                (c) Acceleration of Vesting. In the event Executive's employment
hereunder is terminated by the Company without cause pursuant to Section 5.1 or
by Executive pursuant to Section 5.4 or 5.6, then in addition to paying
Executive the Severance Amount and the Severance Benefits, the vesting of (i)
the unvested portion of any stock option to purchase Company common stock
granted to Executive ("Stock Options") and (ii) any shares of Company common
stock granted to Executive which is subject to forfeiture ("Restricted Stock"),
shall be accelerated and shall become fully vested and, with respect to
Restricted Stock, shall cease to be subject to forfeiture and, with respect to
Stock Options, shall be exercisable.

                (d) 280G "Gross-Up".

                        (i) Anything in this Agreement to the contrary
notwithstanding, if it shall be determined that any payment or distribution to
Executive or for his benefit (whether paid or payable or distributed or
distributable) pursuant to the terms of this Agreement or otherwise (the
"Payment") would be subject to the excise tax (the "Excise Tax") imposed by
section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then
Executive shall be entitled to receive from the Company an additional payment
(the "Gross-Up Payment") in an amount such that the sum of the net amount of the
Payment after the calculation and deduction of Excise Taxes (including any
interest or penalties imposed with respect to such taxes) and the Gross-Up
Payment retained by Executive after the calculation and deduction of all Excise
Taxes (including any interest or penalties imposed with respect to such taxes)
and all federal, state and local income tax and employment tax on the Gross-Up
Payment provided for in this Section 5.2(d), shall be equal to the Payment;

                        (ii) All determinations required to be made under this
Section 5.2(d), including whether and when the Gross-Up Payment is required and
the amount of such Gross-Up Payment, and the assumptions to be used in arriving
at such determinations shall be made by the Accountants (as defined below) which
shall provide Executive and the Company with detailed supporting calculations
with respect to such Gross-Up Payment within fifteen (15) business days of the
receipt of notice from Executive or the Company that Executive has received or
will receive a Payment. For the purposes of this Section 5.2(d), the
"Accountants" shall mean the Company's independent certified public accountants
serving immediately prior to the Change in Control (as defined in Section 5.6).
In the event that the Accountants are also serving as accountant or auditor for
the individual, entity or group effecting the Change in Control, Executive shall
appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the


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Accountants hereunder). All fees and expenses of the Accountants shall be borne
solely by the Company and it shall be the Company's obligation to cause the
Accountants to take any actions required hereby. For the purposes of determining
whether any of the Payments will be subject to the Excise Tax and the amount of
such Excise Tax, such Payments will be treated as "parachute payments" within
the meaning of section 280G of the Code, and all "parachute payments" in excess
of the "base amount" (as defined under section 280G(b)(3) of the Code) shall be
treated as subject to the Excise Tax, unless and except to the extent that in
the opinion of the Accountants such Payments (in whole or in part) either do not
constitute "parachute payments" or represent reasonable compensation for
services actually rendered (within the meaning of section 280G(b)(4) of the
Code) in excess of the "base amount," or such "parachute payments" are otherwise
not subject to such Excise Tax. For purposes of determining the amount of the
Gross-Up Payment, Executive shall be deemed to pay Federal income taxes at the
highest applicable marginal rate of federal income taxation for the calendar
year in which the Gross-Up Payment is to be made and to pay any applicable state
and local income taxes at the highest applicable marginal rate of taxation for
the calendar year in which the Gross-Up Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from the
deduction of such state or local taxes if paid in such year (determined without
regard to limitations on deductions based upon the amount of Executive's
adjusted gross income), and to have otherwise allowable deductions for federal,
state and local income tax purposes at least equal to those disallowed because
of the inclusion of the Gross-Up Payment in Executive's adjusted gross income.
To the extent practicable, any Gross-Up Payment with respect to any Payment
shall be paid by the Company at the time Executive is entitled to receive the
Payment and in no event will any Gross-Up Payment be paid later than five days
after the receipt by Executive of the Accountants' determination. Any
determination by the Accountants shall be binding upon the Company and
Executive. As a result of uncertainty in the application of section 4999 of the
Code at the time of the initial determination by the Accountants hereunder, it
is possible that the Gross-Up Payment made will have been an amount less than
the Company should have paid pursuant to this Section 5.2(d) (the
"Underpayment"). In the event that the Company exhausts its remedies pursuant to
Section 5.2(d)(iii) and Executive is required to make a payment of any Excise
Tax, the Underpayment shall be promptly paid by the Company to or for
Executive's benefit; and

                (iii) Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable after Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim
is requested to be paid. Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which Executive gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes, interest and/or penalties with respect to such claim is due).
If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:

                        (A) give the Company any information reasonably
requested by the Company relating to such claim;

                        (B) take such action in connection with contesting such
claim as the Company shall reasonably request in writing from time to time,
including, without


