<PAGE>
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of
September 25, 2000 by and among the entities set forth on Schedule I hereto,
(collectively, the "HOLDERS"), Rodamco North America N.V., a company organized
under the laws of the Netherlands ("RODAMCO"), Hexalon Real Estate, Inc., a
Delaware corporation ("HEXALON"), Head Acquisition, L.P., a Delaware limited
partnership ("HEAD ACQUISITION LP"), Head Acquisition Corp., a Delaware
corporation ("HEAD ACQUISITION CORP"), and Urban Shopping Centers, Inc., a
Maryland corporation ("URBAN").
WHEREAS, Rodamco, Hexalon, Head Acquisition LP, Head Acquisition Corp,
Urban, and Urban Shopping Centers, L.P., an Illinois limited partnership ("URBAN
LP"), are parties to that certain Agreement and Plan of Merger dated as of the
date hereof (the "MERGER AGREEMENT") pursuant to which a subsidiary of Hexalon
will merge with and into Urban with the subsidiary of Hexalon surviving (the
"MERGER"). All capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement;
WHEREAS, pursuant to an amendment and restatement of the Urban LP
Agreement to be effected simultaneously with the completion of the Merger,
holders of common units of limited partner interest in Urban LP who do not elect
to convert such units into shares of Urban Common Stock prior to the Merger will
receive a cash distribution that represents approximately 80% of the
consideration that such holders would have received if they had fully converted
such units to shares of Urban Common Stock and will retain a continuing, but
reduced, partnership interest in the Urban LP ("CONTINUING INTEREST").
WHEREAS, as a condition to the willingness of Rodamco, Hexalon, Head
Acquisition LP and Head Acquisition Corp to enter into the Merger Agreement,
Rodamco, Hexalon, Head Acquisition LP and Head Acquisition Corp have requested
that each Holder agree, and in order to induce Rodamco, Hexalon, Head
Acquisition LP and Head Acquisition Corp. to enter into the Merger Agreement,
each Holder has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Each Holder represents, warrants and agrees that (a) Schedule
I hereto sets forth the number, class and series of (i) shares of Urban Stock
and (ii) units of partnership interest in the Urban LP (the "UNITS" and,
collectively with the shares of Urban Stock, the "SECURITIES") of which the
undersigned is the record or beneficial owner, (b) as of the date hereof, it
owns the Securities, free and clear of all liens, charges, encumbrances, voting
agreements and
<PAGE>
commitments of every kind, except as disclosed in Schedule I, and (c) it has
sole voting and dispositive power over all of the Securities, except as
disclosed in Schedule I.
2. Each Holder agrees that it will not contract to sell, sell or
otherwise transfer or dispose of any of the Securities, or any interest therein,
or securities convertible into, or any voting rights with respect to, any of the
Securities, other than (a) as expressly contemplated by this Agreement and the
Merger Agreement or (b) a transfer to a party who executes a counterpart of this
Agreement, in form and substance reasonably satisfactory to Hexalon, agreeing to
be bound by the terms and provisions hereof. Without limiting the foregoing,
each Holder agrees that it will not grant any proxies or powers of attorney or
enter into a voting agreement or other arrangement with respect to any
Securities or deposit any Securities into a voting trust.
3. Each Holder agrees that it will (a) tender all of its shares
of Urban Stock pursuant to the Offer or (b) to the extent not so tendered, vote,
or cause to be voted all of the shares of Urban Stock or Units, as applicable,
beneficially owned by it, or with respect to which it has the right to vote,
including the Securities, at any meeting of stockholders or partners, as
applicable (including any adjournment or postponement thereof), or pursuant to
any action by written consent:
(i) in favor of the Amendment in substantially the form
attached as EXHIBIT A and any actions required in furtherance thereof;
(ii) against any action or agreement that (Y) could
reasonably be expected to result in a breach in any material respect of
any covenant, representation or warranty, or any other obligation of
Urban, under the Merger Agreement or any related agreement or (Z) is
intended, or could reasonably be expected, to materially impede,
interfere with, delay, postpone or adversely affect the Offer, the
Merger, the Amendment or the other transactions contemplated by the
Merger Agreement; and
(iii) against any Competing Transaction.
