SECOND AMENDMENT
                                TO
                    SECOND AMENDED AND RESTATED
                 AGREEMENT OF LIMITED PARTNERSHIP
                                OF
          PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP


          THIS  SECOND AMENDMENT, dated July 28, 1999 (the "AMENDMENT"), to
the Second Amended  and  Restated  Agreement  of Limited Partnership, dated
July 15, 1999 (the "PARTNERSHIP AGREEMENT"), is  entered into by JP REALTY,
INC.,  as  general  partner  (the "GENERAL PARTNER") of  PRICE  DEVELOPMENT
COMPANY, LIMITED PARTNERSHIP (the  "PARTNERSHIP"), for itself and on behalf
of  the  limited  partners  of  the Partnership,  and  BELAIR  REAL  ESTATE
CORPORATION  ("Belair")  and  BELCREST   REALTY  CORPORATION  ("Belcrest").
Capitalized terms used but not otherwise defined  in  this  Amendment shall
have the same meanings ascribed to them as in the Partnership Agreement.

                       W I T N E S S E T H:

          WHEREAS, Section 4.2A of the Partnership Agreement authorizes the
General  Partner  to cause the Partnership to issue additional  Partnership
Units in one or more  classes  or  series,  with  such rights, preferences,
exchange  rights,  voting  powers  and  restrictions,  limitations   as  to
distributions,   qualifications  and  terms  and  conditions  as  shall  be
determined by the  General  Partner,  subject  to  the  provisions  of such
section; and

          WHEREAS, pursuant to the authority granted to the General Partner
pursuant  to  Sections  4.2A  and  4.2B  of  the Partnership Agreement, the
General Partner desires to amend the Partnership Agreement (i) to establish
a  new  class  of  Partnership  Units,  the Series B  Preferred  Units  (as
hereinafter defined), and to set forth the  rights,  preferences,  exchange
rights,  voting  powers  and restrictions, limitations as to distributions,
qualifications and terms and  conditions  of such Series B Preferred Units,
and (ii) to issue the Series B Preferred Units  to  Belair and Belcrest and
admit Belair and Belcrest as Additional Limited Partners.

          NOW,   THEREFORE,   in   consideration   of  good  and   valuable
consideration,   the   receipt   and  sufficiency  of  which   hereby   are
acknowledged, the General Partner  hereby  amends the Partnership Agreement
as follows:

          1.   ISSUANCE OF PREFERRED UNITS.   Pursuant  to  Section 4.2A of
the Partnership Agreement, the Partnership hereby designates  a  new series
for Preferred Units as 8.95% Series B Cumulative Redeemable Preferred Units
(the  "SERIES B PREFERRED UNITS"), with a liquidation preference of  $25.00
per Series  B  Preferred  Unit, and the Series B Preferred Units shall have
the rights, preferences, exchange  rights,  voting powers and restrictions,
limitations as to distributions, qualifications  and  terms  and conditions
specified in the Partnership Unit

<PAGE>

Designation attached as SCHEDULE A to this Amendment (which schedule  shall
be  titled  Schedule  B  when  attached to the Partnership Agreement).  The
number of Series B Preferred Units shall be 3,800,000.

          2.   ADMISSION OF LIMITED  PARTNERS.   In accordance with Section
12.2 of the Partnership Agreement, Belair and Belcrest  are hereby admitted
as Additional Limited Partners.

          3.   SCHEDULE OF PARTNERS.  The Schedule of Partners which is set
forth on EXHIBIT A to the Partnership Agreement is hereby  deleted  in  its
entirety  and replaced by the Schedule of Partners on EXHIBIT A attached to
this Amendment.

          4.   RATIFICATION.    Except   as   expressly  modified  by  this
Amendment, all of the provisions of the Partnership  Agreement  are  hereby
affirmed and ratified and remain in full force and effect.

                             *   *   *
<PAGE>



     IN  WITNESS  WHEREOF,  this  Amendment  has  been duly executed by the
General  Partner  on  behalf  of the Partnership and the  admitted  Limited
Partner as of the day and year first set forth above.


                                   JP REALTY, INC.



                                   By: /s/ G. Rex Frazier
                                       --------------------------
                                         Name: G. Rex Frazier
                                         Title: President


                                   BELCREST REALTY CORPORATION


                                   By: /s/ Thomas E. Faust, Jr.
                                       --------------------------
                                         Name: Thomas E. Faust, Jr.
                                         Title: Vice President

                                   BELAIR REAL ESTATE CORPORATION


                                   By: /s/ Thomas E. Faust, Jr.
                                       --------------------------
                                          Name: Thomas E. Faust, Jr.
                                          Title: Vice President
<PAGE>


                            SCHEDULE A

TERMS OF 8.95% SERIES B CUMULATIVE REDEEMABLE PREFERRED UNITS

          SECTION  1.  DEFINITIONS.  Capitalized terms that are used herein
shall have the same meaning  as set forth in the foregoing Second Amendment
(the "AMENDMENT") to the Second  Amended  and Restated Agreement of Limited
Partnership  of  Price  Development  Company,  Limited   Partnership   (the
"PARTNERSHIP AGREEMENT") or as otherwise set forth below:

     (a)  "AFFILIATE"  means,  as to any Person, any entity which, directly
or indirectly through one or more  intermediaries,  controls, is controlled
by or is under common control with such Person.

