SUN COMMUNITIES INC
111TH AMENDMENT TO 2ND AMENDED PARTNERSHIP AGRMT.
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>3
<FILENAME>k68295ex10-35.txt
<DESCRIPTION>111TH AMENDMENT TO 2ND AMENDED PARTNERSHIP AGRMT.
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.35

                         ONE HUNDRED ELEVENTH AMENDMENT
                                     TO THE
            SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
                                       OF
                  SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

      THIS ONE HUNDRED ELEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
(this "AMENDMENT") is entered into as of May 1, 2000, by and between SUN
COMMUNITIES, INC., a Maryland corporation (the "GENERAL PARTNER"), as the
general partner of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan
limited partnership (the "PARTNERSHIP"), and FOUR SEASONS MOBILE HOME PARK, an
Indiana partnership (the "SERIES B PREFERRED Partner").

                                    RECITALS

      A. The Series B Preferred Partner and the Partnership are parties to that
certain Contribution Agreement dated February 2, 2000 (the "Contribution
Agreement"), pursuant to which the Series B Preferred Partner has agreed to
contribute to the Partnership the Project (as defined in the Contribution
Agreement) in consideration for the issuance by the Partnership of Series B
Preferred Units (as hereinafter defined).

      B. The signatories hereto desire to amend that certain Second Amended and
Restated Limited Partnership Agreement of Sun Communities Operating Limited
Partnership, dated as of April 30, 1996, as amended by those certain amendments
numbered one through one hundred ten (collectively, as amended, the "AGREEMENT")
as set forth herein; any capitalized term not defined herein shall have the
respective meaning ascribed to it in the Agreement.

      C. Section 11 of the Agreement authorizes the General Partner, as the
holder of more than fifty percent (50%) of the OP Units, to amend the Agreement.

      NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
set forth herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree to continue the Partnership and amend the Agreement as
follows:

      1. Admission of New Partners. As of the date hereof, the Series B
Preferred Partner has contributed the Project, with a net agreed upon value of
$3,563,700, to the Partnership in exchange for the issuance to the Series B
Preferred Partner of 35,637 Series B Preferred Units. The Series B Preferred
Units issued to the Series B Preferred Partner have been duly issued and fully
paid. The Series B Preferred Partner is hereby admitted to the Partnership,
effective as of May 1, 2000 as a new Limited Partner, and by execution of this
Amendment the Series B Preferred Partner has agreed to be bound by all of the
terms and conditions of the Agreement, as

<PAGE>

amended hereby, and hereby acknowledges receipt of a copy of the Agreement.
Exhibit A of the Agreement is hereby deleted in its entirety and is replaced
with EXHIBIT A to this Amendment.

      2. Sections 3.1 and 3.2. Sections 3.1 and 3.2 of the Agreement are hereby
deleted in their entirety and replaced with the following:

      "3.1  OP UNITS

            The Partners' interests in the Partnership are expressed in terms of
      OP Units and each Partner has been issued OP Units corresponding to the
      agreed value of its capital contribution. OP Units consist of Common OP
      Units, Preferred OP Units, Series A Preferred Units and Series B Preferred
      Units.

      3.2 COMMON OP UNITS

            The holders of the Common OP Units shall be entitled to receive
      distributions in accordance with Section 4.3, after payment of all accrued
      (i) Preferred Dividends, (ii) Series A Priority Return and (iii) Series B
      Priority Return. No distribution shall be made in respect of Common OP
      Units while any accrued (i) Preferred Dividends, (ii) Series A Priority
      Return, or (iii) Series B Priority Return remains unpaid unless all such
      unpaid amounts are paid simultaneously with such distribution."

      3. Section 3.9. Section 3.9 of the Agreement is hereby deleted in its
entirety and replaced with the following:

      "3.9 WITHDRAWALS

            No Partner shall be entitled to withdraw any portion of its capital
      account, except by way of distribution pursuant to Sections 4.3, 8.2,16
      and 17 hereof."

