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


           FIFTH  AMENDMENT  TO  THE  SECOND  AMENDED AND RESTATED AGREEMENT OF
LIMITED  PARTNERSHIP  OF PRICE DEVELOPMENT COMPANY,  LIMITED  PARTNERSHIP  (the
"Partnership"), dated as  of  May 1, 2000 (the "Partnership Agreement"), by and
among JP Realty, Inc., as general  partner  (the  "General  Partner"),  and the
Persons  whose  names are set forth on EXHIBIT A attached thereto and any other
Persons who may have become partners in the Partnership as provided therein, as
limited partners  (the  "Limited  Partners").  Capitalized  terms  used but not
otherwise defined in this First Amendment shall have the same meanings ascribed
to them in the Partnership Agreement.

                           W I T N E S S E T H:

           WHEREAS,  on  the  date  hereof, Salomon Smith Barney Tax Advantaged
Exchange   Fund   III,  LLC,  a  Delaware  limited   liability   company   (the
"Contributor"), has  made  a  capital contribution of $8,000,000 in cash to the
Partnership  in  exchange for which  Contributor  is  entitled  to  receive  an
aggregate of 320,000  8.75% Series C Cumulative Redeemable Preferred Units (the
"Series C Preferred Units")  in  the  Partnership with the rights, preferences,
exchange and other rights, voting powers  and  restrictions,  limitations as to
distributions,  qualifications  and  terms and conditions as set forth  in  the
Partnership Agreement, as amended hereby;

           WHEREAS, Contributor desires  to  become  a party to the Partnership
Agreement  as a Limited Partner and to be bound by the  terms,  conditions  and
other provisions of the Partnership Agreement;

           WHEREAS,   the   Partnership   Agreement   is  hereby  amended  (the
"Amendment") to reflect (i) the issuance of the Series  C Preferred Units, (ii)
the admission of Contributor as a Limited Partner and holder  of 320,000 Series
C Preferred Units, and (iii) other matters described herein;

           WHEREAS,  pursuant  to Section 11.4.C of the Partnership  Agreement,
the General Partner has approved  the  restatement  of the Schedule of Partners
set  forth  on  EXHIBIT  A  to  the  Partnership  Agreement (the  "Schedule  of
Partners")  that  reflects  the  current composition of  the  Partners  of  the
Partnership; and

           WHEREAS, pursuant to Section  4.2  of the Partnership Agreement, the
General Partner is authorized to enter into this  Fifth  Amendment for purposes
of amending the Partnership Agreement to include the Amendment and the Schedule
of Partners attached hereto.

           NOW,  THEREFORE,  pursuant  to  Sections  4.2  and  11.4.B   of  the
Partnership  Agreement,  the  General  Partner  hereby  amends  the Partnership
Agreement as follows:

           1.   ISSUANCE OF PREFERRED UNITS. Pursuant to Section  4.2.A  of the
Partnership  Agreement,  the  Partnership  hereby  designates  a  new series of
Preferred  Units  as  8.75%  Series  C  Cumulative  Redeemable  Preferred Units
("Series  C Preferred Units") and the Series C Preferred Units shall  have  the
rights, preferences,  exchange  rights,  voting  powers and other restrictions,
limitations  as  to  distributions,  qualifications and  terms  and  conditions
specified in the Partnership Unit Designation  attached  as  SCHEDULE A to this
Amendment to the Partnership Agreement (which schedule shall be titled Schedule
C when attached to the Partnership Agreement).

<PAGE> 1
           2.   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.

           3.   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 set forth below.


DATED: May 1, 2000              GENERAL PARTNER:

                                 J.P. REALTY, INC.


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

                                 SALOMON SMITH BARNEY TAX ADVANTAGED EXCHANGE
                                 FUND III, LLC


                                 By: /s/ Sheri Cabasso
                                    --------------------
                                 Name: Sheri Cabasso
                                 Title: Vice President

<PAGE>
                                   SCHEDULE A
                                   ----------

         Terms of 8.75% Series C Cumulative Redeemable Preferred Units

      SECTION 1 DEFINITIONS.  Capitalized terms that are used herein shall have
the same  meanings  as  set  forth  in the attached 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 Articles of Amendment and Restatement  of  the
Company, dated as of November  19,  1993, as originally filed as an Articles of
Incorporation with the Maryland State  Department  of  Assessments and Taxation
(the  "DEPARTMENT")  on  September  8,  1993.  as amended by a  Certificate  of
Correction on October 22, 1993, as thereafter amended  on  October 27, 1993 and
by those certain Articles Supplementary filed with the Department  on April 23,
1999,  July 28, 1999 and May 1, 2000, and as further amended and restated  from
time to time.