4. Each Holder agrees to cooperate fully with Hexalon in
connection with the Merger Agreement and the transactions contemplated thereby,
agrees that it will not, and it shall not authorize or permit any officer,
director or employee of, or any investment banker, attorney or other advisor or
representative of, such Holder to (i) solicit or initiate, encourage, or
facilitate, directly or indirectly, any inquiries relating to, or the submission
of, any proposal or offer, whether in writing or otherwise, from a Third Party
regarding a Competing Transaction; (ii) participate in any discussions or
negotiations regarding, or furnish to any person any information or data with
respect to or access to the properties of, or take any other action to knowingly
facilitate the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Competing Transaction; or (iii) enter into any
agreement (written or oral) with respect to any Competing Transaction, approve
or recommend or resolve to approve or recommend any Competing Transaction or
enter into any agreement (written or oral) requiring it to abandon, terminate or
fail to consummate the Offer, the Merger, the Amendment and the
2
<PAGE>
other transactions contemplated by the Merger Agreement; PROVIDED, that any
Holder (or any affiliates thereof) who is a director, officer or employee of
Urban may take actions solely in his or her capacity as such to the extent
permitted under the Merger Agreement; PROVIDED FURTHER, HOWEVER, that the
foregoing clause shall in no way relieve a Holder from any obligation as a
record or beneficial owner of Securities to vote, transfer or hold such
Securities as herein provided and to otherwise comply with the terms and
conditions of this agreement.
Each Holder agrees to notify Hexalon orally and in writing of (i) any
Competing Transaction or any inquiry with respect to or which could reasonably
be expected to lead to any Competing Transaction received by such Holder or any
financial advisor, attorney or other advisor or representative of such Holder,
(ii) the material terms of such Competing Transaction (including a copy of any
written proposal) and (iii) the identity of the person making the proposal or
offer for any such Competing Transaction or inquiry immediately following
receipt by such Holder or any financial advisor, attorney or other advisor or
representative of such Holder of such Competing Transaction proposal or inquiry.
5. Without limiting the provisions of the Merger Agreement, in
the event (a) of any stock dividend, stock split, recapitalization,
reclassification, combination or exchange affecting any of the shares of Urban
Stock or Units, or (b) any Holder shall become the beneficial owner of any
additional shares of Urban Stock or other securities entitling the Holder
thereof to vote or give consent with respect to the matters set forth in
paragraph 3 or 5 hereof, then the terms of this Agreement shall apply to the
shares of capital stock or other securities of Urban or the Urban LP held by
such Holder immediately following the effectiveness of the events described in
clause (a) or such Holder becoming the beneficial owner thereof as described in
clause (b), as though they were Securities of such Holder hereunder. Each Holder
hereby agrees, while this Agreement is in effect, to notify Hexalon of the
number of any new Securities acquired by such Holder, if any, after the date
hereof.
6. Each Holder hereby agrees that, except for the Units listed in
Schedule I that will be converted into shares of Urban Common Stock and tendered
pursuant to the Offer, it shall hold all of its Units so as to receive the
Continuing Interest with respect to any Units owned beneficially or by record of
it as of the Effective Time and the effectiveness of the Amendment.
7. Simultaneously with the Effective Time, each of (i) the
Non-Competition Agreement, dated as of October 14, 1993, between Urban and Neil
G. Bluhm, (ii) the Non-Competition Agreement, dated as of October 14, 1993,
between Urban and Judd D. Malkin, (iii) the Non-Competition and Restriction
Agreement, dated as of October 14, 1993, between Urban and JMB Institutional
Realty Corporation and (iv) the Non-Competition and Restriction Agreement, dated
as of October 14, 1993, between Urban and JMB Realty Corporation shall
automatically terminate without any further actions by any of the parties hereto
and shall be of no further force and effect. Urban represents and warrants that
the actions to be taken pursuant to this paragraph 7 have been approved by the
Urban Special Committee, which committee constitutes a majority of the
Disinterested Directors (as such term is defined in each of the documents listed
in clauses (i) through (iv) above).
3
<PAGE>
8. Simultaneously with the Effective Time, Urban shall enter
into, and Rodamco and Head Acquisition LP shall cause Urban LP to enter into,
the form of Insurance Agreement attached as EXHIBIT B. Simultaneously with the
Effective Time, Hexalon and Urban shall enter into, and Rodamco, Hexalon and
Urban shall cause Urban LP to enter into, the form of Indemnification and Tax
Contest Agreement attached as EXHIBIT C.