     (b)  "CHARTER" means the Article of Amendment and  Restatement  of the
Company,  dated  as  of November 19, 1993, as supplemented by those certain
Article  Supplementary   filed   with  the  Maryland  State  Department  of
Assessments and Taxation (the "DEPARTMENT")  on April 23, 1999 and July 28,
1999, and as further amended, supplemented or corrected from time to time.

     (c)  "PARITY PREFERRED UNITS" means the existing  Series  A  Preferred
Units  and  any class or series of Partnership Interests of the Partnership
now or hereafter authorized, issued or outstanding and expressly designated
by the Partnership  to  rank  on a parity with the Series B Preferred Units
(as hereinafter defined) with respect  to  distributions  and  rights  upon
voluntary  or  involuntary  liquidation,  winding-up  or dissolution of the
Partnership.

     (d)  "SERIES  B  PRIORITY  RETURN"  means an amount, payable  in  U.S.
dollars,  equal  to  8.95% per annum of the original  capital  contribution
($25.00) per Series B  Preferred Unit commencing on the date of issuance of
such Series B Preferred  Unit, determined on the basis of a 360-day year of
twelve 30-day months and cumulative  to  the  extent not distributed on any
Series B Preferred Unit Distribution Payment Date (as hereinafter defined).

     (e)  "PTP" means a "publicly traded partnership" within the meaning of
Section 7704 of the Internal Revenue Code of 1986, as amended.

     (f)  "SUBSIDIARY" means, with respect to any  Person, any corporation,
partnership, limited liability company, joint venture  or  other  entity of
which  a  majority  of (i) voting power of the voting equity securities  or
(ii) the outstanding equity interests, is owned, directly or indirectly, by
such person.

          SECTION 2.  DESIGNATION  AND NUMBER.  Pursuant to Section 4.2A of
the Partnership Agreement, the Partnership  hereby  designated a new series
of Preferred Units as 8.95% Series B Cumulative Redeemable  Preferred Units
(the "SERIES B PREFERRED UNITS"), with a liquidation preference  of  $25.00
per  Series  B  Preferred Unit, and the Series B Preferred Units shall have
the rights, preferences,  exchange  rights, voting powers and restrictions,
limitations as

<PAGE> A-1

to distributions, qualifications  and  terms  and conditions
set  forth  in  this SCHEDULE A to the Amendment.  The number of  Series  B
Preferred Units shall be 3,800,000.

          SECTION   3.   DISTRIBUTIONS.    (a)  PAYMENT  OF  DISTRIBUTIONS.
Notwithstanding anything to the contrary contained  in  Section  5.1 of the
Partnership  Agreement,  but  subject  to  the  rights of holders of Parity
Preferred Units as to the payment of distributions, established pursuant to
Section 4.2 of the Partnership Agreement, holders  of  Series  B  Preferred
Units  shall  be  entitled  to  receive,  when,  as  and if declared by the
Partnership  acting  through  the  General Partner, the Series  B  Priority
Return.  Such distributions shall be  cumulative,  shall  accrue  form  the
original  date of issuance and will be payable (i) quarterly in arrears, on
March 31, June  30, September 30 and December 31 of each year commencing on
September 30, 1999  and  (ii)  in the event of (A) an exchange for Series B
Preferred Units into Series B Preferred  Stock,  or  (B)  a  redemption  of
Series  B  Preferred  Units,  on  the  exchange date or redemption date, as
applicable (each a "SERIES B 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 based on the ratio
of the actual number or days elapsed in such  period  to  ninety (90) days.
If any Series B Preferred Unit Distribution Date is not a Business  Day (as
hereinafter  defined), 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  the  Series B Preferred Units will be made to the holders of record  of
the Series  B  Preferred  Units on the relevant record dates to be fixed by
the Partnership acting through  the  General  Partner,  which  record dates
shall  in no event exceed 15 Business Days prior to the relevant  Series  B
Preferred  Unit  Distribution Payment Date (the "PREFERRED UNIT PARTNERSHIP
RECORD DATE").

     The term "Business  Day" shall mean each day, other than a Saturday or
a Sunday, which is not a day on which banking institutions in New York, New
York are authorized or required  by  law,  regulation or executive order to
close.

     (b)  PROHIBITION  ON  DISTRIBUTION.   No  distributions  on  Series  B
Preferred Units shall be authorized by the General  Partner  or paid or set
apart  for  payment  by  the Partnership at any such time as the terms  and
provisions of any agreement  of  the  Partnership  or  the General Partner,
including   any   agreement   relating  to  indebtedness,  prohibits   such
authorization, payment or setting  apart  for payment or provides that such
authorization,  payment or setting apart for  payment  would  constitute  a
breach thereof or  a  default  thereunder,  or  to  the  extent  that  such
authorization or payment shall be restricted or prohibited by law.

