8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934


                Date of Report (Date of Earliest Event Reported)
                                  July 10, 2002


                         General Growth Properties, Inc.
             (Exact name of registrant as specified in its charter)


       Delaware                  1-11656                        42-1283895
       --------                  -------                        ----------
   (State or other             (Commission                   (I.R.S. Employer
   jurisdiction of             File Number)                   Identification
    incorporation)                                                Number)


                  110 N. Wacker Drive, Chicago, Illinois 60606
               (Address of principal executive offices) (Zip Code)


                                 (312) 960-5000
                                 --------------
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)




ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

         On July 10, 2002 the Company acquired, pursuant to an Agreement and
Plan of Merger, dated as of March 3, 2002 (the "Merger Agreement"), among
General Growth Properties, Inc. (the "Company"), GGP Limited Partnership
("GGPLP"), of which the Company is the general partner, JP Realty, Inc. ("JP
Realty") and its operating partnership subsidiary, Price Development Company,
Limited Partnership ("PDC"), all of the outstanding shares of each class of
common stock of JP Realty and all of the outstanding common units of limited
partnership in PDC by merging JP Realty and PDC with indirect subsidiaries of
the Company. The acquisition closed on July 10, 2002, immediately following the
approval by the common stockholders of JP Realty.

         The total acquisition price was approximately $1.1 billion, which
included the assumption of approximately $460 million of existing debt and $116
million of existing preferred operating units. Pursuant to the terms of the
Merger Agreement, each outstanding share of JP Realty common stock was converted
into $26.10 in cash without interest, which represented a total payment in cash
of approximately $431 million. In addition, each common unit of limited
partnership interest in PDC was converted into either $26.10 in cash without
interest or, at the election of the holder of such unit who is an accredited
investor, 0.522 8.5% Series B Cumulative Convertible Preferred Units of limited
partnership of GGPLP (the "Series B Preferred Units") with a face value of $50
per unit. Based upon the elections of such holders, 1,426,392.666 Series B
Preferred Units were issued and the holders of the remaining common units of
limited partnership interest of PDC received approximately $23.6 million in
cash. The Series B Preferred Units may be converted into common units of limited
partnership in GGPLP at a conversion price of $50 per unit. The Series B
Preferred Units have not and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The cash portion of the
acquisition price was funded from substantially all of the proceeds from
approximately $117 million in mortgage loans (on loans from UBS Warburg Real
Estate Investments, Inc. and Lehman Brothers Bank, FSB collateralized by the
Crossroads Center and Eden Prairie Mall, respectively) and a $350 million
acquisition loan from a syndicate of commercial banks led by Dresdner Bank AG
and Bank of America, N.A.

         JP Realty owned or had an interest in 51 properties, which consisted of
eighteen (18) enclosed regional malls, twenty-six (26) anchored community
centers, one (1) free-standing retail property and six (6) mixed-use
commercial/business properties, containing an aggregate of over 15.2 million
square feet of Gross Leasable Area in 10 western states.




ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(a), (b) The requisite financial information with respect to the JP Realty
         acquisition will be filed under cover of Form 8-K/A as soon as
         practicable, and in any event not later than 60 days after the date by
         which this Form 8-K is required to be filed.

(c) Exhibits

See Exhibit Index attached hereto and incorporated herein by reference.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        GENERAL GROWTH PROPERTIES, INC.


                                        By:  /s/ Bernard Freibaum
                                            ------------------------------------
                                            Bernard Freibaum
                                            Executive Vice President and
                                            Chief Financial Officer

Date:  July 24, 2002




                                  EXHIBIT INDEX

EXHIBIT
NUMBER   NAME

2.1      Agreement and Plan of Merger among General Growth Properties, Inc., GGP
         Limited Partnership, GGP Acquisition, L.L.C., GGP Acquisition II,
         L.L.C., JP Realty, Inc., and Price Development Company, Limited
         Partnership, dated as of March 3, 2002. *

4.1      Certificate of Amendment and Restatement of Certificate of
         Designations, Preferences and Rights creating 8.95% Cumulative
         Redeemable Preferred Stock, Series B.

4.2      Certificate of Designations, Preferences and Rights of 8.5% Cumulative
         Convertible Preferred Stock, Series C.

4.3      Certificate of Designations, Preferences and Rights of 8.5% Cumulative
         Redeemable Preferred Stock, Series D.

4.4      Certificate of Designations, Preferences and Rights of 8.5% Cumulative
         Redeemable Preferred Stock, Series E.

4.5      Certificate of Designations, Preferences and Rights of 8.5% Cumulative
         Redeemable Preferred Stock, Series F.

4.6      Certificate of Correction of Certificate of Designations, Preferences
         and Rights of 8.95% Cumulative Redeemable Preferred Stock, Series G.

10.1     Voting Agreement, dated as of March 3, 2002. *

10.2     Joinder to Voting Agreement, dated as of June 14, 2002.

10.3     Third Amendment to Second Amended and Restated Agreement of GGP Limited
         Partnership, dated as of February 15, 2002.

10.4     Amendment to Second Amended and Restated Agreement of GGP Limited
         Partnership, dated as of April 24, 2002.

10.5     Fourth Amendment to Second Amended and Restated Agreement of GGP
         Limited Partnership, dated as of July 10, 2002.

10.6     Redemption Rights Agreement (Common Units), dated July 10, 2002, by and
         among GGP Limited Partnership, General Growth Properties, Inc. and the
         persons listed on the signature pages thereof.

10.7     Redemption Rights Agreement (Series B Preferred Units), dated July 10,
         2002, by and among GGP Limited Partnership, General Growth Properties,
         Inc. and the persons listed on the signature pages thereof.

*    Incorporated by reference to the Company's Report on Form 8-K dated
     March 3, 2002.

EX-4.1

                                                                     EXHIBIT 4.1

                    CERTIFICATE OF AMENDMENT AND RESTATEMENT

                                       OF

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.95% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES B

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF

                              THE STATE OF DELAWARE

         It is hereby certified that:

         1. The name of the corporation is General Growth Properties, Inc. (the
"Company");

         2. The Second Amended and Restated Certificate of Incorporation of the
Company was filed with the Delaware Secretary of State on May 25, 1995, and
amended and supplemented thereafter, including by a Certificate of Designations,
Preferences and Rights of 8.95% Cumulative Redeemable Preferred Stock, Series B
(the "Series B Certificate of Designations"), which was filed on May 25, 2000
with the Delaware Secretary of State and which authorized and fixed the terms of
the 8.95% Cumulative Redeemable Preferred Stock, Series B, of the Company (the
"Series B Preferred Stock") and the number of shares constituting the Series B
Preferred Stock;

         3.       No shares of Series B Preferred Stock have been issued; and

         4. Pursuant to the authority contained in Article IV of the Second
Amended and Restated Certificate of Incorporation of the Company, as amended and
supplemented, and in accordance with Section 151 of the General Corporation Law
of the State of Delaware (the "DGCL"), the Board of Directors of the Company
(the "Board") adopted the following resolutions amending and restating the
Series B Certificate of Designations:

         WHEREAS, the Board of Directors of the Company has previously adopted
resolutions authorizing and fixing the terms of the preferred stock of the
Company designated the "8.95% Cumulative Redeemable Preferred Stock, Series B"
and the number of shares constituting such preferred stock; and




         WHEREAS, it is the desire of the Board of Directors to amend and
restate the terms and provisions of such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that the terms and provisions of the
8.95% Cumulative Redeemable Preferred Stock, Series B are hereby amended and
restated to read in their entirety as follows:

 I.      Certain Definitions

         As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the
plural and vice versa), unless the context otherwise requires:

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

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.

         "Capital Stock" shall mean Common Stock or Preferred Stock. The term
"Capital Stock" shall not include convertible debt securities.

         "Common Stock" shall mean the common stock, par value $.10 per share,
of the Company.

         "Company" shall mean General Growth Properties, Inc., a Delaware
corporation.

         "Dividend Period" shall mean quarterly dividend periods commencing on
(and including) the fifteenth day of each January, April, July and October of
each year and ending on (and including) the day preceding the first day of the
next succeeding Dividend Period.

         "NYSE" shall mean the New York Stock Exchange.

         "GGPLP L.L.C." shall mean GGPLP L.L.C., a Delaware limited liability
company.

         "Ownership Limitations" shall mean the restrictions on transferability
and ownership described in Article IV of the Certificate of Incorporation,
specifically, that ownership of more than 7.5% of the value of the outstanding
shares of Capital Stock of the Company, including the Series B Preferred Stock,
is restricted.

         "Redemption Date" shall mean any date fixed for redemption of the
shares of Series B Preferred Stock by the Company.

         "Preferred Sock" shall mean the preferred stock, $100 par value per
share, of the Company.

                                       2


         "Series A Preferred Stock" shall mean the 7.25% Preferred Income Equity
Redeemable Stock, Series A of the Company.

         "Series B Preferred Stock" shall mean the 8.95% Cumulative Redeemable
Preferred Stock, Series B.

         "Series A Preferred Units" shall mean the 8.95% Series A Cumulative
Redeemable Preferred Units of membership interest in GGPLP L.L.C.

         "Transfer Agent" shall mean ChaseMellon Shareholder Services, L.L.C.,
the principal corporate trust office of which currently is located at 150 North
Wacker Drive, Suite 2120, Chicago, Illinois 60606, or such other agent or agents
of the Company as may be designated by the Board or its designee as the transfer
agent for the Series B Preferred Stock.

II.      Designation and Number of Shares

         A series of preferred stock, designated the "8.95% Cumulative
Redeemable Preferred Stock, Series B" (the "Series B Preferred Stock"), is
hereby established. The par value of the Series B Preferred Stock is $100 per
share, which is not a change in the par value per share of the Preferred Stock
as set forth in the Certificate of Incorporation. The liquidation preference per
share of the Series B Preferred Stock is $1,000. The authorized number of shares
of Series B Preferred Stock is 175,000. The Series B Preferred Stock shall not
have any relative, participating, optional or other special rights and powers
other than as set forth herein.

III.     Rank

         The Series B Preferred Stock, with respect to payment of dividends and
amounts upon voluntary or involuntary liquidation, dissolution or winding-up of
the Company, shall be deemed to rank:

         (a) senior to all classes or series of Common Stock and to all Capital
Stock of the Company other than (i) the Series A Preferred Stock, (ii) each
series of Preferred Stock referred to in Section III (c) and (iii) each other
series of Preferred Stock which provides by its express terms that it ranks on
parity with the Series B Preferred Stock with respect to payment of dividends or
amounts upon liquidation, dissolution or winding-up of the Company;

         (b) on a parity with the Series A Preferred Stock and each other series
of Preferred Stock issued by the Company which provides by its express terms
that it ranks on parity with the Series B Preferred Stock with respect to
payment of dividends or amounts upon liquidation, dissolution or winding-up of
the Company; and

         (c) junior to any class or series of Capital Stock that is issued by
the Company in accordance with Section IV(a).

                                       3


IV.      Voting

         (a) So long as any shares of Series B Preferred Stock remain
outstanding, the Company shall not, without the affirmative vote or consent of
the holders of at least fifty-one percent (51%) of the shares of Series B
Preferred Stock outstanding at the time, given in person or by proxy, either in
writing or at a meeting (such series voting separately as a class), (i)
authorize or create, or increase the authorized or issued amount of, any class
or series of shares of Capital Stock ranking senior to the Series B Preferred
Stock with respect to the payment of dividends or the distribution of assets
upon voluntary or involuntary liquidation, dissolution or winding-up of the
Company or reclassify any Common Stock into Capital Stock ranking senior to or
on parity with the Series B Preferred Stock with respect to the payment of
dividends or the distribution of assets upon voluntary or involuntary
liquidation, dissolution or winding-up of the Company, (ii) issue additional
shares of Series B Preferred Stock (other than those issued in exchange for
Series A Preferred Units pursuant to the operating agreement of GGPLP L.L.C.) or
(iii) amend, alter or repeal the provisions of the Certificate of Incorporation
or this Certificate of Designations, whether by merger, consolidation or
otherwise (an "Event"), so as to negate the provisions of clause (i) or (ii) of
this paragraph or materially and adversely affect any special right, preference,
privilege or voting power of the holders of Series B Preferred Stock; provided,
however, (A) with respect to the occurrence of any of the Events set forth in
clause (iii) of this paragraph, so long as shares of Series B Preferred Stock
remain outstanding with the terms thereof materially unchanged, taking into
account that, upon the occurrence of an Event, the Company may not be the
surviving entity, the occurrence of any such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
power of holders of the Series B Preferred Stock and (B) any increase in the
amount of the authorized Preferred Stock or any series of the Preferred Stock or
the creation or issuance of any other series of Preferred Stock, in each case
ranking on a parity with or junior to the Series B Preferred Stock with respect
to payment of dividends and the distribution of assets upon voluntary or
involuntary liquidation, dissolution or winding-up of the Company, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

         (b) Notwithstanding anything to the contrary contained herein, the
foregoing voting provisions shall not apply if, at or prior to the time when the
act with respect to which such vote would otherwise be required shall be
effected, all outstanding Series B Preferred Stock shall have been redeemed or
called for redemption upon proper notice and sufficient funds shall have been
deposited in trust to effect such redemption.

         (c) For purposes of the foregoing provisions of this Section IV, each
share of Series B Preferred Stock shall have one (1) vote per share. Except as
otherwise required by applicable law or as set forth herein, the shares of
Series B Preferred Stock shall not have any relative, participating, optional or
other voting rights and powers or the right to receive notice of meetings and
the consent of the holders thereof shall not be required for the taking of any
corporate action.

V.       Dividends.

         (a) The holders of shares of the Series B Preferred Stock shall be
entitled to receive, when, as and if declared by the Board, out of assets
legally available for the payment of dividends and subject to the right to
payment of holders of Capital Stock ranking senior to or on


                                       4


parity with the Series B Preferred Stock as to payment of dividends and amounts
upon liquidation, dissolution or winding-up of the Company, quarterly cumulative
cash dividends in an amount per share of Series B Preferred Stock equal to 8.95%
of the $1,000 liquidation preference thereof per annum (or $22.375 per quarter).
Dividends on the shares of the Series B Preferred Stock are cumulative and shall
accrue from and after the date of issuance thereof (the "Series B Initial
Issuance Date"), whether or not in any Dividend Period or Periods there shall be
funds of the Company legally available for the payment of such dividends.
Dividends on the shares of the Series B Preferred Stock shall be payable in
arrears quarterly when, as and if declared by the Board, on the fifteenth day of
each January, April, July and October or, if not a Business Day, the next
succeeding Business Day, beginning on the first such date following the Initial
Series B Issuance Date (each, a "Dividend Payment Date"). Each such dividend
shall be payable in arrears to holders of record of shares of the Series B
Preferred Stock, as such holders appear in the stock records of the Company at
the close of business on the applicable record date, which shall be the first
day of the calendar month in which the applicable Dividend Payment Date falls or
such other date designated by the Board for the payment of dividends that is not
more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a
"Dividend Record Date"). Accrued and unpaid dividends for any past Dividend
Periods may be declared and paid at any time, without reference to any Dividend
Payment Date, to holders of record on such date, not exceeding 45 days preceding
the payment date thereof, as may be fixed by the Board.

         (b) The amount of dividends payable per share of Series B Preferred
Stock for each full Dividend Period shall equal the quotient of 8.95% of the
$1,000 liquidation preference thereof divided by four (or $22.375). The amount
of dividends payable for the initial Dividend Period, or any other period
shorter or longer than a full Dividend Period, on the Series B Preferred Stock,
shall be prorated and computed on the basis of twelve 30-day months and a
360-day year. Holders of shares of Series B Preferred Stock shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of cumulative dividends, as provided in this Section V, on the Series B
Preferred Stock. Any dividend payment made on the Series B Preferred Stock shall
first be credited against the earliest accumulated but unpaid dividend due with
respect to such shares which remains payable. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series B Preferred Stock that may be in arrears.

         (c) Notwithstanding the foregoing, dividends on the Series B Preferred
Stock shall accumulate whether or not there are funds legally available for the
payment thereof and whether or not such distributions are authorized.

         (d) Except as provided in Section V(e) herein, so long as any shares of
Series B Preferred Stock are outstanding, no dividends (other than in Common
Stock or other Capital Stock of the Company ranking junior to the Series B
Preferred Stock as to payment of dividends and amounts upon liquidation,
dissolution or winding-up of the Company) shall be declared or paid or set apart
for payment upon the Common Stock or any other class or series of Capital Stock
of the Company ranking, as to payment of dividends or amounts distributable upon
liquidation, dissolution or winding-up of the Company, on a parity with or
junior to the Series B

                                       5


Preferred Stock, for any period nor shall any Common Stock or other Capital
Stock of the Company ranking junior to or on a parity with the Series B
Preferred Stock as to payment of dividends or amounts upon liquidation,
dissolution or winding-up of the Company, be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such Capital Stock) by the Company
(except by conversion into or exchange for other Capital Stock of the Company
ranking junior to the Series B Preferred Stock as to payment of dividends and
amounts upon liquidation, dissolution or winding-up of the Company or by
redemptions for the purpose of maintaining the Company's qualification as a real
estate investment trust ("REIT") for U.S. federal income tax purposes) unless
full cumulative dividends have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series B Preferred Stock for all Dividend Periods ending on or
prior to the dividend payment date for such other class or series of capital
stock or the date of such redemption, purchase or other acquisition, as the case
may be.

         (e) When dividends are not paid in full (or a sum sufficient for such
full payment is not set apart for such payment) upon the Series B Preferred
Stock and any other Capital Stock ranking on a parity as to payment of dividends
with the Series B Preferred Stock, all dividends declared upon the Series B
Preferred Stock and any other Capital Stock ranking on a parity as to payment of
dividends with the Series B Preferred Stock shall be declared pro rata so that
the amount of dividends declared per share of Series B Preferred Stock and such
other Capital Stock shall in all cases bear to each other the same ratio that
accumulated dividends per share on the Series B Preferred Stock and such other
Capital Stock (which shall not include any accumulation in respect of unpaid
dividends for prior dividend periods if such Capital Stock does not have a
cumulative dividend) bear to each other.

VI.      Liquidation Preference.

         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and subject to the rights of holders of
Capital Stock ranking senior to the Series B Preferred Stock as to the
distribution of assets upon the liquidation, dissolution or winding-up of the
Company, before any payment or distribution of the assets of the Company
(whether capital or surplus) shall be made to or set apart for the holders of
Common Stock or any other Capital Stock ranking junior to the Series B Preferred
Stock as to the distribution of assets upon the liquidation, dissolution or
winding-up of the Company, the holders of shares of the Series B Preferred Stock
shall be entitled to receive out of the assets of the Company available for
distribution to stockholders remaining after payment or provisions for payment
of all debts and other liabilities of the Company a liquidation preference of
$1,000 per share, plus an amount equal to all dividends (whether or not earned
or declared) accrued and unpaid thereon to the date of final distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any such voluntary or involuntary liquidation, dissolution or winding-up of
the Company, the assets of the Company, or proceeds thereof, distributable among
the holders of the shares of Series B Preferred Stock, are insufficient to pay
in full the preferential amount aforesaid on the shares of Series B Preferred
Stock and liquidating payments on any other shares of any class or series of
Capital Stock ranking, as to payment of amounts upon the liquidation,


                                       6


dissolution or winding-up of the Company, on a parity with the Series B
Preferred Stock, then such assets, or the proceeds thereof, shall be distributed
among the holders of shares of Series B Preferred Stock and any such other
parity stock ratably in accordance with the respective amounts that would be
payable on such shares of Series B Preferred Stock and such other stock if all
amounts payable thereon were paid in full. For the purposes of this Section VI,
none of (i) a consolidation or merger of the Company with or into another
entity, (ii) a merger of another entity with or into the Company, (iii) a
statutory share exchange by the Company or (iv) a sale, lease or conveyance of
all or substantially all of the Company's assets, properties or business shall
be deemed to be a liquidation, dissolution or winding-up of the Company.

         (b) Written notice of such liquidation, dissolution or winding-up of
the Company, 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 first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series B Preferred Stock at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Company.

         (c) After payment of the full amount of liquidating distributions to
which they are entitled, the holders of Series B Preferred Stock shall have no
right or claim to any of the remaining assets of the Company.

VII.     Redemption.

         (a) General. The shares of Series B Preferred Stock are not redeemable
prior to May 25, 2005. To ensure that the Company remains a qualified REIT for
U.S. federal income tax purposes, however, the Series B Preferred Stock shall be
subject to the provisions of Article IV of the Certificate of Incorporation
pursuant to which Series B Preferred Stock owned by a stockholder (i) in excess
of the Ownership Limit or the Existing Holder Limit or (ii) that would cause the
Company to become "closely held" within the meaning of Section 856(h) of the
Internal Revenue Code of 1986, as amended (the "Code") shall automatically be
transferred to a Trust (as defined in Article IV of the Certificate of
Incorporation) and the Company shall have the right to purchase such shares, as
provided in Article IV of the Certificate of Incorporation, notwithstanding the
first sentence of this paragraph (a).

         (b) Cash Redemption Right. On and after May 25, 2005, the Company, at
its option, upon giving notice as provided below, may redeem the Series B
Preferred Stock, in whole or from time to time in part, at the redemption price
per share of Series B Preferred Stock of $1,000, plus, in each case, all
dividends accumulated and unpaid on such Series B Preferred Stock to the date of
such redemption (the "Redemption Right").

         (c)      Limitations on Redemption.

                  (i) If fewer than all of the outstanding shares of Series B
Preferred Stock are to be redeemed pursuant to the Redemption Right, the shares
to be redeemed shall be determined pro rata or by lot. If such redemption is to
be by lot and, as a result of such redemption, (i) any holder of Series B
Preferred Stock would become a holder of a number of shares of Series B


                                       7


Preferred Stock in excess of the Ownership Limit or the Existing Holder Limit or
(ii) the Company would become "closely held" within the meaning of Section
856(h) of the Code because such holder's Series B Preferred Stock were not
redeemed, or were only redeemed in part, then, except as otherwise provided in
the Certificate of Incorporation, the Company will redeem the requisite number
of shares of Series B Preferred Stock of such holder such that the holder of
such shares (i) will not hold in excess of the Ownership Limit or the Existing
Holder Limit subsequent to such redemption or (ii) will not cause the Company to
become "closely held" within the meaning of Section 856(h) of the Code.

                  (ii) Notwithstanding anything to the contrary contained
herein, unless full cumulative dividends on all outstanding shares of Series B
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all Dividend Periods ending on or prior to the date of redemption or purchase,
no shares of Series B Preferred Stock shall be redeemed unless all outstanding
shares of Series B Preferred Stock are simultaneously redeemed; provided,
however, that the foregoing shall not prevent the purchase or acquisition of
Series B Preferred Stock pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of Series B Preferred Stock. In
addition, unless full cumulative dividends on all outstanding shares of Series B
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for payment thereof set apart for payment for all
past Dividend Periods, the Company shall not purchase or otherwise acquire
directly or indirectly any Series B Preferred Stock, or any shares of any class
or series of Capital Stock of the Company ranking, as to payment of dividends or
amounts distributable upon liquidation, dissolution or winding-up of the
Company, junior to or on a parity with the Series B Preferred Stock (except by
conversion into or exchange for Common Stock or other Capital Stock of the
Company ranking junior to or on a parity with the Series B Preferred Stock as to
payment of dividends or amounts upon liquidation, dissolution or winding-up of
the Company and except for redemptions for the purposes of maintaining the
Company's qualification as a REIT).

                  (iii) Immediately prior to any redemption of any Series B
Preferred Stock, the Company shall pay, in cash, any accumulated and unpaid
dividends with respect thereto through the Redemption Date, unless a Redemption
Date falls after a Dividend Record Date and on or prior to the corresponding
Dividend Payment Date, in which case each holder of shares of Series B Preferred
Stock at the close of business on such Dividend Record Date shall be entitled to
the dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares on or prior to such Dividend
Payment Date. Except as provided above, the Company will make no payment, or
allowance for unpaid dividends, whether or not in arrears, on Series B Preferred
Stock for which a notice of redemption has been given.

         (d)      Procedures for Redemption.

                  (i) Notice of redemption pursuant to the Redemption Right
shall be mailed, not less than 20 nor more than 60 days prior to the Redemption
Date, to each holder of record of shares of Series B Preferred Stock to be
redeemed, notifying such holder of the Company's election to redeem such shares.
Such notice shall be provided by first class mail, postage

                                       8


prepaid, at such holder's address as the same appears on the stock records of
the Company, or by publication in The Wall Street Journal or The New York Times,
or, if neither such newspaper is then being published, any other daily newspaper
of national circulation. If the Company elects to provide such notice by
publication, it shall also promptly mail notice of such redemption to holders of
the shares of Series B Preferred Stock to be redeemed. No failure to give such
notice or any defect thereto or in the mailing thereof, to any particular
holder, shall affect the sufficiency of notice or the validity of the
proceedings for the redemption of any shares of Series B Preferred Stock with
respect to any other holder.

                  (ii) In addition to any information required by law or by the
applicable rules of any exchange upon which the Series B Preferred Stock may be
listed or admitted to trading, such notice shall state, as appropriate: (i) the
Redemption Date, (ii) the cash redemption price per share of Series B Preferred
Stock, (iii) the number of shares of Series B Preferred Stock to be redeemed
from such holder (and, if fewer than all the shares of Series B Preferred Stock
are to be redeemed from such holder, the number of shares to be redeemed from
such holder), (iv) the place or places where certificates for shares of such
Series B Preferred Stock are to be surrendered for payment of the redemption
price in cash and (v) that dividends on the shares to be redeemed will cease to
accumulate on such Redemption Date.

                  (iii) On or after the Redemption Date, each holder of shares
of Series B Preferred Stock to be redeemed shall present and surrender the
certificates representing his Series B Preferred Stock to the Company at the
place designated in the notice of redemption and thereupon the redemption price
of such shares shall be paid to or on the order of the person whose name appears
on such certificate representing shares of Series B Preferred Stock as the owner
thereof and each surrendered certificate shall be canceled. If fewer than all
the shares represented by any such certificate representing shares of Series B
Preferred Stock are to be redeemed, a new certificate shall be issued
representing the unredeemed shares.

                  (iv) From and after the Redemption Date (unless the Company
fails to make available an amount in cash necessary to effect such redemption),
all dividends on the Series B Preferred Stock designated for redemption in such
notice shall cease to accumulate and all rights of the holders thereof, except
the right to receive the redemption price (including all accumulated and unpaid
dividends up to the Redemption Date), shall cease and terminate and such shares
shall not thereafter be transferred (except with the consent of the Company) on
the Company's books, all rights of the holders of shares of the Series B
Preferred Stock shall cease (except the right to receive the cash payable upon
such redemption) and such shares shall not be deemed to be outstanding for any
purpose whatsoever.

         The Company's obligation to provide cash in accordance with this
Section VII shall be deemed fulfilled if, on or before the Redemption Date, the
Company elects to deposit the cash necessary for redemption of the shares of
Series B Preferred Stock so called with a bank or trust company that has, or is
an affiliate of a bank or trust company that has, a capital and surplus of at
least $50,000,000, in trust, with irrevocable instructions that such cash be
applied to the redemption of the shares of Series B Preferred Stock so called
for redemption. No interest shall accrue for the benefit of the holders of


                                       9


Series B Preferred Stock to be redeemed on any cash so set aside by the Company.
Any such cash unclaimed at the end of two years from the Redemption Date shall
revert to the general funds of the Company. If the Company elects to deposit the
cash necessary for redemption with a bank or trust company, in accordance with
this subsection (d)(iv), the redemption notice to holders of the shares of
Series B Preferred Stock to be redeemed shall (i) state the date of such
deposit, (ii) specify the office of such bank or trust company as the place of
redemption and (iii) require such holders to surrender the certificates
representing such shares at such place on or about the date fixed in such
redemption notice (which may not be later than the Redemption Date) against
payment of the redemption price (including all accumulated and unpaid dividends
to the Redemption Date).

         (e) Status of Redeemed Shares of Series B Preferred Stock. Subject to
the provisions of Section III, any shares of Series B Preferred Stock that shall
at any time have been redeemed shall, after such redemption, have the status of
authorized but unissued Preferred Stock, without designation as to series until
such shares are once more designated as part of a particular series by the
Board.

VIII.    Ownership Limitations.

         The shares of Series B Preferred Stock are subject to the restrictions
on transferability and ownership provisions described in Article IV of the
Certificate of Incorporation. The ownership limit as described in Article IV of
the Certificate of Incorporation (the "Ownership Limit") shall mean that
ownership of more than 7.5% of the value of the outstanding shares of Capital
Stock of the Company, including the Series B Preferred Stock, is restricted in
order to preserve the Company's status as a REIT for U.S. federal income tax
purposes. Subject to certain limitations described in Article IV of the
Certificate of Incorporation, the Board may modify the Ownership Limit, though
the Ownership Limit may not be increased by the Board to more than 9.8%. In
addition, Article IV of the Certificate of Incorporation limits the ownership of
"Existing Holders" (the "Existing Holder Limit") and also limits transfers that
would cause the Company to become "closely held" within the meaning of Section
856(h) of the Code. Notwithstanding anything to the contrary contained herein,
the provisions hereof shall not limit or prohibit the purchase by the Company of
shares of any class or series of Capital Stock pursuant to Article IV of the
Certificate of Incorporation.

         5. The aforesaid Certificate of Amendment and Restatement of
Certificate of Designations, Preferences and Rights was duly adopted in
accordance with the provisions of Section 151 of the General Corporate Law of
the State of Delaware.


                                       10



         IN WITNESS WHEREOF, General Growth Properties, Inc. has caused this
Certificate of Amendment and Restatement of Certificate of Designations,
Preferences and Rights to be executed by its duly authorized Executive Vice
President this 8th day of May, 2002.


                                     GENERAL GROWTH PROPERTIES, INC.



                                     By: /s/ Bernard Freibaum
                                         ---------------------------------------
                                         Bernard Freibaum,
                                         Executive Vice President


                                       11

EX-4.2

                                                                     EXHIBIT 4.2

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.5% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.


 PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


         General Growth Properties, Inc., a Delaware corporation (the
"Company"), hereby certifies that the following resolution creating a series of
its preferred stock, par value $100 per share, liquidation preference $1,000 per
share, designated as the 8.5% Cumulative Convertible Preferred Stock, Series C,
has been adopted by the Board of Directors of the Corporation (the "Board") on
June 28, 2002 pursuant to the authority contained in Article IV of its Second
Amended and Restated Certificate of Incorporation, as amended (the "Certificate
of Incorporation"), and in accordance with Section 151 of the General
Corporation Law of the State of Delaware (the "DGCL") and by the Preferred Stock
Pricing Committee of the Board on July 9, 2002 pursuant to the authority
conferred upon such Committee by the Board in accordance with Section 141(c) of
the DGCL.

         WHEREAS, the Board of Directors of the Company is authorized, within
the limitations and restrictions stated in its Certificate of Incorporation, to
provide for the issuance of preferred stock in series and to establish the
number of shares to be included in such series and to fix the designation,
powers, preferences and rights of the shares of such series and the
qualifications, limitations and restrictions thereof; and

         WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of the preferred stock to
be designated the "8.5% Cumulative Convertible Preferred Stock, Series C" and
the number of shares constituting such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
8.5% Cumulative Convertible Preferred Stock, Series C on the terms and with the
provisions herein set forth:

I.       Certain Definitions

         As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the
plural and vice versa), unless the context otherwise requires:

         "Capital Stock" shall mean Common Stock or Preferred Stock. The term
"Capital Stock" shall not include convertible debt securities.

         "Common Stock" shall mean the common stock, par value $.10 per share,
of the Company.



         "Dividend Payment Date" shall mean, with respect to any Dividend
Period, the payment date for the dividend declared by the Company on its shares
of Common Stock for such Dividend Period or, if no such payment date is
established, the last business day of such Dividend Period.

         "Dividend Period" shall mean the quarterly period that is then the
dividend period with respect to the Common Stock or, if no such dividend period
is established, the calendar quarter shall be the Dividend Period; provided that
the initial dividend period with respect to any share of Series C Preferred
Stock shall commence on the date of issuance thereof and end on and include the
last day of the then current quarterly period that is then the dividend period
with respect to the Common Stock and the dividend period in which the final
liquidation payment is made shall commence on the first day following the
immediately preceding Dividend Period and end on the date of such final
liquidation payment).

         "Fair Market Value" shall mean the average of the daily Closing Price
during the five consecutive Trading Days selected by the Company commencing not
more than 20 Trading Days before, and ending not later than, the day in question
with respect to the issuance or distribution requiring such computation.

         "Fifteenth Anniversary Date" shall mean July 10, 2017.

         "Ownership Limitations" shall mean the restrictions on transferability
and ownership described in Article IV of the Certificate of Incorporation,
specifically, that ownership of more than 7.5% of the value of the outstanding
shares of Capital Stock of the Company, including the Series C Preferred Stock,
is restricted.

         "Preferred Stock" shall mean the preferred stock, par value $100 per
share, of the Company.

         "Series A Preferred Stock" shall mean the Preferred Stock designated as
7.25% Preferred Income Equity Redeemable Stock, Series A.

         "Series B Preferred Stock" shall mean the Preferred Stock designated as
8.95% Cumulative Redeemable Preferred Stock, Series B.

         "Series G Preferred Stock" shall mean the Preferred Stock designated as
8.95% Cumulative Redeemable Preferred Stock, Series G.

         "Series B Preferred Units" shall mean the 8.5% Series B Cumulative
Convertible Preferred Units of limited partnership in GGP Limited Partnership, a
Delaware limited partnership.

         Capitalized terms used herein without definition shall have the
meanings set forth in the Certificate of Incorporation.

II.      Designation and Number of Shares

         A series of Preferred Stock, designated the "8.5% Cumulative
Convertible Preferred Stock, Series C" (the "Series C Preferred Stock"), is
hereby established. The par value of the Series C Preferred Stock is $100 per
share, which is not a change in the par value of the shares of Preferred

                                       2


Stock as set forth in the Certificate of Incorporation. The authorized number of
shares of Series C Preferred Stock shall be 71,320.

III.     Rank

         The Series C Preferred Stock, with respect to payment of dividends and
amounts upon voluntary or involuntary liquidation, dissolution or winding-up of
the Company, shall be deemed to rank:

         (a) senior to all classes or series of Common Stock and to all Capital
Stock of the Company the terms of which provide that such Capital Stock shall
rank junior to the Series C Preferred Stock;

         (b) on a parity with the Series A Preferred Stock, the Series B
Preferred Stock, the Series G Preferred Stock and each other series of Preferred
Stock issued by the Company which does not provide by its express terms that it
ranks junior in right of payment to the Series C Preferred Stock with respect to
payment of dividends or amounts upon liquidation, dissolution or winding-up; and

         (c) junior to any class or series of Capital Stock issued by the
Company that ranks senior to the Series C Preferred Stock in accordance with
Section IV(d).

IV.      Voting

         (a) Holders of shares of the Series C Preferred Stock shall not have
any voting rights, except as provided by applicable law and as described below
in this Section IV.

