REGENCY REALTY CORP
SC 13D/A, 1998-10-02
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                  SCHEDULE 13D
                                 (RULE 13D-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(A)


                                (AMENDMENT NO. 8)


                           REGENCY REALTY CORPORATION
            --------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
            --------------------------------------------------------
                         (Title of Class of Securities)

                                   758939 10 2
                           --------------------------
                                 (CUSIP Number)

                                   ARIEL AMIR
                          SECURITY CAPITAL U.S. REALTY
                                69, ROUTE D'ESCH
                                LUXEMBOURG L-1470
                                 (44-352) 487878
           ---------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                               SEPTEMBER 23, 1998
           ---------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)


         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: / /.

                         (Continued on following pages)

                              (Page 1 of 9 Pages)
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<PAGE>

                                  SCHEDULE 13D
- ----------------------------                         --------------------------
    CUSIP NO. 758939 10 2                                    Page 2 of 9
- ----------------------------                         --------------------------


- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Security Capital U.S. Realty
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                 (a) / /
                                                                 (b) /X/
- --------------------------------------------------------------------------------
3.       SEC USE ONLY
- --------------------------------------------------------------------------------
4.       SOURCE OF FUNDS
         BK, OO
- --------------------------------------------------------------------------------
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)
                                                                     / /
- --------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION
         Luxembourg
- ------------------ ------ ------------------------------------------------------
    Number of        7.   SOLE VOTING POWER
     Shares                    11,720,216 (1)
                   ------ --------------------------------------------- --------
  Beneficially       8.   SHARED VOTING POWER
    Owned By                   0
                   ------ --------------------------------------------- --------
      Each           9.   SOLE DISPOSITIVE POWER
    Reporting                  11,720,216 (1)
                   ------ --------------------------------------------- --------
   Person With      10.   SHARED DISPOSITIVE POWER
                                0
- ------------------ ------ --------------------------------------------- --------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         11,720,216 (1)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
                                                                     / /
- --------------------------------------------------------------------------------
                                                                                
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         45.96% (1)

- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON
         CO
- --------------------------------------------------------------------------------

(1)  Regency Realty Corporation, a Florida corporation ("Regency"), has entered 
into an Agreement and Plan of Merger with Pacific Retail Trust, a Maryland real
estate investment trust ("PRT"), dated as of September 23, 1998 pursuant to
which PRT will be merged with and into Regency. Security Capital U.S. Realty and
Security Capital Holdings S.A. beneficially own 46,985,458.985 shares of common
stock, par value $.01 per share, of PRT as of the date hereof which will be
converted into the right to receive 22,553,020 shares of common stock, par value
$.01 per share, of Regency ("Regency Common Stock") upon completion of the
merger. After giving effect to the merger, Security Capital would beneficially
own 34,273,236 shares of Regency Common Stock, or 60.1% of the outstanding
shares of Regency Common Stock. See Item 4 and the exhibits hereto.

<PAGE>
                                  SCHEDULE 13D
- ----------------------------                         --------------------------
    CUSIP NO. 758939 10 2                                    Page 3 of 9
- ----------------------------                         --------------------------

- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Security Capital Holdings  S.A.
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                 (a) / /
                                                                 (b) /X/
- --------------------------------------------------------------------------------
3.       SEC USE ONLY
- --------------------------------------------------------------------------------
4.       SOURCE OF FUNDS
         BK, OO
- --------------------------------------------------------------------------------
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)
                                                                     / /
- --------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION
         Luxembourg
- ------------------ ------ --------------------------------------------- --------
    Number of        7.   SOLE VOTING POWER
     Shares                    11,720,216 (1)
                   ------ --------------------------------------------- --------
  Beneficially       8.   SHARED VOTING POWER
    Owned By                   0
                   ------ --------------------------------------------- --------
      Each           9.   SOLE DISPOSITIVE POWER
    Reporting                  11,720,216 (1)
                   ------ --------------------------------------------- --------
   Person With      10.   SHARED DISPOSITIVE POWER
                                0
- ------------------ ------ --------------------------------------------- --------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         11,720,216 (1)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
                                                                     / /
- --------------------------------------------------------------------------------

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          45.96% (1)
- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON
         CO
- --------------------------------------------------------------------------------


<PAGE>
                                  SCHEDULE 13D
- ----------------------------                         --------------------------
    CUSIP NO. 758939 10 2                                    Page 4 of 9
- ----------------------------                         --------------------------

              This Amendment No. 8 (this "Amendment") is being filed by Security
Capital U.S. Realty ("Security Capital U.S. Realty"), a corporation organized
and existing under the laws of Luxembourg, and by Security Capital Holdings S.A.
("Holdings"), a corporation organized and existing under the laws of Luxembourg
and a wholly owned subsidiary of Security Capital U.S. Realty (together with
Security Capital U.S. Realty, "SC-USREALTY"), and amends the Schedule 13D
originally filed on June 21, 1996 (as previously amended, the "Schedule 13D").
Capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Schedule 13D.

              The Schedule 13D is amended as follows:

ITEM 4        PURPOSE OF TRANSACTION

              Item 4 is amended by adding the following to the response thereto:

              Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of September 23, 1998 between Regency Realty Corporation, a
Florida corporation ("Regency"), and Pacific Retail Trust, a Maryland real
estate investment trust ("PRT"), and subject to the terms thereof, PRT shall be
merged (the "Merger") with and into Regency. In the Merger, (i) each outstanding
share of common stock, par value $.01 per share, of PRT ("PRT Common Stock")
will be converted into the right to receive 0.48 of a share of common stock, par
value $.01 per share ("Regency Common Stock"), (ii) each Series A Cumulative
Convertible Redeemable Preferred Share of Beneficial Interest of PRT will be
converted into the right to receive 0.48 of a share of Series A Cumulative
Convertible Redeemable Preferred Stock of Regency, and (iii) each Series B
Cumulative Convertible Redeemable Preferred Share of Beneficial Interest of PRT
will be converted into the right to receive 0.48 of a share of Series B
Cumulative Convertible Redeemable Preferred Stock of Regency. The Merger is
subject to the conditions set forth in the Merger Agreement, including the
required approval of the shareholders of Regency and PRT. SC-USREALTY currently
beneficially owns 46,985,458.985 shares of PRT Common Stock, or 69.93% of the
outstanding shares of PRT Common Stock, and 11,720,216 shares of Regency Common
Stock, or 45.96% of the outstanding shares of Regency Common Stock. Upon
completion of the Merger, SC-USREALTY will beneficially own 34,273,236 shares of
Regency Common Stock, or 60.1% of the outstanding shares of Regency Common
Stock.

              In connection with the Merger Agreement, Regency, Security Capital
U.S. Realty and Holdings entered into Amendment No. 3 to Stockholders Agreement
(the "Stockholders Agreement Amendment"), dated as of September 23, 1998. The
Stockholders Agreement Amendment modifies the rights and obligations of the
parties thereto by, among other things, (i) increasing the percentage of the
outstanding shares of Regency Common Stock that SC-USREALTY may own from 45% to
60%, on a fully diluted basis and in each case subject to certain adjustments;
(ii) changing the number of directors SC-USREALTY may appoint during the
standstill period (as described in the Schedule 13D) to the greater of (or,
after the standstill period, the lesser of) (a) three (increased from two prior
to the effectiveness of the Stockholders Agreement Amendment) or (b) the number
of directors proportionate to its ownership (but in no event more than 49% of
the board of directors); (iii) expanding the region in which certain of
SC-USREALTY's investment activities and certain limitations on Regency's actions
are restricted from a defined portion of the United States to all of the United
States; and (iv) allowing SC-USREALTY to vote a greater percentage of its shares
in its discretion in the event of an Extraordinary Transaction (as defined in
the Stockholders Agreement). Certain rights and obligations of the parties
(including those summarized above) cease under the Stockholders 

<PAGE>
                                  SCHEDULE 13D
- ----------------------------                         --------------------------
    CUSIP NO. 758939 10 2                                    Page 5 of 9
- ----------------------------                         --------------------------

Agreement upon the expiration or termination of the standstill period or once
SC-USREALTY owns less than 20% or 15% of the outstanding shares of Regency
Common Stock, as the case may be; upon the effectiveness of the Stockholders
Agreement Amendment, such rights and obligations of the parties will cease upon
the expiration or termination of the standstill period or once SC-USREALTY owns
less than 15% or 10% of the outstanding shares of Regency Common Stock,
respectively. The effectiveness of the Stockholders Agreement Amendment is
subject to the consummation of the Merger and the approval of the amendment to
Regency's Articles of Incorporation (attached as Exhibit A to the Stockholders
Agreement Amendment), except that Section 6(b) of the Stockholders Agreement
Amendment (which states that the Merger, the Merger Agreement, the Stockholders
Agreement Amendment and the transactions contemplated by the foregoing do not
violate the restrictions applicable during the standstill period) became
effective upon execution of the Stockholders Agreement Amendment.

              To induce the parties to enter into the Merger Agreement, Security
Capital U.S. Realty and Holdings have entered into a Shareholder Voting
Agreement (the "Shareholder Voting Agreement") dated as of September 23, 1998
with Regency and PRT which, among other things and subject to the terms and
conditions thereof, requires Holdings to vote, or cause the record holder to
vote, all of the shares of Regency Common Stock that it beneficially owns or
that become beneficially owned by it prior to termination of the Shareholder
Voting Agreement (the "Regency Shares") and all of the shares of PRT Common
Stock that it beneficially owns or that become beneficially owned by it prior to
the termination of the Shareholder Voting Agreement (the "PRT Shares") (i) in
favor of the adoption of the Merger Agreement and approval of the Merger and
other transactions contemplated by the Merger Agreement, (ii) against any
alternative transaction to the Merger and (iii) in favor of certain amendments
to Regency's Articles of Incorporation, including an amendment that increases
the percentage of the outstanding shares of Regency that SC-USREALTY can
beneficially own from 45% to 60%, in each case on a fully-diluted basis. The
Shareholder Voting Agreement also requires SC-USREALTY not to initiate, solicit
or encourage, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer (including any proposal or offer to
Regency's or PRT's shareholders) with respect to any alternative transaction to
the Merger or engage in any negotiations or discussions concerning, or provide
any confidential information or data to, or have any discussions with, any
person with respect to any such alternative transaction or otherwise facilitate
any effort or attempt to make or implement such alternative transaction.

<PAGE>
                                  SCHEDULE 13D
- ----------------------------                         --------------------------
    CUSIP NO. 758939 10 2                                    Page 6 of 9
- ----------------------------                         --------------------------

If either Regency or PRT exercises its rights under Section 5.4 of the Merger
Agreement, then SC-USREALTY shall be relieved of its obligations set forth in
clause (ii) of the preceding sentence with respect to such specific alternative
transaction. The Shareholder Voting Agreement will terminate upon the earlier of
the consummation of the Merger and the termination of the Merger Agreement.

              Holdings has also entered into a Transfer Restriction Agreement
with PRT (the "PRT Transfer Restriction Agreement") dated as of September 23,
1998, pursuant to which Holdings has agreed, subject to the terms and conditions
thereof, not to sell, or otherwise dispose of, deposit into a voting trust,
enter into a voting agreement, or grant any proxy with respect to, any Regency
Shares prior to the earlier of (i) the termination of the Merger Agreement in
accordance with its terms or (ii) the close of business on the date of the later
to occur of the special meetings of shareholders of Regency and PRT called to
consider and vote on the Merger. Holdings has also entered into a Transfer
Restriction Agreement with Regency (the "Regency Transfer Restriction
Agreement") dated as of September 23, 1998, pursuant to which it has agreed to
substantially similar restrictions with respect to the PRT Shares.

              A copy of each of the Merger Agreement, the Stockholders
Agreement, the Stockholders Agreement Amendment, the Shareholder Voting
Agreement, the Regency Transfer Restriction Agreement and the PRT Transfer
Restriction Agreement is attached hereto and is specifically incorporated by
reference herein, and the description herein of each such agreement is qualified
in its entirety by reference to each such agreement.



ITEM 6        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
              RESPECT TO SECURITIES OF THE ISSUER

See response to Item 4.





<PAGE>
                                  SCHEDULE 13D
- ----------------------------                         --------------------------
    CUSIP NO. 758939 10 2                                    Page 7 of 9
- ----------------------------                         --------------------------

ITEM 7   MATERIAL TO BE FILED AS EXHIBITS

Exhibit 8.1   Agreement and Plan of Merger dated as of September 23, 1998 
              between PRT and Regency

Exhibit 8.2   Amendment No. 3 to Stockholders Agreement dated as of September 
              23, 1998 between Regency, Security Capital U.S. Realty and 
              Holdings

Exhibit 8.3   Shareholder Voting Agreement dated as of September 23, 1998 among 
              Regency, PRT, Security Capital U.S. Realty and Holdings

Exhibit 8.4   Transfer Restriction Agreement dated as of September 23, 1998 
              between PRT and Holdings

Exhibit 8.5   Transfer Restriction Agreement dated as of September 23, 1998 
              between Regency and Holdings






<PAGE>

                                          --------------------------------------
                                                        Page 8 of 9
                                          --------------------------------------

                                   SIGNATURES

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated as of:  October 1, 1998



                                            SECURITY CAPITAL U.S. REALTY


                                            By:
                                                 Name:  Ariel Amir
                                                 Title:  Vice President

                                            SECURITY CAPITAL HOLDINGS S.A.



                                            By:
                                                 Name:  Ariel Amir
                                                 Title:  Vice President







<PAGE>
                                INDEX OF EXHIBIT

Exhibit 8.1   Agreement and Plan of Merger dated as of September 23, 1998 
              between PRT and Regency

Exhibit 8.2   Amendment No. 3 to Stockholders Agreement dated as of September 
              23, 1998 between Regency, Security Capital U.S. Realty and 
              Holdings

Exhibit 8.3   Shareholder Voting Agreement dated as of September 23, 1998 among 
              Regency, PRT, Security Capital U.S. Realty and Holdings

Exhibit 8.4   Transfer Restriction Agreement dated as of September 23, 1998 
              between PRT and Holdings

Exhibit 8.5   Transfer Restriction Agreement dated as of September 23, 1998 
              between Regency and Holdings









                                                                     EXHIBIT 8.1






                          AGREEMENT AND PLAN OF MERGER

                         DATED AS OF SEPTEMBER 23, 1998

                                 BY AND BETWEEN

                           REGENCY REALTY CORPORATION

                                       AND

                              PACIFIC RETAIL TRUST


<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.

Definitions..................................................................  2
   Section 1.1       Definitions.............................................  2

ARTICLE II.

The Merger...................................................................  6
   Section 2.1   The Merger..................................................  6
   Section 2.2   The Closing.................................................  6
   Section 2.3   Effective Time..............................................  7

ARTICLE III.

Representations and Warranties of East.......................................  7
   Section 3.1  Organization and Qualification...............................  7
   Section 3.2  Capitalization...............................................  8
   Section 3.3  Authority; Non-contravention; Approvals......................  9
   Section 3.4  Disclosure and Financial Statements.......................... 11
   Section 3.5  Absence of Certain Changes or Events......................... 11
   Section 3.6  Registration Statement and Proxy Statement and Prospectus.... 11
   Section 3.7  Taxes........................................................ 12
   Section 3.8  Absence of Undisclosed Liabilities........................... 14
   Section 3.9  Litigation................................................... 14
   Section 3.10 No Violation of Law.......................................... 14
   Section 3.11 East Properties.............................................. 15
   Section 3.12 Labor Matters................................................ 15
   Section 3.13 Employee Benefit Plans....................................... 16
   Section 3.14 Intellectual Property........................................ 16
   Section 3.15 East Material Contracts...................................... 16
   Section 3.16 Environmental Matters........................................ 16
   Section 3.17 Insurance.................................................... 17
   Section 3.18 Brokers and Finders.......................................... 17
   Section 3.19 Investment Company Act....................................... 17
   Section 3.20 HSR Act...................................................... 17
   Section 3.21 State Antitakeover Laws Not Applicable....................... 18
   Section 3.22 Required East Vote........................................... 18
   Section 3.23 Board Recommendation......................................... 18

                                       i
<PAGE>

   Section 3.24 Opinion Of Financial Advisor................................. 18
   Section 3.25 Disclosure................................................... 18
   Section 3.26 Definition of East's Knowledge............................... 18

ARTICLE IV.

Representations And Warranties Of West....................................... 19
   Section 4.1  Organization And Qualification............................... 19
   Section 4.2  Capitalization............................................... 19
   Section 4.3  Authority; Non-contravention; Approvals...................... 21
   Section 4.4  Disclosure And Financial Statements.......................... 22
   Section 4.5  Absence Of Certain Changes Or Events......................... 22
   Section 4.6  Registration Statement And Proxy Statement And Prospectus.... 23
   Section 4.7  Taxes........................................................ 23
   Section 4.8  Absence Of Undisclosed Liabilities........................... 25
   Section 4.9  Litigation................................................... 25
   Section 4.10 No Violation Of Law.......................................... 26
   Section 4.11 West Properties.............................................. 26
   Section 4.12 Labor Matters................................................ 27
   Section 4.13 Employee Benefit Plans....................................... 27
   Section 4.14 Intellectual Property........................................ 27
   Section 4.15 West Material Contracts...................................... 27
   Section 4.16 Environmental Matters........................................ 28
   Section 4.17 Insurance.................................................... 28
   Section 4.18 Brokers and Finders.......................................... 28
   Section 4.19 Investment Company Act....................................... 29
   Section 4.20 HSR Act...................................................... 29
   Section 4.21 State Antitakeover Laws Not Applicable....................... 29
   Section 4.22 Required West Vote........................................... 29
   Section 4.23 Board Recommendation......................................... 29
   Section 4.24 Opinion Of Financial Advisor................................. 29
   Section 4.25 Disclosure................................................... 30
   Section 4.26 Definition of West's Knowledge............................... 30

ARTICLE V.

Conduct Of Businesses Pending The Closing.................................... 30
   Section 5.1  Conduct Of Business By East.................................. 30
   Section 5.2  Conduct Of Business By West.................................. 33
   Section 5.3  Coordination of Dividends.................................... 35
   Section 5.4  No Solicitation.............................................. 35

                                       ii
<PAGE>

ARTICLE VI.

Additional Agreements........................................................ 37
   Section 6.1  Access To Information........................................ 38
   Section 6.2  Registration Statements And Proxy Statement And Prospectus... 38
   Section 6.3  Letters of Accountants....................................... 38
   Section 6.4  Legal Opinions............................................... 39
   Section 6.5  Shareholders Approval........................................ 39
   Section 6.6  Affiliate Agreements......................................... 39
   Section 6.7  Exchange..................................................... 39
   Section 6.8  Expenses..................................................... 40
   Section 6.9  Agreement to Cooperate....................................... 40
   Section 6.10 Coordination of Employee Benefit Plans....................... 40
   Section 6.11 West Nominees to East Board of Directors..................... 40
   Section 6.12 Public Statements............................................ 41
   Section 6.13 Corrections to the Proxy Statement and Prospectus
                and Registration Statement................................... 41
   Section 6.14 Updated Schedules............................................ 41
   Section 6.15 Standstill Agreements; Confidentiality Agreements............ 41
   Section 6.16 Indemnification.............................................. 41

ARTICLE VII.

Conditions................................................................... 42
   Section 7.1  Conditions To Each Party's Obligations For East/West Merger.. 42

ARTICLE VIII.

Termination, Amendment And Waiver............................................ 44
   Section 8.1  Termination.................................................. 44
   Section 8.2  Effect Of Termination........................................ 45
   Section 8.3  Payment Upon Certain Terminations............................ 45
   Section 8.4  Payment of Termination Amount................................ 46
   Section 8.5  Amendment and Waiver......................................... 47

ARTICLE IX.

General Provisions........................................................... 48
   Section 9.1  Nonsurvival Of Representations And Warranties................ 48
   Section 9.2  Notices...................................................... 48
   Section 9.3  Interpretation............................................... 49
   Section 9.4  Miscellaneous................................................ 49
   Section 9.5  Counterparts................................................. 50
   Section 9.6  Parties In Interest.......................................... 50

                                       iii
<PAGE>

   Section 9.7  Limitation Of Liability...................................... 50
   Section 9.8  No Presumption Against Drafter............................... 50



























                                       iv
<PAGE>
                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of September  23, 1998 by and between  Pacific  Retail  Trust,  a Maryland  real
estate  investment  trust ("West"),  and Regency Realty  Corporation,  a Florida
corporation ("East").

         WHEREAS,  the Board of Trustees of West and the Board of  Directors  of
East have  approved,  and deem it advisable  and in the best  interests of their
respective  companies and shareholders to consummate,  (a) a merger of West with
and into East  (the  "East/West  Merger"  or the  "Merger")  and (b) a merger of
Retail Property  Partners Limited  Partnership,  a Delaware limited  partnership
("West Operating Partnership"),  with and into Regency Centers, L.P., a Delaware
limited partnership ("East Operating  Partnership") (the "Operating  Partnership
Merger") with East and East Operating  Partnership as the respective  successors
to the merger  upon the terms and  subject to the  conditions  set forth in this
Agreement,  provided that the East/West Merger shall not be conditioned upon the
simultaneous closing of the Operating Partnership Merger;

         WHEREAS,  the Board of Trustees of West and Board of  Directors of East
believe that it would be in the best interests of their respective companies and
shareholders  for PRT Development  Corporation,  a Delaware  corporation  ("West
Management  Company"),  to merge with and into  Regency  Realty  Group,  Inc., a
Florida  corporation  ("East  Management   Company")  (the  "Management  Company
Merger"),  with East  Management  Company  being the  successor  in the  merger,
provided that the  simultaneous  closing of the Management  Company Merger shall
not be a condition to the East/West Merger);

         WHEREAS,  the  East/West  Merger  and this  Agreement  and the  matters
contemplated  hereby require  approval by the affirmative vote of holders of the
outstanding shares of West Voting Stock (as defined herein) that are entitled to
cast a majority of the votes on the matter,  and the affirmative vote of holders
of a majority  of the  outstanding  shares of common  stock,  $.01 par value per
share,  of East  ("East  Common  Stock")  entitled  to vote  thereon  (the "West
Shareholders Approval" and "East Shareholders Approval," respectively);

         WHEREAS,  concurrently  with the execution of this Agreement,  Security
Capital U.S. Realty and its wholly-owned  subsidiary,  Security Capital Holdings
S.A. ("SCH" and collectively with Security Capital U.S. Realty,  "Shareholder"),
are entering into an agreement with East and West providing, among other things,
that SCH will vote or cause to be voted at the shareholder meetings at which the
East Shareholders  Approval and West Shareholders  Approval are solicited all of
the shares of East Common Stock and West Common Stock  beneficially owned by SCH
at such time in favor of the Merger; and

         WHEREAS,  for United States  federal income tax purposes it is intended
that,  with respect to the East/West  Merger and the Management  Company Merger,
such mergers  shall each qualify as a  reorganization  under the  provisions  of
Section 368 of the Internal  Revenue Code of 1986, as amended (the "Code"),  and
this  Agreement  is  intended  to be and is adopted as a plan of  reorganization
within the meaning of Section 368 of the Code,  and it is further  intended that
the Operating  Partnership Merger shall be a transaction governed by Section 721
of the Code.

<PAGE>

         NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto, intending to be legally bound hereby, agree as follows:


                                   ARTICLE I.
                                   DEFINITIONS

         Section 1.1 DEFINITIONS. As used in this Agreement, the following terms
shall have the following  meanings  (such  meanings to be equally  applicable to
both the singular and plural forms of the terms defined):

         "Articles of Merger" shall have the meaning set forth in Section 2.1.

         "Closing"  and "Closing  Date" shall have the  respective  meanings set
forth in Section 2.2.

         "DGCL" shall have the meaning set forth in Section 2.3.

         "East  Affiliated  Group"  shall have the  meaning set forth in Section
3.7.

         "East  Alternative  Proposals"  shall  have the  meaning  set  forth in
Section 5.4(a).

         "East Benefit Plans" shall have the meaning set forth in Section 3.13.

         "East Board" shall mean the Board of Directors of East.

         "East Class B Common  Stock" shall mean the  non-voting  Class B Common
Stock of East.

         "East Common Stock" shall have the meaning set forth in the Recitals.

         "East  Disclosure  Schedule"  shall mean the  schedule of  disclosures,
delivered  by East to West prior to the  execution  of this  Agreement,  setting
forth  those  items the  disclosure  of which is  necessary  or  appropriate  in
relation to any or all of East's representations and warranties herein.

         "East  Investor   Agreement"  shall  mean  that  certain   Stockholders
Agreement dated July 10, 1996, as amended,  among East, The Regency Group,  Inc.
and Shareholder.

         "East  Management  Company"  shall  have the  meaning  set forth in the
Recitals.

         "East Merging Entities" shall mean East, East Operating Partnership and
East Management Company.

                                       2
<PAGE>

         "East  Operating  Partnership"  shall have the meaning set forth in the
Recitals.

         "East  Organizational  Documents"  shall have the  meaning set forth in
Section 3.1.

         "East  Required  Consents"  shall have the meaning set forth in Section
3.3(b).

         "East Required Statutory Approvals" shall have the meaning set forth in
Section 3.3(c).

         "East SEC Documents" shall have the meaning set forth in Section 3.4.

         "East SEC  Financial  Statements"  shall have the  meaning set forth in
Section 3.4.

         "East  Shareholders  Approval"  shall have the meaning set forth in the
Recitals.

         "East Stock  Options"  shall mean options to purchase East Common Stock
granted pursuant to East's Long-Term Omnibus Plan.

