WESTFIELD AMERICA INC, S-11/A, 1997-04-11

WESTFIELD AMERICA INC
S-11/A, 1997-04-11
OPERATORS OF NONRESIDENTIAL BUILDINGS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997

REGISTRATION NO. 333-22731

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

AMENDMENT NO. 1
TO
FORM S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
-------------------

WESTFIELD AMERICA, INC.

(Exact name of Registrant as specified in governing instruments)

11601 WILSHIRE BOULEVARD
12TH FLOOR
LOS ANGELES, CALIFORNIA 90025

(Address of principal executive offices)
------------------------

ROBERT P. BERMINGHAM
11601 WILSHIRE BOULEVARD
12TH FLOOR
LOS ANGELES, CALIFORNIA 90025

(Name and address of agent for service)
-------------------

COPIES TO:

<TABLE>
<S> <C>
BARRY MILLS, ESQ. GREGG A. NOEL, ESQ.
DEBEVOISE & PLIMPTON SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
875 THIRD AVENUE 300 SOUTH GRAND AVENUE
NEW YORK, NEW YORK 10022 LOS ANGELES, CALIFORNIA 90071
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
-------------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AGGREGATE OFFERING AMOUNT OF REGISTRATION
BEING REGISTERED PRICE(1) FEE
<S> <C> <C>
Shares of Common Stock, par value $.01................................ $460,000,000 $139,393.94
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
-------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
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WESTFIELD AMERICA, INC.

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

CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION IN PROSPECTUS OR
REGISTRATION
STATEMENT OF INFORMATION REQUIRED BY ITEMS 1-29 OF FORM S-11

<TABLE>
<CAPTION>
FORM S-11
ITEM NUMBER AND CAPTIONS LOCATION OR HEADING IN PROSPECTUS
----------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus........................... Forepart of Registration Statement; Outside Front
Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus......................................... Inside Front Cover Page of Prospectus; Outside Back
Cover Page of Prospectus

3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.......................... Prospectus Summary; Risk Factors; Business and
Properties

4. Determination of Offering Price ..................... Outside Front Cover Page of Prospectus; Risk Factors;
Underwriters

5. Dilution............................................. Risk Factors; Dilution

6. Selling Security Holders............................. Not Applicable

7. Plan of Distribution................................. Outside Front Cover Page of Prospectus; Prospectus
Summary; Distributions; Description of Capital Stock;
Shares Eligible for Future Sale; Underwriters

8. Use of Proceeds...................................... Prospectus Summary; Use of Proceeds

9. Selected Financial Data.............................. Selected Financial Data; Pro Forma Financial
Information

10. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ Management's Discussion and Analysis of Financial
Condition and Results of Operations

11. General Information as to Registrant................. Prospectus Summary; The Company; Business and
Properties; The Company's Strategy for Operations and
Growth; Policies and Objectives with Respect to
Investments, Financing and Other Activities

12. Policy With Respect to Certain Activities............ Prospectus Summary; Risk Factors; Policies and
Objectives with Respect to Investments, Financing and
Other Activities; Certain Provisions of the Company's
Articles of Incorporation and By-Laws and of Missouri
Law; Additional Information
</TABLE>

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<TABLE>
<CAPTION>
FORM S-11
ITEM NUMBER AND CAPTIONS LOCATION OR HEADING IN PROSPECTUS
----------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
13. Investment Policies of Registrant.................... Prospectus Summary; Risk Factors; Policies and
Objectives with Respect to Investments, Financing and
Other Activities; Certain Provisions of the Company's
Articles of Incorporation and By-Laws and of Missouri
Law; Additional Information

14. Description of Real Estate........................... Prospectus Summary; Risk Factors; Business and
Properties; The Company's Strategy for Operations and
Growth; Management's Discussion and Analysis of
Financial Condition and Results of Operations

15. Operating Data....................................... Business and Properties; Selected Financial
Information; Pro Forma Financial Information; Index
to Financial Statements

16. Tax Treatment of Registrant and Its Security-
Holders............................................ Prospectus Summary; Risk Factors; Federal Income Tax
Considerations; ERISA Considerations

17. Market Price of and Dividends on the Registrant's
Common Equity and Related Shareholder Matters...... Prospectus Summary; Risk Factors--Absence of Prior
Public Market for Shares; Shares Available for Future
Sale; Sources of Additional Funds; Distributions;
Principal Shareholders; Certain Provisions of the
Company's Articles of Incorporation and By-Laws and
of Missouri Law

18. Description of Registrant's Securities............... Outside Front Cover Page of Prospectus; Prospectus
Summary; Risk Factors; Description of Capital Stock;
Certain Provisions of the Company's Articles of
Incorporation and By-Laws and of Missouri Law

19. Legal Proceedings.................................... Business and Properties--Legal Proceedings

20. Security Ownership of Certain Beneficial Owners and
Management......................................... Prospectus Summary; The Company; Business and
Properties; Principal Shareholders

21. Directors and Executive Officers..................... Management

22. Executive Compensation............................... Management

23. Certain Relationships and Related Transactions....... Prospectus Summary--The Company; Risk Factors; The
Company; Business and Properties; The Company's
Strategy for Operations and Growth; Management;
Advisory and Management Services to the Company;
Certain Transactions; Principal Shareholders
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
FORM S-11
ITEM NUMBER AND CAPTIONS LOCATION OR HEADING IN PROSPECTUS
----------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
24. Selection, Management and Custody of Registrant's
Investments........................................ Risk Factors; The Company--Westfield Holdings;
Business and Properties; Advisory Management and
Development Services to the Company; Certain
Transactions; Policies and Objectives with Respect to
Investments, Financing and Other Activities

25. Policies with Respect to Certain Transactions........ Risk Factors; The Company--Westfield Holdings;
Business and Properties; The Company's Strategy for
Operations and Growth; Policies and Objectives with
Respect to Investments, Financing and Other
Activities; Management; Certain Transactions;
Principal Shareholders

26. Limitations of Liability............................. Risk Factors; Business and Properties; Certain
Provisions of the Company's Articles of Incorporation
and By-Laws and of Missouri Law; Limitation on
Liability of Directors; Indemnification of Directors
and Officers

27. Financial Statements and Information................. Selected Financial Information; Index to Financial
Statements

28. Interests of Named Experts and Counsel............... Experts; Legal Matters

29. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities..................... Not Applicable
</TABLE>

iii
<PAGE>
EXPLANATORY NOTE

Since the date of its last filing, the Company has changed its name from
"CenterMark Properties, Inc." to "Westfield America, Inc."

This Registration Statement contains two forms of prospectus: one to be used
in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and another to be used in a concurrent international offering (the
"International Prospectus"). The two prospectuses will be identical in all
material respects except for the front and back cover pages and the section
entitled "Underwriting." The form of the U.S. Prospectus is included herein,
with the alternate cover pages of the International Prospectus and the section
entitled "Underwriting" immediately following the U.S. Prospectus. The alternate
pages are labeled to identify their intended uses.

iv
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION, DATED APRIL 11, 1997

WESTFIELD AMERICA, INC.

COMMON STOCK
------------------------

Westfield America, Inc. (formerly known as CenterMark Properties, Inc.) (the
"Company"), a Missouri corporation incorporated in 1924, is engaged in owning,
operating, leasing, developing, redeveloping and acquiring super regional and
regional shopping centers and power centers located primarily in major
metropolitan areas in the United States. The Company's portfolio consists of
interests in 13 super regional and six regional shopping centers and three power
centers containing approximately 19.2 million square feet of gross leasable area
(together, the "Centers") and 13 separate department store properties. The
Company has engaged subsidiaries of Westfield Holdings Limited (individually,
"Westfield Holdings Limited" and collectively with its subsidiaries, "Westfield
Holdings"), an Australian public corporation listed on the Australian Stock
Exchange Limited (the "ASX"), to provide advisory, management and development
services to the Company and the Centers. The Company will use $145 million of
the proceeds of the Offerings (as defined below) to make a non-recourse loan to
Westfield Holdings secured by its indirect 50% interest in Garden State Plaza, a
super regional shopping center. The loan will provide the Company with a
substantial economic interest in the revenues from Garden State Plaza. The
Company is organized and operated as a real estate investment trust ("REIT") and
expects to continue to be operated as a REIT for Federal income tax purposes.
The Company intends to continue to pay regular quarterly distributions.

All of the shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock"), of the Company offered hereby are being sold by the
Company. Of the Shares being offered, Shares are being offered initially
in the United States and Canada by the U.S. Underwriters (the "U.S. Offering")
and the remaining Shares are being offered initially outside the United
States and Canada by the International Managers (the "International Offering"
and, together with the U.S. Offering, the "Offerings"). Application has been
made to list the Common Stock on the New York Stock Exchange under the symbol
"WEA." Prior to the Offerings, there has been no public market for the Common
Stock. It is currently anticipated that the initial public offering price will
be between $ and $ per Share. See "Underwriting" for a discussion of
the factors considered in determining the initial public offering price. The
Company's articles of incorporation impose limitations, subject to certain
limited exceptions, on the number of shares of capital stock that may be
directly or indirectly owned by any person or affiliated group. See "Description
of Capital Stock--Restrictions on Ownership and Transfer."

Upon consummation of the Offerings and concurrent transactions, Westfield
America Trust ("WAT"), an Australian public property trust, will own % and
Westfield Holdings will own %, of the outstanding Common Stock on a
fully-diluted basis. The Shares offered hereby represent approximately % of
all shares of Common Stock that will be issued and outstanding after the
Offerings and concurrent transactions on a fully-diluted basis.

SEE "RISK FACTORS" BEGINNING ON PAGE 21 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK, INCLUDING:

- POSSIBLE CONFLICTS OF INTEREST AMONG WESTFIELD HOLDINGS, THE LOWY FAMILY,
WAT AND THE OTHER SHAREHOLDERS OF THE COMPANY.

- RELIANCE BY THE COMPANY ON WESTFIELD HOLDINGS FOR ADVISORY, MANAGEMENT AND
DEVELOPMENT SERVICES SUCH THAT THE COMPANY IS NOT CURRENTLY ABLE TO
OPERATE WITHOUT WESTFIELD HOLDINGS.

- THE ABILITY OF WESTFIELD HOLDINGS, THE LOWY FAMILY AND WAT TO EXERCISE
SIGNIFICANT INFLUENCE OVER THE BUSINESS AND POLICIES OF THE COMPANY.

- LIMITATIONS ON THE SHAREHOLDERS' ABILITY TO CHANGE CONTROL OF THE COMPANY
DUE TO SIGNIFICANT OWNERSHIP BY WESTFIELD HOLDINGS AND WAT AND DUE TO
RESTRICTIONS ON OWNERSHIP OF MORE THAN % OF THE SHARES OF CAPITAL STOCK
BY OTHER SHAREHOLDERS.

- RISKS GENERALLY INHERENT IN RETAIL REAL ESTATE INVESTMENTS, SUCH AS RISKS
FROM CHANGES IN ECONOMIC CONDITIONS, REDEVELOPMENT RISK, COMPETITION FROM
OTHER SHOPPING CENTERS AND OTHER FORMS OF RETAILING AND FINANCIAL
DIFFICULTIES OR BANKRUPTCIES OF TENANTS OR ANCHORS.

- RISKS NORMALLY ASSOCIATED WITH DEBT FINANCING, INCLUDING POSSIBLE
INABILITY TO REFINANCE BALLOON PAYMENTS AND THE RISK OF HIGHER INTEREST
RATES.

- TAXATION OF THE COMPANY AS A REGULAR CORPORATION AND RESULTING ADVERSE
CONSEQUENCES IF IT FAILS TO CONTINUE TO QUALIFY AS A REIT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share..................................... $ $ $
Total (3)..................................... $ $ $
</TABLE>

(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting estimated expenses of $ payable by the Company.

(3) The Company has granted to the U.S. Underwriters and the International
Managers options, exercisable for a period of 30 days after the date of the
Prospectus, to purchase up to an aggregate of and additional
shares of Common Stock, respectively, solely to cover over-allotments. If
all such shares of Common Stock are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $
and $ , respectively. See "Underwriting."

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

The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by the Underwriters, and subject to
their right to withdraw, modify, cancel and reject orders in whole or in part.
It is expected that delivery of the Shares offered hereby will be made in New
York City on or about May , 1997.

------------------------
MERRILL LYNCH & CO.

DEAN WITTER REYNOLDS INC.

FURMAN SELZ

GOLDMAN, SACHS & CO.

PRUDENTIAL SECURITIES INCORPORATED

------------
The date of this Prospectus is , 1997
<PAGE>

Map showing the locations of Westfield America, Inc.'s shopping centers
throughout the United States and identifying the redevelopment projects over a
five-year period; photograph of Montgomery Mall; aerial photographs of Garden
State Plaza, Topanga Plaza, Annapolis Mall, West County Center, Meriden Square,
Plaza Bonita, Mid Rivers Mall, Plaza at West Covina; interior photographs of
Montgomery Mall, Trumbull Shopping Park, Annapolis Mall, Mission Valley Center,
Vancouver Mall, Plaza Camino Real and Connecticut Post Mall.

Certain persons participating in these offerings may engage in transactions that
stabilize, maintain, or otherwise affect the price of the shares of Common
Stock. Such transactions may include stabilizing the purchase of Common Stock to
cover syndicate short positions and the imposition of penalty bids. For a
description of these activities, see "Underwriting."

Certain information relating to Westfield Holdings Limited, Westfield Trust
(as defined in the Glossary) and WAT has been included in this Prospectus. Each
such entity reports its financial results, and its securities trade on the
Australian Stock Exchange, in Australian currency. As used herein, references to
"$," "U.S.$" and "U.S. dollars" are references to U.S. currency and references
to "Aus.$" and "Australian dollars" are references to Australian currency.

2
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary....................................................................................... 3
The Company.............................................................................................. 3
Westfield Holdings....................................................................................... 4
Westfield America Trust.................................................................................. 6
Risk Factors............................................................................................. 6
Business and Properties.................................................................................. 7
The Centers............................................................................................ 7
The Company's Strategy for Operations and Growth....................................................... 12
Company Structure and History............................................................................ 13
Financing Policies....................................................................................... 16
Federal Income Tax Considerations and Tax Status of the Company.......................................... 16
The Offerings............................................................................................ 17
Distributions............................................................................................ 17
Summary Financial Data................................................................................... 19
Risk Factors............................................................................................. 21
Limitations on Acquisitions and Change in Control...................................................... 23
Risks Generally Inherent in Real Estate Investment..................................................... 23
Risks Associated with Debt Financing................................................................... 26
Adverse Consequences of Failure to Qualify as a REIT................................................... 28
Possible Taxation on Capital Gains..................................................................... 30
Distributions to Shareholders; Potential Requirement to Borrow......................................... 30
Conflicts of Interest with Outside Partners in Jointly-Owned Centers and Limited Control with Respect
to Certain Activities................................................................................ 31
Bankruptcy of Outside Partners......................................................................... 32
Effect of Uninsured Loss on Profitability.............................................................. 32
Possible Environmental Liabilities..................................................................... 32
Lack of Independent Valuation of the Company........................................................... 33
Absence of Public Market; Possible Volatility of Stock Price........................................... 34
Possible Adverse Effects on Stock Prices Arising from Shares Available for Future Sale................. 34
Changes in Policy Without Shareholder Approval......................................................... 35
Forward Looking Statements............................................................................. 35
Immediate Dilution..................................................................................... 35
The Company.............................................................................................. 36
General................................................................................................ 36
Company Structure and History.......................................................................... 37
Westfield Holdings..................................................................................... 38
The Company's Strategy for Operations and Growth....................................................... 40
Use of Proceeds.......................................................................................... 45
Capitalization........................................................................................... 46
Dilution................................................................................................. 47
Distributions............................................................................................ 48
Selected Financial Data.................................................................................. 49
Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 52
General Background..................................................................................... 52
Historical Results of Operations....................................................................... 53
Funds from Operations.................................................................................. 57
Ratio of Earnings to Fixed Charges..................................................................... 57
Portfolio Data......................................................................................... 58
Leasing................................................................................................ 58
Tenant Occupancy Costs................................................................................. 59
</TABLE>

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<TABLE>
<CAPTION>
PAGE
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Liquidity and Capital Resources........................................................................ 59
<S> <C>
Inflation.............................................................................................. 61
Seasonality............................................................................................ 61
Business and Properties.................................................................................. 62
General................................................................................................ 62
The Shopping Center Business........................................................................... 62
The Centers............................................................................................ 63
The East Coast Properties.............................................................................. 68
The Mid West Properties................................................................................ 69
The West Coast Properties.............................................................................. 70
Anchors................................................................................................ 73
Mall Stores............................................................................................ 74
Sales.................................................................................................. 75
Leasing................................................................................................ 76
Costs of Occupancy..................................................................................... 76
Leases................................................................................................. 76
Lease Expirations...................................................................................... 76
Mall Store Rental Rates................................................................................ 77
Competition............................................................................................ 78
Certain Property Tax Information....................................................................... 78
Additional Information Regarding Montgomery Mall....................................................... 78
Additional Information Regarding Garden State Plaza.................................................... 80
May Properties......................................................................................... 82
Other Real Estate Interests............................................................................ 82
Insurance Arrangements................................................................................. 83
Employees.............................................................................................. 83
Debt Summary........................................................................................... 83
Environmental Matters.................................................................................. 85
Legal Proceedings...................................................................................... 86
Policies and Objectives with Respect to Certain Activities............................................... 87
Investment Objectives and Policies..................................................................... 87
Real Estate Investment Policies and Criteria........................................................... 87
Acquiring Additional Properties........................................................................ 87
Dispositions........................................................................................... 88
Partnership Restructuring.............................................................................. 88
Other Investments...................................................................................... 88
Financing.............................................................................................. 89
Equity Capital......................................................................................... 90
Working Capital Reserves............................................................................... 90
Annual Reports......................................................................................... 91
Other Policies......................................................................................... 91
Management............................................................................................... 92
Directors and Executive Officers....................................................................... 92
Biographies of Directors and Executive Officers........................................................ 92
Certain Information Regarding the Board of Directors................................................... 95
Committees of the Board of Directors................................................................... 95
Compensation of Directors.............................................................................. 96
Executive Compensation................................................................................. 96
Advisory, Management and Development Services to the Company............................................. 97
The Advisor and the Advisory Agreement................................................................. 97
The Manager and the Management Agreements.............................................................. 98
The Developer and the Development Agreement............................................................ 99
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PAGE
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Westfield Holdings Management.......................................................................... 100
<S> <C>
Certain Transactions..................................................................................... 100
Relationships and Transactions with Westfield Holdings................................................. 100
Relationships and Transactions with WAT................................................................ 102
Principal Shareholders................................................................................... 104
Description of Capital Stock............................................................................. 105
Capital Stock.......................................................................................... 105
Common Shares.......................................................................................... 107
Restrictions on Ownership and Transfer................................................................. 109
Transfer Agent and Registrar........................................................................... 110
Listing................................................................................................ 110
Certain Provisions of the Company's Articles of Incorporation and By-Laws and of
Missouri Law........................................................................................... 110
Ownership Limit........................................................................................ 111
Additional Classes and Series of Preferred Stock....................................................... 111
Size of Board, Election of Directors, Classified Board, Removal of Directors and
Filling Vacancies.................................................................................... 111
Limitations on Shareholder Action by Written Consent; Ability to Call Special Meeting.................. 111
Advance Notice for Raising Business or Making Nominations at Meetings.................................. 112
Business Combination and Control Share Acquisition Statutes and Related Provisions..................... 112
Termination of REIT Status............................................................................. 114
Limitation on Liability of Directors; Indemnification of Directors and Officers........................ 114
Shares Available for Future Sale......................................................................... 114
General................................................................................................ 114
Registration Rights.................................................................................... 116
Federal Income Tax Considerations........................................................................ 116
Taxation of the Company................................................................................ 116
Tax Aspects of the Company's Investments in Partnerships............................................... 123
Taxation of Taxable Domestic Shareholders.............................................................. 124
Taxation of Tax-Exempt Shareholders.................................................................... 125
Taxation of Foreign Shareholders....................................................................... 125
Information Reporting and Backup Withholding........................................................... 126
Other Tax Consequences................................................................................. 128
ERISA Considerations..................................................................................... 128
Underwriting............................................................................................. 130
Experts.................................................................................................. 133
Legal Matters............................................................................................ 133
Additional Information................................................................................... 133
Glossary................................................................................................. G-1
Index to Financial Statements............................................................................ F-1
</TABLE>

iii
<PAGE>
PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND FINANCIAL DATA AND STATEMENTS AND THE NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS
PROSPECTUS ASSUMES (I) AN INITIAL PUBLIC OFFERING PRICE TO THE PUBLIC OF $
PER SHARE (THE MID-POINT OF THE PRICE RANGE SHOWN ON THE COVER PAGE OF THIS
PROSPECTUS) AND (II) THAT THE U.S. UNDERWRITERS' AND THE INTERNATIONAL MANAGERS'
OVER-ALLOTMENT OPTIONS ARE NOT EXERCISED. AS USED IN THIS PROSPECTUS, "REGIONAL
SHOPPING CENTERS" MEANS MALL FACILITIES BUILT AROUND ONE OR TWO ANCHORS AND
CONTAINING FROM 400,000 TO 800,000 SQUARE FEET OF GROSS LEASABLE AREA. THE TERM
"SUPER REGIONAL SHOPPING CENTERS" MEANS MALL FACILITIES BUILT AROUND THREE OR
MORE ANCHORS AND CONTAINING MORE THAN 800,000 SQUARE FEET OF GROSS LEASABLE AREA
AND THE TERM "POWER CENTERS" REFERS TO CENTERS WHOSE MAJOR TENANTS ARE LARGE
DISCOUNT DEPARTMENT STORES OR CATEGORY KILLERS. THE TERM "ANCHOR" MEANS FULL
LINE DEPARTMENT STORES OR OTHER LARGE RETAIL STORES GENERALLY OCCUPYING MORE
THAN 50,000 SQUARE FEET OR A LARGE ENTERTAINMENT COMPLEX LOCATED AT THE
COMPANY'S CENTERS. "MALL STORES" REFERS TO STORES SMALLER THAN ANCHORS AND
KIOSKS PERMANENTLY LOCATED WITHIN THE CORRIDORS OF THE COMPANY'S CENTERS THAT
ARE TYPICALLY SPECIALTY RETAILERS AND FREE STANDING BUILDINGS GENERALLY LOCATED
ALONG THE PERIMETER OF THE COMPANY'S CENTERS. "STABILIZED CENTERS" REFER TO THE
COMPANY'S CENTERS (OTHER THAN NORTH COUNTY FAIR) NOT UNDER REDEVELOPMENT FOR THE
RELEVANT PERIOD. UNLESS OTHERWISE INDICATED, OR UNLESS THE CONTEXT OTHERWISE
REQUIRES, REFERENCES TO THE "COMPANY" INCLUDE WESTFIELD AMERICA, INC., ITS
SUBSIDIARIES AND JOINT VENTURE INTERESTS. SEE "GLOSSARY" FOR DEFINITIONS OF
CERTAIN TERMS USED IN THIS PROSPECTUS.

THE COMPANY

The Company has been engaged for over 40 years in owning, operating,
leasing, developing, redeveloping and acquiring super regional and regional
shopping centers and power centers located primarily in major metropolitan areas
in the United States. Since 1994, subsidiaries of Westfield Holdings Limited
have provided management, development and advisory services, including advice as
to its strategic policies, to the Company. As such, the Company has no employees
and relies solely on Westfield Holdings for management services. As a result,
possible conflicts of interest exist between the Company, Westfield Holdings
and, by virtue of their significant ownership interest in Westfield Holdings
Limited, interests associated with the Lowy family. See "Risk Factors--Possible
Conflicts of Interest and Related Party Transactions" for a discussion of
possible conflicts.

The Company owns interests in a portfolio of 13 super regional and six
regional shopping centers (together, the "Regional Centers"), three power
centers (the "Power Centers" and, collectively with the Regional Centers, the
"Centers"), 13 separate department store properties (the "May Properties") which
are net leased under financing leases to The May Department Stores Company (the
"May Company") and are not located at the Centers, and certain other real estate
investments (collectively, the "Properties"). The Centers are located in seven
states in the United States. The Company is organized and operated as a REIT and
expects to continue to be operated as a REIT for Federal income tax purposes.

The Centers contain approximately 19.2 million square feet of total gross
leasable area ("Total GLA"), including 74 Anchors and approximately 2,500 Mall
Stores, of which approximately 1.3 million square feet are currently under
redevelopment and approximately 3.2 million square feet are planned for
redevelopment over the next five years. For the year ended December 31, 1996,
the Mall Stores reported sales exceeding $1.5 billion and Anchors reported sales
exceeding $2.0 billion. The Centers under Westfield Holdings management
(representing all of the Centers other than North County Fair) reported average
Mall Store sales of $297 per square foot ("psf") for the same period (and,
including North County Fair, $300 psf for the same period). Mall GLA at
Stabilized Centers was 92% leased (and, including North County Fair, 91% leased)
as of December 31, 1996.

The Company has an option (the "Garden State Plaza Option") to acquire at
fair market value the stock of Westland Realty, Inc., the holder of an indirect
50% interest in Garden State Plaza located in Paramus, New Jersey. Garden State
Plaza is one of the largest and most productive super regional shopping centers
in the nation, with five anchors and containing approximately 2.0 million square
feet of total gross leasable area and average mall store sales psf of $467 for
the year ended December 31, 1996. The Garden State Plaza Option is exercisable
following the completion of an independent valuation of the property to
determine its fair market value. The valuation procedure may be commenced by the
Company upon the satisfaction of certain conditions, but in any event no later
than January 3, 2000. Although the

3
<PAGE>

Garden State Plaza Option is not currently exercisable, the Company will acquire
a substantial economic interest in the revenues to be received from Garden State
Plaza by making a $145 million participating secured loan (the "Garden State
Plaza Loan") to the subsidiaries of Westfield Holdings Limited which own the
indirect 50% interest in Garden State Plaza. For more detailed descriptions of
the Garden State Plaza Option and the Garden State Plaza Loan, see "The
Company--The Company's Strategy for Operations and Growth--Garden State Plaza
Option" and "Certain Transactions--Relationships and Transactions with Westfield
Holdings--Garden State Plaza Option."

The Company has achieved substantial growth since 1994 when Westfield
Holdings began advising the Company and providing management services to its
Centers. For the Mall Stores under Westfield Holdings management, from 1994 to
1996, average base rent per square foot at the Centers increased at a compound
annual rate of approximately 4.5% (4.2%, including North County Fair), sales per
square foot increased at a compound annual rate of 6.3% (6.2%, including North
County Fair) and leased Mall GLA at Stabilized Centers improved from 88% leased
to 92% leased (from 88% leased to 91% leased, including North County Fair). In
addition, from 1994 to 1996, the Company's Funds from Operations increased at a
compound annual rate of approximately 14.1% per annum, although past performance
is not an indication of future results. Funds from Operations should not be
considered as an alternative to net income (determined in accordance with GAAP)
as a measure of the Company's financial performance or to cash flow from
operating activities (determined in accordance with GAAP) as a measure of the
Company's liquidity, nor is it indicative of funds available to fund the
Company's cash needs, including its ability to make distributions.

Following consummation of the Offerings, the Board of Directors of the
Company (the "Board of Directors") will have 9 directors, 5 of whom will be
Independent Directors.

The principal executive offices of the Company are located at 11601 Wilshire
Boulevard, Los Angeles, California 90025 (telephone: 310-478-4456). The
headquarters of the Company's manager (the "Manager"), advisor (the "Advisor")
and developer (the "Developer") are located at the same address in Los Angeles,
California.

WESTFIELD HOLDINGS

Westfield Holdings is a fully-integrated, international developer, builder
and manager of shopping centers and manager and advisor to public real estate
investment entities. Westfield Holdings has its headquarters in Sydney,
Australia and employed approximately 2,400 people worldwide as of December 31,
1996. Westfield Holdings, which was publicly listed in 1960, was co-founded by
Frank P. Lowy. In 1993, Frank P. Lowy was acknowledged as one of the six
"pioneers" of the shopping center industry worldwide by the International
Council of Shopping Centers ("ICSC"). By combining financial strength and over
35 years of experience with a business philosophy that stresses innovation,
Westfield Holdings has built a successful shopping center business, with
shopping center assets under management having a value in excess of Aus.$10.0
billion as of December 31, 1996, comprised of more than 8,500 retail stores in
56 centers in the United States, Australia and Asia with 39.3 million square
feet of total gross leasable area.

Westfield Holdings Limited, listed on the ASX, had a market capitalization
of approximately Aus.$ billion as of April , 1997. Westfield Holdings is
also a manager and advisor to public real estate investment entities--Westfield
Trust and WAT, both of which are Australian public property trusts traded on the
ASX. Based on its market capitalization of approximately Aus.$ billion as of
April , 1997, Westfield Trust is one of the two largest property trusts in
Australia.

4
<PAGE>

Westfield Holdings's U.S. senior management team has extensive experience in the
development, construction, management and financing of super regional and
regional shopping centers, with an average of approximately 20 years in the
industry. Westfield Holdings derived approximately 41% of its U.S. management,
development and advisory fee revenue from the Company in 1996. Westfield
Holdings has advised the Company that it expects the amount of its U.S. business
attributable to the Company to substantially increase upon completion of the
redevelopment of Garden State Plaza in 1997 from which it received substantial
development revenue in 1996.

The Company has access to and relies upon the resources and depth of
management of Westfield Holdings's worldwide operations. Westfield Holdings
provides a full range of services to the Company including many which are
typically outsourced by real estate owners to third parties. These services
include strategic and day-to-day management, research, investment analysis,
acquisition and due diligence, development, construction, architectural,
marketing, asset management, capital markets, disposition of assets, legal and
accounting services. In contrast to many other shopping center companies, the
Company is not exposed to the same degree of risk of increasing costs for many
of these services because the fees payable to the Manager and the Advisor are
incentive based or fixed as a percentage of assets or revenues. For a
description of Westfield Holdings's management arrangements with the Company,
including fees payable to Westfield Holdings for its services, see "Certain
Transactions--Relationships and Transactions with Westfield Holdings" and
"Advisory, Management and Development Services to the Company."

Westfield Holdings will agree that it will not acquire any ownership
interest in shopping center properties or power centers in the United States
(excluding airport projects) for so long as it is the Advisor to the Company and
the Manager of the Centers. Each of Frank Lowy, David Lowy, Peter Lowy and
Steven Lowy will agree with the Company that he will not acquire any ownership
interest in shopping center properties or power centers in the United States for
so long as (i) Westfield Holdings is the Advisor to the Company and the Manager
of the Centers, and (ii) interests associated with the Lowy family have
significant ownership interest and significant management involvement in the
operations of Westfield Holdings Limited. In addition, Westfield Holdings has
agreed in its management and development agreements with the Company that it
will not manage or develop any shopping center in competition with a Center
owned by the Company, except in the case of the acquisition by Westfield
Holdings of an entity that is then managing or developing a competitive center
(in addition to other properties).

Contemporaneously with the Offerings, the Company will purchase from
Westfield Holdings Limited for an aggregate purchase price of Aus.$19.6 million
non-transferable Westfield Holdings Warrants to acquire 9.8 million ordinary
shares of Westfield Holdings Limited, which would be as of the date hereof equal
to approximately 9% of the ordinary shares of Westfield Holdings Limited
outstanding after the exercise of the options. See "The Company--Westfield
Holdings."

Westfield Holdings will continue to own a significant stake in the Company.
The following table demonstrates the Common Stock ownership of Westfield
Holdings in the Company on a fully-diluted basis (which for purposes of this
Prospectus assumes the exercise of the warrants to acquire additional Common
Stock held by WAT) upon consummation of the Offerings and concurrent
transactions (for a description of the concurrent transactions, see "Use of
Proceeds" and "Pro Forma Financial Statements").

<TABLE>
<CAPTION>
Direct ownership of the Company....................................... %

<S> <C>
Indirect ownership through direct ownership of WAT units.............. %
---

Total............................................................... %
---
---
</TABLE>

Interests associated with the Lowy family will indirectly continue to own a
significant interest in the Company. The following table demonstrates the
indirect ownership of the Common Stock by interests associated with the Lowy
family on a fully-diluted basis upon consummation of the Offerings and
concurrent transactions.

<TABLE>
<S> <C>
Indirect ownership through direct ownership of Westfield Holdings..... %

Indirect ownership through direct ownership of WAT units.............. %
---

Total............................................................... %
---
---
</TABLE>

5
<PAGE>

WESTFIELD AMERICA TRUST

WAT has informed the Company that substantially all of its assets currently
consist of its interest in the Company. The Company believes that so long as
substantially all of WAT's assets consist of its interest in the Company, WAT's
performance on the ASX should be substantially linked to the performance of the
Company. Subject to certain withholding tax, income tax and exchange rate
matters, as well as WAT trust governance and voting provisions, the Company
believes that the WAT units and the shares of Common Stock should trade within a
reasonable range of each other. The Company believes that in the future WAT may
be able to raise additional funds in the Australian capital markets which it may
elect to invest in the Company if the Company elects to raise additional
capital, thereby providing to the Company an additional source of capital,
although no assurance can be given in this regard.

RISK FACTORS

Prospective investors should carefully consider the matters addressed under
"Risk Factors" in addition to the other information presented in this Prospectus
before making an investment decision regarding the Shares offered hereby. Each
of these matters could have adverse consequences to the Company. These risks
include:

- Possible conflicts of interest among Westfield Holdings, the Lowy family,
WAT and the other shareholders of the Company.

- Reliance by the Company on Westfield Holdings for advisory, management and
development services such that the Company is not currently able to
operate without Westfield Holdings.

- The ability of Westfield Holdings and WAT (and interests associated with
the Lowy family by virtue of their interests in such entities) to exercise
significant influence over the business and policies of the Company
through the (i) ownership by Westfield Holdings and WAT of Common Stock,
(ii) ownership by Westfield Holdings of units in WAT, (iii) management of
WAT by a subsidiary of Westfield Holdings Limited and (iv) management of
the Company by Westfield Holdings.

- Limitations on the shareholders' ability to change control of the Company
due to the significant ownership by Westfield Holdings and WAT of the
outstanding Common Stock and restrictions on ownership of more than %
of the Company's outstanding shares of capital stock and other measures.

- Risks generally inherent in retail real estate investment, such as risks
from changes in economic conditions, redevelopment risk, competition from
other shopping centers and forms of retailing, and financial difficulties
or bankruptcies of tenants or anchors.

- Risks normally associated with debt financing, the amount of which debt
financing is not restricted by the Company's organizational documents,
including the possible inability to refinance balloon payments upon
maturity and the risk of higher interest rates.

- Tax risks, including (i) if the Company fails to continue to qualify as a
REIT, taxation of the Company as a regular corporation and possible
inability to requalify as a REIT for four years, (ii) the 100% tax on net
income from transactions that constitute prohibited transactions, pursuant
to the rules relating to REITs under the Code and (iii) possible taxation
of the Company with respect to built-in gain on disposition of certain
property if such property is disposed of during a ten-year period. Cash
available for distributions could be decreased dramatically if any such
taxes become payable.

- The fact that the Company's initial distribution level is based on a
number of assumptions, any change in which could affect the Company's
ability to sustain the initial distribution level and that the Company
intends to distribute approximately 97% of its Funds from Operations.

6
<PAGE>

- Limited control by the Company over certain Properties that the Company
owns in partnership with third parties, conflicts of interest with outside
partners in jointly-owned Centers and the possibility of bankruptcy of
such outside partners.

- The fact that tenants whose parent company is The Limited Stores occupy
over 10% of the Mall GLA, that department stores owned by the May Company
are Anchors at 18 of the Centers, and that a negative change in the
financial strength of The Limited Stores or the May Company could have a
material adverse effect on the Company.

- The fact that the value of the Company is not based on third-party
appraisals; therefore the aggregate market value of the Common Stock based
on its market price may exceed the fair market value of the Properties.

- Lack of a prior public market in the United States for the Common Stock as
well as potential reduction in the market price of the Shares due to
increases in interest rates or future sales of shares of Common Stock.

- Immediate dilution in the amount of $ in the net book value of the
Common Stock acquired by purchasers in the Offerings.

BUSINESS AND PROPERTIES

THE CENTERS

As set forth in the following table, the Company's portfolio consists of
interests in 13 super regional shopping centers, six regional shopping centers
and three power centers located in seven states in the East Coast, the Mid West
and the West Coast regions of the United States totaling 19.2 million square
feet of Total GLA. In addition, the Company has an option to acquire the stock
of Westland Realty, Inc., the holder of an indirect 50% interest in Garden State
Plaza, pursuant to the Garden State Plaza Option.

7
<PAGE>

CENTER PROFILE

<TABLE>
<CAPTION>
TRADE AREA
POPULATION
(000S)(2)/
AVERAGE
PERCENTAGE OF MALL HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE TOTAL GLA MALL STORE GLA LEASED AT STATUS HOUSEHOLD
LOCATION(1) OWNERSHIP (SQ.FT.) GLA (SQ.FT.) DECEMBER 31, 1996 OF DEVELOPMENT INCOME$(3)
- ------------------------------ ----------- ----------- ------------ ----------------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
EAST COAST
Annapolis Mall, .............. 30 990,702 408,554 96% Opened 1980 450/
Annapolis, Maryland Redeveloped $63,400
1983/1994

Connecticut Post Mall,(4) .... 100 831,707 438,405 91 Opened 1960 430/
Milford, Connecticut Redeveloped 1991 $54,600

Enfield Square,(4)(5) ........ 100 678,822 260,632 76 Opened 1971 312/
Enfield, Connecticut Redeveloped $53,700
1987/1997

Meriden Square, .............. 50 746,695 294,654 92 Opened 1971 396/
Meriden, Connecticut Redeveloped $54,800
1988/1993

Montgomery Mall, ............. 100 1,253,482 467,872 97 Opened 1968 612/
Bethesda, Maryland Redeveloped $79,900
1976/1982/1984
1991

South Shore Mall,(5)(6) ...... 100 1,108,111 370,962 92 Opened 1963 495/
Bay Shore, New York Under $66,500
Redevelopment

Trumbull Shopping Park, ...... 100 1,160,716 464,088 86 Opened 1962 536/
Trumbull, Connecticut Redeveloped $71,400
1982/1987/1990
1992/1995
----------- ------------ --

Total (6)............... 6,770,235 2,705,167 92
----------- ------------ --

<CAPTION>
SHOPPING CENTER AND MAJOR RETAILERS AND SPECIAL
LOCATION(1) FEATURES
- ------------------------------ --------------------------------
<S> <C>
EAST COAST
Annapolis Mall, .............. Nordstrom, Hecht's, J.C. Penney,
Annapolis, Maryland Montgomery Ward
Connecticut Post Mall,(4) .... Filene's, J.C. Penney, Caldor
Milford, Connecticut
Enfield Square,(4)(5) ........ Filene's, J.C. Penney. Sears
Enfield, Connecticut scheduled to open Spring 1997
Meriden Square, .............. Filene's, J.C. Penney, Sears
Meriden, Connecticut
Montgomery Mall, ............. Nordstrom, Hecht's, Sears, J.C.
Bethesda, Maryland Penney
South Shore Mall,(5)(6) ...... Macy's, J.C. Penney. Sears
Bay Shore, New York scheduled to open Fall 1997
Trumbull Shopping Park, ...... Macy's, Filene's, Lord & Taylor,
Trumbull, Connecticut J.C. Penney
Total (6)...............
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF MALL HISTORY AND
SHOPPING CENTER AND PERCENTAGE TOTAL GLA MALL GLA GLA LEASED AT STATUS
LOCATION(1) OWNERSHIP (SQ.FT.) (SQ.FT.) DECEMBER 31, 1996 OF DEVELOPMENT
- ------------------------------ --------------- ----------- ------------ ----------------------- -----------------
<S> <C> <C> <C> <C> <C>
MID WEST
Mid Rivers Mall,(5) .......... 100 929,185 352,371 87 Opened 1987
St. Peters, Missouri Redeveloped
1990/1996

South County Center,(4) ...... 100 754,063 259,360 93 Opened 1963
St. Louis, Missouri Redeveloped 1979

West County Center, .......... 100 583,646 152,590 95 Opened 1969
Des Peres, Missouri Redeveloped 1985

West Park Mall, .............. 100 502,856 230,505 92 Opened 1981
Cape Girardeau, Redeveloped 1984
Missouri

Westland Towne Center, ....... 100 470,943 137,520 95 Opened 1960
Lakewood, Colorado Redeveloped
1978/1994
----------- ------------ --

Total................... 3,240,693 1,132,346 93
----------- ------------ --

WEST COAST

Eagle Rock Plaza, ............ 100 474,230 163,912 81 Opened 1973
Los Angeles, California

Eastland Center,(5) .......... 100 819,244 617,444 76 Opened 1957
West Covina, California Redeveloped
1979/1996/1997
(substantially
completed)

Mission Valley Center, ....... 76 1,340,410 508,492 96 Opened 1961
San Diego, California Redeveloped
1975/1983
1996/1997

Mission Valley 76 178,624 178,624 82 Opened 1961
Center-West,(5) . Under
San Diego, California Redevelopment

<CAPTION>
TRADE AREA
POPULATION
(000S)(2)/
AVERAGE
ANNUAL
SHOPPING CENTER AND HOUSEHOLD MAJOR RETAILERS AND SPECIAL
LOCATION(1) INCOME$(3) FEATURES
- ------------------------------ --------------- --------------------------------
<S> <C> <C>
MID WEST
Mid Rivers Mall,(5) .......... 265/ Famous-Barr, Dillard's, Sears,
St. Peters, Missouri $50,400 J.C. Penney
South County Center,(4) ...... 430/ Famous-Barr, Dillard's, J.C.
St. Louis, Missouri $45,400 Penney
West County Center, .......... 324/ Famous-Barr, J.C. Penney
Des Peres, Missouri $71,000
West Park Mall, .............. 231/ Famous-Barr, J.C. Penney,
Cape Girardeau, $30,600 Venture
Missouri
Westland Towne Center, ....... 266/ Sears, Super Kmart
Lakewood, Colorado $44,300
Total...................
WEST COAST
Eagle Rock Plaza, ............ 525/ Robinsons-May, Montgomery Ward
Los Angeles, California $50,500
Eastland Center,(5) .......... 528/ Mervyn's, Target
West Covina, California $52,600
Mission Valley Center, ....... 936/ Robinsons-May, Macy's,
San Diego, California $48,600 Montgomery Ward, AMC 20-screen
theater, Nordstrom Rack
Mission Valley 936/
Center-West,(5) . $48,600
San Diego, California
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE OF MALL HISTORY AND
SHOPPING CENTER AND PERCENTAGE TOTAL GLA MALL GLA GLA LEASED AT STATUS
LOCATION(1) OWNERSHIP (SQ.FT.) (SQ.FT.) DECEMBER 31, 1996 OF DEVELOPMENT
- ------------------------------ --------------- ----------- ------------ ----------------------- -----------------
<S> <C> <C> <C> <C> <C>
North County Fair,(7) ........ 45 1,243,551 363,054 79 Opened 1986
Escondido, California

Plaza Bonita, ................ 100 822,075 313,248 94 Opened 1981
National City, California

Plaza Camino Real, ........... 40 1,152,194 433,984 92 Opened 1969
Carlsbad, California Redeveloped
1979/1989

The Plaza at West Covina, .... 100 1,233,582 585,488 91 Opened 1975
West Covina, California Redeveloped
1990/1993

Topanga Plaza, ............... 42 1,085,038 373,006 95 Opened 1964
Canoga Park, California Redeveloped
1984/1992/1994

Vancouver Mall, .............. 50 870,141 328,575 88 Opened 1977
Vancouver, Washington Redeveloped
1979/1993
----------- ------------ --

Total................... 9,219,089 3,865,827 92(8)
----------- ------------ --

Grand Total(6)........ 19,230,017 7,703,340 92(8)
----------- ------------ --
----------- ------------ --

<CAPTION>
TRADE AREA
POPULATION
(000S)(2)/
AVERAGE
ANNUAL
SHOPPING CENTER AND HOUSEHOLD MAJOR RETAILERS AND SPECIAL
LOCATION(1) INCOME$(3) FEATURES
- ------------------------------ --------------- --------------------------------
<S> <C> <C>
North County Fair,(7) ........ 743/ Nordstrom, Robinsons-May (2),
Escondido, California $54,700 Macy's, J.C. Penney, Sears
Plaza Bonita, ................ 696/ Robinsons-May, J.C. Penney,
National City, California $41,800 Montgomery
Ward and Mervyn's
Plaza Camino Real, ........... 475/ Macy's(2), Robinsons-May, Sears,
Carlsbad, California $52,300 J.C. Penney
The Plaza at West Covina, .... 679/ Robinsons-May, Macy's, Sears,
West Covina, California $54,900 J.C. Penney
Topanga Plaza, ............... 846/ Nordstrom, Robinsons-May, Sears,
Canoga Park, California $66,900 Montgomery Ward
Vancouver Mall, .............. 278/ Nordstrom, Meier & Frank, Sears,
Vancouver, Washington $43,500 J.C. Penney, Mervyn's
Total...................
Grand Total(6)........
</TABLE>

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

(1) For a description of the mortgage encumbrances on each Center, see "Business
and Properties--Debt Summary." All of the Centers are managed by Westfield
Holdings Limited other than North County Fair which is managed by Trizec
Hahn Corporation Limited.

(2) Trade Area Population means the number of people that reside in a
geographically defined area surrounding the shopping center that equates to
approximately 70% to 80% of the Centers' customer draw.

(3) U.S. national average household income $44,799. All figures are 1994
estimates provided by Equifax National Decisions Systems.

(4) The Company's interest in this Center includes certain incidental long-term
ground leases.

(5) Under redevelopment.

(6) After giving effect to the South Shore Mall redevelopment anticipated to be
completed in Fall 1997.

(7) The Joint Venture which owns this Center leases it from the City of
Escondido pursuant to a 50-year ground lease which expires in 2033. This
Center is not managed by Westfield Holdings

(8) Total and Grand Total are for Stabilized Centers and exclude North County
Fair as such Center is not managed by Westfield Holdings.

10
<PAGE>
The following table sets forth the number of Centers in each State and the
Total GLA per State for such Centers.

<TABLE>
<CAPTION>
TOTAL GROSS
NO. OF SHOPPING LEASABLE AREA PERCENT OF
STATE OF SHOPPING CENTER LOCATIONS CENTERS SQ. FT. TOTAL GLA
- -------------------------------------------------- --------------------- ------------- ---------------
<S> <C> <C> <C>
California........................................ 9 8,348,900 43%
Colorado.......................................... 1 470,900 2
Connecticut....................................... 4 3,417,900 18
Maryland.......................................... 2 2,244,200 12
Missouri.......................................... 4 2,769,800 14
New York.......................................... 1 1,108,100 6
Washington........................................ 1 870,100 5
</TABLE>

Business highlights of the operation and performance of the Centers include
the following:

- Successful redevelopment of a number of the Centers has generated
increased returns. The Company is in the process of redeveloping South
Shore Mall and anticipates that the redevelopment of Mission Valley
Center-West will commence in the second quarter of 1997. In addition, the
Company is currently planning the redevelopment of eight additional
Properties.

- In 1996, the Centers under Westfield Holdings's management (excluding the
recently redeveloped Eastland Center) reported average Mall Store sales
psf of $297 (and, including North County Fair, $300 psf for the same
period) as compared to an industry average of $278 psf for the same
period. (Source: ICSC Monthly Mall Merchandise Index, February 1997).

- Mall GLA at Stabilized Centers was 92% leased as of December 31, 1996
(and, including North County Fair, 91% leased).

- Upon completion of construction at South Shore Mall and Enfield Square, 17
of the 19 Regional Centers will have three or more Anchors. The quality
and the number of Anchors both enhance the Centers' competitive position
with existing properties and make the development of competing centers in
the same trade area less likely.

- A significant concentration of Centers in California (43% of the Total GLA
of the Centers as of December 31, 1996) provides an excellent opportunity
to take advantage of that State's recent economic recovery.

- All of the Regional Centers are located on major road systems, primarily
in major metropolitan areas, including Los Angeles and San Diego,
California; Hartford, Connecticut; Portland, Oregon; St. Louis, Missouri;
Washington, D.C.; and Long Island, New York, providing easy access and
high visibility and thus creating a competitive advantage for the Company.

- The Centers have 74 Anchors operating under 18 trade names. The Company's
portfolio includes 20 May Company stores (Famous-Barr, Filene's, Hecht's,
Lord & Taylor, Meier & Frank, and Robinsons-May), 16 J.C. Penneys, 11
Sears, seven Federated (Macy's) and five Nordstrom stores. In addition,
other major Anchors include Dillard's, Dayton Hudson (Mervyn's, Target)
and Montgomery Ward. The Manager's strong relationships with these Anchors
enhance the Company's opportunities by providing substantial pre-leasing
of new projects, lease-up of existing space, improved tenant retention and
releasing opportunities. For a description of the total 1996 annualized
base rent and the percentage of Total GLA for such Anchors, see "Business
and Properties--Anchors."

- Montgomery Mall, the Company's Center with the largest revenues, was 97%
leased as of December 31, 1996, and had effective rents psf of $38 and
average Mall Store sales psf of $405, for the year ended December 31,
1996.

- Most of the Centers' Mall GLA is leased to national and regional chains,
including The Limited Stores (Abercrombie & Fitch, Bath & Body Works,
Express, Lane Bryant, Lerner's, Limited Too, Structure, The Limited and
Victoria Secret), The Gap (Banana Republic, Gap Kids, The Gap), Baker's
Shoes, CVS, Eddie Bauer, The Woolworth Corporation (Foot Locker and Kinney
Shoes), Edison Bros. (J. Riggins, JW and Oaktree), Kay Bee Toys & Hobby,
The Body Shop, The Disney Store and Warner Bros.

11
<PAGE>

- In 1996, the Centers derived approximately 95% of their base rents from
Mall Stores. Mall Stores occupied approximately 40.1% of the Total GLA and
the balance of the Total GLA was represented by Anchors and outparcel
stores. No Mall Store retailer accounted for more than 5% of the Mall GLA
or more than 6% of the Company's 1996 annualized effective rent (I.E.,
base plus percentage rent), except for The Limited Stores, a clothing
retailer, which occupied approximately 10% of Mall GLA and accounted for
11% of the 1996 Mall Store annualized effective rent.

THE COMPANY'S STRATEGY FOR OPERATIONS AND GROWTH

GENERAL STRATEGY

The Company's goal is to increase per share Funds from Operations and
thereby maximize the long-term value of the Company and the return to
shareholders through the following key strategies: (i) the redevelopment,
expansion and market repositioning of its current Centers, (ii) the acquisition
of additional regional and super regional shopping centers with a view towards
increasing the value of such centers through redevelopment, expansion and
repositioning, (iii) the improvement of the operating performance of its
properties through intensive and efficient management, cost control, leasing and
marketing and (iv) the awareness and anticipation of trends in the retailing
industry and the introduction of new retailing concepts to the Centers.

REDEVELOPMENT, REPOSITIONING AND EXPANSION POTENTIAL AND IMPLEMENTATION

The Company believes that redevelopment, repositioning and expansion are key
to maximizing the use and performance of its assets and increasing income growth
and capital appreciation. The Company is continually evaluating the
redevelopment potential of its Properties and anticipates that it will pursue
opportunities for substantial redevelopment and repositioning at the Properties.
The Company also believes that Westfield Holdings is well situated to take
advantage of these opportunities, due to, among other things, its management
expertise and its ability to utilize operating staff, ideas and systems from its
operations in the United States, Australia and Asia.

Since 1994, the Company has completed or substantially completed the
redevelopment of Eastland Center in West Covina, California, Enfield Square in
Enfield, Connecticut, Mid Rivers Mall in St. Peters, Missouri and Mission Valley
Center in San Diego, California. The Company is currently redeveloping South
Shore Mall. This redevelopment involves the addition of a Sears store and 40,000
square feet of Mall GLA. Project completion is scheduled for Fall 1997. The
foregoing Centers represent approximately 25.4% of Total GLA.

The Company expects to commence the redevelopment of Mission Valley
Center--West in the Fall of 1997 to create a new power center with
value-oriented retailers that will complement Mission Valley Center. In
addition, the Company has identified eight additional Properties for
redevelopment over the next five years, which the Company believes will result
in future income growth and capital appreciation. For a more detailed
description of redevelopment planning, see "The Company--The Company's Strategy
for Operations and Growth--Redevelopment, Repositioning and Expansion Potential
and Implementation."

ACQUISITION OF NEW CENTERS AND JOINT VENTURE INTERESTS

The Company's acquisition strategy is to acquire additional super regional
and regional shopping centers that meet the Company's investment criteria. In
general, the Company's investment criteria include the goals that the property
be of a quality consistent with the Company's portfolio, that the property has
potential for increased income and value through redevelopment and/or
repositioning and that theproperty generates sufficient income pending any such
redevelopment to support the acquisition price. The Company's strategy also
includes seeking to acquire the Outside Partners' interests in the Joint Venture
Centers. In addition, the Company holds the Garden State Plaza Option. See "The
Company's Strategy for Operations and Growth--Garden State Plaza Option" and
"Business and Properties--Garden State Plaza."

12
<PAGE>
INCREASING OPERATING INCOME FROM EXISTING SPACE; INTENSIVE MANAGEMENT APPROACH

Westfield Holdings concentrates on actively managing the Centers and
providing efficient and customer-friendly service to both the consumers who shop
in the Centers and the retailers who lease space in the Centers while strictly
controlling operating costs. The concept of the "Westfield Customer Service
System" has been introduced in the Centers to train and focus the personnel at
the Centers on its retailers and customers. The Company believes that this is
one of the most important strategies that differentiates Westfield Holdings's
management philosophy from the Company's competitors. The Company believes that
branding the Centers through advertising, promotions and customer service
programs will build shopper recognition and loyalty, especially in multi-center
markets.

Westfield Holdings's management strategy includes initiatives designed to
increase customer traffic through the Centers, which improves sales turnover
and, ultimately, rents. Initiatives include increasing occupancy levels,
increasing revenue by increasing rentable area within the existing building
envelope, the introduction of cost control efficiencies resulting in a reduction
of operating costs, maximizing the temporary leasing program, improving the
merchandise mix and range of tenants, developing emerging themes such as
entertainment, cinemas and Category Killer retailers, converting non-productive
space to mall gross leasable area and promoting such converted space with
intensive marketing.

The Company seeks to increase rental income from existing space by leasing
currently unleased space, increasing base rent as current leases with below
market rents expire, negotiating new leases to reflect step-ups in base rent,
and repositioning and aggressively marketing to increase sales productivity and
expand the market penetration and market base. The average base rental rate per
square foot at the Centers has increased at a compound annual rate of
approximately 4.5% from December 31, 1994 through December 31, 1996 (4.2% for
the same period, including North County Fair).

COMPANY STRUCTURE AND HISTORY

The Company was incorporated in 1924 for the purpose of holding title to
certain department store properties and has been involved in developing shopping
centers since the mid 1950's. In 1994, Prudential sold 40% of the Company to
Westfield Holdings and the remainder to certain other investors, after
Prudential had filed a registration statement for the initial public offering of
common stock of the Company to the public but before marketing of the securities
commenced or such registration statement was declared effective. In 1995,
Westfield Holdings acquired an additional 10% of the Company. In 1996 and early
1997, the Company was recapitalized when WAT acquired 74.6% of the outstanding
Common Stock and a warrant (the "1996 WAT Warrant") to purchase 6,246,096 shares
of Common Stock from the Company. In addition the Company sold $134.0 million of
non-voting preferred stock and Common Stock to foreign and U.S. investors
(inclusive of a $14.0 million investment that certain of the then existing
investors agreed to retain in the Company). The Company utilized a portion of
the proceeds of the sale of its Common Stock and non-voting preferred stock to
repurchase the stock of certain investors other than Westfield Holdings.

Contemporaneously with these transactions, the Company acquired indirect
ownership of Connecticut Post Mall, Trumbull Shopping Park and South Shore Mall
(collectively, the "Acquired Properties") from interests associated with the
Lowy family and an option to acquire the stock of Westland Realty, Inc., the
holder of an indirect 50% interest in Garden State Plaza from Westfield
Holdings. For more information on the Garden State Plaza Option and the
transactions referred to above, see "The Company--The Company's Strategy for
Operations and Growth--Garden State Plaza Options" and "Certain
Transactions--Relationships and Transactions with Westfield Holdings."

These transactions are referred to collectively as the "Recapitalization."

As part of the Recapitalization, Stitching Pensioenfonds ABP, an entity
established under the laws of the Kingdom of the Netherlands ("ABP"), acquired
an equity interest in the Company through the purchase of 940,000 shares of
Series A Preferred Stock, par value $1.00 per share, of the Company (the "Series
A Preferred Shares"), with an aggregate liquidation amount of $94.0 million. ABP
has agreed to acquire, subject to the satisfaction of certain conditions, an
additional equity interest in the Company by purchasing up to shares (based
on the mid-point of the price range) of Series B Preferred Stock, par

13
<PAGE>

value $1.00 per share, of the Company (the "Series B Preferred Shares" and,
together with the Series A Preferred Shares, the "Preferred Stock") with an
aggregate liquidation amount of $ million simultaneously with the closing of
the Offerings. Although the Company expects all of the conditions to the sale of
the Series B Preferred Shares will be satisfied, no assurance can be given in
this regard. Following consummation of the Offerings and concurrent
transactions, ABP will hold options issued by WAT that permit ABP to acquire
units of WAT for cash or in exchange for Series A Preferred Shares or Series B
Preferred Shares. See "Description of Capital Stock--Preferred Stock."

Also simultaneously, with the closing of the Offerings, WAT will acquire a
warrant (the "1997 WAT Warrant" and, together with the 1996 WAT Warrant, the
"WAT Warrants") to purchase shares of additional Common Stock from the
Company at the same price as the initial public offering price for the Shares.
The sale price for the 1997 WAT Warrant will be $ .

WAT currently owns 77.3% of the Common Stock and Westfield Holdings
currently owns 17.1% of the Common Stock on a fully-diluted basis. As a result
of these transactions and after giving effect to the Offerings and concurrent
transactions, WAT will own %, and Westfield Holdings will own % of the
outstanding Common Stock on a fully-diluted basis. Westfield Holdings will also
hold an approximately % equity interest in WAT. In addition, ABP will hold an
approximately % equity interest in the Company through the ownership of the
Preferred Stock. See "Principal Shareholders."

14
<PAGE>

The following diagram illustrates the results of the foregoing transactions
and the beneficial ownership of the Company upon consummation of the Offerings
and concurrent transactions.

[For Edgar Version, the diagram indicates ownership of the Company, warrants and
management/ development/advisory relationships.][For Edgar version, the diagram
indicates ownership of the Company, warrants and management/development/advisory
relationships.]

15
<PAGE>

FINANCING POLICIES

The Company currently intends to adhere to a policy of maintaining a ratio
of debt-to-Total Market Capitalization of not more than 50%. No assurance can be
given in this regard, however, and the organizational documents of the Company
do not limit the amount or percentage of indebtedness that it may incur. On a
pro forma basis at December 31, 1996, after giving effect to the Offerings and
concurrent transactions and the application of the net proceeds as set forth in
"Use of Proceeds," the Company would have a ratio of debt-to-Total Market
Capitalization of approximately %. The debt-to-Total Market Capitalization
ratio, which is based upon the market value of the Company's equity and,
accordingly, fluctuates with changes in the price of the Common Stock, differs
from the debt-to-total asset ratio, which is based upon book values. The
consolidated pro forma debt-to-total asset ratio at December 31, 1996 was %.
See "Capitalization" and "The Company's Condensed Pro Forma Financial
Statements." The Company may from time to time reevaluate its debt policy in
light of current economic conditions, relative costs of debt and equity capital,
changes in the Company's market capitalization, growth and acquisition
opportunities and other factors, and modify its debt financing policy
accordingly. As a result, the Company may increase its debt-to-Total Market
Capitalization ratio beyond the limits described above. See "Risk Factors--Risks
Associated with Debt Financing--No Limitation on Debt." If the Board of
Directors (or, in the case of certain Joint Ventures in which the Company does
not act as managing general partner, an Outside Partner) determines that
additional funding is required, the Company or the Joint Ventures may raise such
funds through additional equity offerings, debt financing or retention of cash
flow (subject to provisions in the the Internal Revenue Code of 1986, as amended
(the "Code") concerning taxability of undistributed income), or a combination of
these methods. See "Policies and Objectives with Respect to Certain
Activities--Financing."

FEDERAL INCOME TAX CONSIDERATIONS AND
TAX STATUS OF THE COMPANY

The Company elected to be taxed as a REIT under the Code, commencing with
its taxable year ending December 31, 1994, and the Company intends to continue
to operate in such a manner. If the Company continues to qualify for taxation as
a REIT, the Company generally will not be taxed at the corporate level so long
as it distributes to its shareholders at least 95% of its taxable income
currently. REITs are subject to numerous technical organizational and
operational requirements. Skadden, Arps, Slate, Meagher & Flom LLP will issue an
opinion as to the Company's qualification as a REIT. If the Company fails to
qualify for taxation as a REIT in any taxable year, the Company generally will
be subject to Federal income tax (including any applicable alternative minimum
tax) on its taxable income at regular corporate rates. See "Risk
Factors--Adverse Consequences of Failure to Qualify as a REIT." Even if the
Company continues to qualify for taxation as a REIT, the Company could be
subject to certain state and local taxes on its income and property and Federal
and state income and excise taxes on its undistributed income and undistributed
net capital gains in accordance with the Code and applicable state law. In
addition, the Company may be subject to certain other taxes if it engages in
transactions which are prohibited transactions under the Code. See "Federal
Income Tax Considerations."

16
<PAGE>

THE OFFERINGS

All of the Shares offered hereby are being offered by the Company.

<TABLE>
<S> <C>
Shares of Common Stock offered.... shares(1)
U.S. Offering................... shares
International Offering.......... shares

Shares of Common Stock outstanding
After the Offerings............. shares(1)(2)

Use of proceeds................... The Garden State Plaza Loan to be made to Westfield
Holdings ($145 million), purchase of the Westfield
Holdings Warrants ($ ), general corporate purposes
including working capital and potential acquisitions and
repayment or existing credit lines ($ ).

Proposed NYSE symbol.............. "WEA"
</TABLE>

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

(1) Does not include shares of Common Stock that may be issued upon the
exercise of the U.S. Underwriters' and International Managers'
over-allotment options.

(2) Includes shares of Common Stock that may be issued upon exercise of the WAT
Warrants.

DISTRIBUTIONS

The Company intends to continue to pay regular quarterly distributions to
the holders of its Common Stock. Since Westfield Holdings's acquisition of an
interest in the Company in 1994, the Company has made regular quarterly
distributions on its Common Stock. Since the Recapitalization, a portion of such
distributions has been paid to WAT. WAT has a stated distribution policy (unless
the manager of WAT determines otherwise), to pay to its unitholders the greater
of amounts available for distribution (as computed under Australian accounting
procedures) and its net taxable income. Amounts available for distribution by an
Australian unit trust such as WAT are substantially equivalent to the Company's
calculation of Funds from Operations.

As a result, in order to endeavor to satisfy WAT's distribution policy, the
Company intends to continue to distribute to its shareholders approximately 97%
of its Funds from Operations in total. The Company has adopted a policy whereby
this payout of 97% of Funds from Operations each year will have two components.
First, the Company intends to distribute approximately 80% to 90% of the
Company's expected Funds from Operations as a regular quarterly distribution
(the "Regular Quarterly Distribution"). Second, the Company intends to make a
special distribution (the "Special Distribution") following the end of each
fiscal year such that the aggregate distributions will equal approximately 97%
of Funds from Operations. For the three-month period ended March 31, 1996, the
Company declared a distribution of $ per share to its shareholders. For the
six-month period ended December 31, 1996, the Company paid a distribution of
$.733 per share to its shareholders. It is estimated that initially
approximately 35% of the distribution to the Company's shareholders will
represent a return of capital for tax purposes. The expected size of the
distributions may not allow the Company, using only cash flow from operations,
to fund 100% of (i) the tenant allowances and (ii) the retirement of all of its
debt when due, and therefore, the Company may be required to seek periodic debt
or equity financings to cover such items. The Company's income will consist
primarily of its share of income from the Properties. Differences in timing
between the receipt of income and the payment of expenses in arriving at taxable
income of the Company, and the effect of required debt amortization payments,
could require the Company to borrow funds on a short-term basis to meet the REIT
distribution requirements even if the Company believes that then prevailing
market conditions are not generally favorable for such borrowings or that such
borrowings would not be advisable in the absence of such tax considerations. In
addition, no distributions may be paid on any Common Stock unless the full
dividends on the Preferred Shares have been paid. See "Policies and Objectives
with Respect to Certain Activities--Financing."

17
<PAGE>

The Company plans to adopt a distribution reinvestment plan under which its
shareholders may elect to reinvest all or part of their distributions
automatically in additional shares of Common Stock. Any such distribution
reinvestment plan will not adversely affect the Company's ability to qualify as
a REIT for Federal income tax purposes. The Company understands that WAT plans
to adopt a similar plan for its unitholders and intends to use the proceeds of
such distribution reinvestment plan to participate in the Company's distribution
reinvestment plan, although no assurance can be given in this regard. Westfield
Holdings intends to participate in WAT's distribution reinvestment plan to the
full extent of its distributions on its units in WAT for a three-year period
commencing with the first distribution period for which reinvestment is
permitted, although no assurance can be given in this regard.

The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the Board of
Governors of NAREIT in March 1995 which defines Funds from Operations as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures except for the years ended December 31, 1993 and
1992 for which income taxes are not included. Funds from Operations should not
be considered as an alternative to net income (determined in accordance with
GAAP) as a measure of the Company's financial performance or to cash flow from
operating activities (determined in accordance with GAAP) as a measure of the
Company's liquidity, nor is it indicative of funds available to fund the
Company's cash needs, including its ability to make distributions.

Notwithstanding the foregoing, all distributions will be at the discretion
of the Board of Directors and will depend on the actual Funds from Operations,
the Company's financial condition, the annual distribution requirements under
the REIT Requirements and such other factors as the Board of Directors deems
relevant and will be subject to the prior payment of preferred stock dividends.
See "Risk Factors-- Distributions to Shareholders; Potential Requirement to
Borrow."

Prior to the closing of the Offerings, the Company anticipates that the
Board of Directors will declare a distribution for the shareholders of record
with respect to a portion of the Funds from Operations for the second quarter of
1997 such that the holders of the Common Stock and Preferred Shares as of the
day immediately preceding the closing of the Offerings will receive a pro-rata
portion of the Funds from Operation for the second quarter of 1997 based on the
number of days between and including April 1, 1997 and the day immediately
preceding the closing of the Offerings. In addition, the Company anticipates
that the Board of Directors will declare a distribution for the period from the
closing of the Offerings to and including June 30, 1997.

18
<PAGE>

SUMMARY FINANCIAL DATA

The following table sets forth historical and pro forma consolidated
financial data for the Company and should be read in conjunction with the
Consolidated Financial Statements of Westfield America, Inc. and the Notes
thereto, the Pro Forma Condensed Consolidated Financial Statements of the
Company and the Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The Company believes that the
book value of its real estate assets, which reflect the historical costs of such
real estate assets less accumulated depreciation, is less than the current
market value of its properties.

The results for 1994 are not comparable to prior years because of the
acquisition of the Company in February 1994. Hence, Pro Forma adjustments have
been applied to historical results of operations for the 42 days ended February
11, 1994 to present operating and other data as if the acquisition of the
Company on February 12, 1994 had been consummated on January 1, 1994. The
results for 1996 are not comparable to prior years because of the
Recapitalization, the acquisition of the Acquired Properties and the
consolidation of the Mission Valley Partnership.

Pro Forma operating information is presented as if the consummation of the
Offerings and Recapitalization had occurred as of January 1, 1996, and therefore
incorporates certain assumptions that are described in the Notes to the Pro
Forma Condensed Consolidated Statements of Income. The Pro Forma balance sheet
data is presented as if the Offerings and the Recapitalization had occurred on
December 31, 1996.

The Pro Forma information does not purport to represent what the Company's
financial position or results of operations would actually have been if these
transactions had, in fact, occurred on such date or at the beginning of the
periods indicated, or to project the Company's financial position or results of
operations at any future date or for any future period.

19
<PAGE>

<TABLE>
<CAPTION>
PERIOD FROM
FEBRUARY 12,
PRO FORMA YEAR YEAR 1994 THROUGH
YEAR ENDED ENDED ENDED DECEMBER 31,
1996 1996 1995 1994
----------- --------- --------- -------------
<S> <C> <C> <C> <C>
OPERATING DATA:
Total revenue.................................................................. $ 183,352 $ 156,089 $ 111,327 $ 99,456
Operating expenses............................................................. 64,496 55,903 36,849 36,606
Interest expense, net.......................................................... 36,998 40,233 27,916 24,156
Depreciation and amortization.................................................. 43,131 38,033 28,864 24,897
----------- --------- --------- -------------
Income before other income and income taxes................................ 38,727 21,920 17,698 13,797
Equity in net income (loss) of unconsolidated real estate partnerships......... 3,063 3,063 3,359 (386)
Interest and other income...................................................... 13,101 776 789 1,830
Gains on sales of properties and partnership interests......................... 0 0 0 0
----------- --------- --------- -------------
Income before income taxes and minority interest........................... 54,891 25,759 21,846 15,241
Income taxes................................................................... 0 0 0 0
Minority interest in consolidated real estate partnership...................... (1,063) (1,063) 0 0
----------- --------- --------- -------------
Net income................................................................. $ 53,828 $ 24,696 $ 21,846 $ 15,241
----------- --------- --------- -------------
----------- --------- --------- -------------
Earnings per share............................................................. $ $ 0.42 $ 0.48 $ 0.34
-----------
-----------
OTHER DATA:
EBITDA (1)..................................................................... $ 155,347 $ 124,352 $ 102,199 $ 83,529
Funds from operations (2)...................................................... $ 110,072 $ 75,842 $ 65,792 $ 53,315
Ratio of earnings to combined fixed charges and preferred dividends............ 2.05 1.53 1.98 1.75
Ratio of FFO to combined fixed charges and preferred dividends................. 3.13 2.52 3.35 3.13
BALANCE SHEET DATA:
Investment in real estate, net................................................. $1,455,434 $1,310,434 $ 829,484 $ 848,692
Total assets................................................................... $1,519,909 $1,344,570 $ 844,706 $ 882,667
Mortgages and notes payable.................................................... $ 575,964 $ 770,625 $ 426,781 $ 420,397
Minority interest.............................................................. $ 54 $ 54 $ 0 $ 0
Shareholders' equity........................................................... $ 888,530 $ 518,530 $ 380,419 $ 430,782

<CAPTION>
PREDECESSOR
PERIOD FROM
JANUARY 1,
1994 THROUGH PRO FORMA YEAR YEAR

FEBRUARY 11, YEAR ENDED ENDED ENDED

1994 1994 (4) 1993 1992

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

<S> <C> <C> <C> <C>
OPERATING DATA:
Total revenue.................................................................. $ 12,769 $ 112,225 $ 105,237 $ 102,545

Operating expenses............................................................. 6,869 41,859 51,731 53,929

Interest expense, net.......................................................... 481 24,637 7,160 24,652

Depreciation and amortization.................................................. 3,605 28,134 29,011 22,650

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

Income before other income and income taxes................................ 1,814 17,595 17,335 1,314

Equity in net income (loss) of unconsolidated real estate partnerships......... ( ) (2,537) (3,177)
(76)
Interest and other income...................................................... 340 5,962 2,996 4,191

Gains on sales of properties and partnership interests......................... 0 0 2,566 23,428

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

Income before income taxes and minority interest........................... 3 17,228 19,720 28,857

Income taxes................................................................... 0 0 (13,819) (11,231)

Minority interest in consolidated real estate partnership...................... 0 0 0 0

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

Net income................................................................. $ 3 $ 17,228 $ 5,901 $ 17,626

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

Earnings per share............................................................. N/A(3) $ 0.38 $ $

OTHER DATA:
EBITDA (1)..................................................................... $ 8,691 $ 93,836 $ 77,866 $ 71,117

Funds from operations (2)...................................................... $ 4,942 $ 59,873 $ 60,472 $ 37,974

Ratio of earnings to combined fixed charges and preferred dividends............ N/A(3) 1.83 3.04 1.29

Ratio of FFO to combined fixed charges and preferred dividends................. N/A(3) 3.57 7.26 2.45

BALANCE SHEET DATA:
Investment in real estate, net................................................. N/A $ 848,892 $ 884,392 $ 851,168

Total assets................................................................... N/A $ 882,667 $ 944,490 $ 951,678

Mortgages and notes payable.................................................... N/A $ 420,397 $ 38,205 $ 317,857

Minority interest.............................................................. N/A $ 0 $ 0 $ 0

Shareholders' equity........................................................... N/A $ 430,782 $ 669,967 $ 393,466

</TABLE>

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

(1) EBITDA represents the Company's share of net income before interest taxes,
depreciation and amortization except for the years ended December 31, 1993
and 1992 for which gains on sales of properties and partnership interests
are not included. While EBITDA should not be construed as a substitute for
income from operations, net income (loss) or cash flows from operating
activities in analyzing the Company's operating performance, financial
position or cash flows, the Company has included EBITDA data because it is
commonly used by certain investors and analysts to analyze and compare
companies on the basis of operating performance, leverage or liquidity or to
determine a company's ability to service debt. EBITDA does not represent
cash flow from operations as defined by GAAP.

(2) The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the
Board of Governors of NAREIT in March 1995 which defines Funds from
Operations as net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring and sales of property,
plus real estate related depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures except for the years
ended December 31, 1993 and 1992 for which income taxes are not included.
Funds from Operations should not be considered as an alternative to net
income (determined in accordance with GAAP) as a measure of the Company's
financial performance or to cash flow from operating activities (determined
in accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including
its ability to make distributions.

(3) The computation for the forty-two days ended February 11, 1994 is not
presented as it is not comparable.

(4) The Pro Forma operating data and other data is presented as if the
acquisition of the Company on February 11, 1994 had been consummated on
January 1, 1994. Pro Forma adjustments consist of a reduction in general and
administrative expense and depreciation.

20
<PAGE>
RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING INFORMATION IN
CONJUNCTION WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE
PURCHASING SHARES IN THE OFFERINGS.

POSSIBLE CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS

INFLUENCE OF WAT AND WESTFIELD HOLDINGS

Upon consummation of the Offerings and concurrent transactions, WAT will own
% and %, and Westfield Holdings will own % and %, of the outstanding
Common Stock on a fully-diluted and non-fully diluted basis, respectively.
Westfield Holdings will also hold approximately % of the outstanding units of
WAT. To maintain the Company's qualification as a REIT, no Individual (other
than Frank P. Lowy and the members of his family, which are subject to a higher
ownership threshold based on their current percentage ownership that is in
excess of the limit currently applicable to other shareholders) may directly or
indirectly hold more than %, by value, of the capital stock and no person or
group may acquire or hold, directly or indirectly, an amount of capital stock
that would give rise to an obligation to file pursuant to Section 13(d)(3) of
the Exchange Act.

In addition, WAT is managed by Westfield America Management Limited ("WAM"),
a subsidiary of Westfield Holdings Limited. The WAT Trustee generally exercises
all of the voting rights over the shares of Common Stock as directed by WAM,
subject to applicable Australian law and certain other exceptions including an
exception in relation to the designation and election of directors of the
Company as set forth below. See "Principal Shareholders." The WAT Trustee may
only vote shares for the election of directors as directed by a majority of the
WAT unitholders voting on the matter at a meeting of unitholders. By virtue of
WAT's substantial ownership of Common Stock, WAT is in a position to exercise
significant influence on the Company. The Company is also managed and advised by
Westfield Holdings. Accordingly, WAT and Westfield Holdings together will be
able to elect all of the Company's directors and to control the vote on all
matters submitted to the Company's shareholders including approval of mergers,
sales of all or substantially all of the Company's assets, and "going private"
transactions and to exercise significant influence on the decision to terminate
the Manager, Developer or Advisor.

As of December 31, 1996, interests associated with the Lowy family owned
approximately 45% of the ordinary shares of Westfield Holdings Limited and 9% of
the outstanding WAT units and members of the Lowy family act as officers and
directors of Westfield Holdings, the manager of WAT and the Company. By virtue
of their ownership interests in Westfield Holdings Limited and WAT and their
positions as officers and directors, the Lowy family is in a position to
exercise significant influence on Westfield Holdings, WAT and the Company with
respect to the foregoing matters.

CONFLICTS OF INTEREST

Approximately $ million of the proceeds of the Offerings and concurrent
transactions will be utilized to purchase the Westfield Holdings Warrants and to
make the Garden State Plaza Loan to Westfield Holdings. In addition, WAT is
purchasing the 1997 WAT Warrant. The terms, agreements and understandings
relating to these transactions were negotiated by the Company and Westfield
Holdings or WAT. See "Certain Transactions."

By virtue of the contractual relationship between Westfield Holdings and the
Company with respect to management, development and advisory services and its
substantial ownership of Common Stock, Westfield Holdings has interests that may
conflict with the interests of persons acquiring Shares in the Offerings.
Implementation of the Company's key growth strategies will result in increased
management, development and advisory fees to Westfield Holdings. See "The
Company--The Company's Strategy for Operations Growth" and "Advisory Management
and Development Services to the Company."

Both WAT, by virtue of its stock ownership of the Company, and Westfield
Holdings, by virtue of its ownership of Common Stock, units of WAT and
management of WAT and the Company, are in a position to exercise significant
influence over the affairs of the Company, which influence might not be
consistent

21
<PAGE>

with the interests of other shareholders. Certain officers and/or directors of
Westfield Holdings also act as officers and/or directors of the Company.

A subsidiary of Westfield Holdings Limited is also the manager of WAT and
certain officers and/or directors of such subsidiary are also directors and/or
officers of the Company. In addition, all of the executive officers of the
Company are employed by and provide services to Westfield Holdings and other
properties managed by Westfield Holdings. All of the executive officers, other
than Frank P. Lowy, currently devote substantially all of their time to the
business and affairs of the Company. The Company anticipates that such officers
will continue to devote substantially all of their time to the business and
affairs of the Company. However, as a result of services performed for Westfield
Holdings and other properties managed by Westfield Holdings, there may be
periods of time during which a particular officer devotes less than
substantially all, or less than a majority, of his or her time to the business
and affairs of the Company.

Westfield Holdings will agree that, during the period in which it is the
Manager of the Centers and Advisor to the Company, it will not acquire any
ownership interest in shopping center properties or power centers in the United
States or manage or develop a shopping center property in competition with a
Center owned by the Company, except in the case of the acquisition by Westfield
Holdings of an entity that is then managing or developing a competitive center
(in addition to other properties). This non-competition agreement shall not
apply to any activity by Westfield Holdings with respect to airport projects.
Each of Frank Lowy, David Lowy, Peter Lowy and Steven Lowy will agree with the
Company that he will not acquire any ownership interest in shopping center
properties or power centers in the United States for so long as (i) Westfield
Holdings is the Advisor to the Company and the Manager of the Centers, and (ii)
interests associated with the Lowy family have significant ownership and
significant management involvement in Westfield Holdings Limited. The terms of
these agreements are summarized in "Advisory, Management and Development
Services to the Company." See "Principal Shareholders," "Certain
Transactions--Relationships and Transactions with Westfield Holdings" and
"Certain Transactions--Relationships and Transactions with WAT."

RELIANCE ON WESTFIELD HOLDINGS; LACK OF CONTROL OVER
DAY-TO-DAY ACTIVITIES OF OUTSIDE MANAGEMENT

Subsidiaries of Westfield Holdings Limited have management contracts (the
"Management Agreements") to manage the operations and leasing of the Centers and
an advisory agreement (the "Advisory Agreement") with the Company to provide
corporate strategic planning, administrative and other asset management services
to the Company. The Company has also entered into a master development framework
agreement (the "Master Development Framework Agreement") with a subsidiary of
Westfield Holdings Limited to perform the necessary planning and predevelopment
work to determine if a particular development is feasible and economically
viable and to provide the development services. The Company has agreed that any
properties acquired in the future that it controls will be subject to the
Management Agreements and Master Development Framework Agreement. The Company
has no employees and relies entirely on Westfield Holdings for the management of
the Company and the Centers and is not currently able to operate without
Westfield Holdings.

Because the Company cannot elect the directors of the Manager, the Advisor
or the Developer, its ability to control their actions on a day to day basis is
limited. However, the Company does have various approval rights over aspects of
management and development including that the Manager must operate within
budgets and leasing guidelines approved by the Company and in accordance with
policies set by the Company and that all development projects are subject to the
Company's approval of the plans and feasibility for such project and the cost
thereof. If the guidelines are not met or the Company does not grant its
approval to a development project, then the Manager or the Developer may not
take actions to lease the property or commence a development project. If the
Manager or Developer nonetheless takes any such action and a material breach of
the Management or Development Agreement occurs, then the Manager, Advisor or
Developer may be terminated. In addition, the Company generally has the ability
to

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terminate the agreements after the initial three-year term upon certain
conditions, including a determina-
tion by at least 75% of the Independent Directors and the WAT Trustee (so long
as WAT owns at least 10% of the capital stock of the Company) not to renew the
Management or Advisory Agreements because of unsatisfactory performance of the
Manager or the Advisor that is materially detrimental to the Company or because
the fees thereunder are not fair.

The terms, agreements and understandings relating to these transactions were
negotiated by the Company and Westfield Holdings. The Company believes that,
although these agreements were negotiated between associated parties, they
reflect market terms. The Company has discretion as to whether or not to
undertake a development project. The fees payable by the Company under the
Master Development Framework Agreement are subject to the review and approval of
the Board of Directors, including a majority of the Independent Directors.

For further details, see "Advisory, Management and Development Services to
the Company."

LIMITATIONS ON ACQUISITIONS AND CHANGE IN CONTROL

There are limitations on the ability of the shareholders of the Company to
change control of the Company due to the significant ownership by Westfield
Holdings and WAT of the outstanding Common Stock. In addition restrictions on
direct or constructive ownership of more than % by an Individual (other than
Frank P. Lowy and the members of his family) of the Company's outstanding shares
of capital stock, as well as restrictions on the amount of capital stock that
may generally be assembled by a person or group, within the meaning of Section
13(d) of the Exchange Act, may prevent a change of control of the Company. The
restrictions imposed by the Ownership Limit are designed in part to ensure that
the REIT ownership requirements continue to be met by the Company.

The Ownership Limit, the substantial influence of WAT and Westfield Holdings
and certain other provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Amended and Restated By-Laws (the "By-Laws")
and of Missouri law, may discourage a change in control of the Company and may
also (i) deter tender offers for the Common Stock which offers may be
advantageous to holders of the shares and (ii) limit the opportunities of
holders of the Common Stock to receive a premium for their shares that might
otherwise exist if an investor were attempting to assemble a block of shares or
otherwise effect a change of control of the Company. These provisions include,
among others, (i) a classified Board of Directors, (ii) the availability of
capital stock for issuance from time to time at the discretion of the Board of
Directors, (iii) inability of shareholders to take action by written consent,
(iv) prohibitions against shareholders calling a special meeting of
shareholders, (v) requirements for advance notice for raising of business or
making nominations at shareholders' meetings and (vi) additional requirements
for business combination transactions. See "Certain Provisions of the Company's
Articles of Incorporation and By-Laws and of Missouri Law."

RISKS GENERALLY INHERENT IN REAL ESTATE INVESTMENT

GENERAL FACTORS AFFECTING INVESTMENTS IN REAL ESTATE;
EFFECT OF ECONOMIC AND REAL ESTATE CONDITIONS

A shopping center's revenues and value may be adversely affected by a number
of factors, including but not limited to: the national economic climate; the
regional economic climate (which may be adversely affected by plant closings,
industry slowdowns and other factors); local real estate conditions (such as an
oversupply of retail space); perceptions by retailers or shoppers of the safety,
convenience and attractiveness of the shopping center; trends in the retail
industry; competition for tenants; high vacancy rates; changes in market rental
rates; the inability to collect rent due to bankruptcy or insolvency of tenants
or otherwise; the need periodically to renovate, repair and relet space and the
costs thereof; the ability of an owner to provide adequate maintenance and
insurance; increased operating costs; and the willingness and ability of the
property's owner to provide capable management and adequate maintenance. In
addition, other factors may adversely affect a shopping center's value without
affecting its current revenues,

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including: changes in governmental regulations, zoning or tax laws; potential
environmental or other legal liabilities; and changes in interest rate levels.

GEOGRAPHIC CONCENTRATION

Nine of the 22 Centers are located in California (representing approximately
43% of the Total GLA), four are located in Missouri (representing approximately
14% of the Total GLA) and four are located in Connecticut (representing
approximately 18% of the Total GLA). To the extent that general economic or
other relevant conditions in these regions decline and result in a decrease in
consumer demand in these regions, the Company's performance may be adversely
affected. The markets for certain Centers are also significantly dependent on
the financial results of major local employers and on industry concentrations.
For example, the sales growth of the Centers located in California was
negatively affected by the California economic recession from 1990 to 1993.

RISKS OF EXPANSION, REDEVELOPMENT AND ACQUISITION ACTIVITIES

The Company may incur risks in connection with the redevelopment and
expansion of existing shopping centers or the redevelopment of new and existing
shopping centers. These risks include the risk that redevelopment opportunities
explored by the Company may be abandoned after funds have been expended; the
risk that permits or approvals required for such development may not be
obtained; the risk that construction costs of a project may exceed original
estimates, possibly making the project uneconomical; the risk that redevelopment
may temporarily disrupt income; and the risk that occupancy rates and rents at a
completed project will not be sufficient to make the project profitable. In case
of an unsuccessful expansion or redevelopment project, the Company's loss could
exceed its investment in the project. Also, there may be competitors seeking to
expand properties or to acquire properties for redevelopment, some of which may
have greater resources than the Company. See "The Company--Company's Strategy
for Operations and Growth--Redevelopment, Repositioning and Expansion Potential
and Implementation" and "The Company--The Company's Strategy for Operations and
Growth--Acquisition of New Centers."

RELIANCE ON CERTAIN TENANTS AND ANCHORS

The Company's income and Funds from Operations could be adversely affected
in the event of the bankruptcy or insolvency, or a downturn in the business, of
any Anchor tenant or Anchor-owned store, or if any Anchor tenant does not renew
its lease when it expires. If the tenant sales in the Centers were to decline,
tenants might be unable to pay their rent or other occupancy costs. In the event
of default by a tenant, delays and costs in enforcing the lessor's rights could
be experienced. In addition, lease termination by one or more Anchor tenants of
a shopping center or the closing of one or more Anchor-owned stores whose
reciprocal easement agreements or leases may permit closing could result in
lease terminations or reductions in rent by other tenants whose leases may
permit cancellation or rent reduction in those circumstances and adversely
affect the Company's ability to re-lease the space that is vacated. Similarly,
the leases of certain Anchor tenants, and the reciprocal easement agreements to
which certain of the Anchor-owned stores are parties, permit an Anchor to
transfer its interest in a shopping center to another retailer, often only after
the expiration of an initial period. The transfer to a new Anchor tenant could
adversely affect customer traffic in the Center and thereby reduce the income
generated by that Center and could also allow certain other Anchors and other
tenants to make reduced rental payments or to terminate their leases at the
center. Each of these developments could adversely affect the Company's Funds
from Operations and its ability to make expected distributions to shareholders.

As of December 31, 1996, Anchors owned (in fee or subject to ground leases)
49.7% and leased 10.2% of the Total GLA of the Centers. As of the same date, the
May Company owned 17.0%, J.C. Penney owned 9.9% and Sears owned 8.1% of the
Total GLA. No other Anchor owned more than 4.1% of the Total GLA. Also, as of
such date, Macy's leased 2.8% of Total GLA and no other Anchor leased more than
2.7% of Total GLA. Also as of such date J.C. Penney represented 1.1% of the
aggregate annualized base rent of the Centers and no other Anchor represented
more than 1.1% of the aggregate annualized base rent of the Centers.

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<PAGE>
Collectively, tenants whose parent company is The Limited Stores occupy over
10% of the Mall GLA. These tenants include Abercrombie & Fitch, Bath & Body
Works, Express, Lane Bryant, Lerner, The Limited, Structure and Victoria's
Secret, among others. While each of these tenants is operated as an independent
subsidiary, an unexpected negative change in the financial strength of the
parent company, The Limited Stores, could conceivably result in the loss of some
or all of the revenues provided to the Company under the leases executed with
these tenants.

In addition to being an Anchor at many of the Centers, the May Company is
the lessee under financing leases of the May Properties. A negative change in
the financial condition of the May Company could result in the loss of some or
all of the revenues provided to the Company under the May Properties.

COMPETITION

All of the Centers are located in developed retail and commercial areas.
With respect to certain of the Centers, other malls or neighborhood and
community shopping centers, may compete within the Primary Trade Area of each of
the Centers. The amount of rentable space in the relevant Primary Trade Area,
the quality of facilities and the nature of stores at such competing malls could
each have a material adverse effect on the Company's ability to lease space and
on the level of rents the Company can obtain. In addition, retailers at the
Centers face potentially changing consumer preferences and increasing
competition from other forms of retailing, such as discount shopping centers,
outlet malls, upscale neighborhood strip centers, catalogues, discount shopping
clubs and telemarketing. Other development companies, including other REITs,
compete for super regional and regional shopping centers. In addition, while
specific competitive conditions vary on a center-by-center basis, all of the
Centers are located in major metropolitan areas which are served by multiple
retailing outlets and accordingly face strong competition. See "Business and
Properties--The Shopping Center Business" and "--Competition."

Although the Company believes the Centers compete effectively within their
trade areas, the Company must also compete with other owners, managers and
developers of super regional and regional shopping centers. Those competitors
that are not REITs may be at an advantage to the extent they can utilize working
capital to finance projects, while the Company (and its competitors that are
REITs) will be required by the annual distribution provisions under the Code to
distribute significant amounts of cash from operations to its shareholders. In
addition, the Company intends to distribute more cash to its shareholders than
is required by the Code. See "Distributions." If the Company should require
funds, it may have to borrow when the cost of capital is high. Moreover,
increased competition could adversely affect the Company's revenues and Funds
from Operations. See "Business and Properties--Competition."

LIQUIDITY OF ASSETS

Equity real estate investments are relatively illiquid and therefore tend to
limit the ability of the Company to vary its portfolio promptly in response to
changes in economic or other conditions. Additionally, the corporate level tax
that would be imposed upon certain built-in gains may make it uneconomical for
the Company or the applicable subsidiary to sell certain assets owned on the
first day of the first taxable year for which the Company or the applicable
subsidiary qualified as a REIT within 10 years of such applicable qualification
date, without adversely affecting returns to shareholders. See "--Possible
Taxation on Capital Gains" and "Federal Income Tax Considerations--Taxation of
the Company."

RISKS OF TENANT BANKRUPTCY

Because virtually all of the Company's income consists of rental income paid
by retail tenants at the Centers, the Company's cash flow and its ability to
make distributions to shareholders will be adversely affected if the Company is
unable to lease a significant amount of space in the Centers, or if a
significant number of tenants are unable to pay their rent. In times of
recession or other economic downturn, there is an increased risk that retail
tenants will be unable to meet their obligations to the Company, otherwise
default under their leases, or become debtors in cases under the Bankruptcy
Code. If any tenant becomes a debtor in a case under the Bankruptcy Code, the
Company would not be permitted to evict the tenant

25
<PAGE>
solely because of its bankruptcy, but the bankruptcy court could authorize the
tenant to reject and terminate its lease with the Company. The Company's claim
against such a tenant for unpaid, future rent would be subject to a statutory
cap that could be substantially less than the remaining rent actually owned
under the lease. In any event, the Company's claim for unpaid rent (as capped)
would likely not be paid in full.

The bankruptcy of an Anchor could have especially adverse consequences for a
Center, both by depriving the Company of the rent due from the Anchor and by
reducing foot traffic at the Center, impairing the performance of the remaining
tenants and their ability to meet their obligations to the Company.

The bankruptcy of any tenant, including any Anchor, and the rejection of its
lease may provide a Center with an opportunity to lease the vacant space to
another more desirable tenant on better terms, but there can be no assurance
that the Company would be able to do so. The Company has experienced retail
bankruptcies by tenants in the past, including Edisons Bros., Judy's, Paul
Harris, Merry Go Round and Woodward & Lothrop. The Company experienced no
adverse effects of such bankruptcies because the stores were re-leased with
stronger tenants paying higher rents.

LACK OF UPDATED TITLE INSURANCE

The Company will not obtain new policies of title insurance on the
Properties. Based upon (i) the Company's review of the existing owner's and/or
mortgagee's title insurance policies, which have been issued with respect to 12
of the Properties within the last six years, (ii) updated title reports obtained
by the Company for certain of the Properties, and (iii) the absence of any
knowledge by the Company of material title defects since Westfield Holdings
acquired an interest in the Company, the Company has determined that the
substantial cost of new owner's title insurance policies for the full market
value of these properties is not warranted.

CHANGES IN LAWS AFFECTING REAL ESTATE

Costs resulting from changes in real estate tax laws or real estate tax
rates generally are passed through to tenants and therefore should not affect
the Company. Changes in laws increasing the potential liability for
environmental conditions existing at properties, increasing the restrictions on
discharges or other hazardous waste conditions, or increasing building code or
similar local law requirements may result in significant unanticipated
expenditures which would adversely affect the Company's Funds from Operations
and its ability to make distributions to shareholders.

LAWS BENEFITTING DISABLED PERSONS

A number of Federal, state and local laws (including the Americans with
Disabilities Act of 1990) and regulations exist that may require modifications
to existing buildings or restrict certain renovations by requiring improved
access to such buildings by disabled persons. Additional legislation or
regulations may impose further burdens or restrictions on owners with respect to
improved access by disabled persons. The costs of compliance with such laws and
regulations may be substantial, and limits or restrictions on completion of
certain renovations may limit implementation of the Company's investment
strategy in certain instances or reduce overall returns on its investments. The
Company will review its properties periodically to determine the level of
compliance and, if necessary, take appropriate action to bring such properties
into compliance. Although management has concluded based on its review to date
that the costs of compliance with such current laws and regulations will not
have a material adverse effect on the Company, no assurance can be given in this
regard.

RISKS ASSOCIATED WITH DEBT FINANCING

POSSIBLE INABILITY TO REFINANCE BALLOON PAYMENTS ON DEBT

The Company does not expect to have sufficient Funds from Operations to be
able to make all of the balloon payments of principal on the debt of the Joint
Ventures and the Company in the aggregate

26
<PAGE>

principal amount of $586.1 million on a pro forma basis as of December 31, 1996,
after giving effect to the Offerings and concurrent transactions and the
application of the net proceeds as set forth in "Use of Proceeds" (including
amounts allocable to the Outside Partners) which becomes due in the period 1999
through 2001. The Company intends to refinance such debt at or before maturity
or otherwise to obtain funds through secured financings by utilizing
unencumbered properties or other real estate assets or unsecured financings. The
Company may also issue equity or debt in order to obtain funds. Any such equity
issuance may have a dilutive effect on existing shareholders of the Company.
However, there can be no assurance that the Company or the Outside Partners will
be able to refinance any such indebtedness or to otherwise obtain funds on
commercially reasonable terms, if at all. An inability to make such balloon
payments when due could cause a mortgage lender to foreclose on such properties,
which could have a material adverse effect on the Company. In addition, interest
rates on any debt incurred to refinance mortgage debt or debt facilities may be
higher than the rates on the current mortgages or debt facilities or at floating
rates.

The Company has entered into interest rate exchange agreements with Bankers
Trust (Counterparty) to manage future interest rates. These agreements consists
of swaps and involve the future receipt, corresponding with the expiration of
existing fixed rate mortgage debt, of a floating rate based on LIBOR and the
payment of a fixed rate. Notional amounts are used to express the volume of
interest rate exchange agreements. In the unlikely event that a counterparty
fails to meet the terms of an interest rate exchange agreement, the Company's
exposure is limited to the interest rate differential on the notional amount.
The Company does not anticipate non-performance by the counterparty.

At December 31, 1996, the Company had interest rate exchange agreements
beginning February 11, 1999 and expiring after three years with notional
principal amounts totaling $90 million which provide that the Company will pay
6.125% per annum. Subsequently, the Company entered into interest rate exchange
agreements beginning in February 1999 and April 2000 and expiring at various
dates in 2002 with notional principal amounts totaling $227 million which
provide that the Company will pay 6.25% per annum.

These exchange rate agreements ensure that, upon the expiration of certain
of the Company's mortgage debt, if the Company refinances such debt with new
LIBOR based loans, the interest rate on such loans will be no more than 6.125%
or 6.25%, plus the applicable spread of the loan at such time.

NO LIMITATION ON DEBT

On a pro forma basis as of December 31, 1996, after giving effect to the
Offerings and concurrent transactions and the application of the net proceeds as
set forth in "Use of Proceeds," the Company would have an aggregate of $576.0
million of debt, including $354.0 million of fixed rate debt, at an average
interest rate of 6.4% per annum, with Prudential secured and
cross-collateralized by seven wholly-owned Centers and $77.0 million of fixed
rate debt, at an average interest rate of 7.1% per annum, secured by the May
Properties. Except for a $15.0 million portion of the Prudential loan which
relates to the redevelopment of Mid Rivers Mall, such indebtedness is all
non-recourse.

The Company currently intends to adhere to a policy of maintaining a ratio
of a debt-to-Total Market Capitalization of not more than 50%. No assurance can
be given in this regard, however, and the organizational documents of the
Company do not limit the amount or percentage of indebtedness that it may incur.
On a pro forma basis at December 31, 1996, after giving effect to the Offerings
and concurrent transactions and the application of the net proceeds as set forth
in "Use of Proceeds" the Company would have a ratio of debt-to-Total Market
Capitalization of approximately %. As of December 31, 1996, the Company's
balance of cash and cash equivalents was $6.7 million, not including its
proportionate share of cash held by unconsolidated real estate partnerships. In
addition, the Company has a $50.0 million unsecured revolving credit facility
which on a pro forma basis would have been fully available at December 31, 1996.

The Company currently anticipates that cash from operations and its working
capital facility will be available to fund its business operations, recurring
and certain developmental capital expenditures, continuing debt service
obligations (other than the balloon payments discussed above), the payment of

27
<PAGE>

distributions, accounts payable and deferred taxes in respect of installment
sales and other dispositions of property. Additional borrowings will be required
for developmental capital expenditures and may from time to time be required in
connection with the obligations described in the preceding sentence. There can
be no assurance, however, that such borrowings will be available on commercially
reasonable terms, if at all. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-- Liquidity and Capital Resources"
and "--Cash From and Ratio to Fixed Charges."

EFFECTS OF DEBT FINANCING

The Company is subject to the risks normally associated with debt financing,
including the risk that the Company's cash flow from operations will be
insufficient to meet required payments of principal and interest, the risk that
existing indebtedness will not be able to be refinanced or that the terms of
such refinancing will not be as favorable as the terms of such indebtedness, and
the risk that necessary capital expenditures for such purposes as renovations
and other improvements will not be able to be financed on favorable terms or at
all. Certain significant expenditures associated with a property (such as
mortgage payments and other indebtedness) are generally not reduced when
circumstances cause a reduction in income from such property. Should such events
occur, the Company's Funds from Operations and its ability to make expected
distributions to shareholders would be adversely affected. If a property is
mortgaged to secure payment of indebtedness and the Company is unable to meet
mortgage payments, the property could be transferred to the mortgagee (or other
third parties) with a consequent loss of income and asset value to the Company.
The Company has $354.0 million of mortgage indebtedness held by Prudential which
contains cross-default and cross-collateralization features among seven
properties. See "Business and Properties--Debt Summary." Under cross-default
provisions, a default under the mortgages included in the cross-defaulted loan
constitutes a default under all such mortgages and can lead to acceleration of
the indebtedness due on each center within the collateral package. Pursuant to
such cross-collateralization feature, the excess of the value of a center over
the mortgage indebtedness specific to that center serves as additional
collateral for indebtedness against each other center within that particular
financing package.

With respect to one of the loans obtained by a Joint Venture, the lender
participates in a percentage of gross revenues above a specified base and after
deduction of debt service and various expenses.

ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT

FAILURE TO QUALIFY AS A REIT

Qualification as a REIT involves the application of highly technical and
complex provisions of the Code (for which there are only limited judicial or
administrative interpretations) and the determination of various factual matters
and circumstances not entirely within the Company's control. For example, in
order to qualify as a REIT, at least 95% of the Company's gross income in any
year must be derived from qualifying sources and the Company must make
distributions to shareholders aggregating annually to at least 95% of its REIT
taxable income (excluding net capital gains). In addition, the Company's
qualification as a REIT depends on the qualification of Westland Properties,
Inc., a subsidiary of the Company ("WPI") as a REIT. Although the Company and
WPI each believes that it has operated since February 12, 1994 in the case of
the Company and since January 1, 1996 in the case of WPI in a manner so as to
qualify as a REIT, and the Company and WPI intend to continue to operate in a
manner so as to continue to qualify as a REIT, no assurance can be given that
the Company or WPI is or will remain so qualified. See "Federal Income Tax
Considerations." Although the Company is not aware of any pending tax
legislation that would adversely affect the Company's or WPI's ability to
operate as a REIT, no assurance can be given that new legislation, regulations,
administrative interpretations or court decisions will not change the tax laws
with respect to qualification as a REIT or the Federal income tax consequences
of such qualification.

Skadden, Arps, Slate, Meagher and Flom LLP, tax counsel to the Company, will
issue an opinion on or prior to the effectiveness of this Registration Statement
that, commencing with the Company's taxable year

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<PAGE>

ended December 31, 1994, the Company was organized in conformity with the
requirements for qualification as a REIT, and its planned method of operation,
and its actual method of operation from February 12, 1994 through the date of
this Prospectus, will enable it to meet the requirements for qualification and
taxation under the Code. In addition, Skadden, Arps, Slate, Meagher and Flom
LLP, as tax counsel to WPI, will issue an opinion that, commencing with WPI's
taxable year ended December 31, 1996, WPI was organized in conformity with the
requirements for qualification as a REIT, and its planned method of operation,
and its actual method of operation from January 1, 1996 through the date of this
Prospectus, will enable it to meet the requirements for qualification and
taxation under the Code. In rendering these opinions, Skadden, Arps, Slate,
Meagher & Flom LLP relied on certain assumptions and representations, dated as
of the date of the Prospectus, by the Company and WPI and on opinions of local
counsel with respect to matters of local law. The opinions are expressed based
upon facts, representations and assumptions as of their date and Skadden, Arps,
Slate, Meagher & Flom LLP has no obligation to advise holders of Common Stock of
any subsequent change in the matters stated, represented or assumed or any
subsequent change in applicable law. No assurance can be given that the Company
or WPI has met these requirements or will continue to meet these requirements in
the future, and a legal opinion is not binding on the Internal Revenue Service
(the "IRS").

If, in any taxable year, the Company fails to qualify as a REIT, the Company
would not be allowed a deduction for distributions to shareholders in computing
taxable income and would be subject to Federal income tax on its taxable income
at corporate rates. As a result of the additional tax liability, the Company
might need to borrow funds or liquidate certain investments in order to pay the
applicable tax and the funds available for investment or distribution to the
Company's shareholders would be reduced for each of the years involved. In
addition, the Company would no longer be required by the Code to make any
distributions. Unless entitled to relief under certain statutory provisions, the
Company would also be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification is lost. Although the
Company currently intends to operate in a manner designed to qualify as a REIT,
it is possible that future economic, market, legal, tax or other considerations
may cause the Company to fail to qualify as a REIT or may cause the Board of
Directors of the Company with the consent of a majority of the holders of the
Preferred Stock and Common Stock to revoke the REIT election. See "Federal
Income Tax Considerations."

OWNERSHIP LIMIT

In order for the Company to maintain its qualification as a REIT, not more
than 50% of the value of its outstanding stock may be owned, directly or
constructively, by five or fewer individuals or entities (as set forth in the
Code and referred to herein as "Individuals"). Upon consummation of the
Offerings, the Articles will prohibit, subject to certain exceptions, direct or
constructive ownership of more than %, by value, of the outstanding shares of
capital stock of the Company by any Individual (except for Frank P. Lowy and the
members of his family who are prohibited from owning, directly or indirectly,
more than % of the outstanding capital stock of the Company). In addition,
the Articles will provide, subject to certain exceptions, that no person or
group may acquire or hold, directly or indirectly, an amount of capital stock
that would give rise to an obligation to file pursuant to Section 13(d)(3) of
the Exchange Act. The U.S. constructive ownership rules are complex and may
cause shares of capital stock owned directly or constructively by a group of
related individuals or entities to be constructively owned by one individual or
entity. The Articles authorize the Board of Directors to waive or increase the
ownership restrictions if the Board of Directors obtains satisfactory assurances
that ownership in excess of the limit will not jeopardize the Company's status
as a REIT. A transfer of shares to a person who, as a result of the transfer,
would violate one or more of the ownership restrictions, may be void. Under some
circumstances, such shares may be transferred to a trust, for the benefit of one
or more qualified charitable organizations designated by the Company, with the
intended transferee having only a right to share (to the extent of the
transferee's original purchase price for such shares) in proceeds from the
trust's sale of such shares. See "Federal Income Tax
Considerations--Requirements for Qualification" for additional information
regarding the Ownership Limit.

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<PAGE>

POSSIBLE TAXATION ON CAPITAL GAINS

Pursuant to an election made by the Company and to be made by WPI under
Internal Revenue Service Notice 88-19 ("Notice 88-19"), if during the ten-year
period beginning on the first day (the "Qualification Date") of the first
taxable year for which each such entity qualified as a REIT (February 12, 1994
for the Company and January 1, 1996 for WPI), the Company or WPI recognizes gain
on the disposition of any property (including, any partnership interest) held by
the Company or WPI or any partnership in which the Company or WPI held an
interest as of the Qualification Date, then, to the extent of the excess of (i)
the fair market value of such property as of the Qualification Date over (ii)
the adjusted income tax basis of the Company or WPI or the partnerships in such
property as of the Qualification Date, the Company and WPI, as the case may be,
will be required to pay a corporate level Federal income tax on its share of
such gain at the highest regular corporate rate.

Additionally, the taxable portion of the distributions paid to shareholders
of an entity that is subject to such corporate level tax will be increased by
the amount that the current and accumulated earnings and profits of such entity
are increased in respect of such gain. See "Federal Income Tax Considerations"
- -- "Taxation of the Company," "--Taxation of Taxable Domestic Shareholders" and
"--Taxation of Foreign Shareholders." Although the Company and WPI have no
present intention to dispose of any such property in a manner that would trigger
such tax consequences, there can be no assurance that such dispositions will not
occur. Among other reasons, such dispositions could occur in the case of
properties held by the Company or WPI through partnerships and with respect to
which the Company and WPI may not have control over disposition decisions. See
"--Conflicts of Interest with Outside Partners in Jointly-Owned Centers and
Limited Control With Respect to Certain Activities."

DISTRIBUTIONS TO SHAREHOLDERS; POTENTIAL REQUIREMENT TO BORROW

To obtain the favorable tax treatment associated with REITs qualifying under
the Code, the Company generally will be required each year to distribute to its
shareholders at least 95% of its net taxable income (excluding any net capital
gain). In addition, the Company will be subject to tax on its undistributed net
taxable income and net capital gain, and to a 4% nondeductible excise tax on the
amount, if any, by which certain distributions paid by it with respect to any
calendar year are less than the sum of 85% of its ordinary income plus 95% of
its capital gain net income for the calendar year plus certain undistributed
amounts from prior years.

The Company intends to make distributions to its shareholders to comply with
the distribution provisions of the Code and to avoid income taxes and the
nondeductible excise tax. The Company's income will consist primarily of its
share of income from the Properties. Differences in timing between the receipt
of income and the payment of expenses in arriving at taxable income of the
Company, and the effect of required debt amortization payments could require the
Company, to borrow funds on a short-term basis to meet the REIT distribution
requirements even if the Company believes that then prevailing market conditions
are not generally favorable for such borrowings or that such borrowings would
not be advisable in the absence of such tax considerations. For Federal income
tax purposes, distributions paid to shareholders may consist of ordinary income,
capital gains, nontaxable return of capital or a combination thereof. The
Company will provide its shareholders with an annual statement indicating the
tax character of the distributions.

The Company intends to continue to distribute to its shareholders
approximately 97% of its Funds from Operations. First, the Company intends to
distribute approximately 80% to 90% of the Company's expected Funds from
Operations as a regular quarterly distribution (the "Regular Quarterly
Distribution"). Second, the Company intends to make a special distribution (the
"Special Distribution") following the end of each fiscal year such that the
aggregate distributions will equal approximately 97% of Funds from Operations.
For the three-month period ended March 31, 1996, the Company declared a
distribution of $ per share to its shareholders. Distributions by the
Company will be determined by the Board of Directors in its discretion and will
depend on a number of factors, including the amount of Funds From Operations
available for distribution, the Company's, and the Joint Ventures' financial
condition, any

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decision by the Board of Directors to reinvest funds rather than to distribute
such funds, the actual or projected capital expenditures relating to the
Properties, the annual distribution requirements under the REIT provisions of
the Code (see "Federal Income Tax Considerations--Requirements for
Qualification--Annual Distribution Requirements") and such other factors as the
Board of Directors deems relevant. The Company's distribution policy may be
influenced by WAT's distribution policy. No distributions may be paid on any
Common Stock unless the full dividends on the Preferred Shares have been paid.
See "Distributions" and "Description of Capital Stock." The expected size of the
distributions may not allow the Company, using only cash flow from operations,
to fund 100% of (i) the tenant allowances associated with renewal or replacement
of current tenants as their leases expire and (ii) the retirement of all of its
debt when due, and therefore, the Company may be required to seek periodic debt
or equity financings to cover such items.

The Company plans to adopt a distribution reinvestment plan under which its
shareholders may elect to reinvest all or part of their distributions
automatically in additional shares of Common Stock. Any such distribution
reinvestment plan will not adversely affect the Company's ability to qualify as
a REIT for U.S. Federal income tax purposes. The Company understands that WAT
plans to adopt a similar plan for its unitholders. and intends to use the
proceeds of such distribution reinvestment plan to participate in the Company's
distribution reinvestment plan to the extent that its unitholders participate in
the WAT distribution reinvestment plan. Westfield Holdings intends to
participate in WAT's distribution reinvestment plan to the full extent of its
distributions on its units in WAT for a three-year period commencing with the
first distribution period for which reinvestment is permitted. No assurances can
be given that WAT will in fact adopt a distribution reinvestment plan, that WAT
will participate in the Company's distribution reinvestment plan, and that
Westfield Holdings will choose not to participate in WAT's distribution
reinvestment plan in the future.

CONFLICTS OF INTEREST WITH OUTSIDE PARTNERS IN JOINTLY-OWNED
CENTERS AND LIMITED CONTROL WITH RESPECT TO CERTAIN ACTIVITIES

Eight of the Centers (and certain other properties) are owned by Joint
Ventures consisting of the Company and one or more Outside Partners who own
interests from 24% to 70% of the Joint Ventures. Although the Company owns less
than a 50% interest in four of the Centers, three are managed by Westfield
Holdings. In addition, the Company is a limited partner in the Joint Venture
which owns North County Fair, and is one of two general partners in four Joint
Ventures (Annapolis Mall, Meriden Square, Topanga Plaza and Vancouver Mall) and,
therefore, has limited control regarding the operation and management of the
Centers owned by such Joint Ventures. With respect to partnerships for which the
Company serves as general partner, the Company may have certain fiduciary
responsibilities to other partners in those partnerships which it will need to
consider when making decisions that affect those properties owned by such Joint
Ventures. As a result, potential conflicts and other problems, certain of which
are summarized below, could arise as a consequence of these ownership
arrangements.

The sale or transfer of interests in some of the Joint Ventures is subject
to buy-sell provisions or rights of first refusal or first offer. A right of
first refusal generally requires a partner desiring to sell its interests to a
third party to offer the interest first to the other partner on the same terms
and conditions offered by the third party. A right of first offer generally
requires a partner that does not yet have a third-party offer (but that desires
to sell its interest) to first offer the partnership interest to the other
partner for a specified price. If the other partner declines to purchase, the
offering partner may then attempt to sell its interest to a third party on terms
not materially less favorable to the offering partner than those offered to its
partner. A buy-sell provision generally allows either partner to initiate a
process that will result in one of the partners purchasing the other partner's
interest. The initiating partner specifies the price at which it would be
willing to sell its interest or purchase its partner's interest, and the other
partner elects whether to sell or buy at the specified price. These provisions
and rights may work to the advantage or disadvantage of the Company because,
among other things, they may provide an opportunity to acquire the interests of
the Outside Partners on advantageous terms or require the Company to make
decisions as to the purchase or

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sale of interests in a Joint Venture at a time when the Company may not desire
to sell but may be forced to do so because it does not have the cash to purchase
the other party's interest.

In addition, the consent of each Outside Partner could be required with
respect to certain major transactions, such as refinancing, encumbering,
expanding or selling a Property and with respect to a Joint Venture's
distribution policies. The interest of the Outside Partners and those of the
Company are not necessarily aligned in connection with the resolution of such
issues. Accordingly, the Company may not be able to resolve any such issue
favorably, or the Company may have to provide financial or other inducement to
the Outside Partner to obtain such a resolution. These limitations may result in
decisions by third parties with respect to such Properties that do not fully
reflect the interests of the Company at such time, including decisions relating
to the requirements with which the Company must comply in order to maintain its
status as a REIT for tax purposes. The Company will be contractually restricted
from selling certain of these Properties after the closing of the Offerings
without the consent of unrelated parties. These limitations on sale may
adversely affect the Company's ability to sell these Properties at the most
advantageous time for the Company.

Since the Company is only a limited partner in the partnership that owns
North County Fair and the Center is not managed by Westfield Holdings, the
Company has presented its financial data in this Prospectus on a basis that both
includes and excludes the results of North County Fair to differentiate between
Centers managed by Westfield Holdings and North County Fair that is managed by a
third party.

For a more detailed description of the Joint Ventures, see "Business and
Properties--The Centers."

BANKRUPTCY OF OUTSIDE PARTNERS

The bankruptcy of an Outside Partner could adversely affect the operation of
any Property in which the Outside Partner held an interest. Under the Bankruptcy
Code, any action by the debtor that is not in the ordinary course of its
business requires bankruptcy court approval, which in turn generally requires
prior notice to the debtor's creditors and a hearing in court. Thus, any action
that requires approval of an Outside Partner in bankruptcy and is arguably not
an "ordinary course" matter may be subject to delay and uncertainty while the
Outside Partner seeks bankruptcy court approval. There can be no assurance that
such approval would be obtained, particularly in cases in which the interests of
the Outside Partner and the Company may conflict, or where additional funding
from the Outside Partner is required. If a Joint Venture has incurred recourse
obligations, the discharge in bankruptcy of an Outside Partner might result in
the ultimate liability of the Company for a greater portion of such obligations
than it would otherwise bear. In addition, even if the Outside Partner (or its
estate) was not completely relieved of liability for such obligations, the
Company might be required to satisfy such obligations and then rely upon a claim
against the Outside Partner's estate for reimbursement.

EFFECT OF UNINSURED LOSS ON PROFITABILITY

The Company's subsidiaries, the Joint Ventures and the Company carry
comprehensive liability, fire, extended coverage and rental loss insurance
covering the Properties, with policy specifications and insured limits
customarily carried for similar properties. There are, however, certain types of
losses (such as from wars, floods and earthquakes) that are generally either not
insured, not insured at full replacement cost or insured subject to larger
deductibles. Should an uninsured loss or a loss in excess of insured limits
occur, some or all of the capital invested in the Property, as well as the
anticipated future revenues from the Property, could be lost, while the Property
owner remains obligated for any mortgage indebtedness or other financial
obligations related to the Property. Any such loss could materially adversely
affect the Company. Moreover, wherever the Company is a general partner of the
Joint Venture, the Company will generally be liable for any unsatisfied
obligations of such Joint Ventures other than nonrecourse obligations. The
Company believes that the Properties are adequately insured in accordance with
industry standards. Many of the Properties are located in areas where the risk
of earthquakes is greater than in other parts of the country, including nine
Centers in California. The Company currently carries earthquake insurance on all
Centers managed by Westfield Holdings. Such policies are subject to a deductible
equal to

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5% of the total insured value of each Center managed by Westfield Holdings and a
combined annual aggregate loss limit of $100 million on the Centers.

POSSIBLE ENVIRONMENTAL LIABILITIES

Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of releases, including removal or remediation, of hazardous
or toxic materials on, under, in, or from such property. Such laws often impose
liability whether or not the owner or operator knew of, or was responsible for,
the presence or release of such hazardous or toxic materials. The presence of
hazardous or toxic materials, or the failure to remediate such property
properly, may adversely affect the owner's ability to sell such property or to
borrow using such property as collateral, and may cause the property owner to
incur substantial cleanup costs. Persons who arrange for the disposal or
treatment of hazardous or toxic materials may also be liable for the costs of
removal or remediation at the disposal or treatment facility to which such
materials were sent. Certain other laws regulate the management of, and may
impose liability for, personal injuries associated with exposure to
asbestos-containing materials or other regulated materials. In addition, if any
of the Centers undergoes renovation or demolition in the future, the Company may
incur substantial costs for the removal and disposal of such materials.

In connection with its ownership and operation of its currently and
formerly-owned properties, the Company and the Joint Ventures may be potentially
liable for removal or remediation costs, as well as certain other costs,
including governmental fines and costs related to injuries to persons and
property, resulting from environmental conditions at such properties. An
independent consultant has reviewed certain existing environmental reports,
including "Phase I" site assessments (which generally include a visual site
inspection, interviews and a records review) of the Centers, to identify
environmental conditions at the Centers and certain formerly-owned properties.
The environmental reports were prepared in 1993 for all of the Centers other
than the Acquired Properties and in 1996 for the Acquired Properties. Although
all of the environmental reports were made available to the Company, a majority
of the reports were prepared for parties other than the Company and the Company
does not have recourse against the preparer of such reports in the event such
reports are inaccurate. The Company has from time to time commissioned
additional or follow-up investigations by various outside consultants. There can
be no assurance, however, that circumstances have not changed since any
investigations were completed, that they reveal all potential environmental
liabilities and obligations or are accurate, or that prior owners or operators
of the properties have not created a potential environmental liability unknown
to the Company. On the basis of the foregoing investigations and the Company's
knowledge of the operation of the Properties, the Company believes that many of
the Centers and properties formerly owned by the Company contain or historically
contained petroleum storage tanks and included automobile service operations,
and that such operations have, or may have, resulted in soil or groundwater
contamination. Further, the Company is aware of asbestos containing materials in
each of the Centers and in at least some of the formerly owned properties.

Although there can be no assurances, the Company does not believe that
environmental conditions at any of the Properties will have a material adverse
effect on the Company's business, financial condition or results of operations.
There can be no assurance that environmental laws and regulations will not
become more stringent in the future or that the environmental conditions on or
near the Properties, presently known or unknown, will not have a material
adverse effect on individual Properties or the Company in the future. See
"Business and Properties--Environmental Matters."

LACK OF INDEPENDENT VALUATION OF THE COMPANY

No appraisals, or independent valuation or fairness opinions from a
financial point of view of the Properties have been used by the Company in
connection with the Offerings. Furthermore, the valuation of the Company is not
based upon the historical cost of assets or the current market value thereof.
Accordingly, the aggregate price of the Common Stock may exceed the aggregate
fair market value of the

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Properties. For a discussion of the factors considered in determining the
initial public offering price, see "Underwriting."

ABSENCE OF PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no public market for the shares of
Common Stock. Application has been made to list the Common Stock on the NYSE;
however, no assurance can be given that an active trading market for the Shares
will develop or be sustained after the Offerings or that the Shares may be
resold at or above the initial public offering price. See "Description of
Capital Stock--Listing." The market for equity securities can be volatile and
the trading price of the Shares could be subject to wide fluctuations in
response to operating results, news announcements, trading volume, general
market trends and other factors. The initial public offering price of the Shares
was determined based on, among other factors, prevailing market conditions in
the equity securities market, the price at which WAT units have been trading on
the ASX, dividend yields, price-earnings and price-Funds from Operations ratios
of publicly traded REITS that the Company and the underwriters believe to be
comparable to the Company, an assessment of the recent results on operations of
the Company (which are based on the results of operations of the Properties),
estimates of the future prospects of the Company, the present state of the
Company's development projects, the current state of the real estate markets in
the geographic areas in which the Company operates and the economics of the
Company's principal markets as a whole. See "Underwriting." One of the factors
that may influence the price of the shares of Common Stock in public markets
will be the annual distribution rate on such shares as compared with the yields
on alternative investments. Any significant increase in market interest rates
from their current low levels could lead holders of Common Stock to seek higher
yields through other investments, which could adversely affect the market price
of the Common Stock. Moreover, numerous other factors, such as governmental
regulatory action and tax laws, as well as the number of shares available for
future sale, could have a significant impact on the future market price of the
shares of Common Stock. The public market price for WAT units on the ASX could
adversely affect the prevailing market price of the shares of Common Stock.

POSSIBLE ADVERSE EFFECTS ON STOCK PRICES ARISING FROM SHARES AVAILABLE FOR
FUTURE SALE

Upon consummation of the Offerings and concurrent transactions, in addition
to the shares of Common Stock to be issued in connection with the Offerings,
shares of Common Stock will be outstanding. In addition WAT will
continue to hold the 1996 Warrant entitling it to purchase 6,246,096 shares of
Common Stock, in whole or in part, at any time and from time to time prior to
July 1, 2016, at an exercise price of $16.01 per share, subject to adjustment in
certain events, and will purchase the 1997 Warrant entitling it to purchase
shares of Common Stock, in whole or in part, at any time and from time
to time prior to May , 2017, at an exercise price equal to the initial public
offering price for the Shares. See "Certain Transactions--Relationships and
Transactions with WAT" and "Principal Shareholders."

All of the Shares sold in the Offerings will be freely tradeable by persons
other than "affiliates" of the Company without restriction under the Securities
Act, subject to the limitations on ownership set forth in the Articles. The
shares of outstanding Common Stock held by WAT, Westfield Holdings and
certain other existing shareholders, as well as shares issuable upon exercise of
the WAT Warrants, will be "restricted" securities within the meaning of Rule 144
promulgated under the Securities Act and may not be sold in the absence of
registration under the Securities Act or unless an exemption from the
registration is available, including exemptions contained in Rule 144. Certain
of those shares may become eligible for sale in the public market 90 days after
the effective date of this Registration Statement of which this Prospectus is a
part, subject to compliance with the volume limitations under Rule 144. See
"Shares Available for Future Sale." Westfield Holdings will have certain demand
rights to register sales of Common Stock 36 months after the date of closing of
the Offerings. See "Shares Available for Future Sale--Registration Rights."

The Company and Westfield Holdings will each agree, subject to certain
exceptions (including the exercise of the WAT Warrants), not to (i) sell, grant
any option to purchase or otherwise transfer or

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dispose of any Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock or file a registration statement under the
Securities Act with respect to the foregoing or (ii) enter into any swap or
other agreement or transaction that transfers, in whole or in part, the economic
consequence of ownership of the Common Stock, for a period of 90 days from the
date of this Prospectus, without the prior written consent of Merrill Lynch.

No prediction can be made as to the effect, if any, that future sales of
shares of Common Stock, the availability of shares of Common Stock for future
sale, or future issuances of shares including upon the exercise of the WAT
Warrants will have on the market price of the Common Stock prevailing from time
to time. Sales of substantial numbers of shares of Common Stock, or the
perception that such sales could occur, could adversely affect the prevailing
market price for the Common Stock. If such sales reduce the market price of the
Common Stock, the Company's ability to raise additional capital in the equity
markets could be adversely affected. The existence of the WAT Warrants and the
registration rights referred to above also may adversely affect the terms upon
which the Company can obtain additional equity in the future. See "Shares
Available For Future Sale" and "Underwriting."

CHANGES IN POLICY WITHOUT SHAREHOLDER APPROVAL

The major policies of the Company, including its policies with respect to
acquisitions, financing, growth, investments, debt capitalization, distributions
and operating policies, will be determined by the Board of Directors. Although
it has no current intention of doing so, the Board of Directors may amend or
rescind these and other policies from time to time without a vote of the
shareholders of the Company. Accordingly, shareholders will have no control over
changes in policies of the Company, and changes in the Company's policies may
not fully serve the interests of all shareholders.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements. Discussions containing
such forward-looking statements may be found in the material set forth under
"Prospectus Summary," "The Company," "Capitalization," "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and "Business
and Properties," as well as within the Prospectus generally. Such statements are
subject to a number of risks and uncertainties. Actual results in the future
could differ materially from those described in the forward looking statements
as a result of the risk factors set forth above and the matters set forth in the
Prospectus generally. The Company undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements that may be made
to reflect any future events or circumstances.

IMMEDIATE DILUTION

The pro forma net tangible book value per share of the Company's assets
after the Offerings and concurrent transactions is lower than the initial public
offering price per Share in the Offerings. Accordingly, the purchasers of Shares
will experience an immediate dilution of $ per Share in the net tangible book
value of the Shares. See "Dilution."

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THE COMPANY

GENERAL

The Company has been engaged for over 40 years in owning, operating,
leasing, developing, redeveloping and acquiring super regional and regional
shopping centers and power centers located primarily in major metropolitan areas
in the United States. Since 1994, subsidiaries of Westfield Holdings Limited
have provided management, development and advisory services (including advice as
to its strategic policies) to the Company. As such, the Company has no employees
and relies solely on Westfield Holdings for management services. See "Risk
Factors--Possible Conflicts of Interest and Related Party Transactions" for a
discussion of possible conflicts. The Company owns interests in a portfolio of
13 super regional shopping centers, six regional shopping centers, three Power
Centers, the May Properties and certain other minor real estate investments. The
Centers are located in seven states in the United States. The Company is
organized and operates as a REIT and expects to continue to be operated as a
REIT under the Code for Federal income tax purposes.

The Centers contain approximately 19.2 million square feet of Total GLA,
including 74 Anchors and approximately 2,500 Mall Stores, of which approximately
1.3 million square feet are currently under redevelopment and approximately 3.2
million square feet are planned for redevelopment over the next five years. For
the year ended December 31, 1996, the Mall Stores reported sales exceeding $1.5
billion and Anchors reported sales exceeding $2.0 billion. The Centers under
Westfield Holdings management reported average Mall Store sales of $297 psf for
the same period ($300 psf, including North County Fair for the same period).
Mall GLA at Stabilized Centers was 92% leased as of December 31, 1996 (91%
leased, including North County Fair).

The Company has achieved substantial growth since 1994 when Westfield
Holdings began advising the Company and providing management services to its
Centers. For the Mall Stores under Westfield Holdings management (excluding the
recently redeveloped Eastland Center), from 1994 to 1996, average base rent per
square foot at the Centers increased at a compound annual rate of approximately
4.5% (4.2%, including North County Fair), sales per square foot at the Centers
increased at a compound annual rate of 6.3% (6.2%, including North County Fair)
and leased Mall GLA at Stablized Centers improved from 88% leased to 92% leased
(88% to 91%, including North County Fair). In addition, from 1994 to 1996, the
Company's Funds from Operations increased at a compound annual rate of
approximately 14.1% per annum.

The management and leasing of the Company's super regional and regional
shopping centers and power centers are conducted by a partnership wholly-owned
by Westfield Holdings which receives a property management fee from the Company
equal to 5% of all minimum, fixed and percentage rents payable with respect to
the wholly-owned Centers, with fees payable with respect to Joint Venture
Centers based on the terms of the Joint Venture agreements (subject to a cap of
5% on the Company's share of such payments). Westfield Holdings also provides
advisory services to the Company through the Advisor, which will receive an
annual advisory fee based on the annual Funds from Operations of the Company but
shall not exceed 55 basis points on the net equity value of the Company's
assets. The advisory fee is not payable for the period through December 31,
1997. Design, architectural, engineering and development services are provided
by a wholly-owned subsidiary of Westfield Holdings Limited for which it receives
a fixed architectural and engineering fee equal to 10% of the construction costs
plus a fixed development fee equal to 5% of the final gross project price. For a
more detailed description of Westfield Holdings's managing role including
further information on fees payable to Westfield Holdings for its services, see
"Advisory, Management and Development Services to the Company."

The principal executive offices of the Company are located at 11601 Wilshire
Boulevard, 12th Floor, Los Angeles, California 90025 (telephone: 310-478-4456).
The headquarters for each of the Manager, Advisor and Developer are located at
the same address in Los Angeles, California.

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COMPANY STRUCTURE AND HISTORY

The Company was incorporated in 1924 for the purpose of holding title to
certain department store properties and has been involved in developing shopping
centers since the mid 1950's. In 1994, Prudential sold 40% of the Company to
Westfield Holdings and the remainder to certain other investors, after
Prudential had filed a registration statement for the initial public offering of
common stock of the Company to the public but before marketing of the securities
commenced or such registration statement was declared effective. In 1995,
Westfield Holdings acquired an additional 10% of the Company. In 1996 and early
1997, the Company was recapitalized when WAT acquired 74.6% of the outstanding
Common Stock and the 1996 WAT Warrant. In addition the Company sold $134.0
million of non-voting preferred stock and Common Stock to foreign and U.S.
investors (inclusive of a $14.0 million investment that certain of the then
existing investors agreed to retain in the Company). The Company utilized a
portion of the proceeds of the sale of its Common Stock and non-voting preferred
stock to repurchase the stock of certain investors other than Westfield
Holdings.

Contemporaneously with these restructuring transactions, the Company
acquired indirect ownership of the Acquired Properties from interests associated
with the Lowy family and an option to acquire the stock of Westland Realty,
Inc., the holder of an indirect 50% interest in Garden State Plaza from
Westfield Holdings. For more information on the Garden State Plaza Option and
the transactions referred to above, see "The Company--The Company's Strategy for
Operations and Growth--Garden State Plaza Option" and "Certain
Transactions--Relationships and Transactions with Westfield Holdings."

As part of the Recapitalization, ABP acquired an equity interest in the
Company through the purchase of 940,000 shares of Series A Preferred Shares,
with an aggregate liquidation value of $94.0 million. ABP has agreed to acquire,
subject to the satisfaction of certain conditions, an additional % equity
interest in the Company by purchasing up to shares of Series B Preferred
Stock (based on the mid-point of the price range), with an aggregate liquidation
amount of $ million simultaneously with the closing of the Offerings. Although
the Company expects all of the conditions to the sale of the Series B Preferred
Shares will be satisfied, no assurance can be given in this regard. ABP also
holds options issued by WAT that permit ABP to acquire units of WAT for cash or
in exchange for Series A Preferred Shares. In connection with the acquisition of
the Series B Preferred Shares, ABP has also agreed to acquire additional options
issued by WAT that will permit ABP to acquire additional units of WAT for cash
or in exchange for Series B Preferred Shares.

Also simultaneously with the closing of the Offerings, WAT will acquire a
warrant (the "1997 WAT Warrant", and , together with the 1996 WAT Warrant, the
"WAT Warrants") to purchase shares of additional Common Stock from the
Company at the same price as the initial public offering price for the Shares.
The purchase price for the 1997 WAT Warrant is $ .

As a result of these transactions and after giving effect to the Offerings
and concurrent transactions, WAT will own %, and Westfield Holdings will own
%, of the outstanding Common Stock on a fully-diluted basis. Westfield
Holdings will also hold an approximately % equity interest in WAT. In
addition, ABP will hold an approximately % equity interest in the Company
through the ownership of the Preferred Stock. See "Principal Shareholders."

Following the consummation of the Offerings, the Company intends to form an
operating partnership (the "Operating Partnership") prior to January 1, 1998.
The Company will be the sole general partner of and initially own 100% of the
Operating Partnership. The Company intends to transfer substantially all of its
interests in the Properties to the Operating Partnership or to subsidiary
property partnerships or limited liability companies owned by the Operating
Partnership. The Company expects the Operating Partnership will thereafter be
the entity through which the Company conducts substantially all of its
operations. Westfield Holdings will provide advisory services to the Operating
Partnership pursuant to the Advisory Agreement. As a result of such transfer of
the Properties to the Operating Partnership, the Company does not expect to
incur any material transfer or other taxes.

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WESTFIELD HOLDINGS

Westfield Holdings is a fully-integrated, international developer, builder
and manager of shopping centers and manager and advisor to public real estate
investment entities. Westfield Holdings has its headquarters in Sydney,
Australia and employed approximately 2,400 people worldwide as of December 31,
1996. Westfield Holdings, which was publicly listed in 1960, was co-founded by
Frank P. Lowy. In 1993, Frank P. Lowy was acknowledged as one of the six
"pioneers" of the shopping center industry worldwide by the ICSC. By combining
financial strength and over 35 years of experience with a business philosophy
that stresses innovation, Westfield Holdings has built a successful shopping
center business, with shopping center assets under management having a value in
excess of Aus.$10.0 billion as of December 31, 1996, comprised of more than
8,500 retail stores in 56 centers in the United States, Australia and Asia, with
39.3 million square feet of total gross leasable area.

Westfield Holdings Limited, listed on the ASX, had a market capitalization
of approximately Aus.$ billion as of April 1997. According to the Stock
Exchange Index Service of the ASX, calculated as of June 30, 1996, the value of
shares of Westfield Holdings Limited has increased at a compound rate of 49.7%,
with Aus.$1,000 invested in 1990 worth Aus.$11,249 in 1996, although past
performance is not an indication of future results. Westfield Holdings is also a
manager and advisor to real estate investment entities -- Westfield Trust and
WAT, both of which are Australian public property trusts traded on the ASX.
Based on its market capitalization of approximately billion as of April
, 1997, Westfield Trust is one of the two largest property trusts in
Australia.

The Company believes that Westfield Holdings's success stems from its
integrated approach to all disciplines required to conceive, build and then
manage a modern retail development on behalf of its owners. The Company believes
it is this integration across all operating divisions and Westfield Holdings's
intense involvement in key aspects of the centers it manages that makes
Westfield Holdings unique. Westfield Holdings's development expertise includes
establishing the feasibility of the projects, securing development approvals,
producing architectural designs and performing and supervising construction.
Westfield Holdings also arranges the ongoing leasing program and installs and
operates management and marketing systems to ensure that a center achieves its
full potential. This in-house integrated approach to shopping center
development, management and leasing enhances Westfield Holdings's ability to
carry out major redevelopment and upgrading of centers.

Since 1977, Westfield Holdings's U.S. business has included the
redevelopment and expansion of 11 shopping centers in California, Connecticut,
Michigan, Missouri, New Jersey and New York. Westfield Holdings's U.S. business
currently manages and provides development services to 26 shopping centers (two
of which are owned by subsidiaries of Prudential, one of which is owned by a
real estate investment fund managed by Heitman JMB Advisory Corporation and the
third of which is owned by a real estate investment fund managed by Goldman,
Sachs & Co.) with more than 24.5 million square feet of total gross leasable
area, including the Centers and Garden State Plaza as well as the retail
facilities at Dulles and National Airports in Washington, D.C. and Terminal C at
Logan Airport in Boston, Massachusetts. Westfield Holdings's U.S. operations are
headquartered in Los Angeles, California, and employ approximately 950 people in
the United States. Westfield Holdings's senior management team has extensive
experience in the development, construction, management and financing of super
regional and regional shopping centers, with an average of approximately 20
years in the industry. Westfield Holdings derived approximately 41% of its U.S.
management, advisory and development revenues from the Company in 1996.
Westfield Holdings has advised the Company that it expects the amount of its
U.S. business attributable to the Company to substantially increase upon
completion of the redevelopment of Garden State Plaza in 1997 from which it
received substantial development revenue in 1996.

The Company has access to and relies upon the resources and depth of the
management of Westfield Holding's worldwide operations. Westfield Holdings
provides a full range of services to the Company including many which are
typically outsourced by real estate owners to third parties. These services
include strategic and day-to-day management, research investment analysis,
acquisition and due diligence, development, construction, architectural advice,
marketing, asset management, capital markets, disposition of

38
<PAGE>

asset, legal and accounting services. In contrast to many other shopping center
companies, the Company is not exposed to the same degree of risk of increasing
costs for many of these services because the fees payable to the Manager and the
Advisor are incentive based or fixed as a percentage of assets or revenues. For
a fuller description of Westfield Holdings's management arrangements with the
Company, including fees payable to Westfield Holdings for its services, see
"Certain Transactions--Management Agreements and Other Relationships" and
"Advisory, Management and Development Services to the Company."

Westfield Holdings will agree that it will not acquire any ownership
interest in shopping center properties or power centers in the United States for
so long as it is the Advisor to the Company and the Manager of the Centers. Each
of Frank Lowy, David Lowy, Peter Lowy and Steven Lowy will agree with the
Company that he will not acquire any ownership interest in shopping center
properties or power centers in the United States for so long as (i) Westfield
Holdings is the Advisor to the Company and Manager of the Centers and (ii)
interests associated with the Lowy family have significant ownership and
significant management involvement in the operations of Westfield Holdings
Limited. In addition, Westfield Holdings has agreed in its management and
development agreements with the Company that it will not manage or develop any
shopping center in competition with a Center owned by the Company, except in the
case of the acquisition by Westfield Holdings of an entity that is then managing
or developing a competitive property (in addition to other properties). This
non-competition agreement shall not apply to any activity by Westfield Holdings
with respect to airport projects.

Contemporaneously with the Offerings, the Company will purchase from
Westfield Holdings Limited for an aggregate purchase price of Aus.$19.6 million,
the non-transferable Westfield Holdings Warrants to acquire 9.8 million ordinary
shares of Westfield Holdings Limited, which would be as of the date hereof equal
to approximately 9% of the ordinary shares of Westfield Holdings Limited
outstanding after the exercise of the options. The term of the Westfield
Holdings Warrants is five years but will be seven years if Australian law is
changed to permit such longer term. The Westfield Holdings Warrants may be
exercised in whole or in part following the third anniversary of the grant of
the Westfield Holdings Warrant. Each Westfield Holdings Warrant will have an
exercise price equal to the weighted average of the sale prices of ordinary
shares of Westfield Holdings Limited on the ASX for the 20 business days
immediately preceding the consummation of the Offerings and, subject to certain
anti-dilution adjustments, will entitle the Company to receive one ordinary
share of Westfield Holdings Limited. In addition, the Company has the right to
elect to exercise the option without a cash payment, in which event the Company
would be entitled to receive, at the option of Westfield Holdings Limited,
either the number of Westfield Holdings Limited ordinary shares equal in value
to, or cash in an amount equal to, the amount by which the then market price of
the ordinary shares of Westfield Holdings Limited exceeds the exercise price of
such options. For these purposes, the market price of an ordinary share of
Westfield Holdings Limited will be equal to the weighted average of the sale
prices of such shares on the ASX for the 20 business days immediately preceding
the exercise date. On April , 1997, the closing sale price on the ASX of the
Westfield Holdings Limited ordinary shares was Aus.$ .

WAT is an Australian public property trust which was formed to acquire a
majority interest in the Company and was listed on the ASX in July 1996 when it
raised approximately Aus.$402 million. WAT had a market capitalization as of
April , 1997 of approximately Aus.$ million. WAT is managed by Westfield
America Management Limited, a wholly-owned subsidiary of Westfield Holdings
Limited. Perpetual Trustee Company Limited is the independent public trustee of
WAT. WAT has informed the Company that substantially all of its assets currently
consist of its interest in the Company. The Company believes that so long as
substantially all of WAT's assets consist of its interest in the Company, WAT's
performance on the ASX should be substantially linked to the performance of the
Company. Subject to certain withholding tax, income tax and exchange rate
matters as well as WAT trust governance and voting provisions, the Company
believes that the WAT units and the Shares should trade within a reasonable
range of each other. The Company believes that in the future WAT may be able to
raise additional funds in the Australian capital markets which it may elect to
invest in the Company if the Company elects to raise additional equity capital,
thereby providing to the Company an additional source of capital.