     (c)  DISTRIBUTIONS   CUMULATIVE.    Notwithstanding   the   foregoing,
distributions  on the Series B Preferred Units will accrue whether  or  not
the terms and provisions of any agreement of

<PAGE> A-2

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  by  unpaid  distributions on the
Series B Preferred Units will accumulate as of the Series  B 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 B
Preferred Unit  Distribution  Payment  Date,  to  holders  of record of the
Series B Preferred Units on the record date fixed by the Partnership acting
through  the  General Partner which date shall not exceed 15 Business  Days
prior to the payment  date.   Accumulated and unpaid distributions will not
bear interest.

     (d)  PRIORITY AS TO DISTRIBUTIONS.   (i)  So  long  as  any  Series  B
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 Partnership  Interest  of the Partnership
ranking  junior  to  the  Series  B  Preferred  Units as to the payment  of
distributions  or  rights  upon  a  voluntary  or involuntary  liquidation,
dissolution  or  winding-up  of  the  Partnership  (collectively,   "JUNIOR
UNITS"),  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 B Preferred Units, any Parity  Preferred  Units or any Junior Units,
unless,  in  each  case,  all distributions accumulated  on  all  Series  B
Preferred Units and all classes  and series or outstanding Parity Preferred
Units have been paid in full.  The foregoing sentence will not prohibit (a)
distributions payable solely in Junior  Units, (b) the conversion of Junior
Units  or  Parity  Preferred  Units  into  Partnership   Interests  of  the
Partnership  ranking  junior  to  the  Series  B  Preferred  Units   as  to
distributions, or (c) the redemption of Partnership Interests corresponding
to  any  Series  B  Preferred Stock, Parity Preferred Stock with respect to
distributions or Junior  Stock  to  be  purchased  by  the  General Partner
pursuant to Article NINTH of the Charter 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 NINTH of the Charter.

          (ii) 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  B  Preferred  Units,  all  distributions
authorized and declared  on the Series B Preferred Units and all classes or
series  of outstanding Parity  Preferred  Units  shall  be  authorized  and
declared  so  that  the amount of distributions authorized and declared per
Series B Preferred Unit  and such other classes or distributions per Series
B 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.

<PAGE> A-3

     (e)  NO FURTHER RIGHTS.  Holders of Series B 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.

          SECTION  4.   The   following   paragraph  shall  be  applied  in
conjunction with Section 6.2H of the Partnership Agreement:

          The allocation of gross income to  the  Series  B Preferred Units
          pursuant  to  Section  6.2H  for  any Partnership Year  shall  be
          limited to the excess, if any, of Profits  over  Losses  for  all
          Partnership  Years  since  the issuance of the Series B Preferred
          Units (calculated solely for this purpose as is Section 6.2H were
          not  part of the Partnership  Agreement  and  without  regard  to
          Depreciation).   In  addition, for purposes of making allocations
          to the Series B Preferred  Units with respect to Section 6.2H(B),
          the  amount  of  gross income to  be  allocated  to  a  Series  B
          Preferred Unit (subject  to the limitation contained in the prior
          sentence) shall equal the portion of the distributions to be made
          pursuant to a redemption of  such  Series  B  Preferred Unit that
          exceeds the capital contribution that was made  with  respect  to
          such Series B Preferred Unit.

          SECTION  5.  LIQUIDATION  PROCEEDS.  (a) 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,
each holder of Series B 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  Junior  Units,  an amount equal to
such  holder's  original capital contribution plus the cumulative  (to  the
date of payment)  unpaid  Series B Priority Return; PROVIDED, HOWEVER, that
in no event shall such amount  exceed  such holder's Capital Account on the
date of distribution.  If, 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 B 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  B  Preferred  Units  and any Parity Preferred
Units shall be made so that the payments on the Series  B  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 B 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.

     (b)  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

<PAGE> A-4

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 B Preferred  Units  at  the  respective
addresses of such holders as the same shall appear on the transfer  records
of the Partnership.

     (c)  NO  FURTHER  RIGHTS.   After  payment  of  the full amount of the
liquidating distributions to which they are entitled, the holders of Series
B  Preferred  Units  will  have no right or claim to any of  the  remaining
assets of the Partnership.

     (d)  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, partnership, limited liability company or other  entity
(or  of  any corporation, trust, partnership, limited liability company  or
other entity  with  or  into  the  Partnership)  shall  not  be  deemed  to
constitute a liquidation, dissolution or winding-up of the Partnership.