         (b) If and whenever six quarterly dividends on the Series C Preferred
Stock, whether or not earned or declared, shall be in arrears (which shall, with
respect to any such quarterly dividend, mean that any such dividend has not been
paid in full) (a "Preferred Dividend Default"), the number of directors then
constituting the Board shall be increased by two and the holders of shares of
the Series C Preferred Stock (voting separately as a single class (regardless of
series) with all other Capital Stock of the Company upon which like voting
rights have been conferred and are exercisable ("Parity Preferred Stock")) shall
be entitled to elect two additional directors (the "Preferred Stock Directors")
to serve on the Board at any annual meeting of stockholders or special meeting
held in place thereof, or at a special meeting of the holders of the Series C
Preferred Stock and the Parity Preferred Stock called as hereinafter provided.
Whenever all arrears in dividends on the Series C Preferred Stock and the Parity
Preferred Stock then outstanding shall have been paid and dividends thereon for
the current Dividend Period shall have been paid or declared and set apart for
payment, then the right of the holders of the Series C Preferred Stock and the
Parity Preferred Stock to elect such additional two directors shall cease (but
subject always to the same provisions for the vesting of such voting rights in
the case of any similar future arrearages in six quarterly dividends), and the
terms of office of all persons elected as directors by the holders of the Series
C Preferred Stock and the Parity Preferred Stock shall forthwith terminate and
the number of the Board shall be reduced accordingly. At any time after such
voting power shall have been so vested in the holders of shares of Series C
Preferred Stock and Parity Preferred Stock, the secretary of the Corporation
may, and upon the written request of any holder of Series C Preferred Stock
(addressed to the secretary at the principal office of the Corporation) shall,
call a special meeting of the holders of the Series C Preferred Stock and of the
Parity Preferred Stock for the election of the two directors to be elected by
them as herein provided, such call to be made by notice similar to

                                       3


that provided in the By-Laws of the Corporation for a special meeting of the
stockholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the secretary within 20 days
after receipt of any such request, then any holder of shares of Series C
Preferred Stock may call such meeting, upon the notice above provided, and for
that purpose shall have access to the stock books of the Corporation. The
directors elected at any such special meeting shall hold office until the next
annual meeting of the stockholders or special meeting held in lieu thereof if
such office shall not have previously terminated as above provided.

         (c) So long as a Preferred Dividend Default shall continue, any vacancy
in the office of a Preferred Stock Director may be filled by written consent of
the Preferred Stock Director remaining in office, or if there is no such
remaining director, by the holders of a majority of the votes of the outstanding
Series C Preferred Stock and the other series of Parity Preferred Stock voting
as a single class. Any Preferred Stock Director may be removed only for cause
and only by the holders of record of seventy-five percent (75%) of the votes of
the outstanding shares of Series C Preferred Stock voting separately as a class
with all other series of Parity Preferred Stock. The Preferred Stock Directors
shall each be entitled to one vote per director on any matter.

         (d) So long as any shares of Series C Preferred Stock remain
outstanding, the Company shall not, without the affirmative vote or consent of
the holders of at least a majority of the shares of Series C Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (such series voting separately as a class), (i) authorize, create or
issue, or increase the authorized or issued amount of, any class or series of
shares of Capital Stock ranking prior to the Series C Preferred Stock with
respect to the payment of dividends or the distribution of assets upon voluntary
or involuntary liquidation, dissolution or winding-up of the Company or
reclassify any authorized shares of Capital Stock of the Company into such
Capital Stock, or create, authorize or issue any obligation or security
convertible or exchangeable into or evidencing the right to purchase any such
Capital Stock; or (ii) amend, alter or repeal the provisions of the Certificate
of Incorporation or this Certificate of Designations, whether by merger or
consolidation or otherwise (an "Event"), so as to materially and adversely
affect any right, preference, privilege or voting power of the Series C
Preferred Stock or the holders thereof. Notwithstanding anything to the contrary
contained herein, none of the following shall be deemed to materially and
adversely affect any such right, preference, privilege or voting power or
otherwise require the vote or consent of the holders of shares of Series C
Preferred Stock: (X) the occurrence of any Event so long as either (1) the
Company is the surviving entity and the Series C Preferred Stock remains
outstanding with the terms thereof materially unchanged or (2) interests in an
entity having substantially the same rights and terms as the Series C Preferred
Stock are substituted for the Series C Preferred Stock, (Y) any increase in the
amount of the authorized Preferred Stock or Common Stock or the creation or
issuance of any other series of Preferred Stock or Common Stock or any increase
in the amount of authorized or issued Common Stock, Series C Preferred Stock or
any other series of Preferred Stock, in each case ranking on a parity with or
junior to the Series C Preferred Stock with respect to payment of dividends and
the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding-up of the Company, and (Z) the dissolution, liquidation
and/or winding up of the Company.

         (e) For purposes of the foregoing provisions of this Section IV, each
share of Series C Preferred Stock shall have one (1) vote per share, except that
when any other series of preferred stock shall have the right to vote with the
Series C Preferred Stock as a single class on any matter,

                                       4


then the Series C Preferred Stock and such other series shall have with respect
to such matters one (1) vote per $25.00 of stated liquidation preference. Except
as otherwise required by applicable law or as set forth herein, the shares of
Series C Preferred Stock shall not have any voting rights or powers and the
consent of the holders thereof shall not be required for the taking of any
corporate action.

V.       Dividends

         (a) With respect to each Dividend Period and subject to the rights of
the holders of shares of Preferred Stock ranking senior to or on parity with the
Series C Preferred Stock, the holders of shares of Series C Preferred Stock
shall be entitled to receive, when, as and if declared by the Board, out of
assets of the Company legally available for the payment of dividends, quarterly
cumulative cash dividends in an amount per share of Series C Preferred Stock
equal to the greater of (i) $21.25 and (ii) the amount of the regular quarterly
cash dividends for such Dividend Period upon the number of shares of Common
Stock (or portion thereof) into which such Series C Preferred Stock is then
convertible in accordance with Section VII hereof (but, with respect to any
Dividend Period ending after the Fifteenth Anniversary Date, no amount shall be
paid in respect of clause (ii) of this paragraph in respect of the portion of
such Dividend Period occurring after the Fifteenth Anniversary Date).
Notwithstanding anything to the contrary contained herein, the amount of
dividends described under each of clause (i) and (ii) of this paragraph for the
initial Dividend Period, or any other period shorter than a full Dividend
Period, shall be prorated and computed on the basis of twelve 30-day months and
a 360-day year. The dividends on the Series C Preferred Stock for each Dividend
Period shall, if and to the extent declared or authorized by the Board, be paid
in arrears (without interest or other amount) on the Dividend Payment Date with
respect thereto, and, if not paid on such date, shall accumulate, whether or not
there are funds legally available for the payment thereof and whether or not
such dividends are declared or authorized. The record date for dividends to the
holders of shares of Series C Preferred Stock for any Dividend Period shall be
the same as the record date for the dividends to the holders of shares of Common
Stock for such Dividend Period (or, if no such record is set for the Common
Stock, the fifteenth day of the calendar month in which the applicable Dividend
Payment Date falls). Accrued and unpaid dividends for any past Dividend Periods
may be declared and paid at any time, without reference to any Dividend Payment
Date, to holders of record on such date, not exceeding 45 days preceding the
payment date thereof, as may be fixed by the Board. Any dividend payment made on
the shares of Series C Preferred Stock shall first be credited against the
earliest accumulated but unpaid dividend due with respect to such shares which
remains payable. No interest, or sum of money in lieu of interest, shall be
owing or payable in respect of any dividend payment or payments on the Series C
Preferred Stock, whether or not in arrears.

         (b) No dividend on the Series C Preferred Stock shall be declared by
the Board or paid or set apart for payment by the Company at such time as the
terms and provisions of any agreement of the Company, including any agreement
relating to its indebtedness, prohibits such declaration, payment or setting
apart for payment or provides that such declaration, payment or setting apart
for payment would constitute a breach thereof, or a default thereunder, or if
such declaration or payment shall be restricted or prohibited by law.
Notwithstanding the foregoing, dividends on the Series C Preferred Stock shall
accumulate whether or not any of the foregoing restrictions exist

                                       5


         (c) Except as provided in subsection V(d) herein, so long as any shares
of Series C Preferred Stock are outstanding, (i) no dividends (other than in
Common Stock or other Capital Stock of the Company ranking junior to the Series
C Preferred Stock as to payment of dividends and amounts upon liquidation,
dissolution or winding-up of the Company) shall be declared or paid or set apart
for payment upon the Common Stock or any other class or series of Capital Stock
of the Company ranking, as to payment of dividends or amounts distributable upon
liquidation, dissolution or winding-up of the Company, on a parity with or
junior to the Series C Preferred Stock, for any period and (ii) no Common Stock
or other Capital Stock of the Company ranking junior to or on a parity with the
Series C Preferred Stock as to payment of dividends or amounts upon liquidation,
dissolution or winding-up of the Company, shall be redeemed, purchased or
otherwise acquired for any consideration (or any monies be paid to or made
available for a sinking fund for the redemption of any such Capital Stock) by
the Company (except by conversion into or exchange for other Capital Stock of
the Company ranking junior to the Series C Preferred Stock as to payment of
dividends and amounts upon liquidation, dissolution or winding-up of the Company
or by redemptions for the purpose of maintaining the Company's qualification as
a real estate investment trust ("REIT") for U.S. federal income tax purposes)
unless, in the case of either clause (i) or (ii), full cumulative dividends have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for such payment on the Series C Preferred
Stock for all Dividend Periods ending on or prior to the dividend payment date
for the Common Stock or such other class or series of Capital Stock or the date
of such redemption, purchase or other acquisition.

         (d) When dividends are not paid in full (or a sum sufficient for such
full payment is not set apart for such payment) upon the Series C Preferred
Stock and any other Capital Stock ranking on a parity as to payment of dividends
with the Series C Preferred Stock, all dividends declared upon the Series C
Preferred Stock and any other Capital Stock ranking on a parity as to payment of
dividends with the Series C Preferred Stock shall be declared pro rata so that
the amount of dividends declared per share of Series C Preferred Stock and such
other Capital Stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series C Preferred Stock and such other
Capital Stock (which shall not include any accumulation in respect of unpaid
dividends for prior dividend periods if such Capital Stock does not have a
cumulative dividend) bear to each other.

         (e) The holders of the shares of Series C Preferred Stock shall not be
entitled to any dividends in excess of full cumulative dividends as described in
V(a) above.

VI.      Liquidation Preference

         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, before any payment or distribution of
the assets of the Company (whether capital or surplus) shall be made to or set
apart for the holders of Common Stock or any other Capital Stock ranking junior
to the Series C Preferred Stock as to the distribution of assets upon the
liquidation, dissolution or winding-up of the Company, the holders of shares of
the Series C Preferred Stock shall, with respect to each such share, be entitled
to receive, out of the assets of the Company available for distribution to
stockholders after payment or provision for payment of all debts and other
liabilities of the Company, an amount equal to the greater of (i) $1,000.00,
plus an amount equal to all dividends (whether or not earned or declared)
accrued and unpaid thereon to the date of

                                       6


final distribution and (ii) the amount that a holder of such share of Series C
Preferred Stock would have received upon final distribution in respect of the
number of shares of Common Stock into which such share of Series C Preferred
Stock was convertible immediately prior to such date of final distribution (but
no amount shall be paid in respect of the foregoing clause (ii) after the
Fifteenth Anniversary Date). If, upon any such voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the assets of the
Company, or proceeds thereof, distributable among the holders of the shares of
Series C Preferred Stock, are insufficient to pay in full the preferential
amount aforesaid on the shares of Series C Preferred Stock and liquidating
payments on any other shares of any class or series of Capital Stock ranking, as
to payment of dividends and amounts upon the liquidation, dissolution or
winding-up of the Company, on a parity with the Series C Preferred Stock, then
such assets, or the proceeds thereof, shall be distributed among the holders of
shares of Series C Preferred Stock and any such other parity stock ratably in
accordance with the respective amounts that would be payable on such shares of
Series C Preferred Stock and such other stock if all amounts payable thereon
were paid in full. For the purposes of this Section VI, none of (i) a
consolidation or merger of the Company with or into another entity, (ii) a
merger of another entity with or into the Company, (iii) a statutory share
exchange by the Company or (iv) a sale, lease or conveyance of all or
substantially all of the Company's assets, properties or business shall be
deemed to be a liquidation, dissolution or winding-up of the Company.

         (b) Written notice of such liquidation, dissolution or winding-up of
the Company, 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 first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series C Preferred Stock at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Company.

         (c) After payment of the full amount of liquidating distributions to
which they are entitled, the holders of shares of Series C Preferred Stock shall
have no right or claim to any of the remaining assets of the Company.

VII.     Conversion. Holders of shares of Series C Preferred Stock shall have
the right to convert all or a portion of such shares into shares of Common
Stock, as follows:

         (a) A holder of shares of Series C Preferred Stock shall have the
right, at such holder's option, at any time (subject to the proviso contained in
the immediately succeeding sentence), to convert any whole number of shares of
Series C Preferred Stock, in whole or in part, into shares of Common Stock. Each
share of Series C Preferred Stock shall be convertible into the number of shares
of Common Stock determined by dividing (i) the $1,000 face amount per each share
of Series C Preferred Stock plus an amount equal to all dividends (whether or
not earned or declared) accrued and unpaid thereon to the end of the last
Dividend Period ending prior to the conversion (but without duplication of the
dividends, if any, which the holder of such share of Series C Preferred Stock is
entitled to receive for such last Dividend Period pursuant to the third
paragraph of Section VII (b) hereof or in respect of the shares of Common Stock
into which such Series C Preferred Stock is converted) by (ii) a conversion
price of $50 per share of Common Stock (equivalent to an initial anticipated
conversion rate of 20 shares of Common Stock for each share of Series C
Preferred Stock), subject to adjustment as described in Section VII(c) hereof
(the "Conversion Price"); provided, however, that the right to convert shares of
Series C Preferred Stock

                                       7


may not be exercised after the Fifteenth Anniversary Date. No fractional shares
of Common Stock will be issued upon any conversion of shares of Series C
Preferred Stock. Instead, the number of shares of Common Stock to be issued upon
each conversion shall be rounded to the nearest whole number of shares of Common
Stock.

         (b) To exercise the conversion right, the holder of each share of
Preferred Stock to be converted shall surrender the certificate representing
such share, duly endorsed or assigned to the Company or in blank, at the
principal office of the Company accompanied by a written notice to the Company
(the "Conversion Notice") indicating that the holder thereof elects to convert
such share of Series C Preferred Stock. Unless the shares issuable on conversion
are to be issued in the same name as the name in which such share of Series C
Preferred Stock is registered, each share of Series C Preferred Stock
surrendered for conversion shall be accompanied by instruments of transfer, in
form reasonably satisfactory to the Company, duly executed by the holder or such
holder's duly authorized attorney and an amount sufficient to pay any transfer
or similar tax (or evidence reasonably satisfactory to the Company demonstrating
that such taxes have been paid).

         As promptly as practicable after the surrender of certificates for
shares of Series C Preferred Stock and delivery of the Conversion Notice as
aforesaid, the Company shall issue and shall deliver at such office to such
holder, or on the holder's written order, a certificate or certificates for the
number of shares of Common Stock issuable upon the conversion of such shares of
Series C Preferred Stock in accordance with the provisions of this Section VII.
In addition, the Company shall issue and deliver to such holder a certificate or
certificates evidencing any shares of Series C Preferred Stock that were
evidenced by the certificate or certificates delivered to the Company in
connection with such conversion but that were not converted.

         A holder of shares of Series C Preferred Stock at the close of business
on the record date for any Dividend Period shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the conversion of such shares of Series C Preferred Stock
following such record date and prior to such Dividend Payment Date and shall
have no right to receive any dividend for such Dividend Period in respect of the
shares of Common Stock into which such shares of Series C Preferred Stock were
converted. Except as provided herein, the Company shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on converted shares
of Series C Preferred Stock or for dividends on the shares of Common Stock that
are issued upon such conversion.

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for shares of
Series C Preferred Stock shall have been surrendered and the Conversion Notice
is received by the Company as aforesaid, and the person or persons in whose name
or names any shares of Common Stock shall be issuable upon such conversion shall
be deemed to have become the holder or holders of record of such shares at such
time on such date, and such conversion shall be at the Conversion Price in
effect at such time and on such date unless the transfer books of the Company
shall be closed on that date, in which event such person or persons shall be
deemed to have become such holder or holders of record at the close of business
on the next succeeding day on which such transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date on which such
shares have been surrendered and such notice received by the Company.

                                       8


         (c) The Conversion Price shall be adjusted from time to time as
follows:

             (i) If the Company shall, after the date on which any shares of
Series C Preferred Stock are first issued (the "Issue Date"), (A) pay or make a
dividend to holders of its Common Stock in Common Stock, (B) subdivide its
outstanding Common Stock into a greater number of shares of Common Stock or (C)
combine its outstanding Common Stock into a smaller number of shares of Common
Stock, the Conversion Price in effect at the opening of business on the day
following the date fixed for the determination of holders entitled to receive
such dividend or at the opening of business on the day next following the day on
which such subdivision, combination or reclassification becomes effective, as
the case may be, shall be adjusted so that the holder of any share of Series C
Preferred Stock thereafter surrendered for conversion shall be entitled to
receive the number of shares of Common Stock that such holder would have owned
or have been entitled to receive after the happening of any of the events
described above had such share of Series C Preferred Stock been converted
immediately prior to the record date in the case of a dividend or the effective
date in the case of a subdivision, combination or reclassification. An
adjustment made pursuant to this subsection (i) shall become effective
immediately after the opening of business on the day next following the record
date (except as provided in subsection (g) below) in the case of a dividend and
shall become effective immediately after the opening of business on the day next
following the effective date in the case of a subdivision, combination or
reclassification.

             (ii) If the Company shall issue after the Issue Date rights,
options or warrants to all holders of shares of Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
or exchangeable for shares of Common Stock) at a price per share less than the
Fair Market Value per share of Common Stock on the record date for the
determination of holders of shares of Common Stock entitled to receive such
rights, options or warrants, then the Conversion Price in effect at the opening
of business on the day next following such record date shall be adjusted to
equal the price determined by multiplying (I) the Conversion Price in effect
immediately prior to the opening of business on the day following the date fixed
for such determination by (II) a fraction, the numerator of which shall be the
sum of (A) the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination and (B) the number of shares
of Common Stock that the aggregate proceeds to the Company from the exercise of
such rights, options or warrants for shares of Common Stock would purchase at
such Fair Market Value, and the denominator of which shall be the sum of (A) the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination and (B) the number of additional shares of
Common Stock offered for subscription or purchase pursuant to such rights,
options or warrants. Such adjustment shall become effective immediately after
the opening of business on the day next following such record date (except as
provided in subsection (g) below). In determining whether any rights, options or
warrants entitle the holders of shares of Common Stock to subscribe for or
purchase shares of Common Stock at less than the Fair Market Value, there shall
be taken into account any consideration received by the Company upon issuance
and upon exercise of such rights, options or warrants, the value of such
consideration, if other than cash, to be determined in good faith by the Board
of the Company.

             (iii) If the Company shall distribute after the Issue Date to all
holders of shares of Common Stock any other securities or evidences of its
indebtedness or assets (excluding those rights, options and warrants referred to
in and treated under subsection (ii) above, and excluding

                                       9


dividends paid exclusively in cash) (any of the foregoing being hereinafter in
this subsection (iii) called the "Securities"), then in each case the Conversion
Price shall be adjusted so that it shall equal the price determined by
multiplying (I) the Conversion Price in effect immediately prior to the close of
business on the date fixed for the determination of holders of shares of Common
Stock entitled to receive such dividend by (II) a fraction, the numerator of
which shall be the Fair Market Value per share of Common Stock on the record
date mentioned below less the then fair market value (as determined in good
faith by the Board of the Company) of the portion of the Securities so
distributed applicable to one share of Common Stock, and the denominator of
which shall be the Fair Market Value per share of Common Stock on the record
date mentioned below. Such adjustment shall become effective immediately at the
opening of business on the business day next following (except as provided in
subsection (g) below) the record date for the determination of holders of shares
of Common Stock entitled to receive such distribution. For the purposes of this
subsection (iii), a dividend in the form of a Security, which is distributed not
only to the holders of the shares of Common Stock on the date fixed for the
determination of holders of shares of Common Stock entitled to such distribution
of such Security, but also is distributed with each share of Common Stock
delivered to a person converting a share of Series C Preferred Stock after such
determination date, shall not require an adjustment of the Conversion Price
pursuant to this subsection (iii); provided that on the date, if any, on which a
person converting a share of Series C Preferred Stock would no longer be
entitled to receive such Security with a share of Common Stock, a distribution
of such Securities shall be deemed to have occurred, and the Conversion Price
shall be adjusted as provided in this subsection (iii) (and such day shall be
deemed to be "the date fixed for the determination of the holders of shares of
Common Stock entitled to receive such dividend" and "the record date" within the
meaning of the two preceding sentences).

             (iv) No adjustment in the Conversion Price shall be required unless
such adjustment would require a cumulative increase or decrease of at least 1%
in such price; provided, however, that any adjustments that by reason of this
subsection (iv) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment until made; and provided, further,
that any adjustment shall be required and made in accordance with the provisions
of this Section VII (other than this subsection (iv)) not later than such time
as may be required in order to preserve the tax-free nature of a dividend to the
holders of shares of Common Stock. Notwithstanding any other provisions of this
Section VII, the Company shall not be required to make any adjustment to the
Conversion Price for the issuance of any Common Stock pursuant to any plan
providing for the reinvestment of dividends or interest payable on securities of
the Company and the investment of additional optional amounts in Common Stock
under such plan. All calculations under this Section VII shall be made to the
nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of a
share (with .05 of a share being rounded upward), as the case may be. Anything
in this subsection (c) to the contrary notwithstanding, the Company shall be
entitled, to the extent permitted by law, to make such reductions in the
Conversion Price, in addition to those required by this subsection (c), as it in
its discretion shall determine to be advisable in order that any Capital Stock
dividend, subdivision of Capital Stock, reclassification or combination of
Capital Stock, distribution of rights, options or warrants to purchase Capital
Stock or securities, or a distribution consisting of other assets (other than
cash distributions) hereafter made by the Company to its holders of Capital
Stock shall not be taxable but any such adjustment shall not adversely affect
the value of the Series C Preferred Stock.

                                       10


         (d) If the Company shall be a party to any transaction (including,
without limitation, a merger, consolidation, statutory share exchange, self
tender offer for all or substantially all of the shares of Common Stock, sale of
all or substantially all of the Company's assets or recapitalization of the
Common Stock and excluding any transaction as to which subsection (c)(i) of this
Section VII applies) (each of the foregoing being referred to herein as a
"Transaction"), in each case as a result of which shares of Common Stock shall
be converted into the right to receive shares, stock, securities or other
property (including cash or any combination thereof), each share of Series C
Preferred Stock which is not converted into the right to receive shares, stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares, stock, securities
and other property (including cash or any combination thereof) receivable upon
the consummation of such Transaction by a holder of that number of shares of
Common Stock into which one share of Series C Preferred Stock was convertible
immediately prior to such Transaction, assuming such holder of Common Stock is
not a Person with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or transfer was
made, as the case may be (a "Constituent Person"), or an affiliate of a
Constituent Person. The Company shall not be a party to any Transaction unless
the terms of such Transaction are consistent with the provisions of this
subsection (d), and it shall not consent or agree to the occurrence of any
Transaction until the Company has entered into an agreement with the successor
or purchasing entity, as the case may be, for the benefit of the holders of the
shares of Series C Preferred Stock that will contain provisions enabling the
holders of shares of Series C Preferred Stock that remain outstanding after such
Transaction to convert into the consideration received by holders of shares of
Common Stock at the Conversion Price in effect immediately prior to such
Transaction (with the holder having the option to elect the type of
consideration if a choice is offered in the Transaction). The provisions of this
subsection (d) shall similarly apply to successive Transactions.

         (e) If:

             (i) the Company shall declare a dividend on the shares of Common
Stock (other than a cash dividend) or there shall be a reclassification,
subdivision or combination of Common Stock; or

             (ii) the Company shall authorize the granting to the holders of the
shares of Common Stock of rights, options or warrants to subscribe for or
purchase any Capital Stock of any class or any other rights, options or
warrants; or

             (iii) there shall be any reclassification of the shares of Common
Stock or any consolidation or merger to which the Company is a party and for
which approval of any stockholders of the Company is required, or a statutory
share exchange involving the conversion or exchange of shares of Common Stock
into securities or other property, or a self tender offer by the Company for all
or substantially all of the shares of Common Stock, or the sale or transfer of
all or substantially all of the assets of the Company as an entirety; or

             (iv) there shall occur the voluntary or involuntary liquidation,
dissolution or winding-up of the Company,

                                       11


then the Company shall cause to be mailed to the holders of the shares of Series
C Preferred Stock at their addresses as shown on the records of the Company, as
promptly as possible a notice stating (A) the date on which a record is to be
taken for the purpose of such distribution of rights, options or warrants, or,
if a record is not to be taken, the date as of which the holders of shares of
Common Stock of record to be entitled to such distribution of rights, options or
warrants are to be determined or (B) the date on which such reclassification,
subdivision, combination, consolidation, merger, sale, transfer, liquidation,
dissolution or winding-up is expected to become effective, and the date as of
which it is expected that holders of shares of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property, if any, deliverable upon such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution or winding-up. Failure to give or
receive such notice or any defect therein shall not affect the legality or
validity of the proceedings described in this Section VII.

         (f) Whenever the Conversion Price is adjusted as herein provided, the
Company shall prepare a notice of such adjustment of the Conversion Price
setting forth the adjusted Conversion Price and the effective date such
adjustment becomes effective and shall mail such notice of such adjustment of
the Conversion Price to the holder of each share of Series C Preferred Stock at
such holder's last address as shown on the records of the Company.

         (g) In any case in which subsection (c) of this Section VII provides
that an adjustment shall become effective on the date next following the record
date for an event, the Company may defer until the occurrence of such event
issuing to the holder of any share of Series C Preferred Stock converted after
such record date and before the occurrence of such event the additional shares
of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock issuable upon
such conversion before giving effect to such adjustment.

         (h) For purposes of this Section VII, the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock then
owned or held by or for the account of the Company. The Company shall not make
any distribution on shares of Common Stock held in the treasury of the Company.

         (i) If any action or transaction would require adjustment of the
Conversion Price pursuant to more than one subsection of this Section VII, only
one adjustment shall be made, and such adjustment shall be the amount of
adjustment that has the highest absolute value.

         (j) If the Company shall take any action affecting the shares of Common
Stock, other than action described in this Section VII, that in the reasonable
judgment of the Company would materially and adversely affect the conversion
rights of the holders of the shares of Series C Preferred Stock, the Conversion
Price for the shares of Series C Preferred Stock may be adjusted, to the extent
permitted by law, in such manner, if any, and at such time, as the Company,
determines to be equitable in the circumstances.

         (k) The Company covenants that shares of Common Stock issued upon
conversion of the shares of Series C Preferred Stock shall be validly issued,
fully paid and nonassessable. Prior to the delivery of any securities that the
Company shall be obligated to deliver upon conversion of the shares of Series C
Preferred Stock, the Company shall endeavor to comply with all federal and state

                                       12


laws and regulations thereunder requiring the registration of such securities
with, or any approval of or consent to the delivery thereof, by any governmental
authority.

         (l) The Company will pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock or other securities or property on conversion of the shares of
Series C Preferred Stock pursuant hereto; provided, however, that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock or other
securities or property in a name other than that of the holder of the Series C
Preferred Stock to be converted, and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Company the amount of any such tax or established, to the reasonable
satisfaction of the Company, that such tax has been paid.

         (m) Notwithstanding anything to the contrary contained herein (but
subject to the provisions of Section VII (n) hereof), the Company agrees that it
will apply the adjustment provisions of this Section VII and any related
provisions as if the Series C Preferred Stock were issued and outstanding as of
July 10, 2002. Thus, for example, if an event were to occur on December 31, 2002
that would adjust the number of shares of Common Stock into which the shares of
Series C Preferred Stock would have been convertible had such shares of Series C
Preferred Stock been outstanding as of such date, but the Series C Preferred
Stock were not actually issued until December 31, 2003, then such adjustment
would be applied so that, upon such issuance (but subject to further adjustment
for subsequent events), the Series C Preferred Stock would be immediately
convertible into the number of shares of Common Stock into which the Series C
Preferred Stock would have been convertible had such shares of Series C
Preferred Stock been outstanding on December 31, 2002.

         (n) Notwithstanding anything to the contrary contained herein, the
adjustment provisions contained in this Section VII shall be applied so that
there is no duplication of adjustments made pursuant to any other document.

VIII.    Ownership Limitations

         The shares of Series C Preferred Stock are subject to the restrictions
on transferability and ownership provisions described in Article IV of the
Certificate of Incorporation. The ownership limit as described in Article IV of
the Certificate of Incorporation (the "Ownership Limit") shall mean that
ownership of more than 7.5% of the value of the outstanding shares of Capital
Stock of the Company, including the Series C Preferred Stock, is restricted in
order to preserve the Company's status as a REIT for U.S. federal income tax
purposes. Subject to certain limitations described in Article IV of the
Certificate of Incorporation, the Board may modify the Ownership Limit, though
the Ownership Limit may not be increased by the Board to more than 9.8%. In
addition, Article IV of the Certificate of Incorporation limits the ownership of
"Existing Holders" (the "Existing Holder Limit") and also limits transfers that
would cause the Company to become "closely held" within the meaning of Section
856(h) of the Code.


                                       13


         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed in its name and on its behalf by its Executive Vice
President and attested to by its Secretary on this 10th day of July, 2002.

                                        GENERAL GROWTH PROPERTIES, INC.,
                                        a Delaware corporation


                                        By: /s/ Bernard Freibaum
                                            ------------------------------------
                                            Name:  Bernard Freibaum
                                            Title: Executive Vice President

ATTEST:


By: /s/ Marshall E. Eisenberg
    ----------------------------
    Name:  Marshall E. Eisenberg
    Title: Secretary



                                       14

EX-4.3

                                                                     EXHIBIT 4.3

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.75% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES D

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

 PURSUANT TO SECTION 151 OF THE GENERAL CORPORATE LAWS OF THE STATE OF DELAWARE

         General Growth Properties, Inc., a Delaware company (the "Company"),
hereby certifies that pursuant to the authority contained in Article IV of its
Second Amended and Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), and in accordance with Section 151 of the
General Corporate Law of the State of Delaware (the "DGCL"), its Board of
Directors (the "Board of Directors"), on June 28, 2002, adopted the following
resolution creating a series of its preferred stock, par value $100 per share,
liquidation preference $1,000 per share, designated as the "8.75% Cumulative
Redeemable Preferred Stock, Series D";

         WHEREAS, the Board of Directors is authorized, within limitations and
restrictions stated in its Certificate of Incorporation, to provide for the
issuance of preferred stock in series and to establish the number of shares to
be included in such series and to fix the designation, powers, preferences and
rights of the shares of such series and the qualifications, limitations and
restrictions thereof; and

         WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of the preferred stock to
be designated the "8.75% Cumulative Redeemable Preferred Stock, Series D" and
the number of shares constituting such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
"8.75% Cumulative Redeemable Preferred Stock, Series D" on the terms and with
the provisions herein set forth.

         Section 1. Designation and Number. A series of preferred stock,
designated the "8.75% Cumulative Redeemable Preferred Stock, Series D" (the
"Series D Preferred Stock") is hereby established. The number of shares of
Series D Preferred Stock shall be 12,750.

         Section 2. Rank. The Series D Preferred Stock will, with respect to
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Company, or both, rank senior to all classes or series of
Common Stock (as defined in the Certificate of Incorporation) and to all classes
or series of equity securities of the Company now or hereafter authorized,
issued or outstanding, other than any class or series of equity securities of
the Company expressly designated as ranking on a parity with or senior to the
Series D Preferred Stock as to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Company. For purposes
of this Certificate of Designations, Preferences and Rights, the term "Parity
Preferred Stock" shall be used to refer to the 7.25% Preferred Income Equity
Redeemable Stock, Series A, the 8.95% Cumulative Redeemable Preferred Stock,
Series B, the 8.5% Cumulative Preferred Stock, Series C, the 8.95% Cumulative
Redeemable




Preferred Stock, Series E, the 8.75% Cumulative Redeemable Preferred Stock,
Series F, the 8.95% Cumulative Redeemable Preferred Stock, Series G, and any
class or series of equity securities of the Company now or hereafter authorized,
issued or outstanding expressly designated by the Company to rank on a parity
with Series D Preferred Stock with respect to distributions and rights upon
voluntary or involuntary liquidation, winding-up or dissolution of the Company
or both, as the context may require. The term "equity securities" does not
include debt securities.

         Section 3. Distributions.

              (a) Payment of Distributions. For purposes of this Certificate of
Designations, Preferences and Rights, the following terms shall have the
meanings set forth herein: (i) "Liquidation Preference" shall mean, with respect
to the Series D Preferred Stock, $1,000 per share of Series D Preferred Stock,
plus the amount of any accumulated and unpaid Series D Priority Return (as
hereinafter defined) with respect to such share, whether or not declared, to the
date of payment and (ii) "Series D Priority Return" shall mean an amount equal
to 8.75% per annum of the Liquidation Preference per share of Series D Preferred
Stock, commencing on the date of issuance of such share of Series D Preferred
Stock, determined on the basis of a 360-day year of twelve 30-day months (or
actual days for any month which is shorter than a full monthly period),
cumulative to the extent not distributed on any Series D Preferred Stock
Distribution Payment Date. Subject to the rights of holders of Parity Preferred
Stock as to the payment of distributions, holders of Series D Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors
of the Company, out of funds legally available for the payment of distributions,
the Series D Priority Return. Such distributions shall be cumulative, shall
accrue from the original date of issuance of the relevant shares of Series D
Preferred Stock and will be payable (A) quarterly (such quarterly periods for
purposes of payment and accrual will be the quarterly periods ending on the last
day of each calendar quarter) in arrears, on March 31, June 30, September 30 and
December 31 commencing on the first of such dates to occur after the original
date of issuance of the relevant shares of Series D Preferred Stock and, (B) in
the event of a redemption, on the redemption date (each a "Series D Preferred
Stock Distribution Payment Date"). If any Preferred Stock Distribution Payment
Date is not a Business Day, then payment of the distribution to be made on such
date shall be made on the Business Day immediately preceding such Preferred
Stock Distribution Payment Date in each case with the same force and effect as
if made on such date. Distributions on the Series D Preferred Stock will be made
to the holders of record of the Series D Preferred Stock on the relevant record
dates to be fixed by the Board of Directors of the Company, which record dates
shall in no event exceed 15 Business Days prior to the relevant Preferred Stock
Distribution Payment Date (each a "Distribution Record Date").

              The term "Business Day" shall mean each day, other than a Saturday
or a Sunday, which is not a day on which banking institutions in New York, New
York are authorized or required by law, regulation or executive order to close.

              (b) Prohibition on Distributions. No distributions on Series D
Preferred Stock shall be authorized by the Board of Directors of the Company or
paid or set apart for payment by the Company at any such time as the terms and
provisions of any agreement of the Company, including any agreement relating to
indebtedness, prohibits such authorization, payment or setting apart for payment


                                      -2-



or provides that such authorization, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or to the extent that such
authorization or payment shall be restricted or prohibited by law.

              (c) Distributions Cumulative. Distributions on the Series D
Preferred Stock will accrue whether or not the terms and provisions of any
agreement of the Company, including any agreement relating to its indebtedness,
at any time prohibit the current payment of distributions, whether or not the
Company has earnings, whether or not there are funds legally available for the
payment of such distributions and whether or not such distributions are
authorized or declared. Accrued but unpaid distributions on the Series D
Preferred Stock will accumulate as of the Preferred Stock 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 Preferred Stock Distribution Payment Date to holders of
record of the Series D Preferred Stock on the record date fixed by the Board of
Directors which date shall not be more than 15 Business Days prior to the
payment date. Accumulated and unpaid distributions will not bear interest.