         "East  Restricted Stock Plan" shall mean the restricted stock plan that
is a part of East's Long-Term Omnibus Plan.

         "East   Subsidiaries"   shall  mean  the  entities   listed  as  East's
subsidiaries in the East Disclosure Schedule.

         "East/West Merger" shall have the meaning set forth in the Recitals.

         "Effective Time" shall have the meaning set forth in Section 2.3.

         "Environmental Laws" shall mean the Resource  Conservation and Recovery
Act, as amended, and the Comprehensive  Environmental  Response Compensation and
Liability Act, as amended,  and other federal laws governing the  environment as
in  effect  on the date of this  Agreement,  together  with  their  implementing
regulations as of the date of this Agreement,  and all state, regional,  county,
municipal and other local laws,  regulations  and ordinances as in effect on the
date hereof that are  equivalent or similar to such federal laws or that purport
to regulate Hazardous Materials.

         "Exchange" shall mean the New York Stock Exchange.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "FBCA" shall have the meaning set forth in Section 2.3.

         "Hazardous  Materials"  shall  mean  (a)  any  petroleum  or  petroleum
products,  radioactive  materials,  asbestos in any form that is or could become
friable,  polychlorinated  biphenyls and, only to the extent it exists at levels
which are considered hazardous to human health, radon gas 


                                       3
<PAGE>

and (b) any  chemicals,  materials or  substances  defined as or included in the
definition of "hazardous  substances,"  "toxic  substances," "toxic pollutants,"
"contaminants" or "pollutants" or words of similar import,  under any applicable
Environmental Laws.

         "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976, as amended.

         "Intellectual  Property"  shall  mean all  United  States  and  foreign
patents, patent applications,  patent licenses, trade names,  trademarks,  trade
names and trademark  registrations (and applications  therefor),  copyrights and
copyright registrations (and applications therefor), trade secrets,  inventions,
processes, designs, know-how and formulae.

         "Liens" shall mean pledges, claims, liens, charges,  encumbrances,  and
security interests of any kind or nature.

         "Maryland REIT Law" shall have the meaning set forth in Section 2.3.

         "Management  Company  Merger"  shall have the  meaning set forth in the
Recitals.

         "Merger" shall have the meaning set forth in the Recitals.

         "Merger Consideration" shall have the meaning set forth in the Articles
of Merger.

         "Operating  Partnership Merger" shall have the meaning set forth in the
Recitals.

         "Proxy Statement and Prospectus"  shall mean the definitive joint proxy
statement and prospectus to be filed with the SEC as a part of the  Registration
Statement.

         "Registration  Statement" shall mean the registration statement on Form
S-4 of East, of which the Proxy Statement and Prospectus will form a part, to be
filed with the  Commission  in  connection  with the  transactions  contemplated
hereby.

         "Representatives" shall have the meaning set forth in Section 6.1.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shareholder" shall have the meaning set forth in the recitals.

         "Taxes"  shall  mean  all  taxes,   charges,   fees,  levies  or  other
assessments,  including,  without limitation,  income,  gross receipts,  excise,
property, sales, withholding, social security, occupation, use, service, service
use,  license,  payroll,  franchise,  transfer  and  recording  taxes,  fees and
charges, imposed by the United States, or any state, local or foreign government

                                       4
<PAGE>

or subdivision or agency thereof, whether computed on a separate,  consolidated,
unitary,  combined or any other basis; and such term shall include any interest,
fines,  penalties  or  additional  amounts  attributable  or  imposed on or with
respect to any such taxes, charges, fees, levies or other assessments.

         "Tax  Returns"  shall  mean any  return,  report or other  document  or
information  required to be supplied to a taxing  authority in  connection  with
Taxes.

         "Termination Date" shall have the meaning set forth in Section 8.1.

         "West  Affiliated  Group"  shall have the  meaning set forth in Section
4.7.

         "West  Alternative  Proposals"  shall  have the  meaning  set  forth in
Section 5.4(b).

         "West Benefit Plans" shall have the meaning set forth in Section 4.13.

         "West Board" shall mean the Board of Trustees of West.

         "West  Common  Stock"  shall  mean  the  common  shares  of  beneficial
interest, $.01 par value per share, of West.

         "West  Disclosure  Schedule"  shall mean the  schedule of  disclosures,
delivered  by West to East prior to the  execution  of this  Agreement,  setting
forth  those  items the  disclosure  of which is  necessary  or  appropriate  in
relation to any or all of West's representations and warranties herein.

         "West Financial Statements" shall have the meaning set forth in Section
4.4.

         "West Investor  Agreement" shall mean that certain  Investor  Agreement
dated as of October 20, 1995 between West and Security Capital Holdings S.A., as
amended.

         "West  Management  Company"  shall  have the  meaning  set forth in the
Recitals.

         "West Merging Entities" shall mean West, West Operating Partnership and
West Management Company.

         "West  Operating  Partnership"  shall have the meaning set forth in the
Recitals.

         "West  Organizational  Documents"  shall have the  meaning set forth in
Section 4.1.

         "West  Permitted  Changes"  shall have the meaning set forth in Section
5.29b).

         "West  Pre-Termination  Alternative  Proposal  Event"  shall  have  the
meaning set forth in Section 8.3(f).

                                       5
<PAGE>

         "West Properties" shall have the meaning set forth in Section 4.11.

         "West  Required  Consents"  shall have the meaning set forth in Section
4.3(b).

         "West Required Statutory Approvals" shall have the meaning set forth in
Section 4.3(c).

         "West  Series A  Preferred  Stock"  shall mean the Series A  Cumulative
Convertible  Redeemable Preferred Shares of Beneficial Interest,  $.01 par value
per share, of West.

         "West  Series B  Preferred  Stock"  shall mean the Series B  Cumulative
Convertible  Redeemable Preferred Shares of Beneficial Interest,  $.01 par value
per share, of West.

         "West  Shareholders  Approval"  shall have the meaning set forth in the
Recitals.

         "West Stock  Options" shall mean options to purchase West Common Stock,
including  dividend  equivalent  units,  pursuant to West's 1996 Share Incentive
Plan and West's 1996 Trustees Plan.

         "West   Subsidiaries"   shall  mean  the  entities   listed  as  West's
subsidiaries in the West Disclosure Schedule.

         "West Voting  Stock" shall mean the  outstanding  shares of West Common
Stock,  West Series A Preferred Stock and West Series B Preferred Stock entitled
to vote on the  transaction  contemplated  hereby,  voting  together as a single
class.


                                   ARTICLE II.
                                   THE MERGER

         Section 2.1 THE MERGER. Upon the terms and subject to the conditions of
this Agreement, West and East shall each take all actions necessary to cause (a)
West to be merged  with and into  East,  which  shall be the  successor  in such
Merger,   on  the  terms  and   conditions  set  forth  in  articles  of  merger
substantially  in the form of Exhibit A hereto (the  "Articles of Merger"),  (b)
West Operating Partnership to be merged into East Operating  Partnership,  which
shall be the successor in such Merger,  on the terms and conditions set forth in
the articles of merger  substantially  in the form of Exhibit B hereto,  and (c)
West Management Company to be merged into East Management  Company,  which shall
be the successor in such Merger,  on the terms and  conditions  set forth in the
articles of merger substantially in the form of Exhibit C hereto.

         Section  2.2  THE  CLOSING.  Unless  this  Agreement  shall  have  been
terminated and the transactions  herein  contemplated  shall have been abandoned
pursuant  to  Section  8.1,  and  subject to the  satisfaction  or waiver of the
conditions set forth in Article VII, the closing of the


                                       6
<PAGE>

East/West  Merger  (the  "East/West   Closing")  will  take  place  as  soon  as
practicable after  satisfaction or waiver of the conditions set forth in Section
7.1 (the  "Closing  Date")  at 10:00  a.m.,  Jacksonville,  Florida  time at the
offices of Foley &  Lardner,  200 North  Laura  Street,  Jacksonville,  Florida,
unless  another  date,  time or place is agreed  to in  writing  by the  parties
hereto.  The  Closing  of  the  Management  Company  Merger  and  the  Operating
Partnership Merger will take place as soon as practical  following  satisfaction
or waiver of the  conditions set forth in their  respective  articles of merger.
The  closing  of  the  East/West  Merger  shall  not  be  conditioned  upon  the
simultaneous closing of either of the other mergers.

         Section 2.3 EFFECTIVE  TIME. On the Closing  Date,  the parties  hereto
shall  file  the  Articles  of  Merger  for the  East/West  Merger  executed  in
accordance with the relevant provisions of the Florida Business Corporations Act
(the "FBCA") and Title 8 of the  Corporations  and  Associations  Article of the
Annotated  Code of Maryland (the  "Maryland  REIT Law") and shall make all other
filings or  recordings  required  under the FBCA and the Maryland  REIT Law. The
East/West  Merger shall become  effective at such time as provided by applicable
law or such other time as specified in the Articles of Merger (the time when the
East/West Merger becomes effective being the "Effective Time").


                                  ARTICLE III.

                     REPRESENTATIONS AND WARRANTIES OF EAST

         East represents and warrants to West as follows:

         Section 3.1 ORGANIZATION AND  QUALIFICATION.  Each of East and the East
Subsidiaries is duly organized,  validly existing and in good standing under the
laws of its  jurisdiction  of  organization  and each has the  requisite  power,
corporate or otherwise,  and authority to own,  lease and operate its assets and
properties  and to carry on its business as it is now being  conducted and as it
is proposed by it to be  conducted.  Each of East and the East  Subsidiaries  is
qualified to do business and is in good standing in each  jurisdiction  in which
the  properties  owned,  leased or operated by it or the nature of the  business
conducted by it makes such qualification necessary,  except where the failure to
be so  qualified  and in good  standing  would not,  alone or in the  aggregate,
reasonably  be  expected  to have a  material  adverse  effect on the  business,
operations,  properties,  assets,  condition  (financial  or other),  results of
operations or prospects of East and the East Subsidiaries,  taken as a whole, or
prevent,  hinder or  materially  delay the  ability  of East to  consummate  the
transactions contemplated by this Agreement.  True, accurate and complete copies
of each of (a) the Second  Amended and Restated  Articles of  Incorporation,  as
amended,  and Bylaws of East, (b) the Second  Amended and Restated  Agreement of
Limited  Partnership  of East  Operating  Partnership  and (c) the  Articles  of
Incorporation  and Bylaws of East Management  Company  (collectively,  the "East
Organizational  Documents"),  as in effect  on the date  hereof,  including  all
amendments thereto, have heretofore been delivered to West.

                                       7
<PAGE>

         Section 3.2     CAPITALIZATION.

         (a) The  authorized  capital  stock  of East  consists  of  170,000,000
shares.  As of the date of this  Agreement,  there are (i) 25,503,066  shares of
East Common Stock and  2,500,000  shares of East Class B Common Stock issued and
outstanding,  (ii) no shares of East Common  Stock or East Class B Common  Stock
held by any East Subsidiary;  (iii) 890,095 shares of East Common Stock reserved
for issuance upon exercise of authorized but unissued East Stock  Options;  (iv)
1,318,507 shares of East Common Stock issuable upon exercise of outstanding East
Stock  Options;  (v) 59,000  shares of East Common Stock issued and  outstanding
(and included in the number stated in clause (i) above) subject to  restrictions
under the East  Restricted  Stock Plan;  and (vi) 161,177  shares of East Common
Stock  reserved for  issuance as employer  matching  contributions  under East's
401(k)  Savings  Plan. As of the date of this  Agreement,  there are (i) 692,432
Original  Limited  Partnership  and Class A Units of East Operating  Partnership
outstanding,   (ii)  400,927  Class  2  Units  of  East  Operating   Partnership
outstanding,  (iii)  25,503,066  Class B Units  of  East  Operating  Partnership
outstanding and (iv) 1,600,000 8.125% Series A Cumulative  Redeemable  Preferred
Units of East Operating Partnership outstanding. Except as set forth above or on
the East  Disclosure  Schedule,  no  shares  of  capital  stock or other  equity
securities  of East or East  Operating  Partnership  are  issued,  reserved  for
issuance, or outstanding.  All of the issued and outstanding  securities of East
and East Operating  Partnership are, and all equity  securities of East and East
Operating  Partnership issued pursuant to this Agreement will be when so issued,
duly  authorized,  validly  issued,  fully  paid,  nonassessable,  and  free  of
preemptive  rights.  All shares of East Common Stock  issuable  pursuant to this
Agreement will be, when so issued,  registered under the Securities Act for such
issuance  and  registered  under the  Exchange  Act,  registered  or exempt from
registration  under any applicable state securities laws for such issuance,  and
listed on the Exchange, subject to official notice of issuance.

         (b)  Except as set forth in Section  3.2(a),  as  contemplated  by this
Agreement,  or as set  forth in the  East  Disclosure  Schedule,  as of the date
hereof  there  are no  outstanding  subscriptions,  options,  calls,  contracts,
commitments,  understandings,  restrictions,  arrangements,  rights or warrants,
including any right of conversion or exchange  under any  outstanding  security,
instrument or other agreement  obligating East or East Operating  Partnership to
issue,  deliver or sell,  or cause to be issued,  delivered or sold,  additional
shares of capital  stock or other equity  interests or  obligating  East or East
Operating  Partnership  to grant,  extend or enter  into any such  agreement  or
commitment;  provided,  however,  that  the  foregoing  shall  not  apply to the
amendment  by East of any  incentive  plan  providing  for  grants of options or
restricted  shares to  directors  and  employees  nor to any grant of options or
restricted  shares  thereunder.  Except for the East  Investor  Agreement  or as
contemplated by this Agreement or as set forth in the East Disclosure  Schedule,
there are no voting trusts,  proxies or other  agreements or  understandings  to
which  East or East  Operating  Partnership  is a party or by which East or East
Operating  Partnership  is  bound  with  respect  to  the  voting  of any of its
respective voting securities.  There are no outstanding bonds, debentures, notes
or other indebtedness or other securities of East or East Operating  Partnership
having the right to vote (or convertible into, or exchangeable  for,  securities
having  the  right to  vote) on any  matters  on which  shareholders  of East or
limited


                                       8
<PAGE>

partners of East Operating  Partnership may vote.  Other than East Stock Options
or as set  forth in the  East  Disclosure  Schedule,  there  are no  outstanding
contractual obligations, commitments,  understandings or arrangements of East or
any East  Subsidiary  to  repurchase,  redeem or  otherwise  acquire or make any
payment in respect of or  measured  or  determined  based on the value or market
price of any shares of capital stock of East or any East  Subsidiary.  Except as
set  forth  in  the  East  Disclosure  Schedule,  there  are  no  agreements  or
arrangements  pursuant to which East is or could be required to register  shares
of East Common Stock or other  securities under the Securities Act, on behalf of
any person other than Shareholder.

         (c)  All of  the  outstanding  shares  of  capital  stock  of the  East
Subsidiaries have been validly issued and are fully paid and nonassessable  and,
except as set forth in the East Disclosure Schedule,  are owned by East free and
clear of all Liens.  Except for shares of East Subsidiaries,  East does not own,
directly or indirectly,  any capital stock or other equity or ownership interest
in any entities.  East owns good and marketable  title to the stock of each East
Subsidiary  owned by it and each East Subsidiary owns good and marketable  title
to the securities of each other East  Subsidiary  owned by it, in each case free
and clear of all Liens.

         (d) Except as  contemplated  by this  Agreement  or as set forth in the
East  Disclosure  Schedule,  there are no  outstanding  subscriptions,  options,
calls,  contracts,  commitments,  understandings,   restrictions,  arrangements,
rights or warrants,  including  any right of  conversion  or exchange  under any
outstanding security,  instrument or other agreement obligating East or the East
Subsidiaries  to issue,  deliver or sell,  or cause to be issued,  delivered  or
sold,  additional  shares of capital stock of any East  Subsidiary or obligating
East or any East Subsidiary to grant, extend or enter into any such agreement or
commitment.  There  are  no  voting  trusts,  proxies  or  other  agreements  or
understandings  to which East or any East Subsidiary is a party or is bound with
respect to the voting of any shares of the East Subsidiaries.

         Section 3.3     AUTHORITY; NON-CONTRAVENTION; APPROVALS.

         (a) East has full power, corporate or otherwise, and authority to enter
into this  Agreement  and,  subject to the East  Shareholders  Approval and East
Required  Statutory  Approvals,  to  consummate  the  transactions  contemplated
hereby.   The  execution  and  delivery  of  this  Agreement  by  East  and  the
consummation  by the East  Merging  Entities  of the  transactions  contemplated
hereby have been duly authorized by the East Board and the Board of Directors of
East Management Company and no other proceedings on the part of the East Merging
Entities are necessary to authorize the execution and delivery of this Agreement
by East and the  consummation by the East Merging  Entities of the  transactions
contemplated hereby,  except for obtaining of the East Shareholders Approval and
East  Required  Statutory  Approvals.  This  Agreement has been duly and validly
executed and delivered by East, and, assuming the due  authorization,  execution
and delivery hereof by West,  constitutes a valid and binding  agreement of East
enforceable  against  East in  accordance  with  its  terms,  except  that  such
enforcement  may be  subject  to  (i)  bankruptcy,  insolvency,  reorganization,
moratorium  or other  similar  laws  affecting  or  relating to  enforcement  of
creditors' rights generally or (ii) general equitable principles.

                                       9
<PAGE>

         (b) The  execution  and delivery of this  Agreement by East do not, and
the consummation by the East Merging  Entities of the transactions  contemplated
hereby will not,  violate,  conflict with or result in a breach of any provision
of, or constitute a default (or an event which,  with notice or lapse of time or
both,  would  constitute a default)  under,  or result in the termination of, or
result in the acceleration of any obligations under or the performance  required
by, or result  in a right of  termination  or  acceleration  or any "put"  right
under,  or result in the  creation  of any Lien  upon any of the  properties  or
assets of the East  Merging  Entities  under  any of the  terms,  conditions  or
provisions of, (i) subject to obtaining the East  Shareholders  Approval and the
consent of the holder of East's Class B Common  Stock,  the East  Organizational
Documents,  (ii) subject to obtaining  the East  Shareholders  Approval and East
Required Statutory Approvals,  any statute,  law, ordinance,  rule,  regulation,
judgment,  decree,  order,  injunction,  writ, permit or license of any court or
governmental authority applicable to East or any East Subsidiary or any of their
respective  properties,  or (iii) subject to obtaining any consent or waiver set
forth in the East Disclosure Schedule (the "East Required  Consents"),  any loan
or credit agreement,  note, bond, mortgage,  indenture,  deed of trust, license,
franchise, permit, concession,  contract, lease or other instrument,  obligation
or agreement of any kind to which East or any East  Subsidiary is now a party or
by which East or any East Subsidiary may be bound,  excluding from the foregoing
clauses  (ii)  and  (iii)  such  violations,   conflicts,   breaches,  defaults,
terminations,  accelerations,  put rights, or creations of Liens that would not,
alone or in the  aggregate,  be reasonably  expected to have a material  adverse
effect on the business, operations,  properties, assets, condition (financial or
other),  results of operations  or prospects of East and the East  Subsidiaries,
taken as a whole, or prevent, hinder or materially delay the ability of the East
Merging Entities to consummate the transactions contemplated by this Agreement.

         (c)  Except  for (i) any  filings  by the  parties  hereto  that may be
required  by the  HSR  Act,  (ii)  the  filing  of the  Registration  Statement,
including  the Proxy  Statement  and  Prospectus,  with the SEC  pursuant to the
Securities Act and the Exchange Act, and the  declaration  of the  effectiveness
thereof by the SEC and any filings that may be required  with various state blue
sky  authorities,  (iii) the  filing of the  Articles  of Merger  with,  and the
acceptance  thereof for recording by, the appropriate state authorities and (iv)
any  required  filings  with or  approvals  from  applicable  federal  or  state
environmental  authorities (the filings and approvals referred to in clauses (i)
through  (iv) are  collectively  referred  to as the  "East  Required  Statutory
Approvals"),  no  declaration,  filing or  registration  with,  or notice to, or
authorization,  consent or approval of, any  governmental  or regulatory body or
authority is necessary for the execution and delivery of this  Agreement by East
or  the   consummation  by  the  East  Merging   Entities  of  the  transactions
contemplated  hereby,  other  than such  declarations,  filings,  registrations,
notices,  authorizations,  consents or approvals which, if not made or obtained,
as the case may be, would not, alone or in the aggregate, be reasonably expected
to have a  material  adverse  effect on the  business,  operations,  properties,
assets,  condition  (financial or other),  results of operations or prospects of
East  and  the  East  Subsidiaries,  taken  as a whole  or  prevent,  hinder  or
materially  delay the ability of the East  Merging  Entities to  consummate  the
transactions contemplated by this Agreement.

                                       10
<PAGE>

         Section 3.4  DISCLOSURE  AND FINANCIAL  STATEMENTS.  East has filed all
required reports,  schedules, forms, registration statements and other documents
with the SEC since October 29, 1993  (collectively,  and in each case  including
all exhibits  and  schedules  thereto and  documents  incorporated  by reference
therein,  the "East SEC Documents").  As of their respective dates, the East SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Securities  Act or the  Exchange  Act,  as the case may be,  and the  rules  and
regulations  of the  SEC  promulgated  thereunder  applicable  to the  East  SEC
Documents,  and none of the East SEC Documents  (including any and all financial
statements  included therein) as of such dates contained any untrue statement of
a  material  fact or  omitted to state a  material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances  under  which they were made,  not  misleading.  The  consolidated
financial  statements of East included in the East SEC Documents  (the "East SEC
Financial  Statements")  comply  as  to  form  in  all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect  thereto,  have been prepared in accordance  with generally
accepted accounting  principles  (except, in the case of unaudited  consolidated
quarterly  statements,  as  permitted  by Form  10-Q of the  SEC)  applied  on a
consistent  basis during the periods involved (except as may be indicated in the
notes thereto) and fairly present the  consolidated  financial  position of East
and its  consolidated  subsidiaries as of the dates thereof and the consolidated
results of their  operations and cash flows for the periods then ended (subject,
in the  case  of  unaudited  quarterly  statements,  to  normal  year-end  audit
adjustments).

         Section 3.5 ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Since  December 31,
1997  through  the date  hereof,  except  as set  forth  in the East  Disclosure
Schedule  or  disclosed  in any East SEC  Documents  there  has not been (a) any
material  adverse  change or any event  which  would  reasonably  be expected to
result in a material  adverse change,  individually or in the aggregate,  in the
business, operations,  properties, assets, liabilities,  condition (financial or
other),  results of operations  or prospects of East and the East  Subsidiaries,
taken as a whole;  provided,  however,  that a material adverse change shall not
include any (i)  changes,  effects,  conditions,  events or  circumstances  that
affect the real estate industry  generally  (including tax, legal and regulatory
changes) and do not affect East and the East Subsidiaries,  taken as a whole, in
a materially more adverse manner than the real estate industry generally or (ii)
changes arising from the  consummation of the Merger or the  announcement of the
execution of this Agreement; or (b) any event which, if it had taken place after
the date hereof,  would not have been permitted by Section 5.1 without the prior
consent of West.

         Section 3.6 REGISTRATION  STATEMENT AND PROXY STATEMENT AND PROSPECTUS.
None of the  information  supplied or to be supplied  by East for  inclusion  or
incorporation  by reference in (a) the  Registration  Statement or (b) the Proxy
Statement and Prospectus will, in the case of the Proxy Statement and Prospectus
or any amendments thereof or supplements  thereto, at the time of the mailing of
the Proxy  Statement and Prospectus  and any  amendments  thereof or supplements
thereto, and at the time of the meetings of the shareholders of East and West to
be held in connection with the  transactions  contemplated by this Agreement or,
in the case of the Registration  Statement,  as amended or supplemented,  at the
time it becomes  effective and at the 


                                       11
<PAGE>

time of such meetings,  contain any untrue  statement of a material fact or omit
to state any material fact  required to be stated  therein or necessary in order
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading,  except that no  representation  is made by East with
respect to information supplied by West for inclusion or incorporation  therein.
The Registration  Statement and Proxy Statement and Prospectus will comply as to
form in all material respects with all applicable laws, including the provisions
of the Securities Act and Exchange Act and the rules and regulations promulgated
thereunder.

         Section 3.7     TAXES.  Except as set forth in the East Disclosure 
Schedule:

         (a) Each of East and the East  Subsidiaries  has timely filed, or shall
timely  file,  with the  appropriate  governmental  authorities  all Tax Returns
required to be filed by it (either  separately or as a member of any  affiliated
group  within  the  meaning  of Section  1504 of the Code or any  similar  group
defined  under a similar  provision  of state,  local or  foreign  law (an "East
Affiliated  Group"))  for all periods  ending on or prior to the  Closing  Date,
except to the  extent of any Tax  Returns  for  which an  extension  of time for
filing has been  properly  filed.  Each such return and filing is  complete  and
correct in all  material  respects.  All Taxes  shown on a Tax Return as owed by
East or the East  Subsidiaries  have been paid.  No  material  issues  have been
raised in any examination by any taxing authority with respect to the businesses
and operations of East or the East  Subsidiaries  which (i) reasonably  could be
expected to result in an  adjustment  to the liability for Taxes for such period
examined or (ii), by  application  of similar  principles,  reasonably  could be
expected to result in an  adjustment  to the  liability  for Taxes for any other
period  not so  examined.  All Taxes  which  East or the East  Subsidiaries  are
required by law to withhold or collect,  including  Taxes  required to have been
withheld in connection  with amounts paid or owing to any employee,  independent
contractor,  creditor,  stockholder,  or other  third  party  and  sales,  gross
receipts and use taxes,  have been duly withheld or collected and, to the extent
required, have been paid over to the proper governmental authorities or are held
in separate bank  accounts for such  purpose.  There are no Liens for Taxes upon
the assets of East or the East Subsidiaries except for statutory Liens for Taxes
not yet due.