     (c)   "LIQUIDATION  PREFERENCE"  means,  with  respect  to  the  Series  C
Preferred  Units,  the sum, payable in U.S. dollars, of (i) $25.00 per Series C
Preferred Unit, plus  (ii)  the  amount  of any accumulated and unpaid Priority
Return (as hereinafter defined) with respect  to  such  unit,  whether  or  not
declared, to the date of payment.

     (d)   "PARITY  PREFERRED  UNITS"  means 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
C Preferred Units (as hereinafter defined)  with  respect  to distributions and
rights upon voluntary or involuntary liquidation, winding-up  or dissolution of
the Partnership.

     (e)   "PRIORITY RETURN" means an amount, payable in U.S. dollars, equal to
8.75%  per  annum  of  the Liquidation Preference per Series C Preferred  Unit,
commencing on the date of  issuance of such Series C Preferred Unit, determined
on the basis of a 360-day year  of twelve 30-day months (or actual days for any
month which is shorter than a full  monthly  period),  cumulative to the extent
not distributed on any Series C Preferred Unit Distribution Payment Date.

     (f)   "PTP" means a "publicly traded partnership" within  the  meaning  of
Section 7704 of the Code.

     (g)   "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  4.2  of  the
Partnership  Agreement,  a  series  of  Partnership  Units  in  the Partnership
designated as the "8.75% Series C Cumulative Redeemable Preferred  Units." (the
"SERIES  C  PREFERRED  UNITS")  is  hereby  established.   The number of Series
Preferred Units shall be 320,000.

     SECTION 3  DISTRIBUTIONS.  (a)  PAYMENT OF DISTRIBUTIONS.   Subject to the
rights of holders of Parity Preferred Units as to the payment of distributions,
pursuant to other Partnership Unit Designations executed under Section  4.2  of
the  Partnership  Agreement,  holders  of  Series  C  Preferred  Units shall be
entitled  to  receive  the  Priority  Return  when,  as and if declared by  the
Partnership acting through the General Partner.  Such  distributions  shall  be
cumulative,  shall  accrue  from  the original date of issuance of the Series C
Preferred Units and will be payable  (i)  quarterly (such quarterly periods for
purposes of

<PAGE>
payment  and  accrual  will be the  quarterly   periods  ending  on  the  dates
specified in  this  sentence  and not  calendar  year quarters)  in arrears, on
March  31,  June  30,  September 30, and December 31 of each year commencing on
June 30, 2000 and, (ii)  in  the  event  of  a redemption of Series C Preferred
Units  on  the redemption date (each a "SERIES C  PREFERRED  UNIT  DISTRIBUTION
PAYMENT DATE").   If  any  Series C Preferred Unit Distribution Payment Date is
not a Business Day (as hereinafter  defined),  then payment of the distribution
to  be made on such date will made on the Business  Day  immediately  preceding
such   date  with  the  same  force  and  effect  as  if  made  on  such  date.
Distributions  on  the  Series C Preferred Units will be made to the holders of
record of the Series C Preferred Units on the relevant record dates to be fixed
by the Partnership acting  through  the  General Partner, which 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 C Preferred Unit Distribution Payment Date (the "SERIES C PREFERRED UNIT
PARTNERSHIP RECORD DATE").

     (b)   The term "BUSINESS DAY" means 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.

     (c)   PROHIBITION ON DISTRIBUTION.  No distributions on Series C 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.

     (d)   DISTRIBUTIONS  CUMULATIVE.  Distribution on the Series  C  Preferred
Units will accrue whether or  not  the terms and provisions of any agreement of
the Partnership, including any agreement  relating  to  its indebtedness at any
time  prohibit  the  current  payment  of  distributions, whether  or  not  the
Partnership has earnings, whether or not there  are funds legally available for
the payment of such distributions and whether or  not  such  distributions  are
authorized.   Accrued  but unpaid distributions on the Series C Preferred Units
will accumulate as of the  Series C 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 C preferred  Unit  Distribution  Payment  Date to
holders  of record of the Series C Preferred Units on the record date fixed  by
the Partnership acting through the General Partner which date shall not be more
than 15 Business  Days  prior  to  the  payment  date.   Accumulated and unpaid
distributions will not bear interest.