         (d) Priority as to Distributions.

              (i) So long as any Series D Preferred Stock is 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 Common Stock
or any class or series of other stock of the Company ranking junior as to the
payment of distributions or rights upon voluntary or involuntary dissolution,
liquidation or winding-up of the Partnership to the Series D Preferred Stock
(such Common Stock or other junior stock, collectively, "Junior Stock"), 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 D Preferred
Stock, any Parity Preferred Stock or any Junior Stock, unless, in each case, all
distributions accumulated on all Series D Preferred Stock and all classes and
series of outstanding Parity Preferred Stock have been paid in full. The
foregoing sentence shall not prohibit (A) distributions payable solely in Junior
Stock, (B) the conversion of Series D Preferred Stock, Junior Stock or Parity
Preferred Stock into stock of the Company ranking junior to the Series D
Preferred Stock as to distributions, and (C) purchase by the Company of such
Series D Preferred Stock, Parity Preferred Stock or Junior Stock pursuant to
Article IV of the Certificate of Incorporation to the extent required to
preserve the Company's status as a real estate investment trust.

              (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
payment) upon the Series D Preferred Stock, all distributions authorized and
declared on the Series D Preferred Stock and all classes or series of
outstanding Parity Preferred Stock with respect to distributions shall be
authorized and declared so that the amount of distributions authorized and
declared per share of Series D Preferred Stock and such other classes or series
of Parity Preferred Stock shall in all cases bear to each other the same ratio
that accrued distributions per share on the Series D Preferred Stock and such
other classes or series of Parity Preferred Stock (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
for any such class or series of Parity Preferred Stock which does not have
cumulative distribution rights) bear to each other.

                                      -3-


              (e) If, for any taxable year, the Company elects to designate as
"capital gains distributions" (as defined in Section 857 of the Internal Revenue
Code of 1986, as amended, or any successor revenue code or section (the "Code"))
any portion (the "Capital Gains Amount") of the total distributions (as
determined for federal income tax purposes) paid or made available for the year
to holders of all classes of capital stock (the "Total Distributions"), then the
portion of the Capital Gains Amount that shall be allocable to holders of Series
D Preferred Stock shall be in the same proportion that the Total Distributions
paid or made available to the holders of Series D Preferred Stock for the year
bears to the Total Distributions.

              (f) No Further Rights. Holders of Series D Preferred Stock 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 4. Liquidation Preference.

              (a) Payment of Liquidating Distributions. Subject to the rights of
holders of Parity Preferred Stock with respect to rights upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and subject to
equity securities ranking senior to the Series D Preferred Stock with respect to
rights upon any voluntary or involuntary liquidation, dissolution or winding-up
of the Company, the holders of Series D Preferred Stock shall be entitled to
receive out of the assets of the Company legally available for distribution or
the proceeds thereof, after payment or provision for debts and other liabilities
of the Company, but before any payment or distributions of the assets shall be
made to holders of Common Stock or any other class or series of shares of the
Company that ranks junior to the Series D Preferred Stock as to rights upon
liquidation, dissolution or winding-up of the Company, an amount equal to the
Liquidation Preference per share of Series D Preferred Stock. If upon such
voluntary or involuntary liquidation, dissolution or winding-up, there are
insufficient assets to permit full payment of liquidating distributions to the
holders of Series D Preferred Stock and any Parity Preferred Stock as to rights
upon liquidation, dissolution or winding-up of the Company, all payments of
liquidating distributions on the Series D Preferred Stock and such Parity
Preferred Stock shall be made so that the payments on the Series D Preferred
Stock and such Parity Preferred Stock shall in all cases bear to each other the
same ratio that the respective rights of the Series D Preferred Stock and such
other Parity Preferred Stock (which shall not include any accumulation in
respect of unpaid distributions for prior distribution periods if such Parity
Preferred Stock does not have cumulative distribution rights) upon liquidation,
dissolution or winding-up of the Company bear to each other.

              (b) Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Company, 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) first class
mail, postage pre-paid, not less than 30 and not more than 60 days prior to the
payment date stated therein, to each record holder of the Series D Preferred
Stock at the respective addresses of such holders as the same shall appear on
the share transfer records of the Company.

                                      -4-


              (c) No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series D
Preferred Stock will have no right or claim to any of the remaining assets of
the Company.

              (d) 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 Company to, or the consolidation or merger or other
business combination of the Company with or into, any corporation, trust or
other entity (or of any corporation, trust or other entity with or into the
Company) or a statutory share exchange shall not be deemed to constitute a
liquidation, dissolution or winding-up of the Company.

         Section 5. Optional Redemption.

              (a) Right of Optional Redemption. The Series D Preferred Stock may
not be redeemed prior to April 23, 2004. On or after such date, the Company
shall have the right to redeem the Series D Preferred Stock, in whole (but not
in part), at any time, upon not less than 30 nor more than 60 days' written
notice, at a redemption price, payable in cash, equal to the Liquidation
Preference (the "Series D Redemption Price") to the date of redemption.

              (b) Limitation On Redemption. The redemption price of the Series D
Preferred Stock (other than the portion thereof consisting of accumulated but
unpaid distributions) will be payable solely out of the sale proceeds of equity
securities of the Company and from no other source.

              (c) Procedures For Redemption.

                   (i) Notice of redemption will be (A) faxed, and (B) mailed by
the Company, postage prepaid, not less than 30 nor more than 60 days prior to
the redemption date, addressed to the respective holders of record of the Series
D Preferred Stock to be redeemed at their respective addresses as they appear on
the transfer records of the Company. No failure to give or defect in such notice
shall affect the validity of the proceedings for the redemption of any Series D
Preferred Stock except as to the holder to whom such notice was defective or not
given. In addition to any information required by law or by the applicable rules
of any exchange upon which the Series D Preferred Stock may be listed or
admitted to trading, each such notice shall state: (u) the redemption date, (v)
the redemption price, (w) the number of shares of Series D Preferred Stock to be
redeemed, (x) the place or places where such shares of Series D Preferred Stock
are to be surrendered for payment of the redemption price, (y) that
distributions on the Series D Preferred Stock to be redeemed will cease to
accumulate on such redemption date and (z) that payment of the redemption price
and any accumulated and unpaid distributions will be made upon presentation and
surrender of such Series D Preferred Stock. If fewer than all of the shares of
Series D Preferred Stock held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of shares of Series D
Preferred Stock held by such holder to be redeemed.

                   (ii) If the Company gives a notice of redemption in respect
of Series D Preferred Stock (which notice will be irrevocable) then, by 12:00
noon, New York City time, on

                                      -5-


the redemption date, the Company will deposit irrevocably in trust for the
benefit of the Series D Preferred Stock being redeemed funds sufficient to pay
the applicable Series D Redemption Price, and will give irrevocable instructions
and authority to pay such Series D Redemption Price to the holders of the Series
D Preferred Stock being redeemed upon surrender of the certificate evidencing
the Series D Preferred Stock being redeemed by such holders at the place
designated in the notice of redemption. On and after the date of redemption,
distributions will cease to accumulate on the Series D Preferred Stock called
for redemption, unless the Company defaults in the payment thereof. If any date
fixed for redemption of Series D Preferred Stock is not a Business Day, then
payment of the 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 D Redemption Price or any
accumulated or unpaid distributions in respect of the Series D Preferred Stock
is improperly withheld or refused and not paid by the Company, distributions on
such Series D Preferred Stock 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
applicable Series D Redemption Price.

              (d) Status of Redeemed or Repurchased Stock. Any Series D
Preferred Stock that shall at any time have been redeemed or repurchased shall,
after such redemption, have the status of authorized but unissued preferred
stock, until such shares are once more designated as part of a particular class
or series by the Board of Directors.

         Section 6. Voting Rights.

              (a) General. Holders of the Series D Preferred Stock will not have
any voting rights, except as set forth below.

              (b) Right To Elect Directors.

                   (i) If at any time distributions shall be in arrears with
respect to six (6) prior quarterly distribution periods (including quarterly
periods on the Series A Preferred Units of Price Development Company, Limited
Partnership ("Series A Preferred Units") prior to the exchange into Series D
Preferred Stock), whether or not consecutive, and shall not have been paid in
full (a "Preferred Distribution Default"), the authorized number of members of
the Board of Directors shall automatically be increased by two and the holders
of record of such Series D Preferred Stock, voting together as a single class
with the holders of each class or series of Parity Preferred Stock upon which
like voting rights have been conferred and are exercisable, will be entitled to
fill the vacancies so created by electing two additional directors to serve on
the Company's Board of Directors (the "Preferred Stock Directors") at a special
meeting called in accordance with Section 6(b)(ii) hereof and at the next annual
meeting of stockholders, and at each subsequent annual meeting of stockholders
or special meeting held in place thereof, until all such distributions in
arrears and distributions for the current quarterly period on the Series D
Preferred Stock and each such class or series of Parity Preferred Stock have
been paid in full.

                                      -6-


                   (ii) At any time when such voting rights shall have vested, a
proper officer of the Company may, and, upon written request (addressed to the
Secretary at the principal office of the Company) of holders of record of at
least 10% of the outstanding shares of Series D Preferred Stock, shall, call or
cause to be called a special meeting of the holders of Series D Preferred Stock
and all the series of Parity Preferred Stock upon which like voting rights have
been conferred and are exercisable (collectively, the "Parity Securities") by
notice in accordance with the By-laws of the Company for a special meeting of
the stockholders of the Company or as required by law to such holders a notice
of such special meeting to be held not less than ten and not more than 45 days
after the date such notice is given. The record date for determining holders of
the Parity Securities entitled to notice of and to vote at such special meeting
will be the close of business on the third Business Day preceding the day on
which such notice is mailed. At any such special meeting, all of the holders of
the Parity Securities, by plurality vote, voting together as a single class
without regard to series will be entitled to elect two directors on the basis of
one vote per $25 of liquidation preference to which such Parity Securities are
entitled by their terms (excluding amounts in respect of accumulated and unpaid
dividends) and not cumulatively. The holder or holders of one-third of the votes
of the Parity Securities then outstanding, present in person or by proxy, will
constitute a quorum for the election of the Preferred Stock Directors except as
otherwise provided by law. Notice of all meetings at which holders of the Series
D Preferred Stock shall be entitled to vote will be given to such holders at
their addresses as they appear in the transfer records. At any such meeting or
adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, the holders of a majority of the Parity Securities present in
person or by proxy shall have the power to adjourn the meeting for the election
of the Preferred Stock Directors, without notice other than an announcement at
the meeting, until a quorum is present. If a Preferred Distribution Default
shall terminate after the notice of a special meeting has been given but before
such special meeting has been held, the Company shall, as soon as practicable
after such termination, mail or cause to be mailed notice of such termination to
holders of the Series D Preferred Stock that would have been entitled to vote at
such special meeting.

                   (iii) If and when all accumulated distributions and the
distribution for the current distribution period on the Series D Preferred Stock
shall have been paid in full or a sum sufficient for such payment is irrevocably
deposited in trust for payment, the holders of the Series D Preferred Stock
shall be divested of the voting rights set forth in Section 6(b)(i) herein
(subject to revesting in the event of each and every Preferred Distribution
Default) and, if all distributions in arrears and the distributions for the
current distribution period have been paid in full or set aside for payment in
full on all other classes or series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable, the term and office of
each Preferred Stock Director so elected shall terminate. Any Preferred Stock
Director may be removed at any time with or without cause by the holders of
record of a majority of the votes of the outstanding Parity Securities entitled
to vote on such matter voting together as a single class (and shall not
otherwise be removed). So long as a Preferred Distribution Default shall
continue, any vacancy in the office of a Preferred Stock Director may be filled
by written consent of the Preferred Stock Director remaining in office, or if
none remains in office, by a vote of the holders of record of a majority of the
votes of the outstanding Parity Securities entitled to vote on such matter
voting together as a single class. The Preferred Stock Directors shall each be
entitled to one vote per director on any matter.

                                      -7-


                   (c) Certain Voting Rights. So long as any Series D Preferred
Stock or Series A Preferred Units exchangeable into Series D Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote of the
holders of at least two-thirds of the Series D Preferred Stock outstanding at
the time (i) designate or create, or increase the authorized or issued amount
of, any class or series of shares ranking prior to the Series D Preferred Stock
with respect to payment of distributions or rights upon liquidation, dissolution
or winding-up or reclassify any authorized shares of the Company into any such
shares, or create, authorize or issue any obligations or security convertible
into or evidencing the right to purchase any such shares, (ii) designate or
create, or increase the authorized or issued amount of, any Parity Preferred
Stock or reclassify any authorized shares of the Company into any such shares,
or create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such shares, but only to the extent such
Parity Preferred Stock is issued to an affiliate of the Company, or (iii) either
(A) consolidate, merge into or with, or convey, transfer or lease its assets
substantially as an entirety, to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the Company's Certificate of Incorporation or
By-laws, whether by merger, consolidation or otherwise, in each case that would
materially and adversely affect the powers, special rights, preferences,
privileges or voting power of the Series D Preferred Stock or the holders
thereof; provided, however, that with respect to the occurrence of a merger,
consolidation or a sale or lease of all of the Company's assets as an entirety,
so long as (y) the Company is the surviving entity and the Series D Preferred
Stock remains outstanding with the terms thereof unchanged, or (z) the
resulting, surviving or transferee entity is a corporation organized under the
laws of any state and substitutes for the Series D Preferred Stock other
preferred stock having substantially the same terms and same rights as the
Series D Preferred Stock, including with respect to distributions, voting rights
and rights upon liquidation, dissolution or winding-up, then the occurrence of
any such event shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers of the holders of the Series D
Preferred Stock; and provided, further, that any increase in the amount of
authorized preferred stock or the creation or issuance of any other class or
series of preferred stock, or any increase in an amount of authorized shares of
each class or series, in each case ranking either (I) junior to the Series D
Preferred Stock with respect to payment of distributions and the distribution of
assets upon liquidation, dissolution or winding-up, or (II) on a parity with the
Series D Preferred Stock with respect to payment of distributions or the
distribution of assets upon liquidation, dissolution or winding-up to the extent
such preferred stock is not issued to an affiliate of the Company, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

         Section 7. No Conversion Rights. The holders of the Series D Preferred
Stock shall not have any rights to convert such shares into shares of any other
class or series of stock or into any other securities of, or interest in, the
Company.

         Section 8. No Sinking Fund. No sinking fund shall be established for
the retirement or redemption of Series D Preferred Stock.

         Section 9. No Preemptive Rights. No holder of the Series D Preferred
Stock of the Company shall, as such holder, have any preemptive rights to
purchase or subscribe for additional shares of stock of the Company or any other
security of the Company which it may issue or sell.

                                      -8-


         Section 10. Ownership Limitations. The shares of Series D Preferred
Stock are subject to the restrictions on transferability and ownership
provisions described in Article IV of the Certificate of Incorporation. The
ownership limit as described in Article IV of the Certificate of Incorporation
(the "Ownership Limit") shall mean the ownership of more than 7.5% of the value
of the outstanding shares of equity securities of the Company, including the
Series D Preferred Stock, is restricted in order to preserve the Company's
status as a REIT for U.S. federal income tax purposes. Subject to certain
limitations described in Article IV of the Certificate of Incorporation, the
Board of Directors may modify the Ownership Limit, though the Ownership Limit
may not be increased by the Board of Directors to more than 9.8%. In addition,
Article IV of the Certificate of Incorporation limits the ownership of "Existing
Holders" and also limits transfers that would cause the Company to become
"closely held" within the meaning of Section 856(h) of the Code. Notwithstanding
anything to the contrary contained herein, the provisions hereof shall not limit
or prohibit the purchase by the Company of shares of any class or series of
equity securities pursuant to Article IV of the Certificate of Incorporation.

                  IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed in its name and on its behalf and attested to by its
duly authorized officers on this 10th day of July, 2002.

                                GENERAL GROWTH PROPERTIES, INC.



                                By: /s/ Bernard Freibaum
                                    ------------------------
                                    Name:  Bernard Freibaum
                                    Title: Executive Vice President



WITNESS:


By: /s/ Marshall E. Eisenberg
    -----------------------------------------
    Name:  Marshall E. Eisenberg
    Title: Secretary

EX-4.4

                                                                     EXHIBIT 4.4

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.95% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES E

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

 PURSUANT TO SECTION 151 OF THE GENERAL CORPORATE LAWS OF THE STATE OF DELAWARE

         General Growth Properties, Inc., a Delaware corporation (the
"Company"), hereby certifies that pursuant to the authority contained in Article
IV of its Second Amended and Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), and in accordance with Section 151 of the
General Corporate Law of the State of Delaware (the "DGCL"), its Board of
Directors (the "Board of Directors"), on June 28, 2002, adopted the following
resolution creating a series of its preferred stock, par value $100 per share,
liquidation preference $1,000 per share, designated as the "8.95% Cumulative
Redeemable Preferred Stock, Series E";

         WHEREAS, the Board is authorized, within limitations and restrictions
stated in its Certificate of Incorporation, to provide for the issuance of
preferred stock in series and to establish the number of shares to be included
in such series and to fix the designation, powers, preferences and rights of the
shares of such series and the qualifications, limitations and restrictions
thereof; and

         WHEREAS, it is the desire of the Board, pursuant to its authority as
aforesaid, to authorize and fix the terms of the preferred stock to be
designated the "8.95% Cumulative Redeemable Preferred Stock, Series E" and the
number of shares constituting such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
"8.95% Cumulative Redeemable Preferred Stock, Series E" on the terms and with
the provisions herein set forth.

         Section 1. Designation and Number. A series of Preferred Stock,
designated the 8.95% Cumulative Redeemable Preferred Stock, Series E (the
"Series E Preferred Stock") is hereby established. The number of shares of
Series E Preferred Stock shall be 95,000.

         Section 2. Rank. The Series E Preferred Stock will, with respect to
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Company, rank senior to all classes or series of Common
Stock(as defined in the Certificate of Incorporation) and to all classes or
series of equity securities of the Company now or hereafter authorized, issued
or outstanding, other than any class or series of equity securities of the
Company expressly designated as ranking on a parity with or senior to the Series
E Preferred Stock as to distributions and rights upon voluntary or involuntary
liquidation, winding-up or dissolution of the Company. For purposes of this
Certificate of Designations, Preferences and Rights, the term "Parity Preferred
Stock" shall be used to refer to the 7.25% Preferred Income Equity Redeemable
Stock, Series A, the 8.95% Cumulative Redeemable Preferred Stock, Series B, the







8.5% Cumulative Preferred Stock, Series C, the 8.75% Cumulative Redeemable
Preferred Stock, Series D, the 8.75% Cumulative Redeemable Preferred Stock,
Series F, the 8.95% Cumulative Redeemable Preferred Stock, Series G, and any
class or series of equity securities of the Company now or hereafter authorized,
issued or outstanding expressly designated by the Company to rank on a parity
with Series E Preferred Stock with respect to distributions and rights upon
voluntary or involuntary liquidation, winding-up or dissolution of the Company.
The term "equity securities" does not include debt securities.

         Section 3. Distributions.

                  (a) Payment of Distributions. Subject to the rights of holders
of Parity Preferred Stock as to the payment of distributions and holders of
equity securities ranking senior to the Series E Preferred Stock as to payment
of distributions, holders of Series E Preferred Stock will be entitled to
receive, when, as and if declared by the Board of Directors of the Company, out
of funds legally available for the payment of distributions, cumulative
preferential cash distributions at the rate per annum of 8.95% of the $1,000
liquidation preference per share of Series E Preferred Stock. Such distributions
shall be cumulative, shall accrue from the original date of issuance of the
relevant shares of Series E Preferred Stock and will be payable (i) quarterly in
arrears, on March 31, June 30, September 30 and December 31 of each year
commencing on the first of such dates to occur after the original date of
issuance of the relevant shares of Series E Preferred Stock, and (ii) in the
event of a redemption, on the redemption date (each, a "Series E Preferred Stock
Distribution Payment Date"). The amount of the distribution payable for any
period will be computed on the basis of a 360-day year of twelve 30-day months
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 the actual number of days elapsed in such period to ninety (90)
days. If any date on which distributions are to be made on the Series E
Preferred Stock is not a Business Day (as defined herein), 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 E Preferred Stock will be made to the holders of
record of the Series E Preferred Stock on the relevant record dates, to be fixed
by the Board of Directors of the Company, which record dates shall in no event
exceed fifteen (15) Business Days prior to the relevant Series E Preferred Stock
Distribution Payment Date (each, a "Series E Preferred Stock Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series E Preferred Stock shall also continue to accrue all accrued and unpaid
distributions up to the exchange date on any Series B Preferred Unit (as defined
in the Second Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Price Development Company, Limited Partnership, dated as of July
15, 1999, as amended through the date hereof (the "Partnership Agreement"))
validly exchanged into such share of Series E Preferred Stock in accordance with
the provisions of such Partnership Agreement.

                  The term "Business Day" shall mean each day, other than a
Saturday or a Sunday, which is not a day on which banking institutions in New
York, New York are authorized or required by law, regulation or executive order
to close.



                                      -2-


                  (b) Limitation On Distributions. No distributions on the
Series E Preferred Stock shall be declared by the Board of Directors or paid or
set apart for payment by the Company at such time as the terms and provisions of
any agreement of the Company, including any agreement relating to indebtedness,
prohibits such declaration, payment or setting apart for payment or provides
that such declaration, payment or setting apart for payment would constitute a
breach thereof or a default thereunder, or if such declaration, payment or
setting apart for payment shall be restricted or prohibited by law.

                  (c) Distributions Cumulative. Notwithstanding the foregoing,
distributions on the Series E Preferred Stock will accrue whether or not the
terms and provisions of any agreement of the Company, including any agreement
relating to indebtedness, at any time prohibit the current payment of
distributions, whether or not the Company 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 or declared. Accrued but unpaid
distributions on the Series E Preferred Stock will accumulate as of the Series E
Preferred Stock 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 E Preferred
Stock Distribution Payment Date to holders of record of the Series E Preferred
Stock on the record date fixed by the Board of Directors which date shall not be
more than 15 Business Days prior to the payment date. Accumulated and unpaid
distributions will not bear interest.

                  (d) Priority As To Distributions.

                           (i) So long as any Series E Preferred Stock is
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 Common Stock or any class or series of other stock of the Company
ranking junior as to the payment of distributions or as to rights upon voluntary
or involuntary dissolution, liquidation or winding up of the Partnership to the
Series E Preferred Stock (such Common Stock or other junior stock are,
collectively, "Junior Stock"), 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 E Preferred Stock, any Parity Preferred Stock or any
Junior Stock, unless, in each case, all distributions accumulated on all Series
E Preferred Stock and all classes and series of outstanding Parity Preferred
Stock as to payment of distributions have been paid in full. The foregoing
sentence will not prohibit (A) distributions payable solely in Junior Stock, (B)
the conversion of Junior Stock or Parity Preferred Stock into stock of the
Company ranking junior to the Series E Preferred Stock as to distributions and
upon liquidation, winding-up or dissolution, and (C) purchase by the Company of
such Series E Preferred Stock, Parity Preferred Stock with respect to
distributions or Junior Stock pursuant to Article IV of the Certificate of
Incorporation to the extent required to preserve the Company's status as a real
estate investment trust.

                           (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 payment) upon the Series E Preferred Stock, all distributions
authorized and declared on the Series E Preferred Stock and all classes or
series of outstanding Parity Preferred Stock shall be authorized and declared so
that the amount of distributions authorized and declared per share of Series E
Preferred Stock and such other classes or series of Parity Preferred Stock shall
in all cases bear to each other the same






                                      -3-


ratio that accrued distributions per share on the Series E Preferred Stock and
such other classes or series of Parity Preferred Stock (which shall not include
any accumulation in respect of unpaid distributions for prior distribution
periods for any such class or series of Parity Preferred Stock which does not
have cumulative distribution rights) bear to each other.

                  (e) If, for any taxable year, the Corporation elects to
designate as "capital gain distributions" (as defined in Section 857 of the
Internal Revenue Code of 1986, as amended, or any successor revenue code or
section (the "Code")) any portion (the "Capital Gains Amount") of the total
distributions (as determined for federal income tax purposes) paid or made
available for the year to holders of all classes of capital stock (the "Total
Distributions"), then the portion of the Capital Gains Amount that shall be
allocable to holders of Series E Preferred Stock shall be in the same proportion
that the Total Distributions paid or made available to the holders of Series E
Preferred Stock for the year bears to the Total Distributions.

                  (f) No Further Rights. Holders of Series E Preferred Stock
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 4. Liquidation Preference.

                  (a) Payment Of Liquidating Distributions. Subject to the
rights of holders of Parity Preferred Stock with respect to rights upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and subject to equity securities ranking senior to the Series E Preferred Stock
with respect to rights upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, the holders of Series E Preferred
Stock shall be entitled to receive out of the assets of the Company legally
available for distribution or the proceeds thereof, after payment or provision
for debts and other liabilities of the Company, but before any payment or
distributions of the assets shall be made to holders of Common Stock or any
other class or series of shares of the Company that ranks junior to the Series E
Preferred Stock as to rights upon liquidation, dissolution or winding-up of the
Company, an amount equal to the sum of (i) a liquidation preference of $1,000
per share of Series E Preferred Stock, and (ii) an amount equal to any
accumulated and unpaid distributions thereon, whether or not declared, to the
date of payment. In the event that, upon such voluntary or involuntary
liquidation, dissolution or winding-up, there are insufficient assets to permit
full payment of liquidating distributions to the holders of Series E Preferred
Stock and any Parity Preferred Stock as to rights upon liquidation, dissolution
or winding-up of the Company, all payments of liquidating distributions on the
Series E Preferred Stock and such Parity Preferred Stock shall be made so that
the payments on the Series E Preferred Stock and such Parity Preferred Stock
shall in all cases bear to each other the same ratio that the respective rights
of the Series E Preferred Stock and such other Parity Preferred Stock (which
shall not include any accumulation in respect of unpaid distributions for prior
distribution periods if such Parity Preferred Stock does not have cumulative
distribution rights) upon liquidation, dissolution or winding-up of the Company
bear to each other.

                  (b) Notice. Written notice of any such voluntary or
involuntary liquidation, dissolution or winding-up of the Company, 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





                                      -4-



by (i) fax and (ii) 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 E Preferred Stock at the respective
addresses of such holders as the same shall appear on the share transfer records
of the Company.

                  (c) No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series E
Preferred Stock will have no right or claim to any of the remaining assets of
the Company.

                  (d) 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 Company to, or the consolidation or merger or other
business combination of the Company with or into, any corporation, trust or
other entity (or of any corporation, trust or other entity with or into the
Company), or a statutory share exchange, shall not be deemed to constitute a
liquidation, dissolution or winding-up of the Company.

         Section 5. Optional Redemption.

                  (a) Right Of Optional Redemption. The Series E Preferred Stock
may not be redeemed prior to July 28, 2004. On or after such date, the Company
shall have the right to redeem the Series E Preferred Stock, in whole or in
part, at any time or from time to time, upon not less than thirty (30) nor more
than sixty (60) days' written notice, at a redemption price, payable in cash,
equal to $1,000 per share of Series E Preferred Stock plus accumulated and
unpaid distributions, whether or not declared, to the date of redemption. If
fewer than all of the outstanding shares of Series E Preferred Stock are to be
redeemed, the shares of Series E Preferred Stock to be redeemed shall be
selected pro rata among the holders (as nearly as practicable without creating
fractional units).

                  (b) Limitation On Redemption.

                           (i) The redemption price of the Series E Preferred
Stock (other than the portion thereof consisting of accumulated but unpaid
distributions) will be payable solely out of the sale proceeds of capital stock
of the Company and from no other source. For purposes of the preceding sentence,
capital stock means any equity securities (including Common Stock and preferred
stock), shares, participation or other ownership interests (however designated)
and any rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing.

                           (ii) Subject to the Ownership Limits, the Company may
not redeem fewer than all of the outstanding shares of Series E Preferred Stock
unless all accumulated and unpaid distributions have been paid on all
outstanding Series E Preferred Stock for all quarterly distribution periods
terminating on or prior to the date of redemption.

                  (c) Procedures For Redemption.

                           (i) Notice of redemption will be (A) faxed, and (B)
mailed by the Company, postage prepaid, not less than thirty (30) nor more than
sixty (60) days prior to the






                                      -5-


redemption date, addressed to the respective holders of record of the Series E
Preferred Stock to be redeemed at their respective addresses as they appear on
the transfer records of the Company. No failure to give or defect in such notice
shall affect the validity of the proceedings for the redemption of any Series E
Preferred Stock except as to the holder to whom such notice was defective or not
given. In addition to any information required by law or by the applicable rules
of any exchange upon which the Series E Preferred Stock may be listed or
admitted to trading, each such notice shall state: (u) the redemption date, (v)
the redemption price, (w) the number of shares of Series E Preferred Stock to be
redeemed, (x) the place or places where such shares of Series E Preferred Stock
are to be surrendered for payment of the redemption price, (y) that
distributions on the Series E Preferred Stock to be redeemed will cease to
accumulate on such redemption date and (z) that payment of the redemption price
and any accumulated and unpaid distributions will be made upon presentation and
surrender of such Series E Preferred Stock. If fewer than all of the shares of
Series E Preferred Stock held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of shares of Series E
Preferred Stock held by such holder to be redeemed.

                           (ii) If the Company gives a notice of redemption in
respect of Series E Preferred Stock (which notice will be irrevocable) then, by
12:00 noon, New York City time, on the redemption date, the Company will deposit
irrevocably in trust for the benefit of the Series E Preferred Stock being
redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid distributions, if any, on such shares to the date fixed
for redemption, without interest, and will give irrevocable instructions and
authority to pay such redemption price and any accumulated and unpaid
distributions, whether or not declared, if any, on such shares to the holders of
the Series E Preferred Stock being redeemed upon surrender of the certificate
evidencing the Series E Preferred Stock being redeemed by such holders at the
place designated in the notice of redemption. If fewer than all shares of Series
E Preferred Stock evidenced by any certificate are being redeemed, a new
certificate shall be issued upon surrender of the certificate evidencing all
such Series E Preferred Stock, which new certificate shall evidence the
unredeemed Series E Preferred Stock and be issued without cost to the holder
thereof. On and after the date of redemption, distributions will cease to
accumulate on the Series E Preferred Stock or portions thereof called for
redemption, unless the Company defaults in the payment thereof. If any date
fixed for redemption of Series E Preferred Stock is not a Business Day, then
payment of the 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 redemption price or any accumulated
or unpaid distributions in respect of the Series E Preferred Stock is improperly
withheld or refused and not paid by the Company, distributions on such Series E
Preferred Stock 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 applicable
redemption price and any accumulated and unpaid distributions.

                  (d) Status of Redeemed or Repurchased Stock. Any Series E
Preferred Stock that shall at any time have been redeemed or repurchased shall,
after such redemption or repurchase, have the status of authorized but unissued
preferred stock, until such shares are once more designated as part of a
particular class or series by the Board of Directors.




                                      -6-



         Section 6. Voting Rights.

                  (a) General. Holders of the Series E Preferred Stock will not
have any voting rights, except as set forth below.

                  (b) Right to Elect Directors.

                           (i) If at any time full distributions shall be in
arrears with respect to any six (6) prior quarterly distribution periods,
whether or not consecutive, and shall not have been paid in full (a "Preferred
Distribution Default"), the authorized number of members of the Board of
Directors shall automatically be increased by two (2) and the holders of record
of such Series E Preferred Stock, voting together as a single class with the
holders of each class or series of Parity Preferred Stock upon which like voting
rights have been conferred and are exercisable, will be entitled to fill the
vacancies so created by electing two additional directors to serve on the
Company's Board of Directors (the "Preferred Stock Directors") at a special
meeting called in accordance with Section 6(b)(ii) hereof and at the next annual
meeting of stockholders, and at each subsequent annual meeting of stockholders
or special meeting held in place thereof, until all such distributions in
arrears and distributions for the current quarterly period on the Series E
Preferred Stock and each such class or series of Parity Preferred Stock have
been paid in full.

                           (ii) At any time when such voting rights shall have
vested, a proper officer of the Company may, and, upon written request
(addressed to the Secretary at the principal office of the Company) of holders
of record of at least 10% of the outstanding Shares of Series E Preferred Stock,
shall, call or cause to be called a special meeting of the holders of Series E
Preferred Stock and all the series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable (collectively, the "Parity
Securities") by notice in accordance with the By-Laws of the Company for a
special meeting of the stockholders or as required by law to such holders a
notice of such special meeting to be held not less than ten (10) and not more
than forty-five (45) days after the date such notice is given. The record date
for determining holders of the Parity Securities entitled to notice of and to
vote at such special meeting will be the close of business on the third Business
Day preceding the day on which such notice is mailed. At any such special
meeting, all of the holders of the Parity Securities, by plurality vote, voting
together as a single class without regard to series will be entitled to elect
two directors on the basis of one vote per $25 of liquidation preference to
which such Parity Securities are entitled by their terms (excluding amounts in
respect of accumulated and unpaid dividends) and not cumulatively. The holder or
holders of one-third of the votes of the Parity Securities then outstanding,
present in person or by proxy, will constitute a quorum for the election of the
Preferred Stock Directors except as otherwise provided by law. Notice of all
meetings at which holders of the Series E Preferred Stock shall be entitled to
vote will be given to such holders at their addresses as they appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum, subject to the provisions of any applicable law, the holders of a
majority of the Parity Securities present in person or by proxy shall have the
power to adjourn the meeting for the election of the Preferred Stock Directors,
without notice other than an announcement at the meeting, until a quorum is
present. If a Preferred Distribution Default shall terminate after the notice of
a special meeting has been given but before such special meeting has been held,
the Company shall, as soon as practicable after such termination,





                                      -7-



mail or cause to be mailed notice of such termination to holders of the Series E
Preferred Stock that would have been entitled to vote at such special meeting.

                           (iii) If and when all accumulated distributions and
the distribution for the current distribution period on the Series E Preferred
Stock shall have been paid in full or a sum sufficient for such payment is
irrevocably deposited in trust for payment, the holders of the Series E
Preferred Stock shall be divested of the voting rights set forth in Section
6(b)(i) herein (subject to revesting in the event of each and every Preferred
Distribution Default) and, if all distributions in arrears and the distributions
for the current distribution period have been paid in full or set aside for
payment in full on all other classes or series of Parity Preferred Stock upon
which like voting rights have been conferred and are exercisable, the term and
office of each Preferred Stock Director so elected shall terminate. Any
Preferred Stock Director may be removed at any time with or without cause by the
holders of record of a majority of the votes of the outstanding Parity
Securities entitled to vote on such matter voting together as a single class
(and shall not otherwise be removed). So long as a Preferred Distribution
Default shall continue, any vacancy in the office of a Preferred Stock Director
may be filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record of a
majority of the votes of the outstanding Parity Securities entitled to vote on
such matter voting together as a single class. The Preferred Stock Directors
shall each be entitled to one vote per director on any matter.