          SECTION   6.   OPTIONAL   REDEMPTION.    (a)  RIGHT  OF  OPTIONAL
REDEMPTION.  The Series B Preferred Units may not be redeemed prior to July
29, 2004.  On or after such date, the Partnership shall  have  the right to
redeem  the Series B 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 original
capital  contribution of such holder plus the cumulative Series B  Priority
Return, whether  or  not declared, to the redemption date to the extent not
previously distributed (the "Series B Redemption Price"), which such amount
is intended to equal the  Capital Account balance of such redeemed Series B
Preferred Unit.  If fewer than  all  of  the outstanding Series B Preferred
Units are to be redeemed, the Series B Preferred Units to be redeemed shall
be selected PRO RATA (as nearly as practicable  without creating fractional
units).

     (b)  LIMITATION  ON  REDEMPTION.  (i) The Series  B  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  Charter)),  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.

          (ii) The  Partnership  may  not  redeem  fewer than  all  of  the
outstanding  Series  B  Preferred Units unless all accumulated  and  unpaid
distributions have been paid on all Series B

<PAGE> A-5

Preferred Units for all quarterly  distribution  periods  terminating on or
prior to the date of redemption.

     (c)  PROCEDURES FOR REDEMPTION.  (i) Notice of redemption  will be (A)
faxed,  and  (B)  mailed  by  the  Partnership,  by certified mail, postage
prepaid,  not  less than 30 or more than 60 days prior  to  the  redemption
date, addressed  to  the  respective  holders  of  record  of  the Series B
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 proceeding  for  the  redemption of any Series B
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:  (1) the redemption date, (2) the Series B Redemption
Price, (3) the aggregate  number or Series B Preferred Units to be redeemed
and, if fewer than all of the  outstanding  Series B Preferred Units are to
be redeemed, the number of Series B Preferred  Units to be redeemed held by
such holder, which number shall equal such holder's  pro  rata share (based
on  the  percentage  that such holder's number of Series B Preferred  Units
bears to the aggregate  number  of outstanding Series B Preferred Units) of
the aggregate number of Series B  Preferred  Units  to be redeemed, (4) the
place or places where such Series B Preferred Units are  to  be surrendered
for payment of the Series B Redemption Price, (5) that distributions on the
Series  B Preferred Units to be redeemed will cease to accumulate  on  such
redemption  ate  and (6) that payment of the Series B Redemption Price will
be made upon presentation and surrender of such Series B Preferred Units.

          (ii) If  the  Partnership gives a notice of redemption in respect
of Series B 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 B Preferred
Units being redeemed  funds  sufficient  to  pay  the  applicable  Series B
Redemption  Price  and will give irrevocable instructions and authority  to
pay such Series B Redemption Price to the holders of the Series B Preferred
Units upon surrender of the Series B Preferred Units by such holders at the
place designated in  the  notice  of redemption.  If the Series B Preferred
Units  are  evidence by a certificate  and  if  fewer  than  all  Series  B
Preferred Units  evidenced  by  any  certificate  are being redeemed, a new
certificate  shall  be issued upon surrender of the certificate  evidencing
all Series B Preferred  Units, evidencing the unredeemed Series B Preferred
Units without cost to the  holder  thereof.   On  and  after  the  date  of
redemption,  distributions  will  cease  to  accumulate  on  the  Series  B
Preferred  Units  or  portions  thereof  called  for redemption, unless the
Partnership  defaults  in  the  payment  thereof.  If any  date  fixed  for
redemption of Series B Preferred Units is  not a Business Day, then payment
of the Series B 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 B Redemption Price is improperly withheld or refused and not paid by
the  Partnership,  distributions on such  Series  B  Preferred  Units  will
continue to accumulate  from  the

<PAGE> A-6

original  redemption date to the date of
payment, in which case the actual payment date  will be considered the date
fixed  for redemption for purpose of calculating the  applicable  Series  B
Redemption Price.

          SECTION 7. VOTING RIGHTS.  (a)  GENERAL.  Holders of the Series B
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
set forth in  Section  7.3,  14.1C or 14.2 of the Partnership Agreement and
except as set forth below.

     (b)  CERTAIN VOTING RIGHTS.   So  long as any Series B Preferred Units
remain outstanding, the Partnership shall not, without the affirmative vote
of  the holders of at least two-thirds of  the  Series  B  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 senior to
the Series  B  Preferred  Units with respect to payment of distributions or
rights  upon  liquidation, dissolution  or  winding-up  or  reclassify  any
existing Partnership  Interests  of  the  Partnership  into any such senior
Partnership  Interest,  or  create, authorize or issue any  obligations  or
security convertible into or  evidencing  the  right  to  purchase any such
senior  Partnership  Interests; (ii) authorize or create, or  increase  the
authorized or issued amount of any Parity Preferred Units or reclassify any
existing Partnership Interest 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 Interest, but only to
the extent such Parity  Preferred  Units  are issued to an Affiliate of the
Partnership, other than the General Partner  to  the extent the issuance of
such  interest  was  to  allow the General Partner to  issue  corresponding
preferred stock to persons  who  are  not Affiliates of the Partnership; or
(iii) either (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,  that  would
materially  and  adversely  affect the powers, special rights, preferences,
privileges or voting power of  the  Series B Preferred Units or the holders
thereof;  PROVIDED, HOWEVER, that with  respect  to  the  occurrence  of  a
merger, consolidation or a sale or lease of all of the Partnership's assets
as an entirety,  so long as (1) the Partnership is the surviving entity and
the Series B Preferred  Units  remain  outstanding  with  the terms thereof
unchanged,  or  (2)  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  the  Series  B
Preferred Units for other interests in such entity having substantially the
same  terms  and  rights as the Series B 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 B Preferred  Units; and provided
further  that  any  increase in the amount of Partnership Interest  or  the
creation or issuance of any other class or series of Partnership Interests,
in each case ranking  (y)  junior  to  the  Series  B  Preferred Units with
respect  to payment of distributions and the distribution  of  assets  upon
liquidation,  dissolution or winding-up, or (z) on a parity with the Series
B Preferred Units with respect to payment of distributions and the