         (b) None of East, the East  Subsidiaries or the East  Affiliated  Group
has filed for an extension of a statute of  limitations  with respect to any Tax
and no  governmental  authorities  have requested an extension of the statute of
limitations  with  respect  to any  Tax.  The Tax  Returns  of  East,  the  East
Subsidiaries  and the East  Affiliated  Group  are not  being  and have not been
examined or audited by any taxing  authority for any past year or periods.  None
of East, the East  Subsidiaries or the East  Affiliated  Group is a party to any
pending action or any formal or informal  proceeding by any taxing authority for
a  deficiency,  assessment  or  collection  of  Taxes,  and  no  claim  for  any
deficiency,  assessment  or collection  of Taxes has been  asserted,  or, to the
knowledge  of East,  threatened  against  it,  including  claims  by any  taxing
authority in a jurisdiction where East and the East Subsidiaries do not file tax
returns that any of them is or may be subject to taxation in that jurisdiction.

         (c) Each of East and the East  Subsidiaries has properly accrued on its
respective  financial  statements  all  Taxes  due for  which  East or the  East
Subsidiaries may be liable,  whether 


                                       12
<PAGE>

or not  shown on any Tax  Return as being  due  (including  by reason of being a
member of an East  Affiliated  Group or as a  transferee  of the  assets  of, or
successor to, any corporation,  person, association,  partnership, joint venture
or other entity). East and the East Subsidiaries have established (and until the
Closing Date shall  continue to establish and maintain) on its books and records
reserves that are adequate for the payment of all Taxes not yet due and payable.

         (d)  Neither  East nor the East  Subsidiaries  (i) has  filed a consent
under Section 341(f) of the Code concerning collapsible corporations, or (ii) is
a party to any Tax allocation or sharing agreement.

         (e) The East Affiliated  Group of which East and any East Subsidiary is
or was a member has duly and timely  filed all Tax Returns  that it was required
to file for each taxable  period during which East and any such East  Subsidiary
was a member of the group. All such Tax Returns were complete and correct in all
material  respects and all Taxes owed by the East Affiliated  Group,  whether or
not shown on any Tax Return, have been paid for each taxable period during which
East and any East Subsidiary was a member of the group.

         (f) East does not have any  liability for the Taxes of any person other
than East and the East  Subsidiaries  and the East  Subsidiaries do not have any
liability for the Taxes of any person other than East and the East  Subsidiaries
(A) under  Treasury  Regulation  Section  1.1502-6 (or any similar  provision of
state, local or foreign law), (B) as a transferee or successor, (C) by contract,
or (D) otherwise.

         (g) Neither East nor the East  Subsidiaries  has made any payments,  is
obligated  to make  any  payments,  or is a party  to an  agreement  that  could
obligate it to make any payments that will not be deductible  under Section 280G
of the  Code.  East  and the East  Subsidiaries  have  disclosed  to the IRS all
positions  taken on its federal  income tax  returns  which could give rise to a
substantial understatement of tax under Section 6662 of the Code.

         (h) For all  taxable  years  commencing  with the  taxable  year  ended
December  31, 1993 through the taxable  year ended  December 31, 1997,  East has
been  organized  in  conformity  with the  qualifications  as a REIT (within the
meaning of the Code) and has satisfied all requirements to qualify as a REIT for
such years.  East has  operated,  and intends to continue to operate,  in such a
manner as to qualify as a REIT for the tax year ending  December 31,  1998,  and
has not taken or omitted to take any action which would  reasonably  be expected
to result in a  challenge  to its  status as a REIT,  and no such  challenge  is
pending or, to East's  knowledge,  threatened.  Each East  Subsidiary  that is a
partnership,  joint venture or limited liability company has been treated during
and since its  formation  and  continues  to be treated for  federal  income tax
purposes as (i) a partnership,  (ii) a qualified REIT subsidiary  under the Code
or (iii) an entity that may be disregarded as an entity  separate from its owner
under Treasury  Regulation  [Section]  301.7701-3.  Each East Subsidiary that is
both (i) a corporation  for federal income tax purposes and (ii) with respect to
which all of the outstanding capital stock is owned solely by East (or solely by
an East

                                       13
<PAGE>

Subsidiary  that is a  corporation  wholly owned by East) is a  "qualified  REIT
subsidiary" as defined in Section 856(i) of the Code.

         Section 3.8 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Neither East nor any
East  Subsidiary  had, at December 31, 1997, and neither has incurred since that
date, any liabilities or obligations (whether absolute,  accrued,  contingent or
otherwise) of any nature (other than ordinary and recurring  operating  expenses
consistent  with  past  practices)   except  (a)  liabilities,   obligations  or
contingencies  which are accrued or reserved  against in the East SEC  Financial
Statements or reflected in the notes thereto, (b) as incurred in connection with
the  transactions  contemplated  by this  Agreement,  and  (c) any  liabilities,
obligations or contingencies which (i) would not, alone or in the aggregate,  be
reasonably  expected  to  have  a  material  adverse  effect  on  the  business,
operations,  properties,  assets,  condition  (financial  or other),  results of
operations or prospects of East and the East Subsidiaries,  taken as a whole, or
prevent,  hinder or  materially  delay the  ability  of East to  consummate  the
transactions contemplated by this Agreement or (ii) have been discharged or paid
in full prior to the date hereof.

         Section 3.9  LITIGATION.  Except as disclosed in the East SEC Documents
or the  East  Disclosure  Schedule,  there  are no  claims,  suits,  actions  or
proceedings pending or, to East's knowledge, threatened, against, relating to or
affecting East or any East Subsidiary or any of their  respective  properties or
assets  before or by any court,  governmental  department,  commission,  agency,
instrumentality  or  authority,  or any  arbitrator  that  would  reasonably  be
expected to have,  alone or in the  aggregate  with all such claims,  actions or
proceedings, a material adverse effect on the business, operations,  properties,
assets,  condition  (financial or other),  results of operations or prospects of
East and the East  Subsidiaries,  taken as a whole,  or to  prevent,  hinder  or
materially delay the ability of East to consummate the transactions contemplated
by this  Agreement.  Neither  East nor any East  Subsidiary  is  subject  to any
judgment,  decree,  injunction,   rule  or  order  of  any  court,  governmental
department,  commission, agency, instrumentality or authority, or any arbitrator
which prohibits or restricts the consummation of the  transactions  contemplated
hereby or would  have a material  adverse  effect on the  business,  operations,
properties,  assets,  condition  (financial or other),  results of operations or
prospects of East and the East Subsidiaries, taken as a whole or prevent, hinder
or  materially  delay  the  ability  of,  East to  consummate  the  transactions
contemplated by this Agreement.

         Section 3.10 NO VIOLATION OF LAW. Neither East nor any East Subsidiary
is in violation  of or has been given notice or been charged with any  violation
of any law, statute,  order, rule, regulation,  ordinance or judgment (including
any applicable  environmental  law, ordinance or regulation) of any governmental
or regulatory body or authority,  except for violations  which,  alone or in the
aggregate, would not reasonably be expected to have a material adverse effect on
the business,  operations,  properties,  assets, condition (financial or other),
results of operations or prospects of East and the East Subsidiaries, taken as a
whole, or prevent, hinder or materially delay the ability of, East to consummate
the transactions  contemplated by this Agreement.  No investigation or review of
East or any East Subsidiary by any  governmental or regulatory body or authority
is pending or, to the knowledge of East, threatened, nor has any 


                                       14
<PAGE>

governmental  or  regulatory  body or  authority  indicated  to East or any East
Subsidiary an intention to conduct the same, other than, in each case, those the
outcome of which,  as far as reasonably can be foreseen,  would not, alone or in
the aggregate,  reasonably be expected to have a material  adverse effect on the
business,  operations,  properties,  assets,  condition  (financial  or  other),
results of operations or prospects of East and the East Subsidiaries, taken as a
whole, or prevent, hinder or materially delay the ability of, East to consummate
the  transactions  contemplated  by this  Agreement.  Each of East  and the East
Subsidiaries  has all  permits,  licenses,  franchises,  variances,  exemptions,
orders and other governmental  authorizations,  consents and approvals necessary
to conduct its  business as presently  conducted  and as proposed by East or any
East  Subsidiary  to be  conducted,  except for permits,  licenses,  franchises,
variances,  exemptions,  orders,  authorizations,  consents  and  approvals  the
absence of which, alone or in the aggregate, would not reasonably be expected to
have a material adverse effect on the business, operations,  properties, assets,
condition  (financial or other),  results of operations or prospects of East and
the East Subsidiaries,  taken as a whole, or prevent, hinder or materially delay
the  ability  of,  East to  consummate  the  transactions  contemplated  by this
Agreement.

         Section  3.11  EAST  PROPERTIES.  Except as  disclosed  in the East SEC
Documents  or  the  East  Disclosure  Schedule,   each  of  East  and  the  East
Subsidiaries  (i) has good and marketable title to all the properties and assets
reflected in the latest audited balance sheet included in the East SEC Documents
as being owned by East or one of the East  Subsidiaries  or  acquired  after the
date thereof which are, alone or in the aggregate,  material to East's  business
on a consolidated  basis (except  properties sold or otherwise disposed of since
the date thereof in the ordinary course of business),  free and clear of (A) all
Liens  except (1)  statutory  Liens  securing  payments not yet due and (2) such
imperfections  or  irregularities  of title  or other  Liens  (other  than  real
property mortgages or deeds of trust) as do not materially affect the use of the
properties or assets subject thereto or affected thereby or otherwise materially
impair the business operations  presently conducted at such properties,  and (B)
all real property  mortgages  and deeds of trust,  and (ii) is the lessee of all
leasehold estates reflected in the latest audited financial  statements included
in the East SEC Documents or acquired after the date thereof which are, alone or
in the  aggregate,  material to its business on a  consolidated  basis and is in
possession of the properties  purported to be leased  thereunder,  and each such
lease is valid without default thereunder by the lessee or, to East's knowledge,
the lessor.

         Section 3.12 LABOR MATTERS.  Neither East nor any East  Subsidiary is a
party to, or bound by, any collective  bargaining  agreement,  contract or other
agreement or understanding with a labor union or labor organization, nor is East
or any East  Subsidiary the subject of any  proceeding  asserting that it or any
subsidiary  has  committed an unfair  labor  practice or seeking to compel it to
bargain with any labor  organization as to wages or conditions of employment nor
is there any strike,  work stoppage or other labor dispute involving East or any
East  Subsidiary  pending,  or, to East's  knowledge,  threatened,  any of which
would,  alone or in the  aggregate,  reasonably  be  expected to have a material
adverse  effect  on the  business,  operations,  properties,  assets,  condition
(financial  or other),  results of  operations or prospects of East and the East
Subsidiaries,  taken as a whole or  prevent,  hinder  or  materially  delay  the
ability of, East to consummate the transactions contemplated by this Agreement.

                                       15
<PAGE>

         Section  3.13  EMPLOYEE  BENEFIT  PLANS.  Each  employee  benefit  plan
maintained by East or any East  Subsidiary  that provides  retirement,  pension,
health care, long-term disability income,  workers compensation,  life insurance
and any other  postretirement  benefits that, as of the date hereof,  covers any
director,  officer or employee of East or the East  Subsidiaries  (collectively,
the "East  Benefit  Plans")  complies and has been  administered  in form and in
operation in all material  respects with all  requirements  of law to the extent
applicable  and  no  notice  has  been  issued  by  any  governmental  authority
questioning or challenging such compliance. Neither the execution or delivery of
this Agreement nor the  consummation  of the  transactions  contemplated  hereby
constitutes  or will  constitute  an event under any East  Benefit Plan that may
result  in any  payment  by East or any  East  Subsidiary,  any  restriction  or
limitation upon the assets of any East Benefit Plan, any acceleration of payment
or vesting,  increase in benefits or  compensation,  or  forgiveness of any loan
from or other commitment to East or any East Subsidiary.

         Section 3.14 INTELLECTUAL PROPERTY. East and the East Subsidiaries own,
free of Liens, or have a valid license to use, all of the Intellectual  Property
used in the conduct of the businesses of East and the East Subsidiaries. None of
such Intellectual  Property has been or is the subject of any pending, or to the
knowledge of East, threatened adverse claim, litigation or claim of infringement
based  on the use  thereof  by East or any  East  Subsidiary  or a third  party.
Neither East nor any East Subsidiary has received any notice  contesting  East's
or the East Subsidiaries' right to use any of such Intellectual Property and, to
the knowledge of East,  neither East nor any East  Subsidiary has infringed upon
or  misappropriated  any  intellectual  property  rights of third  parties.  The
consummation  of the Merger will not result in the loss of any rights by East or
any  East  Subsidiaries  of any of its or  their  rights  in  such  Intellectual
Property.

         Section 3.15 EAST MATERIAL  CONTRACTS.  Except as disclosed in the East
SEC  Documents  filed  prior  to the  date  hereof,  neither  East  nor any East
Subsidiary:  is a party to or bound by (a) any "material contract" (as such term
is  defined  in  Item  601(b)(10)  of  Regulation  S-K of the  SEC),  or (b) any
non-competition  agreement or any other agreement or obligation that purports to
limit in any respect the manner in which, or the localities in which, all or any
substantial  portion of the business of East or the East  Subsidiaries  would be
conducted.

         Section  3.16  ENVIRONMENTAL  MATTERS.  Except as set forth in the East
Disclosure Schedule and the East SEC Documents, East has no knowledge of (a) any
violation  of  Environmental  Laws  relating to any property of East or any East
Subsidiary,  (b) the release or potential  release of Hazardous  Materials on or
from any such property,  (c) underground  storage tanks located on any property,
or  (d)  asbestos  in or on any  such  property  which  would,  alone  or in the
aggregate,  reasonably  be  expected  to have a material  adverse  effect on the
business,  operations,  properties,  assets, condition (financial or otherwise),
results of operations or prospects of East and the East Subsidiaries, taken as a
whole, or prevent,  hinder or materially delay the ability of East to consummate
the transactions contemplated by this Agreement. Except as set forth in the East
Disclosure  Schedule,  neither  East  nor any  East  Subsidiary,  nor to  East's
knowledge, any tenant of such property, has manufactured,  introduced,  released
or  discharged  from or onto any such  property any  Hazardous  Materials or any
toxic wastes,  substances or 


                                       16
<PAGE>

materials  (including  asbestos)  in violation of any  Environmental  Laws,  and
neither East nor any East  Subsidiary,  nor to East's  knowledge,  any tenant of
such  property,  has  used  any  such  property  or any  part  thereof  for  the
generation, treatment, storage, handling or disposal of any Hazardous Materials,
in violation of any Environmental  Laws which would,  alone or in the aggregate,
reasonably  be  expected  to have a  material  adverse  effect on the  business,
operations,  properties,  assets, condition (financial or otherwise), results of
operations or prospects of East and the East Subsidiaries,  taken as a whole, or
prevent,  hinder or  materially  delay the  ability  of East to  consummate  the
transactions contemplated by this Agreement.

         Section  3.17  INSURANCE.   East  or  the  East  Subsidiaries  maintain
insurance  coverage  for East and the East  Subsidiaries  and  their  respective
properties and assets of the types and in amounts  typical of similar  companies
engaged in the respective businesses in which East and the East Subsidiaries are
engaged.  All such insurance policies (a) are in full force and effect, and with
respect to all policies neither of East nor any East Subsidiary is delinquent in
the  payment  of  any  premiums  thereon,  and  no  notice  of  cancellation  or
termination  has been  received  with  respect to any such  policy,  and (b) are
sufficient for compliance with all  requirements of law and of all agreements to
which  East or the East  Subsidiaries  are a party or  otherwise  bound  and are
valid,  outstanding,  collectable,  and enforceable  policies and will remain in
full force and effect through their respective  policy periods,  except,  in the
case of either  clause (a) or (b), in such manner as would not,  alone or in the
aggregate,  be  reasonably  expected  to have a material  adverse  effect on the
business,  operations,  properties,  assets,  condition  (financial  or  other),
results of operations or prospects of East and the East Subsidiaries, taken as a
whole,  or prevent,  hinder or materially  delay the ability of the East Merging
Entities to consummate the transactions contemplated by this Agreement.  Neither
East nor any East  Subsidiary  has received  written  notice  within the last 12
months from any insurance  company or board of fire  underwriters of any defects
or inadequacies  that would materially  adversely affect the insurability of, or
cause any material increase in the premiums for, insurance covering, either East
or any East Subsidiary or any of their respective properties or assets that have
not been cured or repaired to the satisfaction of the party issuing the notice.

         Section  3.18  BROKERS AND  FINDERS.  East has not employed any broker,
finder,  other  intermediary,  or  financial  advisor  in  connection  with  the
transactions  contemplated  by this  Agreement  which  would be  entitled to any
brokerage,  finder's or similar fee or commission, or financial advisory fee, in
connection with this Agreement or the transactions  contemplated  hereby,  other
than Prudential Securities Incorporated,  the fees and expenses of which will be
paid by East.

         Section 3.19 INVESTMENT  COMPANY ACT.  Neither East nor any of the East
Subsidiaries  is an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended,  nor an "investment adviser" within the meaning
of the Investment Advisers Act of 1940, as amended.

         Section 3.20 HSR ACTI. For purposes of determining  compliance with the
HSR Act, East confirms that except for the business of East Management  Company,
the conduct of its 


                                       17
<PAGE>

businesses  consists  solely of investing in,  owning,  operating and developing
real estate for the benefit of its shareholders.

         Section 3.21 STATE  ANTITAKEOVER LAWS NOT APPLICABLE.  Neither Sections
607.0901 or 607.0902 of the FBCA applies to this  Agreement or the Merger or the
other transactions contemplated hereby. Other than Sections 607.0901 or 607.0902
of the FBCA, no state takeover  statute or similar  statute or regulation of the
State  of  Florida  (and,  to the  knowledge  of  East,  of any  other  state or
jurisdiction)  applies or purports to apply to this  Agreement  or the Merger or
other transactions contemplated hereby.

         Section 3.22 REQUIRED EAST VOTE. The East Shareholders Approval,  being
the  affirmative  vote of a majority  of the  outstanding  shares of East Common
Stock  entitled to vote,  is the only vote of the holders of any class or series
of the  securities  of the East  Merging  Entities  necessary  to  approve  this
Agreement, the Merger and the other transactions contemplated hereby.

         Section 3.23 BOARD  RECOMMENDATION.  The East Board,  at a meeting duly
called  and  held,  has by a  unanimous  vote of  those  directors  present  and
participating  (who  constituted  69% of the directors then in office,  with two
directors absent and the two Shareholder representatives abstaining),  including
the unanimous vote of the "Independent Directors" (as defined in East's Bylaws),
(i)  determined   and  declared  that  this   Agreement  and  the   transactions
contemplated hereby,  including the Merger, are advisable and fair to and in the
best  interests  of East and the  shareholders  of East,  and (ii)  resolved  to
recommend  that the holders of East Common Stock approve this  Agreement and the
transactions contemplated herein, including the Merger.

         Section 3.24 OPINION OF FINANCIAL  ADVISOR.  A special committee of the
East Board composed exclusively of "Independent Directors" (as defined in East's
Bylaws) has received the opinion of Prudential  Securities  Incorporated,  dated
the date of this Agreement, to the effect that the Merger Consideration is fair,
from a financial  point of view,  to the holders of East Common Stock other than
the Shareholder.

         Section 3.25 DISCLOSURE.  No  representation  or warranty  contained in
this  Article  III, as  qualified  by the East  Disclosure  Schedule,  or in any
Schedule  or  Exhibit  hereto  or any  closing  certificate  furnished  or to be
furnished by East to West pursuant to this  Agreement or in connection  with the
Merger contains any untrue statement of a material fact, or, to the knowledge of
East, omits to state a material fact necessary to make the statements  contained
herein or therein, in light of the circumstances under which they were made, not
misleading.

         Section 3.26  DEFINITION OF EAST'S  KNOWLEDGE.  All  references in this
Agreement to "East's  knowledge" or words of similar  import shall refer only to
the actual knowledge of those persons identified in the East Disclosure Schedule
and shall not be construed to refer to the knowledge of any other officer, agent
or  employee  of East or any  affiliate  thereof.  There  shall  be no  personal
liability on the part of any of the persons  identified  in the East  Disclosure
Schedule arising out of any  representations or warranties made herein.  Without
limiting the 


                                       18
<PAGE>

foregoing,  in no event shall the knowledge of Shareholder or any of its agents,
officers or employees be attributed to East.


                                   ARTICLE IV.

                     REPRESENTATIONS AND WARRANTIES OF WEST

         West represents and warrants to East as follows:

         Section 4.1 ORGANIZATION AND  QUALIFICATION.  Each of West and the West
Subsidiaries is duly organized,  validly existing and in good standing under the
laws of its jurisdiction of organization and has the requisite power,  corporate
or otherwise,  and authority to own, lease and operate its assets and properties
and to carry on its business as it is now being  conducted and as it is proposed
by it to be conducted. Each of West and the West Subsidiaries is qualified to do
business and is in good standing in each  jurisdiction  in which the  properties
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such qualification necessary,  except where the failure to be so qualified
and in good  standing  would,  alone  or in the  aggregate,  not  reasonably  be
expected  to  have  a  material  adverse  effect  on the  business,  operations,
properties,  assets,  condition  (financial or other),  results of operations or
prospects  of West and the West  Subsidiaries,  taken  as a whole,  or  prevent,
hinder or materially  delay the ability of West to consummate  the  transactions
contemplated  by this Agreement.  True,  accurate and complete copies of each of
(a) the Second Amended and Restated Declaration of Trust of West, as amended and
supplemented  (the  "Declaration of Trust"),  and Amended and Restated Bylaws of
West, (b) the Agreement of Limited Partnership of West Operating Partnership and
(c)  the  Articles  of  Incorporation  and  Bylaws  of West  Management  Company
(collectively,  the "West  Organizational  Documents")  as in effect on the date
hereof,  including all amendments  thereto,  have  heretofore  been delivered to
East.

         Section 4.2      CAPITALIZATION.

         (a) The authorized  capital of West consists of  150,000,000  shares of
beneficial  interest.  As of the date of this Agreement,  except as set forth in
the West  Disclosure  Schedule,  there are (i) 64,060,619  shares of West Common
Stock,  1,130,276  shares of West Series A Preferred Stock, and 2,000,000 shares
of West Series B Preferred Stock issued and outstanding,  (ii) no shares of West
Common Stock,  West Series A Preferred  Stock,  or West Series B Preferred Stock
that have  been  acquired  by West or by any West  Subsidiary;  (iii)  2,821,308
shares of West Common Stock  reserved for issuance  upon  exercise of authorized
but unissued  West Stock  Options;  (iv)  2,428,692  shares of West Common Stock
issuable upon exercise of outstanding West Stock Options and (v) 8,055 shares of
West Common Stock reserved for issuance under West's Deferred Plan for Trustees.
As of  the  date  of  this  Agreement  there  are  1,640,849  units  of  limited
partnership  interest  in  the  West  Operating  Partnership  outstanding.   The
authorized capital of West Management Company is 100,000 shares of voting common
stock,  par value $0.01 per share,  and 1,900,000  shares of  non-voting  common
stock,  par value 


                                       19
<PAGE>

$0.01 per share.  As of the date of this  Agreement,  there are 33,892 shares of
voting  common  stock and  643,958  shares of  non-voting  common  stock of West
Management  Company  outstanding.  Except  as set  forth  above  or in the  West
Disclosure  Schedule,  no shares of capital stock or other equity  securities of
the West Merging Entities are issued, reserved for issuance, or outstanding. All
of the issued and outstanding  securities of the West Merging  Entities are duly
authorized,  validly  issued,  fully paid,  and, except as set forth on the West
Disclosure Schedule, nonassessable and free of preemptive rights.

         (b) Except as set forth in Section  4.2(a),  or as contemplated by this
Agreement,  or as set  forth in the  West  Disclosure  Schedule,  as of the date
hereof  there  are no  outstanding  subscriptions,  options,  calls,  contracts,
commitments,  understandings,  restrictions,  arrangements,  rights or warrants,
including any right of conversion or exchange  under any  outstanding  security,
instrument or other agreement obligating a West Merging Entity to issue, deliver
or sell, or cause to be issued,  delivered or sold, additional shares of capital
stock or other equity  interests or  obligating a West Merging  Entity to grant,
extend or enter  into any such  agreement  or  commitment.  Except  for the West
Investor  Agreement or as  contemplated by this Agreement or as set forth in the
West  Disclosure  Schedule,  there  are  no  voting  trusts,  proxies  or  other
agreements  or  understandings  to which a West Merging  Entity is a party or by
which a West Merging Entity is bound with respect to the voting  securities of a
West  Merging  Entity.  Except for the West Voting Stock and as set forth in the
West Disclosure Schedule, there are no outstanding bonds,  debentures,  notes or
other indebtedness or other securities of a West Merging Entity having the right
to vote (or convertible into, or exchangeable  for,  securities having the right
to  vote)  on  any  matters  on  which  shareholders  or  limited  partners,  as
applicable,  of a West  Merging  Entity  may  vote.  Other  than the West  Stock
Options,  except  as set  forth in the West  Disclosure  Schedule,  there are no
outstanding contractual obligations, commitments, understandings or arrangements
of West or any West  Subsidiary to  repurchase,  redeem or otherwise  acquire or
make any payment in respect of or measured or  determined  based on the value or
market  price of any  shares of  capital  stock of West or any West  Subsidiary.
Except as set forth in the West Disclosure Schedule,  there are no agreements or
arrangements  pursuant to which West is or could be required to register  shares
of West Common Stock or other  securities  under the Securities Act on behalf of
any person.