39
<PAGE>

Westfield Holdings will continue to own a significant stake in the Company.
The following table demonstrates the Common Stock ownership of Westfield
Holdings in the Company on a fully-diluted basis upon consummation of the
Offerings and concurrent transactions (for a description of concurrent
transactions, see "Use of Proceeds" and "Pro Forma Financial Statements").

<TABLE>
<S> <C>
Direct ownership of the Company....................................... %
Indirect ownership through direct ownership of WAT units.............. %
---
Total............................................................... %
---
---
</TABLE>

<TABLE>
<S> <C>
Indirect ownership through direct ownership of Westfield Holdings..... %
Indirect ownership through direct ownership of WAT units.............. %
---
Total............................................................... %
---
---
</TABLE>

THE COMPANY'S STRATEGY FOR OPERATIONS AND GROWTH

GENERAL STRATEGY

The Company's goal is to increase per share Funds from Operations and
thereby maximize the long-term value of the Company and the return to
shareholders through the following key strategies: (i) the redevelopment,
expansion and market repositioning of its current Centers, (ii) the acquisition
of additional super regional and regional centers with a view towards increasing
the value of such centers through redevelopment, expansion and repositioning,
(iii) the improvement of the operating performance of its properties through
intensive and efficient management, cost control, leasing and marketing and (iv)
the awareness and anticipation of trends in the retailing industry and the
introduction of new retailing concepts to its properties.

The Company has engaged subsidiaries of Westfield Holdings Limited to
provide management and advisory services to the Company and the Centers and to
provide property management and architectural, design, engineering and
development services to the Properties. The Company believes that Westfield
Holdings, as a fully integrated, international developer, builder and manager of
shopping centers with a history as a manager and advisor of public real estate
investment entities, and with substantial experience in the U.S. market,
possesses the skills and expertise to execute successfully the Company's
strategy and enhance the income and value of the Company's portfolio.

REDEVELOPMENT, REPOSITIONING AND EXPANSION POTENTIAL AND IMPLEMENTATION

The Company believes that redevelopment, repositioning and expansion are key
to maximizing the use and performance of its assets and increasing its income
growth and capital appreciation. The Company is continually evaluating the
redevelopment potential of its Properties and anticipates that it will pursue
opportunities for substantial redevelopment and repositioning at the Properties.
The Company believes that redevelopment is important because of the financial
and regulatory burdens presented by the development of new regional shopping
centers. The Company believes that these projects will enable the existing
Centers both to compete better within their existing markets and to attract new
customers and therefore attain a stronger market position and an expanded
customer base. The Company believes that most of its Centers, even those which
have undergone redevelopment in the past five years, have continuing
redevelopment potential. The Company also believes that Westfield Holdings is
well situated to take advantage of these opportunities, due to, among other
things, its management expertise and its ability to utilize operating staff,
ideas and systems from its operations in the United States, Australia and Asia.

40
<PAGE>

Since 1994, the Company has completed or substantially completed the
redevelopment of five Centers, representing 25.4% of Total GLA.

Redevelopment has recently been completed or substantially completed at the
following Centers:

- Eastland Center in West Covina, California, which opened in 1955 and was
formerly anchored by Mervyn's and an empty department store that had been
occupied by the May Company, has been substantially converted from an
out-dated enclosed mall into a power center through the addition of a new
Target discount store and additional Big Box Retailers and Category
Killers retailers, including Old Navy and Babies R' Us in order to
reposition the Center within its trade area and to complement The Plaza at
West Covina, a super regional shopping center owned by the Company. The
redevelopment is scheduled to be completed in Spring 1997. The May Company
store that occupied the space was relocated to The Plaza at West Covina.

- Enfield Square in Enfield, Connecticut, which opened in 1971, was
redeveloped with the addition of a Sears store which is scheduled to open
in Spring 1997. The Sears store replaces a smaller Steiger's store which
the Company purchased as an opportunity to upgrade and expand the Center.
Enfield Square will now have three Anchors: Filene's, J.C. Penney and
Sears.

- Mid Rivers Mall in St. Peters, Missouri, which opened in 1987, had three
Anchors before the recent redevelopment: Famous Barr, Dillard's and Sears.
In Fall 1996, a fourth Anchor, a 125,000 square-foot J.C. Penney store and
an additional 40,000 square feet of Mall GLA were added.

- Mission Valley Center in San Diego, California, which opened in 1961, was
redeveloped in 1996 with the addition of Bed Bath and Beyond, Nordstom
Rack, Michael's and Loehmann's. In addition, a 75,000 square-foot, 4,500
seat, 20 screen AMC theater and theme restaurants were added. The
redevelopment and renovation of the Centers is scheduled to be completed
in the first half of 1997.

The Company is currently redeveloping South Shore Mall in Bay Shore, New
York. The redevelopment involves the addition of a Sears store and 40,000 square
feet of Mall GLA. The addition of a Sears store will provide the Center with
three Anchors and expands the Center from a regional center to a super regional
shopping center. Project completion is scheduled for Fall 1997.

The Company expects to commence redevelopment of Mission Valley Center-West
in Fall 1997. Mission Valley Center-West, in San Diego, California, has 34 Mall
Stores in a strip center format with several outparcels adjacent to the Center.
The redevelopment plan involves the creation of a new power center with
value-oriented retailers that will complement Mission Valley Center.

In addition to the redevelopment of Mission Valley Center-West, the Company
has identified the following eight additional Properties for redevelopment over
the next five years which the Company believes will result in future income
growth and capital appreciation.

- Annapolis Mall in Annapolis, Maryland, is a four-Anchor super regional
shopping center with 151 Mall Stores. Redevelopment is planned with the
addition of a fifth anchor at the Center, which will further solidify its
strong market position.

- Connecticut Post Mall, in Milford, Connecticut, is a three-Anchor super
regional shopping center with 137 Mall Stores. Planning is proceeding for
the addition of up to two anchors and specialty stores in order to
solidify the Center's position in its market.

- Eagle Rock Plaza, located southeast of Glendale, California, is a
two-Anchor regional shopping center with 63 Mall Stores. Redevelopment and
repositioning planning is proceeding and may include an additional anchor
and Category Killer.

- Enfield Square in Enfield, Connecticut is a two-Anchor regional shopping
center with 81 Mall Stores. Redevelopment planning is proceeding for the
addition of a third anchor and an additional 25,000 square feet of Mall
GLA.

- South County Center, in St. Louis, Missouri, is a three-Anchor regional
shopping center with 102 Mall Stores. Redevelopment and renovation are
proceeding to reposition the Center through

41
<PAGE>
the addition of a fourth anchor and more than 200,000 square feet of Mall
GLA. After redevelopment, the Company believes that the Center will have a
highly favorable market position within south St. Louis County.

- Topanga Plaza, in Canoga Park, California, is a four-Anchor super regional
shopping center with 130 Mall Stores. Redevelopment planning is proceeding
for the addition of up to two anchors and 100,000 square feet of Mall GLA.

- West County Center, in Des Peres, Missouri is a two-Anchor regional
shopping center with 65 Mall Stores. Redevelopment planning is progressing
to add a third anchor and to redevelop and expand the specialty stores in
order to position the Center as a large competitive super regional
shopping center in the affluent west county market of St. Louis.

- West Valley, in Canoga Park, California, is a property adjacent to Topanga
Plaza that is primarily vacant land with several developed outparcels.
Planning is progressing to develop a value-oriented power center.

In addition, the Company believes that redevelopment potential exists for
the following Centers and Properties over the next five to 10 years: Meriden
Square in Meriden, Connecticut, with the possibility of an additional 40,000
square feet of Mall GLA and/or another anchor; Trumbull Shopping Park, in
Trumbull, Connecticut, with the addition of a third level and increased Mall
GLA; further redevelopment at Annapolis Mall in Annapolis, Maryland, with the
addition of two anchors and additional Mall GLA; Montgomery Mall with two
additional anchors and additional Mall GLA; West Park Mall in Cape Girardeau,
Missouri, with the addition of another anchor; Plaza Bonita in San Diego,
California, with a fifth "pad" for an anchor and additional shops; Plaza Camino
Real in San Diego, California, with the addition of theaters, restaurants or
Category Killers; and Vancouver Mall in Vancouver, Washington, with the possible
expansion of its current department stores to solidify that Center's position
within its market.

The completion of these and other redevelopments is contingent upon numerous
factors and therefore no assurance can be given that a redevelopment will be
undertaken.

ACQUISITION OF NEW CENTERS

The Company's acquisition strategy is to acquire additional super regional
and regional shopping centers that meet the Company's investment criteria. In
general, the Company's investment criteria includes the goals that the property
be of a quality consistent with the Company's portfolio, that the property has
potential for increased income and value through redevelopment and/or
repositioning and that the property generates sufficient income pending any such
redevelopment to support the acquisition price. The Company's strategy also
includes seeking to acquire the Outside Partners' interests in the Joint Venture
Centers.

GARDEN STATE PLAZA OPTION

The Company has an option to acquire at fair market value the stock of
Westland Realty Inc., the holder of an indirect 50% interest in the Garden State
Plaza, located in Paramus, New Jersey. Garden State Plaza is one of the largest
and most productive super regional centers in the nation with five Anchors and
containing approximately 2.0 million square feet of total gross leasable area
and average mall store sales psf of $467 for the year ended December 31, 1996.
Westfield Holdings completed the first part of a major redevelopment of Garden
State Plaza in 1996, adding Lord & Taylor and Neiman Marcus stores to the
existing Macy's and Nordstrom stores and expanding a J.C. Penney department
store. The redevelopment also added 200,000 square feet of additional mall gross
leasable area to connect the two new department stores and accommodate 100 new
specialty retailers. An additional redevelopment of approximately 50,000 square
feet of mall gross leasable area which will provide direct access from the
expansion to the lower level food court is currently in progress and is
scheduled for completion in Fall 1997. The redevelopment, management and leasing
of Garden State Plaza is handled by Westfield Holdings. For a more detailed
description of the Garden State Plaza Option and Loan Transaction, see "Certain
Transactions--Relationships and Transactions with Westfield Holdings--Garden
State Plaza Option."

42
<PAGE>

The Garden State Plaza Option is exercisable following a completion of an
independant valuation of the property to determine its fair market value. The
valuation procedure may be commenced by the Company upon the earliest to occur
of (x) any time after completion and stabilization of the current expansion of
the property, defined to mean the leasing of 95% of the mall gross leasable area
for the expansion, (y) any time after the date which is 18 months after
completion of the current expansion of the property and (z) January 3, 2000, and
in any event no later than 5:00 p.m. (e.s.t.) on January 3, 2000.

INCREASING OPERATING INCOME FROM EXISTING SPACE; INTENSIVE MANAGEMENT APPROACH

Westfield Holdings (i) manages shopping centers not as passive real estate
investments but as "living entities" which must be skillfully managed and
redeveloped over time to maintain and enhance their capacity to generate optimum
returns; (ii) has in-house skills to manage every stage in the development and
on-going life of a shopping center, including initial concept, design,
construction, leasing of stores and day-to-day management and promotion; (iii)
works to build and maintain long-term relationships with major retailers and
institutional investors; (iv) continually searches for new ways to increase
income and add capital growth to the shopping centers it manages; and (v) makes
customer service a major focus. Westfield Holdings concentrates on obtaining
repeat business with all key stakeholders in its shopping centers. The Company
believes that this management style has the potential to improve the performance
of its retail property assets, resulting in income growth and capital
appreciation for investors.

Westfield Holdings concentrates on actively managing the Centers and
providing efficient and customer-friendly service to both the consumers who shop
in the Centers and the retailers who lease space in the Centers while strictly
controlling operating costs. The concept of the "Westfield Customer Service
System" has been introduced in the Centers to train and focus the personnel at
the Centers on its retailers and customers. The Company believes that this is
one of the most important strategies that differentiates Westfield Holdings's
management philosophy from the Company's competitors. The Company also believes
that branding the Centers through advertising, promotions and customer service
programs will build shopper recognition and loyalty, especially in multi-center
markets.

Westfield Holdings's marketing expertise has been recognized through a
number of national and international awards, most notably an ICSC 'Maxi' Award
for marketing in 1993, and a further three 'Maxi' Awards in 1994 and an ICSC
award for shopping center public relations in 1996.

The Company seeks to increase rental income by leasing of currently unleased
space, increasing base rent as current leases with below market rents expire,
negotiating new leases which reflect step-ups in base rent, increasing occupancy
levels, increasing rentable area in the Centers, adding to the temporary leasing
program and repositioning to increase sales productivity and expand market
penetration and market base. The average base rental rate per square foot for
the Mall Stores at the Centers under Westfield Holdings management has increased
at a compound annual rate of approximately 4.5% from December 31, 1994 through
December 31, 1996 (4.2%, including North County Fair). The Company's share of
total annual base rent from tenants at the existing Centers is expected to
increase by approximately $16.5 million over the next five years as a result of
contractual rent increases for all Centers. For the year ended December 31,
1996, with respect to Centers managed by Westfield Holdings 353 leases totaling
approximately 880,000 square feet (representing 11.4% of Mall GLA) were signed
at an average annualized base rent of $31.96 psf for the initial year of
occupancy, which represented a 59.0% increase over expiring leases. Including
North County Fair, for the year ended December 31, 1996, 396 leases totalling
approximately 961,500 square feet (representing 12.5% of Mall GLA) were signed
at an average annualized base rent of 31.98 psf for the initial year of
occupancy, which represented a 39.8% increase of expiring leases.

43
<PAGE>
The Company's goal is to increase customer traffic through the Centers for
the purpose of improving sales turnover and, ultimately, rents. The Company
believes that the introduction of entertainment concepts such as the AMC
multiplex 20-screen theater added to the Mission Valley Center, which theater
complex drew in excess of two million people for the year ended 1996, is one
strategy for increasing customer traffic. The Westfield Customer Service System
is utilized in order to train and focus the Centers' personnel and promote
repeat business. New services being introduced at some Centers include: special
customer service personnel, free strollers and wheelchairs, valet parking, gift
vouchers and parents' facilities.

The Company believes that advertising is also critical to improving customer
traffic. The Manager has an in-house marketing staff and utilizes the resources
of a leading U.S. advertising agency in the United States to provide advertising
promotional and media services to the Centers. The Company utilizes a national
marketing program that includes shared advertising, media and community
promotions in the Centers. This strategy is particularly cost effective in the
Company's multi-Center regional markets in San Diego, Missouri, Maryland and
Connecticut.

The Manager analyzes marketing trends for the Company and develops and
implements creative approaches to retail shopping in Regional Centers. Each
Center follows an annual marketing plan that features a combination of
advertising, promotions and participation in community and charitable events.
Activities such as Kids Clubs and senior citizen "mall walkers clubs" have been
effective in positioning the Centers as the "Main Street" within their
communities.

The Company believes the diversity and strength of its Anchors and the
diversity and mix of its Mall Stores are critical to expanding a Center's market
share and the Company monitors and coordinates the mix of its Anchors and Mall
Stores accordingly. The Company believes that the recent sales and
consolidations of department stores have given the Company the opportunity to
enhance its mix of Anchors. Periodically, the Company engages market research
firms to evaluate the trade area of each Center. Demographic information lets
the Company match the merchandise of its Centers with the needs of its customers
in order to increase sales.

44
<PAGE>
USE OF PROCEEDS

The net cash proceeds to be received by the Company from the Offerings
(after deducting underwriting discounts and the estimated expenses of the
Offerings) are estimated to be approximately $ million, $ million if the
underwriters exercise their over-allotment options in full. In addition, the
Company expects to receive at the closing of the Offerings net cash proceeds of
$ million from the sale to ABP of shares of the Series B Preferred
Shares and $ million from the sale to WAT of the 1997 WAT Warrant. The
Company expects to use approximately $145 million of the aggregate net proceeds
to make the Garden State Plaza Loan, $ million to purchase the Westfield
Holdings Warrants, $ for the temporary repayment of certain indebtedness,
including variable rate debt incurred during the past 12 months to finance
development expenditures and the remainder for general corporate purposes
including working capital and future acquisitions. On December 31, 1996, the
weighted average interest rate on the mortgage indebtedness to be repaid with
the net proceeds of the Offerings and concurrent transactions and the weighted
average maturity of such indebtedness were % and years, respectively.

Consummation of certain of the foregoing transactions are subject to certain
conditions, including the sale to ABP of the Series B Preferred Shares, and
there can be no assurance that each of the contemplated transactions will be
consummated. If any such transaction is not completed, the net proceeds to be
raised from the Offerings and concurrent transactions or utilized thereby will
be reallocated so as to increase or decrease the funds to be used for general
corporate purposes.

The Company is continually seeking new acquisitions including the
acquisition of the interests held by the Company's partners in certain Joint
Ventures. If any of these transactions are consummated, proceeds of the
Offerings may be utilized.

Pending application of the aggregate net proceeds of the Offerings (and the
net proceeds of the exercise of the over-allotment options, if they are
exercised) and concurrent transactions, the Company will invest such net
proceeds in interest-bearing accounts and short-term, interest-bearing
securities that are intended to permit the Company to qualify for taxation as a
REIT. Such investments may include, for example, obligations of the Government
National Mortgage Association, other government and government agency
securities, certificates of deposit, interest-bearing bank deposits and mortgage
loan participations. See "Federal Income Tax Considerations--Taxation of the
Company--Income Tests."

45
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company, as of
December 31, 1996, and as adjusted to give effect to the consummation of the
Offerings and concurrent transactions and the application of the estimated net
proceeds therefrom as set forth under "Use of Proceeds." The information set
forth in the table should be read in connection with the financial statements
and notes thereto, the pro forma financial information and notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------
HISTORICAL AS ADJUSTED
------------ -------------
($ IN THOUSANDS EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
Cash and cash equivalents............................................................ $ 6,729 $
------------ -------------
------------ -------------

Long-term debt....................................................................... 770,625

Shareholders' equity:

Senior Preferred Shares, $1.00 par value per share (200 shares authorized, 105
shares issued and outstanding)................................................... -- --

Preferred Stock, $1.00 par value per share (5,000,000 shares authorized, of which
940,000 shares of Series A Preferred Shares are issued and outstanding and
shares of Series B Preferred Shares will be issued and outstanding).............. 94,000

Common Stock, $.01 par value per share (225,006,300 authorized, 52,929,535 shares
issued and outstanding at December 31, 1996, 200,000,000 authorized and
shares issued and outstanding as adjusted)....................................... 529

Excess Common Shares, $.01 par value per share (200,006,300 shares authorized at
December 31, 1996, 200,000,000 authorized as adjusted, no shares issued and
outstanding)..................................................................... -- --

Excess Preferred Shares, $1.00 par value per share (5,000,000 authorized, no shares
issued and outstanding).......................................................... -- --

Additional paid-in capital........................................................... 424,001

Retained earnings.................................................................... -- --
------------ -------------

Total shareholders' equity....................................................... 518,530
------------ -------------

Total capitalization........................................................... $ 1,289,155 $
------------ -------------
------------ -------------
</TABLE>

46
<PAGE>
DILUTION

"Dilution per share" means the difference between the initial public
offering price per share of Common Stock and the pro forma net tangible book
value per share of Common Stock after giving effect to the sale by the Company
of the Shares offered hereby, assuming an initial public offering price of
$ . "Pro forma net tangible book value per share" is determined by dividing
total assets less total liabilities and Preferred Stock by the number of shares
of Common Stock outstanding. The following table illustrates such pro forma per
share dilution after giving effect to the Offerings as of December 31, 1996.

<TABLE>
<CAPTION>
Assumed initial public offering price per Share(1)........... $
<S> <C> <C>
---------
Pro forma net tangible book value prior to the Offerings..... $
Increase in net tangible book value attributable to the
Offerings..................................................
---------
Pro forma net tangible book value after the Offerings........
---------
Dilution in net tangible book value per share of Common Stock
to new investors........................................... $
---------
---------
</TABLE>

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

(1) Before deduction of the estimated underwriting discounts and expenses of the
Offerings.

The following table summarizes, on a pro forma basis after giving effect to
the Offerings and concurrent transactions, the number of shares of Common Stock
held on a fully-diluted basis by, and the effective cost and average price per
share paid by Westfield Holdings, WAT and the purchasers in the Offerings (based
on the initial public offering price per share of $ ).

<TABLE>
<CAPTION>
SHARES ISSUED EFFECTIVE COST AVERAGE
----------------------- FOR SHARES OF PRICE PER
NUMBER PERCENT COMMON STOCK SHARE
------------ --------- -------------- ----------
<S> <C> <C> <C> <C>
Shares of Common Stock sold
to purchasers in the Offerings.......................... % $ $
Shares of Common Stock owned
by Westfield Holdings................................... 10,930,672 122,288,000 11.1876
Shares of Common Stock owned
by WAT.................................................. 31,342,970 501,801,000 16.01
------------ --------- -------------- ----------
Total................................................... % $ $
------------ --------- -------------- ----------
------------ --------- -------------- ----------
</TABLE>

47
<PAGE>
DISTRIBUTIONS

As a result, in order to endeavor to satisfy WAT's distribution policy, the
Company intends to continue to distribute to its shareholders approximately 97%
of its Funds from Operations in total. The Company has adopted a policy whereby
this payout of 97% of Funds from Operations each year will have two components.
First, the Company will distribute approximately 80% to 90% of the Company's
expected Funds from Operations as a regular quarterly distribution (the "Regular
Quarterly Distribution"). Second, the Company will make a special distribution
(the "Special Distribution") following the end of each fiscal year such that the
aggregate distributions will equal approximately 97% of Funds from Operations.
For the three-month period ended March 31, 1996, the Company declared a
distribution of $ per share to its shareholders. For the six-month period
ended December 31, 1996, the Company paid a distribution of $.733 per share to
its shareholders. It is estimated that initially approximately 35% of the
distribution to the Company's shareholders will represent a return of capital
for tax purposes. The expected size of the distributions may not allow the
Company, using only cash flow from operations, to fund 100% of (i) the tenant
allowances and (ii) the retirement of all of its debt when due, and therefore,
the Company may be required to seek periodic debt or equity financings to cover
such items. The Company's income will consist primarily of its share of income
from the Properties. Differences in timing between the receipt of income and the
payment of expenses in arriving at taxable income of the Company, and the effect
of required debt amortization payments, could require the Company to borrow
funds on a short-term basis to meet the REIT distribution requirements even if
the Company believes that then prevailing market conditions are not generally
favorable for such borrowings or that such borrowings would not be advisable in
the absence of such tax considerations. See "Policies and Objectives with
Respect to Certain Activities--Financing."

The Company plans to adopt a distribution reinvestment plan under which its
shareholders may elect to reinvest all or a part of their distributions
automatically in additional shares of Common Stock. Any such distribution
reinvestment plan will not adversely affect the Company's ability to qualify as
a REIT for Federal income tax purposes. The Company understands that WAT plans
to adopt a similar plan for its unitholders and intends to use the proceeds of
such distribution reinvestment plan to participate in the Company's distribution
reinvestment plan to the extent that its unitholders participate in the WAT
distribution reinvestment plan. Westfield Holdings intends to participate in
WAT's distribution reinvestment plan to the full extent of its distributions on
its units in WAT for a three-year period commencing with the first distribution
period for which reinvestment is permitted. No assurances can be given that WAT
will in fact adopt a distribution reinvestment plan, that WAT will participate
in the Company's distribution reinvestment plan, and that Westfield Holdings
will choose not to participate in WAT's distribution reinvestment plan in the
future.

The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the Board of
Governors of NAREIT in March 1995 which defines Funds from Operations as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Funds from Operations should not be considered
as an alternative to net income (determined in accordance with GAAP) as a
measure of the Company's financial performance or to cash flow from operating
activities (determined in accordance with GAAP) as a measure of the Company's
liquidity, nor is it indicative of funds available to fund the Company's cash

needs, including its ability to make distributions.

48
<PAGE>

Prior to the closing of the Offerings, the Company anticipates that the
Board of Directors will declare a distribution for the shareholders of record
with respect to a portion of the Funds from Operations for the second quarter of
1997 such that the holders of the Common Stock and Preferred Shares as of the
day immediately preceding the closing of the Offerings will receive a pro-rata
portion of the Funds from Operations for the second quarter of 1997 based on the
number of days between and including April 1, 1997 and the day immediately
preceding the closing of the Offerings. In addition, the Company anticipates
that the Board of Directors will declare a distribution for the period from the
closing of the Offerings to and including June 30 1997.

SELECTED FINANCIAL DATA

The following table sets forth historical and pro forma consolidated
financial data for the Company and should be read in conjunction with the
Consolidated Financial Statements of Westfield America, Inc. and the Notes
thereto, the Pro Forma Condensed Consolidated Financial Statements of the
Company and notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Company believes that the book value
of its real estate assets, which reflects the historical costs of such real
estate assets less accumulated depreciation, is less than the current market
value of its properties.

The results for 1994 are not comparable to prior years because of the
acquisition of the Company in February 1994. The results for 1996 are not
comparable to prior years because of the Recapitalization, the acquisition of
the Acquired Properties and the consolidation of the Mission Valley Partnership.

Pro Forma operating information is presented as if the consummation of the
Offerings and Recapitalization had occurred as of January 1, 1996, and therefore
incorporates certain assumptions that are described in the Notes to the Pro
Forma Condensed Consolidated Statement of Income. The Pro Forma balance sheet
data is presented as if the Offerings and the Recapitalization had occurred on
December 31, 1996.

49
<PAGE>

<TABLE>
<CAPTION>
PRO FORMA
PREDECESSOR ADJUSTMENT TO
PERIOD FROM PERIOD FROM PREDECESSOR
YEARS ENDED DECEMBER 31, FEBRUARY 12, JANUARY 1, OPERATIONS
------------------------------- 1994 THROUGH 1994 THROUGH JAN. 1, 1994
PRO FORMA DECEMBER 31, FEBRUARY 11, THROUGH
1996 1996 1995 1994 1994 FEB. 11, 1994
--------- --------- --------- ------------- ------------- -------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
REVENUES:
Minimum rents................................ $ 123,736 $ 106,393 $ 75,154 $ 58,750 $ 7,309 --
Tenant recoveries............................ 53,489 44,423 32,335 32,003 4,036 --
Percentage rents............................. 4,845 3,991 1,690 2,470 467 --
Service fee and other income................. 1,282 1,282 2,148 6,213 957 --
--------- --------- --------- ------------- ------------- -------------
Total revenue............................ 183,352 156,089 111,327 99,456 12,769 --
EXPENSES:
Operating--recoverable....................... 54,252 44,487 31,184 29,477 4,326 --
Operating 5,031 4,513 3,061 -- -- --
Management fees.............................. 4,405 3,495 1,828 -- -- --
Advisory Fees................................ -- 2,600
General and administrative................... 808 808 776 7,129 2,543 (1,616)
Depreciation and amortization................ 43,131 38,033 28,864 24,897 3,605 (368)
--------- --------- --------- ------------- ------------- -------------
Operating income......................... 75,725 62,153 45,614 37,453 2,295 1,984
Interest expense, net.......................... 36,998 40,233 27,916 24,156 481 --
--------- --------- --------- ------------- ------------- -------------
Income before other income and income
taxes.................................. 38,727 21,920 17,698 13,797 1,814 1,984
Equity in net income (loss) of unconsolidated
real estate partnerships...................... 3,063 3,063 3,359 (386) (2,151) --
Interest and other income...................... 13,101 776 789 1,830 340 --
Gains on sales of properties and partnership
interests..................................... -- -- -- -- -- --
Income taxes................................... -- -- -- -- (3) --
Minority interest in earnings of consolidated
real estate partnership....................... (1,063) (1,063) -- -- -- --
--------- --------- --------- ------------- ------------- -------------
Net income................................... $ 53,828 $ 24,696 $ 21,846 15,241 3 1,984
--------- --------- --------- ------------- ------------- -------------
--------- --------- --------- ------------- ------------- -------------
Net income allocable to common shares.......... $ 45,300 $ 23,032 $ 21,843 $ 15,241 3 1,984
Earnings per share(1).......................... $ $ 0.42 $ 0.48 0.34 n/a n/a
--------- --------- --------- ------------- ------------- -------------
--------- --------- --------- ------------- ------------- -------------
Dividends declared per common share (1)........ $ 1.51 $ 1.68 0.81 n/a n/a
--------- --------- ------------- ------------- -------------
--------- --------- ------------- ------------- -------------
OTHER DATA
EBITDA (2)..................................... $ 155,347 $ 124,352 $ 102,199 $ 83,529 8,691 1,616
Funds from Operations (3)...................... $ 110,072 $ 75,842 $ 65,792 $ 53,315 4,942 1,616
Ratio of earnings to combined fixed earnings
and preferred dividends....................... 2.05 1.53 1.98 1.75 n/a n/a
Ratio of FFO to combined fixed charges and
preferred dividends........................... 3.13 2.52 3.35 3.13 n/a n/a
Funds from operations allocable to common
shares........................................ $ 101,544 $ 71,578 $ 65,789 $ 53,315 4,942 1,616
Weighted average number of common shares....... 49,383 44,978 44,902 n/a n/a
BALANCE SHEET DATA (at end of period):
Investment in real estate, net................. $1,455,434 $1,310,434 $ 829,484 848,692 n/a n/a
Total assets................................... $1,519,909 $1,344,570 $ 844,706 882,667 n/a n/a
Mortgages and notes payable.................... $ 575,964 $ 770,625 $ 426,781 420,397 n/a n/a
Minority interest.............................. $ 54 $ 54 -- -- n/a n/a
Shareholders' equity........................... $ 888,530 $ 518,530 $ 380,419 430,782

PRO FORMA YEARS ENDED DECEMBER
YEAR 31,
ENDED --------------------
1994 1993 1992
----------- --------- ---------

<S> <C> <C> <C>
OPERATING DATA:
REVENUES:
Minimum rents................................ $ 66,059 $ 60,726 $ 58,152
Tenant recoveries............................ 36,059 31,359 30,285
Percentage rents............................. 2,937 2,960 3,041
Service fee and other income................. 7,170 10,192 11,067
----------- --------- ---------
Total revenue............................ 112,225 105,237 102,545
EXPENSES:
Operating--recoverable....................... 33,803 31,693 32,959
Operating -- -- --
Management fees.............................. -- -- --
Advisory Fees................................
General and administrative................... 8,056 20,038 20,970
Depreciation and amortization................ 28,134 29,011 22,650
----------- --------- ---------
Operating income......................... 42,232 24,495 25,966
Interest expense, net.......................... 24,637 7,160 24,652
----------- --------- ---------
Income before other income and income
taxes.................................. 17,595 17,335 1,314
Equity in net income (loss) of unconsolidated
real estate partnerships...................... (2,537) (3,177) (76)
Interest and other income...................... 2,170 2,996 4,191
Gains on sales of properties and partnership
interests..................................... -- 2,566 23,428
Income taxes................................... -- (13,819) (11,231)
Minority interest in earnings of consolidated
real estate partnership....................... -- -- --
----------- --------- ---------
Net income................................... $ 17,228 $ 5,901 $ 17,626
----------- --------- ---------
----------- --------- ---------
Net income allocable to common shares.......... $ 17,228 $ 5,901 $ 17,626
Earnings per share(1).......................... $ 0.38 $ -- $ --
----------- --------- ---------
----------- --------- ---------
Dividends declared per common share (1)........ $ 0.81 $ -- $ --
----------- --------- ---------
----------- --------- ---------
OTHER DATA
EBITDA (2)..................................... $ 93,836 $ 77,866 $ 71,117
Funds from Operations (3)...................... $ 59,873 $ 60,472 $ 37,974
Ratio of earnings to combined fixed earnings
and preferred dividends....................... 1.83 3.04 1.29
Ratio of FFO to combined fixed charges and
preferred dividends........................... 3.57 7.26 2.45
Funds from operations allocable to common
shares........................................ $ 59,873 $ 60,472 $ 37,974
Weighted average number of common shares....... 44,902 52 52
BALANCE SHEET DATA (at end of period):
Investment in real estate, net................. $ 848,892 $ 884,392 $ 851,168
Total assets................................... $ 882,667 $ 944,490 $ 951,678
Mortgages and notes payable.................... $ 420,397 $ 38,205 $ 317,857
Minority interest.............................. -- -- --
Shareholders' equity........................... $ 430,782 $ 669,967 $ 393,466
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

50
<PAGE>

(FOOTNOTES FOR PRECEDING PAGE)

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

(1) Pro Forma net income and cash dividends declared per common share are based
upon shares of Common Stock outstanding after the Offerings.
Information for 1993 and 1992 is not presented because it is not comparable.

(2) EBITDA represents the Company's share of net income before interest, taxes,
depreciation and amortization except for the years ended December 31, 1993
and 1992 for which gains on sales of properties and partnerships interests
are not included. While EBITDA should not be construed as a substitute for
income from operations, net income (loss) or cash flows from operating
activities in analyzing the Company's operating performance, financial
position or cash flows, the Company has included EBITDA data because it is
commonly used by certain investors and analysts to analyze and compare
companies on the basis of operating performance, leverage or liquidity or to
determine a company's ability to service debt. EBITDA does not represent
cash flows from operations as defined by GAAP.

(3) The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the
Board of Governors of NAREIT in March 1995 which defines Funds from
Operations as net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring and sales of property,
plus real estate related depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures except for the years
ended December 31, 1993 and 1992 for which income taxes are not included.
Funds from Operations should not be considered as an alternative to net
income (determined in accordance with GAAP) as a measure of the Company's
financial performance or to cash flow from operating activities (determined
in accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including
its ability to make distributions.

51
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the "Selected
Financial Data," the Company's Consolidated Financial Statements and Notes
thereto, and the Unaudited Pro Forma Condensed Consolidated Financial Statements
of the Company and Notes thereto. Historical results set forth in "Selected
Financial Data," the Company's Consolidated Financial Statements and the
Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company
are not necessarily indicative of the future financial position and results of
operations of the Company.

On February 11, 1994, the Company was acquired by Westfield Holdings and
certain other investors from Prudential (the "Acquisition"). The financial
statement results presented for the 323-day period from February 12, 1994
through December 31, 1994 and the 42-day period from January 1, 1994 through
February 11, 1994 are not indicative of the Company's performance on an annual
basis. Therefore, the discussion of results of operations for 1994 are presented
on a combined basis to compare to the full year 1995. The Company believes this
presentation provides a more meaningful discussion of year-to-year results.

GENERAL BACKGROUND

At December 31, 1996 and the year then ended, the Consolidated Financial
Statements and Notes thereto reflect the consolidated financial results of 12
Centers, the equity in income (loss) of seven unconsolidated real estate
partnerships, the Acquired Properties following their acquisition on July 1,
1996, 13 separate department store properties that are net leased to the May
Company under financing leases, and a 116-unit apartment complex. At December
31, 1995 and the year then ended, the Consolidated Financial Statements reflect
the Mission Valley Partnership, the owner of Mission Valley Center and Mission
Valley Center-West, as an unconsolidated real estate partnership. In September
1995, the Company acquired a controlling interest in the Mission Valley
Partnership and consolidated the Mission Valley Partnership beginning in 1996.
In connection with the Acquisition, Westfield Holdings's assumed the management
of the Company's shopping centers and consolidated the Company's St. Louis
headquarters operations with Westfield Holdings's U.S. operations in Los
Angeles. As a result of the transfer of the management, the Company's general
and administrative expenses decreased by $4.0 million from 1994 to 1995 and its
service fee and other income decreased by $5.0 million for such period because
the Company previously provided management services to certain of the
unconsolidated real estate partnerships. As a result of the above described
items and Westfield Holdings's management of the Properties, the Company's Funds
from Operations has increased 13% and 19% in 1995 and 1996, respectively, from
the prior years.

The Company believes that the Offerings will improve the Company's financial
condition by providing the Company with capital to take advantage of
redevelopment and acquisition opportunities. The Company's operating results are
expected to improve as a result of certain transactions as discussed in "Use of
Proceeds," "Capitalization" and the Unaudited Pro Forma Condensed Consolidated
Financial Statements.

The following Pro Forma Operating Data compares the pro forma consolidated
results of the Company for the twelve months ended 1994 and 1995. The pro forma
information has been derived by the application of pro forma adjustments to the
historical consolidated results of the Company for the 42 days ended February
11, 1994. The pro forma balance for the year ended December 31, 1994 given
effect to the acquisition of the Company on February 11, 1994 as if it had been
consummated on January 1, 1994.

52
<PAGE>

<TABLE>
<CAPTION>
PREDECESSOR PRO FORMA
PERIOD FROM PERIOD FROM ADJUSTMENTS THROUGH
FEBRUARY 12, JANUARY 1, PREDECESSOR PRO FORMA
YEAR 1994 1994 OPERATIONS YEAR
ENDED THROUGH THROUGH JAN. 1, 1994 ENDED
DECEMBER 31, DECEMBER 31, FEBRUARY 11, TO FEB. 11, DECEMBER 31,
1995 1994 1994 1994 1994
------------- ------------- ------------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Total revenue...................... $ 111,327 $ 99,456 $ 12,769 $ 0 $ 112,225
Operating expenses................. 36,849 36,606 6,869 (1,616)(a) 41,859
Interest expense, net.............. 27,916 24,156 481 0 24,637
Depreciation and amortization...... 28,864 24,897 3,605 (368)(b) 28,134
------------- ------------- ------------- ------- -------------
Income before other income and
income taxes................... 17,698 13,797 1,814 1,984 17,595
Equity in net income (loss) of
unconsolidated real estate
partnerships..................... 3,359 (386) (2,151) 0 (2,537)
Interest and other income.......... 789 1,830 340 0 2,170
Gains on sales of properties and
partnership interests............ 0 0 0 0 0
------------- ------------- ------------- ------- -------------
Income before income taxes and
minority interest.............. 21,846 15,241 3 1,984 17,228
Income taxes....................... 0 0 0 0
Minority interest in consolidated
real estate partnership.......... 0 0 0 0 0
------------- ------------- ------------- ------- -------------
Net income....................... $ 21,846 $ 15,241 $ 3 $ 1,984 $ 17,228
------------- ------------- ------------- ------- -------------
------------- ------------- ------------- ------- -------------
</TABLE>

The pro forma adjustments applied to the historical consolidated results of
operations are as follows:

(a) General and administrative expenses have been reduced to reflect the
assumption of management responsibilities by Westfield Holdings, as if
Westfield Holdings assumed the management responsibilities on January 1,
1994.

(b) Depreciation and amortization expense has been reduced to reflect the
depreciation and amortization of property and equipment as if the purchase
of the Company had been consummated on January 1, 1994.

HISTORICAL RESULTS OF OPERATIONS

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

TOTAL REVENUES increased $44.8 million or 40% to $156.1 million for the year
ended December 31, 1996 as compared to $111.3 million for the same period in
1995. The increase is primarily the result of the acquisition of the Acquired
Properties and consolidation of the Company's equity interest in the Mission
Valley Partnership. The Acquired Properties contributed $27.1 million or 61% of
the increase in total revenues from 1995 to 1996 and the Mission Valley
Partnership contributed $13.1 million or 29% of the increase. Total revenues
increased $4.5 million or 10% of the increase in total revenues from 1995 to
1996 due to increases in average rental rates throughout the portfolio and
strong specialty (temporary) leasing (which involves temporary licenses of space
for a period from 30 days to 11 months). The Company believes such specialty
leasing will continue to be an ongoing part of the Company's leasing program.

TOTAL EXPENSES increased $28.2 million or 43% to $93.9 million for the year
ended December 31, 1996 as compared to $65.7 million for the same period in
1995. The increase is primarily the result of the acquisition of the Acquired
Properties and consolidation of the Company's equity interest in the Mission
Valley Partnership. The Acquired Properties contributed $15.5 million or 61% of
the increase in total expenses from 1995 to 1996 and the Mission Valley
Partnership contributed $8.2 million or 32% of the increase. Total expenses
increased $1.9 million or 7% of the increase in total expenses from 1995 to 1996
due to increases in other operating expenses ($0.6 million), management fees
($0.4 million) and depreciation and amortization ($0.9 million).

INTEREST EXPENSE, net of capitalized interest, increased $12.3 million or
44% to $40.2 million for the year ended December 31, 1996 as compared to $27.9
million for the same period in 1995. The increase is due

53
<PAGE>

primarily to the acquisition of the Acquired Properties and consolidation of the
Company's equity interest in the Mission Valley Partnership. The Acquired
Properties contributed $10.0 million to the increase in net interest expense and
the Mission Valley Partnership contributed $1.9 million to the increase. On a
combined basis, the Acquired Properties and the Mission Valley Partnership
represent 97% of the increase in net interest expense.

MINORITY INTEREST IN REAL ESTATE PARTNERSHIPS was $1.1 million for the year
ended December 31, 1996 due to the consolidation of the Mission Valley
Partnership in 1996.

EQUITY IN INCOME (LOSSES) of unconsolidated real estate partnerships
decreased by $0.3 million due primarily to the consolidation of the Mission
Valley Partnership in 1996.

NET INCOME increased $2.9 million or 13% to $24.7 million from $21.8 million
for the same period in 1995 of which the Acquired Properties contributed $1.6
million or 29% of the increase, the Mission Valley Partnership contributed $2.1
million or 38% of the increase and the other Properties contributed $1.8 million
or 33% of the increase.

COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO PRO FORMA YEAR ENDED DECEMBER 31,
1994

TOTAL REVENUES decreased $0.9 million or 1% to $111.3 million for the year
ended December 31, 1995 as compared to $112.2 million for the Pro Forma year
ended December 31, 1994. The increase in rental revenues from $66.1 million to
$75.1 million for Pro Forma 1994 to 1995 is primarily the result of increased
minimum rents at Montgomery Mall and The Plaza at West Covina, the completion of
the redevelopment of Westland Towne Center in late 1994, and the increase in the
specialty leasing and kiosk program. Offsetting this increase was a reduction in
service fee income and tenant recoveries. Service fee income decreased $5.0
million in 1995 as a result of Westfield Holdings's assumption of the management
of the Company's shopping centers as described above. Tenant recovery revenue
decreased $3.7 million due to lower recoverable operating expenses.

TOTAL EXPENSES decreased $3.3 million or 5% to $65.7 million for the year
ended December 31, 1995 as compared to $68.9 million for the Pro Forma year
ended December 31, 1994. The decrease is due primarily to a decrease of $1.7
million in general and administrative costs resulting from Westfield Holdings's
assumption of the management of the Centers as described above. Additionally,
operating-recoverable expenses decreased $2.6 million due to operational
efficiencies.

INTEREST EXPENSE increased $3.3 million or 13% to $27.9 million for the year
ended December 31, 1995 as compared to $24.6 million for the Pro Forma year
ended December 31, 1994. The increase resulted primarily from borrowings assumed
in connection with the Acquisition and the borrowings of $1.5 million in
connection with the purchase of a department store at Enfield Square and $9.0
million for the purchase of an additional 25.8% interest in the Mission Valley
Partnership.

EQUITY IN INCOME (LOSSES) of unconsolidated real estate partnerships
increased $5.9 million to $3.4 million for the year ended December 31, 1995 as
compared to a loss of $2.5 million for the Pro Forma year ended 1994 resulting
from an improvement in operations at each of the partnerships in which the
Company has an equity interest. The Annapolis Mall net income increased $0.7
million in 1995 as a result of an increase in minimum rent. The Company's share
of operations of the Topanga Plaza Partnership increased $2.8 million as the
Topanga Plaza Partnership recognized a loss of $1.5 million for the Pro Forma
year ended 1994 as a result of the 1994 Northridge Earthquake and recognized
income of $1.3 million in 1995 from insurance proceeds received for business
interruption caused by the earthquake. Additionally, the Company increased its
ownership interest in the Mission Valley Partnership in September 1995 resulting
in the recognition of an additional 25.8% of operations of the Mission Valley
Partnership.

NET INCOME increased $6.6 million or 43% to $21.8 million for the year ended
December 31, 1995 as compared to $15.2 million for the same period in 1994 for
the reasons discussed above.

54
<PAGE>
PRO FORMA OPERATING RESULTS--YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER
31, 1995

On a pro forma basis, after giving effect to the Offerings and concurrent
transactions, net income of the Company for the year ended December 31, 1996 was
$53.8 million as compared to historical net income of the Company for the same
period of $27.3 million. The pro forma adjustments increased revenues by $24.7
million and increased operating expenses by $8.6 million, as a result of
reflecting operations of the Acquired Properties for the period January 1, 1996
through June 30, 1996 and decrease in the advisory fee due to an amendment of
the Advisory Agreement. The pro forma adjustments decreased interest expense by
$13.2 million as a result of the application of the estimated net proceeds of
the Offerings and concurrent transactions to pay down debt as described under
"Use of Proceeds," partially offset by additional interest of $10.0 million that
would have been incurred if the Acquired Properties had been acquired on January
1, 1996 versus July 1, 1996. The pro forma adjustments increased interest income
by $12.3 million reflecting interest earned on the Garden State Plaza Loan as
described under "Use of Proceeds."

CASH FLOWS

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31,
1995. Cash and cash equivalents increased $6.7 million in 1996 when compared to
the same period in 1995 due to the excess of cash provided by operating
activities and financing activities over cash used for investing activities. net
cash provided by operating activities increased by $12.9 million to $55.8
million when compared to $42.9 million in 1995. The increase in cash provided by
operating activates is primarily due to the additional cash flow generated from
the Acquired Properties. Net cash used in investing activities was $97.1 million
higher in the year ended 1996 than the comparable period of 1995 as a result of
purchasing the Acquired Properties in July 1996 for $62.8 million, renovation
and redevelopment costs of $13.3 million for Mission Valley Center which was not
consolidated in 1995, renovation and redevelopment costs at Eastland and Mid
Rivers aggregating $17.2 million, and pre-development costs for the Properties
of $1.0 million. Net cash provided by financing activities was $105.2 million
higher in the year ended 1996 than the comparable period of 1995. The increase
in cash flows provided by financing activities reflects the issuance of stock,
repurchase of stock and repayment of debt associated with the Recapitalization.
Additionally, the 1996 financing activities reflect distributions to common and
preferred shareholders which were $9.8 million higher when compared to the same
period in 1995 as a result of additional distributable income generated by the
Acquired Properties and increased specialty leasing.

COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO YEAR ENDED DECEMBER 31,
1994. Cash and cash equivalents decreased $14.3 million in 1995 when compared
to the same period in 1994 due to the excess of cash used in financing
activities over cash provided by operating activities and investing activities.
Net cash provided by operating activities increased $17.1 million to $43.0
million when compared to $25.9 million in 1994. The increase in cash provided by
operating activities is due primarily to an increase in net income, increased
collections of accounts receivable, and changes in deferred expenses, other
assets and deferred taxes. Net cash provided by investing activities was $5.4
million higher in the year ended December 31, 1995 when compared to the
comparable period in 1994. The increase in cash provided by investing activates
reflects $12.8 million of capital expenditures in 1995 as compared to $32.1
million in 1994 primarily due to the completion of the Westland Towne Center
redevelopment in 1994. In 1995, the Company began the Eastland Center and Mid
Rivers Mall developments. This increase in cash flows from investing activates
is partially offset by a reduction in distributions received from unconsolidated
real estate partnerships of $13.6 million primarily due to a special
distribution received by the Company in 1994 from the Meriden Square Partnership
as a result of a debt financing. Net financing activities increased $20.7
million to $62.7 million for the year end December 31, 1995 when compared to
$42.0 million for the same period in 1994. The increase in cash used for
financing activities is due primarily to increased distributions due to an
increase in cash provided by operations.

55
<PAGE>
EBITDA--EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION

The Company believes that there are several important factors that
contribute to the ability of the Company to increase rent and improve
profitability of its shopping centers, including aggregate tenant sales volume,
sales per square foot, occupancy levels and tenant costs. Each of these factors
has a significant effect on EBITDA. The Company believes that EBITDA is an
effective measure of shopping center operating performance because, EBITDA is
unaffected by the debt and equity structure of the property owner. EBITDA: (i)
does not represent cash flow from operations as defined by GAAP; (ii) should not
be considered as an alternative to net income as a measure of the Company's
operating performance; (iii) is not indicative of cash flows from operating,
investing and financing activities; and (iv) is not an alternative to cash flows
as a measure of the Company's liquidity.

The Company's total EBITDA before minority interest plus its pro-rata share
of EBITDA of unconsolidated real estate partnerships ("Total EBITDA") increased
from $92.2 million in 1994 to $124.4 million in 1996, representing a compound
annual growth rate of 16%. The growth in Total EBITDA reflects the addition of
Total GLA, increased rental rates, increased tenant sales, improved occupancy
levels and effective control of operating costs. During this period, and based
on the same assumption, the operating profit margin increased from 62% to 65%.
This improvement is also primarily attributable to aggressive leasing of new and
existing space and effective control of operating costs.

A summary of EBITDA for the years ended December 31, 1996, 1995 and 1994
follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
PROFORMA
1996 1995 1994
---------- ---------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C>
EBITDA of wholly-owned and consolidated real estate partnership.............. $ 100,962 $ 75,267 $ 72,536
Pro rata share of EBITDA of unconsolidated real estate partnerships.......... 24,020 26,932 21,300
---------- ---------- ----------
Total EBITDA................................................................. $ 124,982 $ 102,199 $ 93,836
---------- ---------- ----------
---------- ---------- ----------
EBITDA after minority interest (1)........................................... $ 124,352 $ 102,199 $ 93,836
---------- ---------- ----------
---------- ---------- ----------
Increase in Total EBITDA from prior period................................... 22.3% 8.9% --
Increase in EBITDA after minority interest from prior period................. 21.7 8.9 --
</TABLE>

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

(1) EBITDA after minority interest represents earnings before interest, income
taxes, depreciation and amortization for all Properties after the minority
share in Mission Valley Partnership EBITDA.

56
<PAGE>
FUNDS FROM OPERATIONS

The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the Board of
Governors of NAREIT in March 1995 which defines Funds from Operations as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Funds from Operations should not be considered
as an alternative to net income (determined in accordance with GAAP) as a
measure of the Company's financial performance or to cash flow from operating
activities (determined in accordance with GAAP) as a measure of the Company's
liquidity, nor is it indicative of funds available to fund the Company's cash
needs, including its ability to make distributions.

The following is a summary of the Funds from Operations of the Company and a
reconciliation of net income to Funds from Operations for the periods presented:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------------
PROFORMA
1996 1995 1994
--------- --------- -----------
($ IN THOUSANDS)
<S> <C> <C> <C>
Funds from Operations............................................................ $ 75,842 $ 65,792 $ 59,873
--------- --------- -----------
--------- --------- -----------
Increase in Funds from Operations from prior period.............................. 15.3% 9.9% --
--------- --------- -----------
--------- --------- -----------
Reconciliation:
Net income..................................................................... $ 24,676 $ 21,846 $ 17,228
Amortization of deferred financing leases...................................... 1,883 1,786 1,679
Plus:
Depreciation and amortization from consolidated properties..................... 38,596 29,150 28,134
The Company's share of depreciation and amortization from unconsolidated real
estate partnerships.......................................................... 11,100 13,010 12,832
Less:
Minority interest portion of depreciation and amortization....................... (433) -- --
--------- --------- -----------
Funds from Operations............................................................ $ 75,842 $ 65,792 $ 59,873
--------- --------- -----------
--------- --------- -----------
</TABLE>

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

The ratio of earnings to combined fixed charges and preferred stock
dividends decreased to 1.53 for the year ended December 31, 1996 compared to
1.98 for the year ended December 31, 1995. This decrease is due primarily to an
increase in interest expense in 1996 compared to 1995 of approximately $12.3
million, payment of approximately $4.3 million of distributions on preferred
stock issued in 1996, offset by an increase in income before taxes and minority
interest of approximately $3.9 million.

COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO PERIOD FROM FEBRUARY 12, 1994
THROUGH DECEMBER 31, 1994

The ratio of earnings to combined fixed charges and preferred stock
dividends increased to 1.98 for the year ended December 31, 1996 compared to
1.75 for the period from February 12, 1994 through December 31, 1994. This
increase is due to an increase in net income of approximately $6.6 million, an
increase of approximately $5.5 million in distributions in excess of earnings of
less than 50% owned real estate partnerships offset by an increase in interest
expense of approximately $3.8 million. The distributions from less than 50%
owned real estate partnerships were lower in 1994 because two properties located
in the Los Angeles area that sustained losses from an earthquake in early 1994.

57
<PAGE>
PORTFOLIO DATA

REPORTED TENANT SALES VOLUME AND SALES PER SQUARE FOOT. From 1994 to 1996,
reported sales for Mall Stores (excluding the recently redeveloped Eastland
Center) increased 14% from $1,348 million to $1,536 million, an average annual
compound growth rate of 7%. Total sales for Mall Stores affect revenue and
profitability levels of the Company because they determine the amount of minimum
rent the Company can charge, the percentage rent it realizes, and the
recoverable expenses (common area maintenance, real estate taxes, etc.) the
tenants can afford to pay.

The following illustrates total sales for Mall Stores:

<TABLE>
<CAPTION>
ANNUAL
FOR YEAR ENDED DECEMBER 31, PERCENTAGE INCREASE
- --------------------------------------------------------- TOTAL SALES FOR -----------------------
MALL STORES
---------------
(IN MILLIONS)
<S> <C> <C>
1994..................................................... $ 1,487 --
1995..................................................... 1,533 3.1%
1996..................................................... 1,591 3.8
</TABLE>

Reported sales per square foot for Mall Stores located at Centers under
Westfield Holdings's management (excluding the recently redeveloped Eastland
Center) for the years 1994 to 1996 were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Reported sales per square foot.............................. $ 297 $ 279 $ 263
Increase from prior year.................................... 6.5% 6.1% --
</TABLE>

If North County is included reported sales per square foot for Mall Stores
located at Centers (excluding the recently redeveloped Eastland Center) for the
years 1994 to 1996 were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Reported sales per square foot.............................. $ 300 $ 280 $ 266
Increase from prior year.................................... 7.4% 5.3% --
</TABLE>

In 1996, the Centers under Westfield Holdings's management (including the
Acquired Properties as if they were owned by the Company during such period but
excluding the recently redeveloped Eastland Center) reported average Mall Store
sales psf of $297 (including, North County Fair, sales psf of $ ) as compared
to an industry average of $278 psf for the same period. (Source: ICSC Monthly
Mall Merchandise Index, February 1997).

As reflected in the above table, the increase in sales per square foot from
1994 to 1996 for Mall Stores located at Centers under Westfield Holdings's
management (excluding the recently redeveloped Eastland Center) was 13%.

The Company believes these sales levels enhance the Company's ability to
obtain higher rents from tenants.

LEASING

The amount of leased Mall Store space at Stabilized Centers (including the
Acquired Properties as if they were owned by the Company as of December 31,
1994) increased each year from 88% at December 31, 1994 to 92% (88% to 91%,
including North County Fair) at December 31, 1996, excluding temporary leases
with durations of less than one year. The Company excludes temporary leasing
from the calculation of leased Mall Store space since such leases are on a
short-term team basis (30 days to 11 months) and are subject to termination by
the Company on 30 days' notice.

58
<PAGE>
TENANT OCCUPANCY COSTS

A tenant's ability to pay rent is affected by the percentage of its sales
represented by occupancy costs, which consist of base rents and expense
recoveries. As sales levels increase, if expenses subject to recovery are
controlled, the tenant can pay higher rent. From 1994 to 1996 recoverable
expenses remained relatively constant while sales per square foot continued to
increase. This has permitted base rents to increase without raising a tenant's
total occupancy cost beyond its ability to pay.

The following table illustrates occupancy cost as percentage of sales for
reporting tenants for 1996 and 1995:

<TABLE>
<CAPTION>
(INCLUDING NORTH (EXCLUDING NORTH
COUNTY FAIR) FOR THE COUNTY FAIR) FOR THE
YEARS ENDED DECEMBER YEARS ENDED DECEMBER
31, 31,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Mall Stores
Base rents......................................... 8.6% 8.9% 8.5% 8.7%
Expense recoveries................................. 4.6 4.8 4.7 4.9
--- --- --- ---
Total............................................ 13.2% 13.7% 13.2% 13.6%
--- --- --- ---
--- --- --- ---
</TABLE>

As a result of these factors, the average effective (base plus percentage)
rents for Mall Stores located at Centers under Westfield Holdings's management
(including the Acquired Properties as if they were owned by the Company as of
December 31, 1994) increased from 1994 to 1996. Effective effective rents per
square foot of Mall Stores located at Centers under Westfield Holdings's
management increased 8% during this period (including North County Fair, 7%).
The following highlights this trend:

<TABLE>
<CAPTION>
(INCLUDING NORTH (EXCLUDING NORTH
COUNTY FAIR) AVERAGE COUNTY FAIR) AVERAGE
EFFECTIVE RENT PER EFFECTIVE RENT PER
SQUARE FOOT SQUARE FOOT
---------------------- ----------------------
MALL MALL
AS OF DECEMBER 31, STORES % CHANGE STORES % CHANGE
- -------------------------------------------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C>
1994........................................ $ 25.77 -- $ 25.55 --
1995........................................ 26.51 2.9% 26.33 3.1%
1996........................................ 27.50 3.7 27.62 4.9
</TABLE>

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
AVERAGE BASE RENT PER SQUARE FOOT MALL
STORES
<S> <C>
Dollars Per Square Ft
1994 $25
1995 $26
1996 $28
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

On a pro forma basis as of December 31, 1996, after giving effect to the
Offerings and concurrent transactions and the application of the proceeds
thereof, the Company's consolidated indebtedness is expected to be reduced from
approximately $770.6 million to approximately $576.0 million which is all
fixed-rate debt. The maturity dates of such indebtedness range from 1998 to
2014. The Company's ratio of

59
<PAGE>

debt-to-Total Market Capitalization would be approximately % on a pro forma
basis as of December 31, 1996. The interest rate on the fixed-rate debt ranges
from 6.15% to 8.09%. See "Debt Summary." After the Offerings, scheduled
principal amortization and balloon payments in connection with maturing mortgage
indebtedness over the next five years and thereafter are set forth in the table
below:

<TABLE>
<CAPTION>
YEAR
- ------------------------------------------------------------------------------ AMOUNT
--------------
(IN THOUSANDS)
<S> <C>
1997.......................................................................... $ 6,539
1998.......................................................................... 7,022
1999.......................................................................... 194,542
2000.......................................................................... 134,657
2001.......................................................................... 170,157
Thereafter.................................................................... 63,047
</TABLE>

At December 31, 1996, the Company had interest rate exchange agreements
beginning February 11, 1999 and expiring after three years with notional
principal amounts totaling $90.0 million which provide that the Company will pay
6.125% per annum. Subsequently, the Company entered into interest rate exchange
agreements beginning in February 1999 and April 2000 and expiring at various
dates in 2002 with notional principal amounts totaling $227.0 million which
provide that the Company will pay 6.25% per annum.

The historical sources of capital used to fund the Company's operating
expenses, interest expense, recurring capital expenditures and non-recurring
capital expenditures (such as major building renovations and expansions) have
been: (i) Funds from Operations, (ii) property financing and (iii) capital
contributions. The Company anticipates that all development projects, expansion
projects and potential acquisitions within the next 12 months will be funded by
external financing sources.

Capital expenditures were $44.1 million, $12.8 million and $32.1 million for
the years ended December 31, 1996, 1995 and 1994, respectively. The following
table shows the components of capital expenditures.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1996 1995 1994
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Renovations and expansions........................................... $ 39.0 $ 8.3 $ 27.1
Tenant allowances.................................................... 5.0 4.1 4.1
Other capital expenditures........................................... 0.1 0.4 0.9
--------- --------- ---------
Total............................................................ $ 44.1 $ 12.8 $ 32.1
--------- --------- ---------
--------- --------- ---------
</TABLE>

Capital expenditures were financed by external funding and recovery of costs
from tenants where applicable. The Company is currently involved in several
development projects and had outstanding commitments with contractors totaling
approximately $35.8 million as of December 31, 1996, which will be funded
through existing mortgage debt and the secured revolving credit facility
discussed below.

60
<PAGE>

The Company anticipates that its Funds from Operations will provide the
necessary funds on a short-and long-term basis for its operating expenses,
interest expense on outstanding indebtedness and all distributions to the
shareholders in accordance with the REIT Requirements. Sources of recurring and
non-recurring capital expenditures, such as major building renovations and
expansions, as well as for scheduled principal payments, including balloon
payments on outstanding indebtedness are expected to be obtained from: (i)
additional debt financing, (ii) additional equity and (iii) working capital
reserves.

The Company also may obtain additional funds for future acquisitions and
development through borrowings, the issuance of equity securities or partnership
arrangements. Certain acquisitions may be undertaken through the issuance of
additional equity securities. The Company intends to incur additional
indebtedness in a manner consistent with its policy of maintaining a
debt-to-Total Market Capitalization ratio of not more than 50%. The Company
intends to access debt financing from the capital markets on a secured or
unsecured basis.

As of December 31, 1996, the Company's balance of cash and cash equivalents
was $6.7 million, not including its proportionate share of cash held by
unconsolidated real estate partnerships. In addition, the Company has a $50.0
million unsecured revolving credit facility which on a pro forma basis would
have been fully available at December 31, 1996.

The Company believes that it will have access to capital resources
sufficient to satisfy the Company's cash requirements and expand and develop its
business in accordance with its strategy for growth for at least 12 months
following the closing of this Offerings.

INFLATION

Inflation has remained relatively low during the past three years and has
had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clause, which
generally increase rental rates during the terms of the lease. In addition, many
of the leases are for terms of less than ten years, which may enable the Company
to replace existing leases with new leases at higher base and/or percentage
rentals if rents of the existing leases are below the then-existing market rate.
Substantially all of the leases, other than those for anchors, require the
tenants to pay a proportionate share of operating expenses, including common
area maintenance, real estate taxes and insurance, thereby reducing the
Company's exposure to increases in cost and operating expenses resulting from
inflation.

However, inflation may have a negative impact on some of the Company's other
operating items. Interest and general and administrative expenses may be
adversely affected by inflation as these specified costs could increase at a
rate higher than rents. Also, for tenant leases with stated rent increases,
inflation may have a negative effect as the stated rent increases in these
leases could be lower than the increase in inflation at any given time.

SEASONALITY

The shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when tenant occupancy and retail sales
are typically at their highest levels. In addition, shopping malls achieve most
of their temporary tenant rents during the holiday season. As a result of the
above, earnings are generally highest in the fourth quarter of each year.

61
<PAGE>
BUSINESS AND PROPERTIES

GENERAL

The Company's portfolio consists of interests in 13 super regional shopping
centers, six regional shopping centers and three Power Centers, the May
Properties and certain other real estate investments.

THE SHOPPING CENTER BUSINESS

According to "The Scope of the Shopping Center Industry in the United States
1996" as published by the ICSC, retail shopping centers accounted for
approximately 58% of retail sales in the United States (excluding sales by
automotive dealers and gasoline service stations), or an estimated $914.2
billion, in 1996. The ICSC divides shopping centers into various categories
including, among others, super regional shopping centers which are greater than
800,000 square feet of total gross leasable area, regional shopping centers
ranging from 400,000 to 800,000 square feet of total gross leasable area, and
power centers ranging from 250,000 to 600,000 square feet of total gross
leasable area.

Most regional and super regional shopping centers compete for consumer
retail dollars by offering fashion merchandise, hard goods and services,
generally in an enclosed, climate-controlled environment with convenient
parking. Regional and super regional shopping centers have differing strategies
for price levels depending upon the market demographics, competition and the
merchants and merchandise offered, from very high-end presentations, on the one
extreme, to a strategy of leasing exclusively to promotional, single category
outlet stores, on the other. Super regional shopping centers generally have more
variety and assortment than regional shopping centers.

The Company owns interests in 13 super regional shopping centers, with
approximately 14.0 million square feet of Total GLA, representing 72.9% of the
Total GLA. According to the ICSC, nationwide there are approximately 680 super
regional shopping centers, representing 1.7% of shopping centers across the
country.

The Company owns interests in six regional shopping centers with
approximately 3.7 million feet of Total GLA, representing 19.5% of the Total
GLA. According to the ICSC, nationwide there are approximately 1,235 regional
shopping centers representing 3% of shopping centers across the country.

Power centers tend to have category-dominant anchors and few small tenants.
The Company has three Power Centers, including Eastland Center which was
recently converted from a regional shopping center. The Company is also planning
to build a power center on land adjacent to Topanga Plaza and to redevelop the
existing Power Center known as Mission Valley Center-West into a value-oriented
power center. The Power Centers have approximately 1.5 million square feet of
Total GLA, representing 7.6% of Total GLA.

INDUSTRY TRENDS AND THE COMPANY'S MERCHANDISING

The Manager continually monitors and analyzes trends in the Centers and the
industry as a whole. The Manager's in-house research, marketing, merchandising,
and leasing professionals work together to identify retail trends and seek to
merchandise and lease the Centers in response to those market trends. The
following significant industry trends have been identified.

Over the past six years, the Manager has identified a major fashion shift in
ready-to-wear with women's fashion retailers decreasing from approximately 24%
to 19.8% of Mall GLA. The trend to casual dressing and the resulting consumer
interest in value-oriented ready-to-wear, including casual and athletic
footwear, has changed the nature of fashion in the Centers. The trend has moved
from women's ready-to-wear to unisex apparel with unisex retailers increasing
from 8.2% to 14.7% of Mall GLA over the period. The Manager has sought out
unisex tenants such as Eddie Bauer, J. Crew, The Gap, Banana Republic, American
Eagle and others.

New retailers are revitalizing the merchandise variety available at the
Centers, including The Disney Store, Starbucks, Garden Botanika, Coach Leather,
The Museum Company, Warner Bros., Crate and Barrel, The Nature Company, The
Bombay Company, and California Pizza Kitchen.

62
<PAGE>
Successful retailers (including The Gap, Banana Republic and The Limited)
are expanding their formats into larger stores and combining stores such as The
Gap, Gap Kids and the Baby Gap.

There has been a recent "baby-boom" in the U.S., in years 1989-1993, births
have exceeded four million for the first time since the early 1960's; there are
now 20 million Americans between the ages of four and eight. As a result of this
new "baby-boom," the Manager is making a special effort to attract children's
ready-to-wear (i.e., Gap Kids, Baby Gap, and Gymboree) and related kids'
retailers (toys, software, videos), to its Centers. Marketing has also been
tailored to attract this young market and their parents through strategies such
as "Kids Clubs" and mall promotions.

The Manager is merchandising the Centers today to take advantage of the fast
growing teenage market. There are 37 million teens in the U.S., and there has
been a fashion shift to more stylish, junior ready-to-wear. Also, as the new
"baby-boomers" reach their teenage years the Manager believes such tenants as
Wet Seal, Contempo Casuals, Rampage/Friends, Pacific Sunwear, Claire's Store and
The Limited will benefit from these demographic trends.

The Manager and the Company are optimistic about the future of the regional
shopping center business because the consolidation of the department stores in
recent years provides the Centers with financially stronger anchor stores. Also,
the new innovative retailers entering the Centers offer greater merchandise
selection for the shopper. The Company believes the demographic trends described
above will be beneficial to the fashion retailers in the same manner that the
first generation of "baby-boomers" that were fashion oriented drove the dramatic
growth of the shopping industry in the 1970's and 1980's.

THE CENTERS

As set forth in the following table, the Company's portfolio consists of
interests in 13 super regional shopping centers, six regional centers and three
Power Centers located in seven states in the East Coast, the Mid West, and the
West Coast regions of the United States and totalling 19.2 million square feet
of Total GLA. In addition, the Company has an option to acquire the stock of
Westland Realty, Inc., the holder of an indirect 50% interest in Garden State
Plaza pursuant to the Garden State Plaza Option.

63
<PAGE>
CENTER PROFILE

<TABLE>
<CAPTION>
TRADE AREA
PERCENTAGE OF POPULATION
MALL GLA (000S)(2)/
LEASED AT HISTORY AND AVERAGE ANNUAL
SHOPPING CENTER AND PERCENTAGE TOTAL GLA MALL GLA DECEMBER 31, STATUS OF HOUSEHOLD
LOCATION(1) OWNERSHIP (SQ.FT.) SQ.FT. 1996 DEVELOPMENT INCOME $(3)
- ------------------------------ ------------ ----------- ----------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
EAST COAST
Annapolis Mall, .............. 30 990,702 408,554 96 Opened 1980 450/
Annapolis, Maryland Redeveloped $63,400
1983/1994

Connecticut Post Mall,(4) .... 100 831,707 438,405 91 Opened 1960 430/
Milford, Connecticut Redeveloped 1991 $54,600

Enfield Square,(4)(5) ........ 100 678,822 260,632 76 Opened 1971 312/
Enfield, Connecticut Redeveloped $53,700
1987/1997

Meriden Square, .............. 50 746,695 294,654 92 Opened 1971 396/
Meriden, Connecticut Redeveloped $54,800
1988/1993

Montgomery Mall, ............. 100 1,253,482 467,872 97 Opened 1968 612/
Bethesda, Maryland Redeveloped $79,900
1976/1982/1984
1991

South Shore Mall,(6) ......... 100 1,108,111 370,962 92 Opened 1963 Under 495/
Bay Shore, New York Redevelopment $66,500

Trumbull Shopping Park, ...... 100 1,160,716 464,088 86 Opened 1964 536/
Trumbull, Connecticut Redeveloped $71,400
1982/1987/1990
1992/1995
----------- ----------- ---

Total(6).................. 6,770,235 2,705,167 92
----------- ----------- ---

<CAPTION>
SHOPPING CENTER AND
LOCATION(1) MAJOR RETAILERS AND SPECIAL FEATURES
- ------------------------------ -------------------------------------
<S> <C>
EAST COAST
Annapolis Mall, .............. Nordstrom, Hecht's, J.C. Penney,
Annapolis, Maryland Montgomery Ward
Connecticut Post Mall,(4) .... Filene's, J.C. Penney, Caldor
Milford, Connecticut
Enfield Square,(4)(5) ........ Filene's, J.C. Penney. Sears
Enfield, Connecticut scheduled to open Spring 1997.
Meriden Square, .............. Filene's, J.C. Penney, Sears
Meriden, Connecticut
Montgomery Mall, ............. Nordstrom, Hecht's, Sears, J.C.
Bethesda, Maryland Penney
South Shore Mall,(6) ......... Macy's, J.C. Penney, Sears scheduled
Bay Shore, New York to open Fall 1997
Trumbull Shopping Park, ...... Macy's, Filene's, Lord & Taylor, J.C.
Trumbull, Connecticut Penney
Total(6)..................
</TABLE>

64
<PAGE>

<TABLE>
<CAPTION>
TRADE AREA
PERCENTAGE OF POPULATION
MALL GLA LEASED (000S)(2)/
AT HISTORY AND AVERAGE ANNUAL
SHOPPING CENTER AND PERCENTAGE TOTAL GLA MALL GLA DECEMBER 31, STATUS OF HOUSEHOLD
LOCATION(1) OWNERSHIP (SQ.FT.) (SQ.FT.) 1996 DEVELOPMENT INCOME $(3)
- ------------------------------ ------------ ----------- ----------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
MID WEST
Mid Rivers Mall,(5) .......... 100 929,185 352,371 87 Opened 1987 265/
St. Peters, Missouri Redeveloped $50,400
1990/1996

South County Center,(4) ...... 100 754,063 259,360 93 Opened 1963 430/
St. Louis, Missouri Redeveloped 1979 $45,400

West County Center, .......... 100 583,646 152,590 95 Opened 1969 324/
Des Peres, Missouri Redeveloped 1985 $71,000

West Park Mall, .............. 100 502,856 230,505 92 Opened 1981 231/
Cape Girardeau, Missouri Redeveloped 1984 $30,600

Westland Towne Center, ....... 100 470,943 137,520 95 Opened 1960 266/
Lakewood, Colorado Redeveloped $44,300
1979/1994
----------- ----------- ---

Total..................... 3,240,693 1,132,346 93
----------- ----------- ---

WEST COAST

Eagle Rock Plaza, ............ 100 474,230 163,912 81 Opened 1973 525/
Los Angeles, California $50,500

Eastland Center,(5) .......... 100 819,244 617,444 76 Opened 1957 528/
West Covina, California Redeveloped $52,600
(substantially
completed)
1979/1996/1997

Mission Valley Center, ....... 76 1,340,410 508,492 96 Opened 1961 936/
San Diego, California Redeveloped $48,600
1975/1983
1994/1997

Mission Valley 76 178,624 178,624 82 Opened 1961 936/
Center-West,(5) . Under $48,600
San Diego, California Redevelopment

North County Fair,(7) ........ 45 1,243,551 363,054 79 Opened 1986 743/
Escondido, California $54,700

SHOPPING CENTER AND
LOCATION(1) MAJOR RETAILERS AND SPECIAL FEATURES
- ------------------------------ -------------------------------------
<S> <C>
MID WEST
Mid Rivers Mall,(5) .......... Famous-Barr, Dillard's, Sears, J.C.
St. Peters, Missouri Penney

South County Center,(4) ...... Famous-Barr, Dillard's, J.C. Penney
St. Louis, Missouri
West County Center, .......... Famous-Barr, J.C. Penney
Des Peres, Missouri
West Park Mall, .............. Famous-Barr, J.C. Penney, Venture
Cape Girardeau, Missouri
Westland Towne Center, ....... Sears, Super Kmart
Lakewood, Colorado

Total.....................

WEST COAST
Eagle Rock Plaza, ............ Robinsons-May, Montgomery Ward
Los Angeles, California
Eastland Center,(5) .......... Mervyn's, Target
West Covina, California

Mission Valley Center, ....... Robinsons-May, Macy's, Montgomery
San Diego, California Ward, AMC 20-screen theater,
Nordstrom Rack

Mission Valley
Center-West,(5) .
San Diego, California
North County Fair,(7) ........ Nordstrom, Robinsons-May (2), Macy's,
Escondido, California J.C. Penney, Sears
</TABLE>

65
<PAGE>

<TABLE>
<CAPTION>
TRADE AREA
PERCENTAGE OF POPULATION
MALL GLA LEASED (000S)(2)/
AT HISTORY AND AVERAGE ANNUAL
SHOPPING CENTER AND PERCENTAGE TOTAL GLA MALL GLA DECEMBER 31, STATUS OF HOUSEHOLD
LOCATION(1) OWNERSHIP (SQ.FT.) (SQ.FT.) 1996 DEVELOPMENT INCOME $ (3)
- ------------------------------ ------------ ----------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Plaza Bonita, ................ 100 822,075 313,248 94 Opened 1981 696/
National City, California $41,800

Plaza Camino Real, ........... 40 1,152,194 433,984 92 Opened 1969 475/
Carlsbad, California Redeveloped $52,300
1979/1989

The Plaza at West Covina, .... 100 1,233,582 585,488 91 Opened 1975 679/
West Covina, California Redeveloped $54,900
1990/1993

Topanga Plaza, ............... 42 1,085,038 373,006 95 Opened 1964 846/
Canoga Park, California Redeveloped $66,900
1984/1992/1994

Vancouver Mall, .............. 50 870,141 328,575 88 Opened 1977 278/
Vancouver, Washington Redeveloped $43,500
1979/1993
----------- ----------- ------

Total(1).................. 9,219,089 3,865,827 92(8)
----------- ----------- ------

Grand Total(6).......... 19,230,017 7,703,394 92(8)
----------- ----------- ------
----------- ----------- ------

<CAPTION>
SHOPPING CENTER AND
LOCATION(1) MAJOR RETAILERS AND SPECIAL FEATURES
- ------------------------------ -------------------------------------
<S> <C>
Plaza Bonita, ................ Robinsons-May, J.C. Penney,
National City, California Montgomery Ward and Mervyn's
Plaza Camino Real, ........... Macy's (2), Robinsons-May, Sears,
Carlsbad, California J.C. Penney
The Plaza at West Covina, .... Robinsons-May, Macy's, Sears, J.C.
West Covina, California Penney
Topanga Plaza, ............... Nordstrom, Robinsons-May, Sears,
Canoga Park, California Montgomery Ward
Vancouver Mall, .............. Nordstrom, Meier & Frank, Sears, J.C.
Vancouver, Washington Penney, Mervyn's
Total(1)..................
Grand Total(6)..........
</TABLE>

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

(3) U.S. national average household income $44,799. All figures are 1994
estimates provided by Equifax National Decisions Systems.

(4) The Company's interest in this Center includes certain incidental long-term
ground leases.

(5) Under redevelopment.

(6) After giving effect to the South Shore Mall redevelopment anticipated to be
completed in Fall 1997.

(7) The Joint Venture which owns this Center leases it from the City of
Escondido pursuant to a 50-year ground lease which expires in 2033. This
Center is not managed by Westfield Holdings.

(8) Total and Grand Total are for Stabilized Centers and exclude North County
Fair as such Center is not managed by Westfield Holdings.

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<PAGE>
The following table sets forth the number of Centers in each State and the
Total GLA per State for such Centers.

<TABLE>
<CAPTION>
PERCENT OF TOTAL
STATE OF SHOPPING CENTER LOCATIONS NO. OF SHOPPING CENTERS TOTAL GLA GLA
- ---------------------------------------------- ----------------------- ---------- -------------------
<S> <C> <C> <C>
California.................................... 9 8,348,900 43%
Colorado...................................... 1 470,900 2
Connecticut................................... 4 3,417,900 18
Maryland...................................... 2 2,244,200 12
Missouri...................................... 4 2,769,800 14
New York...................................... 1 1,108,100 6
Washington.................................... 1 870,100 5
</TABLE>

Business highlights of the operation and performance of the Centers include
the following:

- Successful redevelopment of a number of the Centers has generated
increased returns. The Company is in the process of redeveloping South
Shore Mall and anticipates that the redevelopment of Mission Valley
Center--West will commence in the second quarter of 1997. In addition, the
Company is currently planning the redevelopment of eight additional
Properties.

- In 1996, the Centers under Westfield Holdings's management (excluding the
recently redeveloped Eastland Center) reported average Mall Stores sales
psf of $297 (and including North County Fair, $ psf for the same
period) as compared to an industry average of $278 psf for the same period
(Source: ICSC Monthly Mall Merchandise Index, February 1997).

- Mall GLA at Stabilized Centers was leased 92% as of December 31, 1996
(and, including North County Fair, % leased).

- A significant concentration of Centers in California (43% of the Total GLA
of the Centers as of December 31, 1996) provides an excellent opportunity
to take advantage of that state's recent economic recovery.

- The Centers have 74 Anchors operating under 18 trade names. The portfolio
includes 20 May Company (Famous-Barr, Filene's, Hecht's, Lord & Taylor,
Meier & Frank, and Robinsons-May), 16 J.C. Penneys, 11 Sears, seven
Federated (Macy's) and five Nordstrom stores. In addition, other major
Anchors include Dillard's, Dayton Hudson (Mervyn's, Target) and Montgomery
Ward. The Manager's strong relationships with these Anchors enhance the
Company's opportunities by providing substantial pre-leasing of new
projects, lease-up of existing space, improved tenant retention and
releasing opportunities. For a description of the total 1996 annualized
base rent and the percentage of Total GLA for such Anchors, see "Business
and Properties--Anchors."

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<PAGE>

Edison Bros. (J. Riggins, JW and Oaktree), Kay Bee Toys & Hobby, The Body
Shop, The Disney Store and Warner Bros.

- In 1996, the Centers derived approximately 95% of their base rents from
Mall Stores. Mall Stores occupied approximately 40.1% of the Total GLA,
and the balance of Total GLA was represented by Anchors and outparcel
stores. No Mall Store retailer accounted for more than 5% of Mall GLA or
more than 6% of the Company's 1996 annualized effective rent (I.E., base
plus percentage rent), except for The Limited Stores, a clothing retailer,
which occupied approximately 10% of Mall GLA and accounted for 11% of the
1996 Mall Store annualized effective rent.

THE EAST COAST PROPERTIES

The East Coast portfolio consists of interests in four Centers in
Connecticut, two in Maryland and one in New York. The East Coast properties are
well located in areas with large populations and generally middle to high
incomes. Connecticut has a population of more than 3.3 million, Long Island, New
York has 2.7 million and the greater Washington, D.C. area has 5.2 million
people. Many of the Centers have significant development opportunities over the
next 10 years. While competition is generally strong, Centers such as Annapolis
Mall, Montgomery Mall and Trumbull Shopping Park have established a competitive
advantage because of their strong department store and specialty store tenant
mix. For example, Montgomery Mall is differentiated from its competition by
having the only Nordstrom store in its market and a distinctive tenant mix.
Annapolis Mall, with its upscale suburban market, has the only Nordstrom store
in its Primary Trade Area.

CONNECTICUT SUPER REGIONAL SHOPPING CENTERS

CONNECTICUT POST MALL. Connecticut Post Mall is located in Milford,
Connecticut, at the intersection of Interstate 95 and Boston Post Road, and has
a significant market share of the greater New Haven market. The Center, which
opened in 1960, was last redeveloped in 1991 by adding J.C. Penney, Filene's and
a new food court. The enclosed, two-level mall has 831,707 square feet of Total
GLA on a 79-acre site, with 137 Mall Stores and three Anchors: Filene's, J.C.
Penney and Caldor. The Company anticipates that further redevelopment could
include the addition of up to two more anchors and additional Mall GLA. The
Company owns 100% of the Center.

TRUMBULL SHOPPING PARK. Trumbull Shopping Park is located in Trumbull,
Connecticut, near the Merritt Parkway and serves the affluent Fairfield County
communities. The Center, which opened in 1962, has undergone multiple
redevelopments, including a significant redevelopment in 1992 which added Lord &
Taylor and 10,000 square feet of additional Mall GLA. The two-level Center has
approximately 1.2 million square feet of Total GLA on a 78-acre site, with 176
Mall Stores and four Anchors: Macy's, Filene's, Lord & Taylor and J.C. Penney.
The Company believes that there is redevelopment potential with the addition of
a third level of specialty stores. The Company owns 100% of the Center.

CONNECTICUT REGIONAL SHOPPING CENTERS

ENFIELD SQUARE. Enfield Square is located in Enfield, Connecticut, 15 miles
north of downtown Hartford, Connecticut, along Interstate 91 and serves North
Hartford County. The Center, which opened in 1971, was last renovated in 1987,
and is currently under redevelopment with the addition of Sears as a new anchor
scheduled for Spring 1997. Upon completion of redevelopment, the one-level
Center will have 678,822 square feet of Total GLA on a 104-acre site, with 81
Mall Stores and three Anchors: Filene's and J.C. Penney and a new Sears store.
The Company believes that potential redevelopment exists for a possible fourth
anchor and an additional Mall GLA. The Company owns 100% of the Center.

MERIDEN SQUARE. Meriden Square is located in Meriden, Connecticut, 20 miles
southwest of downtown Hartford, Connecticut, and serves New Haven County. The
Center, which opened in 1971, was last redeveloped in 1993 with the addition of
Sears and 100,000 square feet of Mall GLA. This two-level Center has 746,695
square feet of Total GLA on a 63-acre site, with 113 Mall Stores and three
Anchors: Filene's,

68
<PAGE>
J.C. Penney and Sears. The Company believes that further redevelopment may
include the addition of a fourth anchor and an expansion of Mall GLA.

The Company is a 50% general partner in Meriden Square, under a partnership
agreement expiring in 2058 with two entities that together comprise the other
50% general partner interest. Each partner may only sell the Center with the
consent of the other or after offering its interest to the other partner where
the partner elects not to purchase.

MARYLAND/WASHINGTON, D.C. SUPER REGIONAL SHOPPING CENTERS

ANNAPOLIS MALL. Annapolis Mall is located in Annapolis, Maryland, the home
of the U.S. Naval Academy and a popular tourist destination, 20 miles east of
the Washington, D.C. metropolitan area. The Center, which opened in 1980, was
redeveloped in 1994 with the addition of Nordstrom and 100,000 square feet of
Mall GLA. At that time the Center was also renovated and repositioned with
upscale specialty stores to complement Nordstrom. The 1994 redevelopment and
repositioning significantly expanded the Center's trade area and enabled
Annapolis Mall to hold a significant market share. The one-level Center has
990,702 square feet of Total GLA on a 93-acre site, with 151 Mall Stores and
four Anchors: Hecht's, Montgomery Ward, J.C. Penney and Nordstrom. There is
early redevelopment planning for the addition of a fifth anchor. The Company
believes that two additional anchors and Mall GLA can be added to the Center.

The Company is a 30% general partner in Annapolis Mall. Under the terms of
the partnership agreement expiring May 1, 2078, neither joint venture partner
may dispose of an interest except (i) to an affiliate, (ii) in connection with
the merger, consolidation, or sale or substantially all the assets or (iii)
subject to a right of first refusal. The agreement contains buy-sell provisions
with respect to partnership interests in the event of a deadlock as to the sale
of the Center, refinancing or the identity of a department store operator.
Neither joint venture partner may mortgage its partnership interest.

MONTGOMERY MALL. Montgomery Mall is located in Bethesda, Maryland, and
serves Montgomery County. The Center, which opened in 1968, was expanded and
redeveloped in 1991 with the addition of a Nordstrom and a new fashion retail
wing. The repositioning of the Center includes serving the high income
demographics of the market and additional upscale merchandise to better
compliment Nordstrom. The Center has approximately 1.25 million square feet of
Total GLA on a 58-acre site, with 178 Mall Stores and four Anchors: Nordstrom,
Hecht's, Sears and J.C. Penney. The Center has the most significant market share
of the super regional shopping centers serving Montgomery County in Maryland.
The Company believes that additional anchors and Mall GLA can be added to the
Center. The Company owns 100% of the Center.

NEW YORK SUPER REGIONAL CENTER

SOUTH SHORE MALL. South Shore Mall is located in Bay Shore, New York in
Long Island near the Sunrise Highway. The Center, which opened in 1963, is
presently being expanded with a new Sears and 40,000 square feet of Mall GLA. As
part of its expansion, the Center is being renovated. The redevelopment is
expected to be completed in Fall 1997. Upon completion of the redevelopment, the
Center will have approximately 1.1 million square feet of Total GLA on a 84-acre
site, with 120 Mall Stores and three Anchors: J.C. Penney, Macy's and the new
Sears store. The Company owns 100% of the Center.

THE MID WEST PROPERTIES

The Mid West portfolio consists of interests in four Centers in Missouri and
one in Denver, Colorado. All of the Missouri Centers are easily accessible to
and readily visible from major interstate highways. Three of the Mid West
Properties are located in the St. Louis metropolitan area which has a population
of more than 2.5 million.

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<PAGE>
MISSOURI/ST. LOUIS SUPER REGIONAL CENTER

MID RIVERS MALL. Mid Rivers Mall is located on Interstate 70 in St. Charles
County in the St. Peters, Missouri metropolitan area. The Center, which opened
in 1987, was redeveloped in 1990, and again in 1996. The 1996 redevelopment
resulted in an addition of 40,000 square feet of Mall GLA and added J.C. Penney.
The two-level Center has 929,185 square feet of Total GLA on a 78-acre site,
with 142 Mall Stores and Anchors all four major department stores that serve St.
Louis: Famous-Barr, Dillard's, Sears and J.C. Penney. The Company owns 100% of
the Center.

MISSOURI/ST. LOUIS REGIONAL CENTERS

SOUTH COUNTY CENTER. South County Center is located at the intersection of
Interstate 270 and Interstate 55 in St. Louis, Missouri, and serves the south
St. Louis and South County markets. The two-level Center, which opened in 1963,
has 754,063 square feet of Total GLA on a 73-acre site, with 102 Mall Stores and
three Anchors: Famous-Barr, Dillard's and J.C. Penney. Substantial redevelopment
planning is proceeding for the addition of a fourth anchor and additional
specialty stores. The Company owns 100% of the Center.

WEST COUNTY CENTER. West County Center is located in Des Peres, Missouri,
on Interstate 270 and serves the affluent west county suburbs of St. Louis
County. The Center, which opened in 1969, has 583,646 square feet of Total GLA
on a 51-acre site, with 65 Mall Stores and two Anchors: Famous-Barr and J.C.
Penney. Substantial redevelopment planning is proceeding for the addition of a
fashion anchor, additional Mall GLA and the redevelopment of the existing Mall
GLA. The Company owns 100% of the Center.

WEST PARK MALL. West Park Mall is located in southeast Missouri in Cape
Girardeau. The Center serves a geographically large Primary Trade Area and is
the only regional shopping center in southeast Missouri. The Center, which
opened in 1981, was redeveloped in 1984. The one-level Center has 502,856 square
feet of Total GLA on a 65-acre site, with 82 Mall Stores and three Anchors:
Famous-Barr, J.C. Penney and Venture. The Company believes that there is
redevelopment potential for another anchor. The Company owns 100% of the Center.

DENVER POWER CENTER

WESTLAND TOWNE CENTER. Westland Towne Center is located to the west of
downtown Denver in suburban Lakewood, Colorado. The Center, which opened in
1960, was redeveloped into a power center in 1994. The Center has 470,943 square
feet of Total GLA on a 46-acre site, with 15 Mall Stores and is anchored by a
Super Kmart (approximately 191,000 square feet) and a Sears store. The 1994
redevelopment repositioned the Center to better serve the middle income west
Denver market. No further redevelopment is currently planned. The Company owns
100% of the Center.

THE WEST COAST PROPERTIES

The West Coast portfolio consists of interests in nine Centers in California
and one in Vancouver, Washington. With a population of more than 15.6 million,
the Los Angeles properties serve a broad customer base. The San Diego properties
serve a growing market with a base of 2.7 million people. The California
properties are well located with good access to major highways and are well
positioned to take advantage of the economic recovery taking place in
California. Vancouver Mall is in the Portland/ Vancouver market which has a
population of 1.7 million.

CALIFORNIA SUPER REGIONAL CENTERS

MISSION VALLEY CENTER. Mission Valley Center is located in Mission Valley
in the heart of San Diego County, and is easily accessible from Interstates 8,
805 and 5. The one-level, open-air Center, which opened in 1961, was redeveloped
and strategically repositioned in 1996-7. A new 20-screen AMC theater

70
<PAGE>

which opened in 1995 drew over 2 million theater-goers in its first year, making
it one of the top five movie theaters in the United States. As part of the
redevelopment, a major mall concourse was redeveloped with Category Killers,
including Bed Bath & Beyond, Loehmann's, Michaels and Nordstrom Rack. Theme
restaurants including Jr. Seau's, Canyon Cafe and Wolfgang Puck's Cafe have been
added to the Center. The repositioning of the Center allows it to better serve
its large middle class market. The Center has over 1.3 million square feet of
Total GLA on a 58-acre site, with 95 Mall Stores and three Anchors: Robinsons-
May, Montgomery Ward and Macy's.

The Company owns 75.8% of the Mission Valley partnership and is the sole
general partner. Under the terms of the partnership agreement, which terminates
on October 8, 2007, a partner may not transfer its interest, other than to an
affiliate, without the consent of the other partners.

NORTH COUNTY FAIR. North County Fair is located in Escondido, California,
and serves the north San Diego County market along Interstate 15. The
three-level Center, which opened in 1986, has over 1.2 million square feet of
Total GLA on a 83-acre site, with 168 Mall Stores and six Anchors: Nordstrom,
two Robinsons-May, Macy's, J.C. Penney and Sears. The Center has a significant
position in the upper middle class trade area. The Center is leased from the
city of Escondido under a 50-year lease which expires in 2033. North County Fair
is the only Center not managed by Westfield Holdings.

The Company is a 45% limited partner in North County Fair. Under the terms
of the partnership agreement terminating on June 30, 2033, a partner may not
transfer its interest except to (i) an affiliate, (ii) a third party, subject to
a right of first refusal or (iii) a successor by merger or purchase of all or
substantially all of the assets.

PLAZA BONITA. Plaza Bonita is located in the south bay area of San Diego
County along Interstate 805, eight miles from the Mexican border. This two-level
Center, which opened in 1981, has 822,075 square feet of Total GLA on a 70-acre
site, with 135 Mall Stores and four Anchors: Robinsons-May, J.C. Penney,
Montgomery Ward and Mervyn's. Further redevelopment on a fifth pad may include
an additional anchor or specialty shops. The Company owns 100% of the Center.

PLAZA CAMINO REAL. Plaza Camino Real is located in northern San Diego
County near the intersection of Highway 78 and El Camino Real and serves the
tri-city area of Carlsbad, Vista and Oceanside. This Center, which opened in
1969, was last redeveloped in 1989. The two-level Center has over 1.1 million
square feet of Total GLA on a 92-acre site, with 155 Mall Stores and five
Anchors: two Macy's, Robinsons-May, J.C. Penney and Sears. The Company believes
the Center has redevelopment potential with the inclusion of theaters,
restaurants or, possibly, Category Killers.

The Company is the 40% general partner in Plaza Camino Real. Under the terms
of the partnership agreement terminating in 2065, the consent of a majority
interest of limited partners is generally required for any transfer by the
Company of its interest in the Center other than to certain affiliated entities.

THE PLAZA AT WEST COVINA. The Plaza at West Covina is located in West
Covina, California, Los Angeles County on Interstate 10 (the San Bernardino
Freeway). The Center is the leading super regional shopping center serving the
San Gabriel Valley. The Center, which opened in 1975, was renovated in 1990 and
in 1993 a Robinsons-May store and 100,000 square feet of Mall GLA was added to
the Center. In 1996, the former Broadway store converted into a new Sears, the
Bullock's converted into Macy's and the Company added a 50,000 square-foot
Oshman's Super Store. The Center has over 1.2 million square feet of Total GLA
on a 71-acre site, with 194 Mall Stores and four Anchors: Robinsons-May, Macy's,
Sears and J.C. Penney. The Company owns 100% of the Center.

TOPANGA PLAZA. Topanga Plaza is located in Warner Center in the West San
Fernando Valley, in Los Angeles, California. The Center, which opened in 1964,
was renovated and repositioned in 1994 with an upscale merchandise mix including
Crate & Barrel, Guess, The Museum Company, and Warner Bros. A Sears opened in
late 1996, replacing a Broadway store. The Center has the only Nordstrom in the
west San Fernando Valley and attracts a high-income customer base. The two-level
Center has approximately 1.1 million square feet of Total GLA on a 63-acre site,
with 130 Mall Stores and four Anchors: Nordstrom,

71
<PAGE>
Robinsons-May, Sears and Montgomery Ward. The Company believes the Center has
redevelopment potential with up to two additional department stores and
additional Mall GLA.

The Company is a 42% general partner in Topanga Plaza; the Outside Partner
is a 58% general partner. Under the terms of the partnership agreement, which
expires December 31, 2035, until December 31, 1998, the Company's joint venture
partner has the sole right to cause the Center to be sold, subject to a right of
first refusal by the Company; after January 1, 1999, either partner may cause
the Center to be sold subject to a right of first refusal by the other. The
Company may transfer its interest in the Center to certain affiliates without
the consent of the Outside Partner.

CALIFORNIA REGIONAL CENTER

EAGLE ROCK PLAZA. Eagle Rock Plaza is located southeast of Glendale,
California in Los Angeles County at Colorado Boulevard and the Glendale Freeway.
The two-level Center, which opened in 1973, has 474,230 square feet of Total GLA
on a 22-acre site, with 63 Mall Stores and two Anchors: Robinsons-May and
Montgomery Ward. Future redevelopment and repositioning may include an
additional anchor and a Category Killer. The Company owns 100% of the Center.

CALIFORNIA POWER CENTERS

EASTLAND CENTER. Eastland Center is located on Interstate 10 in Los Angeles
County. Redevelopment of the Center, which opened in 1957, is substantially
complete. The Center has been repositioned as a power center and offers
value-oriented shopping with Ross Dress for Less, Office Depot, Old Navy,
Marshall's and a Babies 'R Us. The Center has 819,244 square feet of Total GLA
on a 58-acre site with 29 Mall Stores and is anchored by Mervyn's and a new
Target. The Center also has a major grocery store and drugstore. The Company
owns 100% of the Center.

MISSION VALLEY CENTER-WEST. The Center is a strip center, located on and
visible from Interstate 8, adjacent to the super regional Mission Valley Center.
The Center, which opened in 1961, has 178,624 square feet of Total GLA, 34 Mall
Stores and several value tenants, offices and outparcels. The Company plans to
build a new power center with value-oriented retailers complementing the newly,
repositioned Mission Valley Center and strengthening the retail hub created by
the two Centers.

Mission Valley Center-West is owned by the same partnership that owns
Mission Valley Center.

WEST VALLEY

West Valley is located in Canoga Park, California, and is adjacent to
Topanga Plaza. The property is predominantly vacant land with a few outparcels
that have been developed. The Company plans to redevelop the property into a
power center with value-oriented retailers. The property has 36.6 acres with
excellent visibility and position in Warner Center.

The Company is a 42.5% general and limited partner in West Valley under the
terms of the partnership agreement which terminates on December 31, 2015; the
Outside Partner is a 57.5% partner.

WASHINGTON SUPER REGIONAL CENTERS

VANCOUVER MALL. Vancouver Mall, is located in Vancouver, Washington in
Clark County, a growing suburb of the Portland, Oregon metropolitan area. The
Center, which opened in 1977, was recently renovated and redeveloped by adding a
food court in 1993. The two-level Center has 870,141 square feet of Total GLA on
a 97-acre site, with 156 Mall Stores and five Anchors: Meier & Frank, Nordstrom,
Sears, J.C. Penney and Mervyn's. Expansion of current department stores is
planned to solidify the Center's position within its market.

The Company is a 50% general partner in Vancouver Mall; the Outside Partner
is also a 50% general partner. Under the terms of the partnership agreement,
terminating September 28, 2074, the Company's joint venture partner may only
sell its interest (other than through a right of first refusal) to a corporate

72
<PAGE>

affiliate or in connection with a merger, consolidation or reorganization.
Notwithstanding any other provision, the partners together may not sell more
than 50% of the partnership interest in a year. There are buy-sell provisions
regarding the property, the price being set by the offeror. The Company's joint
venture partner may buy out the Company in certain circumstances (such as
bankruptcy) at the fair market value, which is determined by appraisal
procedures. Neither partner may mortgage its partnership interest.

ANCHORS

Anchors generally are department stores whose merchandise appeals to a broad
range of shoppers and traditionally have been a major factor in the public's
perception of a shopping center. Although the Centers receive a smaller
percentage of their operating income from Anchors than from Mall Stores, the
Company believes that the Anchors at a Center help to generate customer traffic
and therefore make a Center a desirable location for Mall Store tenants.

Anchors and the owner of a shopping center usually enter into agreements,
generally referred to as "reciprocal easement agreements" or "REAs," covering,
among other things, operational matters, initial construction and future
expansion. Anchors generally retain certain rights to approve or disapprove
future renovations or expansions of the shopping center, and the REAs usually
are recorded as encumbrances on all of the real property within the shopping
center. Many of the Anchors own their stores, the land under them and adjacent
parking areas. Others enter into long-term leases at rents that are lower than
the rents generally charged to Mall Store tenants.

Anchors at the Centers occupy approximately 11.5 million square feet of
Total GLA, or 59.9% of Total GLA, and accounted for less than 8.2% of the
Company's total revenue in 1996 (including North County Fair, 7.8% of the
Company's total revenues in 1996). Anchors range in size from approximately
72,000 to 363,000 square feet, with an average of approximately 156,000 square
feet. The Centers have 74 Anchors operating under 18 trade names. Excellent
relationships have been established with major Anchors, including
Dayton-Hudson's, Dillard's, Federated, J.C. Penney, May Company, Montgomery
Ward, Nordstrom and Sears. These relationships, combined with Westfield
Holdings's experience in management and development, enhance the Company's
development activities by permitting substantial pre-leasing of new projects,
lease-up of existing space and releasing opportunities.

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<PAGE>
The following table indicates the parent company of each Anchor, the number
of stores owned or leased by each Anchor in the Centers, Total GLA and the
percentage of Total GLA as of December 31, 1996.

<TABLE>
<CAPTION>
1996
TOTAL GLA TOTAL ANNUALIZED
NUMBER OF (SQUARE FEET) PERCENTAGE OF BASE RENT
NAME ANCHOR STORES(1) (IN THOUSANDS) TOTAL GLA (IN THOUSANDS)
- ----------------------------------------------- --------------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
May Department Stores
Robinsons-May................................ 8 1,520 7.9% $ 113
Famous-Barr.................................. 4 693 3.6 264
Filene's..................................... 4 705 3.7 479
Hecht's...................................... 2 416 2.2 --
Meier & Frank................................ 1 118 0.6 --
Lord & Taylor................................ 1 118 0.6 --
--
------ --- ------
Sub-Total...................................... 20 3,570 18.6 856
--
------ --- ------
J.C. Penney.................................. 16 2,415 12.6 1,653
Sears........................................ 11 1,657 8.6 60
Macy's....................................... 7 1,269 6.6 1,546
Montgomery Ward.............................. 5 790 4.1 207
Nordstrom.................................... 5 730 3.8 777
Dayton Hudson
Mervyn's................................... 3 248 1.3 --
Target Discount............................ 1 122 0.6 63
--
------ --- ------
Sub-Total.................................... 4 370 1.9 63
--
------ --- ------
Dillard's.................................... 2 290 1.5 15
Caldor....................................... 1 86 0.4 210
Venture...................................... 1 81 0.4 --
AMC Theater.................................. 1 76 0.4 761
Kmart........................................ 1 191 1.0 1,517
--
------ --- ------
Total........................................ 74 11,525 59.9% $ 7,665
--
--
------ --- ------
------ --- ------
</TABLE>

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

(1) Figures include Anchors at North County Fair.

No single Anchor accounted for more than 10% of Total GLA as of December 31,
1996 at the Centers, except for the May Company which accounted for 18.6% of
Total GLA and J.C. Penney which accounted for 12.6% of Total GLA.

MALL STORES

The Centers have approximately 2,500 Mall Stores. As of December 31, 1996,
national or regional chains leased approximately 90% of the Mall GLA. The five
Mall Stores retailers accounting for the largest percentage of Mall Store
effective rent in 1996 were: The Limited Stores (Abercrombie & Fitch, The
Limited, Limited Express, Lane Bryant, Lerner's, Structure, Victoria's Secret),
The Woolworth Corporation (Footlocker, Kinney Shoes and others), The Gap (The
Gap, Gap Kids, Banana Republic), Barnes and Noble, and Casual Corner.

In 1996, the Centers under Westfield Holdings's management (excluding
Eastland Center which is under redevelopment) reported average Mall Store sales
psf of $297 (including North County Fair, sales psf of $300) as compared to an
industry average of $278 psf for the same period. (Source: ICSC Monthly Mall
Merchandiser Index, February 1997).

In 1996, the Centers derived approximately 95% of their base rents from Mall
Stores, which occupied approximately 40.1% of the Total GLA. No Mall Store
retailer accounted for more than 5% of Mall GLA

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<PAGE>

or more than 6% of the Company's 1996 annualized effective rent (I.E., base plus
percentage) at the Centers, except for The Limited Stores, a clothing retailer,
which occupied 10% of Mall GLA, and accounted for 11% of the 1996 total Mall
Store annualized effective rent as of December 31, 1996.

The following table sets forth, as of December 31, 1996, certain information
with respect to the ten largest Mall Store tenants (through their various
operating divisions) in terms of Mall GLA.

<TABLE>
<CAPTION>
TOTAL 1996
NUMBER OF MALL GLA EFFECTIVE PERCENTAGE OF
MALL STORES (SQUARE PERCENTAGE OF RENT TOTAL MALL STORE
TENANT LEASED FEET) MALL GLA (THOUSANDS) EFFECTIVE RENT
- ---------------------- --------------- ------------ ----------------- ------------- ---------------------
<S> <C> <C> <C> <C> <C>
Limited Stores........ 102 772,119 10% $ 15,941 11%
Woolworth............. 119 384,211 5 8,325 6
The Gap............... 17 131,030 2 3,054 2
Casual Corner......... 28 104,230 1 2,369 2
Barnes and Noble...... 27 84,545 1 2,492 2
Edison Brothers....... 38 77,163 1 1,845 1
Trans World........... 12 75,859 1 1,793 1
Eddie Bauer........... 12 73,530 1 2,173 1
Musicland............. 18 71,887 1 2,129 1
Kay Bee Toys &
Hobby................ 18 69,509 1 1,711 1
-- --
--- ------------ -------------
Total................. 391 1,844,083 24% $ 41,832 28%
-- --
-- --
--- ------------ -------------
--- ------------ -------------
</TABLE>

SALES

"Total sales" accounts for a portfolio's ability to generate sales over its
total square footage and is affected by occupancy. Total sales for Mall Stores
(including North County Fair) was in excess of $1.5 billion in 1996 and
represented a compound annual growth rate of 6.7% between 1994 (when Westfield
Holdings began managing the Company) and 1996.

The table below sets forth Mall Store sales for Centers in the East Coast,
the Mid West and the West Coast regions of the United States.

<TABLE>
<CAPTION>
EAST COAST CENTERS MID WEST CENTERS WEST COAST CENTERS TOTAL CENTERS
------------------------------ ---------------------------- -------------------------- --------------------------
PERCENTAGE PERCENTAGE PERCENTAGE TOTAL PERCENTAGE
SALES(1) INCREASE SALES(1) INCREASE SALES(1) INCREASE SALES(1) INCREASE
YEAR (MILLIONS) (DECREASE) (MILLIONS) (DECREASE) (MILLIONS) (DECREASE) (MILLIONS) (DECREASE)
- ---------- ----------- ----------------- ----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994...... $ 667 -- $ 168 -- $ 513 -- $ 1,348 --
1995...... 699 4.8% 174 3.6% 621 21.1% 1,494 10.8%
1996...... 700 -- 177 1.7 659 6.1 1,536 2.8
</TABLE>

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

(1) Sales are based on reports by Mall Stores reporting sales and excludes
Centers under redevelopment.

75
<PAGE>
LEASING

Leased percentages are calculated on the basis of signed leases under which
the Company at the time of determination will be receiving rents for a period of
12 consecutive months starting on the date of calculation. The following table
sets forth leased status for the Centers in the East Coast, the Mid West and the
West Coast regions of the United States (excluding Centers under redevelopment).

<TABLE>
<CAPTION>
WEST COAST WEST COAST TOTAL TOTAL
CENTERS CENTERS CENTERS CENTERS
EAST COAST MID WEST (INCLUDING NORTH (EXCLUDING NORTH (INCLUDING NORTH (EXCLUDING NORTH
DECEMBER 31 CENTERS CENTERS COUNTY FAIR) COUNTY FAIR) COUNTY FAIR) COUNTY FAIR)
- ------------------- ------------- ----------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
1994............... 94% 88% 84% 83% 88% 88%
1995............... 92 92 88 89 90 90
1996............... 92 93 90 92 91 92
</TABLE>

COSTS OF OCCUPANCY

Management believes that in order to continue to increase Funds from
Operations, Mall Store tenants must be able to operate profitably. A major
factor contributing to tenant profitability is cost of occupancy. Management
believes that the occupancy costs for Mall Stores in the Centers are competitive
within the respective markets serviced by the Centers, thereby giving the
Company an opportunity to increase minimum rents.

The following table sets forth certain information relating to occupancy
costs in the Centers (including all Mall Store tenants reporting sales).

<TABLE>
<CAPTION>
(INCLUDING NORTH (EXCLUDING NORTH
COUNTY FAIR) COUNTY FAIR)
FOR THE YEARS ENDED FOR THE YEARS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Occupancy Costs as a Percentage of Sales:
Base Rents.............................................. 8.6% 8.9% 8.5% 8.7%
Expense Recoveries...................................... 4.6% 4.8% 4.7 4.9
--- --- --- ---
Total................................................. 13.2% 13.7% 13.2% 13.6%
--- --- --- ---
--- --- --- ---
</TABLE>

LEASES

Generally the Mall Store leases are for ten-year terms at inception and the
leases provide for tenants to pay rent comprised of two elements. The first
element is fixed "base" or "minimum" rent, often subject to step increases
according to a schedule agreed upon at the time of lease inception. The second
element of rent is additional rent based upon a percentage of a tenant's gross
sales in excess of a minimum annual amount. Although both elements are
immaterial in the aggregate, in some cases, tenants only pay a fixed base rent
and, in a few cases, tenants only pay percentage rent.

Virtually all of the leases for Mall Stores contain provisions that allow
the Centers to recover certain operating costs and expenses with respect to the
common areas (including parking facilities), all buildings, roofs and facilities
within the Centers, as well as insurance and property taxes. As a result of the
foregoing, the Centers recovered approximately 101% (including North County
Fair) of these costs and expenditures in 1996.

LEASE EXPIRATIONS

The expiration of leases presents shopping center owners with the
opportunity to increase base and percentage rents, modify lease terms and
conditions, improve tenant mix, relocate existing tenants, reconfigure or expand
tenant spaces and introduce new retailers and retail concepts to the shopping
center. The Company endeavors to increase base rent levels in the Centers in
part through negotiating terminations of leases of under performing tenants and
renegotiating existing leases.

76
<PAGE>

The following table shows scheduled lease expirations as of December 31,
1996 for the next ten years for the Centers' Mall Stores (excluding outparcels).

<TABLE>
<CAPTION>
APPROXIMATE
MALL GLA OF PERCENTAGE AVERAGE ANNUALIZED PERCENTAGE OF
EXPIRING OF MALL GLA BASE RENT BASE RENT BASE RENT
NUMBER LEASES REPRESENTED (PSF) OF OF EXPIRING REPRESENTED
OF LEASES (SQUARE BY EXPIRING EXPIRING LEASES BY EXPIRING
YEAR ENDING DECEMBER 31, EXPIRING FEET) LEASES LEASES (THOUSANDS) LEASES
- ------------------------- ------------- ------------ --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997..................... 85 181,736 2.57% $ 27.40 $ 4,489 3.26%
1998..................... 218 465,611 6.59 24.99 11,633 8.46
1999..................... 186 315,777 4.47 27.03 8,535 6.21
2000..................... 194 334,433 4.73 30.73 10,276 7.47
2001..................... 190 378,982 5.36 33.28 12,612 9.17
2002..................... 215 482,845 6.83 33.63 16,237 11.81
2003..................... 198 467,827 6.75 30.57 14,577 10.60
2004..................... 236 683,606 9.67 30.53 20,868 15.17
2005..................... 193 599,774 8.49 30.11 18,057 13.13
2006..................... 164 465,071 6.58 32.01 14,888 10.82
</TABLE>

MALL STORE RENTAL RATES

The following table contains certain information regarding per square foot
average base rent of the Mall Stores that have been open since January 1, 1994
(excluding outparcels and North County Fair).

<TABLE>
<CAPTION>
ALL ALL
EXISTING LEASES EXISTING LEASES
(EXCLUDING (INCLUDING
NORTH COUNTY NORTH COUNTY
AS OF DECEMBER 31 FAIR) FAIR)
- ------------------------------------------------------------------- --------------- ---------------
<S> <C> <C>
1994............................................................... $ 24.62 $ 24.86
1995............................................................... 25.89 26.07
1996............................................................... 26.88 26.99
</TABLE>

As leases have expired, the Company has generally sought to rent the
available space, either to the existing tenant or a new tenant, at rental rates
that are higher than those of the expired leases, in part since the average rent
for leases in place is generally less than the market rate for such space.

The average effective (base plus percentage) annual rent per square foot at
Mall Stores was $27.62 psf at December 31, 1996 (excluding outparcels and North
County Fair) (excluding outparcels and including North County Fair, $27.50 psf
at December 31, 1996).

The following table illustrates increases in Mall Store rental rates
(excluding outparcels and North County Fair).

<TABLE>
<CAPTION>
LEASES LEASES LEASES LEASES
EXPIRING EXECUTED EXPIRING EXECUTED
DURING THE DURING THE DURING THE DURING THE
PERIOD(1) PERIOD(2) PERIOD(1) PERIOD(2)
(EXCLUDING (EXCLUDING (INCLUDING (INCLUDING
NORTH NORTH NORTH NORTH
YEAR COUNTY FAIR) COUNTY FAIR) COUNTY FAIR) COUNTY FAIR)
- ------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
1994............... $ 20.63 $ 30.93 $ 21.26 $ 31.06
1995............... 22.89 26.06 23.03 26.68
1996............... 21.48 31.96 22.88 31.98
</TABLE>

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

(1) Includes scheduled expirations, early termination, abandonments and
negotiated buyouts. Represents average base rent for the final year of
occupancy.

(2) Includes renewals. Represents average base rent for the initial year of
occupancy.

77
<PAGE>

Minimum rents at Mall Stores are expected to grow based upon contractual
increases in base rent in existing leases. In the aggregate, base rent is
expected to increase by approximately $16,456,089 over the next five years
through these contractual increases (excluding outparcels and North County
Fair).

<TABLE>
<CAPTION>
EXISTING CUMULATIVE EXISTING
CONTRACTUAL RENT CONTRACTUAL RENT
YEAR INCREASES INCREASES
- -------------------------------------------------------- ------------------- -------------------------
<S> <C> <C>
1997.................................................... $ 4,650,210 $ 4,650,210
1998.................................................... 4,889,631 9,539,841
1999.................................................... 2,775,982 12,315,823
2000.................................................... 2,223,276 14,539,099
2001.................................................... 1,916,990 16,456,089
</TABLE>

In addition to the increase in existing leases, the Company endeavors to
increase base rent levels in the Centers in part through negotiating
terminations of leases of under performing tenants and renegotiating existing
leases.

COMPETITION

All of the Centers are located in developed retail and commercial areas.
With respect to certain of such Centers, other malls or neighborhood and
community shopping centers may compete within the Primary Trade Area of each of
the Centers. The amount of rentable space in the relevant Primary Trade Area,
the quality of facilities and the nature of stores at such competing shopping
centers could each have a material adverse effect on the Company's ability to
lease space and on the level of rents the Company can obtain. In addition,
retailers at the Centers face increasing competition from other forms of
retailing, such as discount shopping centers, outlet malls, catalogues, discount
shopping clubs and telemarketing. Other development companies, including other
REITs, compete for acquisition of new retail shopping centers. See "Business and
Properties--The Shopping Center Business."

Although the Company believes the Centers can compete effectively within
their trade areas, the Company must also compete with other owners, managers and
developers of retail shopping centers and malls. Those competitors that are not
REITs may be at an advantage to the extent they can utilize working capital to
finance projects, while the Company (and its competitors that are REITs) will be
required by the annual distribution provisions under the Code to distribute
significant amounts of cash from operations to its shareholders. In addition,
the Company intends to distribute more cash to its shareholders than is required
by the Code because of WAT's distribution policies. See "Distributions." If the
Company should require funds, it may have to borrow when the cost of capital is
high. Moreover, increased competition could adversely affect the Company's
revenues and Funds from Operations.

CERTAIN PROPERTY TAX INFORMATION

The aggregate real estate property tax obligations for the Centers during
calendar 1996 was approximately $21.1 million. Substantially all leases for Mall
Stores contain provisions requiring tenants to pay as additional rent their
proportionate share of any real estate taxes.

ADDITIONAL INFORMATION REGARDING MONTGOMERY MALL

Of the Centers, only Montgomery Mall in Bethesda, Maryland, which is 100%
owned by the Company, accounted for 10% or more of the aggregate book value of
the Properties and 10% or more of total revenue in 1996. Montgomery Mall has
over 1.2 million square feet of Total GLA, with 178 Mall Stores and four
Anchors: Nordstrom, Hecht's, J.C. Penney and Sears. The Center was last
redeveloped in 1991. The Company believes that there is further redevelopment
potential during the next five to 10 years although such redevelopment is not
currently planned.

78
<PAGE>
The following chart sets forth the Mall Store sales for Montgomery Mall.

<TABLE>
<CAPTION>
YEAR MALL STORE SALES (PSF)(1)
- --------------------------------------------------------------------- -------------------------
<S> <C>
1994................................................................. $ 384
1995................................................................. 397
1996................................................................. 405
</TABLE>

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

(1) Sales are based on Mall Stores reporting sales.

Other than The Limited Stores, which through its various operating
divisions, occupied 15% of Total GLA as of December 31, 1996, no tenant at the
Center leased 10% or more of Total GLA as of December 31, 1996. None of The
Limited Stores leases contain renewal options. Principal terms of The Limited
Store leases are set forth in the table below.

<TABLE>
<CAPTION>
APPROXIMATE
MALL GLA OF
EXPIRING
LEASES ANNUALIZED
YEAR (SQUARE FEET) BASE RENT
- ------------------------------------------------------------------ ------------- ------------
<S> <C> <C>
1997.............................................................. -- $ 1,568,784
1998.............................................................. 5,861 1,461,332
1999.............................................................. 11,295 1,228,578
2000.............................................................. 11,978 926,069
2001.............................................................. -- 925,555
2002.............................................................. -- 990,276
2003.............................................................. -- 990,276
2004.............................................................. -- 990,276
2005.............................................................. -- 990,276
2006.............................................................. -- 990,276
2007.............................................................. 41,744 82,523
</TABLE>

Mall Stores leased at Montgomery Mall were 97% in 1996, 98% in 1995, and 99%
in 1994 at December 31 of each such year.

The following table sets forth certain information with respect to the
expiration of leases at Montgomery Mall as of December 31, 1996.

<TABLE>
<CAPTION>
APPROXIMATE AVERAGE BASE ANNUALIZED PERCENTAGE OF
MALL GLA OF PERCENTAGE OF RENT (PSF) BASE RENT BASE ANNUALIZED
NUMBER OF EXPIRING MALL GLA UNDER OF EXPIRING RENT
YEAR ENDING LEASES LEASES REPRESENTED BY EXPIRING LEASES REPRESENTED BY
DECEMBER 31 EXPIRING (SQUARE FEET) EXPIRING LEASES LEASES (THOUSANDS) EXPIRING LEASES
- ------------------------------- ------------- ------------- --------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997........................... 1 3,720 1.0% $ 30.00 $ 112 0.7%
1998........................... 13 24,602 5.3 33.21 817 4.9
1999........................... 17 32,254 7.0 32.57 1,050 6.3
2000........................... 11 20,191 4.4 40.31 814 4.9
2001........................... 13 31,671 6.9 43.10 1,365 8.3
2002........................... 38 68,180 14.7 54.27 3,700 22.4
2003........................... 15 31,038 6.7 47.62 1,478 8.9
2004........................... 19 83,966 18.2 35.11 2,948 17.8
2005........................... 12 35,333 7.6 35.74 1,263 7.6
2006........................... 14 26,997 5.8 47.96 1,295 7.8
</TABLE>

79
<PAGE>

Minimum rents at Montgomery Mall are expected to grow based upon contractual
increases in base rent in the Company's existing leases. In the aggregate, base
rent is expected to increase by approximately $1,541,857 over the next five
years through these contractual increases.

<TABLE>
<CAPTION>
EXISTING CUMULATIVE EXISTING
CONTRACTUAL RENT CONTRACTUAL RENT
YEAR INCREASES INCREASES
- ---------------------------------------------- ------------------- -------------------------
<S> <C> <C>
1997.......................................... $ 608,608 $ 608,608
1998.......................................... 317,623 926,231
1999.......................................... 221,970 1,148,201
2000.......................................... 247,964 1,396,165
2001.......................................... 145,672 1,541,837
</TABLE>

The average effective (base plus percentage) annual rent per square foot was
$38 psf for 1996, $36 psf for 1995 and $34 psf for 1994.

Three other regional shopping centers compete within Montgomery Mall's
Primary Trade Area. However, Montgomery Mall has the largest total gross
leasable area of any center within this trade area.

As a result of the expansion and renovation of Montgomery Mall and the
favorable market position of Montgomery Mall in the Bethesda, Maryland trade
area, the Company was able to increase base rent psf for leases expiring during
the past three years as illustrated below.

<TABLE>
<CAPTION>
LEASES LEASES
ALL EXPIRING EXECUTED
EXISTING DURING THE DURING THE
YEAR LEASES PERIOD(1) PERIOD(2)
- ----------------------------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
1994....................................................... $ 33.40 $ 34.08 $ 37.31
1995....................................................... 35.50 37.35 60.39
1996....................................................... 36.98 42.26 49.25
</TABLE>

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

(1) Includes scheduled expirations, early termination, abandonments and
negotiated buyouts. Represents average base rent for the final year of
occupancy.

(2) Includes renewals. Represents average base rent for the initial year of
occupancy.

Annual real estate taxes for Montgomery Mall in 1996 were $2.2 million. At
December 31, 1996, Montgomery Mall's gross Federal income tax basis was
approximately $151 million. The Company intends to compute depreciation on
Montgomery Mall for Federal income tax purposes using the historical
depreciation schedules pursuant to which the Property is depreciated, and for
accounting purposes using the straight-line method based on useful lives of 3 to
20 years for buildings and improvements and 10 years for equipment and fixtures.
See "Federal Income Tax Considerations--Taxation of the Company."

The Company believes that Montgomery Mall is adequately covered by existing
insurance.

For information concerning indebtedness and mortgages relating to Montgomery
Mall, see "--Debt Summary."

ADDITIONAL INFORMATION REGARDING GARDEN STATE PLAZA

Garden State Plaza is located in Paramus, New Jersey and is 50% indirectly
owned by Westland Realty, Inc., a wholly owned subsidiary of Westfield Holdings
Limited, and 50% by HRE Garden State Plaza, Inc., an affiliate of Rodamco North
America B.V. Garden State Plaza has over 2.0 million square feet of Total GLA,
with 294 Mall Stores and five Anchors: Nordstrom, Macy's, Neiman Marcus, Lord
and Taylor and J.C. Penney. The center is currently under redevelopment. The
Company has an option to acquire the stock of Westland Realty, Inc. and, thus,
the 50% indirect interest in Garden State Plaza.

80
<PAGE>

Macy's and Nordstrom are the only tenants at the center that leased 10% or
more of Total GLA as of December, 31 1996. The principal terms of Macy's and
Nordstrom's leases are set forth below.

<TABLE>
<CAPTION>
BASE RENTAL SQUARE LEASE % RENT
ANCHORS PER ANNUM FOOTAGE EXPIRATION OPTIONS PROVISION
- ------------------------------------------------ ----------- --------- ------------ --------- --------------
<S> <C> <C> <C> <C> <C>
Macy's..........................................
Nordstrom.......................................
----------- --------- ------------ --------- --------------
Total.........................................
----------- --------- ------------ --------- --------------
----------- --------- ------------ --------- --------------
</TABLE>

The following charts sets forth the Mall Store sales for Garden State Plaza:

<TABLE>
<CAPTION>
MALL STORE SALES
YEAR (PSF) (1)
- ------------------------------------------------------------------- -----------------
<S> <C>
1994............................................................... $ 450
1995............................................................... 433
1996............................................................... 467
</TABLE>

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

(1) Sales are based on Mall Stores reporting sales.

Mall Stores leased at Garden State Plaza were 92% in 1996, 94% in 1995, and
98% in 1994 at December 31 of each such year. During 1995 and 1996 the Garden
State Plaza was under redevelopment.

The following table sets forth certain information with respect to the
expiration of leases at Garden State Plaza as of December 31, 1996:

<TABLE>
<CAPTION>
APPROXIMATE AVERAGE BASE ANNUALIZED PERCENTAGE OF
MALL GLA OF PERCENTAGE OF RENT (PSF) BASE RENT BASE ANNUALIZED
NUMBER OF EXPIRING MALL GLA UNDER OF EXPIRING RENT
LEASES LEASES REPRESENTED BY EXPIRING LEASES REPRESENTED BY
YEAR ENDING DECEMBER 31 EXPIRING (SQUARE FEET) EXPIRING LEASES LEASES (THOUSANDS) EXPIRING LEASES
- ----------------------------------- ------------- ------------- --------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997............................... 20 25,690 3.2% $ 50.83 $ 1,320 4.9%
1998............................... 13 20,171 2.5 52.80 1,065 4.0
1999............................... 28 65,076 8.1 47.45 3,088 11.5
2000............................... 7 12,724 1.6 51.85 660 2.5
2001............................... 13 33,590 4.2 44.66 1,500 5.6
2002............................... 7 37,770 4.7 63.04 2,381 8.9
2003............................... 11 29,296 3.7 50.64 1,484 5.5
2004............................... 9 22,924 2.9 57.24 1,312 4.9
2005............................... 14 81,251 10.1 45.32 3,682 13.8
2006............................... 18 24,331 3.0 79.19 1,927 7.2
</TABLE>

Minimum rents at Garden State Plaza are expected to grow based upon
contractual increases in base rent in the existing leases. In the aggregate,
base rent is expected to increase by approximately $1,174,369 over the next five
years through these contractual increases.

<TABLE>
<CAPTION>
EXISTING CUMULATIVE EXISTING
CONTRACTUAL RENT CONTRACTUAL RENT
YEAR INCREASES INCREASES
- ---------------------------------------------- ------------------- -------------------------
<S> <C> <C>
1997.......................................... $ 401,290 $ 401,290
1998.......................................... (65,874) 335,416
1999.......................................... 25,056 360,472
2000.......................................... 416,072 776,544
2001.......................................... 397,825 1,174,369
</TABLE>

The average effective (base plus percentage) annual rent per square foot was
$51 psf for 1996, $44 psf for 1995 and $39 psf for 1994.

81
<PAGE>

Four other regional shopping centers compete with Garden State Plaza in its
Primary Trade Area. Garden State Plaza has five department stores and a larger
number of Mall Stores than any other regional shopping center within its trade
area.

As a result of the expansion and renovation of Garden State Plaza and the
favorable market position of Garden State Plaza in the Paramus, New Jersey trade
area, management was able to increase base rent psf for leases expiring during
the past three years as illustrated below.

<TABLE>
<CAPTION>
LEASES LEASES
ALL EXPIRING EXECUTED
EXISTING DURING THE DURING THE
YEAR LEASES PERIOD(1) PERIOD(2)
- ----------------------------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
1994....................................................... $ 36.32 $ 40.70 $ 46.86
1995....................................................... 41.71 29.91 64.35
1996....................................................... 50.40 32.11 53.74(3)
</TABLE>

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

(1) Includes scheduled expirations, early terminations, abandonments and
negotiated buyouts. Represents average base rent for the final year of
occupancy.

(2) Includes renewals. Represents average base rent for the initial year of
occupancy.

(3) Comprised of leases executed by 28 tenants covering approximately 71,270
square feet (3% of Total GLA), of which one lease was signed by Abercrombie
& Fitch consisting of 11,155 square feet at $42.00 per square foot.

Annual real estate taxes for Garden State Plaza in 1996 were $3.1 million.

The Company believes that Garden State Plaza is adequately covered by
existing insurance.

Prudential has a first mortgage on Garden State Plaza totaling $260.02
million. This loan bears interest at 8.23% per annum, matures in May 2005 and is
a non-recourse obligation of the owner of Garden State Plaza.

MAY PROPERTIES

The Company holds interests in 13 department store properties (12 of which
are owned in fee and one of which is ground leased) that were net leased to the
May Company in 1988 under financing leases. Each lease has an original term of
29 years, ending on September 21, 2017, with 14 consecutive five-year options
exercisable by the May Company. Upon termination of each lease, the May Company
has an option to acquire the Company's interest in each of the May Properties
for their respective fair market value as determined by appraisal. The leases
are at fixed rental rates that do not increase over the terms of the leases and
provide that the tenant is to pay for all taxes, maintenance, repair and other
expenses. Eleven of the May Properties are operated by various divisions of the
May Company. Two of the May Properties have been assigned to other operators,
but the May Company remains liable for the performance of the tenant's
obligations thereunder. One of these properties is for a store that is currently
vacant, although rent is being paid on it. The leased properties are located in
Buena Park, Oxnard, San Bernardino, El Cajon, Redondo Beach, Costa Mesa,
Riverside, Westminster and West Los Angeles, California; Waterbury, Connecticut;
Salem, Oregon; Elyria, Ohio; and Springfield, Missouri. The May Properties
generated rent of $8.4 million in 1996, and the Company paid $7.7 million of
interest and principal in 1996 on the loans associated with the financing of the
May Properties. See "--Debt Summary."

OTHER REAL ESTATE INTERESTS

The Company owns interests in Properties other than the Centers, which
represented less than 1.0% of 1996 Funds from Operations.

The Company owns a 42.5% partnership interest in the West Valley
Partnership, which is the fee owner of a 36-acre tract of land in Canoga Park,
California, directly across from Topanga Plaza. There are

82
<PAGE>
currently six free-standing stores on the Property, representing a total of
89,128 square feet of rentable area. In addition, West Valley Partnership is a
limited partner in an entity that owns two office buildings located on such land
which is ground leased by West Valley Partnership to such entity.

The Company is the holder of a $2,850,000 promissory note, which is secured
by a first deed of trust on property known as Northland Shopping Center in St.
Louis, Missouri. The loan is recourse to the borrower and bears interest at a
rate of 7% per annum. Interest only is receivable under the note until June 7,
1997, when the entire principal balance will become due. The borrower has five
one-year options to extend the maturity date of the loan.

The Company also owns indirect interests in a certain office building and
land adjacent to the Mid Rivers Mall and is the owner of a 116-unit apartment
complex in La Jolla, California.

INSURANCE ARRANGEMENTS

As part of its management services for the Company's Properties under
Westfield Holdings's management, the Manager is responsible for arranging
insurances for such Properties to cover fire, flood, earthquake, comprehensive
liability and other appropriate risks. The Company's insurance advisors/ brokers
have reported that these insurances are adequate having regard to the insurance
risks and insured limits customarily carried for similar properties. The Company
will continue fire, business interruption, flood, earthquake, comprehensive
liability and other appropriate insurance with respect to such Properties and
believes that such Properties are adequately covered by existing insurance. The
Company carries earthquake insurance on all Centers under Westfield Holdings's
management. Such policies are subject to a deductible equal to 5% of the total
insured value of each Center managed by Westfield Holdings and a combined annual
aggregate loss limit of $100 million on the Centers. See "Advisory, Management
and Development Services to the Company."

EMPLOYEES

The Company has engaged the Manager to provide the property management and
leasing services, the Advisor to provide advisory services and the Developer to
provide development and redevelopment planning and implementation. All of the
employees of the Manager, the Advisor and the Developer are employees of
Westfield Holdings. The Company has no employees. See "Advisory and Management
Services to the Company."

DEBT SUMMARY

The following table reflects indebtedness of the Company that will remain
outstanding following the consummation of the Offerings and concurrent
transactions.

83
<PAGE>

WESTFIELD AMERICA, INC.
OUTSTANDING MORTGAGE DEBT AFTER THE OFFERINGS AND CONCURRENT TRANSACTIONS

<TABLE>
<CAPTION>
COMPANY'S PRO
RATA SHARE
-------------
PRINCIPAL PRINCIPAL
ANNUAL BALANCE AS OF BALANCE AS OF
LENDER INTEREST RATE 12/31/96(A) 12/31/96(A)
---------------------- -------------- ------------- -------------
($ IN THOUSANDS)
<S> <C> <C> <C> <C>
Corporate Debt:
Corporate Line of Credit ($50,000).................. Various Libor + 1.50% $ 0 $ 0
Property Debt:
Wholly Owned
Various (1)....................................... Prudential 6.15% 172,000 172,000
Various (1)....................................... Prudential 6.51% 167,000 167,000
Mid Rivers Mall (1)............................... Prudential 8.09% 15,000 15,000
Trumbull Shopping Park............................ Equitable 7.07% 144,959 144,959
General Partnerships Interests
Meriden Square.................................... Hypo Bank Libor + 1.50% 50,000 25,000
Plaza Camino Real................................. John Hancock 9.50% 37,139 14,856
Topanga Plaza..................................... Cigna 10.125% 57,689 24,229
Vancouver Mall.................................... AEW 9.78% 31,892 15,946
Limited Partnerships
North County Fair................................. Teachers Insurance 12.25%(6) 49,898 22,454
------------- -------------
725,577 601,444
------------- -------------
Finance Lease Debt.................................. Various 6.39% 20,576 20,576
7.33% 56,430 56,430
------------- -------------
77,006 77,006
------------- -------------
Total Debt $ 802,583 678,450
------------- -------------
------------- -------------

EARLIEST
ANNUAL ANNUAL NOTES MAY BE
INTEREST DEBT BALANCE DUE MATURITY PREPAID W/O
PAYMENT SERVICE AT MATURITY DATE PENALTY
----------- --------- ----------- ----------- -------------

<S> <C> <C> <C> <C> <C>
Corporate Debt:
Corporate Line of Credit ($50,000).................. $ 0 $ 0 $ 0 10/1998 now
Property Debt:
Wholly Owned
Various (1)....................................... 10,578 10,578 172,000 2/1999 2/1999(2)
Various (1)....................................... 10,872 10,872 167,000 2/2001 2/2001(2)
Mid Rivers Mall (1)............................... 1,214 1,214 15,000 2/1999 2/1999(2)
Trumbull Shopping Park............................ 9,352 10,132 130,063 7/2000 4/2000(3)
General Partnerships Interests
Meriden Square.................................... 1,789 1,789 25,000 3/1999 now
Plaza Camino Real................................. 1,411 1,509 14,427 6/2000 1/2000(4)
Topanga Plaza..................................... 2,463 2,637 23,014 1/2002 2/2002(4)
Vancouver Mall.................................... 1,566 1,701 14,917 5/2002 5/2002(5)
Limited Partnerships
North County Fair................................. 2,874 2,995 238 6/2022 1/2022(6)
----------- --------- -----------
42,119 43,427 561,659 2/2004
----------- --------- -----------
Finance Lease Debt.................................. 1,312 1,312 0 2/2004 2/2004
4,218 6,494 0 2/2014 2/2014
----------- --------- -----------
$ 5,530 7,806 0
----------- --------- -----------
Total Debt $ 47,649 $ 51,233 561,659
----------- --------- -----------
----------- --------- -----------
</TABLE>

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

(a) All balances reflect anticipated repayments of principal from the proceeds
of the Offerings and concurrent transactions. See "Use of Proceeds."

(1) Cross collateralized mortgage loan covering the following properties: Mid
Rivers Mall, West Park, Plaza Bonita, The Plaza at West Covina, Montgomery
Mall, South County Center and West County Center.

(2) May be prepaid with a premium equal to the greater of Yield Maintenance
Premium or a declining 1% premium.

(3) Prepayment in entirety with 60 day irrevocable notice subject to greater of
Yield Maintenance Premium or 1% of balance until April 1, 2000. Thereafter,
no prepayment premium.

(4) May be prepaid for greater of 1% of outstanding principal balance or Yield
Maintenance Premium.

(5) May be prepaid for greater of 2% of outstanding principal balance or Yield
Maintenance Amount.

(6) Lender is entitled to contingent interest equal to 30% of annual applicable
receipts in excess of $8.3 million. Beginning June 10, 2004, the loan may be
prepaid for a 6% premium; this declines to a minimum of 1% plus ten times
contingent interest.

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<PAGE>

ENVIRONMENTAL MATTERS

Various Federal, state and local laws, ordinances and regulations impose
liability on present and former property owners and operators for the cost of
cleaning up or removing hazardous or toxic materials that are present on or
emanated from such property. Such laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of such
hazardous or toxic materials. The presence of contamination on, or even adjacent
to or near, a property may impact the valuation of that property or the ability
of the owner to sell, lease or finance it. In addition, persons who arrange for
the disposal or treatment of hazardous or toxic materials may be liable for the
costs of cleaning up contamination that results from the effort to dispose of or
treat those materials at another site.

The Company's independent consultant has reviewed certain existing
environmental reports, including "Phase I" site assessments (which generally
include a visual site inspection, interviews and a records review) of the
Centers and certain formerly owned properties. The environmental reports were
prepared in 1993 for all of the Centers other than the Acquired Properties and
in 1996 for the Acquired Properties. Although all of the environmental reports
were made available to the Company, a majority of the reports were prepared for
parties other than the Company and the Company does not have recourse against
the preparer of such reports in the event such reports are inaccurate. On the
basis of this review and other environmental investigations of various outside
consultants commissioned by the Company and Management's operation of the
Properties, the Company believes that certain properties have had or currently
have operations (primarily gas stations and tire, battery and auto centers) that
may have or have resulted in soil or groundwater contamination. In that regard,
many of the properties contain, or at one time contained, underground storage
tanks and/or above-ground storage tanks that are or were used to store waste
oils or other petroleum products. At certain properties, underground storage
tanks have been abandoned in place (i.e., their use has been discontinued but
the structures were not removed from the ground) or removed. In some instances,
the Company is not aware whether such actions complied with laws or regulations
that mandate or regulate the manner of such abandonment or removal. In certain
instances, current or former underground storage tanks have been the sources of
known soil or groundwater contamination.

The Properties also could be negatively impacted, either through physical
contamination or by virtue of an adverse effect on value, from contamination
that has or may have emanated from other properties. Most of the adjacent or
nearby properties of concern are or were operated as gas stations containing
underground storage tanks, though some have been the sites of other types of
industrial operations. Several Properties are located in areas that are known to
have regional groundwater contamination. Such contamination could impact the
Properties.

85
<PAGE>
Certain laws and regulations also impose liability for the release of
certain materials, including asbestos in the environment, and such releases can
form the basis for liability to third persons for personal injury, property or
other damages. Some of the Properties contain asbestos-containing materials.
Procedures have been adopted by the Company to monitor and maintain the
condition of such asbestos-containing materials.

LEGAL PROCEEDINGS

The Company is involved in routine litigation and administrative proceedings
arising in the ordinary course of business. Based on consultation with counsel,
management believes that such matters will not have a material adverse effect on
the Company's business, financial position or results of operations.

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<PAGE>

POLICIES AND OBJECTIVES WITH RESPECT TO INVESTMENTS, FINANCING AND OTHER
ACTIVITIES

The following is a discussion of the Company's investment objectives and
policies, financing policies and policies with respect to certain other
activities. These policies may be amended or revised from time to time at the
discretion of the Board of Directors unilaterally and without a vote of the
Company's shareholders. Any such change would be made by the Board of Directors,
however, only after a review and analysis of such change, in light of then
existing business and other circumstances, and then only if, in the exercise of
their business judgment, they believe that it is advisable to do so in the best
interests of the Company. NO ASSURANCE CAN BE GIVEN THAT THE COMPANY'S
INVESTMENT OBJECTIVES WILL BE ATTAINED OR THAT THE VALUE OF THE COMPANY WILL NOT
DECREASE.

INVESTMENT OBJECTIVES AND POLICIES

In general, the Company's investment objectives are: (i) to increase the
value of the Company through increases in the cash flows and values of the
Centers (and any shopping centers or related properties hereafter acquired,
developed or expanded); (ii) to achieve long-term capital appreciation, and
preserve and protect the value of its interests in the Centers (and any shopping
centers or related properties hereafter acquired, developed or expanded); and
(iii) to provide quarterly or other periodic cash distributions, a portion of
which is expected to constitute a nontaxable return of capital because it will
exceed the Company's current and accumulated earnings and profits, as well as to
provide growth in distributions over time.

REAL ESTATE INVESTMENT POLICIES AND CRITERIA

The Company plans to invest primarily in super regional and regional
shopping centers and power centers in major metropolitan areas in the United
States and Canada. In connection with future acquisitions, the Company will
analyze other factors, including, but not limited to:

<TABLE>
<C> <S>
(i) the location and accessibility,
(ii) demographic profile,
(iii) redevelopment potential of the property,
(iv) the purchase price,
(v) the current and historical occupancy levels of the shopping centers and of
comparable properties in comparable locations,
(vi) the characteristics of tenants, including anchor tenants, and the terms of
their leases.
(vii) the quality of the construction and design of improvements, and
(viii) the relationship or fit of the shopping center with the other assets owned by
the Company.
</TABLE>

The Company plans to invest in properties both for income and for capital
appreciation. Subject to certain asset requirements necessary for REIT
qualification, the Company does not presently have a policy with respect to the
amount or percentage of assets which may be invested in any specific property or
other investment.

Even though super regional and regional shopping centers will be the
Company's primary focus, the Company also intends to evaluate, on a selective
basis, power center developments that, in the Company's opinion, will provide
acceptable rates of return. The Company has recently completed or substantially
completed the redevelopment of Eastland Center and Westland Towne Center into
power centers, and is planning for the redevelopment of Mission Valley
Center-West, one of the Company's existing power centers, and the land located
adjacent to Topanga Plaza into power centers.