<PAGE> A-7

distribution of assets upon liquidation, dissolution or winding-up but only
to the extent such  Partnership  Interest not issued to an Affiliate of the
Partnership, other than  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.   In  the event of any conflict between the
provisions of Article 14 of the Partnership Agreement and the provisions of
this Section 7, the provisions of the Section 7 shall control.

          SECTION 8. TRANSFER RESTRICTIONS.   The  Series B Preferred Units
shall  be  subject  to  the  provisions  of Article 11 of  the  Partnership
Agreement.  For purposes of the Series B Preferred  Units,  Article  11  is
hereby supplemented as follows:

          "11.7  Notwithstanding  anything  to  the  contrary  contained in
     Article 11 hereof, (i) a transfer of all or any portion of  the Series
     A  Preferred  Units or Series B Preferred Units shall not require  the
     consent of the  General  Partner; (ii) the transferee of such transfer
     shall be admitted to the Partnership  as  a  Limited  Partner  on  the
     closing  date  of such transfer; (iii) the Partnership and the General
     Partner shall treat  such  transferee  as  the  absolute  owner of the
     interest  transferred  in  all respects; and (iv) the General  Partner
     shall not have the right to  require  any  transferor or transferee of
     such Series A Preferred Units or Series B Preferred Units to have such
     Series  A  Preferred  Units  or  Series  B Preferred  Units  redeemed;
     provided, that the foregoing shall not apply  to  (x)  a  transfer  in
     violation  of Section 11.3C hereof, (y) a transfer that would create a
     risk that the  Partnership  would  fail  to  qualify  for  the private
     placement  or  lack  of actual trading safe harbor of Notice 88-75  or
     Treasury Regulation <section>1.7704-1,  and  (z)  a  transfer  to  any
     Person  that  is a competitor (as reasonably determined by the General
     Partner) of the General Partner.

          SECTION 9.  EXCHANGE RIGHTS   (a) RIGHT TO EXCHANGE.   (i)  Subject
in all cases to the ownership limitations set forth in the Charter, Series  B
Preferred Units will be exchangeable in whole or in part at any time 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 8.95% Series B
Cumulative Redeemable Preferred Stock of the General Partner (the "SERIES B
PREFERRED STOCK")  at  an  exchange rate of one share of Series B Preferred
Stock for one Series B Preferred Unit, subject to adjustment as described below
(the  "SERIES B EXCHANGE PRICE"); provided that the Series B Preferred Units
will become exchangeable at any time, in whole or in part, at the option of the
holders of Series B Preferred Units for Series B Preferred Stock if (x) at any
time full distributions shall not have been timely made on any Series B
Preferred Unit with respect to six prior quarterly distribution periods, whether
or not consecutive; PROVIDED, HOWEVER, that a distribution in respect of Series
B Preferred Units shall be considered timely made if made within two Business
Days after the applicable Series B  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 not timely
made or (y) upon receipt by a holder or holders of Series B Preferred Units of
(1) notice from the General Partner that the General Partner or a Subsidiary of
the General

<PAGE> A-8

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 (2) an
opinion rendered by an outside nationally recognized independent counsel
familiar with such matters addressed to a holder or holders of Series B
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 B Preferred Units may be exchanged for Series B 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 Series B Preferred Units shall deliver to  the  General
Partner either (i) a private letter  ruling  addressed  to  such  holder of
Series  B  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  B
Preferred Units at such earlier time would not cause the Series B 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 B 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 B 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
B Preferred Stock (but  only  if  the exchange in whole may be accomplished
consistently with the ownership limitations  set  forth under Article NINTH
of  the  Charter  of  the General Partner (taking into  account  exceptions
thereto)) if at any time,  (i)  the  Partnership reasonably determines that
the assets an income of the Partnership for a taxable year after 1999 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 B Preferred Units
shall deliver to the Partnership and the  General  Partner  an  opinion  of
independent  counsel  reasonably  acceptable  to the General Partner to the
effect  that,  based  on the assets and income of  the  Partnership  for  a
taxable year after 1999,  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 B Preferred Units would fail to maintain qualification as a real
estate investment trust.

