FOURTH AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                              REGENCY CENTERS, L.P.

              (formerly known as Regency Retail Partnership, L.P.)
<PAGE>
                                TABLE OF CONTENTS

                                    Article 1
                                  Defined Terms

                                    Article 2
                             Organizational Matters

Section 2.1       Organization; Application of Act............................16

Section 2.2       Name........................................................16

Section 2.3       Registered Office and Agent; Principal Office...............16

Section 2.4       Term........................................................16

                                    Article 3
                                     Purpose

Section 3.1       Purpose and Business........................................16

Section 3.2       Powers......................................................17

                                    Article 4
                    Capital Contributions; Issuance Of Units;
                                Capital Accounts

Section 4.1       Capital Contributions of the Partners.......................17

Section 4.2       Issuances of Additional Partnership Interests...............19

Section 4.3       No Preemptive Rights........................................21

Section 4.4       Capital Accounts of the Partners............................21

Section 4.5       Issuance of Series A Preferred Units........................22

                                    Article 5
                                  Distributions

Section 5.1       Requirement and Characterization of Distributions...........34

Section 5.2       Amounts Withheld............................................35

Section 5.3       Withholding.................................................35

Section 5.4       Distributions Upon Liquidation..............................37

                                    Article 6
                                   Allocations

                                       i
<PAGE>

Section 6.1       Allocations of Net Income and Net Loss......................37

Section 6.2       Special Allocation Rules....................................39

Section 6.3       Allocations for Tax Purposes................................40

                                    Article 7
                      Management And Operations Of Business

Section 7.1       Management..................................................41

Section 7.2       Certificate of Limited Partnership..........................46

Section 7.3       Restriction on General Partner's Authority..................47

Section 7.4       Responsibility for Expenses.................................47

Section 7.5       Outside Activities of the General Partner...................48

Section 7.6       Contracts with Affiliates...................................48

Section 7.7       Indemnification.............................................49

Section 7.8       Liability of the General Partner............................50

Section 7.9       Other Matters Concerning the General Partner................51

Section 7.10      Title to Partnership Assets.................................52

Section 7.11      Reliance by Third Parties...................................52

Section 7.12      Redemption of Units Held by General Partner.................53

                                    Article 8
                   Rights And Obligations Of Limited Partners

Section 8.1       Limitation of Liability.....................................53

Section 8.2       Management of Business......................................53

Section 8.3       Outside Activities of Limited Partners......................53

Section 8.4       Priority Among Partners.....................................54

Section 8.5       Rights of Limited Partners Relating to the Partnership......54

Section 8.6       Redemption of Units.........................................55

Section 8.7       Regency's Assumption of Right...............................58

                                    Article 9
                     Books, Records, Accounting And Reports

Section 9.1       Records and Accounting......................................59

Section 9.2       Fiscal Year.................................................59

Section 9.3       Reports.....................................................59

                                       ii

<PAGE>

                                   Article 10
                                   Tax Matters

Section 10.1      Preparation of Tax Returns..................................60

Section 10.2      Tax Elections...............................................60

Section 10.3      Tax Matters Partner.........................................60

Section 10.4      Organizational Expenses.....................................61

                                   Article 11
                            Transfers And Withdrawals

Section 11.1      Transfer....................................................62

Section 11.2      Transfer of General Partner's Partnership Interests.........62

Section 11.3      Limited Partners' Rights to Transfer........................63

Section 11.4      Substituted Limited Partners................................66

Section 11.5      Assignees...................................................66

Section 11.6      General Provisions..........................................67

                                   Article 12
                              Admission Of Partners

Section 12.1      Admission of Successor General Partner......................68

Section 12.2      Admission of Additional Limited Partners....................68

Section 12.3      Amendment of Agreement and Certificate......................69

Section 12.4      Representations and Warranties of Additional
                      Limited Partners.......................................69

                                   Article 13
                           Dissolution And Liquidation

Section 13.1      Dissolution.................................................69

Section 13.2      Winding Up..................................................70

Section 13.3      Compliance with Timing Requirements of Regulations;
                      Allowance for Contingent or Unforeseen Liabilities or
                      Obligations.............................................73

Section 13.4      Deficit Capital Account Restoration.........................73

Section 13.5      Deemed Distribution and Recontribution......................74

Section 13.6      Rights of Limited Partners..................................75

Section 13.7      Notice of Dissolution.......................................75

Section 13.8      Cancellation of Certificate of Limited Partnership..........75

                                      iii

<PAGE>

Section 13.9      Reasonable Time for Winding-Up..............................75

                                   Article 14
                  Amendment Of Partnership Agreement; Meetings

Section 14.1      Amendments..................................................75

Section 14.2      Meetings of Limited Partners................................79

                                   Article 15
                               General Provisions

Section 15.1      Addresses and Notice........................................79

Section 15.2      Titles and Captions.........................................80

Section 15.3      Pronouns and Plurals........................................80

Section 15.4      Further Action..............................................80

Section 15.5      Binding Effect..............................................80

Section 15.6      Waiver of Partition.........................................80

Section 15.7      Entire Agreement............................................80

Section 15.8      Remedies Not Exclusive......................................80

Section 15.9      Time........................................................81

Section 15.10     Creditors...................................................81

Section 15.11     Waiver......................................................81

Section 15.12     Execution Counterparts......................................81

Section 15.13     Applicable Law..............................................81

Section 15.14     Invalidity of Provisions....................................81

                                   Article 16
                                Power Of Attorney

Section 16.1      Power of Attorney...........................................81

                                       iv
<PAGE>

                                    SCHEDULES

Schedule 7.8(b)...Regency's PFIC Obligations

Schedule 8.6(a)...Transfer Restrictions in Regency's Articles of Incorporation

Schedule 13.4(a)..Electing Partners with Deficit Capital Account Make-up
                  Requirement

                                       v
<PAGE>

                                    EXHIBITS

Exhibit A.........Partners and Partnership Interests (addresses)

Exhibit B.........Notice of Redemption

Exhibit C.........Security Capital Waiver and Consent Agreement

                                       vi
<PAGE>

                FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED
                                   PARTNERSHIP
                                       OF
                              REGENCY CENTERS, L.P.

     THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is dated
as of April 1, 2001, by and among Regency Centers Corporation (formerly Regency
Realty Corporation), a Florida corporation, as general partner (the "General
Partner"), and those additional persons who from time to time agree to be bound
by this Agreement as limited partners (the "Limited Partners"), and amends and
restates the Third Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of September 1, 1999.

                                   Background

     Limited Partners (the "Original Limited Partners") who formerly were
partners of Branch Properties, L.P. or its affiliates were admitted to the
Partnership on March 7, 1997 pursuant to the Amended and Restated Agreement of
Limited Partnership as of that date (as amended, the "Initial Agreement").

     In February 1998, Regency Realty Corporation ("Regency") merged with
Regency Atlanta, Inc., which was then the general partner of the Partnership,
with Regency being the surviving corporation in the merger. Accordingly, Regency
became the General Partner of the Partnership. Regency also caused the merger
into the Partnership of its subsidiary, Regency Centers, Inc., which owned at
least 35 shopping center properties immediately prior to the merger.

     In connection with the admission of limited partners upon the Partnership's
acquisition of assets from Midland Development Group, Inc. and its affiliates,
the General Partner amended and restated the Initial Agreement on March 5, 1998
(the "Second Amended Agreement") (i) to provide for admitting Additional Limited
Partners (as defined below) to the Partnership from time to time, (ii) to make
certain changes to the provisions governing the maintenance of Capital Accounts,
and (iii) to delete matters of historical interest.

     In connection with the issuance by the Partnership of $80 million Series A
Preferred Units (as defined below) to an institutional investor pursuant to
Section 4.2 hereof, the General Partner and Security Capital (as defined below)
entered into Amendment No. 1 to the Second Amended Agreement on June 25, 1998
(the "Preferred Unit Amendment"). The Preferred Unit Amendment designated the
rights, preferences and limitations of the Series A Preferred Units and was
approved by the holders of a majority of the Original Limited Partnership Units
and the holders of a majority of the Additional Units.

     Pursuant to Article XIV and Section 4.2, the Second Amended Agreement, as
amended, was amended and restated on September 1, 1999 (the "Third Amended
Agreement") (i) to reflect the admission of the Series A Preferred Partners (as
defined below), (ii) to incorporate the Preferred Unit Amendment, (iii) to make
certain changes to the allocations of

<PAGE>

Net Income and Net Loss, (iv) to authorize the issuance of Preferred Units and
Additional Units from time to time, and (v) to delete matters of historical
interest.

     The Third Amended Agreement also contemplated that the General Partner
would eventually contribute, directly or indirectly through nominee agreements,
all its assets to the Partnership, subject to applicable consents of third
parties or in the case of shopping centers securing $51 million of securitized
mortgage debt due November 5, 2000, upon the repayment of such debt, so as to
cause the Partnership to become an "UPREIT".

     In connection with their approval of the Third Amended Agreement, pursuant
to Section 14.1(a) and Section 4.2, Original Limited Partners holding 95.3% of
the Original Limited Partnership Interests and Additional Limited Partners
holding 97.0% of the Additional Limited Partnership Interests consented to
amending and restating the Third Amended Agreement, in the event that the
Partnership became an UPREIT, (i) to provide for the Units of all Partners
(other than Preferred Units) to be pari passu with respect to distributions and
to conform the allocations of Net Income and Net Loss to such revised economic
sharing arrangement, and (ii) to authorize the issuance of Units to the General
Partner from time to time, subject to the conditions set forth in Section
4.2(b)(i), in connection with, and as a result of the Partnership becoming an
UPREIT. Because Section 4.2(b) of this Agreement provides for the Units held by
the General Partner to mirror one-for-one the outstanding shares of capital
stock of the General Partner and Section 7.5 prohibits the General Partner from
engaging in business except through or for the account of the Partnership, these
UPREIT amendments insure that Limited Partners (other than Preferred Partners)
cannot receive lower distributions than common shareholders of Regency.
Therefore, these UPREIT amendments do not adversely affect the Limited Partners.

     The Third Amended Agreement provided that, at such time as the Partnership
satisfied the UPREIT criteria established in the Third Amended Agreement, the
Third Amended Agreement would be amended and restated by this Fourth Amended and
Restated Agreement ("Fourth Amended Agreement"). One of such criteria consists
of the approval of this Fourth Amended Agreement by those Persons (or their
transferees) who were Limited Partners on the date of adoption of the Third
Amended Agreement but had not then consented to the Third and Fourth Amended
Agreements, so that this Fourth Amended Agreement will have been approved by
unanimous consent of all Persons who were Limited Partners on that date or their
transferees (collectively, the "Preexisting Partners," which term includes any
transferee of a Preexisting Partner) (such unanimous consent requirement may be
reduced, in Regency's discretion, to the consent of Preexisting Partners holding
not less than 85% of the outstanding Units held by the Preexisting Partners).
Since the date of adoption of the Third Amended Agreement, the holders of at
least 95.7%, but not 100%, of the Units held by the Preexisting Partners have
consented to the adoption of this Fourth Amended Agreement. Regency determined
that, and by execution of this Agreement hereby represents and warrants that, on
February 15, 2001, the Partnership satisfied the UPREIT criteria established in
the Third Amended Agreement for this Fourth Amended Agreement to be effective,
and Regency has given written notice to such effect to the Limited Partners and
of the applicability of Section 14.1(g) herein.

                                       2

<PAGE>

     NOW, THEREFORE, the Third Amended Agreement is hereby amended and restated
as follows (matters in italics are agreements with the Original Limited Partners
only).

                                   Article 1
                                  Defined Terms

     The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.

     "Act" means the Delaware Revised Uniform Limited Partnership Act, as it may
be amended from time to time, and any successor to such statute.

     "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 4.2 hereof (other than (i) a Preferred
Partner, (ii) the General Partner or (iii) any Affiliate of the General Partner
other than a Property Affiliate) and who is shown as such on the books and
records of the Partnership, including the Persons admitted in connection with
the Partnership's acquisition of assets from Midland Development Group, Inc. and
certain of its affiliated entities.

     "Additional Units" means Units issued to an Additional Limited Partner. The
distribution rights of the Additional Units are pari passu with the Original
Limited Partnership Units.

     "Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each Partnership Year (i) increased by any amounts
which such Partner is obligated to restore pursuant to any provision of this
Agreement or is deemed to be obligated to restore pursuant to the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii)
decreased by the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

     "Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance, if any, in such Partner's Adjusted Capital Account as of the
end of the relevant Partnership Year.

     "Adjusted Series A Preferred Units" of a Partner means the number of Series
A Preferred Units owned by the Partner multiplied by the quotient obtained by
dividing $50 by $24.25 (the Value of a Share on June 25, 1998).

     "Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by or under common control with such Person.

     "Agreement" means this Fourth Amended and Restated Agreement of Limited
Partnership, as it may be amended, supplemented or restated from time to time.

                                       3
<PAGE>

     "Articles of Incorporation" means the Amended and Restated Articles of
Incorporation of Regency, as filed with the Florida Department of State, as
further amended or restated from time to time.

     "Assignee" means a Person to whom one or more Partnership Units have been
transferred in a manner permitted under this Agreement, but who has not become a
Substituted Limited Partner, and who has the rights set forth in Section 11.5.

     "Available Cash" means with respect to any period for which such
calculation is being made:

(a)  all cash revenues and funds received by the Partnership from whatever
     source (excluding the proceeds of any Capital Contribution and excluding
     Capital Transaction Proceeds) plus the amount of any reduction (including,
     without limitation, a reduction resulting because the General Partner
     determines such amounts are no longer necessary) in reserves of the
     Partnership, which reserves are referred to in clause (b)(iv) below;

(b)  less the sum of the following (except to the extent made with the proceeds
     of any Capital Contribution and except to the extent taken into account in
     determining Capital Transaction Proceeds):

     (i)  all interest, principal and other debt payments made during such
          period by the Partnership,

     (ii) all other cash expenditures (including capital expenditures) made by
          the Partnership during such period,

     (iii)investments in any entity (including loans made thereto) to the extent
          that such investments are not otherwise described in clauses (b)(i) or
          (ii), and

     (iv) the amount of any increase in reserves established during such period
          which the General Partner determines is necessary or appropriate in
          its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any cash
received or reductions in reserves, or take into account any disbursements made
or reserves established, after commencement of the dissolution and liquidation
of the Partnership.

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City, New York are authorized or required by
law to close.

     "Capital Account" means the Capital Account maintained for a Partner
pursuant to Section 4.4 hereof.

                                       4
<PAGE>

     "Capital Contribution" means, with respect to any Partner, any cash, cash
equivalents or the value (as set forth by separate agreement) of property which
such Partner contributes or is deemed to contribute to the Partnership pursuant
to Section 4.1, Section 4.2 or Section 4.5 hereof and which shall be treated as
a contribution to the Partnership pursuant to Section 721(a) of the Code.

     "Capital Transaction" means a sale, exchange or other disposition (other
than in liquidation of the Partnership) or a financing or refinancing by the
Partnership (which shall not include any loan or financing to the General
Partner as permitted by Section 7.1(a)(iii)) of a Partnership asset or any
portion thereof.

     "Capital Transaction Proceeds" means the net cash proceeds of a Capital
Transaction, after deducting all expenses incurred in connection therewith and
after application of any proceeds, at the sole discretion of the General
Partner, toward the payment of any indebtedness of the Partnership whether or
not secured by the property that is the subject of that Capital Transaction, the
purchase, improvement or expansion of Partnership property, or the establishment
of any reserves deemed reasonably necessary by the General Partner, including
reserves for the purchase, improvement or expansion of Partnership property.

     "Cash Amount" means an amount of cash arrived at by multiplying (i) the
number of Partnership Units that are the subject of a Notice of Redemption times
(ii) the Unit Adjustment Factor times (iii) the Value on the Valuation Date of a
Share.

     "Certificate" means the Certificate of Limited Partnership relating to the
Partnership filed in the office of the Secretary of State of the State of
Delaware, as amended from time to time in accordance with the terms hereof and
the Act.

     "Code" means the Internal Revenue Code of 1986, as amended. Any reference
herein to a specific section or sections of the Code shall be deemed to include
a reference to any corresponding provision of future law.

     "Common Stock" means the voting Common Stock, $0.01 par value, of Regency.

     "Common Units" means the Original Limited Partnership Units, the Additional
Units and any other Partnership Interests in the Partnership hereafter
authorized, issued or outstanding which are entitled to distributions and to
rights upon voluntary or involuntary liquidation, winding-up or dissolution only
out of any assets remaining after all Preferred Units have received the amounts
to which they are entitled.

     "Consent" means, except where this Agreement expressly specifies otherwise,
with respect to Limited Partners holding any class of Units (other than Series A
Preferred Units), the written consent or affirmative vote of those Limited
Partners holding a majority of such Units outstanding at the time in question.
The Consent of the Original Limited Partners means the written consent or
affirmative vote of the Original Limited Partners holding a majority of the
Original Limited Partnership Units outstanding at the time in question. Except
where this Agreement expressly specifies otherwise, the Consent of the Limited
Partners means the

                                       5

<PAGE>

written consent or affirmative vote of the Limited Partners holding a majority
of the Original Limited Partnership Units and Additional Units outstanding at
the time in question, treating such Units as a single class, and shall exclude
any Partners holding Preferred Units unless this Agreement is amended to
expressly provide for a particular class or series of Preferred Units to vote
together with the holders of Common Units as a single class. "Consent of the
Limited Partners" shall be determined excluding any Units held by the General
Partner or any of its Affiliates other than a Property Affiliate, who shall have
no right to vote on any matter for which the consent of the Limited Partners is
solicited.

     "Contribution Agreement" means that certain Contribution Agreement and Plan
of Reorganization, dated as of February 10, 1997, by and among Branch
Properties, L.P., Branch Realty Inc. and Regency.

     "Depreciation" means for each Partnership Year or other period, an amount
equal to the federal income tax depreciation, amortization, or other cost
recovery deduction allowable with respect to an asset for such year or other
period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such year or
other period, Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such year bears to such
beginning adjusted tax basis; provided, however, that if the federal income tax
depreciation, amortization, or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Gross
Asset Value using any reasonable method selected by the General Partner, except
that in the case of a zero basis property contributed by an Original Limited
Partner, such property shall be depreciated for book purposes over a period of
not more than ten years.

     "Event of Dissolution" has the meaning set forth in Section 13.1.

     "Excess Units" has the meaning set forth in Section 4.5(g)(i)(C).

     "Exchange Notice" has the meaning set forth in Section 4.5(g)(ii)(A).

     "Exchange Price" has the meaning set forth in Section 4.5(g)(i)(A).

     "First Closing" has the meaning set forth in the Contribution Agreement.

     "General Partner" means Regency Centers Corporation (formerly Regency
Realty Corporation) or its permitted successors as a general partner of the
Partnership.

     "General Partner Units" means the Partnership Interest in the Partnership
owned by the General Partner or any Affiliate other than a Property Affiliate
but (i) shall exclude any Series A Preferred Units and any other Preferred Units
issued in compliance with this Agreement and (ii) also shall exclude any other
types of Common Units issued to the General Partner pursuant to Section
4.2(b)(i) which do not mirror the Common Stock. Pursuant to this Fourth Amended
Agreement, all Class B Units (as defined in the Third Amended Agreement) have
been reclassified as General Partner Units.

                                       6
<PAGE>

     "General Partnership Interest" means a Partnership Interest held by a
General Partner that is a general partnership interest.

     "Gross Asset Value" means with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

     (a)  The initial Gross Asset Value of any asset contributed by a Partner to
          the Partnership shall be the fair market value (exclusive of
          liabilities) of such asset, as determined by the General Partner,
          unless required to be determined in some other manner herein;

     (b)  The Gross Asset Values of all Partnership assets shall be adjusted to
          equal their respective fair market values (exclusive of liabilities),
          as determined by the General Partner, as of the following times: (i)
          the acquisition of an additional interest in the Partnership by any
          new or existing Partner in exchange for more than a de minimis capital
          contribution; (ii) the distribution by the Partnership to a Partner of
          more than a de minimis amount of property as consideration for an
          interest in the Partnership; and (iii) the liquidation of the
          Partnership within the meaning of Regulations Section
          1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to
          clauses (i) and (ii) above shall be made only if the General Partner
          reasonably determines that such adjustments are necessary or
          appropriate to reflect the relative economic interests of the Partners
          in the Partnership;

     (c)  The Gross Asset Value of any Partnership asset distributed to any
          Partner shall be adjusted to equal the fair market value (exclusive of
          liabilities) of such asset on the date of distribution as determined
          by the General Partner; and

     (d)  The Gross Asset Values of Partnership assets shall be increased (or
          decreased) to reflect any adjustments to the adjusted basis of such
          assets pursuant to Code Section 734(b) or Code Section 743(b), but
          only to the extent that such adjustments are taken into account in
          determining Capital Accounts pursuant to Regulations Section
          1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall
          not be adjusted pursuant to this paragraph (d) to the extent the
          General Partner determines that an adjustment pursuant to paragraph
          (b) above is necessary or appropriate in connection with a transaction
          that would otherwise result in an adjustment pursuant to this
          paragraph (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
paragraphs (a), (b), or (d) above, such Gross Asset Value shall thereafter be
adjusted by the Depreciation taken into account with respect to such asset for
purposes of computing profits and losses.

     "Immediate Family" means, with respect to any natural Person, such natural
Person's spouse, parents, descendants, nephews, nieces, brothers and sisters and
trusts for the benefit of any of the foregoing.

                                       7
<PAGE>

     "Incapacity" or "Incapacitated" means, (i) as to any individual Partner,
death, total physical disability or entry by a court of competent jurisdiction
adjudicating him incompetent to manage his Person or his estate; (ii) as to any
corporation which is a Partner, the filing of a certificate of dissolution, or
its equivalent, for the corporation or the revocation of its charter; (iii) as
to any partnership which is a Partner, the dissolution and commencement of
winding up of the partnership; (iv) as to any estate which is a Partner, the
distribution by the fiduciary of the estate's entire interest in the
Partnership; (v) as to any trustee of a trust which is a Partner, the
termination of the trust (but not the substitution of a new trustee); or (vi) as
to any Partner, the bankruptcy of such Partner. For purposes of this definition,
bankruptcy of a Partner shall be deemed to have occurred when the Partner (a)
makes an assignment for the benefit of creditors, (b) files a voluntary petition
in bankruptcy, (c) is adjudged a bankrupt or insolvent, or has entered against
him an order of relief in any bankruptcy or insolvency proceeding, (d) files a
petition or answer seeking for himself any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law or regulation, (e) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against him in
any proceeding of this nature, (f) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the Partner or of all or any
substantial part of his properties, (g) is the debtor in any proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation, which has not been
dismissed within 120 days after the commencement thereof, or (h) is the subject
of a proceeding whereby a trustee, receiver or liquidator is appointed for the
Partner or all or any substantial part of its properties without the Partner's
consent or acquiescence of a trustee, receiver or liquidator, and such
appointment has not been vacated or stayed within 90 days after the appointment
or such appointment is not vacated within 90 days after the expiration of any
such stay.

     "Indemnitee" means (i) any Person made a party to a proceeding by reason of
his status as (a) the General Partner, (b) a Limited Partner or (c) a director
or officer of the Partnership or a Partner, and (ii) such other Persons
(including Affiliates of the General Partner or the Partnership) acting in good
faith on behalf of the Partnership as determined by the General Partner in its
good faith judgment other than for any action by such Person involving fraud,
willful misconduct or gross negligence.

     "IRS" means the Internal Revenue Service, which administers the internal
revenue laws of the United States.

     "Junior Units" has the meaning set forth in Section 4.5(c)(iv).

     "Limited Partner" means any Person named as a Limited Partner in Exhibit A
attached hereto, as such Exhibit may be amended from time to time in accordance
with the terms of this Agreement, or any Substituted Limited Partner, Preferred
Partner or Additional Limited Partner, in such Person's capacity as a Limited
Partner in the Partnership.

     "Limited Partnership Interest" means a Partnership Interest of a Limited
Partner in the Partnership representing a fractional part of the Partnership
Interests of all Limited Partners and includes any and all benefits to which the
holder of such a Partnership Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the terms
and provisions of this Agreement. A Limited Partnership Interest may be
expressed as a number of Preferred Units, Common Units or General Partner Units
as provided herein.

                                       8

<PAGE>

     "Liquidating Transaction" means any sale or other disposition of all or
substantially all of the assets of the Partnership following the adoption by the
General Partner of a plan of liquidation for the Partnership.

     "Liquidator" has the meaning set forth in Section 13.2.

     "Net Income" and "Net Loss" means for any taxable period, an amount equal
to the Partnership's taxable income or loss for such taxable period determined
in accordance with Section 703(a) of the Code (for this purpose all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

     (a)  Except as otherwise provided in Regulations Section
          1.704-1(b)(2)(iv)(m), the computation of all items of income, gain,
          loss and deduction shall be made without regard to any election under
          Section 754 of the Code which may be made by the Partnership;
          provided, that the amounts of any adjustments to the adjusted bases of
          the assets of the Partnership made pursuant to Section 734 of the Code
          as a result of the distribution of property by the Partnership to a
          Partner (to the extent that such adjustments have not previously been
          reflected in the Partners' Capital Accounts) shall be reflected in the
          Capital Accounts of the Partners in the manner and subject to the
          limitations prescribed in Regulations Section 1.704-1(b)(2)(iv)(m).

     (b)  Any income of the Partnership that is exempt from federal income tax
          and not otherwise taken into account in computing Net Income or Net
          Loss pursuant to this definition shall be added to such Net Income or
          Net Loss.

     (c)  The computation of all items of income, gain, loss and deduction shall
          be made without regard to the fact that items described in Sections
          705(a)(1)(B) or 705(a)(2)(B) of the Code are not includable in gross
          income or are neither currently deductible nor capitalized for federal
          income tax purposes.

     (d)  Any income, gain or loss attributable to the taxable disposition of
          any Partnership property shall be determined as if the adjusted basis
          of such property as of such date of disposition were equal in amount
          to the Partnership's Gross Asset Value with respect to such property
          as of such date.

     (e)  In lieu of the depreciation, amortization, and other cost recovery
          deductions taken into account in computing such taxable income or
          loss, there shall be taken into account Depreciation for such fiscal
          year.

                                       9
<PAGE>

     (f)  In the event the Gross Asset Value of any Partnership asset is
          adjusted pursuant to clause (b) or (c) of the definition thereof, the
          amount of any such adjustment shall be taken into account as gain or
          loss from the disposition of such asset for purposes of computing Net
          Income and Net Loss.

     (g)  Any items specially allocated under Section 6.2 and Section 6.3 hereof
          shall not be taken into account.

     Solely for purposes of allocating Net Income or Net Loss in any Fiscal Year
to the holders of the Series A Preferred Units, items of Net Income and Net
Loss, as the case may be, shall not include Depreciation with respect to
properties (or groupings of properties selected by the General Partner using any
method determined by it to be reasonable) that are "ceiling limited" in respect
of the holders of the Series A Preferred Units. For purposes of the preceding
sentence, Partnership property shall be considered ceiling limited in respect of
a holder of Series A Preferred Units if Depreciation attributable to such
Partnership property which would otherwise be allocable to such Partner, without
regard to this paragraph, exceeded depreciation determined for federal income
tax purposes attributable to such Partnership property which would otherwise be
allocated to such Partner by more than 5%.

     "Non-U.S. Person" means with respect to the acquisition, ownership or
transfer of any Partnership Interest or Shares, the direct or indirect
acquisition or ownership thereof by or a transfer that results in the direct or
indirect ownership thereof by any Person who is not (i) a citizen or resident of
the United States, (ii) a partnership or corporation created or organized in the
United States or under the laws of the United States or any state therein
(including the District of Columbia), or (iii) a foreign estate or trust within
the meaning of Section 7701(a)(31) of the Code.

     "Nonrecourse Deductions" has the meaning set forth in Regulations Section
1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year
shall be determined in accordance with the rules of Regulations Section
1.704-2(c).

     "Nonrecourse Liability" has the meaning set forth in Regulations Section
1.752-1(a)(2).

     "Notice of Redemption" means the Notice of Redemption, Security Agreement
and Investor Questionnaire substantially in the form of Exhibit B to this
Agreement, as it may be amended from time to time by the General Partner
effective upon written notice to the Limited Partners.

     "Original Limited Partner" means the Partners who received Original Limited
Partnership Units distributed by Branch Properties, L.P. to its respective
partners pursuant to the Contribution Agreement. The Original Limited Partners
are listed on Exhibit A attached hereto. The term "Original Limited Partner"
shall also include any permitted transferee of an Original Limited Partner
pursuant to Section 11.3 other than (i) the General Partner or (ii) any
Affiliate of the General Partner other than a Property Affiliate.

     "Original Limited Partnership Unit" means a Partnership Unit issued to an
Original Limited Partner. The term "Original Limited Partnership Unit" does not
include or refer to any Preferred Units, Additional Units or General Partner
Units.

                                       10
<PAGE>

     "Parity Preferred Units" means any class or series of Partnership Interests
of the Partnership now or hereafter authorized, issued or outstanding expressly
designated by the Partnership to rank on a parity with Series A Preferred Units
with respect to distributions or rights upon voluntary or involuntary
liquidation, winding-up or dissolution of the Partnership, or both, as the
context may require, whether or not the dividend rates, dividend payment dates
or redemption or liquidation prices per Unit or conversion rights or exchange
rights shall be different from those of the Series A Preferred Units.

     "Partner" means a General Partner or a Limited Partner, and "Partners"
means the General Partner and the Limited Partners.

     "Partner Minimum Gain" means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

     "Partner Nonrecourse Debt" has the meaning set forth in Regulations Section
1.704-2(b)(4).

     "Partner Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with
respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined
in accordance with the rules of Regulations Section 1.704-2(i)(2).

     "Partnership" means the limited partnership formed under the Act and
pursuant to this Agreement, and any successor thereto.

     "Partnership Interest" means an ownership interest in the Partnership
representing a Capital Contribution and includes any and all benefits to which
the holder of such a Partnership Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the terms
and provisions of this Agreement. A Partnership Interest may be expressed as a
number of Preferred Units, Original Limited Partnership Units, Additional Units,
General Partner Units or any other type of Unit permitted by Section 4.2(b)(i).

     "Partnership Minimum Gain" has the meaning set forth in Regulations Section
1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net
increase or decrease in Partnership Minimum Gain, for a Partnership Year shall
be determined in accordance with the rules of Regulations Section 1.704-2(d).

     "Partnership Record Date" means the record date established by the General
Partner for the distribution of Available Cash pursuant to Section 5.1 hereof to
Partners holding

                                       11
<PAGE>

Common Units, which record date shall be the same as the record date established
by Regency for a dividend to the holders of Common Stock.

     "Partnership Year" means the fiscal year of the Partnership, which shall be
the calendar year.

     "Percentage Interest" means, as to a Partner, its interest in the
Partnership as determined by dividing (i) the Adjusted Series A Preferred Units,
Common Units and General Partner Units owned by such Partner by (ii) the total
number of Adjusted Series A Preferred Units, Common Units and General Partner
Units then outstanding and as specified in Exhibit A attached hereto, as such
Exhibit may be amended from time to time in accordance with the terms of this
Agreement.

     "Person" means an individual or a corporation, limited liability company,
partnership, trust, unincorporated organization, association or other entity.

     "Pledged Units" means any Units pledged by a Limited Partner to the
Partnership or the General Partner, whether pursuant to this Agreement or by
separate agreement.

     "Preexisting Partner" has the meaning set forth at the outset of this
Agreement. Preexisting Partner shall not include any Person who is not a
transferee of a Preexisting Partner and who first became a Limited Partner after
September 1, 1999.

     "Preferred Partner" means a Partner who holds Preferred Units.

     "Preferred Unit Distribution Payment Date" has the meaning set forth in
Section 4.5(c)(i).

     "Preferred Unit Partnership Record Date" has the meaning set forth in
Section 4.5(c)(i).

     "Preferred Units" means the Series A Preferred Units and any Partnership
Interests in the Partnership hereafter authorized, issued or outstanding from
time to time pursuant to Section 14.1(g)(ii) expressly designated by the
Partnership to rank senior to the Common Units and General Partner Units with
respect to distributions or rights upon voluntary or involuntary liquidation,
winding-up or dissolution of the Partnership, or both.

     "Property Affiliate" means a Person, other than any Subsidiary of Regency,
who contributed property in exchange for a Limited Partnership Interest and who
may be deemed an Affiliate of the General Partner, e.g., because such person is
a director of Regency or owns a significant number of Units or shares of Regency
stock.

     "Prime Rate" means, on any date, a fluctuating rate of interest per annum
equal to the rate of interest most recently established by Wachovia Bank of
Georgia, N.A. at its Atlanta, Georgia office (or, at the General Partner's
election, another major lender to the Partnership,

                                       12
<PAGE>

at the office with which the Partnership deals), as its prime rate of interest
for loans in United States dollars.

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

     "Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or Section 743 of the
Code) upon the disposition of any property or asset of the Partnership, which
gain is characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

     "Recourse Liabilities" has the meaning set forth in Regulations Section
1.752-1(a)(1).

     "Redeeming Partner" means a Limited Partner who duly exercised a Redemption
Right.

     "Redemption Amount" means the Share Amount or, as determined by the General
Partner in its sole and absolute discretion, the Cash Amount or any combination
of the Share Amount and the Cash Amount.

     "Redemption Right" with respect to the Original Limited Partners has the
meaning set forth in Section 8.6(a) hereof and with respect to Additional
Limited Partners means any right granted to such Partners by separate agreement
of the Partnership to redeem such Partners' Limited Partnership Interests for
Common Stock and/or cash.

     "Regency" means Regency Centers Corporation (formerly Regency Realty
Corporation), a Florida corporation.

     "Regulations" means the Income Tax Regulations, including the Temporary
Regulations, promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).

     "REIT" means a real estate investment trust under Section 856 of the Code.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Capital" means Security Capital U.S. Realty, a Luxembourg
corporation, Security Capital Holdings, S.A., a Luxembourg corporation, and
their Affiliates.

     "Series A Preferred Partner" means the Limited Partners who received Series
A Preferred Units and also include any permitted transferee of a Series A
Preferred Partner pursuant to Section 11.3 and the General Partner or any
Affiliate of Regency upon exchange or redemption of the Series A Preferred Units
pursuant to Section 4.5.

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

                                       13
<PAGE>

     "Series A Preferred Units" means the Partnership Interest in the
Partnership issued pursuant to Section 4.2 and Section 4.5 hereof representing
8.125% Series A Cumulative Redeemable Preferred Units. The term "Series A
Preferred Unit" does not include or refer to any Original Limited Partnership
Units, Additional Units or General Partner Units.

     "Series A Priority Return" means an amount equal to 8.125% per annum,
determined on the basis of a 360 day year of twelve 30 day months (or actual
days for any month which is shorter than a full monthly period), cumulative to
the extent not distributed for any given distribution period, of the stated
value of $50 per Series A Preferred Unit, commencing on the date of issuance of
such Series A Preferred Unit.

     "Series A Redemption Price" has the meaning set forth in Section 4.5(e)(i).

     "Share Amount" means a number of Shares arrived at by multiplying (i) the
number of Partnership Units that are the subject of a Notice of Redemption times
(ii) the Unit Adjustment Factor.

     "Shares" means (i) the Common Stock of Regency, and (ii) any securities
issuable with respect to Shares as a result of the application of Section
11.2(b).

     "Specified Redemption Date" means the later of (i) 5:00 p.m. Eastern time,
on the date specified by the Redeeming Partner in such Partner's Notice of
Redemption, or (ii) the close of business, Eastern time, on the first Business
Day after the date in clause (i) if such date is not a Business Day, or (iii)
5:00 p.m. Eastern time, on the tenth Business Day after receipt by the General
Partner of a Notice of Redemption.

     "Subsidiary" means, with respect to any Person, any corporation or other
entity of which a majority of (i) the voting power of the voting equity
securities or (ii) the outstanding equity interests is owned, directly or
indirectly, by such Person.

     "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 11.4.

     "Transaction" has the meaning set forth in Section 11.2(b).

     "Unit," "Limited Partnership Unit" or "Partnership Unit" means the
Partnership Interest in the Partnership to be issued to and held by the Limited
Partners pursuant to Section 4.1, Section 4.2 or Section 4.5. The ownership of
Units may be evidenced by such form of certificate as the General Partner may
determine, in its discretion, and the transfer of the Units evidenced by such
certificates shall be governed by Article 11.

     "Unit Adjustment Factor" means initially 1.0; provided that, in order to
prevent dilution of the Redemption Right, in the event that Regency (i) declares
or pays a dividend on its outstanding Common Stock in Common Stock or makes a
distribution to all holders of its outstanding Common Stock in Common Stock,
(ii) subdivides its outstanding Common Stock, or (iii) combines its outstanding
Common Stock into a smaller number of shares, except as

                                       14
<PAGE>

provided below, the Unit Adjustment Factor shall be adjusted by multiplying the
Unit Adjustment Factor by a fraction, the numerator of which shall be the number
of Shares issued and outstanding on the record date (assuming for such purposes
that such dividend, distribution, subdivision or combination has occurred as of
such time), and the denominator of which shall be the actual number of Shares
(determined without the above assumption) issued and outstanding on the record
date for such dividend, distribution, subdivision or combination. Any adjustment
to the Unit Adjustment Factor shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event. If the General Partner (i) makes a distribution to all holders of
outstanding Units in Units, (ii) subdivides the outstanding Units, or (iii)
combines the outstanding Units into a smaller number of Units at the same time
as a distribution, subdivision or combination, as the case may be, occurs with
respect to the Common Stock, in such manner as to prevent enlargement or
dilution of the right to redeem one Unit for one share of Common Stock, then no
adjustment shall be made to the Unit Adjustment Factor, and such distribution,
subdivision or combination of Units shall take the place of an adjustment to the
Unit Adjustment Factor so as to preserve the one-Share-for-one Unit equivalency
for purposes of any Redemption Right.

     "Valuation Date" means the date of receipt by the General Partner of a
Notice of Redemption or, if such date is not a Business Day, the first Business
Day thereafter.

     "Value" means, with respect to a Share, the average of the daily market
price of the Common Stock for the ten (10) consecutive trading days immediately
preceding the Valuation Date. The market price for each such trading day shall
be: (i) if the Common Stock is listed or admitted to trading on any securities
exchange or the Nasdaq National Market, the closing price, regular way, on such
day, or if no such sale takes place on such day, the average of the closing bid
and asked prices on such day, (ii) if the Common Stock is not listed or admitted
to trading on any securities exchange or the Nasdaq National Market, the last
reported sale price on such day or, if no sale takes place on such day, the
average of the closing bid and asked prices on such day, as reported by a
reliable quotation source designated by the General Partner, or (iii) if the
Common Stock is not listed or admitted to trading on any securities exchange or
the Nasdaq National Market and no such last reported sale price or closing bid
and asked prices are available, the average of the reported high bid and low
asked prices on such day, as reported by a reliable quotation source designated
by the General Partner, or if there shall be no bid and asked prices on such
day, the average of the high bid and low asked prices, as so reported, on the
most recent day (not more than 10 days prior to the date in question) for which
prices have been so reported; provided, that if there are no bid and asked
prices reported during the 10 days prior to the date in question, the Value of
the Common Stock shall be determined by Regency's board of directors acting in
good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

                                       15
<PAGE>

                                   Article 2
                             Organizational Matters

     Section 2.1 Organization; Application of Act.

     (a)  Organization and Formation of Partnership. The Partnership has been
          formed as a limited partnership under the Act. The General Partner is
          the sole general partner and the Limited Partners are the sole limited
          partners of the Partnership.

     (b)  Application of Act. The Partnership is a limited partnership pursuant
          to the provisions of the Act and upon the terms and conditions set
          forth in this Agreement. Except as expressly provided herein to the
          contrary, the rights and obligations of the Partners and the
          administration and termination of the Partnership shall be governed by
          the Act. No Partner has any interest in any Partnership property, and
          the Partnership Interest of each Partner shall be personal property
          for all purposes.

     Section 2.2 Name. The name of the Partnership is Regency Centers, L.P. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or
any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or
similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that
so requires. The General Partner in its sole and absolute discretion may change
the name of the Partnership at any time and from time to time and shall promptly
notify the Limited Partners of such change; provided, that the name of the
Partnership may not be changed to include the name, or any variant thereof, of
any Limited Partner without the written consent of that Limited Partner.

     Section 2.3 Registered Office and Agent; Principal Office. The address of
the registered office of the Partnership in the State of Delaware is located at
1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19801, and
the registered agent for service of process on the Partnership in the State of
Delaware at such registered office is Corporation Service Company. The principal
office of the Partnership is 121 W. Forsyth Street, Suite 200, Jacksonville,
Florida 32202, or such other place as the General Partner may from time to time
designate by notice to the Limited Partners. The Partnership may maintain
offices at such other place or places within or outside the State of Florida as
the General Partner deems advisable.

     Section 2.4 Term. The term of the Partnership shall commence on the date
hereof and shall continue until December 31, 2097, unless it is dissolved sooner
pursuant to the provisions of Article 13 or as otherwise provided by law.

                                   Article 3
                                     Purpose

     Section 3.1 Purpose and Business. The purpose and nature of the business to
be conducted by the Partnership is (i) to conduct any business that may be
lawfully conducted by a

                                       16
<PAGE>

limited partnership organized pursuant to the Act and in connection therewith to
sell or otherwise dispose of Partnership assets, (ii) to enter into any
partnership, joint venture or other similar arrangement to engage in any of the
foregoing or the ownership of interests in any entity engaged in any of the
foregoing and (iii) to do anything necessary or incidental to the foregoing
which, in each case, is not in breach of this Agreement; provided, however, that
each of the foregoing clauses (i), (ii), and (iii) shall be limited and
conducted in such a manner as to permit Regency at all times to be classified as
a REIT, unless Regency provides notice to the Partnership that it intends to
cease or has ceased to qualify as a REIT.

     Section 3.2 Powers. The Partnership is empowered to do any and all acts and
things necessary, appropriate, proper, advisable, incidental to or convenient
for the furtherance and accomplishment of the purposes and business described
herein and for the protection and benefit of the Partnership; provided, however,
that the Partnership shall not take, or refrain from taking, any action which,
in the judgment of the General Partner, (i) could adversely affect the ability
of Regency to continue to qualify as a REIT, unless Regency provides notice to
the Partnership that it intends to cease or has ceased to qualify as a REIT,
(ii) could subject Regency to any additional taxes under Section 857 or Section
4981 of the Code or (iii) could violate any law or regulation of any
governmental body or agency having jurisdiction over the General Partner,
Regency or their securities, unless such action (or inaction) shall have been
specifically consented to by the General Partner in writing.

                                   Article 4
                    Capital Contributions; Issuance Of Units;
                                Capital Accounts

     Section 4.1 Capital Contributions of the Partners.

     (a)  Initial Capital Contributions of Original Limited Partners. Branch
          Properties, L.P. has contributed property to the Partnership which
          shall be deemed to have been contributed by its respective partners as
          Original Limited Partners. The Original Limited Partners who have not
          exercised a Redemption Right with respect to all their Units are set
          forth on Exhibit A, together with their respective number of Units and
          their respective Percentage Interests. Percentage Interests of the
          Original Limited Partners shall be adjusted in Exhibit A from time to
          time by the General Partner to the extent permitted by this Agreement
          to reflect accurately redemptions, Capital Contributions, the issuance
          of Additional Units or General Partner Units, or similar events having
          an effect on a Partner's Percentage Interest or number of Units.

     (b)  Initial Capital Contributions of Additional Limited Partners. Midland
          Development Group, Inc. and certain of its affiliated entities and PP
          Center Limited have contributed property to the Partnership which
          shall be deemed to have been contributed by their respective equity
          owners as Additional Limited Partners. Such Additional Limited
          Partners who have not exercised a Redemption Right with respect to all
          their Units are set forth on Exhibit A, together with their respective
          number of Units and their respective Percentage Interests.

                                       17
<PAGE>

     (c)  Capital Contributions by General Partner. The General Partner has
          contributed cash or other assets to the Partnership in exchange for
          the number of General Partner Units set forth on Exhibit A. The
          General Partner also owns the number of General Partner Units set
          forth on Exhibit A which were acquired by Regency upon the exchange by
          Regency of Shares pursuant to the exercise by former Limited Partners
          of Redemption Rights or were issued pursuant to Section 4.2(b).

     (d)  Capital Contributions of Series A Preferred Partners. The Series A
          Preferred Partners have contributed cash to the Partnership in the
          amount of $50 per Series A Preferred Unit. The distribution rights for
          the Series A Preferred Units shall be senior to the distribution
          rights of the Original Limited Partnership Units, the Additional
          Units, the General Partner Units and any other Common Units. The
          number of Series A Preferred Units issued to the Series A Preferred
          Partners is set forth on Exhibit A.

     (e)  Additional Capital Contributions or Assessments. No Partner shall be
          assessed or be required to contribute additional funds or other
          property to the Partnership, except for any such amounts which a
          Limited Partner may be obligated to repay under Section 5.3 or Section
          13.4. Any additional funds required by the Partnership, as determined
          by the General Partner in its reasonable business judgment, may, at
          the option of the General Partner and without an obligation to do so,
          be contributed by the General Partner as additional Capital
          Contributions. If and as the General Partner or any other Partner
          makes additional Capital Contributions to the Partnership, each such
          Partner shall receive Additional Units, General Partner Units or other
          Partnership Interests, subject to the provisions of Section 4.2 and
          Section 4.5, and such Partner's Capital Account shall be adjusted as
          provided in Section 4.4.

     (f)  Return of Capital Contributions. Except as otherwise expressly
          provided herein, the Capital Contribution of each Partner will be
          returned to that Partner only in the manner and to the extent provided
          in Article 5 and Article 13 hereof, and no Partner may withdraw from
          the Partnership or otherwise have any right to demand or receive the
          return of its Capital Contribution to the Partnership (as such),
          except as specifically provided herein. Under circumstances requiring
          a return of any Capital Contribution, no Partner shall have the right
          to receive property other than cash, except as specifically provided
          herein. No Partner shall be entitled to interest on any Capital
          Contribution or Capital Account notwithstanding any disproportion
          therein as between the Partners. Except as specifically provided
          herein, the General Partner shall not be liable for the return of any
          portion of the Capital Contribution of any Limited Partner, and the
          return of such Capital Contributions shall be made solely from
          Partnership assets.

     (g)  Liability of Limited Partners. No Limited Partner shall have any
          further personal liability to contribute money to, or in respect of,
          the liabilities or the obligations of the Partnership, nor shall any
          Limited Partner be personally liable for any obligations of the
          Partnership, except as otherwise provided in Section 4.1(e) or in

                                       18
<PAGE>

     the Act. No Limited Partner shall be required to make any contributions to
     the capital of the Partnership other than its Capital Contribution.

     Section 4.2 Issuances of Additional Partnership Interests.

     (a)  Limitations. Separate agreements relating to the admission of
          Additional Limited Partners set forth the provisions, if any, upon
          which any Additional Units shall be issued to Additional Limited
          Partners in the form of earn-out or as consideration for additional
          assets to be contributed by such Additional Limited Partners to the
          Partnership. The General Partner shall cause the earn-out Additional
          Units to be issued to the Additional Limited Partners entitled to
          receive the same, and shall cause the amendment of this Agreement to
          reflect the issuance of any such Additional Units. Subject to the
          restrictions set forth in Section 4.2(b) and in Section 4.5(f)(ii),
          the General Partner is hereby authorized to cause the Partnership at
          any time or from time to time to issue to the Partners or to other
          Persons such Partnership Interests in one or more classes, or one or
          more series of any such classes, with such designations, preferences
          and relative, participating, optional or other special rights, powers
          and duties, and for such consideration as shall be determined by the
          General Partner in its sole and absolute discretion, subject to
          Delaware law, including, without limitation, (i) the allocations of
          items of Partnership income, gain, loss, deduction and credit to each
          such class or series of Partnership Interests, (ii) the right of each
          such class or series of Partnership Interests to share in Partnership
          distributions, and (iii) the rights of each such class or series of
          Partnership Interests upon dissolution and liquidation of the
          Partnership.

          (b)  Consent Granted by Limited Partners for Certain Issuances.