ACQUIRING ADDITIONAL PROPERTIES

During the past three years, the Company has acquired an indirect interest
in the Acquired Properties and additional interests in one of the Centers. In
April 1994, the Company acquired the former

87
<PAGE>
May Company department store at Eastland Center from the May Company pursuant to
an option to purchase which was acquired by the Company at the time the May
Company store was relocated to The Plaza at West Covina. On January 27, 1995,
the Company exchanged its interest in the May Company department store located
at University Hills, Denver, Colorado, for an interest in the May Company
department store located at Elyria Mall, Elyria, Ohio pursuant to a tax-free
exchange under Section 1031 of the Code. On January 13, 1995, the Company
acquired the Steiger's store at Enfield Square from the May Company in
anticipation of the redevelopment of Enfield Square. On August 4, 1995, the
Company purchased the Sak's Fifth Avenue store at Mission Valley Center in San
Diego, California, from Cal SFA, Inc. On September 5, 1995, the Company acquired
an additional 25.8% interest in the Mission Valley Partnership, the owner of
Mission Valley Center and Mission Valley Center--West. On July 1, 1996, the
Company acquired substantially all of the capital stock of WPI, the owner of
Connecticut Post Mall, South Shore Mall and Trumbull Shopping Park, as part of
the Recapitalization described in "The Company-- History and Structure of the
Company."

DISPOSITIONS

Shortly before the Company was acquired from Prudential, the Company's
interests in one shopping center were distributed to Prudential.

During the past three years the Company has disposed of its interest in a
few non-core properties. On December 24, 1995, the Company transferred its
interest in the May Company department store at University Hills Mall to the May
Company pursuant to the Section 1031 exchange. See "--Acquiring Additional
Properties" above. In addition to the above transfers, the Company has
transferred its interest in certain land pursuant to condemnation and eminent
domain proceedings or transfers of interest in lieu of condemnation. Other than
such dispositions, the Company has not disposed of interests in any shopping
centers since December 31, 1993. The Company has no current intention to dispose
of any of the Centers or its other related Properties, but does reserve the
right to do so if, based upon its periodic review of the Company's portfolio, it
determines that such action would be in the best interests of the Company. If
the Company does sell certain assets within ten years of the first day of the
first taxable year for which the Company qualified as a REIT (February 12,
1994), a corporate level tax would be imposed upon the Company with respect to
certain Built-In Gain. See "Federal Income Tax Considerations--Taxation of the
Company." Many of the Properties have significant Built-In Gain and this may
affect whether the Company decides to sell such Properties within such ten-year
period.

PARTNERSHIP RESTRUCTURING

On January 1, 1994, the Company restructured its partnership and management
rights in Plaza Camino Real, the limited partnership which owns Plaza Camino
Real, to increase its interest from a 5% general partnership interest to a 40%
general partnership interest and to provide for a separate management agreement,
which was subsequently assigned to the Manager. As of January 1, 1994, the
limited partnership interest in Tishman Warner Center Joint Venture held by the
West Valley Partnership was substantially reduced to a 1% interest as a result
of a restructuring of Tishman Warner Center Joint Venture. The 1% interest was
transferred in 1995. The Tishman Warner Center Joint Venture owns an office
building located on a tract of land adjacent to Topanga Plaza.

OTHER INVESTMENTS

Subject to the percentage of ownership limitations and gross income and
asset tests necessary for REIT qualification (see "Federal Income Tax
Considerations"), the Company may also invest in securities of concerns engaged
in real estate activities, including mortgages, stock of other REITs and other
real estate interests of other issuers. The Company may also invest in the
securities of other issuers in connection with acquisitions of indirect
interests in properties (normally general or limited partnership interests in
special purpose partnerships owning properties). The Company may in the future
acquire all or substantially all of the securities or assets of other REITs or
similar entities where such investments would be consistent with the Company's
investment policies as in its 1996 acquisition of substantially all the

88
<PAGE>

capital stock of WPI. However, the Company does not anticipate investing in
issuers of securities (other than REITs in order to acquire interests in real
property, such as the stock of Westland Realty, Inc., a REIT, which owns an
indirect 50% interest in Garden State Plaza, and its interest in Westfield
Holdings Limited through its holding of the Westfield Holdings Warrants or any
ordinary shares received upon the exercise thereof) for the purpose of
exercising control or acquiring any investments primarily for sale in the
ordinary course of business or holding any investments with a view to making
short-term profits from their sale. In any event, the Company does not intend
that its investments in securities will require the Company to register as an
"investment company" under the Investment Company Act of 1940, and the Company
intends to divest securities before any such registration would be required.
Over the past three years the Company has not and does not intend to engage in
material trading, underwriting, agency distribution or sale of securities of
other issuers.

FINANCING

The Company currently intends to adhere to a policy of maintaining a
debt-to-Total Market Capitalization ratio of not more than 50%. No assurance can
be given in this regard, however, and the organizational documents of the
Company do not limit the amount or percentage of indebtedness that it may incur.
On a pro forma basis at December 31, 1996, after giving effect to the
consummation of the Offerings and concurrent transactions and the application of
the proceeds as set forth in "Use of Proceeds;", the Company would have a ratio
of debt-to-Total Market Capitalization of approximately %. The debt-to-Total
Market Capitalization ratio, which is based upon the market value of the
Company's equity and, accordingly, fluctuates with changes in the price of the
Common Stock, differs from debt-to-total asset ratio, which is based upon book
values. The consolidated pro forma debt-to-total asset ratio at December 31,
1996 was %. See "Capitalization" and The Company's Condensed Pro Forma
Financial Statements. The debt-to-total asset ratio may not reflect the current
income potential of the assets and the operating business. The Company believes
that debt-to-Total Market Capitalization provides a more appropriate indication
of leverage for a company whose assets are primarily operating real estate and
of its ability to repay debt. The Company may from time to time reevaluate its
debt policy in light of current economic conditions, relative costs of debt and
equity capital, changes in the Company's market capitalization, growth and
acquisition opportunities and other factors, and modify its debt financing
policy accordingly. As a result, the Company may increase its debt-to-Total
Market Capitalization ratio beyond the limits described above. See "Risk
Factors--Risks Associated with Debt Financing--No Limitation on Debt." If the
Board of Directors (or, in the case of certain Joint Ventures in which the
Company does not act as managing general partner, an Outside Partner) determines
that additional funding is required, the Company or the Joint Ventures may raise
such funds through additional equity offerings, debt financing or retention of
cash flow (subject to provisions in the Code concerning taxability of
undistributed income), or a combination of these methods.

Indebtedness incurred by the Company may be in the form of purchase money
obligations to the sellers of properties, or in the form of publicly or
privately placed debt instruments, financing from banks, institutional
investors, or other lenders, any of which indebtedness may be unsecured or may
be secured by mortgages or other interests in the Property. Such indebtedness
may be recourse, non-recourse or cross-collateralized and, if recourse, such
recourse may include the Company's general assets and, if non-recourse, may be
limited to the particular property to which the indebtedness relates. In
addition, the Company may invest in properties subject to existing loans secured
by mortgages, deeds of trust or similar liens on the properties, or may
refinance properties acquired on a leveraged basis. The proceeds from any
borrowings by the Company, or the Joint Ventures may be used for working
capital, to purchase additional partnership interests in the Joint Ventures or
other partnerships or joint ventures in which the Company participates, to
refinance existing indebtedness or to finance acquisitions, expansions or
development of new properties. The Company may also incur indebtedness for other
purposes when, in the opinion of the Board of Directors, it is advisable to do
so. In addition, the expected size of the Company's distributions may not allow
the Company, using only cash flow from operations, to fund 100% of (i) the
tenant allowances associated with renewal or replacement of current tenants as
their leases expire and (ii) the retirement of all of its debt when due, and
therefore, the Company may be required to seek periodic debt

89
<PAGE>
or equity financings to cover such items. For example, the Company may borrow to
meet the taxable income distribution requirements under the Code if the Company
does not have sufficient cash available to meet those distribution requirements.

The Company intends to finance acquisitions with the most appropriate
sources of capital, which may include undistributed Funds from Operations, the
issuance of equity securities including through the operation of any dividend
reinvestment plan adopted by the Company, the sale of assets, bank and other
institutional borrowings and the issuance of debt securities.

The Company does not have a policy limiting the number or amount of
mortgages that may be placed on any particular property, but mortgage financing
instruments may, and usually do, limit additional indebtedness on such
properties.

A chart showing the debt of the Company is set forth above in "--Debt
Summary". During the past three years, the Company has engaged in the following
borrowing transactions. In September 1996 and February 1997, the Company
increased its mortgage loan with Prudential by $15.0 million, bringing the total
mortgage financing with Prudential to $354.0 million. This additional loan was
used to finance the expansion of Mid Rivers Mall. The original loan was part of
the acquisition financing for the purchase of the Company by Westfield Holdings
and other investors in February 1994. In July 1996, WPI extended its mortgage
loan facilities aggregating $146.8 million with NAB. These loans are secured by
separate first mortgages on South Shore Mall and Connecticut Post Mall. On
August 7, 1996, the Company closed the refinance of an existing Mello-Roos tax
bond financing which were secured by taxes levied on The Plaza at West Covina.
The refinanced bonds totaled $51.2 million.

In December 1995, the Company entered into a $100.0 million unsecured
revolving credit/secured project loan with Bank of America National Trust and
Savings Association, Wells Fargo Bank, N.A., Dresdner Bank AG, and Fleet
National Bank. Portions of this loan were used to refinance a prior secured
revolving credit facility from The Boatmen's National Bank and Trust Company, to
finance the redevelopment of Eastland Center and for other corporate purposes.
As a result of the Company's election to convert a portion of such facility into
a $34.0 million secured project loan on Eastland Center, the unsecured revolving
credit facility is currently $50.0 million. On August 25, 1995, the Company
entered into a $48.0 million secured project loan with Bank of America National
Trust and Savings Association relating to the redevelopment of Mission Valley
Center. In March 1994, Meriden Square Partnership, a Joint Venture in which the
Company has a 50% interest, borrowed $50.0 million from Hypo Bank secured by a
first mortgage on Meriden Square.

EQUITY CAPITAL

The Board of Directors has the authority, without shareholder approval, to
issue additional shares of Common Stock and Preferred Stock or otherwise raise
capital, including through the issuance of senior securities, in any manner (and
on such terms and for such consideration) it deems appropriate, including in
exchange for property. Existing shareholders will have no preemptive right to
shares of Common Stock or other shares of capital stock issued in any offering,
and any such offering might cause a dilution of a shareholder's investment in
the Company. In 1995, the Company issued 105 shares of Senior Preferred Shares
at a purchase price of $500 per share. In connection with the Recapitalization,
the Company issued $94.0 million of Series A Preferred Shares. Simultaneously
with the closing of the Offerings, the Company expects to issue $ million of
Series B Preferred Shares to ABP. Although it has no current plans to do so, the
Company may in the future issue securities in connection with acquisitions.

WORKING CAPITAL RESERVES

The Company will maintain working capital reserves (and when not sufficient,
access to borrowings) in amounts that the Board of Directors determines to be
adequate to meet normal contingencies in connection with the operation of the
Company's business and investments. Under an Unsecured Revolving Credit/Secured
Project Loan Agreement, dated December 19, 1995, between the Company, certain
banks and the Bank of America National Trust and Savings Association, as Agent,
the Company has been

90
<PAGE>

provided with a loan facility of up to $100.0 million, which may be drawn as
either secured or unsecured loans. The agreement currently provides the Company
with an unsecured revolving working capital facility of up to $50.0 million for
general corporate purposes. The agreement also provides the Company with a
secured facility in an amount up to $70.0 million for the rehabilitation of
Eastland Center and Enfield Square (if the remaining $40.0 million is borrowed
in connection with Enfield Square, the working capital facility will be reduced
to $30.0 million). The revolving facility is secured by negative pledges on
Eagle Rock Plaza, Westland Towne Center, Eastland Center and Enfield Square. In
1996, the Company elected to obtain a project loan of $34.0 million in
connection with the redevelopment of Eastland Center. This project loan is
secured by a Deed of Trust on Eastland Center. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."

ANNUAL REPORTS

Over the last three years, the Company has not issued annual reports to
shareholders. Following the Offerings, the Company will make annual reports, and
other reports to shareholders, as required by the United States securities laws
and New York Stock Exchange rules, and will include financial statements
certified by independent public accountants.

OTHER POLICIES

The Company may, under certain circumstances, purchase shares of Common
Stock in the open market or in private transactions with its shareholders, if
such purchases are approved by the Board of Directors. The Board of Directors
has no present intention of causing the Company to repurchase any such shares
(other than the Senior Preferred Shares), and any such action would only be
taken in conformity with applicable Federal and state laws and the applicable
requirements for qualifying as a REIT. As part of the Recapitalization, the
Company repurchased 21,767,645 shares of Common Stock held by investors other
than Westfield Holdings and its affiliates.

The Company has adopted certain policies to reduce or eliminate potential
conflicts of interest. Following consummation of the Offerings, any transaction
between the Company and Westfield Holdings (including the decision by the
Company to proceed with any development project, the fixed price or construction
schedule for any development project, all decisions relating to the exercise of
any rights under the Garden State Plaza Loan documents and the decision to
exercise the Westfield Holdings Warrants, but excluding decisions relating to
the operation of the Properties in the ordinary course of business) must be
approved by a majority of the Independent Directors. Any decision to terminate
the Management Agreements, the Advisory Agreement or the Master Development
Framework Agreement, as well as any decision to exercise the Garden State Plaza
Option, must be approved by at least 75% of the Independent Directors and, so
long as WAT owns at least 10% of the outstanding capital stock of the Company,
the WAT Trustee. See "Management, Advisory and Development Services to the
Company." Except as set forth above and the other transactions described herein
between the Company and such parties, any transaction between the Company and
any officer or director or principal shareholder (including any loan to or
borrowing from any such officer, director or principal shareholder or any
acquisition of assets or other property from or sale of assets or other property
to any such officer, director or principal shareholder) must be approved by a
majority of the disinterested directors.

The Company's policies with respect to all activities described may be
reviewed and modified from time to time by the Board of Directors without the
vote of the shareholders and the Board of Directors may, without the approval of
shareholders, alter the Company's investment, acquisition, financing and other
policies if it determines in the future that such a change is in the best
interests of the Company and its shareholders.

At all times, however, the Company intends to make investments in such a
manner as to be consistent with the requirements of the Code to qualify as a
REIT unless, because of circumstances or changes in the Code (or in the Treasury
Regulations), the Board of Directors, with the consent of holders of a majority
of each of the Common Stock and the Series A Preferred Shares and Series B
Preferred Shares, voting as a single class, determines to revoke the Company's
REIT election.

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<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Following the completion of the Offerings, the Board of Directors will be
comprised of nine directors, five of whom will be Independent Directors, and two
associate directors. Associate directors of the Company will attend meetings of
the Board but will not vote on matters before the Board.

The Board of Directors is responsible for the general policies of the
Company and the general supervision of the Company's activities conducted by its
officers, agents, advisors, managers or independent contractors, including the
Advisor, Manager and Developer, as may be necessary in the course of the
Company's business.

The directors and executive officers of the Company are as set forth below:

<TABLE>
<CAPTION>
NAME AGE TITLE
- ------------------------------ --- -------------------------------------------------------
<S> <C> <C>
Frank P. Lowy................. 66 Director and Chairman of the Board
Roy L. Furman................. 57 Director
Frederick G. Hilmer........... 52 Director
David H. Lowy................. 42 Director
Herman Huizinga............... Director Nominee
Larry A. Silverstein.......... Director Nominee
Francis T. Vincent, Jr........ Director Nominee
George Weissman............... 78 Director Nominee
Peter S. Lowy................. 38 Director and Co-President
Richard E. Green.............. 54 Associate Director and Co-President
Stephen P. Johns.............. 49 Associate Director
Robert P. Bermingham.......... 52 General Counsel and Secretary
Roger D. Burghdorf............ 49 Executive Vice President
Mark A. Stefanek.............. 43 Chief Financial Officer and Treasurer
Randall J. Smith.............. 47 Executive Vice President
Dimitri Vazelakis............. 43 Executive Vice President
</TABLE>

BIOGRAPHIES OF DIRECTORS AND EXECUTIVE OFFICERS

FRANK P. LOWY

Frank P. Lowy was appointed director of the Company in 1994. Frank P. Lowy
has been Chairman of the Company since 1994. He is Chairman of the Board of
Directors and co-founder of Westfield Holdings Limited. He is a Member of the
Board of the Reserve Bank of Australia, former President of the Board of
Trustees of the Art Gallery of New South Wales and a Director of the Daily Mail
and General Trust plc (U.K.). Frank P. Lowy is the father of David H. Lowy and
Peter S. Lowy. In 1993, Frank P. Lowy was acknowledged as one of six "pioneers"
of the shopping center industry worldwide by the ICSC.

ROY L. FURMAN

Roy L. Furman was appointed director of the Company in 1996. Mr. Furman is
vice chairman of Furman Selz, which he co-founded in 1973. He oversees the
Investment Banking Division of Furman Selz and has extensive experience in the
media and communications industry. Mr. Furman currently serves as a Vice
Chairman of Lincoln Center for the Performing Arts, Chairman of The Film Society
of Lincoln Center, and Vice President of the New York City Opera. Mr. Furman is
a graduate of Brooklyn College and Harvard Law School.

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<PAGE>
FREDERICK G. HILMER

Frederick G. Hilmer was appointed director of the Company in 1996. Professor
Frederick Hilmer was appointed a director of Westfield Holdings in 1991. He
holds a degree in Law from the University of Sydney, a Master in Law from the
University of Pennsylvania and an MBA from the Wharton School of Finance. Since
1989 he has been Professor of Management at the Australian Graduate School of
Management. Prior to that he spent 19 years with McKinsey & Co., including three
years in the United States where he consulted to various retailers and nine
years as head of McKinsey & Co.'s Australian practice and was Chairman of the
National Competition Policy Review conducted on behalf of the Commonwealth
Government of Australia in 1993. He is a director of Fosters Brewing Group, Port
Jackson Partners Limited and Chairman of Pacific Power.

DAVID H. LOWY

David H. Lowy was appointed director of the Company in 1996. David H. Lowy
joined Westfield Holdings Limited in 1977, was appointed Managing Director of
Westfield Holdings Limited in 1987, and a director of Westfield Holdings Limited
in 1982. He worked for Westfield Holdings in the United States from 1977 to
1981. He holds a Bachelor of Commerce degree from the University of NSW. He is a
member of the Business Council of Australia, a member of the Royal Alexandra
Children's Hospital Fund Executive Committee and a Founding Governor and
Director of Air Services Australia Limited and the Australian Naval Aviation
Museum. David H. Lowy is a son of Frank P. Lowy and a brother of Peter S. Lowy.

HERMAN HUIZINGA

Herman Huizinga has been nominated as a director of the Company and is
expected to be elected in May 1997. Mr. Huizinga until recently was a member of
the Executive Board of ING Group, the major international banking and insurance
group, headquartered in the Netherlands. He is a former Executive Director of
Mercantile Mutual (Group) of Australia, (a subsidiary of ING) and was also a
member of the Executive Board of Nationale-Nederlanden. Chairman of "Mandeville"
(Erasmus University Award Committee), a member of the Board of Club Rotterdam
(Chairman 1995-1996), Rotterdam Morgen (Vice Chairman 1995-1997), and he was a
member of the Committee Financing Infrastructure (ORI, which advised the
Netherlands Government in 1996). He has recently been appointed as a member of
the Board of Industrial Tunnel Methology in Rotterdam.

LARRY A. SILVERSTEIN

Larry A. Silverstein has been nominated as a director of the Company and is
expected to be elected in May 1997. Larry A. Silverstein is President of
Silverstein Properties, Inc., a Manhattan-based real estate investment and
development firm which owns interests and operates over 10 million square feet
of office space. Mr. Silverstein is a member of the New York Bar, and governor
of the Real Estate Board of New York, having served as its Chairman. He is a
trustee of New York University and is the founder and Chairman Emeritus of the
New York University Real Estate Institute. He is Chairman of the Realty
Foundation, Vice Chairman of the South Street Seaport Museum, and board member
of the Museum of Jewish Heritage.

FRANCIS T. VINCENT, JR.

Francis T. Vincent, Jr. has been nominated as a director of the Company and
is expected to be elected in May 1997. Francis T. Vincent, Jr., served as the
eighth Commissioner of Major League Baseball from September 13, 1989 to
September 7, 1992. Prior to 1992, Mr. Vincent was President and Chief Executive
Officer of Columbia Pictures Industries, Inc., Chairman and CEO of Coca Cola
Company Entertainment Business Sector and Executive Vice President of the
Coca-Cola Company. Mr. Vincent also served as Associate Director of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission. Mr.
Vincent received his law degree from Yale Law School in 1963 and is a member of
the Bar in

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New York, Connecticut and the District of Columbia. Mr. Vincent is a member of
the Board of Directors of Time Warner, Inc., Culbro Corporation, Horizon and
Oakwood Homes Corporation.

GEORGE WEISSMAN

George Weissman has been nominated as a director of the Company and is
expected to be elected in May 1997. George Weissman served as Chairman and Chief
Executive Officer of Philip Morris Companies Inc. from November 1978 until his
retirement in July 1984. From March 1984 to 1994, he was a member of the Board
of Directors of Paramount Communications, Inc. From 1973 to 1994, he was on the
Board of Directors of Avnet, Inc. He also served on the Board of Directors of
Chemical Bank from 1978 to 1990. Mr. Weissman was formerly a member of the
Council of the Brookings Institute, the Board of Trustees of the Committee for
Economic Development (CED), and The Business Roundtable. From 1980 to 1987, Mr.
Weissman was a director of the New York Chamber of Commerce and Industry, and a
member of the Policy Committee of the New York City Partnership. From 1986 to
1994, Mr. Weissman served as Chairman of the Board of Directors of Lincoln
Center for the Performing Arts, Inc. From 1979 to 1990, he served as a Trustee
of the Whitney Museum of American Art.

PETER S. LOWY

Peter S. Lowy was appointed director of the Company in 1994. Peter S. Lowy
was an Executive Vice President of the Company from 1994 until March 1997 and is
currently a co-President of the Company. He has been responsible for Westfield
Holdings's U.S. operations since 1990 after nearly a decade with Westfield
Holdings and its affiliates in Sydney. He was appointed a director of Westfield
Holdings Limited in 1987 and a managing director in 1997. Prior to joining
Westfield Holdings, he worked in investment banking in New York and London. He
holds a Bachelor of Commerce degree from the University of NSW. Peter S. Lowy is
a son of Frank P. Lowy and a brother of David H. Lowy.

RICHARD E. GREEN

Richard E. Green was appointed director of the Company in 1996. Mr. Green
has been nominated as an associate director and is expected to be elected to
such position following the expiration of his current director term in May,
1997. He has been President of the Company since 1994. He has held the position
of President of Westfield Holdings's U.S. operations since joining Westfield
Holdings in 1980. From 1968 to 1980 he was employed by the Company which was
then owned by the May Company, and obtained the title of Executive Vice
President. He is a Past Trustee of the ICSC. Richard E. Green holds a Bachelor
of Accounting and Finance from San Jose State University.

STEPHEN P. JOHNS

Stephen P. Johns has been nominated as an associate director and is expected
to be elected in May 1997. Stephen P. Johns is a Director of Westfield Holdings
Limited. Mr. Johns joined Westfield Holdings Limited in 1970 and was appointed
Secretary and subsequently General Manager, Finance, prior to becoming Finance
Director in 1985. In 1997, Mr. Johns was appointed Group Finance Director for
Westfield Holdings Limited and its subsidiaries. Mr. Johns holds a Bachelor of
Economic degree from the University of Sydney and is an Associate of the
Institute of Chartered Accountants in Australia.

ROBERT P. BERMINGHAM

Robert P. Bermingham was appointed as General Counsel, a Senior Vice
President and Secretary of the Company in February 1995 and is currently General
Counsel and Secretary of the Company. He joined Westfield Holdings's U.S.
operations to take responsibility for all legal functions relating to the
Company and the Developer. Robert P. Bermingham holds a B.A. in English from the
University of Southern California and a J.D. from Loyola Law School. Between
1993 and 1994, he was Vice President, General Counsel and Secretary of Food 4
Less/Alpha Beta Corporation. Prior to that, Mr. Bermingham was in private legal
practice in Los Angeles.

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ROGER D. BURGHDORF
Roger D. Burghdorf was appointed a Senior Executive Vice President of
Leasing and Center Management of the Company in 1994 and became an Executive
Vice President of the Company in 1997. Prior to joining Westfield Holdings in
1995, Roger D. Burghdorf was, for five years, the director of leasing at the
Company. He is responsible for all leasing and management services for the
Centers throughout the United States.

RANDALL J. SMITH

Randall Smith is an Executive Vice President of the Company. With over 20
years of experience in the field, Mr. Smith was with May Centers, Inc., the
Company's predecessor, for nine years, before joining Westfield Holdings in
1995. Mr. Smith has a Bachelor of Arts in Art and Architecture and a Master in
Business Administration in Marketing from Miami University. He is a member of
the ICSC's Research Advisory Task Force.

MARK A. STEFANEK

Mark Stefanek was appointed Treasurer of the Company in 1994 and became
Chief Financial Officer in 1997. Mark Stefanek has extensive experience in real
estate finance and development. He began his career at Arthur Andersen. He holds
a Bachelor of Business Administration-Accounting from the University of Notre
Dame and is a certified public accountant. From 1985 to 1991 he was Chief
Financial Officer of Western Development Corporation and for three years before
that he was with Cadillac Fairview Urban Development, Inc. From 1991 to 1994 he
served as Vice President, Finance and Administration for Disney Development
Company.

DIMITRI VAZELAKIS

Dimitri Vazelakis was appointed a Senior Executive Vice President of the
Company in 1994 and is currently an Executive Vice President of the Company. He
holds a Bachelor of Science in Civil Engineering and a Masters in Business
Administration and Finance from New South Wales Institute of Technology. Dimitri
Vazelakis joined Westfield Holdings Limited in 1972, came to Westfield
Holdings's U.S. operations in 1986 and in 1989 he began heading activities in
development, design and construction activities. Between 1979 and 1986, he
worked with Westfield Holdings in Australia, obtaining the position of Deputy
General Manager of Design and Construction.

CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS

The Board of Directors expects to hold meetings at least quarterly, and it
may take action on behalf of the Company without a meeting by unanimous written
consent. Directors may participate in meetings by means of telephone conference
calls or other telecommunications equipment.

Upon consummation of the Offerings, the Board of Directors will be divided
into three classes of directors. The terms of the classes will expire in 1998,
1999, and 2000 respectively. Beginning in 1998, as the term of each class
expires, directors for that class will be elected for a three-year term and the
directors for the other two classes will continue in office.

COMMITTEES OF THE BOARD OF DIRECTORS

EXECUTIVE COMMITTEE. The Executive Committee has such authority as is
delegated by the Board of Directors, including authority to execute certain
contracts and agreements with unaffiliated parties. Upon consummation of the
Offerings and concurrent transactions, the Executive Committee will consist of
three members, at least one of whom will be an Independent Director.

AUDIT COMMITTEE. Upon consummation of the Offerings, the Audit Committee
will consist of Independent Directors. It makes recommendations concerning the
engagement of independent public

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accountants, reviews with the independent public accountants the plans and
results of the audit engagement, approves professional services provided by the
independent public accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees and reviews
the adequacy of the Company's internal accounting controls.

NOMINATING COMMITTEE. Upon consummation of the Offerings, the Nominating
Committee will consist of the Chairman and two Independent Directors. It shall
make recommendations to the Board of Directors for the election of directors of
the Company.

SPECIAL POWERS OF THE INDEPENDENT DIRECTORS. In addition to the review and
approval of transactions in which Westfield Holdings has a material interest,
the Independent Directors will retain certain special powers with respect to the
Company's relationship with the Manager, Advisor and Developer. Upon
consummation of the Offerings, by the agreement of the WAT Trustee (so long as
it owns at least 10% of the outstanding capital stock of the Company) and at
least 75% of the Independent Directors, the Company may terminate the Advisory
and Management Agreements upon certain, specific determinations after the
initial three-year term, and thereafter on an annual basis. The Master
Development Framework Agreement may be terminated by the vote of the WAT Trustee
and at least 75% of the Independent Directors if the Advisory and Management
Agreements have been terminated. In addition, upon consummation of the
Offerings, the decision for the Company to proceed with a development project
will require approval of a majority of the Independent Directors. The exercise
of the Garden State Plaza Option will require the approval of at least 75% of
the Independent Directors.

COMPENSATION OF DIRECTORS

Each Independent Director will receive from the Company an annual fee of
$40,000, payable one-half in cash and one-half in Common Stock and reimbursement
of expenses incurred in attending meetings and as a result of other work
performed for the Company.

EXECUTIVE COMPENSATION

The Company has no employees and none of the executive officers named above
receive any compensation for services rendered to the Company. The Company does
not have any other retirement, incentive, bonus, stock based or other employee
benefit plans. All of the Company's executive officers are compensated by
Westfield Holdings. See "Advisory, Management and Development Services to the
Company."

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ADVISORY, MANAGEMENT AND
DEVELOPMENT SERVICES TO THE COMPANY

The Company has no employees and relies on Westfield Holdings for the
management of the Company and the Properties. These services are provided under
a series of agreements between the Company and subsidiaries of Westfield
Holdings. For a description of Westfield Holdings, see "The Company--Westfield
Holdings."

The Board of Directors monitors the performance under the advisory,
management and development agreements with Westfield Holdings. Such financial
arrangements and any other transactions in which Westfield Holdings has a
material interest must be approved by the Independent Directors and, in certain
instances, WAT. The Independent Directors may seek the advice of independent
experts in carrying out their duties.

The agreements were negotiated by the Company and Westfield Holdings. The
Company believes that, although these agreements were negotiated between
associated parties, they reflect market terms. The following summaries of
certain provisions of the advisory, management and development agreements do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of such agreements, copies of which are
exhibits to the Registration Statement of which this Prospectus is a part. See
"Additional Information."

THE ADVISOR AND THE ADVISORY AGREEMENT

The Advisor, Westfield U.S. Advisory, L.P., a Delaware limited partnership
wholly-owned by Westfield Corporation, Inc., a subsidiary of Westfield Holdings
Limited, provides a variety of asset management and investment services for the
Company. These services include (i) preparation of an annual strategic plan,
including: a specific business strategy, annual operating budget, investment and
disposition objectives, capitalization and funding strategies, (ii) coordination
of asset management in connection with the Manager and the Developer, (iii)
general administrative duties for the Company and the Centers, including:
financial reporting, shareholder relations, property accounting, (iv) real
estate investment advice, (v) the investment and reinvestment of any moneys and
securities of the Company in short-term investments and (vi) maintenance of the
Company books and preparation of financial reports.

Under an advisory agreement, dated as of July 1, 1996, as amended (the
"Advisory Agreement"), the Advisor receives an annual fee determined as follows.
The annual advisory fee shall be equal to 25% of the annual Funds From
Operations in excess of the "Advisory FFO Amount", but shall not exceed 55 basis
points on the "Net Equity Value" of the Company's assets. The "Advisory FFO
Amount", as of the date of, and after giving effect to, the Offerings is
$ . The "Advisory FFO Amount" shall thereafter be increased as set forth
below whenever the Company issues additional Common Stock (the "New Issuance"),
as follows. The Advisory FFO Amount shall be the sum of the then applicable
Advisory FFO Amount and the "FFO Adjustment Factor." The "FFO Adjustment Factor"
is equal to 103% (except that 100% shall be used with respect to Common Stock
issued under any dividend reinvestment plan adopted by the Company) multiplied
by (a) a fraction the numerator of which is the aggregate "Funds From Operations
Available for Common Stock" of the Company for each of the four full calendar
quarters immediately preceding the date of the New Issuance and the denominator
of which is the aggregate number of shares of Common Stock (on a fully diluted
basis as required by GAAP) of the Company then outstanding immediately prior to
the date of the New Issuance multiplied by (b) the number of shares of Common
Stock issued in the New Issuance (on a fully diluted basis as required by GAAP).
"Funds From Operations Available for Common Stock" means Funds from Operations
less dividends paid or accrued on the preferred shares during the applicable
four full calendar quarter period. The advisory fee shall be paid quarterly on
the last business day of each calendar quarter based on the annual budget for
Funds from Operations for the Company and shall be subject to year end
adjustment based on actual Funds From Operations Available for Common Stock for
the year. The advisory fee is not payable for the period through December 31,
1997. "Net Equity Value" will be based on shareholders' equity as reflected in
the Company's most recent quarterly financial statements, as adjusted to reflect
the most recent appraised value of the Properties (which appraisals will be
performed on a rolling three year basis).

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Upon consummation of the Offerings, the Advisory Agreement will be amended
to have an initial term of three years commencing on the consummation of the
Offerings and will automatically be renewed for additional one-year terms. After
the initial three-year term, the Advisor's performance will be reviewed annually
and the Advisory Agreement may be terminated annually upon the agreement of the
WAT Trustee (so long as it owns at least 10% of the outstanding capital stock to
the Company) and at least 75% of the Independent Directors based on
unsatisfactory performance that is materially detrimental to the Company or if
the compensation payable to the Advisor is not fair, subject to the Advisor's
right to prevent a compensation termination by accepting a mutually acceptable
reduction of its fees. In addition, the Advisory Agreement may be terminated at
any time, for cause, which is defined as fraud, misappropriation of funds or
willful violation of the Advisory Agreement.

The Advisor can terminate the Advisory Agreement if the Advisor notifies the
Company that advisory services shall cease to be one of the major business
undertakings of Westfield Holdings in the United States, except that the
Advisory Agreement will continue for a period of 180 days thereafter so long as
the Company is reasonably satisfied with the Advisor's ability to provide the
required services during such period.

The principal executive officers of the general partner of the Advisor are
Richard E. Green and Peter S. Lowy, both of whom are co-Presidents of the
Company, who for at least the last five years have worked for Westfield
Holdings. The Advisor is located at 11601 Wilshire Boulevard, 12th Floor, Los
Angeles, California 90025.

THE MANAGER AND THE MANAGEMENT AGREEMENTS

The Manager, CenterMark Management Company, a Delaware partnership
wholly-owned by Westfield Holdings Limited, manages the Properties (other than
North County Fair). Under separate management agreements (each individually a
"Management Agreement" and collectively the "Management Agreements"), the
Manager has managed each wholly-owned Center in the Company's portfolio and the
Centers owned by the Joint Ventures for which the Company has management
responsibility, since January 1995. Prior to January 1995, Westfield Holdings
provided management services to the Company from and after its acquisition by
Westfield Holdings and others in February 1994. The Manager provides management
and leasing services including, among other duties, (i) paying expenses of the
Center to the extent that the Company has provided the funds, (ii) negotiating,
administering and enforcing leases, (iii) administering and enforcing service,
maintenance and other agreements made by or on behalf of the Company or Center,
(iv) employing, paying and supervising the employees necessary to operate and
maintain the Center, (v) cleaning, maintaining, servicing and repairing the
Center, (vi) notifying the Company of any tax assessments, reassessments or
other impositions and handling any relevant appeals at the request and cost of
the Company, (vii) formulating and implementing an insurance plan, (viii)
locating and endeavoring to secure suitable tenants, and (ix) performing other
activities necessary for running a Center. For each of the wholly-owned Centers,
the Manager receives a property management fee from the Company equal to 5% of
all minimum, fixed and percentage rents payable with respect to the wholly-owned
Centers, a lease preparation fee of $750 per lease, and a tenant plan review fee
of $1,000 per tenant. For the Joint Venture properties managed by the Manager,
the fees payable to the Manager are based on the terms of the Joint Venture
agreements but the Company's share thereof is subject to adjustment so that the
aggregate fees payable by the Company with respect to such properties are the
same as payable with respect to the wholly-owned Centers. Fees paid for the year
ended December 31, 1996 to the Manager under these agreements totaled $5.2
million, including $1.7 million of which was capitalized.

Upon consummation of the Offerings, each Management Agreement will be
amended to have an initial three-year term commencing upon the consummation of
the Offerings followed by automatic one-year renewals. After the initial
three-year term, the Manager's performance will be reviewed annually and the
Management Agreements may be terminated annually upon the agreement of the WAT
Trustee (so long as it owns at least 10% of the outstanding capital stock of the
Company) and at least 75% of the Independent Directors based on unsatisfactory
performance that is materially detrimental to the Company or if the compensation
to the Manager is not fair, subject to the Manager's right to prevent a
compensation termination by accepting a mutually acceptable reduction of its
fees. In addition, each of the Management

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Agreements may be terminated at any time for cause, which is defined as fraud,
misappropriation of funds or willful violation of the respective Management
Agreements.

Pursuant to a separate letter agreement, the Company and Manager have also
agreed that so long as the Manager is managing the Centers under the Management
Agreements, the Manager will manage all wholly-owned properties acquired by the
Company in the future and that the Company will use its reasonable efforts to
have the Manager appointed as the manager with respect to any future joint
venture properties controlled by the Company.

The Manager can terminate the Management Agreements if the Manager notifies
the Company that management of regional shopping centers shall cease to be one
of the principal business undertakings of Westfield Holdings Limited in the
United States, except that the Management Agreements will continue for a period
of 180 days thereafter so long as the Company is reasonably satisfied with the
Manager's ability to provide the required services during such period.

The principal executive officers of the general partner of the Manager are
Richard E. Green and Peter S. Lowy, both of whom are co-Presidents of the
Company, who for at least the last five years have worked for Westfield
Holdings. The Manager is located at 11601 Wilshire Boulevard, 12th Floor, Los
Angeles, California 90025.

THE DEVELOPER AND THE DEVELOPMENT AGREEMENT

The Developer, Westfield Corporation, Inc., a Delaware corporation
wholly-owned by Westfield Holdings Limited, carries out planning and
pre-development work to determine feasible and economically viable developments
of properties within the Company's portfolio. Under the Master Development
Framework Agreement, dated July 1, 1996, the Developer is reimbursed for costs,
subject to the work being performed in accordance with an annual plan or
redevelopment budget previously approved by the Board of Directors. If the
Company in its sole discretion (based on feasibility and other appropriate
studies) decides to proceed with a particular development, the Developer
provides the necessary development services pursuant to a separate Development
Agreement to be entered into by the parties. The Developer provides (i) such
development services for a fixed fee equal to 5% of the final gross project
price, (ii) architectural, design and engineering services for a fixed fee equal
to 10% of the construction costs and (iii) other related services in
consideration of agreed fees. The construction portion of the development
project is performed on a fixed price basis. The Master Development Framework
Agreement provides that the Company is to engage an independent representative
to advise the Company with respect to the proposed fixed price and the
construction schedule. If the Company and the Developer cannot agree as to the
fixed price or the construction schedule for the project, and the parties'
respective independent representatives cannot negotiate a resolution, an
independent expert will determine the appropriate price and construction
schedule. The Developer may then either accept the independent expert's proposal
or agree to perform the work on a "cost plus" basis in which case the Developer
will (i) be paid for the actual cost of performing the services plus a
percentage of those costs as agreed between the Company and the Developer and
(ii) the Company may designate the schedule, but the Developer will not be
liable if the construction schedule is not achieved. The Company has no
obligation to proceed with any development project. The decisions to proceed
with a development project and the fixed price with respect thereto requires the
approval of a majority of the Independent Directors. Fees paid and capitalized
for the year ended December 31, 1996 to the Developer under these agreements
totaled $2.7 million.

Upon consummation of the Offerings, the Master Development Framework
Agreement will be amended to provide that it may be terminated by the Company by
agreement of at least 75% of the Independent Directors and the WAT Trustee (so
long as it owns at least 10% of the outstanding capital stock of the Company) if
the Advisory Agreement and the Management Agreements have been terminated in
accordance with their terms. In such event, the Developer and the Company will
remain bound by the Master Development Framework Agreement for the remaining
term with respect to any development projects for which the Developer has
commenced to provide substantial predevelopment services to the Company. In
addition, the Master Development Framework Agreement may be terminated at any
time for cause, which is defined as fraud, misappropriation of funds or willful
violation of the Master Development Framework Agreement. Similarly, any
Development Agreement may be terminated for cause, which is defined as fraud,
misappropriation of funds or willful violation of the Development Agreement.

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The Developer can terminate the Master Development Framework Agreement if
the Developer notifies the Company that property development services shall
cease to be one of the principal business undertakings of Westfield Holdings
Limited in the United States, except that the Master Development Framework
Agreement will continue for a period of 180 days thereafter so long as the
Company is reasonably satisfied with the Developer's ability to provide the
required services during such period and except that any such termination shall
not affect any Development Agreement previously entered into by the Developer
and the Company.

The principal executive officers of the Developer are Richard E. Green and
Peter S. Lowy, both of whom are co-Presidents of the Company, who for the last
five years have worked for Westfield Holdings. The Developer is located at 11601
Wilshire Boulevard, 12th Floor, Los Angeles, California 90025.

WESTFIELD HOLDINGS MANAGEMENT

All of the officers of the Company are employed by Westfield Holdings and
receive compensation and fringe benefits from such entities and not from the
Company. Several of the officers serve as directors of Westfield Holdings
Limited and certain of such officers and associates beneficially own shares of
Westfield Holdings and units of WAT. See "Principal Shareholders." As a result
of such employment and interests, the officers of the Company receive an
indirect benefit from the advisory, management and development arrangements
described above.

CERTAIN TRANSACTIONS

RELATIONSHIPS AND TRANSACTIONS WITH WESTFIELD HOLDINGS

SERVICES

Westfield Holdings provides advisory services to the Company and management
and development services to the Centers, for which it receives fees. All of the
officers of the Company and certain of its directors are officers and directors
of Westfield Holdings. The Company has no employees and relies solely on
Westfield Holdings for management services. As such, the Company is not
currently able to operate without Westfield Holdings. See "Advisory, Management
and Development Services to the Company."

STOCK OWNERSHIP

In 1994, Westfield Holdings acquired a 40% interest in the Company from
Prudential. In 1995, Westfield Holdings purchased an additional 10% of the
Company from certain other investors. Westfield Holdings currently owns
10,930,672 shares of Common Stock. Westfield Holdings received in connection
with the Recapitalization WAT ordinary options, which permit it to exchange each
share of Common Stock owned by Westfield Holdings for ordinary units of WAT. The
ordinary options will expire upon consummation of the Offerings. Westfield
Holdings has informed the Company that it does not intend to exercise such
options prior to the consummation of the Offerings. Westfield Holdings may,
however, from time to time purchase additional shares of Common Stock in the
market or otherwise.

WPI ACQUISITION

In connection with the Recapitalization, the Company acquired from interests
associated with the Lowy family indirect ownership of three additional regional
shopping centers, Connecticut Post Mall, Trumbull Shopping Park and South Shore
Mall. The acquisition was made and the price was determined based on a due
diligence investigation, review of the books, records and properties and receipt
of an independent appraisal of the three Centers. The Company paid $62.8
million, after adjustments, plus the assumption of debt, as the purchase price
for the acquisition which closed on July 1, 1996. The sellers remain liable for
certain liabilities, including certain income taxes imposed on WPI and its
subsidiaries with respect to periods prior to the closing of the purchase.
Although there is no assurance that the continuing undertaking of the sellers
(including credit support for such indemnity of not less than $20 million) will
be adequate to discharge any such liabilities, the Company believes that no such
liability

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would be material to the Company. The Company believes that, although this
acquisition was negotiated between associated parties, it reflects market terms.

GARDEN STATE PLAZA OPTION

In July 1996, the Company acquired from Westfield Holdings an option to
acquire at fair market value the stock of Westland Realty, Inc., the holder of
an indirect 50% partnership interest in the Garden State Plaza located in
Paramus, New Jersey.

The Garden State Plaza Option is exercisable following the completion of an
independent valuation of the property to determine its fair market value.
Contemporaneously with the closing of the Offerings, the Garden State Plaza
Option will be amended to provide that the valuation procedure may be commenced
by the Company upon the earliest to occur of (x) any time after completion and
stabilization of the current expansion of the property, defined to mean the
leasing of 95% of the mall gross leasable area for the expansion, (y) any time
after the date which is 18 months after completion of the current expansion of
the property and (z) no later than January 3, 2000. The valuation is to be
performed by an independent appraiser approved by the Company and Westfield
Holdings within 30 days after the Company elects to commence the valuation
procedure. The purchase price under the Garden State Plaza Option is equal to
50% of such fair market valuation, subject to adjustment for the mortgage debt
of Garden State Plaza, the Garden State Plaza Loan and the amount by which
current assets exceed current liabilities. The Garden State Plaza Option must be
exercised within 120 days after delivery of the determination of the fair market
value of the property. The Company believes that the conditions to the exercise
of Garden State Plaza Option will first be satisfied in the summer of 1999 based
on the right to exercise 18 months after substantial competition; however, the
option may first be satisfied at an earlier date if the property is 95% leased.
The Board (including at least 75% of the Independent Directors) will determine
whether the exercise of the Garden State Option is in the best interests of the
Company.

Although the Garden State Plaza Option is not currently exercisable, the
Company will acquire a substantial economic interest in the revenues to be
received from the Garden State Plaza by using a portion of the proceeds of the
Offerings and concurrent transactions to make a $145 million participating
secured loan to the subsidiaries of Westfield Holdings Limited which own the
indirect 50% interest in Garden State Plaza. The loan will pay interest to the
Company at a fixed annual rate of 8.5% per annum. The Company will also receive
participating interest based on 80% of the borrowers' share of the adjusted cash
flow (after payment of the fixed interest and after calculating Westfield
Holdings's share of cash flow from Garden State Plaza as if the mortgage loan
encumbering such property had a fixed interest rate of 7.25% per annum) from
Garden State Plaza subject to an aggregate limit for fixed interest and
participating interest in an amount equal to 11% per annum. The Company has been
advised by Westfield Holdings that the loan proceeds are not expected to be
invested in Garden State Plaza. The loan will mature in 10 years, may be prepaid
without premium after five years, will be secured by a security interest in
Westfield Holdings's partnership interests in the entity that owns Garden State
Plaza, and will be on a nonrecourse basis to the borrower.

The other 50% interest in Garden State Plaza is owned by affiliates of
Rodamco North America B.V., a Netherlands corporation.

WESTFIELD HOLDINGS WARRANTS

Contemporaneously with the Offerings, the Company will purchase from
Westfield Holdings Limited for an aggregate of Aus.$19.6 million the
non-transferable Westfield Holdings Warrants to acquire 9.8 million ordinary
shares of Westfield Holdings Limited, which would as of the date hereof equal
approximately 9% of the ordinary shares of Westfield Holdings Limited
outstanding after the exercise of the options. The term of the Westfield
Holdings Warrants is five years but will be seven years if Australian law is
changed to permit such longer term. The Westfield Holdings Warrants may be
exercised in whole or in part following the third anniversary of the grant of
the Westfield Holdings Warrant. Each Westfield Holdings Warrant will have an
exercise price equal to the weighted average of the sale prices of ordinary

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shares of Westfield Holdings Limited on the ASX for the 20 business days
immediately preceding the consummation of the Offerings, and, subject to certain
anti-dilution adjustments, will entitle the Company to receive one ordinary
share of Westfield Holdings Limited. In addition, the Company has the right to
exercise the option for no cash payment, in which event the Company would be
entitled to receive, at the option of Westfield Holdings Limited, either the
number of Westfield Holdings Limited ordinary shares equal in value to, or cash
in an amount equal to, the amount by which the market price of the ordinary
shares of Westfield Holdings Limited exceeds on that date the exercise price of
such Westfield Holdings Warrants. For these purposes, the market price of an
ordinary share of Westfield Holdings Limited will be equal to the weighted
average of the sale prices of such shares on the ASX for the 20 business days
immediately preceding the exercise date. On April , 1997 the closing sale
price on the ASX of the Westfield Holdings Limited ordinary shares was
Aus.$ .

For a description of the Westfield Holdings Warrants, see "The
Company--Westfield Holdings." The Westfield Holdings Warrants were negotiated
between associated parties and there can be no assurance that either the price
or the terms of the Westfield Holdings Warrant are fair.

RELATIONSHIPS AND TRANSACTIONS WITH WAT

WAT is an Australian public property trust which was established pursuant to
a Trust Deed, dated March 28, 1996, as amended (the "Trust Deed"), to acquire a
majority interest in the Company. WAT is managed by Westfield America Management
Limited ("WAM"), a wholly-owned subsidiary of Westfield Holdings Limited. WAT
units are traded on the ASX.

The WAT Trustee is Perpetual Trustee Company Limited which is Australia's
largest independent trustee organization and has extensive experience in acting
as trustee of unit trusts, including listed property trusts. WAT has informed
the Company that substantially all of its assets consist of its interest in the
Company. Although under the Trust Deed, WAM and the WAT Trustee have the power
to make other investments, WAT has informed the Company that it presently
intends only to invest in the Company.

The WAT Trustee generally exercises all of the voting rights over the shares
of Common Stock held by WAT as directed by WAM, the manager of WAT, subject to
certain exceptions contained in the WAT Trust Deed and applicable Australian
law, including an exception under current Australian law in relation to the
designation and election of the directors of the Company as set forth below.
Subject to the foregoing, so long as Westfield Holdings owns shares of Common
Stock and WAT and Westfield Holdings together hold more than 50% of the Common
Stock of the Company, the WAT Trustee has the power to vote in its absolute
discretion the number of shares of Common Stock held by WAT equal to the
difference between the number of shares of Common Stock held by WAT and
Westfield Holdings and 50% of the shares of Common Stock. Any additional shares
held by WAT will be voted by the WAT Trustee as directed by WAM.

Under current Australian law, the WAT Trustee must solicit approval of the
WAT unitholders before voting in the election of directors with respect to
shares of other corporations held by WAT. For this purpose, a general meeting of
WAT unitholders must be convened with each WAT unitholder having one vote for
each unit held. The WAT Trustee votes all shares of Common Stock as a block in
the manner approved by a majority of the units voting on the matter at such
meeting of unitholders. The WAT Trustee will agree to call a meeting of WAT
unitholders to obtain approval for voting for the election of directors.

In July 1996, the Company sold WAT 19,631,543 shares of Common Stock and the
1996 WAT Warrant for cash consideration of $314.3 million and WAT's agreement to
issue certain ordinary options and special options to the Company or, at the
direction of the Company, to certain shareholders of the Company. As a result,
13,429,110 ordinary options were issued to the holders of Common Stock
(including 10,930,672 ordinary options issued to Westfield Holdings) and 940,000
special options were issued to the holder of Series A Preferred Shares (ABP).
Each ordinary option permits the holder to exchange one share of Common Stock
for ordinary units of WAT. Each special option permits the holder to purchase
124.92 ordinary units of WAT (subject to adjustment in certain events) for $100
or for one Series A Preferred Share. The ordinary options, which are currently
exercisable, will expire upon consummation of the

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Offerings. The special options become exercisable on July 1, 1998 and expire on
July 1, 2011. Concurrently with the Offerings, WAT expects to sell to ABP
special options. Each such special option will permit the holder to purchase
ordinary units of WAT (subject to adjustment in certain events) for $100 or
one Series B Preferred Share. The special options become exercisable on May
, 1999 and will expire on May , 2012, WAT has no right to cause
the exercise of the options. If ordinary options are exercised prior to the
consummation of the Offerings or special options are exercised with Series A
Preferred Shares, WAT's equity ownership of the Company will increase. There can
be no assurance that ordinary options will not be exercised prior to
consummation of the Offerings or that special options will not be exercised with
shares of Series A Preferred Shares or Series B Preferred Shares on or after
July 1, 1998 or May , 1999.

Under the 1996 WAT Warrant, WAT has the right to purchase at any time and
from time to time, in whole or in part, 6,246,096 shares of Common Stock at an
exercise price (as well as the sales price for the Common Stock sold to WAT) of
$16.01 per share, subject to adjustment in certain events. The exercise price
was determined based on the initial public offering price of the WAT units. The
1996 WAT Warrant will expire on July 1, 2016. In connection with the Offerings,
the Company will issue to WAT the 1997 WAT Warrant pursuant to which WAT will
have the right to purchase at any time and from time to time, in whole or in
part, shares of Common Stock at an exercise price equal to the initial public
offering price for the Shares, subject to adjustment in certain events. The 1997
WAT Warrant will expire on the twentieth anniversary of its issuance. The sale
price for the 1997 WAT Warrant will be $ . Westfield Holdings Limited has a
right of first refusal if WAT wishes to sell the WAT Warrants.

In January 1997, the Company sold to WAT 8,151,155 shares of Common Stock
for $130.5 million and repurchased the same number of shares from an existing
investor for the same amount.

Upon consummation of the Offerings, WAT will own % of the outstanding
Common Stock on a fully-diluted basis. WAT also has the right to acquire
6,246,096 shares of Common Stock upon the exercise of the 1996 WAT Warrant and
shares of Common Stock upon the exercise of the 1997 WAT Warrant. Upon the
consummation of the Offerings, Westfield Holdings will own an approximately %
equity interest in WAT.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial
ownership (as defined under Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) of shares of Common Stock and WAT units by (1) each
person known by the Company to be the beneficial owner of more than a five
percent interest in the Company, (2) each director, director nominee and
associate director, (3) the Chief Executive Officers of the Company and (4) the
directors and executive officers of the Company as a group. No executive
officers of the Company other than the Chairman and the co-Presidents
beneficially own shares of Common Stock or WAT units. Unless otherwise indicated
in the footnotes, all of the interests are owned directly, and the indicated
person or entity has sole voting and investment power.

<TABLE>
<CAPTION>
PERCENT OF
PERCENT OF ALL SHARES PERCENT OF
ALL SHARES NUMBER OF OF COMMON ALL WAT
NUMBER OF OF COMMON SHARES OF STOCK UNITS PERCENT OF
SHARES OF STOCK COMMON STOCK BENEFICIALLY BENEFICIALLY ALL WAT UNITS
COMMON BENEFICIALLY BENEFICIALLY OWNED NUMBER OF OWNED BENEFICIALLY
STOCK OWNED PRIOR OWNED SUBSEQUENT WAT UNITS PRIOR TO OWNED
NAME AND ADDRESS OF BENEFICIALLY TO THE SUBSEQUENT TO BENEFICIALLY THE SUBSEQUENT
BENEFICIAL OWNER OWNED OFFERINGS TO OFFERINGS OFFERINGS OWNED OFFERINGS TO OFFERINGS
- --------------------------- ----------- ------------ ------------ ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Perpetual Trustee Company
Limited,
as Trustee for Westfield
America Trust.............. 45,740,221 77.3% -- -- --
The National Manager (1)(2)(3) (1)(2)(3) (1)(2)(3) (1)(2)(3)
Property Trusts
Perpetual Trustees of
Australia Limited
Level 7
1 Castlereagh Street
Sydney, Australia
Westfield Holdings
Limited................... 56,670,893 95.8%
Level 24 Westfield Towers (2)(3) (2)(3) (2)(3) (2)(3)
100 William Street
Sydney, NSW 2011
Australia
Frank P. Lowy.............. 56,670,893 95.8% (3) (3) 68,711,559 % (3)(4)
c/o Westfield Holdings (3) (3) (3)(4) (3)(4)
Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
David H. Lowy.............. 56,670,893 95.8% (3) (3) 68,711,559 % (3)(4)
c/o Westfield Holdings (3) (3) (3)(4) (3)(4)
Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
Peter S. Lowy.............. 56,670,893 95.8% (3) (3) 68,711,559 % (3)(4)
c/o Westfield America, (3) (3) (3)(4) (3)(4)
Inc.
11601 Wilshire Boulevard
Los Angeles, CA 90025
Roy L. Furman.............. -- -- -- -- 250,000 * *
Frederick G. Hilmer........ -- -- -- -- -- -- --
Larry A. Silverstein....... -- -- -- -- -- -- --
Francis T. Vincent, Jr..... -- -- -- -- -- -- --
George Weissman............ -- -- -- -- -- -- --
Richard E. Green........... -- -- -- -- 300,000 * *
Herman Huizinga............ -- -- -- -- -- -- --
All directors and executive
officers as a group (11
persons).................. 56,670,893 95.8% (3) (3) 69,336,556 % (3)(4)
(3) (3) (3)(4) (3)(4)
</TABLE>

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

* Less than 1%.

(1) Includes 6,246,096 shares issuable upon exercise of the 1996 WAT Warrant and
shares issuable upon exercise of the 1997 WAT Warrant. All of the shares
are held by the WAT Trustee as trustee of

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Westfield America Trust. Except with respect to the election of directors,
the WAT Trustee has the power to vote 23,960,029.5 (27,083,077.5 assuming
exercise of the WAT Warrants) of such shares in its absolute discretion and
the remaining shares held by the WAT Trustee are voted by the WAT Trustee as
directed by WAM, a subsidiary of Westfield Holdings Limited. The WAT Trustee
may only vote the shares for the election of directors as approved by the
holders of WAT units. The WAT Trustee disclaims beneficial ownership of such
shares. References to beneficial ownership are made herein solely with
respect to U.S. securities laws and are not intended to refer or apply in
any respect to Australian legal matters. Certain shareholders of the Company
hold options granted by WAT permitting such holders to exchange Common Stock
for ordinary units of WAT. If such options were exercised prior to
consummation of the Offerings, WAT's beneficial ownership of the Common
Stock would increase. See "Certain Transaction--Relationships and
Transactions with WAT."

(2) 10,930,672 of the shares of shares of Common Stock are held by wholly-owned
subsidiaries of Westfield Holdings Limited. Excludes WAT units issuable in
exchange for shares of Common Stock upon exercise of WAT ordinary options
that expire upon consummation of the Offerings. The balance represents
shares of Common Stock held in the name of the WAT Trustee which solely for
purposes of U.S. securities laws may be deemed to be beneficially owned by
Westfield Holdings by virtue of its ownership of WAM, which currently has
the power to direct the vote of 15,534,095.5 (18,657,143.5 assuming exercise
of the WAT Warrant) of such shares, other than for the election of
directors. WAM and the WAT Trustee share the investment power over such
shares. See footnote (1) above. References to beneficial ownership are made
herein solely with respect to U.S. securities laws and are not intended to
refer or apply in any respect to Australian legal matters. See "Certain
Transactions."

(3) Messrs. Frank P. Lowy, David H. Lowy and Peter S. Lowy (each of whom is a
member of the Board of Directors, are directors and officers of Westfield
Holdings Limited) and interests associated with the Lowy family own
approximately 45% of the outstanding ordinary shares of Westfield Holdings
Limited and, as such, Messrs. Frank, David and Peter Lowy may be deemed
solely for purposes of U.S. securities laws to beneficially own the
securities indicated as owned and deemed beneficially owned by Westfield
Holdings Limited as set forth in footnote (2) above. Messrs. Frank, David
and Peter Lowy disclaim beneficial ownership of such shares. References to
beneficial ownership are made herein solely with respect to U.S. securities
laws and are not intended to refer or apply in any respect to Australian
legal matters.

(4) Interests associated with the Lowy family own 68,711,559 WAT units.

Except as set forth above, no director, nominee or executive officer of the
Company will beneficially own shares of Common Stock as of completion of the
Offerings.

DESCRIPTION OF CAPITAL STOCK

The following summaries of certain provisions of the Articles and By-Laws,
as amended prior to consummation of the Offerings and concurrent transactions,
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of the proposed Articles and By-
Laws, forms of which are exhibits to the Registration Statement of which this
Prospectus is a part, and by the provisions of the General Business and
Corporation Law of Missouri ("GBCL"). See "Additional Information."

CAPITAL STOCK

Upon the consummation of the Offerings and concurrent transactions, the
Articles will authorize the issuance of 410,000,200 shares of stock, consisting
of (i) two hundred (200) shares of non-voting senior preferred stock, par value
$1.00 per share (the "Senior Preferred Shares"), of which one hundred five (105)
shares are currently outstanding, (ii) five million (5,000,000) shares of
preferred stock, par value $1.00 per share (the "Preferred Stock"), of which
nine hundred forty thousand (940,000) shares are designated Series A cumulative
redeemable preferred stock (the "Series A Preferred Shares"), and of which nine
hundred forty thousand (940,000) are currently outstanding, and of which
shares are designated Series B Preferred Stock (the "Series B Preferred Stock")
and of which after payment of the

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fixed interest and after calculating are currently outstanding, (iii)
200,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), of which 52,929,535 are currently outstanding (without giving effect to
the Offerings, or the exercise of the WAT Warrants), (iv) 200,000,000 shares of
excess common stock, par value $.01 per share (the "Excess Common Shares" and,
together with the Common Stock, the "Common Shares") none of which are currently
outstanding, and (v) five million (5,000,000) shares of excess preferred stock,
par value $1.00 per share (the "Excess Preferred Shares" and collectively with
the Excess Common Shares, the "Excess Shares") of which none are currently
outstanding.

SENIOR PREFERRED SHARES

The holders of Senior Preferred Shares shall be entitled to receive, when
and as declared by the Board of Directors, but only out of funds legally
available therefor, cash dividends at the annual rate of $35.00 per share, and
no more, payable quarterly. No dividend shall be paid on any Preferred Stock or
Common Shares unless the full dividend has been paid on Senior Preferred Shares.
In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, the holders of Senior Preferred Shares shall
be entitled, before any distribution or payment is made to the holders of any
Preferred Stock or Common Shares, to be paid in full an amount equal to $550.00
per share, together with the full dividend thereon for the then current
quarterly-yearly dividend period. The Company, at the option of the Board of
Directors, may redeem in whole, but not in part, the Senior Preferred Shares at
the time outstanding at any time from and after February 20, 1999, upon notice,
at a redemption price for each Senior Preferred Share equal to $550.00, together
with the full dividend thereon for the then current quarterly-yearly dividend
period. Except as required by applicable law, the holders of Senior Preferred
Shares shall have no voting rights in the Company. The Company may repurchase
the outstanding Senior Preferred Shares after the consummation of the Offerings.

PREFERRED STOCK

Preferred Stock may be issued, from time to time, in one or more series as
authorized by the Board of Directors. Prior to issuance of a series, the Board
of Directors by resolution shall designate that series to distinguish it from
other series and classes of stock of the Company, shall specify the number of
shares to be included in the series, and shall fix the terms, rights,
restrictions and qualifications of the shares of the series, including any
preferences, voting powers, dividend rights and redemption, sinking fund and
conversion rights. Subject to the express terms of any other series of Preferred
Stock outstanding at the time, the Board of Directors may increase or decrease
the number of shares or alter the designation or classify or reclassify any
unissued shares of a particular series of Preferred Stock by fixing or altering
in any one or more respects from time to time before issuing the shares any
terms, rights, restrictions and qualifications of the shares.

SERIES A PREFERRED SHARES

The holders of Series A Preferred Shares shall be entitled to receive, when
and as declared by the Board of Directors, but only out of funds legally
available therefor, per share cumulative cash dividends equal to the greater of
(i) $8.50 per annum and (ii) an amount currently equal to 6.2461 times the
dollar amount declared on Common Shares for such period, subject to certain
adjustments. Holders of Series A Preferred Shares are entitled to dividends
before dividends can be distributed to holders of Common Shares. In the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Company, the holders of Series A Preferred Shares shall be
entitled, before any distribution or payment is made to the holders of any
Common Shares, to be paid in full an amount per share equal to $100.00, together
with all accrued and unpaid dividends through the end date of the calendar
quarter most recently completed prior to the date of liquidation, dissolution or
winding up of the affairs of the Company plus $2.125 times a fraction equal to
the actual number of days elapsed from the end date of the calendar quarter most
recently completed to the relevant liquidation date over 90 days. From and after
July 1, 2003, the Company, at the option of the Board of Directors, with
approval of a majority of the Independent Directors, may redeem in whole, or in
part, the outstanding Series A Preferred Shares at a redemption price of $100.00
per share, together with all accrued and unpaid dividends through the end date
of the calendar quarter most recently completed prior to the redemption date
plus $2.125 times a fraction equal

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<PAGE>

to the actual number of days elapsed from the end date of the calendar quarter
most recently completed to the relevant redemption date over 90 days, plus a
right to receive on the payment date for the next quarterly dividend declared on
the Common Stock an amount equal to the proportionate additional amount, if any,
of dividends the holder of such Series A Preferred Share would have been
entitled to receive had such share been held on the record date for such Common
Stock dividend.

The holders of Series A Preferred Shares shall have no voting rights in the
Company except: (i) in the event that the Board of Directors has not declared a
dividend payable to holders of Series A Preferred Shares or any series of
Preferred Shares authorized with the consent of the holders of Series A
Preferred Shares ranking PARI PASSU with the Series A Preferred Shares ("Ranking
Preferred Shares") for four quarterly dividend periods, the number of directors
constituting the Board of Directors shall, without further action, be increased
by one and the holders of a majority of the Series A Preferred Shares together
with all series of Ranking Preferred Shares shall have the exclusive right to
elect one director to fill such newly created directorship until such time as
all such dividends in arrears are made current and paid in full, at which time
the director so elected shall cease to be a director, and the number of
directors constituting the Board of Directors shall be reduced by one, (ii) a
majority vote of the holders of Series A Preferred Shares voting together as a
class shall be required to approve any amendment to the Articles that materially
and adversely affects their rights, PROVIDED, that (x) except where a unanimous
vote is required under clause (y) below, where the amendment adversely affects
the rights of any series of Ranking Preferred Shares, then such amendment shall
be approved by the vote of the Series A Preferred Shares and the Ranking
Preferred Shares affected thereby voting together as a class and (y) the
unanimous approval of the holders of Series A Preferred Shares shall be required
for any amendment to the Articles that would decrease the rate or change the
time of payment of any dividend or distribution on the Series A Preferred
Shares, decrease the amount payable upon redemption of the Series A Preferred
Shares or upon liquidation of the Company, advance the date on which the Series
A Preferred Shares may be redeemed by the Company or amend the number of shares
of Series A Preferred Shares required to effect amendments to the Articles,
(iii) the affirmative vote of the holders of a majority of the Series A
Preferred Shares and any series of Ranking Preferred Shares affected thereby
voting together as a class shall be required to approve any merger or
consolidation of the Company and another entity in which the Company is not the
surviving corporation and each holder of the Series A Preferred Shares and such
Ranking Preferred Shares do not receive shares of the surviving corporation with
substantially similar rights, preferences and powers in the surviving
corporation as such Preferred Shares have with respect to the Company, (iv) the
affirmative vote of the holders of a majority of the Series A Preferred Shares
and the Ranking Preferred Shares voting together as a class shall be required to
approve any voluntary action by the Board of Directors intended to cause the
Company to cease to have the status as a REIT and (v) as otherwise required by
applicable law.

SERIES B PREFERRED SHARES

The holders of Series B Preferred Shares have the same rights as the holders
of Series A Preferred Shares and the terms of the Series B Preferred Shares are
substantially the same as those of the Series A Preferred Shares, except that
the amount of cumulative cash distributions will be equal to the greater of (i)
$8.50 per annum and (ii) an amount equal to the product of (x) 100 divided by
the Price to Public and (y) the dollar amount declared on the Common Shares for
the applicable period, subject to certain adjustments.

COMMON SHARES

DISTRIBUTION RIGHTS

The holders of Common Shares shall be entitled to receive such distributions
as may be declared by the Board of Directors out of funds legally available
therefor. In order to qualify as a REIT, the Company is required to distribute
at least 95% of its taxable income. The Company currently intends to continue to
pay regular quarterly distributions to its shareholders with the distribution in
respect of the quarter ending June 30, 1997 to be paid on or about July 31,
1997. Holders of the Senior Preferred Shares and Preferred Shares will continue
to have a preference with respect to dividends relative to the holders of Common
Shares. The Company expects that regular quarterly distributions of the Company
will be declared for the three month periods ending March 31, June 30, September
30 and December 31 each year with a special distribution declared as described
in "Distributions." All distributions will be at the discretion of the Board

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of Directors and will depend on the actual Funds from Operations, the Company's
financial condition, the annual distribution requirements under the REIT
Requirements and such other factors as the Board of Directors deems relevant and
will be subject to the prior payment of preferred stock dividends.

Prior to the closing of the Offerings, the Company anticipates that the
Board of Directors will declare a distribution for the shareholders of record
with respect to a portion of the Funds from Operations for the second quarter of
1997 such that the holders of the Common Stock and Preferred Shares as of the
day immediately preceding the closing of the Offerings will receive a pro-rata
portion of the Funds from Operations for the second quarter of 1997 based on the
number of days between and including April 1, 1997 and the day immediately
preceding the closing of the Offerings. In addition, the Company anticipates
that the Board of Directors will declare a distribution for the period from the
closing of the Offerings to June 30, 1997.

LIQUIDATION RIGHTS

In the event of liquidation, dissolution, winding up of, or any distribution
of the assets of the Company, each holder of Common Shares shall be entitled to
share ratably with each holder of Common Shares, in that portion of the assets
of the Company available for distribution to holders of Common Shares as the
number of Common Shares held by such holder bears to the total number of Common
Shares then outstanding.

VOTING RIGHTS

At all meetings of the shareholders of the Company, each holder of Common
Shares shall be entitled to one vote for each Common Share entitled to vote at
such meeting. The affirmative vote of a majority of the holders of Common Shares
voting together as a class shall be required to approve: (1) an election to
change the Company's status as a REIT, and (2) other matters as required by
applicable law.

ELECTION AND REMOVAL OF DIRECTORS

The Board of Directors will be divided into three classes with the terms of
office of directors of each class ending in different years. The Class I, II and
III directors are to serve until the Annual Meeting of Shareholders in 1998,
1999 and 2000, respectively, or until their successors are elected. Following
such initial term, the directors will serve three-year terms, or until their
successors are elected.

Directors will be elected by a plurality of the Common Shares entitled to
vote on the election of directors represented in person or by proxy at a meeting
at which a quorum is present, subject to any rights of holders of the Preferred
Stock to elect directors. There are no cumulative voting rights. The Articles
will provide that directors may be removed from office only for cause and with
the vote of a majority of the outstanding Common Shares then entitled to vote
for the election as directors.

PREEMPTIVE RIGHTS

No holder of Common Shares shall be entitled as a matter of right to
subscribe for or purchase, or have any preemptive right with respect to, any
part of any new or additional issue of stock of any class whatsoever, or of
securities convertible into any stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration or by
way of dividend.

REDEMPTION RIGHTS

No holder of Common Shares is entitled to redemption rights.

SHAREHOLDER LIABILITY

Under Missouri corporate law, no shareholder of the Company will be liable
personally for any obligation of the Company solely as a result of their status
as a shareholder.

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RESTRICTIONS ON OWNERSHIP AND TRANSFER

In order for the Company to qualify as a REIT under the Code, not more than
50% in value of its outstanding capital stock may be owned, directly or
indirectly, by or for five or fewer individuals, including certain entities (as
set forth in the Code and referred to herein as "Individuals") during the last
half of a taxable year, and the shares of capital stock must be beneficially
owned by 100 or more persons during at least 335 days of a taxable year of 12
months, or during a proportionate part of a shorter taxable year. Because the
Board of Directors believes that it is essential for the Company to continue to
qualify as a REIT, the Board of Directors has adopted, and the shareholders have
approved, provisions of the Articles restricting the acquisition and ownership,
directly and indirectly, of shares of the Company's capital stock.

The Company's Articles provide, subject to certain exceptions specified
therein, that no Individual may own, or be deemed to own by virtue of various
attribution and constructive ownership provisions of the Code, more than % of
the outstanding shares of capital stock of the Company, as measured by value
(the "Ownership Limit"). The Articles also provide, subject to certain
exceptions with respect to the family of Frank P. Lowy, WAT, WHL and ABP,
together with their respective affiliates, that no person or group may acquire
or hold, directly or indirectly, an amount of capital stock that would require
such person or group to file pursuant to Section 13(d)(3) of the Exchange Act
and Rule 13d-3 thereunder (the "13(d) Limit," and together with the Ownership
Limit, the "Restrictions"). The Articles authorize the Board of Directors to
increase or waive the Restrictions on a case by case basis if evidence
satisfactory to the Board of Directors based upon the advice of the Company's
tax counsel or other evidence or undertakings acceptable to it is presented that
such ownership will not then or in the future jeopardize the Company's status as
a REIT. As a condition of such increase or waiver, the Board of Directors may
require opinions of counsel satisfactory to it, and/or undertakings from the
applicant with respect to preserving the REIT status of the Company. Frank P.
Lowy and the members of his family are exempt from the Restrictions and are
permitted to hold, in the aggregate, directly and indirectly, not more than
% of the combined total outstanding shares of capital stock. The foregoing
restrictions on transferability and ownership will not apply if the Board of
Directors determines that it is no longer in the best interests of the Company
to attempt to qualify, or to continue to qualify, as a REIT and a resolution
terminating the Company's status as a REIT and amending its Articles to remove
the foregoing restrictions is duly adopted by the Board of Directors and a
majority of the holders of each of the Common Stock and the Preferred Stock.

If shares of capital stock in violation of the Restrictions or shares of
capital stock which would cause the Company to be beneficially owned by less
than 100 persons, or which would result in it being "closely held," within the
meaning of Section 856(h) of the Code, or which would otherwise result in the
Company failing to qualify as a REIT, are issued or transferred to any person,
group or Individual, such issuance or transfer shall be null and void to the
intended transferee, and the intended transferee would acquire no rights to the
capital stock. If, notwithstanding the preceding sentence, shares of capital
stock are transferred in violation of the rules set forth therein or the
Restrictions, such shares will automatically be converted into Excess Shares and
transferred to a designated charitable organization, and if required by the
Articles, such other charitable organizations as may be designated from time to
time by the Board of Directors (each a "Charitable Trust"). In addition, if any
other event occurs which would result in any person, group or Individual
directly or indirectly holding shares of capital stock in violation of the
Restrictions then shares of capital stock directly or indirectly held by such
person group or individual shall also be transferred to a Charitable Trust to
the extent of such excess. Shares transferred to a Charitable Trust will remain
outstanding, and the trustee of the trust will have all voting and dividend
rights pertaining to such shares. The trustee of such trust may transfer such
shares to a person whose ownership of such shares does not violate the
Restrictions or other applicable limitation. Upon a sale of such shares by the
trustee, the interest of the charitable beneficiary will terminate, the Excess
Shares will automatically be converted into shares of capital stock of the same
type and class as the shares from which they were converted, and the sales
proceeds would be paid, first, to the original intended transferee, to the
extent of the lesser of (a) such transferee's original purchase price (or the
original market value of such shares if originally transferred by gift or
devise) and (b) the price received by the trustee. Any remaining proceeds will
be paid to the charitable beneficiary. In addition, shares of capital stock held
in such trust may be purchased by the Company (at its option) for a 90-day
period at a price equal to the lesser of the price paid for the capital stock by
the original intended transferee (or the original market value of such shares if

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originally transferred by gift or devise) and the market price for the capital
stock on the date that the Company determines to purchase the capital stock. The
90-day period commences on the date of the transfer in violation of the
foregoing provisions that gave rise to the issuance of Excess Shares, or the
date that the Board of Directors determines in good faith that a violative
transfer has occurred, whichever is later.

All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above, as follows:

The shares of Common Stock represented by this certificate are subject
to restrictions on ownership and transfer for the purpose of the Company's
maintenance of its status as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code"). No individual may
Beneficially Own Shares in excess of the then applicable Ownership Limit
with respect to such Shares, which may decrease or increase from time to
time, unless such Individual is an Existing Holder. In addition, no person
or group may aquire or hold, directly or indirectly, a number of Shares in
excess of the 13(d) Limit. Any Individual who attempts to Beneficially Own
Shares in excess of the Ownership Limit, and any person or group that
attempts to acquire or hold Shares in excess of the 13(d) Limit must
immediately notify the Corporation. All capitalized terms used in this
legend have the meanings defined in the Articles of Incorporation, a copy of
which, including the restrictions on ownership and transfer, will be sent
without charge to each shareholder who so requests. If the restrictions on
ownership and transfer are violated, the Common Shares represented hereby
will be automatically exchanged for Excess Shares and will be deemed
transferred to a Special Trust, as provided in the Articles of
Incorporation.

All persons who own more than a specified percentage of the outstanding
shares of capital stock must file a statement with the Company containing the
information specified in the Articles within 30 days after January 1 of each
year. In addition, each shareholder shall upon demand be required to disclose to
the Company in writing such information with respect to the direct, indirect and
constructive ownership of shares as the Board of Directors deems necessary to
comply with the provisions of the Code applicable to a REIT or to comply with
the requirements of any taxing authority or governmental agency.

The ownership limitations may have the effect of precluding acquisition of
control of the Company by a third party unless the Board of Directors and the
shareholders determine that maintenance of REIT status is no longer in the best
interests of the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer Company.

LISTING

Prior to the Offerings, there has been no public trading market for shares
of Common Stock. Application has been made to list the Common Stock on the NYSE
under the trading symbol "WEA."

CERTAIN PROVISIONS OF THE COMPANY'S
ARTICLES OF INCORPORATION AND BY-LAWS AND OF MISSOURI LAW

Certain provisions of the Articles and By-Laws of the Company that will be
in effect upon consummation of the Offerings and the General Business and
Corporation Law of Missouri (the "GBCL"), as well as the substantial influence
of WAT and Westfield Holdings may delay or make more difficult unsolicited
acquisitions or changes in control of the Company. It is believed that such
provisions will enable the Company to develop its business in a manner that will
foster its long-term growth without disruption caused by the threat of a
takeover not deemed by its Board of Directors to be in the best interests of the
Company and its shareholders. Such provisions could have the effect of
discouraging third parties from making proposals involving an unsolicited
acquisition or change of control of the Company, although such proposals, if
made, might be considered desirable by the holders of the Shares. Such
provisions may also have the effect of making it more difficult for third
parties to cause the replacement of the current management of the Company
without the concurrence of the Board of Directors. These provisions include

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among others, (i) the Ownership Limit, (ii) the availability of capital stock
for issuance from time to time at the discretion of the Board of Directors (see
"Description of Capital Stock--Capital Stock" and "Description of Capital
Stock--Preferred Shares"), (iii) a classified board of directors, (iv) inability
of the shareholders to take action by written consent, (v) prohibitions against
shareholders calling a special meeting of shareholders, (vi) requirements for
advance notice for raising business or making nominations at shareholders'
meetings, and (vii) additional requirements for certain business combination
transactions. The descriptions set forth herein of such provisions do not
purport to be complete and are qualified in their entirety by reference to the
Articles and By-Laws, which have been filed as exhibits to the Registration
Statement of which this Prospectus is a part, and to the provisions of the GBCL.

OWNERSHIP LIMIT

Upon consummation of the Offerings, the Articles will incorporate the
Restrictions. The Restrictions may discourage a change in control of the Company
and may also deter tender offers for Common Stock that might otherwise be
advantageous to holders of the Common Stock. The Restrictions may and limit the
opportunities of holders to receive a premium for their Common Stock that might
otherwise exist if an investor were attempting to assemble a block of shares or
otherwise effect a change in control of the Company.

ADDITIONAL CLASSES AND SERIES OF PREFERRED STOCK

The Board of Directors is authorized to issue additional authorized but
unissued shares of Common Stock and to establish one or more series of Preferred
Stock and establish the number of shares to be included in the series and the
terms of such series, including any preferences, voting powers, dividend rights
and redemption, sinking fund and conversion rights, and issue such Common Stock
and Preferred Stock, without any further vote or action by the shareholders,
unless such action is required by applicable law or the rules of any stock
exchange or automated quotation system on which the Company's securities are
listed. The issuance of additional capital stock may have the effect of
delaying, deferring or preventing a change in control of the Company. The
issuance of additional series of Preferred Stock with voting or conversion
rights may adversely affect the voting power of the holders of Common Stock. The
ability of the Board of Directors to issue additional capital stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company.

SIZE OF BOARD, ELECTION OF DIRECTORS, CLASSIFIED BOARD, REMOVAL OF DIRECTORS AND
FILLING VACANCIES

The Articles and By-Laws will provide that the Board of Directors be divided
into three classes as nearly equal in number as possible, with directors having
three-year terms of office that expire at different times in annual succession.
The Articles will provide that directors may not be removed from office prior to
the expiration of their term without cause and the vote of a majority of the
outstanding Common Shares. A classified board makes it more difficult for
shareholders to change a majority of the directors.

The By-Laws will limit the total number of directors to 14 and provide that
newly created directorships resulting from any increase in the authorized number
of directors (or any vacancy) may be filled by a vote of a majority of directors
then in office. Accordingly, the Board of Directors may be able to prevent any
shareholder from obtaining majority representation on the Board of Directors by
increasing the size of the board and filling the newly created directorships
with its own nominees.

LIMITATIONS ON SHAREHOLDER ACTION BY WRITTEN CONSENT; ABILITY TO CALL SPECIAL
MEETINGS

As required by the GBCL, the Articles and the By-Laws provide that an action
by written consent of shareholders in lieu of a meeting must be unanimous. The
By-Laws will provide that, unless otherwise prescribed by statute or the
Articles, special meetings of the shareholders can be called only by the
Chairman of the Board of Directors, the Vice Chairman, if any, any President or
by resolution of the Board of Directors. Furthermore, as required by the GBCL,
the By-Laws will provide that only such

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business as is specified in the notice of any such special meeting of
shareholders may come before such meeting.

These provisions may have an adverse effect on the ability of shareholders
to influence the governance of the Company and the possibility of shareholders
receiving a premium above market price for their securities from a potential
acquiror who is unfriendly to management.

ADVANCE NOTICE FOR RAISING BUSINESS OR MAKING NOMINATIONS AT MEETINGS

The By-Laws will establish an advance notice procedure for shareholder
proposals to be brought before an annual meeting of shareholders and for
nominations by shareholders of candidates for election as directors at an annual
or special meeting at which directors are to be elected. Only such business may
be conducted at an annual meeting of shareholders as has been brought before the
meeting by, or at the direction of, the Board of Directors, or by a shareholder
who has given to the Secretary of the Company timely written notice, in proper
form, of the shareholder's intention to bring that business before the meeting.
The Chairman of such meeting will have the authority to make such
determinations. Only persons who are nominated by, or at the direction of, the
Board of Directors, or who are nominated by a shareholder who has given timely
written notice, in proper form, to the Secretary prior to a meeting at which
directors are to be elected will be eligible for election as directors of the
Company.

To be timely, notice of business to be brought before an annual meeting or
nominations of candidates for election as directors at an annual meeting is
required to be received by the Secretary of the Company not less than 60 nor
more than 90 days in advance of the meeting (or, in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, not later than 10 days after the first public notice or
disclosure of the date of such annual meeting).

The notice of any nomination for election as a director is required to set
forth the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated, the age and the principal
occupation or employment of each nominee, the class and number of shares
beneficially owned by such shareholder and by each nominee, such other
information regarding each nominee proposed by such shareholder required to be
included in a proxy statement filed pursuant to the proxy rules of the
Commission, and the consent of each nominee to be named as a nominee who would
serve as a director if so elected.

BUSINESS COMBINATION AND CONTROL SHARE ACQUISITION STATUTES AND RELATED
PROVISIONS

The Company is subject to the GBCL which contains certain provisions which
may be deemed to have an anti-takeover effect. Such provisions include
Missouri's Business Combination Statute and the control share acquisition
statute.

The Missouri Business Combination Statute prohibits certain transactions
between corporations subject to the statute and certain shareholders of such
corporations. In particular, the statute restricts certain "Business
Combinations" between a corporation and an "Interested Shareholder" or
affiliates of the Interested Shareholder unless certain conditions are met. A
"Business Combination" includes a merger or consolidation, certain sales,
leases, exchanges, pledges and similar dispositions of corporate assets or stock
and certain reclassifications and recapitalizations. An "Interested Shareholder"
includes any person or entity which beneficially owns or controls 20% or more of
the outstanding voting shares of the corporation.

During the five-year restricted period after a person or entity becomes an
Interested Shareholder, no Business Combination may occur unless such Business
Combination or the transaction in which the person or entity become an
Interested Shareholder (the "Acquisition Transaction") was approved by the board
of directors of the corporation on or before the date of the Acquisition
Transaction. Business Combinations may occur after the five-year period
following the Acquisition Transaction only if: (i) prior to the Acquisition
Transaction, the board of directors approved the Acquisition Transaction or
approved the Business Combination in question; (ii) the holders of a majority of
the outstanding voting stock, other than stock owned by the Interested
Shareholder, approve the Business Combination; or (iii) the Business Combination
satisfies certain detailed fairness and procedural requirements.

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The statute applies only to Missouri corporations which have either their
principal place of business or substantial assets in Missouri. In addition, the
corporation must have at least 100 shareholders, and (i) more than 10% of the
shareholders must be resident in Missouri, (ii) more than 10% of the outstanding
shares must be owned by Missouri residents, or (iii) more than 10,000
shareholders must be residents in Missouri (certain shares, such as shares held
by nominees, are disregarded in applying these tests). It will not be known
whether this latter requirement is met and whether the statute will be
applicable to the Company until after the Offerings has been completed.

The GBCL exempts from the statute: (i) corporations not having a class of
voting stock registered under Section 12 of the Exchange Act; (ii) corporations
which adopt provisions in their articles of incorporation or by-laws expressly
electing not to be covered by the statute; and (iii) certain circumstances in
which a shareholder inadvertently becomes an Interested Shareholder. The
Company's Articles and By-Laws do not contain an election to "opt out" of the
Missouri Business Combination Statute.

Because the Missouri Business Combination Statute may not apply to the
Company, the Articles will contain a similar provision which will provide that,
during the five-year restricted period after a person or entity becomes an
Interested Shareholder, no Business Combination may occur unless such Business
Combination or the transaction in which the person or entity becomes an
Interested Shareholder was approved by the Board of Directors on or before the
date of the Acquisition Transaction or such person or entity was an Interested
Shareholder on the date the provision was adopted by the shareholders of the
Company. Business Combinations may occur after the five-year period following
the Acquisition Transaction only if (i) prior to the Acquisition Transaction,
the board of directors approved the Acquisition Transaction or approved the
Business Combination in question; (ii) the holders of a majority of the
outstanding voting stock, other than stock owned by the Interested Shareholder,
approve the Business Combination; or (iii) the Business Combination satisfies
certain detailed fairness and procedural requirements.

This provision may make it more difficult for a 20% beneficial owner to
effect transactions with the Company and may encourage persons interested in
acquiring the Company to negotiate in advance with the Board of Directors prior
to acquiring a 20% interest. It is possible that such a provision could make it
more difficult to accomplish a transaction which shareholders may otherwise deem
to be in their best interest.

The GBCL also contains a "Control Share Acquisition Statute" which may,
under some circumstances, limit the voting rights of certain shareholders. The
statute provides that an "Acquiring Person" who after any acquisition of shares
of certain publicly traded Missouri corporations has the voting power, when
added in all shares of the corporation previously owned or controlled by the
Acquiring Person, to exercise or direct the exercise of: (i) 20% but less than
33 1/3%, (ii) 33 1/3% or more but less than a majority or (iii) a majority, of
the voting power of outstanding stock of such corporation, will lose the right
to vote some or all of such shares unless the shareholder approval for the
purchase of the "Control Shares" is obtained. To obtain such approval, certain
disclosure requirements must be met and the retention or restoration of voting
rights approved by both: (i) a majority of the outstanding voting stock, and
(ii) a majority of the outstanding voting stock after exclusion of "Interested
Shares." Interested Shares are defined as shares owned by the Acquiring Person,
by directors who are also employees, and by officers of the corporation.
Shareholders are given dissenters' rights with respect to the vote on Control
Share Acquisitions and may demand payment of the fair value of their shares.

Certain acquisitions of shares are deemed not to constitute Control Share
Acquisitions, including good faith gifts, transfers pursuant to wills, purchases
pursuant to an issuance by the corporation, mergers involving the corporation
which satisfy the other requirements of the GBCL, transactions with a person who
owned a majority of the voting power of the corporation within the prior year,
or purchases from a person who has previously satisfied the provisions of the
Control Share Acquisition Statute so long as the transaction does not result in
the purchasing party having voting power after the purchase in a percentage
range (such ranges are as set forth in the immediately preceding paragraph)
beyond the range for which the selling party previously satisfied the provisions
of the statute. The statute applies only to Missouri

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corporations which satisfy requirements as to their place of business or assets
and the residence of the shareholders similar to those applicable to the
Business Combination Statute, as described above. Consequently, it will not be
known whether these requirements are met and thus whether the statute will be
applicable to the Company until after the Offerings has been completed.
Additionally, a corporation may exempt itself from application of the statute by
inserting a provision in its articles of incorporation or by-laws expressly
electing not to be covered by the statute. The Company's Articles and By-Laws do
not contain an election to "opt out" of the Control Share Acquisition Statute.

TERMINATION OF REIT STATUS

The Articles permit the directors, with the approval of a majority of each
of the holders of the Common Stock and the Preferred Shares, to terminate the
status of the Company as a REIT under the Code at any time.

LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles limit the liability of directors of the Company, in their
capacity as such, whether to the Company, its shareholders or otherwise, to the
fullest extent permitted by Missouri law.

The Articles also contain provisions indemnifying the Company's directors
and officers to the maximum extent permitted by Missouri law. Section 355.1 of
the GBCL provides that the Company may indemnify its directors, officers,
employees and agents in any action, suit or proceeding other than an action by
or in the right of the Company, against expenses (including attorneys' fees),
judgments, fines and settlement amounts actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner that such person reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
Section 355.2 of the GBCL provides that the Company may indemnify any such
person in any action or suit by or in the right of the Company against expenses
(including attorneys' fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company, except that such
person may not be indemnified in respect of any matter in which such person has
been adjudged liable for negligence or misconduct in the performance of his duty
to the Company, unless authorized by the court. Section 355.1 of the GBCL
provides that the Company shall indemnify any such person against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the action, suit or proceeding if such person has been
successful in defending such action, suit or proceeding and if such action, suit
or proceeding is one for which the Company may indemnify him under Section 355.1
or 355.2. Section 355.7 of the GBCL provides that the Company shall have the
power to give any further indemnity to any such person, in addition to the
indemnity otherwise authorized under Section 355, provided such further
indemnity is either (i) authorized, directed or provided for in the Articles or
any duly adopted amendment thereof or (ii) is authorized, directed or provided
for in any By-law or agreement of the Company which has been adopted by a vote
of the shareholders of the Company, provided that no such indemnity shall
indemnify any person from or on account of any conduct of such person which was
finally adjudged to have been knowingly fraudulent or deliberately dishonest or
to constitute willful misconduct.

SHARES AVAILABLE FOR FUTURE SALE

GENERAL

Upon consummation of the Offerings, there will be shares of Common Stock
issued and outstanding ( shares if the Underwriters' over-allotment options
are exercised in full). Upon consummation of the Offerings and concurrent
transactions, WAT will hold the 1996 WAT Warrants, entitling it to purchase at
any time and from time to time, in whole or in part, 6,246,096 shares of Common
Stock, at an exercise price of $16.01 per share (which is the same price paid by
WAT for the Common Stock it purchased in connection with the Recapitalization),
and the 1997 WAT Warrant, entitling it to purchase at

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any time and from time to time, in whole or in part, shares of Common
Stock (assuming the mid-point of the price range) at an exercise price equal to
the initial public offering price for the Shares, in each case subject to
adjustment in certain events. See "Certain Transactions--Relationships and
Transactions with WAT" and "Principal Shareholders." No prediction can be made
as to the effect, if any, that future sales of shares of Common Stock, the
availability of shares of Common Stock for future sale, or future issuances of
shares upon the exercise of the WAT Warrants will have on the market price of
the Common Stock prevailing from time to time.

All of the Shares sold in the Offerings will be freely tradeable by persons
other than "affiliates" of the Company without restriction under the Securities
Act, subject to the limitations on ownership set forth in the Articles. See
"Description of Capital Stock--Restrictions on Ownership and Transfer." The
shares of outstanding Common Stock owned by Westfield Holdings, WAT and
certain other shareholders, as well as the shares issuable upon exercise of the
WAT Warrant (the "Restricted Shares"), will be "restricted" securities within
the meaning of Rule 144 promulgated under the Securities Act ("Rule 144") and
may not be sold in the absence of registration under the Securities Act unless
an exemption from registration is available, including exemptions contained in
Rule 144. As described below under "--Registration Rights," the Company has
granted Westfield Holdings certain registration rights with respect to its
shares of Common Stock.

Of the 39,494,125 outstanding shares of Common Stock held by WAT, 31,342,970
shares may be eligible for sale in the public market 90 days after the effective
date of the Registration Statement of which this Prospectus is a part, 8,151,155
shares may become eligible for sale in the public market and on January 2, 1998
in each case subject to compliance with the volume limitations under Rule 144.
All of the 10,930,692 shares of Common Stock held by Westfield Holdings may be
eligible for sale in the public market 90 days after the completion of the
Offerings, subject to compliance with the volume limitations under Rule 144.
Subject to the limitations on ownership set forth in the Articles and to
compliance with the volume limitations under Rule 144, 1,623,985 shares of
Common Stock held by unaffiliated investors may be eligible for sale in the
public market 90 days after completion of the Offerings and will become freely
tradeable on July 1, 1998.

In general, under Rule 144, as amended, effective April 29, 1997, if one
year has elapsed since the later of the date of acquisition of restricted shares
from the Company or any affiliate of the Company, the acquiror or subsequent
holder thereof is entitled to sell, within any three-month period commencing 90
days after the date of the effectiveness of the Registration Statement of which
this Prospectus is a part, a number of shares that does not exceed the greater
of (i) 1% of the then outstanding shares of Common Stock ( shares upon
consummation of the Offerings) or (ii) the average weekly trading volume in the
Common Stock during the four calendar weeks preceding such sale, subject to the
filing of a Form 144 with respect to such sale and certain other limitations and
restrictions. In addition, if two years have elapsed since the later of the date
of acquisition of restricted shares from the Company or from any affiliate of
the Company, and the acquiror or any subsequent holder thereof is not deemed to
have been an affiliate of the Company at any time during the 90 days preceding a
sale, such person would be entitled to sell such shares under Rule 144(k)
without regard to the above-described requirements.

In addition, the Commission has recently proposed further revisions to the
holding periods and volume limitations contained in Rule 144. The adoption of
amendments effecting such proposed revisions may result in resales of restricted
securities sooner than would be the case under Rules 144 and 144(k) as currently
amended and to be in effect in late April 1997. However, there can be no
assurance of when, if ever, such amendments will be proposed or adopted.

Prior to the Offerings, there has been no public market for the shares of
Common Stock in the United States. Application has been made to list the Common
Stock on the NYSE. No prediction can be made as to the effect, if any, that
future sales of Common Stock, or the availability of Common Stock for future
sale or any exercise of the WAT Warrant, will have on the market price of the
Common Stock Shares prevailing from time to time. Sales of substantial amounts
of Common Stock, or any exercise of the WAT Warrants, or the perception that
such sales or exercise could occur, could adversely affect prevailing market
prices of

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the shares of Common Stock. See "Risk Factors--Absence of Public Market for
Shares; Possible Volitility of Stock Price."

REGISTRATION RIGHTS

The Company and Westfield Holdings will each agree, subject to certain
exceptions (including the exercise of the WAT Warrant), not to (i) sell, grant
any option to purchase or otherwise transfer or dispose of any Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock or
file a registration statement under the Securities Act with respect to the
foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or in part, the economic consequence of ownership of the
Common Stock, for a period of 90 days from the date of this Prospectus, without
the prior written consent of Merrill Lynch. Pursuant to a registration rights
agreement (the "Registration Rights Agreement"), after 36 months from the
closing of the Offerings, Westfield Holdings will have demand registration
rights that would require the Company to promptly effect the registration of
their shares. In addition, the Company has agreed that, upon the request of
Westfield Holdings, it will use its reasonable efforts to have a shelf
registration statement filed after the expiration of such 36-month period
referred to above and declared and kept continuously effective, pursuant to
which Westfield Holdings will be able to sell Common Stock in ordinary course
brokerage or dealer transactions. However, these rights allow the Company to
postpone the filing of a demand registration statement (and an amendment or
supplement to a shelf registration statement) or to suspend the use of any
previously filed registration statement for a reasonable period of time (not to
exceed 60 days) if the Board of Directors determines in good faith that it would
be significantly disadvantageous to the Company and its shareholders for such a
registration statement (or amendment or supplement) to be filed on or before the
date filing otherwise would be required. In addition, if the Company proposes to
register any of its Common Stock, either for its own account or for the account
of other shareholders, the Company is required, with certain exceptions, to
provide the parties to the Registration Rights Agreement with notice of the
registration and to include in such registration all of the shares of Common
Stock requested to be included by such persons. Any exercise of such
registration rights may result in dilution in the interest of the Company's
shareholders, hinder efforts by the Company to arrange future financings of the
Company and/or have an adverse effect on the market price of the Common Stock.

FEDERAL INCOME TAX CONSIDERATIONS

THE FOLLOWING SUMMARY OF MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
REGARDING AN INVESTMENT IN THE COMMON STOCK IS BASED ON CURRENT LAW, IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. THIS DISCUSSION DOES NOT PURPORT
TO DEAL WITH ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO PARTICULAR
INVESTORS IN LIGHT OF THEIR PERSONAL INVESTMENT OR TAX CIRCUMSTANCES, OR, EXCEPT
TO THE EXTENT DISCUSSED UNDER "--TAXATION OF TAX-EXEMPT SHAREHOLDERS" AND
"--TAXATION OF FOREIGN SHAREHOLDERS," TO CERTAIN TYPES OF INVESTORS (INCLUDING
INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS, FINANCIAL INSTITUTIONS OR
BROKER-DEALERS, FOREIGN CORPORATIONS AND PERSONS WHO ARE NOT CITIZENS OR
RESIDENTS OF THE UNITED STATES) THAT ARE SUBJECT TO SPECIAL TREATMENT UNDER THE
FEDERAL INCOME TAX LAWS NOR DOES IT GIVE A DETAILED DISCUSSION OF ANY STATE,
LOCAL OR FOREIGN TAX CONSIDERATIONS.

EACH PROSPECTIVE PURCHASER SHOULD CONSULT WITH ITS TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF THE SHARES AND
OF THE COMPANY'S ELECTION TO BE TAXED AS A REAL ESTATE INVESTMENT TRUST,
INCLUDING THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX
CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION, AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY

GENERAL

The REIT provisions of the Code are highly technical and complex. The
following sets forth the material aspects of the provisions of the Code that
govern the Federal income tax treatment of a REIT and

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its shareholders. This summary is based on current U.S. law, including the
applicable Code provisions, rules and regulations promulgated thereunder, and
administrative and judicial interpretations thereof, all of which are subject to
change which may apply retroactively.

OPINION OF COUNSEL

The Company elected to be taxed as a REIT under the Code, commencing with
its taxable year ending December 31, 1994, and the Company intends to continue
to operate in a manner consistent with such election and all rules with which a
REIT must comply. Skadden, Arps, Slate, Meagher & Flom LLP, will issue an
opinion on or prior to the effectiveness of the Registration Statement that,
commencing with the Company's taxable year ended December 31, 1994, the Company
was organized in conformity with the requirements for qualification as a REIT,
and its planned method of operation, and its actual method of operation from
February 12, 1994 through the date of this Prospectus, will enable it to meet
the requirements for qualification and taxation as a REIT under the Code. In
addition, the Company will qualify as a REIT only if WPI qualifies as a REIT and
satisfies each of the requirements for qualification as a REIT as set forth
below in this section with respect to the Company. WPI will elect to be taxed as
a REIT under the Code commencing with its taxable year ended December 31, 1996,
and WPI intends to continue to operate in a manner consistent with such election
and all rules with which a REIT must comply. Skadden, Arps, Slate, Meagher &
Flom LLP, will issue an opinion on or prior to the effectiveness of the
Registration Statement that, commencing with WPI's taxable year ending December
31, 1996, WPI was organized in conformity with the requirements for
qualification as a REIT, and its planned method of operation, and its actual
method of operation from January 1, 1996 through the date of this Prospectus,
will enable WPI to meet the requirements for qualification and taxation as a
REIT under the Code.

Each of the foregoing opinions will be based and conditioned upon certain
assumptions and representations made by the Company and WPI as of the date of
this Prospectus regarding factual matters. The opinions will be expressed as of
the date of this Prospectus, and Skadden, Arps, Slate, Meagher & Flom LLP will
have no obligation to advise holders of the Shares of any subsequent change in
the matters stated, represented or assumed or any subsequent change in the
applicable law. Moreover, such qualification and taxation as a REIT depends upon
the Company and WPI having met and continuing to meet through, among other
things, actual annual operating results, distribution levels and diversity of
stock ownership, the various qualification tests imposed under the Code as
discussed below, the results of which will not be reviewed by Skadden, Arps,
Slate, Meagher & Flom LLP. Accordingly, no assurance can be given that the
actual results of the Company's and WPI's operations for any particular taxable
year have satisfied or will satisfy such requirements. See "--Failure to
Qualify." An opinion of counsel is not binding on the IRS, and no assurance can
be given that the IRS will not challenge the Company's and WPI's eligibility for
taxation as a REIT.

TAXATION OF THE COMPANY

If the Company continues to qualify for taxation as a REIT, it generally
will not be subject to Federal corporate income tax on its net income that is
currently distributed to shareholders. This treatment substantially eliminates
the "double taxation" (at the corporate and shareholder levels) that generally
results from investment in a corporation. However, the Company will be subject
to Federal income tax as follows: First, the Company will be taxed at regular
corporate rates on any undistributed REIT taxable income, including
undistributed net capital gains. Second, under certain circumstances, the
Company may be subject to the "alternative minimum tax" on its items of tax
preference. Third, if the Company has net income from prohibited transactions
(which are, in general, certain sales or other dispositions of property, other
than certain foreclosure property, held primarily for sale to customers in the
ordinary course of business), such net income will be subject to a 100% tax.
Fourth, if the Company should fail to satisfy the 75% gross income test or the
95% gross income test (as discussed below), but has nonetheless maintained its
qualification as a REIT because certain other requirements have been met, it
will be subject to a 100% tax on an amount equal to (i) the gross income
attributable to the greater of the amount by which the Company fails the 75% or
95% test multiplied by (ii) a fraction intended to reflect the Company's

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profitability. Fifth, if the Company should fail to distribute during each
calendar year at least the sum of (i) 85% of its REIT ordinary income for such
year, (ii) 95% of its REIT capital gain net income for such year, and (iii) any
undistributed taxable income from prior periods, the Company would be subjected
to a 4% excise tax on the excess of such required distribution over the amounts
actually distributed. Sixth, if during the ten-year period beginning on the
first day of the first taxable year for which the Company and WPI each qualified
as a REIT (the "Recognition Period"), the Company or WPI recognizes gain on the
disposition of any property (including, any partnership interest) held by the
Company or WPI or any partnership in which an interest was held as of the
beginning of such Recognition Period, then, to the extent of the excess of (i)
the fair market value of such property as of the beginning of such Recognition
Period over (ii) the adjusted tax basis of the Company or WPI or the
partnerships in such property as of the beginning of such Recognition Period
(the "Built-in Gain"), such gain will be subject to tax at the highest corporate
tax rate pursuant to IRS regulations that have not yet been promulgated.
Seventh, if the Company or WPI acquires any asset from a C corporation (I.E.,
generally a corporation subject to full corporate level tax) in a transaction in
which the adjusted tax basis of the asset in the hands of the Company or WPI is
determined by reference to the adjusted tax basis of the asset (or any other
property) in the hands of the C corporation, and the Company or WPI recognizes
gain on the disposition of such asset during the Recognition Period beginning on
the date on which such asset was acquired by the Company, then, to the extent of
the Built-in Gain, such gains will be subject to tax at the highest regular
corporate tax rate pursuant to IRS regulations that have not yet been
promulgated. In addition, the Company could also be subject to tax in certain
situations and on certain transactions not presently contemplated.

REQUIREMENTS FOR QUALIFICATION

The Code defines a REIT as a corporation, trust or association (i) that is
managed by one or more trustees or directors; (ii) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest; (iii) which would be taxable as a domestic corporation, but
for the special Code provisions applicable to REITs; (iv) that is neither a
financial institution nor an insurance company subject to certain provisions of
the Code; (v) the beneficial ownership of which is held by 100 or more persons;
(vi) in which not more than 50% in value of the outstanding stock is owned,
directly or indirectly, by five or fewer individuals (as defined in the Code to
include certain entities); and (vii) which meets certain other tests described
below (including with respect to the nature of its income and assets). The Code
provides that conditions (i) through (iv) must be met during the entire taxable
year, that condition (v) must be met during at least 335 days of a taxable year
of 12 months, or during a proportionate part of a taxable year of less than 12
months, and that condition (vi) must be met during the last half of each taxable
year. The Company believes that it satisfies all of the conditions, including
conditions (v) and (vi) above. In order to comply with the share ownership tests
described in conditions (v) and (vi) above, the Articles provides certain
restrictions on the transfer of its capital stock to prevent concentration of
stock ownership. These restrictions may not ensure that the Company will, in all
cases, be able to satisfy the share ownership tests set forth above. If the
Company fails to satisfy such requirements, the Company's status as a REIT will
terminate.

To monitor the Company's compliance with the share ownership requirements,
the Company is required to maintain records regarding the actual ownership of
its shares. To do so, the Company must demand written statements each year from
the record holders of certain percentages of its stock in which the record
holders are to disclose the actual owners of the shares (I.E., the persons
required to include in gross income the REIT dividends). A list of those persons
failing or refusing to comply with this demand must be maintained as part of the
Company's records. A shareholder who fails or refuses to comply with the demand
must submit a statement with its U.S. Federal income tax return disclosing the
actual ownership of the shares and certain other information.

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OWNERSHIP OF PARTNERSHIP INTERESTS

In the case of a REIT that is a partner in a partnership, regulations
provide that the REIT is deemed to own its proportionate share of the
partnership's assets and to earn its proportionate share of the partnership's
income. In addition, the assets and gross income of the partnership retain the
same character in the hands of the REIT for purposes of the gross income and
asset tests applicable to REITs as described below. Thus, the Company's
proportionate share of the assets, liabilities and items of income of the
partnership will be treated as assets, liabilities and items of income of the
Company for purposes of applying the REIT requirements described herein. A
summary of certain rules governing the Federal income taxation of partnerships
and their partners is provided below in "--Tax Aspects of the Company's
Investments in Partnerships."

INCOME TESTS

In order to maintain qualification as a REIT, the Company annually must
satisfy three gross income requirements. First, at least 75% of the Company's
gross income (excluding gross income from "prohibited transactions," I.E.,
certain sales of property held primarily for sale to customers in the ordinary
course of business) for each taxable year must be derived directly or indirectly
from investments relating to real property or mortgages on real property
(including "rents from real property" and, in certain circumstances, interest)
or from certain types of temporary investments. Second, at least 95% of the
Company's gross income (excluding gross income from prohibited transactions) for
each taxable year must be derived from such real property investments, and from
other dividends, interest and gain from the sale or disposition of stock or
securities (or from any combination of the foregoing). Third, short-term gain
from the sale or other disposition of stock or securities, gain from certain
sales of property held primarily for sale, and gain on the sale or other
disposition of real property held for less than four years (apart from
involuntary conversions and sales of foreclosure property) must, in the
aggregate, represent less than 30% of the Company's gross income for each
taxable year.

Rents received by the Company directly, through partnerships in which it has
a direct or indirect ownership interest (collectively, the "Partnerships"), or
through its wholly-owned subsidiary corporations ("qualified REIT subsidiaries,"
as described below) will qualify as "rents from real property" in satisfying the
gross income requirements described above, only if several conditions are met,
including the following. If rent attributable to personal property leased in
connection with a lease of real property is greater than 15% of the total rent
received under the lease, then the portion of rent attributable to such personal
property will not qualify as "rents from real property." Moreover, for rents
received to qualify as "rents from real property," the REIT generally must not
operate or manage the property or furnish or render services to the tenants of
such property, other than through an "independent contractor" from which the
REIT derives no revenue. However, the Company (or its affiliates) are permitted
to, and do directly perform services that are "usually or customarily rendered"
in connection with the rental of space for occupancy only and are not otherwise
considered rendered to the occupant of the property. Because certain Centers are
managed by third parties, the ability to treat amounts from such property as
"rents from real property" will be dependent on the actions of others and will
not be within the control of the Company. In addition, the Company generally may
not and will not charge rent that is based in whole or in part on the income or
profits of any person (except by reason of being based on a percentage of the
tenant's gross receipts or sales). Finally, rents derived from tenants that are
at least 10% owned, directly or constructively, by the Company or WPI do not
qualify as "rents from real property" for purposes of the gross income
requirements. While the Company regularly attempts to monitor such requirements,
no assurance can be given that the Company will not realize income that does not
qualify as "rents from real property," and that such amounts when combined with
other nonqualifying income, may exceed 5% of the Company's taxable income and
thus disqualify the Company as a REIT.

The Company has derived and continues to derive income from certain sources
that are not described above and that generally do not constitute qualifying
income for purposes of the gross income requirements. While no assurance can be
given that the IRS would not successfully assert otherwise, the Company

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believes that the aggregate amount of such income in any taxable year will not
exceed the limits on non-qualifying income under the gross income tests.

If the Company fails to satisfy one or both of the 75% or 95% gross income
tests (though not the 30% gross income test) for any taxable year, it may
nevertheless qualify as a REIT for such year if it is entitled to relief under
certain provisions of the Code. These relief provisions will be generally
available if the Company's failure to meet such tests was due to reasonable
cause and not due to willful neglect, the Company attaches a schedule of the
sources of its income to its return, and any incorrect information on the
schedule was not due to fraud with intent to evade tax. It is not possible,
however, to state whether in all circumstances the Company would be entitled to
the benefit of these relief provisions. If these relief provisions are
inapplicable to a particular set of circumstances involving the Company, the
Company will not qualify as a REIT. As discussed above in "--General," even
where these relief provisions apply, a tax is imposed with respect to the excess
of the actual amount of non-qualifying income over the amount permitted under
the gross income tests.

ASSET TESTS

The Company, at the close of each quarter of its taxable year, must also
satisfy three tests relating to the nature of its assets. First, at least 75% of
the value of the Company's total assets must be represented by real estate
assets (including its allocable share of real estate assets held by the
Partnerships), stock in other REITs (such as WPI), stock or debt instruments
held for not more than one year purchased with the proceeds of a stock offering
or long-term (at least five years) debt offering of the Company, cash, cash
items and U.S. government securities. Second, not more than 25% of the Company's
total assets may be represented by securities other than those in the 75% asset
class. Third, of the investments included in the 25% asset class, the value of
any one issuer's securities owned by the Company may not exceed 5% of the value
of the Company's total assets, and the Company may not own more than 10% of any
one issuer's outstanding voting securities.

The Company's indirect interests in certain of the Partnerships and certain
properties are held through wholly owned corporate subsidiaries of the Company
organized and operated as "qualified REIT subsidiaries" within the meaning of
the Code. Qualified REIT subsidiaries are not treated as separate entities from
their parent REIT for Federal income tax purposes. Instead, all assets,
liabilities and items of income, deduction and credit of each qualified REIT
subsidiary are treated as assets, liabilities and items of the Company. Each
qualified REIT subsidiary therefore will not be subject to Federal corporate
income taxation, although it may be subject to state or local taxation.

In addition, the Company's ownership of stock of each qualified REIT
subsidiary and its interest in the Partnerships do not violate either the 5%
value restriction or the restriction against ownership of more than 10% of the
voting securities of any issuer. Similarly, the ownership by the Company of any
other REIT (such as WPI) will not violate these restrictions.

WESTFIELD HOLDINGS WARRANTS

ASSET AND INCOME TESTS. The Westfield Holdings Warrants will be treated as
assets that fall within the 25% asset class for purposes of determining the
Company's compliance with the REIT asset tests discussed above. See "--Taxation
of the Company--Asset Tests." Accordingly, the value of the Westfield Holdings
Warrants owned by the Company generally may not exceed 5% of the Company's gross
assets ("Total Assets"), as determined in accordance with GAAP. The Company
believes that the value of the Westfield Holdings Warrants will not constitute
more than 5% of the Total Assets on the date such warrants are received by the
Company. Although the Total Assets must be revalued for purposes of the 5% asset
test at the end of any quarter in which a security is acquired, Treasury
regulations provide that the Company is not required to perform such a
revaluation at the end of any quarter during which there has been no acquisition
of a security, since the mere change in market value of a security held by the
Company will not, of itself, affect the status of the Company as a REIT. Thus,
although it is possible that subsequent fluctuations in the value of the
Westfield Holdings Warrants, the Total Assets, or both, could cause the value of
such warrants to exceed 5% of the Total Assets, such fluctuations should not
cause the Company to fail the 5% asset test in the absence of an acquisition of
additional securities of Westfield Holdings by the Company during such quarter.
In addition, the Company's ability to realize upon the value of the Westfield
Holdings Warrants may, above certain thresholds, be limited by the REIT gross
income tests.

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EXERCISE OF WARRANTS.

It is possible that on the exercise date, the value of the shares of
Westfield Holdings Limited which the Company is entitled to receive upon
exercise of the Westfield Holdings Warrants would constitute more than 5% of the
Total Assets if such warrants were exercised in full. Because the exercise of
the Westfield Holdings Warrants will constitute the acquisition of Westfield
Holdings Limited shares, and such an exercise will necessitate a revaluation of
the Total Assets for purposes of determining the Company's compliance with the
5% asset test, the terms of the Westfield Holdings Warrants provide the Company
with the right to exercise such warrants in whole or in part. The Company will
not retain the shares of Westfield Holdings Limited to the extent that the
Company determines that retention would cause the Company to violate the 5%
asset test. The Company's ability to sell such shares also may be limited by the
REIT gross income tests. Except as described below, no gain or loss will be
recognized by the Company upon exercise of the Westfield Holdings Warrants for
ordinary shares of Westfield Holdings Limited. The Company's adjusted tax basis
in the Westfield Holdings Limited shares received upon exercise will equal the
sum of the Company's adjusted tax basis in the Westfield Holdings Warrants
immediately prior to exercise plus the exercise price paid by the Company.

Pursuant to the terms of the Westfield Holdings Warrants agreement, the
Company has the right to elect to exercise the option without making a cash
payment of the exercise price (a "Cashless Exercise"), in which event the
Company would be entitled to receive, at the option of Westfield Holdings
Limited, either the number of Westfield Holdings Limited ordinary shares equal
in value to, or cash in an amount equal to, the amount by which the then market
price of the ordinary shares of Westfield Holdings Limited exeeds the exercise
price of such options. If upon a Cashless Exercise, Westfield Holdings Limited
pays cash to the Company in lieu of issuing Westfield Holdings Limited shares,
the Company will recognize gain or loss equal to the difference between the
amount of cash received and the Company's adjusted tax basis in the Westfield
Holdings Warrants exercised. Any such gain or loss should be long-term capital
gain or loss.

The tax consequences of such a Cashless Exercise is uncertain where the
Company receives shares of Westfield Holdings Limited upon exercise. There is no
authority directly on point, and several alternative characterizations of the
Cashless Exercise are possible, including characterizations that could result in
short-term capital gains or dividend treatment.

LAPSE OF WARRANTS. The lapse or expiration without exercise of the
Westfield Holdings Warrants generally will result in a capital loss to the
Company equal to the Company's tax basis in such warrants (discussed above), and
this capital loss will be a long-term capital loss if the holding period with
respect to such warrants is more than one year.

BASIS AND HOLDING PERIOD OF WESTFIELD HOLDINGS LIMITED SHARES. Except in
the case where the Company makes a Cashless Exercise, (i) the Company's tax
basis in Westfield Holdings Limited shares received upon exercise of a Westfield
Holdings Warrant will equal the sum of the Company's tax basis in the exercised
warrants plus the cash paid upon exercise, and (ii) the holding period for
Westfield Holdings Limited shares received upon exercise of a Westfield Holdings
Warrant will begin on the date the warrant is exercised and will not include the
period during which the warrant was held.

As discussed above, the tax consequences to the Company of making a Cashless
Exercise (including the tax basis of Westfield Holdings Limited shares received
upon exercise) are uncertain. If, for example, a Cashless Exercise is treated as
if the withheld Westfield Holdings Limited shares are constructively issued and
then immediately redeemed for cash, as described above, then the adjusted tax
basis in the Westfield Holdings Limited shares actually received generally would
equal the sum of the Company's tax basis in the exercised warrants that is
allocable to the Westfield Holdings Limited shares actually received plus the
exercise price deemed paid in respect of such Westfield Holdings Limited shares
actually received.

ADJUSTMENTS TO THE WESTFIELD HOLDINGS WARRANTS. Pursuant to the terms of
the Westfield Holdings Warrants, the Exercise Price and the number of Westfield
Holdings Limited ordinary shares purchasable upon exercise of the Westfield
Holdings Warrants is subject to adjustments from time to time upon the
occurrence of specified events. These adjustments should not be treated as a
taxable exchange of the

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Westfield Holdings Warrants to the extent such adjustments are pursuant to the
original terms of the warrants. However, under certain circumstances, a change
in conversion ratio or any transaction having a similar effect on the interest
of the Company may be treated as a taxable distribution with if the Company's
proportionate interest in the earnings and profits of Westfield Holdings Limited
is increased by such change or transaction (even though no cash is received).

AUSTRALIAN WITHHOLDING TAX ON DIVIDENDS. Under the income tax convention
presently in force between Australia and the United States, dividends paid on
any Westfield Holdings Limited shares held by the Company may be subject to a
15% Australian withholding tax.

ANNUAL DISTRIBUTION REQUIREMENTS

In order to qualify as a REIT, the Company is required to distribute
dividends (other than capital gain dividends) to its shareholders in an amount
at least equal to (i) the sum of (a) 95% of the Company's "REIT taxable income"
(computed without regard to the dividends paid deduction and the Company's net
capital gain) and (b) 95% of the net income (after tax), if any, from
foreclosure property, minus (ii) the sum of certain items of noncash income.
Such distributions must be paid in the taxable year to which they relate, or in
the following taxable year if declared before the Company timely files its tax
return for such year and if paid with or before the first regular dividend
payment after such declaration. To the extent that the Company does not
distribute all of its net capital gain or distributes at least 95%, but less
than 100%, of its "REIT taxable income," as adjusted, it will be subject to tax
thereon at the capital gains or ordinary corporate tax rates, as the case may
be. Furthermore, if the Company should fail to distribute during each calendar
year at least the sum of (i) 85% of its REIT ordinary income for such year, (ii)
95% of its REIT capital gain income for such year, and (iii) any undistributed
taxable income from prior periods, the Company would be subject to a 4% excise
tax on the excess of such required distribution over the amounts actually
distributed. The Company believes that it has made, and intends to make, timely
distributions sufficient to satisfy this annual distribution requirement.

It is possible that the Company, from time to time, may not have sufficient
cash or other liquid assets to meet the 95% distribution requirement due to
timing differences between (i) the actual receipt of income and actual payment
of deductible expenses and (ii) the inclusion of such income and deduction of
such expenses in arriving at the Company's REIT taxable income. In the event
that such timing differences occur, in order to meet the 95% distribution
requirement, the Company may find it necessary to arrange for short-term, or
possibly long-term, borrowings (on terms that may not be favorable to the
Company) or to pay dividends in the form of taxable distributions of property.

Under certain circumstances, the Code permits the Company to rectify a
failure to meet the distribution requirement for a year by paying "deficiency
dividends" to shareholders in a later year, which may be included in the
Company's deduction for dividends paid for the earlier year. Thus, the Company
may avoid being taxed on amounts distributed as deficiency dividends. The
Company would, however, be required to pay interest based on the amount of any
deduction taken for deficiency dividends.

ABSENCE OF EARNINGS AND PROFITS

The Code provides that, in the case of a corporation such as the Company
that was formerly a taxable C corporation, it may qualify as a REIT for a
taxable year only if, as of the close of the such year, it has no "earnings and
profits" accumulated in any non-REIT year. This requirement applies to each of
the Company and WPI. The Company and its former owners retained independent
certified public accountants to determine the Company's earnings and profits as
of February 11, 1994 (and, December 31, 1994) for purposes of the distribution
requirement. The determination by the independent certified public accountants
was based upon the Company's tax returns as filed with the IRS and other
assumptions and qualifications set forth in the reports issued by such
accountants. Based upon a report of certified public accountants, the Company
also believes that WPI has satisfied this requirement.

Any adjustments to the Company's or WPI's taxable income for taxable years
ending on or before the effective date of their respective REIT election,
including as a result of an examination of its returns by the

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IRS, could affect the calculation of their respective earnings and profits as of
the appropriate measurement date. Furthermore, the determination of earnings and
profits requires the resolution of certain technical tax issues with respect to
which there is no authority directly on point and, consequently, the proper
treatment of these issues for earnings and profits purposes is not free from
doubt. There can be no assurance that the IRS will not examine the tax returns
of the Company or WPI for prior years and propose adjustments to increase its
taxable income. In this regard, the IRS can consider all taxable years of a
corporation as open for review for purposes of determining the amount of such
earnings and profits.

FAILURE TO QUALIFY

If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to shareholders in any year in which the
Company fails to qualify will not be deductible by the Company nor will they be
required to be made. In such event, to the extent of current and accumulated
earnings and profits, all distributions to shareholders will be taxable as
ordinary income, and, subject to certain limitations of the Code, corporate
distributees may be eligible for the dividends received deduction. Unless
entitled to relief under specific statutory provisions, the Company will also be
disqualified from taxation as a REIT for the four taxable years following the
year during which qualification was lost. It is not possible to state whether in
all circumstances the Company would be entitled to such statutory relief. In
addition, a recent Federal budget proposal contains language which, if enacted
in its present form, would result in the immediate taxation of all gain inherent
in a C corporation's assets upon an election by the corporation to become a
REIT, and thus would effectively preclude the Company from re-electing REIT
status following a termination of its REIT qualification.

TAX ASPECTS OF THE COMPANY'S INVESTMENTS IN PARTNERSHIPS

GENERAL

Certain of the Company's investments are held indirectly through the
partnerships. In general, partnerships are "pass-through" entities that are not
subject to Federal income tax. Rather, partners are allocated their
proportionate shares of the items of income, gain, loss, deduction and credit of
a partnership, and are potentially subject to tax thereon, without regard to
whether the partners receive a distribution from the partnership. The Company
will include in its income its proportionate share of the foregoing partnership
items for purposes of the various REIT income tests and in the computation of
its REIT taxable income. Moreover, for purposes of the REIT asset tests, the
Company will include its proportionate share of assets held by such
partnerships. See "--Taxation of the Company--Ownership of Partnership
Interests."

ENTITY CLASSIFICATION

The Company's direct and indirect investment in partnerships involves
special tax considerations, including the possibility of a challenge by the IRS
of the status of any of the partnerships as a partnership (as opposed to an
association taxable as a corporation) for Federal income tax purposes. If
certain of these entities were treated as an association for Federal income tax
purposes, it would be taxable as a corporation and therefore subject to an
entity-level tax on its income. In such a situation, the character of the
Company's assets and items of gross income would change, which could preclude
the Company from satisfying the asset tests and/or the income tests (see
"--Taxation of the Company--Asset Tests" and "--Taxation of the Company--Income
Tests"), and in turn could prevent the Company from qualifying as a REIT. See
"--Taxation of the Company--Failure to Qualify" above for a discussion of the
effect of the Company's failure to meet such tests for a taxable year. In
addition, any change in the status of any of the partnerships for tax purposes
might be treated as a taxable event, in which case the Company might incur a tax
liability without any related cash distributions.

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TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES

Pursuant to the Code and the regulations thereunder, income, gain, loss and
deduction attributable to appreciated or depreciated property that is
contributed to a partnership in exchange for an interest in the partnership must
be allocated in a manner such that the contributing partner is charged with, or
benefits from, respectively, the unrealized gain or unrealized loss associated
with the property at the time of the contribution. The amount of such unrealized
gain or unrealized loss is generally equal to the difference between the fair
market value of contributed property at the time of contribution, and the
adjusted tax basis of such property at the time of contribution (a "Book-Tax
Difference"). Such allocations are solely for Federal income tax purposes and do
not affect the book capital accounts or other economic or legal arrangements
among the partners. Where a partner contributes cash to a partnership that holds
appreciated property, the Treasury regulations provide for a similar allocation
of such items to the other partners. These rules would apply to the contribution
by the Company to an existing partnership of the cash proceeds received in any
offerings of its stock.

With respect to any property purchased or to be purchased by any of the
partnerships (other than through the issuance of partnership units), such
property will initially have a tax basis equal to its fair market value and the
special allocation provisions described above will not apply.

SALE OF THE PROPERTIES

The Company's share of any gain realized by any partnership, in which it
holds a direct or indirect interest, on the sale of any property held as
inventory or primarily for sale to customers in the ordinary course of business
will be treated as income from a prohibited transaction that is subject to a
100% penalty tax. See "--Requirements for Qualification--Income Tests." Such
prohibited transaction income may also have an adverse effect on the Company's
ability to satisfy the income tests for status as a REIT. Under existing law,
whether property is held as inventory or primarily for sale to customers in the
ordinary course of a partnership's trade or business is a question of fact that
depends on all the facts and circumstances with respect to the particular
transaction. The Company intends to hold its interests in the subject
partnerships, and such partnerships intend to hold their properties for
investment with a view to long-term appreciation, to engage in the business of
acquiring, developing, owning, and operating the properties and to make such
occasional sales of the properties, including peripheral land, as are consistent
with the Company's investment objectives. Accordingly, the Company believes that
its interests in the subject partnerships, and such partnerships' interests in
the properties will not be treated as inventory or as property held primarily
for sale to customers in the ordinary course of a trade or business.

TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS

As long as the Company qualifies as a REIT, distributions made to the
Company's taxable domestic shareholders out of current or accumulated earnings
and profits (and not designated as capital gain dividends) will be taken into
account by them as ordinary income and will not be eligible for the dividends
received deduction for corporations. Distributions that are designated as
capital gain dividends will be taxed as long-term capital gain (to the extent
that they do not exceed the Company's actual net capital gain for the taxable
year) without regard to the period for which the shareholder has held its stock.
However, corporate shareholders may be required to treat up to 20% of certain
capital gain dividends as ordinary income.

Distributions in excess of current and accumulated earnings and profits will
not be taxable to a shareholder to the extent that they do not exceed the
adjusted tax basis of the shareholder's shares, but rather will reduce the
adjusted tax basis of such shares. To the extent that such distributions exceed
the adjusted tax basis of a shareholder's shares, they will be included in
income as long-term capital gain (or short-term capital gain if the shares have
been held for one year or less) provided that the shares are a capital asset in
the hands of the shareholder. In addition, any dividend declared by the Company
in October, November or December of any year and payable to a shareholder of
record on a specified date in any such month shall be treated as both paid by
the Company and received by the shareholder on

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December 31 of such year, provided that the dividend is actually paid by the
Company during January of the following calendar year. Shareholders may not
include in their individual income tax returns any net operating losses or
capital losses of the Company.

In general, any loss upon a sale or exchange of shares by a shareholder who
has held such shares for six months or less (after applying certain holding
period rules) will be treated as a long-term capital loss to the extent that
distributions from the Company are required to be treated by such shareholder as
long-term capital gain.

TAXATION OF TAX-EXEMPT SHAREHOLDERS

Based upon a published ruling by the IRS, distributions by the Company to a
shareholder that is a tax-exempt entity will not constitute "unrelated business
taxable income" ("UBTI"), provided that the tax-exempt entity has not financed
the acquisition of its shares with "acquisition indebtedness" within the meaning
of the Code and the shares are not otherwise used in an unrelated trade or
business of the tax-exempt entity.

Notwithstanding the preceding paragraph, however, a portion of the dividends
paid by the Company may be treated as UBTI to certain U.S. private pension
trusts if the Company is treated as a "pension-held REIT." The Company is not,
and does not expect to become, a "pension-held REIT." If the Company were to
become a pension-held REIT, these rules generally would only apply to certain
U.S. pension trusts that hold more than 10% of the Company's stock.

TAXATION OF FOREIGN SHAREHOLDERS

The following is a discussion of certain anticipated U.S. Federal income and
estate tax consequences of the ownership and disposition of the Company's stock
applicable to Non-U.S. Holders of such stock. A "Non-U.S. Holder" is any person
other than (i) a citizen or resident of the United States, (ii) a corporation or
partnership created or organized in the United States or under the laws of the
United States or of any state thereof, or (iii) an estate or trust whose income
is includable in gross income for U.S. Federal income tax purposes regardless of
its source. The discussion is based on current law and is for general
information only. The discussion addresses only certain and not all aspects of
U.S. Federal income and estate taxation.

ORDINARY DIVIDENDS

The portion of dividends received by Non-U.S. Holders payable out of the
Company's earnings and profits which are not attributable to capital gains of
the Company and which are not effectively connected with a U.S. trade or
business of the Non-U.S. Holder will be subject to U.S. withholding tax at the
rate of 30% (or lower rate, if so provided by an applicable income tax treaty).
In general, Non-U.S. Holders will not be considered engaged in a U.S. trade or
business solely as a result of their ownership of stock of the Company. In cases
where the dividend income from a Non-U.S. Holder's investment in stock of the
Company is (or is treated as) effectively connected with the Non-U.S. Holder's
conduct of a U.S. trade or business, the Non-U.S. Holder generally will be
subject to U.S. tax at graduated rates, in the same manner as U.S. shareholders
are taxed with respect to such dividends (and may also be subject to the 30%
branch profits tax in the case of a Non-U.S. Holder that is a foreign
corporation).

NON-DIVIDEND DISTRIBUTIONS

Distributions by the Company to a Non-U.S. Holder who holds 5% or less of
the Common Stock (after application of certain constructive ownership rules)
which are not dividends out of the earnings and profits of the Company will not
be subject to U.S. income or withholding tax. If it cannot be determined at the
time a distribution is made whether or not such distribution will be in excess
of current and accumulated earnings and profits, the distribution will be
subject to withholding at the rate applicable to dividends. However, the
Non-U.S. Holder may seek a refund of such amounts from the IRS if it is
subsequently determined that such distribution was, in fact, in excess of
current and accumulated earnings and profits of the Company.

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CAPITAL GAIN DIVIDENDS

Under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), a
distribution made by the Company to a Non-U.S. Holder, to the extent
attributable to gains from dispositions of United States Real Property Interests
("USRPIs") such as the properties beneficially owned by the Company ("USRPI
Capital Gains"), will be considered to be income effectively connected with a
U.S. trade or business of the Non-U.S. Holder and subject to U.S. income tax at
the rate applicable to U.S. individuals or corporations, without regard to
whether such distribution is designated as a capital gain dividend. In addition,
the Company will be required to withhold tax equal to 35% of the amount of
dividends to the extent such dividends constitute USRPI Capital Gains.
Distributions subject to FIRPTA may also be subject to a 30% branch profits tax
in the hands of a foreign corporate shareholder that is not entitled to treaty
exemption.

DISPOSITION OF STOCK OF THE COMPANY

Unless the Company's stock constitutes a USRPI, a sale of such stock by a
Non-U.S. Holder generally will not be subject to U.S. taxation under FIRPTA. The
stock will not constitute a USRPI if the Company is a "domestically controlled
REIT." A domestically controlled REIT is a REIT in which, at all times during a
specified testing period, less than 50% in value of its shares is held directly
or indirectly by Non-U.S. Holders. Immediately following the Offerings, the
Company will not be a domestically controlled REIT. A Non-U.S. Holder's sale of
stock generally nevertheless will not be subject to tax under FIRPTA as a sale
of a USRPI provided that (i) the stock is "regularly traded" (as defined by
applicable Treasury regulations) on an established securities market (e.g., the
NYSE, on which the regularly traded Common Stock will be listed) and (ii) the
selling Non-U.S. Holder (after application of certain constructive ownership
rules) held 5% or less of the Company's outstanding stock at all times during a
specified testing period.

If gain on the sale of stock of the Company were subject to taxation under
FIRPTA, the Non-U.S. Holder would be subject to the same treatment as a U.S.
shareholder with respect to such gain (subject to applicable alternative minimum
tax and a special alternative minimum tax in the case of nonresident alien
individuals) and the purchaser of the stock could be required to withhold 10% of
the purchase price and remit such amount to the IRS.

Capital gains not subject to FIRPTA will nonetheless be taxable in the
United States to a Non-U.S. Holder in two cases: (i) if the Non-U.S. Holder's
investment in the stock of the Company is effectively connected with a U.S.
trade or business conducted by such Non-U.S. holder, the Non-U.S. Holder will be
subject to the same treatment as a U.S. shareholder with respect to such gain,
or (ii) if the Non-U.S. Holder is a nonresident alien individual who was present
in the United States for 183 days or more during the taxable year and has a "tax
home" in the United States, the nonresident alien individual will be subject to
a 30% tax on the individual's capital gain.

ESTATE TAX

Stock of the Company owned or treated as owned by an individual who is not a
citizen or resident (as specially defined for U.S. Federal estate tax purposes)
of the United States at the time of death will be includable in the individual's
gross estate for U.S. Federal estate tax purposes, unless an applicable estate
tax treaty provides otherwise. Such individual's estate may be subject to U.S.
Federal estate tax on the property includable in the estate for U.S. Federal
estate tax purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING

U.S. SHAREHOLDERS

The Company will report to the U.S. Shareholders and the IRS the amount of
distributions paid during each calendar year and the amount of tax withheld, if
any. Under the backup withholding rules, a U.S. Shareholder may be subject to
backup withholding at the rate of 31% with respect to distributions paid unless
such holder (i) is a corporation or comes within certain other exempt categories
and, when

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required, demonstrates this fact, or (ii) provides a taxpayer identification
number, certifies as to no loss of exemption from backup withholding, and
otherwise complies with applicable requirements of the backup withholding rules.
A U.S. Shareholder that does not provide the Company with his correct taxpayer
identification number may also be subject to penalties imposed by the IRS. Any
amount paid as backup withholding will be creditable against the U.S.
Shareholder's income tax liability. In addition, the Company may be required to
withhold a portion of capital gain distributions to any U.S. Shareholders who
fail to certify their nonforeign status to the Company. See "Federal Income Tax
Considerations--Taxation of Foreign Shareholders."

FOREIGN SHAREHOLDERS

The Company must report annually to the IRS and to each Non-U.S. Holder the
amount of dividends (including any capital gain dividends) paid to, and the tax
withheld with respect to, such Non-U.S. Holder. These reporting requirements
apply regardless of whether withholding was reduced or eliminated by an
applicable tax treaty. Copies of these returns may also be made available under
the provisions of a specific treaty or agreement with the tax authorities in the
country in which the Non-U.S. Holder resides.

U.S. backup withholding (which generally is imposed at the rate of 31% on
certain payments to persons that fail to furnish the information required under
the U.S. information reporting requirements) and information reporting generally
will not apply to dividends (including any capital gain dividends) paid on stock
of the Company to a Non-U.S. Holder at an address outside the United States.

The payment of the proceeds from the disposition of stock of the Company to
or through a U.S. office of a broker will be subject to information reporting
and backup withholding unless the owner, under penalties of perjury, certifies,
among other things, its status as a Non-U.S. Holder, or otherwise establishes an
exemption. The payment of the proceeds from the disposition of stock to or
through a non-U.S. office of a non-U.S. broker generally will not be subject to
backup withholding and information reporting.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the Non-U.S.
Holder's U.S. Federal income tax liability, provided that the required
information is furnished to the IRS.

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These information reporting and backup withholding rules are under review by
the U.S. Treasury and their application to the Common Stock could be changed by
future regulations. On April 15, 1996, the IRS issued proposed Treasury
Regulations concerning the withholding of tax and reporting for certain amounts
paid to non-resident individuals and foreign corporations. The proposed Treasury
Regulations, if adopted in their present form, would be effective for payments
made after December 31, 1997. Prospective purchasers should consult their tax
advisors concerning the potential adoption of such proposed Treasury Regulations
and the potential effect on their ownership of Common Stock.

OTHER TAX CONSEQUENCES

POSSIBLE LEGISLATIVE OR OTHER ACTIONS AFFECTING TAX CONSEQUENCES

Prospective investors should recognize that the present Federal income tax
treatment of an investment in the Company may be modified by legislative,
judicial or administrative action at any time, and that any such action may
affect investments and commitments previously made. The rules dealing with
Federal income taxation are constantly under review by persons involved in the
legislative process and by the IRS and the U.S. Treasury Department, resulting
in revisions of regulations and revised interpretations of established concepts
as well as statutory changes. Revisions in Federal tax laws and interpretations
thereof could adversely affect the tax consequences of an investment in the
Company. For example, a recent Federal budget proposal contains language which,
if enacted in its present form, would result in the immediate taxation of all
gain inherent in a C corporation's assets upon an election by the corporation to
become a REIT, and thus would effectively preclude the Company from re-electing
REIT status following a termination of its REIT qualification.

STATE AND LOCAL TAXES

The Company and its shareholders may be subject to state or local income and
other taxation in various state or local jurisdictions, including those in which
it or they transact business or reside. The state and local tax treatment of the
Company and its shareholders may not conform to the Federal income tax
consequences discussed above. Consequently, prospective shareholders should
consult their own tax advisors regarding the effect of state and local tax laws
on an investment in the Company.

ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing, retirement or other employee
benefit plan (the "Plan") subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") should consider the fiduciary standards under
ERISA in the context of the Plan's particular circumstances before authorizing
an investment in the Shares. Among other factors, the fiduciary should consider
whether such an investment is in accordance with the documents governing the
Plan and whether an investment is appropriate for the Plan in view of its
overall investment policy and the composition and diversification of its
portfolio. Other provisions of ERISA and the Code prohibit an employee benefit
plan from engaging in certain transactions involving "Plan assets" with parties
which are "parties in interest" under ERISA or "disqualified persons" under the
Code with respect to the Plan. Therefore, a fiduciary of a Plan should also
consider whether an investment in the Shares might constitute or give rise to a
prohibited transaction under ERISA and the Code.

If the assets of the Company were deemed to be Plan assets of employee
benefit Plans that are shareholders, the Plan's investment in the Shares might
be deemed to constitute a delegation under ERISA of the duty to manage Plan
assets by a fiduciary investing in Shares, and certain transactions involving
the operation of the Company might be deemed to constitute prohibited
transactions under ERISA and the Code.

The U.S. Department of Labor (the "DOL") has issued a final regulation with
regard to whether the underlying assets of an entity in which employee benefit
plans acquire equity interests would be deemed to be Plan assets. The regulation
provides that the underlying assets of an entity will not be considered to be
Plan assets if the equity interests acquired by employee benefit plans are
"publicly-offered securities" that

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is, they are (i) widely held (I.E., owned by more than 100 investors), (ii)
freely transferable and (iii) sold as part of an offering pursuant to an
effective registration statement under the Securities Act and then timely
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended. It is expected that the Shares will meet the criteria of
"publicly-offered securities" above. The Underwriters expect (although no
assurances can be given) that the Shares will be held by at least 100
independent investors at the conclusion of the Offerings; except as discussed in
"Description of Capital Stock--Restrictions on Transfer and Excess Shares,"
there are no restrictions imposed on the transfer of the Shares and the Shares
will be sold as part of an offering pursuant to an effective registration
statement under the Securities Act, and then will be timely registered under the
Securities Exchange Act of 1934, as amended.

Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is important that an employee benefit
plan considering the purchase of Shares consult with its counsel regarding the
consequences under ERISA of the acquisition and ownership of Shares. Employee
benefit plans which are governmental plans (as defined in Section 3(32) of
ERISA) and certain church plans (as defined in Section 3(33) of ERISA) generally
are not subject to ERISA requirements. Individual retirement accounts and
certain employee benefit plans of self-employed individuals are subject to the
prohibited transaction provisions of the Code but not ERISA's fiduciary
standards.