     (ii) Notwithstanding anything  to  the  contrary  set forth in SECTION
9(A)(I)  hereof,  if  any  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 B Preferred Units for cash in an amount equal to
the original capital  contribution  per  Series  B  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 B Preferred
Units  for cash pursuant to this SECTION 9(A)(II)  hereof  by  giving  each
holder of  record  of  Series  B  Preferred Units notice of its election to
redeem for cash, within ten Business  Days  after  receipt  of the Exchange
Notice, by (m) fax, and (n) registered mail, postage paid, at  the  address
of  each  holder as it may appear on the records of the Partnership stating
(A) the redemption date, which

<PAGE> A-9

shall be no  later  than  60  days  following  the  receipt of the Exchange
Notice, (B) the redemption price, (C) the place or places  where the Series
B  Preferred  Units  are  to  be  surrendered for payment of the redemption
price, (D) that distributions on the Series B Preferred Units will cease to
accrue on such redemption date, (E)  that  payment  of the redemption price
will  be  made  upon presentation and surrender of the Series  B  Preferred
Units and (F) the  aggregate  number  of  Series  B  Preferred  Units to be
redeemed, and if fewer than all of the outstanding Series B Preferred Units
are  to be redeemed, the number of Series B 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 or outstanding Series B
Preferred Units the total number  of  Series B Preferred Units held by such
holder represents) of the aggregate number  of  Series  B  Preferred  Units
being redeemed.

     (iii)  If  an exchange of all or a portion of Series B Preferred Units
pursuant to  SECTION  9  (A)(I)  hereof  would  violate  the  provisions on
ownership limitation of the General Partner set forth in Article  NINTH  of
the  Charter  with  respect  to  the  Series B Preferred Stock, the General
Partner shall give written notice thereof  to  each  holder  of  record  of
Series B Preferred Units, within ten Business Days following receipt of the
Exchange  Notice,  by (m) fax, and (n) 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 B Preferred Units shall
be entitled to exchange, pursuant to the provision of SECTION 9(B) a number
of Series B Preferred Units  which  would comply with the provisions on the
ownership limitation of the General Partner set forth in such Article NINTH
of  the Charter and any Series B Preferred  Units  not  so  exchanged  (the
"EXCESS  UNITS") shall be redeemed by the Partnership for cash in an amount
equal to the  original  capital  contribution  per  Series B Preferred Unit
being  redeemed  plus  any  accrued  and  unpaid Series B Priority  Return,
whether or not declared, to the date of redemption.   The written notice of
the General Partner shall state (A) the number of Excess Units held by such
holder, (B) the redemption price of the Excess Units, (C) the date on which
such Excess Units shall be redeemed, which date shall be  no  later than 60
days following the receipt of the Exchange Notice, (D) the place  or places
where such Excess Units are to be surrendered for payment of the Redemption
Price,  (E) that distributions on the Excess Units will cease to accrue  on
such redemption  date, and (F) that payment of the redemption price will be
made upon presentation and surrender of such Excess Units.  In the event an
exchange would result  in  Excess  Units,  as a condition to such exchange,
each holder of such units agrees to provide  representations  and covenants
reasonable requested by the General Partner relating to (1) 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 beneficially own the stock of the General Partner in  excess
of the amounts  provided  in  Article  NINTH  of  the  Charter (taking into
account  the  provisions  of the Articles Supplementary); and  (2)  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.

<PAGE> A-10

     (iv) The redemption of Series B Preferred Units described in SECTION 9
(A)(II) and (III) shall be subject to the provisions of SECTION 6(B)(I) and
SECTION  6(C)(II);  provided,  that  the  term  "redemption  price" in such
Section shall be read to mean the original capital contribution  per Series
B  P referred Unit being redeemed plus all accrued and unpaid distributions
to the redemption date.

     (b)  PROCEDURE  FOR  EXCHANGE.  (i)  Any  exchange  shall be exercised
pursuant to a notice of exchange (the "EXCHANGE NOTICE") delivered  to  the
General Partner by the Holder who is exercising such exchange right, by (A)
fax  and  (B)  by certified mail postage prepaid.  The exchange of Series B
Preferred Units,  or a specified portion thereof, may be effected after the
fifth (5{th}) Business  Day following receipt by the General Partner of the
Exchange  Notice by delivering  certificates,  if  any,  representing  such
Series B Preferred  Units  to  be  exchanged  together with, if applicable,
written  notice  of  exchange  and a proper assignment  of  such  Series  B
Preferred Units to the office of  the  General  Partner maintained for such
purpose.  Currently, such office is 35 Century Park-Way,  Salt  Lake  City,
Utah 84115.  Each exchange will be deemed to have been effected immediately
prior to the close of business on the date on which such Series B Preferred
Units  to be exchange (together with all required documentation) shall have
been surrendered and notice shall have been received by the General Partner
as aforesaid  and  the  Exchange Price shall have been paid.  Any shares of
Series B Preferred Stock  issued  pursuant  to  this  SECTION  9  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  Charter, the Bylaws of the General Partner, the
Securities Act and relevant state securities or blue sky laws.