               (i)  Issuance of Additional Units to General Partner. As a
                    condition to the effectiveness of this Fourth Amended
                    Agreement, the Partnership shall:

                    (A)  issue to the General Partner in exchange for the assets
                         contributed by it additional Units such that (i) the
                         total number of General Partner Units held by the
                         General Partner equals the total number of Shares of
                         Common Stock then outstanding, and (ii) additional
                         Limited Partnership Interests are issued in the same
                         number as, and having designations, preferences and
                         other rights substantially similar to the designations,
                         preferences and other rights of other classes of equity
                         of the General Partner then outstanding, whether
                         consisting of preferred stock or special common stock;
                         and

                    (B)  redeem and cancel Units previously issued to the
                         General Partner if and to the extent necessary in order
                         that there shall be (i) a one-to-one equivalency
                         between the number of shares of Common Stock
                         outstanding and the number of General Partner Units
                         outstanding, and (ii) (subject to Section 14.1(g)(ii),
                         if applicable, in the case of the

                                       19

<PAGE>

                         issuance of Preferred Units) a one-to-one equivalency
                         between the number of shares of other classes of equity
                         of the General Partner outstanding and the number of
                         other classes of Units outstanding.

                    Thereafter, the Partnership may issue Partnership Interests
                    to the General Partner in the same number and having
                    designations, preferences and other rights substantially
                    similar to the designations, preferences and other rights
                    of, shares issued by the General Partner provided that:

                    (A)  General Partner Units shall be issued to match shares
                         of Common Stock issued by the General Partner; and

                    (B)  The General Partner shall comply with the following in
                         connection with any such issuance of Units to the
                         General Partner:

                         (1)  The General Partner shall have determined in good
                              faith that the issuance of the matching shares,
                              and the price thereof, are in the best interests
                              of the General Partner and the Partnership;

                         (2)  Without limiting clause (1), in the case of the
                              issuance of shares to employees, directors or
                              independent contractors of the General Partner or
                              any Subsidiary at a price less than their fair
                              market value, the compensation committee of the
                              General Partner's Board of Directors shall
                              reasonably determine that such issuance is for the
                              benefit of the Partnership's business or such
                              issuance shall be pursuant to an incentive plan
                              approved by the compensation committee and
                              adopted by the General Partner;

                         (3)  The General Partner shall contribute the net
                              proceeds to the Partnership from the issuance of
                              the matching shares, including assets acquired in
                              exchange for shares and the exercise price
                              received upon the exercise of options; and

                         (4)  In the case of the issuance of shares upon the
                              conversion of convertible securities issued by the
                              General Partner, the General Partner shall
                              contribute or shall have previously contributed to
                              the Partnership the net proceeds from the issuance
                              of such convertible securities.

                    The cost of issuance of equity the net proceeds of which are
                    so contributed by the General Partner to the Partnership
                    shall be deemed a capital contribution to, and a cost of,
                    the Partnership.

          (c)  Certain Issuances in the Nature of Stock Split. Nothing herein
               shall prohibit the General Partner from issuing Units pro rata to
               the holders of existing Units

                                       20
<PAGE>

               in lieu of adjusting the Unit Adjustment Factor in connection
               with a stock split, stock dividend or similar event with respect
               to the Common Stock.

     Section 4.3 No Preemptive Rights. No Person shall have any preemptive,
preferential or other similar right with respect to (i) additional Capital
Contributions or loans to the Partnership or (ii) issuance or sale of any
Partnership Interests.

     Section 4.4 Capital Accounts of the Partners.

          (a)  General. The Partnership shall maintain for each Partner a
               separate Capital Account in accordance with the rules of
               Regulations Section 1.704-1(b)(2)(iv). Such Capital Account shall
               be increased by (i) the amount of all Capital Contributions made
               by such Partner to the Partnership pursuant to this Agreement,
               (ii) all items of Partnership income and gain (including income
               and gain exempt from tax) allocated to such Partner pursuant to
               Section 6.1 and Section 6.2 of this Agreement, and (iii) the
               amount of any Partnership liabilities assumed by such Partner or
               which are secured by any property distributed to such Partner,
               and decreased by (x) the amount of cash or Gross Asset Value of
               all actual and deemed distributions of cash or property made to
               such Partner pursuant to this Agreement, (y) all items of
               Partnership deduction and loss allocated to such Partner pursuant
               to Section 6.1 and Section 6.2 of this Agreement, and (z) the
               amount of any liabilities of such Partner assumed by the
               Partnership or which are secured by any property contributed by
               such Partner to the Partnership. Additional Capital Contributions
               shall be deemed to be made by reason of the issuance, and the
               Additional Limited Partner's Capital Account shall be adjusted by
               an amount equal to the agreed value (as set forth by separate
               agreement), of additional Partnership Interests issued to an
               Additional Limited Partner pursuant to any earn-out provisions in
               the agreement governing such Additional Limited Partner's
               admission to the Partnership. Any such additional Capital
               Contributions shall be allocated to the items of contributed
               property contributed by each such Additional Limited Partner in
               proportion to their book values at the time of issuance of the
               additional Partnership Interests.

          (b)  Transfers of Partnership Units. A transferee of a Partnership
               Interest shall succeed to a pro rata portion of the Capital
               Account of the transferor.

          (c)  Modification by General Partner. The provisions of this Agreement
               relating to the maintenance of Capital Accounts are intended to
               comply with Regulations Section 1.704-1(b), and shall be
               interpreted and applied in a manner consistent with such
               Regulations. In the event the General Partner shall determine
               that it is prudent to modify the manner in which the Capital
               Accounts, or any debits or credits thereto (including, without
               limitation, debits or credits relating to liabilities which are
               secured by contributed or distributed property or which are
               assumed by the Partnership, the General Partner, or any Limited
               Partners), are computed in order to comply with such Regulations,
               the General Partner may make such modification without regard to
               Article 14 of this Agreement. The General Partner also shall (i)

                                       21
<PAGE>

               make any adjustments that are necessary or appropriate to
               maintain equality between the Capital Accounts of the Partners
               and the amount of Partnership capital reflected on the
               Partnership's balance sheet, as computed for book purposes, in
               accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and
               (ii) make any appropriate modifications in the event
               unanticipated events might otherwise cause this Agreement not to
               comply with Regulations Section 1.704-1(b).

     Section 4.5 Issuance of Series A Preferred Units. Pursuant to authority
granted by Section 4.2 with the Consent of the Original Limited Partners and the
Consent of the Additional Limited Partners, the General Partner caused the
Partnership to establish a series of Partnership Interests representing the
Series A Preferred Units, with such designations, preferences and relative,
participating, optional or other special rights, powers and duties as are set
forth in this Section 4.5. In the event of a conflict between this Section 4.5
and any other provision of this Agreement as to the Series A Preferred Units,
the provisions of this Section 4.5 shall control.

          (a)  Designation and Number. A series of Partnership Units in the
               Partnership designated as the "8.125% Series A Cumulative
               Redeemable Preferred Units" is hereby established. The number of
               Series A Preferred Units shall be 1,600,000.

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

          (c)  Distributions.

               (i)  Payment of Distributions. Subject to the rights of holders
                    of Parity Preferred Units and any holders of Partnership
                    Interests issued after the date of issuance of the Series A
                    Preferred Units in accordance herewith ranking senior to the
                    Series A Preferred Units as to the payment of distributions,
                    holders of Series A Preferred Units shall be entitled to
                    receive, when, as and if declared by the Partnership acting
                    through the General Partner, out of Available Cash and
                    Capital Transaction Proceeds, cumulative preferential cash
                    distributions at the rate per annum of 8.125% of the
                    original Capital Contribution per Series A Preferred Unit.
                    Such distributions shall be cumulative, shall accrue from
                    the original date of issuance and will be payable (A)
                    quarterly in arrears, on or before March 31, June 30,
                    September 30 and December 31 of each year commencing on June
                    30, 1998 and, (B), in the event of (i) an exchange of Series
                    A Preferred Units into Series A Preferred Stock, or (ii) a
                    redemption of

                                       22
<PAGE>

                    Series A Preferred Units, on the exchange date or redemption
                    date, as applicable (each a "Preferred Unit Distribution
                    Payment Date"). The amount of the distribution payable for
                    any period will be computed on the basis of a 360-day year
                    of twelve 30-day months and for any period shorter than a
                    full quarterly period for which distributions are computed,
                    the amount of the distribution payable will be computed on
                    the basis of the actual number of days elapsed in such a
                    30-day month. If any date on which distributions are to be
                    made on the Series A Preferred Units is not a Business Day,
                    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 June 30, 1998 and thereafter on the Series
                    A Preferred Units will be made to the holders of record of
                    the Series A Preferred Units on the relevant record dates to
                    be fixed by the Partnership acting through the General
                    Partner, which record dates shall be not less than ten (10)
                    days and not more than thirty (30) Business Days prior to
                    the relevant Preferred Unit Distribution Payment Date (the
                    "Preferred Unit Partnership Record Date").

               (ii) Limitation on Distributions. No distribution on the Series A
                    Preferred Units shall be declared or paid or set apart for
                    payment by the Partnership at such time as the terms and
                    provisions of any agreement of the Partnership relating to
                    its indebtedness (other than any agreement with the holder
                    of Partnership Interests or an Affiliate thereof), prohibits
                    such declaration, payment or setting apart for payment or
                    provide, that such declaration, payment or setting apart for
                    payment would constitute a breach thereof or a default
                    thereunder, or if such declaration, payment or setting apart
                    for payment shall be restricted or prohibited by law.
                    Nothing in this Section 4.5(c)(ii) shall be deemed to modify
                    or in any manner limit the provisions Section 4.5(c)(iii)
                    and (iv).

               (iii) Distributions Cumulative. Distributions on the Series A
                    Preferred Units will accrue whether or not the terms and
                    provisions of any agreement of the Partnership, including
                    any agreement relating to its indebtedness at any time
                    prohibit the current payment of distributions, whether or
                    not the Partnership has earnings, whether or not there are
                    funds legally available for the payment of such of such
                    distributions and whether or not such distributions are
                    authorized. Accrued but unpaid distributions on the Series A
                    Preferred Units will accumulate as of the 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 Preferred Unit Distribution
                    Payment Date to holders of record of the Series A Preferred
                    Units on the record date fixed by the Partnership acting
                    through the General Partner which date shall be not less
                    than

                                       24
<PAGE>

                    ten (10) days and not more than thirty (30) Business Days
                    prior to the payment date. Accumulated and unpaid
                    distributions will not bear interest.

               (iv) Priority as to Distributions.

                    (A)  So long as any Series A 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 Interests of the Partnership ranking junior
                         as to the payment of distributions to the Series A
                         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 A Preferred
                         Units, any Parity Preferred Units with respect to
                         distributions or any Junior Units, unless, in each
                         case, all distributions accumulated on all Series A
                         Preferred Units and all classes and series of
                         outstanding Parity Preferred Units as to payment of
                         distributions 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 A Preferred Units as to distributions, or (c)
                         the redemption of Partnership Interests corresponding
                         to any Series A Preferred Stock, Parity Preferred Stock
                         with respect to distributions or Junior Stock (as such
                         terms are defined herein or in the Articles of
                         Incorporation) to be purchased by the General Partner
                         pursuant to Article 5 of the Articles of Incorporation
                         to preserve the General Partner's status as a real
                         estate investment trust, provided that such redemption
                         shall be upon the same terms as the corresponding
                         purchase pursuant to Article 5 of the Articles of
                         Incorporation.

                    (B)  So long as distributions have not been paid in full (or
                         a sum sufficient for such full payment is not
                         irrevocably deposited in trust for payment) upon the
                         Series A Preferred Units, all distributions authorized
                         and declared on the Series A Preferred Units and all
                         classes or series of outstanding Parity Preferred Units
                         with respect to distributions shall be authorized and
                         declared so that the amount of distributions authorized
                         and declared per Series A 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 A 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.

                                       24
<PAGE>

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

          (d)  Liquidation Preference.

               (i)  Payment of Liquidating Distributions. Subject to the rights
                    of holders of Parity Preferred Units with respect to rights
                    upon any voluntary or involuntary liquidation, dissolution
                    or winding-up of the Partnership and subject to Partnership
                    Interests ranking senior to the Series A Preferred Units
                    with respect to rights upon any voluntary or involuntary
                    liquidation, dissolution or winding-up of the Partnership,
                    the holders of Series A Preferred Units shall be entitled to
                    receive out of the assets of the Partnership legally
                    available for distribution or the proceeds thereof, after
                    payment or provision for debts and other liabilities of the
                    Partnership, but before any payment or distributions of the
                    assets shall be made to holders of any class or series of
                    Partnership Interest that ranks junior to the Series A
                    Preferred Units as to rights upon liquidation, dissolution
                    or winding-up of the Partnership, an amount equal to the sum
                    of (i) a liquidation preference equal to their positive
                    Capital Account balances, determined after taking into
                    account all Capital Account adjustments for the Partnership
                    taxable year during which the liquidation occurs (other than
                    those made as a result of the liquidating distribution set
                    forth in this Section 4.5(d)(i) and (ii) an amount equal to
                    any accumulated and unpaid distributions thereon, whether or
                    not declared, to the date of payment. In the event that,
                    upon such voluntary or involuntary liquidation, dissolution
                    or winding-up, there are insufficient assets to permit full
                    payment of liquidating distributions to the holders of
                    Series A Preferred Stock 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 A Preferred Units and such Parity Preferred Units
                    shall be made so that the payments on the Series A 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 A Preferred Unit and such other Parity
                    Preferred Units (which shall not include any accumulation in
                    respect of unpaid distributions for prior distribution
                    periods if such Parity Preferred Units do not have
                    cumulative distribution rights) upon liquidation,
                    dissolution or winding-up of the Partnership bear to each
                    other.

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

                                       25
<PAGE>

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

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

          (e)  Optional Redemption.

               (i)  Right of Optional Redemption. The Series A Preferred Units
                    may not be redeemed prior to the fifth anniversary of the
                    issuance date. On or after such date, the Partnership shall
                    have the right to redeem the Series A Preferred Units, in
                    whole or in part, at any time or from time to time, upon not
                    less than 30 nor more than 60 days' written notice, at a
                    redemption price, payable in cash, equal to the Capital
                    Account balance of the holder of Series A Preferred Units
                    (the "Series A Redemption Price"); provided, however, that
                    no redemption pursuant to this Section 4.5(e) will be
                    permitted if the Series A Redemption Price does not equal or
                    exceed the original Capital Contribution of such holder plus
                    the cumulative Series A Priority Return, whether or not
                    declared, to the redemption date to the extent not
                    previously distributed or distributed on the redemption date
                    pursuant to Section 4.5(c)(i). If fewer than all of the
                    outstanding Series A Preferred Units are to be redeemed, the
                    Series A Preferred Units to be redeemed shall be selected
                    pro rata (as nearly as practicable without creating
                    fractional units).

               (ii) Limitation on Redemption.

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

                                       26
<PAGE>

                         exchangeable for equity securities) or options to
                         purchase any of the foregoing.

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

               (iii) Procedures for Redemption.

               (A)  Notice of redemption will be (i) faxed, and (ii) mailed by
                    the Partnership, by certified mail, postage prepaid, not
                    less than 30 nor more than 60 days prior to the redemption
                    date, addressed to the respective holders of record of the
                    Series A 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 A Preferred
                    Units except as to the holder to whom such notice was
                    defective or not given. In addition to any information
                    required by law, each such notice shall state: (i) the
                    redemption date, (ii) the Series A Redemption Price, (iii)
                    the aggregate number of Series A Preferred Units to be
                    redeemed and if fewer than all of the outstanding Series A
                    Preferred Units are to be redeemed, the number of Series A
                    Preferred Units to be redeemed held by such holder, which
                    number shall equal such holder's pro rata share (based on
                    the percentage of the aggregate number of outstanding Series
                    A Preferred Units the total number of Series A Preferred
                    Units held by such holder represents) of the aggregate
                    number of Series A Preferred Units to be redeemed, (iv) the
                    place or places where such Series A Preferred Units are to
                    be surrendered for payment of the Series A Redemption Price,
                    (v) that distributions on the Series A Preferred Units to be
                    redeemed will cease to accumulate on such redemption date
                    and (vi) that payment of the Series A Redemption Price will
                    be made upon presentation and surrender of such Series A
                    Preferred Units.

               (B)  If the Partnership gives a notice of redemption in respect
                    of Series A 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 A Preferred Units being
                    redeemed funds sufficient to pay the applicable Series A
                    Redemption Price and will give irrevocable instructions and
                    authority to pay such Series A Redemption Price to the
                    holders of the Series A Preferred Units upon surrender of
                    the Series A Preferred Units by such holders at the place
                    designated in the notice of redemption. If the Series A
                    Preferred Units are evidenced by a certificate and if fewer

                                       27
<PAGE>

                    than all Series A Preferred Units evidenced by any
                    certificate are being redeemed, a new certificate shall be
                    issued upon surrender of the certificate evidencing all
                    Series A Preferred Units, evidencing the unredeemed Series A
                    Preferred Units without cost to the holder thereof. On and
                    after the date of redemption, distributions will cease to
                    accumulate on the Series A Preferred Units or portions
                    thereof called for redemption, unless the Partnership
                    defaults in the payment thereof. If any date fixed for
                    redemption of Series A Preferred Units is not a Business
                    Day, then payment of the Series A 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 A Redemption Price is
                    improperly withheld or refused and not paid by the
                    Partnership, distributions on such Series A Preferred Units
                    will continue to accumulate from the original redemption
                    date to the date of payment, in which case the actual
                    payment date will be considered the date fixed for
                    redemption for purposes of calculating the applicable Series
                    A Redemption Price.

          (f)  Voting Rights.

               (i)  General. Notwithstanding anything to the contrary contained
                    in this Agreement, Series A Preferred Partners will not have
                    any voting rights or right to consent to any matter
                    requiring the consent or approval of the Limited Partners,
                    except as otherwise expressly set forth in this Agreement
                    and except as set forth below.

               (ii) Certain Voting Rights. So long as any Series A Preferred
                    Units remain outstanding, the Partnership shall not, without
                    the affirmative vote of the holders of at least two-thirds
                    of the Series A Preferred Units outstanding at the time (A)
                    authorize or create, or increase the authorized or issued
                    amount of, any class or series of Partnership Interests
                    ranking prior to the Series A Preferred Units with respect
                    to payment of distributions or rights upon liquidation,
                    dissolution or winding-up or reclassify any Partnership
                    Interests of the Partnership into any such Partnership
                    Interest, or create, authorize or issue any obligations or
                    security convertible into or evidencing the right to
                    purchase any such Partnership Interests, (B) authorize or
                    create, or increase the authorized or issued amount of any
                    Parity Preferred Units or reclassify any Partnership
                    Interest of the Partnership into any such Partnership
                    Interest or create, authorize or issue any obligations or
                    security convertible into or evidencing the right to
                    purchase any such Partnership Interests but only to the
                    extent such Parity Preferred Units are issued to an
                    affiliate of the Partnership, other than (I)

                                       28
<PAGE>

                    Security Capital or (II) 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 (C) either (I)
                    consolidate, merge into or with, or convey, transfer or
                    lease its assets substantially as an entirety to, any
                    corporation or other entity or (II) amend, alter or repeal
                    the provisions of this 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 A 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 (a) the Partnership is the surviving entity and the
                    Series A Preferred Units remain outstanding with the terms
                    thereof unchanged, or (b) the resulting, surviving or
                    transferee entity is a partnership, limited liability
                    company or other pass-through entity organized under the
                    laws of any state and substitutes the Series A Preferred
                    Units for other interests in such entity having
                    substantially the same terms and rights as the Series A
                    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 A
                    Preferred Units and no vote of the Series A Preferred Units
                    shall be required in such case; and provided further that
                    any increase in the amount of Partnership Interests or the
                    creation or issuance of any other class or series of
                    Partnership Interests, in each case ranking (a) junior to
                    the Series A Preferred Units with respect to payment of
                    distributions and the distribution of assets upon
                    liquidation, dissolution or winding-up, or (b) on a parity
                    to the Series A Preferred Units with respect to payment of
                    distributions and 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, shall not be
                    deemed to materially and adversely affect such rights,
                    preferences, privileges or voting powers and no vote of the
                    Series A Preferred Units shall be required in such case.

          (g)  Exchange Rights.

               (i)  Right to Exchange.

                    (A)  Series A Preferred Units will be exchangeable in whole
                         or in part at anytime on or after the tenth anniversary
                         of the date of issuance, at the option of the holders
                         thereof, for authorized but previously unissued shares
                         of 8.125% Series A Cumulative Redeemable Preferred
                         Stock of Regency (the "Series A Preferred Stock") at an
                         exchange rate of one share of Series A Preferred Stock
                         for one Series A Preferred Unit, subject to adjustment
                         as described below (the "Exchange

                                       29
<PAGE>

                         Price"), provided
                         that the Series A Preferred Units will become
                         exchangeable at any time, in whole or in part, at the
                         option of the holders of Series A Preferred Units for
                         Series A Preferred Stock if (I) at any time full
                         distributions shall not have been timely made on any
                         Series A Preferred Unit with respect to six (6) prior
                         quarterly distribution periods, whether or not
                         consecutive, provided, however, that a distribution in
                         respect of Series A Preferred Units shall be considered
                         timely made if made within two (2) Business Days after
                         the applicable 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 (II)
                         upon receipt by a holder or holders of Series A
                         Preferred Units of (a) notice from the General Partner
                         that the General Partner or a Subsidiary of the General
                         Partner has taken the position that the Partnership is,
                         or upon the occurrence of a defined event in the
                         immediate future will be, a PTP and (b) an opinion
                         rendered by an outside nationally recognized
                         independent counsel familiar with such matters
                         addressed to a holder or holders of Series A 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 A Preferred Units may be exchanged for
                         Series A Preferred Stock, in whole or in part, at the
                         option of any holder prior to the tenth anniversary of
                         the issuance date and after the third anniversary
                         thereof if such holder of a Series A Preferred Units
                         shall deliver to the General Partner either (i) a
                         private ruling letter addressed to such holder of
                         Series A Preferred Units or (ii) an opinion of
                         independent counsel reasonably acceptable to the
                         General Partner based on the enactment of temporary or
                         final Regulations or the publication of a Revenue
                         Ruling, in either case to the effect that an exchange
                         of the Series A Preferred Units at such earlier time
                         would not cause the Series A 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 A 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 A Preferred Units may be
                         exchanged in whole or in part for Series A Preferred
                         Stock at any time after the date hereof, if both (x)
                         the holder thereof concludes based on results or
                         projected results that there exists (in the reasonable
                         judgement of the holder) an imminent and substantial
                         risk that the holder's interest in the Partnership does
                         or will represent more than 19.5% of the total profits
                         or capital interests in the Partnership (determined in
                         accordance with Regulations Section 1.731-2(e)(4)) for
                         a taxable year, and (y) the holder delivers to the
                         General Partner an opinion of nationally recognized
                         independent counsel to the effect that there is an
                         imminent and substantial risk that the holder's

                                       30
<PAGE>

                         interest in the Partnership does or will represent more
                         than 19.5% of the total profits or capital interests in
                         the Partnership (determined in accordance with
                         Regulations Section 1.731-2(e)(4)) for a taxable year.

                    (B)  Notwithstanding anything to the contrary set forth in
                         Section 4.5(g)(i)(A), if an Exchange Notice 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 A Preferred Units for cash in an
                         amount equal to the original Capital Contribution per
                         Series A 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 A Preferred Units for cash pursuant to this
                         Section 4.5(g)(i)(B) by giving each holder of record of
                         Series A Preferred Units notice of its election to
                         redeem for cash, within five (5) Business Days after
                         receipt of the Exchange Notice, by (i) fax, and (ii)
                         registered mail, postage paid, at the address of each
                         holder as it may appear on the records of the
                         Partnership stating (i) the redemption date, which
                         shall be no later than sixty (60) days following the
                         receipt of the Exchange Notice, (ii) the redemption
                         price, (iii) the place or places where the Series A
                         Preferred Units are to be surrendered for payment of
                         the redemption price, (iv) that distributions on the
                         Series A Preferred Units will cease to accrue on such
                         redemption date; (v) that payment of the redemption
                         price will be made upon presentation and surrender of
                         the Series A Preferred Units and (vi) the aggregate
                         number of Series A Preferred Units to be redeemed, and
                         if fewer than all of the outstanding Series A Preferred
                         Units are to be redeemed, the number of Series A Units
                         to be redeemed held by such holder, which number shall
                         equal such holder's pro-rata share (based on the
                         percentage of the aggregate number of outstanding
                         Series A Preferred Units the total number of Series A
                         Preferred Units held by such holder represents) of the
                         aggregate number of Series A Preferred Units being
                         redeemed.

                    (C)  Upon the occurrence of an event giving rise to exchange
                         rights pursuant to Section 4.5(g)(i)(A), in the event
                         an exchange of all or a portion of Series Preferred A
                         Preferred Units pursuant to Section 4.5(g)(i)(A) would
                         violate the provisions on ownership limitation of the
                         General Partner set forth in Article 5 of the Articles
                         of Incorporation, the General Partner shall give
                         written notice thereof to each holder of record of
                         Series A Preferred Units, within five (5) Business Days
                         following receipt of the Exchange Notice, by (i) fax,
                         and (ii) registered mail, postage prepaid, at the
                         address of each such holder set forth in the records of
                         the Partnership. In such event, each holder of Series A
                         Preferred Units shall be entitled to exchange, pursuant
                         to the provision of Section 4.5(g)(ii) a number of
                         Series A Preferred Units which would comply with the
                         provisions on the ownership limitation of the General

                                       31
<PAGE>

                         Partner set forth in such Article 5 of the Articles of
                         Incorporation and any Series A 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 Excess Unit, plus any accrued
                         and unpaid distributions thereon, whether or not
                         declared, to the date of redemption. The written notice
                         of the General Partner shall state (i) the number of
                         Excess Units held by such holder, (ii) the redemption
                         price of the Excess Units, (iii) the date on which such
                         Excess Units shall be redeemed, which date shall be no
                         later than sixty (60) days following the receipt of the
                         Exchange Notice, (iv) the place or places where such
                         Excess Units are to be surrendered for payment of the
                         Series A Redemption Price, (iv) that distributions on
                         the Excess Units will cease to accrue on such
                         redemption date, and (v) that payment of the redemption
                         price will be made upon presentation and surrender of
                         such 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 (i) the widely held
                         nature of the interests in such holder, sufficient to
                         assure the General Partner that the holder's ownership
                         of stock of the General Partner (without regard to the
                         limits described above) will not cause any individual
                         to own in excess of 9.8% of the stock of the General
                         Partner; and (ii) to the extent such holder can so
                         represent and covenant without obtaining information
                         from its owners, the holder's ownership of tenants of
                         the Partnership and its affiliates.

                    (D)  The redemption of Series A Preferred Units described in
                         Section 4.5(g)(i)(B) and (C) shall be subject to the
                         provisions of Section 4.5(e)(ii)(A) and Section
                         4.5(e)(iii)(B); provided, however, that for purposes
                         hereof the term "Series A Redemption Price" in Section
                         4.5(e)(ii)(A) and Section 4.5(e)(iii)(B) shall be read
                         to mean the original Capital Contribution per Series A
                         Preferred Unit being redeemed plus all accrued and
                         unpaid distributions to the redemption date.

               (ii) Procedure for Exchange.

                    (A)  Any exchange shall be exercised pursuant to a notice of
                         exchange (the "Exchange Notice") delivered to the
                         General Partner by the holder who is exercising such
                         exchange right, by (i) fax and (ii) by certified mail
                         postage prepaid. Upon request of the General Partner,
                         such holder delivering the Exchange Notice shall
                         provide to the General Partner in writing such
                         information as the General Partner may reasonably
                         request to determine whether any portion of the
                         exchange by the delivering holder will result in the
                         violation of the restrictions of Article 5 of the
                         Articles of Incorporation, including the Ownership
                         Limit and the Related Tenant Limit. The exchange of
                         Series A Preferred

                                       32
<PAGE>

                         Units, or a specified portion
                         thereof, may be effected after the fifth (5th) Business
                         Days following receipt by the General Partner of the
                         Exchange Notice and such requested information by
                         delivering certificates, if any, representing such
                         Series A Preferred Units to be exchanged together with,
                         if applicable, written notice of exchange and a proper
                         assignment of such Series A Preferred Units to the
                         office of the General Partner maintained for such
                         purpose. Currently, such office is 121 West Forsyth
                         Street, Suite 200, Jacksonville, Florida 32202. Each
                         exchange will be deemed to have been effected
                         immediately prior to the close of business on the date
                         on which such Series A 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 Exchange Price
                         shall have been paid. Any Series A Preferred Stock
                         issued pursuant to this Section 4.5(g) shall be
                         delivered as shares which are duly authorized, validly
                         issued, fully paid and nonassessable, free of pledge,
                         lien, encumbrance or restriction other than those
                         provided in the Articles of Incorporation, the Bylaws
                         of the General Partner, the Securities Act and relevant
                         state securities or blue sky laws.

                    (B)  In the event of an exchange of Series A Preferred Units
                         for shares of Series A Preferred Stock, an amount equal
                         to the accrued and unpaid distributions which are not
                         paid pursuant to Section 4.5(c)(i) hereof, whether or
                         not declared, to the date of exchange on any Series A
                         Preferred Units tendered for exchange shall (i) accrue
                         and be payable by the General Partner from and after
                         the date of exchange on the shares of the Series A
                         Preferred Stock into which such Series A Preferred
                         Units are exchanged, and (ii) continue to accrue on
                         such Series A 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 A
                         Preferred Unit that was validly exchanged into Series A
                         Preferred Stock pursuant to this section (other than
                         the General Partner now holding such Series A Preferred
                         Unit), receive a distribution out of Available Cash or
                         Capital Transaction Proceeds of the Partnership with
                         respect to any Series A Preferred Units so exchanged.

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

                                       33
<PAGE>

               (iii) Adjustment of Exchange Price.

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

                    (B)  In case the General Partner shall be a party to any
                         transaction (including, without limitation, a merger,
                         consolidation, statutory share exchange, tender offer
                         for all or substantially all of the General Partner's
                         capital stock or sale of all or substantially all of
                         the General Partner's assets), in each case as a result
                         of which the Series A 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 A Preferred Unit
                         will thereafter be exchangeable into the kind and
                         amount of shares of capital stock and other securities
                         and property receivable (including cash or any
                         combination thereof) upon the consummation of such
                         transaction by a holder of that number of shares of
                         Series A Preferred Stock or fraction thereof into which
                         one Series A 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.

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

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

                                   Article 5
                                  Distributions

     Section 5.1 Requirement and Characterization of Distributions.

     (a)  Subject to Section 5.1(b), the General Partner shall:

          (i)  distribute quarterly an amount equal to 100% of Available Cash
               generated by the Partnership during such quarter to the holders
               of Original Limited Partnership Units, Additional Units and
               General Partner Units, pro rata based on the number of such Units
               by each; and

                                       34
<PAGE>

         (ii) distribute Capital Transaction Proceeds received by the
               Partnership within 30 days after the date of such Capital
               Transaction to the holders of Original Limited Partnership Units,
               Additional Units and General Partner Units, pro rata based on the
               number of such Units held by each.

               Notwithstanding the foregoing, if the General Partner holds Units
               that mirror outstanding shares of special common stock of the
               General Partner and such shares of special common stock bear a
               quarterly dividend per share that is different from the cash
               dividend on a share of Common Stock, distributions under this
               Section 5.1(a) shall be adjusted as appropriate to pay the
               amounts required with respect to such Units, but such Units shall
               not be senior as to the other Common Units with respect to
               distributions under this Section 5.1(a).

     (b)  Anything herein to the contrary notwithstanding, no Available Cash or
          Capital Transaction Proceeds shall be distributed pursuant to Section
          5.1 or any other provision of this Article 5 unless all distributions
          accumulated on all Series A Preferred Units pursuant to Section 4.5
          have been paid in full and unless all distributions accumulated on any
          other outstanding Preferred Units have been paid in full.

     Section 5.2 Amounts Withheld. All amounts withheld pursuant to the Code or
any provisions of any state or local tax law and Section 5.3 hereof with respect
to any allocation, payment or distribution to the General Partner, or any
Limited Partners or Assignees shall be promptly paid, solely out of funds of the
Partnership (except as otherwise provided in Section 5.3 in connection with the
exercise by a Limited Partner of a Redemption Right), by the General Partner to
the appropriate taxing authority and treated as amounts distributed to the
General Partner or such Limited Partners or Assignees pursuant to Section 5.1
for all purposes under this Agreement.

     Section 5.3 Withholding. Each Limited Partner hereby authorizes the
Partnership to withhold from or pay on behalf of or with respect to such Limited
Partner any amount of federal, state, local, or foreign taxes that the General
Partner determines that the Partnership is required to withhold or pay with
respect to any amount distributable or allocable to such Limited Partner
pursuant to this Agreement or with respect to the exercise by such Limited
Partner of the Redemption Rights set forth in Section 8.6 or in any separate
agreement, including, without limitation, any taxes required to be withheld or
paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the
Code and Section 48-7-129 of the Official Code of Georgia Annotated. Any amount
paid on behalf of or with respect to a Limited Partner shall constitute a loan
by the Partnership to such Limited Partner, which loan shall be repaid by such
Limited Partner within 15 days after notice from the General Partner that such
payment must be made unless (i) the Partnership withholds such payment from a
distribution which would otherwise be made to the Limited Partner or (ii) the
General Partner determines, in its sole and absolute discretion, that such
payment may be satisfied out of the available funds of the Partnership which
would, but for such payment, be distributed to the Limited Partner. Any amounts
withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as
having been distributed to such Limited Partner and shall be promptly paid,
solely

                                       35
<PAGE>

out of funds of the Partnership, by the General Partner to the
appropriate taxing authority. Each Limited Partner hereby unconditionally and
irrevocably grants to the Partnership a security interest in such Limited
Partner's Partnership Interest as to secure such Limited Partner's obligation to
pay to the Partnership any amounts required to be paid pursuant to this Section
5.3 (together with attorney's fees and other costs in enforcing the
Partnership's rights against the collateral). In the event that a Limited
Partner or Redeeming Partner fails to pay any amounts owed to the Partnership
pursuant to this Section 5.3 when due, the General Partner may, in its sole and
absolute discretion, elect to make the payment on behalf of such defaulting
Partner, and in such event shall be deemed to have loaned such amount to such
defaulting Partner and shall succeed to all rights and remedies of the
Partnership as against such defaulting Partner (including, without limitation,
in the case of a default by other than a Redeeming Partner the right to receive
distributions from the Partnership). Any amounts payable by a Limited Partner or
a Redeeming Partner hereunder shall bear interest at the Prime Rate, plus two
percentage points (but not higher than the maximum lawful rate) from the date
such amount is due (i.e., 15 days after demand) until such amount is paid in
full. In the event that the Partnership or the General Partner is required to
withhold tax with respect to the exercise by a Limited Partner of a Redemption
Right, the Limited Partner exercising the Redemption Right shall make
arrangements with the Partnership or the General Partner, as the case may be, to
provide the funds to the Partnership necessary to effect the required
withholding. In the event that, pursuant to applicable laws and regulations, the
General Partner may withhold a reduced amount pending a determination by
applicable taxing authorities as to whether any additional withholding tax must
subsequently be deposited, the General Partner shall have the right to require
the Redeeming Partner to pledge a first priority security interest in a portion
of the Redemption Amount as collateral for the Redeeming Partner's obligation to
provide the funds necessary to effect any subsequent required holding (together
with attorney's fees and other costs in enforcing the Partnership's rights
against the collateral), in an amount in the case of a Share Amount equal to
Shares having a Value on the date of the pledge equal to 125% of the maximum
possible subsequent required withholding (or 100% of the maximum possible
subsequent required withholding if the Redemption Amount is paid in the form of
the Cash Amount) (the "Withholding Collateral"). The General Partner shall be
entitled to retain possession of the Withholding Collateral until either the
Redeeming Partner provides funds to the General Partner sufficient to make any
subsequent required withholding deposit or the General Partner receives a
determination from the applicable authorities that no subsequent withholding is
required. All dividends, distributions, interest or other income on the
Withholding Collateral while subject to the pledge hereunder shall be paid to
the Redeeming Partner pledging the Withholding Collateral. If the applicable
authorities advise that subsequent withholding is required and the Redeeming
Partner does not deliver the necessary funds to the General Partner within 20
days after receipt of the General Partner's request therefor, the General
Partner shall be entitled to exercise all rights and remedies of a secured party
under the Uniform Commercial Code with respect to the Withholding Collateral.
Each Limited Partner and each Redeeming Partner shall take such actions as the
Partnership or the General Partner shall request in order to perfect or enforce
the security interest created hereunder.

                                       36
<PAGE>

     Section 5.4 Distributions Upon Liquidation. Notwithstanding anything
contained in Section 5.1 to the contrary, proceeds from a Liquidating
Transaction shall be distributed to the Partners in accordance with Section
13.2.

                                   Article 6
                                   Allocations

     Section 6.1 Allocations of Net Income and Net Loss. For purposes of
maintaining the Capital Accounts and in determining the rights of the Partners
among themselves, the Partnership's Net Income and Net Loss shall be allocated
among the Partners for each taxable year (or portion thereof) as provided herein
below.

     (a)  Net Income. Net Income for any taxable year (or portion thereof) shall
          be allocated, after giving effect to the special allocations set forth
          in Section 6.2 below, as follows:

          (i)  First, one hundred percent (100%) to the General Partner in an
               amount equal to the excess, if any, of (A) the cumulative Net
               Losses allocated to the General Partner pursuant to the last
               sentence of Section 6.1(b) and Section 6.1(b)(iv) for all prior
               fiscal years, over (B) the cumulative Net Income allocated
               pursuant to this Section 6.1(a)(i) for all prior fiscal years;

          (ii) Second, one hundred percent (100%) to the Series A Preferred
               Partners in an amount equal to the excess, if any, of (A) the
               cumulative Net Losses allocated to the Series A Preferred
               Partners pursuant to Section 6.1(b)(ii) and Section 6.1(b)(viii)
               of the Third Amended Agreement for all prior fiscal years, over
               (B) the cumulative Net Income allocated pursuant to this Section
               6.1(a)(ii) and Section 6.1(a)(ii) of the Third Amended Agreement
               (including any amounts allocated pursuant to Section 6.2(g) of
               the Third Amended Agreement which were attributable to Section
               6.1(a)(ii) of the Third Amended Agreement) for all prior fiscal
               years;

          (iii) Third, one hundred percent (100%) to the holders of the Common
               Units in an amount equal to the excess, if any, of (A) the
               cumulative Net Losses allocated to such Partners for all prior
               fiscal years pursuant to Section 6.1(b)(iii) over (B) the
               cumulative Net Income allocated pursuant to this Section
               6.1(a)(iii) for all prior fiscal years;

          (iv) Fourth, one hundred percent (100%) to the Series A Preferred
               Partners until the Series A Preferred Partners have been
               allocated an amount equal to the excess of the cumulative Series
               A Priority Return through the last day of the current fiscal year
               (determined without reduction for distributions made to date in
               satisfaction thereof) over the cumulative Net Income allocated to
               the Series A Preferred Partners pursuant to this Section
               6.1(a)(iii), and Section 6.1(a)(v) of the Third Amended Agreement
               (including any amounts allocated pursuant to Section 6.2(g) of
               the Third Amended Agreement which were

                                       37
<PAGE>

               attributable to Section 6.1(a)(v) of the Third Amended Agreement)
               for all prior periods; and

          (v)  Thereafter, to the holders of the Common Units and the General
               Partner and any other holders of General Partner Units, pro rata
               in accordance with the relative number of Units held by each;
               provided, however, if the General Partner holds Units that mirror
               outstanding shares of special common stock and such shares of
               special common stock bear a quarterly dividend per share that is
               different from the cash dividend on a share of Common Stock,
               allocations of Net Income under this Section 6.1(a)(v) shall be
               adjusted as appropriate to allocate amounts to the General
               Partner with respect to such Units to mirror the different
               quarterly dividend per share.

     (b)  Net Losses. Net Losses for any taxable year (or portion thereof)
          during which Available Cash and Capital Transaction Proceeds are
          distributed pursuant to Section 5.1 shall be allocated, after giving
          effect to the special allocations set forth in Section 6.2 below, as
          follows:

          (i)  First, one hundred percent (100%) to the holders of the Common
               Units and the General Partner in proportion to such Partners'
               Adjusted Capital Accounts until the Adjusted Capital Account of
               each such Partner has been reduced to zero (for this purpose, any
               obligation of such Partner to restore a negative Capital Account
               under this Agreement or otherwise recognized under Regulation
               Section 1.704-1(b)(2)(ii)(c) shall be disregarded, and any
               portion of such Capital Account attributable to Preferred Units
               by such Partner shall be disregarded); and

          (ii) Second, to the Series A Preferred Partners until their Adjusted
               Capital Account balance (determined, solely for purposes of this
               Section 6.1(b)(i), without regard to any obligation of a Partner
               to restore a negative Capital Account under Section 13.4, has
               been reduced to zero); and

          (iii) Third, to the holders of the Common Units who have elected to
               restore a portion of their negative Capital Accounts under
               Section 13.4, in proportion to and to the extent of such amounts;
               and

          (iv) Thereafter, any remaining Net Loss shall be allocated to the
               General Partner.

Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited
Partner pursuant to this Section 6.1(b) to the extent that such allocation would
cause such Limited Partner to have an Adjusted Capital Account Deficit at the
end of such taxable year (or increase any existing Adjusted Capital Account
Deficit). All Net Losses in excess of the limitations set forth in the preceding
sentence of this Section 6.1(b) shall be allocated to the General Partner.

                                       38
<PAGE>

     (c)  Nonrecourse Liabilities. The Partners agree that excess Nonrecourse
          Liabilities of the Partnership (within the meaning of Section
          1.752-3(a)(3) of the Regulations) will be allocated among the Partners
          for purposes of Section 752 of the Code in accordance with their
          respective Percentage Interests.

     (d)  Gains. Any gain allocated to the Partners upon the sale or other
          taxable disposition of any Partnership asset shall to the extent
          possible, after taking into account other required allocations of gain
          pursuant to Section 6.2 below, be characterized as Recapture Income in
          the same proportions and to the same extent as such Partners have been
          allocated any deductions directly or indirectly giving rise to the
          treatment of such gains as Recapture Income.

     Section 6.2 Special Allocation Rules. Notwithstanding any other provision
of this Agreement, the following special allocations shall be made in the
following order:

     (a)  Minimum Gain Chargeback. Notwithstanding any other provisions of
          Article 6, if there is a net decrease in Partnership Minimum Gain
          during any Partnership Year, each Partner shall be specially allocated
          items of Partnership income and gain for such year (and, if necessary,
          subsequent years) in an amount equal to such Partner's share of the
          net decrease in Partnership Minimum Gain, as determined under
          Regulations Section 1.704-2(g). Allocations pursuant to the previous
          sentence shall be made in proportion to the respective amounts
          required to be allocated to each Partner pursuant thereto. The items
          to be so allocated shall be determined in accordance with Regulations
          Section 1.704-2(f)(6). This Section 6.2(a) is intended to comply with
          the minimum gain chargeback requirements in Regulations Section
          1.704-2(f) and for purposes of this Section 6.2(a) only, each
          Partner's Adjusted Capital Account Deficit shall be determined prior
          to any other allocations pursuant to Section 6.1 of the Agreement with
          respect to such fiscal year and without regard to any decrease in
          Partner Minimum Gain during such Partnership Year.

     (b)  Partner Minimum Gain Chargeback. Notwithstanding any other provision
          of Article 6 (except Section 6.2(a) hereof), if there is a net
          decrease in Partner Minimum Gain attributable to a Partner Nonrecourse
          Debt during any Partnership Year, each Partner who has a share of the
          Partner Minimum Gain attributable to such Partner Nonrecourse Debt,
          determined in accordance with Regulations Section 1.704-2(i)(5), shall
          be specially allocated items of Partnership income and gain for such
          year (and, if necessary, subsequent years) in an amount equal to such
          Partner's share of the net decrease in Partner Minimum Gain
          attributable to such Partner Nonrecourse Debt, determined in
          accordance with Regulations Section 1.704-2(i)(5). Allocations
          pursuant to the previous sentence shall be made in proportion to the
          respective amounts required to be allocated to each Partner pursuant
          thereto. The items to be so allocated shall be determined in
          accordance with Regulations Section 1.704-2(i)(4). This Section 6.2(b)
          is intended to comply with the minimum gain chargeback requirement in
          such Section of the Regulations and shall be interpreted consistently
          therewith. Solely for purposes of this Section 6.2(b), each

                                       39
<PAGE>

          Partner's Adjusted Capital Account Deficit shall be determined prior
          to any other allocations pursuant to Article 6 of this Agreement with
          respect to such Partnership Year, other than allocations pursuant to
          Section 6.2(a) hereof.

     (c)  Qualified Income Offset. In the event any Partner unexpectedly
          receives any adjustments, allocations or distributions described in
          Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
          or 1.704-1(b)(2)(ii)(d)(6), and after giving effect to the allocations
          required under Section 6.2(a) and Section 6.2(b) hereof, such Partner
          has an Adjusted Capital Account Deficit, items of Partnership income
          and gain shall be specially allocated to such Partner in an amount and
          manner sufficient to eliminate, to the extent required by the
          Regulations, its Adjusted Capital Account Deficit created by such
          adjustments, allocations or distributions as quickly as possible.

     (d)  Nonrecourse Deductions. Nonrecourse Deductions for any taxable period
          shall be allocated to the Partners in accordance with their respective
          Percentage Interests.

     (e)  Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for
          any Partnership Year shall be specially allocated to the Partner who
          bears the economic risk of loss with respect to the Partner
          Nonrecourse Debt to which such Partner Nonrecourse Deductions are
          attributable in accordance with Regulations Section 1.704-2(i)(2).

     (f)  Code Section 754 Adjustments. To the extent an adjustment to the
          adjusted tax basis of any Partnership asset pursuant to Section 734(b)
          or 743(b) of the Code is required, pursuant to Regulations Section
          1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
          Accounts, the amount of such adjustment to the Capital Accounts shall
          be treated as an item of gain (if the adjustment increases the basis
          of the asset) or loss (if the adjustment decreases such basis), and
          such item of gain or loss shall be specially allocated to the Partners
          in a manner consistent with the manner in which their Capital Accounts
          are required to be adjusted pursuant to such Section of the
          Regulations.

     Section 6.3 Allocations for Tax Purposes.

     (a)  General. Except as otherwise provided in this Section 6.3, for federal
          income tax purposes, each item of income, gain, loss and deduction
          shall be allocated among the Partners in the same manner as its
          correlative item of "book" income, gain, loss or deduction is
          allocated pursuant to Section 6.1 and Section 6.2 of this Agreement.

     (b)  Other Allocation Rules.

          (i)  For purposes of determining Net Income, Net Losses, or other
               items allocable to any period, Net Income, Net Losses, and any
               such other items shall be determined on a daily, monthly, or
               other basis, as determined by the

                                     40
<PAGE>

               General Partner using any permissible method under Section 706 of
               the Code and the Regulations thereunder.

          (ii) In accordance with Code Section 704(c) and the Regulations
               thereunder, income, gain, loss and deduction with respect to any
               property contributed to the capital of the Partnership shall,
               solely for tax purposes, be allocated among the Partners so as to
               take account of any variation between the adjusted basis of such
               property to the Partnership for federal income tax purposes and
               its initial Gross Asset Value.

          (iii) To the extent that the fair market value of a property
               contributed to the Partnership by Branch Properties, L.P.
               differed from its adjusted tax basis at the time it was
               originally contributed to Branch Properties, L.P. (the "Original
               Book-Tax Disparity"), the allocation of tax items with respect to
               such contributed property shall take into account any remaining
               Original Book-Tax Disparity at the time such property is
               contributed to the Partnership in a manner consistent with the
               principles of Section 704(c) of the Code, using the "traditional
               method" under Section 1.704-3(b) of the Regulations, so that the
               Limited Partners who originally contributed such property to
               Branch Properties, L.P. (or their successors-in-interest) bear
               the tax burden (or benefit, if applicable) of the remaining
               Original Book-Tax Disparity.

          (iv) In the event the Gross Asset Value of any Partnership asset is
               adjusted, subsequent allocations of income, gain, loss, and
               deductions with respect to such asset shall take account of any
               variation between the adjusted basis of such asset for federal
               income tax purposes and its Gross Asset Value in the same manner
               as under Code Section 704(c) and the Regulations thereunder. Any
               elections or other decisions relating to Code Section 704(c)
               allocations shall be made by the General Partner; provided,
               however, that the "traditional method" of making Section 704(c)
               allocations without curative allocations described in Section
               1.704-3(b) of the Regulations shall be used. Allocations pursuant
               to Sections 6.3(b)(ii), (iii) and (iv) hereof are solely for
               purposes of federal, state, and local taxes and shall not affect,
               or in any way be taken into account in computing, any Partner's
               Capital Account or share of Net Income, Net Losses, other items,
               or distributions pursuant to any provision of this Agreement.

                                   Article 7
                      Management And Operations Of Business

     Section 7.1 Management.