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UNDERWRITING

The underwriters named below (the "U.S. Underwriters"), acting through their
respective representatives, Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Dean Witter Reynolds Inc., Furman Selz LLC, Goldman, Sachs &
Co. and Prudential Securities Incorporated (collectively, the "U.S.
Representatives" and, together with the International Representatives, the
"Representatives"), have severally agreed, subject to the terms and conditions
contained in a U.S. purchase agreement relating to the Common Stock (the "U.S.
Purchase Agreement") and concurrently with the sale of shares of Common
Stock to certain underwriters outside the United States and Canada (the
"International Managers" and, together with the U.S. Underwriters, the
"Underwriters"), to purchase from the Company the number of shares of Common
Stock set forth opposite their respective names below. Under certain
circumstances, the commitments of certain non-defaulting U.S. Underwriters or
International Managers may be increased.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
-----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................................................
Dean Witter Reynolds Inc. ...................................................................
Furman Selz LLC..............................................................................
Goldman, Sachs & Co. ........................................................................
Prudential Securities Incorporated...........................................................
-----------
Total..............................................................................
-----------
-----------
</TABLE>

The Company has also entered into a purchase agreement (the "International
Purchase Agreement") with the International Managers. Subject to the terms and
conditions set forth in the International Purchase Agreement, and concurrently
with the sale of shares of Common Stock to the U.S. Underwriters pursuant
to the U.S. Purchase Agreement, the Company has agreed to sell to the
International Managers, and the International Managers have severally agreed to
purchase from the Company, an aggregate of shares of Common Stock. The
initial public offering price per share of the Common Stock and the total
underwriting discount per share of the Common Stock are identical under the U.S.
Purchase Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
U.S. Underwriters and the International Managers, respectively, have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Common Stock being sold pursuant to each such Purchase Agreement if
any of such shares of Common Stock being sold pursuant to each such Purchase
Agreement are purchased. The closings with respect to the sale of the shares to
be purchased by the U.S. Underwriters and the International Managers are
conditioned upon one another.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and the International Managers are permitted to
sell shares of Common Stock to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the terms of the Intersyndicate Agreement, the U.S. Underwriters and any
dealer to whom they sell shares of Common Stock will not offer to sell or sell
shares of Common Stock to persons who are non-United States or non-Canadian
persons or to persons they believe intend to resell to persons who are
non-United States or non-Canadian persons, and the International Managers and
any dealer to whom they sell shares of Common Stock will not offer to sell or
sell shares of Common Stock to United States or Canadian persons or to persons
they believe intend to resell to persons who are United States or Canadian
persons, except in each case for transactions pursuant to the Intersyndicate
Agreement.

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The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock to the public at the
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
U.S. Underwriters may allow, and such dealers may reallow, a discount not in
excess of $ per share on sales to certain other dealers. After the public
offering, the initial offering price, the concession and discount may be
changed.

The Company has granted to the U.S. Underwriters an option exercisable for a
period of 30 days from the date of this Prospectus to purchase up to an
additional shares of Common Stock to cover over-allotments, if any, at the
initial offering price less the underwriting discount. If the U.S. Underwriters
exercise this option, each U.S. Underwriter will have a firm commitment, subject
to certain conditions, to purchase approximately the same percentage thereof
which the number of shares of Common Stock to be purchased by it shown in the
foregoing table bears to the shares of Common Stock initially offered hereby.

In the Purchase Agreements, the Company has agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make in respect thereof.

The Underwriters have informed the Company that the Underwriters do not
intend to confirm sales accounts over which they exercise discretionary
authority in excess of 5%.

Prior to the Offerings, there has been no public market for the Common
Stock. WAT units, however, have been traded on the ASX since July 1996. The
initial public offering price has been determined by negotiations among the
Company and the Underwriters. Among the factors considered in such negotiations,
in addition to the prevailing market conditions in the equity securities market,
the price at which the WAT units have been traded on the ASX, dividend yields,
price-earnings ratios and price-Funds from Operations ratios of publicly traded
REITs that the Company and the Underwriters believe to be comparable to the
Company, an assessment of the recent results of the operations of the Company
(which are based on the results of the operations of the Properties), estimates
of the future prospects of the Company, the present state of the Company's
development projects, the current state of the real estate markets in the
geographic area in which the Company operates and the economics of the Company's
principal markets as a whole. The initial public offering price set forth on the
cover page of this Prospectus should not, however, be considered as indication
of the actual value of the Common Stock. Such price is subject to change as a
result of market conditions and other factors. There can be no assurance that an
active trading market will develop for the Common Stock or that the Common Stock
will trade in the public market subsequent to the Offerings at or above the
initial offering price.

Application will be made to list the Common Stock on the NYSE under the
symbol "WEA." In order to meet the requirements for listing of the Common Stock
on such exchange, the Underwriters have undertaken to sell lots of 100 or more
shares to a minimum of 2,000 beneficial owners.

Until the distribution of the Common Stock is completed, rules of the
Commission may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the Common Stock. As an exception to these
rules, the Representatives are permitted to engage in certain transactions that
stabilize the price of the Common Stock. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Common Stock.

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If the Underwriters create a short position in the Common Stock in
connection with the Offerings, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Representatives may
reduce that short position by purchasing Common Stock in the open market. The
Representatives may also elect to reduce any short position by exercising all or
part of the over-allotment options described above.

The Representatives may also impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representatives purchase
shares of Common Stock in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Stock, they may reclaim the
amount of the selling concession from the Underwriters and selling group members
who sold those shares as part of the Offerings.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, neither
the Company nor any of the Underwriters makes any representation that the
Representatives will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

Roy Furman, the Vice Chairman of Furman Selz LLC, one of the U.S.
Representatives, is a director of the Company. Goldman, Sachs & Co., one of the
U.S. Representatives, is the owner and/or manager of several investment funds
that currently are investors in the Company.

In 1994, in connection with Prudential's sale of the Company to Westfield
Holdings and certain other investors, Prudential, an affiliate of Prudential
Securities Incorporated which is one of the U.S. Representatives, made secured
loans in the aggregate amount of $339.0 million to certain subsidiaries of the
Company. In 1996, these loans were increased by $15.0 million to $354.0 million.
See "Business and Properties--Debt Summary." Under the terms of the loan
agreement, Prudential is entitled to receive a transfer fee of $1.77 million
from the Company on such mortgage loan upon the sale of the Company's Common
Stock in an intial public offering. Upon consummation of the Offerings, the
Company will pay such fees to Prudential.

In 1995, Prudential made a $260.02 million secured loan to Westland Garden
State Plaza Limited Partnership, the owner of Garden State Plaza. In connection
with the making of the Garden State Plaza loan by the Company to Westland
Holdings, Prudential is entitled to receive a transfer fee of $130,000. Upon
consummation of the Offerings, Westfield Holdings will pay such fee to
Prudential.

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EXPERTS

The consolidated financial statements and schedules of the Company at
December 31, 1996 and for the year then ended included in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, and at December 31, 1995 and for the year ended December 31, 1995 and
the periods from February 12, 1994 through December 31, 1994 and from January 1,
1994 through February 11, 1994, by Coopers & Lybrand LLP independent auditors,
as set forth in their respective reports thereon appearing elsewhere herein, and
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

The combined statements of revenues and certain expenses of the Acquired
Properties for the years ended June 30, 1996, 1995, and 1994, included in this
Prospectus and Registration Statement have been audited by BDO Seidman LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered pursuant
to this Prospectus will be passed upon by Debevoise & Plimpton, New York, New
York on behalf of the Company, and certain legal matters and tax matters as
described under "Federal Income Tax Considerations" will be passed upon by
Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. Certain legal
matters related to the Offerings will be passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP. Debevoise & Plimpton will rely upon
the opinion of Bryan Cave LLP, as to matters of Missouri law.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-11 under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the content of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules hereto. For further information regarding the Company and
the shares offered hereby, reference is hereby made to the Registration
Statement and such exhibits and schedules.

The Registration Statement, the exhibits and schedules forming a part
thereof filed by the Company with the Commission can be inspected and copies
obtained from the Commission at Room 1204, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: 7 World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a site on the world web at http://www.sec.gov that
contains information filed electronically by the Company.

The Company intends to furnish its shareholders with annual reports
containing consolidated financial statements audited by its independent
certified public accountants and with quarterly reports containing unaudited
condensed consolidated financial statements for each of the first three quarters
of each fiscal year.

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GLOSSARY

Unless the context otherwise requires, the following terms shall have the
meanings set forth below for the purposes of this Prospectus:

"13(D) LIMIT" means direct or indirect ownership by a person or group of an
amount of captial stock that would give rise to an obligation to file pursuant
to Section 13(d) of the Exchange Act.

"ABP" means Stichting Pensioenfonds ABP.

"ACCREDITED INVESTOR" has the meaning defined in Rule 501 under the
Securities Act.

"ACQUISITION" means the 1994 acquisition of the Company from Prudential by
Westfield Holdings and certain other investors.

"ACQUIRED PROPERTIES" means Connecticut Post Mall, Trumbull Shopping Park
and South Shore Mall.

"ACQUISITION TRANSACTION" means the transaction in which a person or entity
became an Interested Shareholder.

"ADA" means the Americans with Disabilities Act of 1990.

"ADVISOR" means Westfield U.S. Advisory, L.P., a Delaware limited
partnership wholly-owned by Westfield Holdings that provides advisory services
to the Company.

"ADVISORY AGREEMENT" means the agreement dated July 1, 1996 as amended
between the Advisor and the Company.

"ADVISORY FFO AMOUNT" means as of the date of, and after giving effect to,
the Offerings, $ . After any New Issuance, the Advisory FFO Amount shall
be the sum of the then applicable Advisory FFO Amount and the FFO Adjustment
Factor.

"ANCHOR" means the Centers' full line department stores or other large
retail stores generally occupying more than 50,000 square feet or a large
entertainment complex.

"ARTICLES" mean the Amended and Restated Articles of Incorporation of the
Company as in effect upon consummation of the Offerings.

"ASX" means Australian Stock Exchange Limited.

"BANKRUPTCY CODE" means the United States Bankruptcy Code, codified at 11
U.S.C. SectionSection 101-1330, as amended.

"BASE RENT PER SQUARE FOOT (PSF)" means, when referring to the Centers, the
minimum or base rent per square foot payable by Mall Store tenants under leases
at the Centers excluding North County Fair (for which this information was not
available to the Company) and outparcels.

"BIG BOX RETAILER" means a discount retailer similar to a Category Killer,
but with a wider product offering, e.g. Loehmann's and Michael's.

"BOARD OF DIRECTORS" means the board of directors of the Company.

"BOOK-TAX DIFFERENCE" means the unrealized gain or loss equal to the
difference between the fair market value, at the time of contribution, of
property contributed to a partnership in exchange for a partnership interest and
the adjusted tax basis of such property at the time of contribution.

"BUILT-IN GAIN" means the difference between the fair market value and the
adjusted basis of a Property as of the beginning of the Recognition Period.

"BUILT-IN GAIN RULES" mean guidelines issued by the IRS relating to taxation
of Built-In Gain in IRS Notice 88-19.

"BY-LAWS" means the Amended and Restated By-Laws of the Company as in effect
upon consummation of the Offerings.

G-1
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"CASHLESS EXERCISE" means that the Company, pursuant to the terms of the
Westfield Holdings Warrants, elected to apply a number of shares of Westfield
Holdings Limited that otherwise would be issuable upon exercise of the Westfield
Holdings Warrants toward payment of the exercise price.

"BUSINESS COMBINATION" includes, for the purpose of the purposes of the
Missouri Business Combination Statute, a merger or consolidation, certain sales,
leases, exchanges, pledges and similar dispositions of corporate stock and
certain reclassifications and recapitalizations.

"CATEGORY KILLER" means a discount retailer in a specific product niche,
e.g. Toys R Us.

"CENTERS" means the 19 Regional Centers and three Power Centers.

"CODE" means the United States Internal Revenue Code of 1986, as amended.

"COMMISSION" means the United States Securities and Exchange Commission.
"COMMON STOCK" means the common stock, par value $.01 per share, of the
Company.

"COMMON SHARES" means the Common Stock and the Excess Common Shares.

"COMPANY" means Westfield America, Inc., a Missouri corporation, together
with each of its subsidiaries and Joint Venture interests.

"CONCURRENT TRANSACTIONS" means the sale of the 1997 WAT Warrant by the
Company to WAT and the sale of the Series B Preferred Shares by the Company to
ABP.

"DEVELOPER" means Westfield Corporation, Inc., a Delaware corporation and a
wholly-owned subsidiary of Westfield Holdings Limited that provides development
services to the Company.

"DOL" means the United States Department of Labor.

"EBITDA" means the Company's share of operating income before interest,
taxes, depreciation and amortization.

"EFFECTIVE RENT PER SQUARE (PSF)" means, when referring to the Centers, the
minimum or base rent per square foot plus percentage rent per square foot
payable by Mall Store tenants under leases at the Centers excluding North County
Fair (for which this information was not available to the Company) and
outparcels.

"ERISA" means the United States Employee Retirement Income Security Act of
1974, as amended.

"EXCESS COMMON SHARES" means shares of Common Stock owned, or deemed to be
owned, or transferred to a shareholder in excess of the Ownership Limit.

"EXCESS PREFERRED SHARES" means shares of Preferred Stock owned, or deemed
to be owned, or transferred to a shareholder in excess of the Ownership Limit.

"EXCESS SHARES" means the Excess Common Shares and the Excess Preferred
Shares.

"EXCHANGE ACT" means the Securities Exchange Act of 1934.

"FIRPTA" means the United States Foreign Investment in Real Property Tax Act
of 1980.

"FULLY DILUTED" means the ownership of Common Stock assuming the exercise of
the WAT Warrants.

"FFO ADJUSTMENT FACTOR" means 103% (except that 100% shall be used with
respect to Common Stock issued under any dividend reinvestment plan adopted by
the Company) multipled by (a) a fraction the numerator of which is the aggregate
Funds From Operations Available for Common Stock of the Company for each of the
four full calendar quarters immediately preceeding the date of the New Issuance
and the denominator of which is the aggregate number of shares of Common Stock
(on a fully diluted basis as required by GAAP) of the Company then outstanding
immediately prior to the date of the New Issuance multipled by (b) the number of
shares of Common Stock issued in the New Issuance (on a fully diluted basis as
required by GAAP).

G-2
<PAGE>
"FUNDS FROM OPERATIONS" means net income (loss) (computed in accordance with
GAAP) excluding gains (or losses) from debt restructurings and sales of
property, plus real estate related depreciation and amortization and after
adjustments for consolidated partnerships and joint ventures. Additionally, the
Company subtracts the portion of the management fee which pertains to leasing
commissions which are capitalized in accordance with GAAP. This definition is in
accordance with standards established by the White Paper on Funds from Operation
approved by the Board of Governors of NAREIT in March 1995.

"FUNDS FROM OPERATIONS FOR COMMON STOCK" means Funds from Operations less
dividends paid or accrued on the preferred shares during the applicable four
full calendar quarter period.

"GAAP" means generally accepted accounting principles in the United States.

"GARDEN STATE PLAZA LOAN" means the $145 million loan that may be made by
the Company to Westfield Holdings, secured by an interest in Garden State Plaza.

"GARDEN STATE PLAZA OPTION" means the Company's option to acquire an
indirect 50% interest in the Garden State Plaza at fair market value.

"GBCL" means Chapter 351 of the Revised Statutes of Missouri, entitled The
General and Business Corporation Law of Missouri.

"ICSC" means the International Council of Shopping Centers.

"INCOME TESTS" means three requirements relating to the Company's gross
income that must be satisfied annually for qualification as a REIT: (i) at least
75% of the Company's gross income (excluding gross income from prohibited
transactions) for each taxable year must be derived directly or indirectly from
investments relating to real property or mortgages on real property (including
"rents from real property" (as defined by the Code) and, in certain
circumstances, interest) or from certain types of temporary investments; (ii) at
least 95% of the Company's gross income (excluding gross income from prohibited
transactions) for each taxable year must be derived from such real property
investments, and from other dividends, interest and gain from the sale or
disposition of stock or securities (or from any combination of the foregoing);
and (iii) short-term gain from the sale or other disposition of stock or
securities, gain from certain sales of property held primarily for sale, and
gain on the sale or other disposition of real property held for less than four
years (apart from involuntary conversions and sales of foreclosure property)
must, in the aggregate, represent less than 30% of the Company's gross income
for each taxable year.

"INTERNATIONAL MANAGERS" means the International Managers named in the
International Prospectus.

"INTERNATIONAL OFFERING" means the offering of Shares offered
initially outside the United States and Canada by the International Managers.

"INTERNATIONAL PROSPECTUS" means the prospectus to be used in the
International Offering.

"INTERNATIONAL PURCHASE AGREEMENT" means the purchase agreement between the
International Managers and the Company.

"INTERNATIONAL REPRESENTATIVES" means Merrill Lynch International, ABN AMRO
Rothschild, Dean Witter International Ltd., Furman Selz, Goldman Sachs
International and Prudential-Bache Securities (U.K.) Inc.

"INDEPENDENT DIRECTORS" means those members of the Board of Directors who
are not officers or employees of the Company, or directors, officers or
employees of Westfield Holdings or their respective affiliates.

"INDIVIDUAL" means an individual or entities described at Section 542(a)(2)
of the Code.

"INTERESTED SHAREHOLDER" includes, for the purposes of Missouri Business
Combination Statute, any person or entity which beneficially owns or controls
20% or more of the outstanding voting shares of the Company.

G-3
<PAGE>

"INTERSYNDICATE AGREEMENT" means the agreement between the International
Managers and the U.S. Underwriters, providing for the coordination of their
activities.

"IRS" means the United States Internal Revenue Service.

"JOINT VENTURE CENTERS" means, collectively, the seven Regional Centers and
one Power Center owned or ground leased by Joint Ventures (partnership interests
which are owned by the Company and the Joint Venture partners), and includes:
Annapolis Mall, Annapolis, Maryland; Meriden Square, Meriden, Connecticut;
Mission Valley Center, San Diego, California; Mission Valley Center-West, San
Diego, California; North County Fair, Escondido, California; Plaza Camino Real,
Carlsbad, California; Topanga Plaza, Canoga Park, California and Vancouver Mall,
Vancouver, Washington.

"JOINT VENTURES" means, collectively, the partnerships through which the
Company owns interests in Annapolis Mall, Meriden Square, Mission Valley Center,
Mission Valley Center-West, North County Fair, Plaza Camino Real, Topanga Plaza,
Vancouver Mall, the land adjacent to Topanga Plaza known as West Valley and
certain other real estate interests.

"MALL GLA" means gross leasable area for Mall Stores.

"MALL STORES" means stores smaller than Anchors and kiosks permanently
located within the corridors of the Centers that are typically specialty
retailers and free standing buildings generally located along the perimeter of a
Center's parking area.

"MANAGEMENT AGREEMENTS" mean the separate management agreements, as amended,
between the Company and the Manager, relating to the management of the
Properties (except North County Fair).

"MANAGER" means the CenterMark Management Company, a Delaware limited
partnership wholly owned by Westfield Holdings that provides management services
to the Centers.

"MASTER DEVELOPMENT FRAMEWORK AGREEMENT" means the Master Development
Framework Agreement, dated July 1, 1996, as amended, between the Company and the
Developer.

"MAY COMPANY" means The May Department Stores Company, a New York
corporation.

"MAY PROPERTIES" means the 13 department store properties, located at
Springfield, Missouri; Salem, Oregon; Waterbury, Connecticut; Elyria, Ohio; and
Oxnard, West Los Angeles, Westminster, San Bernardino, El Cajon, Redondo Beach,
Costa Mesa, Riverside and Buena Park, California, in each case currently owned
or ground leased by the Company, together with the department store facility on
each, which is net leased, to the May Company or assignees until 2017.

"MERRILL LYNCH" means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

"MISSION VALLEY PARTNERSHIP" means the Joint Venture that owns Mission
Valley Center and Mission Valley Center--West.

"NAREIT" means the National Association of Real Estate Investment Trusts.

"NASD" means the National Association of Securities Dealers, Inc.

"NEW ISSUANCE" means any additional issuance by the Company of Common Stock.

"NON-U.S. SHAREHOLDERS" means nonresident alien individuals, foreign
corporations, foreign partnerships and other foreign shareholders.

"NOTICE 88-19" means the notice issued by the IRS which generally permits a
REIT to elect to defer recognition of Built-In Gain if certain conditions are
met.

"NYSE" means the New York Stock Exchange.

"OFFERINGS" means the offering of Shares pursuant to the U.S. Offering and
the International Offering.

"OPERATING PARTNERSHIP" means Westfield America, L.P.

G-4
<PAGE>

"OUTSIDE PARTNERS" means one or more individuals or entities having no
interest in the Company or Westfield Holdings which are partners with the
Company in one or more of the Joint Ventures.

"OWNERSHIP LIMIT" means %, by value, of the outstanding capital stock
held directly or indirectly (except for Frank P. Lowy and the members of his
family, who are prohibited from owning directly or indirectly more than %
of the outstanding capital stock of the Company).

"PLAN" means a pension, profit sharing, retirement or other employee benefit
plan.

"PHASE I" means an investigation intended to identify areas or issues of
potential environmental concern with respect to a property conducted in
accordance with a standardized scope of work that directs the investigator to
investigate certain predetermined sources of information about environmental
conditions on and near the subject property, to examine the subject property and
to identify publicly known conditions in respect of properties in the vicinity
of the subject property that have had, might have had or might have
environmental impacts on the subject property.

"POWER CENTERS" means centers whose major tenants are large discount
department stores or Category Killers.

"POWER CENTERS" means Eastland Center, Mission Valley Center-West and
Westland Towne Center.

"PREFERRED SHARES" means the Preferred Stock, the Senior Preferred Stock and
the Excess Preferred Shares.

"PREFERRED STOCK" means the preferred stock, par value $1.00 per share, of
the Company of which 940,000 shares of Series A Preferred Shares and shares
of Series B Preferred Stock (assuming the mid-point of the price range as set
forth on the cover page of this Prospectus) will be issued and outstanding upon
the closing of the Offerings and concurrent transactions are issued and
outstanding.

"PRIMARY TRADE AREA" means the geographic market from which a Center draws a
majority of its sales, as determined by the Company by taking into account
competing shopping centers, access, available sales data and on-site geographic
research.

"PROPERTIES" means, collectively, the respective interests of the Company as
applicable, in the Centers, the May Properties, the land adjacent to Topanga
Plaza known as West Valley and other minor real estate investments held directly
or indirectly by any of the foregoing entities.

"PRUDENTIAL" means The Prudential Insurance Company of America.

"PURCHASE AGREEMENTS" means the purchase agreements between the Company and
the Underwriters entered into in connection with the Offerings.

"PSF" means per square foot.

"QUALIFICATION DATE" means the first day of the first taxible year of which
an entity qualifies as a REIT (February 12, 1994 for the Company and January 1,
1996 for WPI).

"RANKING PREFERRED SHARES" means the Series A Preferred Shares or any series
of Preferred Shares authorized with the consent of the holders of Series A
Preferred Shares ranking PARI PASSU with the Series A Preferred Shares.

"RBC" means the risk based capital requirements of the National Association
of Insurance Commissioners governing regulatory capital.

"REA" means a reciprocal easement agreement.

"RECAPITALIZATION" means the series of transactions in 1996 and 1997 by
which WAT acquired a majority interest in the Company and other transactions.

"RECOGNITION PERIOD" means the recognition period pertaining to Built-In
Gain as defined in Notice 88-19.

G-5
<PAGE>

"REGIONAL SHOPPING CENTERS" means either mall facilities built around one or
two anchors and containing from 400,000 to 800,000 square feet of total gross
leasable area.

"REGIONAL CENTERS" means, collectively, the regional and super regional
shopping centers in which the Company has ownership interests.

"REGISTRATION RIGHTS AGREEMENT" means the agreement between Westfield
Holdings and the Company whereby Westfield Holdings will have the right, 12
months after the closing of the Offerings, to require the Company to promptly
effect the registration of their shares.

"REGULAR QUARTERLY DISTRIBUTION" means the regular quarterly distributions
payable by the Company during each fiscal year.

"REIT" means a real estate investment trust as defined pursuant to Sections
856 through 860 of the Code.

"REIT REQUIREMENTS" means the applicable Treasury Regulations relating to
REIT qualification.

"REPRESENTATIVES" means the U.S. Representatives and the International
Representatives.

"RESTRICTED SHARES" means the Common Stock owned by Westfield Holdings, WAT
and certain other investors which are subject to Rule 144.

"RESTRICTIONS" means the Ownership Limit and the 13(d) Limit.

"RULE 144" means the rule promulgated under the Securities Act that permits
holders of restricted securities as well as affiliates of an issuer of the
securities, pursuant to certain conditions and subject to certain restrictions,
to sell their securities publicly without registration under the Securities Act.

"SALES PER SQUARE FOOT" means when referring to the Centers, the sales per
square foot for Mall Stores at Stabilized Centers reporting sales for 12 months,
excluding North County Fair.

"SECURITIES ACT" means the United States Securities Act of 1933, as amended.

"SENIOR PREFERRED SHARES" means the Company's senior non-voting preferred
stock, par value $1.00 per share.

"SERIES A PREFERRED SHARES" means a designated portion of the Company's
preferred stock, par value $1.00 per share.

"SERIES B PREFERRED SHARES" means a designated portion of the Company's
preferred stock to be issued concurrently with the Offerings.

"SHARES" means the shares of Common Stock issued in the Offerings.

"SPECIAL DISTRIBUTION" means the special distribution payable by the Company
following each fiscal year.

"STABILIZED CENTERS" means Centers not under redevelopment for the relevant
period and North County Fair.

"SUPER REGIONAL SHOPPING CENTER" means mall facilities built around three or
more anchors and containing greater than 800,000 square feet of total gross
leasable area.

"TOTAL ASSETS" means the Company's gross assets as defined in accordance
with GAAP.

"TOTAL EBITDA" means the Company's total EBITDA before minority interest
plus its pro-rata shares of EBITDA of unconsolidated real estate partnerships.

"TOTAL GLA" means total gross leasable area, including Anchors at the
Centers.

"TOTAL MARKET CAPITALIZATION" means the sum of (i) the aggregate market
value of the outstanding shares of Common Stock (based on the mid-point of the
range as set forth on the cover page of this

G-6
<PAGE>
Prospectus), plus (ii) the total debt of the Company consolidated with the
subsidiaries, including its proportionate share of any indebtedness on property
held by Joint Ventures.

"TRADE AREA POPULATION" means the number of people that reside in a
geographically defined area surrounding the shopping center that equates to
approximately 70% to 80% of the Centers' customer draw.

"TREASURY REGULATIONS" means the income tax regulations that have been
promulgated under the Code.

"TRUST DEED" means the trust deed pursuant to which WAT was established.

"UBTI" means "unrelated business taxable income" as defined in Section
512(a) of the Code.

"UNDERWRITERS" means the U.S. Underwriters and the International
Underwriters.

"U.S. OFFERING" means the offering of shares Common Stock offered
initially in the United States and Canada by the U.S. Underwriters.

"U.S. PROSPECTUS" means the prospectus used in connection with the U.S.
Offering.

"U.S. PURCHASE AGREEMENT" means the purchase agreement between the Company
and the U.S. Underwriters.

"U.S. REPRESENTATIVES" means Merrill Lynch, Dean Witter Reynolds Inc.,
Furman Selz LLC, Goldman, Sachs & Co. and Prudential Securities Incorporated.

"U.S. UNDERWRITERS" means the U.S. Underwriters named in the U.S.
Prospectus.

"USRPIS" means United States Real Property Interests as defined at Section
897 of the Code.

"WAM" means Westfield America Management Limited, a wholly owned subsidiary
of Westfield Holdings that manages WAT.

"WAT" means Westfield America Trust.

"WAT OFFERING" means the offering of WAT Units to the Australian public
which closed on June 27, 1996.

"WAT TRUSTEE" means Perpetual Trustee Company Limited.

"WAT WARRANTS" means the 1996 WAT Warrant and the 1997 WAT Warrant.

"1996 WAT WARRANT" means the warrant acquired by WAT in July 1996 entitling
it to purchase, in whole or in part, 6,246,096 shares of Common Stock at the
exercise price of $16.01, subject to adjustment in certain events.

"1997 WAT WARRANT" means the warrant that will be issued by the Company to
WAT, in connection with the Offerings, entitling it to purchase, in whole or in
part, shares of Common Stock at an exercise price of $ (assuming the
mid-point of the price range as set forth on the cover page of this Prospectus).

"WCI" means the Developer, Westfield Corporation, Inc., a Delaware
corporation and a wholly-owned subsidiary of Westfield Holdings Limited.

"WEST VALLEY PARTNERSHIP" means the limited partnership consisting of the
Company, as a general partner, and Outside Partners, as limited partners, which
owns the land adjacent to Topanga Plaza known as West Valley.

"WESTFIELD AMERICA TRUST" means an Australian public property trust listed
on the ASX.

"WESTFIELD HOLDINGS" means Westfield Holdings Limited and its subsidiaries.

"WESTFIELD HOLDINGS LIMITED" means Westfield Holdings Limited, an Australian
public corporation listed on the ASX.

G-7
<PAGE>
"WESTFIELD HOLDINGS WARRANTS" means the options granted to the Company to
purchase 9.8 million ordinary shares of Westfield Holdings Limited.

"WESTFIELD TRUST" is an Australian publicly traded property unit trust
listed on the ASX and managed by Westfield Holdings.

"WESTLAND REALTY, INC" means a subsidiary of Westfield Holdings which holds
an indirect 50% partnership interest in the Garden State Plaza.

"WPI" means Westland Properties, Inc, a Delaware corporation.

G-8
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Financial Information (Unaudited):
Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1996............. F-2
Pro Forma Condensed Consolidated Statement of Income for the year ended December
31, 1996......................................................................... F-4

WESTFIELD AMERICA, INC. AND SUBSIDIARIES
Consolidated Financial Statements
Report of Independent Auditors..................................................... F-7
Report of Independent Auditors..................................................... F-8
Consolidated Balance Sheets as of December 31, 1996 and 1995....................... F-9
Consolidated Statements of Income for the years ended December 31, 1996 and 1995,
the period from February 12, 1994 through December 31, 1994 and the period from
January 1, 1994 through February 11, 1994........................................ F-10
Consolidated Statements of Changes in Shareholders' Equity for the years ended
December 31, 1996 and 1995, the period from February 12, 1994 through December
31, 1994 and the period from January 1, 1994 through February 11, 1994........... F-11
Consolidated Statements of Cash Flows for the years ended December 31, 1996 and
1995, the period from February 12, 1994 through December 31, 1994 and the period
from January 1, 1994 through February 11, 1994................................... F-12
Notes to Consolidated Financial Statements......................................... F-14
Schedule III:
Real Estate Investment and Accumulated Depreciation................................ F-32
All other schedules have been omitted since the required information is either
included in the Consolidated Financial Statements, not present, or not present in
amounts sufficient to require submission of the schedule.

THE ACQUIRED PROPERTIES
Report of Independent Certified Public Accountants................................. F-33
Combined Statements of Revenues and Certain Expenses............................... F-34
Notes to Combined Statements of Revenues and Certain Expenses...................... F-35

GARDEN STATE PLAZA LIMITED PARTNERSHIP
Report of Independent Certified Public Accountants................................. F-37
Statements of Revenues and Certain Expenses........................................ F-38
Notes to Statements of Revenues and Certain Expenses............................... F-39
</TABLE>

F-1
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996

(UNAUDITED)
(IN THOUSANDS)

The unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as
if the net proceeds of Westfield America, Inc.'s (the "Company") initial public
offering of shares of common stock par value $.01 per share (the "Common
Stock") in the United States and Canada and shares of common stock outside
the United States and Canada (together, the "Offerings"), the net proceeds of
the Company's sale of shares of Series B Preferred Shares and the proceeds
from the Company's sale of the 1997 WAT Warrant were applied as described in
"Use of Proceeds" as of December 31, 1996, assuming for this purpose that (i)
certain debt is repaid, (ii) the Garden State Plaza Loan in the amount of
$145,000 is made, (iii) options to purchase ordinary shares are purchased from
Westfield Holdings Limited, an affiliate, (iv) the Common Stock is sold in the
Offerings at an assumed price of $ per share and the overallotment options
for the Offerings are not exercised, and (v) the Company is recapitalized and
acquired WPI as of December 31, 1996, as described in Notes 1 and 9 to the
Consolidated Financial Statements.

The unaudited Pro Forma Condensed Consolidated Balance Sheet should be read
in conjunction with the Consolidated Financial Statements of Westfield America,
Inc. and Subsidiaries and Notes thereto included elsewhere herein. In the
Company's opinion, all adjustments necessary to reflect the effects of the
consummation of the Offerings, the application of the net proceeds therefrom and
the concurrent transactions have been made.

The unaudited Pro Forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the actual financial position of the Company
would have been at December 31, 1996, nor does it purport to represent the
future financial position of the Company.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------------
PRO FORMA PRO FORMA
HISTORICAL(A) ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
ASSETS:
Net investment in real estate....................................... $ 1,310,434 $ 145,000(b) $1,455,434
Cash and cash equivalents........................................... 6,729 15,139(c) 21,868
Tenant accounts receivable.......................................... 19,716 -- 19,716
Deferred expenses and other assets, net............................. 7,691 15,200(d) 22,891
------------ ----------- ------------
$ 1,344,570 $ 175,339 $1,519,909
------------ ----------- ------------
------------ ----------- ------------
LIABILITIES:
Mortgage notes payable.............................................. $ 770,625 $(194,661)(e) $ 575,964
Accounts payable, accrued expenses and other liabilities............ 55,361 -- 55,361
Minority interest................................................... 54 -- 54
------------ ----------- ------------
826,040 (194,661) 631,379
------------ ----------- ------------

SHAREHOLDERS' EQUITY:
Common stock........................................................ 529 529
Preferred stock..................................................... 94,000 -- 94,000
Paid-in-capital..................................................... 424,001 370,000(f) 794,001
------------ ----------- ------------
518,530 370,000 888,530
------------ ----------- ------------
$ 1,344,570 $ 175,339 $1,519,909
------------ ----------- ------------
------------ ----------- ------------
</TABLE>

F-2
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996
(UNAUDITED)

NOTES (IN THOUSANDS EXCEPT SHARE AMOUNTS AND NUMBER OF SHARES):

(a) Reflects the Westfield America, Inc. and Subsidiaries Consolidated Balance
Sheet at December 31, 1996.

(b) Increase reflects the $145,000 Garden State Plaza Loan.

(d) Increase reflects investment in Westfield Holdings Warrants.

(e) Decrease reflects paydown of debt:

<TABLE>
<S> <C>
Floating rate first mortgages..................................... $ 189,661
Corporate line of credit.......................................... 5,000
---------
$ 194,661
---------
---------
</TABLE>

(f) Increase reflects the offering of million shares of Common Stock, net of
estimated underwriting discount and other expenses, and use of proceeds
therefrom.

F-3
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(IN THOUSANDS)

The unaudited Pro Forma Condensed Consolidated Statement of Income is
presented as if the net proceeds of Westfield America, Inc.'s (the "Company")
initial public offering of shares of common stock (the "Offering") were
applied as described in "Use of Proceeds" as of the beginning of the year
presented, assuming for this purpose that (i) certain debt is repaid, (ii) the
Garden State Plaza Loan in the amount of $145,000 is made, (iii) options to
purchase ordinary shares are purchased from Westfield Holdings Limited, (iv) the
Common Stock was sold in the Offering at an assumed price of $ per share and
the overallotment option for the Offering is not exercised and (v) the Company
is recapitalized and acquired WPI as of January 1, 1996, as described in Notes 1
and 9 to the Consolidated Financial Statements.

The unaudited Pro Forma Condensed Consolidated Statement of Income should be
read in conjunction with the Consolidated Financial Statements of Westfield
America, Inc. and Subsidiaries and Notes thereto included elsewhere herein. In
the Company's opinion, all adjustments necessary to reflect the effects of the
consummation of the Offerings, the application of the net proceeds therefrom and
from the concurrent transactions, have been made.

The unaudited Pro Forma Condensed Consolidated Statement of Income is not
necessarily indicative of what the actual results of operations of the Company
would have been assuming the Offering and related application of net Offering
proceeds had been consummated as of the beginning of the year presented, nor do
they purport to represent the future operations of the Company.

F-4
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
---------------------------------------
PRO FORMA PRO FORMA
HISTORICAL(A) ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
REVENUES:
Minimum rents and percentage rents.................................. $ 110,384 $ 18,197(b) $ 128,581
Tenant recoveries and service fee income............................ 45,705 9,066(b) 54,771
------------ ----------- ------------
Total revenue..................................................... 156,089 27,263 183,352
EXPENSES:
Operating........................................................... 49,000 10,283(b) 59,283
Management fees..................................................... 3,495 910(b) 4,405
Advisory fee (not payable) (c)...................................... 2,600 (2,600)(c) --
General and administrative.......................................... 808 -- 808
Depreciation and amortization....................................... 38,033 5,098(b) 43,131
------------ ----------- ------------
OPERATING INCOME...................................................... 62,153 13,572 75,725
Interest expense, net............................................... (40,233) 3,235(d) (36,998)
Equity in income of unconsolidated real estate partnerships......... 3,063 -- 3,063
Interest and other income........................................... 776 12,325(e) 13,101
------------ ----------- ------------
Income before minority interest..................................... 25,759 29,132 54,891
Minority interest in earnings of unconsolidated real estate
partnership....................................................... (1,063) -- (1,063)
------------ ----------- ------------
NET INCOME............................................................ $ 24,696 $ 29,132 $ 53,828
------------ ----------- ------------
------------ ----------- ------------
Income allocable to preferred shares................................ $ 4,264 $ 8,528
Income allocable to common shares................................... 20,432 45,300
------------ ------------
$ 24,696 $ 53,828
------------ ------------
------------ ------------
EARNINGS PER SHARE (F)................................................ $ 0.42 $
------------ ------------
------------ ------------
</TABLE>

F-5
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)

NOTES (IN THOUSANDS EXCEPT PER SHARE AMOUNTS):

(a) Reflects the Westfield America, Inc. and Subsidiaries Consolidated Statement
of Income for the year ended December 31, 1996.

(b) Reflects the operations of the South Shore Mall, Connecticut Post Mall and
Trumbull Shopping Park (the "Acquired Properties"), which were acquired on
July 1, 1996, for the period January 1, 1996 through June 30, 1996, as
follows:

<TABLE>
<CAPTION>
ACQUIRED
PROPERTIES
-----------
<S> <C>
Revenues:
Minimum rents and percentage rents.............................................. $ 18,197
Tenant recoveries............................................................... 9,066
Expenses:
Operating....................................................................... 10,283
</TABLE>

Additionally, management fees were adjusted to reflect a payment equal to 5%
of the minimum rent and percentage rent, and depreciation expense was
adjusted to reflect the new basis of the properties based on purchase price.

(c) On July 1, 1996, the Company entered into the Advisory Agreement with the
Advisor. Subsequent to December 31, 1996 the Advisory Fee agreement was
amended. Under the amended agreement there were no advisory fees payable for
the year ended December 31, 1996.

(d) Reflects the net reduction in interest expense resulting from the following:

<TABLE>
<S> <C>
Reduction in interest expense resulting from floating rate first
mortgage debt repayments......................................... $ 12,842
Additional interest expense related to adjusted debt balances of
Acquired Properties.............................................. (9,970)
Reduction in interest expense resulting from corporate line of
credit repayment................................................. 363
---------
Net reduction.................................................... $ 3,235
---------
---------
</TABLE>

<TABLE>
<S> <C>
(e) Reflects interest income related to the Garden State Plaza Loan....... $ 12,325
---------
---------
</TABLE>

(f) Earnings per share are computed assuming the Offerings and the
recapitalization of the Company were effective on January 1, 1996. Dividends
paid to the preferred shareholders are assumed to remain at the same level
as during the third and fourth quarter of 1996. Weighted average number of
shares outstanding during 1996 for the purpose of computing pro forma
earnings per share is [ ].

F-6
<PAGE>
REPORT OF INDEPENDENT AUDITORS

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

To the Board of Directors
of Westfield America, Inc.:

We have audited the accompanying consolidated balance sheet of Westfield
America, Inc. and Subsidiaries formerly CenterMark Properties, Inc. (the
"Company") as of December 31, 1996 and the related consolidated statement of
income, shareholders' equity and cash flows for the year then ended (our audit
also includes the financial statement schedule on page F-32). These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the consolidated financial position of
Westfield America, Inc. and Subsidiaries as of December 31, 1996 and the
consolidated results of operations and cash flows for the year then ended in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth thereof.

Ernst & Young LLP

Los Angeles, California
February 28, 1997

F-7
<PAGE>
REPORT OF INDEPENDENT AUDITORS

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

To the Board of Directors
of Westfield America, Inc.:

We have audited the accompanying consolidated balance sheets of Westfield
America, Inc. and Subsidiaries (the "Company") as of December 31, 1995 and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for the year ended December 31, 1995 and the periods from February
12, 1994 through December 31, 1994 and from January 1, 1994 through February 11,
1994. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the consolidated financial position of
Westfield America, Inc. and Subsidiaries as of December 31, 1995 and the
consolidated results of its operations and its cash flows for the year ended
December 31, 1995 and the periods from February 12, 1994 through December 31,
1994 and from January 1, 1994 through February 11, 1994 in conformity with
generally accepted accounting principles.

Coopers & Lybrand L.L.P.
Los Angeles, California
February 13, 1996, except for information as to
earnings per share, dividends per share and average shares outstanding,
for which the date is March 3, 1997.

F-8
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1995
------------ ----------
<S> <C> <C>
INVESTMENT IN REAL ESTATE:
Land.................................................................................. $ 196,810 $ 143,851
Buildings, improvements and equipment................................................. 975,224 503,125
Less accumulated depreciation and amortization........................................ (110,260) (52,657)
------------ ----------
Net property and equipment.......................................................... 1,061,774 594,319

Construction in progress.............................................................. 49,821 5,447
Investments in unconsolidated real estate partnerships................................ 106,488 135,484
Direct financing leases receivable.................................................... 92,351 94,234
------------ ----------
Net investment in real estate....................................................... 1,310,434 829,484

CASH AND CASH EQUIVALENTS............................................................... 6,729 --

RESTRICTED CASH......................................................................... -- 100

ACCOUNTS AND NOTES RECEIVABLE (net of allowance of $6,441 in 1996 and $4,187 in 1995)... 19,716 9,661

DEFERRED EXPENSES AND OTHER ASSETS, NET................................................. 7,691 5,461
------------ ----------
Total assets........................................................................ $ 1,344,570 $ 844,706
------------ ----------
------------ ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Notes payable......................................................................... $ 770,625 $ 426,781
Accounts payable and accrued expenses................................................. 33,380 23,903
Distribution payable.................................................................. 21,981 13,603
Minority interest..................................................................... 54 --
------------ ----------
Total liabilities................................................................... 826,040 464,287
------------ ----------
COMMITMENTS AND CONTINGENCIES........................................................... -- --

SHAREHOLDERS' EQUITY (NOTE 9):
Common stock.......................................................................... 529 453
Preferred stock....................................................................... 94,000 --
Additional paid-in capital............................................................ 424,001 379,966
------------ ----------
Total shareholders' equity.......................................................... 518,530 380,419
------------ ----------
Total liabilities and shareholders' equity.......................................... $ 1,344,570 $ 844,706
------------ ----------
------------ ----------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-9
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

OPERATING INCOME....................................... 62,153 45,614 37,953 2,295

INTEREST EXPENSE, NET.................................. (40,233) (27,916) (24,156) (481)

OTHER INCOME:
Equity in income (losses) of unconsolidated real
estate partnerships................................ 3,063 3,359 (386) (2,151)
Interest and other income............................ 776 789 1,830 340
------------ ------------ ------------- -------------

INCOME BEFORE MINORITY INTEREST........................ 25,759 21,846 15,241 3

MINORITY INTEREST IN EARNINGS OF CONSOLIDATED REAL
ESTATE PARTNERSHIP................................... (1,063) -- -- --
------------ ------------ ------------- -------------
NET INCOME............................................. $ 24,696 $ 21,846 $ 15,241 $ 3
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
Net Income allocable to preferred shares............... $ 4,264 $ 3 $ -- $ --
Net Income allocable to common shares.................. $ 20,432 $ 21,843 $ 15,241 $ 3
------------ ------------ ------------- -------------
24,696 21,846 15,241 3
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------

Earnings per share..................................... $ 0.42 $ 0.48 $ 0.34

DIVIDENDS DECLARED PER COMMON SHARE.................... $ 1.51 $ 1.68 $ 0.81

WEIGHTED AVERAGE NUMBER OF COMMON SHARES............... 49,383 44,978 44,902
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-10
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)

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

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PREFERRED PAID-IN RETAINED SHAREHOLDERS'
STOCK STOCK CAPITAL EARNINGS EQUITY
--------- ----------- ----------- ---------- -------------

<S> <C> <C> <C> <C> <C>
BALANCES, JANUARY 1, 1994........................... $ 5,200 $ -- $ 657,630 $ 7,137 $ 669,967

Net income for the period from January 1, 1994
through February 11, 1994......................... -- -- -- 3 3
Capital contributions from Prudential............... -- -- 48,000 -- 48,000
Distributions paid to Prudential.................... -- -- (460,558) (7,140) (467,698)
Distribution of partnership interest to
Prudential........................................ -- -- (4,888) -- (4,888)
Capital contributions from GWG...................... -- -- 32,030 -- 32,030
--------- ----------- ----------- ---------- -------------

BALANCES, FEBRUARY 12, 1994......................... 5,200 -- 272,214 -- 277,414

Adjustment to reflect cost allocated to GWG's
investment in CenterMark Properties, Inc.......... (5,200) -- 179,826 -- 174,626
--------- ----------- ----------- ---------- -------------

BALANCES, FEBRUARY 12, 1994, as adjusted............ -- -- 452,040 -- 452,040
Stock split, 8980.3983 shares to 1.................. 451 -- (451) -- --

Net income for the period from February 12, 1994
through December 31, 1994......................... -- -- -- 15,241 15,241
Distributions on common stock....................... -- -- (21,258) (15,241) (36,499)
--------- ----------- ----------- ---------- -------------

BALANCES, DECEMBER 31, 1994......................... 451 -- 430,331 -- 430,782

Net income for the year ended December 31, 1995..... -- -- -- 21,846 21,846
Issuance of common stock............................ -- -- 3,170 -- 3,170
Issuance of preferred stock......................... 2 -- 50 -- 52
Distributions on common stock....................... -- -- (53,585) (21,843) (75,428)
Distributions on preferred stock.................... -- -- -- (3) (3)
--------- ----------- ----------- ---------- -------------

BALANCES, DECEMBER 31, 1995......................... 453 -- 379,966 -- 380,419

Net income for the year ended December 31, 1996..... -- -- -- 24,696 24,696
Issuance of common stock............................ 212 -- 342,109 -- 342,321
Cost of issuance of stock........................... -- -- (29,000) -- (29,000)
Repurchase of common stock.......................... (136) -- (217,864) -- (218,000)
Issuance of preferred stock......................... -- 94,000 -- -- 94,000
Advisory fee (not payable).......................... -- -- 2,600 -- 2,600
Distributions on common stock....................... -- -- (53,810) (20,432) (74,242)
Distributions on preferred stock.................... -- -- -- (4,264) (4,264)
--------- ----------- ----------- ---------- -------------

BALANCES, DECEMBER 31, 1996......................... $ 529 $ 94,000 $ 424,001 $ -- $ 518,530
--------- ----------- ----------- ---------- -------------
--------- ----------- ----------- ---------- -------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-11
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

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

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
YEAR ENDED YEAR ENDED 1994 THROUGH 1994 THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
1996 1995 1994 1994
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 24,696 $ 21,846 $ 15,241 $ 3
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation....................................... 37,130 28,296 24,405 3,421
Amortization....................................... 1,466 854 492 184
Equity in (income) losses of unconsolidated real
estate partnership............................... (3,063) (3,359) 386 2,151
Minority interest in earnings of consolidated real
estate partnership............................... 1,063 -- -- --
Advisory fee (not payable)......................... 2,600 -- -- --
Changes in assets and liabilities:
Accounts receivable, net........................... (5,510) 2,525 41 (1,464)
Deferred expenses and other assets................. (580) (605) (795) (3,473)
Accounts payable and accrued expenses.............. (1,914) (6,567) (19,105) 11,804
Deferred income taxes.............................. -- -- -- (7,332)
------------ ------------ ------------- -------------
Net cash flows provided by operating activities...... 55,888 42,990 20,665 5,294
------------ ------------ ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................. (44,084) (12,787) (26,782) (5,304)
Purchase of unconsolidated partnership interest...... -- (2,000) -- --
Purchase of WPI, net of cash acquired................ (62,794) -- -- --
Cash distributions received from unconsolidated real
estate partnerships................................ 10,786 16,558 29,961 267
Cash and cash equivalents of consolidated real estate
partnership........................................ 2,389 -- -- --
Repayment of direct financing leases receivable...... 1,883 1,786 1,360 --
Notes receivable advances............................ -- (268) (40) --
Notes receivable repayments.......................... 107 186 815 119
Decrease (increase) in investments................... -- 248 6,432 (709)
Decrease (increase) in restricted cash............... 100 1,318 15,612 (17,030)
Repayment of advances made to unconsolidated real
estate partnerships................................ -- 435 300 --
Capital contribution to unconsolidated real estate
partnerships....................................... -- -- (4,102) (844)
------------ ------------ ------------- -------------
Net cash flows (used in) provided by investing
activities......................................... $ (91,613) $ 5,476 $ 23,556 $ (23,501)
------------ ------------ ------------- -------------
</TABLE>

F-12
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(IN THOUSANDS)

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

Supplemental cash flow information provided in Note 10.

The accompanying notes are an intergral part of the consolidated financial
statements

F-13
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

1. ORGANIZATION AND CHANGE IN OWNERSHIP:

Westfield America, Inc. ("WEA" or the "Company"), formerly CenterMark
Properties, Inc., is primarily in the business of owning, operating, leasing,
developing, redeveloping and acquiring super regional and regional retail
shopping centers in major metropolitan areas in the United States. On February
11, 1994, 100% of the stock of WEA, formerly May Centers, Inc., and
subsidiaries, was acquired from the Prudential Insurance Company of America
("Prudential") through a stock purchase agreement ("Stock Purchase Agreement")
between Prudential and GGP Limited Partnership ("GGP"), Westfield U.S.
Investments Pty. Limited ("WUSI"), a wholly owned subsidiary of Westfield
Holdings Limited ("WHL"), and five real estate investment funds sponsored by
Goldman Sachs & Co. ("Goldman"). The purchasers are collectively referred to as
"GWG." The cash purchase price including transaction costs of $14,830 was
approximately $420,000. In conjunction with the closing GWG contributed $32,030
to WEA, a portion of which was used to pay off revolving credit borrowings.

Also, in conjunction with the acquisition, the Company entered into an
agreement with CenterMark Management Company ("CMC"), a 50/50 partnership
between General Growth CMP, L.P. and Westfield Services, Inc., a wholly owned
subsidiary of WHL, to manage the properties in WEA's portfolio. Commencing
January 1, 1995, CMC subcontracted such management rights to Westfield
Corporation, Inc. ("WCI"), a wholly owned subsidiary of WHL. In July 1996, WCI
purchased General Growth CMP L.P.'s partnership interest in CMC. In
consideration for providing these management services, CMC will be reimbursed
certain recoverable property operating costs and receive gross fees of 5% of
minimum and percentage rents.

As part of the Stock Purchase Agreement, the Company elected Real Estate
Investment Trust ("REIT") status for income tax purposes.

The above acquisition was accounted for as a purchase. Accordingly, the cost
of the acquisition was allocated to the assets acquired and liabilities assumed
based upon their respective fair values. The results of operations and the
financial position of the Company reflect the revaluation of the assets and
liabilities of CMP to equal GWG's cost at February 11, 1994.

In 1995, WUSI and WCI, both wholly owned subsidiaries of WHL acquired 25% of
GGP's interest in the Company and concurrently acquired options to purchase the
remaining combined 50% interest in the Company held by GGP and Goldman.

On July 1, 1996, the Company was recapitalized (the "Recapitalization")
whereby the Company's common stock split 8,980.3983 shares to one and the
Company sold additional shares of both common and preferred stock to U.S. and
foreign investors (see Note 9) for $434,405.

In conjunction with the Recapitalization, the Company acquired the options
to acquire GGP and Goldman's interest in the Company and agreed to exercise such
options at two separate closing dates. On the first closing date, July 1, 1996,
the Company used $218,000 of the Recapitalization proceeds to repurchase 40% of
GGP's interest and 90% of Goldman's interest in the Company. On the second
closing date, January 2, 1997, the Company purchased GGP's remaining interest in
the Company for $130,500 from proceeds received from the sale of shares to an
affiliate of WHL. The Recapitalization does not result in a sufficient change in
ownership to warrant purchase accounting.

On July 1, 1996, the Company used $62,794 of the Recapitalization proceeds
to acquire indirect ownership of three regional shopping centers, Connecticut
Post Mall, South Shore Mall and Trumbull

F-14
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

1. ORGANIZATION AND CHANGE IN OWNERSHIP: (CONTINUED)
Shopping Park (the "Acquired Properties") through the acquisition of
substantially all the outstanding stock of Westland Properties, Inc., a company
whose business consisted of operating the Acquired Properties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION:

The Company conducts its business through its divisions, wholly-owned
subsidiaries and affiliates. The consolidated financial statements include the
accounts of the Company and all greater than 50%-owned subsidiaries over which
the Company is able to exercise significant control. Investments as general and
limited partner in 50% or less owned partnerships are accounted for using the
equity method. All significant intercompany accounts and transactions have been
eliminated in consolidation.

INVESTMENT IN REAL ESTATE:

Buildings, improvements and equipment are stated at cost. Costs related to
the acquisition, development, construction and improvement of properties are
capitalized. Interest costs and real estate taxes incurred during construction
periods are capitalized and amortized on the same basis as the related assets.
Expenditures for repairs and maintenance are charged to expense when incurred.
Certain repair and maintenance costs are chargeable to the tenants as provided
in their leases. Such reimbursements are included in recoveries from tenants in
the Consolidated Statements of Income. Depreciation of property is computed on
the straight-line method over the estimated useful lives of the property, which
generally range from 3 to 50 years.

In March 1995, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which requires impairment of losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. In this case an impairment loss is
recognized to the extent that the carrying amount exceeds the fair value of the
assets. Statement 121 also addresses the accounting for long-lived assets that
are expected to be disposed of. Such assets are reported at the lower of their
carrying amount or fair value, less cost to sell. The Company adopted Statement
121 in 1996 and the adoption had no effect.

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid investments with an original
maturity of three months or less at date of purchase to be cash equivalents.

RESTRICTED CASH:

Restricted cash at December 31, 1995 represented remaining funds for the
completion of the Westland Center redevelopment.

F-15
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
REVENUE RECOGNITION:

Shopping center space is generally leased to specialty retail tenants under
leases which are accounted for as operating leases. Minimum rent revenues are
recognized on a straight-line basis over the respective lease term. Percentage
rents are recognized on an accrual basis as earned. Recoveries from tenants are
recognized as income in the period the applicable costs are accrued.

INTEREST RATE SWAP CONTRACTS

In the normal course of business the Company enters into interest rate swap
contracts to reduce its exposure to fluctuations in interest rates. Net interest
differentials to be paid or received related to these swap contracts are accrued
as incurred or earned. Any gain or loss from terminating swap contract
transactions will be deferred and recognized over the original swap contract
term as a yield adjustment to interest expense of the underlying debt. There
were no termination of swap contracts during the year ended December 31, 1996.
When the underlying debt matures or is extinguished any unamortized gain or loss
is recognized at that time.

ACCOUNTS AND NOTES RECEIVABLE:

Accounts and notes receivable include amounts billed to tenants, deferred
rent receivables arising from straight-lining of rents and accrued recoveries
from tenants. Management periodically evaluates the collectibility of these
receivables and adjusts the allowance for doubtful accounts to reflect the
amounts estimated to be uncollectible.

DEFERRED EXPENSES AND OTHER ASSETS:

Deferred expenses and other assets include costs associated with notes
payable, tenant leases and prepaid expenses. Costs associated with obtaining
notes payable are amortized on a straight-line basis over the term of the
related notes payable, which approximates the effective interest rate method.
Direct costs related to leasing activities are capitalized and amortized over
the initial term of the new lease.

LEASE TERMINATIONS:

Included in accounts payable and accrued expenses are lump sum payments
received from tenants to terminate their lease. Income received from tenants for
early lease termination is deferred and amortized over the term of the original
lease unless the space is re-leased to a new tenant, at which time the remaining
deferred income is recognized. The unamortized costs of improvements pertaining
to terminated leases are expensed in the period of termination unless the
improvements can be used by the replacement tenant.

EARNINGS PER SHARE:

Net income and dividend declared per common share is calculated by dividing
net income applicable to common stock (net income less dividend requirements of
preferred stock) by the weighted average number of shares of common stock and
common stock equivalents outstanding. Common stock equivalents are represented
by a warrant to purchase common stock at $16.01 per share (Note 9). Net income
and dividends per share for the period January 1, 1994 through February 11, 1994
have not been presented as

F-16
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

they are not meaningful given the change in capital structure that occurred in
conjunction with the February 11, 1994 acquisition.

INCOME TAXES:

In conjunction with the February 11, 1994 acquisition, the Company elected
REIT status for income tax purposes. As a REIT, the Company is required to
distribute at least 95% of its taxable income to shareholders and meet certain
asset and income tests as well as certain other requirements. As a REIT, the
Company will generally not be liable for federal and state income taxes,
provided it satisfies the necessary requirements.

USE OF ESTIMATES:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

3. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS:

As of December 31, 1996, the Company is a general and managing partner in
five real estate partnerships, a limited partner in one real estate partnership
and both a general and limited partner in one real estate partnership. As a
result of the February 11, 1994 acquisition, the carrying amount of investments
in unconsolidated real estate partnerships was adjusted to reflect the purchase
accounting adjustments described in Note 1. This adjustment is being amortized
on a straight-line basis over the useful life of the associated asset which
ranges from 15 to 24 years. The Company's interest in each partnership as of
December 31, 1996 is as follows:

<TABLE>
<CAPTION>
PERCENT
PROPERTY LOCATION INTEREST
- -------------------------------------------------------- -------------------------- -----------
<S> <C> <C>
Annapolis Mall.......................................... Annapolis, MD 30.0%
Meriden Square.......................................... Meriden, CT 50.0
Plaza Camino Real....................................... Carlsbad, CA 40.0
Topanga Plaza........................................... Canoga Park, CA 42.0
Vancouver Mall.......................................... Vancouver, WA 50.0
West Valley............................................. Canoga Park, CA 42.5
North County Fair....................................... Escondido, CA 45.0
</TABLE>

F-17
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

3. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS: (CONTINUED)
A summary of the condensed balance sheet and income statement information
for all unconsolidated real estate partnerships on a combined basis follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
CONDENSED BALANCE SHEET INFORMATION 1996 1995
- ------------------------------------------------------------------------------ ----------- -----------
<S> <C> <C>
Investment in real estate:
Land, building and improvements, at cost.................................... $ 487,571 $ 516,710
Less accumulated depreciation and amortization.............................. (167,020) (160,220)
Construction in progress.................................................... 1,115 6,984
----------- -----------
Net investment in real estate................................................. 321,666 363,474
Notes payable to affiliate.................................................... (1,156) --
Other notes payable........................................................... (226,619) (260,241)
Other assets and liabilities, net, and interest of other partners............. (50,977) (56,811)
----------- -----------
Net equity investment in unconsolidated real estate partnerships.............. 42,914 46,422
Adjustments to reflect cost allocated to GWG's investment..................... 63,574 78,100
Cost in excess of basis in the Mission Valley partnership interest acquired... -- 10,962
----------- -----------
Investments in unconsolidated real estate partnerships.................... $ 106,488 $ 135,484
----------- -----------
----------- -----------
</TABLE>

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
YEAR ENDED YEAR ENDED 1994 THROUGH 1994 THROUGH
CONDENSED STATEMENTS OF DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
INCOME (LOSS) INFORMATION 1996 1995 1994 1994
- ---------------------------------------------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Total revenue....................................... $ 85,767 $ 95,359 $ 74,661 $ 13,734
Costs and expenses:
Operating, general and administrative expenses.... 27,975 32,549 30,537 9,156
Interest expense, net............................. 22,342 24,844 19,885 3,570
Depreciation and amortization..................... 21,263 22,525 20,081 3,766
------------ ------------ ------------- -------------
Net income (loss)................................. 14,187 15,441 4,158 (2,758)
Other partners' share of (income) loss.............. (7,049) (7,177) (2,647) 1,627
Adjustments to reflect the amortization of cost
allocated to GWG's and Prudential's investment in
CMP............................................... (4,075) (4,905) (1,897) (1,020)
------------ ------------ ------------- -------------
Equity in income (losses) of unconsolidated real
estate partnerships............................... $ 3,063 $ 3,359 $ (386) $ (2,151)
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>

Significant accounting policies used by unconsolidated real estate partnerships
are similar to those used by the Company.

F-18
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

3. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS: (CONTINUED)

On September 1, 1995, the Company increased its ownership interest in
Mission Valley Partnership from 50 percent to 75.8 percent.

On January 17, 1994, an earthquake occurred near Topanga Plaza. The cost of
the repairs was approximately $11,500 of which $865 remains to be spent at
December 31, 1996. The majority of this cost was recovered under the
Partnership's earthquake insurance policy after payment of the required
deductible of approximately $2,100. The Company's share of this deductible and
uninsured expenses along with the write off of certain leasehold improvements
was $1,512 and is included in equity in income (losses) of unconsolidated real
estate partnerships in 1994. In 1995, the Topanga Plaza Partnership received
insurance proceeds for business interruption caused by the 1994 earthquake. The
Company's share of these proceeds, previously unrecognized due to uncertainty,
was $1,358, and is included in equity in income (losses) of unconsolidated
partnerships in 1995. During 1996, the Topanga Plaza Partnership was reimbursed
by two of its major department store tenants for their pro-rata share of the
cost of repairs caused by the earthquake. The Company's share of these proceeds,
previously unrecognized due to uncertainty, is $226, and is included in equity
in income (losses) of unconsolidated partnerships in 1996.

In January 1994, the Company increased its ownership interest in Plaza
Camino Real from 5 percent to 40 percent and changed its management and leasing
fee agreements.

4. LEASES:

DIRECT FINANCING LEASES RECEIVABLE:

The Company owns certain properties that are leased to May Department Stores
Company ("May") under direct financing leases. The leases' initial terms expire
in September 2017, and may be renewed for up to 14 additional five year terms.
May has the option to purchase the property under these leases at fair market
value during the last 16 months of the initial term or any of the renewal option
terms.

As a result of the changes in ownership described in Note 1, the direct
financing leases receivable at February 11, 1994 were revalued based upon future
cash flows for these leases discounted at seven percent.

The direct financing leases receivable are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Minimum lease payments receivable..................................... $ 177,030 $ 185,460
Less unearned revenue................................................. (84,679) (91,226)
---------- ----------
Direct financing leases receivable.................................. $ 92,351 $ 94,234
---------- ----------
---------- ----------
</TABLE>

F-19
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

4. LEASES: (CONTINUED)
The future minimum rentals to be received by the Company on the direct
financing leases as of December 31, 1996, are as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 8,430
1998.............................................................. 8,430
1999.............................................................. 8,430
2000.............................................................. 8,430
2001.............................................................. 8,430
Thereafter........................................................ 134,880
---------
$ 177,030
---------
---------
</TABLE>

In connection with the redevelopment plan at Eastland Shopping Center, the
Company exercised its option to purchase May's leasehold interest in its store
at Eastland in 1994.

PROPERTY RENTAL:

Substantially all of the property owned by the Company is leased to
third-party tenants under operating leases as of December 31, 1996. Lease terms
vary between tenants and some leases include percentage rental payments based on
sales volume.

Future minimum rental revenues under noncancelable operating leases as of
December 31, 1996, are as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 93,229
1998.............................................................. 87,842
1999.............................................................. 83,394
2000.............................................................. 79,131
2001.............................................................. 71,550
Thereafter........................................................ 235,405
---------
$ 650,551
---------
---------
</TABLE>

These amounts do not include percentage rentals that may be received under
certain leases on the basis of tenant sales in excess of stipulated minimums.

5. ACCOUNTS AND NOTES RECEIVABLE:

At December 31, 1996 and December 31, 1995, accounts and notes receivable
include $367 and $429 of tenant notes receivable and $5,192 and $5,281 of other
notes receivable which primarily relate to property sales and which bear
interest at rates ranging from 7.0% to 8.5% and are due at various dates ranging
from 1997 to 2004.

F-20
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

6. DEFERRED EXPENSES AND OTHER ASSETS:

Deferred expenses and other assets are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Lease costs, net of accumulated amortization of $2,100 and $560 in 1996 and
1995, respectively....................................................... $ 4,354 $ 2,406
Loan costs, net of accumulated amortization of $881 and $286 in 1996 and
1995, respectively....................................................... 1,668 1,520
Other assets............................................................... 1,669 1,535
--------- ---------
$ 7,691 $ 5,461
--------- ---------
--------- ---------
</TABLE>

7. NOTES PAYABLE AND LINES OF CREDIT:

A summary of notes payable is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Collateralized nonrecourse notes to an insurance company, interest only payable monthly,
at 6.15% due in 1999.................................................................... $ 172,000 $ 172,000
Collateralized nonrecourse notes to an insurance company, interest only payable monthly,
at 6.51% due in 2001.................................................................... 167,000 167,000
Senior collateralized nonrecourse notes, interest only payable quarterly at 6.39% until
1997, thereafter principal and interest payable quarterly, due in 2004.................. 20,576 20,576
Senior collateralized nonrecourse notes bearing interest at 7.33%, $1,620 principal and
interest payable quarterly until 1997, interest only payable from 1997 until 2004,
principal and interest payable thereafter, due in 2014.................................. 56,429 58,705
Unsecured line of credit/collateralized project loan from a bank with a maximum commitment
of $50,000, interest only at LIBOR + 1.5% ($1,500 is at 8.25% and $3,500 is at 7.156% at
December 31, 1996) payable monthly, due in 1998......................................... 5,000 --
Collateralized recourse note to an insurance company, interest only payable monthly at
8.09%, due in 1999...................................................................... 15,000 --
Collateralized recourse construction loan payable to a bank, interest only at LIBOR + 1.5%
($1,000 is at 7.156% and $3,885 is at 7.094% at December 31, 1996) payable monthly, due
in 1998 with an option to extend to 2001................................................ 4,885 --
Collateralized non-recourse note payable to an insurance company interest at an effective
rate of 7.7%, $1,182 principal and interest payable monthly, due in 2000................ 144,959
Collateralized non-recourse note payable to a bank, interest only at LIBOR + 1% (6.5% at
December 31, 1996) payable quarterly, due in 2001....................................... 73,350 --
Collateralized non-recourse note payable to a bank, interest only at LIBOR + 1% (6.5% at
December 31, 1996) payable quarterly, due in 2001....................................... 73,450 --
</TABLE>

F-21
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

7. NOTES PAYABLE AND LINES OF CREDIT: (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Collateralized non-recourse construction loan payable to a bank with a maximum commitment
of $48,000, interest only payable monthly at LIBOR + 1.75% ($2,050 at 7.44% and $13,853
at 7.32% December 31, 1996) with borrowings totaling $22,073 fixed at 7.5% through
maturity, due in 1997 with an option to extend to 2000.................................. 37,976 --
Line of credit with a total commitment of $30,000 collateralized by a shopping center
property. Interest only payable monthly at prime or a LIBOR based rate. This line of
credit was repaid in 1996 and replaced with a $100 million line of credit from a bank as
previously disclosed.................................................................... -- 1,000
Collateralized non-recourse note, interest only payable monthly at the lower of prime + 1%
or 12% (9.5% at December 31, 1995), repaid in 1996...................................... -- 1,500
Collateralized note, principal of $3,000 plus accrued interest at prime due quarterly,
repaid in 1996.......................................................................... -- 6,000
---------- ----------
$ 770,625 $ 426,781
---------- ----------
---------- ----------
</TABLE>

Interest costs capitalized for the years ended December 31, 1996 and 1995
were $1,503 and $52, respectively. There was no capitalized interest in 1994.

Senior collateralized non-recourse notes totaling $77,005 and $79,281 at
December 31, 1996 and 1995, respectively, are collateralized by the related
direct financing leases receivable from The May Company.

The unsecured portion of the Company's line of credit, initially totaling
$50,000 is for general corporate purposes.

The annual maturities of notes payable as of December 31, 1996 are as
follows:

<TABLE>
<S> <C>
1997.............................................................. $ 6,539
1998.............................................................. 12,022
1999.............................................................. 194,542
2000.............................................................. 172,633
2001.............................................................. 321,842
Thereafter........................................................ 63,047
---------
$ 770,625
---------
---------
</TABLE>

Certain note payable agreements above provide restrictive covenants relating
to the maintenance of specified financial performance ratios such as minimum net
worth, debt service coverage ratio, loan to value, ownership percentages and
restrictions on future dividend payments. As of December 31, 1996, the Company
was in compliance with these covenants.

F-22
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

8. INTEREST RATE SWAP CONTRACTS:

At December 31, 1996, the Company had two swap agreements. Interest rate
swaps are contractual agreements between the Company and third parties to
exchange fixed and floating interest payments periodically without the exchange
of the underlying principal amounts (notional amounts). Notional amounts are
used to express the volume of interest rate swap contracts. In the unlikely
event that a counterparty fails to meet the terms of an interest rate swap
contact, the Company's exposure is limited to the interest rate differential on
the notional amount. The Company does not anticipate non-performance by any of
the counterparties. Under one of the swap agreements, which has a notional
amount of $125,000, the Company is credited interest at LIBOR and incurs
interest at a fixed rate of 5.75%. Under the second swap agreement, which has a
notional amount of $11,400, the Company incurs interest at LIBOR and is credited
interest at a fixed rate of 6.23%. Both swap agreements expire in 2000. The
Company has an unrealized gain of $1,360 related to these swaps at December 31,
1996.

On November 27, 1996 and November 29, 1996, the Company completed structured
deferred interest rates swaps totaling $90 million notional amount, where the
Company will receive LIBOR and pay 6.125% for three years beginning February 11,
1999. Additionally, the counterparty received an option to extend the swaps for
an additional two years exercisable on November 12, 1997.

The fair value and unrealized gain of the interest rate swap contracts were
approximately $1,360 at December 31, 1996.

9. CAPITAL STOCK:

In conjunction with the acquisition of WEA at February 11, 1994, the Company
authorized 269,411,949 shares of $0.01 par value common stock of which
44,901,991 shares were issued. During 1995, WEA issued an additional 206,549
shares of common stock in conjunction with the recontribution of 10% of the July
1995 and October 1995 distribution, respectively. Additionally during 1995, the
Company authorized 200 shares of 7% non-cumulative, non-participating,
non-voting preferred stock with a par value of $1.00 of which 105 shares were
issued. During the six months ended June 30, 1996, the Company issued an
additional 179,608 shares of common stock in conjunction with the recontribution
of 10% and 5% of the December 1995 and March 1996 distributions, respectively.

In July 1996, the Company's Articles of Incorporation were amended. The
total number of shares of all classes of stock that the Company is authorized to
issue is 435,012,800.

In conjunction with the Recapitalization in July 1996, the Company's stock
split 8,980.3983 shares to one. In addition, Westfield America Trust ("WAT"), a
newly formed publicly traded Australian trust in which WHL has an ownership
interest, acquired 19,631,543 shares of Class B-1 common stock and a warrant to
purchase up to 6,246,096 shares of Class B-1 common stock. The Company received
$314,304, 940,000 WAT Special Options and 2,498,440 WAT Ordinary Options for the
issuance of this stock and warrants issued by the Company. In connection with
the sale of common and preferred stock, WEA designated the purchasers of such
stock to be the recipients of WAT Ordinary and Special Options, respectively.

The Company received additional proceeds totaling $26,101 from the sale of
1,623,985 shares of Class B-2 common stock, 6,300 shares of Class B-3 common
stock and 2,498,440 WAT Ordinary Options. The Company also received $94,000 upon
the sale of 940,000 shares of Series A Preferred Stock and sale of 940,000 WAT
special options.

F-23
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

9. CAPITAL STOCK: (CONTINUED)
The Company used a portion of the proceeds raised from the issuance of
common and preferred stock to repurchase 5,434,104 shares from GGP and 8,182,386
shares from Goldman for a total purchase price of $218,000. The cost associated
with the Recapitalization of the Company and issuance of new capital stock was
$29,000.

At December 31, 1996 and 1995, the total number of shares authorized, issued
and outstanding were as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1995
DECEMBER 31, 1996 ---------------------------
--------------------------- NUMBER OF
NUMBER OF NUMBER OF NUMBER OF SHARES
SHARES SHARES SHARES ISSUED AND
AUTHORIZED OUTSTANDING AUTHORIZED OUTSTANDING
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Class A common stock, $.01 par value................... 25,000,000 8,151,155 44,901,992 18,045,931
Class B common stock, $.01 par value................... -- -- 44,901,992 18,045,931
Class B-1 common stock, $.01 par value................. 100,000,000 31,342,970 -- --
Class B-2 common stock, $.01 par value................. 100,000,000 13,429,110 -- --
Class B-3 common stock, $.01 par value................. 6,300 6,300 -- --
Class C common stock, $.01 par value................... -- -- 44,901,992 9,022,965
Excess common stock, $.01 par value.................... 200,006,300 -- 134,705,973 --
Non-voting senior preferred stock, $1.00 par value..... 200 105 200 105
Preferred stock, $1.00 par value of which 940,000
shares shall be designated Series A cumulative
redeemable preferred stock........................... 5,000,000 940,000 -- --
Excess preferred stock, $1.00 par value................ 5,000,000 -- -- --
------------- ------------ ------------- ------------
Total number of shares authorized, issued and
outstanding...................................... 435,012,800 53,869,640 269,412,149 45,114,932
------------- ------------ ------------- ------------
------------- ------------ ------------- ------------
</TABLE>

Shares authorized, issued and outstanding at December 31, 1995 were adjusted to
reflect the July 1996 stock split.

SENIOR PREFERRED SHARES:

The holders of non-voting senior preferred stock shall be entitled to
receive, when declared, cash dividends at an annual rate of $35 per share, and
no more, payable quarterly. No dividend shall be paid on any Preferred or Common
Shares unless the full dividend has been paid on the Senior Preferred Shares.
The Company has an option to redeem the Senior Preferred Shares anytime after
February 20, 1999 at a redemption price of $550 per share, which is equal to the
liquidation preference.

SERIES A PREFERRED SHARES:

The holders of Series A Preferred Shares shall be entitled to receive, when
declared, cumulative cash dividends equal to the greater of $8.50 per annum or
an amount currently equal to 6.2461 times the dollar amount declared on common
shares. Series A Preferred Shareholders are entitled to dividends before
dividends are distributed to common shareholders. The holders of Series A
Preferred Shares have no

F-24
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

9. CAPITAL STOCK: (CONTINUED)

voting rights unless a dividend is not declared for four quarters, at which time
the holders of Series A Preferred Shares may elect a Director to be added to the
Board of Directors. The Company has an option to redeem the Series A Preferred
Shares anytime after July 1, 2003 at a redemption price of $100 per share, which
is equal to the liquidation preference. Simultaneously with the issuance of the
Series A Preferred Shares, the Series A Preferred Shareholder also acquired
940,000 special options to acquire units in WAT. Each special option permits the
holder to acquire 124.92 (or 117,428,609 WAT units in the aggregate) units in
WAT in consideration for $100 or one Series A Preferred Share. The special
options are exercisable at any time after July 1, 1998 and prior to July 1,
2011.

COMMON SHARES:

The holders of Class A, Class B-1, Class B-2 and Class B-3 Common Shares
vote together as a class on all matters other than election of directors and
termination of REIT status and are entitled to receive distributions declared
after payment of dividends on preferred shares. Simultaneously with the
Recapitalization, the Class B-2 Shareholders acquired 13,429,110 ordinary
options to acquire units in WAT. Each ordinary option permits the holder to
acquire 20 units in WAT in exchange for one Class B-2 Common Share. The ordinary
options are exercisable at any time after January 1, 1996. The ordinary options
expire upon the listing of the Company's Common Stock on the New York Stock
Exchange, the American Stock Exchange or the London Stock Exchange.

10. SUPPLEMENTAL CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1, 1994
YEAR ENDED YEAR ENDED 1994 THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
1996 1995 1994 1994
------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized).................. $ 42,378 $ 27,444 $ 21,731 $ 307
------------ ------------ ------------ -----
------------ ------------ ------------ -----
Income taxes.......................................... $ 60 $ 73 $ 1,684 $ --
------------ ------------ ------------ -----
------------ ------------ ------------ -----
</TABLE>

NON CASH INVESTING AND FINANCING INFORMATION:

Mission Valley Partnership was accounted for under the equity method in 1995
and has been consolidated in 1996. The condensed assets and liabilities of the
partnership were as follows:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Net investment in real estate.................................... $ 34,992 $ 24,612
Cash and Cash Equivalents........................................ 2,824 2,389
Accounts and notes receivable.................................... 1,407 891
Deferred expenses and other assets............................... 979 1,201
Notes payable.................................................... (37,976) (28,988)
Accounts payable................................................. (2,172) (798)
------------ ------------
Minority/other partners' interest................................ $ 54 $ (693)
------------ ------------
------------ ------------
</TABLE>

F-25
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

10. SUPPLEMENTAL CASH FLOW INFORMATION: (CONTINUED)
The Mission Valley Partnerships condensed consolidated statements of income
were as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Total Revenue.................................................... $ 13,198 $ 11,117
Total Expenses................................................... 8,179 7,102
------------ ------------
Operating Income............................................... 5,019 4,015
Interest Expense................................................. (1,945) (2,226)
Other Income..................................................... 76 185
------------ ------------
Income before minority/other partners' interest................ 3,150 1,974
Minority/other partners' interest in earnings.................... (1,063) (1,277)
------------ ------------
Net income..................................................... $ 2,087 $ 697
------------ ------------
------------ ------------
</TABLE>

During 1996, construction in process totaling $4,529 was placed into
service.

During 1995, the Company increased its ownership interest in the Mission
Valley Partnership from 50% to 75.8%. In consideration, the Company paid $2,000
in cash and provided the partner selling its interest with a note for the
remaining purchase price totaling $9,000.

During 1995, the Company purchased a building previously owned by one of the
Company's major tenants. In consideration, the Company paid $528 in cash and
provided the seller with a note for the remaining purchase price totaling
$1,500.

Included in accounts payable and accrued liabilities at December 31, 1995
are cash overdrafts totaling $2,263.

The cost of GWG's acquisition of the Company on February 11, 1994 was
accounted for as a purchase. Accordingly, the cost of the acquisition was
allocated to the assets acquired and liabilities assumed based upon respective
fair values as follows:

<TABLE>
<CAPTION>
Net property and equipment................................................ $ (10,498)
<S> <C>
Investments in unconsolidated real estate partnerships.................... (6,818)
Direct financing leases receivable........................................ 13,484
Accounts and notes receivable............................................. (2,465)
Deferred expenses and other assets........................................ (7,715)
Accounts payable and accrued expenses..................................... (6,863)
Deferred income taxes..................................................... 195,501
---------
Adjustment to reflect cost allocated to GWG's investment in CenterMark
Properties, Inc....................................................... $ 174,626
---------
---------
</TABLE>

Shortly before GWG's acquisition of the Company on February 11, 1994, the
Company dividended its 50% interest in Ballston Common Mall to Prudential. The
assets and liabilities that were dividended consisted of the following:

<TABLE>
<CAPTION>
Net investment in real estate.............................................. $ (3,037)
<S> <C>
Investment in unconsolidated real estate partnerships...................... (3,408)
Accounts payable and accrued expenses...................................... 1,557
---------
Distribution of partnership interest to Prudential......................... $ (4,888)
---------
---------
</TABLE>

F-26
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

11. INCOME TAXES:

As discussed in Note 2, the Company elected REIT status for income tax
purposes effective February 12, 1994 and, accordingly, is exempt from federal
income tax subsequent to that date. The taxable portions of distributions for
the years ended December 31, 1996, 1995 and the period from February 12, 1994 to
December 31, 1994 were 58%, 36% and 68%, respectively. For periods prior to the
REIT election, the income tax provision consisted of the following:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1994 THROUGH
FEBRUARY 11,
1994
-------------
<S> <C>
Current income taxes:
Federal...................................................................... $ 6,968
State and local.............................................................. 1,847
-------------
Total current income taxes................................................. 8,815
-------------
Deferred income taxes:
Federal...................................................................... (5,752)
State and local.............................................................. (1,580)
-------------
Total deferred income taxes................................................ (7,332)
Tax benefit due to dividend of partnership investment.......................... (1,480)
-------------
$ 3
-------------
-------------
</TABLE>

In 1994, total current income taxes includes $6,965 in federal and $1,551 in
state income taxes relating to the Ballston Common Mall partnership interest
dividended to Prudential as discussed in Note 10.

Included in accounts payable and accrued liabilities is a deferred income
tax liability of $1,479 and $1,457 at December 31, 1996 and 1995, respectively,
relating to installment notes receivable for property sales prior to February
12, 1994.

12. RELATED PARTIES:

As discussed in Note 1, the Company acquired the Acquired Properties in
conjunction with the Company's Recapitalization. Accordingly, the cost of this
acquisition was allocated to the assets acquired and liabilities assumed based
upon their respective fair values as follows:

<TABLE>
<S> <C>
Net property and equipment...................................... $ 459,707
Cash and cash equivalents....................................... 9,616
Accounts and notes receivable................................... 3,761
Deferred expenses and other assets.............................. 1,915
Notes payable................................................... (388,609)
Accounts payable and accrued expenses........................... (13,980)
----------
Total purchase price............................................ $ 72,410
----------
----------
</TABLE>

F-27
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

12. RELATED PARTIES: (CONTINUED)
The operations of the Company include the Acquired Properties from the date
of purchase, July 1, 1996. If the Acquired Properties were acquired on January
1, 1995, the Condensed Consolidated Statements of Income would have been as
follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
(UNAUDITED) (UNAUDITED)
------------ ------------
<S> <C> <C>
Total revenues................................................... $ 183,352 $ 164,511
Total operating expenses......................................... 67,096 58,812
Depreciation expense............................................. 43,131 39,060
------------ ------------
Operating income............................................... 73,125 66,639
Interest expense, net............................................ (52,479) (52,306)
Other income..................................................... 3,839 4,148
------------ ------------
Income before minority interest................................ 24,485 18,481

Minority interest................................................ (1,063) --
------------ ------------
Net income....................................................... $ 23,422 $ 18,481
------------ ------------
------------ ------------
Earnings per share............................................... $ 0.39 $ 0.41
------------ ------------
------------ ------------
Estimated taxable income......................................... $ 39,372
------------
------------
Estimated cash flow.............................................. $ 79,536
------------
------------
</TABLE>

If all of the above estimated cash flows were assumed to have been
distributed, the unaudited distributions per share, based on the pro forma
common shares and Common Stock equivalents outstanding would have been $1.53 per
share which would have included an unaudited estimated return of capital of
$0.70 per share.

CenterMark Management Company, an entity wholly owned by WHL, entered into
an agreement with WEA to manage the properties in WEA's portfolio beginning
January 1, 1995. Property management fees totaling $3,495 and $1,828, net of
capitalized leasing fees of $1,667 and $1,219 were expensed by WEA for the years
ended December 31, 1996 and 1995 respectively. Included in accounts payable and
accrued expenses at December 31, 1996 and 1995, are management fees payable to
CMC totaling $711 and $0, respectively.

In addition to the management fees, CMC is reimbursed for corporate overhead
and mall related payroll costs. Reimbursements to CMC of recoverable property
operating costs for the years ended December 31, 1996 and 1995 totaled $8,409
and $6,598, respectively.

The Company entered into a Master Development Framework Agreement with WCI,
a wholly owned subsidiary of WHL, whereby the Company granted WCI the exclusive
right to carry out expansion, redevelopment and related works on WEA wholly
owned shopping centers and to endeavor to have WCI be appointed by the relevant
partner to carry out similar activities for jointly owned real estate
partnerships. During 1996 and 1995, the Company reimbursed WCI $21,535 and
$4,373, respectively, for expansion, redevelopment and related work.

F-28
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

12. RELATED PARTIES: (CONTINUED)

In conjunction with the Recapitalization on July 1, 1996, the Company
engaged Westfield U.S. Advisory L.P. ("Advisor"), a wholly owned subsidiary of
WHL, to provide information, advise and assist the Company and undertake certain
duties and responsibilities on behalf of, and subject to, supervision of the
Company. The advisor is entitled to an annual fee of .55% of the net fair market
value of the Company. No fee is payable for the period through December 31,
1997. The service fee that would have been paid for the six months ended
December 31, 1996, if applicable, was approximately $2.6 million.

In conjunction with the Recapitalization on July 1, 1996, the Company
obtained an option to acquire all of the outstanding common stock of Westland
Realty, Inc. ("WRI"). WRI, a wholly owned subsidiary of WHL, holds a 50%
indirect general partnership interest in Westland Garden State Plaza L.P., an
owner and operator of a super-regional shopping center located in Paramus, New
Jersey. The terms of the option allow WEA to purchase the WRI stock at a price
equal to 50% of the market value of Garden State Plaza net of any mortgage debt
provided that the Company exercises its option within 120 days of the valuation
date. The valuation will be performed upon completion of the expansion of Garden
State Plaza and stabilization of its rents.

13. FINANCIAL INSTRUMENTS:

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statements of
Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR VALUE OF
FINANCIAL INSTRUMENTS. The estimated fair value amounts have been determined by
the Company, using available market information and appropriate valuation
methodologies. However, considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value. Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
that the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996. Although management is not
aware of any factors that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively revalued for purpose of
these consolidated financial statements since that date, and current estimates
of fair value may differ significantly from the amounts presented herein.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------
CARRYING ESTIMATED
AMOUNT FAIR VALUE
--------- ----------
<S> <C> <C>
Assets:
Direct financing leases receivable....................................................... $ 92,351 $ 80,689
Accounts and notes receivable............................................................ 19,716 18,180
Liabilities:
Notes payable............................................................................ 770,625 718,914
Accounts payable and accrued expenses.................................................... 33,380 33,380
Off-balance sheet financial instruments--
Letters of credit........................................................................ 3,337 3,337
</TABLE>

F-29
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

13. FINANCIAL INSTRUMENTS: (CONTINUED)
RESTRICTED CASH, ACCOUNTS AND NOTES RECEIVABLE, AND ACCOUNTS PAYABLE AND ACCRUED
EXPENSES:

The carrying amounts of these items are a reasonable estimate of their fair
value, except for certain notes receivable which are discounted at current rates
for similar terms.

DIRECT FINANCING LEASES RECEIVABLE:

The fair value of these lease receivables are based upon the discounted
future cash flows at current market rates for leases with similar terms.

NOTES PAYABLE:

The fair value of notes payable are based upon current market rates for
loans with similar terms.

LETTERS OF CREDIT:

The fair value of letters of credit is based on fees currently charged for
similar agreements or on the estimated cost to terminate them or otherwise
settle the obligations with the counterparts at the reporting date.

14. COMMITMENTS AND CONTINGENCIES:

COMMITMENTS:

The Company is currently involved in several development projects and had
outstanding commitments with contractors totaling approximately $35,829 at
December 31, 1996.

The Redevelopment Agency of the City of West Covina (the "Agency") issued
$45,000 of special tax assessment municipal bonds ("Original Bonds") on March 1,
1990, to finance land acquisition for expansion of the shopping center and
additional site improvements. During 1996, the agency refinanced the Original
Bonds by issuing certain serial and term bonds with a total face amount of
$51,220 ("New Bonds"), proceeds of which were used to redeem the Original Bonds.
Special taxes levied against the property, together with incremental property
tax, incremental sales tax, and park and ride revenues will be used to pay the
principal and interest on the bonds and the administrative expense of the
Agency. Principal and interest payments began in 1996 and continue to 2022 in
graduating amounts ranging from $2,030 to $5,289. WEA has the contingent
obligation to satisfy any shortfall in annual debt service requirements after
tenant recoveries.

The Company is subject to the risks inherent in the ownership and operation
of commercial real estate. These include, among others, the risks normally
associated with changes in the general economic climate, trends in the retail
industry, including creditworthiness of tenants, competition for tenants,
changes in tax laws, interest rate levels, the availability of financing, and
potential liability under environmental and other laws.

Substantially all of the properties have been subjected to Phase I
environmental reviews. Such reviews have not revealed, nor is management aware
of, any probable or reasonably possible environmental costs that management
believes would be material to the consolidated financial statements.

F-30
<PAGE>

WESTFIELD AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

14. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
LITIGATION:

During early 1994, the Company reached an agreement to settle certain
litigation for $950. WEA currently is neither subject to any other material
litigation nor, to management's knowledge, is any material litigation currently
threatened against WEA other than routine litigation and administrative
proceedings arising in the ordinary course of business. Based on consultation
with counsel, management believes that these items will not have a material
adverse impact on the Company's consolidated financial position or results of
operations.

15. SUBSEQUENT EVENTS:

The Company paid a distribution of $22,440 to its shareholders on January
30, 1997.

On January 2, 1997, the Company sold 8,151 common shares to WAT. The Company
used proceeds totaling $130,500 to purchase the remaining common stock held by
GGP Limited Partnership.

F-31
<PAGE>
SCHEDULE III

WESTFIELD AMERICA, INC.
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
BUILDINGS & ACCUMULATED
PROPERTY LAND IMPROVEMENTS TOTAL DEPRECIATION ENCUMBRANCES
- -------------------------------------------------- ---------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Eagle Rock........................................ $ 3,624 $ 12,646 $ 16,270 $ 2,446 --
Eastland.......................................... 16,609 3,375 19,984 627 $ 4,885
Enfield........................................... 8,468 21,050 29,518 3,767 --
La Jolla.......................................... 2,558 2,458 5,016 218 --
Mid Rivers........................................ 10,816 47,732 58,548 7,947 53,205
Mission Valley.................................... 1,007 63,237 64,244 23,283 37,976
Montgomery........................................ 32,420 163,740 196,160 24,572 121,515
Plaza Bonita...................................... 22,994 79,732 102,726 13,951 59,030
South County...................................... 13,259 34,832 48,091 6,514 28,735
West County....................................... 6,506 22,632 29,138 4,215 16,750
West Covina....................................... 18,922 82,326 101,248 10,910 60,615
West Park......................................... 2,633 23,583 26,216 4,482 14,150
Westland.......................................... 5,162 13,101 18,263 2,053 --
Trumbull.......................................... 16,405 161,814 178,219 2,235 144,959
South Shore....................................... 29,071 112,111 141,182 1,402 73,350
Connecticut Post.................................. 6,356 130,855 137,211 1,638 73,450
---------- ------------- ------------ ------------ -------------
$ 196,810 $ 975,224 $ 1,172,034 $ 110,260 $ 688,620
---------- ------------- ------------ ------------ -------------
---------- ------------- ------------ ------------ -------------

<CAPTION>
DEPRECIABLE
PROPERTY DATE OF COMPLETION LIFE
- -------------------------------------------------- --------------------- -------------
<S> <C> <C>
Eagle Rock........................................ 1973 3-31.5 yrs
Eastland.......................................... under constr./1957 3-30 yrs.
Enfield........................................... 1987/1971 3-31.5 yrs.
La Jolla.......................................... 1981 15-31.5 yrs.
Mid Rivers........................................ 1996/1987 3-22 yrs.
Mission Valley.................................... 1997/1961 3-50 yrs.
Montgomery........................................ 1991/1962 3-20 yrs.
Plaza Bonita...................................... 1981 3-39 yrs.
South County...................................... 1979/1963 3-39 yrs.
West County....................................... 1985/1969 3-22 yrs.
West Covina....................................... 1993/1975 3-22 yrs.
West Park......................................... 1984/1981 3-50 yrs.
Westland.......................................... 1994/1960 3-50 yrs.
Trumbull.......................................... 1992/1964 3-40 yrs.
South Shore....................................... under constr./1963 3-40 yrs.
Connecticut Post.................................. 1991/1960 3-40 yrs.
</TABLE>

F-32
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

To the Board of Directors
of Westfield America, Inc.

We have audited the accompanying combined statements of revenues and certain
expenses of the Acquired Properties (as defined in Note 1) for the years ended
June 30, 1996, 1995 and 1994. The above mentioned combined statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the above mentioned combined statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the above mentioned combined statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the above mentioned combined
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
above mentioned combined statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the registration statement
on Form S-11 of Westfield America, Inc. (formerly CenterMark Properties, Inc.).
Material amounts (described in the Notes to the combined statement of revenues
and certain expenses) that would not be comparable to those resulting from the
proposed future operations of the Acquired Properties are excluded, and the
above mentioned combined statements are not intended to be a complete
presentation of the revenues and expenses of the properties.

In our opinion, the above mentioned combined statements referred to above
present fairly, in all material respects, the revenues and certain expenses for
the years ended June 30, 1996, 1995 and 1994 in conformity with generally
accepted accounting principles.

BDO Seidman, LLP

Los Angeles, California
February 7, 1997

F-33
<PAGE>
THE ACQUIRED PROPERTIES

COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

FOR THE YEARS ENDED JUNE 30, 1996, 1995 AND 1994
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30,
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
REVENUES:
Minimum rents.................................................................. $ 34,914 $ 34,741 $ 33,258
Tenant recoveries.............................................................. 17,231 16,922 16,128
Percentage Rents............................................................... 1,498 1,717 1,961
--------- --------- ---------
Total revenue................................................................ 53,643 53,380 51,347
--------- --------- ---------
OPERATING EXPENSES
Operating...................................................................... 20,031 20,021 18,551
Management fees................................................................ 1,325 1,337 1,335
--------- --------- ---------
Total operating expenses..................................................... 21,356 21,358 19,886
--------- --------- ---------
OPERATING INCOME $ 32,287 $ 32,022 $ 31,461
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-34
<PAGE>
THE ACQUIRED PROPERTIES

NOTES TO THE COMBINED STATEMENTS OF REVENUES

AND CERTAIN EXPENSES
(IN THOUSANDS)

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

1. ORGANIZATION AND BASIS OF PRESENTATION:

The accompanying combined statements of revenues and certain expenses
include the accounts of regional shopping centers which Westfield America, Inc.
("WEA") acquired from affiliates on July 1, 1996 in conjunction with its
recapitalization. These regional shopping centers ("Acquired Properties") are as
follows:

Connecticut Post Mall--Milford Connecticut

South Shore Mall--Bay Shore, New York

Trumbull Shopping Park--Trumbull, Connecticut

The accounts of the Acquired Properties have been presented on a combined
historical cost basis in the hands of the sellers. No adjustments have been
reflected in the combined financial statements to give effect to the purchase by
WEA of the properties, listed above.

The combined financial statements include only the accounts and activity of
the Acquired Properties and do not include other accounts or operations of the
sellers, primarily expenses that are not comparable to the expenses expected to
be incurred by WEA in the proposed future operations of the Acquired Properties.
Expenses exclude interest, income taxes and depreciation and amortization.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

REVENUE RECOGNITION:

Shopping center space is generally leased to specialty retail tenants under
leases which are accounted for as operating leases. Minimum rent revenues are
recognized on an accrual basis over the respective lease term, which
approximates the straight-line basis. Percentage rents are recognized on an
accrual basis as earned. Recoveries from tenants, which include an
administrative fee, are recognized as income in the period the applicable costs
are accrued.

BAD DEBTS:

The sellers periodically evaluated amounts billed to tenants and accrued
recoveries from tenants and adjusted the allowance for doubtful accounts to
reflect the amounts estimated to be uncollectible. Amounts determined to be
uncollectible are included in operating expenses.

LEASE TERMINATIONS:

Lump sum payments received from tenants to terminate their lease are
deferred and amortized as minimum rental revenue over the remaining life of the
lease unless the space is re-leased to a new tenant, at which time the remaining
deferred income is recognized.

USE OF ESTIMATES:

The preparation of the combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of revenue and certain expenses
during the reporting periods. Actual results could differ from those estimates.

F-35
<PAGE>
THE ACQUIRED PROPERTIES

NOTES TO THE COMBINED STATEMENTS OF REVENUES (CONTINUED)

AND CERTAIN EXPENSES
(IN THOUSANDS)

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

3. PROPERTY RENTALS:

Future Minimum rental revenues under non cancelable leases as of June 30,
1996 are as follows:

<TABLE>
<S> <C>
1997...................................................... $ 29,805
1998...................................................... 28,662
1999...................................................... 27,609
2000...................................................... 26,794
2001...................................................... 24,717
Thereafter................................................ 103,576
---------
$ 241,163
---------
---------
</TABLE>

These amounts do not include percentage rentals that may be received under
certain leases on the basis of tenant sales in excess of stipulated minimums.

4. TRANSACTIONS WITH RELATED PARTIES:

CenterMark Management Company ("CMC"), an affiliate, provides management,
leasing and development services for the Acquired Properties. CMC received a
management fee of 5% of gross receipts (as defined) for the years ended June 30,
1996, 1995 and 1994. CMC is a wholly owned subsidiary of Westfield Corporation,
Inc. ("WCI") which has a 3.85% direct ownership interest in the Company. WCI is
a wholly owned subsidiary of a company who has a direct and indirect ownership
interest in the Company.

F-36
<PAGE>
WESTLAND GARDEN STATE PLAZA LIMITED PARTNERSHIP
STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

(IN THOUSANDS)

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES:
Minimum rents............................................................... $ 32,829 $ 28,238 $ 26,228
Tenant recoveries........................................................... 13,112 12,073 11,839
Percentage rents............................................................ 799 1,705 2,625
---------- ---------- ----------
Total revenue............................................................. 46,740 42,016 40,692
---------- ---------- ----------
EXPENSES:
Operating recoverable....................................................... 11,688 11,069 10,974
Other operating............................................................. 804 910 230
Management fees............................................................. 1,388 1,132 1,102
---------- ---------- ----------
Total expenses............................................................ 13,880 13,111 12,306
---------- ---------- ----------
OPERATING INCOME.............................................................. 32,860 28,905 28,386

INTEREST EXPENSE, net......................................................... (11,279) (15,815) (18,323)

INTEREST INCOME............................................................... 127 75 43
---------- ---------- ----------
NET REVENUES AND CERTAIN EXPENSES............................................. $ 21,708 $ 13,165 $ 10,106
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

F-38
<PAGE>
WESTLAND GARDEN STATE PLAZA LIMITED PARTNERSHIP

NOTES TO THE STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)

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

1. ORGANIZATION:

Westland Garden State Plaza Limited Partnership, a Delaware limited
partnership (the "Partnership"), was formed to acquire, hold for investment and
operate Garden State Plaza, a super regional shopping center located in Paramus,
New Jersey. For the years ended December 31, 1996, 1995 and 1994, the general
partners are HRE Garden State Plaza, Inc. (50%) and Westland Management, Inc.
("WMI") (1%) and the limited partner is Westfield Partners, Inc. ("WPI") (49%).
WMI and WPI are indirectly wholly owned by Westfield Holdings Limited ("WHL").
Profits and losses are allocated in accordance with the partners' respective
interests.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

REVENUE RECOGNITION:

Shopping center space is generally leased to specialty retail tenants under
leases which are accounted for as operating leases. Minimum rent revenues are
recognized on an accrual basis over the respective lease term, which
approximates the straight-line basis. Percentage rents are recognized on an
accrual basis as earned. Recoveries from tenants are recognized as income in the
period the applicable costs are accrued.

BAD DEBTS:

Management periodically evaluates amounts billed to tenants and accrued
recoveries from tenants and adjusts the allowance for doubtful accounts to
reflect the amounts estimated to be uncollectible. Amounts determined to be
uncollectible are included in bad debt expense.

DEFERRED EXPENSES:

Procurement costs associated with the note payable are amortized on a
straight-line basis, which approximates the effective interest rate method, over
the term of the note payable. Direct costs related to leasing activities are
capitalized and amortized over the initial term of the new lease.

LEASE TERMINATIONS:

INCOME TAXES:

Income of the Partnership is included in the partners' respective tax
returns; therefore, no provision is made in the accompanying statements of
income for federal and state income taxes.

USE OF ESTIMATES:

The preparation of the statements of income in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those estimates.

F-39
<PAGE>
WESTLAND GARDEN STATE PLAZA LIMITED PARTNERSHIP

NOTES TO THE STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS) (CONTINUED)

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

3. PROPERTY RENTALS:

Future minimum rental revenues under noncancelable leases as of December 31,
1996 are as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 39,994
1998.............................................................. 39,447
1999.............................................................. 37,093
2000.............................................................. 36,444
2001.............................................................. 35,481
Thereafter........................................................ 253,046
---------
$ 441,505
---------
---------
</TABLE>

These amounts do not include percentage rentals that may be received under
certain leases on the basis of tenant sales in excess of stipulated minimums.

During the years ended December 31, 1996, 1995 and 1994, one tenant,
Federated Department Stores operating as Macy's, represented approximately 15%
of rental revenues.

4. INTEREST EXPENSE:

The Partnership incurs interest at 8.23% on a collateralized note payable to
an insurance company totaling $260,020. Interest only payments are due monthly
with the principal balance due in May 2005.

During the years ended December 31, 1996, 1995 and 1994, the Partnership
capitalized interest totaling $10,468, $7,404 and $4,739, respectively.

5. TRANSACTIONS WITH RELATED PARTIES:

On July 1, 1993 the Partnership entered into a management agreement with
Westfield Corporation, Inc. ("WCI"), a wholly owned subsidiary of WHL. The
agreement provides that the Partnership pay a fee of four percent on minimum
rents and percentage rents and reimburse WCI for payroll and related fringe
benefit costs incurred on its behalf. Employee related expenses are reflected as
recoverable expenses in the accompanying statements of income.

F-40
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.

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

SUMMARY
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 21
The Company.................................... 36
Use of Proceeds................................ 45
Capitalization................................. 46
Dilution....................................... 47
Distributions.................................. 48
Selected Financial Data........................ 49
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 52
Business and Properties........................ 62
Policies and Objectives with Respect to Certain
Activities.................................... 87
Management..................................... 92
Advisory, Management and Development Services
to the Company................................ 97
Certain Transactions........................... 100
Principal Shareholders......................... 104
Description of Capital Stock................... 105
Certain Provisions of the Company's Articles of
Incorporation and By-Laws and of Missouri
Law........................................... 110
Shares Available for Future Sale............... 114
Federal Income Tax Considerations.............. 116
ERISA Considerations........................... 128
Underwriting................................... 130
Experts........................................ 133
Legal Matters.................................. 133
Additional Information......................... 133
Glossary....................................... G-1
Index to Financial Statements.................. F-1
</TABLE>

UNTIL (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SHARES OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

WESTFIELD AMERICA, INC.

COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH & CO.

DEAN WITTER REYNOLDS INC.

FURMAN SELZ

GOLDMAN, SACHS & CO.

PRUDENTIAL SECURITIES INCORPORATED

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 11, 1997

WESTFIELD AMERICA, INC.

COMMON STOCK
------------------------
Westfield America, Inc. (the "Company") is a Missouri corporation
incorporated in 1924 and is engaged in owning, operating, leasing, developing,
redeveloping and acquiring super regional and regional shopping centers and
power centers located primarily in major metropolitan areas in the United
States. The Company's portfolio consists of interests in 13 super regional and
six regional shopping centers and three power centers containing approximately
19.2 million square feet of gross leasable area (together, the "Centers") and 13
separate department store properties. The Company has engaged subsidiaries of
Westfield Holdings Limited (individually, "Westfield Holdings Limited" and
collectively with its subsidiaries, "Westfield Holdings"), an Australian public
corporation listed on the Australian Stock Exchange Limited (the "ASX"), to
provide advisory, management and development services to the Company and the
Centers. The Company will use $145 million of the proceeds of the Offerings (as
defined below) to make a non-recourse loan secured by Westfield Holdings's
indirect 50% interest in Garden State Plaza, a super-regional shopping center.
The loan will provide the Company with a substantial economic interest in the
revenues from Garden State Plaza. The Company is organized and operated as a
real estate investment trust ("REIT") and expects to continue to be operated as
a REIT for Federal income tax purposes. The Company intends to continue to pay
regular quarterly distributions.
All of the shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock"), of the Company offered hereby are being sold by the
Company. Of the Shares being offered, Shares are being offered initially
outside the United States and Canada by the International Managers (the
"International Offering") and the remaining Shares are being offered
initially in a concurrent offering in the United States and Canada by the U.S.
Underwriters (the "U.S. Offering" and, together with the International Offering,
the "Offerings"). Application has been made to list the Common Stock on the New
York Stock Exchange under the symbol "WEA." Prior to the Offerings, there has
been no public market for the Common Stock. It is currently anticipated that the
initial public offering price will be between $ and $ per Share. See
"Underwriting" for a discussion of the factors considered in determining the
initial public offering price. The Company's articles of incorporation impose
limitations, subject to certain limited exceptions, on the number of shares of
capital stock that may be directly or indirectly owned by any person or
affiliated group. See "Description of Capital Stock--Restrictions on Ownership
and Transfer."
Upon consummation of the Offerings and concurrent transactions, Westfield
America Trust ("WAT"), an Australian public property trust, will own % and
Westfield Holdings will own %, of the outstanding Common Stock on a
fully-diluted basis. The Shares offered hereby represent approximately % of
all shares of Common Stock that will be issued and outstanding after the
Offerings and concurrent transactions on a fully-diluted basis.
SEE "RISK FACTORS" BEGINNING ON PAGE 20 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK, INCLUDING:
- POSSIBLE CONFLICTS OF INTEREST AMONG WESTFIELD HOLDINGS, THE LOWY FAMILY,
WAT AND THE OTHER SHAREHOLDERS OF THE COMPANY.
- RELIANCE BY THE COMPANY ON WESTFIELD HOLDINGS FOR ADVISORY, MANAGEMENT AND
DEVELOPMENT SERVICES SUCH THAT THE COMPANY IS NOT CURRENTLY ABLE TO
OPERATE WITHOUT WESTFIELD HOLDINGS.
- THE ABILITY OF WESTFIELD HOLDINGS, THE LOWY FAMILY AND WAT TO EXERCISE
SIGNIFICANT INFLUENCE OVER THE BUSINESS AND POLICIES OF THE COMPANY.
- LIMITATIONS ON THE SHAREHOLDERS' ABILITY TO CHANGE CONTROL OF THE COMPANY
DUE TO SIGNIFICANT OWNERSHIP BY WESTFIELD HOLDINGS AND WAT AND DUE TO
RESTRICTIONS ON OWNERSHIP OF MORE THAN % OF THE SHARES OF CAPITAL STOCK
BY OTHER SHAREHOLDERS.
- RISKS GENERALLY INHERENT IN RETAIL REAL ESTATE INVESTMENTS, SUCH AS RISKS
FROM CHANGES IN ECONOMIC CONDITIONS, REDEVELOPMENT RISK, COMPETITION FROM
OTHER SHOPPING CENTERS AND OTHER FORMS OF RETAILING AND FINANCIAL
DIFFICULTIES OR BANKRUPTCIES OF TENANTS OR ANCHORS.
- RISKS NORMALLY ASSOCIATED WITH DEBT FINANCING, INCLUDING POSSIBLE
INABILITY TO REFINANCE BALLOON PAYMENTS AND THE RISK OF HIGHER INTEREST
RATES.
- TAXATION OF THE COMPANY AS A REGULAR CORPORATION AND RESULTING ADVERSE
CONSEQUENCES IF IT FAILS TO CONTINUE TO QUALIFY AS A REIT.

(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $ payable by the Company.
(3) The Company has granted to the U.S. Underwriters and the International
Managers options, exercisable for a period of 30 days after the date of the
Prospectus, to purchase up to an aggregate of and additional
shares of Common Stock, respectively, solely to cover over-allotments. If
all such shares of Common Stock are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $
and $ , respectively. See "Underwriting."
------------------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by the Underwriters, and subject to
their right to withdraw, modify, cancel and reject orders in whole or in part.
It is expected that delivery of the Shares offered hereby will be made in New
York City on or about May , 1997.
------------------------
MERRILL LYNCH INTERNATIONAL

ABN AMRO ROTHSCHILD
DEAN WITTER INTERNATIONAL LTD.
FURMAN SELZ
GOLDMAN SACHS INTERNATIONAL
PRUDENTIAL-BACHE SECURITIES
-------------
The date of this Prospectus is , 1997
<PAGE>
Map showing the locations of Westfield America, Inc.'s shopping centers
throughout the United States and identifying the redevelopment projects over a
five-year period; photograph of Montgomery Mall; aerial photographs of Garden
State Plaza, Topanga Plaza, Annapolis Mall, West County Center, Meriden Square,
Plaza Bonita, Mid Rivers Mall, Plaza at West Covina; interior photographs of
Montgomery Mall, Trumbull Shopping Park, Annapolis Mall, Mission Valley Center,
Vancouver Mall, Plaza Camino Real and Connecticut Post Mall.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF SECURITIES IN THE
UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES ACT 1986 AND
THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995 WITH RESPECT TO ANYTHING DONE
BY ANY PERSON IN RELATION TO ANY SECURITIES IN, FROM OR OTHERWISE INVOLVING THE
UNITED KINGDOM MUST BE COMPLIED WITH. SEE "UNDERWRITING."

2
<PAGE>
UNDERWRITING

The underwriters named below (the "International Managers"), acting through
their respective representatives, Merrill Lynch International, ABN AMRO
Rothschild, Dean Witter International Ltd., Furman Selz LLC, Goldman Sachs
International and Prudential-Bache Securities (U.K.) Inc. (the "International
Representatives" and, together with the U.S. Representatives, the
"Representatives"), have severally agreed, subject to the terms and conditions
contained in a purchase agreement relating to the Common Stock (the
"International Purchase Agreement") and concurrently with the sale of
shares of Common Stock to certain underwriters in the United States and Canada
(the "U.S. Underwriters" and, together with the International Managers, the
"Underwriters"), to purchase from the Company the number of shares of Common
Stock set forth opposite their respective names below. Under certain
circumstances, the commitments of certain non-defaulting International Managers
or U.S. Underwriters may be increased.

<TABLE>
<CAPTION>
NUMBER
INTERNATIONAL MANAGERS OF SHARES
-----------
<S> <C>
Merrill Lynch International..................................................................
ABN AMRO Rothschild
Dean Witter International Ltd................................................................
Furman Selz LLC..............................................................................
Goldman Sachs International..................................................................
Prudential-Bache Securities (U.K.) Inc. .....................................................
-----------
Total.............................................................................
-----------
-----------
</TABLE>

The Company has also entered into a purchase agreement (the "U.S. Purchase
Agreement") with the U.S. Underwriters. Subject to the terms and conditions set
forth in the U.S. Purchase Agreement, and concurrently with the sale of
shares of Common Stock to the International Managers pursuant to the
International Purchase Agreement, the Company has agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters have severally agreed to purchase from
the Company, an aggregate of shares of Common Stock. The initial public
offering price per share of the Common Stock and the total underwriting discount
per share of the Common Stock are identical under the International Purchase
Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
International Managers and the U.S. Underwriters, respectively, have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Common Stock being sold pursuant to each such Purchase Agreement if
any of such shares of Common Stock being sold pursuant to each such Purchase
Agreement are purchased. The closings with respect to the sale of the shares to
be purchased by the International Managers and the U.S. Underwriters are
conditioned upon one another.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and the International Managers are permitted to
sell shares of Common Stock to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the terms of the Intersyndicate Agreement, the International Managers and
any dealer to whom they sell shares of Common Stock will not offer to sell or
sell shares of Common Stock to United States or Canadian persons or to persons
they believe intend to resell to United States or Canadian persons, and the U.S.
Underwriters and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to non-United States or
non-Canadian persons or to persons they believe intend to resell to non-United
States or non-Canadian persons, except in each case for transactions pursuant to
the Intersyndicate Agreement.

The International Representatives have advised the Company that the
International Managers propose initially to offer the shares of Common Stock to
the public at the initial offering price set forth on

130
<PAGE>
the cover page of this Prospectus and to certain dealers (who may include
International Managers) at such price less a concession not in excess of $
per share of Common Stock. The International Managers may allow, and such
dealers may reallow, a discount not in excess of $ per share on sales to
certain other dealers. After the initial public offering, the offering price,
the concession and discount may be changed.

The Company has granted to the International Managers an option exercisable
for a period of 30 days from the date of this Prospectus to purchase up to an
additional shares of Common Stock to cover over-allotments, if any, at the
initial offering price less the underwriting discount. If the International
Managers exercise this option, each International Manager will have a firm
commitment, subject to certain conditions, to purchase approximately the same
percentage thereof which the number of shares of Common Stock to be purchased by
it shown in the foregoing table bears to the shares of Common Stock initially
offered hereby.

Each International Manager has represented and agreed that (i) it has not
offered or sold, and will not for a period of six months following consummation
of the Offerings offer or sell any shares of Common Stock to persons in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances that do not
constitute an offer to the public in the United Kingdom for the purposes of the
Public Offers of Securities Regulations 1995, (ii) it has complied with and will
comply with all applicable provisions of the Public Offers of Securities
Regulations 1995 and the Financial Services Act 1986 with respect to anything
done by it in relation to the shares of Common Stock in, from, or otherwise
involving the United Kingdom and (iii) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issue or sale of the shares of Common Stock to a person who
is of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or is a person to whom the
document may otherwise lawfully be issued or passed on.

The Underwriters have informed the Company that the Underwriters do not
intend to confirm sales accounts over which they exercise discretionary
authority in excess of 5%.

131
<PAGE>
active trading market will develop for the Common Stock or that the Common Stock
will trade in the public market subsequent to the Offerings at or above the
initial offering price.

Roy Furman, the Vice Chairman of Furman Selz LLC, one of the several
International Managers is a director of the Company. Goldman, Sachs & Co., one
of the U.S. Representatives, is the owner and/or manager of several investment
funds that currently are investors in the Company.

In 1994, in connection with Prudential's sale of the Company to Westfield
Holdings and certain other investors, Prudential, an affiliate of Prudential
Securities Incorporated which is one of the U.S. Representatives, made secured
loans in the aggregate amount of $339.0 million to certain subsidiaries of the
Company. In 1996, these loans were increased by $15.0 million to $354.0 million.
See "Business and Properties--Debt Summary." Under the terms of the loan
agreement, Prudential is entitled to receive a transfer fee of $1.77 million
from the Company on such mortgage loan upon the sale of the Company's Common
Stock in an initial public offering. Upon consummation of the Offerings, the
Company will pay such fees to Prudential.

In 1995, Prudential made a $260.02 million secured loan to Westland Garden
State Plaza Limited Partnership, the owner of Garden State Plaza. In connection
with the making of the Garden State Plaza Loan by the Company to Westland
Holdings, Prudential is entitled to receive a transfer fee of $130,000. Upon
consummation of the Offerings, Westfield Holdings will pay such fees to
Prudential.

132
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

SUMMARY
TABLE OF CONTENTS

WESTFIELD AMERICA, INC.

COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH INTERNATIONAL

ABN AMRO ROTHSCHILD

DEAN WITTER INTERNATIONAL LTD.

FURMAN SELZ

GOLDMAN SACHS INTERNATIONAL

PRUDENTIAL-BACHE SECURITIES

, 1997

ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Shares being registered. All of the amounts shown are estimates, except
for the SEC registration fee, the NASD filing fee and the NYSE listing fee.

<TABLE>
<S> <C>
SEC registration fee...................................... $ 139,394
NASD filing fee........................................... 30,500
NYSE filing fee........................................... *
Printing and engraving fees............................... *
Legal fees and expenses................................... *
Accounting fees and expenses.............................. *
Blue Sky fees and expense................................. *
Transfer agent and registrar.............................. *
Miscellaneous............................................. *
---------
Total................................................... $ *
---------
---------
</TABLE>

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

* To be filed by amendment

ITEM 31. SALES TO SPECIAL PARTIES.

On January 2, 1997, the Company sold 8,151,155 shares of Common Stock to the
WAT Trustee, for a purchase price of $16.01 per share.

ITEM 32. RECENT SALES OF UNREGISTERED SECURITIES.

On July 1, 1996, the Company sold 940,000 shares of Series A Preferred
Stock, together with 940,000 WAT special options, for $100 per share, to a Dutch
pension fund in an offering exempt from registration pursuant to Regulation S.
ABN Amro Bank N.V. ("ABN Amro") acted as underwriter, in a best efforts
underwriting. The Company paid ABN Amro a selling commission of 3.5% of the
gross purchase price of securities sold and an underwriting commission of 1.5%
of the gross purchase price of the minimum amount (namely, 940,000 Series A
Preferred Shares and 940,000 WAT special options).

On July 1, 1996 the Company issued 6,300 Common Stock to a foreign
individual for a net cash consideration of $100,000, in an offering exempt from
registration pursuant to Regulation S. Concurrently, the Company sold 1,638,311
shares of Common Stock for $16.01 (or $15.87 net of a commission paid to the
purchaser) per share to a U.S. accredited investor as defined in Rule 501 of the
Securities Act. The sale was effected in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act.

On July 1, 1996 the Company issued to WAT, for $314.3 million and WAT's
agreement to issue certain options to purchase WAT units to certain shareholders
of the Company, 31,342,970 shares of Common Stock and a warrant to purchase up
to 6,246,096 shares of the Company's Common Stock at an exercise price of $16.01
per share, subject to adjustment in certain events. The sale was effected in a
private placement exempt from registration pursuant to Section 4(2) of the
Securities Act.

In January 1997, Westland Properties, Inc., a subsidiary of the Company,
issued 128 shares of preferred stock at $500 per share to individual accredited
investors in a private placement exempt from registration pursuant to Section
4(2) of the Securities Act.

On January 2, 1997, the Company sold 8,151,155 shares of Common Stock to
WAT, for a purchase price of $16.01 per share. The sale was effected as a
private placement exempt from registration pursuant to Section 4(2) of the
Securities Act.

II-1
<PAGE>
In the first half of 1996, the Company issued 179,608 shares Common Stock
(after giving effect to the 8980.3893-for-one stock split effected in June 1996)
to its existing shareholders in conjunction with a recontribution of $2,635,900
the December 1995 and March 1996 distributions. In 1995, the Company issued
206,549 shares of Common Stock (after giving effect to the 8980.3893-for-one
stock split effected in June 1996) to its existing stockholders in conjunction
with a recontribution of $3,169,600 of the July 1995 and October 1995
distributions. The sales were effected in private placements exempt from
registration pursuant to Section 4(2) of the Securities Act. In 1995, the
Company issued 105 shares of preferred stock at a purchase price of $500 per
share to individual accredited investors in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act.

ITEM 33. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has obtained, and pays the cost of, directors' and officers'
liability insurance coverage in the amount of $5.0 million (subject to a
retention of "deductible" of $250,000). Directors' and officers' insurance
insures (i) the directors and officers of the Company from any claim arising out
of an alleged wrongful act by the directors and officers of the Company in their
respective capacities as directors and officers of the Company, and (ii) the
Company to the extent that the Company has indemnified the directors and
officers for such loss. The Articles provide for indemnification to the full
extent permitted by Missouri law.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in the
right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.

Section 351.355(2) provides that the corporation may indemnify any such
person in any action or suit by or in the right of the corporation against
expenses (including attorney's fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court.

Section 351.355(3) provides that a corporation shall indemnify any such
person against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding if he has been
successful in defense of such action, suit or proceeding, and if such action,
suit or proceeding is one for which the corporation may indemnify him under
Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall
have the power to give any further indemnity to any such person, in addition to
the indemnity otherwise authorized under Section 351.355, provided such further
indemnity is either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the shareholders of the
corporation, provided that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

The Articles of Incorporation of the Company contain provisions indemnifying
its directors and officers to the extent authorized specifically by Sections
351.355(1), (2), (3) and (7).

II-2
<PAGE>
ITEM 34. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.

Not applicable.

ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Certain Unaudited Consolidated Pro Forma Financial Data

Westfield America, Inc. Unaudited Pro Forma Condensed Consolidated Balance
sheet as of December 31, 1996 (included in the Prospectus as part of this
registration).

Westfield America, Inc. Unaudited Pro Forma Condensed Consolidated Statement
of Income for the year ended December 31, 1996 (included in the Prospectus
as part of this registration).

(b) Financial Statements

Westfield America, Inc. and Subsidiaries Consolidated Financial Statements
as of December 31, 1996 and for the year ended December 31, 1996 (included
in the Prospectus as part of this registration).

Westfield America, Inc. and Subsidiaries Consolidated Financial Statements
as of December 31, 1995 and 1994 and for the year ended December 31, 1995,
the period February 12, 1994 through December 31, 1994 and the period from
January 1, 1994 through February 11, 1994 (included in the Prospectus as
part of this registration).

Acquired Properties Statements of Revenues and Certain Expenses for the
years ended June 30, 1996, 1995 and 1994 (included in the Prospectus as part
of this registration).

Westfield America, Inc. and Subsidiaries
Schedule III Real Estate and Accumulated Depreciation

(d) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
1.1* Form of U.S. Purchase Agreement, among the Company and the U.S. Underwriters
1.2* Form of International Purchase Agreement, among the Company and the International Managers.
3.1* Form of Third Amended and Restated Articles of Incorporation of the Company
3.2* Form of Second Amended and Restated By-Laws of the Company
4.1* Specimen of Common Stock Certificate
5.1* Opinion of Debevoise & Plimpton as to legality of the Shares
5.2* Opinion of Bryan, Cave LLP, as to certain matters of Missouri law
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters
10.1* Form of Garden State Plaza Mortgage and Security Agreement, together with the Promissory Note
attached thereto, dated May , 1997, among Westland Realty, Inc., Westland Partners, Inc.,
Westland Management, Inc. and the Company.
10.2* Form of Westfield Holdings Warrant Purchase Agreement, dated May , 1997, between Westland Realty,
Inc., Westland Partners, Inc., Westland Management, Inc. and the Company.
10.3 Subscription Agreement and Plan of Reorganization, dated as of May 13, 1996, among the WAT Trustee,
the Manager and the Company
10.4 Warrant of the Company, dated July 1, 1996.
10.5* Form of Warrant of the Company, dated May , 1997.
10.6 Special Option Deed, dated May 14, 1996, among WAM, the WAT Trustee and the Company
10.7 Deed of Variation, dated June 24, 1996, among WAM, the WAT Trustee and the Company
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.8* Form of Special Option Deed, dated May , 1997, among WAM, the WAT Trustee and ABP
10.9 Advisory Agreement, dated July 1, 1996, between the Company and Advisor
10.10* Form of First Amendment to Advisory Agreement, dated May , 1997, between the Company and the
Advisor.
10.11 Master Development Framework Agreement, dated July 1, 1996, between the Company and the Developer
10.12* Form of First Amendment to Master Development Framework Agreement, dated May , 1997, between the
Company and the Developer.
10.13 Property Management Letter Agreement, dated July 1, 1996, between the Company and CenterMark
Management Company ("CMC").
10.14* Form of First Amendment to Property Management Letter Agreement dated May , 1997, between the
Company and CMC.
10.15 Management Agreement, dated July 1, 1996, between CMC and the Owner and each of the wholly-owned
Centers
10.16* Form of First Amendment to Management Agreement, dated May , 1997, between CMC and the Owner and
each of the wholly-owned Centers.
10.17 Amended and Restated Assignments of Management Agreements, dated July 1, 1996, between the Company
and CMC
10.18* Form of Amended and Restated Assignments of Management Agreements, dated May , 1997, between the
Company and CMC
10.19 Subcontract of Management Rights, dated July 1, 1996, between the Company and CMC
10.20* Form of Amended and Restated Subcontract of Management Rights dated May , 1997, between the Company
and CMC
10.21 Garden State Plaza Option Agreement, dated July 1, 1996, between the Company and Westfield Capital
Corporation Finance Pty Limited
10.22 Form of First Amendment to Garden State Plaza Option Agreement, dated May , between the Company and
Westfield Capital Corporation Finance Pty Limited.
10.23 License Agreement, dated July 1, 1996, between the Company and Westfield Corporation, Inc., as
amended.
10.24* Stock Purchase Agreement, dated as of May 13, 1996, among Westland Park Avenue Corporation, Westland
Holding Company, Inc. and the Company
10.25* Registration Rights Agreement between the Company and Westfield Holdings Limited
10.26* Form of Investors Agreement among the Company, Westfield Holdings, the WAT Trustee and WAM
11.1 Computation of Primary Earnings Per Share
12.1* Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
10.27* Form of Lowy Non-Compete Agreement
21.1 List of Subsidiaries of the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of BDO Seidman LLP
23.4* Consent of Debevoise & Plimpton (included in Exhibit 5.2)
23.5* Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)
23.7* Consents of Director Nominees
24.1** Powers of Attorney
</TABLE>

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

Filed herewith

* To be filed by amendment

** Previously filed

II-4
<PAGE>
ITEM 36. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

The Registrant undertakes to send to each shareholder at least on an annual
basis a detailed statement of any transactions with the Advisor or its
affiliates, and of fees, commissions, compensation and other benefits paid or
accrued to the Advisor or its affiliates for the fiscal year completed, showing
the amount paid or accrued to each recipient and the services performed.

The Registrant undertakes to file during the offering period a sticker
supplement pursuant to Rule 424(c) under the Act describing each property not
identified in the Prospectus at such time as there arises a reasonable
probability of Investment in such property by the Registrant and to consolidate
all such stickers into a post-effective amendment filed at least once every
three months with the information contained in such amendment provided
simultaneously to the existing shareholders. Each sticker supplement will also
disclose all compensation and fees received by the Advisor or its affiliates in
connection with any such investment. The post-effective amendment shall include
audited financial statements meeting the requirements of Rule 3-14 of Regulation
S-X only for properties acquired during the distribution period.

The Registrant undertakes to file, after the end of the offering period, a
current report on Form 8-K containing the financial statements and any
additional information required by Rule 3-14 of Regulation S-X, to reflect each
commitment not previously disclosed in the Prospectus or a supplement thereto
involving the use of 10% or more (on a cumulative basis) of the net proceeds of
the Offerings and to provide the information contained in such report to the
shareholders at least once each quarter after the end of the Offerings period.
The Registrant undertakes to file the financial statements required by Form 10-K
for the first full fiscal year of operations and will provide the financial
information contained therein to the Shareholders. The Registrant undertakes to
file a final report on Form SR pursuant to Rule 463 of the Act.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 33
above, or otherwise (other than pursuant to insurance), the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than pursuant to insurance or the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceedings), is asserted by such director, officer, or controlling person in
connection with the securities registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
Submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The Registrant hereby undertakes to provide to the Underwriters, at the
closing specified in the Purchase Agreement, certificates in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on
the day of April, 1997.

WESTFIELD AMERICA, INC.

By: /s/ RICHARD E. GREEN
------------------------------------------------------------------

Richard E. Green
Co-President

By: /s/ PETER S. LOWY
------------------------------------------------------------------

Peter S. Lowy
Co-President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 Registration Statement has been signed by the following persons on April
, 1997 in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------

<C> <S>
*
- -------------------------------------------- Director and Chairman of the Board
Frank P. Lowy

*
- -------------------------------------------- Director
Roy L. Furman

/s/ RICHARD E. GREEN
- -------------------------------------------- Director and Co-President
Richard E. Green (Principal Executive Officer)

*
- -------------------------------------------- Director
Frederick H. Hilmer

*
- -------------------------------------------- Director
David H. Lowy

/s/ PETER S. LOWY
- -------------------------------------------- Director and Co-President
Peter S. Lowy (Principal Executive Officer)

/s/ MARK A. STEFANEK Chief Financial
- -------------------------------------------- Officer and Treasurer
Mark A. Stefanek (Principal Financial and Accounting Officer)

*By: /s/ PETER S. LOWY
---------------------------------------
Peter S. Lowy
ATTORNEY-IN-FACT
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------------------- -----
<C> <S> <C>
1.1* Form of U.S. Purchase Agreement, among the Company and the U.S. Underwriters
1.2* Form of International Purchase Agreement, among the Company and the International Managers.
3.1* Form of Third Amended and Restated Articles of Incorporation of the Company
3.2* Form of Second Amended and Restated By-Laws of the Company
4.1* Specimen of Common Stock Certificate
5.1* Opinion of Debevoise & Plimpton as to legality of the Shares
5.2* Opinion of Bryan, Cave LLP, as to certain matters of Missouri law
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters
10.1* Form of Garden State Plaza Mortgage and Security Agreement, together with the Promissory Note
attached thereto, dated May , 1997, among Westland Realty, Inc., Westland Partners, Inc.,
Westland Management, Inc. and the Company.
10.2* Form of Westfield Holdings Warrant Purchase Agreement, dated May , 1997, between Westland
Realty, Inc., Westland Partners, Inc., Westland Management, Inc. and the Company.
10.3 Subscription Agreement and Plan of Reorganization, dated as of May 13, 1996, among the WAT
Trustee, the Manager and the Company
10.4 Warrant of the Company, dated July 1, 1996.
10.5* Form of Warrant of the Company, dated May , 1997.
10.6 Special Option Deed, dated May 14, 1996, among WAM, the WAT Trustee and the Company
10.7 Deed of Variation, dated June 24, 1996, among WAM, the WAT Trustee and the Company
10.8* Form of Special Option Deed, dated May , 1997, among WAM, the WAT Trustee and ABP
10.9 Advisory Agreement, dated July 1, 1996, between the Company and Advisor
10.10* Form of First Amendment to Advisory Agreement, dated May , 1997, between the Company and the
Advisor.
10.11 Master Development Framework Agreement, dated July 1, 1996, between the Company and the
Developer
10.12* Form of First Amendment to Master Development Framework Agreement, dated May , 1997, between
the Company and the Developer.
10.13 Property Management Letter Agreement, dated July 1, 1996, between the Company and CenterMark
Management Company ("CMC").
10.14* Form of First Amendment to Property Management Letter Agreement dated May , 1997, between
the Company and CMC.
10.15 Management Agreement, dated July 1, 1996, between CMC and the Owner and each of the
wholly-owned Centers
10.16* Form of First Amendment to Management Agreement, dated May , 1997, between CMC and the Owner
and each of the wholly-owned Centers.
10.17 Amended and Restated Assignments of Management Agreements, dated July 1, 1996, between the
Company and CMC
10.18* Form of Amended and Restated Assignments of Management Agreements, dated May , 1997, between
the Company and CMC
10.19 Subcontract of Management Rights, dated July 1, 1996, between the Company and CMC
10.20* Form of Amended and Restated Subcontract of Management Rights dated May , 1997, between the
Company and CMC
10.21 Garden State Plaza Option Agreement, dated July 1, 1996, between the Company and Westfield
Capital Corporation Finance Pty Limited
10.22 Form of First Amendment to Garden State Plaza Option Agreement, dated May , between the
Company and Westfield Capital Corporation Finance Pty Limited.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------------------- -----
<C> <S> <C>
10.23 License Agreement, dated July 1, 1996, between the Company and Westfield Corporation, Inc., as
amended.
10.24* Stock Purchase Agreement, dated as of May 13, 1996, among Westland Park Avenue Corporation,
Westland Holding Company, Inc. and the Company
10.25* Registration Rights Agreement between the Company and Westfield Holdings Limited
10.26* Form of Investors Agreement among the Company, Westfield Holdings, the WAT Trustee and WAM
11.1 Computation of Primary Earnings Per Share
12.1* Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
10.27* Form of Lowy Non-Compete Agreement
21.1 List of Subsidiaries of the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of BDO Seidman LLP
23.4* Consent of Debevoise & Plimpton (included in Exhibit 5.2)
23.5* Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)
23.7* Consents of Director Nominees
24.1** Powers of Attorney
</TABLE>

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

Filed herewith

* To be filed by amendment

** Previously filed

<PAGE>

EXHIBIT 10.3

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

SUBSCRIPTION AGREEMENT AND
PLAN OF REORGANIZATION

Relating To

CENTERMARK PROPERTIES, INC.

Dated as of May 13, 1996

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

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I

1.1. Description of the Reorganization...............................2
1.2. Subscriptions by WAT for
Class B Common Stock............................................3
1.3. The Concurrent Option Closings..................................5
1.4. The Closings....................................................5
1.5. WAT Public Offering.............................................6

ARTICLE II

2.1. Articles of Incorporation; By-Laws;
Officers and Directors; Legends.................................6
2.2. Cancellation of Optioned Shares.................................7

ARTICLE III

3.1. Representations and Warranties
of the Company..................................................7
3.1.1. Authority for Agreements................................7
3.1.2. Capitalization of the Company...........................8
3.1.3. Option Agreements.......................................9
3.1.4. REIT Status.............................................9

3.2. Representations and Warranties of WAT...........................9
3.2.1. WAM.....................................................9
3.2.2. WAT Warrants...........................................11
3.2.3. Investment Representation..............................11
3.2.4. Legends................................................11

<PAGE>

ARTICLE IV

4.1. Covenants of the Company.......................................12
4.1.1. Private Placement......................................12
4.1.2. Use of WAT Securities..................................13
4.1.3. Expenses...............................................13
4.1.4. Acquisition of Stock of Westland Properties............13
4.1.5. Information............................................13
4.1.6. Use of Proceeds........................................14

4.2. Covenants of WAM...............................................14
4.2.1. Public Offering........................................14
4.2.2. Issuance of Warrants...................................14
4.2.3. Amendment to Certificate of Incorporation and
By-Laws........................................................15

4.3. Additional Covenants of Each of
the Parties to this Agreement..................................15
4.3.1. Filings and Authorizations.............................15
4.3.2. Execution and Delivery of First Closings Documents.....16
4.3.3. Record Dates...........................................16
4.3.4. Issuance of Capital Stock..............................16
4.3.5. Dividend Reinvestment Plan.............................17

ARTICLE V

5.1. Conditions Precedent to the Company's Obligations..............18
5.1.1. Public Offering Closing, Etc...........................18
5.1.2. GGP and Whitehall
Option Assignment......................................18
5.1.3. Option Exercises.......................................19
5.1.4. Amendment of Articles, Etc.............................19
5.1.5. Performance............................................19
5.1.6. No Injunction, etc.....................................19

5.2. Conditions Precedent to Obligations
of WAM and the WAT Trustee.....................................19

<PAGE>

5.2.1. Public Offering Closing................................20
5.2.2. Performance............................................20
5.2.3. Closings under the
Option Agreements......................................20
5.2.4. No Material Adverse Change.............................20
5.2.5. Amendment of Articles, Etc.............................20
5.2.6. Director and
Shareholder Approval.................................20

ARTICLE VI

6.1. Conditions Precedent to the Company's Obligations..............20
6.1.1. First Closings.........................................21
6.1.2. Performance............................................21
6.1.3. No Injunction, etc.....................................21
6.1.4. Option Agreements......................................21

6.2. Conditions Precedent to Obligations of WAM and the WAT
Trustee........................................................21
6.2.1. First Closings.........................................21
6.2.2. Performance............................................21
6.2.3. Closings under the Option Agreements...................22
6.2.4. No Material Adverse Change.............................22
6.2.5. Director and Shareholder Approval......................22

ARTICLE VII

7.1. Termination by Mutual Consent..................................22

7.2. Termination if the Public
Offering is not Consummated
on or before August 30, 1996...................................22

7.3. Termination upon Breach........................................22

7.4. Effect of Termination..........................................23

iii

<PAGE>

ARTICLE VIII

8.1. Definitions of Certain Terms...................................23

8.2. Expenses.......................................................30

8.3. Further Assurances.............................................30

8.4. Severability...................................................30

8.5. Notices........................................................30

8.6. Miscellaneous..................................................32
8.6.1. Headings...............................................32
8.6.2. Entire Agreement.......................................32
8.6.3. Counterparts...........................................32
8.6.4. Governing Law..........................................33
8.6.5. Assignment.............................................33
8.6.6. No Third Party Beneficiaries...........................33
8.6.7. Amendment; Waivers.....................................33
8.6.8. Submission to Jurisdiction.............................33
8.6.9. WAT Trustee............................................34
8.6.10. WAT Trust Deed.........................................34
8.6.11. Times..................................................34

<PAGE>

ANNEXES

Annex I - Form of CenterMark Warrant
Annex II - Amended and Restated Articles of Incorporation
Annex III - Amended and Restated By-Laws
Annex IV - 1996 Stockholders Agreement
Annex V - Westland Acquisition Agreement
Annex VI - WAT Ordinary Option Deed
Annex VII - WAT Special Option Deed
Annex VIII - Management Agreements
Annex IX - Advisory Agreement
Annex X - Master Development Agreement
Annex XI - GSP Option Agreement
Annex XII - Assignment and Assumption Agreement

<PAGE>

SUBSCRIPTION AGREEMENT AND PLAN OF REORGANIZATION

SUBSCRIPTION AGREEMENT AND PLAN OF REORGANIZATION (hereinafter called
the "Agreement"), dated as of May 13, 1996, among CENTERMARK PROPERTIES, INC., a
Missouri corporation (the "Company"), WESTFIELD AMERICA MANAGEMENT LIMITED
("WAM"), in its capacity as manager of WESTFIELD AMERICA TRUST ("WAT"), a public
trust constituted by the Westfield America Trust Deed, dated March 28, 1996, as
amended ("the WAT Trust Deed"), and PERPETUAL TRUSTEE COMPANY LIMITED, in its
capacity as trustee of WAT (the "WAT Trustee").

RECITALS

WHEREAS, the WAT Trustee (acting at the direction of WAM) wishes to
subscribe for and purchase Class B-1 Common Stock, par value $.01 per share, of
the Company (the "Class B-1 Common Stock") and warrants to purchase additional
shares of Class B-1 Common Stock and the Company wishes to sell such Class B-1
Common Stock and warrants to the WAT Trustee in two subscriptions, the first
stock subscription in the aggregate amount of U.S. $311,500,000 (the "First
Stock Subscription") to take place on the First Stock Subscription Closing Date
(as defined in Section 1.2(a)(ii)) and the second stock subscription in the
aggregate amount of U.S. $130,500,000 (the "Second Stock Subscription") to take
place on the Second Stock Subscription Closing Date (as defined in Section
1.2(b)(ii)) on the terms and conditions set forth herein;

WHEREAS, the parties wish that various stockholder, management,
advisory, development, option and other agreements be entered into and various
other

<PAGE>

transactions take place in connection with the foregoing subscriptions, as
described more fully herein.

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

ARTICLE I

DESCRIPTION OF THE REORGANIZATION; STOCK SUBSCRIPTIONS; CLOSINGS

1.1. DESCRIPTION OF THE REORGANIZATION. This Agreement sets forth the
reorganization necessary to accomplish the following transactions in the order
and sequence set forth below. If the Public Offering Closing (as defined in
Section 1.5) occurs and all of the rights and interests of Westfield under the
Option Agreements (as defined in Section 5.1.2) are assigned to the Company:

(a) on July 1, 1996, or such other date as shall be agreed by the
parties hereto, the following events shall take place contemporaneously:
(i) the Company shall amend and restate its Restated Articles of
Incorporation (the "Articles of Incorporation") and effect certain other
reorganizations of its capital stock including, among other things, a stock
split of its common stock, as described in Section 2.1, and shall amend and
restate its By-Laws (the "By-Laws"), as more fully described in Section
2.1; (ii) the closing of the issuance by the Company of an aggregate of
U.S. $134,000,000 of Class B-2 Common Stock, par value $.01 per share, of
the Company (the "Class B-2 Common Stock") and Series A Preferred Stock,
par value $1.00 per share, of the Company (the "Preferred Stock") to
European and/or United States investors (the "International Investors")
shall occur, as more fully described in Section 4.1.1; (iii) the closing of
the

<PAGE>

First Stock Subscription shall occur, as more fully described in Section
1.2(a), (iv) the closing of the acquisition by the Company of Westland HC1,
Inc., a Delaware corporation ("Westland") shall occur pursuant to the
Westland Acquisition Agreement (as defined in Section 4.1.4) and (v)
subject to, among other things, the assignment and exercise, if any, of the
Options, the closing of the purchase by the Company of the 1996 GGP
Optioned Shares and the Whitehall Optioned Shares (as defined in Section
5.1.2) shall occur, as more fully described in Section 5.1.2; and

(b) on January 3, 1997, or such other date as shall be agreed by the
parties hereto, the following events shall occur contemporaneously: (i)
the closing of the Second Stock Subscription shall occur, as more fully
described in Section 1.2(b), and (ii) the closing of the purchase by the
Company of the 1997 GGP Optioned Shares shall occur, as more fully
described in Section 5.1.2.