                  (c) Certain Voting Rights. So long as any Series E Preferred
Stock remains outstanding, the Company shall not, without the affirmative vote
of the holders of at least two-thirds of the Series E Preferred Stock
outstanding at the time (i) designate or create, or increase the authorized or
issued amount of, any class or series of shares ranking prior to the Series E
Preferred Stock with respect to payment of distributions or rights upon
liquidation, dissolution or winding-up or reclassify any authorized shares of
the Company into any such shares, or create, authorize or issue any obligations
or security convertible into or evidencing the right to purchase any such
shares, (ii) designate or create, or increase the authorized or issued amount
of, any Parity Preferred Stock or reclassify any authorized shares of the
Company into any such shares, or create, authorize or issue any obligations or
security convertible into or evidencing the right to purchase any such shares,
but only to the extent such Parity Preferred Stock is issued to an affiliate of
the Company, or (iii) either (A) consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety, to any corporation or
other entity, or (B) amend, alter or repeal the provisions of the Company's
Certificate of Incorporation or By-laws, whether by merger, consolidation or
otherwise, in each case that would materially and adversely affect the powers,
special rights, preferences, privileges or voting power of the Series E
Preferred Stock or the holders thereof; provided, however, that with respect to
the occurrence of a merger, consolidation or a sale or lease of all of the
Company's assets as an entirety, so long as (y) the Company is the surviving
entity and the Series E Preferred Stock remains outstanding with the terms
thereof unchanged, or (z) the resulting, surviving or transferee entity is a
corporation organized under the laws of any state and substitutes for the Series
E Preferred Stock other preferred stock having substantially the same terms and
same rights as the Series E Preferred Stock, including with respect to
distributions, voting rights and rights upon liquidation, dissolution or
winding-up, then the occurrence of any such event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers of the holders of the Series E Preferred Stock; and provided further that
any increase in the amount of





                                      -8-


authorized preferred stock or the creation or issuance of any other class or
series of preferred stock, or any increase in an amount of authorized shares of
each class or series, in each case ranking either (I) junior to the Series E
Preferred Stock with respect to payment of distributions and the distribution of
assets upon liquidation, dissolution or winding-up, or (II) on a parity with the
Series E Preferred Stock with respect to payment of distributions or the
distribution of assets upon liquidation, dissolution or winding-up to the extent
such preferred stock is not issued to an affiliate of the Company, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

         Section 7. No Conversion Rights. The holders of the Series E Preferred
Stock shall not have any rights to convert such shares into shares of any other
class or series of stock or into any other securities of, or interest in, the
Company.

         Section 8. No Sinking Fund. No sinking fund shall be established for
the retirement or redemption of Series E Preferred Stock.

         Section 9. No Preemptive Rights. No holder of the Series E Preferred
Stock of the Company shall, as such holder, have any preemptive rights to
purchase or subscribe for additional shares of stock of the Company or any other
security of the Company which it may issue or sell.

         Section 10. Ownership Limitations. The shares of Series E Preferred
Stock are subject to the restrictions on transferability and ownership
provisions described in Article IV of the Certificate of Incorporation. The
ownership limit as described in Article IV of the Certificate of Incorporation
(the "Ownership Limit") shall mean the ownership of more than 7.5% of the value
of the outstanding shares of equity securities of the Company, including the
Series E Preferred Stock, is restricted in order to preserve the Company's
status as a REIT for U.S. federal income tax purposes. Subject to certain
limitations described in Article IV of the Certificate of Incorporation, the
Board may modify the Ownership Limit, though the Ownership Limit may not be
increased by the Board to more than 9.8%. In addition, Article IV of the
Certificate of Incorporation limits the ownership of "Existing Holders" and also
limits transfers that would cause the Company to become "closely held" within
the meaning of Section 856(h) of the Code. Notwithstanding anything to the
contrary contained herein, the provisions hereof shall not limit or prohibit the
purchase by the Company of shares of any class or series of equity securities
pursuant to Article IV of the Certificate of Incorporation.




                                      -9-



                  IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed in its name and on its behalf and attested to by
duly authorized officers on this 10th day of July, 2002.

                                    GENERAL GROWTH PROPERTIES, INC.



                                    By: /s/ Bernard Freibaum
                                        ---------------------------
                                        Name:   Bernard Freibaum
                                        Title:  Executive Vice President



WITNESS:



By: /s/ Marshall E. Eisenberg
    ------------------------------------------
    Name:   Marshall E. Eisenberg
    Title:  Secretary




                                      -10-

EX-4.5

                                                                     EXHIBIT 4.5



               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.75% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES F

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

 PURSUANT TO SECTION 151 OF THE GENERAL CORPORATE LAWS OF THE STATE OF DELAWARE

         General Growth Properties, Inc., a Delaware corporation (the
"Company"), hereby certifies that pursuant to the authority contained in Article
IV of its Second Amended and Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), and in accordance with Section 151 of the
General Corporate Law of the State of Delaware (the "DGCL"), its Board of
Directors (the "Board of Directors"), on June 28, 2002, adopted the following
resolution creating a series of its preferred stock, par value $100 per share,
liquidation preference $1,000 per share, designated as the "8.75% Cumulative
Redeemable Preferred Stock, Series F";

         WHEREAS, the Board of Directors is authorized, within limitations and
restrictions stated in its Certificate of Incorporation, to provide for the
issuance of preferred stock in series and to establish the number of shares to
be included in such series and to fix the designation, powers, preferences and
rights of the shares of such series and the qualifications, limitations and
restrictions thereof; and

         WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of the preferred stock to
be designated the "8.75% Cumulative Redeemable Preferred Stock, Series F" and
the number of shares constituting such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
"8.75% Cumulative Redeemable Preferred Stock, Series F" on the terms and with
the provisions herein set forth.

         Section 1. Designation And Number. A series of Preferred Stock,
designated the 8.75% Cumulative Redeemable Preferred Stock, Series F (the
"Series F Preferred Stock") is hereby established. The number of shares of
Series F Preferred Stock shall be 8,000.

         Section 2. Rank. The Series F Preferred Stock will, with respect to
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Company, or both, rank senior to all classes or series of
Common Stock (as defined in the Certificate of Incorporation) and to all classes
or series of equity securities of the Company now or hereafter authorized,
issued or outstanding, other than any class or series of equity securities of
the Company expressly designated as ranking on a parity with or senior to the
Series F Preferred Stock as to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Company. For purposes
of this Certificate of Designations, Preferences and Rights, the term "Parity
Preferred Stock" shall be used to refer to the 7.25% Preferred Income Equity
Redeemable Stock, Series A, the 8.95% Cumulative Redeemable Preferred Stock,
Series B, the 8.5% Cumulative Preferred Stock, Series C, the 8.75% Cumulative
Redeemable Preferred Stock,







Series D, the 8.95% Cumulative Redeemable Preferred Stock, Series E, the 8.95%
Cumulative Redeemable Preferred Stock, Series G, and any class or series of
equity securities of the Company now or hereafter authorized, issued or
outstanding expressly designated by the Company to rank on a parity with Series
F Preferred Stock with respect to distributions and rights upon voluntary or
involuntary liquidation, winding-up or dissolution of the Company or both, as
the context may require. The term "equity securities" does not include debt
securities.

         Section 3. Distributions.

                  (a) Payment Of Distributions. For purposes of this Certificate
of Designations, Preferences and Rights, the following terms shall have the
meanings set forth herein: (i) "Liquidation Preference" shall mean, with respect
to the Series F Preferred Stock, $1,000 per share of Series F Preferred Stock,
plus the amount of any accumulated and unpaid Series F Priority Return (as
hereinafter defined) with respect to such share, whether or not declared, to the
date of payment and (ii) "Series F Priority Return" shall mean an amount equal
to 8.75% per annum of the Liquidation Preference per share of Series F Preferred
Stock, commencing on the date of issuance of such share of Series F Preferred
Stock, determined on the basis of a 360-day year of twelve 30-day months (or
actual days for any month which is shorter than a full monthly period),
cumulative to the extent not distributed on any Series F Preferred Stock
Distribution Payment Date. Subject to the rights of holders of Parity Preferred
Stock as to the payment of distributions, holders of Series F Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors
of the Company, out of funds legally available for the payment of distributions,
the Series F Priority Return. Such distributions shall be cumulative, shall
accrue from the original date of issuance of the relevant shares of Series F
Preferred Stock and will be payable (A) quarterly (such quarterly periods for
purposes of payment and accrual will be the quarterly periods ending on the last
day of each calendar quarter) in arrears, on March 31, June 30, September 30 and
December 31 of each year commencing on the first of such dates to occur after
the original date of issuance of the relevant shares of Series F Preferred Stock
and, (B) in the event of a redemption, on the redemption date (each a "Series F
Preferred Stock Distribution Payment Date"). If any Series F Preferred Stock
Distribution Payment Date is not a Business Day (as defined herein), then
payment of the distribution to be made on such date shall be made on the
Business Day immediately preceding such Series F Preferred Stock Distribution
Payment Date in each case with the same force and effect as if made on such
date. Distributions on the Series F Preferred Stock will be made to the holders
of record of the Series F Preferred Stock on the relevant record dates to be
fixed by the Board of Directors of the Company, which record dates shall in no
event exceed 15 Business Days Prior to the relevant Series F Preferred Stock
Distribution Payment Date (each a "Distribution Record Date").

                  The term "Business Day" shall mean each day, other than a
Saturday or a Sunday, which is not a day on which banking institutions in New
York, New York are authorized or required by law, regulation or executive order
to close.

                  (b) Prohibition On Distributions. No distributions on Series F
Preferred Stock shall be authorized by the Board of Directors of the Company or
paid or set apart for payment by




                                      -2-


the Company at any such time as the terms and provisions of any agreement of the
Company, including any agreement relating to indebtedness, prohibits such
authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or to the extent that such authorization or
payment shall be restricted or prohibited by law.

         (c) Distributions Cumulative. Distributions on the Series F Preferred
Stock will accrue whether or not the terms and provisions of any agreement of
the Company, including any agreement relating to its indebtedness, at any time
prohibit the current payment of distributions, whether or not the Company has
earnings, whether or not there are funds legally available for the payment of
such distributions and whether or not such distributions are authorized or
declared. Accrued but unpaid distributions on the Series F Preferred Stock will
accumulate as of the Series F Preferred Stock 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 F Preferred Stock Distribution Payment Date to holders of
record of the Series F Preferred Stock on the record date fixed by the Board of
Directors which date shall not be more than 15 Business Days prior to the
payment date. Accumulated and unpaid distributions will not bear interest.

         (d) Priority As To Distributions.

                  (i) So long as any Series F Preferred Stock is 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 Common Stock
or any class or series of other stock of the Company ranking junior as to the
payment of distributions or rights upon voluntary or involuntary dissolution,
liquidation or winding-up of the Partnership to the Series F Preferred Stock
(such Common Stock or other junior stock, collectively, "Junior Stock"), 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 F Preferred
Stock, any Parity Preferred Stock or any Junior Stock, unless, in each case, all
distributions accumulated on all Series F Preferred Stock and all classes and
series of outstanding Parity Preferred Stock have been paid in full. The
foregoing sentence shall not prohibit (A) distributions payable solely in Junior
Stock, (B) the conversion of Series F Preferred Stock, Junior Stock or Parity
Preferred Stock into stock of the Company ranking junior to the Series F
Preferred Stock as to distributions, and (C) purchase by the Company of such
Series F Preferred Stock, Parity Preferred Stock or Junior Stock pursuant to
Article IV of the Certificate of Incorporation to the extent required to
preserve the Company's status as a real estate investment trust.

                  (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
payment) upon the Series F Preferred Stock, all distributions authorized and
declared on the Series F Preferred Stock and all classes or series of
outstanding Parity Preferred Stock with respect to distributions shall be
authorized and declared so that the amount of distributions authorized and
declared per share of Series F Preferred Stock and such other classes or series
of Parity Preferred Stock shall in all cases bear to each other the same ratio
that accrued distributions per share on the Series F Preferred Stock and such
other classes or series of Parity Preferred Stock (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
for any





                                      -3-


such class or series of Parity Preferred Stock which does not have cumulative
distribution rights) bear to each other.

                  (e) If, for any taxable year, the Company elects to designate
as "capital gain[S] distributions" (as defined in Section 857 of the Internal
Revenue Code of 1986, as amended, or any successor revenue code or section (the
"Code")) any portion (the "Capital Gains Amount") of the total distributions (as
determined for federal income tax purposes) paid or made available for the year
to holders of all classes of capital stock (the "Total Distributions"), then the
portion of the Capital Gains Amount that shall be allocable to holders of Series
F Preferred Stock shall be in the same proportion that the Total Distributions
paid or made available to the holders of Series F Preferred Stock for the year
bears to the Total Distributions.

                  (f) No Further Rights. Holders of Series F Preferred Stock
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 4. Liquidation Preference.

                  (a) Payment Of Liquidating Distributions. Subject to the
rights of holders of Parity Preferred Stock with respect to rights upon any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and subject to equity securities ranking senior to the Series F Preferred Stock
with respect to rights upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, the holders of Series F Preferred
Stock shall be entitled to receive out of the assets of the Company legally
available for distribution or the proceeds thereof, after payment or provision
for debts and other liabilities of the Company, but before any payment or
distributions of the assets shall be made to holders of Common Stock or any
other class or series of shares of the Company that ranks junior to the Series F
Preferred Stock as to rights upon liquidation, dissolution or winding-up of the
Company, an amount equal to the Liquidation Preference per share of Series F
Preferred Stock. If upon such voluntary or involuntary liquidation, dissolution
or winding-up, there are insufficient assets to permit full payment of
liquidating distributions to the holders of Series F Preferred Stock and any
Parity Preferred Stock as to rights upon liquidation, dissolution or winding-up
of the Company, all payments of liquidating distributions on the Series F
Preferred Stock and such Parity Preferred Stock shall be made so that the
payments on the Series F Preferred Stock and such Parity Preferred Stock shall
in all cases bear to each other the same ratio that the respective rights of the
Series F Preferred Stock and such other Parity Preferred Stock (which shall not
include any accumulation in respect of unpaid distributions for prior
distribution periods if such Parity Preferred Stock does not have cumulative
distribution rights) upon liquidation, dissolution or winding-up of the Company
bear to each other.

                  (b) Notice. Written notice of any such voluntary or
involuntary liquidation, dissolution or winding-up of the Company, 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) first class mail, postage prepaid, not less than 30 and not more than
60 days prior to the payment date stated therein, to each record holder of the
Series F Preferred Stock at the respective addresses of such holders as the same
shall appear on the share transfer records of the Company.




                                      -4-



                  (c) No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series F
Preferred Stock will have no right or claim to any of the remaining assets of
the Company.

                  (d) 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 Company to, or the consolidation or merger or other
business combination of the Company with or into, any corporation, trust or
other entity (or of any corporation, trust or other entity with or into the
Company) or a statutory share exchange shall not be deemed to constitute a
liquidation, dissolution or winding-up of the Company.

         Section 5. Optional Redemption.

                  (a) Right Of Optional Redemption. The Series F Preferred Stock
may not be redeemed prior to May 1, 2005. On or after such date, the Company
shall have the right to redeem the Series F Preferred Stock, in whole (but not
in part), at any time, upon not less than 30 nor more than 60 days' written
notice, at a redemption price, payable in cash, equal to the Liquidation
Preference (the "Series F Redemption Price") to the date of redemption.

                  (b) Limitation On Redemption. The redemption price of the
Series F Preferred Stock (other than the portion thereof consisting of
accumulated but unpaid distributions) will be payable solely out of the sale
proceeds of equity securities of the Company and from no other source.

                  (c) Procedures For Redemption.

                           (i) Notice of redemption will be (A) faxed, and (B)
mailed by the Company, postage prepaid not less than 30 nor more than 60 days
prior to the redemption date, addressed to the respective holders of record of
the Series F Preferred Stock to be redeemed at their respective addresses as
they appear on the transfer records of the Company. No failure to give or defect
in such notice shall affect the validity of the proceedings for the redemption
of any Series F Preferred Stock except as to the holder to whom such notice was
defective or not given. In addition to any information required by law or by the
applicable rules of any exchange upon which the Series F Preferred Stock may be
listed or admitted to trading, each such notice shall state: (u) the redemption
date, (v) the redemption price, (w) the number of shares of Series F Preferred
Stock to be redeemed, (x) the place or places where such shares of Series F
Preferred Stock are to be surrendered for payment of the redemption price, (y)
that distributions on the Series F Preferred Stock to be redeemed will cease to
accumulate on such redemption date and (z) that payment of the redemption price
and any accumulated and unpaid distributions will be made upon presentation and
surrender of such Series F Preferred Stock. If fewer than all of the shares of
Series F Preferred Stock held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of shares of Series F
Preferred Stock held by such holder to be redeemed.

                           (ii) If the Company gives a notice of redemption in
respect of Series F Preferred Stock (which notice will be irrevocable) then, by
12:00 noon, New York City time, on






                                      -5-



the redemption date, the Company will deposit irrevocably in trust for the
benefit of the Series F Preferred Stock being redeemed funds sufficient to pay
the applicable Series F Redemption Price, and will give irrevocable instructions
and authority to pay such Series F Redemption Price to the holders of the Series
F Preferred Stock being redeemed upon surrender of the certificate evidencing
the Series F Preferred Stock being redeemed by such holders at the place
designated in the notice of redemption. On and after the date of redemption,
distributions will cease to accumulate on the Series F Preferred Stock called
for redemption, unless the Company defaults in the payment thereof. If any date
fixed for redemption of Series F Preferred Stock is not a Business Day, then
payment of the 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 F Redemption Price or any
accumulated or unpaid distributions in respect of the Series F Preferred Stock
is improperly withheld or refused and not paid by the Company, distributions on
such Series F Preferred Stock 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
applicable Series F Redemption Price.

                  (d) Status of Redeemed or Repurchased Stock. Any Series F
Preferred Stock that shall at any time have been redeemed or repurchased shall,
after such redemption, have the status of authorized but unissued preferred
stock, until such shares are once more designated as part of a particular class
or series by the Board of Directors.

         Section 6. Voting Rights.

                  (a) General. Holders of the Series F Preferred Stock will not
have any voting rights, except as set forth below.

                  (b) Right To Elect Directors.

                           (i) If at any time distributions shall be in arrears
with respect to six (6) prior quarterly distribution periods (including
quarterly periods on the Series C Preferred Units of Price Development Company,
Limited Partnership ("Series C Preferred Units") prior to the exchange into
Series F Preferred Stock), whether or not consecutive, and shall not have been
paid in full (a "Preferred Distribution Default"), the authorized number of
members of the Board of Directors shall automatically be increased by two and
the holders of record of such Series F Preferred Stock, voting together as a
single class with the holders of each class or series of Parity Preferred Stock
upon which like voting rights have been conferred and are exercisable, will be
entitled to fill the vacancies so created by electing two additional directors
to serve on the Company's Board of Directors (the "Preferred Stock Directors")
at a special meeting called in accordance with Section 6(b)(ii) hereof and at
the next annual meeting of stockholders, and at each subsequent annual meeting
of stockholders or special meeting held in place thereof, until all such
distributions in arrears and distributions for the current quarterly period on
the Series F Preferred Stock and each such class or series of Parity Preferred
Stock have been paid in full.




                                      -6-


                           (ii) At any time when such voting rights shall have
vested, a proper officer of the Company may, and, upon written request
(addressed to the Secretary at the principal office of the Company) of holders
of record of at least 10% of the outstanding shares of Series F Preferred Stock,
shall, call or cause to be called a special meeting of the holders of Series F
Preferred Stock and all the series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable (collectively, the "Parity
Securities") by notice in accordance with the By-laws of the Company for a
special meeting of the stockholders of the Company or as required by law to such
holders a notice of such special meeting to be held not less than ten and not
more than 45 days after the date such notice is given. The record date for
determining holders of the Parity Securities entitled to notice of and to vote
at such special meeting will be the close of business on the third Business Day
preceding the day on which such notice is mailed. At any such special meeting,
all of the holders of the Parity Securities, by plurality vote, voting together
as a single class without regard to series will be entitled to elect two
directors on the basis of one vote per $25 of liquidation preference to which
such Parity Securities are entitled by their terms (excluding amounts in respect
of accumulated and unpaid dividends) and not cumulatively. The holder or holders
of one-third of the votes of the Parity Securities then outstanding, present in
person or by proxy, will constitute a quorum for the election of the Preferred
Stock Directors except as otherwise provided by law. Notice of all meetings at
which holders of the Series F Preferred Stock shall be entitled to vote will be
given to such holders at their addresses as they appear in the transfer records.
At any such meeting or adjournment thereof in the absence of a quorum, subject
to the provisions of any applicable law, the holders of a majority of the Parity
Securities present in person or by proxy shall have the power to adjourn the
meeting for the election of the Preferred Stock Directors, without notice other
than an announcement at the meeting, until a quorum is present. If a Preferred
Distribution Default shall terminate after the notice of a special meeting has
been given but before such special meeting has been held, the Company shall, as
soon as practicable after such termination, mail or cause to be mailed notice of
such termination to holders of the Series F Preferred Stock that would have been
entitled to vote at such special meeting.

                           (iii) If and when all accumulated distributions and
the distribution for the current distribution period on the Series F Preferred
Stock shall have been paid in full or a sum sufficient for such payment is
irrevocably deposited in trust for payment, the holders of the Series F
Preferred Stock shall be divested of the voting rights set forth in Section
6(b)(i) herein (subject to revesting in the event of each and every Preferred
Distribution Default) and, if all distributions in arrears and the distributions
for the current distribution period have been paid in full or set aside for
payment in full on all other classes or series of Parity Preferred Stock upon
which like voting rights have been conferred and are exercisable, the term and
office of each Preferred Stock Director so elected shall terminate. Any
Preferred Stock Director may be removed at any time with or without cause by the
holders of record of a majority of the votes of the outstanding Parity
Securities entitled to vote on such matter voting together as a single class
(and shall not otherwise be removed). So long as a Preferred Distribution
Default shall continue, any vacancy in the office of a Preferred Stock Director
may be filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record of a
majority of the votes of the outstanding Parity Securities entitled to vote on
such matter voting together as a single class. The Preferred Stock Directors
shall each be entitled to one vote per director on any matter.





                                      -7-


                  (c) Certain Voting Rights. So long as any Series F Preferred
Stock or Series C Preferred Units exchangeable into Series F Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote of the
holders of at least two-thirds of the Series F Preferred Stock outstanding at
the time (i) designate or create, or increase the authorized or issued amount
of, any class or series of shares ranking prior to the Series F Preferred Stock
with respect to payment of distributions or rights upon liquidation, dissolution
or winding-up or reclassify any authorized shares of the Company into any such
shares, or create, authorize or issue any obligations or security convertible
into or evidencing the right to purchase any such shares, (ii) designate or
create, or increase the authorized or issued amount of, any Parity Preferred
Stock or reclassify any authorized shares of the Company into any such shares,
or create, authorize or issue any obligations or security convertible into or
evidencing the right to purchase any such shares, but only to the extent such
Parity Preferred Stock is issued to an affiliate of the Company, or (iii) either
(A) consolidate, merge into or with, or convey, transfer or lease its assets
substantially as an entirety, to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the Company's Certificate of Incorporation or
By-laws, whether by merger, consolidation or otherwise, in each case that would
materially and adversely affect the powers, special rights, preferences,
privileges or voting power of the Series F Preferred Stock or the holders
thereof; provided, however, that with respect to the occurrence of a merger,
consolidation or a sale or lease of all of the Company's assets as an entirety,
so long as (y) the Company is the surviving entity and the Series F Preferred
Stock remains outstanding with the terms thereof unchanged, or (z) the
resulting, surviving or transferee entity is a corporation organized under the
laws of any state and substitutes for the Series F Preferred Stock other
preferred stock having substantially the same terms and same rights as the
Series F Preferred Stock, including with respect to distributions, voting rights
and rights upon liquidation, dissolution or winding-up, then the occurrence of
any such event shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers of the holders of the Series F
Preferred Stock; and provided, further, that any increase in the amount of
authorized preferred stock or the creation or issuance of any other class or
series of preferred stock, or any increase in an amount of authorized shares of
each class or series, in each case ranking either (I) junior to the Series F
Preferred Stock with respect to payment of distributions and the distribution of
assets upon liquidation, dissolution or winding-up, or (II) on a parity with the
Series F Preferred Stock with respect to payment of distributions or the
distribution of assets upon liquidation, dissolution or winding-up to the extent
such preferred stock is not issued to an affiliate of the Company, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

         Section 7. No Conversion Rights. The holders of the Series F Preferred
Stock shall not have any rights to convert such shares into shares of any other
class or series of stock or into any other securities of, or interest in, the
Company.

         Section 8. No Sinking Fund. No sinking fund shall be established for
the retirement or redemption of Series F Preferred Stock.

         Section 9. No Preemptive Rights. No holder of the Series F Preferred
Stock of the Company shall, as such holder, have any preemptive rights to
purchase or subscribe for additional shares of stock of the Company or any other
security of the Company which it may issue or sell.





                                      -8-


         Section 10. Ownership Limitations. The shares of Series F Preferred
Stock are subject to the restrictions on transferability and ownership
provisions described in Article IV of the Certificate of Incorporation. The
ownership limit as described in Article IV of the Certificate of Incorporation
(the "Ownership Limit") shall mean the ownership of more than 7.5% of the value
of the outstanding shares of equity securities of the Company, including the
Series F Preferred Stock, is restricted in order to preserve the Company's
status as a REIT for U.S. federal income tax purposes. Subject to certain
limitations described in Article IV of the Certificate of Incorporation, the
Board of Directors may modify the Ownership Limit, though the Ownership Limit
may not be increased by the Board of Directors to more than 9.8%. In addition,
Article IV of the Certificate of Incorporation limits the ownership of "Existing
Holders" and also limits transfers that would cause the Company to become
"closely held" within the meaning of Section 856(h) of the Code. Notwithstanding
anything to the contrary contained herein, the provisions hereof shall not limit
or prohibit the purchase by the Company of shares of any class or series of
equity securities pursuant to Article IV of the Certificate of Incorporation.

                  IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed in its name and on its behalf and attested to by
duly authorized officers on this 10th day of July, 2002.

                             GENERAL GROWTH PROPERTIES, INC.



                             By:/s/ Bernard Freibaum
                                ---------------------------------
                                  Name:  Bernard Freibaum
                                  Title: Executive Vice President

WITNESS:



By:/s/ Marshall E. Eisenberg
   -----------------------------------------
     Name:  Marshall E. Eisenberg
     Title: Secretary





                                      -9-

EX-4.6

                                                                     EXHIBIT 4.6


                            CERTIFICATE OF CORRECTION
                                       OF
                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
         RIGHTS OF 8.95% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES G
                                       OF
                         GENERAL GROWTH PROPERTIES, INC.

It is hereby certified that:

         1. The name of the corporation (hereinafter called the "Company") is
General Growth Properties, Inc.

         2. The Certificate of Designations, Preferences and Rights of 8.95%
Cumulative Redeemable Preferred Stock, Series G, which was filed with the
Secretary of State of Delaware on April 17, 2002, is hereby corrected.

         3. Section IV(a) of said instrument currently contains an inaccuracy in
that the word "special" was omitted from clause (iii) thereof.

         4. Article IV(a) of said instrument in its corrected form is as
follows:

                           "(a) So long as any shares of Series G Preferred
                  Stock remain outstanding, the Company shall not, without the
                  affirmative vote or consent of the holders of at least
                  fifty-one percent (51%) of the shares of Series G Preferred
                  Stock outstanding at the time, given in person or by proxy,
                  either in writing or at a meeting (such series voting
                  separately as a class), (i) authorize or create, or increase
                  the authorized or issued amount of, any class or series of
                  shares of Capital Stock ranking senior to the Series G
                  Preferred Stock with respect to the payment of dividends or
                  the distribution of assets upon voluntary or involuntary
                  liquidation, dissolution or winding-up of the Company or
                  reclassify any Common Stock into Capital Stock ranking senior
                  to or on parity with the Series G Preferred Stock with respect
                  to the payment of dividends or the distribution of assets upon
                  voluntary or involuntary liquidation, dissolution or
                  winding-up of the Company, (ii) issue additional shares of
                  Series G Preferred Stock (other than those issued in exchange
                  for Series B Preferred Units



                  pursuant to the operating agreement of GGPLP L.L.C.) or (iii)
                  amend, alter or repeal the provisions of the Certificate of
                  Incorporation or this Certificate of Designations, whether by
                  merger, consolidation or otherwise (an "Event"), so as to
                  negate the provisions of clause (i) or (ii) of this paragraph
                  or materially and adversely affect any special right,
                  preference, privilege or voting power of the holders of Series
                  G Preferred Stock; provided, however, (A) with respect to the
                  occurrence of any of the Events set forth in clause (iii) of
                  this paragraph, so long as shares of Series G Preferred Stock
                  remain outstanding with the terms thereof materially
                  unchanged, taking into account that, upon the occurrence of an
                  Event, the Company may not be the surviving entity, the
                  occurrence of any such Event shall not be deemed to materially
                  and adversely affect such rights, preferences, privileges or
                  voting power of holders of the Series G Preferred Stock and
                  (B) any increase in the amount of the authorized Preferred
                  Stock or any series of the Preferred Stock or the creation or
                  issuance of any other series of Preferred Stock, in each case
                  ranking on a parity with or junior to the Series G Preferred
                  Stock with respect to payment of dividends and the
                  distribution of assets upon voluntary or involuntary
                  liquidation, dissolution or winding-up of the Company, shall
                  not be deemed to materially and adversely affect such rights,
                  preferences, privileges or voting powers."


         IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by Bernard Freibaum, being the Executive Vice President of the Company,
this 29th day of April, 2002.

                                     GENERAL GROWTH PROPERTIES, INC.


                                     By: /s/ Bernard Freibaum
                                         -----------------------------------
                                         Name:    Bernard Freibaum
                                         Title:   Executive Vice President

EX-10.2

                                                                    EXHIBIT 10.2

                               As of June 14, 2002


General Growth Properties, Inc.
GGP Limited Partnership
GGP Acquisition, L.L.C.
GGP Acquisition II, L.L.C.
110 North Wacker Drive
Chicago, Illinois  60606
Attention:  Bernard Freibaum

         Re:  JP REALTY, INC. AND PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP

Gentlemen:

         Reference is made to the letter agreement, dated March 3, 2002 (the
"Voting Agreement"), a copy of which is attached hereto as Schedule A, among Mr.
John Price and the entities set forth on Schedule I thereto, General Growth
Properties, Inc., a Delaware corporation ("General Growth"), GGP Limited
Partnership, a Delaware limited partnership ("GGP"), GGP Acquisition, L.L.C., a
Delaware limited liability company ("Acquisition"), and GGP Acquisition II,
L.L.C., a Maryland limited liability company ("Partnership Acquisition").
Capitalized terms used herein without definition shall have the meanings
specified in the Voting Agreement. This letter agreement (the "Agreement") shall
serve to confirm the parties' understanding and agreement with respect to the
transfer, in the aggregate, of 1,084,508 common units of limited partnership
interest in JP Partnership (the "Transferred Partnership Interests") by Boise
Mall Investment Company, Ltd., Cache Valley Mall Partnership, Ltd., Pine Ridge
Development Company, Ltd., Price Commerce, Ltd., Price East Bay, Ltd., Price
Eugene Bailey Company, Ltd., Price Fremont Company, Ltd., Price Glendale
Company, Ltd., Price Plaza 800 Company, Ltd., Price Riverside Company, Ltd.,
Price Rock Springs Company, Ltd., Red Cliffs Mall Investment Company, Ltd. and
Tech Park II Company, Ltd. to the undersigned (collectively, the "New Holders").
Each New Holder acknowledges that: (a) such New Holder is the Beneficial Owner
of the number of Transferred Partnership Interests set forth opposite such New
Holder's name on Schedule B hereto, and (b) General Growth, GGP, Acquisition and
Partnership Acquisition are relying upon the representations, warranties,
covenants and other agreements of the New Holders made (or deemed made) herein.

         1.    Agreement to be Bound. Each New Holder hereby agrees to be bound
by each and every term and provision of the Voting Agreement with respect to its
Transferred Partnership Interests, and acknowledges, therefore, that such New
Holder, among other things, will be deemed: (a) a Holder, (b) to have made the
representations and warranties set forth in the Voting Agreement, (c) to have
granted the proxy set forth in Section 1(b) of the Voting Agreement with respect
to all of its Transferred Partnership Interests and (d) to have appointed an
agent for service of process as set forth in Section 4(e) of the Voting
Agreement.



         2.    Confirmation of Obligations. To the extent a New Holder is
already a party to the Voting Agreement, such New Holder's obligations as a
Holder shall not be reduced in any way as a result of this Agreement and such
obligations shall be deemed to have been ratified and confirmed by virtue of
such New Holder's execution and delivery of this Agreement.

         3.    Miscellaneous.

               (a)  Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, sent by overnight courier (providing proof of
delivery) or sent by telecopy (providing confirmation of transmission to the
parties), postage prepaid to the parties at the following addresses or telecopy
numbers (or at such other addresses or telecopy number as shall be specified by
like notice):

                    (i)  If to General Growth, GGP, Acquisition
                         or Partnership Acquisition:

                         110 North Wacker Drive
                         Chicago, Illinois  60606
                         Telecopy No. (312) 960-5463
                         Attention:  Mr. Bernard Freibaum

                         with a copy to:

                         Neal, Gerber & Eisenberg
                         2 North LaSalle Street
                         Suite 2200
                         Chicago, Illinois  60602
                         Telecopy No. (312) 269-1747
                         Attention:  Marshall E. Eisenberg, Esq.

                    (ii) If to a New Holder, to the address noted on Schedule B
                         hereto.

         (b)   Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall, as to each New Holder, become effective when one or more counterparts
have been signed by GGP, General Growth and such New Holder.


                                       2



         Please indicate your agreement with the foregoing by signing a copy of
this Agreement in the space indicated below.

                                        Very truly yours,



                                        /s/ John Price
                                        ----------------------------------------
                                        John Price

                                        FAIRFAX HOLDING, L.L.C.


                                        By:  /s/ John Price
                                             -----------------------------------
                                             John Price

                                        By:  JPET II Company, Limited
                                             Partnership, a Utah partnership

                                             By:  /s/ John Price
                                                  ------------------------------
                                                  John Price, General Partner


                                        /s/ Warren P. King
                                        ----------------------------------------
                                        Warren P. King


                                        /s/ G. Rex Frazier
                                        ----------------------------------------
                                        G. Rex Frazier


                                        /s/ Paul K. Mendenhall
                                        ----------------------------------------
                                        Paul K. Mendenhall


                                        /s/ Tom Mulkey
                                        ----------------------------------------
                                        Tom Mulkey


                                        /s/ Greg Curtis
                                        ----------------------------------------
                                        Greg Curtis


                                        /s/ Martin Peterson
                                        ----------------------------------------
                                        Martin Peterson


                                       3


                                        /s/ Michael Frei
                                        ----------------------------------------
                                        Michael Frei


                                        /s/ Carl Olson
                                        ----------------------------------------
                                        Carl Olson


                                        /s/ Steve Price
                                        ----------------------------------------
                                        Steve Price


                                        /s/ David Sabey
                                        ----------------------------------------
                                        David Sabey


                                        /s/ David Fairbourn
                                        ----------------------------------------
                                        David Fairbourn


                                        /s/ Paul Kelley
                                        ----------------------------------------
                                        Paul Kelley


                                        /s/ Deidra Price
                                        ----------------------------------------
                                        Deidra Price


                                        /s/ Jennifer Wallin
                                        ----------------------------------------
                                        Jennifer Wallin



                                        HALL INVESTMENT COMPANY


                                        By:  /s/ Dorothy S. Hall
                                             -----------------------------------
                                             Name: Dorothy S. Hall
                                             Title: General Partner




                                       4


ACCEPTED AS OF THE DATE
FIRST ABOVE WRITTEN
(WITHOUT WAIVING ANY
RIGHTS UNDER THE VOTING AGREEMENT).