     (ii) In the event of an  exchange  of  Series  B  Preferred  Units for
shares  of  Series  B  Preferred Stock, an amount equal to the accrued  and
unpaid distributions, whether  or  not declared, to the date of exchange on
any Series B Preferred Units tendered  for exchange shall (A) accrue on the
shares of the Series B Preferred Stock into  which  such Series B Preferred
Units are exchanged, and (B) continue to accrue on such  Series B Preferred
Units,  which  shall remain outstanding following such exchange,  with  the
General  Partner   as   the  holder  of  such  Series  A  Preferred  Units.
Notwithstanding anything  to  the  contrary  set  forth herein, in no event
shall a holder of a Series B Preferred Unit that was validly exchanged into
Series B Preferred Stock pursuant to this section (other  than  the General
Partner no holding such Series B Preferred
Unit),  receive  a cash distribution from the Partnership, if such  holder,
after exchange, is  entitled  to receive a distribution with respect to the
share of Series B Preferred Stock  for  which  such Series B Preferred Unit
was exchanged or redeemed.

     (iii) Fractional shares of Series A 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 B Preferred
Stock on the day prior  to the exchange date as determined in good faith by
the Board of Directors of the General Partner.

<PAGE> A-11

     (c)  ADJUSTMENT OF SERIES B EXCHANGE PRICE.  (i) The Series B Exchange
Price  is  subject  to  adjustment  upon  certain  events,  including,  (A)
subdivisions, combinations  and  reclassification of the Series B Preferred
Stock, and (B) distribution to all  holders  of Series B Preferred Stock of
evidence  of  indebtedness  of  the General partner  or  assets  (including
securities, but excluding dividends  and  distributions paid in cash out of
equity applicable to Series B Preferred Stock).

          (ii) 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 B
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 B 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 the
number of shares of Series B Preferred Stock or fraction thereof into which
one  Series  B  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.

     (d)  The  exchange rights set forth in the SECTION 9 are  provided  to
the holders of the  Series  B Preferred Units in lieu of any other exchange
rights  in  respect of Partnership  Units  set  forth  in  the  Partnership
Agreement or  in  the  Exchange  Agreement.  In addition, so long as either
Contributor, or any of their permitted  successors  or  assigns,  hold  any
Series  B  Preferred  Units, the Company shall not, without the affirmative
vote of the holders of  at least two-thirds of the Series B Preferred Units
outstanding  at  the  time:  (a)  designate  or  create,  or  increase  the
authorized or issued amount of, any class or series of shares ranking prior
to  the  Series  B  Preferred   Shares  with  respect  to  the  payment  of
distributions  or rights upon liquidation,  dissolution  or  winding-up  or
reclassify any authorized  shares  of  the Company into any such shares, or
create, authorize or issue any obligations  or security 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 Shares
or reclassify any authorized shares of the Company 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  Shares  are  issued  to  an Affiliate of the
Company; (c) amend, alter or repeal the provisions of the  Charter  or  By-
Laws  of  the  Company, whether by merger, consolidation or otherwise, that
would  materially   and   adversely  affect  the  powers,  special  rights,
preferences, privileges or voting power of the Series B Preferred Shares or
the holders of the Series B  Preferred  Shares  or  the  Series B Preferred
Units;  PROVIDED,  HOWEVER, that any increase in the amount  of  authorized
preferred shares of beneficial interest of the Company ("PREFERRED SHARES")
or the creation or issuance  of  any  other  series  or  class of Preferred
Shares, or any increase in the amount of authorized shares of each class or
series,  in each case ranking either (1) junior to the Series  B  Preferred
Shares with

<PAGE> A-12

respect to the payment of distributions and the distribution of assets upon
liquidation,  dissolution or winding-up, or (2) on a parity with the Series
B Preferred Shares  with  respect  to  the  payment of distributions or the
distribution of assets upon liquidation, dissolution  or  winding-up to the
extent such Preferred Shares are not issued to an Affiliate of the Company,
shall  not  be  deemed  to  materially  and  adversely affect such  rights,
preferences, privileges or voting powers.

          SECTION 10. NO CONVERSION RIGHTS.  Except as set forth in Section
9, the holders of the Series B Preferred Units shall not have any rights to
convert such units into shares of any other class  or  series  of  stock or
into any other securities of, or interest in, the Partnership.

          SECTION   11.   NO  SINKING  FUND.   No  sinking  fund  shall  be
established for the retirement or redemption of Series B Preferred Units.

          SECTION 12. EXHIBIT A TO PARTNERSHIP AGREEMENT.  In order to duly
reflect the issuance of the  Series  B Preferred Units provided for herein,
the Partnership Agreement is hereby further  amended  by deleting EXHIBIT A
thereto and replacing EXHIBIT A attached hereto therefor.