     (a)  Powers of General Partner. Except as otherwise expressly provided in
          this Agreement, all management powers over the business and affairs of
          the Partnership are exclusively vested in the General Partner, and no
          Limited Partner shall have any

                                       41
<PAGE>

          right to participate in or exercise control or management power over
          the business and affairs of the Partnership. Notwithstanding anything
          to the contrary in this Agreement, the General Partner may not be
          removed by the Limited Partners with or without cause. In addition to
          the powers now or hereafter granted a general partner of a limited
          partnership under applicable law or which are granted to the General
          Partner under any other provision of this Agreement, the General
          Partner shall have full power and authority to do all things deemed
          necessary or desirable by it to conduct the business of the
          Partnership, to exercise all powers set forth in Section 3.2 hereof
          and to effectuate the purposes set forth in Section 3.1 hereof,
          including, without limitation:

          (i)  the making of any expenditures, the lending or borrowing of money
               (including, without limitation, borrowing money to permit the
               Partnership to make distributions to its Partners in such amounts
               as will permit Regency (so long as Regency desires to qualify as
               a REIT) to avoid the payment of any federal income tax
               (including, for this purpose, any excise tax pursuant to Section
               4981 of the Code) and to make distributions to its shareholders
               sufficient to permit Regency to maintain REIT status), the
               assumption or guarantee of, or other contracting for,
               indebtedness and other liabilities, the issuance of evidences of
               indebtedness (including the securing of same by mortgage, deed of
               trust or other lien or encumbrance on the Partnership's assets),
               the incurring of any obligations it deems necessary for the
               conduct of the activities of the Partnership, and the repayment
               (including prepayment) of such indebtedness, liabilities and
               obligations;

          (ii) the making of tax, regulatory and other filings, or rendering of
               periodic or other reports to governmental or other agencies
               having jurisdiction over the business or assets of the
               Partnership;

          (iii) the acquisition, disposition, conveyance, mortgage, pledge,
               encumbrance, hypothecation or exchange of all or any assets of
               the Partnership or the merger or other combination of the
               Partnership with or into another entity (provided that such
               merger or other combination does not result in the Partnership
               recognizing taxable gain or loss for federal income tax purposes)
               on such terms as the General Partner deems proper (subject to
               Section 7.6 in the case of transactions between the Partnership
               and the General Partner or any Affiliate), and no approval of the
               Limited Partners shall be required for the exercise of such
               powers, provided, however, that the General Partner shall use
               reasonable efforts to effect all dispositions of the
               Partnership's assets that were contributed by the Limited
               Partners in accordance with Section 1031 of the Code although,
               except as provided in Section 7.1(c) hereof, it shall not be
               required to do so;

          (iv) the use of the assets of the Partnership (including, without
               limitation, cash on hand) for any purpose consistent with the
               terms of this Agreement and on any terms it sees fit, including,
               without limitation, the

                                       42
<PAGE>

               financing of the conduct of the operations of the General
               Partner, the Partnership or any of the Partnership's
               Subsidiaries, the lending of funds to other Persons (including
               Regency or any of the Partnership's Subsidiaries) and the
               repayment of obligations of the Partnership and its Subsidiaries
               and any other Person in which it has an equity investment and the
               making of capital contributions to its Subsidiaries, the holding
               of any real, personal and mixed property of the Partnership in
               the name of the Partnership or in the name of a nominee or
               trustee (subject to Section 7.10), the creation, by grant or
               otherwise, of easements or servitudes, and the performance of any
               and all acts necessary or appropriate to the operation of the
               Partnership assets including, but not limited to, applications
               for rezoning, objections to rezoning, constructing, altering,
               improving, repairing, renovating, rehabilitating, razing,
               demolishing or condemning any improvements or property of the
               Partnership;

          (v)  the negotiation, execution, and performance of any contracts,
               conveyances or other instruments (including with Affiliates of
               the Partnership to the extent provided in Section 7.6) that the
               General Partner considers useful or necessary to the conduct of
               the Partnership's operations or the implementation of the General
               Partner's powers under this Agreement, including, without
               limitation, the execution and delivery of a REIT management
               agreement on behalf of or in the name of the Partnership
               providing for the day-to-day management and operation of the
               Partnership and including, without limitation, the execution and
               delivery of leases on behalf of or in the name of the Partnership
               (including the lease of Partnership property for any purpose and
               without limit as to the term thereof, whether or not such term
               (including renewal terms) shall extend beyond the date of
               termination of the Partnership and whether or not the portion so
               leased is to be occupied by the lessee or, in turn, subleased in
               whole or in part to others);

          (vi) the opening and closing of bank accounts, the investment of
               Partnership funds in securities, certificates of deposit and
               other instruments, and the distribution of Partnership cash or
               other Partnership assets in accordance with this Agreement;

          (vii) the selection and dismissal of employees of the Partnership or
               the General Partner (including, without limitation, employees
               having titles such as "president," "vice president," "secretary"
               and "treasurer"), and the engagement and dismissal of agents,
               outside attorneys, accountants, engineers, appraisers,
               consultants, contractors and other professionals on behalf of the
               General Partner or the Partnership and the determination of their
               compensation and other terms of employment or hiring;

          (viii) the maintenance of such insurance for the benefit of the
               Partnership and the Partners as it deems necessary or
               appropriate;

                                       43
<PAGE>

          (ix) subject to the provisions of Section 4.2 hereof, the formation
               of, or acquisition of an interest in, and the contribution of
               property to any further limited or general partnerships, joint
               ventures or other relationships that it deems desirable
               (including, without limitation, the acquisition of interests in,
               and the contribution of property to, its Subsidiaries and any
               other Person in which it has an equity investment from time to
               time) (provided that such transaction does not result in the
               Partnership recognizing taxable gain or loss for federal income
               tax purposes);

          (x)  the control of any matters affecting the rights and obligations
               of the Partnership, including the conduct of litigation and the
               incurring of legal expense and the settlement of claims and
               litigation, the submission of any matter to arbitration, and the
               indemnification of any Person against liabilities and
               contingencies to the extent permitted by law;

          (xi) the undertaking of any action in connection with the
               Partnership's direct or indirect investment in its Subsidiaries
               or any other Person (including, without limitation, the
               contribution or loan of funds by the Partnership to such Persons)
               (provided that such action does not result in the Partnership
               recognizing taxable gain or loss for federal income tax
               purposes);

          (xii) the distribution in kind of the Briarcliff Village property
               pursuant to Section 13.2(c);

          (xiii) the determination of the fair market value of any Partnership
               property distributed in kind using such reasonable method of
               valuation as it may adopt; and

          (xiv) the execution, acknowledgment and delivery of any and all
               documents and instruments to effectuate any or all of the
               foregoing.

     (b)  No Approval Required for Above Powers. Subject to any other
          restriction set forth in this Agreement, each of the Limited Partners
          agrees that the General Partner is authorized to execute, deliver and
          perform the above-mentioned agreements and transactions on behalf of
          the Partnership without any further act, approval or vote of the
          Partners, notwithstanding any other provision of this Agreement
          (except where the Consent of the Limited Partners or the consent of
          the Series A Preferred Partners or of any other class or series of
          Partnership Interests is expressly required herein), the Act or any
          applicable law, rule or regulation. The execution, delivery or
          performance by the General Partner or the Partnership of any agreement
          authorized or permitted under this Agreement shall not constitute a
          breach by the General Partner of any duty that the General Partner may
          owe the Partnership or the Limited Partners or any other Persons under
          this Agreement or of any duty stated or implied by law or equity.

                                       44
<PAGE>

     (c)  Approval of Sale of Briarcliff Village. Except pursuant to the
          dissolution and liquidation of the Partnership in accordance with
          Article 13 hereof, the property commonly known as Briarcliff Village
          (the "Briarcliff Village Property") shall not be sold by the
          Partnership or the General Partner on or before December 19, 2005
          (other than in a transaction in which the Partnership recognizes no
          taxable gain or loss for federal income purposes) without the approval
          of a Majority-in-Interest of the Original Briarcliff Partners (as
          defined below) who continue, as of such time, to hold Original Limited
          Partnership Units attributable to the contribution of the Briarcliff
          Village Property to Branch Properties, L.P. and Branch Properties,
          L.P.'s subsequent contribution of the Briarcliff Village Property to
          the Partnership (the "Original Briarcliff Partners"). Such approval
          right of the Original Briarcliff Partners is personal to the Original
          Briarcliff Partners and shall terminate upon the death of an Original
          Briarcliff Partner or a sale, assignment, conveyance, or other
          transfer by an Original Briarcliff Partner, with respect to that
          Partner's Original Limited Partnership Units, and shall not be
          exercisable by any successor, transferee or assignee of an Original
          Briarcliff Partner. In the event of a like-kind exchange involving the
          Briarcliff Village Property by the Partnership, then such approval
          right for the benefit of the Original Briarcliff Partners will
          continue to be enforceable after such like-kind exchange, but shall
          relate to the property (whether real, personal or mixed, tangible or
          intangible) acquired by the Partnership in such like-kind exchange.
          Nothing herein shall be deemed to require that the Partnership or the
          General Partner take any action to avoid or prevent an involuntary
          disposition of all or part of said Briarcliff Village pursuant to a
          condemnation proceeding or other taking. For purposes of this Section
          7.1(c), Majority-In-Interest of the Original Briarcliff Partners shall
          mean the Original Briarcliff Partners who hold, in the aggregate, more
          than fifty percent (50%) of the Percentage Interests then allocable to
          and held by all of the Original Briarcliff Partners with respect to
          the Original Limited Partnership Units received by the Original
          Briarcliff Partners as a result of the contribution of the Briarcliff
          Village Property to Branch Properties, L.P. and Branch Properties,
          L.P.'s subsequent contribution of the Briarcliff Village Property to
          the Partnership. The Partnership shall not engage in any merger,
          consolidation or other business combination with or into another
          Person unless the Partnership has entered into an agreement with such
          Person in which such Person expressly agrees to be bound by the
          provisions of this Section 7.1(c).

     (d)  Insurance. At all times from and after the date hereof, the General
          Partner may cause the Partnership to obtain and maintain casualty,
          liability and other insurance on the properties of the Partnership and
          liability insurance for the Indemnitees hereunder.

     (e)  Working Capital and Other Reserves. At all times from and after the
          date hereof, the General Partner may cause the Partnership to
          establish and maintain working capital reserves in such amounts as the
          General Partner, in its sole and absolute discretion, deems
          appropriate and reasonable from time to time. Subject to the proviso
          in the last part of Section 3.1, the General Partner also may cause
          the Partnership to establish reserves out of cash flow not
          constituting Capital Transaction

                                       45
<PAGE>

          Proceeds as well as out of Capital Transaction Proceeds for the
          purpose of purchasing, improving or expanding Partnership property.

     (f)  No Obligation to Consider Tax Consequences to Limited Partners. Except
          as provided in Section 7.1(c) and Section 13.2(c) with respect to
          Briarcliff Village, except as provided in Section 7.1(g) with respect
          to the sale of the Management Business, and except for the obligation
          of the General Partner set forth in Section 7.1(a)(iii) to use
          reasonable efforts to effect all dispositions of the Partnership's
          assets that were contributed by the Limited Partners in accordance
          with Section 1031 of the Code, (i) in exercising its authority under
          this Agreement, the General Partner may, but shall be under no
          obligation to, take into account the tax consequences to any Partner
          of any action taken by it, and (ii) the General Partner and the
          Partnership shall not have liability to a Limited Partner under any
          circumstances as a result of an income tax liability incurred by such
          Limited Partner as a result of an action (or inaction) by the General
          Partner pursuant to its authority under this Agreement.

     (g)  Approval of Sale of Management Business. Notwithstanding anything
          contained herein to the contrary, the Third Party Management Business
          (as defined in the Contribution Agreement) contributed by Branch
          Properties, L.P. to the Partnership as part of its initial Capital
          Contribution (the "Management Business") shall not be sold by the
          Partnership on or before the tenth (10th) anniversary of the First
          Closing (other than in a transaction in which the Partnership
          recognizes no taxable gain or loss for federal income tax purposes);
          provided, however, that the Partnership shall be permitted to
          undertake the following transactions: (i) contribution of the
          Management Business to a corporation (the "New Management Company") in
          which the Partnership owns five percent (5%) of the issued and
          outstanding voting common stock and 100% of the issued and outstanding
          non-voting preferred stock and in which The Regency Group, Inc., a
          Florida corporation, owns ninety-five percent (95%) of the issued and
          outstanding voting common stock and in which no other shares of stock
          are issued and outstanding following the contribution; (ii) a
          distribution by the Partnership of part or all of the stock of the New
          Management Company to the General Partner on or after the fifth (5th)
          anniversary of the First Closing; or (iii) a sale of part or all of
          the stock of the New Management Company if no Original Limited
          Partners hold Units which they received on the date of this Agreement
          or any Additional Units received by them subsequent to the date of
          this Agreement, or with the unanimous written consent of the Original
          Limited Partners then holding such Units).

     Section 7.2 Certificate of Limited Partnership. To the extent that such
action is determined by the General Partner to be reasonable and necessary or
appropriate, the General Partner shall file amendments to and restatements of
the Certificate and do all the things to maintain the Partnership as a limited
partnership (or a partnership in which the limited partners have limited
liability) under the laws of the State of Delaware and each other jurisdiction
in which the Partnership may elect to do business or own property. Subject to
the terms of Section 8.5(a)(iv) hereof, the General Partner shall not be
required, before or after filing, to deliver or mail a copy of the Certificate
or any amendment thereto to any Limited Partner.

                                       46
<PAGE>

The General Partner shall use all reasonable efforts to cause to be filed such
other certificates or documents as may be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a
limited partnership (or a partnership in which the Limited Partners have limited
liability) in the State of Delaware and any other jurisdiction in which the
Partnership may elect to do business or own property.

     Section 7.3 Restriction on General Partner's Authority. Without the consent
of all the Limited Partners, the General Partner may not:

     (a)  Take any action that would make it impossible to carry on the ordinary
          business of the Partnership, except as otherwise provided in this
          Agreement;

     (b)  Possess Partnership property for other than a Partnership purpose;

     (c)  Admit a Person as a Partner, except as otherwise provided in this
          Agreement; or

     (d)  Perform any act that would subject a Limited Partner to liability as a
          general partner.

     Section 7.4 Responsibility for Expenses.

     (a)  No Compensation. Except as provided in this Section 7.4 and elsewhere
          in this Agreement (including the provisions of Article 5 and Article 6
          regarding distributions, payments, and allocations to which it may be
          entitled), the General Partner shall not be compensated for its
          services as general partner of the Partnership.

     (b)  Responsibility for Ownership and Operation Expenses. The Partnership
          shall be responsible for and shall pay all expenses relating to the
          Partnership's ownership of its assets, and the operation of, or for
          the benefit of, the Partnership, and the General Partner shall be
          reimbursed on a monthly basis, or such other basis as the General
          Partner may determine in its sole and absolute discretion, for all
          expenses it incurs relating to the Partnership's ownership of its
          assets and the operation of, or for the benefit of, the Partnership.
          Such reimbursements shall be in addition to any reimbursement to the
          General Partner pursuant to Section 10.3(c) and as a result of
          indemnification pursuant to Section 7.7. The General Partner shall
          determine in good faith the amount of expenses incurred by it relating
          to the operation of, or that inure to the benefit of, the Partnership.
          In the event that certain expenses are incurred for the benefit of the
          Partnership and other Persons (including the General Partner), such
          expenses will be allocated to the Partnership and such other Persons
          in such a manner as the General Partner deems fair and reasonable.

     (c)  Responsibility for Organizational Expenses. The Partnership shall be
          responsible for and shall pay all expenses incurred relating to the
          organization of the Partnership.

                                       47
<PAGE>

     (d)  Partnership Interest Issuance Expenses. The General Partner shall be
          reimbursed for all expenses it incurs relating to any issuance of
          additional Partnership Interests pursuant to Section 4.2 or Section
          4.5 hereof, all of which shall be expenses of the Partnership.

     (e)  Other Expenses. The Partnership agrees to pay, as costs and expenses
          of the Partnership, any reasonable costs and expenses reasonably
          incurred by the General Partner which do not specifically relate to
          the Partnership's operations but are necessary or desirable in
          connection with the General Partner's business or for the benefit of
          the General Partner's shareholders, including expenses of employees of
          the General Partner that are not specifically allocable to services
          provided to the Partnership, directors' fees paid by the General
          Partner, the costs of complying with applicable statutes and
          regulations (including preparing and filing periodic reports with the
          Securities and Exchange Commission) and costs and expenses incurred in
          issuing or redeeming shares of the General Partner where the proceeds
          of such shares have been contributed to the Partnership. The Limited
          Partners expressly acknowledge that the Limited Partners will benefit
          by reason of the distribution provisions of Section 5.1, and that the
          Limited Partners therefore will benefit indirectly from the
          Partnership paying such expenses.

     Section 7.5 Outside Activities of the General Partner. The General Partner
shall not directly, or indirectly through any Affiliate, enter into, engage in
or conduct any activity or performing for a fee any service including (without
limiting the generality of the foregoing) engaging in any business dealing with
real property of any type or location, except through or for the account of the
Partnership; provided, however, that to the extent required by the then current
federal income tax law or determined by the General Partner to be in the best
interest of its shareholders under the then current federal income tax law, the
General Partner or any of its Affiliates may hold stock or other interests in
Regency Realty Group, Inc. or its successors.

     Section 7.6 Contracts with Affiliates.

     (a)  General. The General Partner or any of its Affiliates may enter into
          transactions or agreements with the Partnership, including
          transactions and agreements (i) to sell, transfer or convey any
          property to, or purchase any property from, the Partnership, directly
          or indirectly, or (ii) for the provision of services to the
          Partnership, provided that such transactions or agreements, including
          transactions and agreements with Security Capital Investment Research,
          Inc. or any of its Affiliates, are on terms that are fair and
          reasonable and no less favorable to the Partnership than would be
          obtained from an unaffiliated third party in connection therewith. In
          entering into such transactions with Affiliates the General Partner
          shall not allocate expenses and similar items disproportionately
          between the General Partner and the Partnership.

     (b)  Employee Benefit Plans. The General Partner may propose and adopt on
          behalf of the Partnership employee benefit plans funded by the
          Partnership for the benefit of employees of the General Partner, the
          Partnership, Subsidiaries of the

                                       48
<PAGE>

          Partnership or any Affiliate of any of them in respect of services
          performed, directly or indirectly, for the benefit of the Partnership,
          the General Partner, or any of the Partnership's Subsidiaries.

     (c)  Conflict Avoidance Agreements. The General Partner is expressly
          authorized to enter into, in the name and on behalf of the
          Partnership, a right of first opportunity arrangement and other
          conflict avoidance agreements with various Affiliates of the
          Partnership and the General Partner, on such terms as the General
          Partner believes are advisable, subject to the provisions of Section
          7.6(a) hereof.

     Section 7.7 Indemnification.

     (a)  General. The Partnership shall indemnify an Indemnitee from and
          against any and all losses, claims, damages, liabilities, joint or
          several, expenses (including legal fees and expenses), judgments,
          fines, settlements, and other amounts arising from any and all claims,
          demands, actions, suits or proceedings, civil, criminal,
          administrative or investigative, that relate to the operations of the
          Partnership as set forth in this Agreement in which any Indemnitee may
          be involved, or is threatened to be involved, as a party or otherwise,
          unless it is established that: (i) the act or omission of the
          Indemnitee was material to the matter giving rise to the proceeding
          and constituted willful misconduct or fraud; (ii) the Indemnitee
          actually received an improper personal benefit in money, property or
          services; or (iii) in the case of any criminal proceeding, the
          Indemnitee had reasonable cause to believe that the act or omission
          was unlawful. The termination of any proceeding by judgment, order or
          settlement does not create a presumption that the Indemnitee did not
          meet the requisite standard of conduct set forth in this Section
          7.7(a). The termination of any proceeding by conviction or upon a plea
          of nolo contendere or its equivalent, or an entry of an order of
          probation prior to judgment, creates a rebuttable presumption that the
          Indemnitee acted in a manner contrary to that specified in this
          Section 7.7(a). Any indemnification pursuant to this Section 7.7 shall
          be made only out of the assets of the Partnership.

     (b)  Advancement of Expenses. Reasonable expenses incurred by an Indemnitee
          who is, or is threatened to be made, a party to a proceeding may be
          paid or reimbursed by the Partnership in advance of the final
          disposition of the proceeding upon receipt by the Partnership of (i) a
          written affirmation by the Indemnitee of the Indemnitee's good faith
          belief that the standard of conduct necessary for indemnification by
          the Partnership as authorized in this Section 7.7 has been met and
          (ii) a written undertaking by or on behalf of the Indemnitee to repay
          the amount if it shall ultimately be determined that the standard of
          conduct has not been met.

     (c)  No Limitation of Rights. The indemnification provided by this Section
          7.7 shall be in addition to any other rights to which an Indemnitee or
          any other Person may be entitled under any agreement, pursuant to any
          vote of the Partners, as a matter

                                       49
<PAGE>

          of law or otherwise, and shall continue as to an Indemnitee who has
          ceased to serve in such capacity.

     (d)  Insurance. The Partnership may purchase and maintain insurance, on
          behalf of the Indemnitees and such other Persons as the General
          Partner shall determine, against any liability that may be asserted
          against or expenses that may be incurred by such Person in connection
          with the Partnership's activities, regardless of whether the
          Partnership would have the power to indemnify such Person against such
          liability under the provisions of this Agreement.

     (e)  No Personal Liability for Partners. In no event may an Indemnitee
          subject any Partner to personal liability by reason of the
          indemnification provisions set forth in this Agreement.

     (f)  Interested Transactions. An Indemnitee shall not be denied
          indemnification in whole or in part under this Section 7.7 because the
          Indemnitee had an interest in the transaction with respect to which
          the indemnification applies if the transaction was otherwise permitted
          by the terms of this Agreement.

     (g)  Benefit. The provisions of this Section 7.7 are for the benefit of the
          Indemnitees, their heirs, successors, assigns and administrators and
          shall not be deemed to create any rights for the benefit of any other
          Persons.

     Section 7.8 Liability of the General Partner.

     (a)  General. Notwithstanding anything to the contrary set forth in this
          Agreement, the General Partner shall not be liable for monetary
          damages to the Partnership, any Partners or any Assignees for losses
          sustained or liabilities incurred as a result of errors in judgment or
          of any act or omission if the General Partner acted in good faith.

     (b)  No Obligation to Consider Interests of Limited Partners. The Limited
          Partners expressly acknowledge that the General Partner is acting on
          behalf of the Partnership, the General Partner and Regency's
          shareholders collectively, that except as provided in Section 7.1(e)
          with respect to the establishment and maintenance of working capital
          reserves, except as provided in Section 7.1(f) with respect to tax
          consequences, except as expressly provided otherwise in Section
          7.1(a)(iv), Section 7.1(a)(ix) and Section 7.1(a)(xi) with respect to
          the powers of the General Partner, the General Partner is under no
          obligation to consider the separate interests of the Limited Partners
          (including, without limitation, the tax consequences to Limited
          Partners or Assignees except as expressly provided otherwise in
          Section 7.1(f)) in deciding whether to cause the Partnership to take
          (or decline to take) any actions which the General Partner has
          undertaken in good faith on behalf of the Partnership, and that the
          General Partner shall not be liable for monetary damages for losses
          sustained, liabilities incurred, or benefits not derived by Limited
          Partners in connection with such decisions, provided that the General
          Partner has acted in good faith and in accordance with the

                                       50
<PAGE>

          provisions of this Agreement. For purposes hereof, a Person acting in
          a manner which furthers compliance by Regency with the REIT
          requirements of the Code, shall be deemed to satisfy the standards of
          conduct hereunder. The Limited Partners further expressly acknowledge
          that Regency is obligated to cause the Partnership to take (or decline
          to take) certain actions in order to assist Security Capital and its
          Affiliates in avoiding classification as a passive foreign investment
          company within the meaning of Section 1296 of the Code. Such
          obligation is set forth on Schedule 7.8(b).

     (c)  Acts of Agents. Subject to its obligations and duties as General
          Partner set forth in Section 7.1(a) hereof, the General Partner may
          exercise any of the powers granted to it by this Agreement and perform
          any of the duties imposed upon it hereunder either directly or by or
          through its agents. The General Partner shall not be responsible for
          any misconduct or negligence on the part of any such agent appointed
          by it in good faith.

     (d)  Effect of Amendment. Any amendment, modification or repeal of this
          Section 7.8 or any provision hereof shall be prospective only and
          shall not in any way affect the limitations on the General Partner's
          liability to the Partnership and the Limited Partners under this
          Section 7.8 as in effect immediately prior to such amendment,
          modification or repeal with respect to claims arising from or relating
          to matters occurring, in whole or in part, prior to such amendment,
          modification or repeal, regardless of when such claims may arise or be
          asserted.

     Section 7.9 Other Matters Concerning the General Partner.

     (a)  Reliance on Documents. The General Partner may rely and shall be
          protected in acting or refraining from acting upon any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, bond, debenture, or other paper or document believed
          by it to be genuine and to have been signed or presented by the proper
          party or parties.

     (b)  Reliance on Consultants and Advisers. The General Partner may consult
          with legal counsel, accountants, appraisers, management consultants,
          investment bankers and other consultants and advisers selected by it,
          and any act taken or omitted to be taken in reliance upon and in
          accordance with the opinion of such Persons as to matters which such
          General Partner reasonably believes to be within such Person's
          professional or expert competence shall be conclusively presumed to
          have been done or omitted in good faith and in accordance with such
          opinion.

     (c)  Action Through Officers and Attorneys. The General Partner shall have
          the right, in respect of any of its powers or obligations hereunder,
          to act through any of its duly authorized officers and a duly
          appointed attorney or attorneys-in-fact. Each such attorney shall, to
          the extent provided by the General Partner in the power of attorney,
          have full power and authority to do and perform all and every act and
          duty which is permitted or required to be done by the General Partner
          hereunder.

                                       51
<PAGE>

     (d)  Actions to Maintain REIT Status or Avoid Taxation of the General
          Partner. Notwithstanding any other provisions of this Agreement or the
          Act, any action of the General Partner on behalf of the Partnership or
          any decision of the General Partner to refrain from acting on behalf
          of the Partnership, undertaken in the good faith belief that such
          action or omission is necessary or advisable in order (i) to protect
          the ability of Regency to continue to qualify as a REIT or (ii) to
          avoid Regency incurring any taxes under Section 857 or Section 4981 of
          the Code, is expressly authorized under this Agreement and is deemed
          approved by all of the Limited Partners.

     Section 7.10 Title to Partnership Assets. Title to Partnership assets,
whether real, personal or mixed and whether tangible or intangible, shall be
deemed to be owned by the Partnership as an entity, and no Partner, individually
or collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as
the General Partner may determine, including Affiliates of the General Partner.
The General Partner hereby declares and warrants that any Partnership assets for
which legal title is held in the name of the General Partner or any nominee or
Affiliate of the General Partner shall be held by the General Partner for the
use and benefit of the Partnership in accordance with the provisions of this
Agreement and any separate nominee agreement; provided, however, that the
General Partner shall use its reasonable best efforts to cause beneficial and
record title to such assets to be vested in the Partnership as soon as
reasonably practicable in light of all the facts and circumstances, including,
but not limited to, third party consents and transfer taxes. All Partnership
assets shall be recorded as the property of the Partnership in its books and
records, irrespective of the name in which legal title to such Partnership
assets is held.

     Section 7.11 Reliance by Third Parties. Notwithstanding anything to the
contrary in this Agreement, any Person dealing with the Partnership shall be
entitled to assume that the General Partner has full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any contracts on behalf of the Partnership, and
such Person shall be entitled to deal with the General Partner as if it were the
Partnership's sole party in interest, both legally and beneficially. Each
Limited Partner hereby waives any and all defenses or other remedies which may
be available against such Person to contest, negate or disaffirm any action of
the General Partner in connection with any such dealing. In no event shall any
Person dealing with the General Partner or its representatives be obligated to
ascertain that the terms of this Agreement have been complied with or to inquire
into the necessity or expedience of any act or action of the General Partner or
its representatives. Each and every certificate, document or other instrument
executed on behalf of the Partnership by the General Partner or its
representatives shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (i) at the time of the execution and
delivery of such certificate, document or instrument, this Agreement was in full
force and effect, (ii) the Person executing and delivering such certificate,
document or instrument was duly authorized and empowered to do so for and on
behalf of the Partnership and (iii) such certificate, document or instrument was
duly executed and delivered in

                                       52
<PAGE>

accordance with the terms and provisions of this Agreement and is binding upon
the Partnership.

     Section 7.12 Redemption of Units Held by General Partner. Whenever the
General Partner redeems any of its shares, the Partnership (i) shall redeem a
matching number of Units (after giving effect to the Unit Adjustment Factor) of
the same type at the same redemption price as that paid by the General Partner
so as to preserve the one-to-one equivalency (after giving effect to the Unit
Adjustment Factor) between outstanding shares of the General Partner and Units
held by the General Partner, and (ii) the Partnership shall reimburse the
General Partner for all costs incurred in connection with the share redemption,
which shall be expenses of the Partnership.

                                   Article 8
                   Rights And Obligations Of Limited Partners

     Section 8.1 Limitation of Liability. The Limited Partners shall have no
liability under this Agreement except as expressly provided in Section 5.3
hereof, or under the Act.

     Section 8.2 Management of Business. No Limited Partner or Assignee (other
than the General Partner, any of its Affiliates or any officer, director,
employee, partner, agent or trustee of the General Partner, the Partnership or
any of their Affiliates, in their capacity as such) shall take part in the
operation, management or control (within the meaning of the Act) of the
Partnership's business, transact any business in the Partnership's name or have
the power to sign documents for or otherwise bind the Partnership. The
transaction of any such business by the General Partner, any of its Affiliates
or any officer, director, employee, partner, agent or trustee of the General
Partner, the Partnership or any of their Affiliates, in their capacity as such,
shall not affect, impair or eliminate the limitations on the liability of the
Limited Partners or Assignees under this Agreement.

     Section 8.3 Outside Activities of Limited Partners. Subject to any
agreements entered into by a Limited Partner or its Affiliates with the General
Partner, the Partnership or a Subsidiary or an Affiliate of any of them, the
following rights shall govern outside activities of Limited Partners: (i) any
Limited Partner and any officer, director, employee, agent, trustee, Affiliate,
partner, beneficiary or shareholder of any such Limited Partner shall be
entitled to and may have business interests and engage in business activities in
addition to those relating to the Partnership, including business interests and
activities in direct competition with the Partnership, the General Partner or
their Affiliates; (ii) neither the Partnership nor any Partners shall have any
rights by virtue of this Agreement in any business ventures of any Partner or
Assignee; (iii) none of the Partners nor any other Person shall have any rights
by virtue of this Agreement or the partnership relationship established hereby
in any business ventures of any other Person, and such Person shall have no
obligation pursuant to this Agreement to offer any interest in any such business
ventures to the Partnership, any Partner or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any
Partner or such other Person, could be taken by such Person; (iv) the fact that
a Partner may encounter opportunities to purchase, otherwise acquire, lease,
sell or otherwise

                                       53
<PAGE>

dispose of real or personal property and may take advantage of
such opportunities himself or introduce such opportunities to entities in which
it has or has not any interest, shall not subject such Partner to liability to
the Partnership or any of the other Partners on account of the lost opportunity;
and (v) except as otherwise specifically provided herein, nothing contained in
this Agreement shall be deemed to prohibit a Partner or any Affiliate of a
Partner from dealing, or otherwise engaging in business, with Persons
transacting business with the Partnership or from providing services relating to
the purchase, sale, rental, management or operation of real or personal property
(including real estate brokerage services) and receiving compensation therefor,
from any Persons who have transacted business with the Partnership or other
third parties.

     Section 8.4 Priority Among Partners. Except to the extent provided by
Section 4.2, Section 4.5, Section 5.1(b), Section 6.2 or Section 6.3 hereof, or
except as otherwise expressly provided in this Agreement, no Partner (Limited or
General) or Assignee shall have priority over any other Partner (Limited or
General) or Assignee either as to the return of Capital Contributions or as to
profits, losses or distributions.

     Section 8.5 Rights of Limited Partners Relating to the Partnership.

     (a)  Copies of Business Records. In addition to other rights provided by
          this Agreement or by the Act, and except as limited by Section 8.5(c)
          hereof, each Limited Partner shall be provided the following without
          demand, except as otherwise provided below, at the Partnership's
          expense:

          (i)  promptly after becoming available, a copy of the most recent
               annual, quarterly and current reports and proxy statements filed
               with the Securities and Exchange Commission by Regency pursuant
               to the Securities Exchange Act of 1934, if any;

          (ii) promptly after becoming available, a copy of the Partnership's
               federal, state and local income tax returns for each Partnership
               Year;

          (iii) upon written demand and for a purpose reasonably related to such
               Limited Partner's interest as a Limited Partner in the
               Partnership, a current list of the name and last known business,
               residence or mailing address of each Partner;

          (iv) a copy of this Agreement and (upon written demand) the
               Certificate and all amendments hereto or (upon written demand) to
               the Certificate, together with executed copies of all powers of
               attorney pursuant to which this Agreement, the Certificate and
               all amendments hereto and thereto have been executed; and

          (v)  upon written demand, true and full information regarding the
               amount of cash and a description and statement of any other
               property or services

                                       54
<PAGE>

               contributed by each Partner and which each Partner has agreed to
               contribute in the future, and the date on which each became a
               Partner.

     (b)  Notification of Changes in Unit Adjustment Factor. The General Partner
          shall notify each Limited Partner (other than any Partner who does not
          have a Redemption Right) in writing of any change made to the Unit
          Adjustment Factor within 10 Business Days of the date such change
          becomes effective.

     (c)  Confidential Information. Notwithstanding any other provision of this
          Section 8.5, the General Partner may keep confidential from the
          Limited Partners, for such period of time as the General Partner
          determines in its discretion to be reasonable, any information (i)
          relating to the General Partner or any of its Affiliates or the
          conduct of their business that the General Partner believes, in its
          good faith judgment, the disclosure of which information would
          adversely affect a material financing, acquisition, disposition of
          assets or securities or other comparable transaction to which the
          General Partner or any of its Affiliates is a party, (ii) that the
          General Partner believes to be in the nature of trade secrets of
          Regency or its Affiliates or (iii) that the Partnership, Regency or
          any of their Affiliates is required by law or by agreements with
          unaffiliated third parties to keep confidential. Nothing contained in
          this Section 8.5(c) shall permit the General Partner to keep
          confidential from the Limited Partners any information relating to the
          Partnership or its business.

     Section 8.6 Redemption of Units. The Redemption Rights of the Original
Limited Partners are set forth in this Section 8.6. Any Redemption Rights
granted to Additional Limited Partners shall be set forth in amendments to this
Agreement or in separate redemption agreements.

     (a)  Exercise. Subject to the provisions of this Section 8.6, the Original
          Limited Partners shall have the right (the "Redemption Right") to
          require the Partnership to redeem any Unit held by such Original
          Limited Partner in exchange for the Redemption Amount to be paid by
          the Partnership. A Redemption Right shall be exercised pursuant to a
          Notice of Redemption delivered to the General Partner by the Original
          Limited Partner who is exercising the Redemption Right (the "Redeeming
          Partner"), which shall be irrevocable except as set forth in this
          Section 8.6(a). The redemption shall occur on the Specified Redemption
          Date; provided, however, a Specified Redemption Date shall not occur
          until such later date as may be specified pursuant to any agreement
          with an Original Limited Partner. An Original Limited Partner may
          exercise a Redemption Right any time and any number of times. A
          Redeeming Partner may not exercise the Redemption Right for less than
          1,000 Units or, if such Redeeming Partner holds less than 1,000 Units,
          all of the Units held by such Redeeming Partner. If (i) an Original
          Limited Partner acquires any Units after the First Closing from
          another Original Limited Partner or holds or acquires any Shares
          otherwise than pursuant to the exercise of a Redemption Right
          hereunder and (ii) the issuance of a Share Amount pursuant to the
          exercise of a Redemption Right would violate the provisions of Section
          5.2 of the Articles of Incorporation as a result of the

                                       55
<PAGE>

          ownership of such Shares so acquired by such Original Limited Partner
          (the number of Shares in excess of the number of Shares permitted
          pursuant to said Section 5.2 is herein referred to as the "Excess
          Shares") and (iii) such Original Limited Partner does not revoke or
          amend the exercise of such Redemption Right to comply with the
          provisions of said Section 5.2 of the Articles of Incorporation within
          five days after receipt of written notice from the General Partner
          that the redemption would be in violation thereof, then the
          Partnership shall pay to such Redeeming Partner, in lieu of the Share
          Amount or the Cash Amount attributable to the Excess Shares, the
          amount which would be payable to such Redeeming Partner pursuant to
          Section 5.3 of the Articles of Incorporation if such Excess Shares
          were issued in violation of Section 5.2 of the Articles of
          Incorporation and Regency exercised the remedies pursuant to said
          Section 5.3 of the Articles of Incorporation. The relevant provisions
          of the Articles of Incorporation as presently in effect are attached
          hereto as Section 8.6(a). This Section 8.6(a) shall in no way or
          manner be construed as limiting the application of the Articles of
          Incorporation or constitute any form of waiver or exemption
          thereunder.

     (b)  Payment. The General Partner shall have the right to elect to fund the
          Redemption Amount through the issuance of (i) the Share Amount or (ii)
          the Cash Amount The Redeeming Partner shall have no right, with
          respect to any Unit so redeemed, to receive any distributions paid by
          the Partnership after the Specified Redemption Date.

     (c)  Exceptions for Payment. Notwithstanding anything contained in this
          Section 8.6 to the contrary, the following provisions shall apply with
          respect to the payment of a Redemption Amount:

          (i)  If the funding of the Share Amount with respect to the exercise
               of a Redemption Right would cause the issuance of the Shares in
               connection therewith to violate Article 5.14 of the Articles of
               Incorporation of Regency, then the Redeeming Partner shall not
               have the right to receive the Share Amount with respect to the
               issuance of any Shares resulting in such a violation, and the
               balance of any Redemption Amount relating to the exercise of such
               Redemption Right shall be paid by a Cash Amount. A Non-U.S.
               Person who (i) has signed a Waiver and Consent Agreement in the
               form of Exhibit C attached hereto for the benefit of Regency and
               Security Capital (the "Security Capital Waiver and Consent") and
               (ii) is exercising a Redemption Right (and will receive a Share
               Amount) in compliance with the Security Capital Waiver and
               Consent, will not be in violation of the provisions of Article
               5.14 of the Articles of Incorporation if (x) the aggregate number
               of Shares to be issued on such Specified Redemption Date to all
               Redeeming Partners who are Non-U.S. Persons is equal to or less
               than (y) the aggregate number of Shares to be issued on such
               Specified Redemption Date to all Redeeming Partners who are other
               than Non-U.S. Persons (the maximum number of Shares which may be
               issued to Redeeming Partners on a Specified Redemption Date who
               are Non-U.S. Persons in order to satisfy the foregoing
               requirement is herein referred to as the "Matching Share

                                       56
<PAGE>

               Amount"). If more than one Redeeming Partner who is a Non-U.S.
               Person exercises a Redemption Right for the same Specified
               Redemption Date and if the aggregate Share Amount payable to all
               such Redeeming Partners would cause the issuance of Shares to
               such Non-U.S. Persons to exceed the Matching Share Amount on such
               Specified Redemption Date, then the Matching Share Amount shall
               be allocated among such Redeeming Partners who are Non-U.S.
               Persons pro rata in proportion to the respective Share Amounts
               otherwise payable to such Redeeming Partners, and any balance of
               a Redemption Amount payable to any such Redeeming Partner on such
               Specified Redemption Date shall be paid by a Cash Amount.

          (ii) If the issuance of Shares for a Share Amount to a Redeeming
               Partner would be in violation of the Securities Act and
               applicable state securities laws then such Redeeming Partner
               shall not have the right to receive the Share Amount, and the
               Redemption Amount shall be paid by the Cash Amount; provided,
               however, the issuance of Shares for a Share Amount shall not
               violate the registration requirements of the Securities Act as in
               effect on the date hereof if such Shares are issued to an
               "accredited investor" as defined in the Securities Act.

     (d)  [Intentionally omitted.]

     (e)  Conditions. As a condition to exercising a Redemption Right, each
          Redeeming Partner shall execute a Notice of Redemption in the form
          attached as Exhibit B and, if a Non-U.S. Person, the Security Capital
          Waiver and Consent in the form attached as Exhibit C; and execute such
          other documents and take such other actions as the General Partner may
          reasonably require, including a Foreign Investment and Real Property
          Tax Act ("FIRPTA") or similar state and/or local affidavit (or make
          appropriate arrangements for deposit with the General Partner for
          payment to the Internal Revenue Service or any state or local
          governmental authority of the amount required for the General Partner
          to comply with the withholding provisions of such federal, state and
          local laws, and if applicable, providing a withholding certificate
          evidencing the Redeeming Partner's right to a reduced rate of FIRPTA
          withholding). As a further condition to exercising a Redemption Right,
          the Units to be redeemed shall be delivered to the Partnership or
          Regency, as the case may be, free and clear of all liens, security
          interests, deeds of trust, pledges and other encumbrances of any
          nature whatsoever (collectively the "Liens"), subject to the
          provisions of Section 5.3 hereof. In the event any Lien exists on the
          Specified Redemption Date with respect to the Units to be redeemed,
          neither the Partnership nor Regency (if Regency assumes the Redemption
          Right pursuant to Section 8.7) shall have any obligation to redeem
          such Units, unless, in connection therewith, the General Partner has
          elected to pay a portion of the Redemption Amount in cash and such
          cash is sufficient to discharge such Lien, subject to the provisions
          of Section 5.3 hereof. Each Redeeming Partner hereby expressly
          authorizes the General Partner to apply such portion of such cash as
          may be necessary to discharge such Lien in full.

                                       57
<PAGE>

     (f)  [Intentionally Omitted.]

     (g)  Regency Agreement. Regency agrees (i) to perform Regency's obligations
          described in this Section 8.6, (ii) to cause the General Partner to
          perform the General Partner's obligations described in this Section
          8.6 and (iii) to cause the General Partner to cause the Partnership to
          perform the Partnership's obligations described in this Section 8.6.

     (h)  Additional Rights. In case Regency shall issue rights, options or
          warrants to all holders of its Shares entitling them to subscribe for
          or purchase Shares or other securities convertible into Shares at a
          price per share less than the current per share market price as of the
          day before the "ex date" with respect to the issuance or distribution
          requiring such computation, each Original Limited Partner holding
          Redemption Rights shall be entitled to receive such number of such
          rights, options or warrants, as the case may be, as he would have been
          entitled to receive had he exercised all of his then existing
          Redemption Rights immediately prior to the record date for such
          issuance by Regency. The term "ex date" shall mean the first date on
          which Shares trade regularly without the right to receive such
          issuance or distribution. In case the Shares shall be changed into the
          same or a different number of shares of any class or classes of stock,
          whether by capital reorganization, reclassification, or otherwise
          (other than subdivision or combination of Shares or a stock dividend
          described in this definition), then and in each such event the
          Original Limited Partners holding Redemption Rights shall have the
          right thereafter to exercise their Redemption Rights for the kind and
          amount of shares and other securities and property that would have
          been received upon such reorganization, reclassification or other
          change by holders of the number of Shares with respect to which such
          Redemption Rights could have been exercised immediately prior to such
          reorganization, reclassification or change.

     (i)  Distributions. A Redeeming Partner exercising a Redemption Right with
          a Specified Redemption Date after a Partnership Record Date and prior
          to the payment of the distribution of Available Cash relating to such
          Partnership Record Date shall retain the right to receive such
          distribution with respect to such Units redeemed on such Specified
          Redemption Date.

     Section 8.7 Regency's Assumption of Right. Notwithstanding the provisions
of Section 8.6, Regency may, in its sole and absolute discretion, assume
directly and satisfy a Redemption Right by paying to the Redeeming Partner the
Share Amount on the Specified Redemption Date, whereupon Regency shall acquire
the Units offered for redemption by the Redeeming Partner and shall be treated
for all purposes of this Agreement as the owner of such Units, which shall
become General Partner Units. In the event Regency shall exercise its right to
satisfy the Redemption Right in the manner described in the preceding sentence,
the Partnership shall have no obligation to pay any amount to the Redeeming
Partner with respect to such Redeeming Partner's exercise of the Redemption
Right, and each of the Redeeming Partner, the Partnership, the General Partner
and Regency shall treat the transaction between Regency and the Redeeming
Partner as a sale of the Redeeming Partner's Units to Regency for

                                       58
<PAGE>

federal income tax purposes. Regency agrees that if the General Partner elects
to pay the Redemption Amount through the payment of the Share Amount, Regency
shall guarantee the General Partner's payment thereof.

                                   Article 9
                     Books, Records, Accounting And Reports

     Section 9.1 Records and Accounting. The General Partner shall keep or cause
to be kept at the principal office of the Partnership appropriate books and
records with respect to the Partnership's business, including, without
limitation, all books and records necessary to provide to the Limited Partners
any information, lists and copies of documents required to be provided pursuant
to Section 8.5 or Section 9.3 hereof. Any records maintained by or on behalf of
the Partnership in the regular course of its business may be kept on, or be in
the form of, magnetic tape, photographs, micrographics or any other information
storage device; provided, that the records so maintained are convertible into
clearly legible written form within a reasonable period of time. The books of
the Partnership shall be maintained for financial purposes on an accrual basis
in accordance with generally accepted accounting principles and for tax
reporting purposes on the accrual basis.

     Section 9.2 Fiscal Year. The fiscal year of the Partnership shall be the
calendar year.

     Section 9.3 Reports.

     (a)  Annual Reports. As soon as practicable, but in no event later than the
          date when mailed to Regency's shareholders, the General Partner shall
          cause to be mailed to each Limited Partner as of the close of the
          Partnership Year, an annual report containing financial statements of
          the Partnership, or of Regency if such statements are prepared solely
          on a consolidated basis with Regency for such Partnership Year,
          presented in accordance with generally accepted accounting principles,
          such statements to be audited by a nationally recognized firm of
          independent public accountants selected by the General Partner.

     (b)  Quarterly Reports. As soon as practicable, but in no event later than
          the date when mailed to Regency's shareholders, the General Partner
          shall cause to be mailed to each Limited Partner as of the last day of
          the calendar quarter (except the last calendar quarter of each year)
          who has asked to be placed on the mailing list for the same, a report
          containing unaudited financial statements of the Partnership, or of
          Regency if such statements are prepared solely on a consolidated basis
          with Regency, and such other information as may be required by
          applicable law or regulation, or as the General Partner determines to
          be appropriate.

     (c)  Other. During the pendency of the Redemption Rights, Limited Partners
          holding Redemption Rights shall receive in a timely manner all other
          communications transmitted from time to time by Regency to its
          shareholders.

                                       59
<PAGE>

                                   Article 10
                                   Tax Matters

     Section 10.1 Preparation of Tax Returns. The General Partner shall arrange
for the preparation and timely filing of all returns of Partnership income,
gains, deductions, losses and other items required of the Partnership for
federal and state income tax purposes and shall use all reasonable efforts to
furnish, within 90 days of the close of each taxable year, the tax information
reasonably required by Limited Partners for federal and state income tax
reporting purposes.

     Section 10.2 Tax Elections. Except as otherwise provided herein, the
General Partner shall, in its sole and absolute discretion, determine whether to
make any available election pursuant to the Code; provided, however, that the
General Partner shall make the election under Section 754 of the Code in
accordance with applicable Regulations thereunder. The General Partner shall
have the right to seek to revoke any such election (including, without
limitation, the election under Section 754 of the Code) upon the General
Partner's determination in its sole and absolute discretion that such revocation
is in the best interests of the Partners.

     Section 10.3 Tax Matters Partner.

     (a)  General. The General Partner shall be the "tax matters partner" of the
          Partnership for federal income tax purposes. Pursuant to Section
          6223(c) of the Code, upon receipt of notice from the IRS of the
          beginning of an administrative proceeding with respect to the
          Partnership, the tax matters partner shall furnish the IRS with the
          name, address and profit interest of each of the Limited Partners;
          provided, however, that such information is provided to the
          Partnership by the Limited Partners.