GENERAL GROWTH PROPERTIES, INC.


By:      /s/ Bernard Freibaum
         -----------------------------------
         Name:  Bernard Freibaum
         Title: Executive Vice President



GGP LIMITED PARTNERSHIP

By:      GENERAL GROWTH PROPERTIES,
         INC., General Partner


         By:      /s/ Bernard Freibaum
                  -----------------------------------
                  Name:  Bernard Freibaum
                  Title: Executive Vice President



GGP ACQUISITION, L.L.C.

By:      GGPLP L.L.C., a Delaware limited liability
         company, Member

         By:      GGP LIMITED PARTNERSHIP,
                  Managing Member

                  By:    GENERAL GROWTH PROPERTIES,
                         INC., General Partner


                         By:    /s/ Bernard Freibaum
                                -----------------------------------
                                Name:  Bernard Freibaum
                                Title: Executive Vice President



                                       5



GGP ACQUISITION II, L.L.C.

By:      GGP LIMITED PARTNERSHIP,
         Member

         By:      GENERAL GROWTH PROPERTIES,
                  INC., General Partner


                  By:    /s/ Bernard Freibaum
                         -----------------------------------
                         Name:  Bernard Freibaum
                         Title: Executive Vice President



                                       6



                                                                      SCHEDULE A



                                VOTING AGREEMENT








                                                                      SCHEDULE B

                                    HOLDERS'

                            SHARE AND UNIT OWNERSHIP



- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                       Number of Units of
                                                                                                     Transferred Partnership
         Name                       Notice Address                    Type of Partner Interests             Interest
         ----                       --------------                    -------------------------             --------
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                            
Mr. John Price               35 Century Park-Way                                OP Units                                 1,268
                             Salt Lake City, UT  84115
- -------------------------------------------------------------------------------------------------------------------------------
Fairfax Holding, LLC         35 Century Park-Way                                OP Units                               989,483
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
Warren P. King               35 Century Park-Way                                OP Units                                   255
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
G. Rex Frazier               35 Century Park-Way                                OP Units                                28,076
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
Paul K. Mendenhall           35 Century Park-Way                                OP Units                                 6,973
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
Tom Mulkey                   2139 E 1700 S                                      OP Units                                 3,191
                             Salt Lake City, UT 84108
- -------------------------------------------------------------------------------------------------------------------------------
Greg Curtis                  35 Century Park-Way                                OP Units                                 2,601
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
Martin Peterson              35 Century Park-Way                                OP Units                                19,286
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
Michael Frei                 2416 Shadowood circle                              OP Units                                 8,594
                             Salt Lake City, UT 84117
- -------------------------------------------------------------------------------------------------------------------------------
Carl Olson                   22 Lone Hallow                                     OP Units                                 2,272
                             Sandy, UT 84092
- -------------------------------------------------------------------------------------------------------------------------------
Hall Investment              2660 East Parley's Way                             OP Units                                14,731
                             Salt Lake City, UT 84109
- -------------------------------------------------------------------------------------------------------------------------------
Steve Price                  35 Century Park-Way                                OP Units                                 2,422
                             Salt Lake City, UT 84115
- -------------------------------------------------------------------------------------------------------------------------------
David Sabey                  3121 American Saddler                              OP Units                                 1,595
                             Park City, UT 84060
- -------------------------------------------------------------------------------------------------------------------------------
David Fairbourn              1718 E 5600 S                                      OP Units                                 1,300
                             Salt Lake City, UT 84121
- -------------------------------------------------------------------------------------------------------------------------------
Paul Kelley                  287 E Linda Loma Dr                                OP Units                                 1,595
                             Centerville, UT 84014
- -------------------------------------------------------------------------------------------------------------------------------
Deidra Price                 1710 Avenida Del Mundo #1109                       OP Units                                   433
                             Coronado, CA 92118
- -------------------------------------------------------------------------------------------------------------------------------
Jennifer Wallin              697 Richland Drive                                 OP Units                                   433
                             Salt Lake City, UT 84103
- -------------------------------------------------------------------------------------------------------------------------------

EX-10.3

                                                                    EXHIBIT 10.3

                                 THIRD AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GGP LIMITED PARTNERSHIP

         THIS THIRD AMENDMENT (the "Third Amendment") is made and entered into
on the 15th day of February, 2002, by and among the undersigned parties.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership (the "Partnership") exists pursuant to that certain Second Amended
and Restated Agreement of Limited Partnership of GGP Limited Partnership dated
as of April 1, 1998, as amended by that certain First Amendment thereto dated as
of June 10, 1998, and that certain Second Amendment thereto dated as of June 29,
1998 (such Second Amended and Restated Agreement of Limited Partnership, as so
amended, the "Second Restated Partnership Agreement"), and the Delaware Revised
Uniform Limited Partnership Act;

         WHEREAS, General Growth Properties, Inc., a Delaware corporation, is
the general partner of the Partnership (the "General Partner"); and

         WHEREAS, the parties hereto, being the sole general partner of the
Partnership and the holders of a Majority-in-Interest of the Common Units (as
defined in the Second Restated Partnership Agreement) desire to amend the Second
Restated Partnership Agreement to reflect certain understandings among them as
set forth herein.

         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, the parties hereto do hereby agree
as follows:

         1. CAPITALIZED TERMS. Capitalized terms used but not defined herein
shall have the definitions assigned to such terms in the Second Restated
Partnership Agreement, as amended hereby.

         2. ADDITIONAL DEFINITIONS. Section 1.1 of the Second Restated
Partnership Agreement is hereby amended by inserting the following new
definitions:

                  "Preferred Units" shall mean the Series A Preferred Units and
         any other series of preferred units of limited partnership interest in
         the Partnership that are established and issued from time to time in
         accordance with the terms hereof.

                  "Stock Plans" shall mean the Incentive Stock Plan and the
         other option, stock purchase and/or dividend reinvestment plans of the
         General Partner or the Partnership that are in effect from time to
         time.


                                       2



         3. AMENDED DEFINITIONS.

              (a) The definition of "Common Units" set forth in Section 1.1 of
         the Second Restated Partnership Agreement is hereby deleted in its
         entirety and the following is hereby inserted in its place and stead:

              "'Common Units' shall mean all Units other than Preferred Units."

              (b) The definition of "Percentage Interest" set forth in Section
         1.1 of the Second Restated Partnership Agreement is hereby deleted in
         its entirety and the following is hereby inserted in its place and
         stead:

                  "'Percentage Interest' shall mean, with respect to any Partner
         at any time, the percentage ownership interest of such Partner in the
         Partnership at such time, which percentage ownership interest shall be
         equal to the quotient of the number of Common Units owned by such
         Partner at such time divided by the aggregate number of issued and
         outstanding Common Units at such time, and any holder of Preferred
         Units shall have a 0% Percentage Interest in respect of such Preferred
         Units. The Percentage Interest of each Partner on the date hereof is
         set forth opposite its name on Exhibit A."

         4. ADDITIONAL FUNDS. Section 4.3(b) of the Second Restated Partnership
Agreement is hereby deleted in its entirety and the following is hereby inserted
in its place and stead:

                  "(b) Effective on each Adjustment Date and without the consent
         of any other Partner, the Partnership shall issue to the General
         Partner (i) with respect to Contributed Funds relating to an issuance
         by the General Partner of Common Stock, the number of additional Common
         Units equal to the product of (x) the number of shares of Common Stock
         issued by the General Partner in connection with obtaining such
         Contributed Funds, and (y) the Conversion Factor, and (ii) with respect
         to Contributed Funds relating to an issuance by the General Partner of
         Series A Preferred Shares, an equal number of Series A Preferred Units.
         The General Partner shall be authorized on behalf of each of the
         Partners to amend this Agreement to reflect the issuance of Units in
         accordance with Sections 4.3 and 4.4 in the event that the General
         Partner deems such amendment to be desirable."

         5. STOCK PLANS. Section 4.4 of the Second Restated Partnership
Agreement is hereby deleted in its entirety and the following is hereby inserted
in its place and stead:

                  "4.4 STOCK PLANS. If at any time or from time to time options
         granted in connection with the General Partner's Stock Incentive Plan
         or any other Stock Plan are exercised in accordance with the terms
         thereof or shares of Common Stock are otherwise issued pursuant to any
         of the Stock Plans:

                           (a) the General Partner shall, as soon as practicable
                  after such exercise or other issuance, contribute to the
                  capital of the Partnership an amount equal to the exercise
                  price or other purchase price paid to the General Partner by
                  the exercising or purchasing party in connection with such
                  exercise or issuance; and


                                       2




                           (b) the Partnership shall issue to the General
                  Partner, with respect to any exercise of options or purchase
                  of shares of Common Stock pursuant to the Stock Plans, the
                  number of additional Common Units equal to the product of (i)
                  the number of shares of Common Stock issued by the General
                  Partner in connection with such exercise or purchase,
                  multiplied by (ii) the Conversion Factor."

         6. DISTRIBUTIONS WITH RESPECT TO COMMON UNITS. Section 5.2(a) of the
Second Restated Partnership Agreement is hereby deleted in its entirety and the
following is hereby inserted in its place and stead: -

                  "5.2  DISTRIBUTIONS WITH RESPECT TO COMMON UNITS.

                  (a) Subject to the terms of the Preferred Units and after
         giving effect to the same, the General Partner shall, from time to time
         as determined by the General Partner (but in any event not less
         frequently than quarterly), cause the Partnership to distribute all or
         a portion of the remaining Net Operating Cash Flow to the holders of
         Common Units on the relevant Partnership Record Date in such amounts as
         the General Partner shall determine; provided, however, that all such
         distributions shall be made pro rata in accordance with the Partners'
         then Percentage Interests; and provided further, that notwithstanding
         anything to the contrary contained herein, the General Partner shall
         use its best efforts to cause the Partnership to distribute sufficient
         amounts to enable the General Partner to pay shareholder dividends that
         will (i) satisfy the requirements for qualifying as a REIT under the
         Code and Regulations ("REIT Requirements"), and (ii) avoid any federal
         income or excise tax liability of the General Partner."

         7. DISTRIBUTIONS WITH RESPECT TO SERIES A PREFERRED UNITS. Section
5.9(c) of the Second Restated Partnership Agreement is hereby deleted in its
entirety and the following is hereby inserted in its place and stead:

                  "(c) If the Partnership has not authorized and paid full
         cumulative distributions with respect to the Series A Preferred Units
         for all past distribution periods and the then current distribution
         period, or has not authorized and set apart a sum sufficient for the
         payment thereof, then the Partnership shall not authorize, pay or set
         aside for payment any distributions with respect to the Common Units or
         any other series of Preferred Units (other than distributions made in
         the form of Common Units or Preferred Units, as the case may be), nor
         shall the Partnership redeem, purchase or otherwise acquire any Common
         Units or Preferred Units of any other series (or set apart any monies
         as a sinking fund for such purpose) for any consideration other than
         Common Units or Preferred Units, as the case may be (including without
         limitation in connection with the exercise of Rights)."

                                       3


         8. POWERS AND DUTIES OF GENERAL PARTNER. Section 6.2 of the Second
Restated Partnership Agreement is hereby amended by inserting the phrase "but
without limiting the foregoing grant of power, authority and discretion" after
the word "hereof" and before the comma in the twelfth line thereof.

         9. MAJOR DECISIONS. Section 6.3(a) of the Second Restated Partnership
Agreement is hereby amended by inserting the phrase "and other than as provided
in other sections hereof" after the word "hereof" and before the period in the
last line of such section.

         10. DISTRIBUTIONS ON DISSOLUTION. Section 7.2(d) of the Second Restated
Partnership Agreement is hereby deleted in its entirety and the following is
hereby inserted in its place and stead:

              (a) Payment to the holders of Preferred Units in accordance with
         the terms of thereof; and

              (b) To the Partners holding Common Units in accordance with their
         respective Percentage Interests."

         11. LIQUIDATION PREFERENCE OF SERIES A PREFERRED UNITS. The phrase "or
other series of Preferred Units" is hereby added after the word "Units" and
before the period in the last line of Section 7.8(a) of the Second Restated
Partnership Agreement.

         12. AMENDMENTS. The second sentence of Section 13.7 of the Second
Restated Partnership Agreement is hereby deleted in its entirety and the
following is hereby inserted in its place and stead:

                  "Notwithstanding anything to the contrary contained herein,
         (a) without the written consent of a Limited Partner, this Agreement
         may not be amended to convert such Limited Partner's partnership
         interest in the Partnership to a general partnership interest (or
         otherwise adversely affect such Limited Partner's limited liability)
         and (b) without the written consent of a Limited Partner holding Common
         Units, this Agreement may not be amended to materially adversely affect
         such Limited Partner's rights to distributions or allocations in
         respect of such Common Units except in connection with the admission of
         Additional Partners or unless such amendment affects the Bucksbaum
         Limited Partners in the same manner on a Unit-for-Unit basis."

         13. NEW EXHIBIT A. Exhibit A to the Second Restated Partnership
Agreement, identifying the Partners, the number of Units owned by them and their
respective Percentage Interests, if any, is hereby deleted in its entirety and
the Exhibit A in the form attached hereto is hereby inserted in its place and
stead.

         14. OTHER PROVISIONS UNAFFECTED. Except as expressly amended hereby,
the Second Restated Partnership Agreement shall remain in full force and effect
in accordance with its terms.



                                       4


         IN WITNESS WHEREOF, the undersigned have executed this Third Amendment
on the day and year first above written.


GENERAL PARTNER:
- ---------------

GENERAL GROWTH PROPERTIES, INC.,
 a Delaware corporation

By: /s/ Bernard Freibaum
    -----------------------------------------
    Its: Executive Vice President/Chief Financial Officer


LIMITED PARTNERS:
- -----------------

M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

By:      GENERAL TRUST COMPANY, not
         individually but solely as Trustee
         of Martin Investment Trust G, a partner


         By: /s/ Marshall E. Eisenberg
             -------------------------
             Its: President

EX-10.4

                                                                    EXHIBIT 10.4



                                    AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GGP LIMITED PARTNERSHIP

         THIS AMENDMENT (the "Amendment") is made and entered into as of the
24th day of April, 2002, by and among the undersigned parties.

                              W I T N E S S E T H:

         WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership (the "Partnership") exists pursuant to that certain Second Amended
and Restated Agreement of Limited Partnership of GGP Limited Partnership dated
as of April 1, 1998, as amended by that certain First Amendment thereto dated as
of June 10, 1998, that certain Second Amendment thereto dated as of June 29,
1998 and that certain Third Amendment thereto dated as of February 15, 2002
(such Second Amended and Restated Agreement of Limited Partnership, as so
amended, the "Second Restated Partnership Agreement"), and the Delaware Revised
Uniform Limited Partnership Act;

         WHEREAS, General Growth Properties, Inc., a Delaware corporation, is
the general partner of the Partnership (the "General Partner"); and

         WHEREAS, the parties hereto, being the sole general partner of the
Partnership and the holders of a Majority-in-Interest of the Common Units (as
defined in the Second Restated Partnership Agreement), desire to amend the
Second Restated Partnership Agreement as provided herein.

         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, the parties hereto do hereby agree
as follows:

         1. CAPITALIZED TERMS. Capitalized terms used but not defined herein
shall have the definitions assigned to such terms in the Second Restated
Partnership Agreement, as amended hereby.

         2. AMENDMENT TO SECTION 8.4. Section 8.4 of the Second Restated
Partnership Agreement is hereby deleted in its entirety and the following is
hereby inserted in lieu thereof :

                  "8.4 Restrictions on Transfer. In addition to any other
         restrictions on transfer herein contained, in no event may any transfer
         or assignment of Units by any Partner be made (i) to any Person who
         lacks the legal right, power or capacity to own Units; (ii) in
         violation of any provision of any mortgage or trust deed (or the note
         or bond secured thereby) constituting a Lien against a Property or any
         part thereof, or other instrument, document or agreement to which the
         Partnership or any Property Partnership is a party or





                                      D-1



         otherwise bound; (iii) in violation of applicable law; (iv) of any
         component portion of a Unit, such as the Capital Account, or rights to
         Net Operating Cash Flow, separate and apart from all other components
         of such Unit (other than such assignments of the right to receive
         distributions as the General Partner shall approve in writing which
         approval the General Partner may withhold in its sole discretion), (v)
         in the event such transfer would cause the General Partner to cease to
         comply with the REIT Requirements, (vi) if such transfer would cause a
         termination of the Partnership for federal income tax purposes, (vii)
         if such transfer would, in the opinion of counsel to the Partnership,
         cause the Partnership to cease to be classified as a partnership for
         Federal income tax purposes, (viii) if such transfer would cause the
         Partnership to become, with respect to any "benefit plan investor," as
         defined in 29 C.F.R. ss. 2510.3-101(f)(2) (a "Benefit Plan Investor"),
         a "party-in-interest" (as defined in Section 3(14) of ERISA) or a
         "disqualified person" (as defined in Section 4975(e) of the Code), (ix)
         if such transfer would, in the opinion of counsel to the Partnership,
         cause any portion of the assets of the Partnership to constitute assets
         of a Benefit Plan Investor pursuant to 29 C.F.R. ss. 2510.3-101 or (x)
         if such transfer is effectuated through an "established securities
         market" or "secondary market" (or the substantial equivalent thereof)
         within the meaning of Section 7704 of the Code or such transfer causes
         the Partnership to become a "publicly traded partnership" as such term
         is defined in Section 7704(b) of the Code. Notwithstanding anything in
         this Agreement to the contrary:

                           (a) no Limited Partner admitted to the Partnership
                  after June 29, 1998 may sell, assign or otherwise transfer its
                  Units or other interest in the Partnership or any portion
                  thereof to any Foreign Owner (and no interest in such Limited
                  Partner or any Person that directly or indirectly owns an
                  interest in such Limited Partner may be transferred if such
                  Limited Partner shall become a Foreign Owner as the result of
                  such transfer) without the prior written consent of the
                  General Partner (which consent may be given or withheld in the
                  sole discretion of the General Partner); and

                           (b) no other Limited Partner may sell, assign or
                  otherwise transfer its Units or other interest in the
                  Partnership or any portion thereof to any Foreign Owner (and
                  no interest in such Limited Partner or any Person that
                  directly or indirectly owns an interest in such Limited
                  Partner may be transferred if such Limited Partner shall
                  become a Foreign Owner as the result of such transfer) without
                  providing written notice of the same to the General Partner.
                  Any such written notice shall be received by the General
                  Partner at least thirty days prior to any such sale,
                  assignment or other transfer.

         Any sale, assignment or other transfer of Units or other interests in
         the Partnership made in violation of this Agreement (including without
         limitation any sale, assignment or other transfer of Units made without
         giving the notice described above at the time described above) shall be
         null and void ab initio.





                                      D-2


         3. OTHER PROVISIONS UNAFFECTED. Except as expressly amended hereby, the
Second Restated Partnership Agreement shall remain in full force and effect in
accordance with its terms.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      D-3



         IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
day and year first above written.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation


By:      /s/ Bernard Freibaum
         --------------------------------------------
         Its:  Executive Vice President/Chief Financial Officer


LIMITED PARTNERS:


M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

By:      GENERAL TRUST COMPANY, not
         individually but solely as Trustee
         of Martin Investment Trust G, a partner


         By: /s/ Marshall E. Eisenberg
             ----------------------------------------
               Its: President






                                      D-4

EX-10.5

                                                                    EXHIBIT 10.5

                                FOURTH AMENDMENT
                                       TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             GGP LIMITED PARTNERSHIP

         THIS FOURTH AMENDMENT (the "Fourth Amendment") is made and entered into
on the 10th day of July, 2002, by and among the undersigned parties.

                              W I T N E S S E T H:

         WHEREAS, a Delaware limited partnership known as GGP Limited
Partnership (the "Partnership") exists pursuant to that certain Second Amended
and Restated Agreement of Limited Partnership of GGP Limited Partnership dated
as of April 1, 1998, as amended by that certain First Amendment thereto dated as
of June 10, 1998, that certain Second Amendment thereto dated as of June 29,
1998, that certain Third Amendment thereto dated as of February 15, 2002 and
that certain Amendment dated as of April 24, 2002 (such Second Amended and
Restated Agreement of Limited Partnership, as so amended, the "Second Restated
Partnership Agreement"), and the Delaware Revised Uniform Limited Partnership
Act;

         WHEREAS, General Growth Properties, Inc., a Delaware corporation, is
the general partner of the Partnership (the "General Partner");

         WHEREAS, upon the closing of the transactions contemplated pursuant to
that certain Agreement and Plan of Merger dated as of March 3, 2002, among the
Partnership, the General Partner and the other parties thereto (the "Merger
Agreement"), the parties who are designated as "New Limited Partners" on the
signature pages hereto (collectively, the "New Limited Partners") are to receive
Series B Preferred Units (as defined below); and

         WHEREAS, the parties hereto, being the sole general partner of the
Partnership, the holders of a Majority-in-Interest of the Common Units (as
defined in the Second Restated Partnership Agreement) and the New Limited
Partners, desire to amend the Second Restated Partnership Agreement to effect
the creation and issuance of the Series B Preferred Units, to reflect the
issuance of additional Common Units to the General Partner and a certain
transfer of Common Units and to reflect certain other understandings among them
as set forth herein.

         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, the parties hereto do hereby agree
as follows:

         1.    CAPITALIZED TERMS. Capitalized terms used but not defined herein
(including without limitation in attached Schedule A) shall have the definitions
assigned to such terms in the Second Restated Partnership Agreement, as amended
hereby.

         2.    ADDITIONAL DEFINITIONS. Section 1.1 of the Second Restated
Partnership Agreement is hereby amended by inserting the following new
definitions:



               "Aggregate Protected Amount" shall mean, with respect to the
         Obligated Partners, as a group, the aggregate amount of the Protected
         Amounts, if any, of the Obligated Partners, as determined on the date
         in question.

               "Indirect Owner" shall mean, in the case of an Obligated Partner
         that is an entity that is classified as a partnership or disregarded
         entity for federal income tax purposes, any person owning an equity
         interest in such Obligated Partner, and, in the case of any Indirect
         Owner that itself is an entity that is classified as a partnership or
         disregarded entity for federal income tax purposes, any person owning
         an equity interest in such entity.

               "Obligated Partner" shall mean that or those Limited Partners
         listed as Obligated Partners on Exhibit D attached hereto and made a
         part hereof, as such Exhibit may be amended from time to time by the
         General Partner, whether by express amendment to this Agreement or by
         execution of a written instrument by and between any additional
         Obligated Partner being directly affected thereby and the General
         Partner acting on behalf of the Partnership and without the prior
         consent of the Limited Partners (other than the Obligated Partners
         being affected thereby).

               "Partner Nonrecourse Debt" shall mean a liability as defined in
         Regulations Section 1.704-2(b)(4).

               "Protected Amount" shall mean, with respect to any Obligated
         Partner, the amount set forth opposite the name of such Obligated
         Partner on Exhibit D hereto and made a part hereof, as such Exhibit may
         be amended from time to time by an amendment to the Partnership
         Agreement or by execution of a written instrument by and between any
         Obligated Partners being affected thereby and the General Partner,
         acting on behalf of the Partnership and without the prior consent of
         the Limited Partners (other than the Obligated Partners being affected
         thereby); provided, however, that, in the case of an Obligated Partner
         that is an entity that is classified as a partnership or disregarded
         entity for federal income tax purposes, upon the date nine months after
         the death of any Indirect Owner in such Obligated Partner, or upon a
         fully taxable sale or exchange of all of an Indirect Owner's equity
         interest in such Obligated Partner (i.e., a sale or exchange in which
         the transferee's basis in the Indirect Owner's equity interest in the
         Obligated Partner is not determined, in whole or in part, by reference
         to the Indirect Owner's basis in the Obligated Partner), the Protected
         Amount of such Obligated Partner shall be reduced to the extent of the
         Indirect Owner's allocable share of the Obligated Partner's Protected
         Amount. The principles of the preceding sentence shall apply in the
         same manner in the case of any Indirect Owner that itself is an entity
         that is classified as a partnership or disregarded entity for federal
         income tax purposes.

               "Recourse Liabilities" shall mean, as of the date of
         determination, the amount of indebtedness of the Partnership on that
         date other than Nonrecourse Liabilities and Partner Nonrecourse Debt.

         3.    ESTABLISHMENT AND ISSUANCE OF SERIES B PREFERRED UNITS. A new
series of Preferred Units designated as the "8.5% Series B Cumulative
Convertible Preferred Units" (the

                                      -2-


"Series B Preferred Units") is hereby established and shall have such rights,
preferences, limitations and qualifications as are described on Schedule A,
attached hereto and by this reference made a part hereof (in addition to the
rights, preferences, limitations and qualifications contained in the Second
Restated Partnership Agreement to the extent applicable). Pursuant to the Merger
Agreement, the Partnership hereby issues to each New Limited Partner the number
of Series B Preferred Units set forth opposite its name on Exhibit A, attached
hereto and by this reference made a part hereof. Each New Limited Partner is
hereby admitted as a Limited Partner in respect of the Series B Preferred Units
issued to it, and such New Limited Partner hereby agrees to be bound by the
provisions of the Second Restated Partnership Agreement, as the same is amended
hereby and as the same may be amended from time to time, with respect to such
Series B Preferred Units (including without limitation the provisions of
Sections 8.2, 8.4, 9.1, 9.2 and 9.3 thereof).

         4.    NEGATIVE CAPITAL ACCOUNTS. The following new Section 7.8 is
hereby added to the Second Restated Partnership Agreement:

               "7.8 NEGATIVE CAPITAL ACCOUNTS.

               (a) Except as provided in the next sentence and Section 7.8(b),
         no Partner shall be liable to the Partnership or to any other partner
         for any deficit or negative balance which may exist in its Capital
         Account. Upon liquidation of any Obligated Partner's interest in the
         Partnership, whether pursuant to a liquidation of the Partnership or by
         means of a distribution to the Obligated Partner by the Partnership, if
         such Obligated Partner has a deficit balance in its Capital Account,
         after giving effect to all contributions, distributions, allocations
         and adjustments to Capital Accounts for all periods, each such
         Obligated Partner shall contribute to the capital of the Partnership an
         amount equal to its respective deficit balance. Each Obligated Partner
         having such an obligation to restore a deficit Capital Account shall
         satisfy such obligation by the end of the fiscal year of liquidation
         (or, if later, within ninety (90) days following the liquidation and
         dissolution of the Partnership). Any such contribution by an Obligated
         Partner shall be used to make payments to creditors of the Partnership
         and such Obligated Partners (i) shall not be subrogated to the rights
         of any such creditor against the General Partner, the Partnership,
         another Partner, or any Person related thereto, and (ii) hereby waive
         any right to reimbursement, contribution or similar right to which such
         Obligated Partners might otherwise be entitled as a result of the
         performance of their obligations under this Agreement.

               (b) Notwithstanding any other provision of this Agreement, an
         Obligated Partner shall cease to be an Obligated Partner upon the
         earlier of (i) nine months after the death of such Obligated Partner or
         (ii) six months after (A) any date after the third anniversary date of
         the date hereof which is selected by the Obligated Partner as the date
         upon which such Obligated Partner's obligation hereunder shall
         terminate (and for which notice of such date shall be given at least 60
         days prior to such selected date) or (B) an exchange of all of such
         Obligated Partner's remaining Units for shares of Common Stock or
         preferred stock of the General Partner (pursuant to a Rights Agreement)
         or in an otherwise taxable sale or exchange of all of such Obligated
         Partner's Units provided that at the time of, or during such six-month
         period following such event set forth in (ii)(A)

                                      -3-


         or (B), there has not been: (X) an entry of a decree or order for
         relief in respect of the Partnership by a court having jurisdiction
         over a substantial part of the Partnership's assets, or the appointment
         of a receiver, liquidator, assignee, custodian, trustee, sequestrator
         (or other similar official) of the Partnership or of any substantial
         part of its property, or ordering the winding up or liquidation of the
         Partnership's affairs, in an involuntary case under the federal
         bankruptcy laws, as now or hereafter constituted, or any other
         applicable federal or state bankruptcy, insolvency or other similar
         law; or (Y) the commencement against the Partnership of an involuntary
         case under the federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable federal or state bankruptcy,
         insolvency or other similar law; or (Z) the commencement by the
         Partnership of a voluntary case under the federal bankruptcy laws, as
         now or hereafter constituted, or any other applicable federal or state
         bankruptcy, insolvency or other similar law, or the consent by it to
         the entry of an order for relief in an involuntary case under any such
         law or the consent by it to the appointment of or taking possession by
         a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
         other similar official) of the Partnership or of any substantial part
         of its property, or the making by it of a general assignment for the
         benefit of creditors, or the failure of the Partnership generally to
         pay its debts as such debts become due or the taking of any action in
         furtherance of any of the foregoing. Following the passage of the
         six-month period after the event set forth in clause (ii)(A) or (B) of
         this paragraph, an Obligated Partner shall cease to be an Obligated
         Partner at the first time, if any, that all of the conditions set forth
         in (X) through (Z) above are no longer in existence."

         5.    NEW EXHIBIT A. Exhibit A to the Second Restated Partnership
Agreement, identifying the Partners, the number and class or series of Units
owned by them and their respective Percentage Interests, if any, is hereby
deleted in its entirety and the Exhibit A in the form attached hereto is hereby
inserted in its place and stead.

         6.    ALLOCATIONS. Exhibit C of the Second Restated Partnership
Agreement, describing the allocations of the Net Income, Net Loss and/or other
Partnership items, is hereby deleted in its entirety and the Exhibit C in the
form attached hereto is hereby inserted in its place and stead.

         7.    OTHER PROVISIONS UNAFFECTED. Except as expressly amended hereby,
the Second Restated Partnership Agreement shall remain in full force and effect
in accordance with its terms.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      -4-


         IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment
on the day and year first above written.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
a Delaware corporation


By:      /s/ Joel Bayer
         --------------------------------------------
         Joel Bayer, Senior Vice
         President


LIMITED PARTNERS:


M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

By:      GENERAL TRUST COMPANY, not
         individually but solely as Trustee
         of Martin Investment Trust G, a partner


         By: /s/ Marshall E. Eisenberg
             ----------------------------------------
             Marshall E. Eisenberg, President





                                      -5-


NEW LIMITED PARTNERS:

GGP LIMITED PARTNERSHIP, a
Delaware limited partnership, as
attorney-in-fact for each of the
following New Limited Partners:

Cache Valley Mall Partnership, Ltd.
Burke Cloward
Alan Cordano
James Cordano
Greg Curtis
Fairfax Holding, LLC
G. Rex Frazier
Michael Frei
Hall Investment Company
Kenneth Hansen
King American Hospital, Ltd.
Florence King
Warren P. King
Paul K. Mendenhall
Tom Mulkey
North Plains Development Company, Ltd.
North Plains Land Company, Ltd.
Carl E. Olson
Martin G. Peterson
Pine Ridge Land Company, Ltd.
Price Fremont Company, Ltd.
Deirdra Price
John Price
Steven Price
Red Cliffs Mall Investment Company
Taycor Ltd.
Jennifer Wallin
Keith Whatcott
Lena Wilcher, as Trustee of the Lena Wilcher
   Revocable Trust

By:  GENERAL GROWTH PROPERTIES, INC.,
     a Delaware corporation, its general partner


     By: /s/ Joel Bayer
         -------------------------------------------
         Joel Bayer, Executive Vice President


                                      -6-



                                    EXHIBIT A

                                    PARTNERS

                                  SEE ATTACHED











                                       A-1




                                    EXHIBIT C

                                   ALLOCATIONS

1.       Allocation of Net Income and Net Loss.

         (a)   Net Income. Except as otherwise provided herein, Net Income for
any fiscal year or other applicable period shall be allocated in the following
order and priority:

               (1) First, to the General Partner to the extent the cumulative
         Net Loss allocated to the General Partner pursuant to subparagraph
         (b)(5) below exceeds the cumulative Net Income allocated to the General
         Partner pursuant to this subparagraph (a)(1);

               (2) Second, to each Partner in proportion to and to the extent of
         the amount by which the cumulative Net Loss allocated to such Partner
         pursuant to subparagraph (b)(4) exceeds the cumulative Net Income
         allocated to such Partner pursuant to this subparagraph (a)(2);

               (3) Third, to the General Partner until the cumulative Net Income
         allocated to the General Partner pursuant to this subparagraph (a)(3)
         equals the cumulative Net Loss allocated to the General Partner
         pursuant to subparagraph (b)(3);

               (4) Fourth, to each holder of Preferred Units to the extent of
         and in proportion to the excess of (I) the cumulative amount of
         distributions made in respect of such Preferred Units, reduced by in
         the case of the Series B Preferred Units the cumulative Common Unit
         Reallocated Amounts, and increased by in the case of the Series B
         Preferred Units the cumulative Series B Preferred Unit Reallocated
         Amounts, pursuant to the provisos below, over (II) the cumulative
         amount of Net Income allocated to each holder of Preferred Units
         pursuant to this subparagraph (a)(4) and subparagraph (a)(5) for such
         period and all prior periods reduced by the cumulative amount of Net
         Loss allocated to such holder of Preferred Units pursuant to
         subparagraph (b)(2) below for all prior periods; provided, however,
         that in the event the cumulative Net Income allocable to the holders of
         the Common Units pursuant to this subparagraph (a)(4) and subparagraph
         (a)(5) below for such period and all prior periods (before application
         of this proviso for such period) exceeds the cumulative distributions
         made to the holders of Common Units with respect to such Units for such
         period and all prior periods, the Series B Preferred Unit Reallocated
         Amount shall be reallocated pro rata to the holders of Series B
         Preferred Units; and

               (5) Thereafter, to the holders of Common Units pro rata in
         accordance with their Percentage Interests; provided, however, that in
         the event the cumulative distributions made to the holders of Common
         Units with respect to such Units for such period and all prior periods
         exceed the cumulative Net Income allocable to the holders of the Common
         Units pursuant to subparagraph (a)(4) and this subparagraph (a)(5) for
         such period and all prior periods (before application of this proviso
         for such period), the Common Unit Reallocated Amount shall be
         reallocated pro rata to the holders of Common Units.

                                      C-1


         The term "Common Unit Reallocated Amount" shall mean an amount equal to
         the difference between (I) the amount of Net Income allocable to the
         Series B Preferred Units pursuant to subparagraph (a)(4) with respect
         to such fiscal year or other period, and (II) the product obtained by
         multiplying (A) a fraction, the numerator of which is the number of the
         Common Units into which the Series B Preferred Units are convertible
         and the denominator of which is the sum of the number of Common Units
         into which the Series B Preferred Units are convertible plus the number
         of Common Units and (B) the sum of (i) the Net Income allocable to the
         Series B Preferred Units pursuant to subparagraph (a)(4) with respect
         to such fiscal year or other period and (ii) the Net Income allocable
         to the Common Units pursuant to subparagraph (a)(5) with respect to
         such fiscal year or other period. The Common Unit Reallocated Amount
         shall be calculated based on the amounts of Net Income allocable under
         subparagraphs (a)(4) and (a)(5) prior to the application of the
         provisos contained in such subparagraphs with respect to such fiscal
         year or other period.