         (c)  All of  the  outstanding  shares  of  capital  stock  of the  West
Subsidiaries have been validly issued and are fully paid and nonassessable,  and
are owned, except as set forth in the West Disclosure Schedule, by West free and
clear of all Liens.  Except for shares of the West  Subsidiaries or as set forth
in the West Disclosure Schedule, West does not own, directly or indirectly,  any
capital stock or other equity or ownership  interest in any entities.  West owns
good and marketable title to the stock of each of the West Subsidiaries owned by
it and each West Subsidiary owns good and marketable  title to the securities of
each  other  West  Subsidiary  owned by it,  in each  case free and clear of all
Liens.

         (d) Except as set forth in the West Disclosure  Schedule,  there are no
outstanding    subscriptions,    options,   calls,    contracts,    commitments,
understandings,  restrictions,  arrangements,  rights or warrants, including any
right of conversion or exchange under any  outstanding  security,  


                                       20
<PAGE>

instrument or other agreement obligating West or the West Subsidiaries to issue,
deliver or sell, or cause to be issued,  delivered or sold, additional shares of
the West  Subsidiaries  or obligating  West or the West  Subsidiaries  to grant,
extend  or enter  into any such  agreement  or  commitment.  There are no voting
trusts,  proxies or other agreements or understandings to which West or the West
Subsidiaries  is a party or is bound with respect to the voting of any shares of
the West Subsidiaries.

         Section 4.3      AUTHORITY; NON-CONTRAVENTION; APPROVALS.

         (a) West has full power,  trust or  otherwise,  and  authority to enter
into this  Agreement  and,  subject to the West  Shareholders  Approval and West
Required  Statutory  Approvals,  to  consummate  the  transactions  contemplated
hereby.   The  execution  and  delivery  of  this  Agreement  by  West  and  the
consummation  by the West  Merging  Entities  of the  transactions  contemplated
hereby have been duly authorized by the West Board and the Board of Directors of
West Management Company and no other proceedings on the part of the West Merging
Entities are necessary to authorize the execution and delivery of this Agreement
by West and the  consummation by the West Merging  Entities of the  transactions
contemplated hereby,  except for the obtaining of the West Shareholders Approval
and the West  Required  Statutory  Approvals.  This  Agreement has been duly and
validly  executed and delivered by West,  and,  assuming the due  authorization,
execution and delivery hereof by East, constitutes a valid and binding agreement
of West enforceable  against West in accordance with its terms, except that such
enforcement  may be  subject  to  (i)  bankruptcy,  insolvency,  reorganization,
moratorium  or other  similar  laws  affecting  or  relating to  enforcement  of
creditors' rights generally or (ii) general equitable principles.

         (b) The  execution  and delivery of this  Agreement by West do not, and
the consummation by the West Merging  Entities of the transactions  contemplated
hereby will not,  violate,  conflict with or result in a breach of any provision
of, or constitute a default (or an event which,  with notice or lapse of time or
both,  would  constitute a default)  under,  or result in the termination of, or
result in the acceleration of any obligations under or the performance  required
by, or result in a right of termination or acceleration  under, or result in the
creation of any Lien upon any of the  properties  or assets of West under any of
the terms,  conditions  or  provisions  of, (i)  subject to  obtaining  the West
Shareholders  Approval,  the West  Organizational  Documents,  (ii)  subject  to
obtaining the West Required Statutory Approvals and West Shareholders  Approval,
any  statute,  law,  ordinance,  rule,  regulation,   judgment,  decree,  order,
injunction,  writ,  permit or  license  of any court or  governmental  authority
applicable to West or any West Subsidiary or any of their respective  properties
or (iii)  subject  to  obtaining  any  consent  or waiver  set forth in the West
Disclosure Schedule (the"West Required Consents"), any loan or credit agreement,
note, bond, mortgage,  indenture,  deed of trust,  license,  franchise,  permit,
concession, contract, lease or other instrument,  obligation or agreement of any
kind to which West or any West Subsidiary is now a party or by which West or any
West  Subsidiary  may be bound,  excluding  from the foregoing  clauses (ii) and
(iii)   such   violations,    conflicts,   breaches,   defaults,   terminations,
accelerations, put rights, or creations of Liens that would not, alone or in the
aggregate,  be  reasonably  expected  to have a material  adverse  effect on the
business,  


                                       21
<PAGE>

operations,  properties,  assets,  condition  (financial  or other),  results of
operations or prospects of West and the West Subsidiaries,  taken as a whole, or
prevent,  hinder or materially delay the ability of the West Merging Entities to
consummate the transactions contemplated by this Agreement.

         (c)  Except  for (i) any  filings  by the  parties  hereto  that may be
required by the HSR Act, (ii) the filing of the Articles of Merger with, and the
acceptance  thereof for recording by, the  appropriate  state  authorities,  and
(iii) any required  filings with or approvals from  applicable  federal or state
environmental  authorities (the filings and approvals referred to in clauses (i)
through  (iii) are  collectively  referred  to as the "West  Required  Statutory
Approvals"),  no  declaration,  filing or  registration  with,  or notice to, or
authorization,  consent or approval of, any  governmental  or regulatory body or
authority is necessary for the execution and delivery of this  Agreement by West
or  the   consummation  by  the  West  Merging   Entities  of  the  transactions
contemplated  hereby,  other  than such  declarations,  filings,  registrations,
notices,  authorizations,  consents or approvals which, if not made or obtained,
as the case may be, would not, alone or in the aggregate, be reasonably expected
to have a  material  adverse  effect on the  business,  operations,  properties,
assets,  condition  (financial or other),  results of operations or prospects of
West  and the  West  Subsidiaries,  taken  as a whole,  or  prevent,  hinder  or
materially  delay the ability of the West  Merging  Entities to  consummate  the
transactions contemplated by this Agreement.

         Section 4.4  DISCLOSURE  AND  FINANCIAL  STATEMENTS.  The  consolidated
financial  statements of West for the period from April 27, 1995 to December 31,
1995 and the two years ended December 31, 1997 and for the six months ended June
30, 1998 (the "West Financial Statements") have been prepared in accordance with
generally  accepted  accounting  principles applied on a consistent basis during
the periods  involved  (except as may be  indicated  in the notes  thereto)  and
fairly present the consolidated  financial position of West and its consolidated
subsidiaries  as of the dates  thereof  and the  consolidated  results  of their
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited quarterly statements, to normal year- end audit adjustments).

         Section 4.5 ABSENCE OF CERTAIN  CHANGES OR EVENTS.  Since  December 31,
1997  through the date  hereof,  and except as set forth in the West  Disclosure
Schedule,  there has not been (a) any material adverse change or any event which
would   reasonably  be  expected  to  result  in  a  material   adverse  change,
individually  or in the  aggregate,  in the  business,  operations,  properties,
assets,  liabilities,  condition (financial or other),  results of operations or
prospects  of West  and the  West  Subsidiaries,  taken  as a  whole,  provided,
however,  that a material  adverse  change  shall not include  any (i)  changes,
effects,  conditions,  events  or  circumstances  that  affect  the real  estate
industry  generally  (including  tax, legal and  regulatory  changes) and do not
affect West and the West  Subsidiaries,  taken as a whole,  in a materially more
adverse manner than the real estate  industry  generally or (ii) changes arising
from the consummation of the Merger or the announcement of the execution of this
Agreement;  or (b) any event which, if it had taken place after the date hereof,
would not have been permitted by Section 5.2 without the prior consent of East.

                                       22
<PAGE>

         Section 4.6 REGISTRATION  STATEMENT AND PROXY STATEMENT AND PROSPECTUS.
None of the  information  supplied or to be supplied  by West for  inclusion  or
incorporation  by reference in (a) the  Registration  Statement or (b) the Proxy
Statement and Prospectus will, in the case of the Proxy Statement and Prospectus
or any amendments thereof or supplements  thereto, at the time of the mailing of
the Proxy  Statement and Prospectus  and any  amendments  thereof or supplements
thereto, and at the time of the meetings of the shareholders of East and West to
be held in connection with the  transactions  contemplated by this Agreement or,
in the case of the Registration  Statement,  as amended or supplemented,  at the
time it becomes  effective and at the time of such meetings,  contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made, not  misleading,  except that no
representation is made by West with respect to information  supplied by East for
inclusion or incorporation  therein.  The Proxy Statement (insofar as it relates
to the  solicitation  of proxies by West) will comply as to form in all material
respects with all applicable  laws,  including the applicable  provisions of the
Securities  Act and the Exchange Act and the rules and  regulations  promulgated
thereunder.

         Section 4.7      TAXES. Except as set forth in the West Disclosure 
Schedule:

         (a) Each of West and the West  Subsidiaries  has timely filed, or shall
timely  file,  with the  appropriate  governmental  authorities  all Tax Returns
required to be filed by it (either  separately or as a member of any  affiliated
group  within  the  meaning  of Section  1504 of the Code or any  similar  group
defined  under a similar  provision  of  state,  local or  foreign  law (a "West
Affiliated Group")) for all periods ending on or prior to the Closing, except to
the extent of any Tax Returns for which an extension of time for filing has been
properly  filed.  Each such  return and filing is  complete  and  correct in all
material  respects.  All Taxes shown on a Tax Return as owed by West or the West
Subsidiaries  have  been  paid.  No  material  issues  have  been  raised in any
examination  by  any  taxing  authority  with  respect  to  the  businesses  and
operations  of West or the  West  Subsidiaries  which  (i)  reasonably  could be
expected  to result in an  adjustment  to the  liability  for Taxes such  period
examined,  or (ii) by application  of similar  principles,  reasonably  could be
expected to result in an  adjustment  to the  liability for Taxes for any period
not so examined.  All Taxes which West or any West Subsidiary is required by law
to withhold  or  collect,  including  Taxes  required  to have been  withheld in
connection  with amount paid or owing to any employee,  independent  contractor,
creditor,  stockholder,  or other third party and sales,  gross receipts and use
taxes,  have been duly withheld or collected and, to the extent  required,  have
been paid over to the proper  governmental  authorities  or are held in separate
bank accounts for such purpose.  There are no Liens for Taxes upon the Assets of
West or the West Subsidiaries except for statutory Liens for Taxes not yet due.

         (b) None of West, the West  Subsidiaries or the West  Affiliated  Group
has filed for an extension of a statute of  limitations  with respect to any Tax
and no  governmental  authorities  have requested an extension of the statute of
limitations  with  respect  to any  Tax.  The Tax  Returns  of  West,  the  West
Subsidiaries  and the West  Affiliated  Group  are not  being  and have not been
examined or audited by any taxing  authority for any past year or periods.  None
of 


                                       23
<PAGE>

West,  the  West  Subsidiaries  or the West  Affiliated  Group is a party to any
pending action or any formal or informal  proceeding by any taxing authority for
a  deficiency,  assessment  or  collection  of  Taxes,  and  no  claim  for  any
deficiency,  assessment  or collection  of Taxes has been  asserted,  or, to the
knowledge  of West,  threatened  against  it,  including  claims  by any  taxing
authority in a jurisdiction where West and the West Subsidiaries do not file tax
returns that any of them is or may be subject to taxation in that jurisdiction.

         (c) Each of West and the West  Subsidiaries has properly accrued on its
respective  financial  statements  all  Taxes  due for  which  West or the  West
Subsidiaries may be liable,  whether or not shown on any Tax Return as being due
(including  by  reason  of being a  member  of a West  Affiliated  Group or as a
transferee  of  the  assets  of,  or  successor  to,  any  corporation,  person,
association,  partnership,  joint  venture or other  entity).  West and the West
Subsidiaries  have  established  (and until the Closing  Date shall  continue to
establish and maintain) on its books and records  reserves that are adequate for
the payment of all Taxes not yet due and payable.

         (d)  Neither  West nor the West  Subsidiaries  (i) has  filed a consent
under Section 341(f) of the Code concerning collapsible corporations, or (ii) is
a party to any Tax allocation or sharing agreement.

         (e) The West Affiliated  Group of which West and any West Subsidiary is
or was a member has duly and timely  filed all Tax Returns  that it was required
to file for each taxable  period during which West and any such West  Subsidiary
was a member of the group. All such Tax Returns were complete and correct in all
material  respects and all Taxes owed by the West Affiliated  Group,  whether or
not shown on any Tax Return, have been paid for each taxable period during which
West and any West Subsidiary was a member of the group.

         (f) Except as set forth in the West Disclosure Schedule,  West does not
have any  liability  for the Taxes of any  person  other  than West and the West
Subsidiaries  and the West  Subsidiaries do not have any liability for the Taxes
of any  person  other  than West and the West  Subsidiaries  (A) under  Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local or foreign
law), (B) as a transferee or successor, (C) by contract, or (D) otherwise.

         (g) Neither West nor the West  Subsidiaries  has made any payments,  is
obligated  to make  any  payments,  or is a party  to an  agreement  that  could
obligate it to make any payments that will not be deductible  under Section 280G
of the  Code.  West  and the West  Subsidiaries  have  disclosed  to the IRS all
positions  taken on its federal  income tax  returns  which could give rise to a
substantial understatement of tax under Section 6662 of the Code.

         (h) For all  taxable  years  commencing  with the  taxable  year  ended
December  31, 1995 through the taxable  year ended  December 31, 1997,  West has
been  organized  in  conformity  with the  qualifications  as a REIT (within the
meaning of the Code) and has satisfied all requirements to qualify as a REIT for
such years.  West has  operated,  and intends to continue to operate,  in such a
manner as to qualify as a REIT for the tax period  ending on the  Closing  Date,
and has 


                                       24
<PAGE>

not taken or omitted to take any action  which would  reasonably  be expected to
result in a challenge to its status as a REIT,  and no such challenge is pending
or, to West's knowledge, threatened. Each West Subsidiary that is a partnership,
joint venture or limited liability company has been treated during and since its
formation and  continues to be treated for federal  income tax purposes as (i) a
partnership,  (ii) a qualified REIT subsidiary under the Code or (iii) an entity
that may be  disregarded  as an entity  separate  from its owner under  Treasury
Regulation  [Section]  301.7701-3.  Each  West  Subsidiary  that is  both  (i) a
corporation  for federal  income tax purposes and (ii) with respect to which all
of the  outstanding  capital  stock is owned solely by West (or solely by a West
Subsidiary  that is a  corporation  wholly owned by West) is a  "qualified  REIT
subsidiary" as defined in Section 856(i) of the Code.

         Section 4.8 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Neither West nor any
West  Subsidiary  had, at December 31, 1997, and neither has incurred since that
date, any liabilities or obligations (whether absolute,  accrued,  contingent or
otherwise) of any nature (other than ordinary and recurring  operating  expenses
consistent  with  past  practices),  except  (a)  liabilities,   obligations  or
contingencies  which are  accrued  or  reserved  against  in the West  Financial
Statements or reflected in the notes thereto, (b) as incurred in connection with
the  transactions  contemplated by this Agreement,  and (c) for any liabilities,
obligations or contingencies  which (i) would not be, alone or in the aggregate,
reasonably  expected  to  have  a  material  adverse  effect  on  the  business,
operations,  properties,  assets,  condition  (financial  or other),  results of
operations or prospects of West and the West  Subsidiaries,  taken as a whole or
prevent,  hinder or  materially  delay the  ability  of West to  consummate  the
transactions  contemplated  by this  Agreement,  or (ii) have been discharged or
paid in full prior to the date hereof.

         Section 4.9  LITIGATION.  Except as  disclosed  in the West  Disclosure
Schedule,  there are no claims,  suits,  actions or  proceedings  pending or, to
West's knowledge, threatened, against, relating to or affecting West or any West
Subsidiary  or any of their  respective  properties  or assets  before or by any
court,   governmental  department,   commission,   agency,   instrumentality  or
authority, or any arbitrator that would reasonably be expected to have, alone or
in the  aggregate  with all such  claims,  actions  or  proceedings,  a material
adverse  effect  on the  business,  operations,  properties,  assets,  condition
(financial  or other)  results of  operations  or  prospects of West or the West
Subsidiaries,  taken as a whole, or to prevent,  hinder or materially  delay the
ability of West to consummate the  transactions  contemplated by this Agreement.
Neither  West  nor any West  Subsidiary  is  subject  to any  judgment,  decree,
injunction,  rule or order of any court,  governmental  department,  commission,
agency,  instrumentality  or authority,  or any  arbitrator  which  prohibits or
restricts the consummation of the transactions contemplated hereby or would have
a material  adverse  effect on the  business,  operations,  properties,  assets,
condition  (financial or other),  results of operations or prospects of West and
the West Subsidiaries,  taken as a whole or prevent,  hinder or materially delay
the  ability  of  West  to  consummate  the  transactions  contemplated  by this
Agreement.

         Section 4.10 NO VIOLATION OF LAW.  Neither West nor any West Subsidiary
is in violation  of or has been given notice or been charged with any  violation
of any law, statute,  order, rule, regulation,  ordinance or judgment (including
any applicable  environmental  law, 


                                       25
<PAGE>

ordinance or regulation) of any  governmental  or regulatory  body or authority,
except for violations which, alone or in the aggregate,  would not reasonably be
expected  to  have  a  material  adverse  effect  on the  business,  operations,
properties,  assets,  condition  (financial or other),  results of operations or
prospects of West and the West Subsidiaries, taken as a whole or prevent, hinder
or  materially  delay  the  ability  of  West  to  consummate  the  transactions
contemplated by this Agreement.  No  investigation or review of West or any West
Subsidiary by any governmental or regulatory body or authority is pending or, to
the knowledge of West,  threatened,  nor has any governmental or regulatory body
or authority  indicated to West or any West  Subsidiary  an intention to conduct
the same,  other  than,  in each case,  those the  outcome  of which,  as far as
reasonably can be foreseen, would not, alone or in the aggregate,  reasonably be
expected  to  have  a  material  adverse  effect  on the  business,  operations,
properties,  assets,  condition  (financial or other),  results of operations or
prospects of West and the West Subsidiaries, taken as a whole or prevent, hinder
or  materially  delay  the  ability  of  West  to  consummate  the  transactions
contemplated by this Agreement.  Each of West and the West Subsidiaries have all
permits,  licenses,   franchises,   variances,   exemptions,  orders  and  other
governmental  authorizations,  consents and  approvals  necessary to conduct its
business as presently  conducted and as proposed by West or any West  Subsidiary
to  be  conducted,   except  for  permits,  licenses,   franchises,   variances,
exemptions, orders, authorizations, consents and approvals the absence of which,
alone or in the  aggregate,  would not reasonably be expected to have a material
adverse  effect  on the  business,  operations,  properties,  assets,  condition
(financial  or other),  results of  operations or prospects of West and the West
Subsidiaries,  taken as a whole or  prevent,  hinder  or  materially  delay  the
ability of West to consummate the transactions contemplated by this Agreement.

         Section  4.11  WEST  PROPERTIES.   Except  as  disclosed  in  the  West
Disclosure  Schedule,  each of West and the West  Subsidiaries  (i) has good and
marketable  title to all the  properties  and  assets  reflected  in the  latest
audited  balance sheet included in the West Financial  Statements as being owned
by West or one of the West  Subsidiaries  or  acquired  after  the date  thereof
("West  Properties")  which are, alone or in the  aggregate,  material to West's
business on a consolidated  basis (except  properties sold or otherwise disposed
of since the date thereof in the ordinary course of business), free and clear of
(A) all Liens except (1) statutory  Liens securing  payments not yet due and (2)
such  imperfections or  irregularities  of title or other Liens (other than real
property mortgages or deeds of trust) as do not materially affect the use of the
properties or assets subject thereto or affected thereby or otherwise materially
impair the business operations  presently conducted at such properties,  and (B)
all real property  mortgages  and deeds of trust,  and (ii) is the lessee of all
leasehold estates  reflected in the latest audited West Financial  Statements or
acquired after the date thereof which are,  alone or in the aggregate,  material
to its business on a  consolidated  basis and is in possession of the properties
purported to be leased thereunder,  and each such lease is valid without default
thereunder by the lessee or, to West's knowledge, the lessor.

         Section 4.12 LABOR MATTERS.  Neither West nor any West  Subsidiary is a
party to, or bound by, any collective  bargaining  agreement,  contract or other
agreement or understanding with a labor union or labor organization, nor is West
or any West  Subsidiary the subject of any  


                                       26
<PAGE>

proceeding  asserting  that it or any  subsidiary  has committed an unfair labor
practice or seeking to compel it to bargain  with any labor  organization  as to
wages or  conditions  of  employment  nor is there any strike,  work stoppage or
other labor dispute involving West or any West Subsidiary pending, or, to West's
knowledge, threatened, any of which would, alone or in the aggregate, reasonably
be  expected  to have a material  adverse  effect on the  business,  operations,
properties,  assets,  condition  (financial or other),  results of operations or
prospects of West and the West Subsidiaries, taken as a whole or prevent, hinder
or  materially  delay  the  ability  of  West  to  consummate  the  transactions
contemplated by this Agreement.

         Section  4.13  EMPLOYEE  BENEFIT  PLANS.  Each  employee  benefit  plan
maintained by West or any West  Subsidiary  that provides  retirement,  pension,
health care, long-term disability income,  workers compensation,  life insurance
and any other  postretirement  benefits that, as of the date hereof,  covers any
director,  trustee,  officer  or  employee  of  West  or the  West  Subsidiaries
(collectively,  "West Benefit Plans") complies and has been administered in form
and in operation in all material  respects with all applicable  requirements  of
law and no notice has been issued by any governmental  authority  questioning or
challenging such compliance. Neither the execution or delivery of this Agreement
nor the consummation of the transactions contemplated hereby constitutes or will
constitute  an event under any West  Benefit Plan that may result in any payment
by West or any West Subsidiary, any restriction or limitation upon the assets of
any West  Benefit  Plan,  any  acceleration  of payment or vesting,  increase in
benefits or compensation, or forgiveness of any loan or other commitment to West
or any West Subsidiary.

         Section 4.14 INTELLECTUAL PROPERTY. West and the West Subsidiaries own,
free of Liens, or have a valid license to use, all of the Intellectual  Property
used in the conduct of the businesses of West and the West Subsidiaries. None of
such Intellectual  Property has been or is the subject of any pending, or to the
knowledge of West, threatened adverse claim, litigation or claim of infringement
based  on the use  thereof  by West or any  West  Subsidiary  or a third  party.
Neither West nor any West Subsidiary has received any notice  contesting  West's
or the West Subsidiaries' right to use any of such Intellectual  Property,  and,
to the  knowledge of West,  neither West nor any West  Subsidiary  has infringed
upon or misappropriated any intellectual  property rights of third parties.  The
consummation  of the  Merger  will  not  result  in the loss by West or any West
Subsidiaries of any of its or their rights in such Intellectual Property.

         Section 4.15 WEST MATERIAL  CONTRACTS.  Except as disclosed in the West
Disclosure Schedule, neither West nor any West Subsidiary is a party to or bound
by (a) any "material  contract"  (as such term is defined in Item  601(b)(10) of
Regulation  S-K of the SEC), or (b) any  non-competition  agreement or any other
agreement  or  obligation  that  purports  to limit in any respect the manner in
which,  or the  localities  in  which,  all or any  substantial  portion  of the
business of West or the West Subsidiaries would be conducted.

         Section  4.16  ENVIRONMENTAL  MATTERS.  Except as set forth in the West
Disclosure Schedule, West has no knowledge of (a) any violation of Environmental
Laws relating to any property of West or any West Subsidiary, (b) the release or
potential  release of  Hazardous  Materials  on or from any such  property,  (c)
underground storage tanks located on any property,  


                                       27
<PAGE>

or  (d)  asbestos  in or on any  such  property  which  would,  alone  or in the
aggregate,  reasonably  be  expected  to have a material  adverse  effect on the
business,  operations,  properties,  assets, condition (financial or otherwise),
results of operations or prospects of East and the East Subsidiaries, taken as a
whole, or prevent,  hinder or materially delay the ability of East to consummate
the  transactions  contemplated by this  Agreement.  Except as set forth in West
Disclosure  Schedule,  neither  West  nor any  West  Subsidiary,  nor to  West's
knowledge, any tenant of such property, has manufactured,  introduced,  released
or  discharged  from or onto any such  property any  Hazardous  Materials or any
toxic wastes,  substances or materials  (including asbestos) in violation of any
Environmental  Laws,  and neither  West nor any West  Subsidiary,  nor to West's
knowledge,  any tenant of such property,  has used any such property or any part
thereof  for the  generation,  treatment,  storage,  handling or disposal of any
Hazardous  Materials,  in violation of any Environmental Laws which would, alone
or in the aggregate, reasonably be expected to have a material adverse effect on
the  business,   operations,   properties,   assets,   condition  (financial  or
otherwise),   results  of   operations   or  prospects  of  West  and  the  West
Subsidiaries,  taken as a whole,  or  prevent,  hinder or  materially  delay the
ability of West to consummate the transactions contemplated by this Agreement.

