FINAL (ADOPTED AND APPROVED AT THE BOARD
                                             MEETING HELD ON SEPTEMBER 30, 1999)



                                   RESOLUTIONS


         WHEREAS,   in  connection  with  the  execution  and  delivery  of  his
Termination   Agreement,   dated  as  of  August  17,  1999  (Mr.   Rutherford's
"TERMINATION  AGREEMENT") and pursuant to paragraph 2.f thereof,  Mr. Rutherford
delivered to the Board of Directors  (the "BOARD") of Atlantic Gulf  Communities
Corporation  (the  "COMPANY") his undated  letter of resignation  from the Board
(his "RESIGNATION LETTER"); and

         WHEREAS, a copy of Mr.  Rutherford's  Resignation Letter is attached as
EXHIBIT A hereto; and

         WHEREAS,  pursuant to  paragraph  2.f of Mr.  Rutherford's  Termination
Agreement,  the parties thereto agreed that Mr. Rutherford's  Resignation Letter
would become  effective  on the earlier to occur of (1) the date Mr.  Rutherford
instructs  the  Board to accept  and date such  letter or (2) the date the Board
determines,  in its sole and absolute discretion, to accept and date such letter
(such date being referred to herein as the "EFFECTIVE Date" of Mr.  Rutherford's
Resignation Letter); and

         WHEREAS,  Section 3.3 of the Restated Bylaws of the Company, as amended
(the  "BYLAWS,"  a copy of which is  attached  as EXHIBIT B hereto),  sets forth
procedures for filling a vacancy on the Board; and

         WHEREAS,   the   Directors   have   agreed  upon   certain   procedures
("PROCEDURES")  to be  followed  by the Board in  connection  with (1) the Board
accepting and dating Mr. Rutherford's Resignation Letter and/or (2) appointing a
person to fill the vacancy on the Board created by Mr. Rutherford's  resignation
therefrom,  which  Procedures  are different  from the  procedures for filling a
vacancy set forth in Section 3.3 of the Bylaws; and

         WHEREAS, the Directors have determined that it is in the best interests
of the Company to amend the Bylaws to incorporate the Procedures and any and all
other conforming  amendments  thereto  necessary or desirable to fully implement
the Procedures; and

         WHEREAS,  Section  10.1 of the Bylaws (a copy of which is  attached  as
EXHIBIT C hereto) sets forth the procedures for amending the Bylaws.

         NOW,  THEREFORE, be it:

<PAGE>


         A.       RESOLVED, that Section 3.3 of the Bylaws be, and it hereby is,
amended in its entirety to read as follows:

                  "Section 3.3  VACANCIES.  Vacancies on the Board may
                  be  filled  only  by a  vote  of a  majority  of the
                  Directors then in office, though less than a quorum,
                  or  by  the  sole  remaining   Director;   provided,
                  however,  that  (i)  any  vacancies  created  by any
                  Series A Director  ceasing to be a Director shall be
                  filled  by a vote  of a  majority  of the  Series  A
                  Directors   still  then  in  office  or  by  a  sole
                  remaining   Director,   and   (ii)   notwithstanding
                  anything  in  these  Bylaws  to  the  contrary,  any
                  vacancy   on  the  Board   created   either  by  Mr.
                  Rutherford  dating his  Resignation  Letter which he
                  delivered,  undated, to the Board on or about August
                  17, 1999 (Mr. Rutherford's "Resignation Letter"), or
                  by the Board  accepting and dating Mr.  Rutherford's
                  Resignation   Letter,   may  be  filled  only  by  a
                  unanimous  vote  of  all of the  Directors  then  in
                  office."

 and be it

         B.       FURTHER  RESOLVED,  that Section 10.1 of the Bylaws be, and it
hereby is, amended in its entirety to read as follows:

                  "Section 10.1 AMENDMENTS. Except for Section 2.2(b),
                  which may be amended only by the stockholders, these
                  Bylaws may be  amended,  altered or  repealed at any
                  meeting of the Board,  by vote of a majority  of the
                  entire Board, or at any regular Board meeting by the
                  unanimous  vote  of all of  the  Directors  present;
                  provided,  that,  (i)  notwithstanding  anything  in
                  these Bylaws to the contrary, the second sentence of
                  Section 3.2 of these  Bylaws  (setting the number of
                  Directors  constituting  the entire  Board at seven)
                  and Section  3.3(ii) of these Bylaws  (regarding the
                  filling of any  vacancy on the Board  created by Mr.
                  Rutherford's  resignation therefrom) may be amended,
                  altered or repealed only by a unanimous  vote of all
                  of the  Directors  then in office and (ii) notice of
                  any proposed alteration,  amendment or repeal of all
                  or any portion of these  Bylaws shall have been sent
                  by mail to all the  Directors  not fewer  than three
                  days  before  the  meeting  at which  they are to be
                  acted upon."

and be it

         C.       FURTHER  RESOLVED,  that  nothing  contained  in  any  of  the
foregoing  Resolutions  is intended  to, nor shall it,  affect,  in any way, the
rights of the stockholders of the Company under the Delaware General Corporation
Law, the Charter and/or the Bylaws,  to elect any person to the Board, to fill a
vacancy on the Board or to adopt, amend, alter or repeal the Bylaws.