     (b)  Powers. The tax matters partner is authorized, but not required:

          (i)  to enter into any settlement with the IRS with respect to any
               administrative or judicial proceedings for the adjustment of
               Partnership items required to be taken into account by a Partner
               for income tax purposes (such administrative proceedings being
               referred to as a "tax audit" and such judicial proceedings being
               referred to as "judicial review"), and in the settlement
               agreement the tax matters partner may expressly state that such
               agreement shall bind all Partners, except that such settlement
               agreement shall not bind any Partner (1) who (within the time
               prescribed pursuant to the Code and Regulations) files a
               statement with the IRS providing that the tax matters partner
               shall not have the authority to enter into a settlement agreement
               on behalf of such Partner or (2) who is a "notice partner" (as
               defined in Section 6231 of the Code) or a member of a "notice
               group" (as defined in Section 6223(b)(2) of the Code), and, to
               the extent provided by law, the General Partner shall cause each
               Limited Partner to be designated a notice partner;

                                       60
<PAGE>

          (ii) in the event that a notice of a final administrative adjustment
               at the Partnership level of any item required to be taken into
               account by a Partner for tax purposes (a "final adjustment") is
               mailed or otherwise given to the tax matters partner, to seek
               judicial review of such final adjustment, including the filing of
               a petition for readjustment with the Tax Court or the United
               States Claims Court, or the filing of a complaint for refund with
               the District Court of the United States for the district in which
               the Partnership's principal place of business is located;

          (iii) to intervene in any action brought by any other Partner for
               judicial review of a final adjustment;

          (iv) to file a request for an administrative adjustment with the IRS
               at any time and, if any part of such request is not allowed by
               the IRS, to file an appropriate pleading (petition, complaint or
               other document) for judicial review with respect to such request;

          (v)  to enter into an agreement with the IRS to extend the period for
               assessing any tax which is attributable to any item required to
               be taken into account by a Partner for tax purposes, or an item
               affected by such item; and

          (vi) to take any other action on behalf of the Partners of the
               Partnership in connection with any tax audit or judicial review
               proceeding to the extent permitted by applicable law or
               regulations.

                  The taking of any action and the incurring of any expense by
         the tax matters partner in connection with any such proceeding, except
         to the extent required by law, is a matter in the sole and absolute
         discretion of the tax matters partner, and the provisions relating to
         indemnification of the General Partner set forth in Section 7.7 of this
         Agreement shall be fully applicable to the tax matters partner in its
         capacity as such.

     (c)  Reimbursement. The tax matters partner shall receive no compensation
          for its services. All third-party costs and expenses incurred by the
          tax matters partner in performing its duties as such (including legal
          and accounting fees) shall be borne by the Partnership. Nothing herein
          shall be construed to restrict the Partnership from engaging an
          accounting firm and a law firm to assist the tax matters partner in
          discharging his duties hereunder, so long as the compensation paid by
          the Partnership for such services is reasonable.

     Section 10.4 Organizational Expenses. The Partnership shall elect to deduct
expenses, if any, incurred by it in organizing the Partnership ratably over a 60
month period as provided in Section 709 of the Code.

                                       61
<PAGE>

                                   Article 11
                            Transfers And Withdrawals

     Section 11.1 Transfer.

     (a)  Definition. The term "transfer," when used in this Article 11 with
          respect to a Partnership Unit, shall be deemed to refer to a
          transaction by which the General Partner purports to assign its
          General Partnership Interest to another Person or by which a Limited
          Partner purports to assign its Limited Partnership Interest to another
          Person, and includes a sale, assignment, gift, pledge, encumbrance,
          hypothecation, mortgage, exchange or any other disposition by law or
          otherwise. The term "transfer" when used in this Article 11 does not
          include any redemption of Partnership Units by a Limited Partner.

     (b)  Requirements. No Partnership Interest shall be transferred, in whole
          or in part, except in accordance with the terms and conditions set
          forth in this Article 11. Any transfer or purported transfer of a
          Partnership Interest not made in accordance with this Article 11 shall
          be null and void.

     Section 11.2 Transfer of General Partner's Partnership Interests.

     (a)  General Partnership Interest. The General Partner may not transfer any
          of its General Partnership Interest (other than any transfer to an
          Affiliate of the General Partner) or withdraw as General Partner
          (other than pursuant to a permitted transfer), other than in
          connection with a transaction described in Section 11.2(b). Any
          transfer or purported transfer of the General Partner's Partnership
          Interest not made in accordance with this Section 11.2 shall be null
          and void. Notwithstanding any permitted transfer of its General
          Partnership Interest or withdrawal as General Partner hereunder (other
          than in connection with a transaction described in Section 11.2(b)),
          Regency shall remain subject to Section 8.6 and Section 8.7 of this
          Agreement unless such transferee General Partner provides
          substantially similar rights to the Limited Partners and Consent of
          the Limited Partners is obtained. Nothing contained in this Section
          11.2(a) shall entitle the General Partner to withdraw as General
          Partner unless a successor General Partner has been appointed and
          approved by the Consent of the Limited Partners. Any General Partner
          other than Regency admitted to the Partnership by reason of being an
          Affiliate of Regency shall be a subsidiary of Regency so long as it is
          the General Partner, unless the Consent of the Limited Partners is
          obtained.

     (b)  Transfer in Connection With Reclassification, Recapitalization, or
          Business Combination Involving General Partner. Subject to the
          provisions of Section 4.5(f), neither the General Partner nor Regency
          shall engage in any merger, consolidation or other business
          combination or transaction with or into another Person or sale of all
          or substantially all of its assets, or any reclassification, or
          recapitalization (other than a change in par value, or a change in the
          number of shares of Common Stock resulting from a subdivision or
          combination as described in the definition of Unit

                                       62
<PAGE>

          Adjustment Factor) ("Transaction"), unless as a result of the
          Transaction such other Person (i) agrees that each Limited Partner who
          holds a Redemption Right shall thereafter remain entitled to exchange
          each Partnership Unit owned by such Limited Partner (after application
          of the Unit Adjustment Factor) for an amount of cash, securities, or
          other property equal to the greatest amount of cash, securities or
          other property paid to a holder of one Share in consideration of one
          Share which a Limited Partner holding a Redemption Right would have
          received at any time during the period from and after the date on
          which the Transaction is consummated, as if the Limited Partner had
          exercised its Redemption Right immediately prior to the Transaction
          and received the Share Amount, and (ii) agrees to assume the General
          Partner's obligations pursuant to Section 8.6 hereof, provided, that
          if, in connection with the Transaction, a purchase, tender or exchange
          offer shall have been made to and accepted by the holders of more than
          50 percent of the outstanding shares of Common Stock, the holders of
          such Partnership Units shall receive the greatest amount of cash,
          securities, or other property which a Limited Partner holding a
          Redemption Right would have received had it exercised the Redemption
          Right and received the Share Amount in redemption of its Partnership
          Units immediately prior to the expiration of such purchase, tender or
          exchange offer. Prior to consummating any such Transaction, Regency
          shall cause appropriate amendments to be made to this Agreement
          pursuant to Section 14.1(b) (including the definitions of Shares, Unit
          Adjustment Factor and Value) to carry out the intent of the parties
          that the rights of the Limited Partners holding Redemption Rights
          hereunder shall not be prejudiced as the result of any such
          Transaction. Notwithstanding anything contained in this Section
          11.2(b) to the contrary, the General Partner shall not engage in a
          Transaction that causes the Original Limited Partners to recognize
          gain or loss for federal income tax purposes.

     (c)  Limited Partnership Interests. The General Partner may transfer all or
          any portion of its Limited Partnership Interests, or any of the rights
          associated with such Limited Partnership Interests, to any party
          without the consent of the Partnership or any Partner (regardless of
          whether such transfer triggers a termination of the Partnership for
          tax purposes under Section 708 of the Code).

     (d)  Admission of Additional General Partner. Except as provided in Section
          11.2(a) and Section 11.2(b), the General Partner may not admit an
          additional general partner other than an Affiliate of the General
          Partner pursuant to Section 11.2(a).

     Section 11.3 Limited Partners' Rights to Transfer.

     (a)  General. No transfer of a Limited Partnership Interest by a Limited
          Partner is permitted without the prior written consent of the General
          Partner, which it may withhold in its sole and absolute discretion;
          provided, that a Limited Partner may transfer Units without the
          consent of the General Partner: (i) to members of the Limited
          Partner's Immediate Family or one or more trusts for their benefit
          pursuant to applicable laws of descent and distribution, gift or
          otherwise; (ii) among its Affiliates; (iii) to a lender, provided that
          the Units are not Pledged Units, where such Units are

                                       63
<PAGE>

          pledged to secure a bona fide obligation of the Limited Partner and
          any transfer in accordance with the rights of such lender under the
          instruments evidencing such obligation (provided that the General
          Partner receives 10 days prior written notice of any transfer under
          this clause (a)); (iv) if the Limited Partner is a trust, to the
          beneficiaries of the Limited Partner or to another trust (1) that is
          either established by the same grantor as the Limited Partner or (2)
          whose beneficiaries consist of members of the Immediate Family of the
          grantor of the Limited Partner or (3) whose beneficiaries consist of
          beneficiaries of the transferor trust or members of their Immediate
          Family; (v) if the Limited Partner is an entity, to the direct or
          indirect equity holders of the Limited Partner; and (vi) to other
          Limited Partners. In order to effect any transfer under this Section
          11.3, the Limited Partner must deliver to the General Partner a duly
          executed copy of the instrument making such transfer and such
          instrument must evidence the written acceptance by the assignee of all
          of the terms and conditions of this Agreement, including, where
          applicable, the security interest described in Section 5.3, and
          represent that such assignment was made in accordance with all
          applicable laws and regulations.

     (b)  Incapacitated Limited Partners. If a Limited Partner is subject to
          Incapacity, the executor, administrator, trustee, committee, guardian,
          conservator or receiver of such Limited Partner's estate shall have
          all the rights of a Limited Partner, but not more rights than those
          enjoyed by other Limited Partners for the purpose of settling or
          managing the estate and such power as the Incapacitated Limited
          Partner possessed to transfer all or any part of his or its interest
          in the Partnership. The Incapacity of a Limited Partner, in and of
          itself, shall not dissolve or terminate the Partnership.

     (c)  No Transfers Violating Securities Laws. The General Partner may
          prohibit any transfer by a Limited Partner of his Partnership Units
          if, in the opinion of legal counsel to the Partnership, such transfer
          would require filing of a registration statement under the Securities
          Act of 1933 or would otherwise violate any federal or state securities
          laws or regulations applicable to the Partnership or the Partnership
          Units.

     (d)  Transfers Resulting in Corporation Status. Regardless of whether the
          General Partner is required to provide or has provided its consent
          under Section 11.3(a), no transfer by a Limited Partner of his
          Partnership Units (or any economic or other interest, right or
          attribute therein) may be made to any Person if legal counsel for the
          Partnership renders an opinion letter that it creates a substantial
          risk that the Partnership would be treated as an association taxable
          as a corporation.

     (e)  Transfers Causing Termination. Regardless of whether the General
          Partner is required to provide or has provided its consent under
          Section 11.3(a), no transfer of any Partnership Interests other than
          the exercise of Redemption Rights shall be effective if such transfer
          would, in the opinion of counsel for the Partnership, result in the
          termination of the Partnership for federal income tax purposes, in
          which event

                                       64
<PAGE>

          such transfer shall be made effective as of the first fiscal quarter
          in which such termination would not occur, if the Partner making such
          transfer continues to desire to effect the transfer.

     (f)  Transfer to Certain Lenders. Notwithstanding anything contained herein
          to the contrary, no transfer of any Partnership Units may be made to a
          lender to the Partnership or any Person who is related (within the
          meaning of Section 1.752-4(b) of the Regulations) to any lender to the
          Partnership whose loan constitutes a Nonrecourse Liability, without
          the consent of the General Partner, which consent may be given or
          withheld by the General Partner in its sole and absolute discretion,
          provided, that as a condition to such consent the lender will be
          required to enter into an arrangement with the Partnership and the
          General Partner to redeem for the Redemption Amount any Partnership
          Units in which a security interest is held, simultaneously with the
          time at which such lender would be deemed to be a partner in the
          Partnership for purposes of allocating liabilities to such lender
          under Section 752 of the Code.

     (g)  Transfers by Limited Partners Requiring 1934 Act Registration.
          Regardless of whether the General Partner is required to provide or
          has provided its consent under Section 11.3(a), no transfer by a
          Limited Partner of his or its Limited Partnership Interest (or any
          economic or other interest, right or attribute therein) may be made to
          any Person if (i) such transfer would require the Partnership to
          register its equity securities under the Securities Exchange Act of
          1934 and (ii) the Partnership does not then have any class of equity
          securities so registered.

     (h)  Transfers by Series A Preferred Partners. In addition to the other
          restrictions on transfer set forth in this Article 11, which apply to
          Series A Preferred Units, no transfer of the Series A Preferred Units
          may be made without the consent of the General Partner, which consent
          may be given or withheld in its sole and absolute discretion, if such
          transfer would result in more than four partners holding all
          outstanding Series A Preferred Units within the meaning of Regulation
          Section 1.7704-1(h)(3).

     (i)  Transfers Violating PTP Obligations. Regardless of whether the General
          Partner is required to provide or has provided its consent under
          Section 11.3(a), unless the provisions of this Section 11.3(i) are
          waived in writing by the General Partner, on or before December 31,
          2004, no transfer (or purported transfer) by a Limited Partner of his
          or its Partnership Units (or any economic or other interest, right or
          attribute therein) may be made to any Person, and any such transfer
          (or purported transfer) shall be void ab initio, and no Person shall
          otherwise become a Partner if (a) legal counsel to the Partnership
          renders an opinion letter that such transfer creates a substantial
          risk that the Partnership would be treated as a PTP within the meaning
          of Section 7704 of the Code or (b) such transfer would cause the
          Partnership to have more than 100 Partners within the meaning of
          Regulation Section 1.7704-1(h)(3) immediately after such transfer
          ("Prohibited PTP Transfer"). If a Limited Partner presents any Units
          to the General Partner for transfer, the General Partner shall advise
          the Limited Partner

                                       65

<PAGE>

          within ten Business Days after receiving the transfer request if the
          purported transfer would constitute a Prohibited Transfer.
          Notwithstanding the foregoing, a transfer of Partnership Units which
          occurs by operation of law or as a result of a bona fide foreclosure
          of a lender's security interest and which would otherwise constitute a
          Prohibited PTP Transfer shall result in the mandatory redemption of
          such Units for the Share Amount simultaneously with the time at which
          the respective transferee would otherwise be deemed a Partner in the
          Partnership but for this sentence; provided, however, if the issuance
          of the Share Amount pursuant to this sentence would violate the
          provisions of Section 5.2 of the Articles of Incorporation, then the
          Partnership shall pay the Cash Amount in lieu of the Share Amount in
          satisfaction of such mandatory redemption. (For purposes of this
          Section 11.3, "Valuation Date" shall mean the date the Partnership
          receives notice of the Prohibited PTP Transfer).

     Section 11.4 Substituted Limited Partners.

     (a)  Consent of General Partner Required. The Limited Partner shall have
          the right to substitute a transferee as a Limited Partner in his
          place, but only if such transferee is a permitted transferee under
          Section 11.3, in which event such substitution shall occur if the
          Limited Partner so provides. With respect to any other transfers, the
          General Partner shall have the right to consent to the admission of a
          transferee of the interest of a Limited Partner pursuant to this
          Section 11.4 as a Substituted Limited Partner, which consent may be
          given or withheld by the General Partner in its sole and absolute
          discretion. The General Partner's failure or refusal to permit a
          transferee of any such interests to become a Substituted Limited
          Partner shall not give rise to any cause of action against the
          Partnership or any Partner.

     (b)  Rights and Duties of Substituted Limited Partners. A transferee who
          has been admitted as a Substituted Limited Partner in accordance with
          this Article 11 shall have all the rights and powers and be subject to
          all the restrictions and liabilities of a Limited Partner under this
          Agreement.

     (c)  Amendment of Exhibit A. Upon the admission of a Substituted Limited
          Partner, the General Partner shall amend Exhibit A to reflect the
          name, address, number of Partnership Units, and Percentage Interest of
          such Substituted Limited Partner and to eliminate or adjust, if
          necessary, the name, address and interest of the predecessor of such
          Substituted Limited Partner.

     Section 11.5 Assignees. If a transferee is not admitted as a Substituted
Limited Partner in accordance with Section 11.4(a), such transferee shall be
considered an Assignee for purposes of this Agreement. An Assignee shall be
entitled to all the rights of an assignee of a limited partnership interest
under the Act, including (if applicable) the right to redeem Units under Section
8.6 or any separate redemption agreement, and the right to receive distributions
from the Partnership and the share of Net Income, Net Losses, gain, loss and
Recapture Income attributable to the Partnership Units assigned to such
transferee, but shall not be deemed to be a holder of Partnership Units for any
other purpose under this Agreement, and

                                       66
<PAGE>

shall not be entitled to vote such Partnership Units in any matter presented to
the Limited Partners for a vote (such Partnership Units being deemed to have
been voted on such matter in the same proportion as all Partnership Units of the
same class held by Limited Partners are voted). In the event any such transferee
desires to make a further assignment of any such Partnership Units, such
transferee shall be subject to all the provisions of this Article 11 to the same
extent and in the same manner as any Limited Partner desiring to make an
assignment of Partnership Units.

     Section 11.6 General Provisions.

     (a)  Withdrawal of Limited Partner. No Limited Partner may withdraw from
          the Partnership other than as a result of a permitted transfer of all
          of such Limited Partner's Partnership Units in accordance with this
          Article 11 or pursuant to the redemption of all of his Partnership
          Units.

     (b)  Termination of Status as Limited Partner. Any Limited Partner who
          shall transfer all of his Partnership Units in a transfer permitted
          pursuant to this Article 11 or pursuant to the redemption of all of
          his Partnership Units shall cease to be a Limited Partner.

     (c)  Timing of Transfers. Transfers pursuant to this Article 11 may only be
          made on the first day of a fiscal quarter, unless the General Partner
          otherwise agrees, or unless resulting by operation of law.

     (d)  Allocation When Transfer Occurs. If any Partnership Interest is
          transferred during any quarterly segment of the Partnership's fiscal
          year in compliance with the provisions of this Article 11 or redeemed
          pursuant to Section 8.6, Net Income, Net Losses, each item thereof and
          all other items attributable to such interest for such fiscal year
          shall be divided and allocated between the transferor Partner and the
          transferee Partner by taking into account their varying interests
          during the fiscal year in accordance with Section 706(d) of the Code,
          using the interim closing of the books method (other than Net Income
          or Net Loss attributable to a Capital Transaction, which shall be
          allocated as of the Capital Transaction Record Date). Solely for
          purposes of making such allocations, each of such items for the
          calendar month in which the transfer or redemption occurs shall be
          allocated to the Person who is a Partner as of midnight on the last
          day of said month. All distributions of Available Cash with respect to
          which the Partnership Record Date is before the date of such transfer
          or redemption shall be made to the transferor Partner, and all
          distributions of Available Cash thereafter shall be made to the
          transferee Partner.

     (e)  Continued Obligations Following Redemption by Certain Additional
          Limited Partners. Anything herein to the contrary notwithstanding, if
          an Additional Limited Partner is an Electing Partner (as defined in
          Section 13.4), and if such Additional Limited Partner exercises a
          Redemption Right with respect to such Additional Limited Partner's
          entire Limited Partnership Interest, and the General

                                       67
<PAGE>

          Partner determines in good faith that such Redeeming Partner has
          exercised a Redemption Right in order to avoid such Additional Limited
          Partner's deficit Capital Account restoration obligations in Section
          13.4, the General Partner may require, upon delivery of written notice
          to the Redeeming Partner no later than thirty (30) days after the
          applicable Specified Redemption Date, that the Redeeming Partner
          remain liable to restore his "Hypothetical Negative Capital Account
          Balance" if the Partnership adopts a plan of liquidation within three
          hundred sixty five (365) days following such applicable Specified
          Redemption Date. A Redeeming Partner's Hypothetical Negative Capital
          Account Balance is the hypothetical amount such Redeeming Partner
          would have had to pay to the Partnership pursuant to his obligations
          under Section 13.4 hereof if he had remained as an Additional Limited
          Partner until the liquidation of the Partnership.

                                   Article 12
                              Admission Of Partners

     Section 12.1 Admission of Successor General Partner. A successor to all of
the General Partner's General Partnership Interest pursuant to Section 11.2
hereof who is proposed and permitted to be admitted as a successor General
Partner shall be admitted to the Partnership as the General Partner, effective
upon such transfer. Any such transferee shall assume all of the General
Partner's obligations under this Agreement and shall carry on the business of
the Partnership without dissolution. In each case, the admission shall be
subject to the successor General Partner executing and delivering to the
Partnership an acceptance of all of the terms and conditions of this Agreement
and such other documents or instruments as may be required to effect the
admission.

                                       68
<PAGE>

     Section 12.2 Admission of Additional Limited Partners.

     (a)  General. A Person who makes a Capital Contribution to the Partnership
          in accordance with Section 4.2 of this Agreement shall be admitted to
          the Partnership as an Additional Limited Partner upon furnishing to
          the General Partner (i) evidence of acceptance in form satisfactory to
          the General Partner of all of the terms and conditions of this
          Agreement, including, without limitation, the power of attorney
          granted in Article 16 hereof and (ii) such other documents or
          instruments as may be required in the sole and absolute discretion of
          the General Partner in order to effect such Person's admission as an
          Additional Limited Partner.

     (b)  Consent of General Partner Required. Notwithstanding anything to the
          contrary in this Section 12.2, no Person shall be admitted as an
          additional Limited Partner without the consent of the General Partner
          (other than a Person to whom a Limited Partner may transfer Units
          pursuant to Section 11.3(a) without the consent of the General
          Partner), which consent may be given or withheld in the General
          Partner's sole and absolute discretion. The admission of any Person as
          an additional Limited Partner shall become effective on the date upon
          which the name of such Person is recorded on the books and records of
          the Partnership, following the consent of the General Partner to such
          admission.

     Section 12.3 Amendment of Agreement and Certificate. For the admission to
the Partnership of any Partner, the General Partner shall, subject to the
requirements of Section 4.2, take all steps necessary and appropriate under the
Act to amend the records of the Partnership and, if necessary, to prepare as
soon as practical an amendment of this Agreement (including an amendment of
Exhibit A) and, if required by law, shall prepare and file an amendment to the
Certificate and may for this purpose exercise the power of attorney granted
pursuant to Article 16 hereof.

     Section 12.4 Representations and Warranties of Additional Limited Partners.
As inducement for their admission to the Partnership, each Additional Limited
Partner hereby represents and warrants that such Limited Partner (a) has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the Partnership; (b) has
been given the opportunity to examine all documents and to ask questions of, and
to receive answers from, the General Partner and its representatives concerning
the terms and conditions of the acquisition by it of Units in the Partnership,
and to obtain any additional information which it deems necessary to verify the
accuracy of the information with respect thereto; and (c) understands that there
will be no public market for the Units. Such Additional Limited Partner has
received and carefully reviewed copies of the reports filed by Regency for its
two most recent fiscal years and the interim period to date under the Securities
Exchange Act of 1934 and such additional information concerning Regency, the
Partnership and the transactions contemplated by this Agreement, to the extent
that Regency could acquire such information without unreasonable effort or
expense, as such Additional Limited Partner deems necessary for purposes of
making an investment in the Partnership. The Units in the Partnership acquired
by such Additional Limited Partner are being acquired by such Limited Partner
for its own account for investment and not with a view to, or for resale in
connection with, the public distribution or other disposition thereof. Such
Additional Limited Partner agrees as a condition to the issuance of such Units
in its name that any transfer, sale, assignment, hypothecation, offer or other
disposition of such Units may not be effected except in accordance with the
terms of this Agreement and pursuant to an effective registration statement
under the Securities Act and the rules and regulations promulgated thereunder,
or an exemption therefrom, and in compliance with all other applicable
securities and "blue sky" laws. Each Additional Limited Partner acknowledges
that the Partnership is not required to register any of the Units under the
Securities Act or any other applicable securities or "blue sky" laws. Each such
Additional Limited Partner represents and warrants that it has relied on its own
advisors for advice in connection with structuring the transactions contemplated
by this Agreement and is not relying on the General Partner or its accountants,
attorneys or other advisors with regard to such matters.

                                   Article 13
                           Dissolution And Liquidation

     Section 13.1 Dissolution. The Partnership shall not be dissolved by the
admission of Substituted Limited Partners or Additional Limited Partners or by
the admission of a successor General Partner in accordance with the terms of
this Agreement. Upon the withdrawal of the General Partner, any successor
General Partner shall continue the business of the Partnership.

                                       69
<PAGE>

Notwithstanding anything contained herein to the contrary, except as provided
below in this Section 13.1, the General Partner and the Partnership shall not
dissolve the Partnership, adopt a plan of liquidation for the Partnership or
sell all or substantially all of the assets of the Partnership in a Liquidating
Transaction or otherwise without obtaining (i) the Consent of the Original
Limited Partners and (ii) the Consent of the Additional Limited Partners. The
Partnership shall dissolve, and its affairs shall be wound up, upon the first to
occur of any of the following (each an "Event of Dissolution"):

     (a)  Expiration of Term-- the expiration of its term as provided in Section
          2.4 hereof;

     (b)  Withdrawal of General Partner -- an event of withdrawal of the last
          remaining General Partner, as defined in the Act (other than an event
          of bankruptcy), unless, within 90 days after the withdrawal, all the
          remaining Limited Partners agree in writing to continue the business
          of the Partnership and to the appointment, effective as of the date of
          withdrawal, of a substitute General Partner;

     (c)  Judicial Dissolution Decree-- entry of a decree of judicial
          dissolution of the Partnership pursuant to the provisions of the Act;
          or

     (d)  Bankruptcy or Insolvency of General Partner -- the last remaining
          General Partner shall be Incapacitated by reason of its bankruptcy
          unless, within 90 days after the withdrawal, all the remaining Limited
          Partners agree in writing to continue the business of the Partnership
          and to the appointment, effective as of the date of withdrawal, of a
          substitute General Partner.

     Section 13.2 Winding Up.

     (a)  General. The General Partner shall provide written notice to the
          Limited Partners of the occurrence of an Event of Dissolution, giving
          them at least 20 days in which to exercise any Redemption Right prior
          to the distribution of any proceeds from the liquidation of the
          Partnership pursuant to this Section 13.2(a). Upon the occurrence of
          an Event of Dissolution, the Partnership shall continue solely for the
          purposes of winding up its affairs in an orderly manner, liquidating
          its assets, and satisfying the claims of its creditors and Partners.
          No Partner shall take any action that is inconsistent with, or not
          necessary to or appropriate for, the winding up of the Partnership's
          business and affairs. The General Partner (or, in the event there is
          no remaining General Partner, any Person elected by a majority in
          interest of the Limited Partners (the "Liquidator")) shall be
          responsible for overseeing the winding up and dissolution of the
          Partnership and shall take full account of the
          Partnership's liabilities and property and the Partnership property
          (subject to Section 13.2(b) and Section 13.2(c)) shall be liquidated
          as promptly as is consistent with obtaining the fair value thereof,
          and the proceeds therefrom shall be applied and distributed in the
          following order:

                                       70
<PAGE>

     (i)  First, to the payment and discharge of all of the Partnership's debts
          and liabilities to creditors other than the Partners;

     (ii) Second, to the payment and discharge of all of the Partnership's debts
          and liabilities to the Partners, pro rata in accordance with amounts
          owed to each such Partner;

     (iii) Third, to the Series A Preferred Partners in accordance with the
          provisions of Section 4.5(d); and

     (iv) The balance, if any, to the General Partner and Limited Partners in
          accordance with their Capital Accounts, after giving effect to all
          contributions, distributions, and allocations for all periods.

         The General Partner shall not receive any additional compensation for
any services performed pursuant to this Article 13.

(b)  Deferred Liquidation. Notwithstanding the provisions of Section 13.2(a)
     hereof which require liquidation of the assets of the Partnership, but
     subject to the order of priorities set forth therein, and further subject
     to Section 13.2(c) hereof and any separate agreement of the Partnership or
     the General Partner with respect to the distribution in kind to Additional
     Limited Partners of assets contributed by such Additional Limited Partners
     (or assets exchanged for such assets), if prior to or upon dissolution of
     the Partnership the Liquidator determines that an immediate sale of part or
     all of the Partnership's assets would be impractical or would cause undue
     loss to the Partners, the Liquidator may, in its sole and absolute
     discretion, defer for a reasonable time the liquidation of any assets
     except those necessary to satisfy liabilities of the Partnership (including
     to those Partners as creditors) and/or distribute to the Partners, in lieu
     of cash, as tenants in common and in accordance with the provisions of
     Section 13.2(a) and Section 13.2(c) hereof and any such separate agreement,
     undivided interests in such Partnership assets as the Liquidator deems not
     suitable for liquidation. Any such distributions in kind shall be made only
     if, in the good faith judgment of the Liquidator, such distributions in
     kind are in the best interest of the Partners, and shall be subject to such
     conditions relating to the disposition and management of such properties as
     the Liquidator deems reasonable and equitable and to any agreements
     governing the operation of such properties at such time. The Liquidator
     shall determine the fair market value of any property distributed in kind
     using such reasonable method of valuation as it may adopt.

(c)  Distribution of Briarcliff Village.

     (i)  In the event that the Partnership is dissolved in accordance with this
          Article 13, the Briarcliff Village Property (as defined in Section
          7.1(c)) will be distributed in-kind to the Original Briarcliff
          Partners (as defined in Section 7.1(c)) who continue, as of such time,
          to hold Original Limited Partnership Units attributable to the
          contribution of the Briarcliff Village Property to Branch

                                       71
<PAGE>

          Properties, L.P. and Branch Properties, L.P.'s subsequent contribution
          of the Briarcliff Village Property to the Partnership, with such
          Partners to take title to the Briarcliff Village Property in any
          manner which they are able to agree among themselves. In the event
          that such Partners are to receive the Briarcliff Village Property
          pursuant to this Section 13.2(c), then the Briarcliff Village Property
          shall have the net value agreed upon by the General Partner and the
          Partners receiving an interest in the Briarcliff Village Property, or,
          if they cannot agree, then the Briarcliff Village Property shall be
          valued in accordance with Section 13.2(d).

     (ii) If the net value of the Briarcliff Village Property determined
          pursuant to Section 13.2(c)(i) exceeds the amount to which the
          Partners receiving the Briarcliff Village Property are entitled
          pursuant to this Article 13, then such partners may contribute to the
          capital of the Partnership the amount of cash equal to such excess,
          pro rata in proportion to the relative number of Units of each such
          Partners attributable to the contribution of the Briarcliff Village
          Property to Branch Properties, L.P. and Branch Properties, L.P.'s
          subsequent contribution of the Briarcliff Village Property to the
          Partnership. If such a contribution is not made in full, then Section
          13.2(c)(i) shall not apply and the Liquidator shall be entitled to
          sell the Briarcliff Village Property in connection with the
          dissolution of the Partnership.

(d)  Appraisal. In the event that the Briarcliff Village Property is to be
     distributed to the Original Briarcliff Partners in liquidation of the
     Partnership pursuant to the provisions of this Section 13.1(d), then the
     amount of such distribution shall be determined as follows if the net value
     thereof has not been agreed on pursuant to Section 13.2(c)(i):

     (i)  Within twenty (20) days after the determination that the Partnership
          shall distribute the Briarcliff Village Property to the Original
          Briarcliff Partners, the General Partner and a Majority-In-Interest of
          the Original Briarcliff Partners (as defined in Section 7.1(c)) shall
          each select an independent, regionally or nationally recognized
          appraiser or appraisal group which is experienced in valuing separate
          real estate property ("Appraiser"), and the two Appraisers selected by
          the parties shall jointly select a third Appraiser. Each party shall
          pay the cost of their respective Appraiser and shall split the cost of
          the third Appraiser.

     (ii) Within sixty (60) days of selection of the third Appraiser, each of
          the three Appraisers shall determine the gross fair market value of
          the Briarcliff Village Property as of the date of the election to
          liquidate the Partnership, calculated based on the net fair market
          value of Briarcliff Village (net of the loans encumbering Briarcliff
          Village), taking into consideration the terms and relative value of
          the loans encumbering Briarcliff Village, the fact that Briarcliff
          Village is not being sold and the loans are not being repaid.

                                       72
<PAGE>

     (iii) Upon receipt of the three appraisals determining the gross fair
          market value of the Briarcliff Village Property, the two closest gross
          fair market values shall be averaged, with such average to constitute
          the distribution value of the Briarcliff Village Property.

     Section 13.3 Compliance with Timing Requirements of Regulations; Allowance
for Contingent or Unforeseen Liabilities or Obligations. Notwithstanding
anything to the contrary in this Agreement, in the event the Partnership is
"liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g),
distributions shall be made pursuant to this Article 13 to the General Partner
and Limited Partners who have positive Capital Accounts in compliance with
Regulations Section 1.704-1(b)(2)(ii)(b)(2) (including any timing requirements
therein). Except as provided in Section 13.4, if any Limited Partner has a
deficit balance in his Capital Account (after giving effect to all
contributions, distributions and allocations for all taxable years, including
the year during which such liquidation occurs), such Partner shall have no
obligation to make any contribution to the capital of the Partnership with
respect to such deficit, and such deficit shall not be considered a debt owed to
the Partnership or to any other Person for any purpose whatsoever. In the sole
and absolute discretion of the General Partner, a pro rata portion of the
distributions that would otherwise be made to the General Partner and Limited
Partners pursuant to this Article 13 may be: (i) distributed to a liquidating
trust established for the benefit of the General Partner and Limited Partners
for the purposes of liquidating Partnership assets, collecting amounts owed to
the Partnership, and paying any contingent or unforeseen liabilities or
obligations of the Partnership or of the General Partner arising out of or in
connection with the Partnership (the assets of any such trust shall be
distributed to the General Partner and Limited Partners from time to time, in
the reasonable discretion of the General Partner, in the same proportions as the
amount distributed to such trust by the Partnership would otherwise have been
distributed to the General Partner and Limited Partners pursuant to this
Agreement); or (ii) withheld to provide a reasonable reserve for Partnership
liabilities (contingent or otherwise) and to reflect the unrealized portion of
any installment obligations owed to the Partnership; provided, that such
withheld amounts shall be distributed to the General Partner and Limited
Partners as soon as practicable.

     Section 13.4 Deficit Capital Account Restoration.

     (a)  Subject to Section 13.4(b), if an Original Limited Partner listed on
          Schedule 13.4(a) (who constituted an "Electing Partner" of Branch and
          is referred to hereinafter as an "Electing Partner") and any
          Additional Limited Partner who elects to be added to such Schedule
          (also an "Electing Partner"), on the date of the "liquidation" of his
          respective interest in the Partnership (within the meaning of
          Regulations Section 1.704-1(b)(2)(ii)(g)), has a negative balance in
          his Capital Account, then such Electing Partner shall contribute in
          cash to the capital of the Partnership the lesser of (i) the maximum
          amount (if any such maximum amount is stated) listed beside such
          Electing Partner's name on Schedule 13.4(a) or (ii) the amount
          required to increase his Capital Account as of such date to zero. Any
          such contribution required of a Partner hereunder shall be made on or
          before the later of (i) the end of the Partnership fiscal year in
          which the interest of such Partner is liquidated or (ii) the ninetieth
          (90th) day following the

                                       73
<PAGE>

          date of such liquidation. Notwithstanding any provision hereof to the
          contrary, all amounts so contributed by a partner to the capital of
          the Partnership shall, upon the liquidation of the Partnership under
          this Article 13, be first paid to any then creditors of the
          Partnership, including Partners that are Partnership creditors (in the
          order provided in Section 13.2(a)), and any remaining amount shall be
          distributed to the other Partners then having positive balances in
          their respective Capital Accounts in proportion to such positive
          balances.

     (b)  After the death of an Electing Partner, the executor of the estate of
          such an Electing Partner may elect to reduce (or eliminate) the
          deficit Capital Account restoration obligation of such an Electing
          Partner pursuant to Section 13.4(a). Such election may be made by such
          executor by delivering to the General Partner within two hundred
          seventy (270) days of the death of such an Electing Partner a written
          notice setting forth the maximum deficit balance in his Capital
          Account that such executor agrees to restore under Section 13.4(a), if
          any. If such executor does not make a timely election pursuant to this
          Section 13.4(b) (whether or not the balance in his Capital Account is
          negative at such time), then such Electing partner's estate (and the
          beneficiaries thereof who receive distribution of Partnership Units
          therefrom) shall be deemed to have a deficit Capital Account
          restoration obligation as set forth pursuant to the terms of Section
          13.4(a).

     (c)  If the General Partner, on the date of "liquidation" of its interest
          in the Partnership, within the meaning of Section 1.704-1(b)(2)(ii)(g)
          of the Regulations, has a negative balance in its Capital Account,
          then the General Partner shall contribute in cash to the capital of
          the Partnership the amount needed to restore its Capital Account
          balance to zero. Any such contribution required to be made by the
          General Partner shall be made by the General Partner on or before the
          later of (i) the end of the Partnership Year in which the General
          Partner's interest is liquidated, or (ii) the ninetieth (90th)
          calendar day following the date of such liquidation. Notwithstanding
          any provision of this Agreement to the contrary, all amounts so
          contributed to the capital of the Partnership in accordance with this
          Section 13.4 shall upon the liquidation of the Partnership under this
          Article 13, be first paid to any then creditors of the Partnership,
          including Partners that are Partnership creditors (in the order
          provided in Section 13.2(a)), and any remaining amount shall be
          distributed to the other Partners then having positive balances in
          their respective Capital Accounts in proportion to such positive
          balances. Regency unconditionally guarantees the obligation of the
          General Partner under this Section 13.4(c) for the benefit of the
          Partnership and the other Partners.

     Section 13.5 Deemed Distribution and Recontribution. Notwithstanding any
other provision of this Article 13 (but subject to Section 13.3), in the event
the Partnership is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no Event of Dissolution has occurred, the Partnership's
property shall not be liquidated, the Partnership's liabilities shall not be
paid or discharged, and the Partnership's affairs shall not be wound up.
Instead, the Partnership shall be deemed to have distributed the Property in
kind to the General

                                       74
<PAGE>

Partner and Limited Partners, who shall be deemed to have assumed and taken such
property subject to all Partnership liabilities, all in accordance with their
respective Capital Accounts. Immediately thereafter, the General Partner and
Limited Partners shall be deemed to have recontributed the Partnership property
in kind to the Partnership, which shall be deemed to have assumed and taken such
property subject to all such liabilities.

     Section 13.6 Rights of Limited Partners. Except as specifically provided in
this Agreement, including Section 7.1(a)(iii), Section 8.6, Section 8.7 and
Section 13.4, each Limited Partner shall look solely to the assets of the
Partnership for the return of his Capital Contribution and shall have no right
or power to demand or receive property other than cash from the Partnership.
Except as specifically provided in this Agreement, including Section 4.5 with
respect to the Series A Preferred Units, no Limited Partner shall have priority
over any other Limited Partner as to the return of his Capital Contributions,
distributions, or allocations.

     Section 13.7 Notice of Dissolution. In the event an Event of Dissolution or
an event occurs that would, but for the provisions of Section 13.1, result in a
dissolution of the Partnership, the General Partner shall, within 30 days
thereafter, provide written notice thereof to each of the Partners and to all
other parties with whom the Partnership regularly conducts business (as
determined in the sole and absolute discretion of the General Partner) and shall
publish notice thereof in a newspaper of general circulation in each place in
which the Partnership regularly conducts business (as determined in the sole and
absolute discretion of the General Partner).

     Section 13.8 Cancellation of Certificate of Limited Partnership. Upon the
completion of the liquidation of the Partnership as provided in Section 13.2
hereof, the Partnership shall be terminated and the Certificate and all
qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the State of Delaware shall be canceled and such other
actions as may be necessary to terminate the Partnership shall be taken.

     Section 13.9 Reasonable Time for Winding-Up. A reasonable time shall be
allowed for the orderly winding-up of the business and affairs of the
Partnership and the liquidation of its assets pursuant to Section 13.2 hereof,
in order to minimize any losses otherwise attendant upon such winding-up, and
the provisions of this Agreement shall remain in effect between the Partners
during the period of liquidation.

                                   Article 14
                  Amendment Of Partnership Agreement; Meetings

     Section 14.1 Amendments.

     (a)  General. Amendments to this Agreement may be proposed only by the
          General Partner, who shall submit any proposed amendment (other than
          an amendment pursuant to Section 14.1(b)) to the Limited Partners. The
          General Partner shall seek the written vote of the applicable Partners
          on the proposed amendment or shall call a meeting to vote thereon and
          to transact any other business that it may deem appropriate. Except as
          provided in Section 4.5(f)(ii) and Section 14.1(b), Section 14.1(c),
          Section

                                       75
<PAGE>

          14.1(d), Section 14.1(e) or Section 14.1(f) or except as may be
          expressly provided to the contrary elsewhere herein, a proposed
          amendment shall be adopted and be effective as an amendment hereto if
          it is approved by the General Partner and it receives the Consent of
          the Limited Partners.

     (b)  General Partner's Power to Amend. Notwithstanding Section 14.1(a), the
          General Partner shall have the power, without the consent of the
          Limited Partners, to amend this Agreement as may be required to
          facilitate or implement any of the following purposes:

          (i)  to add to the obligations of the General Partner or surrender any
               right or power granted to the General Partner or any Affiliate of
               the General Partner for the benefit of the Limited Partners;

          (ii) to add to or change the name of the Partnership;

          (iii) to reflect the admission, substitution, termination, or
               withdrawal of Partners in accordance with this Agreement;

          (iv) to set forth the rights, powers, duties and preferences of the
               holders of any additional Partnership Interests issued pursuant
               to Section 4.2;

          (v)  to reflect a change that is of an inconsequential nature and does
               not adversely affect the Limited Partners in any material
               respect, or to cure any ambiguity, correct or supplement any
               provision in this Agreement not inconsistent with law or with
               other provisions, or make other changes with respect to matters
               arising under this Agreement that will not be inconsistent with
               law or with the provisions of this Agreement; and

          (vi) to satisfy any requirements, conditions, or guidelines contained
               in any order, directive, opinion, ruling or regulation of a
               federal or state agency or contained in federal or state.

         The General Partner will provide 10 days' prior written notice to the
         Limited Partners when any action under this Section 14.1(b) is taken.

(c)  Consent of Adversely Affected Partner Required. Notwithstanding Section
     14.1(a) hereof and subject to Section 4.5(f)(ii) hereof, this Agreement
     shall not be amended without the consent of each Partner (other than a
     Series A Preferred Partner) adversely affected if such amendment would (i)
     convert a Limited Partner's interest in the Partnership into a general
     partner's interest, (ii) modify the limited liability of a Limited Partner,
     (iii) alter rights of the Partner to receive distributions pursuant to
     Article 5 or Article 13, or the allocations specified in Article 6 (except
     as permitted pursuant to Section 4.2 or Section 4.4(c) hereof), (iv) alter
     or modify the Redemption Right or Redemption Amount as set forth in Section
     8.6 and related definitions hereof, or (v) amend Section 4.2(a) (issuances
     of additional Partnership

                                       76
<PAGE>

     Interests), Section 7.1(a)(iii) (Section 1031 exchanges), Section 7.3
     (restrictions on General Partner's authority), or (vi) amend this Section
     14.1(c).

(d)  When Consent of Limited Partnership Interests Required. Notwithstanding
     Section 14.1(a) hereof and subject to Section 4.5(f)(ii), the General
     Partner shall not amend Section 4.2 (issuances of additional Partnership
     Interests), Section 7.6 (contracts with Affiliates) or Section 11.2
     (transfer of General Partnership Interest) without the Consent of the
     Limited Partners and the General Partner shall not amend this Section
     14.1(d) without the unanimous consent of the Limited Partners (other than
     Series A Preferred Partners and any other Preferred Partners unless such
     other Preferred Partners are expressly granted voting rights under this
     Section 14.1(d).

(e)  When Consent of Other Limited Partners Required.

     (i)  Matters Relating to Briarcliff. Notwithstanding Section 14.1(a)
          hereof, Section 7.1(c) (sale of Briarcliff Village), Section 13.2(c)
          (distribution of Briarcliff Village) and this Section 14.1(e)(i) may
          be amended only with the Consent of a Majority in Interest of the
          Original Briarcliff Partners (as defined in Section 7.1(c).

     (ii) Matters Relating to Other Classes of Partners. Notwithstanding Section
          14.1(a) hereof, except as provided in Section 14.1(c) and Section
          4.5(f)(ii), any amendment that would adversely affect only a class of
          Limited Partners, including the Original Limited Partners, may be
          amended with the Consent of such class of Limited Partners.

(f)  Security Capital Consent. So long as the Stockholders Agreement referred to
     in Schedule 7.8(b) remains in effect, this Agreement shall not be amended,
     modified or supplemented, in any such case, without the prior written
     consent of Security Capital. Any amendment, modification or supplement
     adopted without Security Capital's consent shall be void.

(g)  Absence of Unanimous Consent for Fourth Amended Agreement. In the event
     that the amendment and restatement of this Agreement in the form of this
     Fourth Amended Agreement has been approved with the consent of less than
     100% of the Preexisting Partners, then notwithstanding any other provision
     in this Agreement to the contrary:

     (i)  Allocations for Non-Consenting Preexisting Partners. The General
          Partner shall continue to, and shall have the authority to, apply the
          provisions of Articles V and VI of the Third Amended Agreement to
          those Preexisting Partners which have not given their consent to the
          adoption of this Fourth Amended Agreement so that they receive the
          distributions and allocations of Net Profits and Net Losses (including
          income, gain, loss and deductions) which such Limited Partners would
          have received had this Fourth Amended Agreement not been approved.
          Furthermore, should any non-

                                       77
<PAGE>

          consenting Preexisting Partner consent to the adoption of this Fourth
          Amended Agreement after the effective date of this Fourth Amended
          Agreement, then, notwithstanding anything herein to the contrary, the
          General Partner shall make such adjustments to the application of
          Articles V and VI of this Agreement beginning on the first day of
          January after the date of such Limited Partner's consent so that after
          these adjustments, such consenting Limited Partner will be treated in
          a manner which is substantially equivalent to the treatment which such
          Limited Partner would have received had such Limited Partner consented
          to the adoption of this Fourth Amended Agreement as of the effective
          date of this Fourth Amended Agreement.

     (ii) Limitation on Issuance of Preferred Units. Subject to Section
          4.5(f)(ii), Preferred Units may be issued to the General Partner
          pursuant to Section 4.2(b)(i) or to any Limited Partner only if, as a
          result of such issuance and the application of the proceeds therefrom,
          the sum of (i) the aggregate liquidation preference of all outstanding
          Preferred Units entitled to priority upon liquidation and (ii) the
          Partnership's gross sales price of outstanding Preferred Units
          entitled to priority only with respect to distributions of Available
          Cash would not exceed twenty percent (20%) of the Partnership's book
          value before depreciation and amortization as of the end of the
          calendar quarter preceding the date of issuance, determined in
          accordance with generally accepted accounting principles. Nothing in
          this Section 14.1(g)(ii) shall be construed to prohibit the General
          Partner from (i) redeeming Series A Preferred Units or other Preferred
          Units issued from time to time pursuant to this Section 14.1(g)(ii) to
          third parties who are not Affiliates of the General Partner and (ii)
          holding and receiving distributions on such Redeemed Preferred Units
          where such Units are redeemed in exchange for preferred stock of the
          General Partner having designations, preferences and other rights
          substantially similar to the designations, preferences and other
          rights of the Units so redeemed.

         A non-consenting Preexisting Partner may consent in writing at any time
         after the adoption of this Fourth Amended Agreement to the provisions
         of this Fourth Amended Agreement, by delivering written notice of such
         consent to the General Partner in such form as the General Partner may
         require, and such consent shall be effective beginning on the first day
         of January after the date that the General Partner receives such
         consent. Once a consent is delivered hereunder, it may not be revoked.
         If all Preexisting Partners consent to this Fourth Amended Agreement,
         as promptly as practicable thereafter, the General Partner shall
         provide written notice to the Limited Partners of such consent and of
         the date(s) on which the provisions of this Section 14.1(g) shall cease
         to have any effect. Any Limited Partner that consented to the Third
         Amended Agreement shall be deemed to have irrevocably consented to this
         Fourth Amended Agreement, such Limited Partner's consent shall be
         included for purposes of determining the percentage of Preexisting
         Partners who have consented to this Fourth Amended Agreement and no
         further consent of such Limited Partner or of any Partner who is not a
         Preexisting Partner is required for this Fourth Amended Agreement.

                                       78
<PAGE>

     Section 14.2 Meetings of Limited Partners.

     (a)  General. Meetings of the Limited Partners may be called only by the
          General Partner. Such meeting shall be held at the principal office of
          the Partnership, or at such other place as may be designated by the
          General Partner. Notice of any such meeting shall be given to all
          Limited Partners not less than fifteen days nor more than sixty days
          prior to the date of such meeting. The notice shall state the purpose
          or purposes of the meeting. Limited Partners may vote in person or by
          proxy at such meeting. Whenever the vote or consent of Limited
          Partners is permitted or required under this Agreement, such vote or
          consent may be given at a meeting of Limited Partners or may be given
          in accordance with the procedure prescribed in Section 14.1 hereof.
          Except as otherwise expressly provided in this Agreement, including
          without limitation Section 4.5(f)(ii), the Consent of the Limited
          Partners shall be required.