      4. Section 4.2 (a)(v) of the Agreement is hereby deleted in its entirety
and replaced with the following:

            "(v) fifth, with respect to OP Units other than Series A Preferred
      Units, pro rata in proportion to the number of OP Units other than Series
      A Preferred Units, held by each such Partner as of the last day of the
      period for which such allocation is being made; provided, however, that
      the profits allocated to any Preferred OP Units and Series B Preferred
      Units pursuant to this Section 4.2(b)(v) for any calendar year shall not
      exceed the amount of Preferred Dividends and Series B Priority Return,
      respectively, thereon for that calendar year, and any such excess profits
      remaining after the application of such limitation shall be allocated to
      the holders of the Common OP Units, pro rata."

      5. Section 8.2(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:


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<PAGE>

      "8.2 LIQUIDATING DISTRIBUTIONS; RESTORATION OF CAPITAL ACCOUNT DEFICITS

            Upon the liquidation of the Partnership or any Partner's interest in
      the Partnership, within the meaning of the Allocation Regulations:

                  (a) The capital accounts of the holders of the OP Units shall
      be adjusted to reflect the manner in which any unrealized income, gain,
      loss and deduction inherent in the Partnership's property, which has not
      previously been reflected in the Partners' capital accounts, would be
      allocated among the Partners if there were a taxable disposition of such
      property at fair market value on the date of distribution. Any resulting
      increase in the Partners' capital accounts shall be allocated (i) first to
      the holders of the Preferred OP Units and Series A Preferred Units in
      proportions and amounts sufficient to bring their respective capital
      account balances up to the amount of the Issue Prices of their respective
      Preferred OP Units and Series A Preferred Units plus accrued and unpaid
      Preferred Dividends or Series A Priority Return, as the case may be,
      thereon, (ii) second to the holders of the Series B Preferred Units in
      proportions and amounts sufficient to bring their respective capital
      account balances up to the amount of the Issue Price of the Series B
      Preferred Units plus accrued and unpaid Series B Priority Return thereon,
      and (iii) third (if any) to the Common OP Units. Any resulting decrease in
      the Partners' capital accounts shall first be allocated (i) first to the
      holders of the Common OP Units in proportions and amounts sufficient to
      reduce their respective capital account balances to zero, (ii) second to
      the holders of Series B Preferred Units in proportions and amounts
      sufficient to reduce their respective capital account balances to zero,
      (iii) third to the holders of the Preferred OP Units and Series A
      Preferred Units in proportions and amounts sufficient to reduce their
      respective capital account balances to zero, and (iv) (if any) to the
      General Partner. Liquidating distributions shall be made in accordance
      with the positive capital account balances of the Partners, after giving
      effect to such adjustment and other capital account adjustments for the
      current year, as provided in the Allocation Regulations.

      6. Section 14. Section 14 of the Agreement is hereby amended as follows:

            (a) The second sentence of the definition of "OP UNITS" is hereby
      deleted in its entirety and replaced with the following: "OP Units consist
      of Common OP Units, Preferred OP Units, Series A Preferred Units and
      Series B Preferred Units."

            (c) The following new definitions are inserted in Section 14
      (Definitions) so as to preserve alphabetical order:

                  "FIRST 24 MONTH PERIOD" shall mean the period commencing on
            May 1, 2000 and ending on and including April 30, 2002.

                  "FIRST 12 MONTH PERIOD" shall mean the period commencing on
            and including May 1, 2004 and ending on and including April 30,
            2005.


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                  "SECOND 24 MONTH PERIOD" shall mean the period commencing on
            and including May 1, 2002 and ending on and including April 30,
            2004.

                  "SECOND 12 MONTH PERIOD" shall mean the period commencing on
            and including May 1, 2005 and ending on and including April 30,
            2006.

                  "SERIES B DEFAULT" shall have the meaning set forth therefor
            in Section 17.5(c) hereof.

                  "SERIES B ISSUANCE DATE" shall mean May 1, 2000.