         The term "Series B Preferred Unit Reallocated Amount" shall mean the
         difference between (I) the amount of Net Income allocable to the Common
         Units pursuant to subparagraph (a)(5) with respect to such fiscal year
         or other period, and (II) the product obtained by multiplying (A) a
         fraction, the numerator of which is the number of Common Units and the
         denominator of which is the sum of the number of Common Units into
         which the Series B Preferred Units are convertible plus the number of
         Common Units and (B) the sum of (i) Net Income allocable to the Series
         B Preferred Units pursuant to subparagraph (a)(4) with respect to such
         fiscal year or other period and (ii) the Net Income allocable to the
         Common Units pursuant to this subparagraph (a)(5) with respect to such
         fiscal year or other period; provided, however, that to the extent the
         allocation of the Series B Preferred Unit Reallocated Amount to the
         holders of Series B Preferred Units would cause such holders on a
         cumulative basis to have been allocated Net Income in excess of
         distributions, the Series B Preferred Unit Reallocated Amount shall be
         reduced by such excess. The Series B Preferred Unit Reallocated Amount
         shall be calculated based on the amounts of Net Income allocable
         pursuant to subparagraphs (a)(4) and (a)(5) prior to the application of
         the provisos contained in such subparagraphs with respect to such
         fiscal year or other period.

         It is the intention of the parties that the application of
         subparagraphs (a)(4) and (a)(5) above will result in corresponding
         return of capital distributions (per Unit) to the Series B Preferred
         Units (on an as-converted basis) and Common Units on a cumulative basis
         and shall be applied and interpreted consistently therewith.

         (b)   Net Loss. Except as otherwise provided herein, Net Loss of the
Partnership for each fiscal year or other applicable period shall be allocated
as follows:

               (1) First, to the holders of Common Units, in proportion to their
         respective Percentage Interests provided that the Net Loss allocated to
         a holder of Common Units pursuant to this Section (b)(1) shall not
         exceed the maximum amount of Net Loss that can be allocated without
         causing a holder of Common Units to have an Adjusted Capital Account
         Deficit (excluding for this purpose any increase to such Adjusted
         Capital Account Deficit for a holder's actual obligation to fund a
         deficit Capital Account balance,

                                      C-2


         including the obligation of an Obligated Partner to fund a deficit
         Capital Account Balance pursuant to Section 7.8 hereof and also
         excluding for this purpose the balance of such holder's Capital Account
         attributable to such holder's Preferred Units, if any);

               (2) Second, to the holders of Preferred Units in proportion to
         each such holder's Capital Account balance in such Preferred Units,
         provided that the Net Loss allocated to a holder of Preferred Units
         pursuant to this Section (b)(1) shall not exceed the maximum amount of
         Net Loss that can be allocated without causing any holder of Preferred
         Units to have an Adjusted Capital Account Deficit (excluding for this
         purpose any increase to such Adjusted Capital Account Deficit for a
         holder's actual obligation to fund a deficit Capital Account balance,
         including the obligation of an Obligated Partner to fund a deficit
         Capital Account Balance pursuant to Section 7.8 hereof);

               (3) Third, to the General Partner, until the General Partner's
         Adjusted Capital Account Deficit (excluding for this purpose any
         increase to such Adjusted Capital Account Deficit for the obligation of
         the General Partner to actually fund a deficit Capital Account balance,
         including any deemed obligation pursuant to Regulation Section
         1.704-(1)(b)(2)(ii)(c)) equals the excess of (i) the amount of Recourse
         Liabilities over (ii) the Aggregate Protected Amount;

                  (4) Fourth, to the Obligated Partners, in proportion to their
         respective Protected Amounts, until such time as the Obligated Partners
         have been allocated an aggregate amount of Net Loss pursuant to this
         subparagraph (b)(4) equal to the Aggregate Protected Amount; and

               (5) Thereafter, to the General Partner.

2.       Special Allocations.

         Notwithstanding any provisions of paragraph 1 of this Exhibit C, the
following special allocations shall be made in the following order:

         (a)   Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a
net decrease in Partnership Minimum Gain for any Partnership fiscal year (except
as a result of conversion or refinancing of Partnership indebtedness, certain
capital contributions or revaluation of the Partnership property as further
outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner
shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to that Partner's share
of the net decrease in Partnership Minimum Gain. The items to be so allocated
shall be determined in accordance with Regulation Section 1.704-2(f). This
paragraph (a) is intended to comply with the minimum gain chargeback requirement
in said section of the Regulations and shall be interpreted consistently
therewith. Allocations pursuant to this paragraph (a) shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant hereto.

         (b)   Minimum Gain Attributable to Partner Nonrecourse Debt. If there
is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt
during any fiscal year (other than due to the conversion, refinancing or other
change in the debt instrument causing it to become partially or wholly
nonrecourse, certain capital contributions, or certain revaluations of

                                      C-3


Partnership property as further outlined in Regulation Section 1.704-2(i)(4)),
each Partner shall be specially allocated items of Partnership income and gain
for such year (and, if necessary, subsequent years) in an amount equal to that
Partner's share of the net decrease in the Minimum Gain Attributable to Partner
Nonrecourse Debt. The items to be so allocated shall be determined in accordance
with Regulation Section 1.704-2(i)(4) and (j)(2). This paragraph (b) is intended
to comply with the minimum gain chargeback requirement with respect to Partner
Nonrecourse Debt contained in said section of the Regulations and shall be
interpreted consistently therewith. Allocations pursuant to this paragraph (b)
shall be made in proportion to the respective amounts required to be allocated
to each Partner pursuant hereto.

         (c)   Qualified Income Offset. In the event a Limited Partner
unexpectedly receives any adjustments, allocations or distributions described in
Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited
Partner has an Adjusted Capital Account Deficit, items of Partnership income and
gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate the Adjusted Capital Account Deficit as quickly as
possible. This paragraph (c) is intended to constitute a "qualified income
offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.

         (d)   Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
for any fiscal year or other applicable period shall be specially allocated to
the Partner that bears the economic risk of loss for the debt (i.e., the Partner
Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are
attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1)).

         (e)   Allocations With Respect to Preferred Unit Redemptions. After
giving effect to the special allocations set forth above, Net Income of the
Partnership shall be allocated to the holders of Preferred Units, at the time of
redemption of such Preferred Units (other than in the case of a redemption
occurring pursuant to a final liquidation of the Partnership), in an amount
equal to the portion of any redemption distribution that exceeds the Liquidation
Preference Amount (other than any accrued but unpaid distribution thereon) per
Preferred Unit established for such Preferred Unit in the applicable Preferred
Unit designation. The character of the items of Net Income allocated to the
holders of Preferred Units pursuant to this subparagraph (e) shall
proportionately reflect the relative amounts of the items of Partnership income
and gain as determined for federal income tax purposes under Section 703(a) of
the Code.

         (f)   Tax Treatment of Conversion of Preferred Units. Upon conversion
of a Preferred Unit(s) into Common Unit(s), the Company will specially allocate
to the converting Partner any Net Income or Net Loss attributable to an
adjustment of Gross Asset Values under subparagraph (b) of the definition of
"Gross Asset Value" until the portion of such Partner's Capital Account
attributable to each Common Unit received upon conversion equals the Capital
Account attributable to a Common Unit at the time of conversion. To the extent
that such allocation is insufficient to bring the portion of the Capital Account
attributable to each Common Unit received upon conversion by the converting
Partner to the Capital Account attributable to a Common Unit at the time of
conversion, a portion of the Capital Account of the non-converting Partners will
be shifted, pro rata in accordance with their relative Capital Account balances,
to the converted Partner and such transaction shall be treated by the
Partnership and the Converting Partner as a transaction defined in Section 721
of the Code.

                                      C-4


         (g)   Curative Allocations. The Regulatory Allocations shall be taken
into account in allocating other items of income, gain, loss, and deduction
among the Partners so that, to the extent possible, the cumulative net amount of
allocations of Partnership items under paragraphs 1 and 2 of this Exhibit C
shall be equal to the net amount that would have been allocated to each Partner
if the Regulatory Allocations had not occurred. This subparagraph (g) is
intended to minimize to the extent possible and to the extent necessary any
economic distortions which may result from application of the Regulatory
Allocations and shall be interpreted in a manner consistent therewith. For
purposes hereof, "Regulatory Allocations" shall mean the allocations provided
under subparagraphs 2(a) through (d).

3.       Tax Allocations.

         (a)   Generally. Subject to paragraphs (b) and (c) hereof, items of
income, gain, loss, deduction and credit to be allocated for income tax purposes
(collectively, "Tax Items") shall be allocated among the Partners on the same
basis as their respective book items.

         (b)   Sections 1245/1250 Recapture. If any portion of gain from the
sale of property is treated as gain which is ordinary income by virtue of the
application of Code Sections 1245 or 1250 ("Affected Gain"), then (A) such
Affected Gain shall be allocated among the Partners in the same proportion that
the depreciation and amortization deductions giving rise to the Affected Gain
were allocated and (B) other Tax Items of gain of the same character that would
have been recognized, but for the application of Code Sections 1245 and/or 1250,
shall be allocated away from those Partners who are allocated Affected Gain
pursuant to Clause (A) so that, to the extent possible, the other Partners are
allocated the same amount, and type, of capital gain that would have been
allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes
hereof, in order to determine the proportionate allocations of depreciation and
amortization deductions for each fiscal year or other applicable period, such
deductions shall be deemed allocated on the same basis as Net Income and Net
Loss for such respective period.

         (c)   Allocations Respecting Section 704(c) and Revaluations; Curative
Allocations Resulting from the Ceiling Rule. Notwithstanding paragraph (b)
hereof, Tax Items with respect to Partnership property that is subject to Code
Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively
"Section 704(c) Tax Items") shall be allocated in accordance with said Code
section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The
allocation of Tax Items shall be in accordance with the "traditional method" set
forth in Treas. Reg. ss.1.704-3(b)(1), unless otherwise determined by the
General Partner, and shall be subject to the ceiling rule stated in Regulation
Section 1.704-3(b)(1). The General Partner is authorized to specially allocate
Tax Items (other than Section 704(c) Tax Items) to cure for the effect of the
ceiling rule. The intent of this Section 3(c) is that each Partner who
contributed to the capital of the Partnership a partnership interest in an
existing Property Partnership will bear, through reduced allocations of
depreciation and increased allocations of gain or other items, the tax
detriments associated with any precontribution gain and this Section 3(c) shall
be interpreted consistently with such intent.

                                      C-5


4.       Allocations Upon Final Liquidation.

With respect to the fiscal year in which the final liquidation of the
Partnership occurs in accordance with Section 7.2 of the Agreement, and
notwithstanding any other provision of Sections 1, 2, or 3 hereof, items of
Partnership income, gain, loss and deduction shall be specially allocated to the
Partners in such amounts and priorities as are necessary so that the positive
capital accounts of the Partners shall, as closely as possible, equal the
amounts that will be distributed to the Partners pursuant to Section 7.2.




                                      C-6


                                    EXHIBIT D

                               OBLIGATED PARTNERS

                                  SEE ATTACHED









                                       D-1


                                   SCHEDULE A

         1.    DEFINITIONS. As used herein, the following terms shall have the
meanings set forth below, unless the context otherwise requires:

         "Distribution Period" shall mean the quarterly period that is then the
dividend period with respect to the Common Stock or, if no such dividend period
is established, the calendar quarter shall be the Dividend Period; provided that
(a) the initial distribution period shall commence on July 10, 2002 and end on
and include September 30, 2002 and (b) the distribution period in which the
final liquidation payment is made pursuant to Section 7.2 of the Second Restated
Partnership Agreement shall commence on the first day following the immediately
preceding Distribution Period and end on the date of such final liquidation
payment.

         "Distribution Payment Date" shall mean, with respect to any
Distribution Period, the payment date for the distribution declared by the
General Partner on its shares of Common Stock for such Distribution Period or,
if no such distribution payment date is established, the last business day of
such Distribution Period.

         "Fair Market Value" shall mean the average of the daily Closing Price
during the five consecutive Trading Days selected by the General Partner
commencing not more than 20 Trading Days before, and ending not later than, the
day in question with respect to the issuance or distribution requiring such
computation.

         "Fifteenth Anniversary Date" shall mean July 10, 2017.

         2.    DESIGNATION AND NUMBER; ETC. The Series B Preferred Units have
been established and shall have such rights, preferences, limitations and
qualifications as are described herein (in addition to the rights, preferences,
limitations and qualifications contained in the Second Restated Partnership
Agreement to the extent applicable). The authorized number of Series B Preferred
Units shall be 1,426,392.6660. Notwithstanding anything to the contrary
contained herein, in the event of a conflict between the provisions of this
Schedule A and any other provision of the Second Restated Partnership Agreement,
the provisions of this Schedule A shall control. For purposes of this Amendment,
the rights of the Series B Preferred Units shall be construed to include their
rights under the Redemption Rights Agreement (Common Units) and Redemption
Rights Agreement (Series B Preferred Units).

         3.    RANK. The Series B Preferred Units shall, with respect to the
payment of distributions and the distribution of amounts upon voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership, rank as
follows:

         (a) senior to all classes or series of Common Units and to all Units
the terms of which provide that such Units shall rank junior to such Series B
Preferred Units;

         (b) on a parity with the Series A Preferred Units and each other series
of Preferred Units issued by the Partnership which does not provide by its
express terms that it ranks junior in right of payment to the Series B Preferred
Units with respect to payment of distributions or amounts upon liquidation,
dissolution or winding-up; and

                                      A-1


         (c) junior to any class or series of Preferred Units issued by the
Partnership that ranks senior to the Series B Preferred Units in accordance with
Section 4 of this Schedule A.

         4.    VOTING.

         (a) Holders of Series B Preferred Units shall not have any voting
rights, except as provided by applicable law and as described below in this
Section 4.

         (b) So long as any Series B Preferred Units remain outstanding, the
Partnership shall not, without the affirmative vote or consent of the holders of
at least a majority of the Series B Preferred Units outstanding at the time,
given in person or by proxy, either in writing or at a meeting (such series
voting separately as a class), (i) authorize, create, issue or increase the
authorized or issued amount of, any class or series of partnership interests in
the Partnership ranking prior to the Series B Preferred Units with respect to
the payment of distributions or the distribution of assets upon voluntary or
involuntary liquidation, dissolution or winding-up of the Partnership or
reclassify any Common Units into such partnership interests, or create,
authorize or issue any obligation or security convertible or exchangeable into
or evidencing the right to purchase any such partnership interests; or (ii)
amend, alter or repeal the provisions of the Partnership Agreement, whether by
merger or consolidation or otherwise (an "Event"), so as to materially and
adversely affect any right, preference, privilege or voting power of the Series
B Preferred Units or the holders thereof. Notwithstanding anything to the
contrary contained herein, none of the following shall be deemed to materially
and adversely affect any such right, preference, privilege or voting power or
otherwise require the vote or consent of the holders of the Series B Preferred
Units: (X) the occurrence of any Event so long as either (1) the Partnership is
the surviving entity, such entity is the principal direct subsidiary of a
publicly traded REIT whose common equity is traded on the New York Stock
Exchange and the Series B Preferred Units remain outstanding with the terms
thereof materially unchanged or (2) interests in an entity having substantially
the same rights and terms as the Series B Preferred Units are substituted for
the Series B Preferred Units and such entity is the principal direct subsidiary
of a publicly traded REIT whose common equity is traded on the New York Stock
Exchange, (Y) any increase in the amount of the authorized Preferred Units or
Common Units or the creation or issuance of any other series or class of
Preferred Units or Common Units or any increase in the amount of Common Units or
any other series of Preferred Units, in each case ranking on a parity with or
junior to the Series B Preferred Units with respect to payment of distributions
and the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership and (Z) the dissolution,
liquidation and/or winding up of the Partnership.

         The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding Series B Preferred Units shall have been
converted or redeemed.

         For purposes of the foregoing provisions of this Section 4, each Series
B Preferred Unit shall have one (1) vote. Except as otherwise required by
applicable law or as set forth herein, the Series B Preferred Units shall not
have any voting rights or powers and the consent of the holders thereof shall
not be required for the taking of any action.

                                      A-2


         5.    DISTRIBUTIONS.

         (a) With respect to each Distribution Period and subject to the rights
of the holders of Preferred Units ranking senior to or on parity with the Series
B Preferred Units, the holders of Series B Preferred Units shall be entitled to
receive, when, as and if declared by the General Partner, out of assets of the
Partnership legally available for the payment of distributions, quarterly
cumulative cash distributions in an amount per Series B Preferred Unit equal to
the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash
distribution for such Distribution Period upon the number of Common Units (or
portion thereof) into which such Series B Preferred Unit is then convertible in
accordance with Section 7 of this Schedule A (but, with respect to any
Distribution Period ending after the Fifteenth Anniversary Date, no amount shall
be paid in respect of clause (ii) of this paragraph in respect of the portion of
such Distribution Period occurring after the Fifteenth Anniversary Date).
Notwithstanding anything to the contrary contained herein, the amount of
distributions described under each of clause (i) and (ii) of this paragraph for
the initial Distribution Period, or any other period shorter than a full
Distribution Period, shall be prorated and computed on the basis of twelve
30-day months and a 360-day year. The distributions upon the Series B Preferred
Units for each Distribution Period shall, if and to the extent declared or
authorized by the General Partner on behalf of the Partnership, be paid in
arrears (without interest or other amount) on the Distribution Payment Date with
respect thereto, and, if not paid on such date, shall accumulate, whether or not
there are funds legally available for the payment thereof and whether or not
such distributions are declared or authorized. The record date for distributions
upon the Series B Preferred Units for any Distribution Period shall be the same
as the record date for the distributions upon the Common Units for such
Distribution Period (or, if no such record is set for the Common Units, the
fifteenth day of the calendar month in which the applicable Distribution Payment
Date falls). Accumulated and unpaid distributions for any past Distribution
Periods may be declared and paid at any time, without reference to any
Distribution Payment Date, to holders of record on such date, not exceeding 45
days preceding the payment date thereof, as may be fixed by the General Partner.
Any distribution payment made upon the Series B Preferred Units shall first be
credited against the earliest accumulated but unpaid distributions due with
respect to such Units which remains payable. No interest, or sum of money in
lieu of interest, shall be owing or payable in respect of any distribution
payment or payments on the Series B Preferred Units, whether or not in arrears,
including, without limitation, any distribution payment that is deferred
pursuant to Section 5(g) of this Schedule A.

         (b) No distribution on the Series B Preferred Units shall be declared
by the General Partner or paid or set apart for payment by the Partnership at
such time as the terms and provisions of any agreement of the Partnership,
including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof, or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law. Notwithstanding the foregoing, distributions on
the Series B Preferred Units shall accumulate whether or not any of the
foregoing restrictions exist.

         (c) Except as provided in Section 5(d) of this Schedule A, so long as
any Series B Preferred Units are outstanding, (i) no distributions (other than
in Common Units or other Units ranking junior to the Series B Preferred Units as
to payment of distributions and amounts upon

                                      A-3


liquidation, dissolution or winding-up of the Partnership) shall be declared or
paid or set apart for payment upon the Common Units or any other class or series
of partnership interests in the Partnership or Units ranking, as to payment of
distributions or amounts distributable upon liquidation, dissolution or
winding-up of the Partnership, on a parity with or junior to the Series B
Preferred Units, for any period and (ii) no Common Units or other Units ranking
junior to or on a parity with the Series B Preferred Units as to payment of
distributions or amounts upon liquidation, dissolution or winding-up of the
Partnership, shall be redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made available for a sinking fund for
the redemption of any such Units) by the Partnership (except by conversion into
or exchange for other Units ranking junior to the Series B Preferred Units as to
payment of distributions and amounts upon liquidation, dissolution or winding-up
of the Partnership or by redemptions pursuant to Rights Agreements) unless, in
the case of either clause (i) or (ii), full cumulative distributions have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series B Preferred Units
for all Distribution Periods ending on or prior to the distribution payment date
for the Common Units or such other class or series of Unit or the date of such
redemption, purchase or other acquisition.

         (d) When distributions are not paid in full (or a sum sufficient for
such full payment is not set apart for such payment) upon the Series B Preferred
Units and any other partnership interests in the Partnership or Units ranking on
a parity as to payment of distributions with the Series B Preferred Units, all
distributions declared upon the Series B Preferred Units and any other
partnership interests in the Partnership or Units ranking on a parity as to
payment of distributions with the Series B Preferred Units shall be declared pro
rata so that the amount of distributions declared per Unit of Series B Preferred
Units and such other partnership interests in the Partnership or Units shall in
all cases bear to each other the same ratio that accrued distributions per Unit
on the Series B Preferred Units and such other partnership interests in the
Partnership or Units (which shall not include any accumulation in respect of
unpaid distributions for prior distribution periods if such Units do not have
cumulative distributions) bear to each other.

         (e) Holders of Series B Preferred Units shall not be entitled to any
distributions, whether payable in cash, property or Units, in excess of the
cumulative distributions described in Section 5(a) above.

         (f) Distributions with respect to the Series B Preferred Units are
intended to qualify as permitted distributions of cash that are not treated as a
disguised sale within the meaning of Treasury Regulation ss.1.707-4 and the
provisions of this Schedule A shall be construed and applied consistently with
such Treasury Regulations.

         (g) Notwithstanding anything to the contrary contained herein (but
subject to the last sentence of Section 5(a) hereof), if the distributions with
respect to the Series B Preferred Units made on or prior to the second
anniversary of the issuance of the Series B Preferred Units would result in any
holder of Series B Preferred Units receiving an annual return on such holder's
"unreturned capital" (as defined for purposes of Treasury Regulation Section
1.707-4(a)) for a fiscal year (treating the fiscal year in which such second
anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as
defined below), then the distributions to such holder

                                      A-4


in excess of such Safe Harbor Rate will be deferred, will cumulate and will be
paid, if and to the extent declared or authorized by the General Partner on
behalf of the Partnership and subject to the provisions of Section 5(b) hereof,
on the earlier to occur of (i) the disposition of the Series B Preferred Units
to which such deferred distributions relate in a transaction in which the
disposing holder recognizes taxable gain thereon or (ii) the first distribution
payment date with respect to the Series B Preferred Units following the second
anniversary of the issuance of the Series B Preferred Units. For purposes of the
foregoing, the "Safe Harbor Rate" shall equal 150% of the highest applicable
federal rate, based on annual compounding, in effect for purposes of Section
1274(d) of the Code at any time between the date of the issuance of the Series B
Preferred Units and the date on which the relevant distribution payment is made.
Notwithstanding anything to the contrary contained herein, any distributions
that are deferred under this Section 5(g) shall be deemed to have been paid in
full for purposes of Sections 5(c) and (d) of this Schedule A until the end of
the Distribution Period during which they are to be paid as provided above.

         (h) For any quarterly period, any amounts paid with respect to the
Series B Preferred Units in excess of the amount that would have been paid with
respect to such Units for such period had they been converted into Common Units
in accordance with the terms of Section 7 of this Schedule A are intended to
constitute guaranteed payments within the meaning of Section 707(c) of the Code
and shall not be treated as distributions for purposes of allocating Net Income
and Net Loss or otherwise maintaining Capital Accounts.

         6.    LIQUIDATION PREFERENCE.

         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Partnership, before any payment or distribution
of the assets of the Partnership (whether capital or surplus) shall be made to
or set apart for the holders of Common Units or any other partnership interests
in the Partnership or Units ranking junior to the Series B Preferred Units as to
the distribution of assets upon the liquidation, dissolution or winding-up of
the Partnership, the holders of the Series B Preferred Units shall, with respect
to each such Unit, be entitled to receive, out of the assets of the Partnership
available for distribution to Partners after payment or provision for payment of
all debts and other liabilities of the Partnership, an amount equal to the
greater of (i) $50.00, plus an amount equal to all distributions (whether or not
earned or declared) accrued and unpaid thereon to the date of final distribution
and (ii) the amount that a holder of such Series B Preferred Unit would have
received upon final distribution in respect of the number of Common Units into
which such Series B Preferred Unit was convertible immediately prior to such
date of final distribution (but no amount shall be paid in respect of the
foregoing clause (ii) after the Fifteenth Anniversary Date). If, upon any such
voluntary or involuntary liquidation, dissolution or winding-up of the
Partnership, the assets of the Partnership, or proceeds thereof, distributable
among the holders of the Series B Preferred Units are insufficient to pay in
full the preferential amount aforesaid on the Series B Preferred Units and
liquidating payments on any other Units or partnership interests in the
Partnership of any class or series ranking, as to payment of distributions and
amounts upon the liquidation, dissolution or winding-up of the Partnership, on a
parity with the Series B Preferred Units, then such assets, or the proceeds
thereof, shall be distributed among the holders of Series B Preferred Units and
any such other Units or partnership interests in the Partnership ratably in
accordance with the respective amounts that would be payable on such Series B
Preferred Units and such other Units or partnership interests in the Partnership
if all amounts payable thereon were paid in full. For the

                                      A-5


purposes of this Section 6, none of (i) a consolidation or merger of the
Partnership with or into another entity, (ii) a merger of another entity with or
into the Partnership or (iii) a sale, lease or conveyance of all or
substantially all of the Partnership's assets, properties or business shall be
deemed to be a liquidation, dissolution or winding-up of the Partnership.

         (b) Written notice of such 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 first class mail, postage pre-paid, not less than 30 nor more than
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.

         (c) After payment of the full amount of liquidating distributions to
which they are entitled as provided in Section 6(a) of this Schedule A, the
holders of Series B Preferred Units shall have no right or claim to any of the
remaining assets of the Partnership.

         7.    CONVERSION. Holders of Series B Preferred Units shall have the
right to convert all or a portion of such Units into Common Units, as follows:

         (a) A holder of Series B Preferred Units shall have the right, at such
holder's option, at any time (subject to the proviso contained in the
immediately succeeding sentence), to convert any whole number of Series B
Preferred Units, in whole or in part, into Common Units. Each Series B Preferred
Unit shall be convertible into the number of Common Units determined by dividing
(i) the $50 face amount per Unit, plus an amount equal to all distributions
(whether or not earned or declared) accrued and unpaid thereon to the end of the
last Distribution Period (but without duplication of the distributions, if any,
which the holder of such Series B Preferred Unit is entitled to receive for such
last Distribution Period pursuant to the third paragraph of Section 7(b) of this
Schedule A or in respect of the Common Units into which such Series B Preferred
Unit is converted) by (ii) a conversion price of $50.00 per Common Unit
(equivalent to an initial conversion rate of one Common Unit for each Series B
Preferred Unit), subject to adjustment as described in Section 7(c) hereof (the
"Conversion Price"); provided, however, that the right to convert Series B
Preferred Units may not be exercised after the Fifteenth Anniversary Date. No
fractional Common Units will be issued upon any conversion of Series B Preferred
Units. Instead, the number of Common Units to be issued upon each conversion
shall be rounded to the nearest whole number of Common Units.

         (b) To exercise the conversion right, the holder of each Series B
Preferred Unit to be converted shall execute and deliver to the General Partner,
at the principal office of the Partnership, a written notice (the "Conversion
Notice") indicating that the holder thereof elects to convert such Series B
Preferred Unit. Unless the Units issuable on conversion are to be issued in the
same name as the name in which such Series B Preferred Unit is registered, each
Series B Preferred Unit surrendered for conversion shall be accompanied by
instruments of transfer, in form reasonably satisfactory to the Partnership,
duly executed by the holder or such holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Partnership demonstrating that such taxes have been paid).

                                      A-6


         As promptly as practicable after delivery of the Conversion Notice as
aforesaid, the Partnership shall amend the Partnership Agreement to reflect the
conversion and the issuance of Common Units issuable upon the conversion of such
Series B Preferred Units in accordance with the provisions of this Section 7. In
addition, the Partnership shall deliver to the holder at its address as
reflected on the records of the Partnership, a copy of such amendment.

         A holder of Series B Preferred Units at the close of business on the
record date for any Distribution Period shall be entitled to receive the
distribution payable on such Units on the corresponding Distribution Payment
Date notwithstanding the conversion of such Series B Preferred Units following
such record date and prior to such Distribution Payment Date and shall have no
right to receive any distribution for such Distribution Period in respect of the
Common Units into which such Series B Preferred Units were converted. Except as
provided herein, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on converted Series B Preferred Units
or for distributions on the Common Units that are issued upon such conversion.

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the Conversion Notice is received
by the Partnership as aforesaid, and the person or persons in whose name or
names any Common Units shall be issuable upon such conversion shall be deemed to
have become the holder or holders of record of such Units at such time on such
date, and such conversion shall be at the Conversion Price in effect at such
time and on such date unless the transfer books of the Partnership shall be
closed on that date, in which event such person or persons shall be deemed to
have become such holder or holders of record at the close of business on the
next succeeding day on which such transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date on which such Units have
been surrendered and such notice received by the Partnership.

         (c) The Conversion Price shall be adjusted from time to time as
follows:

               (i) If the Partnership shall, after the date on which the Series
         B Preferred Units are first issued (the "Issue Date"), (A) pay or make
         a distribution to holders of its partnership interests or Units in
         Common Units, (B) subdivide its outstanding Common Units into a greater
         number of Units or distribute Common Units to the holders thereof, (C)
         combine its outstanding Common Units into a smaller number of Units or
         (D) issue any partnership interests or Units by reclassification of its
         Common Units, the Conversion Price in effect at the opening of business
         on the day following the date fixed for the determination of holders
         entitled to receive such distribution or at the opening of business on
         the day next following the day on which such subdivision, combination
         or reclassification becomes effective, as the case may be, shall be
         adjusted so that the holder of any Series B Preferred Unit thereafter
         surrendered for conversion shall be entitled to receive the number of
         Common Units or other partnership interests or securities that such
         holder would have owned or have been entitled to receive after the
         happening of any of the events described above had such Series B
         Preferred Unit been converted immediately prior to the record date in
         the case of a distribution or the effective date in the case of a
         subdivision, combination or reclassification. An adjustment made
         pursuant to this subsection (i) shall become effective immediately
         after the opening of business on the day next following the record date
         (except as provided in subsection (g) below) in the

                                      A-7


         case of a distribution and shall become effective immediately after the
         opening of business on the day next following the effective date in the
         case of a subdivision, combination or reclassification.

               (ii) If the Partnership shall issue after the Issue Date rights,
         options or warrants to all holders of Common Units entitling them to
         subscribe for or purchase Common Units (or securities convertible into
         or exchangeable for Common Units) at a price per Unit less than the
         Fair Market Value per Common Unit on the record date for the
         determination of holders of Common Units entitled to receive such
         rights, options or warrants, then the Conversion Price in effect at the
         opening of business on the day next following such record date shall be
         adjusted to equal the price determined by multiplying (I) the
         Conversion Price in effect immediately prior to the opening of business
         on the day following the date fixed for such determination by (II) a
         fraction, the numerator of which shall be the sum of (A) the number of
         Common Units outstanding at the close of business on the date fixed for
         such determination and (B) the number of Common Units that the
         aggregate proceeds to the Partnership from the exercise of such rights,
         options or warrants for Common Units would purchase at such Fair Market
         Value, and the denominator of which shall be the sum of (A) the number
         of Common Units outstanding at the close of business on the date fixed
         for such determination and (B) the number of additional Common Units
         offered for subscription or purchase pursuant to such rights, options
         or warrants. Such adjustment shall become effective immediately after
         the opening of business on the day next following such record date
         (except as provided in subsection (g) below). In determining whether
         any rights, options or warrants entitle the holders of Common Units to
         subscribe for or purchase Common Units at less than the Fair Market
         Value, there shall be taken into account any consideration received by
         the Partnership upon issuance and upon exercise of such rights, options
         or warrants, the value of such consideration, if other than cash, to be
         determined in good faith by the Board of the General Partner.

               (iii) If the Partnership shall distribute after the Issue Date to
         all holders of Common Units any other securities or evidences of its
         indebtedness or assets (excluding those rights, options and warrants
         referred to in and treated under subsection (ii) above, and excluding
         distributions paid exclusively in cash) (any of the foregoing being
         hereinafter in this subsection (iii) called the "Securities"), then in
         each case the Conversion Price shall be adjusted so that it shall equal
         the price determined by multiplying (I) the Conversion Price in effect
         immediately prior to the close of business on the date fixed for the
         determination of holders of Common Units entitled to receive such
         distribution by (II) a fraction, the numerator of which shall be the
         Fair Market Value per Common Unit on the record date mentioned below
         less the then fair market value (as determined in good faith by the
         Board of the General Partner) of the portion of the Securities so
         distributed applicable to one Common Unit, and the denominator of which
         shall be the Fair Market Value per Common Unit on the record date
         mentioned below. Such adjustment shall become effective immediately at
         the opening of business on the business day next following (except as
         provided in subsection (g) below) the record date for the determination
         of holders of Common Units entitled to receive such distribution. For
         the purposes of this subsection (iii), a distribution in the form of a
         Security, which is distributed not only to the holders of the Common
         Units on the date

                                      A-8


         fixed for the determination of holders of Common Units entitled to such
         distribution of such Security, but also is distributed with each Common
         Unit delivered to a person converting a Series B Preferred Unit after
         such determination date, shall not require an adjustment of the
         Conversion Price pursuant to this subsection (iii); provided that on
         the date, if any, on which a person converting a Series B Preferred
         Unit would no longer be entitled to receive such Security with a Common
         Unit, a distribution of such Securities shall be deemed to have
         occurred, and the Conversion Price shall be adjusted as provided in
         this subsection (iii) (and such day shall be deemed to be "the date
         fixed for the determination of the holders of Common Units entitled to
         receive such distribution" and "the record date" within the meaning of
         the two preceding sentences).

               (iv) No adjustment in the Conversion Price shall be required
         unless such adjustment would require a cumulative increase or decrease
         of at least 1% in such price; provided, however, that any adjustments
         that by reason of this subsection (iv) are not required to be made
         shall be carried forward and taken into account in any subsequent
         adjustment until made; and provided, further, that any adjustment shall
         be required and made in accordance with the provisions of this Section
         7 (other than this subsection (iv)) not later than such time as may be
         required in order to preserve the tax-free nature of a distribution to
         the holders of Common Units. Notwithstanding any other provisions of
         this Section 7, the Partnership shall not be required to make any
         adjustment to the Conversion Price for the issuance of any Common Units
         pursuant to any plan providing for the reinvestment of distributions or
         interest payable on securities of the Partnership and the investment of
         additional optional amounts in Common Units under such plan. All
         calculations under this Section 7 shall be made to the nearest cent
         (with $.005 being rounded upward) or to the nearest one-tenth of a Unit
         (with .05 of a Unit being rounded upward), as the case may be. Anything
         in this subsection (c) to the contrary notwithstanding, the Partnership
         shall be entitled, to the extent permitted by law, to make such
         reductions in the Conversion Price, in addition to those required by
         this subsection (c), as it in its discretion shall determine to be
         advisable in order that any Unit distributions, subdivision of Units,
         reclassification or combination of Units, distribution of rights,
         options or warrants to purchase Units or securities, or a distribution
         consisting of other assets (other than cash distributions) hereafter
         made by the Partnership to its holders of Units shall not be taxable
         but any such adjustment shall not adversely affect the value of the
         Series B Preferred Units.