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limitation, accepting representation with respect to such claim by an attorney
or tax advisor reasonably selected by the Company;

                                (C) cooperate with the Company in good faith in
order to effectively contest such claim; and

                                (D) permit the Company to participate in any
proceedings relating to such claims;

               provided, however, that the Company shall bear and pay directly
               all costs and expenses (including additional interest and
               penalties) incurred in connection with such contest and shall
               indemnify Executive for and hold Executive harmless from, on an
               after-tax basis, any Excise Tax or income tax (including interest
               and penalties with respect thereto) imposed as a result of such
               representation and payment of all related costs and expenses.
               Without limiting the foregoing provisions of this Section 5.2(d),
               the Company shall control all proceedings taken in connection
               with such contest and, at its sole option, may pursue or forgo
               any and all administrative appeals, proceedings, hearings and
               conferences with the taxing authority in respect of such claim
               and may, at its sole option, either direct Executive to pay the
               tax claimed and sue for a refund or contest the claim in any
               permissible manner, and Executive agrees to prosecute such
               contest to a determination before any administrative tribunal, in
               a court of initial jurisdiction and in one or more appellate
               courts, as the Company shall determine; provided, however, that
               if the Company directs Executive to pay such claim and sue for a
               refund, the Company shall advance the amount of such payment to
               Executive, on an interest-free basis, and shall indemnify
               Executive for and hold Executive harmless from, on an after-tax
               basis, any Excise Tax or income tax (including interest or
               penalties with respect thereto) imposed with respect to such
               advance or with respect to any imputed income with respect to
               such advance (including as a result of any forgiveness by the
               Company of such advance); provided, further, that any extension
               of the statute of limitations relating to the payment of taxes
               for the taxable year of Executive with respect to which such
               contested amount is claimed to be due is limited solely to such
               contested amount. Furthermore, the Company's control of the
               contest shall be limited to issues with respect to which a
               Gross-Up Payment would be payable hereunder and Executive shall
               be entitled to settle or contest, as the case may be, any other
               issue raised by the Internal Revenue Service or any other taxing
               authority.

        5.3 By the Company For Cause. The Company may terminate Executive for
cause at any time, upon written notice to Executive. For purposes of this
Agreement, "cause" shall mean:

                (a) Executive's conviction for commission of a felony or a crime
involving moral turpitude;

                (b) Executive's willful commission of any act of theft,
embezzlement or misappropriation against the Company;


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                (c) Executive's willful and continued failure to substantially
perform Executive's duties hereunder (other than such failure resulting from
Executive's incapacity due to physical or mental illness), which failure is not
remedied within a reasonable time after demand for substantial performance is
delivered by the Company which specifically identifies the manner in which the
Company believes that Executive has not substantially performed Executive's
duties; or

                (d) Executive's death or Disability (as hereinafter defined).

        In the event Executive is terminated for cause pursuant to this Section
5.3, Executive shall have the right to receive Executive's compensation as
otherwise provided under this Agreement through the effective date of
termination. Executive shall have no further right to receive compensation or
other consideration from the Company or have any other remedy whatsoever against
the Company as a result of this Agreement or the termination of Executive
pursuant to this Section 5.3, except as set forth below with respect to a
termination due to Executive's Disability.

        In the event Executive is terminated by reason of Executive's Disability
(but not death), the Company shall immediately pay Executive a single severance
payment equal to the Severance Amount. Said payment shall be in addition to any
disability insurance payments to which Executive is otherwise entitled and any
other compensation earned by Executive hereunder. For purposes of this
Agreement, the term "Disability" shall mean a physical or mental incapacity as a
result of which Executive becomes unable to continue the proper performance of
Executive's duties hereunder for six consecutive calendar months or for shorter
periods aggregating 180 business days in any 12 month period, but only to the
extent that such definition does not violate the Americans with Disabilities Act
of 1990.

        5.4 By Executive For Good Reason. Executive may terminate this Agreement
for good reason upon at least 10 days' prior written notice to the Company. For
purposes of this Agreement, "good reason" shall mean:

                (a) the Company's material breach of any of its respective
obligations hereunder and either such breach is incurable or, if curable, has
not been cured within 15 business days following receipt by the Company of
written notice from Executive to the Company of such breach by the Company;

                (b) any material decrease in Executive's authority or
responsibilities as Executive Vice President and Chief Operating Officer of the
Company without Executive's prior consent; or

                (c) any material decrease in the overall compensation and
benefits payable to Executive by the Company (including, without limitation,
Base Compensation, bonus compensation and any other compensation or benefits
payable to Executive under this Agreement) without Executive's prior consent; or


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                (d) following a change in control (as defined in Section 5.6,
below) of the Company, the relocation of Executive's principal place of
employment to a location more than 50 miles from Vista, California without
Executive's prior consent.