                  "SERIES B JUNIOR UNITS" shall have the meaning set forth
            therefor in Section 17.3(c) hereof.

                  "SERIES B PARITY PREFERRED UNITS" shall have the meaning set
            forth therefor in Section 17.1 hereof.

                  "SERIES B PREFERRED PARTNER" means Four Seasons Mobile Home
            Park, an Indiana partnership, and its successors and permitted
            assigns.

                  "SERIES B PREFERRED UNIT DISTRIBUTION PAYMENT DATE" shall have
            the meaning set forth therefor in Section 17.3(a) hereof.

                  "SERIES B PREFERRED UNITS" shall have the meaning set forth
            therefor in Section 17.2 hereof.

                  "SERIES B PRIORITY RETURN" shall have the meaning set forth
            therefor in Section 17.1 hereof.

                  "SERIES B REDEMPTION PRICE" shall mean $100 per Series B
            Preferred Unit redeemed.

      7. Section 17. The following new Section 17 is inserted in the Agreement
after Section 16 thereof:


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<PAGE>

      "17. SERIES B PREFERRED UNITS.

            SECTION 17.1 DEFINITIONS. The term "SERIES B PARITY PREFERRED UNITS"
      shall mean any class or series of OP Units of the Partnership now or
      hereafter authorized, issued or outstanding and expressly designated by
      the Partnership to rank on parity with the Series B Preferred Units with
      respect to distributions and rights upon voluntary or involuntary
      liquidation, winding-up or dissolution of the Partnership. The term
      "SERIES B PRIORITY RETURN" shall mean an amount equal to (i) 7.0% per
      annum for the First 24 Month Period, (ii) 7.5% per annum for the Second 24
      Month Period, (iii) 8.0% per annum for the First 12 Month Period, and (iv)
      9.0% per annum for the Second 12 Month Period (determined on the basis of
      a 365 day year), of the stated amount of $100.00 per Series B Preferred
      Unit multiplied by the number of outstanding Series B Preferred Units,
      cumulative to the extent not distributed for any given distribution period
      pursuant to Section 4.3 hereof.

            SECTION 17.2 DESIGNATION AND NUMBER. A series of OP Units in the
      Partnership designated as the "Series B Cumulative Preferred Units" (the
      "SERIES B PREFERRED UNITS") is hereby established. The number of Series B
      Preferred Units shall be 35,637.

            SECTION 17.3 DISTRIBUTIONS.

                  (a) Payment of Distributions.

                        (i) Subject to the rights of holders of Series A
                  Preferred Units, Parity Preferred Units, Preferred OP Units
                  and Series B Parity Preferred Units as to the payment of
                  distributions pursuant to Sections 4.3, 8.2 and 16.3 of the
                  Agreement, holders of Series B Preferred Units shall be
                  entitled to receive, when, as and if declared by the
                  Partnership acting through the General Partner, out of the
                  Partnership's available cash, the Series B Priority Return.

                        (ii) All distributions shall be cumulative, shall accrue
                  from the original date of issuance and will be payable (i)
                  quarterly (such quarterly periods for purposes of payment and
                  accrual will be the quarterly periods ending on the dates
                  specified in this sentence) in arrears, on April 30, June 30,
                  September 30 and December 31 of each year, commencing on June
                  30, 2000 (with the first such payment to include the amount
                  accrued from the period commencing on the date hereof through
                  and including June 30, 2000) and (ii) in the event of a
                  redemption of Series B Preferred Units, on the redemption date
                  (each a "SERIES B PREFERRED UNIT DISTRIBUTION PAYMENT DATE").
                  The amount of the distribution payable for any period will be
                  computed on the basis of a 365-day year and for any period
                  shorter than a full quarterly period for which distributions
                  are computed, the amount of the distribution payable will be
                  computed based on the ratio of