<PAGE> A-13
                        Exhibit A to Schedule A

<PAGE>
                             EXHIBIT A

                PARTNERS AND PARTNERSHIP INTERESTS


<TABLE>
<CAPTION>                                               Partnership               Percentage
                 Name of Partner                           Units                   Interest
------------------------------------------------------------------------------------------------
 <S>                                              <C>                       <C>

GENERAL PARTNER
JP Realty, Inc.
35 Century Park-Way
Salt Lake City, Utah 84115                                      17,640,747                 82.74871%

LIMITED PARTNERS
Boise Mall Investment Company, Ltd.                                824,411                  3.86712%
Brown, Mike                                                            125                  0.00059%
Bybee, Terry                                                           320                  0.00150%
Cache Valley Mall Partnership, Ltd.                                328,813                  1.54239%
Chandler, Harry                                                        100                  0.00047%
Clauson, Pat                                                           100                  0.00047%
Cloward, Burke                                                      35,460                  0.16633%
Cordano, Alan                                                          765                  0.00359%
Cordano, James                                                       1,531                  0.00718%
Curtis, Greg                                                            24                  0.00011%
Curtis, Vardell                                                        125                  0.00059%
East Ridge Partnership                                                 100                  0.00047%
Enslow, Mike                                                           320                  0.00150%
Fairfax Holding, LLC                                               786,226                  3.68801%
Frank, Alan                                                          5,486                  0.02573%
Frazier, G. Rex                                                      3,680                  0.01726%
Frei, Michael                                                        6,817                  0.03198%
Gillette, Jerry                                                        100                  0.00047%
Hall Investment Company                                             10,204                  0.04786%
Hansen, Kenneth                                                      5,102                  0.02393%
JCP Realty, Inc.                                                   350,460                  1.64393%
KFC Advertising                                                      5,487                  0.02574%
Kelley, Chad                                                           125                  0.00059%
Kelley, Paul                                                            25                  0.00012%
King American Hospital, Ltd.                                        63,424                  0.29751%
King Provo, Ltd.                                                    64,872                  0.30430%
King, Warren P.                                                      6,244                  0.02929%
Mendenhall, Paul K.                                                    214                  0.00100%
Mulkey, Tom                                                            100                  0.00047%
North Plains Development Company, Ltd.                              19,033                  0.08928%
North Plains Land Company, Ltd.                                      1,758                  0.00825%
Olson, Carl                                                          1,894                  0.00888%
Orton, Byron                                                           125                  0.00059%
Peterson, Martin G.                                                    692                  0.00325%
Pine Ridge Development Company, Ltd.                                77,641                  0.36420%
Pine Ridge Land Company, Ltd.                                        5,176                  0.02428%
Price, John                                                            200                  0.00094%
Price, Steven                                                          350                  0.00164%

<PAGE> EX.A-1
<CAPTION>
                                                         Partnership               Percentage
                  Name of Partner                           Units                   Interest
------------------------------------------------------------------------------------------------
 <S>                                              <C>                       <C>

Price 800 Company, Ltd.                                            156,615                  0.73465%
Price Commerce, Ltd.                                                63,423                  0.29750%
Price East Bay, Ltd.                                                37,157                  0.17430%
Price Eugene Bailey Company, Ltd.                                   17,497                  0.08207%
Price Fremont Company, Ltd.                                        166,315                  0.78015%
Price Glendale Company, Ltd.                                         3,935                  0.01846%
Price Orem Investment Company, Ltd.                                 66,747                  0.31309%
Price Plaza 800 Company, Ltd.                                       12,199                  0.05722%
Price Riverside Company, Ltd.                                       10,983                  0.05152%
Price Rock Springs Company, Ltd.                                    11,100                  0.05207%
Price Taywin Company, Ltd.                                         106,381                  0.49901%
Priet, Nettie                                                          100                  0.00047%
Red Cliff Mall Investment Company                                  167,379                  0.78514%
RMC Mall Corp.                                                      41,518                  0.19475%
Roebbelen Engineering                                               72,000                  0.33774%
Souvall, Sam                                                        23,371                  0.10963%
Taycor Ltd.                                                         35,462                  0.16634%
Tech Park II Company, Ltd.                                           4,929                  0.02312%
Timothy, Jodi                                                          150                  0.00070%
Vise, Phil                                                             160                  0.00075%
Watcott, Keith                                                      35,460                  0.16633%
Watkins, Gary                                                        5,102                  0.02393%
Wilcher, Abe                                                         5,306                  0.02489%
Wilcher, Lena                                                       10,000                  0.04691%
YSP                                                                 16,787                  0.07874%
Total                                                           21,318,452                100.00000%
SSB Tax Advantaged Exchange Fund I, LLC                            510,000               100.00000%{1}
Belcrest Realty Corporation                                      2,400,000                63.15789%{2}
Belair Real Estate Corporation                                   1,400,000                36.84211%{2}
                                                                 3,800,000                100.00000%
</TABLE>
___________________________

1. Represents all of the Series A Preferred Units issued by the Partnership.
2. Represents a percentage of the Series B Preferred  Units  issued  by  the
   Partnership.



<PAGE> A-2