1.2. SUBSCRIPTIONS BY WAT FOR CLASS B COMMON STOCK. (a) FIRST STOCK
SUBSCRIPTION. (i) SALE AND PURCHASE. Subject to the terms and conditions of
this Agreement, including the satisfaction or waiver of the conditions precedent
set forth in Article V and in reliance upon the representations, warranties and
agreements of the respective parties contained in this Agreement, subject to the
assignment and the exercise, if any, of the Options (as defined in Section
5.1.2), the Company agrees to issue and sell to the WAT Trustee, and WAM and the
WAT Trustee agree to subscribe for and to purchase 2,166.562 shares (which
number of shares shall be adjusted to reflect the Stock Split (as defined in
Section 2.1)) of Class B-1 Common Stock (as adjusted as provided below, the
"First Purchased Shares") and a warrant (the "CM Warrant") to purchase the
number of additional shares of Class B-1 Common Stock equal to 100,000,000
divided by the Share Price (as hereinafter defined) at a price per share (the
"Share Price") equal to the U.S. dollar equivalent of 20 Australian dollars

<PAGE>

converted into U.S. dollars at the Rate (as defined in Section 2.1), such CM
Warrant to be in substantially the form of Annex I hereto, from the Company for
(x) the aggregate cash consideration of U.S. $311,500,000 (as adjusted as
provided below, the "First Cash Purchase Price") (which amount has been adjusted
to reflect the consideration for the WAT Warrants as set forth in the Option
Deeds), and (y) the issuance of one WAT Common Warrant for each share of Class
B-2 Common Stock (after giving effect to the Stock Split) issued to, or retained
by, the International Investors and the issuance of one WAT Special Warrant for
each share of Preferred Stock issued to International Investors and the other
consideration provided for herein (as described in Section 4.2.2). The number
of shares to be purchased may, at WAM's option, be proportionately adjusted
upwards or downwards, as applicable, to the extent that the funds raised by WAT
in the Public Offering, when converted to U.S. dollars at the Rate, are greater
or less than U.S. 311,500,000, and the First Cash Purchase Price shall be
adjusted to equal such greater or lesser amount.

(ii) DELIVERY OF SHARES; PAYMENT. On the First Stock Subscription
Closing Date (as defined below), the Company will deliver certificates
evidencing the First Purchased Shares and the CM Warrants for the account of the
WAT Trustee against delivery to the Company of (w) payment by the WAT Trustee of
the First Cash Purchase Price by wire transfer, in lawful money of the United
States of America in Federal or in other immediately available funds (or by such
other means as may be agreed to by the Company), to such bank account of the
Company as the Company shall designate to the WAT Trustee and WAM, for immediate
credit to the Company, (x) the issuance by WAM of one WAT Common Warrant for
each share of Class B-2 Common Stock (after giving effect to the Stock Split)
issued by the Company to, or retained by, the International Investors registered
in the name of the Company or such person(s) as shall be designated by the
Company, and (y) the issuance by WAM of one WAT Special Warrant for each share
of Preferred Stock issued by the Company to the Institutional Investors
registered in the

<PAGE>

name of the Company or such person(s) as shall be designated by the Company.
The subscription for stock provided for in this Section 1.2(a) is hereinafter
referred to as the "First Stock Subscription." The closing of the First Stock
Subscription is hereinafter referred to as the "First Stock Subscription
Closing" and the date such closing shall occur, as the "First Stock Subscription
Closing Date".

(b) SECOND STOCK SUBSCRIPTION. (i) SALE AND PURCHASE. Subject to
the terms and conditions of this Agreement, including the satisfaction or waiver
of the conditions precedent set forth in Article VI, and in reliance upon the
representations, warranties and agreements of the respective parties contained
in this Agreement, subject to the assignment and the exercise, if any, of the
Options (as defined in Section 5.1.2), the Company agrees to issue and sell to
the WAT Trustee, and WAM and the WAT Trustee irrevocably agree to subscribe for
and to purchase from the Company, 907.661 shares (which number of shares shall
be adjusted to effect the Stock Split) of Class B-1 Common Stock (the "Second
Purchased Shares," and together with the First Purchased Shares, the "Purchased
Shares")) from the Company for the aggregate cash consideration of U.S.$
130,500,000 (the "Second Purchase Price").

(ii) DELIVERY OF SHARES; PAYMENT. On the Second Stock Subscription
Closing Date (as defined below), the Company will deliver certificates
evidencing the Second Purchased Shares for the account of the WAT Trustee
against delivery to the Company of payment of the Second Purchase Price by wire
transfer, in lawful money of the United States of America in Federal or in other
immediately available funds (or by such other means as may be agreed to by the
Company), to such bank account of the Company as the Company shall designate to
the WAT Trustee and WAM, for immediate credit to the Company. The subscription
for stock provided for in this Section 1.2(b) is hereinafter referred to as the
"Second Stock Subscription." The closing of the Second Stock Subscription is
hereinafter referred to as the "Second

<PAGE>

Stock Subscription Closing" and the date such closing shall occur, as the
"Second Stock Subscription Closing Date".

1.3. THE CONCURRENT OPTION CLOSINGS. Subject to, among other things,
the assignment and exercise, if any, of the Options, the First Stock
Subscription Closing will take place concurrently with, the closings of
purchases by the Company of the 1996 GGP Optioned Shares (as defined in Section
5.1.2) (the "1996 GGP Option Purchase") and the Whitehall Optioned Shares (as
defined in Section 5.1.2) (the "Whitehall Option Purchase", and together with
the 1996 GGP Option Purchase, the "1996 Option Purchases") pursuant to the terms
of each of the Option Agreements (as defined in Section 5.1.2), respectively, on
the First Closings Date. The closing of the 1996 GGP Option Purchase shall
hereinafter be referred to as the "1996 GGP Option Closing" and the date such
closing shall occur, as the "1996 GGP Option Closing Date". The closing of the
Whitehall Option Purchase shall hereinafter be referred to as the "Whitehall
Option Closing" and the date such closing shall occur, as the "Whitehall Option
Closing Date." Subject to, among other things, the assignment and exercise, if
any, of the Options, the Second Stock Subscription Closing will take place
concurrently with, the closing of the purchase by the Company of the 1997 GGP
Optioned Shares (as defined in Section 5.1.2) (the "1997 GGP Option Purchase",
and together with the 1996 Options Purchases, the "Option Purchases") by the
Company will take place pursuant to the GGP Option Agreement (as defined in
Section 5.1.2) on January 3, 1997, or such later date as shall be agreed. The
closing of the 1997 GGP Option Purchase shall hereinafter be referred to as the
"1997 GGP Option Closing" and the date such closing shall occur, as the "1997
GGP Option Closing Date".

1.4. THE CLOSINGS. (a) THE FIRST CLOSINGS. The First Stock
Subscription Closing and, subject to the assignment and exercise, if any, of the
Options, the 1996 GGP Option Closing and the Whitehall Option Closing shall take
place concurrently at the offices of Debevoise & Plimpton, 875 Third Avenue, New
York, New York 10022, at

<PAGE>

9:00 A.M., New York City time, on July 1, 1996 (or at such other place and time
and/or on such other date as the parties hereto may agree), and shall
hereinafter be called collectively the "First Closings"). The date upon which
the First Closings occur shall hereinafter be called the "First Closings Date."

(b) THE SECOND CLOSINGS. The 1997 GGP Option Closing and the Second
Stock Subscription Closing shall take place concurrently at the offices of
Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022, at 9:00 A.M.
on January 3, 1997 (or at such other place and time and/or on such other date as
the parties hereto may agree), and shall hereinafter be called collectively the
"Second Closings", and together with the First Closings, the "Closings"). The
date upon which the Second Closings occur shall be the same as the 1997 GGP
Option Closing Date and the Second Stock Subscription Closing Date and shall
hereinafter be called the "Second Closings Date," and together with the First
Closings Date, the "Closings Date".

1.5. WAT PUBLIC OFFERING. The settlement of the Australian public
offering of WAT Units (as defined in Section 4.2.2) (the "Public Offering") and
the allotment of offered WAT Units in connection therewith (which is expected to
occur in Australia on or about June 28, 1996 (Sydney, Australia time)) is
hereinafter called the "Public Offering Closing" and the date upon which the
Public Offering Closing occurs is hereinafter called the "Public Offering
Closing Date."

ARTICLE II

RECAPITALIZATION OF THE COMPANY; STOCK SPLIT

2.1. ARTICLES OF INCORPORATION; BY-LAWS; OFFICERS AND DIRECTORS;
LEGENDS. (a) ARTICLES OF INCORPORATION; STOCK SPLIT. On or prior to the First
Closings Date, the Company agrees to use all reasonable efforts to cause the

<PAGE>

Articles of Incorporation to be amended and restated to read substantially in
the form of Annex II hereto (the "Amended and Restated Articles of
Incorporation"), and to effect, among other amendments, an X-for-one stock split
of the outstanding Common Stock (the "Stock Split"), where X shall be determined
by dividing 143,776.1772 by the number obtained by converting 20 Australian
dollars into U.S. dollars at the rate for Australian dollars quoted in U.S.
dollars that is used by WAM on the Public Offering Closing Date to convert the
funds raised by the Public Offering to U.S. dollars for the purpose of the WAT
Trustee acquiring the First Purchased Shares on behalf of WAT (the "Rate"), and
certain other modifications of its capital structure as set forth in Annex II.
WAM agrees that it shall immediately notify the Company of the Rate when
determined.

(b) THE BY-LAWS. On or prior to the First Closings Date, the Company
agrees to use all reasonable efforts to cause the By-Laws of the Company to be
amended and restated (the "Amended and Restated By-Laws"), to read substantially
in the form of Annex III hereto.

(c) THE OFFICERS AND DIRECTORS. Effective as of the First Closings
Date, the directors of the Company shall be elected in the manner provided in
the 1996 Stockholders Agreement (the "1996 Stockholders Agreement"),
substantially in the form of Annex IV hereto, and in the Amended and Restated
By-Laws.

2.2. CANCELLATION OF OPTIONED SHARES. All of the Optioned Shares
purchased by the Company shall be cancelled and shall not be reissued.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the WAT

<PAGE>

Trustee and to WAM on the date hereof and on and as of the First Closings Date
and the Second Closings Date (except as affected by the transactions
contemplated hereby or to the extent that any representation or warranty is made
as of a specific date, in which case the Company makes such representation or
warranty only as of such specified date) as follows:

3.1.1. AUTHORITY FOR AGREEMENTS. The Company is a Missouri
corporation duly organized, validly existing and in good standing under the
laws of the State of Missouri. The Company has full corporate power and
authority to execute and deliver the Transaction Documents to which it is a
party, to perform its obligations under the Transaction Documents and to
consummate the Transactions to which it is a party. The execution and
delivery of the Transaction Documents to which the Company is a party, and
the consummation of the Transactions to which the Company is a party, will,
upon the approval of this Agreement and the transactions contemplated
hereby by the Board of Directors of the Company and the Amended and
Restated Articles of Incorporation and the Amended and Restated By-Laws by
the shareholders of the Company and the Option Exercises (the "Approvals"),
(which Approvals must be obtained on or prior to the First Closings Date),
be duly authorized by all appropriate corporate or other action on the part
of the Company, subject to the approval of the Company's Board of Directors
and the 1996 GGP Option Closing and the 1997 GGP Option Closing. The
Transaction Documents to which the Company is a party have been or will be
duly executed and delivered by the Company and constitute or will, when
executed and subject to obtaining the Approvals, constitute valid and
legally binding obligations of the Company, enforceable against the Company
in accordance with the terms of such Transaction Documents, subject only to
applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and to general

<PAGE>

principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.

3.1.2. CAPITALIZATION OF THE COMPANY. As of the date hereof, all of
the issued and outstanding shares of capital stock of the Company have been
duly authorized, validly issued, fully paid and non-assessable. At each of
the Closings, upon payment in accordance with the terms of this Agreement
and subject to obtaining the Approvals, the First Purchased Shares and the
Second Purchased Shares, respectively, will be validly issued, fully paid
and non-assessable. There are no preemptive rights or similar rights to
purchase any of the shares or CM Warrants to be issued to the WAT Trustee
hereunder on the part of any holders of any class of securities of the
Company that have not been, or as of each of the Closing Dates, will not
be, waived. The CM Warrants delivered at the First Closings will be duly
authorized, validly issued and outstanding and entitled to the rights set
forth therein. The shares of Class B-1 Common Stock issuable upon exercise
of the CM Warrants will be duly authorized, validly issued, fully paid and
non-assessable. There are no preemptive rights or similar rights to
purchase any such Shares of Class B-1 Common Stock upon such exercise on
the part of any holders of any class of securities of the Company. No
options, warrants, conversion or other rights, agreements or commitments of
any kind obligating the Company, contingently or otherwise, to issue or
sell any shares of its capital stock of any class or any securities
convertible into or exchangeable for any such shares, are outstanding, and
no authorization therefor has been given, other than as contemplated by
this Agreement.

3.1.3. OPTION AGREEMENTS. The Company has full corporate power,
authority and legal right and has obtained all necessary consents and
authorization to make the representations and warranties of the

<PAGE>

"Purchaser" pursuant to Section 10 of each of the Option Agreements.

3.1.4. REIT STATUS. The Company is organized in conformity with the
requirements for qualification of a real estate investment trust ("REIT")
under the U.S. Internal Revenue Code of 1986, as amended, (the "Code"), and
the present and contemplated method of operation of the Company does and
will enable the Company to meet the requirements for taxation as a REIT
under the Code.

3.2. REPRESENTATIONS AND WARRANTIES OF WAT. Each of WAM and the WAT
Trustee (in its capacity as trustee of WAT) provides certain of the
representations and warranties in respect of itself to the Company on and as of
the date hereof and on and as of the First Closings Date and the Second Closings
Date (except as affected by the transactions contemplated hereby or to the
extent that any representation or warranty is made as of a specific date, in
which case WAM and the WAT Trustee make such representation or warranty only as
of such specified date) as follows:

3.2.1. WAM. WAM represents and warrants as follows: (a) In respect
of WAM: WAT is a public trust established under the WAT Trust Deed. WAM
is a corporation duly organized and validly existing under the laws of New
South Wales, Australia, and has the corporate power and authority to
execute and deliver the Transaction Documents to which it is a party, to
perform (or to cause WAT to perform) its obligations under the Transaction
Documents and to consummate the Transactions to which it is a party. The
execution and delivery of the Transaction Documents to which WAM is a
party, and the consummation of the Transactions thereby, have been duly
authorized by all necessary trust or corporate action on the part of WAM.
The Transaction Documents to which WAM is a party have been duly executed
and delivered by WAM and constitute or will, when executed, constitute
valid and legally

<PAGE>

binding obligations of WAM, enforceable against WAM in accordance with the
terms of the Transaction Documents, subject only to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and to principles of equity, regardless of
whether enforcement is sought in a proceeding in equity or at law.

(b) WAT TRUSTEE. The WAT Trustee represents and warrants as follows:
In respect of the WAT Trustee: The WAT Trustee is a company duly organized
and validly incorporated under the laws of New South Wales, Australia, and
has the power under the WAT Trust Deed to execute and deliver the
Transaction Documents to which it is a party, to perform its obligations
under the Transaction Documents and to consummate the Transactions to which
it is a party. The execution and delivery of the Transaction Documents to
which the WAT Trustee is a party, and the consummation of the Transactions
contemplated thereby, have been duly authorized by all appropriate trust
action on the part of the WAT Trustee. The Transaction Documents to which
the WAT Trustee is a party have been, or will be, duly executed and
delivered by the WAT Trustee and constitute or will, when executed,
constitute valid and legally binding obligations of the WAT Trustee
enforceable against the WAT Trustee in accordance with the terms of the
Transaction Documents, subject only to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors'
rights generally and to principles of equity, regardless of whether
enforcement is sought in a proceeding in equity or at law.

(c) WAM represents and warrants to the WAT Trustee that: (i) the
prospectus for the issue of WAT Units, dated on or about May 14, 1996 (the
"WAT Prospectus") does not contain or include an untrue statement of a
material fact or omit to state a material fact which would make the WAT
Prospectus, in

<PAGE>

light of the circumstances, misleading; (ii) to the best of WAM's
information, knowledge and belief, after due and proper inquiry, no legal
or governmental proceedings are pending to which the Company or to which
the property of the Company is subject which might be expected to have a
material adverse effect on the business, operations or condition of the
Company or its affiliates, whether or not arising in the ordinary course of
business; and (iii) as of the date of this Agreement, the Company is
organized in conformity with the requirements for qualification of a REIT
under the Code, and the present and contemplated method of operation of the
Company does and will enable the Company to meet the requirements for
taxation as a REIT under the Code.

3.2.2. WAT WARRANTS. There are no preemptive rights or similar rights
to purchase any such WAT Units on the part of any holders of any class of
securities of WAT. The WAT Warrants delivered at the First Closings and
the WAT Warrants thereafter issued pursuant to the WAT Option Deeds will be
duly authorized, validly issued and outstanding and entitled to the rights
under the respective WAT Option Deed (as defined in Section 4.2.2). The
WAT Units issuable upon exercise of the WAT Warrants will be duly
authorized, validly issued, fully paid and non-assessable. There are no
preemptive rights or similar rights to purchase any such WAT Units upon
such exercise on the part of any holders of any class of securities of WAT.

3.2.3. INVESTMENT REPRESENTATION. The WAT Trustee is acquiring the
Purchased Shares and the CM Warrants pursuant to the terms and conditions
of this Agreement in its capacity as trustee of WAT for investment on
behalf of WAT and not with a view to, or for sale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). WAM and the WAT Trustee understand that
none of the Purchased Shares,

<PAGE>

the CM Warrants or the shares of Class B-1 Common Stock issuable upon
exercise of the CM Warrants have been or will be registered under the
Securities Act or the securities laws of any State of the United States and
that such securities will be subject to the restrictions on transfer set
forth in the legends contained in Section 3.2.4 below.

3.2.4. LEGENDS. WAM acknowledges and agrees that the CM Warrants
shall be stamped or endorsed with the legend set forth in Annex I and shall
be subject to the restrictions on transfer set forth therein and that any
certificates evidencing Common Stock purchased pursuant to this Agreement
or upon exercise of a CM Warrant shall be stamped or endorsed with a legend
in substantially the following form:

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
SECURITIES LAWS, AND ACCORDINGLY NEITHER THE SHARES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND
ANY SUCH LAWS APPLICABLE THERETO AND THE RULES AND REGULATIONS THEREUNDER.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE ISSUED
PURSUANT TO AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE ISSUER'S
ARTICLES OF INCORPORATION LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE
COMPANY'S COMMON STOCK.

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE ISSUER'S
MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO INDIVIDUAL MAY
BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP
LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY DECREASE OR INCREASE FROM
TIME TO TIME, UNLESS SUCH

<PAGE>

INDIVIDUAL IS AN EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO
BENEFICIALLY OWN SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY
NOTIFY THE ISSUER. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE
THE MEANINGS DEFINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE SAME
MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH
SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP AND TRANSFER
ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL BE AUTOMATICALLY
EXCHANGED FOR EXCESS SHARES AND WILL BE DEEMED TRANSFERRED TO A SPECIAL
TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION."

ARTICLE IV

COVENANTS

4.1. COVENANTS OF THE COMPANY.

4.1.1. PRIVATE PLACEMENT. Subject to the terms and conditions set
forth herein, including the assignment and exercise, if any, of the
Options, on or prior to the First Closings Date, the Company shall use all
reasonable efforts to consummate the issuance and sale of an aggregate of
U.S. $134,000,000 of Class B-2 Common Stock (including up to $40,000,000
shares of Class C Common Stock and/or Class B Common Stock retained by the
Whitehall Group and/or GGP and converted into Class B-2 Common Stock)
and/or Preferred Stock (the "Private Placement Shares") to European and/or
United States investors in transactions exempt from the registration
requirements of the Securities Act (the "Private Placement").

4.1.2. USE OF WAT SECURITIES. The Company shall not transfer any WAT
Warrants received by it on the First Closings Date or thereafter other than
in a

<PAGE>

transaction exempt from the registration requirements of the Securities Act
and in compliance with other applicable law (a) in the case of the WAT
Common Warrants (i) to non-U.S. persons (as defined in Regulation S under
the Securities Act) or Accredited Investors, or (ii) together with shares
of Common Stock issued by the Company and (b) in the case of WAT Special
Warrants (x) to non-U.S. persons together with shares of Preferred Stock
issued in the Private Placement or (y) together with shares of Preferred
Stock issued by the Company.

4.1.3. EXPENSES. The Company agrees to pay or reimburse the WAT
Trustee, WAM and their respective affiliates for all of their respective
expenses, costs and fees (including the fees of attorneys, auditors and
appraisers, financial advisory fees, investment banking fees, travel
expenses and all other fees related to the preparatory work of the
Transactions) in connection with the Transactions and the WAT Offering to
the extent that such costs do not exceed the pro-rata share (based on
amounts of equity issued in respect of WAT and the Company) of the costs of
all new capital raised.

4.1.4. ACQUISITION OF STOCK OF WESTLAND PROPERTIES. On or prior to
the First Closings Date, the Company shall use all reasonable efforts to
consummate the acquisition of all of the outstanding capital stock of
Westland as provided in the Westland Acquisition Agreement (the "Westland
Acquisition Agreement"), substantially in the form of Annex V hereto.

4.1.5. INFORMATION. The Company agrees to furnish on a reasonably
timely basis all information concerning itself as may be reasonably
requested by the WAT Trustee or WAM in connection with the Public Offering,
and, after the Public Offering Closing, in connection with the preparation
by the WAT Trustee or

<PAGE>

WAM of annual, semi-annual and other reports required to be made available
to (i) its securityholders under Australian securities law or Australian
Stock Exchange rules, (ii) stockholders of the Company or (iii) to comply
with its fiduciary duties as WAT Trustee under the WAT Trust Deed. The
Company shall provide to the WAT Trustee and WAM (i) annual financial
statements audited by an independent accounting firm, (ii) half-yearly
financial statements reviewed by an independent accounting firm and (iii) a
report on a quarterly basis to coincide with quarterly dividend
distributions.

4.1.6. USE OF PROCEEDS. (a) The Company agrees that the cash proceeds
it shall receive upon the First Stock Subscription Closing, together with
the net proceeds from the Private Placement, shall be used to (i) subject
to the execution and delivery of the Assignment and Assumption Agreement
(as defined in Section 5.1.2), and the exercise, if any, of the Options
redeem or repurchase the Optioned Shares, (ii) retire certain indebtedness
of the Company in an amount equal to $110 million, (iii) acquire all of the
outstanding capital stock of Westland and (iv) pay expenses in connection
therewith; and

(b) The Company agrees that the cash proceeds it shall receive upon
the Second Stock Subscription Closing shall be used to, subject to the
execution and delivery of the Assignment and Assumption Agreement, and the
exercise, if any, of the Options, redeem or repurchase the Optioned Shares.

4.2. COVENANTS OF WAM.

4.2.1. PUBLIC OFFERING. WAM will use all reasonable efforts to
consummate the Public Offering.

4.2.2. ISSUANCE OF WARRANTS. WAT and the WAT Trustee agree to enter
into the Ordinary Option Deed (the "WAT Ordinary Option Deed") in
substantially the

<PAGE>

form of Annex VI, and WAM agrees to issue options thereunder ("WAT Common
Warrants") permitting the holder thereof to exchange one share of Common
Stock (after giving effect to the Stock Split) for 20 ordinary units of WAT
("WAT Units"), such WAT Common Warrants to be issued on the First Closings
Date and from time to time thereafter upon the request of the Company. WAM
and the WAT Trustee agree to enter into on the First Closings Date the
Special Option Deed (the "WAT Special Option Deed" and, together with the
WAT Ordinary Option Deed, the "WAT Option Deeds") in substantially the form
of Annex VII, and WAM agrees to issue options ("WAT Special Warrants" and
together with WAT Common Warrants, the "WAT Warrants") thereunder
permitting the holder thereof to purchase from WAM the number of WAT Units
equal to 100 divided by the Rate for either (a) US $100 in cash or (b) in
exchange for one share of Preferred Stock, such WAT Special Warrants to be
issued on the First Closings Date and from time to time thereafter upon the
request of the Company.

4.2.3. AMENDMENT TO CERTIFICATE OF INCORPORATION AND BY-LAWS. The WAT
Trustee covenants and agrees to vote and WAM covenants and agrees to direct
the WAT Trustee to vote all shares of Class B Common Stock held by the WAT
Trustee in favor of the amendment and restatement of the Articles of
Incorporation to read in its entirety substantially in the form attached
hereto as Annex II and to effect the Stock Split and the other
restructurings contemplated thereby and to amend the By-Laws to read in
their entirety substantially in the form attached hereto as Annex III.

4.3. ADDITIONAL COVENANTS OF EACH OF THE PARTIES TO THIS AGREEMENT.

4.3.1. FILINGS AND AUTHORIZATIONS. (a) Each of the parties to this
Agreement will, as promptly as practicable, file or supply, or cause to be
filed or supplied, all applications, notifications and

<PAGE>

information required to be filed or supplied by each of them pursuant to
Applicable Law in connection with the execution and delivery of the
Transaction Documents and the consummation of the Transactions, and will
use their reasonable efforts to obtain, or cause to be obtained, all
necessary consents, licenses, approvals, orders or authorizations.

(b) Each of the parties to this Agreement will coordinate and
cooperate with the other parties in exchanging such information, supplying
such assistance and information and executing such instruments, documents,
conveyances and assurances and taking such other actions as may be
reasonably requested by any party hereto in connection with the
satisfaction of the conditions precedent set forth in Articles V and VI and
in Section 4 of the Option Agreements.

4.3.2. EXECUTION AND DELIVERY OF FIRST CLOSINGS DOCUMENTS. On or
prior to the First Closings Date, subject to the satisfaction of the
conditions hereto, each of the parties to this Agreement who are to be
party to the following agreements shall execute and deliver (i) the 1996
Stockholders Agreement, (ii) Management Agreements and related agreements
(the "Management Agreements"), substantially in the form of Annex VIII
hereto, (iii) an Advisory Agreement (the "Advisory Agreement"),
substantially in the form of Annex IX hereto, (iv) a Master Development
Framework Agreement (the "Master Development Agreement"), substantially in
the form of Annex X hereto, (v) a GSP Option Agreement (the "GSP Option
Agreement"), substantially in the form of Annex XI hereto, (vi) the
Westland Acquisition Agreement, (vii) the WAT Ordinary Option Deed, and
(viii) the WAT Special Option Deed. All of the agreements and documents
referred to in this Section 4.3.2 shall hereinafter be referred to as the
"First Closings Documents".

<PAGE>

4.3.3. RECORD DATES. The Company and WAM shall cooperate to ensure
that the record dates for the determination of entitlement to (a)
distributions of distributable income of WAT for a six-month period and (b)
cash dividends in respect of the operations of the Company for each of the
three-month periods in a calendar year commencing on (i) April 1 and (ii)
October 1, are harmonized in a manner which does not prejudice any holders
of Common Stock or Preferred Stock (the "Capital Stock") of the Company or
of WAT Units.

4.3.4. ISSUANCE OF CAPITAL STOCK. Unless the WAT Trustee otherwise
agrees, the Company shall only issue shares of Capital Stock during the
Ordinary Option Period (as defined in the WAT Ordinary Option Deed) as
follows:

(a) if WAM and the WAT Trustee do not participate in the issuance and
the issuance is an issuance of either (i) Common Stock or (ii) Preferred
Stock together with WAT Special Warrants, in each case at a price
determined by the Board of Directors of the Company, but not less than the
Market Price multiplied by the Option Number (converted into U.S. dollars
at the then Applicable Rate);

(b) if WAM and the WAT Trustee participate in the issuance and the
issuance is an issuance of (i) Common Stock or (ii) Preferred Stock issued
together with the WAT Special Warrants, in each case at a price not less
than the price at which WAM issues WAT Units in order to allow it to fund
its participation in such Company issue, multiplied by the applicable
Option Number and converted into U.S. dollars at the then Applicable Rate;

(c) in the case of Preferred Stock that is issued without WAT Special
Warrants, (i) if WAM and the WAT Trustee participate in the issuance, at a
price equal

<PAGE>

to the price paid by the WAT Trustee for such Preferred Stock, and (ii) if
WAM or the WAT Trustee do not participate in the issuance, at a price not
less than the liquidation preference for such Preferred Stock;

(d) notwithstanding paragraphs (a), (b) and (c) above, if the issuance
is made pursuant to the Dividend Reinvestment Plan (as defined in Section
4.3.5), in accordance with Section 4.3.5;

(e) in accordance with the transactions described in Section 5 of the
WAT Prospectus.

(f) in connection with an issuance which results in the expiration of
the Ordinary Option Period;

(g) in connection with a Reconstruction (as defined in the WAT
Ordinary Option Deed that includes compliance with the terms of such WAT
Ordinary Option Deed or as defined in the WAT Special Option Deed that
includes compliance with the terms of such WAT Special Option Deed); and

(h) in connection with the issuance of "Excess Shares" or the issuance
of Capital Stock in exchange for "Excess Shares", in accordance with the
requirements of the Amended and Restated Articles of Incorporation.

4.3.5. DIVIDEND REINVESTMENT PLAN. The parties covenant and agree
that if during the Ordinary Option Period the Company has in place a
Dividend Reinvestment Plan, the issue price at which each share of Common
Stock must be issued under the Dividend Reinvestment Plan on a particular
date will (a) if WAT does not have in place a Dividend Reinvestment Plan on
the particular date, be a price not less than the Market Price (converted
into U.S. Dollars at the Applicable Rate) multiplied by the Option Number
applicable to Common Stock and (b) if WAT has in place a Dividend

<PAGE>

Reinvestment Plan at the particular date, be a price equal to the price at
which WAT Units would be required to be issued at that time under WAT's
Dividend Reinvestment Plan (converted into U.S. dollars at the Applicable
Rate), multiplied by the Option Number applicable to Common Stock.

ARTICLE V

CONDITIONS PRECEDENT TO THE FIRST CLOSINGS

5.1. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The
respective obligations of the Company to consummate the Transactions to be
effected on or prior to the First Closings Date) to which it is a party shall be
subject to the fulfillment on or prior to the First Closings Date (except as
otherwise specified) of the following conditions:

5.1.1. PUBLIC OFFERING CLOSING, ETC. The Public Offering Closing
shall have occurred.

5.1.2. GGP AND WHITEHALL OPTION ASSIGNMENT. The Company and Westfield
U.S. Investments Pty. Limited, an Australian corporation ("Westfield"),
shall have executed and delivered an Assignment and Assumption Agreement,
substantially in the form of Annex XIII (the "Assignment and Assumption
Agreement"), pursuant to which (a) Westfield would assign to the Company
all of its rights under (i) the GGP Option Agreement, dated as of December
19, 1995 (as amended, the "GGP Option Agreement"), among the Company,
Westfield and GGP Limited Partnership ("GGP"), pursuant to which GGP
granted to Westfield a first option (the "1996 GGP Option") to acquire a
portion of the outstanding Class A Common Stock held by GGP (the "1996 GGP
Optioned Shares") and a second option (the "1997 GGP Option", and together
with the 1996 GGP Option, the "GGP Options") to acquire the remaining Class
A Common Stock

<PAGE>

held by GGP (the "1997 GGP Optioned Shares", and together with the 1996 GGP
Optioned Shares, the "GGP Optioned Shares") and (ii) Whitehall Option
Agreement, dated as of December 19, 1995 (as amended, the "Whitehall Option
Agreement", and together with the GGP Option Agreements, the "Option
Agreements"), pursuant to which the Whitehall Group (as defined in Section
8.1) granted to Westfield an option (the "Whitehall Option", and together
with the GGP Options, the "Options") to acquire outstanding Class C Common
Stock held by the Whitehall Group (the "Whitehall Optioned Shares", and
together with the GGP Optioned Shares, the "Optioned Shares"), and (b) the
Company would assume all of the obligations of Westfield as the "Purchaser"
under the Option Agreements.

5.1.3. OPTION EXERCISES. The Options shall have been assigned to the
Company and the Company shall have elected to exercise the Options (the
"Option Exercises").

5.1.4. AMENDMENT OF ARTICLES, ETC. The Amended and Restated Articles
of Incorporation shall have been approved by the shareholders of the
Company and filed with the Secretary of State of the State of Missouri and
shall have become effective. The Amended and Restated By-Laws shall have
been approved by the shareholders of the Company and shall be effective.

5.1.5. PERFORMANCE. Each of WAM and the WAT Trustee shall have duly
performed and complied in all material respects with all agreements and
conditions required by this Agreement to be performed or complied with by
them prior to or on the First Closings Date.

5.1.6. NO INJUNCTION, ETC. Consummation of the Transactions to be
effected on or prior to the First Closings Date shall not have been
restrained, enjoined or otherwise prohibited by any order, injunction,
decree or judgment of any court or Governmental

<PAGE>

Authority, and no such action or proceeding shall be pending or threatened
on the First Closings Date before any court or administrative body to
restrain, enjoin or otherwise prevent the consummation of the Transactions
or to recover any damages or obtain other relief as a result of such
Transactions.

5.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF WAM AND THE WAT TRUSTEE.
The obligation of WAM and the WAT Trustee to consummate the Transactions to be
effected on or prior to the First Closings Date to which it is a party shall be
subject to the fulfillment on or prior to the First Closings Date (except as
otherwise specified) of the following conditions, which the other parties agree
to use their reasonable efforts to cause to be fulfilled:

5.2.1. PUBLIC OFFERING CLOSING. The Public Offering Closing.

5.2.2. PERFORMANCE. The Company shall have duly performed and
complied in all material respects with all agreements and conditions
required by this Agreement to be performed or complied with by it prior to
or on the First Closings Date.

5.2.3. CLOSINGS UNDER THE OPTION AGREEMENTS. Each of the Options
shall have been exercised by the Company.

5.2.4. NO MATERIAL ADVERSE CHANGE. The WAT Trustee receives a
certificate from an officer of the Company stating that between the date of
this Agreement and the First Closings Date, there has been no material
adverse change in the business, operations or condition (financial or
otherwise) of the Company, taken as a whole.

5.2.5. AMENDMENT OF ARTICLES, ETC. The Amended and Restated Articles
of Incorporation shall have been filed with the Secretary of State of the
State of

<PAGE>

Missouri and shall have become effective. The Amended and Restated By-Laws
shall have been adopted by the Company and shall be effective.

5.2.6. DIRECTOR AND SHAREHOLDER APPROVAL. This Agreement and the
Transactions to be effected on or prior to the First Closings Date shall
have been duly adopted and approved by the directors and stockholders of
the Company, in accordance with applicable law, the Articles of
Incorporation and the By-Laws.

ARTICLE VI

CONDITIONS PRECEDENT TO THE SECOND CLOSINGS

6.1. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The
respective obligations of the Company to consummate the Transactions (to be
effected on or prior to the Second Closings Date) to which it is a party shall
be subject to the fulfillment (or written waiver by the Company) on or prior to
the Second Closings Date of the following conditions, which the other parties
agree to use their reasonable efforts to cause to be fulfilled:

6.1.1. FIRST CLOSINGS. Each of the First Closings shall have
occurred.

6.1.2. PERFORMANCE. WAM and the WAT Trustee shall have duly
performed and complied in all material respects with all agreements and
conditions required by this Agreement to be performed or complied with by
them prior to or on the Second Closings Date.

6.1.3. NO INJUNCTION, ETC. Consummation of the Transactions to be
effected on or prior to the Second Closings Date shall not have been
restrained, enjoined or otherwise prohibited by any order, injunction,
decree or judgment of any court or Governmental Authority, and no such
action or proceeding shall be

<PAGE>

pending or threatened on the Second Closings Date before any court or
administrative body to restrain, enjoin or otherwise prevent the
consummation of the Transactions or to recover any damages or obtain other
relief as a result of such Transactions.

6.1.4. OPTION AGREEMENTS. All of the conditions and obligations
relating to the 1997 GGP Option under section 4.1 of the GGP Option
Agreement shall have been satisfied and each of the conditions and
obligations relating to the 1997 GGP Option under Section 4.2 of the GGP
Option Agreement shall have been satisfied or waived.

6.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF WAM AND THE WAT TRUSTEE.
The obligation of WAM and the WAT Trustee to consummate the Transactions (to be
effected on or prior to the Second Closings Date) to which it is a party shall
be subject to the fulfillment (or written waiver by each other party) on or
prior to the Second Closings Date of the following conditions, which the other
parties agree to use their reasonable efforts to cause to be fulfilled:

6.2.1. FIRST CLOSINGS. Each of the First Closings shall have
occurred.

6.2.2. PERFORMANCE. The Company shall have duly performed and
complied in all material respects with all agreements and conditions
required by this Agreement to be performed or complied with by them prior
to or on the Second Closings Date.

6.2.3. CLOSINGS UNDER THE OPTION AGREEMENTS. The 1997 GGP Option
shall have been exercised by the Company.

6.2.4. NO MATERIAL ADVERSE CHANGE. The WAT Trustee receives a
certificate from an officer of the Company stating that between the First
Closings Date

<PAGE>

and the Second Closings Date, there has been no material adverse change in
the business, operations or condition (financial or otherwise) of the
Company, taken as a whole.

6.2.5. DIRECTOR AND SHAREHOLDER APPROVAL. The Transactions to be
effected on or prior to the Second Closings Date shall have been duly
adopted and approved by the directors and stockholders of the Company, in
accordance with applicable law, the Articles of Incorporation and the
By-Laws.

ARTICLE VII

TERMINATION

7.1. TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
and any of the Transactions may be abandoned at any time prior to either of the
Closing Dates, by the mutual consent of each of the Company and WAM.

7.2. TERMINATION IF THE PUBLIC OFFERING IS NOT CONSUMMATED ON OR
BEFORE AUGUST 30, 1996. WAM or the WAT Trustee may terminate this Agreement by
written notice to the other parties on or after August 30, 1996 if the Public
Offering Closing shall not have been occurred by such date.

7.3. TERMINATION UPON BREACH. This Agreement may be terminated and
any Transaction may be abandoned by any party to this Agreement upon a material
breach by a party of this Agreement if such breach shall continue unremedied for
a period of 30 days after written notice of such breach is given to the
non-breaching parties, PROVIDED, that a breach of a representation or warranty
under Article III of this Agreement shall not be the basis for termination as
provided in this Section 7.3 if such breach was known to any executive officer
of the non-breaching parties on the date hereof.

<PAGE>

7.4. EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to the provisions of Section 7.1, 7.2 and 7.3, this Agreement
shall become void and have no effect, without any liability in respect of this
Agreement on the part of any party hereto, or any of its directors, officers,
employees, agents, consultants, representatives or stockholders, to any other
party to this Agreement, except for any liability resulting from such party's
willful breach of this Agreement.

ARTICLE VIII

DEFINITIONS, MISCELLANEOUS

8.1. DEFINITIONS OF CERTAIN TERMS. As used in this Agreement and the
Annexes hereto, the following terms shall have the following meanings:

ADVISORY AGREEMENT: as defined in Section 4.3.2.

AGREEMENT: as defined in the Recitals.

AMENDED AND RESTATED ARTICLES OF INCORPORATION: as defined in Section
2.1(a).

AMENDED AND RESTATED BY-LAWS: as defined in Section 2.1(b).

APPLICABLE LAW: means all applicable provisions of all (i)
constitutions, treaties, statutes, laws (including the common law), rules,
regulations, ordinances or orders of any Governmental Authority,
(ii) Governmental Approvals and (iii) orders, decisions, judgments, awards
and decrees of or agreements with any Governmental Authority.

APPLICABLE RATE: means the midpoint between the buy rate and sell
rate for U.S. dollars quoted in Australian dollars by The Commonwealth Bank
of

<PAGE>

Australia, Sydney branch at 11:00 A.M. (Sydney time) on the applicable
date.

ARTICLES OF INCORPORATION: as defined in the Section 1.1.

ASSIGNMENT AND ASSUMPTION AGREEMENT: as defined in Section 5.1.2.

BY-LAWS: as defined in Section 1.1.

CAPITAL STOCK: as defined in Section 4.3.3.

CLASS A COMMON STOCK: the Class A Common Stock, par value $.01 per
share, of the Company.

CLASS B COMMON STOCK: the Class B Common Stock, par value $.01 per
share, of the Company.

CLASS B-1 COMMON STOCK: as defined in the Recitals.

CLASS B-2 COMMON STOCK: as defined in Section 1.1.

CLASS C COMMON STOCK: the Class C Common Stock, par value $.01 per
share, of the Company.

CLOSINGS: as defined in Section 1.4(b).

CLOSINGS DATE: as defined in Section 1.4(b).

CM WARRANTS: as defined in Section 1.2(a)(i).

CODE: as defined in Section 3.2.1(c).

COMMON STOCK: the common stock of the Company.

COMPANY: as defined in the Recitals.

<PAGE>

DIVIDEND REINVESTMENT PLAN: a distribution reinvestment plan or a
similar scheme established by the Company or WAT under which the holders of
Capital Stock or WAT Units (as the case may be) may (a) forgo dividends or
distributions in exchange for the issuance of additional Common Stock or
WAT Units (as the case may be) or (b) apply the proceeds of dividends or
distributions in paying up new shares of Common Stock or WAT Units (as the
case may be).

FIRST CASH PRICE: as defined in Section 1.2(a)(i).

FIRST CLOSINGS: as defined in Section 1.4(a).

FIRST CLOSINGS DATE: as defined in Section 1.4(a).

FIRST CLOSINGS DOCUMENTS: as defined in Section 4.3.2.

FIRST STOCK SUBSCRIPTION: as defined in the Recitals.

FIRST STOCK SUBSCRIPTION CLOSING: as defined in Section 1.2(a)(ii).

FIRST STOCK SUBSCRIPTION CLOSING DATE: as defined in Section
1.2(a)(ii).

FIRST PURCHASED SHARES: as defined in Section 1.2(b)(i).

GGP: as defined in Section 5.1.2.

GGP OPTION AGREEMENT: as defined in Section 5.1.2.

GGP OPTIONS: as defined in the Section 5.1.2.

<PAGE>

GGP OPTIONED SHARES: as defined in Section 5.1.2.

GOVERNMENTAL APPROVAL: an authorization, consent, approval, permit,
license or exemption of, registration or filing with, or report or notice
to, any Governmental Authority.

GOVERNMENTAL AUTHORITY: any nation or government, any state or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government, including, without limitation, any government
authority, agency, department, board, commission or instrumentality of the
United States, any State of the United States or any political subdivision
thereof.

GSP OPTION AGREEMENT: as defined in Section 4.3.2.

INTERNATIONAL INVESTORS: as defined in Section 1.1.

LIEN: any lien, pledge, charge, security interest, title retention
agreement, adverse claim, option or other third party interest or claim.

MANAGEMENT AGREEMENTS: as defined in Section 4.3.2.

MARKET PRICE: in respect of any particular day means:

(a) the last sale price per WAT Unit ("ASX sale price") recorded on
the Australian Stock Exchange Limited ("ASX") on that day or if
no WAT Units were traded on the ASX on that day the last ASX sale
price recorded on the ASX; or

<PAGE>

(b) if WAM or the WAT Trustee believes that the calculation in
paragraph (a) does not provide a fair reflection of the market
price of a WAT Unit on that day, the mid-point of the bid and
offer prices per WAT Unit recorded on the ASX at the close of
trading on that day (whether or not a sale is recorded on that
day); or

(c) if WAM or the WAT Trustee as the case may be wishes to have the
calculation referred to in paragraph (b) reviewed by an Expert
(as defined in the WAT Trust Deed) and has given written
instructions (with a copy to WAM or the WAT Trustee as applicable
and the Company) to that Expert for that purpose, the price
determined by that Expert having considered all representations
made in relation to the matter by WAM or the Trustee as
applicable.

MASTER DEVELOPMENT AGREEMENT: as defined in Section 4.3.2.

1996 GGP OPTION: as defined in Section 1.3.

1996 GGP OPTION CLOSING: as defined in Section 1.3.

1996 GGP OPTION CLOSING DATE: as defined in Section 1.3.

1996 GGP OPTION PURCHASE: as defined in Section 1.3.

1996 GGP OPTIONED SHARES: as defined in Section 5.1.2.

1996 OPTION PURCHASES: as defined in Section 1.3.

<PAGE>

1996 STOCKHOLDERS AGREEMENT: as defined in Section 4.3.2.

1997 GGP OPTION PURCHASE: as defined in Section 1.3.

1997 GGP OPTION CLOSING: as defined in Section 1.3.

1997 GGP OPTION CLOSING DATE: as defined in Section 1.3.

1997 GGP OPTIONED SHARES: as defined in Section 5.1.2.

OPTIONS: as defined in Section 5.1.2.

OPTION AGREEMENTs: as defined in Section 5.1.2.

OPTION EXERCISES: as defined in Section 5.1.2.

OPTION NUMBER: means (a) with respect to Common Stock, 20, or such
other number that results from the application of clause 4.1 or 4.2 of the
WAT Ordinary Option Deed and (b) with respect to Preferred Stock, the
"Special Option Number" under the WAT Special Option Deed.

OPTION PURCHASES: as defined in Section 1.3.

OPTIONED SHARES: as defined in Section 5.1.2.

PERSON: any natural person, firm, partnership, association,
corporation, trust or Governmental Authority.

PREFERRED STOCK: as defined in Section 1.1.

PRIVATE PLACEMENT: as defined in Section 4.1.1.

<PAGE>

PRIVATE PLACEMENT SHARES: as defined in Section 4.1.1.

PUBLIC OFFERING: as defined in Section 1.5.

PUBLIC OFFERING CLOSING: as defined in Section 1.5.

PUBLIC OFFERING CLOSING DATE: as defined in Section 1.5.

PURCHASED SHARES: as defined in Section 1.2(b)(i).

PURCHASER: as defined in each of the Option Agreements.

RATE: as defined in Section 2.1.

REIT: as defined in Section 3.1.4.

SECOND CLOSINGS: as defined in Section 1.4(b).

SECOND PURCHASE PRICE: as defined in Section 1.2(b)(i).

SECOND PURCHASED SHARES: as defined in Section 1.2(b)(i).

SECOND STOCK SUBSCRIPTION: as defined in Section 1.2(b)(ii).

SECOND STOCK SUBSCRIPTION CLOSING: as defined in Section 1.2(b)(ii).

SECOND STOCK SUBSCRIPTION CLOSING DATE: as defined in Section
1.2(b)(ii).

SECURITIES ACT: as defined in Section 3.2.3..

<PAGE>

SHARE PRICE: as defined in Section 1.2(a)(i).

STOCK SPLIT: as defined in Section 2.1.

TRANSACTION DOCUMENTS: this Agreement, the GGP Option Agreement, the
Whitehall Option Agreement, the 1996 Stockholders Agreement, the CM
Warrant, WAT Warrants, the WAT Option Deeds, the Assignment and Assumption
Agreement, the Management Agreements, the Master Development Agreement, the
Advisory Agreement, the GSP Option Agreement, the Westland Acquisition
Agreement, and the other documents delivered in connection with the
foregoing.

TRANSACTIONS: shall mean the transactions contemplated by the
Transaction Documents including, without limitation, the assignments and
assumptions contemplated by the Assignment and Assumption Agreement, the
Option Exercises, the Option Purchases, the First Stock Subscription, the
Second Stock Subscription, the Stock Split, the WAT Offering, the Private
Placement and the Westland Stock Purchase.

WAM: as defined in the Recitals.

WAT: as defined in the Introduction.

WAT ORDINARY OPTION DEED: as defined in Section 4.2.2.

WAT COMMON WARRANTS: as defined in Section 4.2.2.

WAT OPTION DEEDS: as defined in Section 4.2.2.

WAT PROSPECTUS: as defined in Sections 3.2.1(c)

WAT SPECIAL OPTION DEED: as defined in Section 4.2.2.

WAT SPECIAL WARRANT: as defined in Section 4.2.2.

<PAGE>

WAT TRUST DEED: as defined in the Recitals.

WAT TRUSTEE: as defined in the Recitals.

WAT STOCK PURCHASE AGREEMENT: as defined in Section 4.2.4.

WAT UNITS: As defined in Section 4.2.2.

WAT WARRANTS: as defined in Section 4.2.2.

WESTFIELD: as defined in Section 5.1.2.

WESTLAND: as defined in Section 1.1.

WESTLAND ACQUISITION AGREEMENT: as defined in Section 4.1.1.

WHITEHALL GROUP: Whitehall Street Real Estate Limited Partnership
III, Stone Street Real Estate Fund 1993, Stone Street Real Estate Fund
1994, Bridge Street Real Estate Fund 1994.

WHITEHALL OPTION AGREEMENT: as defined in Section 5.1.2.

WHITEHALL OPTION CLOSING: as defined in Section 1.3.

WHITEHALL OPTION CLOSING DATE: as defined in Section 1.3.

WHITEHALL OPTIONED SHARES: as defined in Section 5.1.2.

WHITEHALL OPTION PURCHASE: as defined in Section 1.3.

<PAGE>

8.2. EXPENSES. Except as provided in Section 4.1.3, each party shall
pay all of its expenses in connection with the Transactions contemplated hereby.

8.3. FURTHER ASSURANCES. From time to time after the Closing, each of
the parties hereto will execute and deliver, or cause to be executed and
delivered, such documents as the other parties may reasonably request in order
to more effectively consummate and give effect to the Transactions.

8.4. SEVERABILITY. If any provision of this Agreement is inoperative
or unenforceable for any reason, such circumstances shall not have the effect of
rendering the provision in question inoperative or unenforceable in any other
case or circumstance, or of rendering any other provision or provisions herein
contained invalid, inoperative or unenforceable, unless to give effect to any
such remaining provision or provisions would frustrate the purpose and intention
of the parties hereunder. The invalidity of any one or more phrases, sentences,
clauses, sections or subsections of this Agreement shall not affect the
remaining portions of this Agreement.

8.5. NOTICES. All notices, requests, demands and other communications
made in connection with this Agreement shall be in writing and shall be (a)
mailed by first-class, registered or certified mail, return receipt requested,
postage prepaid, or (b) transmitted by hand delivery or telecopy, addressed as
follows:

<PAGE>

(i) if to the Company,

CenterMark Properties, Inc.
11601 Wilshire Blvd.
12th floor
Los Angeles, CA 90025
Telecopy: (310) 444-9071
Telephone: (310) 445-2406
Attention: President

with a copy to:

Westfield Corporation, Inc.
11601 Wilshire Blvd.
12th floor
Los Angeles, CA 90025
Telecopy: (310) 444-9071
Telephone: (310) 445-2409

Attention: Peter Lowy

and a copy to:

Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telecopy: (212) 909-6836
Telephone: (212) 909-6000
Attention: Barry Mills, Esq.

(ii)if to WAM,

Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
Telecopy: (02) 358-7165
Telephone: (02) 358-7154
Attention: Timothy Walsh

<PAGE>

with a copy to:

Minter Ellison
Minter Ellison Building
44 Martin Place
Sydney, New South Wales
Telecopy: (02) 210-4419
Telephone: (02) 210-4444
Attention: Leigh Brown

(iii) and if to the WAT Trustee,

The National Manager
Property Trusts
Perpetual Trustees of Australia Limited
Level 7
1 Castlereagh Street
Sydney
Australia
Attention: Mr. Allan Cowper
Telecopy: (02) 233-8582
Telephone: (02) 229-9975

with a copy to:

Westfield America Management Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
Telecopy: (02) 358-7077
Telephone: (02) 358-7154

or, in each case, at such other address as may be specified in writing to the
other parties hereto.

8.6. MISCELLANEOUS.

<PAGE>

8.6.1. HEADINGS. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement.

8.6.2. ENTIRE AGREEMENT. This Agreement, together with the Annexes
hereto, constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof (except for any agreement which
specifically states that it is not subject to this Section 8.6.2). The
only representations and warranties made by the parties hereto with respect
to the subject matter hereof are the representations and warranties
contained in this Agreement.

8.6.3. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and both of which
shall together constitute one and the same instrument.

8.6.4. GOVERNING LAW. This Agreement shall be governed in all
respects, including as to validity, interpretation and effect, by the
internal laws of the State of New York.

8.6.5. ASSIGNMENT. This Agreement shall not be assignable by any of
the parties hereto, except that the Company may assign its rights and
obligations under this Agreement with the prior written consent of WAM, the
WAT Trustee and Westfield.

8.6.6. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall
confer any rights upon any person or entity other than the parties hereto
and their respective heirs, executors, administrators, successors and
permitted assigns.

<PAGE>

8.6.7. AMENDMENT; WAIVERS. No amendment, modification or discharge of
this Agreement, and no waiver hereunder, shall be valid or binding unless
set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, discharge or waiver is sought.
No party may waive any condition to either Closing set forth in Article V
or Article VI without the prior written consent of Westfield.

8.6.8. SUBMISSION TO JURISDICTION. The parties to this Agreement
agree that any legal suit, action or proceeding arising out of or relating
in any way to this Agreement, including but not limited to actions seeking
specific performance of the terms hereof, actions for indemnity, actions
seeking declaration relief regarding the terms hereof or thereof or actions
for breach of this Agreement, may be instituted, heard and determined in
either the United States District Court for the Southern District of New
York, United States of America (the "District Court") or, if such court
shall not have subject matter jurisdiction over such action, a court of
general jurisdiction of the State of New York (a "New York Court"), and
each party waives and agrees not to assert any objection whatsoever which
it may have now or hereafter to the laying of the venue of any such suit,
action or proceeding in the District Court or a New York Court, as the case
may be, and irrevocably submits to the jurisdiction of the District Court
in any such suit, action or proceeding or, if such court shall not have
subject matter jurisdiction over such action, a New York Court. Each of
WAM and the WAT Trustee hereby designates CT Corporation System (the
"Agent"), at 1533 Broadway, New York, New York 10019, as its authorized
agent to accept and acknowledge on its behalf service of any and all
process which may be served in any such suit, action or proceeding in any
such court. Each of WAM and the WAT Trustee agrees that service of process
upon the Agent at its office in the State of New York,

<PAGE>

together with written notice of said service air mailed or delivered to a
party hereto at the address for notice established pursuant to Section 8.5
shall be deemed in every respect effective service of process upon such
party in any such suit, action proceeding and shall be taken and held to be
valid and sufficient personal service upon such party whether or not such
party shall then be doing, or at any time shall have done, business within
the State of New York, and that any such service of process shall be of the
same force and validity as if service were made upon such party according
to the laws governing the validity and requirements of such service in such
State, and waives all claim of error by reason of any such service.

8.6.9. WAT TRUSTEE. Notwithstanding any other Section of this
Agreement, as the WAT Trustee enters into this Agreement only in its
capacity as trustee of WAT, the WAT Trustee is liable under this Agreement
only up to the extent that it is indemnified out of the assets of WAT. The
WAT Trustee is only personally liable to the extent that it is fraudulent,
negligent, or in breach of trust. If the WAT Trustee is not personally
liable, the parties other than the WAT Trustee must not sue the WAT Trustee
personally or seek to wind it up to recover any outstanding money, and the
WAT Trustee is entitled to plead this clause as a bar to the taking of any
such proceedings.

8.6.10. WAT TRUST DEED. Each of the parties to this Agreement other
than the WAT Trustee acknowledges that it has received a copy of the WAT
Trust Deed (as amended) establishing WAT and that it understands the rights
and obligations of the WAT Trustee and WAM therein.

8.6.11. TIMES. Unless specified otherwise, all dates and times
referred to herein shall be deemed to be the date or time in New York City,
New York except

<PAGE>

that actions to be taken in Australia shall be deemed to occur on the
relevant date in Australia.

<PAGE>

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

CENTERMARK PROPERTIES, INC.

By: /s/ Peter Lowy
--------------------------------
Name: Peter Lowy
Title: Executive Vice President

WESTFIELD AMERICA MANAGEMENT LIMITED, in
its capacity as manager of
Westfield America Trust

By: /s/ Stephen Johns
--------------------------------
Name: Stephen Johns
Title: Director

PERPETUAL TRUSTEE COMPANY LIMITED, in
its capacity as trustee of
Westfield America Trust

By: /s/ Allan Cowper
--------------------------------
Name: Allan Cowper
Title: Attorney

<PAGE>

EXHIBIT 10.4

THIS WARRANT AND THE COMMON STOCK OR OTHER SECURITIES RECEIVABLE UPON EXERCISE
HEREOF ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS' AGREEMENT, DATED AS OF
JULY 1, 1996, AND NEITHER THIS WARRANT NOR THE COMMON STOCK OR OTHER SECURITIES
RECEIVABLE UPON EXERCISE HEREOF ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT (INCLUDING
PROVISIONS UNDER WHICH THE HOLDER HEREOF GRANTS A RIGHT OF FIRST REFUSAL ON THE
SALE OF THIS WARRANT), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
ISSUER, AND THE ISSUER'S ARTICLES OF INCORPORATION.

THIS WARRANT AND THE COMMON STOCK OR OTHER SECURITIES RECEIVABLE UPON EXERCISE
HEREOF MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS (A)(i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE
DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL
BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH DISPOSITION IS EXEMPT
FROM THE PROVISIONS OF SECTION 5 OF THAT ACT, OR (iii) A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER,
SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (B) SUCH
DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION THEREFROM.

No. B-1 New York, New York
July 1, 1996

CENTERMARK PROPERTIES, INC.
CLASS B COMMON STOCK PURCHASE WARRANT

CENTERMARK PROPERTIES, INC., a Missouri corporation (the "COMPANY"),
hereby certifies that, for value received, PERPETUAL TRUSTEE COMPANY LIMITED, in
its capacity as Trustee of Westfield America Trust, is entitled, subject to the
terms and conditions set forth below, (a) to purchase

<PAGE>

from the Company six million two hundred forty-six thousand ninety-six
(6,246,096) duly authorized, validly issued, fully paid and nonassessable shares
of (i) Class B-1 Common Stock, par value $.01 per share (the "CLASS B-1 COMMON
STOCK"), of the Company, if this Warrant is exercised by the trustee (the "WAT
Trustee") of Westfield America Trust ("WAT"), a public trust constituted under
the laws of Australia pursuant to the Westfield America Trust Deed, dated March
28, 1996, with Perpetual Trustee Company Limited, as Trustee, on behalf of WAT,
or (ii) Class B-2 Common Stock, par value $.01 per share (the "CLASS B-2 COMMON
STOCK" and, together with the Class B-1 Common Stock, the "COMMON STOCK"), of
the Company, if this Warrant is exercised by a holder other than the WAT
Trustee, in each case at a purchase price per share of $16.01 (as adjusted from
time to time, the "EXERCISE PRICE"), at any time or from time to time on or
after the date hereof and (b) to exercise the other rights set forth herein.
The number and character of such shares of Common Stock and the Exercise Price
are subject to adjustment as provided herein.

1. EXERCISE OF WARRANT. This Warrant may be exercised at any time
and from time to time on or after the date hereof and prior to July 1, 2016 (the
"EXPIRATION DATE") by the holder hereof, in whole or in part, on any business
day by:

(a) the presentation of this Warrant, together with a duly executed
copy of the Exercise Form attached hereto as Exhibit A and the other
documentation set forth therein, to the Secretary of the Company at its
principal offices, upon which presentation the Secretary of the Company
shall make appropriate notations in the stock transfer records (and other
records, as appropriate) of the Company indicating the number of shares of
Common Stock issued pursuant to such exercise and the number of shares of
Common Stock, if any, into which the Warrant thereafter shall remain
exercisable; and

<PAGE>

(b) the payment, by wire transfer of immediately available funds or
certified or official bank check payable to the order of the Company of an
amount equal to the amount obtained by multiplying (I) the number of shares
of Common Stock designated in such Exercise Form by (II) the Exercise
Price.

This Warrant shall expire on the Expiration Date.

2. CERTIFICATES FOR SHARES OF COMMON STOCK. As soon as practicable
after the proper exercise of this Warrant in whole or in part, and in any event
within 30 days thereafter, the Company will cause to be issued in the name of
and delivered to the holder hereof:

(a) a certificate or certificates for the number of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock to
which the holder hereof shall be entitled upon such exercise;

(b) in case such exercise is in part only, a new Warrant of like
tenor, calling on its face for the number of shares of Common Stock equal
to the number of such shares called for on the face of this Warrant minus
the number of such shares designated by the holder hereof upon such
exercise as provided in Section 1 hereof.

3. RESERVATION OF SHARES OF COMMON STOCK. The Company covenants
that it will at all times keep available such number of authorized shares of its
Common Stock issuable upon exercise of the Warrant, which will be sufficient to
permit the exercise of the Warrant for the full number of shares of Common Stock
into which the Warrant is exercisable during the exercise period specified
herein. The Company further covenants that such shares of Common Stock, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable.

4. ADJUSTMENT OF NUMBER OF SHARES OF COMMON STOCK. The number and
kind of securities purchasable upon

<PAGE>

exercise of the Warrant shall be subject to adjustment from time to time as
follows:

(a) SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If the Company
shall at any time prior to the Expiration Date subdivide its Common Stock
by stock split or otherwise, or combine its capital stock by reverse stock
split or otherwise, or issue additional securities as a dividend with
respect to any shares of its Common Stock, as the case may be, the number
of shares of Common Stock issuable on the exercise of this Warrant shall
forthwith be proportionately increased and the Exercise Price shall be
proportionately decreased in the case of a subdivision or stock dividend,
and the number of shares of Common Stock issuable on the exercise of this
Warrant shall forthwith be proportionately decreased and the Exercise Price
shall be proportionately increased in the case of a combination. Any
adjustment under this Section 4(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective, or
as of the record date of such dividend, or in the event that no record date
is fixed, upon the payment of such dividend.

(b) RECONSTRUCTION. If prior to the Expiration Date, the Company
effects a capital reconstruction (other than a subdivision, combination or
stock dividend covered by paragraph (a) above), merger, consolidation or
any return of capital or other capital distribution, except for periodic
distributions made pro-rata among the shareholders of a class of stock or
units which are not in redemption of any shares of Common Stock, or any
similar capital transaction that would affect the capital structure of the
Company, excluding any payment of an ordinary cash dividend in respect of
the operations of the Company, then in such event (i) the number of shares
of Common Stock issuable upon exercise hereof, (ii) the Exercise Price, or
(iii) some or all of such factors, will be adjusted, as appropriate, in a
manner (x) approved by the Company

<PAGE>

and the holder hereof and (y) which is fair and equitable to the holder
hereof and the holders of Common Stock.

(c) MERGERS, ETC. If prior to the Expiration Date, the Company shall
be merged or consolidated into a new entity or if the Company shall
transfer all or substantially all of its assets to another entity, then
upon a subsequent exercise of this Warrant, the holder hereof shall be
entitled to receive securities in the new transferee entity equal to what
the holder hereof would have received had it exercised this Warrant and
owned shares of Class B Common Stock immediately prior to such transaction.

(d) NOTICE OF ADJUSTMENT. When any adjustment is required to be made
in the number or kind of shares purchasable upon exercise of this Warrant,
the Company promptly shall notify the holder of this Warrant of such event
and of the number of shares and the type of securities or property
thereafter purchasable upon exercise of this Warrant.

(e) DISPUTES. If a dispute arises between the Company and the holder
hereof in relation to an adjustment to: (i) the number of shares of Common
Stock issuable upon exercise hereof, (ii) the Exercise Price, or (iii) some
or all of such factors, to be made pursuant to this Section 4, either party
is entitled to refer the dispute (but no other dispute) to an Expert.
"EXPERT" means an independent, international investment banking firm agreed
to by the Company and the holder hereof, or (in default of agreement), an
independent, international investment banking firm nominated (at the
request of any party) by the President or the head for the time being of
the Australian Institute of Chartered Accountants. The Expert must: (1)
resolve the dispute in a timely manner as an expert and not as an
arbitrator, and (2) determine the party or parties responsible for paying
the costs of the Expert having regard to his findings concerning resolution
of the dispute, provided

<PAGE>

that the holder hereof will not bear any expense in excess of its pro rata
interest in the Company.

5. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the exercise price then in effect with respect
to this Warrant.

6. RESTRICTIONS ON TRANSFER AND EXERCISABILITY. (a) This Warrant
shall be subject to certain limited restrictions on transferability (including a
right of first refusal) set forth in the Stockholders' Agreement, dated as of
July 1, 1996, among the Company, the original holder of this Warrant and certain
other parties, a copy of which shall be furnished without charge to the holder
hereof upon request, and the Company's articles of incorporation.

(b) Neither this Warrant nor the Common Stock issuable upon exercise
hereof may be transferred, sold, pledged, hypothecated or otherwise disposed of,
and this Warrant may not be exercised, unless (A) such disposition or exercise
is pursuant to an effective registration statement under the Securities Act, (B)
the holder hereof shall have delivered to the Company an opinion of counsel,
which opinion and counsel shall be satisfactory to the Company, to the effect
that such disposition or exercise is exempt from the provisions of Section 5 of
the Securities Act, or (C) a no-action letter from the Securities and Exchange
Commission, satisfactory to counsel for the Company, shall have been obtained
with respect to such disposition or exercise (D) the Warrant or Common Stock is
being exercised by (or transferred to) the WAT Trustee, the manager of WAT or
any of its affiliates.

<PAGE>

(d) Any certificates representing Common Stock issued upon exercise
hereof shall bear the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) (i)
SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, (ii) THE HOLDER HEREOF SHALL HAVE
DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION AND
COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH
DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT, OR
(iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED WITH
RESPECT TO SUCH DISPOSITION AND (B) SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION THEREFROM.

THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
ISSUER'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO
INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN
APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY
DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN
EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN
SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY NOTIFY THE
COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE
MEANINGS DEFINED IN THE ISSUER'S ARTICLES OF INCORPORATION, AS THE
SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. IF THE
RESTRICTIONS ON OWNERSHIP AND

<PAGE>

TRANSFER ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY WILL BE
AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND WILL BE DEEMED TRANSFERRED TO
A SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION.

THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE ISSUER'S ARTICLES OF INCORPORATION, AS AMENDED,
LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE ISSUER'S COMMON STOCK.

7. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company and the holders
hereof and their respective successors and assigns.

8. AMENDMENTS. This Warrant may not be supplemented, amended or
otherwise modified without the prior written consent of the Company and the
holder hereof. Any such amendment shall be binding upon each subsequent holder
of this Warrant.

<PAGE>

9. GOVERNING LAW. This Warrant shall be governed by the laws of the
State of New York as applied to agreements among New York residents made and to
be performed entirely within the State of New York.

CENTERMARK PROPERTIES, INC.

By: /s/ Peter Lowy
-----------------------------------
Name: Peter Lowy
Title: Executive Vice
President

<PAGE>

EXHIBIT A

EXERCISE FORM
(To be executed upon exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right,
represented by the attached Warrant, to purchase __________ shares of [Class
B-1][Class B-2] Common Stock of Centermark Properties, Inc. (the "COMPANY"), par
value $.01 per share ("COMMON STOCK"), as provided for in the Warrant
Certificate and herewith tenders in payment for such shares of Common Stock
payment of the purchase price in full in the form of cash or a check payable to
the order of the Company in the amount of $_______, all in accordance with the
terms of the Warrant Certificate. The undersigned requests that a certificate
for such shares of Common Stock be registered in the name of
___________________________, whose address is _________________________________,
and that such certificate shall be delivered to _______________________________
at the following address: _____________________________________________________.

The undersigned hereby acknowledges and agrees:

(a) the undersigned has read the restrictions on exercise and on
transferability set forth in the Warrant Certificate and in the Company's
articles of incorporation. The undersigned is acquiring the Common Stock for its
own account and not with a view to, or for sale in connection with, any
distribution thereof that would violate or require registration under any U.S.
federal or state securities or "Blue Sky" laws. The undersigned understands
that the Common Stock has not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "SECURITIES ACT"), may not be offered or
sold except as permitted by the Warrant Certificate and shall be required to
bear a legend as set forth in the Warrant Certificate and in the Company's
articles of incorporation. The undersigned agrees, on its own behalf and on
behalf of any account[s] for which the undersigned is acting as hereinafter
stated, that if the undersigned should reoffer, resell, pledge or transfer any

<PAGE>

EXHIBIT A

Common Stock, the undersigned will do so only in accordance with the Warrant
Certificate; and

(b) APPLICABLE PARAGRAPH TO BE INSERTED

NOTE 1: the following paragraph to be included in a notice of exercise by the
trustee of Westfield America Trust ("WAT EXERCISE"):

[The undersigned is the trustee of Westfield America Trust, an Australian
trust].

NOTE 2: the following paragraph to be included in a notice of exercise other
than a WAT Exercise:

[We are delivering herewith [a written opinion of a nationally recognized United
States counsel, which opinion and counsel shall be satisfactory to the
Company,][a no-action letter from the Securities and Exchange Commission,
satisfactory to counsel to the Company] to the effect that the offer of the
Common Stock to and the purchase of the Common Stock by the undersigned is
exempt from registration under the Securities Act.]

Dated:
----------------------

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

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

<PAGE>

EXHIBIT 10.6

DATED 14 MAY, 1996

PERPETUAL TRUSTEE COMPANY LIMITED
(ACN 000 001 007)
('TRUSTEE')

WESTFIELD AMERICA MANAGEMENT LIMITED
(ACN 072 780 619)
('MANAGER')

CENTERMARK PROPERTIES, INC.
('CENTERMARK')

SPECIAL OPTION DEED

MINTER ELLISON
Lawyers
44 Martin Place
SYDNEY NSW 2000

DX 117 SYDNEY
Telephone (02) 210 4444
Facsimile (02) 235 2711
Reference LRB: JBS: 10418404

<PAGE>

TABLE OF CONTENTS

PAGE

1. DEFINITIONS..............................................................1

2. GRANT OF SPECIAL OPTIONS.................................................4

3. PREREQUISITES TO EXERCISE OF OPTIONS.....................................5

4. COVENANTS................................................................6

5. REGISTRATION, TRANSFERS AND LISTING OF OPTIONHOLDERS.....................9

6. ASSIGNMENT..............................................................10

7. DISPUTES................................................................10

8. CONDITION PRECEDENT.....................................................10

9. Costs and Stamp Duty....................................................11

10. FURTHER ACTION..........................................................11

11. GOVERNING LAW AND JURISDICTION..........................................12

12. SERVICE OF PROCESS......................................................12

13. NOTICES.................................................................12

14. INTERPRETATION..........................................................13

15. AMENDMENT...............................................................14

16. TRUSTEE'S LIMITATION OF LIABILITY.......................................14

<PAGE>

SCHEDULE

SPECIAL OPTION CERTIFICATE................................................

SPECIAL OPTION TERMS

1. ENTITLEMENT..........................................................1 - 2

2. EXERCISE PERIOD......................................................1 - 2

3. PREREQUISITE TO EXERCISE ............................................1 - 2

4. EXERCISE PRICE.......................................................1 - 2

5. RANKING OF UNITS ON EXERCISE OF SPECIAL OPTIONS......................1 - 3

6. MANNER OF EXERCISE...................................................1 - 3

7. TRANSFER OF SPECIAL OPTIONS..........................................1 - 4

8. NEW ISSUES BY WAT....................................................1 - 5

9. RIGHT TO VOTE........................................................1 - 5

10. SECURITIES LAW RESTRICTIONS..........................................1 - 5

11. BENEFIT OF COVENANTS.................................................1 - 8

ANNEXURE A ...............................................................A1-A2

ANNEXURE B-1 ........................................................B1-B3

ANNEXURE B1-B3 ........................................................B4-B6

ANNEXURE C ..................................................................C1

<PAGE>

SPECIAL OPTION DEED

DEED dated May 14, 1996

BETWEEN PERPETUAL TRUSTEE COMPANY LIMITED (ACN 000 001 007) of 39 Hunter
Street, Sydney, New South Wales, in its capacity as trustee of the
Westfield America Trust ('WAT'), constituted by Trust Deed dated 28
March 1996, as amended ('TRUSTEE').

AND WESTFIELD AMERICA MANAGEMENT LIMITED (ACN 072 780 619) of Level 24,
Westfield Tower, 100 William Street, Sydney, New South Wales 2011 in
its capacity as manager of WAT ('MANAGER').

AND CENTERMARK PROPERTIES, INC., a Missouri corporation of 11601
Wilshire Boulevard, 12th Floor, Los Angeles CA 90025, USA
('CENTERMARK').

RECITALS

A. WAT was constituted by the Trust Deed.

B. The Manager intends to conduct the Offer.

C. By CLAUSE 8.5 of the Trust Deed, the Manager may, subject to certain
provisos, issue Units to any person at a price and on terms approved by
the Trustee.

D. The parties have agreed, pursuant to CLAUSES 6.9 and 11 of the Trust Deed
but subject to Completion, that the Manager will grant 940,000 Special
Options to CenterMark, or its nominees, in accordance with the provisions
of this Deed.

OPERATIVE PROVISIONS

1. DEFINITIONS

'ASX' means Australian Stock Exchange Limited.

<PAGE>

'BUSINESS HOURS' means the hours between 9am and 5pm (Sydney time)
excluding weekends and New South Wales public holidays.

'COMMON SHARE' means one fully paid share of Class B Common Stock (whether
B-1, B-2 or B-3 Common Stock) in CenterMark or any other class of Common
Stock in CenterMark into which shares of Class B Common Stock are
subsequently converted and 'COMMON SHAREHOLDER' or 'COMMON SHARES' has a
corresponding meaning.

'COMPLETION' means completion of the Placement, which is expected to occur
on 1 July 1996 (New York time).

'COMPLETION DATE' means the date on which Completion actually occurs.

'CONSIDERATION RATIO' means one Preferred Share for the Special Option
Number of Units or such other ratio that results from the application of
CLAUSE 4.1 or CLAUSE 4.2.

'EXPERT' means an independent, international investment banking firm
agreed to by the Manager, the Trustee, CenterMark, all Ordinary
Optionholders and all Special Optionholders or (in default of agreement
between them), an independent, international investment banking firm
nominated (at the request of any of them) by the President or the head for
the time being of the Australian Institute of Chartered Accountants.

'EUROPEAN INSTITUTIONS' means those institutions which purchase Preferred
Shares in the Placement and their respective successors and assigns.

'FINANCIAL YEAR' means a 12-month period from 1 January to 31 December.

'OFFER' means the offer by the Manager to raise A$402 million through the
issue and allotment to Australian investors of 402 million Units, at an
issue price of A$1 per Unit, pursuant to the Prospectus.

'ORDINARY OPTION DEED' means an ordinary option deed dated the date of
this deed between the Trustee, the Manager, CenterMark and Westfield
American Investments Pty Limited.

'ORDINARY OPTION' means an option issued pursuant to the Ordinary Option
Deed and 'ORDINARY OPTIONHOLDER' has a corresponding meaning.

'PLACEMENT' means the placement by CenterMark of Preferred Shares to
European Institutions and Common Shares to U.S. Investors (including any
Common Shares

<PAGE>

retained by Whitehall Street Real Estate Limited Partnership III), for a total
aggregate subscription price of approximately US$134,000,000 million.

'PREFERRED SHARE' means one fully paid share of Series A Preferred Stock
in CenterMark and 'PREFERRED SHAREHOLDER' or 'PREFERRED SHARES' has a
corresponding meaning.

'PROSPECTUS' means the prospectus to be dated on or about 15 May 1996
relating to the Offer.

'QUARTER' means a three-month period in a Financial Year commencing on one
of the following dates:

(a) 1 January ('FIRST QUARTER');

(b) 1 April ('SECOND QUARTER');

(d) 1 October ('FOURTH QUARTER').

'RATE' means the rate for Australian dollars quoted in United States
dollars that is used by the Manager on the date of completion of the Offer
to convert the funds raised by the Offer to United States dollars for the
purpose of the Trustee acquiring Common Shares on behalf of WAT.

'RECONSTRUCTION' means a capital reconstruction (including, without
limitation, any consolidation, stock split or stock dividend, subdivision
or reduction of capital), merger or any return of capital or other capital
distribution, except for periodic distributions made pro-rata among
shareholders of a class or issues of stock or units which are not in
redemption of any shares of stock of units, or any similar capital
transaction that would affect the capital structure of WAT or CenterMark,
in each case of or in respect of CenterMark or WAT (as the case may be),
excluding the payment of a regular periodic cash distributions in respect
of the operations of CenterMark or WAT (as the case may be).

'SPECIAL OPTION NUMBER' means the number equal to 100 divided by the Rate,
as adjusted pursuant to CLAUSE 4.1 or CLAUSE 4.2.

<PAGE>

'SPECIAL OPTION' means an option to subscribe for that number of Units
equal to the Special Option Number on the Special Option Terms, and
'SPECIAL OPTIONHOLDER' has a corresponding meaning.

'SPECIAL OPTION PERIOD' means the period:

(a) commencing on the date which is 24 months from the date when the
Special Option is issued to the Special Optionholder; and

(b) expiring on 1 July 2011; and

'SPECIAL OPTION TERMS' means the terms of the Special Options as set out
in the Schedule.

'TRUST DEED' means the Trust Deed dated 28 March 1996 between the Trustee
and the Manager, as amended by Deed of Variation dated 9 May 1996.

'UNIT' means an undivided share in the beneficial interest in the Trust as
provided in the Trust Deed and 'UNITHOLDER' has a corresponding meaning.

'WAT' means the trust known as the Westfield America Trust.

2. GRANT OF SPECIAL OPTIONS

2.1 In consideration of payment to the Trustee of A$1.00, on Completion the
Manager must grant 940,000 Special Options to CenterMark or its nominees,
it being acknowledged and covenanted (by both the Manager and CenterMark,
for the benefit of each other and each of the European Institutions) that
on Completion, CenterMark will direct the issue of such Special Options to
the European Institutions.

2.2 Prior to Completion, CenterMark must deliver to the Manager and the
Trustee the following information:

(a) the name and address of each European Institution;

(b) the number of Special Options to be issued to that European
Institution on Completion; and

<PAGE>

2.3 CenterMark agrees:

(a) to require each European Institution which applies for Preferred
Shares as part of the Placement to agree to hold Special Options in
accordance with and abide by the Special Option Terms and the other
terms of this Deed; and

(b) at the direction of the Trustee (but at CenterMark's cost) to
enforce such terms and conditions against any European Institution
on behalf of the Trustee and account to the Trustee for the proceeds
(except in respect of reimbursement of costs) of such action.

2.4 The Manager will:

(a) register the issue of Special Options to the European Institutions
in accordance with the information provided pursuant to CLAUSE 2.2;

(b) register the issue of such Special Options to the European
Institutions; and

(c) issue and deliver Special Options, as evidenced by Option
Certificates in accordance with the Schedule hereto, to such
European Institutions.

3. PREREQUISITES TO EXERCISE OF OPTIONS

3.1 A Special Option may not be exercised (and the Manager will be under no
obligation to issue a Unit in respect of any Special Option) unless:

(a) the Special Option is exercised as part of a parcel of Special
Options which, on exercise, entities the Special Optionholder to a
parcel of Units having a value not less than the amount required by
the CORPORATIONS LAW (currently A$500,000) for the issue of each
such Unit to constitute an excluded issue pursuant to section
66(2)(a) of the CORPORATIONS LAW (or any successor provision); and

(b) the Special Optionholder complies in all material respects with all
the other Special Option Terms.

<PAGE>

3.2 The Manager covenants and agrees, for the benefit of the Special
Optionholders, that it will promptly advise the Special Optionholders of
changes in the amount required by the CORPORATIONS LAW as referred to in
PARAGRAPH 3.1(A).

3.3 If a Special Optionholder which wishes to exercise a Special Option:

(a) gives a Notice of Exercise (as set out in Annexure A to the
Schedule); and

(b) otherwise complies In all material respects with the requirements
for exercise of a Special Option, set out in the Special Option
Terms,

the Manager must comply with the provisions hereof and of the Special
Option Terms in respect of the exercise of the Special Option.

4. COVENANTS

4.1 Subject to CLAUSE 4.2, if during the Special Option Period:

(a) CenterMark carries out a Reconstruction; or

(b) WAT carries out a Reconstruction,

then, in each such event:

(d) the Consideration Ratio and the Special Option Number; or

(e) some or all such factors,

will be adjusted, as appropriate, in a manner:

(f) approved by the Trustee, the Ordinary Optionholders and the Special
Optionholders; and

(g) which is fair and equitable to the Unitholders, Ordinary
Optionholders and Special Optionholders

4.2

<PAGE>

(a) If during the Special Option Period, either CenterMark or WAT
carries out a Reconstruction which involves:

(i) a subdivision, stock split, or stock dividend; or

(ii) a reverse stock split or consolidation,

the adjustment to be made under CLAUSE 4.1 shall be made in the manner set
out in Annexure C to the Schedule.

(b) If during the Special Option Period WAT shall be merged or
consolidated into a new entity or WAT shall transfer all or
substantially all of its assets to another entity, then upon a
subsequent exercise of the Special Options, the Special Optionholder
shall be entitled to receive securities in the new transferee entity
equal to what the Special Optionholder would have received had it
exercised such Special Options and owned WAT Units immediately prior
to such transaction.

(c) If during the Special Option Period CenterMark shall be merged or
consolidated into a new entity or if CenterMark shall transfer all
or substantially all of its assets to another entity and the
Preferred Shareholders shall receive stock in such entity in
consideration of their Preferred Shares, then upon a subsequent
exercise of the Special Options, the Special Optionholder shall be
entitled to use such new preference shares received in such
transaction (in lieu of the Preferred Shares) as the consideration
for the issuance of Units based on a revised Special Option Number
ratio which is fair and equitable to the Unitholders, the Ordinary
Optionholders and the Special Optionholders.

4.3 The Manager covenants that the Manager will, on exercise of Special
Options, accept Preferred Shares or cash in accordance with the Special
Option Terms (as the case may be), as consideration for the issue of
Units.

4.4 The Manager represents and warrants, for the benefit of all the Special
Optionholders, that:

(a) all Special Options granted under this Deed have been duly
authorised, validly issued and outstanding, and are entitled to the
rights under this Deed;

(b) the Units issuable upon exercise of the Special Options will be duly
authorised, validly issued, fully paid and non-assessable;

<PAGE>

(c) there are no preemptive rights or similar rights to purchase any
such Units upon such exercise on the part of any holders of any
class of securities of WAT;

(d) this Deed has been duly authorised, executed and delivered by the
Manager and the Trustee and is a valid and binding obligation of the
Manager and the Trustee, enforceable in accordance with the terms
hereof, and

(e) the Manager will ensure that at all times while Special Options are
outstanding, WAT will have sufficient authorised and unissued Units
available for issue upon exercise of Special Options and all other
options outstanding with respect to Units.

4.5
(a) Each of the Trustee and Manager covenant with CenterMark, for the
benefit of the Special Optionholders, that If prior to the
expiration of the Special Option Period it receives:

(i) notice of a proposal to terminate WAT; or

(ii) a requisition from Unitholders to convene a meeting of
Unitholders for the purpose of passing a resolution to
terminate WAT,

then:

(iii) it will immediately give written notice to the Special
Optionholders of the proposal or requisition; and

(iv) at any time after the date of such notice but before WAT is
terminated, any Special Optionholder may exercise one or more
of its Special Options in accordance with the provisions of
this Deed.

(b) The Manager agrees that, until the expiration of the Special Option
Period, prior to any Reconstruction of WAT, and CenterMark agrees
that until the expiration of the Special Option Period, prior to any
Reconstruction of CenterMark, it will provide not less than 30 days'
prior written notice of such transaction to the Special
Optionholders and each Special Optionholder shall have the right at
any time following delivery of such notice to exercise its Special
Options.

<PAGE>

4.6 The Manager covenants that it will use its best endeavours to ensure that
the Units (including the Units issued on the exercise of the Special
Options) are officially quoted on the ASX, immediately upon issuance and
that such official quotation is maintained.

5. REGISTRATION, TRANSFERS AND LISTING OF OPTIONHOLDERS

5.1 The Manager covenants and agrees that it will maintain a register of
Special Optionholders, and the Trustee and each Special Optionholder may:

(a) inspect such register at any time during business hours; and

(b) obtain copies of such register.

5.2 The Manager must send to Special Optionholders copies of all notices
(including, without limitation, notices of Unitholders' meetings),
accounts and other statements sent to Unitholders.

5.3 For the purposes of CLAUSE 5.2, notices, accounts and other statements
sent to joint Special Optionholders will be deemed to be sent to all those
Special Optionholders, if sent to the Special Optionholder named first on
the register.

5.4 Subject to the securities law restrictions referred to in the Special
Option Terms, Special Options are fully transferrable, and may be
transferred as follows:

(a) by delivery of a duly executed and stamped transfer by the
Transferor to the Manager, together with certificates for the
Special Options to which the transfer relates; and

(b) the Manager registering the transfer of the Special Options, subject
to the terms and conditions of the Trust Deed, which Manager agrees
to do promptly.

5.5 If a Special Optionholder:

(a) has lost a certificate in respect of any Special Options; and

(b) provides the Manager with a statutory declaration of loss in respect
of such certificate,

the Manager shall cancel the lost certificates and issue replacement
certificates to the Special Optionholder.

<PAGE>

5.6 The parties acknowledge that there is currently no intention to apply for
quotation of the Special Options on any stock exchange

6. ASSIGNMENT

A party must not assign this Deed or any right under this Deed without the
prior written consent of each other party and all Special Optionholders,
except nothing in this CLAUSE 6 affects the right of a Special
Optionholder to transfer a Special Option.

7. DISPUTES

7.1 If a dispute arises between any of the parties in relation to an
adjustment to:

(a) the number of Special Options held by a Special Optionholder; or

(b) the Consideration Ratio and the Special Conversion Number; or

or any other adjustment to be made pursuant to CLAUSE 4.1 OR 4.2, any
party is entitled to refer the dispute (but no other disputes) to an
Expert.

7.2 The Expert must:

(a) resolve the dispute in a timely manner as an expert and not as an
arbitrator; and

(b) determine the party or parties responsible for paying the costs of
the Expert having regard to his findings concerning resolution of
the dispute.

7.3 The determination of the Expert will be final and binding on the parties.

8. CONDITION PRECEDENT

8.1 This Deed (excluding this CLAUSE 8) is conditional on and shall not be
effective until satisfaction of the following condition precedent
('CONDITION'), namely simultaneous completion of the Offer.

8.2 The parties acknowledge that:

(a) the Condition is for the benefit of all parties; and

<PAGE>

(b) the Condition may not be waived in whole or in part except by
written waiver of all parties.

8.3 If the Condition is not satisfied or waived on or before 5.00pm on
30 August 1996, any party may terminate this Deed by written notice to
each other party.

8.4 On termination of this Deed pursuant to CLAUSE 8.3, all rights and
obligations of the parties shall cease and no party shall have any
liability under this Deed.

9. COSTS AND STAMP DUTY

9.1 Centermark must bear all costs of or relating to the preparation and
execution of this Deed.

9.2 CenterMark must pay all stamp duty, transfer taxes, licence fees and any
other taxes, fees and expenses on or relating to:

(a) this Deed; or

(b) the transfer and/or re-registration and/or re-issue of Special
Options to European Institutions, pursuant to CLAUSE 2.2.

9.3 To the extent that CenterMark fails to comply with its obligation under
CLAUSES 9.1 or 9.2, the Manager will bear such costs and pay such stamp
duty and other taxes and expenses, to the extent that such costs or stamp
duty and other taxes and expenses would otherwise have been payable by any
Special Optionholders.

10. FURTHER ACTION

10.1 Each party to this Deed must:

(a) use reasonable efforts to do all things necessary or desirable to
give full effect to this Deed; and

(b) refrain from doing anything that might hinder performance of this
Deed.

10.2 Upon request by any Special Optionholder, in connection with the transfer
of any Special Option, CenterMark shall provide promptly information
regarding the stock ownership (including by attribution) of CenterMark as
determined under the U.S.

<PAGE>

Internal Revenue Code and the effect of the ownership limitation contained
in CenterMark's Restated Articles of Incorporation with respect to such
transfer.

11. GOVERNING LAW AND JURISDICTION

11.1 This Deed is governed by the law applicable in New South Wales, Australia.

11.2 Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New South Wales, Australia.

12. SERVICE OF PROCESS

12.1 CenterMark appoints Minter Ellison of 44 Martin Place as its agent to
accept on its behalf service of initiating process in any proceedings
relating to or arising out of this Deed ('PROCESS AGENT').

12.2 CenterMark may from time to time appoint a replacement of the Process
Agent or any replacement Process Agent by giving notice to each other
party.

13. NOTICES

13.1 A party giving notice or notifying under this Deed must do so in writing:

(a) directed to the recipient's address specified in this CLAUSE 14, as
varied by any notice; and

(b) hand delivered or sent by prepaid post or facsimile to that address.

The parties' addresses and facsimile numbers are:

TRUSTEE: Perpetual Trustee Company Limited
39 Hunter Street
SYDNEY NSW 2000
Facsimile Number: (02) 233 8582

MANAGER: Westfield America Management Limited
Level 24, Westfield Tower
100 William Street
SYDNEY NSW 2011
Facsimile Number: (02) 358 7077

<PAGE>

CENTERMARK: CenterMark Properties Inc
11601 Wilshire Boulevarde
12th Floor, Los Angeles CA 90025 USA
Facsimile Number: 310 444 9071

13.2 A notice given in accordance with CLAUSE 13.1 is taken to be received:

(a) if hand delivered, on delivery;

(b) if sent by prepaid post, 5 days after the date of posting;

(c) if sent by facsimile, when the sender's facsimile system generates a
message confirming successful transmission of the total number of
pages of the notice unless, within eight business hours after that
transmission, the recipient informs the sender that it has not
received the entire notice.

13.3 The Trustee will promptly deliver to each Special Optionholder copies of
any notice changing the foregoing addresses

14. INTERPRETATION

In this Deed, unless the contrary intention appears:

(a) headings are for ease of reference only and do not affect the
meaning of this Deed;

(b) the singular includes the plural and vice versa and words importing
a gender include other genders;

(d) a reference to a clause, paragraph, schedule or annexure is a
reference to a clause or paragraph of or schedule or annexure to
this Deed and a reference to this Deed includes any schedules and
annexures;

(e) a reference to a document or agreement, including this Deed,
includes a reference to that document or agreement as novated,
altered or replaced from time to time;

<PAGE>

(f) a reference to 'A$', '$A', 'dollar' or '$' is a reference to
Australian currency;

(g) a reference to a specific time for the performance of an obligation
is a reference to that time in the State, Territory or other place
where that obligation is to be performed;

(h) a reference to a party includes its executors, administrators,
successors and permitted assigns;

(i) words and expressions importing natural persons include
partnerships, bodies corporate, associations, governments and
governmental and local authorities and agencies; and

(j) a reference to any legislation or statutory instrument or regulation
is construed in accordance with the Acts Interpretation Act 1901
(Cth) or the equivalent State legislation, as applicable.

15. AMENDMENT

This Deed may be amended only in writing signed by each party and all
Special Optionholders.

16. TRUSTEE'S LIMITATION OF LIABILITY

16.1 Except as provided in CLAUSE 16.2, as the Trustee enters into this Deed
only in its capacity as trustee of WAT, the Trustee is liable under this
Deed only up to the extent to which it is indemnified out of the assets of
WAT.

16.2 The Trustee is only personally liable to the extent that it is fraudulent,
negligent, or in breach of trust.

16.3 If the Trustee is not personally liable, the parties other than the
Trustee must not sue the Trustee personally or seek to wind it up to
recover any outstanding money, and the Trustee is entitled to plead this
clause as a bar to the taking of any such proceedings.

16.4 Nothing contained in CLAUSE 16.1 shall limit the fight of any party to
bring action for performance by the Trustee or limit any party's right to
recover damages from the assets of the Trust to the extent that the
Trustee is liable under this Deed.

<PAGE>

EXECUTED as a deed.

SIGNED BY PERPETUAL TRUSTEE )
COMPANY LIMITED through its duly )
appointed attorney )

/s/ Gai McGrath /s/ Allan Cowper
- ----------------------------------- -----------------------------------

Gai McGrath Allan Cowper
- ----------------------------------- -----------------------------------

THE COMMON SEAL of WESTFIELD )
AMERICA MANAGEMENT LIMITED )
is affixed in accordance with its articles of )
association in the presence of )

/s/ Timothy G. Walsh /s/ Stephen P. Johns
- ----------------------------------- -----------------------------------
Secretary Director

Timothy G. Walsh Stephen P. Johns
- ----------------------------------- -----------------------------------
Name of secretary (print) Name of Director (print)

<PAGE>

SIGNED by CENTERMARK )
PROPERTIES INC through its duly )
authorised representative [ ] in the )
presence of

/s/ Peter Schwartz /s/ Peter Lowy, Executive Vice President
- ----------------------------------- ------------------------------------------
Signature of witness CENTERMARK PROPERTIES INC

Peter Schwartz
- -----------------------------------
Name of witness (print)

<PAGE>

SCHEDULE

SPECIAL OPTION CERTIFICATE

CERTIFICATE NUMBER

WESTFIELD AMERICA TRUST

Constituted by Trust Deed dated 28 March 1996, as amended

SPECIAL OPTION CERTIFICATE

- --------------------------------------------------------------------------------
NUMBER OF OPTIONS CLASS DISTINCTIVE NUMBERS
- --------------------------------------------------------------------------------

[ ] Special Options FROM [ ]

TO [ ]
- --------------------------------------------------------------------------------

These Options are issued in accordance with the Trust Deed of the Westfield
America Trust, and the Special Option Terms annexed

This is to certify that:

(a) [ ] of [ ] is, subject to the terms
of the Trust Deed and the Special Option Terms annexed, the
registered holder of the options in Westfield America Trust set out
in the panel above; and

(b) all of the terms and conditions of the Special Option Deed and the
Special Option Terms are incorporated herein by reference for the
benefit of each Special Optionholder, including, in particular, all
of the representations, warranties and covenants of the Manager and
the Trustee set forth in that Deed and the Special Option Terms
shall be deemed to be restated, mutatis mutandi, for the benefit of
the Special Optionholders from time to time.

SPECIAL FOR AND ON BEHALF of Perpetual Trustee company Limited, in its capacity
as trustee of Westfield America Trust.

-----------------------------
Director

-----------------------------
Secretary

<PAGE>

1 - 2

SPECIAL OPTION TERMS

(Attached to Certificate)

1. ENTITLEMENT

Each Special Option will entitle an Special Optionholder to subscribe for
that number of Units equal to the Special Conversion Number.

2. EXERCISE PERIOD

A Special Option may be exercised at any time during the Special Option
Period.

3. PREREQUISITE TO EXERCISE

Each Special Option must be exercised in compliance with all the
securities law restrictions set out in PARAGRAPH 10 and as part of a
parcel of Options which, on exercise, entitles the Special Optionholder to
Units having a value not less than the minimum amount required under the
Corporations Law (currently $A500,000) for the issue by the Trustee of
Units on exercise of such Special Option to constitute an excluded issue
pursuant to section 66(a)(1) of the Corporations Law (or any successor
statute).

4. EXERCISE PRICE

4.1 The exercise price ('EXERCISE PRICE') payable to the Trustee per Unit on
exercise of a Special Option shall be the amount of United States dollars
required to buy one Australian dollar, determined by reference to the
Rate.

4.2 On exercise of a Special Option, the Exercise Price payable on exercise of
each Special Option may be satisfied by:

(a) payment of US$100 to the Trustee; or

(b) the transfer of a Preferred Share to the Trustee.

4.3 On exercise of a parcel of Special Options, the Special Optionholder will
receive a number of Units equal to the number of that parcel of Special
Options multiplied by the Special Conversion Number, provided that if this
multiplication results in a total that includes a fraction of one Unit,
that fraction will be rounded up to be one additional Unit.

<PAGE>

1 - 3

5. RANKING OF UNITS ON EXERCISE OF SPECIAL OPTIONS

5.1 Subject to PARAGRAPH 5.2, a Unit allotted on exercise of a Special Option
will rank in all respects equally with the existing Units on issue at the
date of allotment.

5.2 A Unit allotted on exercise of a Special Option during a Quarter will rank
for distribution of the distributable Income of WAT from the first day of
that Quarter unless:

(i) the date of allotment occurs subsequent to the expiration of the
First or Third Quarter but prior to a date when the entitlement of
holders of Preferred Shares to receive dividends payable in respect
of a First Quarter or Third Quarter is determined by CenterMark, in
which event the Unit will rank for distributions by WAT of
distributable income from the first day of that previous Quarter; or

(ii) the date of allotment occurs subsequent to the expiration of the
Second Quarter or Fourth Quarter but prior to the date when the
entitlement of holders of Preferred Shares to receive dividends
payable in respect of a Second Quarter or Fourth Quarter is
determined by CenterMark, in which event the Unit will rank for
distributions by WAT of distributable income from the first day of
the previous Quarter.

6. MANNER OF EXERCISE

6.1 If a Special Optionholder wishes to exercise a Special Option, it must
give an irrevocable (subject to PARAGRAPH 6.2) written notice in the form
set out in Annexure A ('NOTICE OF EXERCISE') to the Manager (and a copy to
the Trustee), specifying:

(a) the number of Special Options in the parcel of Special Options which
the Special Optionholder wishes to exercise in compliance with
PARAGRAPH 3;

(b) the specific date (being not less than 6 and not more than 30 days
from the date of the Notice of Exercise) on which it wishes to
exercise those Special Options ('EXERCISE DATE');

(c) the number of Units ('RELEVANT NUMBER') (being equal to the Special
Conversion Number multiplied by the number of Special Options to
which the Notice of Exercise relates) which the Special Optionholder
should be allotted on the Exercise Date; and

(d) those matters demonstrating compliance with the U.S. securities laws
restrictions set forth in PARAGRAPH 10.

<PAGE>

1 - 4

6.2 Within 5 days from receipt of the Notice of Exercise, the Manager will
provide the Special Optionholder with all material filed by it with the
ASX in respect to WAT since the last annual report issued to Special
Optionholders and the Special Optionholder will (by written notice to the
Manager, and a copy to the Trustee) be entitled to revoke the Notice of
Exercise at any time during the 15 days immediately following receipt of
such material.

6.3 Subject to PARAGRAPH 6.2, on the Exercise Date:

(a) the Special Optionholder must deliver to the Trustee the total
Exercise Price, either:

(i) in cash; or

(ii) by the transfer of that number of Preferred Shares equal to
the number of Special Options to which Notice of Exercise
relates; or

(iii) partly in the manner referred to in PARAGRAPH (I) and partly
in manner referred to PARAGRAPH (II); and

(b) in consideration of the payment of the total Exercise Price either
in cash or by the transfer of Preferred Shares pursuant to PARAGRAPH
(A), the Manager must issue to the Special Optionholder the Relevant
Number of Units.

6.4 A Special Optionholder who elects to transfer Preferred Shares either in
full or part payment of the Exercise Price, must ensure that any Preferred
Share transferred pursuant to PARAGRAPH 6.3(b) (if any), is (immediately
prior to transfer) owned by the Special Optionholder (free of all
mortgages, charges, liens and other encumbrances or prior claims) and has
attached all rights (including rights to receive dividends) attaching or
accruing to the Preference Share on the Exercise Date provided that if the
Special Option is exercised after the record date for the First or Third
Quarter dividend by CenterMark and prior to payment of such dividend, then
the transfer of a Preference Share shall not include such unpaid
dividends.

7. TRANSFER OF SPECIAL OPTIONS

Subject to the securities law restrictions set out in PARAGRAPH 10, a
Special Option will be fully transferable.

8. NEW ISSUES BY WAT

<PAGE>

1 - 5

8.1 A Special Option will not confer any right on the Special Optionholder to
participate in any new issues of Units or Special Options to subscribe for
new Units by WAT or any distributions by WAT.

8.2 Special Optionholders who exercise Special Options prior to the books
closing date for an issue or distribution by WAT, will be entitled to
participate in that issue or distribution as a Unitholder to the extent
set out in the Trust Deed.

9. RIGHT TO VOTE

In accordance with CLAUSE 6.10 of the Trust Deed, no Special Option
confers on the Special Optionholder:

(a) any right to vote at a meeting of Unitholders; or

(b) any right to require the Manager of WAT to redeem or repurchase the
Special Option; or

(c) except as expressly provided in the Trust Deed or this Deed, any
other entitlement under the Trust Deed consequent on holding the
Special Option.

10. SECURITIES LAW RESTRICTIONS

10.1 The Special Options have not been registered under the U.S. Securities Act
and may not be offered, sold or exercised except:

(a) pursuant to an effective registration statement under the U.S.
Securities Act;

(b) within the United States to or, in the case of exercise, by
Institutional 'ACCREDITED INVESTORS' within the meaning of Rule
501(a)1), (2), (3) and (7) under the Securities Act in a transaction
exempt from registration requirements of the Securities Act upon
delivery of a purchaser's letter in the form of ANNEXURE B-1 OR B-2,
as applicable;

(c) outside the United States to or, in the case of exercise, by
non-U.S. persons in a transaction meeting the requirements of Rules
901, 903 or 904 of Regulation S under the U.S. Securities Act;

(d) to CenterMark, its affiliates, the Trustee, the Manager or their
affiliates; or

(e) as otherwise agreed by the Manager and Trustee.

The Special Options shall bear a legend to the foregoing effect:

<PAGE>

1 - 6

Special Options issued to non-U.S. persons pursuant to Regulation S under
the U.S. Securities Act shall bear the following additional legend:

'THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER
THAT (A) THE SECURITY MAY BE EXERCISED ONLY BY A NON-U.S. PERSON
UPON DELIVERY OF EITHER (i) A WRITTEN CERTIFICATE THAT IT IS NOT
BEING EXERCISED ON BEHALF OF A U.S. PERSON OR (ii) A WRITTEN OPINION
OF COUNSEL TO THE EFFECT THAT THE SECURITY AND THE UNITS DELIVERED
UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OR ARE EXEMPT FROM REGISTRATION THEREUNDER AND (B) THE SECURITY
MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE OPTION
DEED'

All other Special Options shall bear the following additional legend:

'THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER
THAT (A) THE SECURITY MAY BE EXERCISED ONLY BY (1) A NON-U.S. PERSON
UPON DELIVERY OF EITHER (i) A WRITTEN CERTIFICATE THAT IT HAS NOT
BEEN EXERCISED ON BEHALF OF A U.S. PERSON, OR (ii) A WRITTEN OPINION
OF COUNSEL TO THE EFFECT THAT THE SECURITY AND THE UNITS DELIVERED
UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OR ARE EXEMPT FROM REGISTRATION THEREUNDER OR (2) AN INSTITUTIONAL
ACCREDITED INVESTOR UPON DELIVERY OF A LETTER SUBSTANTIALLY IN THE
FORM ANNEXED TO THE SPECIAL OPTION DEED AND (B) THIS SECURITY MAY BE
EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE OPTION DEED.'

10.2 Units issuable upon exercise of the Special Options will not be registered
under the U.S. Securities Act and may not be offered or sold by an
Optionholder after exercise of an Option except:

(a) pursuant to an effective registration statement under the U.S.
Securities Act or pursuant to an exemption from the registration
requirements thereunder;

(b) outside the United States to non-U.S. persons (which term shall
include U.S. dealers or other professional fiduciaries acting on a
discretionary basis for non-U.S. beneficial owners (other than an
estate or trust)) in reliance upon Rules 903 and 904 of Regulation S
under the U.S. Securities Act;

<PAGE>

1 - 7

(c) in 'regular way transactions' on the ASX, provided that neither the
seller, nor any person acting on its behalf, knows that the
transaction has been pre-arranged with a buyer that is a U.S. person
or is located in the U.S.;

(d) to the Trustee or the Manager or its affiliates; or

(e) as otherwise agreed by the Manager and Trustee.

The foregoing restrictions shall be noted in the Unit register maintained
by the Manager. The Manager agrees that it will cause the notation to be
removed from the Unit register at such time as the Units may be
transferred without restriction under applicable law.

10.3 A Special Option may only be exercised by a non-U.S. person upon delivery
of either:

(a) a written certification that the Special Optionholder is not a U.S.
person and the Special Option is not being exercised on behalf of a
U.S. person; or

(b) a written opinion of counsel to the effect that the Special Option
and the Units delivered upon exercise thereof have been registered
under the U.S. Securities Act or are exempt from registration
thereunder.

10.4 A Special Option may only be exercised by a U.S. person upon delivery of a
purchaser's letter for 'Accredited Investors' in the form of ANNEXURE B-1,
certifying that the Special Optionholder is an 'Accredited Investor' as
defined in that letter, together with the other materials referred to
therein.

10.5 A Special Option may not be transferred to any person if the effect of
such transfer would be that the ownership limitations contained in
CenterMark's Restated Articles of Incorporation would be violated.

10.6 Any withholding obligation of WAT upon receipt of a Preferred Share may be
satisfied by delivery of an amount in United States dollars by the Special
Optionholder.

11. BENEFIT OF COVENANTS

To the extent that any covenant contained in the Special Option Deed is
made for the benefit of Special Optionholders, such covenant shall be
enforceable against the Trustee, the Manager or CenterMark by a Special
Optionholder.

<PAGE>

ANNEXURE A (TO THE SCHEDULE)

NOTICE OF EXERCISE

TO: WESTFIELD AMERICA MANAGEMENT LIMITED
Manager of Westfield America Trust
[ ]

COPY: PERPETUAL TRUSTEE COMPANY LIMITED
Trustee of Westfield America Trust
[ ]

I/We [ ] of [ ] give notice that I/we wish to
exercise [Special Options] registered in my/our name on [ ],
being a date not less than [6] and not more than [30] days after the date of
this Notice ('EXERCISE DATE').

I/We confirm that:

(a) Preferred shares in CenterMark registered in our name will on the
Exercise Date be free of all mortgages, charges, liens and other
encumbrances or prior claims;

(b) the units in the Westfield America Trust to be issued to me/us on
exercise of the Special Options to which this Notice of Exercise
relates, have a value of not less than the amount required by the
CORPORATIONS LAW for the issue of each such Unit to constitute an
excluded issue pursuant to Section 66(1)(a) of the CORPORATIONS LAW;

(c) this Notice of Exercise is irrevocable (subject to PARAGRAPH 7.2 of
the Ordinary Option Terms or Special Option Terms as applicable);

(d) I/we have read the restrictions on exercise of Special Options and
on transferability of units set forth in the Special Option Deed.
I/we understand that the Units have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
'SECURITIES ACT'), and may not be offered or sold except as
permitted by the Special Option Deed and that such restrictions may
be required to be noted in the Unit register as set forth in the
Special Option Deed. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if
we should reoffer, resell, pledge or transfer any Units, we will do
so only in accordance with the Special Option Deed; and

<PAGE>

A - 2

(e) APPLICABLE PARAGRAPH TO BE INSERTED

NOTE: the following paragraph to be included in a notice of exercise by a
non-U.S. person requesting that units be delivered to an address outside
of the United States:

[We are not a U.S. person, we are not acquiring any units for the account
of any U.S. person, and we have not offered, sold or delivered, and will
not offer, sell or deliver, directly or indirectly, or as principal or
agent, any units acquired by us in the United States or to any U.S.
person. U.S. person has the meaning set forth in Regulation S under the
Securities Act, and includes, among other persons, any national, citizen
or resident of the United States or the estate or trust of any such
person, any corporation, partnership or other entity created or organised
in or under the laws of the United States, or any political subdivision
thereof, any trust or estate (other than a foreign trust or estate) and
any United States branch of a non-U.S. person. 'UNITED STATES' means the
United States of America, its territories and possessions.]

NOTE: the following paragraph to be included in a notice of exercise by an
'ACCREDITED INVESTOR' (a person meeting the requirements of Rule 501(a) of
Regulation D under the Securities Act):

[We are delivering herewith a purchaser's letter for accredited investors
in the form of Annexure B-1 to the Special Option Deed's Schedules and the
other materials referred to therein, and certify that each of us is an
'ACCREDITED INVESTOR' as defined in that letter.]

NOTE: the following paragraph to be included in a notice of exercise by a
non-U.S. person requesting that units be delivered to an address in the
United States or who does not meet the standards set forth in Note 2.

[We are not a U.S. person]. [We are delivering herewith a written opinion
of nationally recognised United States counsel to the effect that the
Special Options and the units delivered upon exercise have been registered
under the Securities Act or are exempt from registration thereunder.]

<PAGE>

ANNEXURE B-1 (TO THE SCHEDULE)

FORM OF PURCHASER'S LETTER BY ACCREDITED INVESTOR

ACQUISITION OR TRANSFER OF UNITS

TO: WESTFIELD AMERICA MANAGEMENT LIMITED
Manager of Westfield America Trust
[ ]

COPY: PERPETUAL TRUSTEE COMPANY LIMITED
Trustee of Westfield America Trust
[ ]

Dear Ladies and Gentlemen:

In connection with our proposed acquisition of Units of Westfield America Trust
(the 'Trust') [in exchange for Preferred Stock of CenterMark Properties, Inc],
we confirm that:

1. We have received a copy of the Special Option Deed dated 1996
(the 'Option Deed') relating to issuance of Units.

2. We understand that the Units have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the 'Securities Act'),
and may not be offered or sold except as permitted in the following
sentence.

3. We agree, on our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that if we should reoffer, resell, pledge or
transfer any Units, we will do so only:

(a) pursuant to an exemption from registration provided by Rule 144
under the Securities Act (if available);

(b) outside the United States in a transaction meeting the requirements
of Rule 903 or 904 of Regulation S under the Securities Act;

(c) to an institutional 'accredited investor' (as defined below)
pursuant to any other exemption from the registration requirements
of the Securities Act, subject to:

(i) the receipt by the Trust of a letter substantially in the
form provided in the Special Option Deed,

<PAGE>

B - 2

(ii) unless such transfer is of Units with a purchase price of not
less than US$250,000 to an 'ACCREDITED INVESTOR' (as defined
below), the receipt by the Manager of an opinion of counsel
acceptable to the Manager that such reoffer, resale, pledge
or transfer is in compliance with the Securities Act;

(d) to the Trustee, the Manager or its affiliates; and

in each case, in accordance with any applicable securities laws of any
State or the United States of America or any other applicable
jurisdiction.

4. So long as the foregoing restrictions are required to be noted in the Unit
register, the undersigned will, and each subsequent holder is required to,
notify any subsequent purchaser from it of the resale restrictions set
forth above.

5. We understand that, on any proposed reoffer, resale, pledge or transfer of
any Units, we will be required to furnish to the Manager and the registrar
and transfer agent for the Units, such certification and other information
as the Manager may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions and the provisions of the Special
Option Deed pursuant to which the Units were issued. We further
understand that the foregoing restrictions will be noted in the Unit
register.

[Insert applicable paragraph.]

6. [We are an institutional 'ACCREDITED INVESTOR' (an entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of
our investment in the Units, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.]

7. [insert applicable paragraph.]

[We are acquiring the Units purchased by us for our own account or for one
or more accounts (each of which is an 'ACCREDITED INVESTOR' ) as to each
of which we exercise sole investment discretion and for each of which we
are acquiring Units with a purchase price of not less than US$250,000 in
each case for investment and not with a view to, or for sale in connection
with any distribution thereof within the meaning of the Securities Act.]

[We have delivered to the Manager an opinion of counsel acceptable to the
Manager that such offer, sale, pledge or transfer of the Units to us is in
compliance with the Securities Act.]

<PAGE>

B - 3

You are entitled to rely upon this letter and are irrevocably authorised to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

Very truly yours,

[Purchaser]

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

Dated:

Signed by [ ] through its )
duly authorised representative )
[ ] in the presence of: )

<PAGE>

B - 4

THE COMMON SEAL of # is affixed in )
accordance with its articles of association in )
the presence of )

- ----------------------------------- -----------------------------------
Secretary Director

- ----------------------------------- -----------------------------------
Name of secretary (print) Name of director (print)

<PAGE>

B - 5

ANNEXURE B-2 (TO THE SCHEDULE)

FORM OF PURCHASER'S LETTER BY ACCREDITED INVESTOR

TRANSFER OF OPTIONS

TO: WESTFIELD AMERICA MANAGEMENT LIMITED
Manager of Westfield America Trust
[ ]

COPY: PERPETUAL TRUSTEE COMPANY LIMITED
Trustee of Westfield America Trust
[ ]

Dear Ladies and Gentlemen:

In connection with our proposed acquisition of Special Options of Westfield
America Trust (the 'Trust'):

1. We have received a copy of the Special Option Deed dated (the 1996 (the
'Option Deed') relating to issuance of Units.

2. We understand that the Special Options and the Units issuable upon
exercise thereof have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the 'SECURITIES ACT'), and may not be
offered or sold except as permitted in the following sentence and in the
Special Option Deed.

3. We agree, on our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that if we should reoffer, resell, pledge or
transfer any Special Options, we will do so only:

(a) outside the United States to a foreign person in a transaction
meeting the requirements of Rule 903 or 904 of Regulation S under
the Securities Act;

(b) to an institutional 'accredited investor' (as defined below)
pursuant to an exemption from the registration requirements of the
Securities Act, subject to:

(i) the receipt by the Trust of a letter substantially in the
form provided in the Special Option Deed,

(ii) unless such transfer is of Special Options with a purchase
price of not less than US$250,000 to an 'ACCREDITED INVESTOR'
(as defined below),

<PAGE>

B - 6

the receipt by the Trust of an opinion of counsel acceptable
to the Manager that such reoffer, resale, pledge or transfer
is in compliance with the Securities Act;

in each case, in accordance with any applicable securities laws of
any State or the United States of America or any other applicable
jurisdiction.

4. The undersigned will, and each subsequent purchaser from it is required
to, notify any subsequent purchaser from it of the resale restrictions set
forth above.

5. We understand that, on any proposed reoffer, resale, pledge or transfer of
any Special Options, we will be required to furnish to the Manager and the
registrar and transfer agent for the Units, such certification and other
information as the Manager may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions and the provisions
of the Special Option Deed pursuant to which the Special Options were
issued. We further understand that the foregoing restrictions will be
noted in the a legend on the Special Options.

[Insert applicable paragraph.]

7. [insert applicable paragraph.]

[We are acquiring the Special Options purchased by us for our own account
or for one or more accounts (each of which is an 'ACCREDITED INVESTOR') as
to each of which we exercise sole investment discretion and for each of
which we are acquiring Special Options with a purchase price of not less
than US$250,000 in each case for investment and not with a view to, or for
sale in connection with any distribution thereof within the meaning of the
Securities Act.]

[We have delivered to the Manager an opinion of counsel acceptable to the
Manager that such offer, sale, pledge or transfer of the Special Options
to us is in compliance with the Securities Act.]

<PAGE>

B - 7

Very truly yours,

[Purchaser]

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

Dated:

Signed by [ ] through its )
duly authorised representative )
[ ] in the presence of: )

THE COMMON SEAL of # is affixed in )
accordance with its articles of association in )
with the presence of )

- ----------------------------------- -----------------------------------
Secretary Director

- ----------------------------------- -----------------------------------
Name of secretary (print) Name of director (print)

<PAGE>

C - 1

ANNEXURE C

ADJUSTMENTS

1. STOCK SPLITS, REVERSE STOCK SPLITS AND STOCK DIVIDENDS IN CENTERMARK.

If at any time CenterMark consolidates or subdivides its Preferred Shares
or issues a stock dividend, then on exercise of a Special Option:

(a) to the extent that the Exercise Price is to be satisfied in cash,
such subdivision or consolidation shall have no effect on the
Exercise Price; and

(b) to the extent that such Exercise Price is to be satisfied by the
transfer of Preferred Shares, the number of Preferred Shares
required to be transferred to the Trustee on the Exercise Date shall
be proportionately increased or decreased so that the Special
Optionholder is effectively transferring to the Trustee the same
percentage interest in CenterMark as it would have been required to
transfer on exercise of the Special Option immediately prior to the
consolidation or subdivision or stock dividend.

2. STOCK SPLITS, REVERSE STOCK SPLITS AND STOCK DIVIDENDS BY WAT.

2.1 Subject to PARAGRAPH 2.2, if the Trustee or Manager gives effect to a
subdivision or consolidation of Units or issues a dividend payable in
Units, then on exercise of a Special Option, a Special Optionholder shall
be entitled to receive a proportionately greater or lesser number of
Units, so that the number of Units which it receives represents the same
percentage interest in WAT as it would have obtained if it had exercised
the Special Option immediately prior to the consolidation or subdivision
or dividend.

2.2 The Manager's obligation to issue a greater or lesser number of Units
(pursuant to PARAGRAPH 2.1) for the same cash amount, is subject to the
Trustee being able to amend the Trust Deed in accordance with section
1069A(7) of the CORPORATIONS LAW provided that the Manager and the Trustee
will use their best efforts to obtain an appropriate amendment to the
Trust Deed.

<PAGE>
EXHIBIT 10.7

DATED 24 JUNE, 1996

PERPETUAL TRUSTEE COMPANY LIMITED
(ACN 000 001 007)
(`TRUSTEE')

WESTFIELD AMERICA MANAGEMENT LIMITED
(ACN 072 780 619)
(`MANAGER')

CENTERMARK PROPERTIES, INC.
(`CENTERMARK')

DEED OF VARIATION
(SPECIAL OPTION DEED)

MINTER ELLISON
Lawyers
Minter Ellison Building
44 Martin Place
SYDNEY NSW 2000
DX 117 SYDNEY
Telephone (02) 210 4444
Facsimile (02) 235 2711
Ref: LRB: GS:10418404

<PAGE>

(ii) unless such transfer is of Units with a purchase price of
not less than US$250,000 to an `ACCREDITED INVESTOR' (as
defined below), the receipt by the Manager of an opinion of
counsel acceptable to the Manager that such reoffer, resale,
pledge or transfer is in compliance with the Securities Act;

(d) to the Trustee, the Manager or its affiliates; and

in each case, in accordance with any applicable securities laws of any
State or the United States of America or any other applicable jurisdiction.

5. We understand that, on any proposed reoffer, resale, pledge or transfer of
any Units, we will be required to furnish to the Manager and the registrar
and transfer agent for the Units, such certification and other information
as the Manager may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions and the provisions of the Special
Option Deed pursuant to which the Units were issued. We further understand
that the foregoing restrictions will be noted in the Unit register.

[Insert applicable paragraph.]

6. [We are an institutional `ACCREDITED INVESTOR' (an entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) and have such knowledge and expreience in financial
and business matters as to be capable of evaluating the merits and risks
of our investment in the Units, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.]

7. [insert applicable paragraph]

[We are acquiring the Units purchased by us for our own account or for one
or more accounts (each of which is an `ACCREDITED INVESTOR') as to each of
which we exercise sole investment discretion and for each of which we are
acquiring Units with a purchase price of not less than US$250,000 in each
case for investment and not with a view to, or for sale in connection with
any distribution thereof within the meaning of the Securities Act.]

[We have delivered to the Manager an opinion of counsel acceptable to the
Manager that such offer, sale, pledge or transfer of the Units to us is in
compliance with the Securities Act.]

<PAGE>

2. AMENDMENT OF ORIGINAL DEED

2.1 Trustee, Manager and CenterMark agree that the Original Deed is hereby
varied as follows:

(a) amendment to the definition of `RECONSTRUCTION' as follows:

(i) inserting the word `ordinary' before the word `periodic' in
the third line;

(ii) deleting the word `of before the word `units' in the fifth
line and replacing it with the word `or' and

(iii) deleting the words `a regular' in the seventh line and
replacing it with the word `ordinary'

(b) amendment to CLAUSE 2.4 as follows:

(i) deleting CLAUSE 2.4(b), and

(ii) re-numbering CLAUSE 2.4(c), CLAUSE 2.4(b),

(i) inserting before the word `in' in the first line the words:

`(INCLUDING FOR THIS PURPOSE THE SPECIAL OPTIONHOLDERS)';
and

(ii) inserting before the word `party' in the second last line
the word `such';

(d) inserting at the end of CLAUSE 7.2(b) the words:

; PROVIDED THAT A SPECIAL OPTIONHOLDER WILL NOT BEAR ANY ALLOCATION OF
EXPENSE IN EXCESS OF ITS PRO RATA INTEREST IN CENTERMARK.

(e) amendment to CLAUSE 9.2(b) as follows:

(i) inserting at the end the words `; or'; and

<PAGE>

(ii) inserting a new CLAUSE 9.2(c) as follows:

`(c) THE EXERCISE OF THE SPECIAL OPTIONS'

(f) amendment to CLAUSE 13.1(a) by deleting the words `CLAUSE 14' in the
first line and substituting the words `CLAUSE 13';

(g) amendment to CLAUSE 13.3 by inserting before the word `notice' in the
first line the words:

`NOTICES DELIVERED HEREUNDER, INCLUDING ANY';

(h) amendment to the SPECIAL OPTION TERMS contained in the Schedule to the
Deed as follows:

(i) deleting from the second last line of CLAUSE 3 the words
`SECTION 66(a)(1)' and substituting the words `SECTION
66(2)(a)'; and

(ii) deleting the words `the First or Third Quarter' in the third
last line of CLAUSE 6.4 and substituting the words `a
Quarterly', and

(iii) inserting a new CLAUSE 12 as follows:

`12 OEF ELECTION

IF A SPECIAL OPTIONHOLDER INTENDS TO MAKE THE ELECTION PROVIDED FOR IN
SECTION 1295(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(`CODE'), THEN SUCH SPECIAL OPTIONHOLDER SHALL SO NOTIFY THE MANAGER
AND THE TRUSTEE AND THE MANAGER SHALL BE REQUIRED, AT WAT'S EXPENSE,
TO TAKE SUCH ACTIONS AS MAY BE REQUIRED BY THE CODE AND THE
AUTHORITIES THEREUNDER TO HAVE WAT BE TREATED AS A QUALIFIED ELECTING
FUND (WITHIN THE MEANING OF SECTION 1295 OF THE CODE) WITH RESPECT TO
A UNITHOLDER OR SPECIAL OPTIONHOLDER THAT MAKES THE ELECTION PROVIDED
FOR UNDER SECTION 1295(b) OF THE CODE.'

(i) amendment to Annexure A to the Schedule as follows:

(i) deleting the words `SECTION 66(1)(a)' from the last line of
PARAGRAPH (b) and substituting the words `SECTION 66(2)(a)';
and

<PAGE>

(ii) deleting the words in parenthesis in the first line of
PARAGRAPH (C) and substituting the words

`(SUBJECT TO PARAGRAPH 6.2 OF THE SPECIAL OPTION TERMS)'.

2.2. Except as amended pursuant to CLAUSE 2.1 of this Deed, the parties agree
that the terms of the Original Deed shall continue to have full force and
effect.

1. FURTHER ASSURANCES

Each party must:

(a) use its reasonable efforts to do all things necessary or desirable to
give full effect to this Deed, and

(b) refrain from doing anything that might hinder performance of this
Deed.

4. COUNTERPARTS

(a) This Deed may be executed in one or more counterparts, each of which
will be deemed an original but all of which will constitute one and
the same instrument.

(b) If this Deed is executed in counterparts, it will take effect from the
date and time at which the last party signs a counterpart of this
Deed.

EXECUTED as a deed.

THE COMMON SEAL of PERPETUAL )
TRUSTEE COMPANY LIMITED is )
affixed in accordance with its articles of )
association in the presence of )

/s/ Gregory John Thomas /s/ Richard John Atkinson
- ---------------------------------- ---------------------------------
Secretary Director

Gregory John Thomas Richard John Atkinson
- ---------------------------------- ---------------------------------
Name of secretary (print) Name of director (print)

<PAGE>

THE COMMON SEAL OF WESTFIELD )
AMERICA MANAGEMENT LIMITED )
is affixed in accordance with its articles of )
association in the presence of )

/s/ Timothy Walsh /s/ Stephen Johns
- --------------------------------- ----------------------------------
Secretary Director

Timothy Walsh Stephen Johns
- --------------------------------- ----------------------------------
Name of secretary (print) Name of director (print)

<PAGE>

SIGNED by CENTERMARK )
PROPERTIES, INC. through its duly )
authorised representative [ ] in the )
presence of

/s/ Peter Schwartz /s/ Peter Lowy, Executive Vice President
- --------------------------------- ----------------------------------------
Signature of witness CENTERMARK PROPERTIES, INC.

Peter Schwartz
- ---------------------------------
Name of witness (print)

<PAGE>

EXHIBIT 10.9

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT, dated as of the 1st day of July, 1996, is
made by and between CENTERMARK PROPERTIES, INC., a Missouri corporation (the
"Owner"), and WESTFIELD U.S. ADVISORY, L.P., a Delaware limited partnership (the
"Advisor").

W I T N E S S E T H:

WHEREAS, the Owner is incorporated under the laws of the State of
Missouri and currently qualifies as a "real estate investment trust" as defined
in the Internal Revenue Code of 1986, as amended (the "Code"), to make
investments of the type permitted for qualified real estate investment trusts
under the Code;

WHEREAS, the Owner desires to avail itself of the experience, sources
of information, advice, assistance and certain facilities of or available to the
Advisor and to have the Advisor undertake the duties and responsibilities
hereinafter set forth, on behalf of and subject to the supervision of the Owner,
as provided in this Advisory Agreement; and

WHEREAS, the Advisor is willing to undertake to render such services,
subject to the supervision of the Owner, on the terms and conditions hereinafter
set forth.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:

I. DEFINITIONS

1.1 DEFINITIONS.

As used in this Advisory Agreement, the following capitalized terms
shall have the meanings set forth below.

(a) "Advisor" means Westfield U.S. Advisory, L.P., a Delaware
limited partnership;

(b) "Advisory Fee" shall have the meaning set forth in Section 3.1
hereof;

<PAGE>

(c) "Affiliate" means with respect to any Person (the "Subject
Person"), any other Person controlling, controlled by or under common
control with the Subject Person. As used in this definition of
"Affiliate," the term "control" means, with respect to any Person, the
right to the exercise, directly or indirectly, of 50% or more of the voting
rights attributable to such Person;

(d) "Bankruptcy" of any Person means the occurrence of any of the
following events:

(i) if such Person shall file a voluntary petition in bankruptcy
or shall be adjudicated a bankrupt or insolvent, or shall file any petition
or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself under
the present or any future Federal bankruptcy act or any other present or
future applicable Federal, state or other statute or law relating to
bankruptcy, insolvency, or other relief for debtors, or shall seek or
consent to the appointment of any trustee, receiver, conservator or
liquidator of such Person of all, or substantially all, of its property; or

(ii) if a court of competent jurisdiction shall enter an order,
judgment or decree approving a petition filed against such Person seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future Federal
bankruptcy act, or any other present or future Federal, state or other
statute or law relating to bankruptcy, insolvency, or other relief for
debtors, and such order, judgment or decree shall remain unvacated and
unstayed for a period of ninety (90) days from the date of entry thereof,
or any trustee, receiver, conservator or liquidator of such Person or of
all or substantially all of its property shall be appointed without the
consent of such Person and such appointment shall remain unvacated and
unstayed for a period of ninety (90) days or if such Person shall file an
answer admitting the material allegations of a petition filed against it in
any bankruptcy, reorganization or insolvency proceeding; or

(iii) if such Person shall admit in writing its inability to pay
its debts as they mature; or

(iv) if such Person shall make a general assignment for the
benefit of creditors or take any other similar action for the protection or
benefit of creditors; or

(v) if any assets of such Person are attached, seized or
subjected to a garnishment or other action by a creditor of such Person
seeking to realize upon a judgment against such Person, and such
attachment, seizure, garnishment or

<PAGE>

other action is not vacated, stayed or otherwise resolved within ninety (90)
days thereafter;

(e) "Code" shall have the meaning set forth in the recitals hereto;

(f) "Development Agreements" mean the Design, Development and
Construction Agreements executed in accordance with the Master Development
Framework Agreement;

(g) "Directors" means members of the Board of Directors of the Owner;

(h) "Indemnified Party" shall have the meaning set forth in
Section 6.2(a) hereof;

(i) "Independent Director" means a director who (i) is not, and has
not for the last 12 months been, an officer or employee of the Owner or its
subsidiaries, (ii) is not an Affiliate (as such term is defined below) of
the Owner or its subsidiaries or an officer or employee of an Affiliate (as
such term in defined below), (iii) is not a Member of the Immediate Family
(as such term is defined below) of any natural person described in clauses
(i) and (ii) above, and (iv) is free from any relationship that would
interfere with the exercise of independent judgment as a director. With
respect to any particular matter, a director is also interested if he or
she has a financial interest in the matter. For purposes of the definition
of "Independent Director," an "Affiliate" means any Person directly or
indirectly controlling, controlled by, or under common control with, such
other Person; "Control" means the power to exercise a controlling influence
over the management or policies of a company, unless such power is solely
the result of an official position with the Owner; and "Member of the
Immediate Family" means any parent, spouse of a parent, child, spouse of a
child, spouse, brother or sister and includes step and adoptive
relationships;

(j) "Leasing Agreements" means the Leasing Agreements executed in
accordance with the Master Development Framework Agreement;

(k) "Management Agreements" means those agreements listed on SCHEDULE
I attached hereto;

(l) "Master Development Framework Agreement" means that certain
Master Development Framework Agreement, dated as of July 1, 1996, between
the Owner and Westfield Corporation, Inc.;

<PAGE>

(m) "Net Equity Value" means the net equity value of the Owner in
United States dollars for the relevant quarterly period determined as of
the end of each calender quarter as reflected in the most recent quarterly
financial statements of Owner (whether audited or unaudited), which
financial statements shall, to the extent necessary, be adjusted to reflect
the appraised value of the Owner Properties (which, with respect to any
property held by a joint venture between Owner and one or more third
parties, shall only include Owner's pro-rata share of such appraised
value), after deducting any mortgage and long term indebtedness of Owner
(which, with respect to any property held by a joint venture between Owner
and one or more third parties, shall only include Owner's pro-rata share of
such indebtedness) with respect to such Owner Properties. The parties
agree that the Net Equity Value as of the date hereof based on the current
appraisals of the Owner Properties and the current indebtedness of the
Owner is $941,301,000. Upon receipt of any new appraisal for any of the
Owner Properties pursuant to Section 2.11 hereof, the Net Equity Value
shall be appropriately adjusted.

(n) "Person" means an individual, partnership, joint venture,
corporation, trust, unincorporated association or other entity;

(o) "Owner" means CenterMark Properties, Inc. and its subsidiaries;

(p) "Owner Property" means any real property or interest therein and
associated personal property owned by the Owner or any interest held by the
Owner in a joint venture with third parties;

(q) "Wages and Salaries" means wages, salaries and other
compensation, including so-called fringe benefits such as life, disability,
medical and health insurance pension plans, social security taxes and
workers' compensation insurance;

(r) "Westfield America Trust" means Westfield America Trust, a public
trust constituted by the Trust Deed of Westfield America Trust, dated March
26, 1996, as amended, between Westfield America Management Limited and
Perpetual Trustee Company Limited; and

(s) "Westfield Holdings Limited" means Westfield Holdings Limited, a
company incorporated in New South Wales and having its registered office at
Level 24, 100 William Street, Sydney, New South Wales.

<PAGE>

1.2 ACCOUNTING PRINCIPLES.

Except as otherwise provided herein, all accounting and financial
terms used herein shall be determined in accordance with a basis of presentation
as agreed upon by Owner and Advisor from time to time.

II. DUTIES OF THE ADVISOR

2.1 GENERAL.

The Advisor shall use its commercially reasonable efforts to perform
each of the duties set forth in this Advisory Agreement and shall have the
authority to take all actions and to execute all documents and instruments that
it deems necessary or advisable in connection with the management and operations
of the Owner and the fulfillment of its duties as set forth herein, subject in
each matter to the supervision of the Directors and to the investment policies
of the Owner, and with respect to purchases, development, financing and sales of
real property, to the prior approval of the Directors.

2.2 ANNUAL STRATEGIC PLAN.

The Advisor will prepare annually a strategic plan which incorporates
a specific business strategy, an annual operating budget, investment and
disposition objectives and capitalization and funding strategies. This plan
will be presented in the fourth quarter of the year prior to the year for which
such plan applies (other than the initial year hereof) to the Directors for
their review and approval. The plan for the initial year hereof will be
prepared and presented within six months of the date of execution hereof.
Consistent with the annual strategic plan, and subject to supervision by the
Directors, the Advisor will provide acquisition, financing and disposition
services including the following:

(a) Investigation and selection of possible acquisitions, property
analysis, market and economic surveys, on-site physical inspections, review
and projection of income and operating expenses and, when desired,
supervising and negotiating the arrangement of financing;

(b) Conducting negotiations with real estate brokers, owners of
property and their agents, investment bankers and owners of privately and
publicly held real estate companies;

<PAGE>

(c) Engaging and supervising, on behalf of the Owner, independent
contractors which provide real estate brokerage, investment banking and
leasing services, mortgage brokerage and other financial services and such
other services as may be required relating to the Owner Properties;

(d) Negotiating on behalf of the Owner for the sale, exchange or
other disposition of any Owner Properties; and

(e) Coordinating and managing operations of the joint venture
interests held by the Owner and conducting all matters with the joint
venture partners in the joint ventures.

2.3 ASSET MANAGEMENT.

The Advisor shall coordinate and supervise on behalf of the Owner all
property managers, leasing agents and developers for administration, leasing,
management and development of the Owner Properties. The Owner has engaged the
Advisor or its Affiliates to provide property management, leasing services
and/or development services for Owner Properties pursuant to the Management
Agreements and the Master Development Framework Agreement..

2.4 GENERAL ADMINISTRATIVE DUTIES.

The Advisor shall perform, or supervise the performance of, the
necessary administrative functions in the day-to-day management of the Owner and
its operations, including, without limitation, internal and external financial
reporting, property accounting, shareholder relations, joint venture partner
relations, supervision of stock registrar and transfer services, and other
necessary services.

2.5 REAL ESTATE INVESTMENT ADVICE.

The Advisor shall advise the Owner with respect to policy decisions to
be made by the Directors, shall investigate and evaluate investment
opportunities consistent with the real estate investment policies and the
objectives of the Owner and recommend them to the Directors, and shall provide
research, economic and statistical data in connection with the Owner's real
estate investments and policies.

2.6 SHORT-TERM INVESTMENTS.

The Advisor may invest and reinvest any moneys and securities of the
Owner in short-term investments pending investment in the Owner Properties,
payment of expenses and other amounts in accordance with approved budgets, or
payment of divi-

<PAGE>

dends to shareholders of the Owner. Unless a specific policy is developed by
the Advisor and approved by the Directors, the Advisor may invest and reinvest
any monies and securities of the Owner, pending investment in the Owner
Properties, in accordance with current practice of the Owner. The Advisor shall
develop and submit such a policy within 30 days of the execution hereof.

2.7 AGENCY.

The Advisor shall act as agent of the Owner in making, acquiring,
financing and disposing of investments, disbursing and collecting the Owner's
funds, paying the debts and fulfilling the obligations of the Owner, supervising
the performance of the managers and any developer of the Owner Properties and
handling, prosecuting and settling any claims of or against the Owner, the
Directors, holders of the Owner's securities or the Owner's representatives or
properties.

2.8 RETENTION OF SERVICES.

The Advisor may retain for and on behalf of the Owner such services of
accountants, legal counsel, appraisers, insurers, brokers, transfer agents,
registrars, developers, investment banks, financial advisors, banks and other
lenders and others as the Advisor deems necessary or advisable in connection
with the management and operations of the Owner and the fulfillment of the
Advisor's duties as set forth herein.

2.9 BANK ACCOUNTS.

The Advisor may establish one or more bank accounts in the name of the
Owner or in its own name and may deposit into and disburse from such accounts
any moneys on behalf of the Owner, provided that no funds in any such account
shall be commingled with funds of the Advisor, and the Advisor shall as
requested by the Directors render appropriate accountings to the Directors of
such deposits and disbursements. Advisor and all officers and employees of
Advisor who may handle or are responsible for the handling of receipts or
disbursements shall be covered by insurance maintained by Advisor, at its sole
cost and expense, in an amount not less than One Million Dollars ($1,000,000)
for employee dishonesty coverage against any and all loss, theft, embezzlement
or other fraudulent acts on the part of Advisor or Advisor's employees, and not
less than One Hundred Thousand Dollars ($100,000) for money and securities on
and off the premises, transit and depositors forgery coverage, indemnifying
Owner, as obligee, against any and all loss, theft, embezzlement or other
fraudulent acts on the part of Advisor or Advisor's employees.

<PAGE>

2.10 BOOKS AND RECORDS.

The Advisor shall maintain all accounting and reporting systems, books
and records of the Owner, including books of account and records relating to
services performed by the Advisor, and shall make such books and records
accessible for inspection by the Directors at any time during ordinary business
hours.

2.11 APPRAISALS AND REPORTING.

As frequently as the Advisor may deem necessary or advisable and, so
long as WAT is a shareholder in the Owner, as frequently as may be required by
the WAT Trustee, the Advisor shall, at the cost and expense of Owner, prepare,
or cause to be prepared, with respect to each of the Owner Properties (a) an
appraisal prepared by an independent real estate appraiser, (b) reports and
information on the Owner's operations and asset performance and (c) other
information reasonably requested by the Owner. All appraisals prepared pursuant
to clause (a) above shall be performed by Landauer Real Estate Counselors or
such other real estate appraiser as may be mutually agreed upon by the Owner and
the Advisor. Notwithstanding anything to the contrary contained herein, the
Owner and the Advisor agree that appraisals will be performed with respect to
each individual Owner Property not less than once every three years, which
appraisals may be performed on a rolling basis, and that an appraisal shall be
performed with respect to an Owner Property upon the completion of any
redevelopment of such Owner Property.

2.12 REPORTS, ETC.

The Advisor shall prepare, or cause to be prepared, all reports,
financial or otherwise, with respect to the Owner reasonably required by the
Directors or required by Westfield America Trust (so long as it is a shareholder
in Owner) in order for it to comply with its organizational documents or any
securities law applicable to it, and all tax returns and any other reports or
other materials required to be filed with any governmental body or agency, and
shall prepare, or cause to be prepared, all materials and data necessary to
complete such reports and other materials including, without limitation, an
annual audit of the Owner's books of account by a nationally recognized
independent accounting firm.

2.13 FINANCING AND SECURITIES ISSUANCES.

The Advisor shall provide services to the Owner in connection with
negotiations by the Owner with investment banking firms, securities brokers or
dealers and other institutions or investors in connection with the sale of
securities of the Owner and the securing of loans for the Owner.

<PAGE>

2.14 REIT QUALIFICATION, ETC.

In the performance of its duties and responsibilities hereunder, the
Advisor shall refrain from any action (a) which, in its judgment, would
adversely affect the qualification of the Owner as a "real estate investment
trust" under the Code, (b) which, in its judgment, would have adverse tax
consequences to the holders of units of Westfield America Trust (so long as
Westfield America Trust is a shareholder in Owner), (c) which would violate any
law, rule or regulation of any governmental body or agency having jurisdiction
over the Owner or its securities, the violation of which could have a material
adverse effect on the Owner, or (d) which would otherwise not be permitted by
the certificate of incorporation of the Owner.

2.15 EXPERTS.

In performing its duties under this Article 2, the Advisor shall be
entitled to reasonably rely on qualified experts hired by the Advisor.

III. COMPENSATION

3.1 ADVISORY FEE.

The Owner shall pay to the Advisor a quarterly Advisory Fee equal to
.1375% (for an annual Advisory Fee of .55%) of the Net Equity Value of the Owner
for each quarter. The Advisory Fee shall be paid in U.S. dollars and shall be
payable in arrears on January 31, April 30, July 31 and October 31 of each
calendar year for the preceding calender quarterly period or part thereof, the
first such payments to be made on October 31, 1996 for the quarterly period
from the date hereof through and including September 30, 1996.

3.2 PAYMENT FOR ADDITIONAL SERVICES.

If the Owner shall request the Advisor to render services to the Owner
other than those required to be rendered by the Advisor hereunder, such
additional services, if performed, shall be compensated separately on terms to
be agreed upon from time to time between the Advisor and the Owner, which terms
shall not be less favorable to the Owner than the terms under which the Advisor
is then performing similar services for other Persons, taking into account the
full range of services and prices therefor provided by the Advisor to such other
Persons.

<PAGE>

3.3 EXPENSES OF THE ADVISOR.

Without regard to the amount of compensation received hereunder by the
Advisor, the Advisor shall bear the following expenses:

(a) Wages and Salaries of the Advisor's officers and employees; and

(b) rent and other overhead expenses of the Advisor.