        In the event that Executive terminates this Agreement for good reason
pursuant to this Section 5.4, Executive shall have the right to receive
Executive's compensation as provided hereunder through the effective date of
termination and shall also have the same rights and remedies against the Company
as Executive would have had if the Company had terminated Executive's employment
without cause pursuant to Section 5.1 (including the right to receive the
Severance Amount payable and the Severance Benefits to be provided under Section
5.2).

        5.5 Executive's Voluntary Termination. Executive may, at any time,
terminate this Agreement without good reason upon written notice delivered to
the Company at least 90 days prior to the effective date of termination. In the
event of such voluntary termination of this Agreement by Executive: (i)
Executive shall have the right to receive Executive's compensation as provided
hereunder through the effective date of termination; and (ii) the Company on the
one hand, and Executive, on the other hand, shall not have any further right or
remedy against one another except as provided in Sections 6, 7 and 8 hereof
which shall remain in full force and effect.

        5.6 Change of Control. Executive may terminate this Agreement, upon at
least 10 days' prior written notice to the Company at any time within one year
after a "change in control" (as hereinafter defined) of the Company. In the
event Executive terminates this Agreement for good reason within one year after
a change in control pursuant to this Section 5.6, (i) Executive shall continue
to render services pursuant hereto and shall continue to receive compensation,
as provided hereunder, through the termination date, (ii) the Company shall pay
Executive no later than the date of such termination, as a single severance
payment, an amount equal to the Severance Amount and (iii) following such
termination, the Company shall provide the Severance Benefits as required by
Section 5.2(b). For purposes of this Agreement, a "change in control" shall mean
the occurrence of any of the following events:

                (a) the individuals constituting the Board as of the date of the
initial public offering of common stock of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided,
however, that if the election, or nomination for election by the Company's
stockholders, of any new director was approved by a vote of at least a majority
of the Incumbent Board, such new director shall be considered a member of the
Incumbent Board;

                (b) an acquisition of any voting securities of the Company (the
"Voting Securities") by any "person" (as the term "person" is used for purposes
of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) immediately after which such person has "beneficial
ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
20% or more of the combined voting power of the Company's then outstanding
Voting Securities; or

                (c) approval by the stockholders of the Company of:


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                        (i) a merger, consolidation, share exchange or
reorganization of the Company, unless the stockholders of the Company,
immediately before such merger, consolidation, share exchange or reorganization,
own, directly or indirectly immediately following such merger, consolidation,
share exchange or reorganization, at least 80% of the combined voting power of
the outstanding voting securities of the corporation that is the successor in
such merger, consolidation, share exchange or reorganization (the "Surviving
Company") in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger, consolidation, share exchange or
reorganization; provided, however, that a merger, consolidation, share exchange
or reorganization of the Company shall not constitute a "change in control" if
such merger, consolidation, share exchange or reorganization of the Company is
approved by the Board and is recommended by the Chief Executive Officer of the
Company to the Board for its approval; or

                        (ii) a complete liquidation or dissolution of the
Company; or

                        (iii) an agreement for the sale or other disposition of
all or substantially all of the assets of the Company.

6. CONFIDENTIALITY

        During the term of Executive's employment under this Agreement,
Executive will have access to and become acquainted with various information
relating to the Company's business operations, marketing data, business plans,
strategies, employees, contracts, financial records and accounts, projections
and budgets, and similar information. Executive agrees that to the extent such
information is not generally available to the public and gives the Company an
advantage over competitors who do not know of or use such information, such
information and documents constitute "trade secrets" of the Company. Executive
further agrees that all such information and documents relating to the business
of the Company whether they are prepared by Executive or come into Executive's
possession in any other way, are owned by the Company and shall remain the
exclusive property of the Company. Executive shall not misuse, misappropriate or
disclose any trade secrets of the Company directly or indirectly, or use them
for Executive's own benefit, either during the term of this Agreement or at any
time thereafter, except as may be necessary or appropriate in the course of
Executive's employment with the Company unless such action is either previously
agreed to in writing by the Company or required by law.

7. NON-SOLICITATION

        For a period of one year following the date Executive's employment
hereunder is terminated, Executive shall not solicit or induce any of the
Company's employees, agents or independent contractors to end their relationship
with the Company, or recruit, hire or otherwise induce any such person to
perform services for Executive, or any other person, firm or company. The
restrictions set forth in this Section 7 shall not apply if Executive's
employment is terminated pursuant to Section 5.1, 5.4 or 5.6.