     (e)   PRIORITY  AS  TO  DISTRIBUTIONS.   (i)   So  long as  any  Series  C
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 ranking junior as to the payment
of  distributions or  rights  upon  a  voluntary  or  involuntary  liquidation,
dissolution  or  winding-up  of the Partnership to the Series C Preferred Units
(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  C Preferred units, any Parity Preferred Units or
other acquisition for consideration of any Series C Preferred Units, any Parity
Preferred Units or any Junior Units,  unless,  in  each case, all distributions
accumulated  on  all Series C Preferred Units and all  classes  and  series  of
outstanding Parity  Preferred  Units  have  been  paid  in full.  The foregoing
sentence shall not prohibit (x) distributions payable solely  in  Junior Units,
(y)  the  conversion of Junior Units or Parity Preferred Units into Partnership
Interests ranking junior to the Series C Preferred Units, or (z) the redemption
of Partnership  Interests corresponding to any Series C Preferred Stock, Parity
Preferred Stock 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

<PAGE>

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 C Preferred Units, all distributions authorized  and
declared  on the Series  C  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 C Preferred Unit and
such other  classes or series of Parity Preferred Units shall in all cases bear
to each other  the same ratio that accrued distributions per Series C 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.

     (f)   NO FURTHER RIGHTS.  Holders of Series C Preferred Units shall not be
entitled to any distributions,  whether  payable  in  cash,  other  property or
otherwise, in excess of time full cumulative distributions described herein.

     SECTION 4  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 C 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  Liquidation  Preference;
provided,  however, that in no event shall such  amount  exceed  such  holder's
Capital Account balance 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  C  Preferred  Units  and  any  Parity Preferred Units as to rights upon
liquidating, dissolution or winding-up of  the  Partnership,  all  payments  of
liquidation,  distributions  on  the  Series  C Preferred Units and such Parity
Preferred Units shall be made so that the payments  on  the  Series C 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 C 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 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 C
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
Liquidation  Preference to which they are entitled, the  holders  of  Series  C
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 or
other entity (or of any corporation,  trust  or  other  entity with or into the
Partnership)  shall not be deemed to constitute a liquidation,  dissolution  or
winding-up of the Partnership.

<PAGE>
     SECTION 5  OPTIONAL  REDEMPTION.   (a)  RIGHT OF OPTIONAL REDEMPTION.  The
Series C Preferred Units may not be redeemed prior to May 1, 2005.  On or after
such  date,  the  Partnership shall have the  right  to  redeem  the  Series  C
Preferred Units, in  whole  (but, not in part), at any time, upon not less than
30 nor more than 60 days' written  notice,  at  a  redemption price, payable in
cash, equal to the Liquidation Preference (the "SERIES C REDEMPTION PRICE").

     (b)   LIMITATION ON REDEMPTION.  (i)  The Series C 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
an additional  capital  contribution, or out of the sale of limited partnership
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 of
the  General  Partner),  shares,  participation  or  other  ownership  interest
(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  C  Preferred  Units  unless  all  accumulated  and  unpaid
distributions have been paid on all  Series C 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 he (A)
faxed, and (B) mailed by the Partnership, by certified  mail,  postage prepaid,
not less than 30 nor more than 60 days prior to the redemption date,  addressed
to  the  respective holders of record of the Series C Preferred Units at  their
respective  addresses  as  they  appear  on  the records of the Partnership. No
failure  to give or defect in such notice shall  affect  the  validity  of  the
proceedings for the redemption of any Series C 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 C Redemption Price, (3) the aggregate number  of  Series C
Preferred  Units  to  be redeemed, (4) the place or places where such Series  C
Preferred Units are to  be  surrendered  for payment of the Series C Redemption
Price, (5) that distributions on the Series  C  Preferred  Units to be redeemed
will cease to accumulate on such redemption date and (6) that  payment  of  the
Series  C Redemption Price will be made upon presentation and surrender of such
Series C Preferred Units.