9. Simultaneously with the Effective Time, Hexalon Acquisition
LP, in its capacity as general partner of Urban LP, and each of the parties
hereto which are limited partners of Urban LP, in their respective capacities as
limited partners of Urban LP, shall execute, and Rodamco and Hexalon shall cause
Head Acquisition LP to execute in its capacity as general partner of Urban LP,
the Amendment in the form attached as EXHIBIT A; PROVIDED, HOWEVER, that in the
event all Limited Partners of Urban LP (other than holders of Series C Preferred
Units and Series D Preferred Units) do not execute the Amendment, the Amendment
shall include the provisions of Section 4.2.5 of the current Urban LP
partnership agreement in all material respects; and PROVIDED FURTHER, that if
the Per Common Share Amount is increased by the Head Parties pursuant to the
Merger Agreement, the distribution to be made to the Limited Partners of Urban
LP pursuant to Section 4.5(b) of the Amendment shall be proportionately
increased and the base amount of $48.00 used in calculating the Put Multiple
shall be increased to the Per Common Share Amount. Prior to the execution of the
Amendment, the parties hereto shall negotiate in good faith and reach agreement
on the dollar amounts to be included under the column heading "Agreed Value (in
000's):" and appropriate descriptions of the properties to be included under the
column heading "Property:" in Exhibit B to the Amendment, and in connection
therewith, shall take into account the valuation methodology utilized to
determine the aggregate amount of the Merger Date Distribution as defined in the
Amendment. Simultaneously with the Effective Time, each of Rodamco and Hexalon
will deliver agreements whereby each agrees to be bound by the restrictions set
forth in Section 7.5 of the Amendment.
10. Each of the parties hereto agrees that, as of the Effective
Time, any rights any of the parties hereto may have pursuant to the registration
rights agreements listed on Schedule II (the "REGISTRATION RIGHTS AGREEMENTS")
shall be suspended and of no force and effect; PROVIDED, that such parties
subsequently shall automatically and without further action benefit from such
rights and agreements in accordance with the terms set forth in SECTION 4.6 of
the Amendment. Each party hereto represents and warrants that, except for rights
under the Registration Rights Agreements, it has no rights to require
registration of securities of Rodamco, Hexalon, Head Acquisition LP, Head
Acquisition Corp, Urban or Urban LP.
11. Rodamco, Hexalon, Head Acquisition LP and Head Acquisition
Corp (collectively, the "HEAD PARTIES") represent and warrant to the Holders
that: (i) Head Acquisition LP has provided to each of the Holders a copy of the
financing commitment letter, attached as EXHIBIT D, including any exhibits,
schedules or amendments thereto relating to the Chase Loan (as defined in the
Amendment) (the "FINANCING LETTER"); (ii) the Financing Letter is effective and
has not been withdrawn or modified and all commitment fees have been paid
thereunder; and (iii) to the Knowledge of Rodamco and Hexalon, the conditions
set forth in the Financing Letter will be able to be satisfied prior to the
Effective Time. If the Chase Loan does not provide sufficient funds to Head
Acquisition LP to make the distribution required by
4
<PAGE>
Section 4.5(b) of the Amendment, Head Acquisition LP covenants and agrees, to,
and Rodamco and Hexalon covenant and agree to cause Head Acquisition LP to,
obtain alternative financing with the same structural features as are provided
in the Chase Loan. From and after the consummation of the Offer until the
effectiveness of the Amendment, the Head Parties covenant and agree not to cause
or permit Urban to take any action, or refrain from taking any action, with
respect to Urban LP that would require that consent of the Original Class A
Limited Partners (as defined in the Amendment) without the requisite consent of
those limited partners. The obligations of the Holders under this Agreement are
conditioned on the accuracy of, and compliance with, the representations,
warranties and covenants set forth in this SECTION 11, and if such
representations, warranties and covenants become inaccurate or are not complied
with at any time, the Holders shall have no further obligations under this
Agreement.