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                  the actual number of days elapsed in such period to the actual
                  number of days in such quarterly period. If any date on which
                  distributions are to be made on the Series B Preferred Units
                  is not a Business Day (as defined in SECTION 14), then payment
                  of the distribution to be made on such date will be made on
                  the next succeeding day that is a Business Day (and without
                  any interest or other payment in respect of any such delay)
                  except that, if such Business Day is in the next succeeding
                  calendar year, such payment shall be made on the immediately
                  preceding Business Day, in each case with the same force and
                  effect as if made on such date. Distributions on the Series B
                  Preferred Units will be made to the holders of record of the
                  Series B Preferred Units on the relevant record dates to be
                  fixed by the Partnership acting through the General Partner,
                  which record dates shall in no event exceed fifteen (15)
                  Business Days prior to the relevant Series B Preferred Unit
                  Distribution Payment Date.

                  (b) Distributions Cumulative. Distributions on the Series B
            Preferred Units will accrue whether or not the terms and provisions
            of any agreement of the Partnership, including any agreement
            relating to its indebtedness at any time prohibit the declaration,
            setting aside for payment or current payment of distributions,
            whether or not the Partnership has earnings, whether or not there
            are funds legally available for the payment of such of such
            distributions and whether or not such distributions are authorized.
            Accrued but unpaid distributions on the Series B Preferred Units
            will accumulate as of the Series B Preferred Unit Distribution
            Payment Date on which they first become payable. Distributions on
            account of arrears for any past distribution periods may be declared
            and paid at any time, without reference to a regular Series B
            Preferred Unit Distribution Payment Date to holders of record of the
            Series B Preferred Units on the record date fixed by the Partnership
            acting through the General Partner which date shall not exceed
            fifteen (15) Business Days prior to the payment date. Accumulated
            and unpaid distributions will not bear interest.

                 (c) Priority as to Distributions.

                        (i) So long as any Series B Preferred Units are
                  outstanding, no distribution of cash or other property shall
                  be authorized, declared, paid or set apart for payment on or
                  with respect to any class or series of OP Units of the
                  Partnership ranking junior as to the payment of distributions
                  or rights upon a voluntary or involuntary liquidation,
                  dissolution or winding-up of the Partnership to the Series B
                  Preferred Units (collectively, "SERIES B JUNIOR UNITS"), nor
                  shall any cash or other property be set aside for or applied
                  to the purchase, redemption or other acquisition for
                  consideration of any Series B Preferred Units, any Series B
                  Parity Preferred Units or any Series B Junior Units, unless,
                  in each case, all distributions accumulated on all Series B
                  Preferred Units and all classes and series of outstanding
                  Series B Parity Preferred Units have been paid in


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<PAGE>

                  full. The foregoing sentence will not prohibit (a)
                  distributions payable solely in OP Units ranking junior to the
                  Series B Preferred Units as to the payment of distributions
                  and rights upon a voluntary or involuntary liquidation,
                  dissolution or winding-up of the Partnership, (b) the
                  conversion of Series B Junior Units or Series B Parity
                  Preferred Units into OP Units of the Partnership ranking
                  junior to the Series B Preferred Units as to distributions and
                  rights upon a voluntary or involuntary liquidation,
                  dissolution or winding-up of the Partnership, or (c) the
                  redemption of OP Units corresponding to any Junior Stock (as
                  defined in the Series A Articles Supplementary) to be
                  purchased by the General Partner pursuant to Article VII of
                  the Charter to preserve the General Partner's status as a real
                  estate investment trust, provided that such redemption shall
                  be upon the same terms as the corresponding purchase pursuant
                  to Article VII of the Charter.

                        (ii) So long as distributions have not been paid in full
                  (or a sum sufficient for such full payment is not irrevocably
                  deposited in trust for immediate payment) upon the Series B
                  Preferred Units, all distributions authorized and declared on
                  the Series B Preferred Units and all classes or series of
                  outstanding Series B Parity Preferred Units shall be
                  authorized and declared so that the amount of distributions
                  authorized and declared per Series B Preferred Unit and such
                  other classes or series of Series B Parity Preferred Units
                  shall in all cases bear to each other the same ratio that
                  accrued distributions per Series B Preferred Unit and such
                  other classes or series of Series B Parity Preferred Units
                  (which shall not include any accumulation in respect of unpaid
                  distributions for prior distribution periods if such class or
                  series of Series B Parity Preferred Units do not have
                  cumulative distribution rights) bear to each other.