     (b)  Actions Without a Meeting. Any action required or permitted to be
          taken at a meeting of the Limited Partners may be taken without a
          meeting if a written consent setting forth the action so taken is
          signed by the Limited Partners holding the number and type of Units
          that would be sufficient to approve the action if taken at a meeting.
          Such consent may be in one instrument or in several instruments, and
          shall have the same force and effect as a vote of such Limited
          Partners at a meeting. Such consent shall be filed with the General
          Partner. An action so taken shall be deemed to have been taken at a
          meeting held on the effective date so certified.

     (c)  Proxy. Each Limited Partner may authorize any Person or Persons to act
          for him by proxy on all matters in which a Limited Partner is entitled
          to participate, including waiving notice of any meeting, or voting or
          participating at a meeting. Every proxy must be signed by the Limited
          Partner or his attorney-in-fact. No proxy shall be valid after the
          expiration of 11 months from the date thereof unless otherwise
          provided in the proxy. Every proxy shall be revocable at the pleasure
          of the Limited Partner executing it.

     (d)  Conduct of Meeting. Each meeting of Limited Partners shall be
          conducted by the General Partner or such other Person as the General
          Partner may appoint pursuant to such rules for the conduct of the
          meeting as the General Partner or such other Person deems appropriate.

                                   Article 15
                               General Provisions

     Section 15.1 Addresses and Notice. All notices and demands under this
Agreement shall be in writing, and may be either delivered personally (which
shall include deliveries by courier) by U.S. mail or a nationally recognized
overnight courier, by telefax, telex or other wire transmission (with request
for assurance of receipt in a manner appropriate with respect to communications
of that type; provided, that a confirmation copy is concurrently sent by a
nationally recognized express courier for overnight delivery) or mailed, postage
prepaid, by

                                       79
<PAGE>

certified or registered mail, return receipt requested,
directed to the parties at their respective addresses set forth on Exhibit A
attached hereto, as it may be amended from time to time, and, if to the
Partnership, such notices and demands sent in the aforesaid manner must be
delivered at its principal place of business set forth above. Notices and
demands shall be effective upon receipt. Any party hereto may designate a
different address to which notices and demands shall thereafter be directed by
written notice given in the same manner and directed to the Partnership at its
office hereinabove set forth.

     Section 15.2 Titles and Captions. All article or section titles or captions
in this Agreement are for convenience only. They shall not be deemed part of
this Agreement and in no way define, limit, extend or describe the scope or
intent of any provisions hereof. Except as specifically provided otherwise,
references to "Articles" and "Sections" are to Articles and Sections of this
Agreement.

     Section 15.3 Pronouns and Plurals. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

     Section 15.4 Further Action. The parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purposes of this Agreement.

     Section 15.5 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives and permitted assigns. Section 14.1(f) shall
inure to the benefit of Security Capital.

     Section 15.6 Waiver of Partition. The Partners hereby agree that the
Partnership properties are not and will not be suitable for partition.
Accordingly, each of the Partners hereby irrevocably waives any and all rights
(if any) that it may have to maintain any action for partition of any of the
Partnership properties.

     Section 15.7 Entire Agreement. This Agreement supersedes any prior
agreements or understandings among the parties with respect to the matters
contained herein and it may not be modified or amended in any manner other than
pursuant to Article 14. Matters (including but not limited to Redemption Rights)
affecting Additional Limited Partners who are admitted to the Partnership from
time to time may be set forth from time to time in separate agreements, provided
that such agreements would not require the consent of any other Limited Partners
if included as part of this Agreement, and in the event of any inconsistency
between this Agreement and any such separate agreement permitted hereunder, the
provisions of the separate agreement shall control.

     Section 15.8 Remedies Not Exclusive. Any remedies herein contained for
breaches of obligations hereunder shall not be deemed to be exclusive and shall
not impair the right of any party to exercise any other right or remedy, whether
for damages, injunction or otherwise.

                                       80
<PAGE>

     Section 15.9 Time. Time is of the essence of this Agreement.

     Section 15.10 Creditors. None of the provisions of this Agreement shall be
for the benefit of, or shall be enforceable by, any creditor of the Partnership.

     Section 15.11 Waiver. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

     Section 15.12 Execution Counterparts. This Agreement may be executed in
counterparts, all of which together shall constitute one agreement binding on
all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart.

     Section 15.13 Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws and judicial decisions of the State of
Delaware, without regard to the principles of conflicts of law.

     Section 15.14 Invalidity of Provisions. If any provision of this Agreement
is or becomes invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.

                                   Article 16
                                Power Of Attorney

     Section 16.1 Power of Attorney.

     (a)  Scope. Each Limited Partner and each Assignee hereby constitutes and
          appoints the General Partner, any Liquidator, and authorized officers
          and attorneys-in-fact of each, and each of those acting singly, in
          each case with full power of substitution and resubstitution, as its
          true and lawful agent and attorney-in-fact, with full power and
          authority in its name, place and stead to:

          (i)  execute, swear to, acknowledge, deliver, file and record in the
               appropriate public offices (1) all certificates, documents and
               other instruments (including, without limitation, this Agreement
               and the Certificate and all amendments or restatements thereof)
               that the General Partner or the Liquidator deems appropriate or
               necessary to form, qualify or continue the existence or
               qualification of the Partnership as a limited partnership (or a
               partnership in which the limited partners have limited liability)
               in the State of Delaware and in all other jurisdictions in which
               the Partnership may conduct business or own property; (2) all
               instruments that the General Partner deems appropriate or

                                       81
<PAGE>

               necessary to reflect any amendment, change, modification or
               restatement of this Agreement in accordance with its terms; (3)
               all conveyances and other instruments or documents that the
               General Partner deems appropriate or necessary to reflect the
               dissolution and liquidation of the Partnership pursuant to the
               terms of this Agreement, including, without limitation, a
               certificate of cancellation; (4) all instruments or documents and
               all certificates and acknowledgments relating to any mortgage,
               pledge, or other form of encumbrance in connection with any loan
               or other financing to the General Partner as provided by Section
               7.1(a)(iii); (5) all instruments relating to the admission,
               withdrawal, removal or substitution of any Partner pursuant to,
               or other events described in, Article 11, Article 12 or Article
               13 hereof or the Capital Contribution of any Partner; (6) all
               certificates, documents and other instruments relating to the
               determination of the rights, preferences and privileges of
               Partnership Interests; and (7) all financing statements,
               continuation statements and similar documents which the General
               Partner deems appropriate to perfect and to continue perfection
               of the security interest referred to in Section 5.3; and

          (ii) execute, swear to, acknowledge and file all ballots, consents,
               approvals, waivers, certificates and other instruments
               appropriate or necessary, to evidence, confirm or ratify any
               vote, consent, approval, agreement or other action which is made
               or given by the Partners hereunder or is consistent with the
               terms of this Agreement or appropriate or necessary, to
               effectuate the terms or intent of this Agreement.

     Nothing contained herein shall be construed as authorizing the General
     Partner to amend this Agreement except in accordance with Article 14 hereof
     or as may be otherwise expressly provided for in this Agreement.

(b)  Additional Power of Attorney of Limited Partners. Each Additional Limited
     Partner hereby grants to the General Partner and any Liquidator and
     authorizes officers and attorneys-in-fact of such Persons, and each of
     those acting singly, in each case with full power of substitution and
     resubstitution, as its true and lawful agent and attorney-in-fact, with
     full power and authority in its name, place and stead to execute and file
     in such Additional Limited Partner's name any financing statements,
     continuation statements and similar documents and to perform all other acts
     which the General Partner deems appropriate to perfect and to continue
     perfection of the security interest in any Pledged Units owned by such
     Additional Limited Partner.

(c)  Irrevocability. The foregoing power of attorney is hereby declared to be
     irrevocable and a power coupled with an interest, in recognition of the
     fact that each of the Partners will be relying upon the power of the
     General Partner and any Liquidator to act as contemplated by this Agreement
     in any filing or other action by it on behalf of the Partnership, and it
     shall survive and not be affected by the subsequent Incapacity of any
     Limited Partner or Assignee and the transfer of all or any portion of such
     Limited Partner's or Assignee's Partnership Units and shall extend to such
     Limited Partner's or Assignee's heirs, successors, assigns and personal
     representatives. Each such Limited Partner or Assignee hereby agrees to be
     bound by any representation made by the

82

<PAGE>

     General Partner, acting in good faith pursuant to such power of attorney;
     and each such Limited Partner or Assignee hereby waives any and all
     defenses which may be available to contest, negate or disaffirm the action
     of the General Partner, taken in good faith under such power of attorney.
     Each Limited Partner or Assignee shall execute and deliver to the General
     Partner or the Liquidator, within 15 days after receipt of the General
     Partner's request therefor, such further designations, powers of attorney
     and other instruments as the General Partner or the Liquidator, as the case
     may be, deems necessary to effectuate this Agreement and the purposes of
     the Partnership.


                                       83
<PAGE>

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

                                GENERAL PARTNER:

                                REGENCY CENTERS CORPORATION


                                By:/s/ Bruce M. Johnson
                                Name: Bruce M. Johnson
                                Title: Managing Director

                                LIMITED PARTNERS
                                By Regency Centers Corporation,
                                Attorney-in-Fact for the Limited Partners


                                By: /s/ Bruce M. Johnson
                                Name: Bruce M. Johnson
                                Title: Managing Director

<PAGE>

                                SECURITY CAPITAL U.S. REALTY,
                                a Luxembourg corporation


                                By:____________________________________
                                Name:    ______________________________
                                Title:   ______________________________


                                SECURITY CAPITAL HOLDINGS, S.A.,
                                a Luxembourg corporation


                                By:____________________________________
                                Name:    ______________________________
                                Title:   ______________________________

<PAGE>

                             EXHIBITS AND SCHEDULES



              [See Exhibits (other than Exhibit E) and Schedules to
                      Third Amended and Restated Agreement]

<PAGE>

                              Regency Centers, L.P.
           Amendment No. 1 to Third Amended and Restated Agreement of
                Limited Partnership (the "Partnership Agreement")
        Relating to 8.75% Series B Cumulative Redeemable Preferred Units

                  Section 1.  Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned thereto in the
Partnership Agreement. For purposes of this Amendment, the term "Series B
Limited Partner" means a Limited Partner holding Series B Preferred Units. The
term "Parity Preferred Units" shall be used to refer to Series A Preferred
Units, Series B Preferred Units (as hereafter defined) and any class or series
of Partnership Interests of the Partnership now or hereafter authorized, issued
or outstanding expressly designated by the Partnership to rank on a parity with
Series A Preferred Units or Series B Preferred Units with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Partnership, or both, as the context may require, whether or
not the dividend rates, dividend payment dates or redemption or liquidation
prices per unit or conversion rights or exchange rights shall be different from
those of the Series A Preferred Units. The term "Series B Priority Return" shall
mean, an amount equal to 8.75% per annum, determined on the basis of a 360 day
year of twelve 30 day months (or actual days for any month which is shorter than
a full monthly period), cumulative to the extent not distributed for any given
distribution period, of the stated value of $100 per Series B Preferred Unit,
commencing on the date of issuance of such Series B Preferred Unit. The
Partnership Agreement shall be amended to add such definitions, and shall be
further amended to add the following definition: "Priority Returns" means the
Series A Priority Return and the Series B Priority Return or similar amount
payable with respect to any other Parity Preferred Units. The term "Junior
Stock" means any class or series of capital stock of the General Partner ranking
junior as to the payment of distributions or rights upon voluntary or
involuntary liquidation, winding up or dissolution of the General Partner to the
Series B Preferred Stock. The term "PTP" shall mean a "publicly traded
partnership" within the meaning of Section 7704 of the Code (as hereafter
defined). The final Paragraph in the definition of "Net Income" and "Net Loss"
in the Partnership Agreement shall be restated in its entirety as follows:

                  "Solely for purposes of allocating Net Income or Net Loss in
                  any Fiscal Year to the holders of the Parity Preferred Units,
                  items of Net Income and Net Loss, as the case may be, shall
                  not include Depreciation with respect to properties (or
                  groupings of properties selected by the General Partner using
                  any method determined by it to be reasonable) that are
                  "ceiling limited" in respect of the holders of the Parity
                  Preferred Units. For purposes of the preceding sentence,
                  Partnership property shall be considered ceiling limited in
                  respect of a holder of Parity Preferred Units if Depreciation
                  attributable to such Partnership property which would
                  otherwise be allocable to such Partner, without regard to this
                  paragraph, exceeded depreciation determined for federal income
                  tax purposes attributable to such Partnership property which
                  would otherwise be allocated to such Partner by more than 5%."



<PAGE>

                  Section 2.  Designation and Number. A series of Partnership
Units in the Partnership designated as the "8.75% Series B Cumulative Redeemable
Preferred Units" (the "Series B Preferred Units") is hereby established. The
number of Series B Preferred Units shall be 850,000.

                  Section 3.  Rank.

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

                  The last sentence of Section 4.1(a) of the Partnership
                  Agreement shall be amended to read in full as follows (new
                  language is underscored):

                  Any Partnership Interests held by the General Partner or any
                  Affiliate other than a Property Affiliate (including
                  Partnership Interests acquired under Sections 4.2, 8.6 and
                  8.7) shall be Class B Units, other than Parity Preferred
                  Units, the issuance of which has been approved by the Limited
                  Partners pursuant to Section 4.2, and any Preferred Units
                  issued pursuant to Section 4.2(b)(i).

                  Section 4.        Distributions.

                  (a)   Payment of Distributions. Subject to the rights of
holders of Parity Preferred Units, holders of Series B Preferred Units shall be
entitled to receive, when, as and if declared by the Partnership acting through
the General Partner, out of Available Cash and Capital Transaction Proceeds,
cumulative preferential cash distributions at the rate per annum of 8.75% of the
original Capital Contribution per Series B Preferred Unit (the "Original Coupon
Rate"; as it may be adjusted from time to time, the "Coupon Rate"). If (i) on or
prior to January 31, 2000, the Partnership or the General Partner consummates a
merger or consolidation (the "Merger") with another entity (the "Merger
Partner") having an equity market capitalization in excess of $1 billion, and
(ii) after the date of consummation of the Merger and on or before the later of
the 180th day following the first public announcement of the proposed Merger and
the 90th day following the consummation of the Merger (the "Adjustment Period"),
either Moody's or Standard & Poor's (each a "Rating Agency") changes (a "Rating
Change") its unconditional, published rating of the General Partner's preferred
stock (such Agency's "GP Rating"), then, from and after the date of each such
Rating Change by either such Rating Agency during the Adjustment Period, the
Coupon Rate shall be adjusted to equal an amount determined by decreasing (if
the product described below is a positive number) or increasing (if the product
described below is a negative number) the Original Coupon Rate by the product of
(A) the



                                       2
<PAGE>

positive number of grade levels of such Rating Agency by which its new
GP Rating exceeds, or the negative number of grade levels of such Rating Agency
by which its new GP Rating is less than, its GP Rating as of September 3, 1999,
multiplied by (B) 12.5 basis points. In the case of each such Rating Change, the
designation of the Series B Preferred Units will change accordingly to reflect
such new Coupon Rate. Promptly after the expiration of the Adjustment Period,
the parties hereto shall execute, acknowledge and deliver or cause to be
executed, acknowledged and delivered all instruments and documents as may be
reasonably necessary or desirable to memorialize the revised Coupon Rate,
including making a corresponding change to the Series B Priority Return. Such
distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable (A) quarterly in arrears, on or before March 1,
June 1, September 1 and December 1 of each year commencing on December 1, 1999
and (B) in the event of (i) an exchange of Series B Preferred Units into Series
B Preferred Stock, or (ii) 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 amounts of the distribution payable will be computed based on
the ratio of the actual number of days elapsed in period to ninety (90) days. If
any date on which distributions are to be made on the Series B Preferred Units
is not a Business Day (as defined herein), then payment of the distribution to
be made on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. Distributions on
December 31, 1999 and thereafter 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 be not less than ten (10) days and not more than thirty (30)
Business Days prior to the relevant Preferred Unit Distribution Payment Date
(the "Series B 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.

                  Distributions Cumulative. Distributions on the Series B
                  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 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 records of the Series B Preferred Units on the record date
                  fixed by the Partnership acting through the General Partner
                  which date shall be not less than ten (10) days and not more
                  than thirty



                                       3
<PAGE>

                  (30) Business Days prior to the payment date.
                  Accumulated and unpaid distributions will not bear interest.

                  Priority as to Distributions.
                  ----------------------------

                  1.    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
                        Interests of the Partnership ranking junior as to the
                        payment of distributions to Parity 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 B Preferred Units, any
                        Parity Preferred Units with respect to distributions or
                        any Junior Units, unless, in each case, all distribu-
                        tions accumulated on all Series B Preferred Units and
                        all classes and series of outstanding Parity Preferred
                        Units as to payment of distributions 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 distribu-
                        tions, 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 5 of the Articles of Incorporation of the
                        General Partner (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
                        5 of the Charter.

                  2.    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
                        with respect to distributions shall be authorized and
                        declared so that the amount of distributions authorized
                        and declared per Series B 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 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
                        classes or series of Parity Preferred Units do not have
                        cumulative distribution rights) bear to each other.

                  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.



                                       4
<PAGE>

                  Section 5.1(c) of the Partnership Agreement shall be amended
                  to read in full as follows (new language is underscored):

                  "Anything herein to the contrary notwithstanding, subject to
                  Section 4(c)(i) of Amendment No. 1 to this Agreement, no
                  Available Cash or Capital Transaction Proceeds shall be
                  distributed pursuant to Section 5.1(a), Section 5.1(b) or any
                  other provisions of this Article 5 unless all distributions
                  accumulated on all Series A Preferred Units pursuant to
                  Section 4.5 have been paid in full and unless all
                  distributions accumulated on any other outstanding Preferred
                  units have been paid in full."

                  Section 5.        Allocations.

                  (a)   Section 6.1(a) and 6.1(b) of the Agreement are hereby
deleted and the following inserted as new Sections 6.1(a) and 6.1(b) in lieu
thereof (new language is underscored):

                  Section 6.1   Allocations of Net Income and Net Loss. For
         purposes of maintaining the Capital Accounts and in determining the
         rights of the Partners among themselves, the Partnership's Net Income
         and Net Loss shall be allocated among the Partners for each taxable
         year (or portion thereof) as provided herein below.

                                (a)     Net Income. After giving effect to the
                  special allocations set forth in Section 6.2 below, Net Income
                  shall be allocated as follows (and for this purpose, the
                  holders of Class A Units shall be treated as if they were
                  Original Limited Partners):

                                        (i)     First, one hundred percent
                           (100%) to the General Partner in an amount equal to
                           the excess, if any, of (A) the cumulative Net Losses
                           allocated to the General Partner pursuant to Section
                           6.1(b)(ix) and the last sentence of Section 6.1(b)
                           for all prior fiscal years, over (B) the cumulative
                           Net Income allocated pursuant to this Section
                           6.1(a)(i) for all prior fiscal years;

                                        (ii)    Second, one hundred percent
                           (100%) to the holders of Parity Preferred Units in an
                           amount equal to the excess, if any, of (A) the
                           cumulative Net Losses allocated to the holders of
                           Parity Preferred Units pursuant to Section
                           6.1(b)(viii) for all prior fiscal years, over (B) the
                           cumulative Net Income allocated pursuant to this
                           Section 6.1(a)(ii), including any amounts allocated
                           pursuant to Section 6.2(g) which were attributable to
                           this Section 6.1(a)(ii), for all prior fiscal years;

                                        (iii)   Third, one hundred percent
                           (100%) to the Original Limited Partners in an amount
                           equal to the excess, if any, of (A) the cumulative
                           Net Losses allocated to such Partners pursuant to
                           Section 6.1(b)(iv) for all prior fiscal years, over
                           (B) the cumulative Net Income allocated pursuant to
                           this Section 6.1(a)(iii) for all prior fiscal years,
                           which



                                       5
<PAGE>

                           amount shall be allocated among such Partners
                           in the same proportions and in the reverse order as
                           the Net Losses were allocated pursuant to Section
                           6.1(b)(iv);

                                         (iv)   Fourth, one hundred percent
                           (100%) to the Original Limited Partners in an amount
                           equal to the excess, if any, of (A) the cumulative
                           Net Losses allocated to such Partners pursuant to
                           Section 6.1(b)(iii) for all prior fiscal years, over
                           (B) the cumulative Net Income allocated pursuant to
                           this Section 6.1(a)(iv) for all prior fiscal years,
                           which amount shall be allocated among such Partners
                           in the same proportions and in the reverse order as
                           the Net Losses were allocated pursuant to Section
                           6.1(b)(iii);

                                         (v)    Fifth, one hundred percent
                           (100%) to the holders of Parity Preferred Units until
                           the holders of Parity Preferred Units have been
                           allocated an amount equal to the excess of their
                           respective cumulative Priority Returns through the
                           last day of the current fiscal year (determined
                           without reduction for distributions made to date in
                           satisfaction thereof) over the cumulative Net Income
                           allocated to the holders of Parity Preferred Units
                           pursuant to this Section 6.1(a)(v), including any
                           amounts allocated pursuant to Section 6.2(g) which
                           were attributable to this Section 6.1(a)(v), for all
                           prior periods;

                                         (vi)   Sixth, one hundred percent
                           (100%) to the Original Limited Partners until the
                           cumulative allocations of Net Income to each Original
                           Limited Partner under this Section 6.1(a)(vi) for the
                           current and all prior fiscal years equal the
                           cumulative distributions paid to the Original Limited
                           Partner pursuant to Section 5.1(a)(i) and Section
                           13.2(a)(iv) , provided, however, in the case of
                           Original Limited Partners other than Class Z Branch
                           Partners, no allocations of Net Income shall be made
                           under this Section 6.1(a)(vi) to such Limited
                           Partners with respect to distributions made under
                           Section 5.1(a)(i) and Section 13.2(a)(iv) after the
                           Third Amendment Date;.

                                         (vii)  Seventh, one hundred percent
                           (100%) to the Original Limited Partners until the
                           cumulative allocations of Net Income to each Original
                           Limited Partner under this Section 6.1(a)(vii) for
                           the current and all prior fiscal years equal the sum
                           of the cumulative amounts credited to such Partner's
                           Cumulative Unpaid Priority Distribution Account and
                           Cumulative Unpaid Accrued Return Account for the
                           current and all prior fiscal years, provided,
                           however, in the case of Original Limited Partners
                           other than Class Z Branch Partners, no allocations of
                           Net Income shall be made under this Section
                           6.1(a)(vii) with respect to amounts credited to such
                           Partners' Cumulative Unpaid Priority Distribution
                           Accounts and Cumulative Unpaid Accrued Return
                           Accounts after the Third Amendment Date;



                                       6
<PAGE>

                                         (viii) Eighth, one hundred percent
                           (100%) to the Additional Limited Partners in an
                           amount equal to the excess, if any, of (A) the
                           cumulative Net Losses allocated to the Additional
                           Limited Partners pursuant to Section 6.1(b)(vii) for
                           all prior fiscal years, over (B) the cumulative Net
                           Income allocated pursuant to this Section
                           6.1(a)(viii) for all prior fiscal years, which amount
                           shall be allocated among the Additional Limited
                           Partners in the same proportions and in the reverse
                           order as the Net Losses were allocated pursuant to
                           Section 6.1(b)(vii);

                                         (ix)   Ninth, one hundred percent
                           (100%) to the Additional Limited Partners in an
                           amount equal to the excess, if any of (A) the
                           cumulative Net Losses allocated to the Additional
                           Limited Partners pursuant to Section 6.1(b)(vi) for
                           all prior fiscal years, over (B) the cumulative Net
                           Income allocated pursuant to this Section 6.1(a)(ix)
                           for all prior fiscal years, which amount shall be
                           allocated among such Partners in the same proportions
                           and in the reverse order as the Net Losses were
                           allocated pursuant to Section 6.1(b)(vi);

                                         (x)    Tenth, one hundred percent
                           (100%) to the Additional Limited Partners until the
                           cumulative allocations of Net Income to each
                           Additional Limited Partner under this Section
                           6.1(a)(x) for the current and all prior fiscal years
                           equal the cumulative distributions paid to the
                           Additional Limited Partners pursuant to Section
                           5.1(a)(iv) and Section 13.2(a)(v), provided, however,
                           in the case of Additional Limited Partners other than
                           Class Z Midland Partners, no allocations of Net
                           Income shall be made under this Section 6.1(a)(x) to
                           such Limited Partners with respect to distributions
                           made under Section 5.1(a)(iv) and Section 13.2(a)(v)
                           after the Third Amendment Date;

                                         (xi)   Eleventh, one hundred percent
                           (100%) to the Additional Limited Partners until the
                           cumulative allocations of Net Income to each
                           Additional Limited Partner under this Section
                           6.1(a)(xi) for the current and all prior fiscal years
                           equal the sum of (A) the cumulative amounts credited
                           to such Partner's Cumulative Unpaid Priority
                           Distribution Account and Cumulative Unpaid Accrued
                           Return Account for the current and all prior fiscal
                           years and (B) the cumulative Net Losses allocated to
                           the Additional Limited Partner pursuant to Section
                           6.1(b)(v) for all prior fiscal years, provided,
                           however, in the case of Additional Limited Partners
                           other than Class Z Midland Partners, no allocation of
                           Net Income shall be made under this Section
                           6.1(a)(xi) with respect to amounts credited to such
                           Partners' Cumulative Unpaid Priority Distribution
                           Accounts and Cumulative Unpaid Accrued Return
                           Accounts after the Third Amendment Date; and

                                         (xii)  Thereafter, to the Original
                           and Additional Limited Partners other than Class Z
                           Branch Partners or Class Z Midland Partners, to the
                           General Partner and to any other holders of Class B
                           Units, pro rata



                                       7
<PAGE>

                           in accordance with the relative amounts of Available
                           Cash and Capital Transaction Proceeds distributed to
                           each of them during the taxable year.

                                (b)     Net Losses.  After giving effect to the
                  special allocations set forth in Section 6.2 below, Net Losses
                  shall be allocated as follows:

                                         (i)    First, one hundred percent
                           (100%) to the Original and Additional Limited
                           Partners other than Class Z Branch Partners or Class
                           Z Midland Partners, to the General Partner and the
                           Class B Unit holders in an amount equal to the
                           excess, if any, of (A) the cumulative Net Income
                           allocated pursuant to Section 6.1(a)(xii) hereof for
                           all prior fiscal years in excess of distributions of
                           Available Cash to such Partners for which no
                           corresponding allocation of Net Income had been made
                           (or is required to be made) under Sections
                           6.1(a)(i)-(xi) hereof, over (B) the cumulative Net
                           Losses allocated pursuant to this Section 6.1(b)(i)
                           for all prior fiscal years;

                                         (ii)   Second, to the Original Limited
                           Partners until the cumulative allocations of Net
                           Losses under this Section 6.1(b)(ii) equal the
                           excess, if any, of the cumulative allocations of Net
                           Income under Section 6.1(a)(vii) to such Partners for
                           all prior fiscal years over the cumulative
                           distributions to such Partners under Section
                           5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii)
                           for the current and all prior fiscal years (such
                           allocation being made in proportion to such Partners'
                           respective excess amounts);

                                         (iii)  Third, to the Original Limited
                           Partners with positive Adjusted Capital Account
                           balances (determined, solely for purposes of this
                           Section 6.1(b)(iii), without regard to any obligation
                           of a Partner to restore a negative Capital Account
                           under Section 13.4), in proportion to such balances,
                           until such balances are reduced to zero;

                                         (iv)   Fourth, to the Original Limited
                           Partners in proportion to their relative Percentage
                           Interests; provided, however, that to the extent that
                           an allocation under this Section 6.1(b)(iv) would
                           cause or increase an Adjusted Capital Account Deficit
                           for such Partner, such Net Loss shall be allocated to
                           those Original Limited Partners (in proportion to
                           their relative Percentage Interests) for whom such
                           allocation would not cause or increase an Adjusted
                           Capital Account Deficit;

                                         (v)    Fifth, to the Additional Limited
                           Partners until the cumulative allocations of Net
                           Losses under this Section 6.1(b)(v) equal the excess,
                           if any, of the cumulative allocations of Net Income
                           under Section 6.1(a)(xi) to such Partners for all
                           prior fiscal years over the cumulative distributions
                           to such Partners under Section 5.1(a)(v) and (vi) and
                           Section 5.1(b)(iii) and (iv) for the current and all
                           prior fiscal years (such



                                       8
<PAGE>

                           allocation being made in proportion to such Partners'
                           respective excess amounts);

                                         (vi)   Sixth, to the Additional
                           Limited Partners with positive Adjusted Capital
                           Accounts balances (determined, solely for purposes of
                           this Section 6.1(b)(vi), without regard to any
                           obligation of a Partner to restore a negative Capital
                           Account under Section 13.4), in proportion to such
                           balances, until such balances are reduced to zero;

                                         (vii)  Seventh, to the Additional
                           Limited Partners in proportion to their relative
                           Percentage Interests; provided, however, that to the
                           extent that an allocation under this Section
                           6.1(b)(vii) would cause or increase an Adjusted
                           Capital Account Deficit for such Partner, such Net
                           Loss shall be allocated to those Additional Limited
                           Partners (in proportion to their relative Percentage
                           Interests) for whom such allocation would not cause
                           or increase an Adjusted Capital Account Deficit;

                                         (viii) Eighth, to the holders of
                           Parity Preferred Units until their respective
                           Adjusted Capital Account Balance (determined, solely
                           for purposes of this Section 6.1(b)(viii), without
                           regard to any obligation of a Partner to restore a
                           negative Capital Account under Section 13.4), has
                           been reduced to zero; and

                                         (ix)   Any remaining Net Loss shall be
                           allocated to the General Partner and any other
                           holders of Class B Units.

         Notwithstanding the foregoing, Net Losses shall not be allocated to any
         Limited Partner pursuant to this Section 6.1(b)(ix) to the extent that
         such allocation would cause such Limited Partner to have an Adjusted
         Capital Account Deficit at the end of such taxable year (or increase
         any existing Adjusted Capital Account Deficit). All Net Losses in
         excess of the limitations set forth in the preceding sentence of this
         Section 6.1(b) shall be allocated to the General Partner.

                  Section 6.2(g) of the Agreement is hereby deleted and the
                  following inserted as new Section 6.2(g) in lieu thereof (new
                  language is underscored):

                                (g)     Capital Account Adjustments.
                  Notwithstanding anything herein to the contrary other than the
                  last sentence of Section 14.1(g), any gain or loss arising
                  from an adjustment to the Gross Asset Value of any Partnership
                  asset pursuant to clause (b) or (c) of the definition thereof
                  shall be allocated (i) first, to the holders of the Parity
                  Preferred Units, but only to the extent that they would have
                  been allocated such gain pursuant to Section 6.1(a)(ii) or
                  Section 6.1(a)(v) of this Agreement or such loss pursuant to
                  Section 6.1(b)(viii) of this Agreement, as applicable, if such
                  gain or loss had been actually realized; and (ii) second, and
                  subject to section 6.2(h) hereof, one hundred percent (100%)
                  of the remainder of such gain or loss to the General Partner
                  and the Additional Limited Partners (other than holders of
                  Parity Preferred Units) pro rata in accordance with the



                                       9
<PAGE>

                  relative number of Units held by each; provided, however, that
                  for this purpose, the General Partner shall be treated as
                  owning all of the outstanding Class A Units and all of the
                  outstanding Original Limited Partnership Units in addition to
                  the actual number of Units which the General Partner holds. An
                  Additional Limited Partner (except for holders of Parity
                  Preferred Units), at the time of admission to the Partnership,
                  may elect with the consent of the General Partner to not
                  receive special allocations of any gain or loss resulting from
                  such adjustments.

                  Section 6.        Liquidation Preference.

                  (a)   Payment of Liquidating Distributions. Subject to the
rights of holders of Parity Preferred Units with respect to rights upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Partner-
ship the holders 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 any class or series of Partnership Interest that ranks junior to
the Series B Preferred Units as to rights upon liquidation, dissolution or
winding-up of the Partnership, an amount equal to the sum of (i) a liquidation
preference equal to their positive Capital Account balances, determined after
taking into account all Capital Account adjustments for the Partnership taxable
year during which the liquidation occurs (other than those made as a result of
the liquidating distribution set forth in this Section 6(a)), and (ii) an amount
equal to any accumulated and unpaid distributions thereon, whether or not
declared, to the date of payment. In the event that, upon such voluntary or
involuntary liquidation, dissolution or winding-up, there are insufficient
assets to permit full payment of liquidating distributions to the holders of
Series B Preferred Stock 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 such Parity
Preferred Units shall in all cases bear to each other the same ratio that the
respective rights of the Series B Preferred Unit and such other Parity Preferred
Units (which shall not include any accumulation in respect of unpaid distribu-
tions 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.

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

                  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.



                                       10
<PAGE>

                  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.

                  Section 7.        Optional Redemption.

                  (a)   Right of Optional Redemption. The Series B Preferred
Units may not be redeemed prior to the fifth anniversary of the issuance date.
On or after such date, the Partnership shall have the right to redeem the Series
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 Capital Account balance of the holder of Series B
Preferred Units (the "Redemption Price"); provided, however, that no redemption
pursuant to this Section 7 will be permitted if the Redemption Price does not
equal or exceed 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 or distributed on the redemption
date pursuant to Section 4(a). 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).

                  Limitation on Redemption.
                  ------------------------

                        (i)     The Redemption Price of the Series B Preferred
Units (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.

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

                  Procedures for Redemption.
                  -------------------------

                        (i)     Notice of redemption will be (i) faxed, and (ii)
mailed by the Partnership, by certified mail, postage prepaid, not less than 30
nor more than 60 days prior to the redemption date, addressed to the respective
holders of record of the Series 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 proceedings for the redemption
of any



                                       11
<PAGE>

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: (i) the redemption date, (ii) the Redemption Price,
(iii) 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 of 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 to be redeemed, (iv) the place or places where such
Series B Preferred Units are to be surrendered for payment of the Redemption
Price, (v) that distributions on the Series B Preferred Units to be redeemed
will cease to accumulate on such redemption date and (vi) that payment of the
Redemption Price will be made upon presentation and surrender of such Series B
Preferred Units.

                  4.    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 Redemption Price and will give
                        irrevocable instructions and authority to pay such
                        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 evidenced by a certificate and if fewer than all
                        Series B Preferred Units evidenced 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 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 Redemption Price is improperly withheld
                        or refused and not paid by the Partnership, distribu-
                        tions on such Series B Preferred Units will continue to
                        accumulate from the original redemption date to the date
                        of payment, in which case the actual payment date will
                        be considered the date fixed for redemption for purposes
                        of calculating the applicable Redemption Price.

                  Section 8.        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,



                                       12
<PAGE>

except as otherwise expressly set forth in the Partnership Agreement and except
as set forth below.

                  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 ranking prior to the
                  Series B Preferred Units with respect to payment of
                  distributions or rights upon liquidation, dissolution or
                  winding-up or reclassify any Partnership Interests of the
                  Partnership into such Partnership Interest, or create,
                  authorize or issue any obligations or security convertible
                  into or evidencing the right to purchase any such Partnership
                  Interest, (ii) authorize or create, or increase the authorized
                  or issued amount of any Parity Preferred Units or reclassify
                  any Partnership interest of the Partnership into any such
                  Partnership Interest or create, authorize or issue any
                  obligations or security convertible into or evidencing the
                  right to purchase any such Partnership Interests but only to
                  the extent such Parity Preferred Units are issued to an
                  affiliate of the Partnership, other than (A) Security Capital
                  U.S. Realty, Security Capital Holdings, S.A. or their
                  affiliates purchasing preferred stock of the same series on
                  the same terms as non-affiliates or (B) the General Partner to
                  the extent the issuance of such interests was to allow the
                  General Partner to issue corresponding preferred stock to
                  persons who are not affiliates of the Partnership in the same
                  transaction 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 (a) the Partnership is the surviving
                  entity and the Series B Preferred Units remain outstanding
                  with the terms thereof unchanged, or (b) the resulting,
                  surviving or transferee entity is a partnership, limited
                  liability company or other pass-through entity organized under
                  the laws of any state and substitutes 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 no vote of
                  the Series B Preferred Units shall be required in such case;
                  and provided further than any increase in the amount of
                  Partnership Interests or the creation or issuance of any other
                  class or series of Partnership Interests, in each case ranking
                  (a) junior to the Series B Preferred Units with respect to
                  payment of distributions and the distribution of assets upon
                  liquidation, dissolution or winding-up, or (b) on a parity to
                  the Series B Preferred Units with respect to payment of
                  distributions and the distribution of assets upon liquidation,
                  dissolution or winding-up to the extent such Partnership
                  Interests are not issued to an affiliate of the Partnership,
                  other than (A) Security



                                       13
<PAGE>

                  Capital U.S. Realty, Security Capital Holdings, S.A. or their
                  affiliates purchasing Partnership interests of the same series
                  on the same terms as non-affiliates, or (B) the General
                  Partner to the extent the issuance of such interests was to
                  allow the General Partner to issue corresponding preferred
                  stock to persons who are not affiliates of the Partnership,
                  shall not be deemed to materially and adversely affect such
                  rights, preferences, privileges or voting powers and no vote
                  of the Series B Preferred Units shall be required in such
                  case.

                  In addition to the foregoing, the Partnership will not (x)
enter into any contract, mortgage, loan or other agreement that prohibits or
restricts, or has the effect of prohibiting or restricting, the ability of a
Preferred Partner to exercise its rights set forth herein to effect in full an
exchange or redemption pursuant to Section 10, except with the written consent
of the holders of at least two-thirds of the Series B Preferred Units
outstanding at the time; or (y) amend, alter, or repeal or waive Section 7.5 of
the Fourth Amended Agreement (to the extent in effect) or, until December 31,
2000, Section 11.3(i) of the Partnership Agreement if such amendment, alteration
or waiver adversely affects the holders of Series B Preferred Units without the
affirmative vote of at least two-thirds of the Series B Preferred Units
outstanding at the time.

                  Notwithstanding anything to the contrary in this Section 8, in
no event shall the General Partner or any of its affiliates have any voting,
consent or approval rights in respect of any Series B Preferred Units it or they
may hold, and any percentage or portion of outstanding Series B Preferred Units
that may be required hereunder for any vote, consent or approval of holders
thereof shall be determined as if all Series B Preferred Units then held by the
General Partner or any of its affiliates were not outstanding.

                  Section 9.        Transfer Restrictions.

                  (a)   The Series B Preferred Units shall not be subject to the
provisions of Article 11 of the Partnership Agreement other than Sections
11.1(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e), 11.3(f), 11.3(g), 11.3(i) and 11.6.

                  No transfer of the Series B Preferred Units may be made
                  without the consent of the General Partner, which consent may
                  be given or withheld in its sole and absolute discretion, if
                  such transfer would result in more than four partners holding
                  all outstanding Series B Preferred Units within the meaning of
                  Treasury Regulation Section 1.7704-1(h)(1)(ii) (without regard
                  to Treasury Regulation Section 1.7704-1(h)(3)(ii)); provided,
                  however, that the General Partner's consent may not be
                  unreasonably withheld if (a) such transfer would not result in
                  more than four (4) partners holding all outstanding Series B
                  Preferred Units within the meaning of such Treasury Regulation
                  Sections or (b) the General Partner is relying on a provision
                  other than Treasury Regulation Section 1.7704-1(h) to avoid
                  classification of Operating Partnership as a PTP. In addition,
                  no transfer may be made to any person if such transfer would
                  cause the exchange of the Series B Preferred Units for Series
                  B Preferred Stock, as provided herein, to be required to be
                  registered under the Securities Act, or any state securities
                  laws. Notwithstanding anything in this Agreement to the
                  contrary, the Series B



                                       14
<PAGE>

                  Preferred Units shall be freely transferable to LLC, which
                  shall upon such transfer be admitted as a Limited Partner
                  hereunder.

                  Section 10.       Exchange Rights.

                  (a)   Right to Exchange.

                        (i)     Series B Preferred Units will be exchangeable in
whole or in part at anytime on or after the tenth anniversary of the date of
issuance, at the option of the holders thereof, for authorized but previously
unissued shares of 8.75% Series 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 "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 (y) at any time full distributions shall not have been timely made on
any Series B Preferred Unit with respect to six (6) 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 (2) Business Days after the applicable 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 (z) upon receipt by a holder or holders of Series B Preferred
Units of (A) notice from the General Partner that the General Partner or a
subsidiary of the General Partner has become aware of facts that will or likely
will cause the Partnership to become a PTP and (B) an opinion rendered by an
outside nationally recognized independent counsel familiar with such matters
addressed to a holder or holders of Series 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 a 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 Internal Revenue Code of 1986, as amended (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 or in part for Series B Preferred Stock at any time after the
date hereof, if both (1) the holder thereof concludes based on results or
projected results that there exists (in the reasonable judgment of the holder)
an imminent and substantial risk that the holder's interest in the Partnership
does or will represent more than 19.5% of the total profits or capital interests
in the Partnership (determined in accordance with Treasury Regulations Section
1.731-2(e)(4)) for a taxable year, and (2) the holder delivers to the General
Partner an opinion of nationally recognized independent counsel to the effect
that there is an imminent and substantial risk that the holder's interest in the
Partnership does or will represent more than



                                       15
<PAGE>

19.5% of the total profits or capital interests in the Partnership (determined
in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable
year.

                  5.    Notwithstanding anything to the contrary set forth in
                        Section 10(a)(i), if an 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 10(a)(ii) by giving each holder of record of
                        Series B Preferred Units notice of its election to
                        redeem for cash, within five (5) Business Days after
                        receipt of the Exchange Notice, by (i) fax, and (ii)
                        registered mail, postage paid, at the address of each
                        holder as it may appear on the records of the Partner-
                        ship stating (i) the redemption date, which shall be no
                        later than sixty (60) days following the receipt of the
                        Exchange Notice, (ii) the redemption price, (iii) the
                        place or places where the Series B Preferred Units are
                        to be surrendered for payment of the redemption price,
                        (iv) that distribution on the Series B Preferred Units
                        will cease to accrue on such redemption date; (v) that
                        payment of the redemption price will be made upon
                        presentation and surrender of the Series B Preferred
                        Units and (vi) 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 of 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.

                  6.    Upon the occurrence of an event giving rise to exchange
                        rights pursuant to Section 10(a)(i), in the event an
                        exchange of all or a portion of Series B Preferred Units
                        pursuant to Section 10(a)(i) would violate the
                        provisions on ownership limitation of the General
                        Partner set forth in Article 5 of the Charter, the
                        General Partner shall give written notice thereof to
                        each holder of record of Series B Preferred Units,
                        within five (5) Business Days following receipt of the
                        Exchange Notice, by (i) fax, and (ii) registered mail,
                        postage prepaid, at the address of each such holder set
                        forth in the records of the Partnership.  In such event,
                        each holder of Series B Preferred Units shall be
                        entitled to exchange, pursuant to the provision of
                        Section 10(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 5 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 Excess Unit,
                        plus any accrued and unpaid distributions thereon,
                        whether or not



                                       16
<PAGE>

                        declared, to the date of redemption.  The written notice
                        of the General Partner shall state (i) the number of
                        Excess Units held by such holder, (ii) the redemption
                        price of the Excess Units, (iii) the date on which such
                        Excess Units shall be redeemed, which date shall be no
                        later than sixty (60) days following the receipt of the
                        Exchange Notice, (iv) the place or places where such
                        Excess Units are to be surrendered for payment of the
                        Redemption Price, (v) that distributions on the Excess
                        Units will cease to accrue on such redemption date, and
                        (vi) 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
                        (i) the widely held nature of the interests in such
                        holder, sufficient to assure the General Partner that
                        the holder's ownership of stock of the General Partner
                        (without regard to the limits described above) will not
                        cause any individual to own in excess of 9.8% of the
                        stock of the General Partner, to the extent such holder
                        can reasonably make such representation; and (ii) to the
                        extent such holder can so represent and covenant without
                        obtaining information from its owners, the holder's
                        ownership of tenants of the Partnership and its
                        affiliates.

                  To the extent the General Partner would not be able to pay the
cash set forth above in exchange for the Excess Units, and to the extent
consistent with the Charter, the General Partner agrees that it will grant to
the holders of the Series B Preferred Units exceptions to the Beneficial
Ownership Limit and Constructive Ownership Limit set forth in the Series B
Articles Supplementary sufficient to allow such holders to exchange all of their
Series B Preferred Units for Series B Preferred Stock, provided such holders
furnish to the General Partner representations acceptable to the General Partner
in its sole and absolute discretion which assure the General Partner that such
exceptions will not jeopardize the General Partner's tax status as a REIT for
purposes of federal and applicable state law.

                  Notwithstanding any provision of this Agreement to the
contrary, no Series B Limited Partner shall be entitled to effect an exchange of
Series B Preferred Units for Series B Preferred Stock to the extent that
ownership or right to acquire such shares would cause the Partner or any other
Person or, in the opinion of counsel selected by the General Partner, may cause
the Partner or any other Person, to violate the restrictions on ownership and
transfer of Series B Preferred Stock set forth in the Charter. To the extent any
such attempted exchange for Series B Preferred Stock would be in violation of
the previous sentence, it shall be void ab initio and such Series B Limited
Partner shall not acquire any rights or economic interest in the Series B
Preferred Stock otherwise issuable upon such exchange.

                  7.    The redemption of Series B Preferred Units described
                        in Section 10(a)(ii) and (iii) shall be subject to
                        the provisions of Section 7(b)(i) and Section
                        7(c)(ii); provided, however, that for purposes hereof
                        the term "Redemption Price" in Sections 7(b)(i) and
                        7(c)(ii) shall be read to mean the original Capital
                        Contribution per Series B Preferred Unit being
                        redeemed plus all accrued and unpaid distributions to
                        the redemption date.



                                       17
<PAGE>

                  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 (i) fax and (ii) by
certified mail postage prepaid. Upon request of the General Partner, such holder
delivering the Exchange Notice shall provide to the General Partner in writing
such information as the General Partner may reasonably request to determine
whether any portion of the exchange by the delivering holder will result in the
violation of the restrictions of Article 5 of the Charter, including the
Ownership Limit and the Related Tenant Limit. The exchange of Series B Preferred
Units, or a specified portion thereof, may be effected after the fifth (5th)
Business Days following receipt by the General Partner of the Exchange Notice
and such requested information 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 121 West Forsyth Street, Suite 200, Jacksonville,
Florida 32202. Each exchange will be deemed to have been effected immediately
prior to the close of business on the date on which such Series B 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 Exchange Price shall have been paid. Any Series B Preferred
Stock issued pursuant to this Section 10 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.

                  8.    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 which are not
                        paid pursuant to Section 4(a) hereof, whether or not
                        declared, to the date of exchange on any Series B
                        Preferred Units tendered for exchange shall (i) accrue
                        and be payable by the General Partner from and after the
                        date of exchange on the shares of the Series B Preferred
                        Stock into which such Series B Preferred Units are
                        exchanged, and (ii) 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 B 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 now
                        holding such Series B Preferred Unit), receive a distri-
                        bution out of Available Cash or Capital Transaction
                        Proceeds of the Partnership with respect to any Series B
                        Preferred Units so exchanged.

                  9.    Fractional shares of Series B 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.



                                       18
<PAGE>

                  Adjustment of Series B Exchange Price. 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 that number 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, whether or not any Series B Preferred
                  Stock are then outstanding: (i) which does not preserve the
                  existence of the Series B Preferred Stock with their current
                  rights, preferences and privileges, or (ii) if the terms
                  thereof are inconsistent with the foregoing. In addition, so
                  long as a Preferred Partner or any of its permitted successors
                  or assigns holds any Series B Preferred Units as the case may
                  be, the General Partner shall not, without the affirmative
                  vote of the holders of at least two-thirds of the Series B
                  Preferred Units (voting together as a class with any
                  outstanding Series B Preferred Stock) outstanding at the time:
                  (a) designate or create, or increase the authorized or issued
                  amount of, any class or series of shares ranking senior to the
                  Series B Preferred Stock with respect to the payment of
                  distributions or rights upon liquidation, dissolution or
                  winding-up or reclassify any authorized shares of the General
                  Partner into any such shares, or create, authorize or issue
                  any obligations or securities convertible into or evidencing
                  the right to purchase any such shares; (b) designate or
                  create, or increase the authorized or issued amount of, any
                  Parity Preferred Stock or reclassify any authorized shares of
                  the General Partner into any such shares, or create, authorize
                  or issue any obligations or security convertible into or
                  evidencing the right to purchase any such shares, but only to
                  the extent that such Parity Preferred Stock are issued to an
                  Affiliate of the General Partner other than (A) Security
                  Capital U.S. Realty, Security Capital Holdings, S.A. or their
                  affiliates if issued on the same terms in the transaction as
                  to non-affiliates, or (B) the General Partner to the extent
                  the issuance of such interests was to allow the General
                  Partner to issue corresponding preferred stock in the same
                  transaction to persons who are not affiliates of the
                  Partnership; (c) amend, alter or repeal the provisions of the
                  Charter or bylaws of the General Partner, whether by merger,
                  consolidation or otherwise, that would materially and
                  adversely affect the powers, special rights, preferences,
                  privileges or voting power of the Series B Preferred Stock or
                  the holders thereof; provided, however, that any increase in
                  the amount of authorized Preferred Stock or the creation or
                  issuance of any other series or class of Preferred Stock, or
                  any increase in the amount of authorized shares of each class
                  or series, in each case ranking either (1) junior to the
                  Series B Preferred Stock with 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 Stock



                                       19
<PAGE>

                  with respect to the payment of distributions and the
                  distribution of assets upon liquidation, dissolution
                  or winding-up to the extent such Preferred Stock are not
                  issued to an Affiliate of the Company, 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.