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8. NON-COMPETITION AFTER TERMINATION

        For a period of one (1) year following the date Executive's employment
hereunder is terminated, Executive shall not engage in the ownership,
development, acquisition, renovation, management or leasing of any shopping
center properties in the Butte, Marin, Sacramento, San Mateo, Santa Clara and
Sonoma counties of Northern California, the Orange, Riverside, San Bernardino
and San Diego counties of Southern California, the Las Vegas metropolitan area
in Nevada, the Maysville seven-county area in Kentucky, the Seattle metropolitan
area in Washington, the Portland metropolitan area in Oregon, the Orlando
metropolitan area in Florida, the Memphis metropolitan area in Tennessee, the
Albuquerque metropolitan area in New Mexico and any other county in which the
Company acquires shopping center property during the term of Executive's
employment hereunder (collectively, the "Restricted Area"). In addition,
Executive shall not engage in any active or passive investment in or reasonably
relating to the ownership, development, acquisition, renovation, management or
leasing of shopping center properties in the Restricted Area for a period of one
year following the date of termination, with the exception of the ownership of
up to one percent of the securities of any publicly-traded companies involved in
such activities. Nothing herein shall relieve or limit Executive's obligation to
comply with Sections 6 and 7. The restrictions set forth in this Section 8 shall
not apply if Executive's employment is terminated pursuant to Section 5.1, 5.4
or 5.6.

9. INDEMNIFICATION

        To the fullest extent permitted under applicable law, the Company shall
indemnify, defend and hold Executive harmless from and against any and all
causes of action, claims, demands, liabilities, damages, costs and expenses of
any nature whatsoever (collectively, "Damages") directly or indirectly arising
out of or relating to Executive discharging Executive's duties hereunder on
behalf of the Company, so long as Executive acted in good faith within the
course and scope of Executive's duties with respect to the matter giving rise to
the claim or Damages for which Executive seeks indemnification.

10. GENERAL PROVISIONS

        10.1 Assignment; Binding Effect. Neither the Company nor Executive may
assign, delegate or otherwise transfer this Agreement or any of their respective
rights or obligations hereunder without the prior written consent of the other
party. Any attempted prohibited assignment or delegation shall be void. This
Agreement shall be binding upon and inure to the benefit of any permitted
successors or assigns of the parties and the heirs, executors, administrators
and/or personal representatives of Executive.

        10.2 Notices. All notices, requests, demands and other communications
that are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given where received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method with electronic confirmation of receipt; the day after it is sent, if
sent for next-day delivery to a domestic address by recognized overnight
delivery service (e.g., FEDEX); and upon receipt, if sent by certified or
registered mail, return receipt requested. In each case notice shall be sent to:


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        If to the Company:          Pan Pacific Retail Properties, Inc.
                                    1631-B South Melrose Drive
                                    Vista, CA 92083
                                    Attention:  Chief Executive Officer
                                    Facsimile:  (760) 727-1430/1534

        If to Executive:            Jeffrey S. Stauffer
                                    Pan Pacific Retail Properties, Inc.
                                    1631-B South Melrose Drive
                                    Vista, CA 92083
                                    Facsimile:  (760) 727-1430/1534

Any party may change its address for the purpose of this Section 10.2 by giving
the other party written notice of its new address in the manner set forth above.

        10.3 Entire Agreement. This Agreement constitutes the entire agreement
of the parties, and supersedes all prior agreements, understandings and
negotiations, whether written or oral, between the Company and Executive with
respect to the employment of Executive by the Company.

        10.4 Amendments; Waivers. This Agreement may be amended or modified, and
any of the terms and covenants may be waived, only by a written instrument
executed by the parties hereto, or, in the case of a waiver, by the party
waiving compliance. Any waiver by any party in any one or more instances of any
term or covenant contained in this Agreement shall neither be deemed to be nor
construed as a further or continuing waiver of any such term or covenant of this
Agreement.

        10.5 Provision; Severable. In case any one or more provisions of this
Agreement shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not, in any way, be affected or impaired thereby. If any provision
hereof is determined by any court of competent jurisdiction to be invalid or
unenforceable by reason of such provision extending the covenants and agreements
contained herein for too great a period of time or over too great a geographical
area, or being too extensive in any other respect, such provision shall be
interpreted to extend only over the maximum period of time and geographical
area, and to the maximum extent in all other respects, as to which it is valid
and enforceable, all as determined by such court in such action.

        10.6 Attorneys' Fees. If any legal action, arbitration or other
proceeding, is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach or default in connection with any of the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, including
any appeal of such action or proceeding, in addition to any other relief to
which that party may be entitled.

        10.7 Governing Law. This Agreement shall be construed, performed and
enforced in accordance with, and governed by the laws of the State of California
without giving effect to the principles of conflict of laws thereof.


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        10.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute the same instrument.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.

THE COMPANY

PAN PACIFIC RETAIL PROPERTIES, INC.
a Maryland corporation

By:
   -------------------------------------
   Stuart A. Tanz,
   Chief Executive Officer and President

EXECUTIVE

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        Jeffrey S. Stauffer




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