         Section  4.17  INSURANCE.   West  or  the  West  Subsidiaries  maintain
insurance  coverage  for West and the West  Subsidiaries  and  their  respective
properties and assets of the types and in amounts  typical of similar  companies
engaged in the respective businesses in which West and the West Subsidiaries are
engaged.  All such insurance policies (a) are in full force and effect, and with
respect to all policies  neither West nor any West  Subsidiary  is delinquent in
the  payment  of  any  premiums  thereon,  and  no  notice  of  cancellation  or
termination  has been  received  with  respect to any such  policy,  and (b) are
sufficient for compliance with all  requirements of law and of all agreements to
which  West or the West  Subsidiaries  are a party or  otherwise  bound  and are
valid,  outstanding,  collectable,  and enforceable  policies and will remain in
full force and effect  through the Closing Date,  except,  in the case of either
clause (a) or (b), in such manner as would not,  alone or in the  aggregate,  be
reasonably  expected  to  have  a  material  adverse  effect  on  the  business,
operations  properties,  assets,  condition  (financial  or  other),  results of
operations  or  prospects  of West  and West  Subsidiaries,  taken as a whole or
prevent,  hinder or materially delay the ability of the West Merging Entities to
consummate the transactions contemplated by this Agreement. Neither West nor any
West  Subsidiary has received  written notice within the last 12 months from any
insurance  company or board of fire  underwriters of any defects or inadequacies
that  would  materially  adversely  affect  the  insurability  of,  or cause any
material  increase in the premiums for  insurance  covering,  either West or any
West  Subsidiary or any of their  respective  properties or assets that have not
been cured or repaired to the satisfaction of the party issuing the notice.

         Section  4.18  BROKERS AND  FINDERS.  West has not employed any broker,
finder,  other  intermediary,  or  financial  advisor  in  connection  with  the
transactions  contemplated  by this  Agreement  that  would be  entitled  to any
brokerage,  finder's or similar fee or commission, or financial advisory fee, in
connection with this Agreement or the transactions  contemplated  hereby,  other
than Goldman, Sachs & Co., whose fees and expenses will be paid by West.

                                       28
<PAGE>

         Section 4.19  INVESTMENT  COMPANY ACT. None of West nor any of the West
Subsidiaries  is an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended,  nor an "investment adviser" within the meaning
of the Investment Advisers Act of 1940, as amended.

         Section 4.20 HSR ACT. For purposes of determining  compliance  with the
HSR Act, West confirms that, except for the business of West Management Company,
the conduct of its businesses consists solely of investing in, owning, operating
and developing real estate for the benefit of its shareholders.

         Section  4.21  STATE  ANTITAKEOVER  LAWS NOT  APPLICABLE.  By virtue of
provisions in West's  Declaration  of Trust,  Bylaws or  resolutions of the West
Board  validly  adopted  under Section  3-603(e)(1)  or Section  3-702(b) of the
Corporations  and  Associations  Article  of  the  Annotated  Code  of  Maryland
("MGCL"), neither Section 3-602 of the MGCL nor Subtitle 7 of the MGCL (Sections
3-701 through 3-709 of the MGCL) applies to this  Agreement or the Merger or the
other transactions  contemplated hereby. Other than Section 3-602 and Subtitle 7
of the MGCL, no state takeover  statute or similar  statute or regulation of the
State of  Maryland  (and,  to the  knowledge  of  West,  of any  other  state or
jurisdiction)  applies or purports to apply to this  Agreement  or the Merger or
other transactions contemplated hereby.

         Section 4.22 REQUIRED WEST VOTE. The West Shareholders Approval,  being
the  affirmative  vote of  outstanding  shares  of West  Voting  Stock  that are
entitled  to cast a majority  of the votes on the  matter of the  holders of any
class or series of the  securities  of the West  Merging  Entities  necessary to
approve  this  Agreement,  the  East/West  Merger  and  the  other  transactions
contemplated hereby.

         Section 4.23 BOARD  RECOMMENDATION.  The West Board,  at a meeting duly
called  and  held,  has by a  unanimous  vote of  those  trustees  present  (who
constituted  100% of the trustees then in office),  (i)  determined and declared
that this  Agreement and the  transactions  contemplated  hereby,  including the
East/West  Merger,  are advisable and fair to and in the best  interests of West
and the  shareholders of West and (ii) resolved to recommend that the holders of
West Voting  Stock  approve this  Agreement  and the  transactions  contemplated
herein, including the East/West Merger.

         Section 4.24 OPINION OF FINANCIAL  ADVISOR.  A special committee of the
West Board has received the opinion of Goldman,  Sachs & Co.,  dated the date of
this  Agreement,  to the effect that the Merger  Consideration  in the East/West
Merger is fair,  from a financial  point of view,  to the holders of West Common
Stock other than the Shareholder.

         Section 4.25 DISCLOSURE.  No  representation  or warranty  contained in
this  Article  IV,  as  qualified  by the West  Disclosure  Schedule,  or in any
Schedule  or  Exhibit  hereto  or any  closing  certificate  furnished  or to be
furnished by West to East pursuant to this  Agreement or in connection  with the
Merger contains any untrue statement of a material fact, or, to the 


                                       29
<PAGE>

knowledge  of  West,  omits  to  state a  material  fact  necessary  to make the
statements  contained  herein or therein,  in light of the  circumstances  under
which they were made, not misleading.

         Section 4.26  DEFINITION OF WEST'S  KNOWLEDGE.  All  references in this
Agreement to "West's  knowledge" or words of similar  import shall refer only to
the actual knowledge of those persons identified in the West Disclosure Schedule
and shall not be construed to refer to the knowledge of any other officer, agent
or  employee  of West or any  affiliate  thereof.  There  shall  be no  personal
liability on the part of any of the persons  identified  in the West  Disclosure
Schedule arising out of any  representations or warranties made herein.  Without
limiting the foregoing, in no event shall the knowledge of Shareholder or any of
its agents, officers or employees be attributed to West.


                                   ARTICLE V.

                    CONDUCT OF BUSINESSES PENDING THE CLOSING

         Section  5.1  CONDUCT  OF  BUSINESS  BY  EAST.  From  the  date of this
Agreement to the Effective  Time (except as otherwise  specifically  required by
the terms of this Agreement),  East shall, and shall cause the East Subsidiaries
to,  act and carry on their  respective  businesses  in the usual,  regular  and
ordinary  course of business  consistent  with past  practice and, to the extent
consistent therewith, use their reasonable best efforts to preserve intact their
current  business  organizations,  keep  available the services of their current
officers  and  employees  and  preserve  their   relationships  with  customers,
suppliers,  lessors,  lessees, and others having business dealings with them, to
the end that their goodwill and ongoing  businesses shall not be impaired in any
material  respect at the Effective Time.  Without limiting the generality of the
foregoing,  from the date of this  Agreement to the Effective  Time,  East shall
not,  and shall not permit any of the East  Subsidiaries  to,  without the prior
consent of the West:

         (a) (i) except as  contemplated  by Section 5.3, or as disclosed in the
East Disclosure  Schedule with respect to dividends by East Management  Company,
declare,  set aside or pay any dividends on, or make any other  distributions in
respect of, any of its capital stock,  other than dividends and distributions by
a direct  or  indirect  wholly  owned  East  Subsidiary  to its  parent  and the
declaration  and payment by East of regular  quarterly  cash  dividends  on East
Common Stock in an amount not in excess of $.44 per share and regular  quarterly
cash  dividends on East Class B Common Stock in an amount not exceeding $.54 per
share,  and the payment by East Operating  Partnership of (A) regular  quarterly
distributions  on its units of  partnership  interest in an amount not exceeding
$.44 per unit to holders  of  limited  partnership  interest  other than  8.125%
Series A Cumulative  Redeemable  Preferred Units of East Operating  Partnership,
(B) regular quarterly distributions to the holders of 8.125% Series A Cumulative
Redeemable  Preferred  Units of East Operating  Partnership  in accordance  with
their terms and (C)  quarterly  distributions  to East, as general  partner,  in
accordance  with the terms of the East  Organizational  Documents,  in each case
with usual  record and payment  dates for such  dividends  or  distributions  in
accordance  with  East's  past  dividend  practices,   (ii)  split,  combine  or
reclassify any of its


                                       30
<PAGE>

capital  stock or issue or  authorize  the issuance of any other  securities  in
respect of, in lieu of or in  substitution  for shares of its capital stock,  or
(iii) purchase,  redeem or otherwise acquire any shares of capital stock of East
or any East Subsidiary or any other securities  thereof or any rights,  warrants
or options to acquire  any such shares or other  securities,  in each case other
than in  accordance  with East's  Long-Term  Omnibus Plan or as set forth in the
East Disclosure Schedule;

         (b) authorize for issuance,  issue, deliver,  sell, pledge or otherwise
encumber  any  shares  of its  capital  stock or the  capital  stock of any East
Subsidiary,  any other voting securities or any securities  convertible into, or
any rights,  warrants or options to acquire, any such shares,  voting securities
or  convertible  securities  or  any  other  securities  or  equity  equivalents
(including  without  limitation  stock  appreciation   rights),  or  contractual
obligation  valued or measured by the value or market price of East Common Stock
(other  than (y) the  issuance of East  Common  Stock upon the  exercise of East
Stock Options  outstanding on the date of this Agreement and in accordance  with
their present terms or pursuant to East's 401(k)  Savings Plan and in accordance
with its terms or (z) with  respect to  anticipated  issuances  set forth in the
East  Disclosure  Schedule,  such  issuances  being  referred to herein as "East
Permitted Changes");

         (c) amend its articles or certificate of incorporation, bylaws or other
comparable charter or organizational  documents,  except as contemplated by this
Agreement or as required to allow for the consummation of the Merger;

         (d) acquire or agree to acquire by merging or consolidating with, or by
purchasing  a  substantial  portion  of the stock or assets  of, or by any other
manner,   any  business  or  any   corporation,   partnership,   joint  venture,
association,  or other  business  organization  or division  thereof  except for
acquisitions  involving  single  asset  entities  where  such  acquisitions  are
permitted by Section 5.1(g);

         (e) sell, lease,  mortgage or otherwise encumber or subject to any Lien
or otherwise dispose of any of its properties or assets that are material, alone
or in the aggregate, to East and the East Subsidiaries, taken as a whole, except
sales, leases, mortgages, or other encumbrances or Liens of properties or assets
in the ordinary course of business consistent with past practice;

         (f)  except  in  connection  with  financing  for the  acquisition  and
development  of  properties  as  permitted  in  Section  5.1(g),  (i)  incur any
indebtedness  for borrowed money or guarantee any such  indebtedness  of another
person, issue or sell any debt securities or warrants or other rights to acquire
any  debt  securities  of  East  or any  East  Subsidiary,  guarantee  any  debt
securities of another  person,  enter into any "keep well" or other agreement to
maintain any financial  statement  condition of another person or enter into any
arrangement  having  the  economic  effect of any of the  foregoing,  except for
short-term  borrowings  incurred in the ordinary  course of business  consistent
with past practice,  or (ii) make any loans,  advances or capital  contributions
to, or  investments  in, any other  person,  other than to East or any direct or
indirect wholly owned East Subsidiary;

                                       31
<PAGE>

         (g) acquire or agree to acquire any assets that are material,  alone or
in the aggregate,  to East and the East Subsidiaries,  taken as a whole, or make
or agree to make any capital  expenditures except in either case in the ordinary
course of  business  consistent  with past  practice or in  connection  with the
acquisition  or  development  of properties  referred to in the East  Disclosure
Schedule;   pay,   discharge  or  satisfy  any  claims   (including   claims  of
shareholders),  liabilities  or  obligations  (absolute,  accrued,  asserted  or
unasserted,  contingent  or  otherwise),  except for the  payment,  discharge or
satisfaction,  of (i)  liabilities  or  obligations  in the  ordinary  course of
business  consistent  with past practice or in accordance with their terms as in
effect on the date hereof,  and (ii)  liabilities  reflected or reserved against
in,  or  contemplated  by,  the  most  recent  consolidated   audited  financial
statements (or the notes thereof) of East included in the East SEC Documents, or
waive,  release,  grant,  or transfer any rights of material  value or modify or
change in any material respect any existing  license,  lease,  contract or other
document,  other than in the ordinary  course of business  consistent  with past
practice;

         (h) adopt or amend in any material  respect  (except as may be required
by  law or as  contemplated  by  this  Agreement)  any  bonus,  profit  sharing,
compensation,   stock  option,  pension,   retirement,   deferred  compensation,
employment or other  employee  benefit  plan,  agreement,  trust,  fund or other
arrangement  for the  benefit  or welfare of any  employee,  director  or former
director  or  employee;  increase  the  compensation  or fringe  benefits of any
director,  employee or former  director or employee,  other than  increases  for
current  employees  in the  ordinary  course of  business  consistent  with past
practice;  pay any benefit not required by any  existing  plan,  arrangement  or
agreement,  grant any new or modified  severance or  termination  arrangement or
increase or accelerate  any benefits  payable under any severance or termination
pay  policies  in effect on the date  hereof,  other than any such  increase  or
acceleration  provided for under the East Benefit Plans as in effect on the date
of this Agreement;

         (i) change any material  accounting  principle  used by it,  except for
such  changes as may be required to be  implemented  following  the date of this
Agreement  pursuant to generally  accepted  accounting  principles  or rules and
regulations of the SEC promulgated following the date hereof;

         (j) take any action that would,  or is reasonably  likely to, result in
any of its  representations and warranties in this Agreement becoming untrue, or
in any of the  conditions  to the  Merger  set  forth in  Article  VII not being
satisfied;

         (k) except in the ordinary  course of business and consistent with past
practice,  make any tax election or settle or  compromise  any  federal,  state,
local or foreign income tax liability; or

         (l)  authorize any of, or commit or agree to take any of, the foregoing
actions.

         Section  5.2  CONDUCT  OF  BUSINESS  BY  WEST.  From  the  date of this
Agreement to the Effective  Time (except as otherwise  specifically  required by
the terms of this Agreement),  West shall, and shall cause the West Subsidiaries
to,  act and carry on their  respective  businesses  in 


                                       32
<PAGE>

the usual, regular and ordinary course of business consistent with past practice
and, to the extent  consistent  therewith,  use their reasonable best efforts to
preserve  intact  their  current  business  organizations,  keep  available  the
services  of  their  current   officers  and   employees   and  preserve   their
relationships with customers,  suppliers,  lessors,  lessees,  and others having
business  dealings  with  them,  to the end  that  their  goodwill  and  ongoing
businesses  shall not be impaired in any material respect at the Effective Time.
Without  limiting  the  generality  of the  foregoing,  from  the  date  of this
Agreement  to the  Effective  Time,  West shall not, and shall not permit any of
West Subsidiaries to, without the prior consent of East:

         (a) (i) except as  contemplated by Section 5.3,  declare,  set aside or
pay any dividends on, or make any other  distributions in respect of, any of its
capital stock,  other than dividends and  distributions  by a direct or indirect
wholly owned West  Subsidiary to its parent and the  declaration  and payment by
West of regular  quarterly  cash dividends on West Common Stock in an amount not
in excess of $.1925  per share and  regular  quarterly  cash  dividends  on West
Series A  Preferred  Stock and West  Series B  Preferred  Stock in  amounts  not
exceeding  $.1795 and $.1925,  respectively,  per share, in each case with usual
record and payment dates for such dividends or  distributions in accordance with
West's past dividend  practices,  (ii) split,  combine or reclassify  any of its
capital  stock or issue or  authorize  the issuance of any other  securities  in
respect of, in lieu of or in  substitution  for shares of its capital stock,  or
(iii) purchase,  redeem or otherwise acquire any shares of capital stock of West
or any West Subsidiary or any other securities thereof or any rights,  warrants,
or options to acquire  any such  shares or other  securities  in each case other
than as set forth in the West  Disclosure  Schedule  or pursuant to the terms of
the West Share Incentive Plan;

         (b) except as set forth in the West Disclosure Schedule,  authorize for
issuance,  issue, deliver,  sell, pledge or otherwise encumber any shares of its
capital  stock or the capital  stock of any West  Subsidiary,  any other  voting
securities  or any  securities  convertible  into,  or any  rights,  warrants or
options to acquire, any such shares, voting securities or convertible securities
or any other  securities or equity  equivalents  (including  without  limitation
stock appreciation rights), or contractual  obligation valued or measured by the
value or market  price of West Common  Stock  (other  than the  issuance of West
Common Stock upon the exercise of West Stock Options  outstanding on the date of
this Agreement and in accordance  with their present terms or pursuant to West's
401(k)  Savings Plan and in  accordance  with its terms,  such  issuances  being
referred to herein as "West Permitted Changes");

         (c) amend its Declaration of Trust or bylaws, except as contemplated by
this Agreement or as required to allow for the consummation of the Merger;

         (d) acquire or agree to acquire by merging or consolidating with, or by
purchasing  a  substantial  portion  of the stock or assets  of, or by any other
manner,   any  business  or  any   corporation,   partnership,   joint  venture,
association, or other business organization or division thereof;

                                       33
<PAGE>

         (e) except as set forth in the West Disclosure  Schedule,  sell, lease,
mortgage or otherwise  encumber or subject to any Lien or  otherwise  dispose of
any of its properties or assets that are material, alone or in the aggregate, to
West  and the  West  Subsidiaries,  taken  as a  whole,  except  sales,  leases,
mortgages,  or other  encumbrances  or  Liens of  properties  or  assets  in the
ordinary course of business consistent with past practice;

         (f) except as permitted  in Section  5.2(g) or as set forth in the West
Disclosure  Schedule and except in connection with financing for the acquisition
and  development  of properties  set forth in the West  Disclosure  Schedule (i)
incur any indebtedness for borrowed money or guarantee any such  indebtedness of
another person, issue or sell any debt securities or warrants or other rights to
acquire any debt securities of West or any West  Subsidiary,  guarantee any debt
securities of another  person,  enter into any "keep well" or other agreement to
maintain any financial  statement  condition of another person or enter into any
arrangement  having  the  economic  effect of any of the  foregoing,  except for
short-term  borrowings  incurred in the ordinary  course of business  consistent
with past practice,  or (ii) make any loans,  advances or capital  contributions
to, or  investments  in, any other  person,  other than to West or any direct or
indirect wholly owned West Subsidiary;

         (g) acquire or agree to acquire any assets that are material,  alone or
in the aggregate,  to West and the West Subsidiaries,  taken as a whole, or make
or agree to make any capital expenditures, in either case except in the ordinary
course of  business  consistent  with past  practice or in  connection  with the
acquisition or development of properties referred to in the Disclosure Schedule;
pay,  discharge  or  satisfy  any  claims  (including  claims of  shareholders),
liabilities  or  obligations   (absolute,   accrued,   asserted  or  unasserted,
contingent or otherwise),  except for the payment, discharge or satisfaction, of
(i)  liabilities or obligations  in the ordinary  course of business  consistent
with past  practice or in  accordance  with their terms as in effect on the date
hereof,  and (ii) liabilities  reflected or reserved against in, or contemplated
by, the most recent  consolidated  audited  financial  statements  (or the notes
thereof) of West or waive,  release,  grant,  or transfer any rights of material
value or modify or change in any material respect any existing  license,  lease,
contract  or other  document,  other  than in the  ordinary  course of  business
consistent with past practice;

         (h) adopt or amend in any material  respect  (except as may be required
by  law or as  contemplated  by  this  Agreement)  any  bonus,  profit  sharing,
compensation,   share  option,  pension,   retirement,   deferred  compensation,
employment or other  employee  benefit  plan,  agreement,  trust,  fund or other
arrangement for the benefit or welfare of any employee,  director,  trustee,  or
former  director,  trustee,  or employee;  increase the  compensation  or fringe
benefits  of any  director,  trustee,  employee or former  director,  trustee or
employee,  other than increases for current  employees in the ordinary course of
business  consistent  with past  practice;  pay any benefit not  required by any
existing plan, arrangement or agreement,  grant any new or modified severance or
termination arrangement or increase or accelerate any benefits payable under any
severance or termination  pay policies in effect on the date hereof,  other than
any such increase or  acceleration  provided for under the West Benefit Plans as
in effect on the date of this Agreement;

                                       34
<PAGE>

         (i) change any material  accounting  principle  used by it,  except for
such  changes as may be required to be  implemented  following  the date of this
Agreement  pursuant to  generally  accepted  accounting  principles  promulgated
following the date hereof;

         (j) take any action that would,  or is reasonably  likely to, result in
any of its  representations and warranties in this Agreement becoming untrue, or
in any of the  conditions  to the  Merger  set  forth in  Article  VII not being
satisfied;

         (k) except in the ordinary  course of business and consistent with past
practice,  make any tax election or settle or  compromise  any  federal,  state,
local or foreign income tax liability; or

         (l)  authorize any of, or commit or agree to take any of, the foregoing
actions.

         Section 5.3  COORDINATION OF DIVIDENDS.  West and East shall coordinate
with each other  regarding the payment of dividends  with respect to West Voting
Stock and East Common Stock after the date hereof, it being the intention of the
parties that (a) West shall pay whatever preclosing dividends shall be necessary
to avoid  jeopardizing its status as a "real estate  investment trust" under the
Code, (b) the  shareholders of East and West shall be treated fairly in order to
avoid any "windfall" preclosing dividends, and (c) except as may be necessary to
accomplish  the  foregoing,  holders of West Voting  Stock and East Common Stock
shall not receive two dividends, or fail to receive one dividend, for any single
calendar  quarter  with  respect to their  shares of West  Voting  Stock or East
Common Stock or any shares of East Common Stock that any such holder receives in
exchange for shares of West Voting Stock in the Merger.

         Section 5.4  NO SOLICITATION.

         (a) Neither East nor any of the East Subsidiaries shall, nor shall East
or any  of  the  East  Subsidiaries  authorize  or  permit  any of its or  their
officers,  directors,  agents,  representatives,  advisors or  subsidiaries  to,
directly or indirectly (a) solicit,  initiate or encourage  (including by way of
furnishing  information),  or take any other action to facilitate the submission
of inquiries, proposals or offers from any person relating to any acquisition or
purchase  of a  substantial  amount  of  assets  of  East  or any  of  the  East
Subsidiaries  (other than in the ordinary course of business) or of over 9.8% of
any class of equity  securities of East or any of the East  Subsidiaries  or any
tender  offer  (including  a self  tender  offer)  or  exchange  offer  that  if
consummated would result in any person  beneficially  owning 9.8% or more of any
class  of  equity  securities  of East or any of the East  Subsidiaries,  or any
merger,  consolidation,  business combination, sale of substantially all assets,
recapitalization, liquidation, dissolution or similar transaction involving East
or any of the East  Subsidiaries,  other than the  transactions  contemplated by
this  Agreement,  or any other  transaction  the  consummation of which would or
could  reasonably be expected to impede,  interfere with,  prevent or materially
delay the Merger  (collectively,  "East  Alternative  Proposals") or agree to or
endorse any East Alternative  Proposal,  or (b) enter into or participate in any
discussions or  negotiations  regarding any of the foregoing,  


                                       35
<PAGE>

or furnish to any other person any  information  with  respect to its  business,
properties or assets or any of the foregoing,  or otherwise cooperate in any way
with,  or assist or  participate  in,  facilitate  or  encourage,  any effort or
attempt  by any  other  person  to do or seek  any of the  foregoing;  provided,
however,  that the  foregoing  shall  not  prohibit  East  from  (i)  furnishing
information  concerning East and its businesses,  properties or assets (pursuant
to an appropriate  confidentiality  agreement customary under the circumstances)
to a third party who has made an unsolicited  East  Alternative  Proposal,  (ii)
engaging  in  discussions  or  negotiations  with a third  party who has made an
unsolicited East Alternative Proposal, (iii) following receipt of an unsolicited
East Alternative Proposal,  taking and disclosing to its shareholders a position
contemplated  by Rule  14e-2(a)  under  the  Exchange  Act or  otherwise  making
disclosure to its  shareholders,  (iv) following  receipt of an unsolicited East
Alternative   Proposal,   failing  to  make  or  withdrawing  or  modifying  its
recommendation referred to in Section 6.5, and/or (v) engaging in discussions or
negotiations  with  Shareholder  or  its  controlling  affiliates  regarding  an
unsolicited  East  Alterative  Proposal  from a third  party,  but in each  case
referred to in the  foregoing  clauses (i) through  (iv) (not in the case of the
foregoing  clause  (v)) only if and to the extent that the East Board shall have
concluded in good faith,  after  consulting  with and  considering the advice of
outside counsel,  that such action is required by the East Board in the exercise
of its legal duties to the shareholders of East under applicable law;  provided,
further, that the Board of Directors of East shall not take any of the foregoing
actions referred to in clauses (i) through (iv) (but not clause (v)) until after
giving at least one business day's advance notice to West with respect to any of
the actions  specified in the  foregoing  clauses (i) through (iv) that it shall
take. In addition,  if the East Board receives an unsolicited  East  Alternative
Proposal,  then East shall promptly inform West in writing of the material terms
of such  proposal and the identity of the person (or group) making it. East will
immediately   cease  and  cause  to  be  terminated  all  existing   activities,
discussions or negotiations,  if any, with any parties (other than  Shareholder)
conducted heretofore with respect to any of the foregoing.  Without limiting the
foregoing,  it is understood that any violation of the restrictions set forth in
this Section  5.4(a) by any director or executive  officer of East or any of its
subsidiaries  or  by  any  investment  banker,   financial  adviser,   attorney,
accountant,  or other representative of East or any of its subsidiaries shall be
deemed to be a breach of this Section by East.

