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                                                                     EXHIBIT 4.9


                             SUPPLEMENTAL INDENTURE


         THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is dated as
of November 13, 2000, and is entered into by and between Pan Pacific Retail
Properties, Inc. (the "Successor"), a Maryland corporation, and The Bank of New
York (successor to Boatmen's Trust Company) as trustee under the indenture
referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, Western Properties Trust, a California real estate investment
trust, ("Western") has heretofore executed and delivered to the Trustee the
indenture (as amended or supplemented, the "Indenture"), dated as of February
24, 1994, pursuant to which notes in an aggregate principal amount of
$50,000,000 have been issued (the "Notes");

         WHEREAS, Western has merged with and into the Successor, effective as
of the date hereof, with the Successor continuing as the surviving corporation;

         WHEREAS, the Successor desires to assume all of the obligations of
Western under the Indenture and the Notes;

         WHEREAS, Section 801 of the Indenture provides that the Successor shall
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Successor shall expressly assume all of Western's obligations under the
Notes and the Indenture, upon which assumption, the Indenture shall remain in
full force and effect; and

         WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Successor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

                  1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. Agreement to Assume. Pursuant to Sections 801 and 802 of
the Indenture, the Successor hereby agrees to assume all the covenants and
obligations of Western under the Notes and the Indenture.

                  3. No Recourse Against Others. No director, officer, employee,
incorporator, stockholder or agent of the Successor, as such, shall have any
liability for any obligations of Western under the Notes, the Indenture, or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation.

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                  4. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

                  5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                  7. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the correctness of the recitals
of fact contained herein, all of which recitals are made solely by the
Successor.

                  8. Miscellaneous. Except as amended herein, the Indenture
shall remain in full force and effect.



                            [SIGNATURE PAGE FOLLOWS.]


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         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.

Dated:  November __, 2000             PAN PACIFIC RETAIL PROPERTIES, INC.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                      THE BANK OF NEW YORK,
                                      as Trustee


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


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