                        (iii) The Series B Preferred Units and any Series B
                  Parity Preferred Units shall be deemed to be "Junior Units" as
                  defined in Section 16.3(c) hereof, and so long as any Series A
                  Preferred Units or Parity Preferred Units are outstanding, no
                  distribution of cash or other property shall be authorized,
                  declared, paid or set apart for payment on or with respect to
                  the Series B Preferred Units or any Series B Parity Preferred
                  Units, nor shall any cash or other property be set aside for
                  or applied to the purchase, redemption or other acquisition
                  for consideration of any Series B Preferred Units or Series B
                  Parity Preferred Units unless, in each case, all distributions
                  accumulated on all Series A Preferred Units and all classes
                  and series of outstanding Parity Preferred Units have been
                  paid in full.

                  (d) Distributions on OP Units held by General Partner.
            Notwithstanding anything to the contrary herein, distributions on OP
            Units held by the General Partner may be made, without preserving
            the priority of


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            distributions described in Section 17.3(c)(i) and (ii), but only to
            the extent such distributions are required to preserve the real
            estate investment trust status of the General Partner.

                  (e) No Further Rights. Holders of Series B Preferred Units
            shall not be entitled to any distributions, whether payable in cash,
            other property or otherwise, in excess of the full cumulative
            distributions described herein.

            SECTION 17.4 LIQUIDATION PROCEEDS.

                  (a) Notice. Written notice of any voluntary or involuntary
            liquidation, dissolution or winding-up of the Partnership, stating
            the payment date or dates when, and the place or places where, the
            amounts distributable in such circumstances shall be payable, shall
            be given by (i) fax and (ii) by first class mail, postage pre-paid,
            not less than thirty (30) and not more than sixty (60) days prior to
            the payment date stated therein, to each record holder of the Series
            B Preferred Units at the respective addresses of such holders as the
            same shall appear on the transfer records of the Partnership.

                  (b) No Further Rights. After payment of the full amount of the
            liquidating distributions to which they are entitled pursuant to
            Section 8.2 hereof, the holders of Series B Preferred Units will
            have no right or claim to any of the remaining assets of the
            Partnership.

                  (c) Consolidation, Merger or Certain Other Transactions. The
            voluntary sale, conveyance, lease, exchange or transfer (for cash,
            shares of stock, securities or other consideration) of all or
            substantially all of the property or assets of the General Partner
            to, or the consolidation or merger or other business combination of
            the Partnership with or into, any corporation, trust, partnership,
            limited liability company or other entity (or of any corporation,
            trust, partnership, limited liability company or other entity with
            or into the Partnership) shall not be deemed to constitute a
            liquidation, dissolution or winding-up of the Partnership.

            SECTION 17.5 REDEMPTION.

                  (a) Mandatory Redemption. Subject to the limitations in this
            Section 17.5, the holders of Series B Preferred Units may request
            redemption of, and the Partnership shall redeem, for cash, Series B
            Preferred Units on the following terms and subject to the following
            conditions:

                        (i) On May 1, 2003 the holders of Series B Preferred
                  Units may require that the Partnership redeem an aggregate of
                  10,000 Series B Preferred Units upon not less than sixty (60)
                  days prior written notice, at the Series B Redemption Price.


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<PAGE>

                        (ii) On May 1, 2004 and May 1, 2005 the holders of
                  Series B Preferred Units may require that the Partnership
                  redeem all outstanding Series B Preferred Units upon not less
                  than sixty (60) days prior written notice at the Series B
                  Redemption Price.