         (b) Neither West nor any of the West Subsidiaries shall, nor shall West
or any  of  the  West  Subsidiaries  authorize  or  permit  any of its or  their
officers, trustees, directors, agents, representatives, advisors or subsidiaries
to, directly or indirectly (a) solicit,  initiate or encourage (including by way
of  furnishing  information),  or  take  any  other  action  to  facilitate  the
submission  of  inquiries,  proposals or offers from any person  relating to any
acquisition or purchase of a substantial  amount of assets of West or any of the
West  Subsidiaries  (other than in the  ordinary  course of business) or of over
9.8% of any class of equity  securities of West or any of the West  Subsidiaries
or any tender offer  (including a self tender  offer) or exchange  offer that if
consummated would result in any person  beneficially  owning 9.8% or more of any
class  of  equity  securities  of West or any of the West  Subsidiaries,  or any
merger,  consolidation,  business combination, sale of substantially all assets,
recapitalization, liquidation, dissolution or similar transaction involving West
or any of the West  Subsidiaries,  other than the  transactions  contemplated by
this  Agreement,  or any other  transaction  the  consummation of which would or

                                       36
<PAGE>

could  reasonably be expected to impede,  interfere with,  prevent or materially
delay the Merger  (collectively,  "West  Alternative  Proposals") or agree to or
endorse any West Alternative  Proposal,  or (b) enter into or participate in any
discussions or  negotiations  regarding any of the foregoing,  or furnish to any
other person any information with respect to its business,  properties or assets
or any of the  foregoing,  or otherwise  cooperate in any way with, or assist or
participate  in,  facilitate  or  encourage,  any effort or attempt by any other
person to do or seek any of the foregoing; provided, however, that the foregoing
shall not prohibit West from (i) furnishing  information concerning West and its
businesses,  properties or assets  (pursuant to an  appropriate  confidentiality
agreement  customary under the  circumstances)  to a third party who has made an
unsolicited  West  Alternative   Proposal,   (ii)  engaging  in  discussions  or
negotiations  with a third party who has made an  unsolicited  West  Alternative
Proposal,  (iii) following receipt of an unsolicited West Alternative  Proposal,
taking and disclosing to its  shareholders a position  contemplated by Rule 14e-
2(a) under the Exchange Act or otherwise making  disclosure to its shareholders,
(iv) following receipt of an unsolicited West Alternative  Proposal,  failing to
make or withdrawing or modifying its recommendation  referred to in Section 6.5,
and/or (v) engaging in  discussions  or  negotiations  with  Shareholder  or its
controlling  affiliates regarding an unsolicited West Alterative Proposal from a
third party,  but in each case referred to in the foregoing  clauses (i) through
(iv) (not in the case of the  foregoing  clause  (v)) only if and to the  extent
that the West Board shall have concluded in good faith,  after  consulting  with
and considering the advice of outside  counsel,  that such action is required by
the West Board in the exercise of its legal duties to the  shareholders  of West
under applicable law; provided,  further, that the West Board shall not take any
of the foregoing actions referred to in clauses (i) through (iv) (but not clause
(v)) until after giving at least one business  day's advance notice to East with
respect to any of the actions  specified  in the  foregoing  clauses (i) through
(iv) that it shall take. In addition,  if the Board of Trustees of West receives
an unsolicited West Alternative  Proposal,  then West shall promptly inform East
in writing of the material terms of such proposal and the identity of the person
(or group)  making it. West will  immediately  cease and cause to be  terminated
existing  activities,  discussions  or  negotiations,  if any,  with any parties
(other  than  Shareholder)  conducted  heretofore  with  respect  to  any of the
foregoing.  Without limiting the foregoing,  it is understood that any violation
of the restrictions set forth in this Section 5.4(b) by any trustee or executive
officer  of  West  or any  of its  subsidiaries  or by  any  investment  banker,
financial adviser, attorney,  accountant, or other representative of West or any
of its subsidiaries shall be deemed to be a breach of this Section by West.


                                   ARTICLE VI.

                              ADDITIONAL AGREEMENTS

         Section 6.1 ACCESS TO INFORMATION.  Each of the parties shall afford to
the other party and its respective accountants,  counsel, financial advisors and
other representatives (the "Representatives") full access during normal business
hours  throughout  the period  prior to the  Closing to all  properties,  books,
contracts,  commitments and records (including, but not limited to, Tax Returns)
of such party,  as  appropriate,  and,  during such period,  each shall  furnish

                                       37
<PAGE>

promptly to the other (a) a copy of each  report,  schedule  and other  document
filed or received  pursuant to the  requirements of federal or state  securities
laws or filed with the SEC in connection with the  transactions  contemplated by
this  Agreement,  and  (b)  such  other  information  concerning  its  business,
properties  and  personnel as shall be  reasonably  requested;  provided that no
investigation  pursuant to this Section 6.1 shall affect any  representation  or
warranty  made herein or the  respective  conditions to the  obligations  of the
parties hereto to consummate the transactions  contemplated  hereby.  Each party
shall  promptly  advise  each  other  party  in  writing  of any  change  or the
occurrence  of any event  after  the date of this  Agreement  having,  or which,
insofar as can  reasonably  be  foreseen,  in the  future  may have,  a material
adverse  effect  on the  business,  operations,  properties,  assets,  condition
(financial  or other),  results of  operations or prospects of such party or its
subsidiaries taken as a whole.

         Section 6.2 REGISTRATION STATEMENTS AND PROXY STATEMENT AND PROSPECTUS.
East shall file with the SEC as soon as is reasonably practicable after the date
hereof the Proxy Statement and Prospectus,  shall use all reasonable  efforts to
have the  Registration  Statement  declared  effective by the SEC as promptly as
practicable,  and shall take any action  required to be taken  under  applicable
state blue sky or securities laws in connection  with the Merger.  West and East
shall  promptly  furnish  to each  other all  information,  and take such  other
actions as may  reasonably be requested in connection  with any action by either
of them in connection with this Section and shall cooperate with one another and
use their  respective  reasonable  best efforts to  facilitate  the  expeditious
consummation of the transactions contemplated by this Agreement.

         Section 6.3      LETTERS OF ACCOUNTANTS.

         (a) East shall use its reasonable best efforts to cause to be delivered
to West  two  letters  of KPMG  Peat  Marwick  LLP,  East's  independent  public
accountants,  one dated a date within two business days before the date on which
the  Registration  Statement shall become  effective and one dated a date within
two business days before the Closing Date,  each  addressed to West, in form and
substance  reasonably  satisfactory to West and customary in scope and substance
for comfort letters  delivered by independent  public  accountants in connection
with registration statements similar to the Registration Statement.

         (b) West shall use its reasonable best efforts to cause to be delivered
to  East  two  letters  of  Price  Waterhouse  LLP,  West's  independent  public
accountants,  one dated a date within two business days before the date on which
the  Registration  Statement shall become  effective and one dated a date within
two business days before the Closing Date,  each  addressed to East, in form and
substance  reasonably  satisfactory to East and customary in scope and substance
for comfort letters  delivered by independent  public  accountants in connection
with registration statements similar to the Registration Statement.

         Section 6.4      LEGAL OPINIONS.

         (a) East shall use its reasonable best efforts to cause to be delivered
to West at the East/West Closing an opinion of Foley & Lardner, counsel to East,
with respect to the East 


                                       38
<PAGE>

Merging   Entities,   as  to  due   organization   and   existence,   authorized
capitalization,   due  authorization,   consents  (to  such  firm's  knowledge),
violations  of law (to  such  firm's  knowledge),  litigation  (to  such  firm's
knowledge),   the  valid   issuance  of  East  Common  Stock  pursuant  to  this
transaction,  enforceability,  and such  other  matters  as  counsel to West may
reasonably request. (It being understood that the delivery of such opinion shall
not be deemed a condition to the East/West Closing).

         (b) West shall use its reasonable best efforts to cause to be delivered
to East at the East/West Closing an opinion of Mayer, Brown & Platt, counsel for
West, with respect to West and the West Subsidiaries, as to due organization and
existence,  authorized  capitalization,  due  authorization,  consents  (to such
firm's knowledge),  violations of law (to such firm's knowledge), litigation (to
such firm's knowledge), enforceability and such other matters as counsel to East
may reasonably  request.  (It being understood that the delivery of such opinion
shall not be deemed a condition to the East/West Closing).

         Section 6.5 SHAREHOLDERS APPROVAL. As soon as practicable following the
date upon which the  Registration  Statement  is declared  effective by the SEC,
West shall use its  reasonable  best  efforts  to obtain  the West  Shareholders
Approval,  and East  shall use its  reasonable  best  efforts to obtain the East
Shareholders  Approval,  including  the  requisite  shareholder  approval of the
amendments  to East's  Articles of  Incorporation  necessary to  consummate  the
Merger.  The West  Board and East  Board  shall  recommend  to their  respective
shareholders  the  approval  of this  Agreement  and the  Merger  and the  other
transactions  contemplated  hereby;  provided,  however,  that (a)  prior to the
meeting of  shareholders  of East, the East Board may withdraw,  modify or amend
such  recommendation  to the extent  permitted  by the first  proviso to Section
5.4(a) and  subject to  compliance  with  Section  5.4(a),  and (b) prior to the
meeting of  shareholders  of West, the West Board may withdraw,  modify or amend
such  recommendation  to the extent  permitted  by the first  proviso to Section
5.4(b) and subject to compliance with Section 5.4(b).

         Section 6.6 AFFILIATE  AGREEMENTS.  West shall use its reasonable  best
efforts to cause each principal executive officer,  each Trustee, and each other
person who is an  "affiliate," as that term is used in paragraphs (c) and (d) of
Rule 145 under the Securities Act (including Shareholder), of West to deliver to
East  on or  prior  to the  Closing  Date a  written  agreement  (an  "Affiliate
Agreement")  to the  effect  that such  person  will not offer to sell,  sell or
otherwise dispose of any East Common Stock issued in the Merger, except, in each
case, pursuant to an effective registration statement or in compliance with Rule
145, as amended from time to time, or in a transaction  which, in the opinion of
legal counsel satisfactory to East, is exempt from the registration requirements
of the Securities Act.

         Section 6.7  EXCHANGE.  East shall use its  reasonable  best efforts to
effect,  at or  before  the  Closing  Date,  authorization  for  listing  on the
Exchange,  upon  official  notice of  issuance,  the East Common Stock (i) to be
issued in the Merger and (ii) which will be  issuable  upon  conversion  of East
Series B Preferred Stock (including East Series B Stock issuable upon conversion
of East Series A Preferred Stock) or redemption of units of limited  partnership
interest of East Operating Partnership issued pursuant to the Merger.

                                       39
<PAGE>

         Section 6.8 EXPENSES. Except as provided in Section 8.3, whether or not
the Merger is consummated,  all fees and expenses (including  financial advisory
and other professional services fees) incurred in connection with this Agreement
and the  transactions  contemplated  hereby shall be paid by the party incurring
such expenses,  except that those fees and expenses  incurred in connection with
filing,  printing and  distributing  the Proxy Statement and Prospectus shall be
shared  ratably  by West and East in  proportion  to the number of copies of the
Proxy Statement and Prospectus mailed by each.

         Section 6.9 AGREEMENT TO COOPERATE. Subject to the terms and conditions
herein  provided,  the parties  hereto shall  cooperate  and use its  respective
reasonable best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things  necessary,  proper or advisable  under  applicable
laws and  regulations,  and under  contracts  giving  rise to the East  Required
Consents  or West  Required  Consents,  to  consummate  and make  effective  the
transactions contemplated by this Agreement, including using its reasonable best
efforts to identify and obtain all necessary or  appropriate  waivers,  consents
and approvals,  to effect all necessary  registrations,  filings and submissions
(including,  but not limited to, the East  Required  Statutory  Approvals,  West
Required  Statutory  Approvals,  any filings under federal and state  securities
laws  and the HSR  Act) and to lift any  injunction  or other  legal  bar to the
transactions  contemplated  hereby  (and,  in such case,  to  proceed  with such
transactions as expeditiously as possible),  subject,  however, to obtaining the
East Shareholders Approval and West Shareholders Approval. In addition,  each of
West  and  East  agrees  to use all  reasonable  efforts  to  cause  each of the
East/West   Merger  and  the   Management   Company   Merger  to  qualify  as  a
reorganization  within  the  meaning of  Section  368 of the Code,  to cause the
Operating  Partnership  Merger to  qualify  under  Section  721 of the Code,  to
maintain the status of East as a "real estate  investment trust" under the Code,
and to obtain the tax opinions contemplated in Sections 7.1(e) and 7.1(f).

         Section 6.10 COORDINATION OF EMPLOYEE BENEFIT PLANS. West shall use its
reasonable  best efforts to take such actions as may be reasonably  requested by
East to  facilitate  decisions  and  subsequent  actions by East to terminate or
transition any of West's Benefit Plans,  stock option plans and similar matters,
including  without  limitation  appropriate  amendment  of the West stock option
plans. East shall use its reasonable best efforts to take such actions as may be
necessary  to  modify  East's  stock  option  plan to  permit  the  West  senior
executives  identified  on the West  Disclosure  Schedule to retain  their stock
options  following  termination of their  employment  upon  consummation  of the
East/West Merger.

         Section 6.11 WEST NOMINEES TO EAST BOARD OF  DIRECTORS.  East shall use
its  reasonable  best  efforts  to cause  three  members  of the  West  Board of
Directors  designated  by West in the West  Disclosure  Schedule  to be added as
additional  members of the East Board of  Directors  immediately  following  the
East/West Closing.

         Section 6.12 PUBLIC  STATEMENTS.  The parties  shall  consult with each
other prior to issuing any press release or any written  public  statement  with
respect to this Agreement or the transactions  contemplated hereby and shall not
issue any such press  release or written  public  statement  prior to review and
approval by the other  parties,  except that prior review and 
                                       40
<PAGE>

approval  shall not be  required  if, in the  reasonable  judgment  of the party
seeking to issue such  release or public  statement,  prior  review and approval
would  prevent  the timely  dissemination  of such  release or  announcement  in
violation  of any  applicable  law,  rule or  regulation  or any  policy  of the
Exchange.

         Section 6.13  CORRECTIONS  TO THE PROXY  STATEMENT AND  PROSPECTUS  AND
REGISTRATION STATEMENT.  Prior to the date of the East Shareholders Approval and
West  Shareholders  Approval,  each of West and East shall correct  promptly any
information  provided by it to be used  specifically  in the Proxy Statement and
Prospectus  and  Registration  Statement or relating to it and  incorporated  by
reference into the Proxy  Statement and Prospectus  and  Registration  Statement
that shall have become false or  misleading  in any  material  respect and shall
take all steps  necessary  to file with the SEC and have  declared  effective or
cleared  by the SEC any  amendment  or  supplement  to the Proxy  Statement  and
Prospectus or the Registration  Statement so as to correct the same and to cause
the Proxy  Statement and  Prospectus as so corrected to be  disseminated  to the
shareholders of East and West, in each case to the extent required by applicable
law.

         Section 6.14 UPDATED  SCHEDULES.  Each party shall deliver to the other
party at least two days prior to the  Closing  Date  updated  schedules  to this
Agreement  reflecting any changes in such party's scheduled items occurring from
the date hereof to the Closing Date. No information provided to a party pursuant
to this Section  6.11 shall be deemed to cure any breach of any  representation,
warranty or covenant made in this Agreement.

         Section 6.15 STANDSTILL AGREEMENTS;  CONFIDENTIALITY AGREEMENTS. During
the period from the date of this Agreement  through the Effective  Time, each of
West and East shall not terminate,  amend,  modify or waive any provision of any
confidentiality  or standstill  agreement to which it or any of its subsidiaries
is a party.  During such  period,  each of West and East shall  enforce,  to the
fullest  extent  permitted  under  applicable  law, the  provisions  of any such
agreement,  including by obtaining  injunctions  to prevent any breaches of such
agreements and to enforce  specifically the terms and provisions  thereof in any
federal or state court having jurisdiction.

         Section 6.16     INDEMNIFICATION.

         (a) East agrees that all rights to indemnification and exculpation from
liabilities or acts or omissions occurring at or prior to the Effective Time now
existing in favor of the current or former  trustees,  directors  or officers of
West and the West  Subsidiaries as provided in their  respective  declaration of
trust or  articles  of  incorporation  or bylaws (or  comparable  organizational
documents) and any  indemnification  agreements or  arrangements of West and the
West  Subsidiaries  shall survive the Merger,  shall be assumed and performed by
East, and shall continue in full force and effect in accordance with their terms
with respect to matters  arising before the Effective  Time.  East shall pay any
expenses of any  indemnified  person  under this  Section 6.16 in advance of the
final disposition of any action, proceeding or claim relating to any such act or
omission to the fullest extent permitted under the FBCA upon receipt from the

                                       41
<PAGE>

applicable  indemnified  person  to  whom  advances  are to be  advanced  of any
undertaking to repay such advances  required  under the FBCA. In addition,  from
and after the Effective Time,  trustees or officers of West who become directors
or  officers  of  East  will  be  entitled  to the  same  indemnity  rights  and
protections as are afforded to other directors and officers of East.

         (b) In the event  that East or any of its  successors  or  assigns  (i)
consolidates  with or merges into any other person and is not the  continuing or
surviving  corporation  or  entity  of  such  consolidation  or  merger  or (ii)
transfers or conveys all or  substantially  all of its  properties and assets to
any person,  then, and in each such case,  proper provision will be made so that
the successors and assigns of East will assume the obligations set forth in this
Section.

         (c) The  provisions  of this  Section  6.16 are  intended to be for the
benefit of, and will be enforceable by, each indemnified party, his or her heirs
and his or her  representatives  and are in addition to, and not in substitution
for, any other rights to  indemnification  or contribution  that any such person
may have by contract or  otherwise.  The  provisions  of this Section 6.16 shall
survive  the  Merger  and are in  addition  to any  other  rights  to  which  an
indemnified  party may be entitled.  To the maximum extent permitted by law, all
rights of  indemnification  for the  benefit of any  indemnified  party shall be
mandatory rather than permissive.


                                  ARTICLE VII.

                                   CONDITIONS

         Section  7.1  CONDITIONS  TO EACH  PARTY'S  OBLIGATIONS  FOR  EAST/WEST
MERGER. The respective  obligations of each party to effect the East/West Merger
shall be  subject  to the  fulfillment  or waiver  at or prior to the  East/West
Closing of the following conditions:

         (a) The other party shall have  performed in all material  respects its
agreements  contained in this Agreement  required to be performed on or prior to
the East/West Closing and the  representations and warranties of the other party
shall be true and  correct in all  material  respects  on and as of (i) the date
made and (ii) the East/West Closing Date with the same effect as if made on that
date;  provided,  however,  that if any  representation  and warranty is already
qualified in any respect by materiality or as to material  adverse  effect,  the
materiality  qualification  immediately before this proviso shall not apply; and
the other  party  shall have  delivered  a  certificate  of its chief  executive
officer or a co-chairman to that effect;

         (b) Each of the West  Shareholders  Approval and the East  Shareholders
Approval  (including  the  requisite  approval  by  East's  shareholders  of the
amendment  to the East  Articles  of  Incorporation  set forth in the  East/West
Articles of Merger) shall have been obtained;

         (c)  The   Registration   Statement  shall  have  become  effective  in
accordance  with  the  Securities  Act,  and  no  stop  order   suspending  such
effectiveness  shall have been issued and 


                                       42
<PAGE>

remain in effect and no proceeding for that purpose shall have been initiated or
threatened by the Commission;

         (d) The shares of East Common Stock issuable in the East/West Merger or
upon  redemption  of units of limited  partnership  interest  in East  Operating
Partnership issued in connection with the East/West Merger or upon conversion of
the East Preferred stock issued in the East/West Merger shall have been approved
for listing on the Exchange, subject to notice of issuance;

         (e) Each of West, East and Shareholder  shall have received a favorable
opinion  (in form  and  substance  reasonably  satisfactory  to  West,  East and
Shareholder,  respectively)  from  Mayer,  Brown & Platt to the effect  that for
United States federal income tax purposes (i) the East/West  Merger will qualify
as a reorganization  within the meaning of Section 368 of the Code and that each
of West and East will be a party to such  reorganization  within the  meaning of
Section  368(b) of the Code,  (ii) no gain or loss will be recognized by holders
of West Common Stock,  West Series A Preferred  Stock or West Series B Preferred
Stock except to the extent of cash  received  pursuant to the Merger or pursuant
to the  exercise  of  dissenters'  rights,  and  (iii)  no gain or loss  will be
recognized  by East or West  pursuant to the Merger.  In providing the foregoing
opinions,  counsel may rely upon (i) customary factual  representations  made by
West and  East and (ii) the tax  opinion  of Foley &  Lardner  as  described  in
Section 7.1(f) below  regarding the status of East as a "real estate  investment
trust" under the Code.

         (f) Each of West, East and Shareholder  shall have received a favorable
opinion  (in form  and  substance  reasonably  satisfactory  to  West,  East and
Shareholder,  respectively)  from Foley & Lardner  (who may rely upon  customary
factual  representations  made  by  West  and  East)  to  the  effect  that  the
consummation  of the  Merger  and the  performance  of this  Agreement  will not
jeopardize  the status of East as a "real  estate  investment  trust"  under the
Code;

         (g) No preliminary or permanent  injunction or other order or decree by
any federal or state court which  prevents  the  consummation  of the  East/West
Merger shall have been issued and remain in effect  (each party  agreeing to use
its  reasonable  best  efforts  to have any  such  injunction,  order or  decree
lifted);

         (h) Each of the East Required Statutory  Approvals described in Section
0(i) and (ii) and the West  Required  Statutory  Approvals  described in Section
0(i) and (ii) shall have been obtained and be in effect at the Closing;

         (i) Each of the East  Required  Consents  which have been  specifically
identified as a mandatory precondition to closing of the East/West Merger in the
East  Disclosure  Schedule  and the  West  Required  Consents  which  have  been
specifically  identified as a mandatory precondition to closing of the East/West
Merger in the West  Disclosure  Schedule,  shall  have been  obtained  and be in
effect at the Closing;

                                       43
<PAGE>

         (j) The  holders of more than 10% of the issued  and  outstanding  West
Voting Stock shall not have duly  perfected a demand for  dissenter's  rights in
accordance with the MGCL; and

         (k) Each party shall have received any  additional  documents that such
party may  reasonably  require  for the  proper  consummation  of the  East/West
Merger.



                                  ARTICLE VIII.
                        TERMINATION, AMENDMENT AND WAIVER

         Section 8.1  TERMINATION.  This Agreement may be terminated at any time
prior  to  the  Effective  Time,   whether  before  or  after  approval  by  the
shareholders of West and East:

         (a) by mutual written consent of West and East;

         (b) by West or East, if the Merger shall not have been  consummated  on
or before  March 31, 1999 (the  "Termination  Date")  (other than by reason of a
breach by the party  seeking to  terminate  this  Agreement  of its  obligations
hereunder);

         (c) by West or East,  if an  injunction,  order or decree  described in
Section 7.1(g) shall be in effect and shall have become final and nonappealable,
provided  that the  party  seeking  to  terminate  this  Agreement  has used its
reasonable best efforts to have such injunction, order, or decree lifted;

         (d)  unilaterally  by West or East (i) if the other  party (A) fails to
perform any covenant or agreement in this Agreement in any material respect, and
does not cure the failure in all material respects within 15 business days after
the  terminating  party delivers  written  notice of the alleged  failure or (B)
fails to fulfill or complete a condition to the  obligations of the  terminating
party  (which  condition  is not  waived)  by  reason  of a  breach  by the non-
terminating  party of its obligations  hereunder or (ii) if any condition to the
obligations of the terminating party is not satisfied (other than by reason of a
breach by that party of its obligations  hereunder),  and it reasonably  appears
that the condition cannot be satisfied prior to the Termination Date;

         (e) by West, if (1) East shall have exercised a right  specified in the
first proviso to Section 5.4(a) with respect to an East Alternative Proposal and
shall, directly or through Representatives,  continue discussions with any third
party concerning such East  Alternative  Proposal for more than 15 business days
after the date of receipt of such East Alternative  Proposal; or (2) (A) an East
Alternative  Proposal  that is  publicly  disclosed  shall have been  commenced,
publicly  proposed or communicated to East which contains a proposal as to price
(without  regard to whether such proposal  specifies a specific price or a range
of potential  prices) and (B) East shall not have rejected such proposal  within
15  business  days of its receipt or, if sooner,  the date its  existence  first
becomes publicly disclosed;

                                       44
<PAGE>

         (f) by East, if East validly exercises, pursuant to Section 5.4(a), the
right specified in clause (iv) of the first proviso to Section 5.4(a);

         (g) by East, if (1) West shall have exercised a right  specified in the
first proviso to Section 5.4(b) with respect to a West Alternative  Proposal and
shall, directly or through Representatives,  continue discussions with any third
party concerning such West  Alternative  Proposal for more than 15 business days
after the date of receipt of such West Alternative  Proposal;  or (2) (A) a West
Alternative  Proposal  that is  publicly  disclosed  shall have been  commenced,
publicly  proposed or communicated to West which contains a proposal as to price
(without  regard to whether such proposal  specifies a specific price or a range
of potential  prices) and (B) West shall not have rejected such proposal  within
15  business  days of its receipt or, if sooner,  the date its  existence  first
becomes publicly disclosed; or

         (h) by West, if West validly exercises, pursuant to Section 5.4(b), the
right specified in clause (iv) of the first proviso to Section 5.4(b);

provided,  however,  that any  termination  of this  Agreement  pursuant to this
Section 8.1 shall require the approval of the Special  Committee of the Board of
the terminating party.