12. Each of Rodamco, Hexalon, Head Acquisition Corp, Head
Acquisition LP and each Holder represents and warrants that it has all necessary
power and authority to enter into this Agreement, that this Agreement is the
legal, valid and binding agreement of Rodamco, Hexalon, Head Acquisition Corp,
Head Acquisition LP or such Holder, as the case may be, and that this Agreement
is enforceable against Rodamco, Hexalon, Head Acquisition Corp., Head
Acquisition LP or such Holder, as the case may be, in accordance with its terms.
13. This Agreement shall terminate automatically without any
further action by any of the parties hereto immediately upon the earlier of (a)
the day following the Effective Time and (b) the termination of the Merger
Agreement in accordance with its terms. This Agreement may also be terminated,
as to any Holder, by the mutual agreement of Hexalon and such Holder; provided,
that such termination as to such Holder will not affect the obligations of any
other Holder hereunder. No termination of this Agreement will relieve any party
from liability for any material breach of its obligations hereunder committed
prior to such termination.
14. The parties hereto agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with the terms hereof or were otherwise breached and that each party
shall be entitled to specific performance of the terms hereof in addition to any
other remedy which may be available at law or in equity.
15. All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) confirmation of a receipt of a
facsimile transmission, (b) confirmed delivery by an overnight courier or when
delivered by hand, or (c) confirmation of receipt when sent by certified or
registered mail, postage prepaid, addressed, in the case of Hexalon, to the
address set forth for Hexalon in the Merger Agreement (with copies as set forth
in the Merger Agreement) and in the case of a Holder, to the address set forth
under such Holder's name on Schedule I hereto (or at such other address for any
party as shall be specified by like notice).
16. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto; PROVIDED, that with respect to the rights and
obligations of any Holder under this Agreement, this Agreement may be amended
with the approval of such Holder and Hexalon, notwithstanding the failure to
obtain the approval of any other Holder.
5
<PAGE>
17. This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of the other parties hereto. This
Agreement will be binding upon, inure to the benefit of and be enforceable by
each party and such party's respective heirs, beneficiaries, executors,
representatives and permitted assigns.
18. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
19. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability, without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
20. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Maryland (without giving effect to the
provisions thereof relating to conflicts of law).
21. The representations, warranties, covenants and agreements of
the Holders in this Agreement are made severally, and not jointly, by each
Holder.
22. This Agreement shall be the valid and binding obligation of
each party hereto upon the execution by such party of this Agreement, regardless
of whether each other party has executed this Agreement.
[SIGNATURE PAGES FOLLOW]
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, or have caused this Agreement to be duly executed and delivered
in their names and on their behalf, as of the date first written above.
RODAMCO NORTH AMERICA N.V.
By: /s/ Daniel S. Weaver
--------------------------------------
Name: Daniel S. Weaver
------------------------------------
Title: Managing Director and Chief
Financial Officer
-----------------------------------
<PAGE>
HEXALON REAL ESTATE, INC.
By: /s/ Daniel S. Weaver
--------------------------------------
Name: Daniel S. Weaver
------------------------------------
Title: Vice President
-----------------------------------
HEAD ACQUISITION CORP.
By: /s/ Daniel S. Weaver
--------------------------------------
Name: Daniel S. Weaver
------------------------------------
Title: Secretary, Treasurer and Vice
President
-----------------------------------
HEAD ACQUISITION, L.P.
By: Hexalon Real Estate, Inc., its
General Partner
By: /s/ Daniel S. Weaver
--------------------------------------
Name: Daniel S. Weaver
------------------------------------
Title: Vice President
-----------------------------------
<PAGE>
URBAN SHOPPING CENTERS, INC.
By: /s/ Michael Hilborn
--------------------------------------
Name: Michael Hilborn
------------------------------------
Title: Secretary
-----------------------------------
<PAGE>
CENTER PARTNERS, LTD.,
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
-----------------------------
Its: Executive Vice President
----------------------------
UIDC HOLDINGS, L.P.,
a Delaware limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
-----------------------------
Its: Executive Vice President
----------------------------
<PAGE>
URBAN-WATER TOWER ASSOCIATES,
an Illinois general partnership
By: UIDC HOLDINGS, L.P.,
a Delaware limited partnership,
General Partner
By: JMB REALTY CORPORATION
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
--------------------
Its: Executive Vice
President
------------------
By: WATER TOWER ASSOCIATES-I, L.P.,
an Illinois limited partnership,
General Partner
By: JMB REALTY CORPORATION
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
--------------------
Its: Executive Vice
President
------------------
<PAGE>
JMB/MIAMI INVESTORS, L.P.,
a Delaware limited partnership
By: JMB INVESTMENT HOLDINGS-I, INC.