3.4 REIMBURSABLE EXPENSES.

The Advisor shall pay, or cause to be paid out of the assets of the
Owner, the following operating expenses of the Owner and, if the Advisor
advances money for such expenses, it shall be entitled to reimbursement by the
Owner therefor:

(a) travel and other out-of-pocket expenses incurred by directors,
officers and employees of the Advisor in connection with the purchase,
financing, refinancing or sale of an Owner Property;

(b) costs of legal, accounting, tax, administrative and other
similar services rendered for the Owner by Persons retained by the Advisor
or, if provided by the Advisor's employees (other than with respect to
operational accounting services provided by the Owner's employees), in
amounts not greater than those that the Advisor determines in good faith
would have been charged by unrelated third Persons performing similar
services;

(c) all other costs and expenses relating to the Owner's operations,
including without limitation the costs and expenses of acquiring, owning,
protecting, maintaining, developing and disposing of the Owner's
investments, including appraisal, reporting, audit and legal fees;

(d) all insurance costs incurred in connection with the operation of
the Owner;

(e) expenses connected with payments of interest or distributions in
cash or any other form made or caused to be made by the Directors to or on
account of holders of securities of the Owner, including without limitation
expenses incurred in connection with any dividend reinvestment plan;

(f) expenses connected with communications to holders of securities
of the Owner and the other bookkeeping and clerical work necessary in main-

<PAGE>

taining relations with holders of securities and in complying with the
continuous reporting and other requirements of governmental bodies or agencies,
including the cost of printing and mailing certificates for securities and proxy
solicitation materials and reports to holders of the Owner's securities;

(g) transfer agent and registrar's fees and charges; and

(h) expenses relating to any office or office facilities maintained
for the Owner or the Owner Properties separate from the office or offices
of the Advisor.

3.5 RESTRICTIONS.

(a) Except with respect to the transactions contemplated pursuant to
that certain GSP Option Agreement, dated the date hereof, between Westfield
Capital Corporation Finance Pty. Limited and Owner, the Advisor shall not
consummate any transaction which would involve the acquisition by the Owner of
property in which the Advisor or any Affiliate thereof has an ownership interest
or the sale by the Owner of property to an Advisor or any Affiliate thereof,
unless approved by a majority of the Directors, including the Independent
Directors as required by the Owner's by-laws or certificate of incorporation or
any relevant shareholder agreement and unless, for so long as Westfield America
Trust is a shareholder in the Owner, all required approvals or consents under
the Australian Corporations Law or the Australian Stock Exchange Listing Rules
have been obtained.

(b) Other than advances of expenses pursuant to Section 3.4 hereof,
the Owner may not make loans to, or borrow money from, the Advisor or any
Affiliate thereof, unless a majority of the Directors (including the
Independent Directors as required by the Owner's by-laws or certificate of
incorporation or any relevant shareholder agreement) approve the transaction.

(c) The Owner shall not invest in joint ventures with the Advisor,
or any Affiliate thereof, unless a majority of the Directors (including the
Independent Directors as required by the Owner's by-laws or certificate of
incorporation or any relevant shareholder agreement) approve the transaction.

(d) All other material transactions between the Owner and the
Advisor, or any Affiliate thereof, shall require approval by a majority of the
Directors (including the Independent Directors as required by the Owner's
by-laws or certificate of incorporation or any relevant shareholder agreement)).

<PAGE>

IV. TERMINATION; TERM

4.1 TERMINATION.

(a) TERM. The term of this Advisory Agreement shall commence on the
date hereof and shall continue until terminated pursuant to this Article.

(b) NON-CURABLE TERMINATING EVENTS. (i) The Owner may terminate this
Advisory Agreement on not less than 30 days written notice to the Advisor upon
the occurrence of any of the following events:

(x) the Bankruptcy of the Advisor;

(y) an act of fraud, embezzlement or theft (which, in the case
of theft, constitutes a felony) against Owner or its Affiliates which
causes it material injury is perpetrated by Advisor or by Developer or
by Manager in its corporate capacity (as distinguished from the acts
of any employees of such entities which are taken without the approval
or complicity of the Board of Directors of such entities' managing
general partner) under this Agreement, the Management Agreements, the
Master Development Framework Agreement, any Development Agreement or
any Leasing Agreement; and

(z) the aggregate direct and indirect interest of Westfield
America Trust and Westfield Holdings Limited or their respective
Affiliates (including any investment vehicle sponsored, promoted or
managed by any such entity) in the Owner is less than 20%;

(ii) This Advisory Agreement shall terminate if the Advisor shall
notify the Owner that advisory services shall cease to be one of the major
business undertakings of Westfield Holdings Limited in the United States,
provided that this Advisory Agreement shall continue for a period of 180 days
after delivery of such notice to the Owner if the Owner shall be reasonably
satisfied with the Advisor's ability to continue providing the services required
hereunder during such period.

(c) CURABLE DEFAULTS. (i) Either the Owner or the Advisor may
terminate this Advisory Agreement by written notice to the other party in the
event that the other party shall default (the "Defaulting Party") in the
performance or observance of any material term, condition or covenant contained
in this Advisory Agreement or shall fail to perform or observe the same in
accordance with the required standard under this Advisory Agreement and such
default shall continue for a period of thirty (30) days after written notice
thereof shall have been received by the non-defaulting party (the "Non-

<PAGE>

Defaulting Party") specifying such default and requesting that the same be
remedied in such thirty-day period (a "Default Notice").

The Defaulting Party shall be deemed to have complied with a Default
Notice given under this Section 4.1 if the default is such that it cannot
reasonably be remedied within thirty (30) days, and the Defaulting Party shall,
in good faith, have commenced to remedy the default specified therein as soon as
is practicable after receiving such Default Notice, and, thereafter shall have
diligently prosecuted the cure to its completion.

(ii) A Non-Defaulting Party shall have the right to terminate this
Advisory Agreement based on a default by a Defaulting Party under this Section
4.1(c) only if such default is determined to constitute an Adjudicated Default
as provided below. If a Non-Defaulting Party believes that the other party has
defaulted in the performance of a material obligation under this Advisory
Agreement, and that such default remains uncured following the delivery of a
default notice and the expiration of the applicable cure period provided in this
Section 4.1(c), then such Non-Defaulting Party may deliver a written notice to
the other party setting forth its intention to terminate this Advisory Agreement
pursuant to this Section (a "Termination Notice"). If the Defaulting Party
desires to contest such termination, then the Defaulting Party shall so notify
the Non-Defaulting Party within ten (10) Business Days after receipt of the
Termination Notice, and a senior officer of each party shall meet promptly and
negotiate in good faith in order to resolve such dispute. If such senior
officers are unable to resolve the dispute within thirty (30) days after the
Defaulting Party's receipt of the Termination Notice, then the Defaulting Party
may institute an action in the appropriate judicial forum within thirty (30)
days thereafter to determine whether the Defaulting Party has defaulted in the
performance of a material obligation hereunder. An "Adjudicated Default" shall
be deemed to have occurred if:

(x) the parties' respective senior officers are unable to
resolve such dispute and the Defaulting Party does not institute a
judicial proceeding within thirty (30) days after its receipt of a
Termination Notice;

(y) a court renders a final decision finding that the Defaulting
Party has defaulted in the performance of a material obligation
hereunder, and the Defaulting Party does not deliver a notice of
appeal to the appropriate parties within the applicable appeal period;
or

(z) a court renders a final decision finding that the Defaulting
Party has defaulted in the performance of a material obligation
hereunder and an appeal is perfected by the Defaulting Party within
the applicable appeal period, and a second court renders a final
decision finding that the

<PAGE>

Defaulting Party has defaulted in the performance of a material
obligation hereunder.

(iii) Notwithstanding anything to the contrary contained herein, the
provisions of this subparagraph (c) relating to an Adjudicated Default shall not
apply to the termination events set forth in subparagraph (b) hereof.

V. ACTION UPON TERMINATION OR CANCELLATION

5.1 ACCOUNTING.

The Advisor shall immediately upon termination of this Advisory
Agreement:

(a) pay over to the Owner all moneys collected and held for the
account of the Owner pursuant to this Advisory Agreement, after deducting
any accrued compensation and reimbursement for its expenses to which it is
then entitled;

(b) deliver to the Owner a full accounting, including a statement
showing all payments collected by it and a statement of all moneys held by
it, covering the period following the date of the last accounting furnished
to the Owner;

(d) cooperate with the Owner and take all reasonable steps requested
to assist the Directors in making an orderly transition of the advisory
function.

VI. LIABILITY AND INDEMNIFICATION OF ADVISOR

6.1 LIMITATION ON LIABILITY.

The Advisor shall have no responsibility other than to render the
services and take the actions described herein in good faith and with the
exercise of due care and shall not be responsible for any action of the
Directors in following or declining to follow any advice or recommendation of
the Advisor. The Advisor, except by reason of its own gross negligence or
willful misconduct, shall not be liable for any action taken, omitted or
suffered to be taken by it in good faith and believed by it to be authorized or
within its

<PAGE>

discretion or rights or powers conferred upon it by this Advisory Agreement or
in reasonable reliance upon the written opinion of counsel of recognized
expertise.

6.2 INDEMNIFICATION.

(a) The Owner shall reimburse, indemnify and hold harmless the
Advisor and its directors, officers, shareholders, agents and employees, and
each other Person, if any, controlling the Advisor (an "Indemnified Party"), to
the full extent lawful, from and against any and all losses, claims, damages or
liabilities of any nature whatsoever with respect to or arising from any acts or
omissions of the Advisor in its capacity as such, except with respect to losses,
claims, damages or liabilities with respect to or arising out of the Advisor's
gross negligence or willful misconduct or fraud.

(b) Notwithstanding the indemnification provisions in Section 6.2(a)
above, indemnification will not be allowed for any liability imposed by
judgment, and costs associated therewith, including attorneys' fees, arising
from or out of a violation of state or federal securities laws associated with
the offer and sale of Owner shares. Indemnification will be allowed for
settlements and related expenses of lawsuits alleging securities law violations,
and for expenses incurred in successfully defending such lawsuits, provided that
a court either (i) approves the settlement and finds that indemnification of the
settlement and related costs should be made; or (ii) approves indemnification of
litigation costs if a successful defense is made. If indemnification is
unavailable as a result of this Section 6.2(b), the Owner shall contribute to
the aggregate losses, claims, damages or liabilities to which the Advisor or its
officers, directors, agents, employees or controlling Persons may be subject in
such amount as is appropriate to reflect the relative benefits received by each
of the Owner and the party seeking contribution on the one hand and the relative
faults of the Owner and the party seeking contribution on the other, as well as
any other relevant equitable considerations.

(c) Promptly after receipt by an Indemnified Party of notice of the
commencement of any action, such Indemnified Party shall, if a claim in respect
thereof is to be made against the Owner, notify the Owner in writing of the
commencement thereof; but the omission so to notify the Owner shall not relieve
it form any liability that it may have to any Indemnified Party pursuant to
Section 6.2(a) hereof, unless the failure to so notify would itself constitute
gross negligence or willful misconduct. In case any such action shall be
brought against an Indemnified Party and it shall notify the Owner of the
commencement thereof, the Owner shall be entitled to participate therein and, to
the extent that it shall wish, to assume the defense thereof, with counsel
satisfactory to such Indemnified Party and, after notice from the Owner to such
Indemnified Party of its election so to assume the defense thereof, the Owner
shall not be liable to such Indemnified Party under Section 6.2(a) hereof for
any legal expenses of other counsel or any of the expenses, in each case
subsequently incurred by such Indemnified Party, unless (i) the

<PAGE>

Owner and the Indemnified Party shall have mutually agreed to the retention of
such counsel or, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Owner and the Indemnified Party and
representation of both parties by the same counsel would be inappropriate in the
reasonable opinion of the Indemnified Party, due to actual or potential
differing interests between them.

(d) The obligations of the Owner under this Section 6.2 shall be in
addition to any liability which the Owner otherwise may have.

6.3 REPRESENTATIONS, WARRANTIES AND COVENANT OF OWNER.

(a) The Owner represents and warrants as of the date hereof that:

(i) the Owner has full authority to enter into this Advisory
Agreement and to be bound by it;

(ii) the execution and performance of this Advisory Agreement by the
Owner will not conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in
any violation of, any agreement or instrument to which the Owner is
subject; and

(iii) the terms of this Advisory Agreement are in conformity with the
applicable laws governing the Owner.

(b) The Owner shall promptly advise the Advisor in writing of any
agreements or changes in any agreements, instruments, governing law, regulations
or interpretations thereof affecting the investments of the Owner or the duties,
responsibilities, liabilities or obligations of the Advisor.

VII. MISCELLANEOUS PROVISIONS

7.1 ENTIRE AGREEMENT.

This Advisory Agreement constitutes the entire agreement between the
parties with respect to the subject matter thereof. Any modification or
amendment of this Advisory Agreement shall be in writing executed by each of the
parties.

7.2 BINDING; ASSIGNMENT.

This Advisory Agreement shall be binding on the parties hereto. No
assignment by the Advisor shall be effective for any purpose without the written
consent

<PAGE>

and approval of the Owner, PROVIDED, however, that notwithstanding the
foregoing provisions of this Section 7.2, the Advisor shall have the right to
assign its rights and obligations under this Advisory Agreement without the
Owner's prior consent to any Affiliate of Westfield Holdings Limited as long as
the transferee Person or entity assumes the obligations and liabilities of the
Advisor hereunder from and after the effective date of such transfer and is
capable of performing hereunder. The transfer of an interest in the Advisor or
any constituent partner of the Advisor shall not be deemed an assignment of this
Agreement so long as Westfield Holdings Limited continues to own, directly or
indirectly, at least 50% of the voting and economic interest in the Advisor.
Upon any such transfer, the Advisor shall be released from all liabilities
arising hereunder from and after the effective date of such transfer.

7.3 NO PARTNERSHIP OR JOINT VENTURE.

The Owner and the Advisor are not, and shall not be deemed to be,
partners or joint venturers with each other.

7.4 SEVERABILITY.

If any terms or provision of this Advisory Agreement or the
application thereof to any Person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Advisory Agreement, or the
application of that term or provision to Persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Advisory Agreement shall be valid
and be enforced to the fullest extent permitted by law.

7.5 POLICY AND FINANCIAL INFORMATION.

The Directors shall keep the Advisor informed in writing concerning
the investment and financing policies of the Owner and shall promptly notify the
Advisor of any intention to make any new investments, to sell or dispose of any
existing investments or to enter into any agreement or understanding with any
third party. The Owner shall furnish the Advisor a certified copy of all
financial statements, a signed copy of each report prepared by independent
public accountants, a certified copy of each amendment to the certificate of
incorporation of the Owner, the By-Laws of the Owner and such other information
with regard to the Owner's affairs as the Advisor from time to time reasonably
may request.

7.6 DOCUMENTS; NOTICES.

In order to be deemed effective, all documents to be delivered and all
notices, approvals, authorizations and/or consents to be given or obtained by
any party to

<PAGE>

this Advisory Agreement shall be in writing and shall be given by personal
delivery, or sent by express mail or nationally recognized overnight courier, or
by registered or certified mail, postage prepaid, return receipt requested, or
by facsimile (with confirmed receipt), addressed as follows:

To the Advisor: Westfield U.S. Advisory, L.P.
11601 Wilshire Blvd.
12th Floor
Los Angeles, CA 90025
Fax: (310) 444-9071
Attention: Executive Director

To the Owner: CenterMark Properties, Inc.
11601 Wilshire Blvd.
12th Floor
Los Angeles, CA 90025
Attention: President

The above addresses may be changed for future communications or delivery of
notice hereunder by giving notice of such change to the others listed above in
the manner prescribed by this Article. All notices shall be deemed effective
when received by all applicable parties at the addresses set forth above (as
such addresses may be changed by the parties in accordance herewith).
Notwithstanding the foregoing, no notice shall be deemed ineffective because of
any party's refusal to accept delivery at the address specified for the giving
of such notice in accordance herewith.

7.7 HEADINGS.

The section headings used herein have been inserted for convenience of
reference only and shall not be considered in interpreting this Advisory
Agreement.

7.8 GOVERNING LAW.

This Advisory Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
principles of conflict of laws thereof.

7.9 DIRECTOR ACTION.

Whenever action on the part of the Owner or the Directors is
contemplated in this Advisory Agreement, unless otherwise indicated herein,
action by a majority of

<PAGE>

the Directors, including a majority of the Independent Directors in any case
where specifically required hereunder, shall constitute the action provided for
herein.

7.10 OTHER ACTIVITIES.

Directors, officers, employees and agents of the Advisor or any of its
Affiliates may serve as Directors, officers, employees, agents, nominees or
signatories of the Owner. When executing documents or otherwise acting in such
capacities for the Owner, such Persons shall use their respective titles in the
Owner. Such Persons shall receive from the Owner no compensation for their
services to the Owner in any such capacities.

7.11 AUTHORITY TO ACT.

The Owner shall furnish to the Advisor from time to time, upon request
of the Advisor, certified copies of appointments or designations setting forth
the names, titles and authorities of the individuals who are authorized to act
on behalf of the Owner with respect to the Owner investments, together with
specimen signatures of those individuals who are authorized to act for the
Advisor with respect to this Advisory Agreement. The Advisor shall furnish to
the Owner from time to time, upon request of the Owner, certificates setting
forth the names, titles and authorities of the Persons authorized to act on its
behalf and provide specimen signatures of those individuals who are authorized
to act on its behalf with respect to this Advisory Agreement.

7.12 COUNTERPARTS.

This Advisory Agreement may be executed in two counterparts and by
each of the parties hereto on separate counterparts; all such counterparts shall
together constitute but one and the same instrument.

<PAGE>

IN WITNESS WHEREOF, the Owner and the Advisor have executed this
Advisory Agreement as of the day and year first above written.

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
-------------------------------
Name: Richard Green
Title: President

WESTFIELD U.S. ADVISORY, L.P.

By: Westfield Services, Inc.,
its sole general partner

By: /s/ Peter Lowy
-------------------------------
Name: Peter Lowy
Title: Vice President

<PAGE>

SCHEDULE I

LIST OF MANAGEMENT AGREEMENTS

<PAGE>

EXHIBIT 10.11

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

MASTER DEVELOPMENT FRAMEWORK AGREEMENT

between

CENTERMARK PROPERTIES, INC.

and

WESTFIELD CORPORATION, INC.

Dated as of July 1, 1996

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

<PAGE>

DEVELOPMENT FRAMEWORK AGREEMENT

TABLE OF CONTENTS

Page
----

1. DEFINITIONS AND INTERPRETATIONS...........................................2
1.1 Definitions..........................................................2
1.2 Interpretation.......................................................5

2. REDEVELOPMENT.............................................................6
2.1 Development Works....................................................6
2.2 General Proposals....................................................6
2.3 Preliminary Investigations...........................................7
2.4 Title to Product.....................................................7
2.5 Preliminary Reports..................................................8
2.6 Final Feasibility Study..............................................8
2.7 Additional Information...............................................9
2.8 Cost Estimates.......................................................9
2.9 Verification By Owner's Representative...............................9
2.10 Selection of Owner's Representative. ............................10
2.11 Owner's Representative's Costs......................................10
2.12 Owner's Review of Final Feasibility Study...........................10
2.13 Westfield Fees......................................................11
2.14 Limitation of Liability.............................................12
2.15 Confidential Information............................................12

3. COMMITMENT TO DEVELOPMENT WORKS..........................................12
3.1 Execution of Development Agreement and Leasing Agreement............12
3.2 Exclusivity.........................................................13

4. COSTS AND FEES PRIOR TO CONSTRUCTION PHASE...............................13
4.1 Payments to Westfield...............................................13

5. ASSUMPTION...............................................................15

6. TERMINATION BY OWNER.....................................................15
6.1 Term................................................................15
6.2 Noncurable Terminating Events.......................................15
6.3 Curable Defaults....................................................15
6.4 Other Termination Rights of Owner...................................17

<PAGE>

Page
----

6.5 Rights and Obligations After Owner's Termination
For Westfield Default..............................................17
6.6 Rights and Obligations After Owner's Termination of
the Development Agreement for a Shopping Center....................18

7. TERMINATION BY WESTFIELD.................................................18
7.1 Owner's Default....................................................18
7.2 Other Termination Events...........................................19
7.3 Rights and Obligations After Westfield's Termination...............19

8. TERMINATION FOR REASONS OTHER THAN DEFAULT...............................20
8.1 Other Termination Procedures.......................................20
8.2 Delivery of Documents..............................................21
8.3 Additional Information.............................................21
8.4 Payment............................................................21

9. PERFORMANCE OF OBLIGATIONS AND CONTRACTING...............................21
9.1 Transfer by Westfield to Westfield Group Members...................21
9.2 Contractors........................................................21

10. NOTICES..................................................................22

11. REPRESENTATIONS AND WARRANTIES...........................................22
11.1 Westfield Representations..........................................22
11.2 Owner Representations..............................................23

12. GENERAL PROVISIONS.......................................................24
12.1 Governing Law and Jurisdiction.....................................24
12.2 Pronouns...........................................................24
12.3 References to this Agreement.......................................24
12.4 Headings...........................................................24
12.5 Binding Effect.....................................................24
12.6 Counterparts.......................................................25
12.7 Amendments.........................................................25
12.8 Severability.......................................................25
12.9 Waiver.............................................................25
12.10 No Third Party Beneficiary.........................................25
12.11 Indemnities........................................................25
12.12 Attorneys' Fees....................................................26
12.13 Exhibits...........................................................27

<PAGE>

Page
----

12.14 Cumulative Rights..................................................27

Schedule I - List of Wholly-Owned Shopping Centers
Schedule II - List of Joint Ventures and Joint Venture Shopping Centers

Exhibit A - Form of Development Agreement
Exhibit B - Form of Lease Agreement

iii

<PAGE>

MASTER DEVELOPMENT FRAMEWORK AGREEMENT

THIS MASTER DEVELOPMENT FRAMEWORK AGREEMENT ("Agreement"), is made and
entered into as of the 1st day of July, 1996 by and between CENTERMARK
PROPERTIES, INC., a Missouri corporation ("Owner"), and WESTFIELD CORPORATION,
INC., a Delaware corporation ("Westfield").

W I T N E S S E T H:

WHEREAS, Owner is the owner, whether directly or indirectly through
its wholly-owned subsidiaries, of the regional shopping centers listed on
SCHEDULE I attached hereto (such shopping centers, together with any new
shopping centers acquired by Owner or any wholly-owned subsidiary of Owner after
the date hereof, are hereinafter sometimes individually referred to as a
"Wholly-owned Shopping Center" and collectively referred to as the "Wholly-owned
Shopping Centers"); and

WHEREAS, Owner, whether directly or through its wholly owned
subsidiaries, is the managing general partner of the partnerships or joint
ventures listed on SCHEDULE II attached hereto (such joint ventures, together
with any new partnerships or joint ventures in which Owner or its wholly-owned
subsidiaries is or becomes the managing general partner, are hereinafter
referred to as the "Joint Ventures"), which Joint Ventures own the regional
shopping centers or other property set forth opposite their respective names on
SCHEDULE II attached hereto (such shopping centers or other property are
hereinafter individually referred to as a "Joint Venture Shopping Center" and
collectively referred to as the "Joint Venture Shopping Centers"; the
Wholly-owned Shopping Centers and the Joint Venture Shopping Centers are
hereinafter collectively referred to as the "Shopping Centers"); and

WHEREAS, Owner and Westfield desire to enter into this Agreement to
provide that in the event that (a) Owner decides to expand, redevelop or
refurbish any Wholly-owned Shopping Center, or perform any pre-development work
relating to a potential expansion, redevelopment or refurbishment of a
Wholly-owned Shopping Center, Westfield will be appointed as developer to carry
out the Development Works (as defined below) and for that purpose Owner or any
wholly-owned subsidiary of Owner and Westfield will enter into such agreements
as may be appropriate, in accordance with the provisions of this Agreement, and
(b) any Joint Venture decides to expand, redevelop or refurbish any Joint
Venture Shopping Center or to perform any pre-development work relating to a
potential expansion, redevelopment or refurbishment of a Joint Venture Shopping
Center, Owner will use its reasonable efforts to cause Westfield to be appointed
as developer to carry

<PAGE>

out the Development Works and, upon obtaining any approval required of its joint
venture partner, the Joint Venture and Westfield will enter into such agreements
as may be appropriate, in accordance with the provisions of this Agreement.

1. DEFINITIONS AND INTERPRETATIONS.

1.1 DEFINITIONS. As used in this Agreement the following words or
expressions shall have the meaning respectively assigned to them.

"ADVISOR" means Westfield U.S. Advisory, L.P., a Delaware limited
partnership, and its permitted successors and assigns under the Advisory
Agreement.

"ADVISORY AGREEMENT" means that certain Advisory Agreement, dated as
of the date hereof, between Owner and Advisor, as the same may be amended from
time to time.

"AFFILIATE" means, with respect to any Person (the "Subject Person"),
any other Person controlling, controlled by or under common control with the
Subject Person. The term "control" as used in this definition of "Affiliate"
means, with respect to any Person, the right to the exercise, directly or
indirectly, of 50% or more of the voting rights attributable to such Person.

"APPROVED BUDGET" means the budget for any Development Works or any
Services, as the context requires, and any subsequent revisions of those
budgets, approved by Owner (or any Affiliate of Owner which is the owner of a
Wholly-owned Shopping Center or the managing general partner of a Joint
Venture), or any Owner's Representative, hereunder from time to time.

"BANKRUPTCY" with respect to any Person means the occurrence of any of
the following events:

(a) if such Person shall file a voluntary petition in bankruptcy or
shall be adjudicated a bankrupt or insolvent, or shall file any petition or
answer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under the present or
any future Federal bankruptcy act or any other present or future applicable
Federal, state or other statute or law relating to bankruptcy, insolvency,
or other relief for debtors, or shall seek or consent to the

<PAGE>

appointment of any trustee, receiver, conservator or liquidator of such
Person of all, or substantially all of, its property; or

(b) if a court of competent jurisdiction shall enter an order,
judgment or decree approving a petition filed against such Person seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future Federal
bankruptcy act, or any other present or future Federal, state or other
statute or law relating to bankruptcy, insolvency, or other relief for
debtors, and such order, judgment or decree shall remain unvacated and
unstayed for a period of ninety (90) days from the date of entry thereof,
or any trustee, receiver, conservator or liquidator of such Person or of
all or substantially all of its property shall be appointed without the
consent of such Person and such appointment shall remain unvacated and
unstayed for a period of ninety (90) days, or if such Person shall file an
answer admitting the material allegations of a petition filed against it in
any bankruptcy, reorganization or insolvency proceeding; or

(d) if such Person shall make a general assignment for the benefit of
creditors or take any other similar action for the protection or benefit of
creditors; or

(e) if any assets of such Person are attached, seized or subjected to
a garnishment or other action by a creditor of such Person seeking to
realize upon a judgment against such Person, and such attachment, seizure,
garnishment or other action is not vacated, stayed or otherwise resolved
within ninety (90) days thereafter.

"BUSINESS DAY" means a day which is not a Saturday, Sunday or legally
recognized public holiday in the United States.

"COST ESTIMATES" means fully detailed estimates of all costs to be
incurred by Owner in connection with the provision of Services by Westfield
hereunder.

"DEVELOPMENT AGREEMENT" means a Design, Development and Construction
Agreement substantially in the form of EXHIBIT A attached hereto, with such
modifications as may be agreed by Owner and Westfield, to be entered into by
Owner or a wholly-owned subsidiary of Owner or by a Joint Venture, as owner of
the applicable Shopping Center, and Westfield, as developer, and "DEVELOPMENT
AGREEMENTS" means all of the Design, Development and Construction Agreements
entered into in accordance with the terms hereof. If any Development Agreement
is executed by a wholly-owned subsidiary of Owner,

<PAGE>

the obligations of such wholly-owned subsidiary shall be guaranteed by Owner
pursuant to a Guaranty Agreement reasonably satisfactory in form and substance
to Westfield.

"DEVELOPMENT WORKS" means works of any description related to any
particular redevelopment, expansion or refurbishment of any applicable Shopping
Center, including all necessary development, design, architectural, engineering,
consulting and construction services that are subject to the provisions of
ARTICLE 2. Development Works shall not be deemed to include normal maintenance
and repair of any Shopping Center.

"FINAL FEASIBILITY STUDY" means the report produced by Westfield when
the investigation of any proposed Development Works by Westfield pursuant to
SECTION 2.6 has been completed to the extent necessary to enable Owner or a
wholly-owned subsidiary of Owner or any Joint Venture to fully assess the
financial feasibility of, and the construction risks relating to, the proposed
Development Works.

"LEASING AGREEMENT" means a Leasing Agreement substantially in the
form of EXHIBIT B attached hereto to be entered into by Owner or a wholly-owned
subsidiary of Owner or by a Joint Venture, as owner of the applicable Shopping
Center, and Westfield relating to the leasing of any additional gross leasable
area created by any particular Development Works, and "LEASING AGREEMENTS" means
all of the Leasing Agreements entered into in accordance with the terms hereof.
If a Leasing Agreement is executed by a wholly-owned subsidiary of Owner, the
obligations of such wholly-owned subsidiary shall be guaranteed by Owner
pursuant to a Guaranty Agreement reasonably satisfactory in form and substance
to Westfield.

"MANAGER" means CenterMark Management Company, a Delaware partnership,
and its permitted successors and assigns under the Management Agreements.

"MANAGEMENT AGREEMENTS" means the Management Agreements entered into
between CenterMark Properties, Inc. or its Affiliate and Manager with respect to
the Shopping Centers, as the same may be amended from time to time.

"OCCUPANT" means any Person using or in possession of any portion of a
Shopping Center from time to time under a lease with Owner or a wholly-owned
subsidiary of Owner or a Joint Venture (or their predecessors in title to such
Shopping Center), including any Person using or in possession of a portion of
the Shopping Center on a temporary basis.

"OWNER" means CenterMark Properties, Inc., a Missouri corporation,
and any permitted successor or assign under the terms of this Agreement. To the
extent any Shopping Center is owned by a wholly-owned subsidiary of Owner or by
a Joint Venture,

<PAGE>

Owner shall be deemed authorized to act on behalf of such wholly-owned
subsidiary or Joint Venture in granting all approvals hereunder. For purposes
of granting any approvals or consents under this Agreement, Owner shall act
through any of its Board of Directors, an executive committee of the Board of
Directors or Owner's Representative.

"OWNER'S REPRESENTATIVE" means a representative of Owner appointed
pursuant to Section 2.9, PROVIDED that if Owner has not appointed a
representative pursuant to Section 2.9 all references to "Owner's
Representative" contained in this Agreement shall be deemed to refer to Owner or
any designated officer of Owner.

"PERSON" means an individual, partnership, joint venture, corporation,
trust, unincorporated association or other entity or association.

"PRIME RATE" means the rate of interest announced by Morgan Guaranty
Trust Company of New York, or its successors, from time to time in its New York
City as its "prime" rate, or if no such rate is announced, then the rate charged
to its best corporate customers for demand loans.

"PROJECT PRICE" with respect to any Development Works means the costs
incurred to develop, design and construct the Development Works as calculated in
accordance with the applicable Development Agreement.

"SERVICES" means any one or more of the services which Westfield is
obligated to provide under this Agreement including, without limitation,
preparation of preliminary budgets, plans, construction schedule and feasibility
studies, all design and architectural services (including the preparation of
drawings, plans and specifications, schematic designs and similar documents),
preparation and negotiation of applications or requests for consents or
approvals from regulatory authorities and other third parties (including any
required approvals of existing Occupants) and, if appropriate, the negotiation
of leases or term sheets with proposed Occupants for any leasable space created
by any Development Works.

"WESTFIELD GROUP" means Westfield, Westfield Corporation, Inc., WHL
and any Affiliates of WHL.

"WHL" means Westfield Holdings Limited, an Australian corporation
incorporated in the State of New South Wales.

1.2 INTERPRETATION. In this Agreement, unless a contrary intention is
expressly provided:

<PAGE>

1.2.1 A reference to this Agreement or another instrument includes
any modification or replacement of them;

1.2.2 A reference to a statute, ordinance, code or other law
includes regulations under it and consolidations, amendments, re-enactments
or replacements of any of them;

1.2.3 The singular includes the plural and vice versa;

1.2.4 Where under any provision of this Agreement except ARTICLES
6 and 7 and SECTION 8.4 any notice is to be given or any other act, matter
or thing is to be done in the stated period of days only Business Days
shall be counted, and where anything is to be done on a day which is a
non-Business Day then that thing will be deemed to be required to be done
on the next succeeding Business Day; and

1.2.5 The word "including" where used in this Agreement shall be
deemed to be followed by the words "without limitation" if not already
followed by those words.

2. REDEVELOPMENT.

2.1 DEVELOPMENT WORKS. Owner acknowledges that it is desirable to
undertake development opportunities for the Shopping Centers in order to
maximize investment returns and to maintain the standard and quality of each
Shopping Center, and accordingly it may be appropriate to consider the
advisability of constructing Development Works.

2.2 GENERAL PROPOSALS. From time to time during the term of this
Agreement, Westfield may make proposals and recommendations to Owner regarding
development opportunities and possible Development Works at the Shopping
Centers, including, without limitation, through proposals included in any annual
plan for the applicable Shopping Center submitted to Owner by Westfield or any
of its Affiliates for the operation and management of the applicable Shopping
Center. In addition, Owner may from time to time request Westfield to evaluate
development opportunities at one or more of the Shopping Centers. Owner shall
not be obligated to reimburse Westfield for any costs in connection with the
preparation of any such development proposal unless Owner or Owner's
Representative has approved an Approved Budget under SECTION 2.3 for the
Services in connection with any such development proposal (and then only to the
extent provided in the Approved Budget).

<PAGE>

2.3 PRELIMINARY INVESTIGATIONS.

2.3.1 At the time Westfield shall propose any Development Works
for a Shopping Center, or promptly after its receipt of a request from
Owner to evaluate a development opportunity, Westfield shall submit a
development budget of the estimated costs to undertake such preliminary
investigations of the Development Works and the leasing of the Development
Works as Owner or Owner's Representative and Westfield determine are
appropriate (which development budget may be included as part of any annual
plan submitted to Owner by Westfield or any of its Affiliates for the
operation and management of the applicable Shopping Center and will reflect
both internal and third party costs to be paid by Owner). The budget to be
submitted by Westfield shall be reasonable in both form and content, shall
be reasonable under all of the circumstances and shall contain Cost
Estimates with respect to such preliminary investigations. It is
acknowledged that any Approved Budget for and the scope of the preliminary
investigations will be reviewed from time to time with a view to updating
their content to reflect such changes as are appropriate under the
circumstances. Any such review (including a change in the scope of the
preliminary investigations), whether initiated by Owner or Westfield, shall
be deemed to be a revised budget submitted by Westfield under this SECTION
2.3 and shall be subject to approval by Owner pursuant to this SECTION 2.3.

2.3.2 If Owner or Owner's Representative approves a budget or
revised budget submitted by Westfield under SECTION 2.3.1 and elects to
proceed with the preliminary investigations, Westfield shall proceed with
the work reasonably necessary to complete the preliminary investigation in
accordance with the Approved Budget and the scope of investigations agreed
between Westfield and Owner or Owner's Representative. It is acknowledged
that the scope of preliminary investigations may include, to the extent
appropriate, negotiations with authorities and prospective Occupants
(including prospective anchor tenants), design work, approval, supervision
and coordination of the design of anchor stores, demographic analyses and
similar services. Owner will use its best reasonable efforts to cause
Westfield to be appointed to provide any preliminary investigations in
connection with any Joint Venture Shopping Center.

2.4 TITLE TO PRODUCT. Upon payment by Owner or its wholly-owned
subsidiary or by a Joint Venture to Westfield for Services provided under this
Agreement, title to the Product (as defined below) of the Services in respect of
which the payment was made shall pass to Owner or such wholly-owned subsidiary
or Joint Venture. For the purposes of this SECTION 2.4, "Product" includes any
commercial information with respect to the applicable Shopping Center, including
information relating to financial feasibility, demographics,

<PAGE>

market trends and prospective Occupants, and design documentation, but does not
include any design concept inherent in any design work or documentation or any
Confidential Information as defined in SECTION 2.15.

2.5 PRELIMINARY REPORTS. During the period over which Westfield is
providing any Services to Owner relating to the preliminary investigations of
any proposed Development Works, Westfield shall provide to Owner regular
reports, in a form reasonably acceptable to Owner, containing updates as to the
progress of its investigations and such information as is reasonably requested
by Owner or Owner's Representative. Such reports shall be provided at such
appropriate intervals as Owner and Westfield may reasonably agree at the time
that the Approved Budget is established pursuant to SECTION 2.3 but shall in all
events include a quarterly progress report specifying the costs incurred during
the preceding quarter by Westfield and a reconciliation of the actual costs
incurred on the preliminary investigations through the date of such report and
the Approved Budget, PROVIDED. that, except as otherwise agreed by Owner or
Owner's Representative, such reports shall not be deemed to amend the Approved
Budget.

2.6 FINAL FEASIBILITY STUDY. At the conclusion of its preliminary
investigations of any proposed Development Works under SECTION 2.3.2, Westfield
shall produce and deliver to Owner a Final Feasibility Study, subject to the
limitations of the Approved Budget and the agreed scope of preliminary
investigations. The Final Feasibility Study shall contain such detailed
information as may be reasonably required to enable Owner to make a fully
informed decision as to whether to proceed with the applicable Development Works
including:

2.6.1 preliminary schematic plans and, to the extent available,
specifications;

2.6.2 a proposed construction schedule, including the date for
substantial completion of the Development Works;

2.6.3 Cost Estimates for the subject Development Works to the
extent not included in SECTION 2.6.7 below;

2.6.4 the consultants proposed to be used by Westfield for the
Development Works, to the extent known by Westfield at the time;

2.6.5 required contributions to and any other requirements of
governmental authorities, anticipated in order to obtain all consents,
permits and entitlements for the applicable Development Works;

<PAGE>

2.6.6 reports on any issues which may impact on the timing,
success or cost of the Development Works, including, if applicable, the
leasing of the Development Works, and the compliance of the Development
Works with any existing leases with anchor tenants or with applicable local
building laws;

2.6.7 a detailed budget for the Development Works, including all
fees payable to Westfield or a member of the Westfield Group in accordance
with the terms hereof or the Development Agreement or Leasing Agreement;
and

2.6.8 any reports prepared by consultants retained by Westfield.

2.7 ADDITIONAL INFORMATION. Westfield shall deliver each completed Final
Feasibility Study to Owner and Owner's Representative if so directed by Owner.
If so requested by Owner or Owner's Representative, at Owner's cost, Westfield
shall provide such other material, reports, information or assistance as may be
considered reasonably necessary by the person making the request including,
subject to the provisions of SECTION 2.15, upon reasonable advance notice to
Westfield, access to (a) all information, reports and reviews developed or
obtained by Westfield for the purposes of any Final Feasibility Study, (b) any
of Westfield's general managers and senior officers directly involved in the
performance of Services or the preparation of the Final Feasibility Study for
any aspect of the Development Works, and (c) such other persons and consultants
as such general managers may nominate for the purpose. Westfield shall nominate
such additional persons and consultants from time to time as may be appropriate
to provide to Owner the information which is required to be provided under this
Agreement. Subject to SECTION 2.15, Westfield shall disclose to Owner or any
Owner's Representative all information or documents relevant to the preparation
and the content of the Final Feasibility Study.

2.8 COST ESTIMATES. The Cost Estimates included in any Final Feasibility
Study shall include fully detailed costings for the applicable Development Works
and the leasing of the Development Works in a form and containing such
information as Owner or Owner's Representative may reasonably require. If so
requested by Owner's Representative, Westfield or a member of the Westfield
Group shall provide to Owner's Representative a full report of the assumptions
and calculations employed by Westfield in compiling the detailed costings or any
component part thereof.

2.9 VERIFICATION BY OWNER'S REPRESENTATIVE. Owner may at any time engage
an Owner's Representative to report on and verify any aspect of the Services for
any proposed Development Works, including the Final Feasibility Study, project
timing and verification of the accuracy of any Cost Estimates, and subject to
SECTION 2.15, Westfield shall provide such additional information as may be
requested by Owner's Representative to enable the appropriate reports and
verifications to be made.

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2.10 SELECTION OF OWNER'S REPRESENTATIVE. If Owner desires to engage an
Owner's Representative, Owner shall consult with Westfield in good faith as to
the selection of a independent third party to be engaged as Owner's
Representative under this Agreement and any Development Agreement with respect
to the Development Works and shall consider in good faith an independent third
parties recommended by Westfield to act as Owner's Representative. After
appropriate consultation, Owner will notify Westfield of Owner's preferred
representative and obtain Westfield's consent thereto. Any Owner's
Representative must be a member of a reputable firm of architects, engineers or
consultants with substantial experience in connection with the design and
development of major regional shopping centers and have at least ten (10) years'
experience in major design and construction projects with respect to regional
shopping centers. Westfield shall not unreasonably delay or withhold its
consent to the selection of and appointment of Owner's Representative. Unless,
within 10 days after Westfield's receipt of a written request for approval,
Westfield shall have delivered a notice to Owner rejecting the proposed Owner's
Representative and specifying the reasons for such rejection, Westfield will be
deemed to have accepted the Owner's Representative so proposed.

2.11 OWNER'S REPRESENTATIVE'S COSTS. The fees and costs (including
indirect and out of pocket costs) of any Owner's Representative employed by
Owner to undertake a review or assessment of, or verify any matter contained in,
a Final Feasibility Study or any other report, proposal or Service issued,
delivered or provided by Westfield pursuant to this Agreement shall be borne by
Owner.

2.12 OWNER'S REVIEW OF FINAL FEASIBILITY STUDY. (a) Before a final
decision is made by Owner to undertake any Development Works in respect of the
applicable Shopping Center, Owner shall first have the opportunity to thoroughly
investigate and review the Final Feasibility Study in relation to such
Development Works and consider and approve the general nature and extent of the
Development Works, the schematic design of the Development Works and the
estimated cost of the Development Works based on such reports, plans and
specifications and Cost Estimates as Westfield shall provide, and for this
purpose Westfield shall submit to Owner, to the extent not contained in the
Final Feasibility Study, such reports, plans and specifications, construction
schedules and Cost Estimates and such other material, reports on information as
Owner or Owner's Representative may reasonably require with respect to the
Development Works. At the request of Owner, Westfield shall update the Final
Feasibility Study to reflect any additional reports on information reasonably
required by Owner and to take into account any comments of Owner on the
conclusions of Westfield set forth in the Final Feasibility Study.

(b) Owner and Westfield acknowledge that the Development Agreement
provides for Westfield to perform construction services on a "fixed price" basis
and for Westfield to substantially complete the project in accordance with an
approved construction

<PAGE>

schedule. As part of its approval of any Final Feasibility Study, Owner shall
engage an Owner's Representative for the purposes of reviewing and advising
Owner with respect to the fixed price to be paid by Owner or its wholly-owned
subsidiary or a Joint Venture and as to the timing set forth in the construction
schedule. If Owner's Representative shall not approve the fixed price or
construction schedule proposed by Westfield in its Final Feasibility Study,
Owner's Representative shall notify Westfield of the differences (and provide to
Westfield reasonable detail of the reasons for such differences) between
Westfield's proposal and what it believes is reasonable under the circumstances
and conditions outlined in the Final Feasibility Study. Thereafter, Westfield
shall appoint an independent representative ("Westfield's Representative"),
which Westfield's Representative shall be a member of a reputable firm of
architects, engineers or consultants with at least 10 years experience in
connection with the design and development of major regional shopping centers,
to negotiate with Owner's Representative to resolve any dispute as to the cost
and timing of the Development Works. If Owner's Representative and Westfield's
Representative shall not have reached agreement within 60 days, Owner's
Representative and Westfield's Representative shall appoint an independent third
party (the "Independent Expert"), which Independent Expert shall be a member of
a reputable firm of architects, engineers or consultants with at least 10 years
experience in connection with the design and development of major regional
shopping centers, to determine the appropriate price and construction schedule.
Westfield shall thereafter have the option to either accept the Independent
Expert's proposal as to the fixed price and the construction schedule or to
agree to perform the Development Works on a "cost plus" basis. Under the
cost-plus arrangement, (i) Westfield shall perform the construction services
required for the Development Works at a cost equal to the actual cost of
performing such services plus a construction fee equal to a percentage of such
costs to be negotiated between Westfield and Owner (it being acknowledged that
Westfield shall remain entitled to the other fees set forth herein or in the
Development Agreement in connection with the Development Works) and (ii) the
construction schedule shall be as reasonably designated by Owner, PROVIDED that
Westfield shall not be liable for any damages to Owner due to a failure to
complete the Development Works in accordance with such construction schedule.
Subject to the exclusivity provisions set forth in Section 3.2(a), Owner shall
always have the right to choose not to proceed with any proposed Development
Works for any reason in its sole discretion, including, without limitation, if
Owner shall be dissatisfied with the Independent Expert's proposal as to the
fixed price, or if Owner does not wish to proceed with the Development Works
following Westfield's election to proceed with the Development Works on a
cost-plus basis.

2.13 WESTFIELD FEES. It is acknowledged and agreed that in the event
Westfield shall enter into a Development Agreement with respect to any
Development Works detailed in any Final Feasibility Study, the amounts payable
to Westfield under this Agreement shall be included in the pro-forma budget for
the Development Works and Westfield shall be entitled to the applicable fees set
forth in the Development Agreement with respect to the

<PAGE>

work performed under this Agreement. Such fees shall be paid at the time
specified in Section 19.5 of the Development Agreement.

2.14 LIMITATION OF LIABILITY. Owner acknowledges that it will perform its
own verification of all financial projections regarding the operation of any
Shopping Center expansion or redevelopment made by Westfield, and in no event
shall Westfield be liable to Owner or any wholly-owned subsidiary of Owner or
any Joint Venture for any discrepancy between such financial projections and
actual operating results.

2.15 CONFIDENTIAL INFORMATION. Notwithstanding any other provision of this
Agreement requiring Westfield, any member of the Westfield Group or any employee
or consultant employed or engaged by Westfield or any member of the Westfield
Group (the "Information Providers") to provide any information, document or
report of any nature ("Information") to Owner or to any of the Owner's
Representative, other agents or representatives, the Information which the
Information Providers must supply shall not include and Owner expressly
acknowledges that the Information Providers will not in any circumstance be
required to provide, any papers prepared for the purposes of, or any minutes or
proceedings of, the Board of Directors of any member of the Westfield Group, any
Information which relates to or includes commercially confidential information
concerning shopping centers other than the Shopping Centers managed by any
member of the Westfield Group, or any information which is prepared for the
purposes of or constitutes a report to any member of the Westfield Group's
Finance and Management Committee or other corporate management committee
performing similar functions (collectively, the "Confidential Information").

3. COMMITMENT TO DEVELOPMENT WORKS.

3.1 EXECUTION OF DEVELOPMENT AGREEMENT AND LEASING AGREEMENT. (a) If
Owner has made a decision to proceed with the Development Works detailed in any
Final Feasibility Study (Westfield to be notified in writing of such decision),
then Owner will appoint or cause its wholly-owned subsidiary to appoint, and
Owner will use its best reasonable efforts to cause the applicable Joint
Venture to appoint, Westfield or, at Westfield's request, another member of the
Westfield Group nominated in writing by Westfield to Owner, to undertake the
Development Works and the initial leasing of the Development Works on the terms
set forth in the Development Agreement and the Leasing Agreement, and for this
purpose Owner or its wholly-owned subsidiary or the applicable Joint Venture
shall enter into and execute a contract with Westfield and/or the nominated
member of the Westfield Group for (a) the design, development and construction
of the Development Works substantially in the form of the Development Agreement,
and (b) the initial leasing of the Development Works substantially in the form
of the Leasing Agreement, in each case as the same may be modified by agreement
between Owner and

<PAGE>

Westfield from time to time. Owner and Westfield will negotiate in good faith
to adapt all aspects of the Development Agreement and the Leasing Agreement to
the contemplated Development Works other than the portions of the Development
Agreement and the Leasing Agreement with respect to fees payable to Westfield.

(b) At the request of Westfield, Owner shall consider in good faith any
request by Westfield to modify the terms of the Development Agreement so as to
provide that construction services will be performed on a "cost plus" basis as
opposed to the "fixed price" basis currently provided in the form of the
Development Agreement attached hereto. Such cost-plus arrangement shall be on
the terms identified in Section 2.12(b).

3.2 EXCLUSIVITY. (a) Owner shall not, and shall not permit its
wholly-owned subsidiaries to, and shall use its best reasonable efforts to cause
any Joint Venture not to, during the term of this Agreement, without the consent
in writing of Westfield (which may be given or withheld in Westfield's sole and
absolute discretion) engage any person other than Westfield or a member of the
Westfield Group to provide Services or to undertake any Development Works or the
leasing of any Development Works in respect of any of the Shopping Centers.
Nothing in this section shall limit or modify the rights with respect to
termination afforded to Owner under this Agreement or any Development Agreement
or Leasing Agreement.

(b) During the term of this Agreement, Westfield agrees not to act as
the property developer for any third party which owns a regional shopping center
which directly competes (or, upon redevelopment by Westfield, would directly
compete) with any of the Shopping Centers and which is within the primary market
area of the applicable Shopping Center (a "Competing Mall"), PROVIDED that the
foregoing restriction shall not be deemed to be violated if Westfield shall
acquire, either directly or indirectly, all or substantially all of the assets
of, or an interest in, an entity which is engaged in the property development
business and which is providing development services to, among other properties,
a regional shopping center which is a Competing Mall

4. COSTS AND FEES PRIOR TO CONSTRUCTION PHASE.

4.1 PAYMENTS TO WESTFIELD. Subject to the provisions of this ARTICLE 4:

4.1.1 in consideration for undertaking all work in connection with
the preparation of reports, studies, plans and specifications, construction
schedules, budgets and Cost Estimates including all necessary development,
design, architectural, consulting and engineering construction services
(including approval, supervision and coordination of the design of any
anchor stores) undertaken by Westfield prior to the execution of any
Development Agreement, Westfield shall be

<PAGE>

entitled to payment for all costs (which costs shall, for purposes of
employees of Westfield or any member of the Westfield Group providing
Services hereunder, be calculated at a rate of 2 times the hourly costs of
such employees, calculated based on salary plus benefits and assuming a 40
hour work week, to the extent such employee is working specifically on any
project hereunder pursuant to an Approved Budget ) incurred by it or by any
third party under Westfield's supervision, PROVIDED that notwithstanding
the foregoing, Westfield shall not be entitled to be reimbursed for any
such costs incurred by it except to the extent set forth in an Approved
Budget for the Development Works to which such costs relate. Westfield
shall submit to Owner on a monthly basis its invoices for costs of
providing the Services hereunder. Subject to Owner's verification that
such costs were incurred in accordance with the terms hereof (which
verification may be performed by a Owner's Representative), Owner shall pay
or cause its wholly-owned subsidiaries or any applicable Joint Venture to
pay the amount of such invoice within 15 Business Days after its receipt
thereof. In the event that Owner elects to proceed with any proposed
Development Works, Westfield shall be paid the fees set forth in the
Development Agreement with respect to all the foregoing costs as more fully
provided in the Development Agreement.

4.1.2 at any time prior to the execution of a Development
Agreement, Owner may elect to discontinue or delay any Service being
provided by Westfield hereunder. If Owner decides to halt any Services
being provided pursuant to SECTION 2.3 prior to the completion of the
relevant Services, or to halt the preparation of a Final Feasibility Study,
or not to proceed with any Development Works following the delivery to
Owner of the Final Feasibility Study for any Development Works, then in any
such case Owner shall notify Westfield of that decision, and Westfield
shall halt all work on the applicable preliminary investigation, Final
Feasibility Study or Development Works, as the case may be. In the event
that Owner elects to discontinue any Service under this Section, Westfield
shall be entitled to payment for the Services provided by Westfield or any
third party under Westfield's supervision in accordance with the terms
hereof, including, without limitation, in accordance with an Approved
Budget with respect to the applicable preliminary investigation, Final
Feasibility Study or Development Works, up to and including the date of the
notice. Promptly after its receipt of any notice from Owner under this
SECTION 4.1.2, Westfield shall deliver to Owner an invoice and supporting
documents for the Services performed by Westfield or any third party under
Westfield's supervision, up to and including the date of the Notice.

<PAGE>

5. ASSUMPTION.

In the event that Owner or any wholly-owned subsidiary of Owner or any
Joint Venture sells or transfers any Shopping Center (the "Sale Interest"), then
provided that at the time of completion of such sale the appointment of
Westfield hereunder is not terminated with respect to such Shopping Center
pursuant to Section 6.4.1 of this Agreement, Owner shall cause the transferee of
the Sale Interest to execute an agreement with Westfield whereby the transferee
assumes and becomes bound by the obligations of Owner, and becomes entitled to
the rights of Owner under this Agreement, with respect to such Shopping Center.

6. TERMINATION BY OWNER.

6.1 TERM. The term of this Agreement shall commence as of the date
hereof and shall continue until terminated pursuant to this Article.

6.2 NONCURABLE TERMINATING EVENTS. Owner may terminate this Agreement on
15 days prior written notice to Westfield upon (a) the occurrence of the
Bankruptcy of Westfield, or (b) an act of fraud, embezzlement or theft
constituting a felony against Owner or its Affiliates which causes it material
injury is perpetrated by Westfield or by Manager or by Advisor in its corporate
capacity (as distinguished from the acts of any employees of such entities which
are taken without the approval or complicity of the Board of Directors of
Westfield's general partner) under this Agreement, any Management Agreement, any
Leasing Agreement, the Advisory Agreement or any Development Agreement.

6.3 CURABLE DEFAULTS. Owner may terminate this Agreement by written
notice to Westfield in the event that Westfield shall default in the performance
or observance of any material term, condition or covenant contained in this
Agreement, and such default shall continue for a period of thirty (30) days
after written notice thereof shall have been given to Westfield by Owner
specifying such default and requesting that the same be remedied in such
thirty-day period (a "WESTFIELD DEFAULT NOTICE").

Westfield shall be deemed to have complied with a Westfield Default
Notice given under this SECTION 6.3 if Westfield shall, in good faith, have
commenced to remedy the default specified therein as soon as is practicable
after receiving such Westfield Default Notice and, if the default is such that
it is curable within a reasonable time, but cannot be reasonably remedied within
the specified time, Westfield thereafter shall have diligently prosecuted the
cure to its completion.

<PAGE>

Owner shall have the right to terminate this Agreement based on a
default by Westfield under this Section 6.3 only if such default is determined
to constitute a Westfield Adjudicated Default as provided below. If Owner
believes that Westfield has defaulted in the performance of a material
obligation under this Agreement, and that such default remains uncured following
the delivery of a Westfield Default Notice and the expiration of the applicable
cure period provided in this Section 6.3, then Owner may deliver a written
notice to Westfield setting forth its intention to terminate this Agreement
pursuant to this Section (an "OWNER TERMINATION NOTICE"). If Westfield desires
to contest such termination, then Westfield shall so notify Owner within ten
(10) Business Days after receipt of the Owner Termination Notice, and a senior
officer of each party shall meet promptly and negotiate in good faith in order
to resolve such dispute. If such senior officers are unable to resolve the
dispute within thirty (30) days after Westfield's receipt of the Owner
Termination Notice, then Westfield may institute an action in the appropriate
judicial forum within thirty (30) days thereafter to determine whether Westfield
has defaulted in the performance of a material obligation hereunder. A
"WESTFIELD ADJUDICATED DEFAULT" shall be deemed to have occurred if:

(1) the parties' respective senior officers are unable to
resolve such dispute and Westfield does not institute a judicial proceeding
within thirty (30) days after it's receipt of an Owner Termination Notice;

(2) a court renders a final decision finding that Westfield has
defaulted in the performance of a material obligation hereunder, and Westfield
does not deliver a notice of appeal to the appropriate parties within the
applicable appeal period; or

(3) a court renders a final decision finding that Westfield has
defaulted in the performance of a material obligation hereunder and an appeal is
perfected by Westfield within the applicable appeal period, and a second court
renders a final decision finding that Westfield has defaulted in the performance
of a material obligation hereunder.

Upon the giving of a default notice under this Section 6.3, Owner may
suspend any payment which thereafter may become due to Westfield, other than
amounts actually due and payable to third-party contractors performing work
under Westfield's supervision under any applicable contracts, and amounts
properly payable to Westfield at the time of the default with respect to
completed work, until such time as the default notified has been remedied. If
the engagement of Westfield hereunder to carry out any Services is terminated by
Owner, then subject to 6.5.3, Owner shall not be obligated to make any further
payments to Westfield.

<PAGE>

6.4 OTHER TERMINATION RIGHTS OF OWNER. In addition to the termination
rights of Owner under Sections 6.2 and 6.3 hereof, Owner shall have the
following termination rights:

6.4.1 upon thirty (30) days prior written notice to Westfield if
the aggregate direct and indirect interest of WHL and Westfield America
Trust or their respective affiliates (including any investment vehicle
sponsored, promoted or managed by any such entity) in Owner is less than
20%, PROVIDED that no termination shall be permitted under this Section
6.4.1 with respect to a Shopping Center for which Services are then being
performed by Westfield or for which a Development Agreement has been
executed.

6.4.2 Owner may terminate this Agreement as to any Shopping Center
upon thirty (30) days prior written notice to Westfield if Owner or Owner's
wholly-owned subsidiary or any Joint Venture sells or transfers its entire
interest in the applicable Shopping Center (other than to an Affiliate),
PROVIDED that no termination shall be permitted under this Section 6.4.2
with respect to a Shopping Center for which a Development Agreement has
been executed. No termination of this Agreement with respect to a specific
Shopping Center pursuant to this Section 6.4.2 shall affect the terms of
this Agreement with respect to the remaining Shopping Centers.

6.4.3 Owner may terminate this Agreement as to any Shopping Center
upon the foreclosure by any mortgagee upon such Shopping Center or the
taking of possession thereof by a deed-in-lieu of foreclosure or any other
transfer to a mortgagee, directly or indirectly, except as otherwise agreed
in writing by Westfield and such mortgagee. No termination of this
Agreement with respect to a specific Shopping Center pursuant to this
Section 6.4.3 shall affect the terms of this Agreement with respect to the
remaining Shopping Centers.

6.5 RIGHTS AND OBLIGATIONS AFTER OWNER'S TERMINATION FOR WESTFIELD
DEFAULT. In the event that Owner shall terminate the engagement of Westfield
pursuant to SECTION 6.2 or SECTION 6.3, the following shall be the respective
rights and duties of Owner and Westfield with respect to all sections of this
Agreement that relate to the execution of the Development Works:

6.5.1 Owner may employ and pay another person or persons to carry
out and complete the Services which are uncompleted as of the date of
termination ("Incomplete Services");

6.5.2 Westfield shall if so required by Owner assign to Owner
without any further payment or consideration the benefit of any agreement
between Westfield and

<PAGE>

any consultant or subcontractor for the provision of services or any works
for the purposes of this Agreement, and Owner shall pay for those services
under those agreements after said termination the price fixed by the
relevant agreement, insofar as it has not been already paid by Westfield;

6.5.3 Upon receipt of a written request from Owner, Westfield
shall promptly deliver to Owner all documentation relating to the Services.

6.5.4 Owner shall be released from the exclusivity provisions set
forth in SECTION 3.2.

6.6 RIGHTS AND OBLIGATIONS AFTER OWNER'S TERMINATION OF THE DEVELOPMENT
AGREEMENT FOR A SHOPPING CENTER. In the event that Owner shall terminate the
engagement of Westfield pursuant to the Development Agreement for any specific
Shopping Center due to a material default by Westfield thereunder, this
Agreement shall be deemed to be terminated as to such Shopping Center (and Owner
and Westfield shall have the rights and obligations set forth in Section 6.5 as
to such Shopping Center only), and Owner shall be released from the exclusivity
provisions set forth in Section 3.2(a) as to such Shopping Center (it being
acknowledged that this Agreement shall continue with respect to the other
Shopping Centers).

7. TERMINATION BY WESTFIELD.

7.1 OWNER'S DEFAULT. Without prejudice to any other rights and remedies
it may have, Westfield may suspend provision of any Services or terminate its
engagement in relation to any Services if Owner fails to pay the amount which is
properly due under any invoice issued by Westfield within five (5) days of its
becoming due for payment, and such failure shall continue for a period of not
less than (20) days after written notice thereof shall have been given to Owner
by Westfield (an "OWNER DEFAULT NOTICE"), which notice shall state Westfield's
intention to so suspend the Services or terminate its engagement hereunder,
PROVIDED that to the extent Owner is disputing the payments due Westfield with
respect to any specific Shopping Center, Westfield shall not suspend Services
for any other Shopping Center during such dispute. Any suspension of Services
shall not prevent Westfield from terminating its engagement in relation to all
Services under this Section during the time the Services are suspended.

Westfield shall have the right to terminate its engagement under this
Agreement as to any Shopping Center pursuant to this Section 7.1 based on
Owner's failure to pay any amount which is properly due under any invoice with
respect to such Shopping Center issued by Westfield only if such default is
determined to constitute an Owner Adjudicated Default as provided below. If
Westfield believes that Owner has failed to pay

<PAGE>

any amount which is properly due under any invoice with respect to any Shopping
Center issued by Westfield, and that such default remains uncured following the
delivery of an Owner Default Notice and the expiration of the applicable cure
period provided in this Section 7.1, then Westfield may deliver a written notice
to Owner setting forth its intention to terminate its engagement under this
Agreement as to such Shopping Center pursuant to this Section (a "WESTFIELD
TERMINATION NOTICE"). If Owner desires to contest such termination, then Owner
shall so notify Westfield within ten (10) Business Days after receipt of the
Westfield Termination Notice, and a senior officer of each party shall meet
promptly and negotiate in good faith in order to resolve such dispute. If such
senior officers are unable to resolve the dispute within thirty (30) days after
Owner's receipt of the Westfield Termination Notice, then Owner may institute an
action in the appropriate judicial forum within thirty (30) days thereafter to
determine whether Owner has failed to pay any amount which is properly due under
any invoice issued by Westfield. An "OWNER ADJUDICATED DEFAULT" shall be deemed
to have occurred if:

(1) the parties' respective senior officers are unable to
resolve such dispute and Owner does not institute a judicial proceeding within
thirty (30) days after it's receipt of a Westfield Termination Notice;

(2) a court renders a final decision finding that Owner has
failed to pay any amount which is properly due under any invoice issued by
Westfield, and Owner does not deliver a notice of appeal to the appropriate
parties within the applicable appeal period; or

(3) a court renders a final decision finding that Owner has
failed to pay any amount which is properly due under any invoice issued by
Westfield and an appeal is perfected by Owner within the applicable appeal
period, and a second court renders a final decision finding that Owner has
failed to pay any amount which is properly due under any invoice issued by
Westfield.

7.2 OTHER TERMINATION EVENTS. This Agreement shall terminate if
Westfield shall notify Owner that property development shall cease to be one of
WHL's principal business undertakings in the United States, PROVIDED that any
such termination shall not affect any existing Development Agreement which has
been executed pursuant to the terms hereof, and PROVIDED FURTHER that this
Agreement shall continue for a period of 180 days after delivery of such notice
to Owner if Owner shall be reasonably satisfied with Westfield's ability to
continue providing the Services during such period..

7.3 RIGHTS AND OBLIGATIONS AFTER WESTFIELD'S TERMINATION. Upon a
termination of Westfield's engagement under SECTION 7.1 or SECTION 7.2, Owner
shall pay to Westfield the following several sums in relation to the Services:

<PAGE>

7.3.1 the value of the Services provided under this Agreement in
accordance with any Approved Budget up to the date of termination;

7.3.2 the cost of materials or goods or services ordered pursuant
to the Approved Budget for the provision of the Services and paid for or
agreed to be paid for by Westfield, provided that where any materials or
goods are in the possession of Westfield they shall be delivered to Owner
with clear title (except for any applicable materialman's liens, provided
that such lien shall be removed contemporaneously with such payment) at the
time of payment by Owner, and where they are not in the possession of
Westfield any payment made in respect of such goods by Owner shall be
refunded by Westfield if they are not delivered to Owner with clear title
promptly after payment therefor; and

7.3.3 any loss or damage caused to Westfield by any termination
pursuant to SECTION 7.1.

8. TERMINATION FOR REASONS OTHER THAN DEFAULT.

8.1 OTHER TERMINATION PROCEDURES. If this Agreement is terminated
pursuant to SECTION 6.4 or for reasons other than those specified in SECTION
6.2, SECTION 6.3 or ARTICLE 7, then the following procedures shall apply to, as
applicable, each of the Shopping Centers which is the subject of such
termination:

8.1.1 Westfield shall if so required by Owner assign to it without
any further payment or consideration the benefit of any assignable
agreement between Westfield and any third party consultant for the supply
of services with respect to any applicable Development Works, PROVIDED that
upon any termination of this Agreement pursuant to Section 6.4 (other than
a termination pursuant to Section 6.4.1), Owner shall be required to assume
all such agreements or subcontracts; and

8.1.2 within thirty (30) days after the date of termination of
this Agreement, Westfield shall provide to Owner a statement of account in
form and content reasonably satisfactory to Owner which form shall include,
without limitation the following information:

(a) details of all expenditures made and costs incurred pursuant to
an Approved Budget current at the date of termination;

(b) the total amount paid to or at the direction of Westfield in
accordance with an Approved Budget as at the date of termination;

<PAGE>

(d) the balance due to Westfield.

8.1.3 Upon Owner's payment of any amounts due and owing in
accordance with Section 8.4, Owner shall be released from the exclusivity
provisions set forth in SECTION 3.2 with respect to the applicable Shopping
Centers.

8.2 DELIVERY OF DOCUMENTS. Upon receipt of any amount due to Westfield
under SECTION 8.4, Westfield shall provide to Owner all design documents,
consents and certificates from governmental authorities and any other documents
or records relevant to the Services or Development Works being undertaken by
Westfield under this Agreement with respect to the applicable Shopping Centers
(and not relating to a Development Agreement current at the date of termination)
in the possession of Westfield as at the date of termination.

8.3 ADDITIONAL INFORMATION. Within twenty (20) days after the receipt of
the final statement from Westfield under SECTION 8.1.2, Owner may request
Westfield to provide such additional information or documents as Owner may
reasonably require.

8.4 PAYMENT. Within fifteen (15) Business Days of the date on which Owner
receives all information or additional documents requested by it under SECTION
8.3, Owner shall pay to Westfield the amount set forth in paragraph (d) of
Section 8.1.2.

9. PERFORMANCE OF OBLIGATIONS AND CONTRACTING.

9.1 TRANSFER BY WESTFIELD TO WESTFIELD GROUP MEMBERS. Westfield may
assign all or any of its obligations under this Agreement to or otherwise
arrange for such obligations to be performed by any one or more members of the
Westfield Group or any Affiliate of a member of the Westfield Group. The
transfer of an interest in Westfield shall not be deemed an assignment of this
Agreement so long as WHL's continues to own, directly or indirectly, at least a
50% interest in Westfield.

9.2 CONTRACTORS. Westfield may sub-let or sub-contract any part of its
obligations and provide either directly or through its sub-contractors all labor
including architects, experts and other persons necessary for the execution and
completion of its obligations in accordance with the provisions of this
Agreement provided that no sub-letting or sub-contracting will relieve Westfield
of any of its obligations under this Agreement. Notwithstanding the foregoing
to the contrary, Westfield agrees not to subcontract its general construction
management duties under this Agreement, except to a member of the Westfield
Group or an Affiliate of a member of the Westfield Group.

<PAGE>

10. NOTICES.

In order to be deemed effective, all documents to be delivered and all
notices, approvals, authorizations and/or consents to be given or obtained by
any party to this Agreement shall be in writing and, where a notice is to be
given, shall be given by personal delivery, or sent by express mail or
nationally recognized overnight courier, or by registered or certified mail,
postage prepaid, return receipt requested, or by facsimile (with confirmed
receipt), addressed as set forth below.

If to Owner, then to:

CenterMark Properties, Inc.
11601 Wilshire Blvd.
12th Floor
Los Angeles, California 90025
Attention: President
Fax: 310-444-9071

If to Westfield:

Westfield Corporation, Inc.
11601 Wilshire Blvd.
12th Floor
Los Angeles, California 90025
Attention: Executive Director
Fax: 310-444-9071

11. REPRESENTATIONS AND WARRANTIES.

11.1 WESTFIELD REPRESENTATIONS. Westfield represents and warrants as at
the date of this Agreement that:

<PAGE>

11.1.1 it is a limited partnership duly organized, incorporated and
in good standing under all applicable legal requirements and has all
requisite power and authority to enter into and observe its obligations
under this Agreement;

11.1.2 it has a net worth (inclusive of all amounts committed to be
contributed to Westfield by its partners) of at least $25 million, and
Westfield covenants that during the term of this Agreement it will not,
through its voluntary acts, reduce such net worth (or amounts committed to
be contributed to Westfield by its partners) to less than $25 million;

11.1.3 it has in full force and effect all authorizations necessary
to enter into this Agreement and to perform its obligations under this
Agreement and allow them to be enforced;

11.1.4 it, together with its Affiliates, has the skill and
experience necessary to perform its obligations in accordance with the
terms of this Agreement;

11.1.5 its warranties and obligations contained in this Agreement
as at the date of this Agreement are valid and binding on it; and

11.1.6 it is not, in relation to the performance of its obligations
under this Agreement, in default under any legal requirement (whether or
not at law or in equity) or other obligation (including any contractual or
fiduciary obligation).

11.2 OWNER REPRESENTATIONS. Owner represents and warrants as at the date
of this Agreement that:

11.2.1 it is a Missouri corporation, duly organized, incorporated
and in good standing under all applicable legal requirements and has all
requisite power and authority to enter into and observe its obligations
under this Agreement;

11.2.2 it has and will continue to have or have available to it
during the term of this Agreement, the financial capacity necessary to
comply with its obligations under this Agreement;

11.2.3 it has in full force and effect all authorizations necessary
to enter into this Agreement and to perform its obligations under this
Agreement and allow them to be enforced;

11.2.4 its warranties and obligations contained in this Agreement
as at the date of this Agreement are valid and binding on it; and

<PAGE>

11.2.5 it is not, in relation to the performance of its obligations
under this Agreement, in default under any legal requirement (whether or
not at law or in equity) or other obligation (including any contractual or
fiduciary obligation).

12. GENERAL PROVISIONS.

12.1 GOVERNING LAW AND JURISDICTION.

12.1.1 This Agreement is made in and shall be governed by and
construed in accordance with the laws of the State of New York.

12.1.2 Westfield and Owner irrevocably and unconditionally submit
to the non-exclusive jurisdiction of the courts of New York. Owner and
Westfield waive any right they may have to object to an action being
brought in those courts including, without limitation, by claiming that the
action has been brought in an inconvenient forum or that those courts do
not have jurisdiction.

12.1.3 Without preventing any other mode of service, any document
in an action (including, without limitation, any writ of summons or other
originating process or any third or other party notice) may be served on
any party by being delivered to or left for that party at its address for
service of notices and in the manner prescribed therefor under ARTICLE 10.

12.2 PRONOUNS. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

12.3 REFERENCES TO THIS AGREEMENT. All references herein to numbered or
lettered Articles, Sections, Subsections and Paragraphs refer to the respective
Articles, Sections, Subsections and Paragraphs of this Agreement unless
otherwise expressly stated.

12.4 HEADINGS. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

12.5 BINDING EFFECT. Except as herein otherwise expressly stipulated to
the contrary, this Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective heirs, legal representatives,
successors and permitted assigns.

<PAGE>

12.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement.

12.7 AMENDMENTS. This Agreement may not be amended, altered or
modified except by a written instrument signed by each of the parties to this
Agreement.

12.8 SEVERABILITY. Every provision of this Agreement is hereby
declared to be independent of, and separable from, every other provision of this
Agreement. To the extent any such provision shall be held to be invalid or
unenforceable, such provision shall be deemed not to exist in this Agreement and
any such holding shall be without effect upon the validity or enforceability of
any other provision of this Agreement. It is the intention of the parties
hereto that, in lieu of each provision of this Agreement which is determined to
be invalid or unenforceable, there shall be added, as part of this Agreement,
such an alternative clause or provision as may be valid or enforceable but
otherwise as close to the applicable original provision as possible.

12.9 WAIVER. No waiver of any provision of this Agreement shall be
deemed to or shall constitute a waiver of any other provision (whether or not
similar) nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided. Failure on the part of any party to complain of any act of
any other party, or to declare any other party in default, irrespective of how
long such failure continues, shall not constitute a waiver by such party of its
rights hereunder.

12.10 NO THIRD PARTY BENEFICIARY. This Agreement is made for the
exclusive benefit of the parties hereto, their executors, administrators,
successors and assigns herein permitted (including, without limitation, persons
taking by novation or assumption) and, except as otherwise expressly provided,
not for any third party as a third party beneficiary or otherwise. Except as
otherwise specifically provided nothing in this Agreement, express or implied,
is intended to confer upon any person, other than the parties hereto, their
executors, administrators, successors and assigns herein permitted, any rights
or remedies by reason of this Agreement.

12.11 INDEMNITIES.

12.11.1 Westfield hereby agrees to indemnify, defend and protect Owner
and its wholly-owned subsidiaries and the Joint Ventures, their respective
officers, directors and managers (each such person collectively called "the
indemnified parties" for the purposes of this SECTION 12.11.1) and hold
each of the indemnified parties harmless against all claims, losses,
damages, costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses incurred in good faith and

<PAGE>

court costs) incurred by the indemnified parties by reason of any claim or
demand being made upon or any action taken against the indemnified parties
relating to or arising out of the negligence or willful misconduct or fraud
of Westfield. The indemnified parties shall, in good faith, endeavor to
notify Westfield in writing as to every such claim, demand or action
against the indemnified parties within ten (10) Business Days after the
indemnified parties become aware that such claim or demand has been made or
such action has been taken. A good faith failure to notify Westfield shall
not limit Westfield's liability under this SECTION 12.11.1, to the extent
such failure does not adversely affect Westfield's rights with respect to
such claim.

12.11.2 Owner hereby agrees to indemnify, defend and protect
Westfield, each member of the Westfield Group performing Services
hereunder, and each of their respective officers, directors and managers
(such persons collectively called "the indemnified parties" for the
purposes of this SECTION 12.11.2), and hold each of the indemnified
parties harmless against all claims, losses, damages, costs, expenses and
liabilities (including, without limitation, attorneys' fees and expenses
incurred in good faith and court costs) incurred by the indemnified parties
by reason of any claim or demand being made upon or any action taken
against the indemnified parties relating to or arising out of (I) any
negligence or willful misconduct or fraud of Owner, except to the extent a
member of the Westfield Group is responsible for such negligence or willful
misconduct of Owner, or (II) any act taken or omission made by Westfield or
any member of the Westfield Group in the performance of Westfield's
obligations under this Agreement, provided that such act or omission does
not constitute negligence or willful misconduct or fraud on the part of
Westfield or any member of the Westfield Group. The indemnified parties
shall, in good faith, endeavor to notify Owner in writing as to every such
claim, demand or action against the indemnified parties within ten (10)
Business Days after the indemnified parties become aware that such claim or
demand has been made or such action has been taken. A good faith failure
to notify Owner shall not limit Owner's liability under this
SECTION 12.11.2, to the extent such failure does not adversely affect
Owner's rights with respect to such claim.

12.12 ATTORNEYS' FEES.

12.12.1 Owner and Westfield shall pay their respective legal costs and
disbursements associated with the preparation, negotiation and execution of
this Agreement and any modifications hereof.

12.12.2 In the event that any judicial action between the parties is
instituted to enforce any of the provisions of this Agreement or any right
of any party under this Agreement, regardless of whether such action or
proceeding is prosecuted to

<PAGE>

judgment and in addition to any other remedy, the unsuccessful party shall
pay to the prevailing party all reasonable costs and expenses incurred
therein by the prevailing party, including, without limitation, all
reasonable attorneys' fees and expenses and court costs.

12.13 EXHIBITS. To the extent applicable, the Exhibits and Schedules
attached hereto are hereby expressly incorporated herein to the same extent and
with the same effect as if fully set out herein.

12.14 CUMULATIVE RIGHTS. All rights, privileges, and remedies afforded
the parties by this Agreement shall be cumulative and in addition to, and not
exclusive of, any other rights, remedies and benefits allowed by law or equity
to any party and the exercise of any one of such remedies shall not be deemed to
be a waiver of any other right, remedy or privilege provided for herein or
available at law or equity.

<PAGE>

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

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
--------------------------------
Title: President
-----------------------------

WESTFIELD CORPORATION, INC.

By: /s/ Peter Lowy
--------------------------------
Name: Peter Lowy
Title: Vice President

<PAGE>

SCHEDULE I

LIST OF WHOLLY-OWNED SHOPPING CENTERS

<PAGE>

SCHEDULE II

LIST OF JOINT VENTURES AND JOINT VENTURE SHOPPING CENTERS

<PAGE>

EXHIBIT A

FORM OF DEVELOPMENT AGREEMENT

<PAGE>

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

DESIGN, DEVELOPMENT AND CONSTRUCTION AGREEMENT

between

[Owner of Shopping Center], as Owner,*

and

[WESTFIELD CORPORATION, INC.], as Developer.

Dated as of [______]

* If the Owner is an Affiliate of CenterMark Properties, Inc., the
obligations of Owner are to be guaranteed by CenterMark Properties, Inc.
pursuant to a separate Guaranty Agreement.

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

<PAGE>

TABLE OF CONTENTS

PAGE
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ARTICLE 1 DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . 1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . .11

ARTICLE 2 CONSENTS AND APPROVALS . . . . . . . . . . . . . . . . . . . . . .11
2.1 Obtaining Consents . . . . . . . . . . . . . . . . . . . . . . . .11
2.2 Owner's Cooperation. . . . . . . . . . . . . . . . . . . . . . . .11
2.3 Copies of Consents to be Delivered to Owner. . . . . . . . . . . .11

ARTICLE 3 THE PROJECT, COMMENCEMENT AND PROGRAMMING. . . . . . . . . . . . .12
3.1 Scope of Project . . . . . . . . . . . . . . . . . . . . . . . . .12
3.2 Services of Westfield. . . . . . . . . . . . . . . . . . . . . . .12
3.3 License to Occupy the Land . . . . . . . . . . . . . . . . . . . .13
3.4 Commencement; Diligent Performance . . . . . . . . . . . . . . . .13
3.5 Construction Schedule. . . . . . . . . . . . . . . . . . . . . . .14
3.6 Performance Standard . . . . . . . . . . . . . . . . . . . . . . .15
3.7 Adjustment of Approved Budget. . . . . . . . . . . . . . . . . . .15

ARTICLE 4 CHANGES TO PLANS AND CHANGE ORDERS . . . . . . . . . . . . . . . .15
4.1 Initiation of Change Orders, Changes or Additions. . . . . . . . .15
4.2 Increase in Price; Extension of Time . . . . . . . . . . . . . . .16
4.3 Owner's Approval of Proposed Charge Orders . . . . . . . . . . . .17
4.4 Adjustment of Project Price and Date for Substantial Project
Completion . . . . . . . . . . . . . . . . . . . . . . . . . . .18
4.5 Adjustment of Westfield Fees . . . . . . . . . . . . . . . . . . .18
4.6 No Termination . . . . . . . . . . . . . . . . . . . . . . . . . .19

ARTICLE 5 COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS . . . . . . . . .19
5.1 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
5.2 Contest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

ARTICLE 6 ORDERING OF MATERIALS; LABOR . . . . . . . . . . . . . . . . . . .20

<PAGE>

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ARTICLE 7 COMPLETION AND ACCELERATION OF THE PROJECT . . . . . . . . . . . .20
7.1 Completion Dates . . . . . . . . . . . . . . . . . . . . . . . . .20
7.2 Force Majeure Events . . . . . . . . . . . . . . . . . . . . . . .20
7.3 Limitations on Extension of Time . . . . . . . . . . . . . . . . .21
7.4 Invalidity of Governmental Order . . . . . . . . . . . . . . . . .22
7.5 Owner's Acceleration Direction . . . . . . . . . . . . . . . . . .22
7.6 Acceleration Cost and Time Consequences. . . . . . . . . . . . . .22
7.7 Extraordinary Acceleration . . . . . . . . . . . . . . . . . . . .23

ARTICLE 8 PERFORMANCE OF OBLIGATIONS AND CONTRACTING . . . . . . . . . . . .24
8.1 Transfer by Westfield to Westfield Group Members . . . . . . . . .24
8.2 Contractors. . . . . . . . . . . . . . . . . . . . . . . . . . . .24

ARTICLE 9 REPRESENTATIVES. . . . . . . . . . . . . . . . . . . . . . . . . .24
9.1 Owner's Representative . . . . . . . . . . . . . . . . . . . . . .24
9.2 Westfield Representative . . . . . . . . . . . . . . . . . . . . .25

ARTICLE 10 ACCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
10.1 Owner's Access to Project. . . . . . . . . . . . . . . . . . . . .25
10.2 Access to Center . . . . . . . . . . . . . . . . . . . . . . . . .25
10.3 Restrictions upon Occupants. . . . . . . . . . . . . . . . . . . .26

ARTICLE 11 PLANT AND EQUIPMENT. . . . . . . . . . . . . . . . . . . . . . . .26

ARTICLE 12 MANNER OF EXECUTION OF PROJECT . . . . . . . . . . . . . . . . . .27
12.1 Construction Standard. . . . . . . . . . . . . . . . . . . . . . .27
12.2 Owner's Instructions to Replace Work . . . . . . . . . . . . . . .27
12.3 Patents, Trademarks and Royalties. . . . . . . . . . . . . . . . .27
12.4 Nature of Project. . . . . . . . . . . . . . . . . . . . . . . . .28
12.5 Westfield Warranties . . . . . . . . . . . . . . . . . . . . . . .28
12.6 Design Documents . . . . . . . . . . . . . . . . . . . . . . . . .29
12.7 Effect of Owner's Approval . . . . . . . . . . . . . . . . . . . .30

ARTICLE 13 DEFECTS AND QUALITY CONTROL. . . . . . . . . . . . . . . . . . . .31
13.1 Construction Warranty. . . . . . . . . . . . . . . . . . . . . . .31
13.2 Failure to Perform Remedial Work . . . . . . . . . . . . . . . . .31
13.3 Normal Defects . . . . . . . . . . . . . . . . . . . . . . . . . .32
13.4 No Limitation on Liability . . . . . . . . . . . . . . . . . . . .32

ii
<PAGE>

PAGE
----

13.5 Owner's Inspections. . . . . . . . . . . . . . . . . . . . . . . .32
13.6 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
13.7 Monitoring . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
13.8 Limitation on Change Orders. . . . . . . . . . . . . . . . . . . .32

ARTICLE 14 LIABILITY FOR EMPLOYEES. . . . . . . . . . . . . . . . . . . . . .33

ARTICLE 15 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
15.1 Contractor's Insurance . . . . . . . . . . . . . . . . . . . . . .33
15.2 Application of Casualty Proceeds . . . . . . . . . . . . . . . . .34
15.3 Duration of Insurance. . . . . . . . . . . . . . . . . . . . . . .34
15.4 Certificates; Policy Requirements. . . . . . . . . . . . . . . . .34
15.5 Failure to Effect Insurance. . . . . . . . . . . . . . . . . . . .35
15.6 Joint Policies . . . . . . . . . . . . . . . . . . . . . . . . . .35
15.7 Blanket Policies . . . . . . . . . . . . . . . . . . . . . . . . .35
15.8 Contractors' Public Liability Insurance. . . . . . . . . . . . . .35

ARTICLE 16 TERMINATION BY OWNER . . . . . . . . . . . . . . . . . . . . . . .36
16.1 Non-Curable Terminating Events . . . . . . . . . . . . . . . . . .36
16.2 Curable Defaults . . . . . . . . . . . . . . . . . . . . . . . . .36
16.3 Rights and Duties after Owner's Termination. . . . . . . . . . . .38

ARTICLE 17 SUSPENSION OF PROJECT AND TERMINATION OF ENGAGEMENT. . . . . . . .40
17.1 Suspension or Termination by Westfield . . . . . . . . . . . . . .40
17.2 Rights and Duties after Westfield's Termination. . . . . . . . . .42

ARTICLE 18 FEES AND PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . .43
18.1 Payments to Westfield. . . . . . . . . . . . . . . . . . . . . . .43
18.2 Payment for Goods Prior to Delivery to Site. . . . . . . . . . . .43
18.3 Municipal Contributions. . . . . . . . . . . . . . . . . . . . . .44
18.4 Leasing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .44
18.5 Prolongation Costs . . . . . . . . . . . . . . . . . . . . . . . .44
18.6 Payments for Anchor Store Review and Coordination. . . . . . . . .45

ARTICLE 19 MANNER AND TIME OF PAYMENTS. . . . . . . . . . . . . . . . . . . .45
19.1 Progress Payments. . . . . . . . . . . . . . . . . . . . . . . . .45
19.2 Claims for Payment . . . . . . . . . . . . . . . . . . . . . . . .45
19.3 Owner's Certificate. . . . . . . . . . . . . . . . . . . . . . . .46
19.4 Payment By Owner . . . . . . . . . . . . . . . . . . . . . . . . .47

iii
<PAGE>

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----

19.5 Payment of Development Fee . . . . . . . . . . . . . . . . . . . .47
19.6 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47

ARTICLE 20 SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
20.1 Retention Fund . . . . . . . . . . . . . . . . . . . . . . . . . .49
20.2 Substitution of Letter of Credit . . . . . . . . . . . . . . . . .49
20.3 Application of Security. . . . . . . . . . . . . . . . . . . . . .49
20.4 Release of Security. . . . . . . . . . . . . . . . . . . . . . . .50

ARTICLE 21 SUBSTANTIAL PROJECT COMPLETION/SUBSTANTIAL
STAGE COMPLETION . . . . . . . . . . . . . . . . . . . . . . . . .50
21.1 Notice of Substantial Project Completion . . . . . . . . . . . . .50
21.2 Inspection; Certification of Substantial Project Completion. . . .50
21.3 Reinspection . . . . . . . . . . . . . . . . . . . . . . . . . . .51
21.4 Deemed Substantial Project Completion. . . . . . . . . . . . . . .51
21.5 Punchlist. . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
21.6 Substantial Stage Completion . . . . . . . . . . . . . . . . . . .51
21.7 Liquidated Damages . . . . . . . . . . . . . . . . . . . . . . . .53

ARTICLE 22 FINAL STATEMENT AND FINAL CERTIFICATE. . . . . . . . . . . . . . .54
22.1 Westfield's Final Statement. . . . . . . . . . . . . . . . . . . .54
22.2 Requests for Further Information . . . . . . . . . . . . . . . . .54
22.3 Owner's Final Certificate. . . . . . . . . . . . . . . . . . . . .55
22.4 Payment to Owner . . . . . . . . . . . . . . . . . . . . . . . . .55
22.5 Payment to Westfield . . . . . . . . . . . . . . . . . . . . . . .56
22.6 No Admission by Owner. . . . . . . . . . . . . . . . . . . . . . .56

ARTICLE 23 DETERMINATION OF DISPUTES OR DIFFERENCES . . . . . . . . . . . . .56
23.1 Negotiated Resolution; Litigation. . . . . . . . . . . . . . . . .56
23.2 Referral of Dispute to Expert by Both Parties. . . . . . . . . . .56
23.3 Referral of Dispute to Expert by Single Party. . . . . . . . . . .56
23.4 Selection of Expert. . . . . . . . . . . . . . . . . . . . . . . .58
23.5 Expert's Inquiries and Investigations. . . . . . . . . . . . . . .58
23.6 Parties' Right to Cross-Examine. . . . . . . . . . . . . . . . . .58
23.7 Expert's Finding . . . . . . . . . . . . . . . . . . . . . . . . .58
23.8 Expert's Certification of Completion . . . . . . . . . . . . . . .58
23.9 Parties' Cooperation . . . . . . . . . . . . . . . . . . . . . . .59
23.10 Costs of Expert. . . . . . . . . . . . . . . . . . . . . . . . . .59
23.11 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . .59

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23.12 Other Rights and Obligations Not Affected. . . . . . . . . . . . .59

ARTICLE 24 PROJECT DOCUMENTATION. . . . . . . . . . . . . . . . . . . . . . .59
24.1 Design Documents . . . . . . . . . . . . . . . . . . . . . . . . .59
24.2 Final Plans and Specifications . . . . . . . . . . . . . . . . . .60
24.3 Project Meetings . . . . . . . . . . . . . . . . . . . . . . . . .60
24.4 Monthly Progress Reports . . . . . . . . . . . . . . . . . . . . .60

ARTICLE 25 ASSIGNMENT OF WARRANTIES AND GUARANTEES. . . . . . . . . . . . . .61

ARTICLE 26 CERTIFICATE OF COMPLIANCE. . . . . . . . . . . . . . . . . . . . .61
26.1 Preliminary Certificates . . . . . . . . . . . . . . . . . . . . .61
26.2 Final Certificates . . . . . . . . . . . . . . . . . . . . . . . .61

ARTICLE 27 INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62

ARTICLE 28 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
28.1 In Writing; Address. . . . . . . . . . . . . . . . . . . . . . . .62
28.2 Methods. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
28.3 Response Period. . . . . . . . . . . . . . . . . . . . . . . . . .63

ARTICLE 29 OWNER'S GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . .63

ARTICLE 30 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . .64

ARTICLE 31 CAPACITY AND AUTHORITY . . . . . . . . . . . . . . . . . . . . . .64

ARTICLE 32 ASSUMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .64

ARTICLE 33 OWNER'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . .65

ARTICLE 34 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
34.1 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . .65
34.2 Consent to Jurisdiction. . . . . . . . . . . . . . . . . . . . . .65
34.3 Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
34.4 References to this Agreement . . . . . . . . . . . . . . . . . . .66
34.5 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
34.6 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . .66
34.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . .66
34.8 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . .66

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34.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . .66
34.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
34.11 No Third Party Beneficiary . . . . . . . . . . . . . . . . . . . .67
34.12 Indemnities. . . . . . . . . . . . . . . . . . . . . . . . . . . .67
34.13 Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . .68
34.14 Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
34.15 Herein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
34.16 Cumulative Rights. . . . . . . . . . . . . . . . . . . . . . . . .69
34.17 Object of Agreement. . . . . . . . . . . . . . . . . . . . . . . .69

SCHEDULES

SCHEDULE I - DESCRIPTION OF LAND
SCHEDULE II - PLANS AND SPECIFICATIONS
SCHEDULE III - SCOPE OF PROJECT
SCHEDULE IV - PROJECT BUDGET
SCHEDULE V - MINIMUM CONTENT OF MONTHLY REPORTS
SCHEDULE VI - VALUATION OF CHANGE ORDERS

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DESIGN, DEVELOPMENT AND CONSTRUCTION AGREEMENT

THIS DESIGN, DEVELOPMENT AND CONSTRUCTION AGREEMENT ("Agreement") is made
and entered into this [______] day of [______] by and between [Owner of Shopping
Center], a [______] ("Owner"), and [WESTFIELD CORPORATION, INC.], a Delaware
limited partnership ("Westfield").

W I T N E S S E T H:

WHEREAS, Owner is the owner of that certain shopping center located in
[______] and commonly known as [______];

WHEREAS, Westfield, together with its Affiliates, is experienced in the
design, development and construction of shopping centers of a type and quality
similar to the Center (as hereinafter defined); and

WHEREAS, Owner desires to carry out certain development works with respect
to the Center, and for the purposes of such development, Owner has agreed to
engage Westfield to provide development, design, architectural, consulting,
engineering and construction services on the terms and conditions hereinafter
set forth, and Westfield has agreed to accept such engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS. As used in this Agreement the following words and
phrases shall have the meanings respectively assigned to them:

"ADVISOR" means Westfield U.S. Advisory, L.P., a Delaware limited
partnership, and its permitted successors and assigns under the Advisory
Agreement.

"ADVISORY AGREEMENT" means that certain Advisory Agreement, dated as of
July 1, 1996, between CenterMark Properties, Inc. and Advisor, as the same may
be amended from time to time.

<PAGE>

"AFFILIATE" means, with respect to any Person (the "Subject Person"), any
other Person controlling, controlled by or under common control with the Subject
Person. The term "control" as used in this definition of "Affiliate" means,
with respect to any Person, the right to the exercise, directly or indirectly,
of 50% or more of the voting rights attributable to such Person.

"APPROVED BUDGET" means the budget for the Project approved as part of the
Final Feasibility Study and set out in Schedule IV, as it may be amended from
time to time by Change Order or otherwise by the written agreement of Owner or
Owner's Representative and Westfield in accordance with the provisions of this
Agreement.

"AUTHORITIES" means all Federal, state, county and local governments and
their respective agencies and departments, and any other public authorities
having jurisdiction over the Project or any component part thereof.

"BANKRUPTCY EVENT" with respect to any Person means the occurrence of any
of the following events:

(i) if such Person shall file a voluntary petition in bankruptcy or
shall be adjudicated a bankrupt or insolvent, or shall file any petition
or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself under
the present or any future Federal bankruptcy act or any other present or
future applicable Federal, state or other statute or law relating to
bankruptcy, insolvency, or other relief for debtors, or shall seek or
consent to the appointment of any trustee, receiver, conservator or
liquidator of such Person of all, or substantially all, of its property;
or

(ii) if a court of competent jurisdiction shall enter an order,
judgment or decree approving a petition filed against such Person seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future Federal
bankruptcy act, or any other present or future Federal, state or other
statute or law relating to bankruptcy, insolvency, or other relief for
debtors, and such order, judgment or decree shall remain unvacated and
unstayed for a period of ninety (90) days from the date of entry thereof,
or any trustee, receiver, conservator or liquidator of such Person or of
all or substantially all of its property shall be appointed without the
consent of such Person and such appointment shall remain unvacated and
unstayed for a period of ninety (90) days, or if such Person shall file an
answer admitting the material allegations of a petition filed against it
in any bankruptcy, reorganization or insolvency proceeding; or

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(iii) if such Person shall admit to the others in writing its inability
to pay its debts as they mature; or

(iv) if such Person shall make a general assignment for the benefit of
creditors or take any other similar action for the protection or benefit
of creditors; or

(v) if any assets of such Person are attached, seized or subjected to
a garnishment or other action by a creditor of such Person seeking to
realize upon a judgment against such Person, and such attachment, seizure,
garnishment or other action is not vacated, stayed or otherwise resolved
within ninety (90) days thereafter.

"BUSINESS DAY" means a day which is not a Saturday, Sunday or legally
recognized public holiday in the United States.

"CENTER" means the Land together with the improvements erected thereon
from time to time commonly known as __________ together with all fixtures,
machinery, equipment, and other property located thereon belonging to or leased
or licensed by or for Owner and used in connection with the operation thereof.

"CHANGE ORDER" means any change instructed or approved by Owner or Owner's
Representative and identified in writing by Owner or Owner's Representative as a
change order, including:

(a) increases or decreases in, or omissions from, the scope of the Project
or the execution of additional work agreed upon by Westfield and Owner or
Owner's Representative in accordance with Article 3;

(b) material changes in the character or quality of any material or work,
provided that for the purposes of this clause (b) and the following clause
(c) of this definition, any change or series of changes which would be
likely to result in an aggregate increased or decreased cost of ten thousand
dollars ($10,000) or more shall be deemed material, and unless Owner or
Owner's Representative and Westfield otherwise agree, changes resulting in a
lesser increase or decrease shall not be deemed material;

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(d) changes in any work made necessary by a change in the requirements of
any Authority, or a change in any Legal Requirements or Insurance
Requirements; or

(e) work resulting from unanticipated site conditions;

PROVIDED, HOWEVER, that "Change Order" shall not include any work necessary to
remedy a defect or omission in the Project or any part thereof for which
Westfield is responsible in accordance with the terms of this Agreement.

"COMMENCEMENT DATE" shall mean the date on which Westfield obtains the last
of all consents, permits, licenses, approvals and authorizations needed to
enable the construction of the Project to commence, or the date reasonably
agreed between Owner's Representative and Westfield, whichever is later.

"CONSTRUCTION SCHEDULE" means the preliminary construction schedule for the
Project attached hereto as Schedule III, and any final construction schedule
approved by Owner or Owner's Representative and Westfield in accordance with the
provisions of Section 3.5, as such final schedule may be amended from time to
time by Change Order or otherwise by the written agreement of Owner's
Representative and Westfield.

"CONSTRUCTION STANDARD" means a quality of construction consistent with a
newly-constructed regional shopping center expansion with respect to a regional
shopping center of a type and quality similar to the Center, subject to the
Plans and Specifications.

"CONSULTANT" means any consultant, expert, analyst or other Person selected
by Owner for the purposes of representing the interests of Owner in reviewing
and verifying any information or services provided by Westfield or any Related
Person to Westfield pursuant to this Agreement, which Consultant shall be
subject to the reasonable approval of Westfield.

"CONTRACT" means any contract entered into by Westfield with contractors,
suppliers, consultants or other persons for the supply of labor, materials or
other services required for the execution of the Project.

"CONTRACTOR" means any contractor, supplier, consultant or other person
with whom Westfield shall enter into a Contract in connection with the Project.

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"DATE FOR SUBSTANTIAL PROJECT COMPLETION" shall mean the date which is
specified in the Construction Schedule as the projected date upon which the
construction of the Project will be substantially complete, as such date may be
adjusted from time to time for extensions of time under Article 7.

"DATE FOR SUBSTANTIAL STAGE COMPLETION" shall mean, with respect to any
Stage of the Project, the date which is specified in the Construction Schedule
as being the projected substantial completion date for that Stage, as such date
may be adjusted from time to time for extensions of time under Article 7.

"DATE OF SUBSTANTIAL PROJECT COMPLETION" means the date which Owner's
Representative certifies under Section 21.2(a), or the date which the expert
certifies under Section 23.8, as the date on which the Substantial Project
Completion has been achieved.

"DATE OF SUBSTANTIAL STAGE COMPLETION" with respect to any Stage of the
Project means the date which Owner's Representative notifies Westfield under
Section 21.6(c)(ii)(1), or the date which the expert certifies under Section
23.8, as the date upon which the Substantial Stage Completion has been achieved
with respect to such Stage.

"DESIGN DOCUMENTATION SCHEDULE" means the schedule for the preparation of
architectural designs, drawings and specifications for the Project as agreed
between Westfield and Owner or Owner's Representative, as such schedule may be
amended from time to time by the written agreement of Westfield and Owner or
Owner's Representative or by an extension of time pursuant to Article 7.

"DEVELOPMENT" means the performance either prior to or after the date of
this Agreement of (i) all of the planning and evaluation for the Project,
(ii) all negotiations with relevant Authorities required to obtain all required
Consents (as defined in Section 2.1 below) and entitlements for the execution of
the Project from the applicable Authorities, and (iii) any other services or
obligations described in Section 3.2.

"DEVELOPMENT FRAMEWORK AGREEMENT" means that certain Master Development
Framework Agreement, dated as of July 1, 1996, between Westfield and CenterMark
Properties, Inc. regarding any development or expansion of the Center and
certain other properties, as the same may be amended from time to time.

"DEVELOPMENT SITE" means that part of the Land and the existing buildings
located thereon upon or within which the Project is to be carried out and refers
to the

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same in its condition during the period from the date hereof until the Date of
Substantial Project Completion.

"FINAL CERTIFICATE" means the certificate issued by Owner's Representative
in accordance with Section 22.3.

"FINAL COMPLETION" of the Project means the occurrence of all of the
following events: (a) the completion by Westfield or its Contractors of all
work required to be performed under this Agreement, including the performance of
all punchlist items and the correction of any defective or nonconforming work
identified to Westfield prior to the first anniversary of the Date of
Substantial Project Completion; (b) the receipt by Owner or Owner's
Representative of all Consents required for the permanent use and occupancy of
the Project for its intended purposes; (c) subject to Section 19.6, the delivery
by Westfield to Owner or Owner's Representative of waivers or releases from
liens and claims for payment from Westfield and all Contractors in a form
reasonably satisfactory to Owner or Owner's Representative, or with respect to
any liens or claims that have not been released, the bonding over of such liens
or claims in a manner reasonably acceptable to Owner or Owner's Representative,
and (d) Owner's or Owner's Representative's acceptance of Westfield's tender of
delivery of the Project.

"FINAL FEASIBILITY STUDY" means the report produced by Westfield or a
member of the Westfield Group, and approved by Owner or its Affiliate, in
accordance with the terms of the Development Framework Agreement.

"FINAL STATEMENT" means the statement given by Westfield in accordance with
Section 22.1.

"FORCE MAJEURE EVENT" shall have the meaning specified in Section 7.2.

"INSURANCE REQUIREMENTS" means the requirements of any insurer, insurance
carrier, board of fire underwriters or any other entity performing the same or
similar functions, to the extent that such requirements are applicable to the
Project or any portion thereof, or to Westfield as the developer of the Project.

"LAND" means the real property legally described in SCHEDULE I attached
hereto.

"LEASABLE AREAS" means those sections of the completed Project intended to
be leased or licensed to Occupants, as provided in the construction documents.

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<PAGE>

"LEASING AGREEMENT" means that certain Leasing Agreement, dated the date
hereof, between Owner and Westfield relating to the initial leasing of the
Leasable Areas, as the same may be amended from time to time.

"LEGAL REQUIREMENTS" means all laws, statutes, codes, ordinances, orders,
regulations, judgments, decrees and directions of all Federal, state and local
governments and courts and the appropriate agencies, officers, departments,
boards, authorities and commissions thereof, whether now or hereafter enacted,
to the extent that the same are applicable to the Project or any portion
thereof, or to Westfield as the developer of the Project.

"MANAGER" means CenterMark Management Company, a Delaware partnership, and
its permitted successors and assigns under the Management Agreements.

"MANAGEMENT AGREEMENTS" means the Management Agreements entered into
between CenterMark Properties, Inc. or its Affiliate and Manager with respect to
the Center and certain other properties, as the same may be amended from time to
time.

"OCCUPANT" means any person occupying or proposing to occupy any part of
the Leasable Areas under any lease, license or other occupancy agreement with
Owner.

"OCCUPANT'S IMPROVEMENTS" means those works which are proposed to be
constructed by any Occupant to complete and fit-out any part of the Leasable
Areas to such Occupant's own occupational requirements. Occupant's Improvements
are not the obligation of Westfield under this Agreement.

"OFF-SITE IMPROVEMENTS" means those works outside the boundaries of the
Land required to be carried out or paid for by Owner in order to obtain any
entitlements from, or comply with any other conditions imposed by, any Authority
in respect of the Project.

"OTHER DEVELOPMENT AGREEMENTS" means all Design, Development and
Construction Agreements entered into between CenterMark Properties, Inc. or its
Affiliate and Westfield in accordance with the terms of the Development
Framework Agreement from time to time (other than this Agreement), as the same
may be amended from time to time.

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<PAGE>

"OTHER LEASING AGREEMENTS" means all Leasing Agreements entered into
between CenterMark Properties, Inc. or its Affiliate and Westfield in accordance
with the terms of the Development Framework Agreement from time to time (other
than the Leasing Agreement), as the same may be amended from time to time

"OWNER" means [______________], a [ ], and any permitted successor or
assign under the terms of this Agreement. For purposes of granting any
approvals or consents under this Agreement with respect to the Project, Owner
shall act through any of its Board of Directors, an executive committee of the
Board of Directors or Owner's Representative.

"OWNER'S REPRESENTATIVE" means the representative of Owner appointed
pursuant to Section 9.1, PROVIDED that if Owner has not appointed a
representative pursuant to Section 9.1 all references to "Owner's
Representative" contained in this Agreement shall be deemed to refer to Owner or
any designated officer of Owner.

"PERSON" means an individual, partnership, joint venture, corporation,
firm, unincorporated association or any Authority, and a reference to a Person
includes a reference to that person's executors, administrators, successors,
substitutes and assigns.

"PLANS AND SPECIFICATIONS" means the plans and specifications for the
Project now or hereafter initialed by Owner's Representative and Westfield for
identification, prepared by or on behalf of Westfield and referred to in
SCHEDULE II, as they may be amended from time to time pursuant to Section 24.1
or by Change Order or otherwise by the written agreement of Owner's
Representative and Westfield in accordance with the provisions of this
Agreement.

"PRIME RATE" means the rate of interest announced by Morgan Guaranty Trust
Company of New York, or its successors, from time to time in its New York City
office as its "prime" rate, or if no such rate is announced, then the rate
charged to its best corporate customers for demand loans.

"PROJECT" means the expansion, redevelopment or refurbishment of the Center
(including, without limitation, the construction of Off-Site Improvements and
the installation of services and any landscaping, parking, roadways, traffic
control works, or other works with respect to common areas or other
improvements) to be carried out on the Development Site, and any work required
to be performed at the existing Center in connection with or as a result of such
expansion, redevelopment or refurbishment of the Center, all in accordance with
(i) the Approved Budget, (ii) the

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Plans and Specifications, (iii) the Construction Schedule, and (iv) all of the
other terms and conditions of this Agreement.

"PROJECT PRICE" means the sum agreed by Owner and Westfield as "the fixed
price cost of the Project" in connection with the adoption of the Approved
Budget, which Project Price shall include the fees (other than the Development
Fee) payable to Westfield hereunder, as the same may be adjusted from time to
time pursuant to the provisions of this Agreement, including, without limitation
by any Change Order.

"RELATED PERSON" means, with respect to any Person (the "Subject Person"),
any other Person having any of the following relationships with the Subject
Person:

(i) any Affiliate of the Subject Person;

(ii) any other Person owning directly or indirectly more than fifteen
percent (15%) of the issued and outstanding stock of, or more than a fifteen
percent (15%) beneficial or voting interest in, the Subject Person; or

(iii) any other Person more than fifteen percent (15%) of the issued and
outstanding stock of which, or more than a fifteen percent (15%) beneficial
or voting interest in which, is owned directly or indirectly by the Subject
Person.

"STAGE" means any part of the Project designated as a stage in the
Construction Schedule.

"SUBSTANTIAL PROJECT COMPLETION" means the stage when the Project is in all
material respects complete in accordance with the Plans and Specifications and
this Agreement, and is ready for occupation and fit for use for its intended
purposes, or with respect to Leasable Areas, is ready to be turned over to the
Occupants for the construction of the Occupant's Improvements (it being
acknowledged that Substantial Project Completion shall be determined to have
been achieved notwithstanding that any Occupants' Improvements have not been
completed), subject in any case to the completion of punch list items (it being
acknowledged that Substantial Project Completion shall be determined to have
been achieved notwithstanding that any punch list items have not been completed)
and a temporary certificate of occupancy has been issued by the appropriate
Authorities for all applicable portions of the Project, other than Leasable
Areas, as may be required by Legal Requirements.

"SUBSTANTIAL STAGE COMPLETION" shall mean:

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(a) when used in relation to any Stage of the Project that does not
include Leasable Areas, that such Stage has been completed in all material
respects in accordance with this Agreement and the Plans and Specifications,
and is ready and fit for its intended purposes subject to the completion of
punch list items (it being acknowledged that Substantial Stage Completion
shall be determined to have been achieved notwithstanding that any punch list
items have not been completed) and a temporary certificate of occupancy, if
applicable pursuant to Legal Requirements, has been issued for such Stage by
the appropriate Authorities.

(b) when used in relation to any Stage of the Project that does include
Leasable Areas, that such Stage has been completed in all material respects
in accordance with this Agreement and the Plans and Specifications to the
extent that the Occupant thereof and its contractors may be allowed access
thereto for the purpose of carrying out such Occupant's Improvements with
minimal interference or restriction from the construction activities of
Westfield under this Agreement and that, upon completion of the Occupant's
Improvements in accordance with all requirements of Authorities relating to
such Occupant's Improvements (including the Occupant's obtaining a temporary
certificate of occupancy for its premises), the Stage will be ready for
lawful and unimpeded use by the Occupant.

"WARRANTY PERIOD" means the period of twelve (12) months immediately
following the Date of Substantial Project Completion; PROVIDED, HOWEVER, with
respect to any distinct Stages of the Project which are turned over to and
accepted by Owner or Owner's Representative for use and occupancy by Owner or
Owner's Representative, any Occupants or Owner's employees or invitees, the
"Warranty Period" shall be twelve (12) months from the date upon which such
Stage was turned over to and accepted by Owner or Owner's Representative, in
either such case together with such extended period for Remedial Work as may be
applicable under Article 13.

"WESTFIELD" means [Westfield Corporation, Inc.], a Delaware corporation,
and its permitted successors and assigns hereunder.

"WESTFIELD GROUP" includes Westfield, Westfield Corporation, Inc. and
Westfield Holdings Limited and their respective Affiliates.

"WESTFIELD REPRESENTATIVE" means the representative of Westfield appointed
pursuant to Section 9.2.

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1.2 INTERPRETATION.

(a) Where under any provision of this Agreement except Articles 16 and
17 any notice is to be given or any other act, matter or thing is to be done
in a stated period of days, only Business Days shall be counted, and where
anything is to be done on a day which is a non-Business Day then that thing
will be deemed to be required to be done on the next succeeding Business Day.

(b) The word "including" where used in this Agreement shall be deemed to
be followed by the words "without limitation" if not already followed by
those words.

ARTICLE 2

CONSENTS AND APPROVALS

2.1 OBTAINING CONSENTS. Subject to this Article 2, Westfield shall (to
the extent it has not already done so) obtain all necessary consents, approvals,
licenses, permits, variances, zoning changes, and other authorizations necessary
pursuant to applicable Legal Requirements or otherwise required by any
Authorities, utility companies and other parties entitled to approve or consent
to all or any portion of the Project to enable the commencement of the Project
(collectively, the "Consents"). Owner acknowledges, however, that Westfield
shall have no liability to Owner if despite the exercise of its diligent, good
faith efforts, Westfield is unable to obtain or maintain any of the Consents,
provided that, except as may otherwise be agreed upon by Owner or Owner's
Representative and Westfield, Westfield will not commence the Project in the
absence of any Consent required to do so. Owner hereby authorizes Westfield and
appoints Westfield as its attorney-in-fact to obtain and execute any and all
Consents on behalf of Owner.

2.2 OWNER'S COOPERATION. Owner shall, at Owner's cost, do all such things
as Westfield may reasonably request to be done by Owner in the ordinary course
to enable Westfield to obtain the Consents.

2.3 COPIES OF CONSENTS TO BE DELIVERED TO OWNER. Prior to the issuance of
the Final Certificate hereunder, Westfield shall provide to Owner's
Representative copies of any documents issued by any Authorities or other
persons evidencing any Consents or other notices or orders arising out of any
Legal Requirements or Insurance Requirements and relating to the Project, as and
when such documents are received by Westfield.

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ARTICLE 3

THE PROJECT, COMMENCEMENT AND PROGRAMMING

3.1 SCOPE OF PROJECT. Owner and Westfield have agreed to undertake a
Project of the scope described in SCHEDULE III.

3.2 SERVICES OF WESTFIELD. In consideration of the payments to be made by
Owner to Westfield hereunder and any other sums payable to Westfield in
accordance with the Approved Budget, Westfield shall undertake all actions
consistent with the Approved Budget, the Plans and Specifications, the
Construction Schedule and all other provisions of this Agreement necessary or
appropriate to execute all aspects of the Development and construction of the
Project, including, without limitation:

(a) using its diligent, good faith efforts to obtain and maintain all
of the Consents in full force and effect until Final Completion (or for such
shorter period as any such Consent may be required to be kept in effect), and
executing and completing the Project in accordance with all Consents;

(b) retaining and supervising all necessary or appropriate Contractors,
including contractors, suppliers, surveyors, engineers, architects, agents
and any other experts or consultants that Westfield may desire to retain in
connection with the Project, and entering into Contracts with all such
Contractors and, to the extent determined appropriate by Westfield, enforcing
such Contracts;

(c) administering, reviewing and approving or rejecting all requests
for payment made by Contractors or other third parties providing labor,
material or services to the Project;

(d) causing to be supplied all necessary or appropriate materials,
supplies, equipment, furniture, fittings, fixtures and other tangible
personal property;

(e) preparing or causing to be prepared by appropriately qualified
consultants all design and working plans, drawings, specifications and other
construction documents relating to the Project;

(f) review, approval and coordination of the design of the anchor
stores to the extent contemplated in the anchor tenants' respective leases,
PROVIDED that Westfield shall be reimbursed for its internal (calculated in a
manner consistent

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with Westfield's then current charge-out rate for such costs) and external
costs in connection with such design review, approval and coordination;

(g) hiring, directing, supervising and administering all required
on-site personnel needed by Westfield to enable Westfield to perform its
obligations hereunder with respect to the Project and the design, development
and construction thereof;

(h) recording and reporting the progress of the construction of the
Project; and

(i) generally performing such other acts and things as may be required
in accordance with this Agreement for the full and complete supervision and
coordination of the planning, design, development and construction of the
Project.

No delegation by Westfield of any of its obligations hereunder shall be
permitted except in accordance with this Agreement and no such delegation shall
relieve Westfield of any responsibility or liability with respect to such
obligations hereunder.

3.3 LICENSE TO OCCUPY THE LAND. Subject to Article 16 and the rights of
the existing tenants of the Center (as to which Owner represents and warrants to
Westfield that, except to the extent previously disclosed to or known by any
member of the Westfield Group, such rights of existing tenants will not, to the
best knowledge of Owner, interfere in any material respect with the construction
of the Project in accordance with the terms hereof and as to which Owner agrees
to use its reasonable efforts to cause such existing tenants not to interfere in
any material respect with the construction of the Project), Owner hereby grants
to Westfield, and agrees to continue to grant to Westfield for as long as is
reasonably required by Westfield during the term of this Agreement, a
non-exclusive license to occupy the Development Site and such other portions of
the Land as may be necessary or appropriate in Westfield's reasonable discretion
to carry out the purposes of this Agreement.

3.4 COMMENCEMENT; DILIGENT PERFORMANCE. Westfield shall commence
construction of the Project on the Commencement Date and shall, subject to
delays caused by a Force Majeure Event, regularly and diligently proceed with
the Project in accordance with this Agreement, the Plans and Specifications, the
terms of all applicable Consents and the Construction Schedule, until the Date
of Substantial Project Completion. Following Substantial Project Completion
through Final Completion of the Project, Westfield shall diligently perform such
work as may be required in accordance with all applicable provisions of this
Agreement.

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3.5 CONSTRUCTION SCHEDULE.

(a) The Construction Schedule submitted by Westfield shall be in the
form of a critical path network and shall:

(i) include a Design Documentation Schedule;

(ii) provide for a sequence for the Project which conforms with the
requirements for access to the Project for the purpose of Occupant's
Improvements as set out in the program for the performance of such
Occupant's Improvements provided to Westfield by Owner's
Representative, which requirements shall be recorded as milestone
dates in the Construction Schedule;

(iii) delineate the respective Stages (if any) of the Project; and

(iv) provide an estimated date for the achievement of Substantial
Stage Completion of each Stage, Substantial Project Completion and
Final Completion.

(b) On and after the Commencement Date Westfield shall proceed with the
Project in accordance with the Construction Schedule, as adjusted or amended
from time to time under the relevant provisions of this Agreement and by
delays caused by Force Majeure Events.

(c) Westfield shall update the Construction Schedule as and when
necessary to reflect any changes to the timing or sequence of the activities
included therein or in the Design Documentation Schedule and shall forthwith
submit the revised Construction Schedule or Design Documentation Schedule to
Owner's Representative for review and approval.

(d) If a proposed updating of the Construction Schedule or Design
Documentation Schedule may affect the milestone dates provided in the
Construction Schedule for access to the Project for the purposes of
Occupants' Improvements, Westfield shall forthwith notify Owner's
Representative of the details of the proposed updating, and obtain
instructions from Owner's Representative in relation thereto in connection
with the submission of the updated Construction Schedule or Design
Documentation Schedule, PROVIDED that, unless otherwise agreed in writing by
Owner's Representative, such notice to, and instructions from, Owner's
Representative shall not constitute an amendment to the approved Construction
Schedule.

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(e) Owner's Representative may from time to time instruct a deviation
from the Construction Schedule or Design Documentation Schedule with respect
to the timing or sequence of any activities. If the need for the deviation
arose from a default or omission of Owner or its tenants, and Westfield is
able to establish that in implementing the deviation it has incurred in good
faith additional costs and expenses which it would not have otherwise
incurred, Owner shall reimburse Westfield for such extra costs and expenses.

(f) Westfield shall be responsible for the execution of the Project in
accordance with the Construction Schedule and shall provide (either on its
own account or through Contractors) all necessary labor, materials, machinery
and equipment required for the construction of the Project and shall be
solely responsible for the proper coordination of all Contractors.

3.6 PERFORMANCE STANDARD. Westfield shall exercise its powers and perform
its responsibilities under this Agreement in a manner consistent with the
Construction Standard. In performing its duties hereunder, Westfield is, and at
all times shall be, acting as an independent developer contracted by Owner under
this Agreement and all personnel contracted with, paid or supervised by
Westfield shall be independent contractors or employees of Westfield, and shall
not be employees of Owner. Westfield shall be limited in its authority to the
express authority herein granted and by the express restrictions on authority
set forth in this Agreement.

3.7 ADJUSTMENT OF APPROVED BUDGET. At least once each month, if
applicable, Westfield shall deliver to Owner's Representative an adjustment to
the Approved Budget taking into account any increases or reductions in costs
resulting from the implementation of a Change Order pursuant to Article 4.

ARTICLE 4

CHANGES TO PLANS AND CHANGE ORDERS

4.1 INITIATION OF CHANGE ORDERS, CHANGES OR ADDITIONS.

(a) Owner's Representative may from time to time instruct Westfield to
undertake a Change Order and Westfield shall comply with that instruction.

(b) Westfield may from time to time during the progress of the Project
submit to Owner's Representative for approval as a Change Order a copy of
any proposed changes or additions to the Plans and Specifications, such
submission to

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be accompanied by a written report setting out the reasons for the proposed
changes or additions. Any Change Order proposed by Westfield under this
Section 4.1(b) (a "Proposed Charge Order") shall constitute a Change Order
hereunder if and when it is approved by Owner's Representative in
accordance with this Article 4.

4.2 INCREASE IN PRICE; EXTENSION OF TIME. Where any Change Order
instructed by Owner's Representative under Section 4.1(a) or required by Owner's
Representative under Section 12.2, or any Proposed Change Order proposed by
Westfield under Section 4.1(b), may result in an increase or decrease in the
Project Price and/or is likely to cause any delay to the Date for Substantial
Stage Completion of any Stage or the Date for Substantial Project Completion,
Westfield shall promptly submit to Owner's Representative an analysis of the
applicable Change Order or Proposed Change Order, and that analysis shall:

(a) specify the actual cost increase or reduction resulting from the
applicable Change Order or Proposed Change Order calculated in accordance
with SCHEDULE VI;

(b) specify, where the rates specified in SCHEDULE VI do not apply to
the work required for the Change Order or Proposed Change Order or any part
thereof, an amount calculated on the basis of actual or closely estimated
amounts substantiated by measurements, quantities or other evidence of
cost;

(c) contain an estimate of any increase in or reduction of the time
required to bring any Stage to Substantial Stage Completion or the Project
to Substantial Project Completion, including the cost increase (if any) or
cost reduction (if any) associated with such extension or reduction of
time, and with respect to any extension of time, the information required
under Section 7.6; and

(d) contain sufficient detail, including, where appropriate, methods of
calculation to enable Owner's Representative to establish the accuracy of
the information relating to items (a) through (c), inclusive.

Upon receipt of the analysis from Westfield, Owner's Representative shall
meet with the Westfield Representative as soon as is practicable in an endeavor
to agree in good faith upon the cost and time consequences of the applicable
Change Order or Proposed Change Order. If Owner's Representative and
Westfield's Representative are unable to agree on those cost and time
consequences within the time period reasonably designated by Westfield then,
with respect to any Change Order or Proposed Change Order:

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(i) Owner's Representative shall initially determine a reasonable change
in the Project Price as a result of the applicable Change Order or
Proposed Change Order (if Owner's Representative has approved such
Proposed Change Order) in accordance with the requirements of Schedule
VI, and the Approved Budget shall be adjusted accordingly; and

(ii) Owner's Representative shall initially determine a reasonable
reduction in, or extension of, time (if any) as a result of the
applicable Change Order or Proposed Change Order (if Owner's
Representative has approved such Proposed Change Order) including the
number of days by which the Date for Substantial Project Completion
and/or the Date for Substantial Stage Completion of any Stage should
be extended or brought forward, the Construction Schedule shall be
adjusted accordingly, and the Change Order or Proposed Change Order
(if Owner's Representative has approved such Proposed Change Order)
shall be deemed a Force Majeure Event under Article 7;

PROVIDED that Westfield may thereafter refer such dispute to an expert pursuant
to Article 23 and the expert's determination shall be binding on Owner and
Westfield.

Notwithstanding any other provision of this Agreement to the contrary,
Owner shall not be obligated, under any circumstances, to increase the Project
Price or otherwise pay for any work in connection with any change or addition
required to remedy or correct or avoid any defect, error or omission in the
Project for which Westfield is responsible in accordance with the terms of this
Agreement.

4.3 OWNER'S APPROVAL OF PROPOSED CHARGE ORDERS. (a) Owner's Representative
shall notify Westfield in writing of its approval or disapproval of any Proposed
Change Order no later than the end of the review period reasonably specified by
Westfield in its submission of the Proposed Change Order (the "specified
period"), which will in no event be less than ten (10) days. If within the
specified period Owner's Representative notifies Westfield that it is not
practicable for Owner's Representative to respond within the specified period
and fixes a reasonable period within which the review will be completed, then
the review period shall be such period specified by Owner's Representative after
receipt by Owner of Westfield's Proposed Change Order. If Owner's
Representative has not notified Westfield of its approval or rejection of the
Proposed Change Order within the specified period or the reasonable period
nominated by Owner's Representative (as the case may be), then Westfield may
deliver a notice to Owner's Representative stating that the Proposed Change
Order shall be deemed approved by Owner's Representative if Owner's
Representative has failed to approve or reject such Proposed Change Order within
an

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<PAGE>

additional ten (10) day period after Owner's Representative's receipt of such
notice. If Owner's Representative has not notified Westfield of its approval or
rejection of the Proposed Change Order within such additional ten (10) day
period, then the Proposed Change Order shall be deemed to have been approved by
Owner's Representative. Except in an Emergency, Westfield shall not commence
work on any Proposed Change Order until such Proposed Change Order has been
approved in writing by Owner's Representative. For the purposes of this
Section, the term "Emergency" shall mean an event which in the reasonable
judgment of Westfield requires action to be taken prior to Owner's
Representative approval of a Proposed Change Order in order to comply with
applicable Legal or Insurance Requirements, to preserve any portion of the
Project, to assure the safety of any Contractor or employees of Westfield or any
Contractor, or any Occupants, customers or invitees of the Center, or to avoid
the suspension of any services necessary to proceed with the Project. Westfield
will use its diligent good faith efforts to notify Owner's Representative prior
to taking any such action in the event of an Emergency and shall not take any
such action if Owner's Representative has otherwise directed Westfield in
writing following receipt of such notification. Promptly after an Emergency,
Westfield shall deliver a notice thereof to Owner's Representative together with
its recommendations with regard thereto.

(b) Notwithstanding any other provision of this Agreement, Owner's
Representative may in its absolute discretion refuse to approve any Proposed
Change Order other than a Proposed Change Order that has been necessitated by
any requirements made by any Authority (provided that any such Proposed Change
Order necessitated by such requirements shall be subject to the last paragraph
of Section 4.2).

4.4 ADJUSTMENT OF PROJECT PRICE AND DATE FOR SUBSTANTIAL PROJECT
COMPLETION. If Westfield has submitted an evaluation of a Proposed Change Order
pursuant to Section 4.2 and the cost and time consequences of the change or
addition have been approved by Owner's Representative or otherwise determined
pursuant to Section 4.2, the Project Price shall be deemed to have been
correspondingly increased or decreased and/or the Date for Substantial Project
Completion and/or the Date for Substantial Stage Completion of any Stage shall
be deemed to have been altered as the case may be as of the date at which the
increase or decrease in the Project Price and/or the alteration to the Date for
Substantial Project Completion and/or the Date for Substantial Stage Completion
of any Stage was approved or determined.

4.5 ADJUSTMENT OF WESTFIELD FEES. In the event that the Project Price is
increased or decreased as a result of the operation of this Article 4 by any
amount (the "Project Price Increment"), then, in addition to all other payments
to be made by

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Owner pursuant to this Agreement, the fees payable to Westfield pursuant to
Article 18 shall be adjusted accordingly.

4.6 NO TERMINATION. No Change Order pursuant to this Section shall vitiate
this Agreement.

ARTICLE 5

COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS

5.1 COMPLIANCE. (a) In carrying out the Project, Westfield shall comply in
all material respects with the provisions of all Legal Requirements and
Insurance Requirements and shall pay all fees payable under any such Legal
Requirements and Insurance Requirements. Notwithstanding the foregoing,
Westfield shall not take any action of compliance if: (i) Owner is contesting
any such Legal Requirement or Insurance Requirement; (ii) Owner requests
Westfield not to comply therewith; and (iii) Owner indemnifies Westfield from
and against any liability incurred by Westfield as a result of failing to comply
with such Legal Requirement or Insurance Requirement; PROVIDED, HOWEVER, that if
failure to comply with any such Legal Requirement or Insurance Requirement would
expose Westfield to any possible criminal liability, then Westfield may comply
with same without the need to obtain Owner's consent.

(b) In carrying out the Project, Westfield shall comply with the provisions
of all of Owner's loan documents encumbering the Land, which provisions are
applicable to the Development or construction of the Project, provided that
Owner makes the provisions of any such loan documents known to Westfield, and
Westfield shall comply in all material respects with the terms of documents
which were known by Westfield at the time of the preparation of the Final
Feasibility Study.

5.2 CONTEST. Notwithstanding the foregoing, Westfield shall be entitled to
contest in good faith any Legal Requirement or Insurance Requirement provided
that such contest will not result in the cancellation or interruption of
insurance coverage for the Project or subject Owner to any civil or criminal
liability or fines or constitute a default under any documents to which Owner is
a party or to which the Center is subject, PROVIDED Owner makes the provisions
of such documents known to Westfield or such provisions are otherwise known by
Westfield. Westfield's good faith noncompliance with the applicable Legal
Requirement or Insurance Requirement during any such contest shall not be deemed
a default under this Agreement provided that Westfield prosecutes such contest
in good faith and with due diligence to a final

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<PAGE>

determination. Westfield's prosecution of any such contest (unless such contest
has been requested or approved in writing by Owner) shall be conducted at
Westfield's sole cost and expense, and shall not be permitted to materially
delay or interrupt the progress of the Project. Unless any such contest was
requested by Owner, Westfield shall indemnify and hold Owner harmless for any
loss, damage, cost or expense (including reasonable attorney's fees and court
costs) resulting from any such contest or failure to so comply.

ARTICLE 6

ORDERING OF MATERIALS; LABOR

Westfield shall place orders for and do all such other things as shall be
reasonably necessary to ensure the supply of all materials and labor necessary
to carry out and complete the Project in accordance with this Agreement, and
shall do all such things as shall be commercially reasonable to ensure that
deliveries of such materials and labor will be made at such times as will
sustain the necessary rate of progress of the Project in accordance with this
Agreement.

ARTICLE 7

COMPLETION AND ACCELERATION OF THE PROJECT

7.1 COMPLETION DATES. Subject to the provisions of this Article 7,
Westfield shall bring each Stage of the Project to Substantial Stage Completion
and bring the Project to Substantial Project Completion on or before the
relevant Date for Substantial Stage Completion and Date for Substantial Project
Completion, subject to any delays caused by Force Majeure Events.

7.2 FORCE MAJEURE EVENTS. If the Commencement Date or the progress of the
Project is delayed by:

(a) Westfield not having received within a reasonable time any
necessary consent from Owner or Owner's Representative (subject to the
request for such consent having been delivered in a timely manner);

(b) delay by an Authority (unless such delay should have been
reasonably foreseeable by Westfield) in giving any necessary approval in
respect of any properly prepared application made by Westfield in a timely
manner;

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<PAGE>

(d) the commencement of litigation by any one or more adjacent owners
or neighboring owners or occupiers against Westfield by any one or more
adjacent or neighboring owners or occupiers other than litigation arising
from any willful misconduct or negligent or fraudulent act of Westfield;

(e) Westfield not being given right of access to the Development Site
by Owner sufficient for the purposes of this Agreement;

(f) Westfield suspending construction of the Project pursuant to the
provisions of this Agreement;

(g) the progress of the Project being affected by any civil commotion,
combination of workmen strike or lockout;

(h) any event which gives rise to a claim under the Contractor's All
Risk Insurance Policy referred to in Section 15.1 hereof other than a claim
arising from any willful misconduct or negligent or fraudulent act of
Westfield;

(i) any default or omission of Owner or Owner Representative under this
Agreement or any willful act of Owner or Owner's Representative (other than
an act which such party is entitled to take hereunder) which delays the
progress of the Project; or

(j) any other act, matter or event which is not within the control of
Westfield or its Affiliates;

and, as a result of any such event or occurrence (a "Force Majeure Event"),
Westfield expects that a delay will occur in the achievement of Substantial
Stage Completion of any Stage of the Project or Substantial Project
Completion, then, subject to Section 7.3, Westfield shall be granted such
extensions of the Date for Substantial Project Completion or the respective
Dates for Substantial Stage Completion with respect to the applicable
Stage(s) as shall under all of the circumstances be reasonable.

7.3 LIMITATIONS ON EXTENSION OF TIME. Westfield acknowledges that:

(a) it shall not be entitled to extension of the Date for Substantial
Project Completion or the Date for Substantial Stage Completion of any Stage
as a result

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<PAGE>

of delays which occur as a result of any cause which does not constitute a
Force Majeure Event hereunder;

(b) it shall not be entitled to an extension of the Date for
Substantial Project Completion or the Date for Substantial Stage Completion
of any Stage for a delay to any activity not on the then current critical
path of the Construction Schedule except to the extent to which the delay to
such activity will cause a delay to another activity which is on the then
current critical path of the Construction Schedule; and

(c) it is obligated to take all reasonable steps to avoid the
occurrence of the delay or to minimize the impact of the delay on the
progress of the Project.

7.4 INVALIDITY OF GOVERNMENTAL ORDER. Notwithstanding any other provision
of this Agreement, the parties acknowledge that Westfield shall not be liable
for, and Owner shall not seek to recover from Westfield, any loss or damage
occasioned by delay or otherwise arising from the granting by an Authority of
any necessary approval required for the Project or any portion of the Project,
where such approval is held by any competent court or tribunal having
appropriate jurisdiction to be invalid, such invalidity not being attributable
to any negligence or willful misconduct or fraud on the part of Westfield.

7.5 OWNER'S ACCELERATION DIRECTION. At any time between the date of this
Agreement and the Date of Substantial Project Completion, Owner's Representative
may direct Westfield to accelerate the performance of the Project or any Stage
of the Project for any reason, including as an alternative to granting an
extension of the Date for Substantial Stage Completion of any Stage or the Date
for Substantial Project Completion, provided that such direction may be
withdrawn by Owner's Representative at any time before Westfield commences to
accelerate the Project.

7.6 ACCELERATION COST AND TIME CONSEQUENCES. Upon receipt of a direction
from Owner's Representative to accelerate the performance of the Project (an
"Acceleration Direction"), Westfield must promptly provide a report (an
"Acceleration Report") to Owner's Representative for its review and approval.
Each Acceleration Report shall include the following information:

(i) details of additional labor and construction materials and equipment
which Westfield considers will be required to comply with the direction
either in its own right or through Contractors;

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<PAGE>

(ii) an estimate of the hours of work which will be required to be
performed by Westfield outside usual working hours or working days to enable
Westfield to comply with the direction;

(iii) details of additional supervision which Westfield will be required
to provide to comply with the direction;

(iv) Westfield's estimate of the extra costs and expenses relating to the
provision of architectural design and engineering services which it may
reasonably incur in complying with the direction;

(v) a revised Construction Schedule for the period which will elapse
between the date on which the acceleration of the Project or any Stage of the
Project commences, and the date notified by Owner in the direction as being
the date for the completion of the Project or the relevant Stage of the
Project (the "Acceleration Period"); and

(vi) if so requested by Owner's Representative following receipt of this
information, such additional information as Owner's Representative may
reasonably require to enable it to make a properly informed assessment of the
likely cost and time consequences of the acceleration.

Owner agrees to act reasonably in requesting Acceleration Reports. Westfield
shall act reasonably and in good faith in the preparation of any Acceleration
Report and must not include in any costs incorporated into the Acceleration
Report any margins, profits, fees or charges in excess of those which Westfield
is entitled to receive for the Project under this Agreement. Within a
reasonable time of the receipt by Owner's Representative of all information
which it has required Westfield to provide to it, Owner's Representative and
Westfield shall endeavor to agree on the cost and time consequences of the
Acceleration Direction. If the parties are unable to agree, then Owner's
Representative may direct Westfield to proceed with the acceleration and
Westfield shall be entitled to obtain the costs of acceleration and adjustments
to the Date for Substantial Project Completion or the Date for Substantial Stage
Completion of any Stage set out in the Acceleration Report.

7.7 EXTRAORDINARY ACCELERATION. Westfield may, where appropriate and
feasible, offer to take such extraordinary measures as are necessary to
accelerate the performance of the Project. Westfield shall submit to Owner's
Representative the estimate of the cost of the said measures. Owner's
Representative shall notify Westfield within ten (10) days whether Owner accepts
Westfield's offer, and if accepted the Project Price (and the fees payable to
Westfield hereunder) shall be

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<PAGE>

adjusted for the amount of such cost estimate as submitted by Westfield. The
decision of Owner as to whether to accept Westfield's offer hereunder shall be
in its sole and absolute discretion and shall be final and conclusive.

ARTICLE 8

PERFORMANCE OF OBLIGATIONS AND CONTRACTING

8.1 TRANSFER BY WESTFIELD TO WESTFIELD GROUP MEMBERS. Westfield may
assign all or any of its obligations under this Agreement to or otherwise
arrange for such obligations to be performed by any one or more members of the
Westfield Group of any Affiliate of a member of the Westfield Group, provided
that no such assignment shall release Westfield from its obligation under this
Agreement. The transfer of an interest in Westfield shall not be deemed an
assignment of this Agreement so long as Westfield Holdings Limited continues to
own, directly or indirectly, at least a 50% voting and economic interest in
Westfield.

8.2 CONTRACTORS. Westfield may sub-let or sub-contract any part of the
Project and provide either directly or through its sub-contractors all labor
including architects, experts and other persons necessary for the execution and
completion of the Project in accordance with the provisions of this Agreement,
provided that no sub-letting or sub-contracting of any part of the Project by
Westfield will relieve Westfield of any of its obligations under this Agreement.
Notwithstanding the foregoing to the contrary, Westfield agrees not to
subcontract its general construction management duties under this Agreement,
except to a member of the Westfield Group or an Affiliate of a member of the
Westfield Group.

ARTICLE 9

REPRESENTATIVES

9.1 OWNER'S REPRESENTATIVE. Owner shall be entitled to appoint as Owner's
Representative from time to time any member of any reputable firm of architects,
engineers or consultants with substantial experience in connection with the
design and development of major regional shopping centers, such member having at
least ten (10) years' experience in the project co-ordination of major design
and construction projects with respect to regional shopping centers of a quality
and type similar to the Center. Owner shall consult with Westfield in good
faith as to the selection of any third party consultant to be engaged as an
Owner's Representative under this

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<PAGE>

Agreement. After appropriate consultation, Owner will notify Westfield of
Owner's preferred Owner's Representative and obtain Westfield's consent thereto.
Westfield shall not unreasonably delay or withhold its consent to the selection
of and appointment of any Owner's Representative. Unless, within 10 days after
Westfield's receipt of a written request for approval, Westfield shall have
delivered a notice to Owner rejecting the third party and specifying the reasons
for such rejection, Westfield will be deemed to have accepted the third party
representative so proposed. Owner may, after consultation with Westfield, by
notice in writing to Westfield terminate the appointment of such person and,
subject to the above provisions, appoint some other person as the Owner's
Representative.

9.2 WESTFIELD REPRESENTATIVE. Westfield shall select and appoint an
employee of Westfield having substantial experience in the design and
development of major regional shopping centers to act as the Westfield
Representative for purposes of this Agreement.

ARTICLE 10

ACCESS

10.1 OWNER'S ACCESS TO PROJECT. Subject to the receipt of reasonable
advance notice, Westfield shall permit Owner's Representative or any other agent
or representative of Owner access at any reasonable time to the Development Site
or to any other place where works are being prepared for use on the Development
Site, provided that at Westfield's election, such agent or representative shall
be accompanied by the Westfield Representative or a designee. Owner will take
all reasonable steps to cause any person for whom Owner is responsible to avoid
unreasonable interference with the construction of the Project and to comply
with the reasonable directions of Westfield with respect to site safety and
other conditions prevailing on the Development Site.

10.2 ACCESS TO CENTER. (a) Where access to the Center is or must be
through the Development Site, Westfield shall make and maintain safe and
reasonable access through the Development Site available to Occupants, invitees
and customers of the Center, it being acknowledged by Owner, however, that there
are risks to the safety of persons inherently arising from the operation of a
construction site. Westfield shall be entitled to undertake such measures as
are in its reasonable opinion necessary to restrict or regulate the access route
to enable it to ensure the safety of persons in transit through the Development
Site.

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<PAGE>

(b) Westfield shall, while carrying out the Project, use its diligent, good
faith efforts to (i) cause as little obstruction to Occupants and their
customers as possible; and (ii) minimize disruption caused by the Project, or
by any act or thing associated with the Project, to Occupants' businesses,

in each case to such extent as is reasonably practicable under the
circumstances, it being acknowledged that, having regard to the nature, extent
and scope of the Project, some disruption to Occupants and their customers and
some disruption to Occupants' businesses and a certain level of noise and dust
is inevitable in order for Westfield to carry out the Project in accordance with
this Agreement.

10.3 RESTRICTIONS UPON OCCUPANTS. Owner shall take all reasonable steps to
cause any Occupant or any contractor employed for any Occupant's Improvements
to:

(a) comply with the reasonable directions of Westfield in relation to
safety matters, industrial relations and access through the Development Site
to the location of the Occupant's premises; and

(b) cooperate with Westfield in relation to the access of Westfield or
its Contractors to the Occupant's premises and the coordination of the
Occupant's Improvements with the Project so as not to interfere with
construction of the Project.

All Occupant's Improvements shall be performed in a manner which does not
interfere with construction of the Project and all contractors performing
Occupant's Improvements shall be required to coordinate the construction of
Occupant's Improvements so as not to so interfere with construction of the
Project. Manager shall be responsible for reviewing any plans for Occupant's
Improvements and coordinating the construction of Occupant's Improvements
pursuant to the Management Agreement.

ARTICLE 11

PLANT AND EQUIPMENT

Westfield shall provide either directly or through its Contractors all
necessary plant and equipment required for the efficient and proper execution of
the Project in accordance with this Agreement.

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<PAGE>

ARTICLE 12

MANNER OF EXECUTION OF PROJECT

12.1 CONSTRUCTION STANDARD. With respect to the quality of the Project and
the execution thereof, Westfield warrants, covenants and agrees with Owner that
Westfield shall:

(a) execute and complete the Project in accordance with the provisions
of this Agreement; and

(b) ensure that the standard and quality of the workmanship and
materials to be incorporated in the Project are of a standard and quality
commensurate with the standard and quality specified in the Plans and
Specifications, and where not specified in the Plans and Specifications or
where unclear, consistent with the Construction Standard.

12.2 OWNER'S INSTRUCTIONS TO REPLACE WORK. In any case where Owner's
Representative shall issue instructions on the grounds that the quality of any
work, materials or goods supplied by Westfield is defective or is not in
accordance with the Plans and Specifications or the terms of this Agreement, and
by such instructions Westfield is required to remove, re-execute and/or replace
any such work, materials or goods or to amend and make good any defect,
Westfield shall be bound to carry out any such instructions but Westfield shall
nevertheless be entitled (provided that prior to carrying out any such
instructions Westfield shall notify Owner of its intention so to do) to refer
for determination under Article 23 the question of whether the quality of any
work, materials or goods supplied by Westfield was not in accordance with the
Plans and Specifications and the terms of this Agreement. If it is determined
that the quality of any work, materials or goods supplied by Westfield was in
accordance with the Plans and Specifications and the terms of this Agreement,
then the Project Price shall be adjusted for the cost of such removal,
re-execution, replacement, amendment or making good as a Change Order under
Article 4; otherwise the Project Price shall not be adjusted and the foregoing
shall be at Westfield's sole cost and expense.