         Section 8.2 EFFECT OF TERMINATION.  In the event of termination of this
Agreement,  as provided in Section 8.1, this Agreement shall  forthwith  become,
void and there shall be no further obligation on the part of any party hereto or
their respective  officers or directors or trustees (except as set forth in this
Section  8.2 and in  Sections  6.8 and 8.3).  Nothing in this  Section 8.2 shall
relieve any party from liability for any breach of this Agreement.

         Section 8.3    PAYMENT UPON CERTAIN TERMINATIONS.

         (a) In the event that this  Agreement is terminated by East pursuant to
Section 8.1(f),  then,  concurrently with any such  termination,  East shall pay
West,  in  accordance  with  Section  8.4,  a fee equal to $20  million  by wire
transfer of same day funds.

         (b) In the event that (A) a East  Pre-Termination  Alternative Proposal
Event (as defined below) shall occur and thereafter this Agreement is terminated
by West  pursuant to Section  8.1(e) and (B) prior to the date that is 12 months
after the date of such  termination  East  enters  into any  letter  of  intent,
agreement in principle,  acquisition  agreement or similar agreement relating to
any East Alternative Proposal,  then East shall promptly,  but in no event later
than two business days after the date such  agreement is entered into, pay West,
in  accordance  with Section 8.4, a fee equal to $20 million by wire transfer of
same day funds.

         (c)  for  purposes  of  Section   8.3(b),   an  "East   Pre-Termination
Alternative  Proposal  Event"  shall be deemed  to occur if an East  Alternative
Proposal  shall  have been made known to East or has been made  directly  to its
shareholders  generally or any person shall have publicly announced an intention
(whether  or not  conditional)  to  make  an  East  Alternative  Proposal.  East
acknowledges  that the  agreements  contained  in Section  8.3(a) and (b) are an
integral part of the

                                       45
<PAGE>

transactions  contemplated  by this  Agreement,  and that the amounts to be paid
pursuant  to Section  8.3(a) and (b)  constitute  liquidated  damages  and not a
penalty.

         (d) In the event that this  Agreement is terminated by West pursuant to
Section 8.1(h),  then,  concurrently with any such  termination,  West shall pay
East,  in  accordance  with  Section  8.4,  a fee equal to $20  million  by wire
transfer of same day funds.

         (e) In the event that (A) a West  Pre-Termination  Alternative Proposal
Event (as defined below) shall occur and thereafter this Agreement is terminated
by East  pursuant to Section  8.1(g) and (B) prior to the date that is 12 months
after the date of such  termination  West  enters  into any  letter  of  intent,
agreement in principle,  acquisition  agreement or similar agreement relating to
any West Alternative Proposal,  then West shall promptly,  but in no event later
than two business days after the date such  agreement is entered into, pay East,
in  accordance  with Section 8.4, a fee equal to $20 million by wire transfer of
same day funds.

         (f) For purposes of Section 8.3(e), a "West Pre-Termination Alternative
Proposal  Event" shall be deemed to occur if a West  Alternative  Proposal shall
have  been  made  known to West or has been made  directly  to its  shareholders
generally or any person shall have publicly  announced an intention  (whether or
not conditional) to make a West Alternative Proposal. West acknowledges that the
agreements  contained  in  Section  8.3(d) and (b) are an  integral  part of the
transactions  contemplated  by this  Agreement,  and that the amounts to be paid
pursuant  to Section  8.3(d) and (b)  constitute  liquidated  damages  and not a
penalty.

         Section 8.4    PAYMENT OF TERMINATION AMOUNT.

         (a) In the event that West or East (for purposes of this  Section,  the
"Paying  Party") is  obligated  to pay an amount  pursuant  to Section  8.3 (the
"Section 8.3 Amount"), the Paying Party shall pay to the other party hereto (for
purposes of this Section,  the "Receiving  Party"),  from the applicable Section
8.3 Amount deposited into escrow in accordance with the next sentence, an amount
equal to the  lesser  of (m) the  Section  8.3  Amount or (n) the sum of (1) the
maximum  amount  that can be paid to the  Receiving  Party  without  causing the
Receiving Party to fail to meet the  requirements of Sections  856(c)(2) and (3)
of the Code  determined  as if the  payment of such  amount  did not  constitute
income described in Sections  856(c)(2)(A)-(H)  or  856(c)(3)(A)-(I) of the Code
("Qualifying  Income"),  as determined by the Receiving Party's certified public
accountants,  plus (2) in the event the Receiving  Party  receives  either (X) a
letter from the Receiving  Party's  counsel  indicating that the Receiving Party
has received a ruling from the U.S.  Internal Revenue Service ("IRS")  described
in Section  8.4(b)(ii) or (Y) an opinion from the Receiving  Party's  counsel as
described in Section 8.4(b)(ii),  an amount equal to the Section 8.3 Amount less
the  amount  payable  under  clause (1)  above.  To secure  the  Paying  Party's
obligation to pay these  amounts,  the Paying Party shall deposit into escrow an
amount in cash equal to the Section 8.3 Amount with an escrow agent  selected by
the Receiving  Party and on such terms  (subject to Section  8.4(b)) as shall be
agreed upon by the Receiving Party and the escrow agent.  The payment of deposit
into escrow of the Section 8.3 Amount pursuant to this


                                       46
<PAGE>

Section  8.4(a)  shall be made on the date  payment is due under  Section 8.3 by
wire transfer of same day funds.

         (b) The escrow  agreement  shall provide that the Section 8.3 Amount in
escrow or any  portion  thereof  shall not be released  to the  Receiving  Party
unless the escrow agent receives any one or combination of the following:  (i) a
letter from the Receiving  Party's certified public  accountants  indicating the
maximum  amount  that can be paid by the  escrow  agent to the  Receiving  Party
without causing the Receiving Party to fail to meet the requirements of Sections
856(c)(2)  and (3) of the Code  determined  as if the payment of such amount did
not  constitute  Qualifying  Income or a  subsequent  letter from the  Receiving
Party's  accountants  revising that amount, in which case the escrow agent shall
release such amount to the Receiving  Party, or (ii) a letter from the Receiving
Party's  counsel  indicating that the Receiving Party received a ruling from the
IRS holding  that the receipt by the  Receiving  Party of the Section 8.3 Amount
would either constitute Qualifying Income or would be excluded from gross income
within the meaning of Sections  856(c)(2) and (3) of the Code (or alternatively,
the  Receiving  Party's legal counsel has rendered a legal opinion to the effect
that the receipt by the  Receiving  Party of the Section 8.3 Amount would either
constitute  Qualifying  Income or would be excluded from gross income within the
meaning of  Section  856(c)(2)  and (3) of the  Code),  in which case the escrow
agent shall  release the  remainder  of the Section 8.3 Amount to the  Receiving
Party.  West agrees to amend this  Section  8.4 at the request of the  Receiving
Party in order to (x) maximize the portion of the Section 8.3 Amount that may be
distributed to the Receiving Party hereunder without causing the Receiving Party
to fail to meet the requirements of Sections  856(c)(2) and (3) of the Code, (y)
improve the Receiving  Party's chances of securing a favorable  ruling described
in this  Section  8.4(b)  or (z)  assist  the  Receiving  Party in  obtaining  a
favorable  legal  opinion from its counsel as described in this Section  8.4(b);
provided that the  Receiving  Party's legal counsel has rendered a legal opinion
to the  Receiving  Party to the effect that such  amendment  would not cause the
Receiving Party to fail to meet the requirements of Section  856(c)(2) or (3) of
the Code.  The escrow  agreement  shall  also  provide  that any  portion of the
Section 8.3 Amount held in escrow for five years shall be released by the escrow
agent to the Paying Party.  The Paying Party shall not be a party to such escrow
agreement and shall not bear any cost of or have  liability  resulting  from the
escrow agreement.

         (c)  Notwithstanding  anything  to  the  contrary  set  forth  in  this
Agreement,  in the event that the  Receiving  Party is  required to file suit to
seek all or a portion of an amount pursuant to Section 8.3, it shall be entitled
to all expenses,  including attorneys' fees and expenses,  which it has incurred
in enforcing its rights hereunder,  provided that payment of such expenses shall
be subject to the limitations of Section 8.4(a)  (determined as if such expenses
were included in the Section 8.3 Amount).

         Section 8.5  AMENDMENT  AND WAIVER.  This  Agreement may not be amended
except by an  instrument  in  writing  signed  on behalf of both of the  parties
hereto and in compliance with applicable law; provided, that, (a) this Agreement
may not be amended  in any  material  respect  following  the West  Shareholders
Approval or East  Shareholders  Approval;  (b) at any time prior to the Closing,
the  parties  hereto may (i) extend the time for the  performance  of any of the

                                       47
<PAGE>

obligations or other acts of the other party hereto, (ii) waive any inaccuracies
in the  representations  and  warranties  contained  herein  or in any  document
delivered  pursuant hereto and (iii) waive compliance with any of the agreements
or conditions  contained  herein (any agreement on the part of a party hereto to
any such  extension  or  waiver  being  valid if set forth in an  instrument  in
writing  signed on behalf of such  party);  and (c) the  approval of each of the
Special  Committees  shall be required for an amendment or  modification of this
Agreement  and  the  approval  of the  Special  Committee  of the  Board  of the
extending or waiving  party shall be required for any  extension by East or West
of the time of the  performance of any obligations or other acts of West or East
and any waiver of any of West's or East's obligations under this Agreement.


                                   ARTICLE IX.

                               GENERAL PROVISIONS

         Section 9.1 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of the
representations and warranties in this Agreement or in any instrument  delivered
pursuant to this Agreement  shall survive the Effective  Time.  This Section 9.1
shall not limit any  covenant or  agreement  of the  parties  which by its terms
contemplates performance after the Effective Time.

         Section 9.2  NOTICES.  All notices and other  communications  hereunder
shall be in writing and shall be deemed given if delivered personally,  sent via
a recognized  overnight  courier with delivery  confirmed in writing or sent via
facsimile with confirmed  receipt to the parties at the following  addresses (or
at such other address for a party as shall be specified by like notice):

         (a)      If to West, to:

                  Pacific Retail Trust
                  8140 Walnut Hill Lane
                  Dallas, Texas  75231
                  Attention: Dennis H. Alberts
                  Fax: (214) 696-9512

                  with a copy to:

                  Mayer, Brown & Platt
                  190 South LaSalle Street
                  Chicago, IL 60603
                  Attention:  Edward J. Schneidman
                  Fax: (312) 701-7711

                                       48
<PAGE>

                  and to:

                  Munger, Tolles & Olson LLP
                  355 South Grand Avenue, 35th Floor
                  Los Angeles, CA  90071-1560
                  Attention:  R. Gregory Morgan
                  Fax:  (213) 687-3702

         (b)      If to East, to:

                  Regency Realty Corporation
                  121 West Forsyth Street, Suite 200
                  Jacksonville, FL  32202
                  Attention: Martin E. Stein, Jr.
                  Fax: (904) 634-3428

                  with a copy to:

                  Foley & Lardner
                  200 Laura Street
                  Jacksonville, FL  32202
                  Attention: Linda Y. Kelso
                  Fax: (904) 359-8700

                  and to:

                  Willkie Farr & Gallagher
                  One Citicorp Center
                  153 East 53rd Street
                  New York, NY  10022
                  Attention:  Cornelius T. Finnegan, III
                  Fax:  (212) 728-8111

         Section 9.3  INTERPRETATION.  The headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation  of this Agreement.  Whenever the words "include,"  "includes" or
"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without limitation."

         Section 9.4 MISCELLANEOUS.  This Agreement (including the documents and
instruments  referred  to  herein)  (a)  constitutes  the entire  agreement  and
supersedes all other prior agreements and understandings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof and
thereof;  (b) shall not be assigned by  operation of law or  otherwise;  and (c)
shall be  governed  in all  respects,  including  validity,  interpretation  and
effect,  by the laws 


                                       49
<PAGE>

of the  State of  Florida  (without  giving  effect  to the  provisions  thereof
relating to conflicts of law).

         Section  9.5   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

         Section 9.6 PARTIES IN INTEREST.  This Agreement  shall be binding upon
and inure  solely to the  benefit of each party  hereto.  Except as  provided in
Section  6.16,  nothing in this  Agreement,  express or implied,  is intended to
confer upon any other  person any rights or  remedies  of any nature  whatsoever
under or by reason of this Agreement.

         Section 9.7  LIMITATION  OF  LIABILITY.  Any  obligation  or  liability
whatsoever  of East or West which may arise at any time under this  Agreement or
any  obligation  or liability  which may be incurred by it pursuant to any other
instrument,  transaction or undertaking  contemplated hereby shall be satisfied,
if at all, only out of East's or West's assets respectively.  No such obligation
or  liability  shall be  personally  binding  upon,  nor  shall  resort  for the
enforcement  thereof  be had  to,  the  property  of  any  of its  shareholders,
trustees,  officers,  employees or agents, regardless of whether such obligation
or liability is in the nature of contract, tort or otherwise.

         Section 9.8 NO PRESUMPTION AGAINST DRAFTER.  Each of the parties hereto
have jointly participated in the negotiation and drafting of this Agreement.  In
the event of an ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by each of the parties hereto
and no presumptions or burdens of proof shall arise favoring any party by virtue
of the authorship of any of the provisions of this Agreement.

                                    * * * * *













                                       50
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their  respective  officers  thereunto duly  authorized as of the date
first written above.

                                      PACIFIC RETAIL TRUST



                                      By: /s/ Dennis H. Alberts
                                               Print name:  Dennis H. Alberts
                                               Its:     President and
                                                        Chief Executive Officer




                                      REGENCY REALTY CORPORATION



                                      By: /s/ Martin E. Stein, Jr.
                                               Print name:  Martin E. Stein, Jr.
                                               Its:     Chairman and
                                                        Chief Executive Officer










                                                                     EXHIBIT 8.2

                    AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT

         THIS AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT (the "Amendment"), dated
as of September 23, 1998, is made by and among Regency Realty Corporation, a
Florida corporation (the "Company"), Security Capital U.S. Realty, a Luxembourg
corporation, and Security Capital Holdings S.A., a Luxembourg corporation
(together with Security Capital U.S. Realty and others specified in the
Stockholders Agreement, "Investor").

                                   BACKGROUND:

         WHEREAS, the Company, Investor and The Regency Group, Inc. entered into
a Stockholders Agreement, dated as of July 10, 1996, as amended by Amendment
No.1 to Stockholders Agreement dated as of February 10, 1997 and by Amendment
No. 2 to Stockholders Agreement dated as of December 4, 1997 (as amended, the
"Stockholders Agreement"); and

         WHEREAS, simultaneously with the execution hereof, the Company and
Pacific Retail Trust, a Maryland real estate investment trust ("West"), have
entered into that certain Agreement and Plan of Merger of even date herewith
(the "Merger Agreement") pursuant to which, among other things and subject to
the terms and conditions set forth in the Merger Agreement, West will merge with
and into the Company at the Effective Time (as defined in the Merger Agreement);
and

         WHEREAS, the parties wish to amend the Stockholders Agreement in
connection with the Merger, and such amendment is a condition to the Merger and
has been agreed to by West; and

         WHEREAS, pursuant to the Merger Agreement, at the meeting of the
Company's stockholders at which the Merger is considered (the "Stockholders
Meeting"), the Company stockholders will also be asked to amend the Company's
Articles of Incorporation to be substantially in the form attached as Exhibit C
to the Articles of Merger and Plan of Merger, which is attached as Exhibit A to
the Merger Agreement, merging West with and into the Company (the "Amended
Charter") and the Company's stockholders will also be asked to approve the
Stockholders Agreement as amended hereby to be effective from and after the
consummation of the transactions contemplated by the Merger Agreement;

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

                  1. Definitions. Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement.

<PAGE>

                  2. Investments in Shopping Center Properties and Purchases of
Interests in Shopping Center Companies.

                           Section 1.20 is hereby restated in its entirety as
follows:

                           "Geographic Region" shall mean the United States of 
America.

                  3. Investor Nominees to the Board.

                  Section 2.1(a) of the Stockholders Agreement is hereby amended
by deleting the first sentence thereof and replacing it with the following
sentence:

                  From and after the Effective Time (as defined in the Merger
                  Agreement) until the next annual or special meeting of
                  stockholders of the Company at, or the next taking of action
                  by written consent of stockholders of the Company with respect
                  to, which any Directors are to be elected, Investor shall have
                  the right (but not the obligation) to have on the Board three
                  Directors (such Directors, the "Investor Nominees"), and the
                  Company shall cause such Investor Nominees to become members
                  of the Board.

                  Section 2.1(a) of the Stockholders Agreement is hereby further
amended by deleting the word "two" each time it appears in such section and
replacing it with the word "three".

                  4. Voting Rights. Section 4.1 of the Stockholders is hereby
amended by deleting the last two sentences thereof and replacing them in their
entirety as follows:

                  With regard to (i) any amendment to the Company Charter or the
                  By-laws of the Company which would reasonably be expected to
                  materially adversely affect Investor, and (ii) any
                  Extraordinary Transaction submitted to a vote of the
                  stockholders of the Company, Investor will vote all shares of
                  Company Common Stock owned by it that represent ownership of
                  in excess of 49% of the outstanding shares of Company Common
                  Stock, in one of the following two manners, at its option: (x)
                  in accordance with the recommendation of the Board, or (y)
                  proportionately in accordance with the votes of the other
                  holders of Company Common Stock. With regard to any
                  Extraordinary Transaction submitted to a vote of the
                  stockholders of the Company which requires the affirmative
                  vote of holders of two-thirds of the shares of Company Common
                  Stock, Investor will vote all shares of Company Common Stock
                  owned by it that represent ownership of in excess of 32% of
                  the outstanding shares of Company Common Stock, in one of the
                  following two manners, at its option: (x) in accordance with
                  the recommendation of the Board, or (y) proportionately in
                  accordance with the votes of the other holders of Company
                  Common Stock.




                                      -2-
<PAGE>

                  5.       Participation Rights.

                  (a) Investor hereby waives any Participation Right it might
have under Section 4.2 of the Stockholders Agreement to acquire Company Common
Stock as a result of the Merger and the transactions contemplated under the
Merger Agreement.

                  (b) Section 4.2 of the Stockholders Agreement is hereby
further amended by deleting the reference to "37.5%" in such section and
replacing it with "49%".

                  6.       Standstill Period; Ownership Limit.

                  (a)      Section 5.1(x) is hereby deleted.

                  (b) The Company hereby waives the applicability of the
restrictions set forth in Section 5.2 of the Stockholders Agreement to the
Merger, the Merger Agreement and the transactions contemplated thereby or hereby
and agrees that such restrictions shall not be violated by the Merger, the
Merger Agreement or the transactions contemplated thereby or hereby.

                  (c) Section 5.2(a)(iii) is hereby restated in its entirety as
follows:

                           (iii) purchase or otherwise acquire shares of Company
                           Common Stock (or options, rights or warrants or other
                           commitments to purchase and securities convertible
                           into (or exchangeable or redeemable for) shares of
                           Company Common Stock) as a result of which, after
                           giving effect to such purchase or acquisition,
                           Investor will own more than 60% of the outstanding
                           shares of Company Common Stock, on a fully diluted
                           basis; provided, however, that if at any time after
                           the Effective Time (as defined in the Merger
                           Agreement) Investor's ownership of Company Common
                           Stock on a fully diluted basis shall have been below
                           45% for a continuous period of 180 days, then from
                           and after such time the foregoing reference in this
                           clause (iii) to "60% of the outstanding shares of
                           Company Common Stock, on a fully diluted basis,"
                           shall be reduced to "49% of the shares of Company
                           Common Stock, on a fully diluted basis".

                  (d) Section 5.8 of the Stockholders Agreement is hereby
amended by deleting the reference in the first sentence thereof to "45% of the
outstanding shares of Company Common Stock" and replacing it with "60% of the
outstanding shares of Company Common Stock, or if the limitation in Section
5.2(a)(iii) of this Agreement shall have been reduced from 60% to 49%, 49% of
the outstanding shares of Company Common Stock".

                  7. Termination Dates. Section 1.18 of the Stockholders
Agreement is hereby amended by deleting all references therein to "15%" and
replacing them with "10%." Section 1.45 of the Stockholders Agreement is hereby
amended by deleting all references therein to "20%" and replacing them with
"15%." Accordingly, all references in the Stockholders Agreement to the "15%
Termination Date" are hereby deleted and replaced with references to the "10%

                                      -3-
<PAGE>

Termination Date" and all references in the Stockholders Agreement to the "20%
Termination Date" are hereby deleted and replaced with references to the "15%
Termination Date".

                  8. Application of Section 5.14 of Company Charter. Section 2
of Amendment No. 2 to the Stockholders Agreement (as referenced in the
definition of the Stockholders Agreement) is no longer applicable and is hereby
deleted.

                  9. Certain Tax Matters.

                  (a) Section 6.1(a)(ii)(B) and Section 6.1(b) of the
Stockholders Agreement are hereby amended by deleting each reference to "30%" in
each such section and replacing it with "22%".

                  (b) Section 6.1 of the Stockholders Agreement and Schedule
6.1(c) to the Stockholders Agreement are hereby amended by deleting each
reference therein to "Section 1296", "Section 1296(a)" and "Section 1296(c)" of
the Code and replacing each such reference with "Section 1297", "Section
1297(a)" and "Section 1297(c)" of the Code, respectively, and by deleting each
reference to "Section 1297", "Section 1297(a)" and "Section 1297(c)" of the Code
and replacing each such reference with "Section 1298", "Section 1298(a)" and
"Section 1298(c)" of the Code, respectively.

                  10. Restriction on Property Portfolio. Investor hereby waives
the applicability of the limitations with respect to shopping centers greater
than 350,000 square feet set forth in Section 6.1(a)(C) of the Stockholders
Agreement to the extent the limitations in such Section are exceeded as a result
of the Merger, the Merger Agreement or the transactions contemplated thereby.

                  11. Condition Precedent. The effectiveness of this Amendment
is subject to the consummation of the Merger and the approval and adoption of
the Amended Charter by the Company stockholders at the Stockholders Meeting,
except that Section 6(b) of this Amendment shall be effective upon execution
hereof. The Company shall not agree or consent to any amendment to the Merger
Agreement, nor grant any waiver thereunder, without in each case the express
written consent of Investor. The Company shall not in any event consummate the
Merger or otherwise effect the transactions contemplated by the Merger Agreement
without each of this Amendment and the Amended Charter simultaneously becoming
effective.

                  12. No Effect on Consistent Terms. All terms of the
Stockholders Agreement not inconsistent with this Amendment shall remain in
place and in full force and effect and shall be unaffected by this Amendment,
and shall continue to apply (i) to the Stockholders Agreement as amended hereby
and (ii) to this Amendment. From and after the date hereof, each reference to
the Stockholders Agreement in any other instrument or document shall be deemed a
reference to the Stockholders Agreement as amended by Amendment No. 1, Amendment
No. 2 and as amended hereby, unless the context otherwise requires.

                                      -4-
<PAGE>

                  13. Headings. The headings contained in this Amendment are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Amendment.

                  14. Counterparts. This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each party hereto and delivered to the other party.














                                      -5-
<PAGE>


         IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of
each of the parties hereto as of the day first above written.

                                       REGENCY REALTY CORPORATION



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


                                       SECURITY CAPITAL HOLDINGS S.A.



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


                                       SECURITY CAPITAL U.S. REALTY



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




                                      -6-
<PAGE>
                                                                       EXHIBIT A

                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                           REGENCY REALTY CORPORATION

         This corporation was incorporated on July 8, 1993 effective July 9,
1993 under the name Regency Realty Corporation. Pursuant to Sections 607.1001,
607.1003, 607.1004 and 607.1006 of the Florida Business Corporation Act,
amendments to Section 5.1(y) and Section 5.14 of the Articles of Incorporation
of Regency Realty Corporation were approved by the Board of Directors at a
meeting held on September 23, 1998, and adopted by the shareholders of the
corporation on [ ], 1998.


         Section 5.1 (y) is hereby amended in its entirety as follows:

                  (y) "Special Shareholder Limit" for a Special Shareholder
shall initially mean 60% of the outstanding shares of Common Stock, on a fully
diluted basis, of the Corporation; provided, however, that if at any time after
the effective date of this Amendment a Special Stockholder's ownership of Common
Stock, on a fully diluted basis, of the Corporation shall have been below 45%
for a continuous period of 180 days, then the definition of "Special Shareholder
Limit" shall mean 49% of the outstanding shares of Common Stock, on a fully
diluted basis, of the Corporation. After any adjustment pursuant to Section 5.8,
the definition of "Special Shareholder Limit" shall mean the percentage of the
outstanding Common Stock as so adjusted, and the definition of "Special
Shareholder Limit" shall also be appropriately and equitably adjusted in the
event of a repurchase of shares of Common Stock of the Corporation or other
reduction in the number of outstanding shares of Common Stock of the
Corporation. Notwithstanding the foregoing, if any Person and its Affiliates
(taken as a whole), other than the Special Shareholder, shall directly or
indirectly own in the aggregate more than 45% of the outstanding shares of
Common Stock, on a fully diluted basis, of the Corporation, the definition of
"Special Shareholder Limit" shall be revised in accordance with Section 5.8 of
the Stockholders Agreement. Notwithstanding the foregoing provisions of this
definition, if, as the result of any Special Shareholder's ownership (taking
into account for this purpose constructive ownership under Section 544 of the
Code, as modified by Section 856(h)(1)(B) of the Code) of shares of Capital
Stock, any Person who is an individual within the meaning of Section 542(a)(2)
of the Code (taking into account the ownership attribution rules under Section
544 of the Code, as modified by Section 856(h) of the Code) and who is the
Beneficial Owner of any interest in a Special Shareholder would be considered to
Beneficially Own more than 9.8% of the outstanding shares of Capital Stock, then
unless such individual reduces his or her interest in the Special Shareholder so
that such Person no longer Beneficially Owns more than 9.8% of the outstanding
shares of Capital Stock, the Special Shareholder Limit shall be reduced to such
percentage as would result in such Person not being considered to Beneficially
Own more than 9.8% of the outstanding Shares of Capital Stock. Notwithstanding
anything contained herein to the contrary, in no event shall the Special
Shareholder Limit be reduced below the Ownership Limit. At the request of the
Special Shareholders, the Secretary of the Corporation shall maintain and, upon


<PAGE>

request, make available to each Special Shareholder a schedule which sets forth
the then current Special Shareholder Limits for each Special Shareholder.