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
--------------------------------------
Its: Vice President
-------------------------------------
MIAMI ASSOCIATES, L.P.
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
----------------------------
Its: Executive Vice President
---------------------------
JMB PROPERTIES COMPANY,
an Illinois general partnership
By: JMB RES MANAGERS, INC.
a Delaware corporation,
Managing Partner
By: /s/ Gary A. Nickele
-----------------------------
Its: Vice President
----------------------------
<PAGE>
OLD ORCHARD LIMITED PARTNERSHIP,
an Illinois limited partnership
By: UIDC HOLDINGS, L.P.
a Delaware limited partnership,
General Partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By: /s/ Gary A. Nickele
--------------------
Its: Executive Vice
President
-------------------
<PAGE>
MAX REISWERG
By:______________________________________
Name:____________________________________
Title:___________________________________
<PAGE>
HENRY T. SEGERSTROM COMMUNITY
PROPERTY TRUST
By: /s/ Henry T. Segerstrom
--------------------------------------
Name: Henry T. Segerstrom
------------------------------------
Title: Trustee
-----------------------------------
<PAGE>
BUTCHER PROPERTIES LLC
By:______________________________________
Name:____________________________________
Title:___________________________________
<PAGE>
JAMES M. HIETBRINK FAMILY TRUST
By:______________________________________
Name:____________________________________
Title:___________________________________
<PAGE>
KENWOOD PLAZA LIMITED PARTNERSHIP
By:______________________________________
Name:____________________________________
Title:___________________________________
<PAGE>
MATTHEW S. DOMINSKI
By: /s/ Matthew S. Dominski
--------------------------------------
Name: Matthew S. Dominski
------------------------------------
Title:
-----------------------------------
<PAGE>
JAMES L. CZECH
By: /s/ James L. Czech
--------------------------------------
Name: James L. Czech
------------------------------------
Title:
-----------------------------------
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
_________________________ _________________ ____________________ _________________________ _________________
NAME OF NUMBER OF NUMBER OF SHARES NUMBER AND SERIES OF NUMBER OF UNITS
HOLDER SHARES OF OF UNIT VOTING SHARES OF URBAN HELD
PUBLIC COMMON STOCK HELD PREFERRED STOCK HELD
STOCK HELD
_________________________ _________________ ____________________ _________________________ _________________
<S> <C> <C> <C> <C>
CENTER PARTNERS, LTD. 1,409,251 170,389 4,089,349
_________________________ _________________ ____________________ _________________________ _________________
JMB PROPERTIES COMPANY 10,146 243,513
_________________________ _________________ ____________________ _________________________ _________________
UIDC HOLDINGS, L.P. 286,839 47,712 1,145,088
_________________________ _________________ ____________________ _________________________ _________________
URBAN-WATER TOWER 90,712 2,177,088
ASSOCIATES
_________________________ _________________ ____________________ _________________________ _________________
JMB/MIAMI INVESTORS, 16,681 273,067
L.P.