         (d) If the Partnership shall be a party to any transaction (including,
without limitation, a merger, consolidation, self tender offer for all or
substantially all of the Common Units, sale of all or substantially all of the
Partnership's assets or recapitalization of the Common Units and excluding any
transaction as to which subsection (c)(i) of this Section 7 applies) (each of
the foregoing being referred to herein as a "Transaction"), in each case as a
result of which Common Units shall be converted into the right to receive other
partnership interests, shares, stock, securities or other property (including
cash or any combination thereof), each Series B Preferred Unit which is not
converted into the right to receive other partnership interests, shares, stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares, stock, securities
and other property (including cash or any combination thereof) receivable upon
the consummation of such Transaction by a holder of that number of Common Units
into which one Series B Preferred Unit was convertible immediately

                                      A-9


prior to such Transaction, assuming such holder of Common Units is not a Person
with which the Partnership consolidated or into which the Partnership merged or
which merged into the Partnership or to which such sale or transfer was made, as
the case may be (a "Constituent Person"), or an affiliate of a Constituent
Person. The Partnership shall not be a party to any Transaction unless the terms
of such Transaction are consistent with the provisions of this subsection (d),
and it shall not consent or agree to the occurrence of any Transaction until the
Partnership has entered into an agreement with the successor or purchasing
entity, as the case may be, for the benefit of the holders of the Series B
Preferred Units that will contain provisions enabling the holders of Series B
Preferred Units that remain outstanding after such Transaction to convert into
the consideration received by holders of Common Units at the Conversion Price in
effect immediately prior to such Transaction (with the holder having the option
to elect the type of consideration if a choice was offered in the Transaction).
The provisions of this subsection (d) shall similarly apply to successive
Transactions.

         (e) If:

               (i) the Partnership shall declare a distribution on the Common
         Units (other than a cash distribution) or there shall be a
         reclassification, subdivision or combination of Common Units; or

               (ii) the Partnership shall authorize the granting to the holders
         of the Common Units of rights, options or warrants to subscribe for or
         purchase any Units of any class or any other rights, options or
         warrants; or

               (iii) there shall be any reclassification of the Common Units or
         any consolidation or merger to which the Partnership is a party and for
         which approval of any partners of the Partnership is required,
         involving the conversion or exchange of Common Units into securities or
         other property, or a self tender offer by the Partnership for all or
         substantially all of the Common Units, or the sale or transfer of all
         or substantially all of the assets of the Partnership as an entirety;
         or

               (iv) there shall occur the voluntary or involuntary liquidation,
         dissolution or winding-up of the Partnership,

then the Partnership shall cause to be mailed to the holders of the Series B
Preferred Units at their addresses as shown on the records of the Partnership,
as promptly as possible a notice stating (A) the date on which a record is to be
taken for the purpose of such distribution of rights, options or warrants, or,
if a record is not to be taken, the date as of which the holders of Common Units
of record to be entitled to such distribution of rights, options or warrants are
to be determined or (B) the date on which such reclassification, subdivision,
combination, consolidation, merger, sale, transfer, liquidation, dissolution or
winding-up is expected to become effective, and the date as of which it is
expected that holders of Common Units of record shall be entitled to exchange
their Common Units for securities or other property, if any, deliverable upon
such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding-up. Failure to give or receive such notice or any defect
therein shall not affect the legality or validity of the proceedings described
in this Section 7.

                                      A-10


         (f) Whenever the Conversion Price is adjusted as herein provided, the
Partnership shall prepare a notice of such adjustment of the Conversion Price
setting forth the adjusted Conversion Price and the effective date such
adjustment becomes effective and shall mail such notice of such adjustment of
the Conversion Price to the holder of each Series B Preferred Unit at such
holder's last address as shown on the records of the Partnership.

         (g) In any case in which subsection (c) of this Section 7 provides that
an adjustment shall become effective on the date next following the record date
for an event, the Partnership may defer until the occurrence of such event
issuing to the holder of any Series B Preferred Unit converted after such record
date and before the occurrence of such event the additional Common Units
issuable upon such conversion by reason of the adjustment required by such event
over and above the Common Units issuable upon such conversion before giving
effect to such adjustment.

         (h) For purposes of this Section 7, the number of Common Units at any
time outstanding shall not include any Common Units then owned or held by or for
the account of the Partnership. The Partnership shall not make any distribution
on Common Units held in the treasury of the Partnership.

         (i) If any action or transaction would require adjustment of the
Conversion Price pursuant to more than one subsection of this Section 7, only
one adjustment shall be made, and such adjustment shall be the amount of
adjustment that has the highest absolute value.

         (j) If the Partnership shall take any action affecting the Common
Units, other than action described in this Section 7, that in the reasonable
judgment of the General Partner would materially and adversely affect the
conversion rights of the holders of the Series B Preferred Units, the Conversion
Price for the Series B Preferred Units may be adjusted, to the extent permitted
by law, in such manner, if any, and at such time, as the General Partner
determines to be equitable in the circumstances.

         (k) The Partnership covenants that Common Units issued upon conversion
of the Series B Preferred Units shall be validly issued, fully paid and
nonassessable and the holder thereof shall be entitled to rights of a holder of
Common Units specified in the Partnership Agreement. Prior to the delivery of
any securities that the Partnership shall be obligated to deliver upon
conversion of the Series B Preferred Units, the Partnership shall endeavor to
comply with all federal and state laws and regulations thereunder requiring the
registration of such securities with, or any approval of or consent to the
delivery thereof, by any governmental authority.

         (l) The Partnership will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of Common
Units or other securities or property on conversion of the Series B Preferred
Units pursuant hereto; provided, however, that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issue or delivery of Common Units or other securities or property in a name
other than that of the holder of the Series B Preferred Units to be converted,
and no such issue or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the Partnership the amount of any
such tax or established, to the reasonable satisfaction of the Partnership, that
such tax has been paid.

                                      A-11


         (m) Notwithstanding anything to the contrary contained herein, the
adjustment provisions contained in this Section 7 shall be applied so that there
is no duplication of adjustments made pursuant to any other document.





                                      A-12

EX-10.6

                                                                    EXHIBIT 10.6


                   REDEMPTION RIGHTS AGREEMENT (COMMON UNITS)

         Redemption Rights Agreement, dated July 10, 2002, among GGP Limited
Partnership, a Delaware limited partnership (together with its successors and
assigns, the "Partnership"), General Growth Properties, Inc., a Delaware
corporation (together with its successors and assigns, the "General Partner"),
and the parties who are designated as "Contributing Parties" on the signature
pages hereof (the "Contributing Parties").

                                 R E C I T A L S

         WHEREAS, the General Partner is the general partner of the Partnership;

         WHEREAS, shares of common stock, $.10 par value per share, of the
General Partner (the "Common Stock") are listed on the New York Stock Exchange;

         WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as
of March 3, 2002 (as the same has been amended and may be further amended from
time to time, the "Merger Agreement"), among the Partnership, the General
Partner and the other parties thereto, the Contributing Parties are being
admitted as limited partners of the Partnership and the Partnership is issuing
to them 8.5% Series B Cumulative Convertible Preferred Units of limited
partnership in the Partnership (such units that are being issued pursuant to the
Merger Agreement or any other securities issued in substitution therefor
pursuant to the Series B Preferred Unit Designation, the "Series B Preferred
Units");

         WHEREAS, pursuant to the Partnership Agreement (as defined below), the
Series B Preferred Units may be converted into common units of limited
partnership in the Partnership (such units into which Series B Preferred Units
have been converted or any other securities issued in substitution therefor
(other than pursuant to this Agreement), the "Common Units"); and

         WHEREAS, the parties desire to set forth herein the terms and
conditions upon which the Contributing Parties may cause the Partnership to
redeem their Common Units.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

         "Acts" shall mean the Securities Act and the Exchange Act,
collectively.

         "Affiliates" shall mean "affiliates" as defined pursuant to the
Securities Act and the regulations promulgated thereunder.

         "Business Day" shall mean any day upon which commercial banks are open
for business in Chicago, Illinois.

         "Cash Purchase Price" shall mean, with respect to any redeemed or
purchased Common Units, an amount of cash equal to the value of the Share
Purchase Price (computed as of the







Computation Date and equal to the Current Per Share Market Price on such
Computation Date multiplied by the number of Shares included in the Share
Purchase Price) that would be payable with respect to such Common Units assuming
the Share Purchase Price were paid in full satisfaction of the Purchase Price
for such Common Units. In the event that the Share Purchase Price includes
securities and/or other property other than Shares, then the value of such other
securities and/or property shall be determined by the General Partner acting in
good faith on the basis of the closing prices of securities if listed on a
nationally recognized exchange and otherwise on the basis of such quotations and
other information as the General Partner considers, in its reasonable judgment,
appropriate.

         "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the General Partner, as the same may be amended from time to
time.

         "Claims" shall have the meaning set forth in Section 4.1(c).

         "Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor code.

         "Common Stock" shall have the meaning set forth in the recitals.

         "Common Units" shall have the meaning set forth in the recitals.

         "Computation Date" shall mean the date on which the applicable Notice
is received by the Partnership or, if such date is not a Business Day, the first
Business Day thereafter.

         "Contributing Party Representative" shall mean Jay L. Bernstein, in his
capacity as a member of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New
York, New York 10166, (212)878-8375 (facsimile), or such other Person as the
holders of at least a majority of the issued and outstanding Common Units held
by Contributing Parties shall designate from time to time by delivery of written
notice to the General Partner and the Partnership (assuming that all of the
Series B Preferred Units were converted into Common Units in accordance with the
Partnership Agreement immediately prior to such designation).

         "Conversion Factor" shall mean 100%, provided that such factor shall be
adjusted in accordance with Section 6(a).

         "Current Per Share Market Price" shall have the meaning set forth in
the Partnership Agreement.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute.

         "Exchange Act Reporting Company" shall mean any corporation or other
entity which is subject to the reporting requirements of the Exchange Act.

         "Expiration Date" shall mean the date upon which all Series B Preferred
Units have been converted to Common Units and all Common Units have been
redeemed or purchased in accordance with the terms hereof.




                                      -2-



         "Liens" shall have the meaning set forth in the Merger Agreement.

         "Major Transaction Event" shall mean, with respect to the General
Partner, (a) a reclassification, capital reorganization or other similar change
regarding or affecting outstanding Shares (other than a change addressed in
Section 6(a)); (b) a merger or consolidation of the General Partner with one or
more other corporations or entities, other than a merger pursuant to which the
General Partner is the surviving corporation and the outstanding Shares are not
affected, (c) a sale, lease or exchange of all or substantially all of the
General Partner's assets or (d) the liquidation, dissolution or winding up of
the General Partner.

         "Merger Agreement" shall have the meaning set forth in the recitals.

         "Notice" shall have the meaning set forth in Section 3.2.

         "Other Rights Agreement" shall mean the "Rights Agreements" referred to
in the Partnership Agreement other than this Agreement and the Series B
Preferred Units Redemption Rights Agreement.

         "Partnership Agreement" shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of April
1, 1998, as amended by that certain First Amendment thereto dated as of June 10,
1998, that certain Second Amendment thereto dated as of June 29, 1998, that
certain Third Amendment thereto dated as of February 15, 2002, that certain
Amendment dated as of April 24, 2002 and that certain Fourth Amendment thereto
dated as of July 10, 2002 and as the same may be further amended from time to
time.

         "Person" shall mean any natural person, corporation, partnership,
association, limited liability company, trust or other entity.

         "Prospectus" shall have the meaning set forth in Section 4.1(a).

         "Purchase Price" shall mean the Cash Purchase Price or the Share
Purchase Price, or a combination thereof.

         "Redemption Rights" shall have the meaning set forth in Section 2.

         "Registration Statement" shall have the meaning set forth in Section
4.1(a).

         "REIT" shall mean real estate investment trust as such term is defined
under the Code.

         "REIT Requirements" shall have the meaning set forth in the Partnership
Agreement, as the same may change from time to time.

         "Rights" shall have the meaning set forth in Section 6(b).

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor statute.





                                      -3-


         "Series B Preferred Units" shall have the meaning set forth in the
recitals.

         "Series B Preferred Unit Designation" shall mean Schedule A to the
Fourth Amendment referred to in the definition of "Partnership Agreement".

         "Series B Preferred Units Redemption Rights Agreement" shall mean that
certain Redemption Rights Agreement (Series B Preferred Units) dated the date
hereof, among the parties hereto.

         "Share Purchase Price" shall mean, with respect to the exercise of any
Redemption Rights and subject to the provisions of Section 6(c), a number of
Shares equal to the product of (a) the number of Common Units being redeemed or
purchased multiplied by (b) the Conversion Factor; provided, however, that, in
the event the General Partner, after the date of this Agreement, issues to all
holders of Shares rights, options, warrants or convertible or exchangeable
securities entitling the stockholders to subscribe for or purchase Shares (other
than Rights referred to in Section 6(b) that have been issued pursuant thereto)
or any other securities or property (other than distributions paid in cash),
then the Share Purchase Price also shall include such rights, options, warrants
or convertible or exchangeable securities or other securities or property that a
holder of that number of Shares would have been entitled to receive had such
holder held such Shares immediately prior to the time holders of Shares became
entitled thereto (except to the extent that provision otherwise has been made
for such holder to receive such rights, options, warrants or convertible or
exchangeable securities or other securities or property or adjustment has been
made in respect thereof under the Series B Preferred Unit Designation or
otherwise).

         "Shares" shall mean shares of the Common Stock.

         2. Grant of Redemption Rights.

         (a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to each Contributing Party, and such Contributing
Party does hereby accept, the right, but without obligation on the part of such
Contributing Party, to require the Partnership to redeem from time to time part
or all of the Common Units of such Contributing Party for the Cash Purchase
Price with respect to such Common Units ("Redemption Rights").

         (b) Notwithstanding the provisions of Section 2(a), the General Partner
may, in its sole and absolute discretion, assume and satisfy the obligation of
the Partnership with respect to any Contributing Party's exercise of a
Redemption Right by paying to such Contributing Party, at the General Partner's
election (which may be exercised in the General Partner's sole discretion),
either the Cash Purchase Price or the Share Purchase Price (or a combination
thereof) with respect to the Common Units for which such Contributing Party
exercised its Redemption Rights. If the General Partner assumes such obligations
with respect to the exercise by any Contributing Party of a Redemption Right as
to certain Common Units and makes the required payment of the Share Purchase
Price, the Cash Purchase Price or any combination thereof, then the Partnership
shall have no obligation to pay any amount to such Contributing Party with
respect to the exercise of a Redemption Right for such Common Units, and any
Common Units purchased shall be owned by the General Partner for all purposes.




                                      -4-



         (c) If the General Partner shall assume and satisfy the obligations of
the Partnership with respect to the exercise of a Redemption Right by any
Contributing Party, the Partnership, such Contributing Party and the General
Partner each shall treat the transaction between the General Partner and such
Contributing Party as a sale of such Contributing Party's Common Units (or a
portion thereof) to the General Partner for federal income tax purposes.

         (d) Upon the redemption or purchase of part or all of any Contributing
Party's Common Units and the payment of the Purchase Price with respect thereto,
such Person shall be deemed withdrawn as a Partner in the Partnership to the
extent of the Common Units redeemed or purchased and shall have no further
rights or obligations under this Agreement with respect to such redeemed or
purchased Common Units; provided, however, that such Contributing Party's rights
under this Agreement with regard to any other Common Units will continue in full
force and effect.

         (e) No fractional Shares shall be issued hereunder. In lieu of
fractional Shares, the General Partner shall pay cash based on the Current Per
Share Market Price on the relevant Computation Date.

         (f) Notwithstanding anything to the contrary contained herein, the
General Partner shall not issue the Share Purchase Price upon exercise of any
Redemption Right with respect to any Common Units unless all of the Shares so
issued are listed on the New York Stock Exchange and the Registration Statement
(as herein defined) covering such Shares shall be in effect and available for
use to effect a public distribution by the holder thereof of such Shares
immediately upon such issuance and the General Partner only may issue the Share
Purchase Price to the extent that the issuance of such Shares to such
Contributing Party does not violate the Certificate of Incorporation (assuming
such Contributing Party owns no shares of capital stock of the General Partner
other than those issued pursuant hereto and pursuant to the Series B Preferred
Units Redemption Rights Agreement).

         3. Exercise of Redemption Rights.

         3.1 Time for Exercise of Redemption Rights. Each Contributing Party may
exercise its Redemption Rights in whole or in part and at any time and from time
to time on or after the date hereof but prior to the Expiration Date; provided,
however, that the Redemption Rights may not be exercised at any one time by any
Contributing Party with respect to less than 1,000 Common Units (or all the
Common Units then owned by such Contributing Party if such Contributing Party
owns less than 1,000 Common Units) or in the event that such exercise of
Redemption Rights (or the assignment of Common Units or delivery of either the
Cash Purchase Price or the Share Purchase Price with respect thereto) violates
the terms of the Partnership Agreement, the Certificate of Incorporation or
applicable law. Once given, a Notice shall be irrevocable subject to the payment
of the Purchase Price for the Common Units specified therein in accordance with
the terms hereof.

         3.2 Method of Exercise. The Redemption Rights shall be exercised by
delivery to the Partnership of (a) written notice (the "Notice") in the form of
Exhibit A specifying the number of the Common Units to be redeemed and the name
or names (with address) in which any Shares issuable upon such exercise shall be
registered if different than the Contributing Party and (b) the





                                      -5-


certificates, if any, representing such Common Units. Notwithstanding anything
to the contrary contained herein, in the event that the exercise of the
Redemption Rights with respect to all of the Common Units of any deceased
Contributing Party or the Common Units of any partnership, limited liability
company or pass-through entity that are allocable to a deceased partner, member
or other Person shall not result in the recognition of gain for federal income
tax purposes by any party, the Partnership shall have the right to require the
Contributing Party or partnership, limited liability company or other
pass-through entity or its legal representative to exercise the Redemption
Rights as to all of such Common Units and to take any and all necessary action
hereunder to effect such exercise.

         3.3 Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights by any Contributing Party shall
occur within 30 days following the giving of the Notice; provided, however, that
no closing may occur hereunder prior to the earlier of the one hundred twentieth
day after the date hereof and the date of effectiveness of the Registration
Statement. Such Contributing Party shall execute such other documents as the
General Partner may reasonably require in connection with the closing of such
redemption or purchase and sale.

         3.4 Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Common Units pursuant to an exercise of
Redemption Rights by a Contributing Party, the Partnership shall deliver to such
Contributing Party the Cash Purchase Price by check or, in the event that the
General Partner has assumed the obligations of the Partnership with respect to
such exercise of Redemption Rights, the General Partner shall deliver to such
Contributing Party, at the election of the General Partner (which may be
exercised in the General Partner's sole discretion) either (a) the Cash Purchase
Price by check or (b) certificates representing the Shares and any other
securities and/or other property constituting the Share Purchase Price, together
with cash in lieu of the issuance of any fraction of a Share as provided in
Section 2(e), or a combination thereof.

         4. Matters Relating to Shares.

         4.1 Registration.

         (a) As soon as practicable following the date hereof, the General
Partner shall file a Registration Statement on Form S-3 or other appropriate
registration form (the "Registration Statement") with the SEC covering the
resale by Contributing Parties of the Shares to be issued upon exercise of the
Redemption Rights assuming full conversion of the Series B Preferred Units into
Common Units and full satisfaction of the Redemption Rights by delivery of
Shares and shall use its reasonable best efforts to cause the Registration
Statement to become effective as soon as practicable thereafter. Following the
effective date of the Registration Statement and until the Shares covered by the
Registration Statement have been sold or are eligible for resale under Rule
144(k) promulgated under the Securities Act, the General Partner shall keep the
Registration Statement current, effective and available for the resale by
Contributing Parties of the Shares delivered to them pursuant hereto. The
General Partner shall bear all expenses relating to filing such Registration
Statement and keeping such Registration Statement current, effective and
available; provided, however, that the General Partner shall not be responsible
for any brokerage fees or underwriting commissions due and payable by any
Contributing Party.




                                      -6-



         (b) During the time period when the Registration Statement is required
to be current, effective and available under Section 4.1(a), the General Partner
also shall:

                  (i) prepare and file with the SEC such amendments and
         supplements to the Registration Statement and the prospectus
         constituting a part thereof, as amended or supplemented (the
         "Prospectus"), as may be necessary to keep such Registration Statement
         effective and to comply with the provisions of the Securities Act with
         respect to the sale of the Shares covered by such Registration
         Statement whenever any Contributing Party shall desire to sell or
         otherwise dispose of the same but in no event beyond the period in
         which the Registration Statement is required to be kept in effect;

                  (ii) furnish to each Contributing Party, without charge, such
         number of authorized copies of the Prospectus, and any amendments or
         supplements to the Prospectus, in conformity with the requirements of
         the Securities Act, and such other documents as any Contributing Party
         may reasonably request in order to facilitate the public sale or other
         disposition of the Shares owned by Contributing Parties.

                  (iii) register or qualify the securities covered by the
         Registration Statement under state securities or blue sky laws of such
         jurisdictions as are reasonably required to effect a sale thereof and
         do any and all other acts and things which may be necessary or
         appropriate under such state securities or blue sky laws to enable
         Contributing Parties to consummate the public sale or other disposition
         in such jurisdictions of such securities;

                  (iv) before filing any amendments or supplements to the
         Registration Statement or the Prospectus, furnish copies of all such
         documents proposed to be filed to the Contributing Party Representative
         who shall be afforded a reasonable opportunity to review and comment
         thereon; provided, however, that all such documents shall be subject to
         the approval of the Contributing Party Representative insofar as they
         relate to information concerning Contributing Parties (including,
         without limitation, the proposed method of distribution of any
         Contributing Party's securities);

                  (v) notify Contributing Parties promptly (A) when any such
         Registration Statement has become effective and when any post-effective
         amendments and supplements thereto become effective, (B) of any request
         by the SEC or any state securities authority for amendments and
         supplements to such Registration Statement and the Prospectus or for
         additional information, (C) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         any such Registration Statement or the initiation of any proceedings
         for the purpose, (D) if, between the effective date of any such
         Registration Statement and the sale of the Shares to which it relates,
         the General Partner receives any notification with respect to the
         suspension of the qualification of the Shares or initiation of any
         proceeding for such purpose, and (E) of the happening of any event
         during the period such Registration Statement is effective which in the
         judgment of the General Partner makes any statement made in the
         Registration Statement or the Prospectus untrue in any material respect
         or which requires the making of any changes in the Registration
         Statement or the Prospectus in order to make the statements therein not
         misleading;





                                      -7-


                  (vi) use its reasonable best efforts to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         at the earliest practicable time;

                  (vii) cooperate with each Contributing Party to facilitate the
         timely preparation and delivery of certificates representing Shares
         being sold, which certificates shall not bear any restrictive legends
         provided the Shares evidenced thereby have been sold in a manner
         permitted by the Prospectus; and

                  (viii) upon the occurrence of any event contemplated by
         Section 4.1(b)(v)(E) hereof, promptly prepare and file a supplement or
         post-effective amendment to the Registration Statement or the
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Shares, the Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein in light of the circumstances under
         which they were made, not misleading; provided, however, that the
         obligation to prepare and file any such supplement or post-effective
         amendment shall be suspended if the General Partner, relying upon
         advice of counsel, determines that disclosure of any information
         required to be included therein would be adverse to its interests, but
         such suspension shall not extend beyond 90 days with respect to any
         such specified event.

         (c) The General Partner hereby agrees to indemnify and hold harmless
each Contributing Party and each person, if any, who controls such Contributing
Party (within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act) from and against any and all losses, claims, damages,
costs and expenses (including reasonable attorneys' fees) ("Claims") to which
such Contributing Party or such controlling person may become subject, under the
Securities Act or otherwise, caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus or any amendment or supplement thereto, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
such Contributing Party and each such controlling person for any legal or other
expenses reasonably incurred by such Contributing Party in connection with
investigating or defending any such loss as such expenses are incurred;
provided, however, that the General Partner shall not be liable insofar as any
such losses, claims, damages, costs and expenses (including reasonable
attorneys' fees) are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
General Partner by any Contributing Party expressly for use therein. Each
Contributing Party agrees to indemnify and hold harmless the General Partner and
each person, if any, who controls the General Partner (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act) from
and against any and all Claims to which the General Partner or such controlling
person may become subject, under the Securities Act or otherwise, caused by any
untrue statement or omission or alleged untrue statement or omission based upon
such information furnished in writing to the General Partner by such
Contributing Party.

         (d) Each Contributing Party agrees that, upon receipt of any notice
from the General Partner of the happening of any event of the kind described in
Section 4.1(b)(v)(E), such Contributing Party will forthwith discontinue
disposition of securities pursuant to the







                                      -8-


Registration Statement until such Contributing Party's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 4.1(b)(viii).

         (e) Upon the written request to the General Partner from time to time
as below provided and subject to other contractual obligations of the General
Partner, the Contributing Parties holding Shares covered by the Registration
Statement who desire to do so may sell such Shares covered by the Registration
Statement in an underwritten offering. In such underwritten offering, the
investment banker or bankers and manager or managers that will administer the
offering will be selected by, and the underwriting arrangements with respect
thereto will be approved by, the Contributing Parties; provided that such
investment bankers and managers and underwriting arrangements must be reasonably
satisfactory to the General Partner. No Contributing Party may participate in
any underwritten offering contemplated hereby unless such Contributing Party
agrees to sell such Contributing Party's Shares covered by the Registration
Statement in accordance with any approved underwriting arrangements and
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such approved underwriting arrangements. The General
Partner shall be responsible for the costs of preparing and filing the amendment
or supplement that is referred to below, and the selling securityholders shall
pay their attorney's fees and underwriting discounts and commissions incurred in
connection with such underwritten offerings. Notwithstanding the foregoing, upon
receipt of a request from the managing underwriter or a representative of the
Contributing Parties to prepare and file an amendment or supplement to the
Registration Statement and Prospectus in connection with such underwritten
offering, the General Partner may delay the filing of any such amendment or
supplement or postpone taking action with respect to an underwritten offering
for a period not to exceed an aggregate of 180 days in any calendar year, if the
General Partner determines in its good faith judgment that the filing of such
amendment or supplement or the taking of such action with respect to an
underwritten offering would have a material adverse effect on the business,
operations or prospects of the General Partner, or adversely affect a material
financing, acquisition, disposition of assets or stock, merger or other
comparable transaction. Notwithstanding anything to the contrary contained in
the foregoing, the Contributing Parties shall not have the right to effect more
than two underwritten offerings pursuant to this paragraph and each such
offering shall be required to include minimum gross sales proceeds of
$17,500,000.

         (f) Notwithstanding anything to the contrary contained herein, the
General Partner shall have no obligation to keep any registration statement
filed pursuant to this Section 4.1 effective after the Expiration Date or if the
status of the General Partner (or its successor) as an Exchange Act Reporting
Company is terminated.

         4.2 Reservation of Shares. At all times while the Redemption Rights are
outstanding, the General Partner shall reserve for issuance such number of
Shares as may be necessary to enable the General Partner to issue Shares in full
satisfaction of all Redemption Rights which are from time to time outstanding
(assuming that there are no limitations as to the ownership of such Shares under
the Certificate of Incorporation which relate to compliance with the REIT
Requirements, that all Series B Preferred Units have been converted into Common
Units and that the General Partner elected to pay the Share Purchase Price with
respect to all such Redemption Rights).






                                      -9-


         4.3 Fully Paid and Non-Assessable. All Shares which may be issued upon
exercise of the Redemption Rights shall be duly and validly issued and fully
paid and non-assessable.

         5. Transfer and Similar Taxes. The General Partner shall pay any and
all documentary stamp or similar issue or transfer taxes payable in respect of
the issue or delivery of shares of Common Stock or other securities or property
pursuant hereto; provided, however, that the General Partner shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issue or delivery of shares of Common Stock or other securities or
property in a name other than that of the holder of the Common Units to be
exchanged, and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the General Partner the
amount of any such tax or established, to the reasonable satisfaction of the
General Partner, that such tax has been paid.

         6. Anti-Dilution and Adjustment Provisions.

         (a) The Conversion Factor shall be adjusted in the event that the
General Partner (i) declares or pays a dividend or distribution on its
outstanding Shares in Shares or makes a distribution to all holders of its
outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii)
combines its outstanding Shares into a smaller number of Shares. In such event,
the Conversion Factor shall be adjusted by multiplying the Conversion Factor by
a fraction, the numerator of which shall be the number of Shares issued and
outstanding on the record date for such dividend, distribution, subdivision or
combination (assuming for such purposes that such dividend, distribution,
subdivision or combination has occurred as of such time) and the denominator of
which shall be the actual number of Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Conversion
Factor pursuant to the immediately preceding sentence shall become effective
immediately after the effective date of such event retroactive to the opening of
business on the day next following the record date, if any, for such event. In
addition, the Conversion Factor shall be adjusted in the event that the
Partnership (i) declares or pays a dividend or distribution on its outstanding
Common Units in Common Units, (ii) subdivides its outstanding Common Units, or
(iii) combines its outstanding Common Units into a smaller number of Common
Units. In such event, the Conversion Factor shall be adjusted by multiplying the
Conversion Factor by a fraction, the numerator of which shall be the actual
number of Common Units issued and outstanding on the record date for such
dividend, distribution, subdivision or combination (determined without the below
assumption) and the denominator of which shall be the number of Common Units
issued and outstanding on such record date (assuming for such purposes that such
dividend, distribution, subdivision or combination has occurred as of such
time). Any adjustment to the Conversion Factor pursuant to the immediately
preceding sentence shall become effective on the effective date of such event
retroactive to the record date, if any, for such event.

         (b) If at any time the holders of Common Stock are entitled to any
right (a "Right") to subscribe pro rata for additional securities of the General
Partner, whether Common Stock or other classifications, or for any other
securities or interests that a Contributing Party would have been entitled to
subscribe for if, immediately prior to such grant, such Contributing Party had
exercised its Redemption Rights and received the Share Purchase Price in payment
thereof, in lieu of any adjustment under any other subsection of this Section 6
or other provision of this






                                      -10-


Agreement and except to the extent that provision otherwise has been made for
such Contributing Party to receive such Right or adjustment has been made in
respect thereof under the Series B Preferred Unit Designation or otherwise, such
Contributing Party also shall receive from the General Partner, prior to or
concurrent with the time such Right becomes exercisable, the same Right that
such Contributing Party would have been entitled to if such Contributing Party
had exercised its Redemption Rights in full and received the Share Purchase
Price in satisfaction thereof immediately prior to the time holders of Common
Stock became entitled to such Right.

         (c) Upon the occurrence of a Major Transaction Event, the General
Partner shall cause effective provision to be made so that, upon full conversion
of the Series B Preferred Units of such Contributing Party into Common Units,
exercise of the Redemption Rights by such Contributing Party in respect thereof
and the election of the General Partner to pay the Purchase Price at any time
following such Major Transaction Event by means of the Share Purchase Price,
such Contributing Party shall have the right to acquire, in lieu of the Shares
which otherwise would have been issued to such Contributing Party, the kind and
amount of shares of stock and other securities and property (and the provisions
contained in Section 4.1 shall apply anew to the extent that such securities are
of a class of securities of the General Partner or its successor that are
registered under the Exchange Act) and interests as would be issued or payable
with respect to or in exchange for the number of Shares constituting the Share
Purchase Price as if all Series B Preferred Units of such Contributing Party had
been converted into Common Units, such Redemption Rights had been exercised and
the General Partner had satisfied the Redemption Rights by delivery of the Share
Purchase Price immediately before such Major Transaction Event.

         (d) The Partnership shall give written notice to Contributing Parties
of any Major Transaction Event promptly after such Major Transaction is
announced to the public.

         (e) Notwithstanding anything to the contrary contained herein, the
adjustment provisions contained in this Agreement shall be applied so that there
is no duplication of adjustments made pursuant to any other document. The
provisions of this Section 6 shall apply to successive events that may occur
from time to time but only shall apply to a particular event if it occurs prior
to the exercise in full of the Redemption Rights or the liquidation of the
Partnership. Nothing contained herein shall prevent or otherwise limit the
liquidation of the Partnership pursuant to the Partnership Agreement, as amended
from time to time.

         (f) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
this Section 6 and shall prepare a certificate signed by the chief financial
officer of the General Partner setting forth the adjusted Conversion Factor and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed at the offices of the General Partner.

         (g) Notwithstanding anything to the contrary contained herein (but
subject to the first sentence of Section 6(e) hereof), the General Partner and
the Partnership agree that they will apply the provisions of this Section 6, the
definition of Share Purchase Price and any related provisions as if the Common
Units were issued and outstanding as of July 10, 2002. Thus, for






                                      -11-


example, if an event were to occur on December 31, 2002 that would adjust the
number of Shares into which the Common Units would be exchangeable had such
Common Units been outstanding as of such date, but the Common Units were not
actually issued until December 31, 2003, then such adjustment would be applied
so that, upon such issuance (but subject to further adjustment for subsequent
events), the Common Units would be immediately exchangeable for the number of
Shares for which the Common Units would have been exchangeable had such Common
Units been outstanding on December 31, 2002.

         7. Miscellaneous Provisions.

         7.1 Notices. All notices or other communications given pursuant to this
Agreement, including without limitation any Notice, shall be sent to the party
to whom or to which such notice is being sent, by certified or registered mail,
return receipt requested, commercial overnight delivery service, facsimile or
delivered by hand with receipt acknowledged in writing and otherwise as set
forth in this Section 7.1. All notices (a) shall be deemed given when received
or, if mailed as described above, after 5 Business Days or, if sent by
facsimile, upon receipt of confirmed answerback and (b) may be given either by a
party or by such party's attorneys. For purposes of this Section 7.1, the
addresses of the parties shall be, in the case of the Partnership and the
General Partner, 110 N. Wacker Drive, Chicago, Illinois 60606, facsimile number
(312) 960-5463, Attention: Bernard Freibaum (with a copy to Neal, Gerber &
Eisenberg, Two North LaSalle Street, Suite 2200, Chicago, Illinois 60602, Attn:
Marshall E. Eisenberg, facsimile number (312) 269-1747), and, in the case of
each Contributing Party, as set forth on the records of the Partnership. The
address of any party may be changed by a notice in writing given in accordance
with the provisions hereof.

         7.2 Assignment. The rights of any Contributing Party hereunder
(including the Redemption Rights) shall automatically devolve upon any Person to
the extent that such Person holds Common Units or Series B Preferred Units, and
becomes a substituted partner with respect to such Common Units or Series B
Preferred Units, in accordance with the Partnership Agreement and delivers to
the Partnership a written instrument, in form reasonably satisfactory to the
Partnership, pursuant to which such Person agrees to be bound by the terms
hereof (but the rights of such Contributing Party hereunder are not otherwise
assignable). Subject to the provisions of Section 6, the General Partner may
assign this Agreement without the consent of any Contributing Party, provided
that no such assignment shall relieve the General Partner of its obligations
under this Agreement.

         7.3 Binding Effect. Except as otherwise set forth herein, this
Agreement shall be binding upon, and inure to the benefit of, the parties and
their successors and permitted assigns.

         7.4 Amendments. The provisions of this Agreement may be amended only
with the written consent of the Partnership, the General Partner and the holders
of at least a majority of the issued and outstanding Common Units held by
Contributing Parties at the time (assuming that all of the Series B Preferred
Units were converted into Common Units in accordance with the Partnership
Agreement immediately prior to the execution of such amendment).

         7.5 Governing Law. This Agreement shall be governed by the laws of the
State of Delaware (without regard to its conflicts of law principles).






                                      -12-


         7.6 Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which shall constitute one document.

         7.7 Other Holders Rights. In addition, once Common Units are acquired
by a Contributing Party, such Contributing Party shall be treated as favorably
with respect to the anti-dilution and adjustment provisions set forth herein as
are other holders of Common Units under Other Rights Agreements.

         7.8 Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes any
prior written or oral understandings and/or agreements among them with respect
thereto.