         Section 5.14 is hereby amended in its entirety as follows:

         Section 5.14  Certain Transfers to Non-U.S. Persons Void.

         (a) At any time that Non-U.S. Persons (including Special Shareholders
who will at all times be presumed to be Non-U.S. Persons) own directly or
indirectly 50% or more of the fair market value of the issued and outstanding
shares of Capital Stock of the Corporation, any Transfer of shares of Capital
Stock of the Corporation by any Person (other than a Special Shareholder) to any
Non-U.S. Person (other than a Special Shareholder) on or after the effective
date of this Amendment shall be void ab initio to the fullest extent permitted
under applicable law and the intended transferee shall be deemed never to have
had an interest therein.

         (b) At any time that Non-U.S. Persons (including Special Shareholders
who will at all times be presumed to be Non-U.S. Persons) own directly or
indirectly less than 50% of the fair market value of the issued and outstanding
shares of Capital Stock of the Corporation, any Transfer of shares of Capital
Stock of the Corporation by any Person (other than a Special Shareholder) to any
Person on or after the effective date of this Amendment shall be void ab initio
to the fullest extent permitted under applicable law and the intended transferee
shall be deemed never to have had an interest therein if such Transfer

         (i)      occurs prior to the 10% Termination Date and results in the
                  fair market value of the shares of Capital Stock of the
                  Corporation owned directly or indirectly by Non-U.S. Persons
                  (other than Special Shareholders) comprising 4.9 percent
                  (4.9%) or more of the fair market value of the issued and
                  outstanding shares of Capital Stock of the Corporation; or

         (ii)     results in the fair market value of the shares of Capital
                  Stock of the Corporation owned directly or indirectly by
                  Non-U.S. Persons (including Special Shareholders who will at
                  all times be presumed to be Non-U.S. Persons) comprising fifty
                  percent (50%) or more of the fair market value of the issued
                  and outstanding shares of Capital Stock the Corporation.

         (c) If any of the foregoing provisions is determined to be void or
invalid by virtue of any legal decision, statute, rule or regulation, then the
shares of Capital Stock of the Corporation held or purported to Directors or 
otherwise:e shall, automatically and without the necessity of any action by the 
Board of

         (i)   be prohibited from being voted;

         (ii)  not be entitled to dividends with respect thereto;

                                   -2-
<PAGE>

         (iii) be considered held in trust by the transferee for the benefit
               of the Corporation and shall be subject to the provisions of
               Section 5.3(c) as if such shares of Capital Stock were the 
               subject of a Transfer that violates Section 5.2; and

         (iv)  not be considered outstanding for the purpose of determining a
               quorum at any meeting of shareholders.

         (d) The Special Shareholders may, in their sole discretion, with prior
notice to the Board of Directors, waive, alter or revise in writing all or any
portion of the Transfer restrictions set forth in this Section 5.14 from and
after the date on which such notice is given, on such terms and conditions as
they in their sole discretion determine.


         IN WITNESS WHEREOF, the undersigned Chairman of this corporation has
executed these Articles of Amendment this     day of            , 1998.



                                    -------------------------------
                                    Martin E. Stein, Jr., Chairman and CEO










                                      -3-


                                                                     EXHIBIT 8.3

                          SHAREHOLDER VOTING AGREEMENT


         THIS SHAREHOLDER VOTING AGREEMENT, dated as of September 23, 1998, is
entered into by and among Regency Realty Corporation, a Florida corporation
("East"), Pacific Retail Trust, a Maryland real estate investment trust
("West"), Security Capital U.S. Realty, a Luxembourg corporation ("U.S.
Realty"), and its wholly-owned subsidiary, Security Capital Holdings, S.A., a
Luxembourg corporation ("SCH," and together with U.S. Realty, "Shareholder").

         WHEREAS, as of the date hereof SCH beneficially owns 11,720,216 shares
of common stock, $0.01 par value per share ("East Common Stock"), of East (all
such shares and any shares of East Common Stock that hereafter become
beneficially owned by the SCH prior to the termination of this Agreement being
referred to herein as the "East Shares" and collectively with the West Shares,
the "Shares"), representing 45.96% of the issued and outstanding shares of East
Common Stock as of the date hereof;

         WHEREAS, as of the date hereof SCH beneficially owns 46,985,458.985
shares of $0.01 par value per share ("West Common Stock"), of West (all such
shares and any shares of West Common Stock that hereafter become beneficially
owned by the SCH prior to the termination of this Agreement being referred to
herein as the "West Shares"), representing 69.93% of the issued and outstanding
shares of West Common Stock as of the date hereof;

         WHEREAS, concurrently herewith, West and East are entering into an
Agreement and Plan of Merger (as such Agreement may hereafter be amended from
time to time, the "Merger Agreement"), pursuant to which, upon the terms and
subject to the conditions thereof, West will merge with and into East (the
"Merger"); and

         WHEREAS, as a condition to the willingness of East and West to enter
into the Merger Agreement, each of East and West has requested that Shareholder
agree, and, in order induce East and West to enter into the Merger Agreement,
Shareholder has agreed, to the matters addressed herein;

         NOW, THEREFORE, in consideration of the premises and of the mutual
representations warranties, covenants and agreements set forth herein and in the
Merger Agreement, the parties hereto, intending to be legally bound, hereby
agree as follows:



                                       1
<PAGE>

                                    ARTICLE I

         Section 1.01. Voting of Shares; Further Assurances. Subject to the
terms and conditions of this Agreement, SCH will vote all of the East Shares and
West Shares, as the case may be, that it owns of record on the respective record
dates for voting at the Special Meetings (or will execute written consents with
respect to such Shares) (i) in favor of the adoption of the Merger Agreement and
approval of the Merger and the other transactions contemplated by the Merger
Agreement, (ii) against any East Alternative Proposal or West Alternative
Proposal (each as defined in the Merger Agreement), (iii) in favor of the
amendment of the Articles of Incorporation of East substantially in the form
attached hereto as Exhibit A (iv) in favor of the amendments to East's Long Term
Omnibus Plan increasing the shares available for award thereunder as
contemplated by the Merger Agreement, by such additional number as shares as may
be determined by the East Compensation Committee and making any other changes
necessary to permit East to assume West Options on the terms set forth in the
Merger Agreement and (v) in favor of any other matter necessary to the
consummation of the Merger and the other transactions contemplated by the Merger
Agreement and considered and voted upon at a Special Meeting (or as to which
written consents are solicited). SCH will cause any East Shares and West Shares,
as the case may be, owned by it beneficially, but not of record, on the
respective record dates for voting at the Special Meetings (or will cause
written consents to be executed with respect to such Shares) to be voted in
accordance with the foregoing. Shareholder acknowledges receipt and review of a
copy of the Merger Agreement prior to the execution thereof and hereof.

         Section 1.02. No Solicitation. Subject to the terms and conditions of
this Agreement, prior to the Effective Time (as defined in the Merger
Agreement), (a) Shareholder shall not, and shall not permit any of its officers,
directors, employees, subsidiaries, agents or representatives (including,
without limitation, any investment banker, attorney or accountant retained by
it) to directly or indirectly, (i) initiate, solicit, or encourage, any
inquiries or the making or implementation of any proposal or offer (including,
without limitation, any proposal or offer to East's or West's shareholders) with
respect to an East Alternative Proposal or a West Alternative Proposal or (ii)
engage in any negotiations concerning, or provide any confidential information
or data to, or have any discussions with, any person relating to an East
Alternative Proposal or a West Alternative Proposal, or otherwise facilitate any
effort or attempt to make or implement an East Alternative Proposal or a West
Alternative Proposal; and (b) Shareholder will notify East and West immediately
if any such inquiries or proposals are received by, any such information is
requested from, or any such negotiations or discussions are sought to be
initiated or continued with, it, and East or West, as the case may be, will
notify Shareholder immediately if any such inquiries or proposals are received
by, any such information is requested from, or any such negotiations or
discussions are sought to be initiated or continued with, it; provided, however,
that the foregoing shall not prevent any discussions or other communications
between or among Shareholder, West, and East.

                                       2
<PAGE>

         Section 1.03. Termination of Certain Restrictions in Certain Events. If
the West Board validly exercises any of its rights under clauses (i) through
(iv) of the first proviso to Section 5.4(b) of the Merger Agreement, Shareholder
shall be relieved of the prohibition set forth in clause (a)(ii) of Section 1.02
of this Agreement with respect to, but only with respect to, the particular West
Alternative Proposal and third party making it that gives rise to the West Board
exercising such rights and only for so long as the West Board continues to
exercise such rights. If the East Board validly exercises any of its rights
under the clauses (i) through (iv) of the first proviso to Section 5.4(a) of the
Merger Agreement, Shareholder shall be relieved of the prohibition set forth in
clause (a)(ii) of Section 1.02 of this Agreement with respect to, but only with
respect to, the particular East Alternative Proposal and third party making it
that gives rise to the East Board exercising such rights and only for so long as
the East Board continues to exercise such rights.

         Section 1.04. Termination of Certain Agreements. As of the Effective
Time (as defined in the Merger Agreement), that certain Investor Agreement dated
as of October 20, 1995 between SCH and West shall terminate automatically,
without any action being required by SCH or West. Neither SCH nor West shall
thereafter have any further obligation under the Investor Agreement.

         Section 1.05. Conduct of Business of West Management. Shareholder
hereby covenants that it shall cause West Management Company to act and carry on
its business in the usual, regular and ordinary course of business consistent
with past practice and with Section 5.2 of the Merger Agreement.


                                   ARTICLE II

         Section 2.01. Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like changes of address) or sent by electronic transmission to the telecopier
number specified below:

         If to East, to:

                  Regency Realty Corporation
                  121 West Forsyth Street, Suite 200
                  Jacksonville, FL  32202
                  Attention: Martin E. Stein, Jr.
                  Fax: (904) 634-3428

                                       3
<PAGE>

          with a copy to:

                  Foley & Lardner
                  2000 Laura Street
                  Jacksonville, Florida  32205
                  Attention: Linda Kelso
                  Fax: (904) 359-8700

         If to West, to:

                  Pacific Retail Trust
                  8140 Walnut Lane
                  Dallas, Texas  75231
                  Attention: Dennis H. Alberts
                  Fax: (214) 696-9512

         with a copy to:

                  Mayer, Brown & Platt
                  190 South LaSalle Street
                  Chicago, Illinois  60603
                  Attention: Edward J. Schneidman
                  Fax:  (312) 701-7711

         If to Shareholder, to:

                  Security Capital U.S. Realty
                  69, Route d' Esch
                  L-1470 Luxembourg
                  Attention: Ariel Amir

         and with a copy to:

                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, New York  10019-6540
                  Attention: Adam O. Emmerich
                  Fax: (212) 403-2234

         Section 2.02. Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         Section 2.03. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all 

                                       4
<PAGE>

other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforce, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.

         Section 2.04. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.

         Section 2.05. Certain Events. SCH agrees that this Agreement and the
obligations hereunder shall attach to each of SCH's Shares and shall be binding
upon any person to which legal or beneficial ownership (as such term is applied
under Rule 13d-3 of the Exchange Act) of such Shares shall pass, whether by
operation of law or otherwise. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all obligations under this
Agreement of the transferor.

         Section 2.06. Assignment. This Agreement shall not be assigned by
operation of law or otherwise.

         Section 2.07. Parties in Interest. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any person
any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.


         Section 2.08. Specific Performance. The parties hereto agree that
irreparable damages would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.

         Section 2.09. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida without giving
effect to principles of conflicts of laws.

         Section 2.10. Counterparts. This Agreement may be executed by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but both of which, taken together, shall
constitute one and the same agreement.

         Section 2.11. Termination. This Agreement shall terminate automatically
and immediately upon the earlier of (a) termination of the Merger Agreement in
accordance 

                                       5
<PAGE>

with the terms of Article 8 thereof and (b) the consummation of the Merger.

         Section 2.12. Definitions. Any capitalized term used in this Agreement
that is not otherwise defined herein has the meaning given to it in the Merger
Agreement.

         Section 2.13. Limitation of Liability. Any obligation or liability
whatsoever of East or West which may arise at any time under this Agreement or
any obligation or liability which may be incurred by it pursuant to any other
instrument, transaction or undertaking contemplated hereby shall be satisfied,
if at all, only out of East's or West's assets respectively. No such obligation
or liability shall be personally binding upon, nor shall resort for the
enforcement thereof be had to, the property of any of its shareholders,
trustees, officers, employees or agents, regardless of whether such obligation
or liability is in the nature of contract, tort or otherwise.













                                       6
<PAGE>

         Section 2.14. No Presumption Against Drafter. Each of the parties
hereto have jointly participated in the negotiation and drafting of this
Agreement. In the event of an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by each of the parties hereto and no presumptions or burdens of proof shall
arise favoring any party by virtue of the authorship of any of the provisions of
this Agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective, duly authorized officers, as of the date first
above written.


         REGENCY REALTY CORPORATION


         By:_________________________
              Name:
              Title:



         PACIFIC RETAIL TRUST


         By: _________________________
              Name:
              Title:


         SECURITY CAPITAL HOLDINGS S.A.



         By: _________________________
              Name:
              Title:


         SECURITY CAPITAL U.S. REALTY


         By: _________________________
              Name:
              Title:



                                       7

                                                                     EXHIBIT 8.4
                         TRANSFER RESTRICTION AGREEMENT

         THIS TRANSFER RESTRICTION AGREEMENT, dated as of September 23, 1998, is
entered into by and between Pacific Retail Trust, a Maryland real estate
investment trust ("West"), and Security Capital Holdings S.A., a Luxembourg
corporation ("Shareholder").

         WHEREAS, as of the date hereof Shareholder beneficially owns 11,720,216
shares of common stock, $0.01 par value per share ("East Common Stock"), of
Regency Realty Corporation, a Florida corporation ("East") (all such shares and
any shares of East Common Stock that hereafter become beneficially owned by
Shareholder prior to the termination of this Agreement being referred to herein
as the "East Shares"), representing 45.96% of the issued and outstanding shares
of East Common Stock as of the date hereof;

         WHEREAS, concurrently herewith, West and East are entering into an
Agreement and Plan of Merger (as such Agreement may hereafter be amended from
time to time, the "Merger Agreement"), pursuant to which, upon the terms and
subject to the conditions thereof, West will merge with and into East (the
"Merger"); and

         WHEREAS, as a condition to the willingness of West to enter into the
Merger Agreement, West has requested that Shareholder agree, and, in order
induce West to enter into the Merger Agreement, Shareholder has agreed, to the
matters addressed herein.

         NOW, THEREFORE, in consideration of the premises and of the mutual
representations warranties, covenants and agreements set forth herein and in the
Merger Agreement, the parties hereto, intending to be legally bound, hereby
agree as follows:

         SECTION 1. TRANSFER OF SHARES. Subject to the terms and conditions of
this Agreement, until the earlier of (i) the termination of the Merger Agreement
or (ii) the close of business on the date of the later to occur of the special
meetings of shareholders of East and West called to consider and vote upon the
Merger (including any adjournments thereof, the "Special Meetings") and except
as otherwise provided herein, Shareholder will not, and will cause any record
holder of East Shares not to, (a) sell or otherwise dispose of any of the East
Shares (provided that the foregoing shall not preclude a pledge of East Shares
as security with respect to a bona fide loan from a financial institution), (b)
deposit any of the East Shares into a voting trust or enter into a voting
agreement or arrangement (other than this Agreement) with respect to any of the
East Shares or grant any proxy with respect thereto, or (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, assignment, transfer or other disposition of any of the East
Shares.

         SECTION 2. NOTICES. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered, mailed or transmitted, and shall be effective
upon receipt, if delivered personally, 

                                       1
<PAGE>

mailed  by  registered  or  certified  mail  (postage  prepaid,  return  receipt
requested) to the parties at the  following  addresses (or at such other address
for a party  as  shall be  specified  by like  changes  of  address)  or sent by
electronic transmission to the telecopier number specified below:

                  If to West, to:

                           Pacific Retail Trust
                           8140 Walnut Hill Lane
                           Dallas, Texas 75231
                           Attention:  Dennis H. Alberts
                           Fax:  (214) 696-9512

                  With a copy to:

                           Munger, Tolles & Olson LLP
                           355 South Grand Avenue, 35th Floor
                           Los Angeles, California  90071
                           Attention:  R. Gregory Morgan
                           Fax:  (213) 687-3702

                  and to:

                           Mayer, Brown & Platt
                           190 South LaSalle Street
                           Chicago, Illinois 60603
                           Attention:  Edward J. Schneidman
                           Fax:  (312) 701-7711

                  If to Shareholder, to:

                           Security Capital Holdings S.A.
                           69, Route d'Esch
                           L-1470 Luxembourg
                           Attention:  Ariel Amir

                  With a copy to:

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, New York 10019
                           Attention: Adam O. Emmerich
                           Fax: (212) 403-2234

                                       2
<PAGE>

         SECTION 3. HEADINGS.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         SECTION 4. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforce, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

         SECTION 5. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.

         SECTION 6. CERTAIN EVENTS. Shareholder agrees that this Agreement and
the obligations hereunder shall attach to each of Shareholder's East Shares and
shall be binding upon any person to which legal or beneficial ownership (as such
term is applied under Rule 13d-3 of the Exchange Act) of such East Shares shall
pass, whether by operation of law or otherwise. Notwithstanding any transfer of
East Shares, the transferor shall remain liable for the performance of all
obligations under this Agreement of the transferor.

         SECTION 7. ASSIGNMENT; AMENDMENT. This Agreement shall not be assigned
by operation of law or otherwise. This Agreement may not be amended except in
writing signed by each of the parties hereto and without the prior written
consent of East.

         SECTION 8. PARTIES IN INTEREST. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any person
any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

         SECTION 9. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damages would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.

         SECTION 10. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida, without giving
effect to principles of conflicts of laws.

                                       3
<PAGE>

         SECTION 11. COUNTERPARTS. This Agreement may be executed by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but both of which, taken together, shall
constitute one and the same agreement.

         SECTION 12. TERMINATION. This Agreement shall terminate automatically
and immediately upon the earlier of (a) termination of the Merger Agreement in
accordance with the terms of Article 8 thereof and (b) the consummation of the
Merger.

         SECTION 13. DEFINITIONS. Any capitalized terms used in this Agreement
that are not otherwise defined herein has the meaning given to it in the Merger
Agreement.

         SECTION 14. LIMITATION OF LIABILITY. Any obligation or liability
whatsoever of West which may arise at any time under this Agreement or any
obligation or liability which may be incurred by it pursuant to any other
instrument, transaction or undertaking contemplated hereby shall be satisfied,
if at all, only out of West's assets. No such obligation or liability shall be
personally binding upon, nor shall resort for the enforcement thereof be had to,
the property of any of its shareholders, trustees, officers, employees or
agents, regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.

         SECTION 15. NO PRESUMPTION AGAINST DRAFTER. Each of the parties hereto
have jointly participated in the negotiation and drafting of this Agreement. In
the event of an ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by each of the parties hereto
and no presumptions or burdens of proof shall arise favoring any party by virtue
of the authorship of any of the provisions of this Agreement.











                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective, duly authorized officers, as of the date first
above written.

                                       PACIFIC RETAIL TRUST



                                       By: 
                                           Dennis H. Alberts
                                           President and Chief Executive Officer


                                       SECURITY CAPITAL HOLDINGS S.A.



                                       By:
                                          -----------------------------












                                       5

                                                                     EXHIBIT 8.5

                         TRANSFER RESTRICTION AGREEMENT


         THIS TRANSFER RESTRICTION AGREEMENT, dated as of September 23, 1998, is
entered  into  by and  among  Security  Capital  Holdings,  S.A.,  a  Luxembourg
corporation  ("SCH"),  and Regency  Realty  Corporation,  a Florida  corporation
("Regency").

         WHEREAS,  as of the date  hereof SCH owns  beneficially  46,985,458.985
shares of beneficial  interest,  $0.01 par value per share ("PRT Common Stock"),
of Pacific Retail Trust, a Maryland real estate  investment trust ("PRT"),  (all
such  shares  and  any  shares  of  PRT  Common  Stock  that  hereafter   become
beneficially  owned by SCH  prior to the  termination  of this  Agreement  being
referred to herein as the "PRT Shares");

         WHEREAS,  PRT and Regency are entering  into an  Agreement  and Plan of
Merger of even date  herewith (as such  Agreement  may hereafter be amended from
time to time,  the "Merger  Agreement"),  pursuant to which,  upon the terms and
subject to the  conditions  thereof,  PRT will merge with and into  Regency (the
"Merger");

         WHEREAS,  concurrently herewith, Regency, PRT, SCH and Security Capital
U.S. Realty, a Luxembourg corporation and the parent of SCH, are entering into a
Voting  Agreement  (the  "Voting  Agreement"),  pursuant  to which,  among other
things, SCH has agreed to vote its PRT Shares in favor of the Merger;

         WHEREAS,  as a condition  of  Regency's  willingness  to enter into the
Merger  Agreement,  Regency has requested that SCH agree, and in order to induce
Regency to enter into the  Merger  Agreement,  SCH has  agreed,  to the  matters
addressed herein;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
representations,  warranties,  covenants and  agreements set forth herein and in
the Merger Agreement,  the parties hereto, intending to be legally bound, hereby
agree as follows:

                  1. TRANSFER OF PRT SHARES. Subject to the terms and conditions
of this  Agreement,  until the  earlier  of (i) the  termination  of the  Merger
Agreement  in  accordance  with its terms and (ii) the close of  business on the
date of the later to occur of the special  meetings of  shareholders  of PRT and
Regency called to consider and vote upon the Merger  (including any adjournments
thereof)  and  except as  otherwise  provided  herein,  SCH will not (a) sell or
otherwise  dispose of any of the PRT Shares  (provided that the foregoing  shall
not preclude a pledge of PRT Shares as security with respect to a bona fide loan
from a financial  institution),  (b) deposit any of the PRT Shares into a voting
trust or enter into a voting  agreement  or  arrangement  (other than the Voting
Agreement) with respect to any of the PRT Shares or grant any proxy with respect
thereto,  or (c)  enter  into  any  contact,  option  or  other  arrangement  or
undertaking with respect to the direct or indirect sale, assignment, transfer or
other disposition of any of the PRT Shares.

                  2.  SPECIFIC  PERFORMANCE.   The  parties  hereto  agree  that
irreparable damages would occur in the event any provision of this Agreement was
not performed in 

<PAGE>

accordance  with the terms  hereof and that the  parties  shall be  entitled  to
specific performance of the terms hereof, in addition to any other remedy at law
or in equity.

                  3.  GOVERNING  LAW. This  Agreement  shall be governed by, and
construed in accordance  with, the laws of the State of Florida,  without giving
effect to principles of conflict of laws.

                  4.  COUNTERPARTS.  This  Agreement  may  be  executed  by  the
different parties hereto in separate  counterparts,  each of which when executed
shall be  deemed to be an  original  but both of which,  taken  together,  shall
constitute one and the same agreement.

                  5. AMENDMENT.  This Agreement shall not be amended without the
written consent of PRT and the parties hereto.

                  6. NOTICES. All notices and other communications given or made
pursuant  hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered, mailed or transmitted,  and shall be effective
upon receipt,  if delivered  personally,  mailed by registered or certified mail
(postage  prepaid,  return  receipt  requested)  to the parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
changes of address) or sent by electronic  transmission to the telecopier number
specified below:

                  If to Regency, to:

                  Regency Realty Corporation
                  121 Forsyth Street, Suite 200
                  Jacksonville, Florida  32202
                  Attention:  Martin E. Stein, Jr.
                  Fax:  (904) 354-3448

                  and to:

                  Foley & Lardner
                  200 Laura Street
                  Jacksonville, Florida 32205
                  Attention:          Linda Y. Kelso
                  Fax:     (904) 359-8700

                  If to SCH, to

                  c/o Security Capital Holdings, S.A.
                  69 Route d'Esch
                  L-1470 Luxembourg
                  Attention:  Ariel Amir
                  and to:

                                      -2-
<PAGE>

                  Wachtell, Lipton, Rosen & Katz
                  51 West 52nd Street
                  New York, New York  10019-6150
                  Attention:  Adam O. Emmerich
                  Fax:     (212)403-2234

                  7. ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire
agreement of the parties and supersedes all prior  agreements and  undertakings,
both written and oral, between the parties,  or any of them, with respect to the
subject matter hereof.

                  8.  ASSIGNMENT.  This  Agreement  shall  not  be  assigned  by
operation of law or otherwise.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective,  duly authorized  officers,  as of the date first
above written.

                                       Regency Realty Corporation




                                       By:
                                       Name:
                                       Title:





                                       Security Capital Holdings, S.A.




                                       By:
                                       Name:
                                       Title:






                                      -3-


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