           (ii) If  the  Partnership gives a notice of redemption in respect of
Series C 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 C Preferred Units  being
redeemed funds sufficient to pay  the  applicable Series C Redemption Price and
will  give  irrevocable  instructions  and  authority  to  pay  such  Series  C
Redemption Price to the holders of the Series  C Preferred Units upon surrender
of the Series C Preferred Units by such holders  at the place designated in the
notice of redemption. On and after the date of redemption,  distributions  will
cease  to  accumulate  on  the  Series C Preferred Units called for redemption,
unless the Partnership defaults in  the  payment thereof, if any date fixed for
redemption of Series C Preferred Units is  not  a Business Day, then payment of
the Series C Redemption Price payable on such date  will  he  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 he 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 C Redemption Price
is   improperly   withheld  or  refused  and  not  paid  by  the   Partnership,
distributions on such Series C Preferred Units will continue to accumulate from
the original redemption  date  to the date of payment, in which case the actual
payment date will he considered  the  date fixed for redemption for purposes of
calculating the applicable Series C Redemption Price.

<PAGE>

     SECTION 6  VOTING  RIGHTS.   (a)   GENERAL.    Holders  of  the  Series  C
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 14.2 of the Partnership Agreement and in this Section 6.

     (b)   CERTAIN  VOTING  RIGHTS.  So  long  as  any Series C Preferred Units
remain outstanding, the Partnership shall not, without  the affirmative vote of
the holders of at least two-thirds of the Series C Preferred  Units outstanding
at  the  time:  (i) authorize or create, or increase the authorized  or  issued
amount of, any class  or  series  of Partnership Interests ranking prior to the
Series C Preferred Units with respect  to  payment  of  distributions or rights
upon  liquidation,  dissolution  or  winding-up or reclassify  any  Partnership
Interests into any such Partnership Interest, or create, authorize or issue any
obligations or security convertible into  or  evidencing  the right to purchase
any  such  Partnership  Interests;  (ii) authorize or create, or  increase  the
authorized or issued amount of any Parity  Preferred  Units  or  reclassify any
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  Interests  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 interests  was  to allow the
General Partner to issue corresponding preferred stock to persons who  are  not
Affiliates  of  the  Partnership;  or  (iii)  either  (A) exchange shares with,
consolidate with, 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 adversely affect the powers,  special
rights, preferences, privileges or voting power of the Series C Preferred Units
or the holders thereof: PROVIDED,  HOWEVER, that with respect to the occurrence
of a share exchange, 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  C  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  C Preferred
Units  for  other interests in such entity having substantially the same  terms
and  rights as  the  Series  C  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
adversely affect such rights, privileges or voting powers of the holders of the
Series C Preferred Units; and PROVIDED FURTHER  that any increase in the amount
of Partnership Interests or the creation or issuance  of  any  other  class  or
series  of Partnership Interests, in each case ranking (y) junior to the Series
C Preferred  Units with respect to payment of distributions or the distribution
of assets upon  liquidation,  dissolution  or winding-up, or (z) on a parity to
the Series C Preferred Units with respect to  payment  of  distributions or the
distribution  of  assets  upon liquidation, dissolution or winding-up,  to  the
extent  such Partnership Interest  are  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, such issuance 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 Section 14.2 of the Partnership Agreement and the provisions  of
this SECTION 6, the provisions of this SECTION 6 shall control.

     SECTION 7  TRANSFER  RESTRICTIONS.  The Series C Preferred  Units shall be
subject to all of the provisions  of  Article  11 of the Partnership Agreement.
Article 11 is hereby amended by adding a new Section 11.8 to the end of Article
11 as follows:

     "11.8  Notwithstanding anything to the contrary  contained  in  Article 11
hereof,  (i)  a transfer of all or any portion of the Series C 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 C Preferred Units to have
such Series C Preferred Units redeemed; provided  that  the foregoing shall not
apply  to  (x)  a  transfer  in  violation  of  Section  11.3C