12.3 PATENTS, TRADEMARKS AND ROYALTIES. All payments for royalties and
patent rights, registered designs, trademarks or names, copyright and other
protected rights, and all fees which are or become payable for or in connection
with any matter or thing used or required to be used in the performance of this
Agreement or to be supplied under this Agreement, shall be the responsibility of
Westfield and shall be paid by Westfield to those to whom and at the time of
which they become payable.

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12.4 NATURE OF PROJECT. Westfield acknowledges that it has fully apprised
itself of the information made available to Westfield by Owner regarding the
design, nature and extent of the Project and Owner's requirements concerning the
Project, and all other information it deems necessary for purposes of entering
into this Agreement, and Westfield shall be responsible for the design of the
Project and the construction, administration and supervision of the Project.

Westfield shall produce a fully documented design of the Project in
accordance with sound architectural and engineering principles and the design
services shall be carried out using the level of skill, care and diligence
expected of an architect and engineer providing the same or similar services
with respect to the design and construction of a regional shopping center of a
type and quality similar to the Center expansion in accordance with the
Construction Standard.

12.5 WESTFIELD WARRANTIES. Westfield represents, warrants and covenants
that:

(a) All design services will be performed with professional skill and
care commensurate with the Construction Standard, having regard generally to
the Project contemplated by the Plans and Specifications, and that the design
services shall be carried out using the skill, care and diligence expected of
an architect, engineer or other professional consultant experienced in
providing the same or similar services.

(b) The Plans and Specifications, and any other working drawings and
design materials referred to in Section 24.1 shall be prepared in a
professional manner, with due care and skill.

(c) All construction work shall be executed and completed in accordance
with the prevailing practices of the respective trades commensurate with the
Construction Standard, and shall be suitable for their intended purpose and
consistent with the design prescribed in Section 12.5(a).

(d) Westfield is a [corporation] duly formed and in good standing under
the law of the State of [Delaware], and has all requisite power and authority
to enter into and observe its obligations under this Agreement. Westfield is
duly authorized to conduct business in the State of [ ] and possesses
all requisite licenses and approvals required to perform or cause to be
performed the work and services contemplated by this Agreement.

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(e) Westfield acknowledges that, except for those parts of the Project
which are expressly stated as being the responsibility of Owner under this
Agreement, Owner is relying upon the skill, knowledge and judgment of
Westfield in ensuring that the design and planning of the Project, the choice
of materials, systems and services to be used in the construction and
completion of the Project and each Stage of the Project, and the supervision
of all Contractors, will result in the Project upon completion being
consistent with this Agreement and the Plans and Specifications and being of
a quality consistent with the Construction Standard.

(f) It has a net worth (inclusive of all amounts committed to be
contributed to Westfield by its partners) of at least $25 million, and it
will not, through its voluntary acts, reduce such net worth (or amounts
committed to be contributed to Westfield by its partners) to less than $25
million during the period through the expiration of the Warranty Period.

(g) During the period from the date of this Agreement through the
Warranty Period, it will not act as the property developer for any third
party which owns a regional shopping center which directly competes with the
Center and which is within the primary market area of the Center (a
"Competing Mall"), PROVIDED that the foregoing restriction shall not be
deemed to be violated if Westfield shall acquire, either directly or
indirectly, all or substantially all of the assets of, or an interest in, an
entity which is engaged in the property development business and which is
providing development services to, among other properties, a regional
shopping center which is a Competing Mall.

(h) Westfield, together with its Affiliates, has the skill and
experience necessary to perform its obligations in accordance with the terms
of this Agreement.

Notwithstanding the previous provisions of this Section 12.5, Westfield makes no
warranty or representation pursuant to this Agreement, and Owner expressly
acknowledges that it has not relied upon any such warranty or representation
from Westfield, that Owner will receive income from the Center as a consequence
of the Project.

12.6 DESIGN DOCUMENTS. Except as set forth below, the design documents as
defined in Section 24.1 shall, upon approval, be incorporated into the Plans and
Specifications and shall remain the property of Westfield or its Contractors.
Westfield shall provide copies of all design documents to Owner's Representative
promptly after the preparation thereof. Westfield shall grant, or cause to be
granted,

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to Owner a general license to use the design documents for all purposes for
which they are intended in connection with the Project. Owner acknowledges that
Westfield has not conveyed to Owner and retains all rights to and property in
the design concepts embodied in the design documents and the Plans and
Specifications. Westfield shall prepare and revise architectural and
engineering drawings, specifications and all calculations necessary to comply
with any conditions of any Legal Requirement and sufficient for requesting the
submission of bids for all major elements of the construction of the Project.

12.7 EFFECT OF OWNER'S APPROVAL.

(a) The responsibility of Westfield pursuant to this Agreement will not be
relieved or reduced nor will Owner be made responsible to Westfield by reason
of:

(i) the review or approval by Owner or Owner's Representative of any
work, construction means, methods or proposed methods of working, techniques,
equipment or labor levels, sequences, procedures or other matters employed or
to be employed by Westfield, any member of the Westfield Group or any of
their respective Contractors in the execution of the Project;

(ii) the estimating of quantities by Owner, Owner's Representative or
Owner's agents;

(iii) the provision, review or approval by Owner or Owner's
Representative of any Construction Schedule supplied by Westfield pursuant to
this Agreement; or

(iv) the provision, review or approval by Owner or Owner's
Representative of the make-up of Westfield's rates and prices in the schedule
of rates and schedules of prices.

(b) Nothing in this clause shall invalidate or entitle Owner to withdraw
any approval previously given by Owner or Owner's Representative in relation to
any matter under this Agreement unless the approval was given in reliance on any
inaccurate or misleading information provided by Westfield.

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ARTICLE 13

DEFECTS AND QUALITY CONTROL

13.1 CONSTRUCTION WARRANTY. If at any time during the construction of the
Project or during the Warranty Period any faults, errors, omissions, or other
defects in the Project are discovered, Owner's Representative may issue an
instruction to Westfield which shall state in what respect there are defects in
the Project and shall state a reasonable time within which Westfield shall
remedy those defects, having due regard to the impact of the defects on the
operational efficiency, safety or marketing of the Center expansion. Westfield
shall promptly remedy such defects by appropriate reconstruction, replacement,
correction or rectification work and shall complete the same within the time
period stipulated in such instruction in accordance with the terms of this
Agreement. Where such defects are due to materials and/or workmanship not being
in accordance with the Plans and Specifications or Westfield's default under the
terms of this Agreement, such remedy by Westfield shall be at no cost to Owner.
Any defects in the Project rectified by Westfield during the Warranty Period
("Remedial Work") shall be subject to only one further warranty period. The
warranty period for Remedial Work shall be twelve (12) months and shall commence
on the date the Remedial Work is completed. Westfield's obligations under this
Section 13.1 shall survive any termination of this Agreement following the Date
of Substantial Project Completion for the duration of the applicable Warranty
Period, but subject to the following provisos, shall not survive the termination
of this Agreement prior to the Date of Substantial Project Completion pursuant
to Article 16 or 17; PROVIDED, HOWEVER, in the event that the Warranty Period
commences with respect to any completed Stage prior to the Date of Substantial
Project Completion, then Westfield's warranty obligations with respect to such
Stage shall survive any termination of this Agreement prior to the Date of
Substantial Project Completion; and PROVIDED FURTHER that in the event this
Agreement shall be terminated prior to the Date of Substantial Project
Completion due to a material default by Westfield under this Agreement, then
Westfield's warranty obligations with respect to the work that shall have been
performed prior to such termination shall survive, except to the extent such
work is damaged due to the acts or omissions of Owner, the successor developer
or their respective subcontractors.

13.2 FAILURE TO PERFORM REMEDIAL WORK. If any defect is not remedied
within the time stipulated by Owner's Representative in Section 13.1, upon five
days' prior written notice to Westfield Owner may have the defect remedied by
others in a reasonable manner, at Westfield's cost, unless Westfield is at such
time diligently pursuing the remedy of such defect.

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13.3 NORMAL DEFECTS. For the purposes of this Article 13, errors in
installation and defects and other faults which arise or occur from the nature
of certain commonly used and accepted materials, despite the taking of normal
precautions (as for example, some movement of timber doors and frames and some
cracking of plaster) shall be defects and faults specifically required to be
remedied by Westfield at no cost to Owner.

13.4 NO LIMITATION ON LIABILITY. Nothing in this Article 13 shall be
construed as limiting any liability which Westfield may have to Owner under this
Agreement. Furthermore, nothing in this Article 13 shall be construed as
limiting any other guaranties or warranties of workmanship or materials which
shall be provided by any Contractor in connection with its work on the Project.

13.5 OWNER'S INSPECTIONS. Subject to receiving reasonable advance notice,
Westfield shall allow Owner, Owner's Representative and Owner's other agents and
consultants reasonable access to the Development Site at all reasonable times
for the purpose of carrying out inspections and quality control for the Project,
provided that at Westfield's election, such agent or representative shall be
accompanied by Westfield's Representative or a designee. Owner shall take all
reasonable steps to cause all persons for whom Owner is responsible to avoid
unreasonable interference with the construction of the Project and to comply
with the reasonable directions of Westfield with respect to site access and site
safety requirements.

13.6 RECORDS. Westfield shall provide Owner or the Owner Representative
within a reasonable time of receiving a request from Owner or the Owner's
Representative all relevant records, samples, tests results and other
information relevant to the quality or construction of the Project.

13.7 MONITORING. Westfield shall establish and efficiently carry out all
monitoring, sampling, testing, and other systems and procedures as are specified
or stipulated in this Agreement or the Plans and Specifications, and other
standard quality control measures as appropriate.

13.8 LIMITATION ON CHANGE ORDERS. Westfield may not claim a Change Order
where there is a change to or alteration of the design documents submitted by
Westfield to Owner and approved by Owner or Owner's Representative pursuant to
Section 24.1, in the event that such change or alteration is necessary to
correct any design, construction sequencing or construction equipment location
error, or to remedy any design deficiency except in circumstances where the
Proposed Change Order has been approved as a Change Order by Owner or Owner's
Representative pursuant to Article 4.

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ARTICLE 14

LIABILITY FOR EMPLOYEES

Westfield shall obtain insurance against any liability, loss, claim or
proceeding whatsoever arising under any statute relating to Workers'
Compensation or Employers' Liability, at common law or under any other Legal
Requirement in respect of any injury or death suffered by any person employed by
Westfield, any member of the Westfield Group or any of their respective
Contractors in or about the execution of the Project. All such insurance shall
be for such amounts as may be reasonably specified by Owner, but in no event
less than One Million Dollars ($1,000,000) per accident, and the statutory limit
for Workers' Compensation. All insurance obtained in accordance with this
Article 14 shall be obtained and maintained in accordance with the requirements
of Article 15 and each such policy shall contain a provision waiving the
applicable insurance company's rights of subrogation against Owner. Westfield
shall require each Contractor to maintain reasonably similar insurance with
respect to the employees of such Contractor, and each such Contractor shall be
required to furnish Westfield with satisfactory evidence of such coverage.

ARTICLE 15

INSURANCE

15.1 CONTRACTOR'S INSURANCE. Westfield shall in the joint names of
Westfield and Owner (hereinafter referred to as "the insured"), as their
respective rights, interests and liabilities may appear, effect or cause to be
effected the following insurance coverage:

(a) Standard Builder's Risk Insurance for the whole of the Project
covering "All Risks", but excluding earthquake (unless requested by Owner
and paid for by Owner), together with such other normal insurable risks as
Owner may reasonably require, in an amount adequate to provide for
reconstruction or replacement of the whole of the Project in the event of
its damage or destruction and with deductibles reasonably approved by
Owner;

(b) general liability insurance to the public for an amount in no
event less than One Million Dollars ($1,000,000) in the aggregate and One
Million Dollars ($1,000,000) with respect to any one event, responding to
claims arising out of bodily injury, personal injury, disease (including
death) and property damage

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sustained in the course of or caused by the execution of the Project. In
addition, Westfield shall carry umbrella and excess liability coverage, in
an amount no less than Twenty-five Million Dollars ($25,000,000), with such
excess liability coverage written as following from the primary liability
coverage; and

(c) if appropriate based on the nature of the Project, automobile
liability insurance including property damage, bodily injury, comprehensive
and collision coverage in connection with claims arising out of the use of
motor vehicles by Westfield or its employees, with a combined single limit
of no less than One Million Dollars, ($1,000,000).

15.2 APPLICATION OF CASUALTY PROCEEDS. In the event of any occurrence
resulting in loss of or damage to the Project or to materials or goods
incorporated or to be incorporated therein in an amount exceeding One Million
Dollars ($1,000,000) in respect of which Westfield is required to insure under
this Agreement, all moneys received by Owner or Westfield in settlement of any
claim under the insurance aforesaid shall be paid, if requested in writing by
the other party, to a bank reasonably acceptable to Westfield and Owner into an
account in the joint names of Westfield and Owner, and Westfield shall thereupon
proceed to reconstruct the Project and replace and repair the materials or goods
destroyed or damaged, and Owner's Representative shall certify in accordance
with the provisions of this Agreement against the aforesaid joint account for
the cost of reconstructing the Project and replacing and repairing the materials
or goods destroyed or damaged. The provisions of this Section 15.2 shall be
subject to the requirements of any loan documents encumbering the Center.

15.3 DURATION OF INSURANCE. The insurance referred to in Article 14 and in
this Article 15 shall be effected before the Project is commenced. The
builder's risk insurance shall be maintained effective until the Date of
Substantial Project Completion of the Project. The general liability and
workers' compensation insurance shall be maintained throughout the period during
which Westfield and/or any of its Contractors are performing work on the
Project.

15.4 CERTIFICATES; POLICY REQUIREMENTS. Where Westfield is required to
effect any insurance pursuant to this Agreement, Westfield shall provide
certificates of insurance and premium receipts to Owner's Representative, or
within ten (10) days after written request being made therefor by Owner's
Representative other satisfactory evidence of such insurance and the currency
thereof. Westfield shall ensure that each policy of insurance effected by it
under this Section shall be endorsed to require the insurer to provide to Owner
not less than 30 days' prior notice of any proposed cancellation, termination,
or amendment thereto. All insurance that Westfield or any

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Contractor obtains or effects in accordance with Article 14 or this Article 15
shall be provided by such companies and shall be in such form as Owner shall
reasonably approve.

15.5 FAILURE TO EFFECT INSURANCE. Where Westfield is required to effect
any insurance pursuant to this Agreement and fails to do so or fails to comply
with its obligations pursuant to Section 15.4 hereof, upon no fewer than five
(5) days' prior written notice to Westfield, Owner may effect such insurance and
the premiums shall be deducted from the Project Price.

15.6 JOINT POLICIES. Wherever, pursuant to the provisions of this
Agreement, insurance is effected in joint names, then the policy of such
insurance, to the extent reasonably obtainable, shall provide that insofar as
the policy may cover more than one insured all insurance agreements and
endorsements with the exception of limits of liability shall operate in the same
manner as if there were a separate policy of insurance covering each of the
insured.

15.7 BLANKET POLICIES. Any policy that Westfield effects pursuant to the
provisions of this Section:

(a) may be included within a master or blanket policy effected by
Westfield or a member of the Westfield Group covering matters and projects
additional to the Project, and parties additional to the parties to this
Agreement;

(b) shall be upon such terms as are reasonably acceptable to Owner;
and

15.8 CONTRACTORS' PUBLIC LIABILITY INSURANCE. Westfield shall ensure that
any Contractors employed by it in or about the Project shall effect and maintain
for the duration of such Contractors' involvement in the Project adequate
insurance provided by acceptable companies with respect to public liability for
an amount of not less than One Million Dollars ($1,000,000) in respect of any
one event naming Westfield and Owner as additional insureds. Such insurance
shall be written on a per-occurrence basis.

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ARTICLE 16

TERMINATION BY OWNER

16.1 NON-CURABLE TERMINATING EVENTS. Owner may terminate this Agreement
immediately by written notice to Westfield upon the occurrence of any of the
following events:

(a) a Bankruptcy Event occurring with respect to Westfield; or

(b) the foreclosure by any mortgagee upon the Center or the taking of
possession thereof by a deed-in-lieu of foreclosure or any other transfer
to a mortgagee, directly or indirectly, except as otherwise agreed in
writing by Westfield and such mortgagee.

(c) an act of fraud, embezzlement or theft constituting a felony
against Owner or its Affiliates which causes it material injury is
perpetrated by Westfield or by Manager or by Advisor in its corporate
capacity (as distinguished from the acts of any employees of such entities
which are taken without the approval or complicity of the Board of
Directors of Westfield's general partner) under this Agreement, any
Management Agreements, the Leasing Agreement, the Advisory Agreement, the
Development Framework Agreement, any Other Development Agreement or any
Other Leasing Agreement; or

(d) the Center or a substantial part of the Center is damaged or
destroyed where the Owner has determined not to rebuild or reconstruct and
to abandon the Project, provided, however, that this Agreement shall be
automatically reinstated if, within twenty-four (24) months after the date
of such damage or destruction, Owner determines to rebuild the Center or
develop a new shopping center as a replacement for the Center and such
damage or destruction shall be deemed a Force Majeure Event hereunder.

16.2 CURABLE DEFAULTS. Owner may terminate this Agreement by written
notice to Westfield in the event that Westfield shall default in the performance
or observance of any material term, condition, warranty or covenant contained in
this Agreement in respect of the Center not falling under Section 16.1, and in
any such case such default shall continue for a period of thirty (30) days after
written notice thereof shall have been given to Westfield by Owner specifying
such default and requesting that the same be remedied in such thirty-day period
(a "Westfield Default Notice"); PROVIDED, HOWEVER, that if the default is such
that it is curable within a reasonable time, but cannot be reasonably remedied
within thirty days, Westfield shall

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be deemed to have complied with a Westfield Default Notice given under this
Section 16.2 if Westfield shall, in good faith, have commenced to remedy the
default specified therein as soon as is practicable after receiving such
Westfield Default Notice and shall have diligently prosecuted the cure to its
completion.

Upon the giving of a Westfield Default Notice under this Section 16.2,
Owner may suspend any payment due or which may become due to Westfield, other
than amounts actually due and payable to Contractors under their respective
Contracts (which amounts may be paid by checks made jointly to Westfield and
such respective Contractors), until such time as the default notified has been
remedied. If the engagement of Westfield to carry out the Project is terminated
by Owner, then subject to the foregoing sentence and Sections 16.3(b) and
16.3(e), Owner shall not be obligated to make any further payments to Westfield.

Owner shall have the right to terminate Developer based on default by
Developer under this Section 16.2 only if such default is determined to
constitute a Westfield Adjudicated Default as provided below. In the event that
Owner believes that Developer has defaulted in the performance of a material
obligation under this Agreement, and that such default remains uncured following
the delivery of a Westfield Default Notice and the expiration of the applicable
cure period provided in this Section 16.2, then Owner may deliver a written
notice to Developer setting forth the Owner's intention to terminate Developer
pursuant to this Section (an "Owner Termination Notice"). If Developer desires
to contest such termination, then Developer shall so notify Owner within ten
(10) Business Days after receipt of the Owner Termination Notice, and a senior
officer of Developer shall meet promptly and negotiate in good faith with a
senior officer of Owner in order to resolve such dispute. If such senior
officers are unable to resolve the dispute within thirty (30) days after
Developer's receipt of the Owner Termination Notice, then Developer may
institute an action in the appropriate judicial forum within thirty (30)
thereafter to determine whether Developer has defaulted in the performance of a
material obligation hereunder. A "Westfield Adjudicated Default" shall be
deemed to have occurred if:

(i) the parties' respective senior officers are unable to resolve
such dispute and Developer does not institute a judicial proceeding within
thirty (30) days after Developer's receipt of an Owner Termination Notice;

(ii) a court renders a final decision finding that Developer has
defaulted in the performance of a material obligation hereunder, and
Developer does not deliver a notice of appeal to the appropriate parties
within the applicable appeal period; or

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(iii) a court renders a final decision finding that Developer has
defaulted in the performance of a material obligation hereunder and an
appeal is perfected by Developer within the applicable appeal period, and a
second court renders a final decision finding that Developer has defaulted
in the performance of a material obligation hereunder.

16.3 RIGHTS AND DUTIES AFTER OWNER'S TERMINATION. In the event that Owner
shall terminate the engagement of Westfield pursuant to Section 16.1 (other than
Section 16.1(b) or Section 16.1(d) ) or 16.2 hereof, the following shall be the
respective rights and duties of Owner and Westfield with respect to all Sections
of this Agreement that relate to the execution of the Project:

(a) Owner may employ and pay another builder or other Person or
Persons to carry out and complete the Project and such Person may enter
upon the Development Site and may purchase all materials necessary for the
execution and completion of the Project;

(b) Westfield, if so required by Owner, shall assign to Owner or
Owner's designee (without any further payment or consideration for such
assignment) the benefit of any Contract or lease for the supply of
materials, for the execution of any works or for the leasing of any
equipment or machinery for the purposes of this Agreement, and Owner shall
pay for any such materials, works or equipment supplied, executed or leased
under any such Contract or lease after said termination the price fixed by
such Contract or lease (excluding, however, any fees or profit components
payable thereunder to Westfield or to a member of the Westfield Group),
insofar as it has not been already paid by Westfield; PROVIDED, HOWEVER,
that to the extent that Westfield shall have made any payment to the
Contractor or lessor under any such Contract or lease with respect to which
payment Owner has not made a corresponding progress payment to Westfield
pursuant to Article 19, then as a condition to the assignment of such
Contract or lease, Owner shall make such progress payment to Westfield
(excluding, however, any fees or profit components payable to Westfield or
its Affiliates);

(c) Where Westfield is utilizing any equipment, machinery or
appliances on the Development Site at the time of the termination of
engagement and the continued presence on the Development Site of that
equipment, machinery or appliance is reasonably necessary for the stability
of the Project or for the continuity of progress of the Project, Westfield
shall if so required by Owner's Representative permit that equipment,
machinery or appliance to remain on the Development Site and to be used by
any Persons employed by Owner to complete the Project for such time as is
reasonably necessary having regard to the function

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which the equipment, machinery or appliance is performing in supporting the
Project during construction or for the time which would be reasonably
required to obtain substitute equipment, and where the equipment, machinery
or appliance is on hire or lease to Westfield from a third party, Owner
shall take an assignment of the contract of hire or lease pursuant to
paragraph (b) above if Owner requires the equipment, machinery or appliance
or if such assumption is required pursuant to the proviso of subparagraph
(b) above (provided that such contract is assignable);

(d) Westfield shall remove from the Development Site as and when
required and within such reasonable time as Owner's Representative may in
writing specify any temporary buildings, equipment, machinery appliance,
goods or materials belonging to Westfield and if Westfield fails to do so,
Owner, upon at least five (5) days' written notice to Westfield (or such
longer period as may be reasonably required provided Westfield is
diligently pursuing such removal), may remove and sell any such property of
Westfield (without being responsible for any loss or damage) distributing
the proceeds less all costs incurred in removing and selling such property
of Westfield promptly to Westfield;

(e) Until a Final Certificate has been issued with respect to the
Project, Owner shall not be bound by any other provision of this Agreement
to make any payment to Westfield in relation to the Project. Upon the
issuance of the Final Certificate and the verification within a reasonable
time of the accounts therefor (which includes the right for Westfield to
audit the accounts and to inspect, survey and measure the Project), Owner's
Representative shall certify the amount of expenses properly incurred by
Owner to complete the Project after the termination of this Agreement
pursuant to this Article, including the amount of any additional holding
charges incurred by Owner as a result of such termination and also the
amount of any loss or damage which Owner is able to demonstrate it has
incurred as a result of the such termination. If (i) the total amount that
would have been payable in accordance with this Agreement for the
Development and construction of the Project had the engagement of Westfield
not been terminated (for the purposes of this subsection, called the "total
project cost") is less than the sum of (x) the amount certified by Owner's
Representative pursuant to this subsection (subject to Westfield's audit
right at its expense), plus (y) the moneys previously paid by Owner to
Westfield pursuant to this Agreement for the Development and construction
of the Project and (ii) the termination of Westfield's engagement is not
based on Section 16.1(b) or Section 16.1(d), then the difference between
the total project cost and such sum shall be paid on demand by Westfield to
Owner. In the event of a termination of Westfield's engagement under
Section 16.1(b) or Section 16.1(d), Westfield shall be entitled

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to payment in accordance with Section 17.2. Any amount due to Owner
pursuant to this subsection shall bear interest at that rate of interest
which the lesser of (x) two (2) percentage points greater than the Prime
Rate, or (y) the maximum rate permitted by law, from the due date of
payment until the same is received.

(f) Upon receipt of a written request from Owner, Westfield shall
promptly deliver to Owner all design documentation in Westfield's
possession relating to the Project, all Consents and certificates from
Authorities, all job documents, all Project Documents and other records
relevant to the Project in its possession or in the possession of any
member of the Westfield Group, and all warranties and guaranties by any
Contractor. Westfield shall assign to Owner its rights in the foregoing
documentation to the extent such rights relate to the Center. Westfield
also shall provide such additional information or documentation as Owner
may reasonably require in order to cause the completion of the Project.

(g) Owner and Westfield shall cooperate in a reasonable manner in
order to minimize the additional costs which will be incurred by Owner in
completing the Project as the result of such termination.

(h) Notwithstanding any termination of this Agreement, the provisions
of this Section 16.3 shall remain in full force and effect after any such
termination and no such termination shall prejudice any right or remedy
which a party has or, but for the termination of Westfield's appointment
hereunder, might have had, for breach of this Agreement.

ARTICLE 17

SUSPENSION OF PROJECT AND TERMINATION OF ENGAGEMENT

17.1 SUSPENSION OR TERMINATION BY WESTFIELD. Without prejudice to any
other rights and remedies it may have, Westfield may suspend operations or
terminate its engagement in relation to the Project if:

(a) Owner's Representative fails to issue a certificate under Section
19.3 within five (5) days of the same becoming due, or Owner fails to issue
any other certificate hereunder within ten (10) days of the same becoming
due, provided however that Owner's Representative shall have first admitted
in writing that such certificate should be issued or shall have disregarded
a determination under Article 23 to the effect that the certificate should
be issued;

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(b) Owner fails to pay any amount payable to Westfield pursuant to
Articles 18 or 19 or any other amount due to Westfield under this Agreement
within five (5) days of its becoming due for payment, PROVIDED, HOWEVER,
that Owner shall have first admitted in writing that such amount is in fact
due or shall have disregarded a determination under Article 23 to the
effect that the amount should be paid (or that the applicable payment
certificate should have been issued); or

(c) the execution of any substantial portion of the Project is
delayed for more than thirty (30) consecutive days by the failure of Owner
to comply with Section 3.3 hereof and/or the failure by Owner to appoint a
Person to act as Owner's Representative;

provided in any such event that Westfield shall have first given not less than
twenty (20) days' prior notice in writing to Owner (an "Owner Default Notice"),
which Owner Default Notice shall state Westfield's intention to so suspend the
Project or terminate its engagement hereunder, unless Owner's failure specified
in that notice is rectified within the period specified in the notice.

Westfield shall have the right to terminate its engagement under this
Agreement pursuant to this Section 17.1 based on Owner's default under this
Section 17.1 only if such default is determined to constitute an Owner
Adjudicated Default as provided below. If Westfield believes that Owner has
defaulted pursuant to this Section 17.1, and that such default remains uncured
following the delivery of an Owner Default Notice and the expiration of any
applicable cure period provided in this Section 17.1, then Westfield may deliver
a written notice to Owner setting forth its intention to terminate its
engagement under this Agreement pursuant to this Section (a "WESTFIELD
TERMINATION NOTICE"). If Owner desires to contest such termination, then Owner
shall so notify Westfield within ten (10) Business Days after receipt of the
Westfield Termination Notice, and a senior officer of each party shall meet
promptly and negotiate in good faith in order to resolve such dispute. If such
senior officers are unable to resolve the dispute within thirty (30) days after
Owner's receipt of the Westfield Termination Notice, then Owner may institute an
action in the appropriate judicial forum within thirty (30) days thereafter to
determine whether Owner has defaulted hereunder. An "OWNER ADJUDICATED DEFAULT"
shall be deemed to have occurred if:

(1) the parties' respective senior officers are unable to
resolve such dispute and Owner does not institute a judicial proceeding
within thirty (30) days after it's receipt of a Westfield Termination
Notice;

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(2) a court renders a final decision finding that Owner has
defaulted under this Section 17.1, and Owner does not deliver a notice of
appeal to the appropriate parties within the applicable appeal period; or

(3) a court renders a final decision finding that Owner has
defaulted under this Section 17.1 and an appeal is perfected by Owner
within the applicable appeal period, and a second court renders a final
decision finding that Owner has defaulted under this Section 17.1.

The foregoing provisions relating to termination of this Agreement shall
not be deemed to limit Westfield's rights to suspend the Project in accordance
with the terms hereof.

17.2 RIGHTS AND DUTIES AFTER WESTFIELD'S TERMINATION. Upon a termination
by Westfield of its engagement under this Article 17 or upon a termination of
this Agreement under Section 16.1(b) or Section 16.1(d), Westfield shall with
reasonable dispatch remove all of its equipment, plant and machinery from the
Development Site and after taking into account amounts previously paid under
this Agreement, Owner shall pay to Westfield the following several sums in
relation to the Project:

(a) The value of work executed and all other amounts due to Westfield
under this Agreement in relation to the Project at the date of termination
of employment, equal to the difference obtained by subtracting (i) all
amounts previously paid to Westfield hereunder, from (ii) the product
obtained by multiplying (x) the total amount of payments which would have
been due to Westfield hereunder pursuant to Article 19 and any other
provisions of this Agreement through the issuance of the Final Certificate
under Section 22.3 had Westfield completed the Project, by (y) the
percentage of the Project actually completed by Westfield;

(b) The cost of materials or goods ordered for the Project and paid
for or agreed to be paid for by Westfield (less any amounts previously paid
to Westfield on account of such materials or goods), provided that where
those materials or goods are in the possession of Westfield they shall be
delivered to Owner with clear title (except for any applicable
materialman's lien which shall be removed contemporaneously with such
payment by Owner) at the time of payment by Owner, and where they are not
in the possession of Westfield any payment made with respect to them by
Owner shall be refunded by Westfield if they are not delivered to Owner
with clear title (except for any applicable materialman's lien which shall
be removed contemporaneously with such payment) promptly after payment
therefor;

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(c) Any loss or damage caused to Westfield by the termination of its
engagement to carry out the Project pursuant to this Article provided that
such loss or damage shall be limited to:

(i) Any loss of profit which Westfield is able to demonstrate
relates to the part of the Project which has not been completed at the
date of termination; and

(ii) Any damage necessarily incurred by Westfield in respect of
Contracts made in respect of the Project with persons other than
Related Persons by reason of the termination.

Notwithstanding any termination of this Agreement, the provisions of this
Section 17.2 shall remain in full force and effect after any such termination
and no such termination shall prejudice any right or remedy which a party has
or, but for the termination of this Agreement, might have had, for breach of
this Agreement.

ARTICLE 18

FEES AND PAYMENTS

18.1 PAYMENTS TO WESTFIELD. In consideration of Westfield designing and
constructing the Project and providing the other services required of Westfield
by this Agreement, Owner shall pay to Westfield at the times and in the manner
hereinafter provided (a) an architectural and engineering fee equal to 10% of
the final construction costs (as such final construction costs are set forth in
the Approved Budget) (the "A&E Fee"), (b) a development fee equal to 5% of the
final gross Project Price, excluding interest charges on any loans of Owner (the
"Development Fee"), (c) the Project Price, and (d) any other sums payable to
Westfield in accordance with the Approved Budget or otherwise under this
Agreement.

18.2 PAYMENT FOR GOODS PRIOR TO DELIVERY TO SITE. Where Westfield has
purchased goods, materials or equipment (including goods, materials or equipment
included in any Contract or other supply agreement) and the supplier or
manufacturer thereof requires payment prior to delivery of any such goods,
materials or equipment to the Development Site, then such goods, materials or
equipment may be stored off-site until they are required for use or
incorporation into the Project, and Owner will accept an allowance therefor in a
progress payment subject to the following conditions:

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(a) any such goods, materials or equipment specifically manufactured
for the Project are available for immediate delivery to the Development
Site when required for use or incorporation into the Project, free and
clear of any liens, charges or encumbrances;

(b) full particulars of quantities and values of any such goods or
materials shall be submitted by Westfield to Owner;

(c) Owner is reasonably satisfied that any such goods, materials or
equipment are properly stored, properly insured and properly protected in a
place reasonably satisfactory to Owner;

(d) any such goods, materials or equipment are clearly marked as the
property of Owner and Owner receives reasonably satisfactory documentation
of ownership; and

(e) the storer or manufacturer of any such goods, materials or
equipment acknowledges in writing to Owner that he is storing or
manufacturing the goods, materials or equipment for and on behalf of Owner
and will deliver the same on demand (or upon completion thereof) to Owner,
subject to payment by Owner.

18.3 MUNICIPAL CONTRIBUTIONS. Owner shall pay directly to any Authority
all entitlement fees and other contributions required to be paid by Owner with
respect to the Project as and when the relevant entitlement fees and
contributions are required to be paid except that Westfield shall pay directly
as part of the Project Price the customary fee for issuance of a building permit
for the Project. Except as otherwise agreed to by Owner and Westfield as part of
the Final Feasibility Study, the Project Price shall be deemed to include the
amount of such entitlement fees and other contributions for purposes of
calculating the Development Fee hereunder.

18.4 LEASING FEES. In addition to all other amounts to be paid by Owner
pursuant to this Agreement, Owner shall pay to Westfield the fees set forth in
the Leasing Agreement for leasing services in connection with the initial
leasing of the Lettable Area.

18.5 PROLONGATION COSTS. If Westfield is granted an extension of time of
the Date for Substantial Project Completion of the Project as a consequence of
the occurrence of any Force Majeure Event under Section 7.2(a), (e), (f) or (i),
the Project Price shall be increased by an amount which is equal to the amount
of the extra costs and expenses which Westfield can reasonably demonstrate it
has incurred as a direct result of the delay.

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18.6 PAYMENTS FOR ANCHOR STORE REVIEW AND COORDINATION. In consideration
for undertaking the work described in Section 3.2(f), Westfield shall be
entitled to payment for all costs (which costs shall, for purposes of employees
of Westfield or any member of the Westfield Group providing services hereunder,
be calculated at a rate of 2 times the hourly costs of such employees,
calculated based on salary plus benefits and assuming a 40 hour work week, to
the extent such employee is working specifically on the Project pursuant to the
Approved Budget) incurred by it or by any third party under Westfield's
supervision, PROVIDED that notwithstanding the foregoing, Westfield shall not be
entitled to be reimbursed for any such costs incurred by it except to the extent
set forth in the Approved Budget.

ARTICLE 19

MANNER AND TIME OF PAYMENTS

19.1 PROGRESS PAYMENTS. Westfield shall be entitled to claim and Owner,
subject to the other applicable provisions of this Agreement (including, without
limitation, the retention provisions set forth in Article 20), shall pay to
Westfield the Project Price and any other sums payable to Westfield under
Article 18 (other than the Development Fee and the Leasing Fee) or otherwise
under this Agreement by way of progressive monthly installments. With respect
to the A&E Fee, Westfield shall be entitled to claim and Owner, subject to the
other applicable provisions of this Agreement, shall pay to Westfield upon the
commencement of construction of the Project a pro rata portion of the A&E Fee
(calculated on the basis of the percentage of the architectural and engineering
work that shall have been completed as of such date), with the remainder of the
A&E Fee to be paid by way of progressive monthly installments as the remaining
architectural and engineering work shall be completed.

19.2 CLAIMS FOR PAYMENT. Westfield shall submit to Owner's Representative
on a monthly basis a progress payment claim ("claim") which must be in a form
reasonably acceptable to Owner and certified by an officer of Westfield to be
accurate, true and correct in all material respects and which shall:

(a) itemize the work completed (including work instructed by Owner
under Article 4) or supplies delivered or expenditures made with respect to
the Project during the immediately preceding calendar month;

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(b) set out the amount of the claim made with sufficient detail as to
supplies, quantity, values and other expenses as would be reasonably
necessary for Owner's Representative to review the accuracy of the claim;

(c) set out the amounts to be retained by Owner, and the portion (if
any) of amounts previously retained by Owner to be released to Westfield,
each in accordance with Article 20;

(d) set out the total amount of prior claims made, and the total
amount paid to Westfield pursuant to such claims;

(e) set out the percentage of the Project that has been completed as
of the end of the immediately preceding calender month;

(f) certify that: (1) all wages then due or payable to employees of
Westfield engaged on the Project, (2) any payments then due or payable to
any Contractors of Westfield or any other Persons then performing services
in connection with the Project, and (3) any other items for which payment
is then due and payable, have in each such case been paid to the extent
Owner has paid all previous claims to Westfield, together with such
supporting documentation, lien waivers, title endorsements (which title
endorsements will be at Owner's cost) or releases as Owner may reasonably
require; and

(g) include any other sum payable by Owner to Westfield under this
Agreement.

Westfield shall not be entitled to include in any claim any sum for work carried
out, to be carried out or which is otherwise specified other than under the
provisions of this Agreement.

19.3 OWNER'S CERTIFICATE. Owner's Representative shall issue to Owner
(with a copy to Westfield) within ten (10) days after the date of receipt of
each claim by Owner's Representative a certificate that the whole of the amount
mentioned in such claim (and if not the whole, then the applicable portion
thereof) is reasonably payable for the work on the Project executed by Westfield
during the period to which the claim relates. In the event that Owner's
Representative is unable to certify the entire amount claimed for payment by
Westfield in the relevant claim, then Owner's Representative shall notify
Westfield and Owner within (10) days after the date of receipt of such claim,
which notice shall specify Owner's Representative's reasons for failing to
certify the entire amount claimed. If applicable, such notice also shall
identify any additional information or documentation which Owner's
Representative

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needs to review in order to certify the balance of the amount claimed for
payment in the claim. Westfield may resubmit the claim, together with any
additional information or documentation requested by Owner's Representative, in
which case the procedures of this Section 19.3 shall apply once again. In the
event that Westfield disputes Owner's Representative's failure to issue a
payment certificate for the entire amount of any claim, then Westfield may
submit the dispute for determination by an expert pursuant to the procedure
provided in Article 23. Notwithstanding any provision to the contrary in this
Agreement, Owner will not be obligated to pay to Westfield any amounts not
certified by Owner's Representative pursuant to this Section 19.3, unless an
expert has determined that such certificate should be issued pursuant to Article
23.

19.4 PAYMENT BY OWNER. Claims certified by Owner's Representative pursuant
to Section 19.3 shall be paid to Westfield within ten (10) days after the
receipt by Owner of the certificate issued by Owner's Representative. Payments
made by Owner to Westfield pursuant to this Section 19.4 shall be on account of
the payments required to be made by Owner to Westfield pursuant to Section 18.1
hereof (other than the Development Fee and the fees payable under the Leasing
Agreement). Neither payment by Owner nor possession of the work or materials
for which such payment is made constitutes Owner's acceptance of defective work
or waiver of subrogation.

19.5 PAYMENT OF DEVELOPMENT FEE. The Development Fee shall be paid to
Westfield as follows:

(a) Thirty-three and one third percent (33 1/3%) within seven (7)
days of the date of this Agreement;

(b) Thirty-three and one third percent (33 1/3%) when Westfield has
certified, and Owner's Representative has determined, that construction of
the Project is 50% complete (it being acknowledged that if there is a
dispute as to the foregoing, such dispute shall be resolved pursuant to the
procedure provided in Article 23); and

19.6 LIENS.

(a) If any mechanic's lien, materialman's lien, or other lien is
filed against the Project for work or labor performed or claimed to have
been performed, or

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goods, materials or services furnished or claimed to have been furnished
upon or with respect to the Project then subject to Westfield's right to
contest such lien as provided in Section 19.6(b), Westfield shall discharge
or cause the discharge of such lien within one hundred twenty (120) days
thereafter, or such shorter period as Owner may reasonably specify in the
event that Owner's interest in the Project (or the applicable portion
thereof) would otherwise be subject to loss or damage if the lien were not
removed within such shorter period. Any such lien may be discharged by
payment, release, or posting of a bond or other similar assurance in an
amount reasonably satisfactory to Owner, or Westfield shall obtain title
insurance against the enforcement of such lien reasonably satisfactory to
Owner. If such lien is discharged other than by recorded release, the same
must be reasonably satisfactory in form and substance to Owner.

(b) Westfield, at its sole cost and expense, may contest by
appropriate legal proceedings, promptly initiated and diligently conducted
in good faith, the amount, validity or application in whole or in part of
any lien if the effect of such contest or proceedings completely stays any
enforcement of the lien; provided that Westfield shall (i) provide Owner
with such assurance and security reasonably satisfactory to Owner assuring
Owner that no lien, charge, encumbrance, loss or damage of any kind
whatsoever can or will affect Owner's interest in the Project as a result
of Westfield's nonpayment or contest of any such lien, (ii) indemnify Owner
and defend and hold Owner harmless from and against all liability, costs,
claims, damages, interest, penalties and expenses in connection with or
arising from such contest, and (iii) diligently prosecute such contest in
good faith to a final determination.

(c) Upon the written request of Westfield, Owner shall either join in
such proceedings described in Section 19.6(b), or permit the same to be
brought in its name by Westfield, but in all cases at the sole cost and
expense of Westfield. Owner shall not be responsible for or subjected to
any liability for the payment of any costs, expenses, charges or other
amounts of any kind whatsoever in connection with any such proceedings, and
Westfield shall indemnify, defend and hold Owner harmless from any and all
such costs, expenses, charges, amounts and liabilities arising out of such
proceedings.

<PAGE>

ARTICLE 20

SECURITY

20.1 RETENTION FUND. Notwithstanding anything to the contrary contained
herein, Owner may withhold as a retention fund against defects and other faults
and as security for the due observance and performance by Westfield of its
duties and obligations hereunder an amount equal to ten percent (10%) of the
first fifty percent (50%) of the construction costs (the "Retention Fund") which
would otherwise be payable to Westfield under this Agreement except that no such
retention shall be held on purchase orders for goods, materials and equipment.

20.2 SUBSTITUTION OF LETTER OF CREDIT. If Westfield delivers to Owner an
irrevocable letter of credit, reasonably satisfactory in form and substance to
Owner in its sole discretion, from a bank or other financial institution
approved by Owner in its sole discretion pursuant to which such bank or
financial institution agrees to pay to Owner immediately on receipt of a demand
from Owner any amount or amounts which Owner would from time to time be entitled
to apply from the Retention Fund, such irrevocable letter of credit shall be
effective as security in lieu of the Retention Fund and Owner shall not be
entitled to withhold any costs of the Project pursuant to Section 20.1 up to the
amount of the letter of credit. If Westfield delivers such a letter of credit
to Owner, Owner will be entitled to draw on such letter of credit (a) if
Westfield has not delivered a replacement letter of credit otherwise complying
with the terms of this Section 20.2 on or before the date which is 30 days prior
to the expiration date of the then current letter of credit or (b) if Owner
would be entitled to apply funds held in the Retention Fund in accordance with
Section 20.3 below. Upon delivery of a letter of credit in compliance with this
Section, Owner shall pay to Westfield the amount of the Retention Fund then held
by Owner up to the amount of the letter of credit.

20.3 APPLICATION OF SECURITY. Owner shall have the right to apply or have
recourse to any security provided pursuant to this Article in:

(a) remedying any defects or faults which have not been rectified by
Westfield in the manner and time required pursuant to Section 13.1; or

(b) in any of the circumstances described in Section 16.1 (other than
Section 16.1(b)) or Section 16.2 of this Agreement and if the employment of
Westfield is terminated thereunder.

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Upon any such application of a portion of the Retention Fund, Owner shall have
the right to retain from future payments to Westfield of the Project Price the
amounts necessary to replenish the Retention Fund to the level required pursuant
to Section 20.1.

20.4 RELEASE OF SECURITY. The Retention Fund or any letter of credit
delivered to Owner in substitution therefor shall be held by Owner and shall be
maintained effective until the first anniversary of the Date of Substantial
Project Completion whereupon Owner shall pay to Westfield any part of the
Retention Fund which has not been applied to remedy any defects or released
under Section 20.2 and shall release any letter of credit given under Section
20.2 except in respect of any amounts for which a demand has been made and has
not been satisfied, provided that as and from six months after the Date of
Substantial Project Completion the amount of the Retention Fund or the Letter of
Credit shall be reduced to an amount equal to two and one-half per cent (2.5%)
of the Project Price (which remaining balance shall be released on the first
anniversary of the Date of Substantial Completion of the Project).

ARTICLE 21

SUBSTANTIAL PROJECT COMPLETION/SUBSTANTIAL
STAGE COMPLETION

21.1 NOTICE OF SUBSTANTIAL PROJECT COMPLETION. When Westfield believes
that the Project has reached Substantial Project Completion it shall give
written notice to Owner's Representative to that effect together with a list of
any punch list items requiring completion known to Westfield (without any
obligation to inspect).

21.2 INSPECTION; CERTIFICATION OF SUBSTANTIAL PROJECT COMPLETION. Owner's
Representative shall within fifteen (15) days after receiving a notice under
Section 21.1 arrange for a joint inspection of the Project with the Westfield
Representative. Within ten (10) days after the completion of such inspection,
Owner's Representative shall:

(a) agree with the notice and certify to Westfield that the Project
has achieved Substantial Project Completion, as of the date of the delivery
of Westfield's notice under Section 21.1.

(b) give written notice to Westfield of any work which Owner's
Representative reasonably considers should be undertaken by Westfield in
order to have

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the Project reach Substantial Project Completion. It is acknowledged that
in determining whether work is required in order to bring the Project to
Substantial Project Completion for the purposes of this Section 21.2,
without limiting Westfield's obligations under Section 13, the Owner's
Representative shall not take into account any defects which do not prevent
the Project from being substantially complete or reasonably fit for use or
occupation.

21.3 REINSPECTION. When Westfield believes it has rectified the defects of
which it has been notified under Section 21.2(b), it shall give written notice
to Owner's Representative to that effect, and subject to the provisions of
Section 23.8, the provisions of Section 21.2 shall reapply until Owner's
Representative issues a certificate of Substantial Project Completion under
Section 21.2(a).

21.4 DEEMED SUBSTANTIAL PROJECT COMPLETION. If Owner's Representative does
not arrange for a joint inspection under Section 21.2 within fifteen (15) days
after receipt of any inspection request from Westfield, or fails to issue a
notice under Section 21.2(b) within ten (10) days after the completion of any
joint inspection, then the Project shall be deemed to have reached the stage of
Substantial Project Completion as of the date of the delivery of Westfield's
notice pursuant to Section 21.1 or 21.3, as applicable. Notwithstanding the
foregoing, the provisions of this Section 21.4 shall not apply in the event that
Owner shall have used its good faith efforts to arrange an inspection of the
Project but shall have been unable to do so due to the failure of Westfield to
reasonably cooperate.

21.5 PUNCHLIST. Together with or promptly after Owner's certification of
Substantial Project Completion under Section 21.2(a), Owner shall issue to
Westfield a list of those defects or unfinished items in the Project ("punchlist
items") which do not prevent the Project from achieving Substantial Project
Completion, but which Westfield is required to rectify under the provisions of
this Agreement and Owner shall set a timetable for the completion of all work
necessary to remedy those punchlist items. The provision of any such list of
punchlist items shall not prejudice Owner's rights during the Warranty Period
pursuant to Article 13.

21.6 SUBSTANTIAL STAGE COMPLETION.

(a) Any part of the Project designated as a Stage by Owner shall be
handed over to Owner in accordance with this Section 21.6.

(b) Upon handover by Westfield to Owner (or to an Occupant) of any
Stage of the Project referred to in Section 21.6(a), Occupants and any
Persons authorized by Owner shall have such timely and cost-effective
access through the

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Development Site or any part thereof remaining under the control of
Westfield as is reasonably necessary to enable them to use that Stage or
the parts thereof handed over for construction of Occupant's Improvements
or occupancy (or for other purposes as may be reasonably designated by
Owner).

(i) Westfield shall issue to Owner's Representative a written
notice identifying that Stage of the Project which Westfield considers
is substantially completed and ready for handover to Owner, together
with a list of any punchlist items requiring completion in such Stage
known to Westfield (without any obligation to inspect), which
Westfield believes should not prevent such Stage from achieving
Substantial Stage Completion.

(ii) Within fifteen (15) days after the receipt by Owner's
Representative of a notice from Westfield as referred to in paragraph
(c)(i), Owner's Representative shall arrange for a joint inspection of
such Stage with the Westfield Representative and a representative of
any relevant Occupant. Within ten (10) days after that inspection
Owner's Representative shall:

(1) issue to Westfield a written notice that Owner accepts
handover of the Stage of the Project referred to in Westfield's
notice, and that Substantial Stage Completion with respect to that
Stage has been achieved as of the date of the delivery of Westfield's
notice under Section 21.6(c)(i); or

(2) give written notice to Westfield of any work which Owner's
Representative reasonably considers should be undertaken by Westfield
in order to have the Stage reach Substantial Stage Completion. It is
acknowledged that in determining whether work is required in order to
bring any Stage to Substantial Stage Completion for the purposes of
this Section 21.6(c)(ii)(2), without limiting Westfield's obligations
under Section 13, the Owner's Representative shall not take into
account any defects which do not prevent the Project from being
substantially complete or reasonably fit for use or occupation.

(iii) When Westfield believes it has rectified the defects of
which it has been notified under subparagraph (c)(ii)(2) of this
Section 21.6, it shall issue to Owner's Representative a further
notice, which notice shall be deemed to be a notice under paragraph
(c)(i) and thereupon, subject to the provisions of Section 23.8, the
provisions of paragraph (c)(ii) shall reapply until Owner's

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Representative issues a notice of Substantial Stage Completion of the
applicable Stage under Section 21.6(c)(ii)(1).

(iv) Should Owner's Representative fail to arrange for a joint
inspection under Section 21.6(c)(ii) within the fifteen (15) day
period referred to in that paragraph, or fail to issue any notice
under Section 21.6(c)(ii) within the ten (10) day period referred to
therein, then Owner shall be deemed to have accepted the Stage of the
Project specified in the notice issued by Westfield and such stage
shall be deemed to have achieved Substantial Stage Completion as of
the date of the delivery of Westfield's notice under Section
21.6(c)(i). Notwithstanding the foregoing, the provisions of this
Section 21.6(c)(iv) shall not apply in the event that Owner shall have
used its good faith efforts to arrange an inspection of the applicable
Stage of the Project but shall have been unable to do so due to the
failure of Westfield to reasonably cooperate.

(d) The acceptance by Owner from Westfield of the handover of any
Stage of the Project pursuant to the provisions of Section(c)(ii)(1) shall
not be deemed to be Substantial Project Completion of the Project, nor any
part of the Project other than the applicable Stage.

(e) Together with or promptly after Owner's certification of
Substantial Stage Completion of any Stage under Section 21.6(c)(ii)(1),
Owner's Representative shall issue to Westfield a list of those defects or
unfinished items in any Stage (collectively, "punchlist items") which do
not prevent the Stage from achieving Substantial Stage Completion but which
Westfield is required to rectify under the provisions of this Agreement and
Owner shall set a timetable for the completion of all work necessary to
remedy those punchlist items. The provision of a list of punchlist items
under this Section shall not preclude Owner's rights during the Warranty
Period pursuant to Article 13. Following acceptance by Owner of the
handover of any Stage of the Project pursuant to the provisions of Section
21.6(c)(ii)(1) Owner shall reimburse to Westfield the reasonable costs
incurred by Westfield in repairing any injury or damage to any property
located therein and to the Stage or Stages of the Project handed over to
Owner where the injury or damage is caused by the occupation of that Stage
or those Stages of the Project by Owner or an Occupant.

21.7 LIQUIDATED DAMAGES. If Westfield fails to achieve Substantial Project
Completion by the Date for Substantial Project Completion (as such date may be
extended or brought forward from time to time pursuant to Article 7), then
Westfield shall pay or allow to Owner by way of liquidated damages the sum
designated in the Construction Schedule for each day which elapses between the
Date for Substantial

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Project Completion and the Date of Substantial Project Completion.
Notwithstanding the foregoing, any period of time greater than five (5) days
between the delivery of a completion notice by Westfield under Section 21.1 or
21.3 and the actual date of the applicable joint inspection shall be excluded
from the calculation of liquidated damages with respect to Substantial Project
Completion, unless such delay was caused by the failure of Westfield or an
Affiliate of Westfield to cooperate in the inspection of the Project. The
parties acknowledge and agree that the actual damages that would be suffered by
Owner upon the failure of Westfield to achieve Substantial Project Completion by
the Date for Substantial Project Completion would be extremely difficult or
impossible to ascertain, and that the liquidated damages referred to in this
Section are a genuine and reasonable estimate of the financial losses which will
result to Owner if Westfield fails to achieve Substantial Project Completion by
the Date for Substantial Project Completion.

ARTICLE 22

FINAL STATEMENT AND FINAL CERTIFICATE

22.1 WESTFIELD'S FINAL STATEMENT. As soon as practicable but not before
the first anniversary of the Date of Substantial Project Completion, or the
expiration of the Warranty Period for any Remedial Work performed by Westfield
under Article 13 prior to such anniversary, Westfield shall submit to Owner's
Representative a Final Statement which shall specify in detail:

(a) the Project Price as adjusted under this Agreement;

(b) the total of all amounts paid to or at the direction of Westfield
pursuant to this Agreement; and

22.2 REQUESTS FOR FURTHER INFORMATION. Owner's Representative may within
twenty (20) days after its receipt of Westfield's Final Statement request in
good faith further information necessary to enable Owner's Representative to
substantiate Westfield's claim.

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22.3 OWNER'S FINAL CERTIFICATE. Owner's Representative shall issue to
Westfield a Final Certificate and a statement showing the difference (if any)
between the amount included in the Final Statement submitted by Westfield under
Section 22.1(c) and the amount of the Final Certificate within ten (10) days of
the last to occur of the following:

(a) the receipt by Owner's Representative of the Final Statement;

(b) the receipt of any further information requested by Owner's
Representative under Section 22.2;

(c) the receipt by Owner of copies of all warranties, certificates,
records, drawings and other documents to be provided to Owner under this
Agreement, including, without limitation, the documents referenced in
Section 24.2;

(d) Owner's receipt from Westfield of evidence of Westfield's
compliance with Article 26;

(e) Westfield having remedied any defects or faults under Article 13
discovered prior to the first anniversary of the Date of Substantial
Completion and completed all punchlist items under Section 21.5;

(f) Westfield's delivery to Owner of a certification that all wages
then due to Westfield's employees and Contractors engaged on the Project
have been paid, accompanied by lien waivers and/or releases from liens and
claims for payment from all Contractors in a form reasonably satisfactory
to Owner, subject to Section 19.6; and

(g) the receipt by Owner of a permanent certificate of occupancy for
the Project and all other Consents necessary for the Project, duly issued
by all Authorities having jurisdiction.

Any dispute between Owner and Westfield as to the amount set forth in the Final
Certificate shall be resolved by expert arbitration pursuant to Article 23.

22.4 PAYMENT TO OWNER. If the final balance in the Final Certificate shows
an amount due by Westfield to Owner, Westfield shall within ten (10) days after
delivery to Westfield of the Final Certificate pay to Owner the amount due.

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22.5 PAYMENT TO WESTFIELD. If the final balance in the Final Certificate
shows an amount due by Owner to Westfield, Owner shall within ten (10) days
after delivery to Westfield of the Final Certificate pay that amount to
Westfield.

22.6 NO ADMISSION BY OWNER. The issuance of a Final Certificate shall be
conclusive only as to the matters certified and shall not constitute an
admission by Owner in relation to other matters including any admission that the
Project conforms in all respects with the requirements of this Agreement nor
shall it prejudice any claim which Owner may have against Westfield.

ARTICLE 23

DETERMINATION OF DISPUTES OR DIFFERENCES

23.1 NEGOTIATED RESOLUTION; LITIGATION. If a dispute or difference arises
between Westfield and Owner either during the progress of the Project or after
the termination, abandonment or breach of this Agreement, as to the construction
of this Agreement or as to any matter or thing whatsoever arising under or in
connection with this Agreement or the Development or construction of the
Project, including any termination hereof or Owner's issue or failure to issue
any certification, approval, order or direction hereunder with respect to any
matter or thing, then either party shall promptly notify the other party of the
dispute or difference. If the parties fail to resolve the dispute or difference
within ten (10) days after delivery of such notice, each party shall within a
further five (5) days nominate a representative to meet at a mutually convenient
location. If the representatives are unable to resolve the dispute to the mutual
satisfaction of the parties within ten (10) days after such nominations, then
subject to Sections 23.2 and 23.3, either party shall have the right to pursue
the resolution of the dispute or difference by litigation.

23.2 REFERRAL OF DISPUTE TO EXPERT BY BOTH PARTIES. If within the ten (10)
day period following the commencement of the representatives' meeting, the
representatives are unable to resolve the dispute and the representatives agree
that resolution of the dispute or difference may be resolved by an expert, then
the representatives shall cause a resolution to that effect signed by each of
the representatives to be sent to the parties to this Agreement, and the
execution by the representatives of that resolution shall constitute a binding
agreement by each of the parties not to proceed to litigation with respect to
the dispute or difference.

23.3 REFERRAL OF DISPUTE TO EXPERT BY SINGLE PARTY. If a dispute or
difference arises between Owner and Westfield hereunder:

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(a) relating to the determination of the sum of a monetary
entitlement and any finding of fact necessary to that determination,
including the cost or timing consequences of any Change Order or Proposed
Change Order the achievement of a designated level of construction of the
Project, the amount of any progress payment to be paid by Owner or the
amount set forth on the Final Certificate; or

(b) relating to the interpretation of the Plans and Specifications,
the comparison of any work performed to the Plans and Specifications, or
any technical aspects of the construction of the Project; or

(c) relating to the determination of defects in the Project requiring
Remedial Work by Westfield pursuant to Section 13.1; or

(d) relating to the satisfaction of the applicable requirements for
Owner's certification of Substantial Stage Completion, Substantial Project
Completion or Final Completion, or for Owner's release of any portion of
the retention pursuant to Section 20.4; or

(e) relating to the satisfaction of the applicable requirements for
the issuance of any certificate of payment pursuant to Section 19.3, or any
other dispute with respect to Owner's obligation to make any payments
pursuant to Article 18 or Article 19; or

(f) relating to the insurance coverage maintained by Westfield or the
Subcontractors pursuant to Article 14 or Article 15; or

(g) the determination of the appropriate time consequences of any
Change Order, Proposed Change Order or Acceleration Direction, or the
determination of appropriate time periods hereunder, including without
limitation time periods with respect to any construction delay or Owner's
exercise of its review or approval rights hereunder;

then, if any such dispute or difference is not resolved by the parties within
ten (10) days after the delivery of a dispute notice by either party to the
other, then Westfield or Owner may by delivering a written notice to the other
elect to refer the dispute or difference to an expert for resolution under this
Article without the agreement of the other party. The finding of the expert
with respect to any dispute or difference referred to expert arbitration
pursuant to Section 23.2 or this Section 23.3 shall be binding upon Westfield
and Owner and shall not be appealable.

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23.4 SELECTION OF EXPERT. If a resolution delivered pursuant to Section
23.2 or a notice delivered pursuant to Section 23.3 provides for the appointment
of an expert to review and report on a dispute or difference, then the parties
shall mutually agree upon an expert within a period of ten (10) days after the
delivery of the notice under Sections 23.2 or 23.3. If the parties cannot agree
on an expert, Owner shall prepare a list of five proposed experts and Westfield
shall select one of the persons on such list within ten (10) days after
Westfield's receipt thereof. Any expert proposed or selected shall not be a
Related Person or employee of Owner, shall be unbiased and shall have at least
ten (10) years appropriate experience in the development and construction of
regional shopping centers in the United States.

23.5 EXPERT'S INQUIRIES AND INVESTIGATIONS. The expert nominated pursuant
to Section 23.4:

(a) shall be entitled to rely on such expert's own expertise to
initiate any inquiries or investigations which such expert considers
necessary or desirable for the purposes of properly investigating the issue
in dispute; and

(b) shall determine and inform the parties of a time not later than
ten (10) days after such expert's appointment for the setting of a
timetable for the presentation by each of the parties of their respective
views on the issue in dispute.

23.6 PARTIES' RIGHT TO CROSS-EXAMINE. At any presentation conducted by the
expert each party shall be given an equal opportunity by way of reply to comment
on or cross-examine the submissions made by the other party. The expert shall
determine the procedures to be followed.

23.7 EXPERT'S FINDING. The expert shall issue a finding on the issue in
dispute with written reasons as promptly as possible but in any event within
fifteen (15) days after the close of the presentations referred to in Section
23.6.

23.8 EXPERT'S CERTIFICATION OF COMPLETION. If the dispute referred to the
expert is a dispute under Section 21.2 or Section 21.6(c)(ii) the expert shall,
in addition to making a finding on any other issue referred, make a finding as
to whether Substantial Project Completion or Substantial Stage Completion has
been achieved and the expert shall, as part of the finding, issue such notice or
certificate as such expert considers appropriate and that notice or certificate
shall be deemed, for all purposes of this Agreement, to be a certificate of
Substantial Project Completion or Substantial Stage Completion, as the case may
be, issued by Owner's Representative.

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23.9 PARTIES' COOPERATION. Owner and Westfield shall each make available
to the expert any documents and provide any other assistance which the expert
may require, including access to their respective staff, agents or consultants
to assist the expert in resolving any dispute within the ambit of this Article.

23.10 COSTS OF EXPERT. The fees for and all costs, expenses and
disbursements incurred by any expert appointed hereunder shall be paid in equal
shares by Westfield and Owner.

23.11 BINDING EFFECT. The finding of the expert shall be binding on both
parties.

23.12 OTHER RIGHTS AND OBLIGATIONS NOT AFFECTED. If a dispute arises as to
the entitlement of Westfield to part only of any sums claimed by Westfield or
part only of an extension of time claimed by Westfield, then Owner shall pay to
Westfield any sum or grant to Westfield any time extension not disputed by
Owner. Notwithstanding the existence of a dispute, each party shall continue to
perform its respective other obligations under this Agreement, including Owner's
obligation to make progress payments pursuant to Article 19. Any right
contained in this Agreement on the part of Westfield to suspend work or
terminate this Agreement shall be subject to the resolution of the dispute
pursuant to this Article 23.

ARTICLE 24

PROJECT DOCUMENTATION

24.1 DESIGN DOCUMENTS. Westfield will in the development and execution of
the design for the Project prepare such plans and specifications (in addition to
the Plans and Specifications referred to in Schedule II), working drawings and
other usual design documents (collectively, the "design documents") as are
necessary or desirable to carry out the development and execution of the
Project. Copies of the design documents will be provided to Owner's
Representative for Owner's review and reasonable approval as soon as reasonably
practicable after their preparation. Owner's approval, however, shall not be
required to the extent that the design documents are in every material sense,
including quality requirements, in conformity with or a logical evolution from
the design intent of the Plans and Specifications (taking into account Owner's
previous requirements for such design documents). In the event that any
component of such design documents is inconsistent with or not a logical
evolution from the design intent of the Plans and Specifications, then such
component shall be subject to Owner's reasonable approval. Owner's approval or

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rejection of any such component of the design documents shall be given in
writing by Owner not later than the end of the review period reasonably
specified by Westfield in its submission of such design documents (the
"specified period"), which will in no event be less than ten (10) days after
Owner's receipt thereof. If within the specified period after the receipt of
any design documents Owner's Representative notifies Westfield that it is not
practicable for Owner to respond within the specified period and fixes a
reasonable period within which Owner's review will be completed, then the review
period shall be the period specified by Owner's Representative after receipt by
Owner's Representative of copies of the design documents. If Owner has not
notified Westfield of its rejection or acceptance of any of the design documents
within the specified period or the reasonable period nominated by Owner's
Representative (as the case may be), then the applicable design documents shall
be deemed to be approved by Owner.

24.2 FINAL PLANS AND SPECIFICATIONS. Within six (6) months after the Date
of Substantial Project Completion, Westfield shall prepare and deliver to Owner
copies of the final plans and Specifications for the Project, which shall
include copies of all as-built drawings received by Westfield from its
Contractors in the normal course of business. Promptly after the Date of
Substantial Completion, Westfield shall deliver to Owner original comprehensive
maintenance and operating manuals in form and content reasonably acceptable to
Owner relating to the operation and maintenance of all equipment installed in
the Project.

24.3 PROJECT MEETINGS. Throughout the course of construction of the
Project, Westfield shall convene project meetings to be held at the Development
Site (or at such other location as may be mutually agreed) at least once each
month (or more frequently if requested by Westfield) at a time mutually
acceptable to all parties entitled to attend, and for this purpose shall provide
advance written notice to Owner's Representative of the time and location of
such project meeting, and Owner's Representative shall be entitled to attend
such project meetings. Westfield shall cause the appropriate experienced
representatives to attend all such project meetings.

24.4 MONTHLY PROGRESS REPORTS. Westfield shall provide to Owner at least
once a month a progress report on the design and construction of the Project in
form and content reasonably satisfactory to Owner which report shall contain the
information specified in SCHEDULE V.

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ARTICLE 25

ASSIGNMENT OF WARRANTIES AND GUARANTEES

Westfield shall if so required by Owner assign to Owner the benefit of any
guarantees and warranties procured in the course of the construction of the
Project. If the benefit of any such guarantees or warranties cannot be
assigned, the same shall be held in trust by Westfield for Owner after the date
of receipt of the Final Certificate, and Westfield shall if so required by Owner
and subject to the provisions of this Agreement, at Owner's cost, enforce those
guarantees and warranties for the benefit of Owner. The provisions of this
Article 25 shall survive any termination of this Agreement.

ARTICLE 26

CERTIFICATE OF COMPLIANCE

26.1 PRELIMINARY CERTIFICATES. Westfield shall use its diligent, good
faith efforts to obtain all relevant Consents and certificates of compliance
(including certificates of occupancy, where applicable) issuable by relevant
Authorities in connection with the construction and right of occupation of the
Project and shall give access to the Development Site to any Authority for that
purpose, and all costs and fees associated with obtaining such certificates
shall be included in the Project Price. Owner acknowledges that for the purpose
of achieving Substantial Project Completion, Westfield shall be required to
obtain only a temporary certificate of occupancy from the relevant Authority
covering all applicable portions of the Project excluding any portions of
Leasable Areas with respect to which Westfield is not responsible for the
construction of the Occupant's Improvements.

26.2 FINAL CERTIFICATES. As a condition precedent to the issuance of a
Final Certificate for the Project Westfield shall deliver to Owner a final
unconditional certificate of occupancy and, to the extent that such certificates
can reasonably be obtained, a certificate from each consultant engaged by it for
the Project certifying that each relevant part or parts of the Project for which
that consultant has provided professional services, conforms in all material
respects with the applicable requirements of this Agreement.

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ARTICLE 27

INTEREST

Where the whole or any part of a claim made by Westfield under, and
certified where necessary pursuant to, Article 18, 19 or 22 hereof is not paid
to Westfield by Owner when due, then in addition to all other rights and
remedies of Westfield hereunder, at law or in equity, Owner shall pay to
Westfield in respect of each day during which the whole or part of such claim
remains unpaid, interest on the unpaid amount of such claim (or where such claim
has been referred for determination under Article 23, interest on the unpaid
portion of the amount determined payable thereunder) at the rate which is the
lesser of (i) two (2%) per annum over the Prime Rate or (ii) the maximum rate
permitted by applicable law, such payment to be made no later than the Date of
Substantial Project Completion or, with respect to payments pursuant to Article
22, upon Final Completion of the Project.

ARTICLE 28

NOTICES

28.1 IN WRITING; ADDRESS. All notices, demands, requests, consents,
reports, submissions, deliveries and other communications provided for in this
Agreement (collectively, "Notices") shall be in writing, shall be given a method
prescribed in Section 28.2, and shall be given to the applicable party at the
address set forth below.

If to Owner as follows:

[Owner]
c/o CenterMark Properties, Inc.
11601 Wilshire Blvd.
12th Floor
Los Angeles, CA 90025
Attn: President
Fax: 310-444-4071

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If to Westfield:

[Westfield Corporation, Inc.]
11601 Wilshire Blvd.
12th Floor
Los Angeles, CA 90025
Attn: Executive Director
Fax: 310-444-9071

Westfield or Owner may change the address to which Notices are to be delivered
hereunder by giving written notice thereof to Owner or Westfield, as applicable.

28.2 METHODS. Any Notice may be delivered by United States certified mail,
return, receipt requested, postage prepaid, or by hand delivered or nationally
recognized overnight courier which maintains evidence of receipt or by facsimile
transmission (with confirmed receipt). All Notices shall be deemed effective
when received by all applicable parties at the addresses set forth above (as
such addresses may be changed as provided in Section 28.1). Notwithstanding the
foregoing, no Notice shall be deemed ineffective because of any party's refusal
to accept delivery at the address specified for the giving of such notice in
accordance herewith.

28.3 RESPONSE PERIOD. Any Notice which is intended to initiate a response
period provided in this Agreement must specifically reference such response
period in order to effectively initiate such response period.

ARTICLE 29

OWNER'S GUARANTEE

Owner's obligations under this Agreement have been guaranteed by CenterMark
Properties Inc., a Missouri corporation, pursuant to a certain Guaranty
Agreement of even date herewith.

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ARTICLE 30

GOVERNING LAW

This Agreement shall be constructed and take effect in accordance with and
the obligations of the parties hereto shall be governed by the laws of the State
of New York.

ARTICLE 31

CAPACITY AND AUTHORITY

Each party to this Agreement warrants to each other party hereto that it
has the capacity, and has obtained all necessary authorizations and passed all
necessary resolutions required, to enter into this Agreement, and has validity
executed and delivered this Agreement.

ARTICLE 32

ASSUMPTION

In the event that Owner sells or transfers the Center prior to the Date of
Substantial Project Completion (the "Sale Interest"), then Owner shall cause the
transferee of the Sale Interest to execute an agreement with Westfield, whereby
the transferee assumes and becomes bound by the obligations of Owner arising
subsequent to the date of such sale, and becomes entitled to the rights of Owner
under this Agreement, to the extent of the Sale Interest. If requested by
Westfield, Owner shall also cause the transferee to furnish a guarantee to
Westfield with respect to the transferee's obligations hereunder from an entity
with a net worth reasonably satisfactory to Westfield. Upon compliance by the
transferor and the transferee with the provisions of this Article 32, Owner and
any guarantor of Owner's obligations hereunder shall be released with respect to
obligations and liabilities arising under this Agreement from and after the
effective date of such transfer, to the extent of the Sale Interest. This
provision shall not apply to the mortgage or pledge of Owner's interest under
this Agreement or to the foreclosure of or other realization upon any such
mortgage or pledge.

<PAGE>

ARTICLE 33

OWNER'S REPRESENTATIONS AND WARRANTIES

Owner represents and warrants as at the date of this Agreement that:

(i) it is a [ ] duly organized, incorporated
and in good standing under all applicable Legal Requirements and has
all requisite power and authority to enter into and observe its
obligations under this Agreement;

(ii) it has and will continue to have or have available to it
during the term of this Agreement, the financial capacity necessary to
comply with its obligations under this Agreement;

(iii) it has in full force and effect all authorizations
necessary to enter into this Agreement and to perform its obligations
under this Agreement and allow them to be enforced;

(iv) its warranties and obligations contained in this Agreement
as at the date of this Agreement are valid and binding on it;

(v) it is not, in relation to the performance of its
obligations under this Agreement, in material default under any Legal
Requirement (whether or not at law or in equity) or other obligation
(including any contractual or fiduciary obligation);

ARTICLE 34

GENERAL

34.1 FURTHER ASSURANCES. In connection with this Agreement, as well as all
transactions contemplated by this Agreement, each party agrees to execute and
deliver such additional documents and instruments, and to perform such
additional acts as may be necessary or reasonably appropriate to effectuate,
carry out and perform all of the terms, provisions and conditions of this
Agreement, and all such transactions.

34.2 CONSENT TO JURISDICTION.

(a) Except with respect to those disputes to be resolved by expert
arbitration as provided in Article 23, each party submits to the non-exclusive
jurisdiction of the

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courts of the State of New York. Each party waives any right it has to object
to an action being brought in those courts including, without limitation, by
claiming that the action has been brought in an inconvenient forum or that those
courts do not have jurisdiction.

(b) Without preventing any other mode of service, any document in an
action (including, without limitation, any writ of summons or other originating
process or any third or other party notice) may be served on any party by being
delivered to or left for that party at its address for service of notices and in
the manner prescribed therefor under Article 28.

34.3 PRONOUNS. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require. Words importing the singular shall be
deemed to embrace the plural and vice versa.

34.4 REFERENCES TO THIS AGREEMENT. All references to numbered or lettered
Articles, Sections, paragraphs and sub-paragraphs herein contained refer to the
Articles, Sections, paragraphs and sub-paragraphs of this Agreement unless
otherwise expressly stated.

34.5 HEADINGS. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

34.6 BINDING EFFECT. Except as herein otherwise expressly provided to the
contrary, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective heirs, legal representatives, successors
and permitted assigns.

34.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement.

34.8 AMENDMENTS. This Agreement may not be amended, altered or modified
except by a written instrument signed by each of the parties hereto.

34.9 SEVERABILITY. Every provision of this Agreement is hereby declared to
be independent of, and separable from, every other provision of this Agreement.
To the extent any such provision shall be held to be invalid or unenforceable,
such provision shall be deemed not to exist in this Agreement and any such
holding shall

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be without effect upon the validity or enforceability of any other provision of
this Agreement. It is the intention of the parties hereto that, in lieu of each
provision of this Agreement which is determined to be invalid or unenforceable,
there shall be added, as part of this Agreement, such an alternative clause or
provision as may be valid or enforceable but otherwise as close to the
applicable original provision as possible.

34.10 WAIVER. No waiver of any provision of this Agreement shall be deemed
to or shall constitute a waiver of any other provision (whether or not similar)
nor shall such waiver constitute a continuing waiver unless otherwise expressly
provided. Failure on the part of any party to complain of any act of any other
party, or to declare any other party in default, irrespective of how long such
failure continues, shall not constitute a waiver by such party of its rights
hereunder.

34.11 NO THIRD PARTY BENEFICIARY. This Agreement is made for the exclusive
benefit of the parties hereto, their executors, administrators, successors and
assigns herein permitted (including, without limitation, persons taking by
novation or accession) and except as otherwise expressly provided not for any
third party as a third party beneficiary or otherwise. Except as otherwise
specifically provided, nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto, their
executors, administrators, successors and assigns herein permitted, any rights
or remedies by reason of this Agreement.

34.12 INDEMNITIES.

(a) Westfield hereby agrees to indemnify, defend and protect Owner and its
officers, directors and managers (each such person collectively called "the
indemnified parties" for the purposes of this Section 34.12(a)) against all
claims, losses, causes of action, damages, costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses incurred in good
faith and court costs) incurred by the indemnified parties by reason of any
claim or demand being made upon or any action taken against the indemnified
parties arising directly out of (i) any willful misconduct or negligent or
fraudulent act by Westfield, any Affiliate of Westfield, or (ii) any lien or
similar right against all or any portion of the Land, the Center or the Project
(or any supplies, materials or equipment incorporated into the Project) which
may be filed in connection with the Project, provided that Owner shall have paid
to Westfield the applicable progress payments (or portions thereof) to which
such lien or similar right relates. The indemnified parties shall, in good
faith, endeavor to notify Westfield in writing as to every such claim, demand or
action against the indemnified parties within ten (10) days after they becomes
aware that such claim or demand has been made or such action has been taken,
provided, however, that failure to notify

<PAGE>

Westfield does not limit Westfield's liability under this Section 34.12(a) to
the extent such failure does not adversely affect Westfield's rights with
respect to such claim.

(b) Owner hereby agrees to indemnify, defend and protect Westfield and
each of its respective officers, directors and managers (each such person
collectively called "the indemnified parties" for the purposes of this Section
34.12(b)), and hold each of the indemnified parties harmless against all claims,
losses, causes of action, damages, costs, expenses and liabilities (including,
without limitation, attorneys' fees and expenses incurred in good faith and
court costs) incurred by the indemnified parties by reason of any claim or
demand being made upon or any action taken against the indemnified parties
arising directly out of (i) any willful misconduct or negligent or fraudulent
act by Owner, except to the extent a member of the Westfield Group is
responsible for such willful misconduct or negligence or fraud of Owner, or (ii)
any act taken or omission made by Westfield in the performance of its
obligations hereunder, provided that such act or omission was not the result of
the negligence or willful misconduct or fraudulent act of Westfield or its
Affiliate. The indemnified parties shall, in good faith, endeavor to notify
Owner in writing as to every such claim, demand or action against the
indemnified parties within ten (10) days after they become aware that such claim
or demand has been made or such action has been taken, PROVIDED, HOWEVER, that a
good faith failure to notify Owner does not limit Owner's liability under this
Section 34.12(b) to the extent such failure does not adversely affect
Westfield's rights with respect to such claim.

34.13 ATTORNEYS' FEES.

(a) All parties to this Agreement must pay their respective legal costs
and disbursements associated with the preparation, negotiation and execution of
this Agreement, and any modification hereof.

(b) In any judicial action between the parties to enforce any of the
provisions of this Agreement or any right of any party under this Agreement,
regardless of whether such action or proceeding is prosecuted to judgment and in
addition to any other remedy, the unsuccessful party shall pay to the prevailing
party all reasonable costs and expenses incurred therein by the prevailing
party, including, without limitation, all reasonable attorneys' fees and
expenses and court costs.

<PAGE>

34.14 SCHEDULES. All Schedules attached hereto are hereby expressly
incorporated herein to the same extent and with the same effect as if fully set
out herein.

34.15 HEREIN. Wherever used in this Agreement, the words "herein",
"hereof" or words of similar import shall be deemed to refer to this Agreement
in its entirety and not to a specific section unless otherwise stated.

34.16 CUMULATIVE RIGHTS. Unless otherwise provided in this Agreement, all
rights, privileges, and remedies afforded the parties by this Agreement shall be
cumulative and in addition to, and not exclusive of, any other rights, remedies
and benefits allowed by law or equity to any party and the exercise of any one
of such remedies shall not be deemed to be a waiver of any other right, remedy
or privilege provided for herein or available at law or equity.

34.17 OBJECT OF AGREEMENT. The object of this Agreement is the provision
of services, and any transfer of tangible property under this Agreement is
incidental to the services to be provided under this Agreement.

<PAGE>

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

OWNER:

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

WESTFIELD:

WESTFIELD CORPORATION, INC.

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

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SCHEDULE I

DESCRIPTION OF LAND

The following Land situated at more particularly described as:

<PAGE>

SCHEDULE II

PLANS AND SPECIFICATIONS

[Schedule II shall refer to any Plans and Specifications which have been agreed
to by Westfield and Owner prior to the date of the Development Agreement.]

<PAGE>

SCHEDULE III

SCOPE OF PROJECT

[We intend that the parties shall have agreed upon the scope of the Project by
the date of execution of the Development Agreement.]

<PAGE>

SCHEDULE IV

PROJECT BUDGET

[As with Schedule III regarding the scope of the Project, we intend that the
parties shall have agreed upon the Approved Budget for the Project by the date
of execution of the Development Agreement, and that the Approved Budget be
attached as Schedule IV.]

<PAGE>

SCHEDULE V

MINIMUM CONTENT OF MONTHLY REPORTS

(a) a report on design progress and Contract documentation;

(b) a report on construction progress and the awarding of Contracts;

(d) details of and recommendations on proposed changes in the Construction
Schedule;

(e) reports on all contractual matters including Variations, other claims and
progress payments;

(f) quality control reports;

(g) an up-to-date drawing schedule;

(h) early advice of any matter, event or thing which may affect the progress,
cost or quality of the Project;

(i) such other material and information as Owner may reasonably require to keep
it informed on all aspects of the Project; and

(j) changes to the Approved Budget and the reasons for those changes and a
monthly update showing, among other things, a comparison of the Approved
Budget and the Project Price paid to date.

<PAGE>

SCHEDULE VI

VALUATION OF CHANGE ORDERS

The value of Change Orders to the Project made under Section 4 shall be by
agreement between Westfield and Owner's Representative. Unless the parties
agree otherwise the valuation of Change Orders shall be the cost determined by
reference to the Project Rates for labor and materials. For this purpose the
Project Rates for labor and materials shall be the rates specified or used in
the Bill of Quantities or other document containing a breakdown of the Project
Price as agreed between Owner and Westfield or otherwise between Westfield and
the Owner's Representative for the purpose of determining the economic terms of
the Development Agreement.

The Project Rates shall include the value of site allowances, extension of time
risk, out of hours working premiums and escalation to the end of the contract
period or whenever the Project is carried out together with any other agreed
risk element. To this there shall be added an amount of ten percent (10%) with
respect to design costs (where applicable), an amount of five percent (5%) with
respect to development services (where applicable) and a Westfield margin which
shall not exceed the Westfield margin included in the Project Price amount
referred to in Section 18.1.

<PAGE>

EXHIBIT B

FORM OF LEASING AGREEMENT

<PAGE>

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

LEASING AGREEMENT

between

[OWNER OF SHOPPING CENTER], AS OWNER*

and

[WESTFIELD CORPORATION, INC.],
AS LEASING AGENT.

Dated as of [________]

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

* If the Owner is an Affiliate of CenterMark Properties, Inc., the
obligations of Owner are to be guaranteed by CenterMark Properties, Inc.
pursuant to a separate Guaranty Agreement.

<PAGE>

TABLE OF CONTENTS

ARTICLE I. CERTAIN DEFINITIONS.............................................1

ARTICLE II. APPOINTMENT.....................................................6

ARTICLE III. LEASING THE PROPERTY............................................6
3.1 Leasing Services................................................6
3.2 Brokers.........................................................7
3.3 Small Shop Leases and Large Shop Leases.........................7
3.4 Anchor Leases...................................................8

ARTICLE IV. MONTHLY REPORTS.................................................8

ARTICLE V. MANNER AND TIME OF PAYMENTS.....................................8
5.1 Compensation....................................................8
5.2 Payments........................................................9
5.3 Claims for Payment..............................................9
5.4 Payment By Owner...............................................10

ARTICLE VI. TERMINATION....................................................10
6.1 Term...........................................................10
6.2 Noncurable Terminating Events..................................10
6.3 Curable Defaults...............................................11
6.4 Termination by Westfield.......................................12
6.5 Westfield's Rights and Obligations on Termination..............13

ARTICLE VII. NOTICES........................................................14

ARTICLE VIII. MISCELLANEOUS PROVISIONS.......................................15
8.1 Law to Apply...................................................15
8.2 Incorporation by Reference.....................................15
8.3 Section Headings and References................................15
8.4 Terms..........................................................15
8.5 Waiver.........................................................15
8.6 Severability...................................................15
8.7 Counterparts...................................................15
8.8 Time...........................................................16
8.9 Incorporation of Prior Agreements..............................16
8.10 Further Assurances.............................................16

<PAGE>

8.11 Attorneys' Fees................................................16
8.12 Personal Agreement.............................................16
8.13 No Partnership.................................................17
8.14 Amendments.....................................................17
8.15 Object of Agreement............................................17
8.16 Indemnities....................................................17

EXHIBIT A - Site Plan

<PAGE>

LEASING AGREEMENT

THIS LEASING AGREEMENT ("Agreement") is made and entered into this
[___] day of [__________] by and between [OWNER OF SHOPPING CENTER], a
[__________] ("Owner"), and [WESTFIELD CORPORATION, INC.], a Delaware limited
partnership ("WESTFIELD").

W I T N E S S E T H :

WHEREAS, Owner is the owner of that certain shopping center located in
[_________] and commonly known as [___________];

WHEREAS, Owner and Westfield have entered into that certain Design,
Development and Construction Agreement, dated as of the date hereof (the
"Development Agreement"), pursuant to which Westfield will perform certain
development works in connection with the expansion, redevelopment or
refurbishment of the Property (as hereinafter defined) (the "Project"); and

WHEREAS, Owner desires to hire Westfield to act as initial leasing
agent for the Leasable Areas (as hereinafter defined) created by the Project and
Westfield desires to act as such initial leasing agent.

ARTICLE I.

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings
respectively set forth in this Article I:

"ADVISOR" means Westfield U.S. Advisory, L.P., a Delaware limited
partnership, and its permitted successors and assigns under the Advisory
Agreement.

"ADVISORY AGREEMENT" means that certain Advisory Agreement, dated as
of July 1, 1996 between CenterMark Properties, Inc. and Advisor, as the same may
be amended from time to time.

<PAGE>

"AFFILIATE" means, with respect to any Person (the "Subject Person"),
any other Person controlling, controlled by or under common control with the
Subject Person. As used in this definition of "Affiliate," the term "control"
means, with respect to any Person, the right to the exercise, directly or
indirectly, of fifty percent (50%) or more of the voting rights attributable to
such Person.

"ANCHOR LEASE" means a Lease for an Anchor Tenant.

"ANCHOR TENANT" means an Occupant that is a department store having
not less than 75,000 square feet of usable space at the Property.

"BANKRUPTCY EVENT" with respect to any Person means the occurrence of
any of the following events:

(i) if such Person shall file a voluntary petition in
bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file
any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief for
itself under the present or any future Federal bankruptcy act or any other
present or future applicable Federal, state or other statute or law
relating to bankruptcy, insolvency, or other relief for debtors, or shall
seek or consent to the appointment of any trustee, receiver, conservator or
liquidator of such Person of all, or substantially all of, its property; or

(ii) if a court of competent jurisdiction shall enter an
order, judgment or decree approving a petition filed against such Person
seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
Federal bankruptcy act, or any other present or future Federal, state or
other statute or law relating to bankruptcy, insolvency, or other relief
for debtors, and such order, judgment or decree shall remain unvacated and
unstayed for a period of ninety (90) days from the date of entry thereof,
or any trustee, receiver, conservator or liquidator of such Person or of
all or substantially all of its property shall be appointed without the
consent of such Person and such appointment shall remain unvacated and
unstayed for a period of ninety (90) days, or if such Person shall file an
answer admitting the material allegations of a petition filed against it in
any bankruptcy, reorganization or insolvency proceeding; or

(iii) if such Person shall admit in writing its inability
to pay its debts as they mature; or

<PAGE>

(iv) if such Person shall make a general assignment for
the benefit of creditors or take any other similar action for the
protection or benefit of creditors; or

"BUSINESS DAY" means a day which is not a Saturday, Sunday or legally
recognized public holiday in the United States.

"COMMON AREAS" means all those parts of the Leasable Areas which are
not exclusively used or intended for the exclusive use of any particular
Occupant. Common Areas shall include the portions of the enclosed mall occupied
by carts or kiosks.

"DEVELOPMENT AGREEMENT" means that certain Design, Development and
Construction Agreement, dated the date hereof, between Owner and Westfield
relating to the design, development and construction of the Project, as the same
may be amended from time to time.

"DEVELOPMENT FRAMEWORK AGREEMENT" means the Master Development
Framework Agreement, dated as of July 1, 1996 between CenterMark Properties,
Inc. and Westfield.

"INDEX" with respect to any applicable calculation that is provided
for herein, for each particular year or period in question, means the "All
Items" portion of the Consumer Price Index for All Urban Consumers: U.S. City
Average (1982-84 = 100), issued and published by the Bureau of Labor Statistics
of the United States Department of Labor. If the Index ceases to use the
1982-84 average equaling 100 as the basis of calculation, or if a change is made
in the terms or number of items contained in the Index, or if the Index is
altered, modified, converted or revised in any way, then the Index shall be
determined by reference to the index designated as the successor to the prior
Index or other substitute index published by the government of the United States
and new index numbers shall be substituted for the old index numbers in making
the calculations, as may be appropriate. If at any time the Bureau of Labor
Statistics shall no longer publish such Index, then any successor or substitute
index to the Index published by said Bureau or other governmental agency of the
United States, and similarly adjusted as aforesaid, shall be used. If such a
successor or substitute index is not available or may not lawfully

<PAGE>

be used for the purposes herein stated, a reliable governmental or other
non-partisan publication selected by Westfield and reasonably acceptable to
Owner shall be used in evaluating the information theretofore used in
determining the Index.

"LAND" means that certain parcel or parcels of real property upon
which [Shopping Center] is located.

"LARGE SHOP LEASE" means any Lease which is not an Anchor Lease, a
Small Shop Lease or a Temporary Lease.

"LEASABLE AREAS" means those sections of the completed Project
consisting of newly created rentable space or reconfigured rentable space which
is intended to be leased or licensed to Occupants as set forth on the site plan
attached hereto as EXHIBIT A.

"LEASE" means any initial lease, license to occupy or other right of
occupancy, use or possession of the Leasable Area or any part of the Leasable
Area, entered into or granted by or on behalf of Owner, whether temporarily or
for a fixed or periodic term, whether or not recorded, and whether oral or
written including, without limitation, any storage license, cart or kiosk lease
or license, and any other specialty lease or license.

"LEASING GUIDELINES" means the leasing guidelines for the Leasable
Areas proposed by Westfield and approved by Owner, which approval will not be
unreasonably withheld by Owner, as such guidelines may be amended from time to
time.

"LEASING SERVICES" means the services to be performed by Westfield
pursuant to Section 3.1.

"MANAGEMENT AGREEMENT" means the Management Agreement dated as of
[____________], between Owner and CenterMark Management Company ("Manager"),
relating to the management of the Property, as the same may be amended from time
to time.

"OCCUPANTS" means all Persons using or in possession or occupation of,
or proposing to lease, any portion of the Leasable Areas under any Lease.

<PAGE>

Agreement from time to time (other than the Development Agreement), as the same
may be amended from time to time.

"OTHER LEASING AGREEMENTS" means all Leasing Agreements entered into
between CenterMark Properties, Inc. or its Affiliate and Westfield in accordance
with the terms of the Development Framework Agreement from time to time (other
than this Leasing Agreement), as the same may be amended from time to time.

"OTHER MANAGEMENT AGREEMENTS" means all Management Agreements entered
into between CenterMark Properties, Inc. or its Affiliate and Manager (other
than the Management Agreement), as the same may be amended from time to time.

"OWNER" means [ ], a [ ], and any permitted successor
or assign under the terms of this Agreement. For purposes of granting any
approvals or consents under this Agreement with respect to the Project, Owner
shall act through its Board of Directors or an executive committee of the Board
of Directors of Owner.

"PERSON" means an individual, partnership, joint venture, corporation,
trust, unincorporated association or other entity, association or party.

"PROPERTY" means the Land together with all of the improvements now or
hereafter erected thereon (including, without limitation, buildings, parking
structures, paved areas, landscaped areas, landscaping, sidewalks, bridges and
tunnels) commonly known as the [SHOPPING CENTER], together with all fixtures,
machinery, equipment, and other property located thereon belonging to or leased
or licensed by or for Owner and used in connection with the operation thereof.

"SMALL SHOP LEASE" means any Lease which both (i) covers a gross
leasable area at the Property which is twenty thousand (20,000) square feet or
less, and (ii) has a term, including renewal options (if any), equal to or
greater than one (1) year but less than or equal to ten (10) years, PROVIDED,
however, that the term "Small Shop Lease" expressly excludes all Temporary
Leases.

"STANDARD FORM OF SHOP LEASE" means the standard form leasing
documents for Small Shop Leases and Large Shop Leases at the Property as
provided by Westfield to, and approved by Owner, which approval will not be
unreasonably withheld by Owner, as the same may be amended or restated from time
to time.

"TEMPORARY LEASE" means any Lease which has a term, including renewal
options (if any), of less than one (1) year.

<PAGE>

"WESTFIELD GROUP" includes Westfield, Westfield Corporation, Inc., WHL
and their respective Affiliates.

"WHL" means Westfield Holdings Limited, an Australian corporation.

ARTICLE II.

APPOINTMENT

Owner hereby appoints Westfield to perform the Leasing Services
subject to the terms and conditions hereinafter set forth. The appointment of
Westfield shall be exclusive to Westfield except to the extent that Westfield
otherwise agrees from time to time in Westfield's sole and absolute discretion.
The appointment of Westfield under this Agreement shall be limited solely to the
Leasable Areas and the provisions hereof shall not be applicable to any portion
of the Property other than the Leasable Areas. Notwithstanding anything to the
contrary contained herein, the appointment hereunder shall apply only to the
initial leasing of the Leasable Areas and shall not apply to (A) any subsequent
amendments, renewals or expansions of any Lease or re-leasing of vacated
Leasable Areas after the initial leasing, and (b) the leasing of any Leasable
Area that is designated on the site plan attached hereto as premises that are to
be leased on a temporary, seasonal or specialty basis, all of which will be
performed by Manager under the Management Agreement. The collection of all
rents and deposits under the Leases shall be undertaken pursuant to the
Management Agreement. Owner shall provide to Westfield, at no cost to
Westfield, a sufficient amount of space at the Property for use in Westfield's
leasing activities.

ARTICLE III.

LEASING THE PROPERTY

3.1 LEASING SERVICES. Westfield shall use its diligent, good faith
efforts during the term of this Agreement to lease the Leasable Areas in
accordance with the parameters set forth in the Leasing Guidelines. Westfield
represents and warrants that it, together with its Affiliates, has the skill
and experience necessary to perform its obligations in accordance with the terms
of this Agreement. In connection with the Leasing of the Leasable Area,
Westfield shall:

(a) locate and endeavor to secure, in accordance with the Leasing
Guidelines, suitable Occupants for the Leasable Areas including, to the extent
applicable,

<PAGE>

the Common Areas, and in connection therewith, Westfield shall, to the extent
necessary, advertise the availability of the Leasable Area at the cost and
expense of Owner as provided in the leasing plan included in the Final
Feasibility Study or the Approved Budget (as such terms are defined in the
Development Agreement).

(b) review the general suitability of prospective Occupants and,
to the extent Westfield may deem it reasonably necessary or appropriate, seek
references from prospective Occupants and conduct such other investigations as
will establish whether or not each prospective Occupant is capable of performing
all obligations which such prospective Occupant would be required to perform
under its Lease;

(c) use the Standard Form of Shop Lease as the basis for the
negotiation of all Small Shop Leases and, where appropriate, Large Shop Leases;

(d) subject to the terms of the Leasing Guidelines, negotiate the
terms and conditions of all Leases;

(e) arrange for the execution of Leases by all parties thereto,
and distribute copies thereof in accordance with this Agreement;

(f) comply with the requirements of any loan documents affecting
the leasing of the Property to the extent Westfield has knowledge of such
requirements; and

(g) perform such other activities as may be reasonably required
in connection with the initial leasing of the Leasable Areas.

3.2 BROKERS. Westfield may engage and cooperate with third party
brokers, as may be reasonably necessary or appropriate, so as to secure
prospective tenants for the Leasable Areas. Westfield shall be responsible for
the payment of any commissions payable to third party brokers in connection with
procuring tenants for the Leasable Areas and Westfield does hereby indemnify and
hold Owner harmless from and against any and all loss, cost, liability or damage
(including attorneys' fees and expenses incurred in good faith and court costs),
incurred by Owner in connection with any claim for leasing commissions in
connection with the Westfield's initial leasing of the Leasable Areas pursuant
to this Agreement.

3.3 SMALL SHOP LEASES AND LARGE SHOP LEASES. Except to the extent
the same is in compliance with the Leasing Guidelines (subject to a variance of
up to 5% on the rent terms) and except as may have otherwise been authorized and
approved by Owner, Westfield shall obtain the written consent of Owner to the
terms and conditions

<PAGE>

of any Small Shop Lease or any Large Shop Lease by delivering such Lease to
Owner together with all reasonably relevant information. Owner shall grant or
deny (with specificity) its approval of the terms and conditions of any such
Lease within five (5) Business Days after Owner's receipt of such Lease and
relevant information. In the event that Owner shall fail to notify Westfield
(by telephone, facsimile or otherwise) of its approval or rejection within such
five (5) Business Day period, Owner shall be deemed to have approved such Lease.
Upon Owner's approval or deemed approval of any such Lease, Westfield shall be
authorized to execute such Lease on behalf of, and as agent for, Owner, and
shall deliver a conformed copy thereof to Owner within five (5) Business Days
after Westfield's execution of such Lease.

3.4 ANCHOR LEASES. Owner shall provide a term sheet to Westfield
setting forth the identity of Owner's proposed Anchor Tenant(s) and the
principal terms of any proposed Anchor Lease(s). Westfield shall negotiate the
terms of any such Anchor Lease consistent with such term sheet, unless otherwise
authorized in writing by Owner, and Westfield shall obtain the written consent
of Owner to the terms and conditions of any Anchor Lease by delivering such
Anchor Lease to Owner together with all reasonably relevant information. Owner
shall grant or deny (with specificity) its approval of the terms and conditions
of any Anchor Lease within twenty-one (21) days after Owner's receipt of such
Anchor Lease and relevant information. Westfield will deliver each fully
negotiated and approved Anchor Lease to Owner for Owner's execution thereof.

ARTICLE IV.

MONTHLY REPORTS

Westfield shall maintain, and at the request of Owner deliver to Owner
a copy of, a monthly status report showing the status of all negotiations with
potential Occupants and any new Leases executed, pending or under negotiation
and highlighting all changes in the status of any Leases since the last such
monthly report.

ARTICLE V.

MANNER AND TIME OF PAYMENTS

5.1 COMPENSATION. Westfield shall be entitled to the following fees
in connection with the performance of its obligations hereunder, including,
without limitation, the procurement of Occupants and the negotiation and
execution of Leases:

<PAGE>

(i) a leasing fee (the "Leasing Fee") equal to $3.50 per square
foot of rentable area for each Lease other than an Anchor
Lease, which Leasing Fee shall be subject to annual
increase as of each January 1, commencing January 1, 1998,
based on the percentage increase in the Index from the
January 1 of the prior year and which Leasing Fee shall be
reviewed on each third anniversary of January 1, 1997 and
adjusted as appropriate to reflect the then current market
rates; and

(ii) a tenant coordination fee, lease administration fee and
legal leasing fee equal to Westfield's costs in providing
such services (which, with respect to any period during
which employees are providing such services, for purposes
of employees working directly and specifically on leasing
activity hereunder will be calculated at a rate of 2 times
the hourly costs of such employees, calculated based on
salary plus benefits and assuming a 40 hour work week (the
"Leasing Costs").

5.2 PAYMENTS. (a) Subject to the other applicable provisions of this
Agreement, Owner shall pay to Westfield (i) the Leasing Fee upon the first to
occur of (x) the execution of the applicable Lease and (y) the commencement of
the payment of rent under such Lease (even if the lease is not executed), and
(ii) the Leasing Costs and any other sums payable to Westfield under Section 5.1
or otherwise under this Agreement by way of monthly installments. The Leasing
Fee and Leasing Costs hereunder shall be in addition to the Management Fee paid
to Manager under the Management Agreement.

(b) Notwithstanding anything to the contrary contained in
subparagraph (a), in the case of the leasing of any Leasable Areas to a tenant
who has relocated from existing leasable space in the Property, the Leasing Fee
shall not be payable to Westfield until Westfield has relet the premises from
which that tenant has relocated and the tenant to whom the premises have been
relet has executed the applicable lease documents for such space or has
commenced paying rent under the terms of the applicable lease (even if the lease
is not executed), PROVIDED that Westfield shall reimburse Owner the amount of
such Leasing Fee if a lease for such space is not executed within 90 days after
such tenant commences paying rent.

5.3 CLAIMS FOR PAYMENT. (a) Westfield shall submit to Owner on a
monthly basis a payment claim for all Leasing Costs, which payment claim shall
be in a

<PAGE>

form reasonably acceptable to Owner and certified by an officer of Westfield to
be accurate, true and correct in all material respects and which shall:

(i) itemize the Leasing Costs incurred during the immediately
preceding calendar month; and

(ii)set out sufficient detail as would be reasonably necessary
for Owner to review the accuracy of the claim.

(b) Westfield shall submit to Owner a payment claim for the amount of
the Leasing Fee promptly after the sum shall become payable, which payment claim
shall be in a form reasonably acceptable to Owner and certified by Westfield to
be accurate, true and correct in all respects and which shall set forth the
amount of the Leasing Fee and the basis for the calculation thereof.

(c) Owner shall notify Westfield within ten (10) days after receipt of
such payment claim of any objection to the payment claim, either in whole or in
part. If Owner shall object to any such payment claim, the undisputed portion
shall be paid in accordance with Section 5.4 below and the Owner and Westfield
shall negotiate in good faith to resolve any disputed portion of the payment
claim.

5.4 PAYMENT BY OWNER. Owner shall pay the entire undisputed amount of
each payment claim within ten (10) days after the receipt by Owner of the
payment claim.

ARTICLE VI.

TERMINATION

6.1 TERM. The term of this Agreement shall commence on the date
hereof and shall continue until terminated pursuant to this Article.

6.2 NONCURABLE TERMINATING EVENTS. Owner may terminate this Agreement
immediately by written notice to Westfield upon the occurrence of any of the
following events:

(i) a Bankruptcy Event occurring with respect to Westfield;

(ii) the Development Agreement is validly terminated by Owner in
accordance with Article 16.2 thereof; or

<PAGE>

(iii)the foreclosure by any mortgagee upon the Property or the taking
of possession thereof by deed-in-lieu of foreclosure or any other transfer to a
mortgagee, directly or indirectly, except as otherwise agreed in writing by
Westfield and such mortgagee.

(iv) an act of fraud, embezzlement or theft (which, in the case of
theft, constitutes a felony) against Owner or its Affiliates which causes it
material injury is perpetrated by Westfield or by Manager or by Advisor in its
corporate capacity (as distinguished from the acts of any employees of such
entities which are taken without the approval or complicity of the Board of
Directors of Westfield's general partner) under this Agreement, the Management
Agreement, the Other Management Agreements, the Development Agreement, the Other
Development Agreements, the Advisory Agreement, the Development Framework
Agreement, or any Other Leasing Agreement; or

(v) the Property or a substantial part of the Property is damaged or
destroyed where the Owner has determined not to rebuild or reconstruct and to
abandon the Project, provided, however, that this Agreement shall be
automatically reinstated if, within twenty-four (24) months after the date of
such damage or destruction, Owner determines to rebuild the Property or develop
a new shopping center as a replacement for the Property and such damage or
destruction shall be deemed a Force Majeure Event under the Development
Agreement.

6.3 CURABLE DEFAULTS. Owner may terminate this Agreement by written
notice to Westfield in the event that Westfield shall default in the performance
or observance of any material term, condition, warranty, or covenant contained
in this Agreement not falling under Section 6.2, and in any such case such
default shall continue for a period of thirty (30) days after written notice
thereof shall have been given to Westfield by Owner specifying such default and
requesting that the same be remedied in such thirty-day period (a "DEFAULT
NOTICE"); PROVIDED, HOWEVER, that Westfield shall be deemed to have complied
with a Default Notice given under this Section 6.3 if Westfield shall, in good
faith, have commenced to remedy the default specified therein as soon as is
practicable after receiving such Default Notice and, if the default is such that
it is curable within a reasonable time, but cannot be reasonably remedied within
thirty (30) days, Westfield thereafter shall have diligently prosecuted the cure
to its completion.

Owner shall have the right to terminate Westfield based on default by
Westfield under this Section 6.3 only if such default is determined to
constitute an Adjudicated Default as provided below. In the event that Owner
believes that Westfield has defaulted in the performance of a material
obligation under this Agreement, and that such default remains uncured following
the delivery of a default notice and the expiration

<PAGE>

of the applicable cure period provided in this Section 6.3, then Owner may
deliver a written notice to Westfield setting forth the Owner's intention to
terminate Westfield pursuant to this Section (a "Termination Notice"). If
Westfield desires to contest such termination, then Westfield shall so notify
Owner within ten (10) Business Days after receipt of the Termination Notice, and
a senior officer of Westfield shall meet promptly and negotiate in good faith
with a senior officer of Owner in order to resolve such dispute. If such senior
officers are unable to resolve the dispute within thirty (30) days after
Westfield's receipt of the Termination Notice, then Westfield may institute an
action in the appropriate judicial forum within thirty (30) thereafter to
determine whether Westfield has defaulted in the performance of a material
obligation hereunder. An "Adjudicated Default" shall be deemed to have occurred
if:

(i) the parties' respective senior officers are unable to
resolve such dispute and Westfield does not institute a judicial
proceeding within thirty (30) days after Westfield's receipt of a
Termination Notice;

(ii) a court renders a final decision finding that Westfield
has defaulted in the performance of a material obligation
hereunder, and Westfield does not deliver a notice of appeal to
the appropriate parties within the applicable appeal period; or

(iii) a court renders a final decision finding that Westfield
has defaulted in the performance of a material obligation
hereunder and an appeal is perfected by Westfield within the
applicable appeal period, and a second court renders a final
decision finding that Westfield has defaulted in the performance
of a material obligation hereunder.

6.4 TERMINATION BY WESTFIELD. (a) Westfield may terminate this
Agreement on not less than thirty (30) days prior written notice to Owner if
Owner fails to pay any amount payable to Westfield pursuant to Section 5.1 or
any other amount due to Westfield under this Agreement within five (5) days of
its becoming due for payment, and such default shall continue for a period of
fifteen (15) days after notice from Westfield to Owner of such default.

(b) Westfield shall have the right to terminate this Agreement
pursuant to this Section 6.4 based on Owner's default under this Section 6.4
only if such default is determined to constitute an Owner Adjudicated Default as
provided below. If Westfield believes that Owner has defaulted pursuant to this
Section 6.4, and that such default remains uncured following the delivery of an
Owner Default Notice and

<PAGE>

the expiration of any applicable cure period provided in this Section 6.4, then
Westfield may deliver a written notice to Owner setting forth its intention to
terminate this Agreement pursuant to this Section (a "WESTFIELD TERMINATION
NOTICE"). If Owner desires to contest such termination, then Owner shall so
notify Westfield within ten (10) Business Days after receipt of the Westfield
Termination Notice, and a senior officer of each party shall meet promptly and
negotiate in good faith in order to resolve such dispute. If such senior
officers are unable to resolve the dispute within thirty (30) days after Owner's
receipt of the Westfield Termination Notice, then Owner may institute an action
in the appropriate judicial forum within thirty (30) days thereafter to
determine whether Owner has defaulted hereunder. An "OWNER ADJUDICATED DEFAULT"
shall be deemed to have occurred if:

(1) the parties' respective senior officers are unable to
resolve such dispute and Owner does not institute a judicial proceeding
within sixty (60) days after it's receipt of a Westfield Termination
Notice;

(2) a court renders a final decision finding that Owner has
defaulted under this Section 6.4, and Owner does not deliver a notice of
appeal to the appropriate parties within the applicable appeal period; or

(3) a court renders a final decision finding that Owner has
defaulted under this Section 6.4 and an appeal is perfected by Owner within
the applicable appeal period, and a second court renders a final decision
finding that Owner has defaulted under this Section 6.4.

6.5 WESTFIELD'S RIGHTS AND OBLIGATIONS ON TERMINATION. Upon
termination of this Agreement Westfield shall:

(a) promptly surrender and deliver to Owner any space in the
Property occupied by Westfield in connection with the performance of its
services under this Agreement;

(b) deliver to Owner within ten (10) Business Days originals in
the possession of or reasonably available to Westfield, its Affiliates, agents
or employees or, if such originals are not in the possession or reasonably
available to Westfield, copies of all documents, reports, market studies, files,
Leases, keys, records and other property pertaining to this Agreement in the
possession of or reasonably available to Westfield, its Affiliates, agents or
employees;

<PAGE>

(c) at Owner's cost, furnish all such information and take all
such action as Owner may reasonably require in order to effect an orderly and
systematic termination of Westfield's duties and activities hereunder and the
appointment of a substitute leasing agent; and

(d) be paid all Leasing Fees earned (which shall be deemed to
include, unless this Agreement is terminated pursuant to Sections 6.2 (i), (ii)
or (iv) or 6.3, the Leasing Fee with respect to any Lease executed by Owner
within six (6) months after the termination of this Agreement with any party
which Westfield has identified to Owner within thirty (30) days after the
termination date as a party with whom Westfield had negotiations during the term
of this Agreement) and all Leasing Costs incurred under the provisions of this
Agreement prior to such termination.

ARTICLE VII.

NOTICES

In order to be deemed effective, all documents to be delivered and all
notices, approvals, authorizations and/or consents to be given or obtained by
any party to this Agreement shall be in writing and shall be given by personal
delivery, or sent by express mail or nationally recognized overnight courier, or
by registered or certified mail, postage prepaid, return receipt requested, or
by facsimile transmission (with confirmed receipt) addressed as follows:

To Westfield:

[Westfield Corporation, Inc.]
11601 Wilshire Boulevard
12th Floor
Los Angeles, California 90025
Attention: Executive Director
Fax: 310-444-9071

To Owner:

[CenterMark Properties, Inc. or its subsidiary]
11601 Wilshire Boulevard
12th Floor
Los Angeles, California 90025
Attention: President
Fax: 310-444-4071

<PAGE>

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

8.1 LAW TO APPLY. This Agreement is made in and shall be governed by
and construed in accordance with the laws of the State of New York.

8.2 INCORPORATION BY REFERENCE. Exhibit A is hereby expressly
incorporated herein to the same extent and with the same effect as if fully set
out herein.

8.3 SECTION HEADINGS AND REFERENCES. Headings at the beginning of
Articles and Sections of this Agreement are solely for the convenience of the
parties and are not a part of this Agreement. All references herein to specific
Articles or Sections are references to the applicable Articles or Sections of
this Agreement, unless otherwise indicated.

8.4 TERMS. When required by the context, whenever the singular number
is used in this Agreement, the same shall include the plural, and the plural
shall include the singular, and the masculine gender shall include the feminine
and neuter genders.

8.5 WAIVER. Any waiver, express or implied, by a party hereto, of any
breach of this Agreement by another party or parties, shall not be considered a
waiver of any subsequent breach.

8.6 SEVERABILITY. The invalidity or unenforceability of any portion
of this Agreement shall not render the remainder hereof invalid or
unenforceable.

8.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be effective only upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be one and the
same instrument, with the same effect as if all parties hereto had all signed
the same signature page. Any signature page of this Agreement may be detached
from any counterpart of this Agree-

<PAGE>

ment without impairing the legal effect of any signatures thereon and may be
attached to another counterpart of this Agreement identical in form hereto but
having attached to it one more additional signature pages.

8.8 TIME. Time is of the essence of this Agreement and each of its
provisions.

8.9 INCORPORATION OF PRIOR AGREEMENTS. This Agreement contains all of
the agreements of the parties hereto with respect to the matters contained
herein, and no prior agreement or understanding pertaining to any such matter
shall be effective for any purpose. No provision of this Agreement may be
amended or added to except by an agreement in writing signed by the parties
hereto.

8.10 FURTHER ASSURANCES. Each party hereto hereby agrees to execute
and deliver any and all instruments, agreements and other documents reasonably
necessary to effect the acts contemplated hereby, to the extent required by this
Agreement.

8.11 ATTORNEYS' FEES. If any party commences an action against
another to enforce any of the terms hereof or because of the breach by any party
of any of the terms hereof, then the successful party after final judgment shall
be entitled to receive from the other party its reasonable attorneys' fees and
other costs and expenses incurred in connection with the prosecution or defense
of such action.

8.12 PERSONAL AGREEMENT. This Agreement shall be binding on the
parties hereto and their successors and assigns. No assignment by Westfield
shall be effective for any purpose without the written consent and approval of
Owner; PROVIDED, however, that notwithstanding the foregoing provisions of this
Section 8.12, Westfield shall have the right to assign its rights and
obligations under this Agreement without Owner's prior consent to any Affiliate
of WHL as long as the transferee Person assumes the obligations and liabilities
of Westfield hereunder from and after the effective date of such transfer. The
transfer of an interest in Westfield shall not be deemed an assignment of this
Agreement so long as WHL continues to own, directly or indirectly, at least a
50% voting and economic interest in Westfield. Upon any such transfer,
Westfield shall be released from all liabilities arising hereunder from and
after the effective date of such transfer. Any attempted assignment in
violation of the provisions of this Section 8.12 shall be void AB INITIO.
Notwithstanding the foregoing to the contrary, Westfield agrees not to
subcontract all or substantially all of its duties under this Agreement, except
to an Affiliate of Westfield.

<PAGE>

8.13 NO PARTNERSHIP. Nothing contained in this Agreement shall
constitute Owner and Westfield as partners with one another. Subject to the
terms and provisions of this Agreement, each of the parties shall have the right
to engage in other businesses and business transactions and the other party
shall have no right or interest therein.

8.14 AMENDMENTS. No amendment to this Agreement shall be effective
unless signed by the party to be charged with any additional responsibilities
thereunder.

8.15 OBJECT OF AGREEMENT. The object of this Agreement is the
provision of services by Westfield to Owner, and no tangible property will be
conveyed other than tangible property incidental to the provision of such
services.

8.16 INDEMNITIES. (a) Westfield hereby agrees to indemnify, defend
and protect Owner and its officers, directors and managers (each such person
collectively called "the INDEMNIFIED PARTIES" for the purposes of this
Section 8.16(a)) against all claims, losses, causes of action, damages, costs,
expenses and liabilities (including, without limitation, attorneys' fees and
expenses incurred in good faith and court costs) incurred by the Indemnified
Parties by reason of any claim or demand being made upon or any action taken
against the Indemnified Parties arising directly out of any willful misconduct,
gross negligence or fraudulent act by Westfield. The Indemnified Parties shall,
in good faith, endeavor to notify Westfield in writing as to every such claim,
demand or action against the Indemnified Parties within ten (10) days after they
become aware that such claim or demand has been made or such action has been
taken, failure to notify Westfield does not limit Westfield's liability under
this Section 8.16(a) to the extent such failure does not affect Westfield's
rights with respect to such claim.

(b) Owner hereby agrees to indemnify, defend and protect Westfield and
each of its respective officers, directors and managers (each such person
collectively called "the INDEMNIFIED PARTIES" for the purposes of this
Section 8.16(b), and hold each of the indemnified parties harmless against all
claims, losses, causes of action, damages, costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses incurred in good
faith and court costs) incurred by the Indemnified Parties by reason of any
claim or demand being made upon or any action taken against the indemnified
parties arising directly out of (i) any willful misconduct or gross negligence
by Owner, or (ii) any act taken or omission made by Westfield in the performance
of its obligations hereunder, provided that such act or omission was not the
result of the gross negligence, willful misconduct or fraudulent act of
Westfield. The Indemnified Parties shall, in good faith, endeavor to notify
Owner in writing as to every such claim, demand or action against the
indemnified parties within ten (10) days after they become aware that such claim
or demand has been made or such action has been taken. A good faith failure to

<PAGE>

notify Owner does not limit Owner's liability under this Section 8.16(b) to the
extent such failure does not affect Owner's rights with respect to such claim.

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

[OWNER]:

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

[WESTFIELD CORPORATION, INC.]:

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

<PAGE>

EXHIBIT A

Site Plan

<PAGE>

EXHIBIT 10.13

CENTERMARK PROPERTIES, INC.
11601 Wilshire Boulevard
12th Floor
Los Angeles, CA 90025

July 1, 1996

CenterMark Management Company
11601 Wilshire Boulevard
12th Floor
Los Angeles, CA 90025

Re: PROPERTY MANAGEMENT

Gentlemen:

As you know, CenterMark Properties, Inc. ("Owner") and/or its
wholly-owned direct and indirect partnership and corporate subsidiaries (the
"Subsidiaries") are the owners of a number of shopping center projects (together
with any wholly-owned projects acquired after the date hereof or projects which
become wholly-owned projects after the date hereof, the "Wholly-Owned
Projects"). Owner and its Subsidiaries also own interests in shopping center
projects (together with any interests in shopping center projects acquired after
the date hereof, the "Venture Projects") through joint ventures (together with
any joint ventures entered into after the date hereof, the "Ventures") with
third parties (the "Third Party Venturers"). Owner has or may hereafter have
the right to manage certain of the Venture Projects (the "Managed Ventures")
pursuant to either management agreements (the "Venture Management Agreements")
or the partnership agreements of the Ventures (the "Venture Partnership
Agreements"). In addition, the Owner has the right to manage two shopping
centers owned by The Prudential Insurance Company of America (the "Prudential
Projects") pursuant to the terms of that certain Exclusive Management and
Leasing Agency Agreement dated October 7, 1992, as amended by amendment dated as
of February 11, 1994 (the "Existing Prudential Management Agreement").

CenterMark Management Company is a Delaware general partnership
("Agent") which is in the business of property management.

Pursuant to a letter agreement (the "1994 Letter Agreement"), dated
February 11, 1994, among Owner, Agent and certain other parties, Owner and Agent
agreed that Agent would assume Owner's property management responsibilities for
the Wholly-Owned Projects, the Venture Projects and the Prudential Projects
(collectively, the "Projects") upon the terms and conditions set forth therein.
Owner and Agent have agreed that effective as of the date hereof (the
"Assumption Date"), the 1994 Letter Agreement shall be terminated, and from and
after the Assumption Date, Agent's property management responsibilities with
respect to the Projects shall be upon the terms set forth herein.

<PAGE>

CenterMark Management Company
July 1, 1996
Page 2

i. ENGAGEMENT OF AGENT TO MANAGE WHOLLY-OWNED PROJECTS. Pursuant to
the 1994 Letter Agreement, Owner engaged Agent to provide property management
services for each of the Wholly-Owned Projects. A list of the property
management agreements entered into between Owner and Agent with respect to the
Wholly-Owned Projects is attached hereto as SCHEDULE I (the "1994 Management
Agreements").

Owner and Agent hereby agree that effective as of the Assumption Date,
(a) the 1994 Management Agreements will be deemed terminated and neither party
shall have any further liability thereunder, and (b) Owner will engage Agent,
or cause its Subsidiaries to engage Agent, as property manager for each of the
existing Wholly-Owned Projects pursuant to separate management agreements which
are each substantially in the form of the Management Agreement attached hereto
as EXHIBIT A. Upon the acquisition of any additional Wholly-Owned Project or
the interest of all Third Party Venturers in any Venture by the Owner or any
Subsidiary after the date hereof, Owner shall retain Agent, or cause Agent to be
retained, to manage the applicable Project upon the terms set forth in such form
of Management Agreement, PROVIDED that if Owner and the Subsidiaries shall have
terminated all of the Management Agreements (as defined in the immediately
succeeding sentence), Owner shall not be required to retain Agent, or cause
Agent to be retained, to manage the applicable Project. All management
agreements entered into between Owner or any Subsidiary, on the one hand, and
Agent, on the other hand, are hereinafter collectively referred to as the
"Management Agreements."

ii. SUBCONTRACT OF MANAGEMENT RESPONSIBILITIES FOR PRUDENTIAL
PROJECTS. Pursuant to the February 11, 1994 Letter Agreement, Owner
subcontracted with Agent to provide property management services for each of the
Prudential Projects (the "1994 Prudential Subcontract"). Owner and Agent
hereby agree that effective as of the Assumption Date, (a) the 1994 Prudential
Subcontract will be deemed terminated and neither party shall have any further
liability thereunder, and (b) Owner will subcontract to Agent all of its
property management obligations with regard to the Prudential Projects, pursuant
to a Subcontract of Management Rights in the form of EXHIBIT B.

iii. ASSIGNMENT OF VENTURE MANAGEMENT AGREEMENTS AND SUBCONTRACT OF
MANAGEMENT RESPONSIBILITIES UNDER VENTURE PARTNERSHIP AGREEMENTS.

(i) Pursuant to the February 11, 1994 Letter Agreement, Owner and/or
its Subsidiaries subcontracted with Agent to perform Owner's and/or its
Subsidiary's management responsibilities under each Venture Partnership
Agreement. A list of the property management subcontracts entered into between
Owner and Agent with respect to the Venture Projects is attached hereto as
SCHEDULE II (the "1994 Venture Subcontracts"). Owner and Agent hereby agree
that effective as of the Assumption Date, (i) the 1994 Venture Subcontracts will
be deemed terminated and neither party shall have any further liability
thereunder, and (ii) Owner will subcontract or cause to be

<PAGE>

CenterMark Management Company
July 1, 1996
Page 3

subcontracted to Agent the Owner's or its Subsidiary's management
responsibilities under each Venture Partnership Agreement pursuant to separate
subcontracts of management rights which are each substantially in the form of
the Subcontract of Management Rights attached hereto as EXHIBIT C.

(ii) Owner has previously assigned to Agent each Venture Management
Agreement pursuant to separate assignments of management agreements. Owner and
Agent have agreed to amend and restate the terms of each assignment of
management agreement so that, from and after the Assumption Date, each
assignment of management agreement is substantially in the form of the
Assignment of Management Agreement attached hereto as EXHIBIT D, which
assignments shall be effective on the Assumption Date.

(c) In connection with the acquisition by the Owner or any Subsidiary
of an interest in any additional Venture after the date hereof, the Owner shall,
subject to the Third Party Venturer and third party lender consent restriction
set forth below, as soon thereafter as is practicable use reasonable efforts to
cause the Agent to be retained by the Venture as the property manager of such
Venture upon the terms set forth in the Management Agreements, PROVIDED that if
Owner and the Subsidiaries shall have terminated all of the Management
Agreements, Owner shall not be required to cause Agent to be retained by the
Venture as the property manager of such Venture. To the extent that the consent
of any Third Party Venturer or third party lender to a Venture is necessary to
retain Agent as the property manager of such Venture, Owner shall use its best
reasonable efforts to obtain such consent.

iv. FEE REBATE.

(a) To the extent that Owner's aggregate pro-rata share of the
management fees and leasing fees (and similar fees and payments paid in lieu
thereof) which are actually paid to Agent with respect to all Managed Ventures
(including any Managed Ventures entered into by Owner or its Subsidiaries after
the date hereof) for any calendar quarter exceed the aggregate pro-rata share of
the management and leasing fees (other than the lease preparation fees and
tenant plan review fees) that would have been payable by Owner to Agent for such
quarter if Agent was managing the Managed Ventures pursuant to the form of
Management Agreements, Agent shall rebate the excess to Owner within thirty (30)
days after the end of such quarter. Nothing contained herein shall be deemed to
require Agent to rebate to Owner the amount of any management fees and leasing
fees (or similar fees and payments) that are allocable to any Third Party
Venturer.

(b) To the extent any Managed Venture entered into after the date
hereof results in the Owner's aggregate pro-rata share of management and leasing
fees (and similar fees and payments made in lieu thereof) which are actually
paid to Agent with respect to all Managed Ventures for any calendar quarter
being less than the Owner's aggregate pro-rata share of management and leasing
fees (other than the lease preparation fees and tenant plan review fees) that
would have been payable by

<PAGE>

CenterMark Management Company
July 1, 1996
Page 4

Owner to Agent if Agent was managing the Managed Ventures pursuant to the form
of Management Agreements, Owner shall pay such difference to Agent within thirty
(30) days after the end of such quarter.

v. SUCCESSORS AND ASSIGNS. The rights and obligations contained
herein shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors and assigns.

vi. GOVERNING LAW. This letter agreement and its validity,
construction and performance shall be governed in all respects by the laws of
the State of New York (without regard to conflicts of law principles).

vii. ENTIRE AGREEMENT. This letter agreement, together with the
documents referred to herein, contains the entire understanding among the
parties hereto with respect to the subject matter hereof and supersedes any
prior written or oral agreements between the parties hereto with respect to the
subject matter hereof.

Please indicate your agreement with the foregoing by signing and
returning the enclosed counterpart of this letter to the undersigned.

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
--------------------------------
Name: Richard Green
Title: President

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
--------------------------
Title: Vice President
--------------------

<PAGE>

SCHEDULE I

SCHEDULE OF WHOLLY-OWNED PROPERTIES

1. Eagle Rock Plaza
2. Eastland Shopping Center
3. Enfield Square
4. Mid Rivers Mall
5. Montgomery Mall
6. Plaza Bonita
7. South County Center
8. West County Center
9. Plaza at West Covina
10. West Park Mall
11. Westland Shopping Center
12. Connecticut Post Mall
13. South Shore Mall
14. Trumbull Shopping Park

<PAGE>

SCHEDULE II

SCHEDULE OF JOINT VENTURE MANAGED PROPERTIES

1. Meriden Square
2. Mission Valley
3. Topanga Plaza
4. Plaza Camino Real

<PAGE>

EXHIBIT 10.15

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

MANAGEMENT AGREEMENT

BETWEEN

CENTERMARK PROPERTIES, INC.,

AS OWNER,

AND

CENTERMARK MANAGEMENT COMPANY,

AS MANAGER.

DATED AS OF JULY 1, 1996

<PAGE>

MANAGEMENT AGREEMENT

PAGE
----

TABLE OF CONTENTS
-----------------

ARTICLE I CERTAIN DEFINITIONS.............................................1

ARTICLE II APPOINTMENT....................................................11

ARTICLE III MANAGER'S DUTIES...............................................12

A. Operating Standard; Duties................................12
B. Independent Contractor; Employees.........................14
C. Compliance with Requirements..............................14
D. Implementation of Annual Plan.............................15
E. Property Manager..........................................15
F. No Default................................................15
G. Powers....................................................16

ARTICLE IV LEASING THE PROPERTY...........................................17

A. Leasing Obligations.......................................17
B. Brokers...................................................18
C. Temporary Leases..........................................19
D. Small Shop Leases.........................................19
E. Large Shop Leases and Nonconforming Small Shop
and Temporary Leases......................................19
F. Anchor Leases.............................................19
G. Leasing Fee...............................................20
H. Occupant Improvements.....................................20

ARTICLE V TENANT RELATIONS...............................................20

A. Reasonable Efforts........................................20
B. Procedures................................................20
C. Enforcement of Leases.....................................20

<PAGE>

ARTICLE VI RECEIPTS.......................................................21

A. Cash Receipts.............................................21
B. Security Deposit Account..................................21

ARTICLE VII ANNUAL PLAN....................................................21

A. Initial Annual Plan.......................................21
B. Submission of Annual Plans................................21
C. Owner's Approval..........................................22
D. Miscellaneous Provisions..................................23

ARTICLE VIII DISBURSEMENTS..................................................24

A. Payment of Operating Expenses.............................24
B. Checks....................................................24

ARTICLE IX ADVANCES FOR OPERATING EXPENSES................................24

A. Notification..............................................24
B. Owner's Advances..........................................25
C. Indemnification...........................................25

ARTICLE X FIDELITY INSURANCE COVERAGE....................................26

ARTICLE XI MAINTENANCE OF THE PROPERTY....................................26

A. Standard..................................................26
B. Supplies and Equipment....................................27
C. Enforcement of Contracts..................................27
D. Emergencies...............................................27

ARTICLE XII RECORDS AND REPORTS............................................27

A. Monthly Reports...........................................27
B. Financial Statements......................................29
C. Records...................................................31
D. Production of Records and Information.....................32
E. Tax Returns...............................................33
F. General Qualifications....................................33

<PAGE>

ARTICLE XIII COSTS AND EXPENSES - COMPENSATION..............................34

A. Management Fee.................................................34
B. Expense Reimbursement..........................................35
C. Leasing........................................................35

ARTICLE XIV INSURANCE......................................................36

ARTICLE XV ALTERATIONS....................................................36

ARTICLE XVI TERMINATION....................................................36

A. Term......................................................36
B. Non-Curable Terminating Events............................36
C. Curable Defaults..........................................38
D. Manager's Rights and Obligations on Termination...........39

ARTICLE XVII DELIVERY OF DOCUMENTS AND NOTICES..............................40

ARTICLE XVIII MISCELLANEOUS PROVISIONS.......................................41

A. Law to Apply..............................................41
B. Incorporation by Reference................................41
C. Section Headings and References...........................41
D. Terms.....................................................41
E. Waiver....................................................41
F. Severability..............................................42
G. Counterparts..............................................42
H. Time......................................................42
I. Incorporation of Prior Agreements.........................42
J. Further Assurances........................................42
K. Attorneys' Fees...........................................42
L. Personal Agreement........................................42
M. No Partnership............................................43
N. Amendments................................................43
O. Indemnities...............................................43
P. Object of Agreement.......................................44
Q. Owner's Lenders and/or Purchasers.........................44
R. Confidentiality...........................................44

iii

<PAGE>

EXHIBITS

A - Other Management Agreements

<PAGE>

ENFIELD SQUARE

THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of
the 1st day of July, 1996 by and between CENTERMARK PROPERTIES, INC., a Missouri
corporation ("Owner"), and CENTERMARK MANAGEMENT COMPANY ("Manager"), a Delaware
partnership.

W I T N E S S E T H:

WHEREAS, Owner is the owner of that certain shopping center located in
Enfield, Connecticut, and commonly known as [ ]; and

WHEREAS, Owner and Manager desire to enter into this Agreement to
appoint Manager to manage the Property (as defined below), it being the
understanding that the object of this Agreement is the provision of property
management and leasing services by Manager to Owner, upon all of the terms and
conditions set forth in this Agreement.

ARTICLE I

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings
respectively set forth in this Article I:

"ADVISOR" means Westfield U.S. Advisory, L.P., a Delaware limited
partnership, and its permitted successors and assigns under the Advisory
Agreement.

"ADVISORY AGREEMENT" means that certain Advisory Agreement, dated as
of the date hereof, between CenterMark Properties, Inc. and Advisor, as the same
may be amended from time to time.

<PAGE>

"AFFILIATE" means, with respect to any Person (the "SUBJECT PERSON"),
any other Person controlling, controlled by or under common control with the
Subject Person. As used in this definition of "AFFILIATE," the term "CONTROL"
means, with respect to any Person, the right to the exercise, directly or
indirectly, of 50% or more of the voting rights attributable to such Person.

"ANCHOR LEASE" means a Lease for an Anchor Tenant.

"ANCHOR TENANT" means an Occupant that is a department store having
not less than seventy-five thousand (75,000) square feet of usable space at the
Property.

"ANNUAL PLAN" means the plan for the operation, leasing, maintenance
and improvement of the Property, including, without limitation, the Operating
Budget, prepared by Manager and approved by Owner as provided herein for each
Fiscal Year.

"BANKRUPTCY" of any Person means the occurrence of any of the
following events:

(i) if such Person shall file a voluntary petition in
bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file
any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief for
itself under the present or any future Federal bankruptcy act or any other
present or future applicable Federal, state or other statute or law
relating to bankruptcy, insolvency, or other relief for debtors, or shall
seek or consent to the appointment of any trustee, receiver, conservator or
liquidator of such Person of all, or substantially all, of its property; or

(ii) if a court of competent jurisdiction shall enter an
order, judgment or decree approving a petition filed against such Person
seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
Federal bankruptcy act, or any other present or future Federal, state or
other statute or law relating to bankruptcy, insolvency, or other relief
for debtors, and such order, judgment or decree shall remain unvacated and
unstayed for a period of ninety (90) days from the date of entry thereof,
or any trustee, receiver, conservator or liquidator of such Person or of
all or substantially all of its property shall be appointed without the
consent of such Person and such appointment shall remain unvacated and
unstayed for a period of ninety (90) days, or if such Person shall file an
answer

<PAGE>

admitting the material allegations of a petition filed against it in any
bankruptcy, reorganization or insolvency proceeding; or

(iii) if such Person shall admit in writing its inability
to pay its debts as they mature; or

(iv) if such Person shall make a general assignment for the
benefit of creditors or take any other similar action for the protection or
benefit of creditors; or

"BUSINESS DAY" means a day which is not a Saturday, Sunday or legally
recognized public holiday in the United States.

"COMMON AREAS" means all those parts of the Property which are not
exclusively used or intended for the exclusive use of any particular Occupant.
Common Areas shall include, without limitation, the following areas within the
Property: parking areas and facilities, traffic control and information signs
and equipment, roadways, pedestrian sidewalks, public transportation loading and
unloading facilities not devoted to a single Occupant, truckways, delivery
areas, landscaped areas, community rooms, office facilities, Property Manager's
office, elevators, escalators, the enclosed mall, including space occupied by
carts or kiosks, roof, skylights, beams, stairs and ramps not contained within
any Occupant's floor area, public restrooms and comfort stations, service areas,
service and fire exit corridors and passageways, those areas within the Property
and adjacent to the Property containing signs, pylons or structures advertising
the Property, and other areas, amenities, facilities and improvements provided
by Owner for the convenience and use of Owner, the Occupants and their
respective concessionaires, agents, employees, customers, invitees and other
licensees.

"DEVELOPER" means Westfield Corporation, Inc., any entity wholly owned
by Westfield Corporation, Inc., and the permitted successors and assigns of
Westfield Corporation, Inc. or any entity wholly owned by Westfield Corporation,
Inc., under the Development Framework Agreement or any Development Agreement and
Leasing Agreement.

<PAGE>

"DEVELOPMENT AGREEMENT" means any Design, Development and Construction
Agreement entered into between CenterMark Properties, Inc. or its Affiliate and
Developer in accordance with the terms of the Development Framework Agreement,
as the same may be amended from time to time.

"DEVELOPMENT FRAMEWORK AGREEMENT" means that certain Master
Development Framework Agreement, dated as of the date hereof, between CenterMark
properties, Inc. and Developer, as the same may be amended from time to time.

"DISCRETIONARY EXPENSES" means all Operating Expenses that are not
Non-Discretionary Expenses.

"EMERGENCY" means an event which, in Manager's reasonable judgment,
requires action to be taken prior to the time that approval could be obtained
from Owner (as reasonably determined by Manager) in order to comply with Legal
Requirements or Insurance Requirements or to preserve the Property, or for the
safety of any employees, Occupants, customers or invitees of the Property, or to
avoid the suspension of any services necessary to, or required by, the
Occupants, customers or invitees thereof.

"FISCAL YEAR" means the calendar year.

"GROSS INCOME" in respect of a particular period means all minimum,
fixed and percentage rents and all other receipts, revenues, proceeds and other
monies received by Owner, or by Agent on behalf of Owner, from or in connection
with the operation of the Property in respect of such period, directly or
indirectly and from any source whatsoever including, without limitation, all
payments made to Owner by Occupants including, but not limited to (i) minimum,
fixed and percentage rent (including proceeds from any litigation wherein
damages equivalent to or based upon rent from a defaulted tenant are recovered,
exclusive of interest), (ii) Common Area maintenance charges, (iii)
contributions for personal and real property taxes and sales taxes, insurance
premiums and deductibles, utilities, heating, ventilating and air conditioning,
domestic water and waste handling, sprinkler charges, Manager's administrative
costs and any other expenses of the Property for the payment of which Occupants
are obligated to contribute pursuant to their respective Leases, (iv) security
deposits which have been applied to rent, and (v) all proceeds from loss of
rents insurance maintained by Owner relating to the Property.

<PAGE>

100), issued and published by the Bureau of Labor Statistics of the United
States Department of Labor. If the Index ceases to use the 1982-84 average
equaling 100 as the basis of calculation, or if a change is made in the terms or
number of items contained in the Index, or if the Index is altered, modified,
converted or revised in any way, then the Index shall be determined by reference
to the index designated as the successor to the prior Index or other substitute
index published by the government of the United States and new index numbers
shall be substituted for the old index numbers in making the calculations, as
may be appropriate. If at any time the Bureau of Labor Statistics shall no
longer publish such Index, then any successor or substitute index to the Index
published by said Bureau or other governmental agency of the United States, and
similarly adjusted as aforesaid, shall be used. If such a successor or
substitute index is not available or may not lawfully be used for the purposes
herein stated, a reliable governmental or other non-partisan publication
selected by Manager and reasonably acceptable to Owner shall be used in
evaluating the information theretofore used in determining the Index.

"INSURANCE REQUIREMENTS" means the requirements of any insurer or
insurance carrier, to the extent that such requirements are applicable to the
Property, or any portion thereof, the use or manner of use of the same, or to
Owner in its capacity as owner of the Property.

"LAND" means that certain parcel or parcels of real property on which
Enfield Square is located.

"LARGE SHOP LEASE" means any Lease which is not an Anchor Lease, a
Small Shop Lease or a Temporary Lease.

"LEASE" means any lease, sublease, license to occupy or other right of
occupancy, use or possession of the Property or any part of the Property,
entered into or granted by or on behalf of Owner or by or on behalf of Owner's
predecessors in title, whether temporarily or for a fixed or periodic term,
whether or not recorded, and whether oral or written including, without
limitation, any storage license, cart or kiosk lease or license, and any other
specialty lease or license. "LEASES" means each and every Lease in effect at
the applicable time, collectively.

"LEASING AGREEMENT" means any Leasing Agreement entered into between
CenterMark Properties, Inc. or its Affiliate and Developer in accordance with
the terms of the Development Framework Agreement, as the same may be amended
from time to time.

<PAGE>

"LEASING GUIDELINES" means the annual leasing guidelines for the
Property proposed by Manager and approved by Owner, which approval will not be
unreasonably withheld by Owner, as an element of each Annual Plan, as such
guidelines may be amended from time to time in accordance with the terms hereof.

"LEGAL REQUIREMENTS" means all laws, statutes, codes, ordinances,
orders, regulations, judgments, decrees and directions of all federal, state and
local governments and courts and the appropriate agencies, officers,
departments, boards, authorities and commissions thereof, whether now or
hereafter enacted, to the extent that the same are applicable to the use or
operation of the Property or any portion thereof.

"MARKETING FUND" means the media fund or other like fund or
organization established, operated and maintained by Manager in accordance with
the Operating Budget for the advertising, merchandising and promotion of the
Property.

"NON-DISCRETIONARY EXPENSES" means those Operating Expenses, the
payment and amount of which are not within the discretion of Owner or Manager,
including without limitation utility charges, salaries and benefits of Property
employees, scheduled payments of principal and interest on indebtedness
encumbering the Property, real estate and personal property taxes and
assessments, insurance premiums, amounts due and payable under service contracts
and other agreements entered into in accordance with any Annual Plan, and
Operating Expenses required to be paid by Legal Requirements or Insurance
Requirements.

"OCCUPANTS" means all Persons using or in possession or occupation of
any portion of the Property from time to time under any Lease.

"OPERATING BUDGET" means the annual operating budget for the Property
proposed by Manager and approved by Owner, which approval will not be
unreasonably withheld by Owner, for the relevant Fiscal Year, as the same may be
amended from time to time in accordance with the terms hereof.