                        (iii) On May 1, 2006, the Partnership shall redeem all
                  outstanding Series B Preferred Units at the Series B
                  Redemption Price.

                  (b) Redemption in the Event of a Series B Default. The
            Partnership shall redeem, for cash, all outstanding Series B
            Preferred Units at the Series B Redemption Price in the event the
            Partnership fails to declare and pay on any Series B Preferred Unit
            Distribution Payment Date the Series B Priority Return for any
            reason including the failure to declare a distribution of the Series
            B Priority Retrun (a "SERIES B DEFAULT"). Such redemption shall
            occur fifteen (15) days after written demand of the holders of
            Series B Preferred Units is received by the Partnership, provided
            such notice is received by the Partnership no later than thirty (30)
            days after the Series B Preferred Unit Distribution Payment Date
            that is the subject of the Series B Default. Failure of the holders
            of Series B Preferred Units to timely give such notice shall
            terminate the right of the holders of Series B Preferred Units under
            this Section 17.5(b) to demand redemption with respect to the Series
            B Default to which such notice relates, but shall not effect the
            rights of the holders of Series B Preferred Units under this Section
            17.5(b) for any subsequent Series B Default.

                  (c) Limitations on Redemption. Any redemption pursuant to this
            Section 17.5 is subject to and limited by the provisions of Section
            16.3(c)(i) hereof.

                  (d) Procedures for Redemption.

                        (i) Notice of redemption will be (A) faxed and (B)
                  mailed by the holders of Series B Preferred Units, by
                  certified mail, postage prepaid, to the Partnership so that
                  notice is received by the Partnership within the periods set
                  forth herein and in accordance with the provisions hereof.
                  Each such notice shall: (1) state the aggregate number of
                  Series B Preferred Units to be redeemed and if fewer than all
                  of the outstanding Series B Preferred Units are to be
                  redeemed, the number of Series B Preferred Units to be
                  redeemed held by such holder, which number shall equal such
                  holder's pro rata share (based on the percentage of the
                  aggregate number of outstanding Series B Preferred Units the
                  total number of Series B Preferred Units held by such holder
                  represents) of the aggregate number of Series B Preferred
                  Units to be redeemed and (2) refer to the specific subsection
                  of this Section 17.5 pursuant to which such redemption is
                  being effected. Any such notice shall be irrevocable.


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<PAGE>

                        (ii) By 12:00 noon, New York City time, on the
                  redemption date, the Partnership will deposit irrevocably in
                  trust with Boston Equiserve, its transfer agent (or any
                  successor entity, provided such entity is a third party,
                  unrelated to the Company and the Partnership) for the benefit
                  of the Series B Preferred Units being redeemed funds
                  sufficient to pay the Series B Redemption Price and will give
                  irrevocable instructions to such transfer agent and authority
                  to pay such Series B Redemption Price to the holders of the
                  Series B Preferred Units upon surrender of the Series B
                  Preferred Units by such holders at the place designated by the
                  Partnership. If the Series B Preferred Units are evidenced by
                  a certificate and if fewer than all Series B Preferred Units
                  evidenced by any certificate are being redeemed, a new
                  certificate shall be issued upon surrender of the certificate
                  evidencing all Series B Preferred Units, evidencing the
                  unredeemed Series B Preferred Units without cost to the holder
                  thereof. On and after the date of redemption, distributions
                  will cease to accumulate on the Series B Preferred Units or
                  portions thereof called for redemption, unless the Partnership
                  defaults in the payment of the Series B Redemption Price. If
                  any date fixed for redemption of Series B Preferred Units is
                  not a Business Day, then payment of the Series B Redemption
                  Price payable on such date will be made on the next succeeding
                  day that is a Business Day (and without any interest or other
                  payment in respect of any such delay) except that, if such
                  Business Day falls in the next calendar year, such payment
                  will be made on the immediately preceding Business Day, in
                  each case with the same force and effect as if made on such
                  date fixed for redemption. If payment of the Series B
                  Redemption Price is improperly withheld or refused and not
                  paid by the Partnership, distributions on such Series B
                  Preferred Units will continue to accumulate from the original
                  redemption date to the date of payment, in which case the
                  actual payment date will be considered the date fixed for
                  redemption for purposes of calculating the Series B Redemption
                  Price.