         7.9 Pronouns; Headings; Etc. As used herein, all pronouns shall include
the masculine, feminine and neuter, and all terms shall include the singular and
plural thereof wherever the context and facts require such construction. The
headings herein are inserted for convenience of reference only and are to be
ignored in any construction of the provisions hereof. Any references in this
Agreement to a "Section" or "Exhibit" shall refer to a Section or Exhibit of
this Agreement unless otherwise specified.

         7.10 Survival. The representations, warranties and covenants contained
herein or made pursuant hereto shall survive the execution and delivery of this
Agreement and the closing of any redemption or purchase and sale pursuant to an
exercise of Redemption Rights hereunder.

         7.11 Further Assurances. Each of the parties shall hereafter execute
and deliver such other instruments and documents and do such further acts and
things as may be required or useful to carry out the purposes of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -13-



         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.


CONTRIBUTING PARTIES:

GGP LIMITED PARTNERSHIP, a Delaware limited partnership, as attorney-in-fact for
each of the following Contributing Parties:

Cache Valley Mall Partnership, Ltd.
Burke Cloward
Alan Cordano
James Cordano
Greg Curtis
Fairfax Holding, LLC
G. Rex Frazier
Michael Frei
Hall Investment Company
Kenneth Hansen
King American Hospital, Ltd.
Florence King
Warren P. King
Paul K. Mendenhall
Tom Mulkey
North Plains Development Company, Ltd.
North Plains Land Company, Ltd.
Carl E. Olson
Martin G. Peterson
Pine Ridge Land Company, Ltd.
Price Fremont Company, Ltd.
Deirdra Price
John Price
Steven Price
Red Cliffs Mall Investment Company
Taycor Ltd.
Jennifer Wallin
Keith Whatcott
Lena  Wilcher,  as Trustee of the Lena  Wilcher  Revocable
     Trust

By:      General Growth Properties, Inc.,
         a Delaware corporation, its
         general partner

         By:      /s/ Joel Bayer
                  --------------------------------------------
                  Joel Bayer, Senior Vice President






                                      -14-


PARTNERSHIP:

GGP LIMITED PARTNERSHIP,
a Delaware limited partnership

By:      General Growth Properties, Inc.
         a Delaware corporation, its general partner


         By:      /s/ Joel Bayer
                  --------------------------------------------
                  Joel Bayer, Senior Vice President


GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.
a Delaware corporation


By:      /s/ Joel Bayer
         --------------------------------------------
         Joel Bayer, Senior Vice President





                                      -15-



                                    EXHIBIT A

                              Notice of Redemption


         The undersigned hereby irrevocably (i) exercises its Redemption Rights
as to ___________ Common Units (the "Transferred Units") in GGP Limited
Partnership (the "Partnership") in accordance with the terms of that certain
Redemption Rights Agreement, dated July 10, 2002 (the "Agreement"), among the
Partnership, General Growth Properties, Inc. (the "General Partner"), and the
other parties thereto, (ii) transfers and surrenders such Transferred Units and
all right, title and interest of the undersigned therein to the party, which
shall be either the Partnership or the General Partner, that shall purchase or
redeem such Transferred Units pursuant to the Agreement, and (iii) directs that
the Cash Purchase Price or Share Purchase Price payable upon exercise of the
Redemption Right be delivered to the address specified below and, if the Share
Purchase Price is to be delivered, the Shares shall be registered or placed in
the name(s) and at the address(es) specified below. Attached hereto are the
certificates, if any, representing the Transferred Units.

         The undersigned hereby represents, warrants, certifies and agrees (i)
that the undersigned has good and marketable title to the Transferred Units,
free and clear of all Liens, (ii) that the undersigned has the full right, power
and authority to transfer and surrender the Transferred Units as provided herein
and such transfer and surrender has been authorized by all necessary action, and
(iii) that the undersigned has obtained the consent or approval of all persons
or entities, if any, having the right to consent to or approve such transfer and
surrender.








         Capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement.

Dated:   ____________________


                        [NAME OF LIMITED PARTNER]

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

                               Its:
                                   ----------------------------------------


                        ---------------------------------------------------
                        (Street Address)

                        ---------------------------------------------------
                        (City, State, Zip Code)

                        Signature Guaranteed By:

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


If Shares are to be issued, issue to:


Please insert social security or identifying number:




                                       -2-

EX-10.7

                                                                    EXHIBIT 10.7

             REDEMPTION RIGHTS AGREEMENT (SERIES B PREFERRED UNITS)

         Redemption Rights Agreement, dated July 10, 2002, among GGP Limited
Partnership, a Delaware limited partnership (the "Partnership"), General Growth
Properties, Inc., a Delaware corporation (the "General Partner"), and the
parties who are designated as "Contributing Parties" on the signature pages
hereof (the "Contributing Parties").

                                 R E C I T A L S
                                 - - - - - - - -

         WHEREAS, the General Partner is the general partner of the Partnership;

         WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as
of March 3, 2002 (as the same has been amended and may be further amended from
time to time, the "Merger Agreement"), among the Partnership, the General
Partner and the other parties thereto, the Contributing Parties are being
admitted as limited partners of the Partnership and the Partnership is issuing
to them 8.5% Series B Cumulative Convertible Preferred Units of limited
partnership in the Partnership (such units that are being issued pursuant to the
Merger Agreement or any other securities issued in substitution therefor (other
than Common Units, as defined below) pursuant to the Series B Preferred Unit
Designation (as defined below), the "Series B Preferred Units"); and

         WHEREAS, the parties desire to set forth herein the terms and
conditions upon which the Contributing Parties may cause the Partnership to
redeem their Series B Preferred Units.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

         "Acts" shall mean the Securities Act and the Exchange Act,
collectively.

         "Affiliates" shall mean "affiliates" as defined pursuant to the
Securities Act and the regulations promulgated thereunder.

         "Business Day" shall mean any day upon which commercial banks are open
for business in Chicago, Illinois.

         "Cash Purchase Price" shall mean, with respect to any redeemed or
purchased Series B Preferred Units, an amount of cash equal to the product of
(i) the $50 face amount per Series B Preferred Unit plus an amount equal to all
distributions (whether or not earned or declared) accrued and unpaid thereon to
the closing date multiplied by (ii) the number of such redeemed or purchased
Series B Preferred Units.

         "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the General Partner, as the same may be amended from time to
time.

         "Claims" shall have the meaning set forth in Section 4.1(c).




         "Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor code.

         "Common Units" shall mean common units of limited partnership in the
Partnership.

         "Common Units Redemption Rights Agreement" shall mean that certain
Redemption Rights Agreement (Common Units) dated the date hereof, among the
parties hereto.

         "Contributing Party Representative" shall mean Jay L. Bernstein, in his
capacity as a member of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New
York, New York 10166, (212)878-8375 (facsimile), or such other Person as the
holders of at least a majority of the issued and outstanding Series B Preferred
Units may designate from time to time by delivery of written notice to the
General Partner and the Partnership.

         "Conversion Factor" shall mean .05, provided that such factor shall be
adjusted in accordance with Section 6(a).

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute.

         "Exchange Act Reporting Company" shall mean any corporation or other
entity which is subject to the reporting requirements of the Exchange Act.

         "Expiration Date" shall mean the earlier of the fifteenth anniversary
of the date hereof and the date upon which all Series B Preferred Units have
been converted into Common Units or redeemed or purchased in accordance with the
terms hereof.

         "Liens" shall have the meaning set forth in the Merger Agreement.

         "Major Transaction Event" shall mean, with respect to the General
Partner, (a) a reclassification, capital reorganization or other similar change
regarding or affecting outstanding Shares (other than a change addressed in
Section 6(a)); (b) a merger or consolidation of the General Partner with one or
more other corporations or entities, other than a merger pursuant to which the
General Partner is the surviving corporation and the outstanding Shares are not
affected, (c) a sale, lease or exchange of all or substantially all of the
General Partner's assets or (d) the liquidation, dissolution or winding up of
the General Partner.

         "Merger Agreement" shall have the meaning set forth in the recitals.

         "Notice" shall have the meaning set forth in Section 3.2.

         "Partnership Agreement" shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of April
1, 1998, as amended by that certain First Amendment thereto dated as of June 10,
1998, that certain Second Amendment thereto dated as of June 29, 1998, that
certain Third Amendment thereto dated as of February 15, 2002, that certain
Amendment dated as of April 24, 2002 and that certain Fourth Amendment thereto
dated as July 10, 2002 and as the same may be further amended from time to time.

                                      -2-


         "Person" shall mean any natural person, corporation, partnership,
association, limited liability company, trust or other entity.

         "Prospectus" shall have the meaning set forth in Section 4.1(a).

         "Preferred Stock" shall mean the 8.5% Cumulative Convertible Preferred
Stock, Series C, $100 par value per share, of the General Partner.

         "Purchase Price" shall mean the Cash Purchase Price or the Share
Purchase Price, or a combination thereof.

         "Redemption Rights" shall have the meaning set forth in Section 2.

         "Registration Statement" shall have the meaning set forth in Section
4.1(a).

         "REIT" shall mean real estate investment trust as such term is defined
under the Code.

         "REIT Requirements" shall have the meaning set forth in the Partnership
Agreement, as the same may change from time to time.

         "Rights" shall have the meaning set forth in Section 6(b).

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor statute.

         "Series B Preferred Units" shall have the meaning set forth in the
recitals.

         "Series B Preferred Unit Designation" shall mean Schedule A to the
Fourth Amendment referred to in the definition of "Partnership Agreement".

         "Share Purchase Price" shall mean, with respect to the exercise of any
Redemption Rights and subject to the provisions of Section 6(c), a number of
Shares equal to the product of (a) the number of Series B Preferred Units being
redeemed or purchased multiplied by (b) the Conversion Factor; provided,
however, that, in the event the General Partner, after the date of this
Agreement, issues to all holders of Shares rights, options, warrants or
convertible or exchangeable securities entitling the stockholders to subscribe
for or purchase Shares (other than Rights referred to in Section 6(b)) or any
other securities or property (other than distributions paid in cash), then the
Share Purchase Price also shall include such rights, options, warrants or
convertible or exchangeable securities or other securities or property that a
holder of that number of Shares would have been entitled to receive had such
holder held such Shares immediately prior to the time holders of Shares became
entitled thereto.

         "Shares" shall mean shares of the Preferred Stock.

                                      -3-


         2. Grant of Redemption Rights.

         (a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to each Contributing Party, and such Contributing
Party does hereby accept, the right, but without obligation on the part of such
Contributing Party, to require the Partnership to redeem from time to time part
or all of the Series B Preferred Units of such Contributing Party for the Cash
Purchase Price with respect to such Series B Preferred Units ("Redemption
Rights").

         (b) Notwithstanding the provisions of Section 2(a), the General Partner
may, in its sole and absolute discretion, assume and satisfy the obligation of
the Partnership with respect to any Contributing Party's exercise of a
Redemption Right by paying to such Contributing Party, at the General Partner's
election (which may be exercised in the General Partner's sole discretion),
either the Cash Purchase Price or the Share Purchase Price (or a combination
thereof) with respect to the Series B Preferred Units for which such
Contributing Party exercised its Redemption Rights. If the General Partner
assumes such obligations with respect to the exercise by any Contributing Party
of a Redemption Right as to certain Series B Preferred Units and makes the
required payment of the Share Purchase Price, the Cash Purchase Price or any
combination thereof, then the Partnership shall have no obligation to pay any
amount to such Contributing Party with respect to the exercise of a Redemption
Right for such Series B Preferred Units, and any Series B Preferred Units
purchased shall be owned by the General Partner for all purposes.

         (c) If the General Partner shall assume and satisfy the obligations of
the Partnership with respect to the exercise of a Redemption Right by any
Contributing Party, the Partnership, such Contributing Party and the General
Partner each shall treat the transaction between the General Partner and such
Contributing Party as a sale of such Contributing Party's Series B Preferred
Units (or a portion thereof) to the General Partner for federal income tax
purposes.

         (d) Upon the redemption or purchase of part or all of any Contributing
Party's Series B Preferred Units and the payment of the Purchase Price with
respect thereto, such Person shall be deemed withdrawn as a Partner in the
Partnership to the extent of the Series B Preferred Units redeemed or purchased
and shall have no further rights or obligations under this Agreement with
respect to such redeemed or purchased Series B Preferred Units; provided,
however, that such Contributing Party's rights under this Agreement with regard
to any other Series B Preferred Units will continue in full force and effect.

         (e) No fractional Shares shall be issued hereunder. In lieu of
fractional Shares, the General Partner shall pay cash based on the per Share
liquidation preference on the relevant closing date.

         (f) Notwithstanding anything to the contrary contained herein, the
General Partner shall not issue the Share Purchase Price upon exercise of any
Redemption Right by a Contributing Partner with respect to any Series B
Preferred Units unless all of the Shares so issued are listed on the New York
Stock Exchange and the Registration Statement (as herein defined) covering such
Shares shall be in effect and available for use to effect a public distribution
by the holder thereof of such Shares immediately upon such issuance and the
General Partner only shall issue

                                      -4-


such Share Purchase Price to the extent that the issuance of such Shares to such
Contributing Party does not violate the Certificate of Incorporation (assuming
such Contributing Party owns no shares of capital stock of the General Partner
other than those issued pursuant hereto and pursuant to the Common Units
Redemption Rights Agreement).

         3. Exercise of Redemption Rights.

         3.1 Time for Exercise of Redemption Rights. Each Contributing Party may
exercise its Redemption Rights in whole or in part and at any time and from time
to time on or after the date hereof but prior to the Expiration Date; provided,
however, that the Redemption Rights may not be exercised at any one time by any
Contributing Party with respect to less than 2,000 Series B Preferred Units (or
all the Series B Preferred Units then owned by such Contributing Party if such
Contributing Party owns less than 2,000 Series B Preferred Units) or in the
event that such exercise of Redemption Rights (or the assignment of Series B
Preferred Units or delivery of either the Cash Purchase Price or the Share
Purchase Price with respect thereto) violates the terms of the Partnership
Agreement, the Certificate of Incorporation or applicable law. Once given, a
Notice shall be irrevocable subject to the payment of the Purchase Price for the
Series B Preferred Units specified therein in accordance with the terms hereof.

         3.2 Method of Exercise; Etc. The Redemption Rights shall be exercised
by delivery to the Partnership of (a) written notice (the "Notice") in the form
of Exhibit A specifying the number of the Series B Preferred Units to be
redeemed and the name or names (with address) in which any Shares issuable upon
such exercise shall be registered if different than the Contributing Party and
(b) the certificates, if any, representing such Series B Preferred Units.
Notwithstanding anything to the contrary contained herein, in the event that (A)
all of the Series B Preferred Units of any deceased Contributing Party or the
Series B Preferred Units of any partnership, limited liability company or
pass-through entity that are allocable to a deceased partner, member or other
Person have not been converted into Common Units on or prior to the date of
death of such Contributing Party or other Person, and (B) the exercise of the
Redemption Rights with respect to said Series B Preferred Units shall not result
in the recognition of gain for federal income tax purposes by any party, the
Partnership shall have the right to require the Contributing Party or
partnership, limited liability company or other pass-through entity or its legal
representative, to exercise the Redemption Rights as to all of such Series B
Preferred Units and to take any and all necessary action hereunder to effect
such exercise.

         3.3 Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights by any Contributing Party shall
occur within 30 days following the giving of the Notice; provided, however, that
no closing may occur hereunder prior to the earlier of the one hundred twentieth
day after the date hereof and the date of effectiveness of the Registration
Statement. Such Contributing Party shall execute such other documents as the
General Partner may reasonably require in connection with the closing of such
redemption or purchase and sale.

         3.4 Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Series B Preferred Units pursuant to an
exercise of Redemption Rights by a Contributing Party, the Partnership shall
deliver to such Contributing Party the Cash Purchase Price by check or, in the
event that the General Partner has assumed the obligations of the

                                      -5-


Partnership with respect to such exercise of Redemption Rights, the General
Partner shall deliver to such Contributing Party, at the election of the General
Partner (which may be exercised in the General Partner's sole discretion) either
(a) the Cash Purchase Price by check or (b) certificates representing the Shares
and any other securities and/or other property constituting the Share Purchase
Price, together with cash in lieu of the issuance of any fraction of a Share as
provided in Section 2(e), or a combination thereof. In addition, in the event
that the General Partner has assumed the obligations of the Partnership with
respect to such exercise of Redemption Rights and delivers the Share Purchase
Price, the General Partner also shall pay to such Contributing Partner the
accrued and unpaid distributions in respect of the Series B Preferred Units that
are acquired by the General Partner.

         4. Matters Relating to Shares.

         4.1 Registration.

         (a) As soon as practicable following the date hereof, the General
Partner shall file a Registration Statement on Form S-3 or other appropriate
registration form (the "Registration Statement") with the SEC covering the
resale by Contributing Parties of the Shares to be issued upon exercise of the
Redemption Rights as to all Series B Preferred Units and full satisfaction of
the Redemption Rights by delivery of Shares and/or the shares of common stock of
the General Partner to be issued upon their conversion (all of such shares
referred to hereafter in this Section 4.1 as the "Shares") and shall use its
reasonable best efforts to cause the Registration Statement to become effective
as soon as practicable thereafter. Following the effective date of the
Registration Statement and until the Shares covered by the Registration
Statement have been sold or are eligible for resale under Rule 144(k)
promulgated under the Securities Act, the General Partner shall keep the
Registration Statement current, effective and available for the resale by
Contributing Parties of the Shares delivered to them pursuant hereto. The
General Partner shall bear all expenses relating to filing such Registration
Statement and keeping such Registration Statement current, effective and
available; provided, however, that the General Partner shall not be responsible
for any brokerage fees or underwriting commissions due and payable by any
Contributing Party.

         (b) During the time period when the Registration Statement is required
to be current, effective and available under Section 4.1(a), the General Partner
also shall:

              (i) prepare and file with the SEC such amendments and supplements
         to the Registration Statement and the prospectus constituting a part
         thereof, as amended or supplemented (the "Prospectus"), as may be
         necessary to keep such Registration Statement effective and to comply
         with the provisions of the Securities Act with respect to the sale of
         the Shares covered by such Registration Statement whenever any
         Contributing Party shall desire to sell or otherwise dispose of the
         same but in no event beyond the period in which the Registration
         Statement is required to be kept in effect;

              (ii) furnish to each Contributing Party, without charge, such
         number of authorized copies of the Prospectus, and any amendments or
         supplements to the Prospectus, in conformity with the requirements of
         the Securities Act, and such other


                                      -6-


         documents as any Contributing Party may reasonably request in order to
         facilitate the public sale or other disposition of the Shares owned by
         Contributing Parties.

              (iii) register or qualify the securities covered by the
         Registration Statement under state securities or blue sky laws of such
         jurisdictions as are reasonably required to effect a sale thereof and
         do any and all other acts and things which may be necessary or
         appropriate under such state securities or blue sky laws to enable
         Contributing Parties to consummate the public sale or other disposition
         in such jurisdictions of such securities;

              (iv) before filing any amendments or supplements to the
         Registration Statement or the Prospectus, furnish copies of all such
         documents proposed to be filed to the Contributing Party Representative
         who shall be afforded a reasonable opportunity to review and comment
         thereon; provided, however, that all such documents shall be subject to
         the approval of the Contributing Party Representative insofar as they
         relate to information concerning Contributing Parties (including,
         without limitation, the proposed method of distribution of any
         Contributing Party's securities);

              (v) notify Contributing Parties promptly (A) when any such
         Registration Statement has become effective and when any post-effective
         amendments and supplements thereto become effective, (B) of any request
         by the SEC or any state securities authority for amendments and
         supplements to such Registration Statement and the Prospectus or for
         additional information, (C) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         any such Registration Statement or the initiation of any proceedings
         for the purpose, (D) if, between the effective date of any such
         Registration Statement and the sale of the Shares to which it relates,
         the General Partner receives any notification with respect to the
         suspension of the qualification of the Shares or initiation of any
         proceeding for such purpose, and (E) of the happening of any event
         during the period such Registration Statement is effective which in the
         judgment of the General Partner makes any statement made in the
         Registration Statement or the Prospectus untrue in any material respect
         or which requires the making of any changes in the Registration
         Statement or the Prospectus in order to make the statements therein not
         misleading;

              (vi) use its reasonable best efforts to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest practicable time;

              (vii) cooperate with each Contributing Party to facilitate the
         timely preparation and delivery of certificates representing Shares
         being sold, which certificates shall not bear any restrictive legends
         provided the Shares evidenced thereby have been sold in a manner
         permitted by the Prospectus; and

              (viii) upon the occurrence of any event contemplated by Section
         4.1(b)(v)(E) hereof, promptly prepare and file a supplement or
         post-effective amendment to the Registration Statement or the
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Shares, the Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein in

                                      -7-


         light of the circumstances under which they were made, not misleading;
         provided, however, that the obligation to prepare and file any such
         supplement or post-effective amendment shall be suspended if the
         General Partner, relying upon advice of counsel, determines that
         disclosure of any information required to be included therein would be
         adverse to its interests, but such suspension shall not extend beyond
         90 days with respect to any such specified event.

         (c) The General Partner hereby agrees to indemnify and hold harmless
each Contributing Party and each person, if any, who controls such Contributing
Party (within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act) from and against any and all losses, claims, damages,
costs and expenses (including reasonable attorneys' fees) ("Claims") to which
such Contributing Party or such controlling person may become subject, under the
Securities Act or otherwise, caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus or any amendment or supplement thereto, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
such Contributing Party and each such controlling person for any legal or other
expenses reasonably incurred by such Contributing Party in connection with
investigating or defending any such loss as such expenses are incurred;
provided, however, that the General Partner shall not be liable insofar as any
such losses, claims, damages, costs and expenses (including reasonable
attorneys' fees) are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
General Partner by any Contributing Party expressly for use therein. Each
Contributing Party agrees to indemnify and hold harmless the General Partner and
each person, if any, who controls the General Partner (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act) from
and against any and all Claims to which the General Partner or such controlling
person may become subject, under the Securities Act or otherwise, caused by any
untrue statement or omission or alleged untrue statement or omission based upon
such information furnished in writing to the General Partner by such
Contributing Party.

         (d) Each Contributing Party agrees that, upon receipt of any notice
from the General Partner of the happening of any event of the kind described in
Section 4.1(b)(v)(E), such Contributing Party will forthwith discontinue
disposition of securities pursuant to the Registration Statement until such
Contributing Party's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4.1(b)(viii).

         (e) Upon the written request to the General Partner from time to time
as below provided and subject to other contractual obligations of the General
Partner, the Contributing Parties holding Shares covered by the Registration
Statement who desire to do so may sell such Shares covered by the Registration
Statement in an underwritten offering. In such underwritten offering, the
investment banker or bankers and manager or managers that will administer the
offering will be selected by, and the underwriting arrangements with respect
thereto will be approved by, the Contributing Parties; provided that such
investment bankers and managers and underwriting arrangements must be reasonably
satisfactory to the General Partner. No Contributing Party may participate in
any underwritten offering contemplated hereby unless such Contributing Party
agrees to sell such Contributing Party's Shares covered by the Registration
Statement in accordance with any approved underwriting arrangements and
completes and

                                      -8-


executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such approved underwriting arrangements. The General Partner shall be
responsible for the costs of preparing and filing the amendment or supplement
that is referred to below, and the selling securityholders shall pay their
attorney's fees and underwriting discounts and commissions incurred in
connection with such underwritten offerings. Notwithstanding the foregoing, upon
receipt of a request from the managing underwriter or a representative of the
Contributing Parties to prepare and file an amendment or supplement to the
Registration Statement and Prospectus in connection with such underwritten
offering, the General Partner may delay the filing of any such amendment or
supplement or postpone taking action with respect to an underwritten offering
for a period not to exceed an aggregate of 180 days in any calendar year, if the
General Partner determines in its good faith judgment that the filing of such
amendment or supplement or the taking of such action with respect to an
underwritten offering would have a material adverse effect on the business,
operations or prospects of the General Partner, or adversely affect a material
financing, acquisition, disposition of assets or stock, merger or other
comparable transaction. Notwithstanding anything to the contrary contained in
the foregoing, the Contributing Parties shall not have the right to effect more
than two underwritten offerings pursuant to this paragraph and each such
offering shall be required to include minimum gross sales proceeds of
$17,500,000.

         (f) Notwithstanding anything to the contrary contained herein, the
General Partner shall have no obligation to keep any registration statement
filed pursuant to this Section 4.1 effective after the Expiration Date or if the
status of the General Partner (or its successor) as an Exchange Act Reporting
Company is terminated.

         4.2 Reservation of Shares. At all times while the Redemption Rights are
outstanding, the General Partner shall reserve for issuance such number of
Shares as may be necessary to enable the General Partner to issue Shares in full
satisfaction of all Redemption Rights which are from time to time outstanding
(assuming that there are no limitations as to the ownership of such Shares under
the Certificate of Incorporation which relate to compliance with the REIT
Requirements and that the General Partner elected to pay the Share Purchase
Price with respect to all such Redemption Rights).

         4.3 Fully Paid and Non-Assessable. All Shares which may be issued upon
exercise of the Redemption Rights shall be duly and validly issued and fully
paid and non-assessable.

         5. Transfer and Similar Taxes. The General Partner shall pay any and
all documentary stamp or similar issue or transfer taxes payable in respect of
the issue or delivery of shares of Preferred Stock or other securities or
property pursuant hereto; provided, however, that the General Partner shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issue or delivery of shares of Preferred Stock or other
securities or property in a name other than that of the holder of the Preferred
Units to be exchanged, and no such issue or delivery shall be made unless and
until the person requesting such issue or delivery has paid to the General
Partner the amount of any such tax or established, to the reasonable
satisfaction of the General Partner, that such tax has been paid.

                                      -9-


         6. Anti-Dilution and Adjustment Provisions.

         (a) The Conversion Factor shall be adjusted in the event that the
General Partner (i) declares or pays a dividend or distribution on its
outstanding Shares in Shares or makes a distribution to all holders of its
outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii)
combines its outstanding Shares into a smaller number of Shares. In such event,
the Conversion Factor shall be adjusted by multiplying the Conversion Factor by
a fraction, the numerator of which shall be the number of Shares issued and
outstanding on the record date for such dividend, distribution, subdivision or
combination (assuming for such purposes that such dividend, distribution,
subdivision or combination has occurred as of such time) and the denominator of
which shall be the actual number of Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Conversion
Factor shall become effective immediately after the effective date of such event
retroactive to the opening of business on the day next following the record
date, if any, for such event.

         (b) If at any time the holders of Shares are entitled to any right (a
"Right") to subscribe pro rata for additional securities of the General Partner,
whether Preferred Stock or other classifications, or for any other securities or
interests that a Contributing Party would have been entitled to subscribe for
if, immediately prior to such grant, such Contributing Party had exercised its
Redemption Rights and received the Share Purchase Price in payment thereof, in
lieu of any adjustment under any other subsection of this Section 6 or other
provision of this Agreement and except to the extent that provision otherwise
has been made for such Contributing Party to receive such Right, such
Contributing Party also shall receive from the General Partner, prior to or
concurrent with the time such Right becomes exercisable, the same Right that
such Contributing Party would have been entitled to if such Contributing Party
had exercised its Redemption Rights in full and received the Share Purchase
Price in satisfaction thereof immediately prior to the time holders of Shares
became entitled to such Right.

         (c) Upon the occurrence of a Major Transaction Event, the General
Partner shall cause effective provision to be made so that, upon exercise of the
Redemption Rights by any Contributing Party and the election of the General
Partner to pay the Purchase Price at any time following such Major Transaction
Event by means of the Share Purchase Price, such Contributing Party shall have
the right to acquire, in lieu of the Shares which otherwise would have been
issued to such Contributing Party, the kind and amount of shares of stock and
other securities and property (and the provisions contained in Section 4.1 shall
apply anew to the extent that such securities are of a class of securities of
the General Partner or its successor that are registered under the Exchange Act)
and interests as would be issued or payable with respect to or in exchange for
the number of Shares constituting the Share Purchase Price as if such Redemption
Rights had been exercised and the General Partner had satisfied the Redemption
Rights by delivery of the Share Purchase Price immediately before such Major
Transaction Event.

         (d) The Partnership shall give written notice to Contributing Parties
of any Major Transaction Event promptly after such Major Transaction is
announced to the public.

                                      -10-


         (e) Notwithstanding anything to the contrary contained herein, the
adjustment provisions contained in this Agreement shall be applied so that there
is no duplication of adjustments made pursuant to any other document. The
provisions of this Section 6 shall apply to successive events that may occur
from time to time but only shall apply to a particular event if it occurs prior
to the exercise in full of the Redemption Rights or the liquidation of the
Partnership. Nothing contained herein shall prevent or otherwise limit the
liquidation of the Partnership pursuant to the Partnership Agreement, as amended
from time to time.

         (f) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
this Section 6 and shall prepare a certificate signed by the chief financial
officer of the General Partner setting forth the adjusted Conversion Factor and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed at the offices of the General Partner.

         7. Miscellaneous Provisions.

         7.1 Notices. All notices or other communications given pursuant to this
Agreement, including without limitation any Notice, shall be sent to the party
to whom or to which such notice is being sent, by certified or registered mail,
return receipt requested, commercial overnight delivery service, facsimile or
delivered by hand with receipt acknowledged in writing and otherwise as set
forth in this Section 7.1. All notices (a) shall be deemed given when received
or, if mailed as described above, after 5 Business Days or, if sent by
facsimile, upon receipt of confirmed answerback and (b) may be given either by a
party or by such party's attorneys. For purposes of this Section 7.1, the
addresses of the parties shall be, in the case of the Partnership and the
General Partner, 110 N. Wacker Drive, Chicago, Illinois 60606, facsimile number
(312) 960-5463, Attention: Bernard Freibaum (with a copy to Neal, Gerber &
Eisenberg, Two North LaSalle Street, Suite 2200, Chicago, Illinois 60602, Attn:
Marshall E. Eisenberg, facsimile number (312) 269-1747), and, in the case of
each Contributing Party, as set forth on the records of the Partnership. The
address of any party may be changed by a notice in writing given in accordance
with the provisions hereof.

         7.2 Assignment. The rights of any Contributing Party hereunder
(including the Redemption Rights) shall automatically devolve upon any Person to
the extent that such Person holds Series B Preferred Units, and becomes a
substituted partner with respect to such Series B Preferred Units, in accordance
with the Partnership Agreement and delivers to the Partnership a written
instrument, in form reasonably satisfactory to the Partnership, pursuant to
which such Person agrees to be bound by the terms hereof (but the rights of such
Contributing Party hereunder are not otherwise assignable). Subject to the
provisions of Section 6, the General Partner may assign this Agreement without
the consent of any Contributing Party, provided that no such assignment shall
relieve the General Partner of its obligations under this Agreement.

         7.3 Binding Effect. Except as otherwise set forth herein, this
Agreement shall be binding upon, and inure to the benefit of, the parties and
their successors and permitted assigns.

         7.4 Amendments. The provisions of this Agreement may be amended only
with the written consent of the Partnership, the General Partner and the holders
of at least a majority of the issued and outstanding Series B Preferred Units.

                                      -11-


         7.5 Governing Law. This Agreement shall be governed by the laws of the
State of Delaware (without regard to its conflicts of law principles).

         7.6 Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which shall constitute one document.

         7.7 Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes any
prior written or oral understandings and/or agreements among them with respect
thereto.

         7.8 Pronouns; Headings; Etc. As used herein, all pronouns shall include
the masculine, feminine and neuter, and all terms shall include the singular and
plural thereof wherever the context and facts require such construction. The
headings herein are inserted for convenience of reference only and are to be
ignored in any construction of the provisions hereof. Any references in this
Agreement to a "Section" or "Exhibit" shall refer to a Section or Exhibit of
this Agreement unless otherwise specified.

         7.9 Survival. The representations, warranties and covenants contained
herein or made pursuant hereto shall survive the execution and delivery of this
Agreement and the closing of any redemption or purchase and sale pursuant to an
exercise of Redemption Rights hereunder.

         7.10 Further Assurances. Each of the parties shall hereafter execute
and deliver such other instruments and documents and do such further acts and
things as may be required or useful to carry out the purposes of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -12-





         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.


CONTRIBUTING PARTIES:

GGP LIMITED PARTNERSHIP, a Delaware limited partnership, as attorney-in-fact for
each of the following Contributing Parties:

Cache Valley Mall Partnership, Ltd.
Burke Cloward
Alan Cordano
James Cordano
Greg Curtis
Fairfax Holding, LLC
G. Rex Frazier
Michael Frei
Hall Investment Company
Kenneth Hansen
King American Hospital, Ltd.
Florence King
Warren P. King
Paul K. Mendenhall
Tom Mulkey
North Plains Development Company, Ltd.
North Plains Land Company, Ltd.
Carl E. Olson
Martin G. Peterson
Pine Ridge Land Company, Ltd.
Price Fremont Company, Ltd.
Deirdra Price
John Price
Steven Price
Red Cliffs Mall Investment Company
Taycor Ltd.
Jennifer Wallin
Keith Whatcott
Lena Wilcher, as Trustee of the Lena Wilcher
      Revocable Trust

By:      General Growth Properties, Inc.,
         a Delaware corporation, its
         general partner

         By:      /s/ Joel Bayer
                  --------------------------------------------
                  Joel Bayer, Senior Vice President


                                      -13-


PARTNERSHIP:

GGP LIMITED PARTNERSHIP,
a Delaware limited partnership

By:  General Growth Properties, Inc.
     a Delaware corporation, its general partner


         By:      /s/ Joel Bayer
                  --------------------------------------------
                  Joel Bayer, Senior Vice President


GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.
a Delaware corporation


By:      /s/ Joel Bayer
         --------------------------------------------
         Joel Bayer, Senior Vice President





                                      -14-




                                    EXHIBIT A

                              Notice of Redemption


         The undersigned hereby irrevocably (i) exercises its Redemption Rights
as to ___________ Series B Preferred Units (the "Transferred Units") in GGP
Limited Partnership (the "Partnership") in accordance with the terms of that
certain Redemption Rights Agreement, dated July 10, 2002 (the "Agreement"),
among the Partnership, General Growth Properties, Inc. (the "General Partner"),
and the other parties thereto, (ii) transfers and surrenders such Transferred
Units and all right, title and interest of the undersigned therein to the party,
which shall be either the Partnership or the General Partner, that shall
purchase or redeem such Transferred Units pursuant to the Agreement, and (iii)
directs that the Cash Purchase Price or Share Purchase Price payable upon
exercise of the Redemption Right be delivered to the address specified below
and, if the Share Purchase Price is to be delivered, the Shares shall be
registered or placed in the name(s) and at the address(es) specified below.
Attached hereto are the certificates, if any, representing the Transferred
Units.

         The undersigned hereby represents, warrants, certifies and agrees (i)
that the undersigned has good and marketable title to the Transferred Units,
free and clear of all Liens, (ii) that the undersigned has the full right, power
and authority to transfer and surrender the Transferred Units as provided herein
and such transfer and surrender has been authorized by all necessary action, and
(iii) that the undersigned has obtained the consent or approval of all persons
or entities, if any, having the right to consent to or approve such transfer and
surrender.







         Capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement.

Dated:   ____________________


                                        [NAME OF LIMITED PARTNER]

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

                                        Its:
                                            ------------------------------------


                                            ------------------------------------
                                            (Street Address)

                                            ------------------------------------
                                            (City, State, Zip Code)

                                            Signature Guaranteed By:

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



If Shares are to be issued, issue to:






Please insert social security or identifying number:



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