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                                                                   EXHIBIT 10.28


                                 FIRST AMENDMENT
                                       TO
                           RESTRICTED STOCK AGREEMENT


               PAN PACIFIC RETAIL PROPERTIES, INC., a Maryland corporation (the
"Company") and JEFFREY S. STAUFFER ("Employee") have entered into that certain
Restricted Stock Agreement (the "Agreement") effective as of August 13, 1997. In
order to amend the Agreement in certain respects, the Company and Employee
hereby agree as follows effective as of __________________, 1998.

               Subsection 1(d) is hereby added to the Agreement to read in its
entirety as follows:

                      (d) In the case of a "Change in Control" (as hereinafter
               defined) prior to the termination of Employee's employment or
               consulting relationship with the Company, then, immediately prior
               to the occurrence of such Change in Control, the Shares shall
               become fully vested and shall cease to be subject to forfeiture
               under subsection 1(a) after such event. For purposes of this
               Agreement, "Change in Control" shall mean the occurrence of any
               of the following events:

                             (a) the individuals constituting the Board of
                      Directors of the Company (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) provided that the number of shares of common
                      stock of the Company directly held by Pan Pacific
                      Development (U.S.) Inc., a Delaware corporation and its
                      subsidiaries (other than the Company and the Company's
                      subsidiaries) represents 50% or less of the total
                      outstanding shares of common stock of the Company, 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 stock
                             holders 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; 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.

               Executed at Vista, California this ___ day of ________ 1998.



THE COMPANY

PAN PACIFIC RETAIL PROPERTIES, INC.
a Maryland Corporation

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



EMPLOYEE


    ---------------------------------
        Jeffrey S. Stauffer





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