"OPERATING EXPENSES" means the total for each relevant period of the
costs and expenses incurred or accrued in respect of the Property by Owner or by
Manager on behalf of Owner in accordance with this Agreement. Subject to the
foregoing, Operating Expenses shall include, without limitation:

(i) all rates, taxes, assessments and impositions whatsoever
(whether assessed, charged or imposed by or under Federal, State or local Legal
Requirements) assessed, charged or imposed in respect of the Property or Owner
in its capacity

<PAGE>

as owner of the Property, except to the extent that Owner has elected to appeal
the same until such time as such taxes are paid, including, without limitation,
sales taxes paid by Manager with respect to goods or services benefiting the
Property acquired or provided in accordance with the Operating Budget;

(ii) charges for supply of water, sewerage, gas, electricity and
other utilities supplied to the Common Areas, and the disposal of all garbage
and refuse from the Common Areas;

(iii) costs of operating, maintaining, repairing and cleaning
all areas of the Property, including the salary, wages, benefits and other costs
of (x) all on-site employees at the Property employed by Manager or its
Affiliates and (y) all off-site costs which are allocable to the Property (which
shall include home office or regional office operational employees to the extent
such employees perform services specifically related to the Property), as may be
necessary or appropriate for the proper operation thereof and the performance by
Manager of its obligations hereunder, all in accordance with the Operating
Budget;

(iv) all charges for leasing or licensing, operating,
maintaining and repairing the lighting and HVAC systems, vertical or horizontal
transportation equipment, sanitary, security and fire detection and fighting
equipment and all other equipment, machinery and systems provided for or to the
Property from time to time, in accordance with the Operating Budget;

(v) the portion of overhead costs incurred by or on behalf of
Manager in performing its duties under this Agreement which (x) are for the sole
benefit of the Property and (y) have been approved by Owner in the Operating
Budget for the applicable Fiscal Year;

(vi) the costs of leasing, maintenance, registration and other
expenses incurred in respect of vehicles used by employees of Manager or a
Related Person of Manager in connection with the performance of services for the
benefit of the Property which are properly incurred in the performance by
Manager of its duties and obligations under this Agreement, in accordance with
the Operating Budget;

(vii) all fees and charges incurred in connection with the
opening, maintenance and operation of any bank accounts operated for the
Property by Manager;

<PAGE>

(viii) advertising, marketing and promotional costs for the
Property in accordance with the applicable Operating Budget or which otherwise
have been approved in writing by Owner;

(ix) the fees of attorneys and consultants incurred by Manager
in accordance with the Operating Budget or at the written request of Owner in
connection with the performance by Manager of its duties and obligations under
this Agreement including, without limitation, the enforcement of all Leases;

(x) all contributions made by Owner or Manager on behalf of
Owner from time to time to the Marketing Fund;

(xi) the payment or reimbursement of the applicable portion of
costs incurred by Owner or by or on behalf of Manager for insurance and claims
management services for the Property in accordance with the Operating Budget,
whether such payment is incurred pursuant to any master policy covering other
properties under the management of Manager or any Related Person, or otherwise;

(xii) all expenses incurred by Manager in accordance with the
Operating Budget or as otherwise approved in writing by Owner in connection with
equipment provided by or on behalf of the Manager or by others for the purpose
of the operation and maintenance of the Property or the applicable portion of
such costs relating solely to the Property including, without limitation, all
financing, leasing and other charges incurred in respect of such equipment and
legal and other costs associated with the arranging thereof;

(xiii) miscellaneous donations made by Manager from time to
time in the course of operations of the Property in accordance with the
Operating Budget or as otherwise approved in writing by Owner;

(xiv) third party audit and accountancy fees incurred in
accordance with the Annual Plan in connection with the preparation of any
accounts or financial statements relating solely to the Property prepared by or
on behalf of Owner for the purpose of providing the financial information to
Owner required by this Agreement and enabling Manager to perform its obligations
under this Agreement;

(xv) all third party costs and expenses incurred by Manager
directly for the benefit of the Property in connection with the lease or license
of space within the Property in accordance with the Operating Budget or as
otherwise approved in

<PAGE>

writing by Owner, excluding, however, brokerage or agency fees, commissions or
expenses payable to Manager or any third parties;

(xvi) the Management Fee payable to Manager in accordance with
Article XIII hereof;

(xvii) general expenses associated with the Property incurred in
accordance with the Operating Budget or as otherwise approved in writing by
Owner; and

(xviii) all costs incurred in accordance with the Operating
Budget or as otherwise approved in writing by Owner in connection with (x)
complying with Legal Requirements and Insurance Requirements binding the
Property, binding Owner in its capacity as owner of the Property, or binding
Manager in its capacity as Owner's agent; and (y) enforcing compliance with
Legal Requirements and Insurance Requirements binding Occupants, contractors or
consultants, provided, however, that if any such noncompliance was caused by
Manager's gross negligence, willful misconduct or fraud, any incremental
increase in the cost of enforcing such compliance shall be borne by Manager and
shall not be an Operating Expense;

PROVIDED, HOWEVER, that notwithstanding the foregoing, "OPERATING EXPENSES"
shall exclude:

(a) income taxes, capital gains tax and any other taxes imposed
on Owner, Manager or Occupants in their capacities as individual taxpayers;

(b) the fees of consultants and other costs proven by Owner to
have been incurred as a direct result of Manager's gross negligence, willful
misconduct or fraud; and

"OTHER MANAGEMENT AGREEMENTS" mean the management agreements listed on
Exhibit A attached hereto between Manager and certain Affiliates of Owner, and
any new management agreements entered into between Manager and Owner in
accordance with that certain letter agreement, dated as of the date hereof,
between Manager and CenterMark Properties, Inc. ("CENTERMARK").

<PAGE>

"OWNER" means CenterMark Properties, Inc., a Missouri corporation, and
its permitted successors or assigns hereunder. For purposes of granting any
approvals or consents under this Agreement with respect to the operation,
leasing or maintenance of the Property, Owner shall act through its Board of
Directors or through an executive committee of the Board of Directors.

"OWNER'S ACCOUNT" means the account established by Owner into which
Manager is to deposit all amounts collected by Manager under Section VI.A.

"PERSON" means an individual, partnership, joint venture, corporation,
trust, unincorporated association or other entity.

"PRIME RATE" means the rate of interest announced by Morgan Guaranty
Trust Company of New York or its successors, from time to time in its New York
City office as its "prime" rate, or if no such rate is announced, then the rate
charged to its best corporate customers for demand loans.

"PROPERTY" means the Land together with all of the improvements now or
hereafter erected thereon (including, without limitation, buildings, parking
structures, paved areas, landscaped areas, landscaping, sidewalks, bridges and
tunnels) commonly known as [ ] as it may be expanded or renovated
from time to time hereafter, together with all fixtures, machinery, equipment,
and other property located thereon belonging to or leased or licensed by or for
Owner and used in connection with the operation thereof.

"RELATED PERSON" means, with respect to any Person (the "SUBJECT
PERSON"), any other Person having any of the following relationships with the
Subject Person:

(i) any Affiliate of the Subject Person;

(ii) any other Person owning directly or indirectly more than
fifteen percent (15%) of the issued and outstanding stock of, or more than a
fifteen percent (15%) beneficial or voting interest in, the Subject Person; or

(iii) any other Person more than fifteen percent (15%) of the
issued and outstanding stock of which, or more than a fifteen percent (15%)
beneficial or voting interest in which, is owned directly or indirectly by the
Subject Person;

<PAGE>

"SMALL SHOP LEASE" means any Lease which both (i) covers a gross
leasable area at the Property which is twenty thousand (20,000) square feet or
less, and (ii) has a term, including renewal options (if any), less than or
equal to ten (10) years; provided, however that the term "Small Shop Lease"
expressly excludes all Temporary Leases.

"STANDARD FORM OF SHOP LEASE" means the standard form leasing
documents for Small Shop Leases and Large Shop Leases at the Property as
approved by Owner, which approval will not be unreasonably withheld by Owner, as
the same may be amended or restated from time to time in accordance with the
provisions of this Agreement.

"TEMPORARY LEASE" means any Lease of a temporary or seasonal nature,
having a term, including renewal options (if any) of less than one (1) year,
including without limitation, short-term concessions or license agreements and
cart or kiosk leases or licenses for less than one year.

ARTICLE II

APPOINTMENT

Owner hereby appoints Manager to rent, lease, operate, manage and
direct the operation of the Property subject to the terms and conditions
hereinafter set forth. The appointment of Manager shall be exclusive to Manager
except to the extent that Manager otherwise agrees from time to time in
Manager's sole and absolute discretion. Manager agrees that during the term of
this Agreement it will not act as the property manager for any regional shopping
center which directly competes with the Property and which is within the primary
market area of the Property ( a "Competing Mall"), PROVIDED that the foregoing
restriction shall not be deemed to be violated if Manager shall acquire, either
directly or indirectly, all or substantially all of the assets of, or an
interest in, an entity which is engaged in the property management business and
which manages, among other properties, a regional shopping center which is a
Competing Mall.

Owner and Manager acknowledge that Owner has engaged Developer as the
exclusive developer for the Property pursuant to the Development Framework
Agreement with respect to any expansion, redevelopment or refurbishment of the
Property (any such expansion, redevelopment or refurbishment being hereinafter
referred to as a "Project"). Owner and Manager further acknowledge that to the
extent Developer is providing leasing services with respect to the initial
leasing of any portion of the

<PAGE>

Project pursuant to a Leasing Agreement, Manager shall have no responsibility
hereunder for the initial leasing of such portion of the Project.

ARTICLE III

MANAGER'S DUTIES

A. OPERATING STANDARD; DUTIES. Manager shall exercise its powers and
perform its duties and obligations under this Agreement in a diligent manner,
and shall exercise professional competence in managing the Property at the
prevailing national standard of industry practice for properties of a similar
type and quality as the Property. Manager represents and warrants that it,
together with its Affiliates, has the skill and experience necessary to perform
its obligations in accordance with the terms of this Agreement. Owner
acknowledges that the prior management of the Property by Manager has met or
exceeded the standard set forth above. Without limiting the generality of the
foregoing, Manager shall perform the following duties, subject to the
limitations imposed by the Annual Plan and all other provisions of this
Agreement:

(1) The billing and collection of all amounts payable to Owner by
Occupants under the Leases and other amounts included in Gross Income and the
prompt deposit of all such amounts received by Manager in the Owner's Account;

(2) To the extent funds have been made available by Owner through
deposits into the Owner's Account, the payment of all Operating Expenses and
capital expenses of the Property;

(3) Subject to the Leasing Guidelines, the negotiation of Leases,
the administration and enforcement by commercially reasonable methods of all
Leases and all other service, maintenance and other agreements or contracts made
by or on behalf of Owner for the Property, and the performance of the
obligations specified in Article IV relating to the leasing of the Property;

(4) The selection, engagement, employment, payment, supervision,
direction and discharge of all Property employees reasonably necessary or
appropriate for the proper, safe and economic operation and maintenance of the
Property, in number and at wages in accordance with the Operating Budget, the
carrying of Worker's Compensation Insurance (and, when required by law,
compulsory Non-Occupational Disability Insurance) covering such employees, and
the use of reasonable care in the selection, supervision and discharge of such
employees. Manager shall use its

<PAGE>

diligent, good faith efforts to comply with all laws and regulations and
collective bargaining agreements, if any, affecting such employment. All
persons employed in connection with the operation and maintenance of the
Property shall be employees of Manager or its Affiliates or employees of
contractors providing contract services to the Property;

(5) The cleaning, maintenance, servicing and repair of the
Property (whether by employees of Manager or through supervision of
contractors), including all machinery, equipment and other items whether leased
or provided by Manager or provided by Owner for the operation of the Property,
in accordance with Article XI;

(6) The management and administration of the Marketing Fund and
the advertising, merchandising and promotion of the Property and the Occupants'
respective businesses in accordance with the Annual Plan and this Agreement or
as otherwise approved in writing by Owner;

(7) The provision to Owner of the financial, accounting and
reporting services relating to the Property specified in Article XII;

(8) The making of recommendations concerning the Property
(including, without limitation, as to the tenant mix, maintenance, refurbishment
of the Property and structural alterations or improvements to the Property) as
Owner may from time to time reasonably require;

(9) Preparing, maintaining and providing (at the request of
Owner) copies to Owner of all depreciation schedules for the machinery,
equipment and other property located at the Property;

(10) Notifying Owner in its quarterly report to the Board of
Directors of Owner of any material tax assessments, reassessments, or other
impositions relating to the Property or to Owner in its capacity as owner of the
Property received by or on behalf of Manager and the handling of any relevant
appeals at the request and cost of Owner;

(11) Attending, by telephone or, at the request of Owner, in
person, such meetings with any one or more of the representatives of Owner as
Owner may reasonably require (provided Manager receives reasonable notice
thereof) for the purposes of delivering Annual Plans, reports, financial
statements and other documents, making such recommendations or discussing such
aspects of the operation and

<PAGE>

management of the Property as Manager is required to provide under this
Agreement, provided that this provision will not be deemed to require Manager to
deliver Annual Plans, reports, financial statements or other documents at times
earlier than the times otherwise set forth herein;

(12) Formulating and, subject to the Annual Plan, implementing an
insurance program for the Property;

(13) The management, administration and coordination of all
design and construction associated with the maintenance, repair and/or leasing
of the Property including all tenant improvements to be constructed at the
Property, but excluding all initial construction and tenant improvements
associated with any expansion, redevelopment or refurbishment of the Property
(which will be covered in a separate Development Agreement), provided, however,
that Manager shall not be required to perform any actual design or construction
work, and provided further that with respect to tenant improvements, Manager
shall only be responsible for the approval, supervision and coordination of the
design of any Occupant's store to the extent contemplated in such Occupant's
Lease, including without limitation the design of such Occupant's store front
and the specifications of such Occupant's equipment;

(14) Keeping Owner reasonably informed through reports at regular
quarterly meetings of the Board of Directors of Owner with respect to any other
material matters relating to the management, leasing and operation of the
Property; and

(15) Performing all additional duties which Owner may reasonably
require Manager to perform from time to time which are (i) consistent with the
provisions of this Agreement, and (ii) generally performed by property managers
of properties of the type and quality as the Property.

B. INDEPENDENT CONTRACTOR; EMPLOYEES. In performing its duties
hereunder, Manager at all times shall be acting as an independent contractor
contracted by Owner (except where acting as agent for Owner as specifically
required pursuant to this Agreement) and all contractors or consultants engaged
or supervised by Manager shall be independent contractors or employees of
Manager. All Property employees shall be employed by Manager or its Affiliates
and Manager shall oversee such Property employees in the discharge of their
duties.

C. COMPLIANCE WITH REQUIREMENTS. Subject to the Annual Plan or as
otherwise approved or authorized in writing by Owner and Manager, Manager shall
manage, maintain, lease and operate the Property in compliance with (1) all
Legal

<PAGE>

Requirements concerning the Property; (2) the provisions of all mortgages,
notes, deeds of trust and any other instruments encumbering the Property,
provided that Manager shall not be obligated to comply with the terms of any
amendments or modifications of such mortgages, notes or deeds of trust unless
Owner has delivered copies to Manager of any of such amendments or modifications
which impose new or additional requirements or restrictions on Manager or the
leasing or operation of the Property; (3) all Insurance Requirements; (4) the
Leases; and (5) all covenants binding Manager under agreements or arrangements
made with third parties including, without limitation, contractors, consultants
and the lessors of any leased equipment or machinery, and, to the extent it is
in Manager's legal capacity to do so, Manager shall perform all obligations
binding Owner under agreements or arrangements made with third parties. If
Manager ascertains that the Property is not in compliance with any of the
foregoing items and such compliance is not contemplated by the Annual Plan,
Manager shall notify Owner in writing, and Owner shall instruct Manager in
writing as to how to proceed. To the extent that Manager complies with Owner's
instructions relating to Owner's, Manager's or the Property's compliance or
non-compliance with any of the foregoing items, Manager shall in no event be
deemed in breach of any provision of this Agreement, and Manager shall be fully
indemnified under the provisions of Section XVIII.O(2).

Notwithstanding the foregoing, Manager, with the prior written
approval of Owner, shall be entitled to contest in good faith any Legal
Requirement or Insurance Requirement provided that such contest is not
reasonably expected to result in the cancellation or interruption of insurance
coverage for the Property or subject Owner to any civil or criminal liability or
fines and is not reasonably expected to result in a breach, violation or
termination of any mortgage, Lease or other material contract or agreement
encumbering or relating to the Property. Manager's good faith noncompliance
with the applicable Legal Requirement or Insurance Requirement shall not be
deemed a default under this Agreement provided that Manager prosecutes such
contest in good faith and with due diligence to a final determination.

D. IMPLEMENTATION OF ANNUAL PLAN. Manager shall use its diligent good
faith efforts to implement the terms of each approved Annual Plan and shall
exercise control over and shall expend or otherwise transfer rents and other
sums received on behalf of Owner in accordance with the terms hereof. Manager
shall not take any actions which are inconsistent with the Annual Plan and are
not otherwise authorized in writing by Owner, PROVIDED that Manager may exceed
the annual Operating Budget with respect to the payment of Operating Expenses as
set forth in Article VIII.A.

<PAGE>

E. PROPERTY MANAGER. Manager shall retain the services of an
experienced project manager (as an employee of Manager) (the "PROPERTY
MANAGER"), at Owner's cost, to perform the on-site management functions
specified herein.

F. NO DEFAULT. Notwithstanding anything to the contrary in this
Agreement, except to the extent that the payment of additional monies is proven
by Owner to have been required as a direct result of Manager's gross negligence,
willful misconduct or fraud Manager shall not be required to expend money in
excess of that contained in the Owner's Account or otherwise made available by
Owner to be expended by Manager hereunder. Manager will not be in breach or
default of any obligation under this Agreement if, upon receipt of a timely
written request from Manager, Owner fails to advance funds as provided in
Article IX below, fails to make a decision, recommendation or request, fails to
give a direction, approval or consent, fails to execute any notice or document
required by Manager, or fails to make a demand or other communication in any
such case necessary for the performance by Manager of that obligation under this
Agreement.

G. POWERS. For the purposes of carrying out its duties referred to in
this Agreement, Manager is authorized from time to time during the continuance
of this Agreement:

(1) To enter upon the Property for the purposes of carrying out
the provisions of this Agreement;

(2) To negotiate Leases in Owner's name and implement rent
escalations, the terms of such Leases and rent escalations to be in accordance
with the Leasing Guidelines, PROVIDED that Manager is authorized to enter into
Leases having rent terms which do not vary by more than ten percent (10%) from
the terms of the Leasing Guidelines (except for Temporary Leases which will not
be covered by the Leasing Guidelines and may be negotiated by Manager on the
terms set forth in Article IV.C) and, to the extent it is in Manager's legal
capacity and commercially reasonable to do so, on Owner's behalf to fully
perform and exercise the rights of Owner under any such Leases;

(3) To execute in Owner's name all Temporary Leases, all Small
Shop Leases, all Large Shop Leases and all licenses or other occupancy
agreements negotiated for Common Areas, provided that Manager shall have
obtained Owner's prior written consent with respect to those Leases and
agreements requiring such consent pursuant to Article IV, and, for the purpose
only of such execution, Owner hereby appoints Manager as Owner's
attorney-in-fact;

<PAGE>

(4) As agent for Owner and without need for consent of Owner, to
institute, prosecute, defend, settle or otherwise deal with (i) any claim or
legal proceeding against Owner which is not covered by Owner's insurance or
Owner's self-insured retention, but is likely to be settled or otherwise
resolved at a total cost to Owner (excluding attorneys' fees and expenses but
including payments made to any claimant or potential claimant) that is equal to
or less than Fifty Thousand Dollars ($50,000), subject to annual increase on
each January 1 commencing on January 1, 1997 based on the percentage increase in
the Index during the preceding Fiscal Year, (ii) any collection or enforcement
action or eviction proceeding with respect to any Lease other than an Anchor
Lease or a Large Shop Lease, and (iii) any claim, lawsuit or proceeding against
Owner which is (A) covered by the Owner's self insured retention, to the extent
that payments made from such self-insured retention are recoverable from
Occupants, and in the event that the entire amount of such self-insured
retention set forth in the Operating Budget for any Fiscal Year has been
exhausted, only if such claim, lawsuit or proceeding is settled or resolved at a
cost to Owner (excluding attorneys' fees) of less than Fifty Thousand Dollars
($50,000), subject to annual increase on each January 1 commencing on January 1,
1997 based on the percentage increase in the Index during the preceding Fiscal
Year, or (B) covered by insurance and is being defended, pursued or settled by
Owner's insurance company or adjuster; and, subject to the prior written consent
of Owner, to commence, prosecute or defend or otherwise deal with any other
legal or other action relating to any other matter concerning the Property;

(5) As agent for Owner, to accept and receive all Gross Income
for deposit into the Owner's Account;

(6) To advertise, merchandise and promote the Property in
accordance with the Annual Plan or as otherwise approved in writing by Owner;

(7) To select, retain, engage, employ, replace, supervise,
dismiss, or otherwise deal with any contractors or consultants as may be
reasonably necessary or desirable for the efficient management and operation of
the Property by Manager, PROVIDED that such contractor is not a Related Person
of Manager and the applicable contract or agreement shall not be for a term
longer than one (1) year unless such contract may be terminated on no more than
thirty (30) days' notice without charge or penalty; and

(8) Subject to the Annual Plan or as otherwise authorized or
approved in writing by Owner, to do and perform in respect of the Property all
things reasonably necessary or appropriate on the part of Manager in compliance
with the

<PAGE>

covenants and obligations of Manager herein contained to fully and effectively
manage the Property and otherwise perform its obligations hereunder.

ARTICLE IV

LEASING THE PROPERTY

A. LEASING OBLIGATIONS. Manager shall use its diligent, good faith
efforts during the term of this Agreement to lease the Property in accordance
with the Annual Plan. In connection therewith, Manager shall:

(1) assist in the preparation of and make recommendations to
Owner as to variations to the Standard Form of Shop Lease to be used at the
Property from time to time;

(2) use the Standard Form of Shop Lease as the basis for the
negotiation of all Small Shop Leases and Large Shop Leases;

(3) subject to the terms of the Leasing Guidelines, negotiate the
terms and conditions of all Leases, including, without limitation, all
extensions, renewals, amendments and modifications thereto, in accordance with
the Annual Plan, with such immaterial variances from the Standard Form of Shop
Lease as may be reasonably required, unless otherwise authorized in writing by
Owner; PROVIDED that Manager may negotiate terms and conditions for Leases which
vary from the rent terms set forth in the Leasing Guidelines by up to ten
percent (10%);

(4) arrange for the execution of Leases and all amendments and
modifications thereto by all parties thereto, and distribute copies thereof in
accordance with this Agreement;

(5) locate and endeavor to secure, in accordance with the Annual
Plan, suitable Occupants for all areas of the Property that may be vacant from
time to time or are to be come vacant in the near future and are reasonably
available for occupation or use, including, to the extent applicable, the Common
Areas;

(6) review the general suitability of prospective Occupants and,
to the extent Manager may deem it reasonably necessary or appropriate, seek
references from prospective Occupants and conduct such other investigations as
will establish

<PAGE>

whether or not the prospective Occupant is capable of performing all obligations
which the prospective Occupant would be required to perform under its Lease;

(7) coordinate the activities of management, leasing, design and
engineering personnel and/or consultants to implement the leasing program for
the Property; and

(8) perform such other leasing activities as may be required by
and consistent with the prevailing national standard for properties of a similar
type and quality as the Property.

B. BROKERS. Manager may engage and cooperate with brokers, as may be
reasonably necessary or appropriate, so as to secure prospective tenants for the
Property. Unless otherwise specifically contemplated under the Annual Plan or,
unless otherwise approved in writing by Owner, Manager shall be responsible for
the payment of any commissions payable in connection with procuring tenants for
the Property and Manager does hereby indemnify and hold Owner harmless from and
against any and all loss, cost, liability or damage (including attorneys' fees
and expenses incurred in good faith and court costs), incurred by Owner in
connection with any claim for leasing commissions in connection with the
leasing of the Property after the date hereof.

C. TEMPORARY LEASES. If the terms and conditions of any Temporary
Lease are consistent with the budget for Temporary Leases (subject to a variance
of up to ten percent (10%) on the rent terms) and are on the standard form of
lease for Temporary Leases (without material modification thereto) or have
otherwise been approved in writing by Owner, Manager is authorized to execute
such Temporary Leases on behalf of Owner, without seeking Owner's consent
thereto. Manager shall deliver a conformed copy of any such Temporary Lease to
Owner promptly after Owner's request therefor.

D. SMALL SHOP LEASES. If the terms and conditions of any Small Shop
Lease are consistent with the Annual Plan and the Leasing Guidelines (subject to
a variance of up to ten percent (10%) on the rent terms) or have otherwise been
approved in writing by Owner, Manager is authorized to execute such Small Shop
Lease on behalf of Owner, without seeking Owner's consent thereto. Manager
shall deliver a conformed copy of each such Small Shop Lease to Owner within ten
(10) Business Days after Manager's execution thereof.

E. LARGE SHOP LEASES AND NONCONFORMING SMALL SHOP AND TEMPORARY
LEASES. Manager shall obtain the written consent of Owner to the terms and
conditions of any Large Shop Lease or any Small Shop or Temporary Lease which

<PAGE>

Manager is not authorized to execute on behalf of Owner pursuant to the terms
hereof, by delivering such Lease to Owner together with all reasonably relevant
information. Owner shall grant or deny (with specificity) its approval of the
terms and conditions of any such Lease within ten (10) Business Days after
Owner's receipt of such Lease and relevant information. In the event that Owner
shall fail to notify Manager (by telephone, facsimile or otherwise) of its
approval or rejection within such ten (10) Business Day period, Owner shall be
deemed to have approved such Lease. Upon Owner's approval or deemed approval of
any such Lease, Manager shall be authorized to execute such Lease on behalf of
Owner, and shall deliver a conformed copy thereof to Owner within ten (10)
Business Days after Manager's execution of such Lease.

F. ANCHOR LEASES. Manager shall obtain the written consent of Owner
to the terms and conditions of any Anchor Lease by delivering such Anchor Lease
to Owner together with all reasonably relevant information. Owner shall grant
or deny (with specificity) its approval of the terms and conditions of any
Anchor Lease within twenty-one (21) days after Owner's receipt of such Lease and
relevant information. Manager will deliver each fully negotiated and approved
Anchor Lease to Owner for Owner's execution thereof, and provided that the terms
of any such Anchor Lease are consistent with the terms approved in writing by
Owner, Owner shall execute any such Anchor Lease within fifteen (15) Business
Days after Owner's receipt thereof.

G. LEASING FEE. Except for any amounts to be reimbursed to Manager in
accordance with the terms hereof, Manager shall be entitled to receive fees and
commissions in connection with the negotiation and execution or administration
of Leases in accordance with Section XIII.C as its sole compensation for the
leasing services contemplated by this Article IV.

H. OCCUPANT IMPROVEMENTS. Manager shall review, approve and
coordinate the design of the Occupants' stores to the extent contemplated in the
Occupants' respective Leases, including without limitation obtaining and
reviewing design drawings for Occupants' store fronts and specifications for
Occupants' equipment, and monitoring the progress of Occupants' construction of
standard tenant improvements at the Property.

<PAGE>

ARTICLE V

TENANT RELATIONS

A. REASONABLE EFFORTS. Manager shall exercise its diligent good faith
efforts consistent with Article IV to maintain good tenant relations with
Occupants of the Property in a reasonable manner.

B. PROCEDURES. Manager shall establish procedures for the prompt
receipt, investigation and handling of Occupant requests and complaints, and
shall request that any and all allegations by Occupants of defaults by Owner or
Manager under the Leases be made in writing.

C. ENFORCEMENT OF LEASES. Manager shall establish procedures
consistent with this Agreement for the collection and receipt of rent and all
other charges due Owner under and in accordance with the Leases, including
procedures for advising Occupants of overdue rent. To the extent commercially
reasonable, Manager shall, on behalf of Owner:

(1) subject to the limitations set forth in Section III.G(4),
engage attorneys experienced in the field of landlord-tenant relations to
prosecute defaults under any of the Leases;

(2) take such other action as may be directed by Owner to enforce
the Leases; and

(3) hire auditors to audit Occupants in order to collect
applicable sales information, and charge the reasonable costs of such auditors
to the Property.

ARTICLE VI

RECEIPTS

A. CASH RECEIPTS. Except as provided in Section B of this Article,
all rent and other monies with respect to the Property received by Manager from
whatever source (the "CASH RECEIPTS") shall promptly be deposited by Manager
into the Owner's Account.

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B. SECURITY DEPOSIT ACCOUNT. Manager shall deposit into a segregated
interest bearing account (hereinafter referred to as the "SECURITY DEPOSIT
ACCOUNT"), prior to the close of business of the third succeeding Business Day
after receipt by Manager, all security deposits. If any Lease requires the
security deposit or any other payment to be in an interest bearing account,
Manager shall so comply. Manager shall hold all security deposits received in a
form other than cash (e.g., letters of credit or certificates of deposit) in a
safe and secure location. Manager shall from time to time withdraw funds from
any Security Deposit Account (and convert any non-cash security deposits to
cash) and deposit the same in the Owner's Account in accordance with the terms
of the Leases. Manager shall not commingle security deposits with any funds or
other property of Manager.

ARTICLE VII

ANNUAL PLAN

A. INITIAL ANNUAL PLAN. Owner and Manager have agreed upon and
adopted an initial Annual Plan for the remainder of the 1996 Fiscal Year.

B. SUBMISSION OF ANNUAL PLANS. At least thirty (30) days prior to the
beginning of each Fiscal Year Manager shall deliver to Owner for its approval an
Annual Plan for the succeeding Fiscal Year which shall incorporate:

(1) an Operating Budget for that Fiscal Year setting forth, with
reasonable specificity, the estimated Gross Income and Operating Expenses for
the Property and showing ongoing expenses and extraordinary expenses and the
approximate dates upon which funds therefor will be needed;

(2) a capital expenditures budget for that Fiscal Year;

(3) the projected timing and estimated amount(s) of any required
capital advances by Owner for that Fiscal Year;

(4) Manager's marketing and leasing plans for the Property for
the following Fiscal Year, and any modifications to the Leasing Guidelines, if
any, proposed by Manager;

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(5) the type and coverage levels and premiums of all insurance
for the Property to be maintained during the subsequent Fiscal Year if not
covered by Owner's or its Affiliate's corporate leasing program;

(6) a summary of all agreements relating to the Property between
Manager and any Related Persons of Manager; and

(7) such other matters as Owner may reasonably require to be
included in such Annual Plan from time to time.

The Annual Plan shall be in form and substance reasonably acceptable to Owner,
and shall be submitted together with a report containing recommendations for the
subsequent Fiscal Year in relation to any matters deemed appropriate by Manager
or reasonably requested by Owner.

C. OWNER'S APPROVAL. Owner shall approve or disapprove Manager's
proposed Annual Plan within thirty (30) days after receipt thereof. Owner shall
specify the reasons for any disapproval. Owner's failure to respond within such
thirty (30)-day period shall be deemed to be an approval of the Annual Plan as
submitted. Upon Manager's timely receipt from Owner of a notice of disapproval
or a request for supplemental information regarding the proposed Annual Plan or
any component thereof, Manager shall diligently undertake to modify the
disapproved matters or to provide Owner with such requested supplemental
information. Owner and Manager shall act in good faith in order to agree upon
each Annual Plan and provide for the continued orderly operation of the
Property. Pending the resolution of any such dispute, the submitted Annual Plan
shall control with the sole exception of those specific items not approved by
Owner, and the Annual Plan for the preceding Fiscal Year (exclusive of any line
items relating to expenditures for specified capital works which shall be
established by Owner) shall control with respect to those specific items not
approved by Owner; provided, however, that unless Owner and Manager otherwise
agree:

(1) individual unapproved line items may be increased to such
amount as may be necessary for Non-Discretionary Expenses and any Operating
Expenses incurred in connection with any Emergency;

(2) any other unapproved line item relating to Operating Expenses
payable to third parties who are not Related Persons to Manager, or pursuant to
existing contracts with third parties who are Related Persons to Manager which
are known at that time to have increased or decreased in cost shall be increased
or decreased, as applicable, to the then current level as of the end of such
prior Fiscal Year;

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(3) any line items relating to expenditures for capital works or
other capital expenditure in the Annual Plan for the preceding Fiscal Year shall
be disregarded except where the capital expenditure approved for the preceding
Fiscal Year remains to be paid in accordance with the approval;

(4) with respect to each other unapproved line item of the
submitted Operating Budget, the amount for such line item set forth in the
Operating Budget for the preceding Fiscal year shall be increased by five
percent (5%).

D. MISCELLANEOUS PROVISIONS. Manager shall operate the Property
in accordance with the applicable Operating Budget with such variances as may be
permitted pursuant to Section VIII.A, or as otherwise expressly provided by this
Agreement. Manager may from time to time recommend to Owner proposed amendments
to the then current Annual Plan or Operating Budget, and upon Owner's written
approval thereof, Manager shall operate the Property in accordance with the
Annual Plan or Operating Budget as so amended. Any inconsistencies between the
terms and conditions of this Agreement and the provisions of any Annual Plan
shall be governed by the provisions of the Annual Plan. Manager shall not be
deemed to be in breach of its obligation to comply with the operating standards
provided in this Agreement to the extent that the failure to comply with such
standards results from insufficient funds due to Owner's refusal to approve any
element of an Annual Plan proposed by Manager, or insufficient funds being on
deposit in the Owner's Account due to withdrawals by Owner, provided that the
foregoing shall not be deemed to relieve Manager from liability for such
obligations if the need for such funds resulted from Manager's gross negligence,
willful misconduct or fraud.

ARTICLE VIII

DISBURSEMENTS

A. PAYMENT OF OPERATING EXPENSES. Subject to the provisions of
Article IX, Manager shall pay, prior to delinquency, during each month of the
term hereof from funds on deposit in the Owner's Account as provided in
Section B of this Article, all Operating Expenses due and payable in accordance
with the Operating Budget without further consent of Owner, and such further
sums as Owner may have directed in writing Manager to pay. In addition, Manager
may pay the following Operating Expenses without obtaining Owner's consent
whether or not the amount thereof is in excess of the respective amounts set
forth therefor in the Operating Budget: (1) all Non-Discretionary Expenses, (2)
Emergency expenditures in accordance with Section XI.D,

<PAGE>

and (3) Discretionary Expenses exceeding any individual line item in the
Operating Budget, provided that the aggregate amount of such excess
Discretionary Expenses in any Fiscal Year, exclusive of any amounts expended
pursuant to the foregoing clauses (1) or (2), shall not exceed five percent (5%)
of the aggregate amount of all Discretionary Expenses set forth in the Operating
Budget for such Fiscal Year, without Owner's prior written consent.

B. CHECKS. Manager shall designate one or more officers or employees
to sign checks for the payment of Operating Expenses from the Owner's Account.
Except for the drawing of certain checks on the Owner's Account as expressly
authorized herein, Manager shall not have any authority to withdraw funds from,
or otherwise give instructions relating to, the Owner's Account. Owner shall
designate one or more representatives of Owner as signatories on the Owner's
Account which representatives shall have the right to sign checks, draw funds
from and otherwise give instructions relating to the Owner's Account, PROVIDED
that Owner shall not withdraw funds from the Owner's Account which would, in the
reasonable judgment of Manager, be necessary to be retained to ensure that all
Operating Expenses and capital expenses can be paid from time to time as and
when they become due.

ARTICLE IX

ADVANCES FOR OPERATING EXPENSES

A. NOTIFICATION. Pursuant to Section XII.A(16), Manager shall submit
to Owner, on a monthly basis, an estimate of the Operating Expenses and other
items required to be paid by Manager hereunder which will become due during the
ensuing calendar month and the dates on which such amounts will be payable. In
addition, if, during any month within the term of this Agreement, Manager
determines that the balance in the Owner's Account is or will be insufficient to
pay Operating Expenses and any other items required to be paid by Manager
hereunder, Manager shall promptly notify Owner of that event and of the amount
of the deficiency, actual or anticipated. Such notice shall be accompanied by
an explanation for any variance from the Operating Budget, and, unless any such
variance is the result solely of a change of not more than thirty (30) days in
the timing of payment of certain Operating Expenses, or is the result of Owner's
withdrawal of funds from the Owner's Account, then as promptly as practicable
thereafter Manager shall deliver to Owner for Owner's reasonable approval a
revised Operating Budget for the remainder of the applicable Fiscal Year.

<PAGE>

B. OWNER'S ADVANCES. Promptly after receipt of the Manager's estimate
under Section A of this Article or upon request by Manager, Owner may advance or
cause to be advanced to the Owner's Account such funds as are necessary to pay
Operating Expenses as they become due. Manager's obligation to pay the
obligations of the Property and Owner under this Agreement is conditioned upon
the availability of sufficient funds (from a Person other than Manager) to
perform such obligation, and, Manager shall not be deemed in default of any
provision of this Agreement for its failure to pay or discharge any Operating
Expenses or other Property expenses to the extent the balance of the Owner's
Account is insufficient to pay the same.

C. INDEMNIFICATION. Owner hereby agrees to indemnify, defend and
protect Manager and to hold Manager harmless from and against any and all causes
of action, losses, costs, damages, expenses or liabilities (including reasonable
attorneys' fees and expenses incurred in good faith and court costs) suffered or
incurred by Manager as a result of Owner's failure to advance funds to cover a
deficiency in the Owner's Account if:

(1) the expense relates solely to the Property;

(2) the deficiency in the Owner's Account has not been caused by
Manager's gross negligence, willful misconduct or fraud; and

(3) Manager promptly notified Owner of the existence and the
amount of the deficiency in accordance with Section A of this Article.

ARTICLE X

FIDELITY INSURANCE COVERAGE

Manager and all officers and employees of Manager who may handle or
are responsible for the handling of receipts or disbursements shall be covered
by insurance maintained by Manager, at its sole cost and expense, in an amount
not less than One Million Dollars ($1,000,000) for employee dishonesty coverage
against any and all loss, theft, embezzlement or other fraudulent acts on the
part of Manager or Manager's employees, and not less than One Hundred Thousand
Dollars ($100,000) for money and securities on and off the premises, transit and
depositors forgery coverage, indemnifying Owner, as obligees, against any and
all loss, theft, embezzlement or other fraudulent acts on the part of Manager or
Manager's employees.

<PAGE>

ARTICLE XI

MAINTENANCE OF THE PROPERTY

A. STANDARD. Manager shall cause the Property and all buildings,
improvements and systems comprising same to be maintained at a standard not less
than the prevailing national standard of industry practice for properties of a
similar type and quality as the Property. In connection therewith, Manager
shall use its diligent good faith efforts to contract in the name and at the
expense of Owner, for all services and utilities necessary for the efficient
maintenance and operation of the Property, as contemplated by the Annual Plan.
Manager shall not enter into any contracts on behalf of Owner without the prior
written consent of Owner unless (1) the payments required to be made by Manager
and/or Owner under such contract, in the aggregate, are contemplated by the
applicable Annual Plan or will be less than or equal to One Hundred Thousand
Dollars ($100,000) per Fiscal Year, subject to annual increase on each January 1
commencing on January 1, 1997 based on the percentage increase in the Index
during the preceding Fiscal Year, and such expense is included within a line
item in the Operating Budget, (2) such contract is for a term no longer than one
year unless such contract may be terminated on no more than thirty (30) days'
notice without charge or penalty, and (3) such contract is not with a Related
Person to Manager, in which event Manager shall be entitled to enter into such
contract without Owner's consent. All work for the maintenance and repair of
the Property shall be performed by independent contractors or affiliates of
Manager, or by Property employees, except to the extent required by Manager's
gross negligence, willful misconduct or fraud.

B. SUPPLIES AND EQUIPMENT. Manager shall, at Owner's expense,
purchase such supplies, equipment and services as are necessary for the
maintenance and operation of the Property; PROVIDED, HOWEVER, that except as
otherwise expressly permitted hereunder no disbursement for this purpose shall
exceed the amount set forth in the Operating Budget (subject to variances
permitted by Section VIII.A) and no such disbursement shall be made unless the
necessary funds are available to Manager from the Owner's Account.

C. ENFORCEMENT OF CONTRACTS. In connection with the maintenance and
operation of the Property, Manager shall take all commercially reasonable steps,
including legal action when authorized in writing by Owner, to enforce all
maintenance, service and supply contracts, guarantees, warranties, bonds and
other third party contractual undertakings, if any.

<PAGE>

D. EMERGENCIES. In the event of an Emergency, Manager may make such
repairs to the Property and take such other actions as Manager may deem
reasonably necessary irrespective of any cost limitations or other restrictions
imposed by this Agreement, provided, however, that Manager will use its diligent
good faith efforts to notify Owner prior to making any such repair or taking any
such action and shall not take any such action if Owner has otherwise directed
Manager in writing following receipt of such notification. Promptly after an
Emergency, or after knowledge of any conditions which require maintenance or
repair work at a projected cost in excess of the annual amounts authorized in
the Annual Plan, Manager shall deliver a notice thereof to Owner together with
its recommendations with regard thereto.

ARTICLE XII

RECORDS AND REPORTS

A. MONTHLY REPORTS. Manager shall maintain at its offices and deliver
to Owner at Owner's request a report in form reasonably acceptable to Owner
containing the following information with respect to the Property within thirty
(30) days after the end of each calendar month (or within thirty (30) days after
the end of such other period as may be agreed between the parties) (each such
month or other period being referred to herein as a "PERIOD"):

(1) An itemized statement of Cash Receipts for the Period and
cumulatively for the Fiscal Year to date and the amount of all deposits into the
Owner's Account for the Period and cumulatively for the Fiscal Year to date;

(2) An itemized statement of capital receipts for the Period and
cumulatively for the Fiscal Year to date;

(3) An itemized statement showing the Operating Expenses for the
Period and the cumulative Operating Expenses for the Fiscal Year to date;

(4) An itemized statement showing the capital expenditures and
significant maintenance items of a capital nature for the Period and
cumulatively for the Fiscal Year to date;

(5) A list of debtors, aging such debtors as at the end of the
Period and specifying the source of the debt;

<PAGE>

(6) To the extent such information is available to Manager, a
reconciliation statement for the Period of the Owner's Account and any other
account opened by the Manager for the purposes of this Agreement or maintained
by the Manager in the name of or on behalf of Owner;

(7) A statement of net operating income for the Period and
cumulatively for the Fiscal Year to date;

(8) A statement of variations between the Operating Budget and
the net operating income for the Period and cumulatively for the Fiscal Year to
date;

(9) A statement of variations between the capital budget and
capital expenditures for the Period and cumulatively for the Fiscal Year to
date;

(10) A leasing status report for all Occupants containing a rent
roll, a statement of vacancies in the Property at the end of the Period (showing
the rental value of the premises and the status of any negotiations with
potential Occupants) and any new or renewed Leases executed, pending or under
negotiation and highlighting all changes in the status of any Leases since the
last such monthly report, PROVIDED, HOWEVER, that with respect to Temporary
Leases, Manager need provide in its monthly report only aggregate amounts for
income and expenses and delineate any in-line space occupied under any Temporary
Leases;

(11) Details of rent and fee reviews negotiated during the Period
under all Leases other than Temporary Leases;

(12) A statement of the respective sales figures achieved by each
Occupant (except for Occupants under Temporary Leases) during the Period and
during the current Fiscal Year to date, including comparisons with the same
period in the previous Fiscal Year; and, to the extent that any Occupants are
required for that Period to, and in fact do, deliver audited statements under
their Leases or Manager has carried out an audit as permitted under such Leases,
an audited statement of such Occupants' respective sales figures;

(13) A statement containing full details of any Emergency
occurring during the Period including details of the action taken by Manager
under Article XI and an itemized schedule of costs incurred by Manager in
respect of the Emergency;

<PAGE>

(14) A management report summarizing significant events or
activities affecting the Property which occurred during the Period or which are
likely to occur in subsequent months;

(15) An estimate of any Operating Expenses and other items
required to be paid by Manager hereunder becoming due during the ensuing month
and the dates on which such amounts will become due;

(16) For every three-month period, a report of the amount spent
on marketing, advertising and promotion of the Property and Occupants'
respective businesses in the immediately preceding three-month period; and

(17) Any other information or statements reasonably requested by
Owner from time to time.

B. FINANCIAL STATEMENTS. (1) Manager shall maintain or cause to be
maintained accurate and complete financial accounts (including the appropriate
ledgers and journals) and supporting documents (including invoices and receipts)
for the Property showing assets, liabilities, income, operations, transactions
and the financial position of the Property to enable the financial statements
referred to in Section B(2) of this Article to be properly and efficiently
prepared (including, without limitation, by maintaining proper computer programs
and systems), and must keep "hard" copies of such financial accounts and
supporting documents at its principal office, or otherwise ensure that such
copies are readily available, for at least seven (7) years. Owner acknowledges
that (unless Owner shall have contributed to the cost of acquiring or developing
such software) the computer software maintained by Manager for the purposes of
this Section B belongs to Manager if the software is used by Manager or Related
Persons in connection with other shopping centers or assets.

(2) Manager shall deliver to Owner, within thirty (30) days after
the end of each fiscal quarter, except for the last quarter of any Fiscal Year
in which case the applicable period shall be sixty (60) days after the end of
such Fiscal Year:

(i) for the periods ending March 31, June 30 and September 30 in
the relevant Fiscal Year, unaudited financial statements for the Property for
the respective periods and for the Fiscal Year to date; and

(ii) for the period ending December 31, in the relevant Fiscal
Year, unaudited financial statements for the Property for the respective period
and for the Fiscal Year to date,

<PAGE>

in each case including, without limitation, a profit and loss statement, a
balance sheet and reconciliations for the Owner's Account and any other account
operated by Manager for the purposes of this Agreement.

(3) The financial reports delivered pursuant to Section B(2) of
this Article shall be accompanied by:

(i) a revised projection for the balance of the Fiscal Year
comparing the Property's position with the Annual Plan, taking into account the
actual Gross Income, Operating Expenses and capital expenses received from or
incurred for the Property to the relevant date and of the estimated sums for the
balance of the Fiscal Year of anticipated Operating Expenses, capital expenses,
Gross Income and capital receipts, together with an explanation of material
variances from the Annual Plan;

(ii) a revised statement of anticipated events or activities
affecting the Property which are expected to take place;

(iii) such other information, including, without limitation,
such reports as may be required by any lender or mortgagee of Owner, as Owner
may reasonably request in good faith concerning the Property; and

(iv) for the period ending December 31, in each Fiscal Year
only, an inventory of all equipment, machinery and other property owned by Owner
showing their current depreciated values as at December 31, of the relevant
Fiscal Year for tax purposes.

(4) All financial reports prepared pursuant to this Article
shall be prepared on a basis of presentation as agreed upon by Owner and Manager
from time to time.

C. RECORDS. (1) Manager shall maintain proper and sufficient
management accounts and records for the Property to enable Manager to
efficiently perform its obligations under this Agreement and to enable Owner to
promptly obtain any information concerning the Property required by Owner, and
Manager shall keep such management accounts and records at the Property or
another location in the continental United States reasonably approved by Owner
for at least seven (7) years. All records maintained by Manager pursuant to
this Agreement shall be the property of Owner and shall be delivered to Owner
upon the termination of this Agreement or, at Owner's request, prior to disposal
by Manager. Manager shall maintain files with the

<PAGE>

originals, or if the originals have been delivered to Owner, copies of all
Leases and other material contracts and agreements relating to the Property.

(2) Without limiting Section C(1) above, Manager shall keep or
cause to be kept the following records with respect to the Property:

(i) a rent roll of Occupants containing all relevant information
in relation to each such Occupant;

(ii) a record of all material contracts or other material
agreements made with contractors or consultants containing details of the
essential terms of such contracts or arrangements;

(iii) a register of depreciable improvements and equipment
showing the cost, date of purchase and current depreciated value of each item
shown in the books of account kept by Manager for Owner;

(iv) a record of all insurance claims pending, current or
contemplated in respect of any insured risk incurred as a consequence of the
ownership, use, operation or occupation of the Property made or managed by
Manager on behalf of Owner showing the status of each claim (a loss run prepared
by a third party insurance adjustor will satisfy this requirement);

(v) an updated record of the total benefits and entitlements of
all Property employees; and

(vi) a register of all complaints received concerning the
Property from all Persons including, without limitation, Occupants, customers,
visitors, authorities, and neighboring residents, owners and occupiers, and the
responses made thereto, except those complaints which, in Manager's reasonable
opinion, do not require further action.

D. PRODUCTION OF RECORDS AND INFORMATION. Subject to all other
provisions of this Agreement, Manager shall:

(1) if requested by Owner produce such financial accounts, books
of account, records or information in relation to the Property to any one or
more of Owner's appraisers, accountants, lenders or other agents as Owner may
reasonably require and take or permit those Persons to take photocopies of the
books of account and records or information at the expense of such Persons;

<PAGE>

(2) if requested by Owner, permit Owner or its agents to carry
out an independent audit or inspection of Manager's books of accounts, records
or information for the Property or Owner at Owner's cost, unless the amount of
Gross Income or total Operating Expenses for any Fiscal Year as determined by
any such audit or inspection differs by more than five percent (5%) from the
amount of Gross Income or total Operating Expenses for such Fiscal Year recorded
in Manager's books and records, in which case Manager shall be responsible for
the cost of such audit or inspection; and

(3) from time to time, as may be reasonably appropriate in order
to give Owner time to make any necessary or appropriate decisions in response
thereto, provide information and recommendations to Owner as to:

(i) market conditions and trends affecting the Property;

(ii) changes or proposed changes to Legal Requirements affecting
the Property (including, without limitation, reassessments carried out by any
responsible authority) and any changes or proposed changes to practices or
procedures adopted by a majority of property owners or managers or both
concerning the prevailing national standard of industry practice with respect to
the management, operation and leasing of properties of a type and quality
similar to the Property of which Manager is aware;

(iii) any proposed or recommended amendments to the Standard
Form of Shop Lease or other standard documents for the Property, the rules for
the Property or the memorandum or articles of association of any committee,
merchants association or similar body appointed to operate and administer the
Media Fund;

(iv) any improvements which may be made to the Property, this
Agreement, the procedures employed by Manager for carrying out its obligations
under this Agreement, the Operating Budget, the capital budget or any other
matter to improve the value, economical operation and efficiency or appearance
of the Property;

(v) the occupancy mix within the Property;

(vi) the type of insurance maintained for the Property, the
coverage level of insurance under any policy effected for the Property and
alterations to the terms of any insurance policy held by or on behalf of Owner
for the Property; and

(vii) any other matters which should be disclosed to Owner in
the proper performance of its obligations under this Agreement or which may be
reasonably requested by Owner from time to time, including, without limitation,
any additional

<PAGE>

information or financial reports and statements that Owner may reasonably
require to provide to its lenders, bankers, partners, shareholders, joint
venturers or any similar Person, PROVIDED that Owner shall be responsible for
any additional costs of Manager in providing such additional information or
reports.

E. TAX RETURNS. Within ninety (90) days after the end of each Fiscal
Year, Manager will provide the information relating to the Property necessary to
complete the tax returns of Owner and will cooperate with Owner and its
attorneys, accountants and tax advisers with respect to the completion thereof
in good faith.

F. GENERAL QUALIFICATIONS. Owner acknowledges that Manager and its
Affiliates manage shopping centers other than the Property on behalf of
proprietors other than Owner (collectively, "OTHER MANAGEMENT ACTIVITIES").
Owner further acknowledges that:

(1) in order to undertake effectively the Other Management
Activities in accordance with their respective obligations under agreements
relating to those Other Management Activities, Manager and Related Persons
employ reasonable standardized and uniform information and accounting procedures
and systems (collectively, the "MANAGEMENT INFORMATION SYSTEMS"); and

(2) the obligations of Manager under this Agreement to provide
information (I.E., additional information that is not specifically described in
this Agreement and which is requested by Owner pursuant to this Article XII,
pertaining to the management and operations of the Property (collectively, "
OWNER'S ADDITIONAL INFORMATION REQUIREMENTS")) are not intended to operate in
such a way as to cause unreasonable disruption to the Management Information
Systems or to require Manager to incur unreasonable costs and expenses in
obtaining and adapting the Management Information Systems in order to provide
Owner's Additional Information Requirements. Notwithstanding the foregoing, and
any other provisions of this Agreement, unless any such requested information is
Confidential Information as defined below, Manager will comply with Owner's
Additional Information Requirements and will supply the information requested;
PROVIDED, however, that Owner will reimburse Manager for the reasonable direct
additional costs that Manager demonstrates Manager or any Affiliate incurred in
complying with such request, if it is not common practice for managers of
regional malls of a kind similar to the Property to provide the information
requested pursuant to the Owner's Additional Information Requirements.

Notwithstanding anything to the contrary contained in this Agreement,
in no event shall Manager be obligated to provide to Owner any information,
document or

<PAGE>

report which (i) is prepared for the purposes of, or any minutes of proceedings
of, the board of directors of Manager or any Affiliate of Manager, (ii) directly
and primarily relates to commercially confidential information concerning other
shopping centers managed by any Affiliates of Manager, or (iii) is prepared for
the direct and primary purposes of, or constitutes a report to the Westfield
Finance and Management Committee or other corporate management committee
performing similar functions (collectively, "CONFIDENTIAL INFORMATION").

Notwithstanding anything to the contrary contained herein, Owner shall
in no event acquire any rights with respect to Manager's Management Information
Systems or Manager's plans, programs or processes for the management and
operation of the Property.

ARTICLE XIII

COSTS AND EXPENSES - COMPENSATION

A. MANAGEMENT FEE. Manager shall be entitled to a management and
leasing fee (the "MANAGEMENT FEE") for rendering the services herein required
during the term of this Agreement equal to five percent (5.0%) of all minimum,
fixed and percentage rent (including without limitation (1) proceeds from any
litigation wherein damages equivalent to or based upon rent payable to Owner
from a defaulted Occupant are recovered, exclusive of interest, (2) all security
deposits which have been applied to rent payable to Owner, and (3) all proceeds
from loss of rents insurance maintained by Owner relating to the Property but
excluding income from specialty leasing which is paid to Owner on a net basis)
under all Leases at the Property during each Fiscal Year (or the pro rata
portion of such amounts for any partial Fiscal Year during the term of this
Agreement). Subject to adjustment as hereinafter provided, such fee shall be
payable monthly by Owner in arrears at the end of each month during the term of
this Agreement based on the minimum, fixed and percentage rent for such month as
shown in the most recent leasing status report delivered pursuant to
Article XII.A(10). Manager is hereby authorized to pay to itself on account of
the Management Fee each such monthly installment from the Owner's Account. The
Management Fee shall be adjusted on the following basis so that the aggregate
Management Fee equals the amount set forth in this Section A: (1) monthly on an
interim basis as soon as practicable after Manager has delivered to Owner the
financial statements specified in Section XII.A for such month, (2) quarterly on
an interim basis as soon as is practicable after the delivery to Owner of the
quarterly financial statements specified in Section XII.B(2)(i), and (3)
annually on a final basis as soon as is practicable after the delivery to Owner
of the annual financial

<PAGE>

statements specified in Section XII.B(2)(ii). Promptly after each such
adjustment, Owner or Manager, as the case may be, shall pay to the other the
amount of the applicable shortfall or overpayment of the Management Fee as
determined by such adjustment. In the event that there are insufficient funds
in the Owner's Account to pay the Management Fee due for any month during the
term of this Agreement, then if Owner does not pay the amount of such Management
Fee within ten (10) Business Days after receipt of notice of such insufficiency,
such unpaid Management Fee shall bear interest at a rate equal to the lesser of
(1) the Prime Rate plus two percent (2%), compounded monthly, or (2) the highest
rate allowable by law, for the period from the date such Management fee was due
until the date that it is paid in full by Owner to Manager. With respect to any
partial Fiscal Year during the term of this Agreement, for the purpose of
calculating the Management Fee, the percentage rent shall be allocated to the
portion of the year during which the Management Fee is payable by multiplying
(1) the amount of percentage rent received from the Property for the entire
applicable Fiscal Year, by (2) a fraction, the numerator of which shall be the
applicable Occupant's gross sales upon which the percentage rent is calculated
with respect to the portion of such Fiscal Year during which this Agreement was
in effect, and the denominator of which shall be such gross sales of the
applicable Occupants with respect to such entire Fiscal Year.

B. EXPENSE REIMBURSEMENT. In addition to the Management Fee specified
in Section A above, Manager shall be entitled to reimbursement as an Operating
Expense of the Property, for those costs and expenses relating to the
management, operation and leasing of the Property incurred by it and
specifically authorized for reimbursement under the terms of this Agreement.
Manager shall not be obligated to incur or bear any expenses of the Property
except those reimbursable under the terms of the immediately preceding sentence.

C. LEASING. Manager shall be entitled to receive from Owner (1) a
lease preparation fee of Seven Hundred and Fifty Dollars ($750) per Lease and
(2) to the extent not recovered from any Occupant, a plan review fee of One
Thousand Dollars ($1,000) per Occupant, such amounts to be subject to annual
increase from and after January 1, 1997 based on the annual increase in the
Index during the preceding Fiscal Year.

<PAGE>

ARTICLE XIV

INSURANCE

Unless such insurance is maintained by Owner and its Affiliate as part
of a corporate insurance program, Manager shall procure and maintain all
insurance required pursuant to the applicable Annual Plan or any mortgage or
deed of trust encumbering the Property, and shall procure such insurance in such
amount and from such companies as may be approved by Owner in the Annual Plan or
otherwise authorized by Owner in writing. Manager shall comply with all
Insurance Requirements in the management and operation of the Property and shall
use its diligent good faith efforts to cause all Occupants to comply with any
applicable Insurance Requirements.

ARTICLE XV

ALTERATIONS

Manager shall make no changes or alterations in or additions to the
Property or any part thereof of a material nature without the prior written
consent of Owner, except as otherwise expressly set forth in the Annual Plan.
Except with respect to any expansion, redevelopment or refurbishment, or
preliminary services relating thereto, performed pursuant to a Development
Agreement for the Property, Manager shall supervise the performance of all
repairs, renovations and alterations performed at the Property, and shall
monitor all Occupant alterations of the Property on behalf of Owner in such a
manner as may be reasonably required of Manager. Manager shall promptly report
any liens on the Property to Owner.

ARTICLE XVI

TERMINATION

A. TERM. The term of this Agreement shall commence on the date hereof
and shall continue until terminated pursuant to this Article.

B. NON-CURABLE TERMINATING EVENTS. (1) Owner may terminate this
Agreement on not less than 15 days written notice to Manager upon the occurrence
of any of the following events:

<PAGE>

(i) the Bankruptcy of Manager;

(ii) Owner sells or transfers 100% of its interest in the
Property (other than to a Related Person), whether directly or indirectly;

(iii) the aggregate direct and indirect interest of Westfield
America Trust, a public unit trust organized under the laws of New South Wales
and Westfield Holdings Limited, a company incorporated in the State of New South
Wales ("WHL") or their respective Affiliates (including any investment vehicle
sponsored, promoted or managed by any such entity) in CenterMark is less than
20%;

(iv) any of the Other Management Agreements are validly
terminated by Owner or one of its Affiliates in accordance with their terms by
reason of Manager's material default thereunder;

(v) the foreclosure by any mortgagee upon the Property or the
taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise
agreed in writing by Manager and such Mortgagee;

(vi) an act of fraud, embezzlement or theft constituting a
felony against Owner or its Affiliates which causes it material injury is
perpetrated by Manager or by Developer or by Advisor in its corporate capacity
(as distinguished from the acts of any employees of such entities which are
taken without the approval or complicity of the Board of Directors of Manager's
managing general partner) under this Agreement, the Advisory Agreement, the
Development Framework Agreement, any Development Agreement or any Leasing
Agreement; or

(vii) the Property or a substantial part of the Property is
damaged or destroyed where the Owner has determined not to rebuild or
reconstruct, provided, however, that in such event Manager will continue to
operate the Property for a reasonable period of time until Owner winds down the
operation of the Property, and provided further that (i) this Agreement shall be
automatically reinstated if, within twenty-four (24) months after the date of
such damage or destruction, Owner determines to rebuild the Property or develop
a new shopping center as a replacement for the Property, and (ii) in the case of
the destruction of only a substantial part of the Property, if Owner elects to
continue the operation of the remaining portion of the Property, this Agreement
shall remain in effect with respect to the portion of the Property to be
operated.

<PAGE>

(2) This Agreement shall terminate if Manager shall notify Owner
that management of regional shopping centers shall cease to be one of the
principal business undertakings of WHL in the United States, PROVIDED that this
Agreement shall continue for a period of 180 days after delivery of such notice
to Owner if Owner shall be reasonably satisfied with Manager's ability to
continue managing the Property during such period.

C. CURABLE DEFAULTS. (1) Either Owner or Manager may terminate this
Agreement by written notice to the other party in the event that the other party
shall default (the "Defaulting Party") in the performance or observance of any
material term, condition or covenant contained in this Agreement in respect of
the Property not falling under Section XVI.B or shall fail to perform or observe
the same in accordance with the required standard under this Agreement and such
default shall continue for a period of thirty (30) days after written notice
thereof shall have been received by the non-defaulting party (the
"Non-Defaulting Party") specifying such default and requesting that the same be
remedied in such thirty-day period, provided that a ten (10) day period shall
apply with respect to any failure to make a monetary payment hereunder (a
"DEFAULT NOTICE").

The Defaulting Party shall be deemed to have complied with a Default
Notice given under this Section XVI.C if the default (other than a monetary
default) is such that it cannot reasonably be remedied within thirty (30) days
and the Defaulting Party shall, in good faith, have commenced to remedy the
default specified therein as soon as is practicable after receiving such Default
Notice, and, thereafter shall have diligently prosecuted the cure to its
completion.

(2) A Non-Defaulting Party shall have the right to terminate this
Agreement based on a default by a Defaulting Party under this Section XVI.C only
if such default is determined to constitute an Adjudicated Default as provided
below. If a Non-Defaulting Party believes that the other party has defaulted in
the performance of a material obligation under this Agreement, and that such
default remains uncured following the delivery of a default notice and the
expiration of the applicable cure period provided in Section XVI.C(1), then such
Non-Defaulting Party may deliver a written notice to the other party setting
forth its intention to terminate this Agreement pursuant to this Section (a
"TERMINATION NOTICE"). If the Defaulting Party desires to contest such
termination, then the Defaulting Party shall so notify the Non-Defaulting Party
within ten (10) Business Days after receipt of the Termination Notice, and a
senior officer of each party shall meet promptly and negotiate in good faith in
order to resolve such dispute. If such senior officers are unable to resolve
the dispute within thirty (30) days after the Defaulting Party's receipt of the
Termination Notice, then the Defaulting Party may

<PAGE>

institute an action in the appropriate judicial forum within thirty (30) days
thereafter to determine whether the Defaulting Party has defaulted in the
performance of a material obligation hereunder. An "ADJUDICATED DEFAULT" shall
be deemed to have occurred if:

(i) the parties' respective senior officers are unable to
resolve such dispute and the Defaulting Party does not institute a judicial
proceeding within sixty (60) days after it's receipt of a Termination Notice;

(ii) a court renders a final decision finding that the
Defaulting Party has defaulted in the performance of a material obligation
hereunder, and the Defaulting Party does not deliver a notice of appeal to the
appropriate parties within the applicable appeal period; or

(iii) a court renders a final decision finding that the
Defaulting Party has defaulted in the performance of a material obligation
hereunder and an appeal is perfected by the Defaulting Party within the
applicable appeal period, and a second court renders a final decision finding
that the Defaulting Party has defaulted in the performance of a material
obligation hereunder.

D. MANAGER'S RIGHTS AND OBLIGATIONS ON TERMINATION. Upon termination
of this Agreement Manager shall:

(1) promptly surrender and deliver to Owner any space in the
Property occupied by Manager and pay to Owner or as Owner shall direct all Gross
Income and other monies related to the Property on hand and all moneys due to
Owner under this Agreement including any moneys received after termination;

(2) promptly deliver to Owner originals in the possession of or
reasonably available to Manager, its Affiliates, agents or employees or, if such
originals are not in the possession or reasonably available to Manager, copies
of all contracts, documents, reports, market studies, files, funds, surveys,
insurance policies, papers, Leases, keys, records and other property pertaining
to this Agreement or to the Property in the possession of or reasonably
available to Manager, its Affiliates, agents or employees;

(3) furnish all such information and take all such action as
Owner may reasonably require in order to effect an orderly and systematic
termination of Manager's duties and activities hereunder and the appointment of
a substitute manager;

<PAGE>

(4) as soon as is reasonably practicable, deliver to Owner, at
Owner's expense, audited financial statements reflecting the balance of all
Gross Income, all capital contributions, all Operating Expenses, all capital
expenses and the credit balance of all accounts maintained by the Manager under
this Agreement as at the date of termination;

(5) if requested by Owner, at Owner's cost, promptly give written
notice to the Occupants, in a form reasonably satisfactory to Owner, that
Manager no longer manages or is otherwise associated with the Property;

(6) immediately assign and transfer all accounts maintained by
Manager under this Agreement for Owner and assign all contracts with respect to
the Property to a person designated by Owner or as otherwise directed by Owner
and such person shall assume all of Manager's obligations under such contracts;
and

(7) be paid all Management Fees earned under the provisions of
this Agreement prior to such termination. Manager shall not be obligated to
refund any Management Fees earned and received from any month prior to the month
in which this Agreement is terminated, provided, however, that Manager shall
refund to Owner any overpayments of the Management Fee previously paid to
Manager.

ARTICLE XVII

DELIVERY OF DOCUMENTS AND NOTICES

In order to be deemed effective, all documents to be delivered and all
notices, approvals, authorizations and/or consents to be given or obtained by
any party to this Agreement shall be in writing and shall be given by personal
delivery, or sent by express mail or nationally recognized overnight courier, or
by registered or certified mail, postage prepaid, return receipt requested, or
by facsimile (with confirmed receipt) addressed as follows:

<PAGE>

To Manager: CenterMark Management Company
c/o Westfield Corporation, Inc.
11601 Wilshire Blvd.
12th Floor
Los Angeles, CA 90025
Attention: Executive Director
Fax: 310-444-9071

To Owner: CenterMark Properties, Inc.
11601 Wilshire Blvd.
12th Floor
Los Angeles, CA 90025
Attention: President
Fax: 310-444-9071

ARTICLE XVIII

MISCELLANEOUS PROVISIONS

A. LAW TO APPLY. This Agreement is made in and shall be governed by
and construed in accordance with the laws of the State of New York.

B. INCORPORATION BY REFERENCE. Exhibit A, as attached hereto, is
hereby expressly incorporated herein to the same extent and with the same effect
as if fully set out herein.

C. SECTION HEADINGS AND REFERENCES. Headings at the beginning of
Articles and Sections of this Agreement are solely for the convenience of the
parties and are not a part of this Agreement. All references herein to specific
Articles or Sections are references to the applicable Articles or Sections of
this Agreement, unless otherwise indicated.

<PAGE>

D. TERMS. When required by the context, whenever the singular number
is used in this Agreement, the same shall include the plural, and the plural
shall include the singular, and the masculine gender shall include the feminine
and neuter genders.

E. WAIVER. Any waiver, express or implied, by a party hereto, of any
breach of this Agreement by another party or parties, shall not be considered a
waiver of any subsequent breach.

F. SEVERABILITY. The invalidity or unenforceability of any portion of
this Agreement shall not render the remainder hereof invalid or unenforceable.

G. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be effective only upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be one and the
same instrument, with the same effect as if all parties hereto had all signed
the same signature page. Any signature page of this Agreement may be detached
from any counterpart of this Agreement without impairing the legal effect of any
signatures thereon and may be attached to another counterpart of this Agreement
identical in form hereto but having attached to it one more additional signature
pages.

H. TIME. Time is of the essence of this Agreement and each of its
provisions.

I. INCORPORATION OF PRIOR AGREEMENTS. This Agreement contains all of
the agreements of the parties hereto with respect to the matters contained
herein, and no prior agreement or understanding pertaining to any such matter
shall be effective for any purpose. No provision of this Agreement may be
amended or added to except by an agreement in writing signed by the parties
hereto.

J. FURTHER ASSURANCES. Each party hereto hereby agrees to execute and
deliver any and all instruments, agreements and other documents reasonably
necessary to effect the acts contemplated hereby, to the extent required by this
Agreement.

K. ATTORNEYS' FEES. If any party commences an action against another
to enforce any of the terms hereof or because of the breach by any party of any
of the terms hereof, then the successful party after final judgment shall be
entitled to receive from the other party its reasonable attorneys' fees and
other costs and expenses incurred in connection with the prosecution or defense
of such action.

<PAGE>

L. PERSONAL AGREEMENT. This Agreement shall be binding on the parties
hereto. No assignment by Manager shall be effective for any purpose without the
written consent and approval of Owner; PROVIDED, however, that notwithstanding
the foregoing provisions of this Section L, Manager shall have the right to
assign its rights and obligations under this Agreement without Owner's prior
consent to any Affiliate of WHL as long as the transferee Person assumes the
obligations and liabilities of Manager hereunder from and after the effective
date of such transfer. The transfer of an interest in Manager or any
constituent partner of Manager shall not be deemed an assignment of this
Agreement so long as WHL continues to own, directly or indirectly, at least a
50% voting and economic interest in Manager. Upon any such transfer, Manager
shall be released from all liabilities arising hereunder from and after the
effective date of such transfer. Manager agrees that it will not subcontract
all or substantially all of its management responsibilities under this
Agreement, except to an Affiliate of WHL, without the written consent and
approval of Owner. Any attempted assignment or sub-contract in violation of the
provisions of this Section L shall be void AB INITIO.

M. NO PARTNERSHIP. Nothing contained in this Agreement shall
constitute Owner and Manager as partners with one another. Subject to the terms
and provisions of this Agreement, each of the parties shall have the right to
engage in other businesses and business transactions and the other party shall
have no right or interest therein.

N. AMENDMENTS. No amendment to this Agreement shall be effective
unless signed by the party to be charged with any additional responsibilities
thereunder.

O. INDEMNITIES. (1) Manager hereby agrees to indemnify, defend and
protect Owner and its respective officers and directors (such persons
collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section
XVIII.O(1)), and hold each of the Indemnified Parties harmless against all
losses, damages, costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses incurred in good faith and court costs) incurred by
the Indemnified Parties by reason of any claim or demand being made upon or any
action taken against any of the Indemnified Parties arising from Manager's gross
negligence or willful misconduct or fraud with respect to its duties and
obligations under this Agreement. The Indemnified Parties shall, in good faith,
endeavor to notify Manager in writing as to every such claim, demand or action
against the Indemnified Parties within ten (10) Business Days after the
Indemnified Parties become aware that such claim or demand has been made or such
action has been taken. A failure to notify Manager shall not limit Manager's
liability under this Section XVIII.O(1) to the extent that such failure to
notify does not adversely affect Manager's rights with respect to such claim.

<PAGE>

(2) Owner hereby agrees to indemnify, defend and protect Manager and
each of Manager's constituent partners and their respective officers and
directors (each such person collectively called the "INDEMNIFIED PARTIES" for
the purposes of this Section XVIII.O(2)), and hold each of the Indemnified
Parties harmless against all losses, damages, costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses incurred in good
faith and court costs) incurred by the Indemnified Parties by reason of any
claim or demand being made upon or any action taken against any of the
Indemnified Parties arising from (i) any gross negligence or willful misconduct
or fraud of Owner, except to the extent Manager or its Affiliate is responsible
for such gross negligence or willful misconduct, or (ii) any act taken or
omission made by Manager in the performance of its obligations under this
Agreement, which act or omission was not the result of Manager's gross
negligence or willful misconduct or fraud. The Indemnified Parties shall, in
good faith, endeavor to notify Owner in writing as to every such claim, demand
or action against the indemnified parties within ten (10) Business Days after
the Indemnified Parties become aware that such claim or demand has been made or
such action has been taken. A failure to notify Owner shall not limit Owner's
liability under this Section XVIII.O(2) to the extent that such failure to
notify does not adversely affect Owner's rights with respect to such claim.

(3) No person engaged as an independent contractor by Owner or Manager
shall be considered an employee, servant, agent or other Person that Owner or
Manager (as the case may be) shall be obligated to indemnify for the purposes of
this Section XVIII.O. Manager shall use its reasonable efforts to cause Owner
to be listed as an indemnified party in any indemnity contained in an agreement
with an independent contractor. The indemnity contained in this Section XVIII.O
made by Owner and Manager shall survive the termination of this Agreement.

P. OBJECT OF AGREEMENT. The object of this Agreement is the provision
of services by Manager to Owner, and no tangible property will be conveyed other
than tangible property incidental to the provision of such services.

Q. OWNER'S LENDERS AND/OR PURCHASERS. (1) Manager shall, at the
request of Owner, enter into agreements with lenders providing financing to
Owner encumbering all or any party of the Property, pursuant to which agreements
Manager (i) recognizes the collateral rights, if any, of such lender(s) with
respect to this Agreement, and (ii) acknowledges that if any such lender
forecloses upon Owner's interest in this Agreement, then such lender or its
assignee shall not be liable for any act or omission of Owner under this
Agreement prior to the date of such foreclosure or assignment; provided that
Manager shall not be obligated to enter into any such agreement that

<PAGE>

materially increases Manager's obligations or materially diminishes Manager's
rights hereunder.

(2) Manager shall, at Owner's request, cooperate with and provide
information to any lender(s) providing financing to Owner or to any potential
purchaser(s) of the Property regarding actual facts and matters within the
knowledge of Manager's personnel engaged in the management of the Property.

R. CONFIDENTIALITY. (a) Manager agrees to hold in confidence and not
to use or disclose to others any confidential or proprietary information of
Owner heretofore or hereafter disclosed to Manager ("Owner Confidential
Information"), including, but not limited to, any data, information, plans,
programs, processes, costs, operations or the names of any tenants which may
come within the knowledge of Manager in the performance of, or as a result of,
its services, except where required by judicial or administrative order, or
where Owner specifically gives Manager written authorization to disclose any of
the foregoing to others or such disclosure hereunder. If Manager is required by
a judicial or administrative order to disclose any Owner Confidential
Information, Manager will promptly notify Owner thereof, consult with Owner on
the advisability of taking steps to resist or narrow such request and cooperate
with Owner in any attempt it may make to obtain an order or other assurance with
confidential treatment will be accorded to the Owner Confidential Information
disclosed.

(b) Owner agrees to hold in confidence and not to use or disclose to
others any confidential or proprietary information of Manager heretofore or
hereafter disclosed to Owner ("Manager Confidential Information"), including,
but not limited to, any information, plans, programs, processes, costs or
operations which may come within the knowledge of Owner as a result of the
services performed by Manager, except where required by judicial or
administrative order, or where Manager specifically gives Owner written
authorization to disclose any of the foregoing to others or such disclosure
hereunder. If Owner is required by a judicial or administrative order to
disclose any Manager Confidential Information, Owner will promptly notify
Manager thereof, consult with Manager on the advisability of taking steps to
resist or narrow such request and cooperate with Manager in any attempt it may
make to obtain an order or other assurance with confidential treatment will be
accorded to the Manager Confidential Information disclosed.

<PAGE>

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

OWNER: CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
-------------------------------
Name: Richard Green
Title: President

MANAGER: CENTERMARK MANAGEMENT
COMPANY

By: Westfield Services, Inc.,
a general partner

By: /s/ Peter Lowy
---------------------------------
Name: Peter Lowy
Title: Executive Vice President

<PAGE>

EXHIBIT A

OTHER MANAGEMENT AGREEMENTS

Separate Management Agreements, each dated as of the date hereof, with respect
to each of the following shopping centers:

Enfield Square
Connecticut Post Mall
Trumbull Mall
South Shore Mall
Eagle Rock Plaza
Eastland Shopping Center
Mid Rivers Mall
Montgomery Mall
Plaza Bonita
South County Center
West County Center
Plaza at West Covina
West Park Mall
Westland Center

<PAGE>

EXHIBIT 10.17

MERIDEN SQUARE
MERIDEN, CONNECTICUT

AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT

THIS AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT is made
as of the 1st day of July, 1996, between CENTERMARK PROPERTIES, INC., a Missouri
corporation ("Assignor"), and CENTERMARK MANAGEMENT COMPANY, a Delaware general
partnership ("Assignee").

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

WHEREAS, Assignor is the manager of that certain regional shopping
center known as Meriden Square, located in Meriden, Connecticut (the "Premises")
pursuant to that certain Management Agreement, dated as of June 1, 1989, between
Meriden Square Partnership, a Connecticut general partnership ("Owner"), and
Assignor, as amended by that certain First Amendment to Management Agreement,
dated as of February 4, 1994, between Owner and Assignor (as amended, the
"Meriden Management Agreement");

WHEREAS, Assignor performs certain leasing and tenant coordination
services with respect to the Premises pursuant to that certain Leasing and
Tenant Coordination Agreement, dated as of June 1, 1989, between Owner and
Assignor, as amended by that certain First Amendment to Leasing and Tenant
Coordination Agreement, dated as of February 4, 1994, between Owner and Assignor
(as amended, the "Leasing and Tenant Coordination Agreement"; the Meriden
Management Agreement and the Leasing and Tenant Coordination Agreement are
hereinafter referred to collectively as the "Assigned Agreements");

WHEREAS, Assignor assigned its interest under the Assigned Agreements
to Assignee pursuant to an Assignment of Management Agreement, dated February
11, 1994, between Assignor and Assignee (the "Original Assignment"); and

WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and

<PAGE>

restate the Original Assignment in its entirety to read as follows:

1. Assignor hereby assigns, transfers and sets over to Assignee all
of Assignor's right, title and interest in, to and under the Assigned
Agreements, and Assignee hereby accepts such assignment and assumes all
obligations arising thereunder from and after January 1, 1995.

IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.

ASSIGNOR

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
-----------------------------
Name: Richard Green
Title: President

ASSIGNEE

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
-----------------------
Name: Peter Lowy
Title: Vice President

2
<PAGE>

MISSION VALLEY CENTER
SAN DIEGO, CALIFORNIA

AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT

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

WHEREAS, Assignor is the manager of that certain regional shopping
center known as Mission Valley Center (including Mission Valley East and Mission
Valley West), located in San Diego, California (the "Premises") pursuant to that
certain Management Agreement, dated as of April 8, 1986, between Assignor and
Mission Valley Partnership, a California limited partnership ("Owner"), as
amended by that certain First Amendment to Management Agreement, dated as of
February 1, 1994, between Assignor and Owner (as amended, the "Assigned
Agreement");

WHEREAS, Assignor assigned its interest under the Assigned Agreement
to Assignee pursuant to an Assignment of Management Agreement, dated February
11, 1994, between Assignor and Assignee (the "Original Assignment"); and

WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and restate the Original Assignment in its entirety to read as follows:

1. Assignor hereby assigns, transfers and sets over to Assignee all
of Assignor's right, title and interest in, to and under the Assigned
Agreement, and Assignee hereby accepts such assignment and assumes all
obligations arising thereunder from and after January 1, 1995.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.

ASSIGNOR

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
---------------------------
Name: Richard Green
Title: President

ASSIGNEE

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
----------------------
Name: Peter Lowy
Title: Vice President

2
<PAGE>

PLAZA CAMINO REAL
CARLSBAD, CALIFORNIA

AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT

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

WHEREAS, Assignor is the manager of that certain regional shopping
center known as Plaza Camino Real Mall, located in Carlsbad, California (the
"Premises") pursuant to that certain Management Agreement, dated as of February
11, 1994, between Plaza Camino Real, a California limited partnership, and
Assignor (the "Assigned Agreement");

WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.

ASSIGNOR

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
Name: Richard Green
Title: President

ASSIGNEE

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
Name: Peter Lowy
Title: Vice President

2
<PAGE>

TOPANGA PLAZA
CANOGA PARK, CALIFORNIA

AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT

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

WHEREAS, Assignor is the manager of that certain regional shopping
center known as Topanga Plaza, located in Canoga Park, California (the
"Premises") pursuant to that certain Management Agreement, dated as of December
1, 1985, between Assignor and Topanga Plaza Partnership, a California general
partnership ("Owner"), as amended by that certain First Amendment to Management
Agreement, dated as of February 1, 1994, between Assignor and Owner (as amended,
the "Assigned Agreement");

WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.

ASSIGNOR

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
---------------------------
Name: Richard Green
Title: President

ASSIGNEE

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
----------------------
Name: Peter Lowy
Title: Vice President

<PAGE>

EXHIBIT 10.19

ANNAPOLIS MALL
ANNAPOLIS, MARYLAND

SUBCONTRACT OF MANAGEMENT RIGHTS

THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES OF ANNAPOLIS, INC., a Delaware
corporation ("Managing Partner"), and CENTERMARK MANAGEMENT COMPANY, a Delaware
general partnership ("Sub-Manager").

RECITALS

A. Managing Partner is the managing general partner of Annapolis
Mall Limited Partnership (the "Partnership"), the owner of the Annapolis Mall,
Anne Arundel County, Maryland (the "Property").

B. Pursuant to that certain Limited Partnership Agreement, dated May
2, 1979, for the Partnership, as amended (the "Partnership Agreement"), Managing
Partner is responsible for providing normal property management and leasing
services for the Property on the terms and conditions set forth therein.

C. Managing Partner desires to subcontract the management services
to Sub-Manager, and Sub-Manager desires to perform such management services on a
sub-contract basis, all on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Managing Partner hereby engages
Sub-Manager, effective on the Assumption Date (as such term is defined in that
certain Letter Agreement, dated the date hereof, between CenterMark Properties,
Inc. and Sub-Manager), to provide all of the property management and leasing
services relating to the Property required to be performed by Managing Partner
under the Partnership Agreement upon the terms and conditions set forth in the
form of Management Agreement attached hereto as Exhibit A (the "Form Management
Agreement"), PROVIDED that (a) all references in the Form Management Agreement
to Owner shall be deemed to refer to Managing Partner, (b) the Sub-Manager's
rights and obligations shall in all events be subject and subordinate to the
terms of the Partnership Agreement and in no event shall the Sub-Manager have
any greater rights or responsibilities with respect to the management and
leasing of the Property than

<PAGE>

are granted to or imposed on Managing Partner under the Partnership Agreement or
to the manager under the Form Management Agreement and (c) the fee and other
amounts payable to Sub-Manager shall be equal to, and payable upon the same
terms as, the management and related fees payable to Managing Partner under the
Partnership Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.

CENTERMARK PROPERTIES
OF ANNAPOLIS, INC.

By: /s/ Richard Green
------------------------------------
Name: Richard Green
----------------------------------
Title: President
---------------------------------

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
-------------------------------
Name: Peter Lowy
-----------------------------
Title: Vice President
----------------------------

<PAGE>

VANCOUVER MAIL
VANCOUVER, WASHINGTON

SUBCONTRACT OF MANAGEMENT RIGHTS

THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES OF VANCOUVER, INC., a Delaware
corporation ("Managing Partner"), and CENTERMARK MANAGEMENT COMPANY, a Delaware
general partnership ("Sub-Manager").

RECITALS

A. Managing Partner is the managing general partner of Vancouver
Mall (the "Partnership"), the owner of the Vancouver Mall, Vancouver, Washington
(the "Property").

B. Pursuant to that certain Joint Venture Agreement, dated as of
September 29, 1975, for the Partnership, as amended (the "Partnership
Agreement"), Managing Partner is responsible for providing normal property
management and leasing services for the Property on the terms and conditions set
forth therein.

AGREEMENT

<PAGE>

Management Agreement and (c) the fee and other amounts payable to Sub-Manager
shall be equal to, and payable upon the same terms as, the management and
related fees payable to Managing Partner under the Partnership Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.

CENTERMARK PROPERTIES
OF VANCOUVER, INC.

By: /s/ Richard Green
------------------------------------
Name: Richard Green
----------------------------------
Title: President
----------------------------------

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
-------------------------------
Name: Peter Lowy
-----------------------------
Title: Vice President
-----------------------------

<PAGE>

SOUTH OF VICTORY PROPERTY
LOS ANGELES, CALIFORNIA

SUBCONTRACT OF MANAGEMENT RIGHTS

THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES, INC., a Missouri corporation
("Managing Partner"), and CENTERMARK MANAGEMENT COMPANY, a Delaware general
partnership ("Sub-Manager").

RECITALS

A. Managing Partner is the sole general partner of West Valley
Partnership (the "Partnership"), the owner of certain property in the vicinity
of Victory Boulevard and Owensmouth Avenue, Los Angeles, California (the
"Property").

B. Pursuant to that certain Amended and Restated Limited Partnership
Agreement, dated as of December 31, 1985, for the Partnership, as amended (the
"Partnership Agreement"), Managing Partner is responsible for providing normal
property management and leasing services for the Property on the terms and
conditions set forth therein.

AGREEMENT

<PAGE>

Partnership Agreement or to the manager under the Form Management Agreement and
(c) the fee and other amounts payable to Sub-Manager shall be equal to, and
payable upon the same terms as, the management and related fees payable to
Managing Partner under the Partnership Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
------------------------------------
Name: Richard Green
----------------------------------
Title: President
----------------------------------

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
-------------------------------
Name: Peter Lowy
-----------------------------
Title: Vice President
-----------------------------

<PAGE>
WESTROADS SHOPPING CENTER
OAKS MALL

SUBCONTRACT OF MANAGEMENT RIGHTS

THIS SUBCONTRACT OF MANAGEMENT RIGHTS, dated as of July 1, 1996, is
made by and between CENTERMARK PROPERTIES, INC., a Missouri corporation
("Manager"), and CENTERMARK MANAGEMENT COMPANY, a Delaware general partnership
("Sub-Manager").

RECITALS

A. Pursuant to that certain Exclusive Management and Leasing Agency
Agreement, dated October 7, 1992, between Manager and The Prudential Insurance
Company of America ("Prudential"), as amended by that certain letter agreement,
dated February 11, 1994, among Prudential, The PruSquit Joint Venture and
Manager (as amended, the "Management Agreement"), Manager is responsible for
providing normal property management and leasing services for those certain
regional shopping centers known as Westroads Shopping Center and Oaks Mall
(collectively, the "Property") on the terms and conditions set forth therein.

B. Manager desires to subcontract the management services to
Sub-Manager, and Sub-Manager desires to perform such management services on a
sub-contract basis, all on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Manager hereby engages
Sub-Manager, effective on the Assumption Date (as such term is defined in that
certain Letter Agreement, dated the date hereof, between CenterMark Properties,
Inc. and Sub-Manager), to provide all of the property management and leasing
services relating to the Property required to be performed by Manager under the
Management Agreement upon the terms and conditions set forth in the form of
management agreement attached hereto as Exhibit A (the "Form Management
Agreement"), PROVIDED that (a) all references in the Form Management Agreement
to Owner shall be deemed to refer to Manager, (b) the Sub-Manager's rights and
obligations shall in all events be subject and subordinate to the terms of the
Management Agreement, and (c) the fee and other amounts payable to Sub-Manager
shall be equal to, and payable upon the same terms as, the management and
related fees payable to Manager under the Management Agreement.

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
------------------------------------
Name: Richard Green
----------------------------------
Title: President
----------------------------------

CENTERMARK MANAGEMENT COMPANY

By: WESTFIELD SERVICES, INC.,
managing general partner

By: /s/ Peter Lowy
-------------------------------
Name: Peter Lowy
-----------------------------
Title: Vice President
-----------------------------

<PAGE>

EXHIBIT 10.21

GSP OPTION AGREEMENT

GSP OPTION AGREEMENT, dated as of July 1, 1996, by and between
Westfield Capital Corporation Finance Pty. Limited, a corporation organized
under the laws of New South Wales, Australia (the "Grantor"), and CenterMark
Properties, Inc., a Missouri corporation (the "Grantee").

W I T N E S S E T H:

WHEREAS, the Grantor is a wholly-owned subsidiary of Westfield
Holdings Limited, a corporation organized under the laws of New South Wales,
Australia ("Westfield Holdings);

WHEREAS, Westland Realty, Inc., a Maryland corporation and a
wholly-owned subsidiary of the Grantor ("Westland Realty"), is the legal and
beneficial owner of all of the outstanding capital stock of (i) Westland
Management, Inc., a Delaware corporation ("Westland Management"), and (ii)
Westfield Partners, Inc., a Delaware corporation ("Westfield Partners") (each of
Westland Realty, Westland Management and Westfield Partners is herein referred
to as a "Subsidiary");

WHEREAS, Westland Management holds a 1% general partnership interest
in Westland Garden State Plaza Limited Partnership, a Delaware limited
partnership (the "Partnership"), and Westfield Partners owns a 49% limited
partnership interest in the Partnership; and

WHEREAS, the Partnership owns the Garden State Plaza Shopping Center
in Paramus, New Jersey (the "Property");

NOW THEREFORE, in consideration of the sum of $1.00 and of the
premises and for other good and valuable consideration given to each party
hereto, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:

1. GRANT OF OPTION. Subject to the terms and conditions set forth
herein, the Grantor hereby grants to the Grantee an irrevocable option (the
"Option") to purchase all of the outstanding common stock as of the Closing Date
(the "Common Stock") of Westland Realty owned of record and beneficially by the
Grantor (the "Optioned Shares") for the purchase price set forth in Section 5.1
(the "Purchase Price").

<PAGE>

2. OPTION TERM. The Grantee's right to exercise the Option shall
commence on the first business day after the date of delivery of the "Valuation
Notice" (as such term is defined in Section 5.2(b), and shall continue until
5:00 p.m., New York City time, on the 120th consecutive day thereafter (the
"Option Period"). The valuation procedure resulting in the Valuation Notice
shall commence upon the earlier to occur of the following events (the "Valuation
Procedure Commencement Events"): (i) the completion and stabilization of the
current expansion of the Property (as more generally described on Exhibit A
hereto) which shall be deemed to have occurred upon the Grantor's written
notice, delivered as provided to Section 16.5, to the Grantee, stating that 95%
of the gross leasable area of the expansion (excluding premises leased to anchor
tenants) has been leased to bona fide third-party tenants,(ii) the date 18
months after the Grantee receives written notice, delivered as provided in
Section 16.5, from the Grantor, stating that the construction of the expansion
has been substantially completed or (iii) the date otherwise mutually agreed
upon by the Grantor and the Grantee.

3. EXERCISE; CLOSING. 3.1. EXERCISE. Subject to Section 16.1, once
the Option has become exercisable pursuant to Section 2, the Option may be
exercised, in whole but not in part, at any time on or prior to the expiration
of the Option Period, in accordance with the terms of this Agreement, by written
notice, delivered to the Grantor as provided in Section 16.5 (the "Option
Notice"), from the Grantee to the Grantor.

3.2. CLOSING OF THE OPTION. The closing of the exercise of the
Option (the "Closing") shall take place at the date and time set forth in the
Option Notice at the offices of the Grantee, but in no event shall the Closing
be (i) later than 30 days after the exercise of the Option by the Grantee or
(ii) earlier than 15 days from the date the Option Notice is given (the "Closing
Date").

3.3. PREFERRED STOCK REDEMPTION. At the Closing, or immediately
prior thereto, if requested by the Grantee by delivery of written notice to the
Grantor at any time 15 days prior to the Closing, the Grantor shall cause
Westland Realty to redeem from the current holders all of the outstanding
preferred stock of Westland Realty at the redemption price for such stock in
accordance with the Certificate of Incorporation of Westland Realty (the
"Redemption"). All

<PAGE>

expenses, costs and fees incurred in connection with the Redemption shall be
paid for by the Grantor.

4. CONDITIONS PRECEDENT.

4.1. OBLIGATIONS OF THE GRANTEE. Subject to Section 16.1, if the
Grantee exercises the Option on or prior to the expiration of the Option Period,
the obligations of the Grantee to consummate the transactions contemplated
hereby shall be subject to the fulfillment on or prior to the Closing Date of
the following conditions, which the Grantor agrees to use commercially
reasonable efforts to cause to be fulfilled:

(a) DELIVERY OF THE OPTIONED SHARES. The Grantor shall deliver to the
Grantee a certificate or certificates, duly endorsed in blank or with stock
powers attached duly executed in blank, in proper form for transfer
representing all of the duly authorized, validly issued, fully paid and
nonassessable common stock of Westland Realty being purchased at the
Closing Date, free and clear of all security interests, mortgages, liens,
charges, restrictions, encumbrances and claims of any nature whatsoever.
All stock transfer stamps, if any, required in connection with the transfer
shall be attached to the certificate or certificates and shall be paid for
by the Grantor.

(b) REPRESENTATIONS; PERFORMANCE. The Grantor's representations and
warranties in Section 11 shall be true and correct in all material respects
as of the date hereof and as of the Closing Date. The Grantor shall have
duly performed and complied in all material respects with all agreements
and obligations required by this Agreement to be performed or complied with
by it on or prior to the Closing Date.

(c) HART-SCOTT-RODINO. Any applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act") shall have expired or been terminated.

(d) OFFICER'S CERTIFICATE. The Grantor shall have delivered to the
Grantee a certificate of the Grantor or its assignee, dated the Closing
Date, as to the fulfillment of the conditions set forth in Section 4.1(b).

<PAGE>

(e) NO MATERIAL ADVERSE CHANGE. Neither the Partnership nor any
Subsidiary shall have sustained since the date of the exercise of the
Option by the Grantee any loss or interference with its business, from
fire, explosion, earthquake, flood or other calamity, taking into account
all applicable insurance coverage, or from any court or governmental
action, order or decree, the effect of which in any case, in the reasonable
judgment of the Grantee, has a material and adverse effect on the existing
business of Westland Realty or the Partnership, in each case taken as a
whole.

(f) SUBSIDIARY DEBT. The Grantor shall have made satisfactory
provision for the payment of all loans and indebtedness of the Subsidiaries
as of the Closing Date, such that such indebtedness is paid in full, other
than with respect to the amounts listed on SCHEDULE I hereto and other than
the Subsidiaries' share of indebtedness of the Partnership.

(g) DIRECTOR, OFFICER RESIGNATION. The officers and directors of
Westland Realty shall have submitted their resignations.

(h) PRUDENTIAL CONSENT. The consent, if required, of The Prudential
Insurance Company of America, as mortgage lender to the Partnership
("Prudential"), shall have been obtained if required, pursuant to the
documents evidencing the Partnership's indebtedness to Prudential and the
related security documents (the "Prudential Loan Documents").

(i) PURCHASE AND SALE AGREEMENT. The Grantor and Grantee shall have
entered into a mutually satisfactory contract for the purchase and sale of
common stock of Westland Realty, which agreement (i) shall be on the terms
and conditions set forth herein, (ii) shall provide for representations,
warranties and indemnities as to Westland Realty and the Property
substantially in the form attached hereto as SCHEDULE II and (iii) shall
contain such other matters as shall reasonably be agreed to by the Grantor
and the Grantee acting reasonably.

(j) AUSTRALIAN APPROVALS. The Grantor, Westfield Holdings, the
Grantee and Westfield America Trust shall have received all approvals or
consents required under Australian law or regulations for the consummation
of

<PAGE>

the transactions contemplated hereby, including, without limitation, any
consents or approvals required pursuant to the Australian Corporations Law
and the Australian Stock Exchange Listing Rules (including, without
limitation, Rule 3(J)(3) thereof).

(k) CONSENTS. All other required consents of third parties to the
consummation of the closing shall have been obtained.

4.2. OBLIGATIONS OF THE GRANTOR. Subject to Section 16.1, if the
Grantee exercises the Option on or prior to the expiration of the Option Period,
the obligations of the Grantor to consummate the transactions contemplated
hereby shall be subject to the fulfillment on or prior to the Closing Date of
the following conditions, which the Grantee shall use commercially reasonable
efforts to cause to be fulfilled:

(a) DELIVERY OF THE PURCHASE PRICE. The Grantee shall have delivered
the Purchase Price (as adjusted pursuant to Section 6.1) to the Grantor
either (i)if the Purchase Price is to be paid in cash, by wire transfer of
immediately available funds to the account of the Grantor designated at
least 5 business days prior to the Closing Date, or (ii) if the Purchase
Price is to be paid in common stock of the Grantee, by delivering to the
Grantor a certificate or certificates representing the agreed upon number
of duly authorized, validly issued, fully paid and nonassessable common
stock of the Grantee, such shares to be free and clear of all security
interests, mortgages, liens, charges, restrictions, encumbrances and claims
of any nature whatsoever.

(b) REPRESENTATIONS, PERFORMANCE. The Grantee's representations and
warranties in Section 12 shall be true and correct in all material respects
as of the date hereof and as of the Closing Date. The Grantee shall have
duly performed and complied in all material respects with all agreements
and obligations required by this Agreement to be performed or complied with
by it on or prior to the Closing Date.

(c) OFFICER'S CERTIFICATE. The Grantee shall have delivered to the
Grantor a certificate of the Grantee, dated the Closing Date, as to the
fulfillment of the condition set forth in Section 4.2(b).

<PAGE>

(d) PRUDENTIAL CONSENT. The condition set forth in Section 4.1(h)
shall have been satisfied.

(e) HART-SCOTT-RODINO. The condition set forth in Section 4.1(c)
shall have been satisfied.

(f) PURCHASE AND SALE AGREEMENT. The condition set forth in Section
4.1(i) shall have been satisfied.

(g) AUSTRALIAN APPROVALS. The condition set forth in Section 4.1(j)
shall have been satisfied.

(h) CONSENTS. The condition set forth in Section 4.1(k) shall have
been satisfied.

5. PURCHASE PRICE; APPRAISAL. 5.1 PURCHASE PRICE. (a) The Purchase
Price shall be equal to 50% of the amount by which the Fair Market Value of the
Property (as such term is defined in Section 5.2) exceeds the principal amount
of indebtedness of the Partnership secured by the Property and the principal
amount of any long term unsecured indebtedness of the Partnership for borrowed
money, determined in accordance with the terms of this Agreement, PROVIDED that
(i) if the Grantor sells any of the Common Stock pursuant to Section 16, then
the Purchase Price shall be reduced to reflect the percentage of ownership of
the Common Stock held by the Grantor and its Affiliates and (ii) if any
Subsidiary has any outstanding debt (other than its allocable share of
Partnership debt) that will not be satisfied pursuant to Section 4.1(f) or has
any preferred or other senior securities that will remain outstanding, the
Purchase Price shall be reduced by the amount of such indebtedness or value of
preferred or other senior securities.

(b) At the election of the Grantor, the Purchase Price may be paid by
the issue to the Grantor of shares of Class B-2 common stock of the Grantee,
such shares to be duly authorized, validly issued, fully paid and nonassessable
and free and clear of all security interests, mortgages, liens, charges,
restrictions, encumbrances and claims of any nature whatsoever.

5.2. APPRAISAL. (a) The Grantor shall deliver to the Grantee
written notice of the occurrence of either of the Valuation Procedure
Commencement Events promptly after the occurrence thereof. In such notice, the
Grantor shall state the amount of its net investment in the Property indirectly
through Westland Management and Westland Partners, whether made by debt or
equity investment. Landauer Real

<PAGE>

Estate Counselors ("Landauer") shall be appointed as the appraiser to determine
the fair market value of the Property (the "Fair Market Value of the Property")
unless the Grantor and the Grantee shall in good faith select jointly another
appraiser to determine the Fair Market Value of the Property, such selection to
be made within 15 business days of the date of such notice. Landauer or such
other mutually agreed upon appraiser shall be defined herein as the "Appraiser".
If the Grantor and the Grantee shall desire to appoint another appraiser but
cannot agree for any reason or no reason, the Appraiser shall be Landauer. The
determination of the Fair Market Value of the Property determined by the
Appraiser shall be binding upon the Grantor and the Grantee, and shall be
delivered by the Appraiser in writing to the Grantor and the Grantee within 30
days of the appointment of the Appraiser.

(b) The written notice of the Fair Market Value of the Property
delivered to the Grantor and the Grantee by the Appraiser shall be deemed the
"Valuation Notice." If Landauer is not the Appraiser, the other appraiser
appointed pursuant to this Section 5.2 shall be a MAI real estate appraiser with
at least 15 years experience in valuing real estate and superegional shopping
centers in the United States. The determination of the Fair Market Value of the
Property shall be based on the fair market value of the Property based on its
then use as a shopping center as of the date of the first Valuation Procedure
Commencement Date to occur. The cost of the appraiser shall be borne jointly by
the Grantor and the Grantee.

6. ADJUSTMENT OF THE PURCHASE PRICE; ALLOCATION OF INCOME AND
EXPENSES. (a) The Purchase Price shall be increased by the amount by which the
consolidated current assets of Westland Realty exceed its consolidated current
liabilities, or decreased by the amount by which its consolidated current
liabilities exceed its consolidated current assets, in either case determined as
of the Closing Date in accordance with generally accepted accounting principles
("GAAP") applied consistently, including (i) the share of current assets and
current liabilities of the Partnership attributable indirectly to Westland
Realty and (ii) such amounts, by means of equity or debt, contributed by
Westland Realty to the Partnership through Westland Management and/or Westfield
Partners, from and after the date of the first Valuation Procedure Commencement
Date, PROVIDED that following any exercise of the Option by Grantee such
contributions shall be limited to the extent required by the then applicable
budget for the Property, as

<PAGE>

approved by the joint venture partner of the Partnership, or the Partnership
Agreement for the Partnership or as may be reasonably approved by Grantee.

(b) Upon the occurrence of the first to occur of the Valuation
Procedure Commencement Events, the Grantor shall deliver to the Grantee the most
recent audited consolidated financial statements of Westland Realty and its
Subsidiaries, the most recent audited financial statement of the Partnership,
and the unaudited consolidated financial statements of the Partnership and
Westland Realty (and its Subsidiaries) for the period since the date of the
applicable audited financial statements.

7. NO DILUTION OR IMPAIRMENT. The Grantor will cause Westland Realty
not to, by amendment of its articles of incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Agreement, PROVIDED that
nothing in this Agreement shall restrict or prevent Westland Realty from issuing
any Common Stock for any corporate purpose as determined by the Board of
Directors of Westland Realty so long as such actions do not interfere with the
right of the Grantee to exercise the Option granted in this Agreement.

8. OWNERSHIP OF COMMON STOCK, ETC. Except as set forth in this
Agreement, until the expiration of the Option Period, or, if the Option is
exercised by the Grantee, until the Closing Date, the Grantor will at all times
be the registered and beneficial owner of the Common Stock.

9. FURTHER ASSURANCES. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all commercially reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make effective
the transactions contemplated by this Agreement. Upon the exercise by the
Grantee of the Option, the Grantor and the Grantee will promptly make, and will
promptly cause Westfield Realty to make, any required filings under the HSR Act
and comply with all requests for information in connection therewith, all at the
sole expense of the Grantee.

10. DUE DILIGENCE. The Grantor agrees to cooperate with the Grantee
so as to permit the Grantee to perform reasonable due diligence on Westland
Realty, the Partnership

<PAGE>

and the Property during the Option Period. All fees, costs and expenses
relating hereto shall be borne exclusively by the Grantee. In no event may any
due diligence of the Partnership or the Property performed by the Grantee
interfere with the operation of the the Partnership or the Property or any of
the tenants at the Property. The Grantee shall indemnify the Grantor and the
Partnership from all loss, liability, claims or damages that may arise out of
the due diligence investigations performed by the Grantee.

11. REPRESENTATIONS AND WARRANTIES OF THE GRANTOR. The Grantor
hereby represents and warrants to the Grantee as follows:

11.1. TITLE TO THE OPTIONED SHARES, ETC. The Grantor owns,
beneficially and of record, the Optioned Shares, free and clear of any security
interest, mortgage, lien, charge, restriction, encumbrance or claim. The
Optioned Shares constitute the only securities of Westland Realty owned
beneficially or of record by the Grantor. At the Closing, the Grantor will
deliver to the Grantee good and valid title to the Optioned Shares to be
transferred at the Closing free and clear of all security interests, mortgages,
liens, charges, restrictions, encumbrances and claims other than those created
by the Grantee.

11.2. AUTHORIZATION, ETC. The Grantor is a corporation duly
organized, validly existing and in good standing under the laws of Australia and
has full corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement has been,
and, upon exercise of the Options, the performance of the Grantor's obligations
hereunder and the consummation of the transactions contemplated hereby will have
been, duly authorized by all requisite corporate action of the Grantor. This
Agreement constitutes the legal, valid and binding obligation of the Grantor
enforceable against the Grantor in accordance with its terms subject only to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors' rights generally and to general principles of equity,
regardless of whether enforcement is sought in a proceeding in equity or at law.

11.3. NO CONFLICTS, CONSENTS ETC. The execution, delivery and
performance of this Agreement by the Grantor and the consummation of the
transactions contemplated hereby will not conflict with or result in any
violation of or

<PAGE>

default under any provisions of the Grantor's Memorandum of Association or
articles of association, any contract, agreement, arrangement or commitment of
the Grantor, any law, rule or regulation applicable to the Grantor (subject to
obtaining any required consents set forth below) or any judgment, decree or
order of any court, governmental agency or authority applicable to or binding
upon the Grantor. No filing, consent, approval, order or authorization of any
court, administrative agency or other governmental entity or any other person or
entity is required to be obtained or made by the Grantor in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby by the Grantor other than those required for compliance with
the HSR Act, and other than those which may be required at the time of the
exercise of the Option and/or at the Closing of the Option pursuant to the
Prudential Loan Documents or the Australian Corporations Law or Australian Stock
Exchange Listing Rules.

12. REPRESENTATIONS AND WARRANTIES OF THE GRANTEE. The Grantee
hereby represents and warrants to the Grantor as follows:

12.1. AUTHORIZATION, ETC. The Grantee is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Missouri and has full corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
has been, and, upon exercise of the Option, the performance of the Grantee's
obligations hereunder and the consummation of the transactions contemplated
hereby will have been, duly authorized by all requisite corporate action of the
Grantee. This Agreement constitutes the legal, valid and binding obligation of
the Grantee enforceable against the Grantee in accordance with its terms subject
only to applicable bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and to general principles of
equity, regardless of whether enforcement is sought in a proceeding in equity or
at law.

12.2. NO CONFLICTS, CONSENTS ETC. The execution, delivery and
performance of this Agreement by the Grantee and the consummation of the
transactions contemplated hereby will not conflict with or result in any
violation of or default under any provisions of the Grantee's articles of
incorporation or by-laws, any contract, agreement, arrangement or commitment of
the Grantee, any law, rule or regula-

<PAGE>

tion applicable to the Grantee (subject to obtaining the consents set forth
below), or any judgment, decree or order of any court, governmental agency or
authority applicable to or binding upon the Grantee. No filing, consent,
approval, order or authorization of any court, administrative agency or other
governmental entity or any other person or entity is required to be obtained or
made by the Grantee in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby by the
Grantee other than those required for compliance with the HSR Act or the
Australian Corporations Law or Australian Stock Exchange Listing Rules and those
which have been made.

12.3. INVESTMENT REPRESENTATION. The Grantee is acquiring the
Optioned Shares for its own account and not with a view to, or for sale in
connection with, any distribution thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), nor with any intention of
reselling or granting any participation in all or any part of the Optioned
Shares being acquired by it to any person or entity in a transaction that would
violate the Securities Act or this Agreement.

13. OPERATION OF WESTLAND REALTY, THE PARTNERSHIP AND THE PROPERTY.
Notwithstanding anything in this Agreement to the contrary, the Grantor shall
(i) from the date hereof until the Grantee's exercise of the Option as provided
herein, be permitted to operate Westland Realty and cause Westland Realty,
Westland Management, Westfield Partners and the Partnership to maintain and use
the Property in any manner in which the Grantor, in its sole discretion, deems
appropriate or necessary to carry on the business of each of Westland Realty,
Westfield Management, Westfield Partners, the Partnership and the Property and
(ii) from the date of the Grantee's exercise of the Option until the Closing
Date, cause Westland Realty and the Partnership to operate each of their
businesses and the business of the Property only in the ordinary course of
business and in a manner which is not adverse to the Grantee, PROVIDED that,
should any consent or approval be required from the Grantee relating to the
operation of the Property, Westland Realty, Westland Management or Westfield
Partners, such consent shall not be unreasonably withheld or delayed.

14. TAXES. The Grantee shall be entitled to withhold amounts paid as
Purchase Price by the Grantee to the Grantor to the extent necessary and
applicable under United States Federal, State and local Tax laws.

<PAGE>

15. RESTRICTIVE LEGENDS. The Grantor shall cause each certificate
representing the Optioned Shares to be imprinted with a legend (the "Agreement
Legend") in substantially the following form until such securities are no longer
subject to the provisions of this Agreement:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN LIMITATIONS ON TRANSFER SPECIFIED IN AN OPTION AGREEMENT,
DATED AS OF JULY 1, 1996, BETWEEN WESTFIELD CAPITAL CORPORATION
FINANCE PTY. LIMITED AND CENTERMARK PROPERTIES, INC., AND
WESTLAND REALTY, INC. ("WESTLAND REALTY") RESERVES THE RIGHT TO
REFUSE THE TRANSFER OF SUCH SECURITIES UNLESS SUCH TRANSFER IS IN
ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH
OPTION AGREEMENT WILL BE FURNISHED BY WESTLAND REALTY TO THE
HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE."

Upon request of the Grantee, the Grantor shall cause Westland Realty
to remove the Agreement Legend from the certificate or issue to the Grantee a
new certificate therefor free of the Agreement Legend upon receipt of an opinion
by counsel satisfactory in form and substance to Westland Realty that the
Agreement Legend is no longer required. Westland Realty shall have the right to
notify Westland Realty's transfer agent not to transfer the Optioned Shares
except upon compliance with the Agreement Legend, while such Legend remains in
effect.

16. MISCELLANEOUS.

16.1. TERMINATION. The Option, whether or not exercisable by the
Grantee, shall terminate at any time during the Option Period and shall be
canceled immediately upon any of the following events: (i) the sale by the
Partnership of the Property prior to the exercise of the Option by the Grantee;
(ii) the failure by the Grantee to exercise the Option within the Option Period;
(iii) any material default by the Grantee of its obligations under this
Agreement which default shall continue for a period in excess of 30 days after
the Grantee has received written notice from the Grantor that such default has
occurred; (iv) Westfield Holdings or any of its Affiliates shall cease to be the
manager of Westfield America Trust, an Australian public trust constituted by
the Westfield American Properties Trust Deed, dated March 28, 1996, as amended,
or

<PAGE>

shall cease to be the property manager, asset manager or developer of all or
substantially all of the properties owned by the Grantee on terms and conditions
acceptable to Westfield Holdings or its Affiliates; or (v) any termination of
the Option with respect to the sale of Common Stock by the Grantor in accordance
with Section 16.4. For purposes of this Agreement, "Affiliates" shall mean,
with respect to any individual, partnership, joint venture, corporation,
corporation, trust, unincorporated entity or association (the "Subject Person"),
any other individual, partnership, joint venture, corporation, trust,
unincorporated association or other entity or association (the "Person")
controlling, controlled by or under common control with the Subject Person.

16.2. REMEDIES. Each party hereto stipulates that the remedies at
law of the other parties in the event of the default or threatened default by
such party in the performance of or compliance with any of the terms of this
Agreement are not and will not be adequate and that, in addition to all such
remedies, to the fullest extent permitted by law, such terms may be specifically
enforced by a decree for the specific performance of any agreement contained
herein or by an injunction against a violation of any of the terms hereof or
otherwise.

16.3. SUCCESSORS AND ASSIGNS. This Agreement and the Option granted
hereunder shall not be assignable by the Grantee, except that the Grantee, with
written notice to the Grantor, may assign this Agreement and the Option granted
hereunder to a wholly-owned direct or indirect subsidiary or partnership of the
Grantee, PROVIDED that such right to assign to a wholly-owned direct or indirect
subsidiary or partnership of the Grantee may be utilized one time only and no
further assignments by such subsidiary or partnership, directly or indirectly,
or by operation of law, shall be permitted.

16.4 RIGHT OF FIRST OFFER. (a) The Grantor may assign all or a
portion of the Common Stock of Westland Realty to one or more persons or
entities without the consent of the Grantee, PROVIDED that, except in the case
of an Affiliate Transfer (as hereinafter defined), in the event that the Grantor
wishes to sell all or a portion of the Common Stock of Westland Realty prior to
the expiration of the Option Period, it shall first make a written offer (the
"Offer") to sell such Common Stock to be offered for sale to the Grantee in
accordance with the terms set forth in Sections (b) and (c) below. For purposes
of this Agreement,

<PAGE>

an "Affiliate Transfer" shall mean a transfer by the Grantor to an Affiliate of
the Grantor or a subsequent transfer or transfers to another Affiliate of the
Grantor.

(b) The Offer shall contain the price and general terms upon which
the Common Stock or a portion thereof is being offered for sale. The Grantee
shall have the right to accept or reject such Offer by way of written notice
delivered within 30 days after receipt of the Offer and a definitive agreement
regarding the subject matter of such Offer entered into within such 30-day
period (the "Acceptance Process"). If the Grantee elects to reject such offer
or fails to make a timely acceptance or timely enter into a definitive agreement
regarding the subject matter of such Offer, the Grantor shall be free for a
period of 180 days thereafter to sell such Common Stock which is the subject of
the Offer to any third party at a price which is no less than 90% of the offer
made to the Grantee. Upon such sale to the third party, the Option to the
Grantee shall immediately terminate with respect to the Common Stock subject to
the Offer.

(c) If the Grantor is unable to consummate such a sale, but receives a
bona fide third-party offer that is at a price that is less than 90% of the
original Offer price, and the Grantor is willing to sell at such price, the
Grantor shall provide the Grantee with a copy of such offer (the
"Counteroffer"). The Grantee shall have 15 days from the receipt of such
Counteroffer to reject the Counteroffer. If the Grantee rejects the
Counteroffer or fails to make a timely acceptance, including the signing of a
definitive agreement in accordance with the Acceptance Process, the Grantor
shall be free for a period of 180 days thereafter to sell such Common Stock to a
third-party offeror in accordance with the price set forth in the Counteroffer.

16.5. NOTICES. Any notice or other communication required or
permitted to be given hereunder or for the purposes hereof to any party shall be
in writing and shall be sufficiently given if (i) delivered personally,
(ii) mailed by certified or registered mail, postage prepaid, (iii) transmitted
by facsimile (and confirmed by mail) or (iv) sent by next-day or overnight mail
or delivery to:

<PAGE>

If to the Grantor, to:

Level 24 Westfield Towers
100 William Street
Sydney NSW 2011
Australia
Telecopy: (02) 358-7165
Attention: Company Secretary and General Counsel

If to the Grantee, to:

c/o Westfield Corporation, Inc.
11601 Wilshire Boulevard
Los Angeles, California 90025
Telecopy: (310) 444-9071
Attention: Executive Director and General Counsel

or such other address or to such other person's attention as the party to whom
such notice is to be given shall have last notified to the party giving the same
in the manner provided in this Section. Any notice so delivered to the party to
whom it is addressed shall be deemed to have been given and received (i) if by
personal delivery, on the day of such delivery, (ii) if by certified or
registered mail, on the seventh day after mailing thereof, (iii) if by
facsimile, the day on which such facsimile was sent or (iv) if by next-day or
overnight mail delivery, on the day delivered, PROVIDED that if any such day is
not a business day then the notice shall be deemed to have been given and
received on the business day next following such day.

16.6. EXPENSES. Except as otherwise provided in this Agreement,
whether the transactions contemplated herein are or are not consummated, the
Grantee agrees to pay all expenses, costs and fees incurred in connection with
this Agreement or any transaction contemplated by this Agreement, including,
without limitation, (i) all reasonable transaction costs in connection with the
exercise of the Option and the Closing, (ii) all expenses, costs and fees
relating to any due diligence performed by the Grantee in accordance with
Section 10, and (iii) all expenses, costs and fees relating to the obtaining of
any necessary consents or approvals (including those required under the HSR
Act), PROVIDED that the Grantor shall be responsible for the expenses, costs and
fees of its attorneys, counsel and other experts and any transfer or other fees
payable to Prudential.

<PAGE>

16.8. AMENDMENTS; WAIVERS. No amendment, modification or discharge
of this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such waiver or
instance shall constitute a waiver, modification or discharge, as the case may
be, only with respect to the specific matter described in such writing and shall
in no way impair the rights of the party granting such waiver in any other
respect or at any other time.

16.7. NO WARRANTY OF TITLE. EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT OR IN THE STOCK PURCHASE AGREEMENT, THE GRANTOR MAKES NO
REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO WESTLAND REALTY, WESTLAND
MANAGEMENT, WESTFIELD PARTNERS OR THE PARTNERSHIP. EXCEPT AS MAY OTHERWISE BE
SET FORTH IN THE STOCK PURCHASE AGREEMENT, THE TRANSFER BY THE GRANTOR OF AN
INDIRECT INTEREST IN THE PROPERTY ON THE CLOSING DATE WILL BE ON AN "AS IS"
AND "WHERE IS" BASIS AND THE GRANTOR SHALL NOT BE DEEMED TO HAVE MADE, AND THE
GRANTOR HEREBY DISCLAIMS, ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS
OR IMPLIED, AS TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, TITLE TO THE
PROPERTY, THE CONDITION OF THE PROPERTY, ABSENCE OF LIENS ON THE PROPERTY, THE
CONDITION OF THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY
PARTICULAR PURPOSE, ITS VALUE OR CONFORMITY OF THE PROPERTY TO THE PROVISIONS
AND SPECIFICATIONS OF ANY AGREEMENT RELATING THERETO, NOR SHALL THE GRANTOR BE
LIABLE TO THE GRANTEE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR STRICT
OR ABSOLUTE LIABILITY IN TORT WHICH MAY ARISE AS A RESULT OF THE INDIRECT
TRANSFER OF AN INTEREST IN THE PROPERTY PURSUANT HERETO.

16.9. SEVERABILITY. If any provision, including any phrase,
sentence, clause, section or subsection, of this Agreement is invalid,
inoperative or unenforceable for any reason, such circumstances shall not have
the effect of rendering such provision in question invalid, inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.

16.10. HEADINGS. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning or interpretation
of this Agreement.

<PAGE>

16.11. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which taken together shall constitute one and the same
instrument.

16.12. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to the conflicts of law principles of such state.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered on the day and year first above written.

WESTFIELD CAPITAL CORPORATION
FINANCE PTY.

By: /s/ Peter Lowy
---------------------------
Name: Peter Lowy
Title: Director

CENTERMARK PROPERTIES, INC.

By: /s/ Richard Green
---------------------------
Name: Richard Green
Title: President

<PAGE>

EXHIBIT 10.23

TRADE NAME LICENSE AGREEMENT

TRADE NAME LICENSE AGREEMENT, dated as of July 1, 1996 (the
"Agreement"), between WESTFIELD CORPORATION, INC., a Delaware corporation having
its principal place of business at 11601 Wilshire Boulevard, Los Angeles,
California 90025 ("Licensor"), and CENTERMARK PROPERTIES, INC., a Missouri
corporation having its principal place of business at 11601 Wilshire Boulevard,
Los Angeles, California 90025 ("Licensee") (together the "Parties" or
individually a "Party").

W I T N E S S E T H:

WHEREAS, Licensor owns and uses the trade name "WESTFIELD" (the
"Licensed Name") and related trademarks and service marks in connection with
Licensor's shopping center ownership, management and development business;

WHEREAS, simultaneously with the execution and delivery of this
Agreement, Licensee is entering into (a) an Advisory Agreement with Westfield
U.S. Advisory, L.P. ("Advisor") pursuant to which Advisor will be responsible,
subject to the direction of the Board of Directors of Licensee, for the overall
supervision of the management of Licensee, (b) a Master Development Framework
Agreement (the "Development Framework Agreement") with Westfield U.S.
Development, L.P. ("Developer") pursuant to which Developer will be engaged to
provide development services to Licensee, and (c) several Management Agreements
(collectively, "Management Agreements") with CenterMark Management Company
("Manager") pursuant to which Manager will provide property management services
to Licensee;

WHEREAS, Licensee desires to use the Licensed Name in the United
States (the "Territory") in connection with Licensee's business of owning and
operating shopping centers in the United States (the "Licensed Business"); and

WHEREAS, subject to the terms and conditions set forth herein,
Licensor is willing to grant to Licensee, and Licensee is willing to accept, a
non-transferable, non-exclusive, royalty-free license to use the Licensed Name
in the Territory;

<PAGE>

NOW, THEREFORE, in consideration of the covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE.

1.1 GRANT. Subject to the following terms and conditions, Licensor
hereby grants to Licensee and Licensee hereby accepts, during the Term (as
defined in Section 7), throughout the Territory: (i) a non-transferable,
non-exclusive, royalty-free right and license to use the Licensed Name in
connection with the Licensed Business as part of Licensee's corporate name but
only as "Westfield America Properties, Inc." and (ii) subject to Licensor's
prior written approval, the right to permit each of its wholly-owned
subsidiaries (each a "Licensee Subsidiary") to use the Licensed Name in
connection with the Licensed Business as part of such Licensee Subsidiary's
corporate name but only as Licensor expressly approves in writing prior to use.

1.2 RESTRICTIONS ON USE. (a) Except as provided herein, Licensee
shall not sublicense, assign or otherwise transfer the rights granted herein to
use the Licensed Name.

(b) Licensee shall not change or modify the Licensed Name, or create
any design variation of the Licensed Name, without obtaining the prior written
approval of Licensor.

(c) Licensee shall not, without the prior written approval of
Licensor, join any name, mark or logo with the Licensed Name so as to form a
composite trade name or mark for use in connection with Licensee's Business or
otherwise other than the corporate name "Westfield America Properties, Inc."

(d) Licensee shall not use nor permit any Licensee Subsidiary to use
any name or mark that is confusingly similar to the Licensed Name.

(e) Licensee will not adopt or use, authorize the use of, or seek to
register with the United State Patent and Trademark Office, any state trademark
office or the equivalent trademark office in any foreign jurisdiction, either
during or after the Term, the Licensed Name or any name, mark, symbol, device,
configuration, or other designation confusingly similar to the Licensed Name.
Nothing herein shall be construed to grant to Licensee the

<PAGE>

right to use the Licensed Name in any way in any jurisdiction other than the
Territory, in any business other than the Licensed Business, or beyond the Term.

1.3 RIGHTS RESERVED. (a) Licensor reserves the absolute right to use
and to grant to others the right to use the Licensed Name alone or in
association with any word or mark, as a trademark, trade name, or service mark
for any purpose whatsoever in any area of the world.

(b) Without limitation upon the generality of the foregoing, Licensee
hereby acknowledges that Licensor and other Westfield entities have before, and
may in the future, organize, sponsor or otherwise permit to exist investment
vehicles (including vehicles for investment in real estate), financial and
service organizations, and other entities having "Westfield," as part of their
trade name, all without need for any consent (and without the right to object
thereto) by Licensee, PROVIDED that during the Term Licensor shall neither use
nor grant to others the right to use the Licensed Name in the form "Westfield
America Properties, Inc." or such other forms as may be hereafter approved by
Licensor in writing for use in the corporate name of a Licensee Subsidiary.

2. QUALITY STANDARDS AND CONTROL.

2.1 QUALITY CONTROL. All uses by Licensee or any Licensee Subsidiary
of the Licensed Name in connection with the Licensed Business shall be in
accordance with such quality standards and specifications as may be set by
Licensor and communicated to Licensee from time to time or as may be agreed to
by Licensor and Licensee from time to time (the "Quality Standards").

2.2 INSPECTION AND APPROVAL. Licensor shall have the right to
inspect and approve any and all uses by Licensee or any Licensee Subsidiary of
the Licensed Name. From time to time, upon Licensor's reasonable request in
writing, Licensee shall, at Licensee's expense, (i) provide Licensor with
representative samples of the way in which the Licensed Name is then being used
by Licensee or any Licensee Subsidiary (or photographs depicting the same), and
(ii) permit Licensor to inspect Licensee's and any Licensee Subsidiary's place
of business where the Licensed Name is used, in each case for Licensor's
inspection and approval of such use.

<PAGE>

2.3 DEFICIENCIES. In the event Licensor notifies Licensee in writing
of its or any Licensee Subsidiary's failure to maintain appropriate Quality
Standards with respect to the use of the Licensed Name, Licensee shall and shall
cause the relevant Licensee Subsidiary to use reasonably diligent efforts to
cure the cause of such failure or, if cure is not possible, discontinue or cause
to be discontinued such non-conforming uses; PROVIDED, HOWEVER, that Licensee
shall be deemed to have maintained appropriate Quality Standards if the quality
of such uses is not materially different from uses previously made or approved
by Licensor with respect to Licensor's business or with respect to the Licensed
Business.

3. COMPLIANCE WITH LAWS. Licensee agrees to comply with all
applicable federal, state and local laws, rules and regulations in the conduct
of Licensee's Business. Licensee shall use the Licensed Name only in compliance
with applicable law. Licensee shall include any notice or legend relating to
use of the Licensed Name that Licensor reasonably deems advisable or required by
law.

4. OWNERSHIP. (a) Licensee agrees that it will not contest
Licensor's ownership of the Licensed Name or the validity of the Licensed Name,
nor will it claim any interest in the Licensed Name, other than as provided
herein.

(b) Licensee acknowledges it acquires no rights in or to the Licensed
Name or any goodwill associated therewith other than the rights expressly
granted herein. Licensee recognizes that all use by Licensee and all
proprietary rights and goodwill in the Licensed Name in the Territory shall
inure exclusively to the benefit of Licensor. Licensee shall not at any time do
or suffer to be done any act or thing that will in any way impair the rights of
Licensor in and to the Licensed Name.

5. INFRINGEMENT. Licensee will promptly notify Licensor upon
becoming aware of any and all infringement, imitation, dilution or illegal use
of the Licensed Name. Licensor shall have the right, but not the obligation, at
its expense, to bring action against any infringement, imitation, dilution or
illegal use of the Licensed Name. Licensee shall reasonably cooperate and shall
cause the relevant Licensee Subsidiaries to cooperate in the maintenance of any
such action brought by Licensor, at Licensor's expense. Any monetary recovery
in any action brought under this Section 5, whether by judgment, award,

<PAGE>

decree or settlement, shall be paid to Licensor. Licensee shall have no right
to bring action against any infringement, imitation, dilution or illegal use of
the Licensed Name.

6. TERM; TERMINATION; EFFECTS OF TERMINATION.

6.1 TERM. The term (the "Term") of this Agreement shall commence on
January 2, 1997, and shall, unless earlier terminated as provided herein,
continue in full force and effect until the earliest to occur of the following:
(i) the termination of the Advisory Agreement, (ii) the termination of the
Development Framework Agreement, or (iii) the termination of all or
substantially all the Management Agreements.

6.2 TERMINATION. (a) Licensor shall have the right to terminate this
Agreement upon 45 days' written notice, if at any time Licensee or any Licensee
Subsidiary (i) shall have taken any action or engaged in any activity that
Licensor, in its sole discretion, determines is detrimental to the goodwill and
reputation for quality and integrity embodied in the Licensed Name or (ii) shall
have otherwise materially breached any provision of this Agreement unless
Licensee or the relevant Licensee Subsidiary within such 45-day period (A) has
ceased, or taken reasonable steps in good faith to cease, the action or activity
or cure the breach identified in such notice, (B) commenced, or taken reasonable
steps in good faith to commence, taking such action as Licensor may have
reasonably requested in such notice to remedy the effects of such action or
activity or cure such breach, or (C) continued with due diligence to comply with
any such request.

(b) This Agreement shall terminate automatically, without further
action on the part of Licensor if: (i) Licensee or any Licensee Subsidiary
commences any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, relating to bankruptcy, insolvency, reorganization or
relief of debtors, seeking to have an order for relief entered with respect to
it, seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its assets; or (ii) Licensee or any Licensee Subsidiary
makes a general assignment for the benefit of its creditors; or (iii) any

<PAGE>

case, proceeding or other action of a nature referred to in clause (i) above is
commenced against Licensee or any Licensee Subsidiary and (A) results in the
entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iv)
any case, proceeding or other action is commenced against Licensee or any
Licensee Subsidiary seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of Licensee's
or any Licensee Subsidiary's assets and results in the entry of an order for any
such relief which is not vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (v) Licensee or any Licensee
Subsidiary takes any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clauses (i) - (iv)
above; or (vi) Licensee or any Licensee Subsidiary generally does not, or is
unable to, or admits in writing its inability to, pay its debts when they become
due.

6.3 EFFECTS OF TERMINATION. Upon the expiration or termination of
this Agreement:

(a) All rights in the Licensed Name granted to Licensee hereunder
shall automatically revert to Licensor, and neither Licensee nor any Licensee
Subsidiary shall have any further rights in the Licensed Name.

(b) Licensee, without the necessity of further notice or demand from
Licensor shall and shall cause each Licensee Subsidiary to promptly: (i) change
its corporate name to a corporate or trade name that does not include the
Licensed Name or any other word or words that might, in the sole judgment of
Licensor, be indicative of a continuing relationship between Licensor and its
subsidiaries and affiliates, on the one hand, and Licensee and any Licensee
Subsidiary, on the other hand, (ii) remove the Licensed Name, at its own cost
and expense, from all places or things controlled by Licensee or any Licensee
Subsidiary and destroy all materials bearing the Licensed Name, and (iii)
refrain from the use of any name or mark confusingly similar to the Licensed
Name, PROVIDED that Licensor agrees to allow Licensee and each Licensee
Subsidiary a period of sixty (60) days from the date of termination of this
Agreement to phase out use of the Licensed Name in accordance with this Section
6.3 (the "Phase Out Period"). At the end of any such Phase Out Period, if any,
termination in accordance with the terms hereof shall be final, and Licensee and
any Licensee Subsidiary thereafter shall have no right whatsoever to be

<PAGE>

granted any further license to use the Licensed Name. All obligations of
Licensor or Licensee that by their nature survive the termination of this
Agreement shall continue in full force and effect subsequent to and
notwithstanding its termination until they are satisfied in full or by their
nature expire.

7. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered personally by overnight
courier delivery service or by certified mail, return receipt requested, postage
prepaid, to the Parties at the following addresses (or at such other address as
a Party may specify by notice to the other):

(a) if to Licensor, to it at:

11601 Wilshire Boulevard
Los Angeles, California 90025
ATTENTION: Executive Vice President

with a copy to:

Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
ATTENTION: Peter Schwartz

(b) if to Licensee, to it at:

11601 Wilshire Boulevard
Los Angeles, California 90025
ATTENTION: President

Notices shall be deemed given when personally delivered, or the next
business day if sent by overnight courier or after five business days if sent by
mail. Either Party may change the names and/or addresses for the giving of
notices by notice given in each instance to the other Party in the manner
prescribed in this section.

8. MISCELLANEOUS.

8.1 ENTIRE AGREEMENT. This Agreement supersedes all previous
agreements, arrangements or understandings, whether written or oral, and
contains the entire agreement of the Parties hereto with respect to the subject
matter hereof.

<PAGE>

8.2 AMENDMENT. This Agreement may be modified, varied or otherwise
amended only by a writing, of even or subsequent date hereto, signed by both of
the Parties hereto.

8.3 WAIVER. Waiver by either Party of any breach of any provision of
this Agreement by the other Party shall not operate or be construed as a waiver
of any subsequent or other breach.

8.4 ASSIGNMENT. Except as otherwise provided herein, this Agreement
is personal to Licensee and the license herein granted may not be conveyed,
assigned, transferred, pledged, hypothecated, sublicensed, encumbered or
otherwise disposed of, in whole or in part, either voluntarily or involuntarily,
by operation of law or otherwise, by Licensee, and any purported conveyance,
assignment, transfer, pledge, hypothecation, sublicense, encumbrance or other
disposal other than as expressly provided herein shall be void and
unenforceable.

8.5 NO AGENCY. Licensor and Licensee are independent contractors
with respect to each other, and nothing herein shall create any association,
partnership, joint venture or agency relationship between them.

8.6 NO THIRD PARTY BENEFICIARIES. Except as otherwise provided
herein, nothing in this Agreement shall confer any rights upon any person or
entity which is not a Party to this Agreement.

8.7 SEVERABILITY. In the event that any term or provision of this
Agreement shall be held to violate any applicable statute, ordinance or rule of
law in any jurisdiction in which it is used, such provision shall be ineffective
to the extent of such violation, in such jurisdiction without invalidating any
other provision hereof.

8.8 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall constitute an original and all of which shall constitute one
and the same instrument.

8.9 FURTHER ASSURANCES. Each of the Parties hereto agrees to execute
all such further instruments and documents and to take all such further action
as the other Party may reasonably require in order to effectuate the terms and
purposes of this Agreement.

<PAGE>

8.10 HEADINGS. The section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.

8.11 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

8.12 EQUITABLE RELIEF. Licensee acknowledges that Licensor will
suffer irreparable harm as a result of the material breach by Licensee or any
Licensee Subsidiary of any covenant or agreement to be performed or observed by
Licensee or any Licensee Subsidiary under this Agreement, and acknowledges that
Licensor shall be entitled to apply for and receive from any court or
administrative body of competent jurisdiction a temporary restraining order,
preliminary injunction and/or permanent injunction, without any necessity of
proving damages, enjoining Licensee or any Licensee Subsidiary from further
breach of this Agreement or further infringement or impairment of the rights of
Licensor.

8.13 LEGAL FEES AND EXPENSES. In the event that either Party shall be
the prevailing Party in any legal or equitable action by such Party against the
other Party to prevent or remedy any breach of this Agreement, the prevailing
Party shall be entitled to recover its reasonable legal fees and expenses in
such action from the other Party.

8.14 CONSTRUCTION OF THIS AGREEMENT. In any construction of this
Agreement, the Agreement shall not be construed against any Party based upon the
identity of the drafter of the Agreement or any provision of it.

<PAGE>

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of the date first above written.

WESTFIELD CORPORATION, INC.

By /s/ Peter Lowy
----------------------------
Name: Peter Lowy
Title: Vice President

CENTERMARK PROPERTIES, INC.

By /s/ Richard Green
----------------------------
Name: Richard Green
Title: President

<PAGE>

Exhibit 11.1

WESTFIELD AMERICA, INC.
COMPUTATION OF PRIMARY EARNINGS PER SHARE
(In thousands except per share amounts)
<TABLE>
<CAPTION>

Period From
February 12,
1994 Through
For the Year Ended December 31, December 31,
--------------------------------
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>

Net income $ 24,696 $ 21,846 $ 15,241

Less: preferred stock dividends 4,264 3 -
------------ ------------ ------------

Net income allocable to common shareholders $20,432 $21,843 $15,241
------------ ------------ ------------
------------ ------------ ------------

Weighted average shares of common and common
stock equivalents outstanding:

Weighted average number of common shares outstanding 49,107 44,978 44,902

Net effect of dilutive stock warrants 276 - -
------------ ------------ ------------

Total weighted average common stock and common stock
equivalents outstanding 49,383 44,978 44,902
------------ ------------ ------------
------------ ------------ ------------

Primary earnings per common and common equivalent
share $ 0.42 $ 0.48 $ 0.34
------------ ------------ ------------
------------ ------------ ------------

</TABLE>

<PAGE>
EXHIBIT 12.1

WESTFIELD AMERICA INC.
COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Period From
February 12,
Year Ended Year Ended 1994 Through Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1996 1995 1994 (1) 1993 1992
------------ ------------ ------------ ------------ ------------
(Amounts in thousands, except ratios)
<S> <C> <C> <C> <C> <C>
Income before income taxes $24,696 $21,846 $15,241 $19,720 $28,857

Add: Minority interest in consolidated
real estate partnership 1,063 - - - -

Equity in losses of less than 50% owned
real estate partnerships 162 158 2,897 1,928 44

Excess of distributions over earnings of
less than 50% owned real estate
partnerships 4,262 5,510 (34) 2,042 2,767

Interest expense 40,233 27,916 24,156 7,160 24,852

Less: Gain on sale of properties and
partnership interests - - - (2,566) (23,428)
------------ ------------ ----------- ----------- -----------

Total Earnings Available to Cover Fixed Charges $70,416 $55,430 $42,260 $28,284 $32,892
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Total Fixed Charges-Interest Expense 41,736 27,968 24,156 9,311 25,553
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Total Preferred Stock Dividends 4,264 3 - - -
-------------------------------------------------------------------------

Total Combined Fixed Charges and Preferred Stock
Dividends 46,000 27,971 24,156 9,311 25,553
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Ratio of Earnings to Fixed Charges 1.69 1.98 1.75 3.04 1.29
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Ratio of Earnings to Conbined Fixed Charges
And Preferred Stock Dividends 1.53 1.98 1.75 3.04 1.29
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Supplemental disclosure of Ratio of Funds
from Operations ("FFO") to fixed
charges:

FFO $75,842 $65,792 $51,553 $60,472 $37,974
Interest expense 40,233 27,916 24,156 7,160 24,652
------------ ------------ ----------- ----------- -----------

Adjusted FFO available to cover fixed charges 116,075 93,708 75,709 67,632 62,626
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Total Fixed Charges-interest expense 41,736 27,968 24,156 9,311 25,553
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Total Preferred Stock Dividends 4,264 3 - - -
-------------------------------------------------------------------------

Total Combined Fixed Charges and Preferred
Stock Dividends 46,000 27,971 24,156 9,311 25,553
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Ratio of FFO to Fixed Charges 2.78 3.35 3.13 7.26 2.45
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

Ratio of FFO to Combined Fixed Charges and
Preferred Stock Dividends 2.52 3.35 3.13 7.26 2.45
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------

</TABLE>

(1) The computation for the forty two days ended February 11, 1994 is not
meaningful.

<PAGE>

EXHIBIT 21.1

LIST OF SUBSIDIARIES OF THE COMPANY

The following entities are wholly-owned by the Company:

- -------------------------------------------------------------------------------
| | PLACE OF INCORPORATION OF |
| | ORGANIZATION |
- -------------------------------------------------------------------------------
|CenterMark Properties Meriden Square, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|CenterMark Properties of Annapolis, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|CenterMark Properties of Bonita, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|CenterMark Properties of Missouri, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|CenterMark Properties of Vancouver, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|CenterMark Properties of West Covina, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|CMF, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|Eagle Rock Properties, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|Mid Rivers Office Development 1, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|Montgomery Mall Limited Partnership |Maryland limited partnership |
- -------------------------------------------------------------------------------
|Montgomery Mall Properties, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|South County Properties, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|Topanga Center, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|West Park Mall, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|West Park Partners, L.P. |Missouri limited partnership |
- -------------------------------------------------------------------------------
|WAP HC, Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|Westland Properties Inc. |Delaware corporation |
- -------------------------------------------------------------------------------
|The Connecticut Post Limited Partnership |Connecticut limited partnership|
- -------------------------------------------------------------------------------
|Residential Rentals and Investments, Inc. |Connecticut corporation |
- -------------------------------------------------------------------------------

<PAGE>

The Company owns interests in the following entities:

- -------------------------------------------------------------------------------
| |PERCENTAGE| PLACE OF INCORPORATION OF |
| | OWNED | ORGANIZATION |
- -------------------------------------------------------------------------------
|Annapolis Mall Limited Partnership| 30.00% |Maryland limited partnership |
- -------------------------------------------------------------------------------
|EWH Escondido Associates, L.P. | 45.00% |Delaware limited partnership |
- -------------------------------------------------------------------------------
|M-R St. Peters, L.P. | 50.00% |Delaware limited partnership |
- -------------------------------------------------------------------------------
|MBM Associates | 1.00% |California limited partnership |
- -------------------------------------------------------------------------------
|Meriden Square Partnership | 50.00% |Connecticut general partnership|
- -------------------------------------------------------------------------------
|Mid Rivers Limited Partnership | 33.33% |Missouri limited partnership |
- -------------------------------------------------------------------------------
|Mission Valley Partnership | 75.80% |California limited partnership |
- -------------------------------------------------------------------------------
|Owensmouth Office Associates, Ltd.| 50.00% |California limited partnership |
- -------------------------------------------------------------------------------
|Plaza Camino Real | 40.00% |California limited partnership |
- -------------------------------------------------------------------------------
|Topanga Plaza Partnership | 42.00% |California general partnership |
- -------------------------------------------------------------------------------
|Vancouver Mall | 50.00% |Washington general partnership |
- -------------------------------------------------------------------------------
|West Valley Partnership | 42.50% |California limited partnership |
- -------------------------------------------------------------------------------

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 28, 1997, in Amendment No. 1 to the
Registration Statement (Form S-11 No. 333-22731) and related Prospectus of
Westfield America, Inc. for the registration of shares of its common
stock.

Ernst & Young LLP
Los Angeles, California
April 10, 1997

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion in this Registration Statement on Form S-11
(File No. 333-22731) of our report dated February 13, 1996, except for
information as to earnings per share, dividends per share and average shares
outstanding, for which the date is March 3, 1997, on our audits of Westfield
America, Inc. as of December 31, 1995 and for the year ended December 31, 1995
and the periods from February 12, 1994 through December 31, 1994 and from
January 1, 1994 through February 11, 1994, which financial statements are
included in this Registration Statement. We also consent to the reference to our
firm under the caption "Experts."

Coopers & Lybrand LLP
Los Angeles, California
April 10, 1997

<PAGE>
EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

To the Stockholders and Directors of
Westfield America, Inc.

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement on Form S-11 of our report dated February 5, 1997,
relating to the financial statements of Westland Garden State Plaza Limited
Partnership for each of the three years in the period ended December 31, 1996
and of our report dated February 7, 1997 related to the financial statements of
the Acquired Properties for each of the three years in the period ended December
31, 1996, which are contained in that Prospectus.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

BDO Seidman LLP
Los Angeles, California
April 10, 1997