            SECTION 17.6 VOTING RIGHTS. Holders of the Series B Preferred Units
      will not have any voting rights or right to consent to any matter
      requiring the consent or approval of the Limited Partners.

            SECTION 17.7 TRANSFER RESTRICTIONS. The Series B Preferred Units
      shall be subject to the provisions of SECTION 9 of the Agreement.

            SECTION 17.8 CONVERSION AND EXCHANGE RIGHTS.

            (a) General. The holders of Series B Preferred Units shall be
      entitled to convert Series B Preferred Units into Common OP Units or
      exchange Series B Preferred Units for shares of the General Partner's
      common stock, at their option, on the following terms and subject to the
      following conditions:


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<PAGE>

                  (i) On May 1, 2002, the holders of Series B Preferred Units
            may convert an aggregate of 10,000 Series B Preferred Units into
            22,727 Common OP Units or exchange an aggregate of 10,000 Series B
            Preferred Units for 22,727 shares of the General Partner's common
            stock, or any combination thereof at conversion or exchange rate of
            2.272727 Common OP Units or shares of the General Partner's common
            stock, as the case may be, for each Series B Preferred Unit (rounded
            to the lower whole number), at their option, provided the General
            Partner has received at least sixty (60) days prior written notice
            of such conversion or exchange, such notice to specify the number of
            Common OP Units and number of shares of the General Partner's common
            stock to which the Series B Preferred Units are to be converted or
            exchanged.

                  (ii) On each of May 1, 2003, May 1, 2004, May 1, 2005 and May
            1, 2006, the holders of Series B Preferred Units may convert all or
            any portion (but not less than 10,000) Series B Preferred Units to
            Common OP Units or exchange all or any portion (but not less than
            10,000) Series B Preferred Units for shares of the General Partner's
            common stock, at their option, at a conversion and exchange rate of
            2.272727 Common OP Units or shares of the General Partner's common
            stock, as the case may be, for each Series B Preferred Unit (rounded
            to the lower whole number), provided the General Partner has
            received at least sixty (60) days prior written notice of such
            conversion or exchange, such notice to specify the number of Common
            OP Units and number of shares of the General Partner's common stock
            to which the Series B Preferred Units are to be converted or
            exchanged.

      (b) Procedure for Conversion or Exchange.

                  (i) Any conversion or exchange shall be exercised pursuant to
            a notice of conversion or exchange (the "SERIES B
            CONVERSION/EXCHANGE NOTICE") delivered to the General Partner by the
            holder who is exercising such conversion or exchange right, by (A)
            fax and (B) by certified mail postage prepaid. The Series B
            Conversion/Exchange Notice and certificates, if any, representing
            such Series B Preferred Units to be converted or exchanged shall be
            delivered to the office of the General Partner maintained for such
            purpose. Currently, such office is:

                                Sun Communities, Inc.
                                Suite 145
                                31700 Middlebelt Road
                                Farmington Hills, Michigan 48334.

            Any conversion or exchange hereunder shall be effective as of the
            close of business on the conversion or exchange date. The holders of
            the converted or exchanged Series B Preferred Units shall be deemed
            to have surrendered the same to the Partnership


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<PAGE>

            or the General Partner, as the case may be, and the Partnership or
            the General Partner, as the case may be, shall be deemed to have
            issued Common OP Units or shares of common stock of the General
            Partner, as applicable, at the close of business on the conversion
            or exchange date.

            (c) Adjustment of Series B Conversion/Exchange Rate.

                  (i) The conversion/exchange rate is subject to adjustment upon
            subdivisions, stock splits, stock dividends, combinations and
            reclassification of the common stock of the General Partner.

