PROXY                       EXCEL LEGACY CORPORATION                       PROXY
              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON SEPTEMBER 11, 2001
The undersigned stockholder(s) of Excel Legacy Corporation, a Delaware
corporation ("Legacy"), hereby constitutes and appoints Gary B. Sabin and
Richard B. Muir, and each of them, as attorneys and proxies for the undersigned,
each with full power of substitution, to attend the Annual Meeting of
Stockholders of Legacy to be held on September 11, 2001 and any adjournment or
postponement thereof, to cast on behalf of the undersigned all votes that the
undersigned is entitled to cast at such meeting and otherwise to represent the
undersigned at the meeting with all powers possessed by the undersigned if
personally present at the meeting. The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of Stockholders and Joint Proxy
Statement/Prospectus and revokes any proxy heretofore given with respect to such
meeting.

EACH PROPOSAL IS MORE FULLY DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS
THAT ACCOMPANIES THIS PROXY. YOU ARE ENCOURAGED TO READ THE JOINT PROXY
STATEMENT/ PROSPECTUS CAREFULLY.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

Proposal 1.  To approve the merger agreement by and among Price
             Enterprises, Inc. ("Enterprises"), PEI Merger Sub, Inc., a
             wholly-owned subsidiary of Enterprises, and Legacy. In the merger,
             PEI Merger Sub will merge with and into Legacy and Legacy will
             become a wholly-owned subsidiary of Enterprises. Each share of
             Legacy common stock outstanding immediately prior to the merger
             will be converted into 0.6667 of a share of Enterprises common
             stock. In addition, outstanding Legacy stock options will be
             assumed by the combined company, Price Legacy Corporation, as
             adjusted to reflect the exchange ratio.

        / /  FOR              / /  AGAINST             / /  ABSTAIN

Proposal 2.  To elect the following eight persons to Legacy's board of directors
             to serve until the earlier of (1) the next annual meeting of
             stockholders of Legacy or (2) the completion of the merger:

                                                           
                  Graham R. Bullick, Ph.D.                                       Robert E. Parsons, Jr.
                        Jack McGrory                                                 Gary B. Sabin
                      Richard B. Muir                                              Robert S. Talbott
                    Richard J. Nordlund                                              John H. Wilmot


                                                                   
   / /     FOR ALL nominees listed above (except as indicated to the        / /
             contrary below)

        
   / /     WITHHOLD AUTHORITY to vote for all nominees listed above



    (INSTRUCTION: To withhold authority to vote for any individual nominee,
    write that nominee's name in the space provided below.)

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                           (CONTINUED ON THE OTHER SIDE)

                          (CONTINUED FROM THE OTHER SIDE)

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

    In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the annual meeting or any adjournment
or postponement thereof.

    All other proxies heretofore given by the undersigned to vote shares of
stock of Legacy, which the undersigned would be entitled to vote if personally
present at the annual meeting or any adjournment or postponement thereof, are
hereby expressly revoked.

    PLEASE DATE THIS PROXY AND SIGN IT EXACTLY AS YOUR NAME OR NAMES APPEAR
BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF SHARES ARE HELD BY A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER. IF SHARES ARE HELD
BY A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.

                                           _____________________________________

                                           _____________________________________
                                                       Signature(s)

                                           Dated:  _______________________, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EXCEL LEGACY
CORPORATION. PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THE PROXY CARD USING
THE POSTAGE-PAID ENVELOPE ENCLOSED. IF YOUR ADDRESS IS INCORRECTLY SHOWN, PLEASE
PRINT CHANGES.