<PAGE>

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  *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 8  EXCHANGE RIGHTS. (a)  RIGHT TO EXCHANGE.  (i)   Subject  in all
cases to the ownership limitations set forth in the Charter, Series C Preferred
Units  will  he exchangeable in whole (but not in part) at any time on or after
the tenth (10th)  anniversary  of  the  date  of issuance, at the option of the
holders thereof, for authorized but previously  unissued shares of 8.75% Series
C Cumulative Redeemable Preferred Stock of the General  Partner  (the "SERIES C
PREFERRED STOCK") at an exchange rate of one share of Series C Preferred  Stock
for  one Series C Preferred Unit, subject to adjustment as described below (the
"SERIES  C  EXCHANGE  PRICE"),  provided that the Series C Preferred Units will
become exchangeable at any time,  in  whole (but not in part), at the option of
the holders of Series C Preferred Units  for Series C Preferred Stock if (x) at
any time full distributions shall not have  been  timely  made  on any Series C
Preferred  Unit  with  respect  to  six  prior  quarterly distribution periods,
whether or not consecutive; PROVIDED, HOWEVER, that  a  distribution in respect
of Series C Preferred Units shall be considered timely made  if made within two
Business  Days  after  the  applicable  Series  C  Preferred Units 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,  (y)  upon  receipt  by a holder or holders of Series C Preferred
Units of (1) notice from the General  Partner  that  the  General  Partner or a
Subsidiary  of  the General Partner has taken the position that the Partnership
is, or upon the occurrence  of a defined event in the immediate future will be,
a  PTP  and  (2)  an  opinion rendered  by  an  outside  nationally  recognized
independent counsel familiar with such matters addressed to a holder or holders
of Series C 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, or (z) the holders of the Series C Preferred Units determine and the
General Partner confirms that such holders hold or will hold 20% or more of the
profits and capital interests of the Partnership: PROVIDED,  that  (i)  in  the
case  of  clause (z), the Series C Preferred Units will be exchangeable only to
the extent  necessary  to  reduce  the  holdings of the holders of the Series C
Preferred Units to less than 20% of the profits  and  capital  interests of the
Partnership  and (ii) if such notice and opinion described in clauses  (1)  and
(2) refers to  a  defined  event,  the  Series  C  Preferred  Units will become
exchangeable only after the defined event occurs; PROVIDED FURTHER, that in the
event any such exchange would result from application of clause  (y)(2)  above,
no  exchange  will  he available to the holders of Series C Preferred Units if,
within 15 Business Days  of  the date of delivery of the opinion referred to in
clause (y)(2) above, the General  Partner  delivers  to such holders an opinion
rendered by an outside nationally recognized independent  counsel familiar with
such matters addressed to the General Partner, that upon the occurrence of such
defined  event  the Partnership will not or likely will not become  a  PTP.  In
addition to and not  in  limitation  of  the  foregoing,  but  subject  to  the
ownership  limitations  in  the  Charter,  the  Series C Preferred Units may be
exchanged for Series C Preferred Stock, in whole  (but  not  in  part),  at the
option of any holder prior to the tenth (10th) anniversary of the issuance date
and  after  the  third anniversary thereof if such holder of Series C Preferred
Units shall deliver  to  the General Partner either (i) a private letter ruling
addressed to such holder of  Series  C  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 C
Preferred Units at such  earlier  time  would  not cause the Series C Preferred
Units  to  be  considered  "stock  and  securities"  within   the   meaning  of
Section  351(c) of the Code for purposes of determining whether time holder  of
such Series  C  Preferred Units is an "investment company" under Section 721(b)
of the Code if an exchange is permitted at such earlier date.

           (ii) Notwithstanding  anything  to the contrary set forth in SECTION
8(A)(I), if an Exchange Notice (as hereinafter  defined)  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  (but  not  a  portion) of the

<PAGE>

outstanding  Series  C  Preferred  Units  for  cash in an amount equal  to  the
Liquidation Preference per Series C Preferred Unit.  The  General  Partner  may
exercise its option to redeem the Series C Preferred Units for cash pursuant to
this  SECTION  8(A)(II)  by  giving each holder of record of Series C Preferred
Units notice of its election to  redeem for cash, within 15 Business Days after
receipt of the Exchange Notice, by  fax  and  registered mail, postage paid, at
time address of each holder as it may appear on  the records of the Partnership
stating (A) the redemption date, which 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 C Preferred Units are to be surrendered  for payment of
the  redemption  price, (D) that distributions on the Series C Preferred  Units
will  cease to accrue  on  such  redemption  date,  (E)  that  payment  of  the
redemption  price will he made upon presentation and surrender of time Series C
Preferred Units  and (F) the aggregate number of Series C Preferred Units to be
redeemed.