                  Section 11. No Conversion Rights.  The holders of the Series B
Preferred Units shall not have any rights to convert such Partnership Units into
any other class of Partnership Interests or any interest in the Partnership.

                  Section 12. No Sinking Fund.  No sinking fund shall be
established for the retirement or redemption of the Series B Preferred Units.

                  Section 13. Miscellaneous.

                  (a)   The terms "Original Limited Partnership Units," "Class B
Units," "Class 2 Units," "Class Z Branch Partners," "Class Z Midland Partners"
"Additional Units," "Additional Limited Partners," "Common Units" and "General
Partner Units" and "Percentage Interest" in the Partnership Agreement shall not
be deemed to include the Series B Preferred Units. The terms "Limited
Partnership Interest" and "Partnership Interest" shall be deemed to include the
Series B Preferred Units.

                  Exhibit A to the Partnership Agreement is hereby amended to
                  include the Series B Preferred Units as Limited Partnership
                  Interests.

                  Section 7.1(h) of the Partnership Agreement is hereby amended
                  to include the Series B Priority Return Amount.

                  Nothing contained in Section 8.4 or the last sentence of
                  Section 13.6 of the Partnership Agreement shall be deemed to
                  limit the issuance of, and provisions applicable to, the
                  Series B Preferred Units.

                  Notwithstanding anything to the contrary contained in Section
                  8.6 of the Partnership Agreement, in no event shall the rights
                  of the holders of the Series B Preferred Units set forth in
                  Section 10 of this Agreement be subordinate to the Redemption
                  Rights set forth in Section 8.6 of the Partnership Agreement.

                  Notwithstanding any other provisions of this Amendment, this
                  Amendment shall not be amended, and no action may be taken by
                  the General Partner, without the Consent of each Partner
                  adversely affected if such amendment or action would alter the
                  redemption or exchange rights as set forth in Sections 7 and
                  10 hereof, respectively or amend this Section 14(f).

                  Upon effectiveness of the Fourth Amended Agreement, the Fourth
                  Amended Agreement shall be amended, to the extent applicable,
                  to incorporate this Amendment and be consistent herewith.



                                       20
<PAGE>

                  At such time, and in the event that, the Company authorizes
                  sufficient additional shares of preferred stock, the holders
                  of a majority in interest of the Series B Preferred Units and
                  Series B Preferred Stock in the aggregate may request in
                  writing to the Company that the stated value of the Series B
                  Priority Return may be reduced to $25, with all reference
                  herein to "$100" to thereafter be deemed references to "$25,"
                  and with appropriate proportionate adjustments to be made
                  herein, mutatis mutandis, in distributions, liquidation
                  preferences, shares issuable upon exchange, and otherwise as
                  necessary and appropriate to preserve the economic value of
                  Series B Preferred Units and the Series B Preferred Stock, and
                  the Company shall take all reasonable steps necessary and
                  appropriate to give effect to such request.



                                       21
<PAGE>

                                       GENERAL PARTNER

                                       Regency Realty Corporation


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

                                       CONTRIBUTOR

                                       TIMES MIRROR COMPANY


                                       By:______________________________________
                                           Name:
                                           Title:

                                       SECURITY CAPITAL U.S. REALTY


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       SECURITY CAPITAL HOLDINGS S.A.


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



                                       ARDEN SQUARE HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________






<PAGE>



                                       BLOSSOM VALLEY HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       COOPER STREET PLAZA HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       DALLAS HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       EL CAMINO HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       FRIARS MISSION HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________




<PAGE>

                              Regency Centers, L.P.
           Amendment No. 2 to Third Amended and Restated Agreement of
                Limited Partnership (the "Partnership Agreement")
         Relating to 9.0% Series C Cumulative Redeemable Preferred Units

                  Section 1.  Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned thereto in the
Partnership Agreement. For purposes of this Amendment the term "Series C Limited
Partner" shall mean a Limited Partner holding Series C Preferred Units. The term
"Parity Preferred Units" shall be used to refer to Series A Preferred Units,
Series B Preferred Units, Series C Preferred Units (as hereafter defined) and
any class or series of Partnership Interests of the Partnership now or hereafter
authorized, issued or outstanding expressly designated by the Partnership to
rank on a parity with Series A Preferred Units or Series B Preferred Units with
respect to distributions or rights upon voluntary or involuntary liquidation,
winding-up or dissolution of the Partnership, or both, as the context may
require, whether or not the dividend rates, dividend payment dates or redemption
or liquidation prices per unit or conversion rights or exchange rights shall be
different from those of the Series A Preferred Units. The term "Series C
Priority Return" shall mean, an amount equal to 9.0% per annum, determined on
the basis of a 360 day year of twelve 30 day months (or actual days for any
month which is shorter than a full monthly period), cumulative to the extent not
distributed for any given distribution period, of the stated value of $100.00
per Series C Preferred Unit, commencing on the date of issuance of such Series C
Preferred Unit. The Partnership Agreement shall be amended to add such
definitions, and shall be further amended to add the following definition:
"Priority Returns" means the Series A Priority Return, the Series B Priority
Return and the Series C Priority Return or similar amount payable with respect
to any other Parity Preferred Units. The term "Junior Stock" means any class or
series of capital stock of the General Partner ranking junior as to the payment
of distributions or rights upon voluntary or involuntary liquidation, winding up
or dissolution of the General Partner to the Series C Preferred Stock or other
Parity Preferred Shares. The term "PTP" shall mean a "publicly traded
partnership" within the meaning of Section 7704 of the Code (as hereafter
defined). The final Paragraph in the definition of "Net Income" and "Net Loss"
in the Partnership Agreement shall be restated in its entirety as follows (new
language is underscored):

                  "Solely for purposes of allocating Net Income or Net Loss in
                  any Fiscal Year to the holders of the Parity Preferred Units,
                  items of Net Income and Net Loss, as the case may be, shall
                  not include Depreciation with respect to properties (or
                  groupings of properties selected by the General Partner using
                  any method determined by it to be reasonable) that are
                  "ceiling limited" in respect of the holders of the Parity
                  Preferred Units. For purposes of the preceding sentence,
                  Partnership property shall be considered ceiling limited in
                  respect of a holder of Parity Preferred Units if Depreciation
                  attributable to such Partnership property which would
                  otherwise be allocable to such Partner, without regard to this
                  paragraph, exceeded depreciation determined for federal income
                  tax purposes attributable to such Partnership property which
                  would otherwise be allocated to such Partner by more than 5%."




<PAGE>

                  Section 2.  Designation and Number. A series of Partnership
Units in the Partnership designated as the "9.0% Series C Cumulative Redeemable
Preferred Units" (the "Series C Preferred Units") is hereby established. The
number of Series C Preferred Units shall be 750,000.

                  Section 3.  Rank.

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

                  The last sentence of Section 4.1(a) of the Partnership
                  Agreement shall be amended to read in full as follows (new
                  language is underscored):

                  Any Partnership Interests held by the General Partner or any
                  Affiliate other than a Property Affiliate (including
                  Partnership Interests acquired under Sections 4.2, 8.6 and
                  8.7) shall be Class B Units, other than Parity Preferred
                  Units, the issuance of which has been approved by the Limited
                  Partners pursuant to Section 4.2, and any Preferred Units
                  issued pursuant to Section 4.2(b)(i).

                  Section 4.        Distributions.

                  (a)   Payment of Distributions. Subject to the rights of
holders of Parity Preferred Units, holders of Series C Preferred Units shall be
entitled to receive, out of Available Cash and Capital Transaction Proceeds,
cumulative preferential cash distributions at the rate per annum of 9.0% of the
original Capital Contribution per Series C Preferred Unit. Such distributions
shall be cumulative, shall accrue from the original date of issuance and will be
payable in cash when, as and if declared by the Partnership acting through the
General Partner, (A) quarterly in arrears, on or before March 31, June 30,
September 30 and December 31 of each year commencing on September 30, 1999 and
(B) in the event of (i) an exchange of Series C Preferred Units into Series C
Preferred Stock, or (ii) a redemption of Series C Preferred Units, on the
exchange date or redemption date, as applicable (each a "Series C 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 amounts of the distribution payable will be computed based on
the ratio of the actual number of days elapsed in the quarterly period to ninety
(90) days. If any date on which distributions are to be made on the Series C
Preferred Units is not a Business Day (as defined herein), then payment of the
distribution to be made on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding



                                       2
<PAGE>

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 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 record dates shall
be not less than ten (10) days and not more than thirty (30) Business Days prior
to the relevant Preferred Unit Distribution Payment Date (the "Series C
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.

                  Distributions Cumulative. Distributions 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 or declared.
                  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 be not less than
                  ten (10) days and not more than thirty (30) Business Days
                  prior to the payment date. Accumulated and unpaid
                  distributions will not bear interest.

                  Priority as to Distributions.
                  ----------------------------

                        (i)     So long as any Series C Preferred Units are out-
standing, 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 Interests of the Partnership ranking junior as to the
payment of distributions to Parity 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 with respect to distributions 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 as to payment of distributions 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 C Preferred Units as
to distributions, or (c) the redemption of Partnership Interests corresponding
to any Series C Preferred Stock, Parity Preferred Stock with respect to
distributions or Junior Stock to be purchased by the General Partner pursuant to
Article 5 of the Articles of Incorporation of the General Partner (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 5 of the Charter.



                                       3
<PAGE>

                  10.   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
                        with respect to distributions 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
                        classes or series of Parity Preferred Units do not have
                        cumulative distribution rights) bear to each other.

                  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 the full cumulative
                  distributions described herein.

                  Section 5.1(c) of the Partnership Agreement shall be amended
                  to read in full as follows (new language is underscored):

                  "Anything herein to the contrary notwithstanding, subject to
                  Section 4(d)(i) of Amendment No. 2 to this Agreement, no
                  Available Cash or Capital Transaction Proceeds shall be
                  distributed pursuant to Section 5.1(a), Section 5.1(b) or any
                  other provisions of this Article 5 unless all distributions
                  accumulated on all Series A Preferred Units pursuant to
                  Section 4.5 have been paid in full and unless all
                  distributions accumulated on any other outstanding Preferred
                  Units have been paid in full."

                  Section 2.        Allocations.

                  (a)   Section 6.1(a) and 6.1(b) of the Agreement are hereby
deleted and the following inserted as new Sections 6.1(a) and 6.1(b) in lieu
thereof (new language is underscored):

                           Section 6.1  Allocations of Net Income and Net Loss.
         For purposes of maintaining the Capital Accounts and in determining the
         rights of the Partners among themselves, the Partnership's Net Income
         and Net Loss shall be allocated among the Partners for each taxable
         year (or portion thereof) as provided herein below.

                           (a)  Net Income. After giving effect to the special
                  allocations set forth in Section 6.2 below, Net Income shall
                  be allocated as follows (and for this purpose, the holders of
                  Class A Units shall be treated as if they were Original
                  Limited Partners):

                                    (i)     First, one hundred percent (100%) to
                           the General Partner in an amount equal to the excess,
                           if any, of (A) the cumulative Net Losses



                                       4
<PAGE>

                           allocated to the General Partner pursuant to Section
                           6.1(b)(ix) and the last sentence of Section 6.1(b)
                           for all prior fiscal years, over (B) the cumulative
                           Net Income allocated pursuant to this Section
                           6.1(a)(i) for all prior fiscal years;

                                    (ii)    Second, one hundred percent (100%)
                           to the holders of Parity Preferred Units in an amount
                           equal to the excess, if any, of (A) the cumulative
                           Net Losses allocated to the holders of Parity
                           Preferred Units pursuant to Section 6.1(b)(viii) for
                           all prior fiscal years, over (B) the cumulative Net
                           Income allocated pursuant to this Section 6.1(a)(ii),
                           including any amounts allocated pursuant to Section
                           6.2(g) which were attributable to this Section
                           6.1(a)(ii), for all prior fiscal years;

                                    (iii)   Third, one hundred percent (100%) to
                           the Original Limited Partners in an amount equal to
                           the excess, if any, of (A) the cumulative Net Losses
                           allocated to such Partners pursuant to Section
                           6.1(b)(iv) for all prior fiscal years, over (B) the
                           cumulative Net Income allocated pursuant to this
                           Section 6.1(a)(iii) for all prior fiscal years, which
                           amount shall be allocated among such Partners in the
                           same proportions and in the reverse order as the Net
                           Losses were allocated pursuant to Section 6.1(b)(iv);

                                    (iv)    Fourth, one hundred percent (100%)
                           to the Original Limited Partners in an amount equal
                           to the excess, if any, of (A) the cumulative Net
                           Losses allocated to such Partners pursuant to Section
                           6.1(b)(iii) for all prior fiscal years, over (B) the
                           cumulative Net Income allocated pursuant to this
                           Section 6.1(a)(iv) for all prior fiscal years, which
                           amount shall be allocated among such Partners in the
                           same proportions and in the reverse order as the Net
                           Losses were allocated pursuant to Section
                           6.1(b)(iii);

                                    (v)     Fifth, one hundred percent (100%) to
                           the holders of Parity Preferred Units until the
                           holders of Parity Preferred Units have been allocated
                           an amount equal to the excess of their respective
                           cumulative Priority Returns through the last day of
                           the current fiscal year (determined without reduction
                           for distributions made to date in satisfaction
                           thereof) over the cumulative Net Income allocated to
                           the holders of Parity Preferred Units pursuant to
                           this Section 6.1(a)(v), including any amounts
                           allocated pursuant to Section 6.2(g) which were
                           attributable to this Section 6.1(a)(v), for all prior
                           periods;

                                    (vi)    Sixth, one hundred percent (100%)
                           to the Original Limited Partners until the cumulative
                           allocations of Net Income to each Original Limited
                           Partner under this Section 6.1(a)(vi) for the current
                           and all prior fiscal years equal the cumulative
                           distributions paid to the Original Limited Partner
                           pursuant to Section 5.1(a)(i) and Section 13.2(a)(iv)
                           , provided, however, in the case of Original Limited
                           Partners other than Class Z Branch Partners, no
                           allocations of Net Income shall be made under this



                                       5
<PAGE>

                           Section 6.1(a)(vi) to such Limited Partners with
                           respect to distributions made under Section 5.1(a)(i)
                           and Section 13.2(a)(iv) after the Third Amendment
                           Date;.

                                    (vii)   Seventh, one hundred percent (100%)
                           to the Original Limited Partners until the cumulative
                           allocations of Net Income to each Original Limited
                           Partner under this Section 6.1(a)(vii) for the
                           current and all prior fiscal years equal the sum of
                           the cumulative amounts credited to such Partner's
                           Cumulative Unpaid Priority Distribution Account and
                           Cumulative Unpaid Accrued Return Account for the
                           current and all prior fiscal years, provided,
                           however, in the case of Original Limited Partners
                           other than Class Z Branch Partners, no allocations of
                           Net Income shall be made under this Section
                           6.1(a)(vii) with respect to amounts credited to such
                           Partners' Cumulative Unpaid Priority Distribution
                           Accounts and Cumulative Unpaid Accrued Return
                           Accounts after the Third Amendment Date;

                                    (viii)  Eighth, one hundred percent (100%)
                           to the Additional Limited Partners in an amount equal
                           to the excess, if any, of (A) the cumulative Net
                           Losses allocated to the Additional Limited Partners
                           pursuant to Section 6.1(b)(vii) for all prior fiscal
                           years, over (B) the cumulative Net Income allocated
                           pursuant to this Section 6.1(a)(viii) for all prior
                           fiscal years, which amount shall be allocated among
                           the Additional Limited Partners in the same
                           proportions and in the reverse order as the Net
                           Losses were allocated pursuant to Section
                           6.1(b)(vii);

                                    (ix)    Ninth, one hundred percent (100%) to
                           the Additional Limited Partners in an amount equal to
                           the excess, if any of (A) the cumulative Net Losses
                           allocated to the Additional Limited Partners pursuant
                           to Section 6.1(b)(vi) for all prior fiscal years,
                           over (B) the cumulative Net Income allocated pursuant
                           to this Section 6.1(a)(ix) for all prior fiscal
                           years, which amount shall be allocated among such
                           Partners in the same proportions and in the reverse
                           order as the Net Losses were allocated pursuant to
                           Section 6.1(b)(vi);

                                    (x)     Tenth, one hundred percent (100%) to
                           the Additional Limited Partners until the cumulative
                           allocations of Net Income to each Additional Limited
                           Partner under this Section 6.1(a)(x) for the current
                           and all prior fiscal years equal the cumulative
                           distributions paid to the Additional Limited Partners
                           pursuant to Section 5.1(a)(iv) and Section
                           13.2(a)(v), provided, however, in the case of
                           Additional Limited Partners other than Class Z
                           Midland Partners, no allocations of Net Income shall
                           be made under this Section 6.1(a)(x) to such Limited
                           Partners with respect to distributions made under
                           Section 5.1(a)(iv) and Section 13.2(a)(v) after the
                           Third Amendment Date;



                                       6
<PAGE>

                                    (xi)    Eleventh, one hundred percent (100%)
                           to the Additional Limited Partners until the
                           cumulative allocations of Net Income to each
                           Additional Limited Partner under this Section
                           6.1(a)(xi) for the current and all prior fiscal years
                           equal the sum of (A) the cumulative amounts credited
                           to such Partner's Cumulative Unpaid Priority
                           Distribution Account and Cumulative Unpaid Accrued
                           Return Account for the current and all prior fiscal
                           years and (B) the cumulative Net Losses allocated to
                           the Additional Limited Partner pursuant to Section
                           6.1(b)(v) for all prior fiscal years, provided,
                           however, in the case of Additional Limited Partners
                           other than Class Z Midland Partners, no allocation of
                           Net Income shall be made under this Section
                           6.1(a)(xi) with respect to amounts credited to such
                           Partners' Cumulative Unpaid Priority Distribution
                           Accounts and Cumulative Unpaid Accrued Return
                           Accounts after the Third Amendment Date; and

                                    (xii)   Thereafter, to the Original and
                           Additional Limited Partners other than Class Z Branch
                           Partners or Class Z Midland Partners, to the General
                           Partner and to any other holders of Class B Units,
                           pro rata in accordance with the relative amounts of
                           Available Cash and Capital Transaction Proceeds
                           distributed to each of them during the taxable year.

                           (b)  Net Losses.  After giving effect to the special
                  allocations set forth in Section 6.2 below, Net Losses shall
                  be allocated as follows:

                                    (i)     First, one hundred percent (100%) to
                           the Original and Additional Limited Partners other
                           than Class Z Branch Partners or Class Z Midland
                           Partners, to the General Partner and the Class B Unit
                           holders in an amount equal to the excess, if any, of
                           (A) the cumulative Net Income allocated pursuant to
                           Section 6.1(a)(xii) hereof for all prior fiscal years
                           in excess of distributions of Available Cash to such
                           Partners for which no corresponding allocation of Net
                           Income had been made (or is required to be made)
                           under Sections 6.1(a)(i)-(xi) hereof, over (B) the
                           cumulative Net Losses allocated pursuant to this
                           Section 6.1(b)(i) for all prior fiscal years;

                                    (ii)    Second, to the Original Limited
                           Partners until the cumulative allocations of Net
                           Losses under this Section 6.1(b)(ii) equal the
                           excess, if any, of the cumulative allocations of Net
                           Income under Section 6.1(a)(vii) to such Partners for
                           all prior fiscal years over the cumulative
                           distributions to such Partners under Section
                           5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii)
                           for the current and all prior fiscal years (such
                           allocation being made in proportion to such Partners'
                           respective excess amounts);

                                    (iii)   Third, to the Original Limited
                           Partners with positive Adjusted Capital Account
                           balances (determined, solely for purposes of this
                           Section 6.1(b)(iii), without regard to any obligation
                           of a Partner to


                                       7
<PAGE>

                           restore a negative Capital Account under Section
                           13.4), in proportion to such balances, until such
                           balances are reduced to zero;

                                    (iv)    Fourth, to the Original Limited
                           Partners in proportion to their relative Percentage
                           Interests; provided, however, that to the extent that
                           an allocation under this Section 6.1(b)(iv) would
                           cause or increase an Adjusted Capital Account Deficit
                           for such Partner, such Net Loss shall be allocated to
                           those Original Limited Partners (in proportion to
                           their relative Percentage Interests) for whom such
                           allocation would not cause or increase an Adjusted
                           Capital Account Deficit;

                                    (v)     Fifth, to the Additional Limited
                           Partners until the cumulative allocations of Net
                           Losses under this Section 6.1(b)(v) equal the excess,
                           if any, of the cumulative allocations of Net Income
                           under Section 6.1(a)(xi) to such Partners for all
                           prior fiscal years over the cumulative distributions
                           to such Partners under Section 5.1(a)(v) and (vi) and
                           Section 5.1(b)(iii) and (iv) for the current and all
                           prior fiscal years (such allocation being made in
                           proportion to such Partners' respective excess
                           amounts);

                                    (vi)    Sixth, to the Additional Limited
                           Partners with positive Adjusted Capital Accounts
                           balances (determined, solely for purposes of this
                           Section 6.1(b)(vi), without regard to any obligation
                           of a Partner to restore a negative Capital Account
                           under Section 13.4), in proportion to such balances,
                           until such balances are reduced to zero;

                                    (vii)   Seventh, to the Additional Limited
                           Partners in proportion to their relative Percentage
                           Interests; provided, however, that to the extent that
                           an allocation under this Section 6.1(b)(vii) would
                           cause or increase an Adjusted Capital Account Deficit
                           for such Partner, such Net Loss shall be allocated to
                           those Additional Limited Partners (in proportion to
                           their relative Percentage Interests) for whom such
                           allocation would not cause or increase an Adjusted
                           Capital Account Deficit;

                                    (viii)  Eighth, to the holders of Parity
                           Preferred Units until their respective Adjusted
                           Capital Account Balance (determined, solely for
                           purposes of this Section 6.1(b)(viii), without regard
                           to any obligation of a Partner to restore a negative
                           Capital Account under Section 13.4), has been reduced
                           to zero; and

                                    (ix)    Any remaining Net Loss shall be
                           allocated to the General Partner and any other
                           holders of Class B Units.

                  Notwithstanding the foregoing, Net Losses shall not be
allocated to any Limited Partner pursuant to this Section 6.1(b)(ix) to the
extent that such allocation would cause such Limited Partner to have an Adjusted
Capital Account Deficit at the end of such taxable year (or increase any
existing Adjusted Capital Account Deficit). All Net Losses in excess of the


                                       8
<PAGE>

limitations set forth in the preceding sentence of this Section 6.1(b) shall be
allocated to the General Partner.

                  Section 6.2(g) of the Agreement is hereby deleted and the
                  following inserted as new Section 6.2(g) in lieu thereof (new
                  language is underscored):

                           (g)  Capital Account Adjustments. Notwithstanding
                  anything herein to the contrary other than the last sentence
                  of Section 14.1(g), any gain or loss arising from an
                  adjustment to the Gross Asset Value of any Partnership asset
                  pursuant to clause (b) or (c) of the definition thereof shall
                  be allocated (i) first, to the holders of the Parity Preferred
                  Units, but only to the extent that they would have been
                  allocated such gain pursuant to Section 6.1(a)(ii) or Section
                  6.1(a)(v) of this Agreement or such loss pursuant to Section
                  6.1(b)(viii) of this Agreement, as applicable, if such gain or
                  loss had been actually realized; and (ii) second, and subject
                  to Section 6.2(h) hereof, one hundred percent (100%) of the
                  remainder of such gain or loss to the General Partner and the
                  Additional Limited Partners (other than holders of Parity
                  Preferred Units) pro rata in accordance with the relative
                  number of Units held by each; provided, however, that for this
                  purpose, the General Partner shall be treated as owning all of
                  the outstanding Class A Units and all of the outstanding
                  Original Limited Partnership Units in addition to the actual
                  number of Units which the General Partner holds. An Additional
                  Limited Partner (except for holders of Parity Preferred
                  Units), at the time of admission to the Partnership, may elect
                  with the consent of the General Partner to not receive special
                  allocations of any gain or loss resulting from such
                  adjustments.

                  Section 3.  Liquidation Preference.

                  (a)   Payment of Liquidating Distributions. Subject to the
rights of holders of Parity Preferred Units with respect to rights upon any
voluntary or involuntary liquidation, dissolution or winding-up of the
Partnership and subject to Partnership Interests ranking senior to the Series C
Preferred Units with respect to rights upon any voluntary or involuntary
liquidation, dissolution or winding up of the Partnership, the holders 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
any class or series of Partnership Interest that ranks junior to the Series C
Preferred Units as to rights upon liquidation, dissolution or winding-up of the
Partnership, an amount equal to a liquidation preference equal to their positive
Capital Account balances, determined after taking into account all Capital
Account adjustments for the Partnership taxable year during which the liquida-
tion occurs, including the allocation of Net Income or Net Loss (and any
specially allocated items) computed after adjusting the Gross Asset Values of
the Partnership's assets immediately prior to any such liquidation if failure to
make such adjustment to the Gross Asset Values would have an adverse economic
impact the Series C Preferred Units (other than those made as a result of the
liquidating distribution set forth in this Section 6(a)). In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding-up, there
are insufficient assets to permit full payment of liquidating distributions to
the holders of Series C Preferred Units and any Parity Preferred Units as to
rights upon liquidation, dissolution or winding-up of the Partnership, all


                                       9
<PAGE>

payments of liquidating distributions 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 Unit 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.

                  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.

                  No Further Rights. After payment of the full amount of the
                  liquidating distributions 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.

                  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.

                  Section 4.        Optional Redemption.

                  (a)   Right of Optional Redemption. The Series C Preferred
Units may not be redeemed prior to the fifth anniversary of the issuance date.
On or after such date, the Partnership shall have the right to redeem the Series
C Preferred Units, in whole or in part, at any time or from time to time, upon
not less than 30 nor more than 60 days' written notice, at a redemption price,
payable in cash, equal to the Capital Account balance of the holder of Series C
Preferred Units (the "Redemption Price"); provided, however, that no redemption
pursuant to this Section 7 will be permitted if such Redemption Price does not
equal or exceed the original Capital Contribution of such holder plus the
cumulative Series C Priority Return, whether or not declared, to the redemption
date to the extent not previously distributed or distributed on the redemption
date pursuant to Section 4(a). If fewer than all of the outstanding Series C
Preferred Units are to be redeemed, the Series C Preferred Units to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
units).

                  Limitation on Redemption.
                  ------------------------

                        (i)     The Redemption Price of the Series C Preferred
Units (other than the portion thereof consisting of accumulated but unpaid
distributions) will be payable solely out


                                       10
<PAGE>

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 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.

                  11.   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.

                  Procedures for Redemption.
                  -------------------------

                        (i)     Notice of redemption will be (i) faxed, and (ii)
mailed by the Partnership, by certified mail, postage prepaid, not less than 30
nor more than 60 days prior to the redemption date, addressed to the respective
holders of record of the Series 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: (i) the redemption date, (ii) the Redemption Price,
(iii) the aggregate number of Series C Preferred Units to be redeemed and if
fewer than all of the outstanding Series C Preferred Units are to be redeemed,
the number of Series C Preferred Units to be redeemed held by such holder, which
number shall equal such holder's pro rata share (based on the percentage of the
aggregate number of outstanding Series C Preferred Units the total number of
Series C Preferred Units held by such holder represents) of the aggregate number
of Series C Preferred Units to be redeemed, (iv) the place or places where such
Series C Preferred Units are to be surrendered for payment of the Redemption
Price, (v) that distributions on the Series C Preferred Units to be redeemed
will cease to accumulate on such redemption date and (vi) that payment of the
Redemption Price will be made upon presentation and surrender of such Series C
Preferred Units.

                  12.   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 Redemption Price and will give
                        irrevocable instructions and authority to pay such
                        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.  If the Series C Preferred Units
                        are evidenced by a certificate and if fewer than all
                        Series C Preferred Units evidenced by any certificate
                        are being redeemed, a new certificate shall be issued
                        upon surrender of the certificate evidencing all Series
                        C Preferred Units, evidencing the unredeemed Series C
                        Preferred Units without cost to the holder thereof.  On
                        and after the date of redemption, distributions will
                        cease to accumulate


                                       11
<PAGE>

                        on the Series C Preferred Units or portions thereof
                        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 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 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 be considered the date fixed for redemption
                        for purposes of calculating the applicable Redemption
                        Price.

                  Section 5.        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 otherwise expressly set
forth in the Partnership Agreement and except as set forth below.

                  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 of the
                  Partnership into such Partnership Interest, or create,
                  authorize or issue any obligations or security convertible
                  into or evidencing the right to purchase any such Partnership
                  Interest, (ii) authorize or create, or increase the authorized
                  or issued amount of any Parity Preferred Units or reclassify
                  any Partnership Interest of the Partnership into any such
                  Partnership Interest or create, authorize or issue any
                  obligations or security convertible into or evidencing the
                  right to purchase any such Partnership Interests but only to
                  the extent such Parity Preferred Units are issued to an
                  affiliate of the Partnership, other than (A) Security Capital
                  U.S. Realty, Security Capital Holdings, S.A. or their
                  affiliates or (B) the General Partner to the extent the
                  issuance of such interests was to allow the General Partner to
                  issue corresponding preferred stock to persons who are not
                  affiliates of the Partnership 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 (including without limitation this
                  Amendment No. 2 to Third Amended and Restated Agreement of
                  Limited Partnership), whether by merger, consolidation or
                  otherwise, in each case in a manner that would materially and
                  adversely affect the powers, special rights, preferences,
                  privileges or voting power of the Series C Preferred Units or
                  the


                                       12
<PAGE>

                  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 (a)
                  the Partnership is the surviving entity and the Series C
                  Preferred Units remain outstanding with the terms thereof
                  unchanged, or (b) the resulting, surviving or transferee
                  entity is a partnership, limited liability company or other
                  pass-through entity organized under the laws of any state and
                  substitutes 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, redemptions, transfers, 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 C Preferred Units and no vote of
                  the Series C Preferred Units shall be required in such case;
                  and provided further than any increase in the amount of
                  Partnership Interests or the creation or issuance of any other
                  class or series of Partnership Interests, in each case ranking
                  (a) junior to the Series C Preferred Units with respect to
                  payment of distributions and the distribution of assets upon
                  liquidation, dissolution or winding-up, or (b) on a parity to
                  the Series C Preferred Units with respect to payment of
                  distributions and the distribution of assets upon liquidation,
                  dissolution or winding-up to the extent such Partnership
                  Interests are not issued to an affiliate of the Partnership,
                  other than (A) Security Capital U.S. Realty, Security Capital
                  Holdings, S.A. or their affiliates or (B) the General Partner
                  to the extent the issuance of such interests was to allow the
                  General Partner to issue corresponding preferred stock to
                  persons who are not affiliates of the Partnership, shall not
                  be deemed to materially and adversely affect such rights,
                  preferences, privileges or voting powers and no vote of the
                  Series C Preferred Units shall be required in such case.

                  Section 6.        Transfer Restrictions.

                  (a)   The Series C Preferred Units shall be subject to the
provisions of Article 11 of the Partnership Agreement.

                  No transfer of the Series C Preferred Units may be made
                  without the consent of the General Partner, which consent may
                  be given or withheld in its sole and absolute discretion, if
                  such transfer would result in more than four partners holding
                  all outstanding Series C Preferred Units within the meaning of
                  Treasury Regulation Section 1.7704-1(h)(1)(ii) (without regard
                  to Treasury Regulation Section 1.7704-1(h)(3)(ii)); provided,
                  however, that the General Partner's consent may not be
                  unreasonably withheld if (a) such transfer would not result in
                  more than four (4) partners holding all outstanding Series C
                  Preferred Units within the meaning of such Treasury Regulation
                  Sections or (b) the General Partner is relying on a provision
                  other than Treasury Regulation Section 1.7704-1(h) to avoid
                  classification of Operating Partnership as a PTP. In addition,
                  no transfer may be made to any person if such transfer would
                  cause the exchange of the Series C Preferred Units for Series
                  C Preferred Shares, as provided herein, to be required to be
                  registered under the Securities Act, or any state securities
                  laws.


                                       13
<PAGE>

                  Section 7.        Exchange Rights.

                  (a)   Right to Exchange.

                        (i)     Series C Preferred Units will be exchangeable in
whole or in part at anytime on or after the tenth anniversary of the date of
issuance, at the option of the holders thereof, for authorized but previously
unissued shares of 9.0% 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 "Exchange Price"), provided that the Series C
Preferred Units will become exchangeable at any time, in whole or in part, at
the option of the holders of Series C Preferred Units for Series C Preferred
Stock if (y) at any time full distributions shall not have been timely made on
any Series C Preferred Unit with respect to six (6) 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 (2) Business Days after the applicable 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 (z) upon receipt by a holder or holders of Series C Preferred
Units of (A) notice from the General Partner that the General Partner or a
subsidiary of the General Partner has become aware of facts that will or likely
will cause the Partnership to become a PTP and (B) an opinion rendered by an
outside nationally recognized independent counsel familiar with such matters
addressed to a holder or holders of Series C Preferred Units, that the Partner-
ship 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 C Preferred
Units may be exchanged for Series C Preferred Stock, in whole or in part, at the
option of any holder prior to the tenth anniversary of the issuance date and
after the third anniversary thereof if such holder of a Series C Preferred Units
shall deliver to the General Partner either (i) a private ruling letter
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(e) of the Internal Revenue Code of 1986, as amended (the "Code") for
purposes of determining whether the 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. Furthermore, the Series C Preferred Units may be
exchanged in whole or in part for Series C Preferred Shares at any time after
the date hereof, if both (1) the holder thereof concludes based on results or
projected results that there exists (in the reasonable judgment of the holder) a
material risk that the holder's interest in the Partnership does or will
represent more than 19.5% of the total profits or capital interests in the
Partnership (determined in accordance with Treasury Regulations Section
1.731-2(e)(4)) for a taxable year, and (2) the holder delivers to the General
Partner an opinion of nationally recognized independent counsel to the effect
that there is a material risk that the holder's interest in the Partnership does
or will represent more than 19.5% of the total profits or capital interests in
the Partnership (determined in accordance with Treasury Regulations Section
1.731(e)(4)) for a taxable year. In addition, Series C Preferred Units, if the
holder thereof so determines, may be exchanged in whole or in part for Series C
Preferred Stock at any time after the date hereof, if (1) the holder concludes
(in the reasonable judgment of the holder) that less than 90% of the


                                       14
<PAGE>

gross income of the Partnership for any taxable year will or likely will
constitute "qualifying income" within the meaning of Section 7704(d) of the Code
and (2) the holder delivers to the General Partner an opinion of nationally
recognized independent counsel to the effect that less than 90% of the gross
income of the Partnership for a taxable year will or likely will constitute
"qualifying income" within the meaning of Section 7704(d) of the Code.

                  13.   Notwithstanding anything to the contrary set forth in
                        Section 10(a)(i), if an 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 C Preferred Units for cash in an
                        amount equal to the holder's positive Capital Account
                        balance as apportioned with respect to such redeemed
                        Units, determined after adjusting the holder's Capital
                        Account for its allocable share of the Partnership's Net
                        Income or Net Loss (and specially allocated items) up to
                        the redemption date computed after adjusting the Gross
                        Asset Values of the Partnership's assets immediately
                        prior to such redemption if failure to make such adjust-
                        ment to Gross Asset Values would have an adverse
                        economic impact the Series C Preferred Units.  The
                        General Partner may exercise its option to redeem the
                        Series C Preferred Units for cash pursuant to this
                        Section 10(a)(ii) by giving each holder of record of
                        Series C Preferred Units notice of its election to
                        redeem for cash, within five (5) Business Days after
                        receipt of the Exchange Notice, by (i) fax, and (ii)
                        registered mail, postage paid, at the address of each
                        holder as it may appear on the records of the Partner-
                        ship stating (i) the redemption date, which shall be no
                        later than sixty (60) days following the receipt of the
                        Exchange Notice, (ii) the redemption price, (iii) the
                        place or places where the Series C Preferred Units are
                        to be surrendered for payment of the redemption price,
                        (iv) that distribution on the Series C Preferred Units
                        will cease to accrue on such redemption date; (v) that
                        payment of the redemption price will be made upon
                        presentation and surrender of the Series C Preferred
                        Units and (vi) the aggregate number of Series C
                        Preferred Units to be redeemed, and if fewer than all of
                        the outstanding Series C Preferred Units are to be
                        redeemed, the number of Series C Preferred Units to be
                        redeemed held by such holder, which number shall equal
                        such holder's pro-rata share (based on the percentage of
                        the aggregate number of outstanding Series C Preferred
                        Units the total number of Series C Preferred Units held
                        by such holder represents) of the aggregate number of
                        Series C Preferred Units being redeemed.

                  14.   Upon the occurrence of an event giving rise to exchange
                        rights pursuant to Section 10(a)(i), in the event an
                        exchange of all or a portion of Series C Preferred Units
                        pursuant to Section 10(a)(i) would violate the ownership
                        limitation provisions of the General Partner set forth
                        in Article 5 of the Charter, the General Partner shall
                        give written notice thereof to each holder of record of
                        Series C Preferred Units, within five (5) Business Days
                        following receipt of the Exchange Notice, by (i) fax,
                        and (ii) registered


                                       15
<PAGE>

                        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 be entitled to exchange, pursuant to the
                        provisions of Section 10(b) a number of Series C
                        Preferred Units which would comply with the ownership
                        limitation provisions of the General Partner set forth
                        in such Article 5 of the Charter 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 original Capital Contribution per
                        Excess Unit, plus any accrued and unpaid distributions
                        thereon, whether or not declared, to the date of
                        redemption.  The written notice of the General Partner
                        shall state (i) the number of Excess Units held by such
                        holder, (ii) the redemption price of the Excess Units,
                        (iii) the date on which such Excess Units shall be
                        redeemed, which date shall be no later than sixty (60)
                        days following the receipt of the Exchange Notice, (iv)
                        the place or places where such Excess Units are to be
                        surrendered for payment of the Redemption Price, (v)
                        that distributions on the Excess Units will cease to
                        accrue on such redemption date, and (vi) 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 (i) the
                        widely held nature of the interests in such holder,
                        sufficient to assure the General Partner that the
                        holder's ownership of stock of the General Partner
                        (without regard to the limits described above) will not
                        cause any individual to own in excess of 9.8% of the
                        stock of the General Partner, to the extent such holder
                        can reasonably make such representation; and (ii) to the
                        extent such holder can so represent and covenant without
                        obtaining information from its owners, the holder's
                        ownership of tenants of the Partnership and its
                        affiliates.

                  Notwithstanding any provision of this Agreement to the
contrary, no Series C Limited Partner shall be entitled to effect an exchange of
Series C Preferred Units for Series C Preferred Stock to the extent that
ownership or right to acquire such shares would cause the Partner or any other
Person or, in the opinion of counsel selected by the General Partner, may cause
the Partner or any other Person, to violate the restrictions on ownership and
transfer of Series C Preferred Stock set forth in the Charter. To the extent any
such attempted exchange for Series C Preferred Stock would be in violation of
the previous sentence, it shall be void ab initio and such Series C Limited
Partner shall not acquire any rights or economic interest in the Series C
Preferred Stock otherwise issuable upon such exchange.

                  15.   The redemption of Series C Preferred Units described
                        in Section 10(a)(ii) and (iii) shall be subject to
                        the provisions of Section 7(b)(i) and Section
                        7(c)(ii); provided, however, that for purposes hereof
                        the term "Redemption Price" in Sections 7(b)(i) and
                        7(c)(ii) shall be read to mean the original Capital
                        Contribution per Series C Preferred Unit being
                        redeemed plus all accrued and unpaid distributions to
                        the redemption date.


                                       16
<PAGE>

                  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 (i) fax and (ii) by
certified mail postage prepaid. Upon request of the General Partner, such holder
delivering the Exchange Notice shall provide to the General Partner in writing
such information as the General Partner may reasonably request to determine
whether any portion of the exchange by the delivering holder will result in the
violation of the restrictions of Article 5 of the Charter, including the Owner-
ship Limit and the Related Tenant Limit. The exchange of Series C Preferred
Units, or a specified portion thereof, may be effected after the fifth (5th)
Business Day following receipt by the General Partner of the Exchange Notice and
such requested information 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 121 West Forsyth Street, Suite 200, Jacksonville, Florida 32202. Each
exchange will be deemed to have been effected immediately prior to the close of
business on the date on which such Series 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
Exchange Price shall have been paid. Any Series C Preferred Shares issued
pursuant to this Section 10 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.

                  16.   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 distributions which are not paid pursuant to Section 4(a) hereof, whether
or not declared, to the date of exchange on any Series C Preferred Units
tendered for exchange shall (i) accrue and be payable by the General Partner
from and after the date of exchange on the shares of the Series C Preferred
Stock into which such Series C Preferred Units are exchanged, and (ii) 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 out of
Available Cash or Capital Transaction Proceeds of the Partnership with respect
to any Series C Preferred Units so exchanged.

                  17.   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.


                                       17
<PAGE>

                  Adjustment of Series C Exchange Price. 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 receivable
                  (including cash or any combination thereof) upon the
                  consummation of such transaction by a holder of that number 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 8. No Conversion Rights. The holders of the Series C
Preferred Units shall not have any rights to convert such Partnership Units into
any other class of Partnership Interests or any other interest in the
Partnership.

                  Section 9.  No Sinking Fund.  No sinking fund shall be
established for the retirement or redemption of the Series C Preferred Units.

                  Section 10. Miscellaneous.

                  (a)   The terms "Original Limited Partnership Units," "Class B
Units," "Class 2 Units," "Class Z Branch Partners," "Class Z Midland Partners,"
"Additional Limited Partners," "Common Units," "General Partner Units" and
"Percentage Interest" in the Partnership Agreement shall not be deemed to
include the Series C Preferred Units. The terms "Limited Partnership Interest"
and "Partnership Interest" shall be deemed to include the Series C Preferred
Units.

                  Exhibit A to the Partnership Agreement is hereby amended to
                  include the Series C Preferred Units as Limited Partnership
                  Interests.

                  Section 7.1(h) of the Partnership Agreement is hereby amended
                  to include the Series C Priority Return Amount.

         Nothing contained in Section 8.4 or the last sentence of Section 13.6
of the Partnership Agreement shall be deemed to limit the issuance of, and
provisions applicable to, the Series C Preferred Units.

         Notwithstanding anything to the contrary contained in Section 8.6 of
the Partnership Agreement, in no event shall the rights of the holders of the
Series C Preferred Units set forth in Section 10 of this Agreement be
subordinate to the Redemption Rights set forth in Section 8.6 of the Partnership
Agreement.

         All references to Section 4.5(f) and Section 4.5(f)(ii) shall be deemed
to include a reference to Section 8 and Section 8(b) hereof, respectively.


                                       18
<PAGE>

         Simultaneously with the effectiveness of the Fourth Amended Agreement,
this Amendment No. 2 to the Partnership Agreement shall be deemed Amendment No.
2 to the Fourth Amended Agreement, mutatis mutandis, and the Series C Preferred
Units shall continue to be outstanding upon the terms and conditions set forth
herein.

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


                                       19
<PAGE>

                                       GENERAL PARTNER

                                       Regency Realty Corporation

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

                                       CONTRIBUTOR

                                       GOLDMAN SACHS 1999 EXCHANGE
                                       PLACE FUND, L.P.

                                       By:  Goldman Sachs Management Partners,
                                            L.P., as its general partner

                                       By:  Goldman Sachs Management, Inc.,
                                            as its general partner

                                       By: ___________________________
                                           Name: Elizabeth C. Groves
                                           Title:   Vice President

                                       SECURITY CAPITAL U.S. REALTY


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       SECURITY CAPITAL HOLDINGS S.A.


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



                                       ARDEN SQUARE HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



<PAGE>

                                       BLOSSOM VALLEY HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       COOPER STREET PLAZA HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       DALLAS HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       EL CAMINO HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       FRIARS MISSION HOLDINGS SARL


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



<PAGE>

                  Series C Amendment to Partnership Agreement
                              Regency Centers, L.P.
           Amendment No. 3 to Third Amended and Restated Agreement of
                               Limited Partnership
        Relating to 9.125% Series D Cumulative Redeemable Preferred Units


                  This Amendment No. 3 (this "Amendment") to the Third Amended
and Restated Agreement of Limited Partnership, dated as of September 1, 1999 (as
amended through the date hereof, the "Partnership Agreement"), of Regency
Centers, L.P., a Delaware limited partnership (the "Partnership"), is made as of
the 29th day of September, 1999 by Regency Realty Corporation, Inc., a Florida
corporation, as general partner (the "General Partner"), and the undersigned
Limited Partners that are being admitted to the Partnership on the date hereof.

                              W I T N E S S E T H:
                               - - - - - - - - - -

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

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

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

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

                  Section 1.  Amendments to Article 1 - Defined Terms.

                  (a)   New Definitions

                  The following terms are hereby added to Article 1 in their
correct alphabetical order"

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

                  "Series D Exchange Notice" has the meaning set forth in
Section 4.8(g)(ii)(A).

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

                  "Series D Preferred Partner" means the Limited Partners who
received Series D Preferred Units and also include any permitted transferee of a
Series D Preferred Partner pursuant to Section 11.3 and the General Partner or
any Affiliate of Regency upon exchange or redemption of the Series D Preferred
Units pursuant to Section 4.8.




<PAGE>

                  "Series D Preferred Stock" has the meaning set forth in
Section 4.8(g)(i)(A).

                  "Series D Preferred Units" means the Partnership Interest in
the Partnership issued pursuant to Section 4.2 and Section 4.8 hereof
representing 9.125% Series D Cumulative Redeemable Preferred Units. The term
"Series D Preferred Unit" does not include or refer to any Original Limited
Partnership Units, Additional Units or Class B Units.

                  "Series D Preferred Unit Distribution Payment Date" has the
meaning set forth in Section 4.8(c)(i).

                  "Series D Preferred Unit Partnership Record Date" has the
meaning set forth in Section 4.8(c)(i).

                  "Series D Priority Return" means an amount equal to 9.125% per
annum, determined on the basis of a 360 day year of twelve 30 day months (or
actual days for any month which is shorter than a full monthly period),
cumulative to the extent not distributed for any given distribution period, of
the stated value of $100 per Series D Preferred Unit, commencing on the date of
issuance of such Series D Preferred Unit.

                  "Series D Redemption Price" has the meaning set forth in
Section 4.8(e)(i).

                  (b)   Amendment to Existing Definitions

                  (i)   All references in Article I and elsewhere in the
Partnership Agreement to: "Excess Units", "Exchange Notice", "Exchange Price",
"Preferred Unit Distribution Payment Date", "Preferred Unit Partnership Record
Date" and "Priority Return" shall be deemed references to "Series A Excess
Units", "Series A Exchange Notice", "Series A Exchange Price", "Series A
Preferred Unit Distribution Payment Date", "Series A Preferred Unit Partnership
Record Date" and "Series A Priority Return" respectively.

                  (ii)  The definition of "Percentage Interest" is hereby
amended by deleting the words "Adjusted Series A Preferred Units" each time such
words appear in said definition.

                  (iii) The definition of "Adjusted Series A Preferred Units" is
hereby deleted.

                  Section 2.  Section 4.1 - Capital Contributions of Series A
Preferred Partners and Series D Preferred Partners.

                  Section 4.1(d) of the Partnership Agreement is hereby deleted
and the following inserted in lieu thereof:

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



                                       2
<PAGE>

Additional Units, Common Units, the Class 2 Units and the Class B Units . The
number of Series D Preferred Units issued to the Series D Preferred Partners is
set forth on Exhibit A."