_________________________ _________________ ____________________ _________________________ _________________
MIAMI ASSOCIATES, L.P. 127,277
_________________________ _________________ ____________________ _________________________ _________________
OLD ORCHARD LIMITED 42,424 1,018,182
PARTNERSHIP (preferred
units)
_________________________ _________________ ____________________ _________________________ _________________
BUTCHER PROPERTIES, LLC 1,773 42,552
_________________________ _________________ ____________________ _________________________ _________________
SEGERSTROM COMMUNITY 25,231 23,050 553,200
PROPERTY TRUST
_________________________ _________________ ____________________ _________________________ _________________
JAMES M. HIETBRINK 1,773 42,552
FAMILY TRUST
_________________________ _________________ ____________________ _________________________ _________________
<CAPTION>
_________________________ ___________________ _____________________ _______________________
NAME OF NUMBER OF UNITS ADDRESS OF HOLDER PERSON AND
HOLDER TO BE CONVERTED ADDRESS TO
AND TENDERED IN WHICH TO SEND
THE OFFER COPIES OF
NOTICE
_________________________ ___________________ _____________________ _______________________
<S> <C> <C> <C>
CENTER PARTNERS, LTD. 261,677 900 N. Michigan Ave Gary Nickele
Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
JMB PROPERTIES COMPANY 243,513 900 N. Michigan Ave Gary Nickele
Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
UIDC HOLDINGS, L.P. 1,145,088 900 N. Michigan Ave Gary Nickele
Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
URBAN-WATER TOWER 900 N. Michigan Ave Gary Nickele
ASSOCIATES Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
JMB/MIAMI INVESTORS, 273,067 900 N. Michigan Ave Gary Nickele
L.P. Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
MIAMI ASSOCIATES, L.P. 900 N. Michigan Ave Gary Nickele
Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
OLD ORCHARD LIMITED 900 N. Michigan Ave Gary Nickele
PARTNERSHIP Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
BUTCHER PROPERTIES, LLC 400 Emerald Bay
Laguna Beach, CA
92651
_________________________ ___________________ _____________________ _______________________
SEGERSTROM COMMUNITY 553,200
PROPERTY TRUST
_________________________ ___________________ _____________________ _______________________
JAMES M. HIETBRINK 587 San Nicolas
FAMILY TRUST Drive, Suite 450
Newport Beach, CA
92660
_________________________ ___________________ _____________________ _______________________
<PAGE>
<CAPTION>
_________________________ _________________ ____________________ _________________________ _________________
NAME OF NUMBER OF NUMBER OF SHARES NUMBER AND SERIES OF NUMBER OF UNITS
HOLDER SHARES OF OF UNIT VOTING SHARES OF URBAN HELD
PUBLIC COMMON STOCK HELD PREFERRED STOCK HELD
STOCK HELD
_________________________ _________________ ____________________ _________________________ _________________
<S> <C> <C> <C> <C>
MATTHEW S. DOMINSKI 59,852 1,052 67,747
_________________________ _________________ ____________________ _________________________ _________________
JAMES L. CZECH 34,473 2,223 53,352
_________________________ _________________ ____________________ _________________________ _________________
KENWOOD PLAZA LIMITED 225,542
PARTNERSHIP
_________________________ _________________ ____________________ _________________________ _________________
MAX REISWERG 1,042
_________________________ _________________ ____________________ _________________________ _________________
TOTAL
_________________________ _________________ ____________________ _________________________ _________________
<CAPTION>
_________________________ ___________________ _____________________ _______________________
NAME OF NUMBER OF UNITS ADDRESS OF HOLDER PERSON AND
HOLDER TO BE CONVERTED ADDRESS TO
AND TENDERED IN WHICH TO SEND
THE OFFER COPIES OF
NOTICE
_________________________ ___________________ _____________________ _______________________
<S> <C> <C> <C>
MATTHEW S. DOMINSKI 1015 Sunset Road
Winnetka, Illinois
60093
_________________________ ___________________ _____________________ _______________________
JAMES L. CZECH 900 West Deerpath
Road
Lake Forest,
Illinois 60045
_________________________ ___________________ _____________________ _______________________
KENWOOD PLAZA LIMITED 1000 Potomac Street
PARTNERSHIP N.W.
Suite 200
Washington, D.C.
20007
_________________________ ___________________ _____________________ _______________________
MAX REISWERG 900 N. Michigan Ave
Chicago, Illinois
60611
_________________________ ___________________ _____________________ _______________________
TOTAL
_________________________ ___________________ _____________________ _______________________
</TABLE>
<PAGE>
SCHEDULE II
1. Registration Rights and Lock-Up Agreement, dated as of October 14, 1993,
between Urban Shopping Centers, Inc. and certain Investors
2. Registration Rights Agreement, dated December 21, 1998, by and among Urban
Shopping Centers, Inc., Urban Shopping Centers, L.P. and Kenwood Plaza Limited
Partnership
3. Registration Rights Agreement, dated June 10, 1999, by and among Urban
Shopping Centers, Inc., Urban Shopping Centers, L.P. and Kenwood Plaza Limited
Partnership