           (iii) If an exchange of all or a portion of Series C Preferred Units
pursuant  to  SECTION   8(A)(I)  would  violate  the  provisions  on  ownership
limitation of the General  Partner set forth in Article NINTH of the Charter of
the General Partner with respect  to  the Series C Preferred Stock, the General
Partner shall give written notice thereof  to each holder of record of Series C
Preferred  Units, within 15 Business Days following  receipt  of  the  Exchange
Notice, by fax,  and  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 C Preferred Units shall he entitled  to  exchange, pursuant to
the provisions of SECTION 8(B) a number of Series C 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 of the General Partner and  any
Series  C  Preferred  Units  not  so  exchanged  (the  "EXCESS UNITS") shall be
redeemed  by  the Partnership for cash in an amount equal  to  the  Liquidation
Preference. 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 he 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 reasonably  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
own in excess  of  5.0%  of  the  stock  of the General Partner; and (2) to the
extent such holder can so represent and covenant  without obtaining information
from its owners, the holder's ownership of Units of  the  Partnership  and  its
affiliates.

           (iv) The redemption of Series C Preferred Units described in SECTION
8(A)(II)  AND  (III)  shall be subject to the provisions of SECTION 5 provided,
however, that the term "redemption price" in such Section shall he read to mean
the Liquidation Preference per Series C Preferred Unit being redeemed.

     (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 fax and
by certified mail postage prepaid.  The  exchange  of Series C Preferred Units,
or a specified portion thereof, may be effected after  the  fifth  Business Day
following  receipt  by the General Partner of the Exchange Notice by delivering
certificates,  if any,  representing  such  Series  C  Preferred  Units  to  be
exchanged together with, if applicable, written notice of exchange and a proper
assignment of such  Series  C  Preferred  Units  to  the  office of the General
Partner maintained for such purpose.  Currently, such office  is  located at 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 C Preferred Units to be exchanged (together with all required
documentation)  shall have been surrendered and notice shall have been received
by  the  General  Partner  as  aforesaid  and  the

<PAGE>
Exchange  Price  shall  have  been  paid.  Any Series C Preferred Stock  issued
pursuant  to this  SECTION 8  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 of 1933, as amended, and
relevant  state securities or blue sky laws.

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

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

     (c)   ADJUSTMENT OF EXCHANGE PRICE.  (i)  The Exchange Price is subject to
adjustment  upon  certain  events,  including  subdivisions,  combinations  and
reclassification of the Series C 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 C 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 C
Preferred  Unit  will  thereafter  be exchangeable into the kind and amount  of
shares of capital stock and other securities  and  property  (including cash or
any combination thereof) upon the consummation of such transaction  by a holder
of  that number of shares of Series C Preferred Stock or fraction thereof  into
which  one  Series  C 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.

     SECTION 9  NO CONVERSION  RIGHTS.   Except  as set forth in SECTION 8, the
holders of the Series C 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 10 NO SINKING FUND. No sinking fund shall be established  for  the
retirement or redemption of Series C Preferred Units.

     SECTION 11 EXHIBIT  A  TO  PARTNERSHIP AGREEMENT. In order to duly reflect
the  issuance  of  the  Series  C Preferred  Units  provided  for  herein,  the
Partnership Agreement is hereby further  amended  pursuant  to  Section  14.1.B
thereof  by  deleting Exhibit A thereto and replacing Exhibit A attached hereto
therefor.

     SECTION 12 ALLOCATION  OF  GROSS INCOME.  The following paragraph shall be
applied in conjunction with Section 6.2H of the Partnership Agreement:

                The allocation of gross income to the Series C Preferred Units
     pursuant to Section 6.2H for any Partnership Year shall be limited to the
     excess, if

<PAGE>

     any, of Profits over  Losses  for  all Partnership Years since
     the issuance of the Series C Preferred Units (calculated  solely for this
     purpose as if Section 6.2H were not part of the Partnership Agreement and
     without  regard  to  Depreciation);  PROVIDED,  that the aggregate  gross
     income allocation to be made to the Class C Preferred Units and any other
     Parity Preferred Units subject to a similar limitation  shall  not exceed
     the  relevant amount of Profits over Losses available to be allocated  to
     all such Parity Preferred Units.