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

                  (a)   Section 4.2(a) is hereby amended by inserting the words
"and Section 4.8(f)(ii)" after the reference to "Section 4.5 (f)(ii)" in the
third sentence thereof.

                  (b)   Section 4.2(b)(i) is hereby amended by inserting the
words "and Section 4.8(f)(ii)" after the reference to "Section 4.5 (f)(ii)" in
the first line thereof.

                  Section 4.  Section 4.5

                  (a)   Section 4.5(c)(i) is hereby amended by (i) inserting the
parenthetical "(such quarterly periods to be the quarterly periods ending on the
dates specified in this sentence)" after the first reference to "quarterly" in
clause (A) in the second sentence thereof; and (ii) deleting the words "computed
on the basis of the actual number of days elapsed in such a 30-day month" in the
third sentence thereof and inserting "computed on the basis of the ratio of the
actual number of days elapsed in such quarterly period to ninety (90) days"
therefor.

                  (b)   Section 4.5(c)(iv)(A) is hereby amended by deleting it
in its entirety and inserting the following in lieu thereof:

                          "(A)  So long as any Series A Preferred Units are
                  outstanding, no distribution of cash or other property shall
                  be authorized, declared, paid or set apart for payment on or
                  with respect to any class or series of Junior Units as to
                  distributions, nor shall any cash or other property be set
                  aside for or applied to the purchase, redemption or other
                  acquisition for consideration of any Series A Preferred Units,
                  any Parity Preferred Units as to distributions or any Junior
                  Units, unless, in each case, all distributions accumulated on
                  all Series A Preferred Units and all classes and series of
                  outstanding Parity Preferred Units as to distributions 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
                  Junior Units, or (c) the redemption of Partnership Interests
                  corresponding to any Series A Preferred Stock, Parity
                  Preferred Stock or Junior Stock to be purchased by the General
                  Partner pursuant to Article 5 of the Articles of Incorporation
                  to preserve the General Partner's status as a real estate
                  investment trust, provided that such redemption shall be upon
                  the same terms as the corresponding purchase pursuant to
                  Article 5 of the Articles of Incorporation."

                  (c)   Section 4.5(d)(i) is hereby amended by (A) deleting the
words "and (ii) an amount equal to any accumulated and unpaid distributions
thereon, whether or not declared, to the date of payment" from the end of the
first sentence and deleting the reference to "(i)" after the words "an amount
equal to the sum of" in that sentence and (B) inserting the words "(including
all accumulated and unpaid distributions, whether or not declared, to the date
of payment to the



                                       3
<PAGE>

extent not previously credited to such Capital Account balances)" after the
words "Capital Account balances" in the former clause (i) thereof.

                  (d)   Section 4.5(f)(ii) is hereby amended by inserting the
words "if issued upon arm's length terms in the good faith determination of the
board of directors of the General Partner" after the words "Security Capital" in
clause (B)(I) thereof.

                  (e)   The last sentence of Section 4.5(g)(i)(A) is hereby
deleted and the following inserted in lieu thereof:

         "Furthermore, the Series A 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 A Preferred Stock (but only if the exchange in whole may be
         accomplished consistently with the ownership limitations set forth
         under Article 5 of the Articles of Incorporation (taking into account
         exceptions thereto)) if at any time (i) the Partnership reasonably
         determines that the assets and income of the Partnership for a taxable
         year after 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 A 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
         A Preferred Units would fail to maintain qualification as a real estate
         investment trust.

                  (f)   The following Section 4.5(g)(iii)(C) is hereby added to
the Partnership Agreement:

         (C) So long as a Preferred Partner or any of its permitted successors
         or assigns holds any Series A Preferred Units as the case may be, the
         General Partner shall not, without the affirmative vote of the holders
         of at least two-thirds of the Series A Preferred Units (excluding any
         Series A Preferred Units surrendered to the General Partner in exchange
         for Series A Preferred Stock) and Series A Preferred Stock (voting
         together as a class based on the number of shares into which such
         Series A Preferred Units are then convertible) outstanding at the time:
         (a) designate or create, or increase the authorized or issued amount
         of, any class or series of shares ranking senior to the Series A
         Preferred Stock with respect to the payment of distributions or rights
         upon liquidation, dissolution or winding-up or reclassify any
         authorized shares of the General Partner into any such shares, or
         create, authorize or issue any obligations or securities convertible
         into or evidencing the right to purchase any such shares; (b) designate
         or create, or increase the authorized or issued amount of, any Parity
         Preferred Stock or reclassify any authorized shares of the General
         Partner into any such shares, or create, authorize or issue any
         obligations or security convertible into or evidencing the right to
         purchase any such shares, but only to the extent that such Parity
         Preferred Stock are issued to an Affiliate of



                                       4
<PAGE>

         the General Partner other than (A) Security Capital U.S. Realty,
         Security Capital Holdings, S.A. or their affiliates (if issued on arm's
         length terms in the good faith determination of the board of directors
         of the General Partner), or (B) the General Partner to the extent the
         issuance of such interests was to allow the General Partner to issue
         corresponding preferred stock in the same transaction to persons who
         are not affiliates of the Partnership; (c) amend, alter or repeal the
         provisions of the Charter or bylaws of the General Partner, whether by
         merger, consolidation or otherwise, that would materially and adversely
         affect the powers, special rights, preferences, privileges or voting
         power of the Series A Preferred Stock or the holders thereof; provided,
         however, that any increase in the amount of authorized Preferred Stock
         or the creation or issuance of any other series or class of Preferred
         Stock, or any increase in the amount of authorized shares of each class
         or series, in each case ranking either (1) junior to the Series A
         Preferred Stock with respect to the payment of distributions or the
         distribution of assets upon liquidation, dissolution or winding-up, or
         (2) on a parity with the Series A Preferred Stock with respect to the
         payment of distributions or the distribution of assets upon liquida-
         tion, dissolution or winding-up to the extent such Preferred Stock are
         not issued to an Affiliate of the General Partner (other than Security
         Capital U.S. Realty, Security Capital Holdings, S.A. or their
         affiliates if issued on arm's length terms in the good faith determina-
         tion of the board of directors of the General Partner), or (B) General
         Partner to the extent the issuance of such interests was to allow the
         General Partner to issue corresponding preferred stock to persons who
         are not affiliates of the Partnership, shall not be deemed to
         materially and adversely affect such rights, preferences, privileges or
         voting powers."

                  Section 5.  Section 4.8 - Series D Preferred Units

                  The Partnership Agreement is hereby amended by inserting the
following as a new Section 4.8:

                  "Section 4.8  Issuance of Series D Preferred Units.

                  (a)   Designation and Number. A series of Partnership Units in
the Partnership designated as the "9.125%" Series D Cumulative Redeemable
Preferred Units (the "Series D Preferred Units") is hereby established. The
number of Series D Preferred Units shall be 500,000.

                  (b)   Rank.

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



                                       5
<PAGE>

Preferred Units, the Series B Preferred Units and the Series C Preferred Units
as to both distributions and rights upon voluntary or involuntary liquidation,
winding-up or dissolution of the Partnership.

                  (c)   Distributions.

                  (i)   Payment of Distributions. Subject to the rights of
holders of Parity Preferred Units and any holders of Partnership Interests
issued after the date hereof in accordance herewith ranking senior to the Series
D Preferred Units as to the payment of distributions, holders of Series D
Preferred Units shall be entitled to receive, when, as and if declared by the
Partnership acting through the General Partner, out of Available Cash and
Capital Transaction Proceeds, cumulative preferential cash distributions at the
rate per annum of 9.125% of the original Capital Contribution per Series D
Preferred Unit. Such distributions shall be cumulative, shall accrue from the
original date of issuance and will be payable (A) quarterly (such quarterly
periods to be the quarterly periods ending on the dates set forth in this
sentence) in arrears, on or before March 31, June 30, September 30 and December
31 of each year, commencing on December 31, 1999 (with the first such payment to
include the amount accrued from the period commencing September 29, 1999 and
ending December 31, 1999) and, (B) in the event of (i) an exchange of Series D
Preferred Units into Series D Preferred Stock, or (ii) a redemption of Series D
Preferred Units, on the exchange date or redemption date, as applicable (each a
"Series D Preferred Unit Distribution Payment Date"). The amount of the
distribution payable for any period will be computed on the basis of a 360-day
year of twelve 30-day months and for any period shorter than a full quarterly
period for which distributions are computed, the amount of the distribution
payable will be computed on the basis of the ratio of the actual number of days
elapsed in such period to ninety (90) days. If any date on which distributions
are to be made on the Series D Preferred Units is not a Business Day (as defined
herein), then payment of the distribution to be made on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. Distributions on December 31, 1999 and thereafter will
be made to the holders of record of the Series D Preferred Units on the relevant
record dates to be fixed by the Partnership acting through the General Partner,
which record dates shall be not less than ten (10) days and not more than thirty
(30) Business Days prior to the relevant Preferred Unit Distribution Payment
Date (the "Series D Preferred Unit Partnership Record Date").

                  (ii)  Limitation on Distributions. No distribution on the
Series D Preferred Units shall be declared or paid or set apart for payment by
the Partnership at such time as the terms and provisions of any agreement of the
Partnership relating to its indebtedness (other than any agreement with the
holder of Partnership Interests or an Affiliate thereof), prohibits such
declaration, payment or setting apart for payment or provide, that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law. Nothing in this
Section 4(c)(ii) shall be deemed to modify or in any manner limit the provisions
of Sections 4.8(c)(iii) or 4.8(c)(iv).



                                       6
<PAGE>

                  (iii) Distributions Cumulative. Distributions on the Series D
Preferred Units will accrue whether or not the terms and provisions of any
agreement of the Partnership, including any agreement relating to its
indebtedness, at any time prohibit the current payment of distributions, whether
or not the Partnership has earnings, whether or not there are funds legally
available for the payment of such of such distributions and whether or not such
distributions are authorized. Accrued but unpaid distributions on the Series D
Preferred Units will accumulate as of the Series D 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 D Preferred Unit Distribution Payment Date
to holders of record of the Series D Preferred Units on the record date fixed by
the Partnership acting through the General Partner which date shall be not less
than ten (10) days and not more than thirty (30) Business Days prior to the
payment date. Accumulated and unpaid distributions will not bear interest.

                  (iv)  Priority as to Distributions.

                        (A)     So long as any Series D Preferred Units are
                  outstanding, no distribution of cash or other property shall
                  be authorized, declared, paid or set apart for payment on or
                  with respect to any class or series of Junior Units with
                  respect to distributions, nor shall any cash or other property
                  be set aside for or applied to the purchase, redemption or
                  other acquisition for consideration of any Series D Preferred
                  Units, any Parity Preferred Units with respect to
                  distributions or any Junior Units, unless, in each case, all
                  distributions accumulated on all Series D Preferred Units and
                  all classes and series of outstanding Parity Preferred Units
                  as to the payment of distributions have been paid in full.
                  Without limiting Section 4.8(f)(ii), the foregoing sentence
                  will not prohibit (a) distributions payable solely in Junior
                  Units, (b) the conversion of Junior Units or Parity Preferred
                  Units into Junior Units, or (c) the redemption of Partnership
                  Interests corresponding to any Series D Preferred Stock,
                  Parity Preferred Stock or Junior Stock to be purchased by the
                  General Partner pursuant to Article 5 of the Articles of
                  Incorporation to preserve the General Partner's status as a
                  real estate investment trust, provided that such redemption
                  shall be upon the same terms as the corresponding purchase
                  pursuant to Article 5 of the Articles of Incorporation.

                        (B)     So long as distributions have not been paid in
                  full (or a sum sufficient for such full payment is not
                  irrevocably deposited in trust for payment) upon the Series D
                  Preferred Units, all distributions authorized and declared on
                  the Series D Preferred Units and all classes or series of
                  outstanding Parity Preferred Units as to distributions shall
                  be authorized and declared so that the amount of distributions
                  authorized and declared per Series D 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 D 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.



                                       7
<PAGE>

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

                  (d)   Liquidation Preference.

                  (i)   Payment of Liquidating Distributions. Subject to the
rights of holders of Parity Preferred Units with respect to rights upon any
voluntary or involuntary liquidation, dissolution or winding-up of the
Partnership and subject to Partnership Interests ranking senior to the Series D
Preferred Units with respect to rights upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, the holders of Series
D Preferred Units shall be entitled to receive out of the assets of the
Partnership legally available for distribution or the proceeds thereof, after
payment or provision for debts and other liabilities of the Partnership, but
before any payment or distributions of the assets shall be made to holders of
any class or series of Partnership Interest that ranks junior to the Series D
Preferred Units as to rights upon liquidation, dissolution or winding-up of the
Partnership, an amount equal to the sum of a liquidation preference equal to
their positive Capital Account balances (including, without limitation, any
accumulated and unpaid distributions, whether or not declared, to the date of
payment to the extent not previously credited to such Capital Account balances),
determined after taking into account all Capital Account adjustments for the
Partnership taxable year during which the liquidation occurs (other than those
made as a result of the liquidating distribution set forth in this 4.8(d)(i)).
In the event that, upon such voluntary or involuntary liquidation, dissolution
or winding-up, there are insufficient assets to permit full payment of
liquidating distributions to the holders of Series D Preferred Stock 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 D
Preferred Units and such Parity Preferred Units shall be made so that the
payments on the Series D 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 D Preferred Unit and such other Parity Preferred Units (which shall not
include any accumulation in respect of unpaid distributions for prior
distribution periods if such Parity Preferred Units do not have cumulative
distribution rights) upon liquidation, dissolution or winding-up of the
Partnership bear to each other.

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

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



                                       8
<PAGE>

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

                  (e)   Optional Redemption.

                  (i)   Right of Optional Redemption. The Series D Preferred
Units may not be redeemed prior to the fifth anniversary of the issuance date.
On or after such date, the Partnership shall have the right to redeem the Series
D Preferred Units, in whole or in part, at any time or from time to time, upon
not less than 30 nor more than 60 days' written notice, at a redemption price,
payable in cash, equal to the Capital Account balance of the holder of Series D
Preferred Units (the "Series D Redemption Price"); provided, however, that no
redemption pursuant to this Section 4.8(e)(i) will be permitted if the Series D
Redemption Price does not equal or exceed the original Capital Contribution of
such holder plus the cumulative Series D Priority Return, whether or not
declared, to the redemption date to the extent not previously distributed or
distributed on the redemption date pursuant to Section 4.8(c)(i). If fewer than
all of the outstanding Series D Preferred Units are to be redeemed, the Series D
Preferred Units to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional units).

                  (ii)  Limitation on Redemption.

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

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

                  (iii) Procedures for Redemption.

                           (A)  Notice of redemption will be (i) faxed, and (ii)
                  mailed by the Partnership, by certified mail, postage prepaid,
                  not less than 30 nor more than 60



                                       9
<PAGE>

                  days prior to the redemption date, addressed to the respective
                  holders of record of the Series D 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 D Preferred Units except as to the holder to whom
                  such notice was defective or not given. In addition to any
                  information required by law, each such notice shall state: (i)
                  the redemption date, (ii) the Series D Redemption Price, (iii)
                  the aggregate number of Series D Preferred Units to be
                  redeemed and if fewer than all of the outstanding Series D
                  Preferred Units are to be redeemed, the number of Series D
                  Preferred Units to be redeemed held by such holder, which
                  number shall equal such holder's pro rata share (based on the
                  percentage of the aggregate number of outstanding Series D
                  Preferred Units the total number of Series D Preferred Units
                  held by such holder represents) of the aggregate number of
                  Series D Preferred Units to be redeemed, (iv) the place or
                  places where such Series D Preferred Units are to be
                  surrendered for payment of the Series D Redemption Price, (v)
                  that distributions on the Series D Preferred Units to be
                  redeemed will cease to accumulate on such redemption date and
                  (vi) that payment of the Series D Redemption Price will be
                  made upon presentation and surrender of such Series D
                  Preferred Units.

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



                                       10
<PAGE>

                  (f)   Voting Rights.

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

                  (ii)  Certain Voting Rights. So long as any Series D Preferred
Units remain outstanding, the Partnership shall not, without the affirmative
vote of the holders of at least two-thirds of the Series D 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 D Preferred Units with respect to payment of distributions or rights
upon liquidation, dissolution or winding-up or create, authorize or issue any
obligations or security convertible into or evidencing the right to purchase any
such Partnership Interests, (ii) authorize or create, or increase the authorized
or issued amount of any Parity Preferred Units or reclassify any Partnership
Interest of the Partnership into any such Partnership Interest or create,
authorize or issue any obligations or security convertible into or evidencing
the right to purchase any such Partnership Interests but only to the extent such
Parity Preferred Units are issued to an affiliate of the Partnership, other than
(A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their
affiliates (if issued upon arm's length terms in the good faith determination of
the board of directors of the General Partner) or (B) the General Partner to the
extent the issuance of such interests was to allow the General Partner to issue
corresponding preferred stock to persons who are not affiliates of the
Partnership 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 D 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 (a)
the Partnership is the surviving entity and the Series D Preferred Units remain
outstanding with the terms thereof unchanged, or (b) the resulting, surviving or
transferee entity is a partnership, limited liability company or other
pass-through entity organized under the laws of any state and substitutes the
Series D Preferred Units for other interests in such entity having substantially
the same terms and rights as the Series D 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 D Preferred Units and no vote of the Series D Preferred
Units shall be required in such case; and provided further that any increase in
the amount of Partnership Interests or the creation or issuance of any other
class or series of Partnership Interests, in each case ranking (a) junior to the
Series D Preferred Units with respect to payment of distributions or the
distribution of assets upon liquidation, dissolution or winding-up, or (b) on a
parity to the Series D 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, shall not be deemed
to materially and adversely affect such



                                       11
<PAGE>

rights, preferences, privileges or voting powers and no vote of the Series D
Preferred Units shall be required in such case.

                  (g)   Exchange Rights.

                  (i)   Right to Exchange.

                        (A)     Series D Preferred Units will be exchangeable in
                  whole or in part at anytime on or after the tenth anniversary
                  of the date of issuance, at the option of the holders thereof,
                  for authorized but previously unissued shares of 9.125% Series
                  D Cumulative Redeemable Preferred Stock of the General Partner
                  (the "Series D Preferred Stock") at an exchange rate of one
                  share of Series D Preferred Stock for one Series D Preferred
                  Unit, subject to adjustment as described below (the "Series D
                  Exchange Price"), provided that the Series D Preferred Units
                  will become exchangeable at any time, in whole or in part, at
                  the option of the holders of Series D Preferred Units for
                  Series D Preferred Stock if (y) at any time full distributions
                  shall not have been made on the applicable Series D Preferred
                  Unit Distribution Payment Date on any Series D Preferred Unit
                  with respect to six (6) prior quarterly distribution periods,
                  whether or not consecutive, provided, however, that a
                  distribution in respect of Series D Preferred Units shall be
                  considered timely made if made within two (2) Business Days
                  after the applicable Series D Preferred Unit Distribution
                  Payment Date if at the time of such late payment there shall
                  not be any prior quarterly distribution periods in respect of
                  which full distributions were made more than two (2) Business
                  Days after the applicable Series D Preferred Unit Distribution
                  Payment Date or (z) upon receipt by a holder or holders of
                  Series D Preferred Units of (A) notice from the General
                  Partner that the General Partner or a Subsidiary of the
                  General Partner has taken the position that the Partnership
                  is, or upon the occurrence of a defined event in the immediate
                  future will be, a PTP and (B) an opinion rendered by an
                  outside nationally recognized independent counsel familiar
                  with such matters addressed to a holder or holders of Series D
                  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 D
                  Preferred Units may be exchanged for Series D Preferred Stock,
                  in whole or in part, at the option of any holder prior to the
                  tenth anniversary of the issuance date and after the third
                  anniversary thereof if such holder of a Series D Preferred
                  Units shall deliver to the General Partner either (i) a
                  private ruling letter addressed to such holder of Series D
                  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 D Preferred Units at such
                  earlier time would not cause the Series D 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 D 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 D
                  Preferred



                                       12
<PAGE>

                  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 D
                  Preferred Stock (but only if the exchange in whole may be
                  accomplished consistently with the ownership limitations set
                  forth under Article 5 of the Articles of Incorporation (taking
                  into account exceptions thereto) if at any time (i) the
                  Partnership reasonably determines that the assets and income
                  of the Partnership for a taxable year after 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 D 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 D Preferred Units would fail to maintain qualification
                  as a real estate investment trust.

                        (B)     Notwithstanding anything to the contrary set
                  forth in Section 4.8(G)(i)(A), if an Series D 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 D Preferred Units for cash in an amount
                  equal to the original Capital Contribution per Series D
                  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 D Preferred Units for
                  cash pursuant to this Section 4.8(g)(i)(B) by giving each
                  holder of record of Series D Preferred Units notice of its
                  election to redeem for cash, within five (5) Business Days
                  after receipt of the Series D Exchange Notice, by (i) fax, and
                  (ii) registered mail, postage paid, at the address of each
                  holder as it may appear on the records of the Partnership
                  stating (i) the redemption date, which shall be no later than
                  sixty (60) days following the receipt of the Series D Exchange
                  Notice, (ii) the redemption price, (iii) the place or places
                  where the Series D Preferred Units are to be surrendered for
                  payment of the redemption price, (iv) that distributions on
                  the Series D Preferred Units will cease to accrue on such
                  redemption date; (v) that payment of the redemption price will
                  be made upon presentation and surrender of the Series D
                  Preferred Units and (vi) the aggregate number of Series D
                  Preferred Units to be redeemed, and if fewer than all of the
                  outstanding Series D Preferred Units are to be redeemed, the
                  number of Series D Preferred Units to be redeemed held by such
                  holder, which number shall equal such holder's pro-rata share
                  (based on the percentage of the aggregate number of
                  outstanding Series D Preferred Units the total number of
                  Series D Preferred Units held by such holder represents) of
                  the aggregate number of Series D Preferred Units being
                  redeemed.

                        (C)     Upon the occurrence of an event giving rise to
                  exchange rights pursuant to Section 4.8(g)(i)(A), in the event
                  an exchange of all or a portion of



                                       13
<PAGE>

                  Series D Preferred Units pursuant to Section 4.8(g)(i)(A)
                  would violate the provisions on ownership limitation of the
                  General Partner set forth in Article 5 of the Articles of
                  Incorporation, the General Partner shall give written notice
                  thereof to each holder of record of Series D Preferred Units,
                  within five (5) Business Days following receipt of the Series
                  D Exchange Notice, by (i) fax, and (ii) registered mail,
                  postage prepaid, at the address of each such holder set forth
                  in the records of the Partnership. In such event, each holder
                  of Series D Preferred Units shall be entitled to exchange,
                  pursuant to the provision of Section 4.8(g)(ii) a number of
                  Series D Preferred Units which would comply with the
                  provisions on the ownership limitation of the General Partner
                  set forth in such Article 5 of the Articles of Incorporation
                  and any Series D Preferred Units not so exchanged (the "Series
                  D Excess Units") shall be redeemed by the Partnership for cash
                  in an amount equal to the original Capital Contribution per
                  Series D Excess Unit, plus any accrued and unpaid
                  distributions thereon, whether or not declared, to the date of
                  redemption. The written notice of the General Partner shall
                  state (i) the number of Series D Excess Units held by such
                  holder, (ii) the redemption price of the Series D Excess
                  Units, (iii) the date on which such Series D Excess Units
                  shall be redeemed, which date shall be no later than sixty
                  (60) days following the receipt of the Series D Exchange
                  Notice, (iv) the place or places where such Series D Excess
                  Units are to be surrendered for payment of the Series D
                  Redemption Price, (iv) that distributions on the Series D
                  Excess Units will cease to accrue on such redemption date, and
                  (v) that payment of the redemption price will be made upon
                  presentation and surrender of such Series D Excess Units. In
                  the event an exchange would result in Series D Excess Units,
                  as a condition to such exchange, each holder of such units
                  agrees to provide representations and covenants reasonably
                  requested by the General Partner relating to (i) the widely
                  held nature of the interests in such holder, sufficient to
                  assure the General Partner that the holder's ownership of
                  stock of the General Partner (without regard to the limits
                  described above) will not cause any individual to own in
                  excess of 9.8% of the stock of the General Partner; and (ii)
                  to the extent such holder can so represent and covenant
                  without obtaining information from its owners, the holder's
                  ownership of tenants of the Partnership and its affiliates.

                        (D)     The redemption of Series D Preferred Units
                  described in Section 4.8(g)(i)(B) and (C) shall be subject to
                  the provisions of Section 4.8(e)(ii)(A) and Section
                  4.8(e)(iii)(B); provided, however, that for purposes hereof
                  the term "Redemption Price" in Sections 4.8(e)(ii)(A) and
                  4.8(e)(iii)(B) shall be read to mean the original Capital
                  Contribution per Series D Preferred Unit being redeemed plus
                  all accrued and unpaid distributions to the redemption date.

                  (ii)  Procedure for Exchange.

                        (A)     Any exchange shall be exercised pursuant to a
                  notice of exchange (the "Series D Exchange Notice") delivered
                  to the General Partner by the holder who is exercising such
                  exchange right, by (i) fax and (ii) by certified mail postage
                  prepaid. Upon request of the General Partner, such holder
                  delivering the Series D



                                       14
<PAGE>

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

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

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



                                       15
<PAGE>

                  (iii) Adjustment of Exchange Price.

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

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

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



                                       16
<PAGE>

                  Charter or bylaws of the General Partner, whether by merger,
                  consolidation or otherwise, that would materially and
                  adversely affect the powers, special rights, preferences,
                  privileges or voting power of the Series D Preferred Stock or
                  the holders thereof; provided, however, that any increase in
                  the amount of authorized Preferred Stock or the creation or
                  issuance of any other series or class of Preferred Stock, or
                  any increase in the amount of authorized shares of each class
                  or series, in each case ranking either (1) junior to the
                  Series D Preferred Stock with respect to the payment of
                  distributions or the distribution of assets upon liquidation,
                  dissolution or winding-up, or (2) on a parity with the Series
                  D Preferred Stock with respect to the payment of distributions
                  or the distribution of assets upon liquidation, dissolution or
                  winding-up to the extent such Preferred Stock are not issued
                  to an Affiliate of the General Partner (other than Security
                  Capital U.S. Realty, Security Capital Holdings, S.A. or their
                  affiliates if issued on arm's length terms in the good faith
                  determination of the board of directors of the General
                  Partner), or (B) General Partner to the extent the issuance of
                  such interests was to allow the General Partner to issue
                  corresponding preferred stock to persons who are not
                  affiliates of the Partnership, shall not be deemed to
                  materially and adversely affect such rights, preferences,
                  privileges or voting powers.

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

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

                  Section 6.  Article 7 - Management and Operating of Business.

                        Section 7.1(h) is hereby amended by inserting the words
"Series A Priority Return, Series D Priority Return and" before the words
"Priority Distribution Amount" therein.

                  Section 7.  Article 8 - Rights and Obligations of Limited
Partners.

                        Section 8.4 is hereby amended by (i) inserting the words
"Section 4.8," after the words "Section 4.5," therein and (ii) inserting the
words "Preferred Units" after the words "Series A" therein.

                  Section 8.  Article 11 - Transfers and Withdrawals.

                  (a)   Section 11.2(b) is hereby amended by inserting the words
"and Section 4.8(f)" after the words "4.5(f)" in the first sentence thereof.

                  (b)   The Series A Preferred Partners and Series D Preferred
Partners may, subject to Sections 11.3(b)-(j), assign their Units to any Person,
and any such assignee shall be admitted as a Substituted Limited Partner.

                  (c)   Section 11.3(h) is hereby amended by adding the
following at the end of the section:



                                       17
<PAGE>

                  "; provided, however, that the General Partner shall not
                  unreasonably withhold its consent to a waiver of the
                  limitations set forth in this Section 11.3(h) if the
                  Partnership is (1) relying on a provision other than Treasury
                  Regulation Section 1.7704-1(h) to avoid classification of
                  Partnership as a PTP or (2) a PTP."

                  (d)   The following is inserted as a new Section 11.3(j):

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

                  Section 9.  Article 12 - Admission of Partners.

                  Section 12.2(a) and 12.4 are hereby amended by deleting all
references therein to "Additional Limited Partners" and inserting the words
"additional Limited Partners" therefor.

                  Section 10.  Article 13 - Dissolution and Liquidation.

                  (a)   The first reference to "Additional Limited Partners" in
the first paragraph of Section 13.1 is hereby deleted and the words "additional
Limited Partners" are hereby inserted in lieu thereof.

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

                  "(iii) Third, one hundred percent (100%) to the Series A
                  Preferred Partners in accordance with the provisions of
                  Section 4.5(d) and to the Series D Preferred Partners in
                  accordance with the provisions of Section 4.8(d)."

                  (c) The words "and Section 4.8 with respect to the Series D
Preferred Units" is hereby inserted after the words "Section 4.5 with respect to
the Series A Preferred Units" in Section 13.6.

                  Section 11.  Article 14 - Amendment of Partnership Agreement;
Meetings.

                  (a)   Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended
by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)"
therein.



                                       18
<PAGE>

                  (b)   Section 14.1(c) is hereby amended by replacing the words
"Series A Preferred Partner" with the words "holder of Parity Preferred Units."

                  (c)   The last paragraph of Section 14.1(g) is hereby amended
by replacing the words "Series A Preferred Partners" with the words "holders of
Parity Preferred Units."

                  Section 12.  Miscellaneous.

                  (a)   Notwithstanding anything to the contrary contained in
Section 8.6 of the Partnership Agreement, in no event shall the rights of the
holders of the Series D Preferred Units set forth in Section 5 of this Amendment
be subordinate to the Redemption Rights set forth in Section 8.6 of the
Partnership Agreement.

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

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

                  Section 13.  Fourth Amended and Restated Agreement of Limited
Partnership.

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

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



                                       19
<PAGE>

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

                  (c)   Section 13.4(c) is hereby amended by inserting the words
"subject to the priorities set forth in Section 13.2(a)" after the word
"balances" at the end of the next to last sentence thereof; and

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

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

                  Section 14.  Reaffirmation.  Except as modified herein, all
terms and conditions of the Partnership Agreement shall remain in full force and
effect, which terms and conditions the General Partner hereby ratifies and
affirms.




                                       20
<PAGE>


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

                                       GENERAL PARTNER
                                       Regency Realty Corporation

                                       By:______________________________________
                                       Name:
                                       Title:


                                       BELAIR REAL ESTATE CORPORATION



                                       By:______________________________________
                                       Name:
                                       Title:


                                       BELCREST REALTY CORPORATION



                                       By:______________________________________
                                       Name:
                                       Title:



<PAGE>

                              Regency Centers, L.P.
           Amendment No. 4 to Third Amended and Restated Agreement of
                Limited Partnership (the "Partnership Agreement")
        Relating to 8.75% Series E Cumulative Redeemable Preferred Units

        1.      Definitions. Capitalized terms used and not otherwise defined
herein shall have the meaning assigned thereto in the Partnership Agreement. For
purposes of this Amendment the term "Series E Limited Partner" shall mean a
Limited Partner holding Series E Preferred Units. The term "Parity Preferred
Units" shall be used to refer to Series A Preferred Units, Series B Preferred
Units, Series C Preferred Units, Series D Preferred Units (as hereafter defined)
and any class or series of Partnership Interests of the Partnership now or here-
after authorized, issued or outstanding expressly designated by the Partnership
to rank on a parity with Series A Preferred Units or Series B Preferred Units
with respect to distributions or rights upon voluntary or involuntary liquida-
tion, winding-up or dissolution of the Partnership, or both, as the context may
require, whether or not the dividend rates, dividend payment dates or redemption
or liquidation prices per unit or conversion rights or exchange rights shall be
different from those of the Series A Preferred Units. The term "Series E
Priority Return" shall mean, an amount equal to 8.75% per annum, determined on
the basis of a 360 day year of twelve 30 day months (or actual days for any
month which is shorter than a full monthly period), cumulative to the extent not
distributed for any given distribution period, of the stated value of $100.00
per Series E Preferred Unit, commencing on the date of issuance of such Series E
Preferred Unit. The Partnership Agreement shall be amended to add such
definitions, and shall be further amended to add the following definition:
"Priority Returns" means the Series A Priority Return, the Series B Priority
Return, the Series C Priority Return, Series D Priority Return or similar amount
payable with respect to any other Parity Preferred Units. The term "Junior
Stock" means any class or series of capital stock of the General Partner ranking
junior as to the payment of distributions or rights upon voluntary or
involuntary liquidation, winding up or dissolution of the General Partner to the
Series E Preferred Stock or other Parity Preferred Shares. The term "PTP" shall
mean a "publicly traded partnership" within the meaning of Section 7704 of the
Code (as hereafter defined). The final Paragraph in the definition of "Net
Income" and "Net Loss" in the Partnership Agreement shall be restated in its
entirety as follows (new language is underscored):

                  "Solely for purposes of allocating Net Income or Net Loss in
                  any Fiscal Year to the holders of the Parity Preferred Units,
                  items of Net Income and Net Loss, as the case may be, shall
                  not include Depreciation with respect to properties (or
                  groupings of properties selected by the General Partner using
                  any method determined by it to be reasonable) that are
                  "ceiling limited" in respect of the holders of the Parity
                  Preferred Units. For purposes of the preceding sentence,
                  Partnership property shall be considered ceiling limited in
                  respect of a holder of Parity Preferred Units if Depreciation
                  attributable to such Partnership property which would
                  otherwise be allocable to such Partner, without regard to this
                  paragraph, exceeded depreciation determined for federal income
                  tax purposes attributable to such Partnership property which
                  would otherwise be allocated to such Partner by more than 5%."



<PAGE>

        2.      Designation and Number.  A series of Partnership Units in the
Partnership designated as the "8.75% Series E Cumulative Redeemable Preferred
Units" (the "Series E Preferred Units") is hereby established.  The number of
Series E Preferred Units shall be 700,000.

        3.      Rank.

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

                b.      The last sentence of Section 4.1(a) of the Partnership
        Agreement shall be amended to read in full as follows (new language is
        underscored):

                Any Partnership Interests held by the General Partner or any
                Affiliate other than a Property Affiliate (including
                Partnership Interests acquired under Sections 4.2, 8.6 and
                8.7) shall be Class B Units, other than Parity Preferred
                Units, the issuance of which has been approved by the Limited
                Partners pursuant to Section 4.2, and any Preferred Units
                issued pursuant to Section 4.2(b)(i).

        4.      Distributions.

                a.      Payment of Distributions.  Subject to the rights of
        holders of Parity Preferred Units, holders of Series E Preferred Units
        shall be entitled to receive, out of Available Cash and Capital
        Transaction Proceeds, cumulative preferential cash distributions at the
        rate per annum of 8.75% of the original Capital Contribution per Series
        E Preferred Unit.  Such distributions shall be cumulative, shall accrue
        from the original date of issuance and will be payable in cash when, as
        and if declared by the Partnership acting through the General Partner,
        (A) quarterly in arrears, on or before March 31, June 30, September 30
        and December 31 of each year commencing on June 30, 2000 and (B) in the
        event of (i) an exchange of Series E Preferred Units into Series E
        Preferred Stock, or (ii) a redemption of Series E Preferred Units, on
        the exchange date or redemption date, as applicable (each a "Series E
        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 amounts
        of the distribution payable will be computed based on the ratio of the
        actual number of days elapsed in the quarterly period to ninety (90)
        days.  If any date on which distributions are to be made on the Series E
        Preferred Units is not a Business Day (as defined herein), then payment
        of the



                                       2
<PAGE>

        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 E Preferred
        Units will be made to the holders of record of the Series E Preferred
        Units on the relevant record dates to be fixed by the Partnership acting
        through the General Partner, which record dates shall be not less than
        ten (10) days and not more than thirty (30) Business Days prior to the
        relevant Preferred Unit Distribution Payment Date (the "Series E
        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.    Distributions Cumulative.  Distributions on the Series E
        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 distribu-
        tions, 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 or declared.  Accrued
        but unpaid distributions on the Series E Preferred Units will accumulate
        as of the Series E 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 E Preferred Unit Distribution Payment Date
        to holders of record of the Series E Preferred Units on the record date
        fixed by the Partnership acting through the General Partner which date
        shall be not less than ten (10) days and not more than thirty (30)
        Business Days prior to the payment date.  Accumulated and unpaid
        distributions will not bear interest.

                  c.    Priority as to Distributions.

                        i.      So long as any Series E 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 Interests
                  of the Partnership ranking junior as to the payment of
                  distributions to Parity 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 E Preferred Units, any Parity
                  Preferred Units with respect to distributions or any Junior
                  Units, unless, in each case, all distributions accumulated on
                  all Series E Preferred Units and all classes and series of
                  outstanding Parity Preferred Units as to payment of distribu-
                  tions 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 E Preferred Units as to distributions, or (c) the
                  redemption of Partnership Interests corresponding to any
                  Series E Preferred Stock, Parity Preferred Stock with respect



                                       3
<PAGE>

                  to distributions or Junior Stock to be purchased by the
                  General Partner pursuant to Article 5 of the Articles of
                  Incorporation of the General Partner (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 5 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 E
                  Preferred Units, all distributions authorized and declared on
                  the Series E Preferred Units and all classes or series of
                  outstanding Parity Preferred Units with respect to distribu-
                  tions shall be authorized and declared so that the amount of
                  distributions authorized and declared per Series E 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 E 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 classes
                  or series of Parity Preferred Units do not have cumulative
                  distribution rights) bear to each other.

                  d.    No Further Rights.  Holders of Series E 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.

                  e.    Section 5.1(c) of the Partnership Agreement shall be
        amended to read in full as follows (new language is underscored):

                  "Anything herein to the contrary notwithstanding, subject to
                  Section 4(c)(i) of Amendment No. 4 to this Agreement, no
                  Available Cash or Capital Transaction Proceeds shall be
                  distributed pursuant to Section 5.1(a), Section 5.1(b) or any
                  other provisions of this Article 5 unless all distributions
                  accumulated on all Series A Preferred Units pursuant to
                  Section 4.5 have been paid in full and unless all
                  distributions accumulated on any other outstanding Preferred
                  Units have been paid in full."

        5.        Allocations.

                  a.    Section 6.1(a) and 6.1(b) of the Agreement are hereby
        deleted and the following inserted as new Sections 6.1(a) and 6.1(b) in
        lieu thereof (new language is underscored):

        Section 6.1 Allocations of Net Income and Net Loss. For purposes of
        maintaining the Capital Accounts and in determining the rights of the
        Partners among themselves, the Partnership's Net Income and Net Loss
        shall be allocated



                                       4
<PAGE>

        among the Partners for each taxable year (or portion thereof) as
        provided herein below.

                           (a)  Net Income. After giving effect to the special
        allocations set forth in Section 6.2 below, Net Income shall be
        allocated as follows (and for this purpose, the holders of Class A
        Units shall be treated as if they were Original Limited Partners):

                                (i)     First, one hundred percent (100%) to the
                  General Partner in an amount equal to the excess, if any, of
                  (A) the cumulative Net Losses allocated to the General Partner
                  pursuant to Section 6.1(b)(ix) and the last sentence of
                  Section 6.1(b) for all prior fiscal years, over (B) the
                  cumulative Net Income allocated pursuant to this Section
                  6.1(a)(i) for all prior fiscal years;

                                (ii)    Second, one hundred percent (100%) to
                  the holders of Parity Preferred Units in an amount equal to
                  the excess, if any, of (A) the cumulative Net Losses allocated
                  to the holders of Parity Preferred Units pursuant to Section
                  6.1(b)(viii) for all prior fiscal years, over (B) the
                  cumulative Net Income allocated pursuant to this Section
                  6.1(a)(ii), including any amounts allocated pursuant to
                  Section 6.2(g) which were attributable to this Section
                  6.1(a)(ii), for all prior fiscal years;

                                (iii)   Third, one hundred percent (100%) to
                  the Original Limited Partners in an amount equal to the
                  excess, if any, of (A) the cumulative Net Losses allocated to
                  such Partners pursuant to Section 6.1(b)(iv) for all prior
                  fiscal years, over (B) the cumulative Net Income allocated
                  pursuant to this Section 6.1(a)(iii) for all prior fiscal
                  years, which amount shall be allocated among such Partners in
                  the same proportions and in the reverse order as the Net
                  Losses were allocated pursuant to Section 6.1(b)(iv);

                                (iv)    Fourth, one hundred percent (100%) to
                  the Original Limited Partners in an amount equal to the
                  excess, if any, of (A) the cumulative Net Losses allocated to
                  such Partners pursuant to Section 6.1(b)(iii) for all prior
                  fiscal years, over (B) the cumulative Net Income allocated
                  pursuant to this Section 6.1(a)(iv) for all prior fiscal
                  years, which amount shall be allocated among such Partners in
                  the same proportions and in the reverse order as the Net
                  Losses were allocated pursuant to Section 6.1(b)(iii);

                                (v)     Fifth, one hundred percent (100%) to the
                  holders of Parity Preferred Units until the holders of Parity
                  Preferred Units have been allocated an amount equal to the
                  excess of their respective cumulative Priority Returns through
                  the last day of the current fiscal year (determined without
                  reduction for distributions made to date in satisfaction
                  thereof) over the cumulative Net Income allocated to the
                  holders of Parity Preferred Units pursuant to this Section
                  6.1(a)(v), including any amounts allocated pursuant to Section
                  6.2(g) which were attributable to this Section 6.1(a)(v), for
                  all prior periods;



                                       5
<PAGE>

                                (vi)    Sixth, one hundred percent (100%) to
                  the Original Limited Partners until the cumulative allocations
                  of Net Income to each Original Limited Partner under this
                  Section 6.1(a)(vi) for the current and all prior fiscal years
                  equal the cumulative distributions paid to the Original
                  Limited Partner pursuant to Section 5.1(a)(i) and Section
                  13.2(a)(iv) , provided, however, in the case of Original
                  Limited Partners other than Class Z Branch Partners, no
                  allocations of Net Income shall be made under this Section
                  6.1(a)(vi) to such Limited Partners with respect to
                  distributions made under Section 5.1(a)(i) and Section
                  13.2(a)(iv) after the Third Amendment Date;.

                                (vii)   Seventh, one hundred percent (100%) to
                  the Original Limited Partners until the cumulative allocations
                  of Net Income to each Original Limited Partner under this
                  Section 6.1(a)(vii) for the current and all prior fiscal years
                  equal the sum of the cumulative amounts credited to such
                  Partner's Cumulative Unpaid Priority Distribution Account and
                  Cumulative Unpaid Accrued Return Account for the current and
                  all prior fiscal years, provided, however, in the case of
                  Original Limited Partners other than Class Z Branch Partners,
                  no allocations of Net Income shall be made under this Section
                  6.1(a)(vii) with respect to amounts credited to such Partners'
                  Cumulative Unpaid Priority Distribution Accounts and
                  Cumulative Unpaid Accrued Return Accounts after the Third
                  Amendment Date;

                                (viii)  Eighth, one hundred percent (100%) to
                  the Additional Limited Partners in an amount equal to the
                  excess, if any, of (A) the cumulative Net Losses allocated to
                  the Additional Limited Partners pursuant to Section
                  6.1(b)(vii) for all prior fiscal years, over (B) the
                  cumulative Net Income allocated pursuant to this Section
                  6.1(a)(viii) for all prior fiscal years, which amount shall be
                  allocated among the Additional Limited Partners in the same
                  proportions and in the reverse order as the Net Losses were
                  allocated pursuant to Section 6.1(b)(vii);

                                (ix)    Ninth, one hundred percent (100%) to
                  the Additional Limited Partners in an amount equal to the
                  excess, if any of (A) the cumulative Net Losses allocated to
                  the Additional Limited Partners pursuant to Section 6.1(b)(vi)
                  for all prior fiscal years, over (B) the cumulative Net Income
                  allocated pursuant to this Section 6.1(a)(ix) for all prior
                  fiscal years, which amount shall be allocated among such
                  Partners in the same proportions and in the reverse order as
                  the Net Losses were allocated pursuant to Section 6.1(b)(vi);

                                (x)     Tenth, one hundred percent (100%) to the
                  Additional Limited Partners until the cumulative allocations
                  of Net Income to each Additional Limited Partner under this
                  Section 6.1(a)(x) for the current and all prior fiscal years
                  equal the cumulative distributions paid to the Additional
                  Limited Partners pursuant to Section 5.1(a)(iv) and Section
                  13.2(a)(v), provided, however, in the case of Additional
                  Limited Partners other than Class Z Midland Partners, no
                  allocations of Net Income shall be made under this Section
                  6.1(a)(x) to such



                                       6
<PAGE>

                  Limited Partners with respect to distributions made under
                  Section 5.1(a)(iv) and Section 13.2(a)(v) after the Third
                  Amendment Date;

                                (xi)    Eleventh, one hundred percent (100%) to
                  the Additional Limited Partners until the cumulative
                  allocations of Net Income to each Additional Limited Partner
                  under this Section 6.1(a)(xi) for the current and all prior
                  fiscal years equal the sum of (A) the cumulative amounts
                  credited to such Partner's Cumulative Unpaid Priority
                  Distribution Account and Cumulative Unpaid Accrued Return
                  Account for the current and all prior fiscal years and (B) the
                  cumulative Net Losses allocated to the Additional Limited
                  Partner pursuant to Section 6.1(b)(v) for all prior fiscal
                  years, provided, however, in the case of Additional Limited
                  Partners other than Class Z Midland Partners, no allocation of
                  Net Income shall be made under this Section 6.1(a)(xi) with
                  respect to amounts credited to such Partners' Cumulative
                  Unpaid Priority Distribution Accounts and Cumulative Unpaid
                  Accrued Return Accounts after the Third Amendment Date; and

                                (xii)   Thereafter, to the Original and
                  Additional Limited Partners other than Class Z Branch Partners
                  or Class Z Midland Partners, to the General Partner and to any
                  other holders of Class B Units, pro rata in accordance with
                  the relative amounts of Available Cash and Capital Transaction
                  Proceeds distributed to each of them during the taxable year.

                           (b)  Net Losses.  After giving effect to the special
        allocations set forth in Section 6.2 below, Net Losses shall be
        allocated as follows:

                                (i)     First, one hundred percent (100%) to the
                  Original and Additional Limited Partners other than Class Z
                  Branch Partners or Class Z Midland Partners, to the General
                  Partner and the Class B Unit holders in an amount equal to the
                  excess, if any, of (A) the cumulative Net Income allocated
                  pursuant to Section 6.1(a)(xii) hereof for all prior fiscal
                  years in excess of distributions of Available Cash to such
                  Partners for which no corresponding allocation of Net Income
                  had been made (or is required to be made) under Sections
                  6.1(a)(i)-(xi) hereof, over (B) the cumulative Net Losses
                  allocated pursuant to this Section 6.1(b)(i) for all prior
                  fiscal years;

                                (ii)    Second, to the Original Limited
                  Partners until the cumulative allocations of Net Losses under
                  this Section 6.1(b)(ii) equal the excess, if any, of the
                  cumulative allocations of Net Income under Section 6.1(a)(vii)
                  to such Partners for all prior fiscal years over the
                  cumulative distributions to such Partners under Section
                  5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the
                  current and all prior fiscal years (such allocation being made
                  in proportion to such Partners' respective excess amounts);

                                (iii)   Third, to the Original Limited
                  Partners with positive Adjusted Capital Account balances
                  (determined, solely for purposes of this Section 6.1(b)(iii),
                  without regard to any obligation of a Partner to restore a



                                       7
<PAGE>

                  negative Capital Account under Section 13.4), in proportion to
                  such balances, until such balances are reduced to zero;

                                (iv)    Fourth, to the Original Limited
                  Partners in proportion to their relative Percentage Interests;
                  provided, however, that to the extent that an allocation under
                  this Section 6.1(b)(iv) would cause or increase an Adjusted
                  Capital Account Deficit for such Partner, such Net Loss shall
                  be allocated to those Original Limited Partners (in proportion
                  to their relative Percentage Interests) for whom such
                  allocation would not cause or increase an Adjusted Capital
                  Account Deficit;

                                (v)     Fifth, to the Additional Limited
                  Partners until the cumulative allocations of Net Losses under
                  this Section 6.1(b)(v) equal the excess, if any, of the
                  cumulative allocations of Net Income under Section 6.1(a)(xi)
                  to such Partners for all prior fiscal years over the
                  cumulative distributions to such Partners under Section
                  5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the
                  current and all prior fiscal years (such allocation being made
                  in proportion to such Partners' respective excess amounts);

                                (vi)    Sixth, to the Additional Limited
                  Partners with positive Adjusted Capital Accounts balances
                  (determined, solely for purposes of this Section 6.1(b)(vi),
                  without regard to any obligation of a Partner to restore a
                  negative Capital Account under Section 13.4), in proportion to
                  such balances, until such balances are reduced to zero;

                                (vii)   Seventh, to the Additional Limited
                  Partners in proportion to their relative Percentage Interests;
                  provided, however, that to the extent that an allocation under
                  this Section 6.1(b)(vii) would cause or increase an Adjusted
                  Capital Account Deficit for such Partner, such Net Loss shall
                  be allocated to those Additional Limited Partners (in
                  proportion to their relative Percentage Interests) for whom
                  such allocation would not cause or increase an Adjusted
                  Capital Account Deficit;

                                (viii)  Eighth, to the holders of Parity
                  Preferred Units until their respective Adjusted Capital
                  Account Balance (determined, solely for purposes of this
                  Section 6.1(b)(viii), without regard to any obligation of a
                  Partner to restore a negative Capital Account under Section
                  13.4), has been reduced to zero; and

                                (ix)    Any remaining Net Loss shall be
                  allocated to the General Partner and any other holders of
                  Class B Units.