                  (ii) In case the General Partner shall be a party to any
            transaction (including, without limitation, a merger, consolidation,
            statutory share exchange, tender offer for all or substantially all
            of the General Partner's capital stock or sale of all or
            substantially all of the General Partner's assets), in each case as
            a result of which the General Partner's common stock will be
            converted into the right to receive shares of capital stock, other
            securities or other property (including cash or any combination
            thereof), each Series B Preferred Unit will thereafter be
            convertible or exchangeable into the kind and amount of shares of
            capital stock and other securities and property receivable
            (including cash or any combination thereof) upon the consummation of
            such transaction by a holder of that number of shares of the General
            Partner's common stock or fraction thereof into which one Series B
            Preferred Unit was convertible or exchangeable immediately prior to
            such transaction

            (d) Limitations on Conversion and Exchange. Notwithstanding Section
      17.8(a):

                  (i) Upon tender of any Series B Preferred Units to the General
            Partner pursuant to that Section, the General Partner may issue cash
            in lieu of stock to the extent necessary to prevent the recipient
            from violating the Ownership Limitations of Section 2 of Article VII
            of the Charter, or corresponding provisions of any amendment or
            restatement thereof; and

                  (ii) A holder of Series B Preferred Units will not have the
            right to exchange Series B Preferred Units for the General Partner's
            common stock if (1) in the opinion of counsel for the General
            Partner, the General Partner would no longer qualify or its status
            would be seriously compromised as a real estate investment trust
            under the Internal Revenue Code as a result of such exchange; or (2)
            such exchange would, in the opinion of counsel for the General
            Partner, constitute or be likely to constitute a violation of
            applicable securities laws. In the event of either such occurrence,
            the General Partner shall purchase such holder's Series B Preferred
            Units for cash at a purchase price of $100 per Series B Preferred
            Unit.


                                       12
<PAGE>

            (e) Reservation of Common Stock. The General Partner shall at all
      times reserve and keep available a sufficient number of authorized but
      unissued shares of common stock to permit the exchange of all of the
      outstanding Series B Preferred Units pursuant to this Section 17.8.

            (f) Payment of Series B Priority Return. On the Series B Preferred
      Unit Distribution Payment Date next following a conversion or exchange
      date, holders of Series B Preferred Units converted or exchanged on such
      date shall be entitled to Series B Priority Return in an amount equal to a
      prorated portion of the Series B Priority Return based on the number of
      days elapsed from the prior Series B Preferred Unit Distribution Payment
      Date through, but not including, the conversion or exchange date.

            SECTION 17.9 NO SINKING FUND. No sinking fund shall be established
      for the retirement or redemption of Series B Preferred Units.

      8. Governing Law. This Amendment shall be interpreted and enforced
according to the laws of the State of Michigan.

      9. Full Force and Effect. Except as amended by the provisions hereof, the
Agreement, as previously amended, shall remain in full force and effect in
accordance with its terms and is hereby ratified, confirmed and reaffirmed by
the undersigned for all purposes and in all respects.

      10. Successors/Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns.

      11. Counterparts. This Amendment may be executed in counterparts, all of
which together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart.

                        (SIGNATURES APPEAR ON NEXT PAGE)


                                       13
<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
day and year first above written.

                                GENERAL PARTNER

                                SUN COMMUNITIES, INC.


                                By: /s/ Jonathan M. Colman
                                    -------------------------------------------
                                    Name:  Jonathan M. Colman
                                    Title:  Senior Vice President - Acquisitions

                       (SIGNATURES CONTINUE ON NEXT PAGE)


                                       14
<PAGE>

                               NEW LIMITED PARTNER

                                FOUR SEASONS MOBILE HOME PARK,
                                AN INDIANA PARTNERSHIP


                                By: /s/ Randall Lipps
                                    -------------------------------------------
                                         Randall Lipps


                                By: /s/ Sharon DeLucemy
                                    -------------------------------------------
                                         Sharon DeLucemy


                                       15

</TEXT>
</DOCUMENT>