<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                                     16,219,290                         81.68727%

LIMITED PARTNERS
----------------
Boise Mall Investment Company, Ltd.                               824,411                          4.15208%
Brown, Mike                                                           125                          0.00063%
Butterworth, Jodi                                                     150                          0.00076%
Bybee, Terry                                                          320                          0.00161%
Cache Valley Mall Partnership, Ltd.                               328,813                          1.65604%
Chandler, Harry                                                       100                          0.00050%
Clauson, Pat                                                          100                          0.00050%
Cloward, Burke                                                     35,460                          0.17859%
Cordano, Alan                                                         765                          0.00385%
Cordano, James                                                      1,531                          0.00771%
Curtis, Greg                                                           24                          0.00012%
East Ridge Partnership                                                100                          0.00050%
Enslow, Mike                                                          320                          0.00161%
Fairfax Holding, LLC                                              786,226                          3.95977%
Frank, Alan                                                         5,486                          0.02763%
Frazier, G. Rex                                                     3,680                          0.01853%
Frei, Michael                                                       6,817                          0.03433%
Gillette, Jerry                                                       100                          0.00050%
Hall Investment Company                                            10,204                          0.05139%
Hansen, Kenneth                                                     5,102                          0.02570%
JCP Realty, Inc.                                                  350,460                          1.76507%
KFC Advertising                                                     5,487                          0.02763%
Kelley, Chad                                                          125                          0.00063%
Kelley, Paul                                                           25                          0.00013%
King American Hospital, Ltd.                                       63,424                          0.31943%
King Provo, Ltd.                                                   64,872                          0.32672%
King, Warren P.                                                     6,244                          0.03145%
Mendenhall, Paul K.                                                   214                          0.00108%
Mulkey, Tom                                                           100                          0.00050%
North Plains Development Company, Ltd.                             19,033                          0.09586%


</TABLE>
<TABLE>
<CAPTION>
                                                         Partnership                       Percentage
                  Name of Partner                           Units                           Interest
----------------------------------------------------------------------------------------------------------
<S>                                                <C>                                <C>
North Plains Land Company, Ltd.                                     1,758                          0.00885%
Olson, Carl                                                         1,894                          0.00954%
Orton, Byron                                                          125                          0.00063%
Peterson, Martin G.                                                   692                          0.00349%
Pine Ridge Development Company, Ltd.                               77,641                          0.39103%
Pine Ridge Land Company, Ltd.                                       5,176                          0.02607%
Price, John                                                           200                          0.00101%
Price, Steven                                                         350                          0.00176%
Price 800 Company, Ltd.                                           156,615                          0.78878%
Price Commerce, Ltd.                                               63,423                          0.31943%
Price East Bay, Ltd.                                               37,157                          0.18714%
Price Eugene Bailey Company, Ltd.                                  17,497                          0.08812%
Price Fremont Company, Ltd.                                       166,315                          0.83763%
Price Glendale Company, Ltd.                                        3,935                          0.01982%
Price Orem Investment Company, Ltd.                                66,747                          0.33617%
Price Plaza 800 Company, Ltd.                                      12,199                          0.06144%
Price Riverside Company, Ltd.                                      10,983                          0.05532%
Price Rock Springs Company, Ltd.                                   11,100                          0.05590%
Price Taywin Company, Ltd.                                        106,381                          0.53578%
Priet, Nettie                                                         100                          0.00050%
Red Cliff Mall Investment Company                                 167,379                          0.84299%
Roebbelen Engineering                                              72,000                          0.36262%
Souvall, Sam                                                       23,371                          0.11771%
Taycor Ltd.                                                        35,462                          0.17860%
Tech Park II Company, Ltd.                                          4,929                          0.02482%
Vise, Phil                                                            160                          0.00081%
Watcott, Keith                                                     35,460                          0.17859%
Watkins, Gary                                                       5,102                          0.02570%
Wilcher, Abe                                                        5,306                          0.02672%
Wilcher, Lena                                                      10,000                          0.05036%
YSP                                                                16,787                          0.08455%
                                                    ---------------------             ---------------------
Total                                                          19,855,352                        100.00000%
                                                    ---------------------             ---------------------


SSB Tax Advantaged Exchange Fund I, LLC                           510,000                       100.00000%{1}
                                                    ---------------------             --------------------


Belcrest Realty Corporation                                     2,575,000                        73.02632%{2}
Belair Real Estate Corporation                                  1,255,000                        26.97368%{2}
                                                    ---------------------             --------------------
                                                                3,800,000                        100.00000%
                                                    ---------------------             --------------------


SSB Tax Advantaged Exchange Fund III, LLC                         320,000                       100.00000%{3}
                                                    ---------------------             --------------------
</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.
3. Represents all of the Series C Preferred Units issued by the Partnership.