AMENDMENT NO. 1 TO EQUITYHOLDERS AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1

TO

EQUITYHOLDERS AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) is made as of the 16th day of September, 2011, by and among Equity One, Inc., a Maryland corporation (“Equity One”), Capital Shopping Centres Group PLC, a public limited company organized under the laws of England and Wales (“Parent”), Liberty International Holdings Limited, a private company limited by shares organized under the laws of England and Wales (“LIH”), Gazit-Globe, Ltd., an Israeli corporation (“Gazit Globe”), MGN (USA) Inc., a Nevada corporation (“MGN”), Gazit (1995), Inc., a Nevada corporation (“1995”), MGN America, LLC, a Delaware limited liability company (“America”), Silver Maple (2001), Inc., a Nevada corporation (“Silver Maple”), Ficus, Inc., a Delaware corporation (“Ficus”) and Gazit First Generation LLC, a Delaware limited liability company (“First Generation”).

WHEREAS, Equity One, LIH, Parent, Gazit Globe, MGN, 1995, America, Silver Maple and Ficus are parties to that certain Equityholders Agreement, dated as of May 23, 2010 and effective as of January 4, 2011 (the “Equityholders Agreement”);

WHEREAS, the parties hereto desire to amend certain terms of the Equityholders Agreement as set forth herein and to add First Generation as a member of the Gazit Group (as defined in the Equityholders Agreement); and

WHEREAS, all capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Equityholders Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

2.7 Gazit Voting Obligation. Each member of the Gazit Group executing this Agreement agrees, and will cause Chaim Katzman and each of their respective controlled Affiliates (other than Affiliates that have executed this Agreement), at any meeting of the stockholders of Equity One, or with respect to any action by written consent of such stockholders, to cause all EQY Common Stock Beneficially Owned by the Gazit Group or over which it has the power to direct the vote, to be voted in favor of the election of the LIH nominee to the Equity One Board approved by the Equity One Board in accordance with Section 2.3 for so long as LIH has the right to nominate a director to the Equity One Board pursuant to this Article 2; provided, however, that each member of the Gazit Group will only be required to vote in favor of such approved LIH nominee if such LIH nominee is qualified, in the Gazit Group’s reasonable judgment, to serve as a director of Equity One, and provided, further, that the obligations of the members of the

Gazit Group to so vote or so cause to be voted at any such meeting under this Section 2.7 shall apply only to EQY Common Stock Beneficially Owned by the Gazit Group (or over which it has the power to direct the vote) that represents, in the aggregate, up to 45.0% of the total voting power entitled to vote at such meeting (the “Gazit Voting Obligation”). The Gazit Group agrees that in the event that a Parent Section 16 Person is approved by the Equity One Board as the LIH nominee pursuant to Section 2.3, then such LIH nominee will be deemed qualified by the Gazit Group for purposes of this Section 2.7.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

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