                  Notwithstanding the foregoing, Net Losses shall not be
allocated to any Limited Partner pursuant to this Section 6.1(b)(ix) to the
extent that such allocation would cause such Limited Partner to have an Adjusted
Capital Account Deficit at the end of such taxable year (or increase any
existing Adjusted Capital Account Deficit). All Net Losses in excess of the
limitations set forth in the preceding sentence of this Section 6.1(b) shall be
allocated to the General Partner.



                                       8
<PAGE>

                  b.    Section 6.2(g) of the Agreement is hereby deleted and
        the following inserted as new Section 6.2(g) in lieu thereof (new
        language is underscored):

                        (g)     Capital Account Adjustments. Notwithstanding
         anything herein to the contrary other than the last sentence of Section
         14.1(g), any gain or loss arising from an adjustment to the Gross Asset
         Value of any Partnership asset pursuant to clause (b) or (c) of the
         definition thereof shall be allocated (i) first, to the holders of the
         Parity Preferred Units, but only to the extent that they would have
         been allocated such gain pursuant to Section 6.1(a)(ii) or Section
         6.1(a)(v) of this Agreement or such loss pursuant to Section
         6.1(b)(viii) of this Agreement, as applicable, if such gain or loss had
         been actually realized; and (ii) second, and subject to Section 6.2(h)
         hereof, one hundred percent (100%) of the remainder of such gain or
         loss to the General Partner and the Additional Limited Partners (other
         than holders of Parity Preferred Units) pro rata in accordance with the
         relative number of Units held by each; provided, however, that for this
         purpose, the General Partner shall be treated as owning all of the
         outstanding Class A Units and all of the outstanding Original Limited
         Partnership Units in addition to the actual number of Units which the
         General Partner holds. An Additional Limited Partner (except for
         holders of Parity Preferred Units), at the time of admission to the
         Partnership, may elect with the consent of the General Partner to not
         receive special allocations of any gain or loss resulting from such
         adjustments.

        6.        Liquidation Preference.

                  a.    Payment of Liquidating Distributions.  Subject to the
        rights of holders of Parity Preferred Units with respect to rights upon
        any voluntary or involuntary liquidation, dissolution or winding-up of
        the Partnership and subject to Partnership Interests ranking senior to
        the Series E Preferred Units with respect to rights upon any voluntary
        or involuntary liquidation, dissolution or winding up of the Partner-
        ship, the holders of Series E Preferred Units shall be entitled to
        receive out of the assets of the Partnership legally available for
        distribution or the proceeds thereof, after payment or provision for
        debts and other liabilities of the Partnership, but before any payment
        or distributions of the assets shall be made to holders of any class or
        series of Partnership Interest that ranks junior to the Series E
        Preferred Units as to rights upon liquidation, dissolution or winding-up
        of the Partnership, an amount equal to a liquidation preference equal to
        their positive Capital Account balances, determined after taking into
        account all Capital Account adjustments for the Partnership taxable year
        during which the liquidation occurs, including the allocation of Net
        Income or Net Loss (and any specially allocated items) computed after
        adjusting the Gross Asset Values of the Partnership's assets immediately
        prior to any such liquidation if failure to make such adjustment to the
        Gross Asset Values would have an adverse economic impact the Series E
        Preferred Units (other than those made as a result of the liquidating
        distribution set forth in this Section 6(a)).  In the event that, upon
        such voluntary or involuntary liquidation, dissolution or winding-up,
        there are insufficient assets to permit full payment of liquidating
        distributions to the holders of Series E 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 E 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 E Preferred



                                       9
<PAGE>

        Unit 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 distribu-
        tion 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 E 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 E 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.

        7.        Optional Redemption.

                  a.    Right of Optional Redemption.  The Series E Preferred
        Units may not be redeemed prior to the fifth anniversary of the issuance
        date.  On or after such date, the Partnership shall have the right to
        redeem the Series E Preferred Units, in whole or in part, at any time or
        from time to time, upon not less than 30 nor more than 60 days' written
        notice, at a redemption price, payable in cash, equal to the Capital
        Account balance of the holder of Series E Preferred Units (the
        "Redemption Price"); provided, however, that no redemption pursuant to
        this Section 7 will be permitted if such Redemption Price does not equal
        or exceed the original Capital Contribution of such holder plus the
        cumulative Series E Priority Return, whether or not declared, to the
        redemption date to the extent not previously distributed or distributed
        on the redemption date pursuant to Section 4(a).  If fewer than all of
        the outstanding Series E Preferred Units are to be redeemed, the Series
        E Preferred Units to be redeemed shall be selected pro rata (as nearly
        as practicable without creating fractional units).

                  b.    Limitation on Redemption.

                        i.      The Redemption Price of the Series E Preferred
                  Units (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



                                       10
<PAGE>

                  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 E Preferred Units unless all
                  accumulated and unpaid distributions have been paid on all
                  Series E 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 (i) faxed, and (ii)
                  mailed by the Partnership, by certified mail, postage prepaid,
                  not less than 30 nor more than 60 days prior to the redemption
                  date, addressed to the respective holders of record of the
                  Series E 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 E Preferred Units
                  except as to the holder to whom such notice was defective or
                  not given.  In addition to any information required by law,
                  each such notice shall state:  (i) the redemption date, (ii)
                  the Redemption Price, (iii) the aggregate number of Series E
                  Preferred Units to be redeemed and if fewer than all of the
                  outstanding Series E Preferred Units are to be redeemed, the
                  number of Series E Preferred Units to be redeemed held by such
                  holder, which number shall equal such holder's pro rata share
                  (based on the percentage of the aggregate number of outstand-
                  ing Series E Preferred Units the total number of Series E
                  Preferred Units held by such holder represents) of the
                  aggregate number of Series E Preferred Units to be redeemed,
                  (iv) the place or places where such Series E Preferred Units
                  are to be surrendered for payment of the Redemption Price,
                  (v) that distributions on the Series E Preferred Units to be
                  redeemed will cease to accumulate on such redemption date and
                  (vi) that payment of the Redemption Price will be made upon
                  presentation and surrender of such Series E Preferred Units.

                        ii.     If the Partnership gives a notice of redemption
                  in respect of Series E 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 E Preferred Units being
                  redeemed funds sufficient to pay the applicable Redemption
                  Price and will give irrevocable instructions and authority to
                  pay such Redemption Price to the holders of the Series E
                  Preferred Units upon surrender of the Series E Preferred Units
                  by such holders at the place designated in the notice of
                  redemption.  If the Series E Preferred Units are evidenced by
                  a certificate and if fewer than all Series E Preferred Units
                  evidenced by any certificate are being redeemed, a new
                  certificate shall be issued upon surrender of the certificate
                  evidencing all Series E Preferred


                                       11
<PAGE>


                  Units, evidencing the unredeemed Series E Preferred Units
                  without cost to the holder thereof.  On and after the date of
                  redemption, distributions will cease to accumulate on the
                  Series E Preferred Units or portions thereof called for
                  redemption, unless the Partnership defaults in the payment
                  thereof.  If any date fixed for redemption of Series E
                  Preferred Units is not a Business Day, then payment of the
                  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
                  Redemption Price is improperly withheld or refused and not
                  paid by the Partnership, distributions on such Series E
                  Preferred Units will continue to accumulate from the original
                  redemption date to the date of payment, in which case the
                  actual payment date will be considered the date fixed for
                  redemption for purposes of calculating the applicable
                  Redemption Price.

        8.        Voting Rights.

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

                 b.     Certain Voting Rights.  So long as any Series E
        Preferred Units remain outstanding, the Partnership shall not, without
        the affirmative vote of the holders of at least two-thirds of the Series
        E 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 E Preferred Units with
        respect to payment of distributions or rights upon liquidation,
        dissolution or winding-up or reclassify any Partnership Interests of the
        Partnership into such Partnership Interest, or create, authorize or
        issue any obligations or security convertible into or evidencing the
        right to purchase any such Partnership Interest, (ii) authorize or
        create, or increase the authorized or issued amount of any Parity
        Preferred Units or reclassify any Partnership Interest of the
        Partnership into any such Partnership Interest or create, authorize or
        issue any obligations or security convertible into or evidencing the
        right to purchase any such Partnership Interests but only to the extent
        such Parity Preferred Units are issued to an affiliate of the
        Partnership, other than (A) Security Capital U.S. Realty, Security
        Capital Holdings, S.A. or their affiliates or (B) the General Partner to
        the extent the issuance of such interests was to allow the General
        Partner to issue corresponding preferred stock to persons who are not
        affiliates of the Partnership 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 (including without
        limitation this Amendment No. 4 to Third Amended and Restated Agreement
        of Limited Partnership), whether by merger, consolidation or otherwise,
        in each case in a manner that would materially and adversely affect the
        powers, special rights, preferences, privileges or voting power of the
        Series E Preferred Units or the holders thereof; provided, however, that
        with respect to the occurrence of a merger


                                       12
<PAGE>


        consolidation or a sale or lease of all of the Partnership's assets as
        an entirety, so long as (a) the Partnership is the surviving entity
        and the Series E Preferred Units remain outstanding with the terms
        thereof unchanged, or (b) the resulting, surviving or transferee entity
        is a partnership, limited liability company or other pass-through entity
        organized under the laws of any state and substitutes the Series E
        Preferred Units for other interests in such entity having substantially
        the same terms and rights as the Series E Preferred Units, including
        with respect to distributions, redemptions, transfers, 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 E
        Preferred Units and no vote of the Series E Preferred Units shall be
        required in such case; and provided further than any increase in the
        amount of Partnership Interests or the creation or issuance of any other
        class or series of Partnership Interests, in each case ranking (a)
        junior to the Series E Preferred Units with respect to payment of
        distributions and the distribution of assets upon liquidation,
        dissolution or winding-up, or (b) on a parity to the Series E Preferred
        Units with respect to payment of distributions and the distribution of
        assets upon liquidation, dissolution or winding-up to the extent such
        Partnership Interests are not issued to an affiliate of the Partnership,
        other than (A) Security Capital U.S. Realty, Security Capital Holdings,
        S.A. or their affiliates or (B) the General Partner to the extent the
        issuance of such interests was to allow the General Partner to issue
        corresponding preferred stock to persons who are not affiliates of the
        Partnership, shall not be deemed to materially and adversely affect such
        rights, preferences, privileges or voting powers and no vote of the
        Series E Preferred Units shall be required in such case.

        9.      Transfer Restrictions.

                a.      The Series E Preferred Units shall be subject to the
        provisions of Article 11 of the Partnership Agreement.

                b.      No transfer of the Series E Preferred Units may be made
        without the consent of the General Partner, which consent may be given
        or withheld in its sole and absolute discretion, if such transfer would
        result in more than four partners holding all outstanding Series E
        Preferred Units within the meaning of Treasury Regulation Section
        1.7704-1(h)(1)(ii) (without regard to Treasury Regulation Section
        1.7704-1(h)(3)(ii)); provided, however, that the General Partner's
        consent may not be unreasonably withheld if (a) such transfer would not
        result in more than four (4) partners holding all outstanding Series E
        Preferred Units within the meaning of such Treasury Regulation Sections
        or (b) the General Partner is relying on a provision other than Treasury
        Regulation Section 1.7704-1(h) to avoid classification of Operating
        Partnership as a PTP.  In addition, no transfer may be made to any
        person if such transfer would cause the exchange of the Series E
        Preferred Units for Series E Preferred Shares, as provided herein, to be
        required to be registered under the Securities Act, or any state
        securities laws.

        10.     Exchange Rights.

                a.      Right to Exchange.


                                       13
<PAGE>


                        i.      Series E Preferred Units will be exchangeable in
                  whole or in part at anytime on or after the tenth anniversary
                  of the date of issuance, at the option of the holders thereof,
                  for authorized but previously unissued shares of 8.75% Series
                  E Cumulative Redeemable Preferred Stock of the General Partner
                  (the "Series E Preferred Stock") at an exchange rate of one
                  share of Series E Preferred Stock for one Series E Preferred
                  Unit, subject to adjustment as described below (the "Exchange
                  Price"), provided that the Series E Preferred Units will
                  become exchangeable at any time, in whole or in part, at the
                  option of the holders of Series E Preferred Units for Series
                  E Preferred Stock if (y) at any time full distributions shall
                  not have been timely made on any Series E Preferred Unit with
                  respect to six (6) prior quarterly distribution periods,
                  whether or not consecutive, provided, however, that a
                  distribution in respect of Series E Preferred Units shall be
                  considered timely made if made within two (2) Business Days
                  after the applicable 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 (z) upon receipt by a
                  holder or holders of Series E Preferred Units of (A) notice
                  from the General Partner that the General Partner or a
                  subsidiary of the General Partner has become aware of facts
                  that will or likely will cause the Partnership to become a PTP
                  upon the occurrence of a defined event in the immediate future
                  and (B) an opinion rendered by an outside nationally
                  recognized independent counsel familiar with such matters
                  addressed to a holder or holders of Series E 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 E Preferred Units may
                  be exchanged for Series E Preferred Stock, in whole or in
                  part, at the option of any holder prior to the tenth
                  anniversary of the issuance date and after the third
                  anniversary thereof if such holder of a Series E Preferred
                  Units shall deliver to the General Partner either (i) a
                  private ruling letter addressed to such holder of Series E
                  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 E Preferred Units at such
                  earlier time would not cause the Series E Preferred Units to
                  be considered "stock and securities" within the meaning of
                  Section 351(e) of the Internal Revenue Code of 1986, as
                  amended (the "Code") for purposes of determining whether the
                  holder of such Series E 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 E
                  Preferred Units may be exchanged in whole or in part for
                  Series E Preferred Shares at any time after the date hereof,
                  if both (1) the holder thereof concludes based on results or
                  projected results that there exists (in the reasonable
                  judgment of the holder) an imminent and substantial risk that
                  the holder's interest in the Partnership does or will
                  represent more than 19.5% of the total profits or capital
                  interests in the Partnership (determined in accordance with
                  Treasury Regulations Section 1.731-2(e)(4)) for a taxable
                  year, and (2) the holder delivers to the General Partner an
                  opinion of nationally recognized independent counsel to the
                  effect that there is an imminent and substantial risk that the
                  holder's interest in the Partnership does or



                                       14
<PAGE>


                  will represent more than 19.5% of the total profits or capital
                  interests in the Partnership (determined in accordance with
                  Treasury Regulations Section 1.731(e)(4)) for a taxable year.
                  In addition, Series E Preferred Units, if the holder thereof
                  so determines, may be exchanged in whole or in part for Series
                  E Preferred Stock at any time after the date hereof, if (1)
                  the holder concludes (in the reasonable judgment of the
                  holder) that it is imminent that less than 90% of the gross
                  income of the Partnership for any taxable year will or likely
                  will constitute "qualifying income" within the meaning of
                  Section 7704(d) of the Code and (2) the holder delivers to the
                  General Partner an opinion of nationally recognized
                  independent counsel to the effect that it is imminent that
                  less than 90% of the gross income of the Partnership for a
                  taxable year will or likely will constitute "qualifying
                  income" within the meaning of Section 7704(d) of the Code.

                        ii.     Notwithstanding anything to the contrary set
                  forth in Section 10(a)(i), if an 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 E Preferred Units for cash in an amount equal to the
                  holder's positive Capital Account balance as apportioned with
                  respect to such redeemed Units, determined after adjusting the
                  holder's Capital Account for its allocable share of the
                  Partnership's Net Income or Net Loss (and specially allocated
                  items) up to the redemption date computed after adjusting the
                  Gross Asset Values of the Partnership's assets immediately
                  prior to such redemption if failure to make such adjustment to
                  Gross Asset Values would have an adverse economic impact the
                  Series E Preferred Units.  The General Partner may exercise
                  its option to redeem the Series E Preferred Units for cash
                  pursuant to this Section 10(a)(ii) by giving each holder of
                  record of Series E Preferred Units notice of its election to
                  redeem for cash, within five (5) Business Days after receipt
                  of the Exchange Notice, by (i) fax, and (ii) registered mail,
                  postage paid, at the address of each holder as it may appear
                  on the records of the Partnership stating (i) the redemption
                  date, which shall be no later than sixty (60) days following
                  the receipt of the Exchange Notice, (ii) the redemption price,
                  (iii) the place or places where the Series E Preferred Units
                  are to be surrendered for payment of the redemption price,
                  (iv) that distribution on the Series E Preferred Units will
                  cease to accrue on such redemption date; (v) that payment of
                  the redemption price will be made upon presentation and
                  surrender of the Series E Preferred Units and (vi) the
                  aggregate number of Series E Preferred Units to be redeemed,
                  and if fewer than all of the outstanding Series E Preferred
                  Units are to be redeemed, the number of Series E Preferred
                  Units to be redeemed held by such holder, which number shall
                  equal such holder's pro-rata share (based on the percentage of
                  the aggregate number of outstanding Series E Preferred Units
                  the total number of Series E Preferred Units held by such
                  holder represents) of the aggregate number of Series E
                  Preferred Units being redeemed.

                        iii.    Upon the occurrence of an event giving rise to
                  exchange rights pursuant to Section 10(a)(i), in the event an
                  exchange of all or a portion of Series



                                       15
<PAGE>


                  E Preferred Units pursuant to Section 10(a)(i) would violate
                  the ownership limitation provisions of the General Partner set
                  forth in Article 5 of the Charter, the General Partner shall
                  give written notice thereof to each holder of record of Series
                  E Preferred Units, within five (5) Business Days following
                  receipt of the Exchange Notice, by (i) fax, and (ii)
                  registered mail, postage prepaid, at the address of each such
                  holder set forth in the records of the Partnership.  In such
                  event, each holder of Series E Preferred Units shall be
                  entitled to exchange, pursuant to the provisions of Section
                  10(b) a number of Series E Preferred Units which would comply
                  with the ownership limitation provisions of the General
                  Partner set forth in such Article 5 of the Charter and any
                  Series E 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 Excess Unit,
                  plus any accrued and unpaid distributions thereon, whether or
                  not declared, to the date of redemption.  The written notice
                  of the General Partner shall state (i) the number of Excess
                  Units held by such holder, (ii) the redemption price of the
                  Excess Units, (iii) the date on which such Excess Units shall
                  be redeemed, which date shall be no later than sixty (60) days
                  following the receipt of the Exchange Notice, (iv) the place
                  or places where such Excess Units are to be surrendered for
                  payment of the Redemption Price, (v) that distributions on the
                  Excess Units will cease to accrue on such redemption date, and
                  (vi) 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 (i) the widely held nature of the
                  interests in such holder, sufficient to assure the General
                  Partner that the holder's ownership of stock of the General
                  Partner (without regard to the limits described above) will
                  not cause any individual to own in excess of 9.8% of the stock
                  of the General Partner, to the extent such holder can
                  reasonably make such representation; and (ii) to the extent
                  such holder can so represent and covenant without obtaining
                  information from its owners, the holder's ownership of tenants
                  of the Partnership and its affiliates.

                  Notwithstanding any provision of this Agreement to the
contrary, no Series E Limited Partner shall be entitled to effect an exchange of
Series E Preferred Units for Series E Preferred Stock to the extent that
ownership or right to acquire such shares would cause the Partner or any other
Person or, in the opinion of counsel selected by the General Partner, may cause
the Partner or any other Person, to violate the restrictions on ownership and
transfer of Series E Preferred Stock set forth in the Charter. To the extent any
such attempted exchange for Series E Preferred Stock would be in violation of
the previous sentence, it shall be void ab initio and such Series E Limited
Partner shall not acquire any rights or economic interest in the Series E
Preferred Stock otherwise issuable upon such exchange.

                        iv.     The redemption of Series E Preferred Units
                  described in Section 10(a)(ii) and (iii) shall be subject to
                  the provisions of Section 7(b)(i) and Section 7(c)(ii);
                  provided, however, that for purposes hereof the term
                  "Redemption Price" in Sections 7(b)(i) and 7(c)(ii) shall be
                  read to mean the


                                       16
<PAGE>


                  original Capital Contribution per Series E Preferred 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 (i) fax and (ii) by certified mail postage prepaid.
                  Upon request of the General Partner, such holder delivering
                  the Exchange Notice shall provide to the General Partner in
                  writing such information as the General Partner may reasonably
                  request to determine whether any portion of the exchange by
                  the delivering holder will result in the violation of the
                  restrictions of Article 5 of the Charter, including the
                  Ownership Limit and the Related Tenant Limit.  The exchange of
                  Series E Preferred Units, or a specified portion thereof, may
                  be effected after the fifth (5th) Business Day following
                  receipt by the General Partner of the Exchange Notice and such
                  requested information by delivering certificates, if any,
                  representing such Series E Preferred Units to be exchanged
                  together with, if applicable, written notice of exchange and a
                  proper assignment of such Series E Preferred Units to the
                  office of the General Partner maintained for such purpose.
                  Currently, such office is 121 West Forsyth Street, Suite 200,
                  Jacksonville, Florida 32202.  Each exchange will be deemed to
                  have been effected immediately prior to the close of business
                  on the date on which such Series E 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 Exchange Price shall
                  have been paid.  Any Series E Preferred Shares issued pursuant
                  to this Section 10 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 E
                  Preferred Units for shares of Series E Preferred Stock, an
                  amount equal to the accrued and unpaid distributions which are
                  not paid pursuant to Section 4(a) hereof, whether or not
                  declared, to the date of exchange on any Series E Preferred
                  Units tendered for exchange shall (i) accrue and be payable by
                  the General Partner from and after the date of exchange on the
                  shares of the Series E Preferred Stock into which such Series
                  E Preferred Units are exchanged, and (ii) continue to accrue
                  on such Series E Preferred Units, which shall remain
                  outstanding following such exchange, with the General Partner
                  as the holder of such Series E Preferred Units.  Notwith-
                  standing anything to the contrary set forth herein, in no
                  event shall a holder of a Series E Preferred Unit that was
                  validly exchanged into Series E Preferred Stock pursuant to
                  this section (other than the General Partner now holding such
                  Series E Preferred Unit), receive a distribution out of
                  Available Cash or Capital Transaction Proceeds of the
                  Partnership with respect to any Series E Preferred Units so
                  exchanged.


                                       17
<PAGE>


                        iii.    Fractional shares of Series E 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 E 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 Series E Exchange Price.  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 E 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 E Preferred Unit will thereafter be exchangeable
        into the kind and amount of shares of capital stock and other securities
        and property receivable (including cash or any combination thereof) upon
        the consummation of such transaction by a holder of that number of
        Series E Preferred Stock or fraction thereof into which one Series E
        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.

        11.     No Conversion Rights.  The holders of the Series E Preferred
Units shall not have any rights to convert such Partnership Units into any other
class of Partnership Interests or any other interest in the Partnership.

        12.     No Sinking Fund.  No sinking fund shall be established for the
retirement or redemption of the Series E Preferred Units.

        13.     Miscellaneous.

                a.      The terms "Original Limited Partnership Units," "Class B
        Units," "Class 2 Units," "Class Z Branch Partners," "Class Z Midland
        Partners," "Additional Limited Partners," "Common Units," "General
        Partner Units" and "Percentage Interest" in the Partnership Agreement
        shall not be deemed to include the Series E Preferred Units. The terms
        "Limited Partnership Interest" and "Partnership Interest" shall be
        deemed to include the Series E Preferred Units.

                b.      Exhibit A to the Partnership Agreement is hereby amended
        to include the Series E Preferred Units as Limited Partnership
        Interests.

                c.      Section 7.1(h) of the Partnership Agreement is hereby
        amended to include the Series E Priority Return Amount.

                d.      Nothing contained in Section 8.4 or the last sentence of
        Section 13.6 of the Partnership Agreement shall be deemed to limit the
        issuance of, and provisions applicable to, the Series E Preferred Units.

                e.      Notwithstanding anything to the contrary contained in
        Section 8.6 of the Partnership Agreement, in no event shall the rights
        of the holders of the Series E


                                       18
<PAGE>


        Preferred Units set forth in Section 10 of this Agreement be subordinate
        to the Redemption Rights set forth in Section 8.6 of the Partnership
        Agreement.

                f.      All references to Section 4.5(f) and Section 4.5(f)(ii)
        shall be deemed to include a reference to Section 8 and Section 8(b)
        hereof, respectively.

                g.      Simultaneously with the effectiveness of the Fourth
        Amended Agreement, this Amendment No. 4 to the Partnership Agreement
        shall be deemed Amendment No. 4 to the Fourth Amended Agreement, mutatis
        mutandis, and the Series E Preferred Units shall continue to be
        outstanding upon the terms and conditions set forth herein.

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






                                       19
<PAGE>


                                       GENERAL PARTNER

                                       Regency Realty Corporation

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

                                       CONTRIBUTOR

                                       GOLDMAN SACHS 2000 EXCHANGE PLACE FUND,
                                       L.P.

                                       By: Goldman Sachs Management Partners,
                                       L.P., as its general partner

                                       By: Goldman Sachs Management, Inc., as
                                       its general partner

                                       By: _____________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       SECURITY CAPITAL U.S. REALTY

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       SECURITY CAPITAL HOLDINGS S.A.

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       ARDEN SQUARE HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



                                       20
<PAGE>


                                       BLOSSOM VALLEY HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       COOPER STREET PLAZA HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       DALLAS HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       EL CAMINO HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       FRIARS MISSION HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________




                                       21
<PAGE>


                              REGENCY CENTERS, L.P.

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

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

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

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

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

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

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



<PAGE>

                                       GENERAL PARTNER

                                       Regency Realty Corporation

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

                                       SECURITY CAPITAL U.S. REALTY

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       SECURITY CAPITAL HOLDINGS S.A.

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       ARDEN SQUARE HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       BLOSSOM VALLEY HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       2
<PAGE>


                                       COOPER STREET PLAZA HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       DALLAS HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       EL CAMINO HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       FRIARS MISSION HOLDINGS SARL

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                       3
<PAGE>


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

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

                                    RECITALS
                                    --------

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

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

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

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

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

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

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

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

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

<PAGE>


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

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

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

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

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

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

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

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

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


                                       2
<PAGE>


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

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

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

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

                  "Section 4.10     Issuance of Series F Preferred Units.

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

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

                  (c)      Distributions.

                           (i) Payment of Distributions. Subject to the rights
                  of holders of Parity Preferred Units and any holders of
                  Partnership Interests issued after the date hereof in
                  accordance herewith ranking senior to the Series F Preferred
                  Units as to the payment of distributions, holders of Series F
                  Preferred Units shall be entitled to receive, when, as and if
                  declared by the Partnership acting through the General
                  Partner, out of Available Cash and Capital Transaction
                  Proceeds, cumulative preferential cash distributions at the
                  rate per annum of 8.75% of the original Capital Contribution
                  per Series F Preferred Unit. Such distributions shall be
                  cumulative, shall accrue from the original date of issuance
                  and will be payable (A) quarterly (such quarterly periods to
                  be the quarterly periods ending on the


                                       3
<PAGE>


                  dates set forth in this sentence) in arrears, on or before
                  March 31, June 30, September 30 and December 31 of each year,
                  commencing on September 30, 2000 (with the first such payment
                  to include the amount accrued from the period commencing the
                  date hereof and ending September 30, 2000) and, (B) in the
                  event of (i) an exchange of Series F Preferred Units into
                  Series F Preferred Stock, or (ii) a redemption of Series F
                  Preferred Units, on the exchange date or redemption date, as
                  applicable (each a" Series F Preferred Unit Distribution
                  Payment Date"). The amount of the distribution payable for any
                  period will be computed on the basis of a 360-day year of
                  twelve 30-day months and for any period shorter than a full
                  quarterly period for which distributions are computed, the
                  amount of the distribution payable will be computed on the
                  basis of the ratio of the actual number of days elapsed in
                  such period to ninety (90) days. If any date on which
                  distributions are to be made on the Series F Preferred Units
                  is not a Business Day (as defined herein), then payment of the
                  distribution to be made on such date will be made on the next
                  succeeding day that is a Business Day (and without any
                  interest or other payment in respect of any such delay) except
                  that, if such Business Day is in the next succeeding calendar
                  year, such payment shall be made on the immediately preceding
                  Business Day, in each case with the same force and effect as
                  if made on such date. Distributions on September 30, 2000 and
                  thereafter will be made to the holders of record of the Series
                  F Preferred Units on the relevant record dates to be fixed by
                  the Partnership acting through the General Partner, which
                  record dates shall be not less than ten (10) days and not more
                  than thirty (30) Business Days prior to the relevant Preferred
                  Unit Distribution Payment Date (the "Series F Preferred Unit
                  Partnership Record Date").

                           (ii) Limitation on Distributions. No distribution on
                  the Series F Preferred Units shall be declared or paid or set
                  apart for payment by the Partnership at such time as the terms
                  and provisions of any agreement of the Partnership relating to
                  its indebtedness (other than any agreement with the holder of
                  Partnership Interests or an Affiliate thereof, prohibits such
                  declaration, payment or setting apart for payment or provide,
                  that such declaration, payment or setting apart for payment
                  would constitute a breach thereof or a default thereunder, or
                  if such declaration, payment or setting apart for payment
                  shall be restricted or prohibited by law. Nothing in this
                  Section 4.l0(c)(ii) shall be deemed to modify or in any manner
                  limit the provisions of Sections 4.10(c)(iii) or 4.10(c)(iv).

                           (iii) Distributions Cumulative. Distributions on the
                  Series F Preferred Units will accrue whether or not the terms
                  and provisions of any agreement of the Partnership, including
                  any agreement relating to its indebtedness, at any time
                  prohibit the current payment of distributions, whether or not
                  the Partnership has earnings, whether or not there are funds
                  legally available for the payment of such of such
                  distributions and whether or not such distributions are
                  authorized. Accrued but unpaid distributions on the Series F
                  Preferred Units will accumulate as of the Series F Preferred
                  Unit Distribution Payment Date on which they first become
                  payable. Distributions on account of arrears for any past
                  distribution


                                       4
<PAGE>

                  periods may be declared and paid at any time, without
                  reference to a regular Series F Preferred Unit Distribution
                  Payment Date to holders of record of the Series F Preferred
                  Units on the record date fixed by the Partnership acting
                  through the General Partner which date shall be not less than
                  ten (10) days and not more than thirty (30) Business Days
                  prior to the payment date. Accumulated and unpaid
                  distributions will not bear interest.

                           (iv)     Priority as to Distributions.

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

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

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


                                       5
<PAGE>


                  (d)      Liquidation Preference.

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

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

                           (iii) No Further Rights. After payment of the full
                  amount of the liquidating distributions to which they are
                  entitled, the holders of Series F


                                       6
<PAGE>


                  Preferred Units will have no right or claim to any of the
                  remaining assets of the Partnership.

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

                  (e)      Optional Redemption.

                           (i) Right of Optional Redemption. The Series F
                  Preferred Units may not be redeemed prior to the fifth
                  anniversary of the issuance date. On or after such date, the
                  Partnership shall have the right to redeem the Series F
                  Preferred Units, in whole or in part, at any time or from time
                  to time, upon not less than 30 nor more than 60 days' written
                  notice, at a redemption price, payable in cash, equal to the
                  Capital Account balance of the holder of Series F Preferred
                  Units (the "Series F Redemption Price") provided, however,
                  that no redemption pursuant to this Section 4.l0(e)(i) will be
                  permitted if the Series F Redemption Price does not equal or
                  exceed the original Capital Contribution of such holder plus
                  the cumulative Series F Priority Return, whether or not
                  declared, to the redemption date to the extent not previously
                  distributed or distributed on the redemption date pursuant to
                  Section 4.l0(c)(i). If fewer than all of the outstanding
                  Series F Preferred Units are to be redeemed, the Series F
                  Preferred Units to be redeemed shall be selected pro rata (as
                  nearly as practicable without creating fractional units).

                           (ii)     Limitation on Redemption.

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


                                       7
<PAGE>


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

                           (iii)    Procedures for Redemption.

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

                                    (B) If the Partnership gives a notice of
                           redemption in respect of Series F Preferred Units
                           (which notice will be irrevocable) then, by 12:00
                           noon, New York City time, on the redemption date, the
                           Partnership will deposit irrevocably in trust for the
                           benefit of the Series F Preferred Units being
                           redeemed funds sufficient to pay the applicable
                           Series F Redemption Price and will give irrevocable
                           instructions and authority to pay such Series F
                           Redemption Price to the holders of the Series F
                           Preferred Units upon surrender of the Series F
                           Preferred Units by such holders at the place
                           designated in the notice of redemption. If the Series
                           F Preferred Units are evidenced by a certificate and
                           if fewer than all Series F Preferred Units evidenced
                           by any certificate are being redeemed, a new
                           certificate shall be issued upon surrender of the
                           certificate evidencing all Series F Preferred Units,
                           evidencing the unredeemed Series F Preferred Units
                           without cost to the holder thereof. On and after the
                           date of


                                       8
<PAGE>


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

                  (f)      Voting Rights.

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

                           (ii) Certain Voting Rights. So long as any Series F
                  Preferred Units remain outstanding, the Partnership shall not,
                  without the affirmative vote of the holders of at least
                  two-thirds of the Series F Preferred Units outstanding at the
                  time (i) authorize or create, or increase the authorized or
                  issued amount of, any class or series of Partnership Interests
                  ranking prior to the Series F Preferred Units with respect to
                  payment of distributions or rights upon liquidation,
                  dissolution or winding-up or create, authorize or issue any
                  obligations or security convertible into or evidencing the
                  right to purchase any such Partnership Interests, (ii)
                  authorize or create, or increase the authorized or issued
                  amount of any Parity Preferred Units or reclassify any
                  Partnership Interest of the Partnership into any such
                  Partnership Interest or create, authorize or issue any
                  obligations or security convertible into or evidencing the
                  right to purchase any such Partnership Interests but only to
                  the extent such Parity Preferred Units are issued to an
                  affiliate of the Partnership, other than to (1) Security
                  Capital U.S. Realty, Security Capital Holdings, S.A. or their
                  Affiliates (if issued upon arm's length terms in the good
                  faith determination of the board of directors of the General
                  Partner), or (2) the General Partner to the extent the
                  issuance of such interests was to allow the General Partner to
                  issue corresponding preferred stock to persons who are not
                  affiliates of the Partnership; or (iii) (A) consolidate, merge
                  into or with, or convey, transfer or lease its assets
                  substantially as an entirety to, any corporation or other
                  entity or (B) amend, alter or repeal the provisions of the
                  Partnership Agreement, whether by merger, consolidation or
                  otherwise, in a manner that


                                       9
<PAGE>


                  would materially and adversely affect the powers, special
                  rights, preferences, privileges or voting power of the Series
                  F Preferred Units or the holders thereof; provided, however,
                  that with respect to a merger, consolidation or a sale or
                  lease of all of the Partnership's assets as an entirety, so
                  long as (a) the Partnership is the surviving entity and the
                  Series F Preferred Units remain outstanding with the terms
                  thereof unchanged, or (b) the resulting, surviving or
                  transferee entity is a partnership, limited liability company
                  or other pass-through entity organized under the laws of any
                  state and substitutes for the Series F Preferred Units other
                  interests in such entity having substantially the same terms
                  and rights as the Series F Preferred Units, including with
                  respect to distributions, voting rights and rights upon
                  liquidation, dissolution or winding-up, then the occurrence of
                  any such event shall not be deemed to materially and adversely
                  affect such rights, privileges or voting powers of the holders
                  of the Series F Preferred Units and no vote of the Series F
                  Preferred Units shall be required in such case; and provided
                  further that any increase in the amount of Partnership
                  Interests or the creation or issuance of any other class or
                  series of Partnership Interests, in each case ranking (a)
                  junior to the Series F Preferred Units with respect to payment
                  of distributions and the distribution of assets upon liquida-
                  tion, dissolution or winding-up, or (b) on a parity to the
                  Series F Preferred Units with respect to payment of distribu-
                  tions or the distribution of assets upon liquidation, dissolu-
                  tion or winding-up to the extent such Partnership Interest are
                  not issued to an affiliate of the Partnership, other than (A)
                  Security Capital U.S. Realty, Security Capital Holdings, S.A.
                  or their Affiliates (if issued upon arm's length terms in the
                  good faith determination of the board of directors of the
                  General Partner), or (B) the General Partner to the extent the
                  issuance of such interests was to allow the General Partner to
                  issue corresponding preferred stock to persons who are not
                  affiliates of the Partnership, shall not be deemed to
                  materially and adversely affect such rights, preferences,
                  privileges or voting powers and no vote of the Series F
                  Preferred Units shall be required in such case.

                  (g)      Exchange Rights.

                           (i)      Right to Exchange.

                                    (A) Series F Preferred Units will be
                           exchangeable in whole or in part at anytime on or
                           after the tenth anniversary of the date of issuance,
                           at the option of the holders thereof, for authorized
                           but previously unissued shares of 8.75% Series F
                           Cumulative Redeemable Preferred Stock of the General
                           Partner (the "Series F Preferred Stock") at an
                           exchange rate of one share of Series F Preferred
                           Stock for one Series F Preferred Unit, subject to
                           adjustment as described below (the "Series F Exchange
                           Price"), provided that the Series F Preferred Units
                           will become exchangeable at any time, in whole or in
                           part, at the option of the holders of Series F
                           Preferred Units for Series F Preferred Stock if (y)
                           at any time full distributions shall not have been
                           made on the applicable Series F Preferred Unit
                           Distribution Payment Date on any Series F Preferred
                           Unit


                                       10
<PAGE>


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


                                       11
<PAGE>


                           investment trust within the meaning of the Code and
                           that such failure would create a meaningful risk
                           that a holder of the Series F Preferred Units would
                           fail to maintain qualification as a real estate
                           investment trust. Furthermore, the Series F
                           Preferred Units may be exchanged in whole or
                           in part for Series F Preferred Stock at any time
                           after the date hereof, if both (1) the holder thereof
                           concludes based on results or projected results that
                           there exits (in the reasonable judgment of the
                           holder) an imminent and substantial risk that the
                           holder's interest in the Partnership does or will
                           represent more than 19.5% of the total profits or
                           capital interests in the Partnership (determined in
                           accordance with Treasury Regulations Section 1.731
                           -2(e)(4)) for a taxable year, and (2) the holder
                           delivers to the General Partner an opinion of
                           nationally recognized independent counsel to the
                           effect that there is an imminent and substantial risk
                           that the holder's interest in the Partnership does or
                           will represent more than 19.5% of the total profits
                           or capital interests in the Partnership (determined
                           in accordance with Treasury Regulations Section
                           1.731-2(e)(4)) for a taxable year.

                                    (B) Notwithstanding anything to the contrary
                           set forth in Section 4.10(g)(i)(A), if an Series F
                           Exchange Notice (as defined herein) has been
                           delivered to the General Partner, then the General
                           Partner may at its option, elect to redeem or cause
                           the Partnership to redeem all or a portion of the
                           outstanding Series F Preferred Units for cash in an
                           amount equal to the original Capital Contribution per
                           Series F Preferred Unit and all accrued and unpaid
                           distributions thereon to the date of redemption. The
                           General Partner may exercise its option to redeem the
                           Series F Preferred Units for cash pursuant to this
                           Section 4.l0(g)(i)(B) by giving each holder of record
                           of Series F Preferred Units notice of its election to
                           redeem for cash, within five (5) Business Days after
                           receipt of the Series F Exchange Notice, by (i) fax,
                           and (ii) registered mail, postage paid, at the
                           address of each holder as it may appear on the
                           records of the Partnership stating (i) the redemption
                           date, which shall be no later than sixty (60) days
                           following the receipt of the Series F Exchange
                           Notice, (ii) the redemption price, (iii) the place or
                           places where the Series F Preferred Units are to be
                           surrendered for payment of the redemption price, (iv)
                           that distributions on the Series F Preferred Units
                           will cease to accrue on such redemption date; (v)
                           that payment of the redemption price will be made
                           upon presentation and surrender of the Series F
                           Preferred Units and (vi) the aggregate number of
                           Series F Preferred Units to be redeemed, and if fewer
                           than all of the outstanding Series F Preferred Units
                           are to be redeemed, the number of Series F Preferred
                           Units to be redeemed held by such holder, which
                           number shall equal such holder's pro-rata share
                           (based on the percentage of the aggregate number of
                           outstanding Series F Preferred Units the total number
                           of Series F Preferred Units held by such holder
                           represents) of the aggregate number of Series F
                           Preferred Units being redeemed.


                                       12
<PAGE>


                                    (C) Upon the occurrence of an event giving
                           rise to exchange rights pursuant to Section
                           4.l0(g)(i)(A), in the event an exchange of all or a
                           portion of Series F Preferred Units pursuant to
                           Section 4.10(g)(i)(A) would violate the provisions on
                           ownership limitation of the General Partner set forth
                           in Article 5 of the Articles of Incorporation, the
                           General Partner shall give written notice thereof to
                           each holder of record of Series F Preferred Units,
                           within five (5) Business Days following receipt of
                           the Series F Exchange Notice, by (i) fax, and (ii)
                           registered mail, postage prepaid, at the address of
                           each such holder set forth in the records of the
                           Partnership. In such event, each holder of Series F
                           Preferred Units shall be entitled to exchange,
                           pursuant to the provision of Section 4.10(g)(ii) a
                           number of Series F Preferred Units which would comply
                           with the provisions on the ownership limitation of
                           the General Partner set forth in such Article 5 of
                           the Articles of Incorporation and any Series F
                           Preferred Units not so exchanged (the "Series F
                           Excess Units") shall be redeemed by the Partnership
                           for cash in an amount equal to the original Capital
                           Contribution per Series F Excess Unit, plus any
                           accrued and unpaid distributions thereon, whether or
                           not declared, to the date of redemption. The written
                           notice of the General Partner shall state (i) the
                           number of Series F Excess Units held by such holder,
                           (ii) the redemption price of the Series F Excess
                           Units, (iii) the date on which such Series F Excess
                           Units shall be redeemed, which date shall be no later
                           than sixty (60) days following the receipt of the
                           Series F Exchange Notice, (iv) the place or places
                           where such Series F Excess Units are to be
                           surrendered for payment of the Series F Redemption
                           Price, (iv) that distributions on the Series F Excess
                           Units will cease to accrue on such redemption date,
                           and (v) that payment of the redemption price will be
                           made upon presentation and surrender of such Series F
                           Excess Units. In the event an exchange would result
                           in Series F Excess Units, as a condition to such
                           exchange, each holder of such units agrees to provide
                           representations and covenants reasonably requested by
                           the General Partner relating to (i) the widely held
                           nature of the interests in such holder, sufficient to
                           assure the General Partner that the holder's
                           ownership of stock of the General Partner (without
                           regard to the limits described above) will not cause
                           any individual to own in excess of 9.8% of the stock
                           of the General Partner; and (ii) to the extent such
                           holder can so represent and covenant without
                           obtaining information from its owners, the holder's
                           ownership of tenants of the Partnership and its
                           affiliates.

                                    (D) The redemption of Series F Preferred
                           Units described in Section 4.10(g)(i)(B) and (C)
                           shall be subject to the provisions of Section
                           4.l0(e)(ii)(A) and Section 4.10(e)(iii)(B); provided,
                           however, that for purposes hereof the term
                           "Redemption Price" in Sections 4.10(e)(ii)(A) and
                           4.10(e)(iii)(B) shall be read to mean the original
                           Capital Contribution per Series F Preferred Unit
                           being redeemed plus all accrued and unpaid
                           distributions to the redemption date.


                                       13
<PAGE>


                           (ii)     Procedure for Exchange.

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

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


                                       14
<PAGE>


                           Series F Preferred Unit), receive a distribution out
                           of Available Cash or Capital Transaction Proceeds of
                           the Partnership with respect to any Series F
                           Preferred Units so exchanged.

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

                           (iii)    Adjustment of Exchange Price.

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

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

                                    (C) So long as a Preferred Partner or any of
                           its permitted successors or assigns holds any Series
                           F Preferred Units as the case may be, the General
                           Partner shall not, without the affirmative vote of
                           the holders of at least two-thirds of the Series F
                           Preferred Units (excluding any Series F Preferred
                           Units surrendered to the General Partner in exchange
                           for Series F Preferred Stock) and Series F Preferred
                           Stock (voting together as a class on the basis of
                           number of shares into which Series F Preferred Units
                           are exchangeable) outstanding at the time: (a)
                           designate or create, or increase the authorized or
                           issued amount of, any class or series of shares
                           ranking senior to the Series F Preferred Stock with


                                       15
<PAGE>


                           respect to the payment of distributions or rights
                           upon liquidation, dissolution or winding-up or
                           reclassify any authorized shares of the General
                           Partner into any such shares, or create, authorize or
                           issue any obligations or securities convertible into
                           or evidencing the right to purchase any such shares;
                           (b) designate or create, or increase the authorized
                           or issued amount of, any Parity Preferred Stock or
                           reclassify any authorized shares of the General
                           Partner into any such shares, or create, authorize or
                           issue any obligations or security convertible into or
                           evidencing the right to purchase any such shares, but
                           only to the extent that such Parity Preferred Stock
                           are issued to an Affiliate of the General Partner
                           other than (A) Security Capital U.S. Realty, Security
                           Capital Holdings, S.A. or their affiliates (if issued
                           on arm's length terms in the good faith determination
                           of the board of directors of the General Partner), or
                           (B) the General Partner to the extent the issuance of
                           such interests was to allow the General Partner to
                           issue corresponding preferred stock in the same
                           transaction to persons who are not affiliates of the
                           Partnership; (c) amend, alter or repeal the
                           provisions of the Charter or bylaws of the General
                           Partner, whether by merger, consolidation or
                           otherwise, that would materially and adversely affect
                           the powers, special rights, preferences, privileges
                           or voting power of the Series F Preferred Stock or
                           the holders thereof; provided, however, that any
                           increase in the amount of authorized Preferred Stock
                           or the creation or issuance of any other series or
                           class of Preferred Stock, or any increase in the
                           amount of authorized shares of each class or series,
                           in each case ranking either (1) junior to the Series
                           F Preferred Stock with respect to the payment of
                           distributions or the distribution of assets upon
                           liquidation, dissolution or winding-up, or (2) on a
                           parity with the Series F Preferred Stock with respect
                           to the payment of distributions or the distribution
                           of assets upon liquidation, dissolution or winding-up
                           to the extent such Preferred Stock are not issued to
                           an Affiliate of the General Partner other than (A)
                           Security Capital U.S. Realty, Security Capital
                           Holdings, S.A. or their affiliates if issued on arm's
                           length terms in the good faith determination of the
                           board of directors of the General Partner, or (B)
                           General Partner to the extent the issuance of such
                           interests was to allow the General Partner to issue
                           corresponding preferred stock to persons who are not
                           affiliates of the Partnership, shall not be deemed to
                           materially and adversely affect such rights,
                           preferences, privileges or voting powers.

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

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


                                       16
<PAGE>


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

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

         Section 7. Article 11 - Transfers and Withdrawals.

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

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

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

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

         Section 8. Article 13 - Dissolution and Liquidation.

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

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

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

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


                                       17
<PAGE>


         Section 10.       Miscellaneous.

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

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

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

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

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

                  (b) Section 4.2(b)(i)(B) is hereby amended by inserting the
         words "and Section 4.l0(f)(ii)" after the words "and Sections
         4.5(f)(ii) and 4.8(f)(ii) after the reference to "Section 14.1(g)(ii)"
         in clause (ii); and


                                       18
<PAGE>


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

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

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

                        (SPACE LEFT INTENTIONALLY BLANK)


                                       19
<PAGE>



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

                                       GENERAL PARTNER

                                       REGENCY REALTY CORPORATION


                                       By:      /s/  Bruce M. Johnson
                                          --------------------------------------
                                              Name:    Bruce M. Johnson
                                              Title:   Managing Director and
                                                       Executive Vice President

                                       LIMITED PARTNER

                                       MONTEBELLO REALTY CORP.

                                       By:      /s/ J. Timothy Ford
                                          --------------------------------------
                                                Name:  J. Timothy Ford
                                                Title:  V. P.