GENERAL GROWTH PROPERTIES INC
REDEMPTION RIGHTS AGREEMENT (SERIES C PREFERRED)
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<TYPE>EX-10.(LLL)
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<FILENAME>c75410exv10wxllly.txt
<DESCRIPTION>REDEMPTION RIGHTS AGREEMENT (SERIES C PREFERRED)
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                                                                    ITEM 10(lll)


             REDEMPTION RIGHTS AGREEMENT (SERIES C PREFERRED UNITS)

         Redemption Rights Agreement, dated November 27, 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 JSG, LLC, a Delaware limited liability company (together with its successors
and assigns, the "Contributing Party").

                                 R E C I T A L S

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

         WHEREAS, pursuant to that certain Contribution and Sale Agreement dated
as of October 18, 2002 (as the same has been amended and may be further amended
from time to time, the "Purchase Agreement"), among the Partnership, the
Contributing Party and the other parties thereto, the Contributing Party is
being admitted as a limited partner of the Partnership and the Partnership is
issuing to it 7% Series C Cumulative Convertible Preferred Units of limited
partnership in the Partnership (such units that are being issued pursuant to the
Purchase Agreement or any other securities issued in substitution therefor
(other than Common Units, as defined below) pursuant to the Series C Preferred
Unit Designation (as defined below), the "Series C Preferred Units"); and

         WHEREAS, the parties desire to set forth herein the terms and
conditions upon which the Contributing Party may cause the Partnership to redeem
its Series C 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 C Preferred Units, an amount of cash equal to the product of
(i) the $50 base liquidation preference per Series C Preferred Unit plus an
amount equal to all accumulated and unpaid distributions (whether or not earned
or declared) with respect thereto multiplied by (ii) the number of such redeemed
or purchased Series C 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).



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         "Closing Price" shall have the meaning set forth in the Partnership
Agreement.

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

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

         "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.

         "Common Unit Value" shall have the meaning set forth in the Series C
Preferred Unit Designation.

         "Conversion Price" shall have the meaning set forth in the Series C
Preferred Unit Designation.

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

         "Demand Resale Registration Statement" shall have the meaning set forth
in Section 4.1(c).

          "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.

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

         "Liens" shall mean liens, pledges, security interests, mortgages,
encumbrances and other claims of any type or kind.

         "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 reclassification, capital
reorganization or other similar change for which adjustment is made by operation
of the definition of Share Purchase Price; (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.

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




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         "Partnership Agreement" shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of April
1, 1998, as previously amended 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.

         "Preferred Stock" shall mean the 7% Cumulative Convertible Preferred
Stock, Series H, $100 par value per share, of the General Partner.

         "Preferred Units" shall mean preferred units of limited partnership in
the Partnership, including Series C Preferred Units, that have been issued prior
hereto or are issued hereafter.

         "Prospectus" shall mean, with respect to any Registration Statement,
the prospectus constituting a part thereof, as amended or supplemented.

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

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

         "Redemption Exercise Following Death" shall have the meaning set forth
in Section 2(b).

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

         "Registration Statements" shall have the meaning set forth in Section
4.1(g).

         "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.

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

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

         "SEC" shall mean the Securities and Exchange Commission.

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

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

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

         "Series C Preferred Unit Designation" shall mean Schedule A to the
amendment to the Partnership Agreement that is being executed and delivered
concurrently herewith.




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<PAGE>



         "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 quotient of (a) the product of (x) the $50 base liquidation
preference per Series C Preferred Unit and (y) the number of Series C Preferred
Units being redeemed or purchased, divided by (b) the $1,000 base liquidation
preference per Share; 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(a)) 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
similar rights, options, warrants or convertible or exchangeable securities in
respect of Series C Preferred Units or adjustment otherwise has been made in
respect thereof).

         "Shares" shall mean shares of the Preferred Stock.

         "Specified Partnership Agreement Provisions" shall mean (a) Article
VIII of the Partnership Agreement and (b) restrictions with respect to Preferred
Units of the types contained in Sections 5 and/or 6 of the Series C Preferred
Unit Designation.

         "Terminal Date" shall have the meaning set forth in Section 2(b).

         "Window Period" shall mean the period consisting of the fourteen
calendar days immediately preceding the first anniversary of the date hereof and
the fourteen calendar days immediately following such first anniversary.

         2.   Grant of Redemption Rights.

         (a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to the Contributing Party, and the Contributing
Party does hereby accept, the right, but without obligation on the part of the
Contributing Party, to require the Partnership to redeem from time to time part
or all of the Series C Preferred Units of the Contributing Party for the Cash
Purchase Price with respect to such Series C 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 the Contributing Party's exercise of a
Redemption Right by paying to the 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 C Preferred Units for which the Contributing
Party exercised its Redemption Rights; provided, however, that the General
Partner may not pay the Share Purchase Price with respect to the exercise of a
Redemption Right as to Series C Preferred Units if such exercise is made within
ninety (90) days following the death of the holder thereof or, if the holder
thereof is a revocable or grantor trust, the death of the grantor of such trust
(such exercise, a "Redemption



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<PAGE>


Exercise Following Death"); provided further, however, that the foregoing
proviso shall not apply if a Redemption Exercise Following Death is made after
the earlier of (i) the third anniversary of the date hereof and (ii) the last
day of any consecutive 90-calendar day period during which the Common Unit Value
on each trading day during such 90-day period exceeds the Conversion Price then
in effect (the "Terminal Date"). For avoidance of doubt, the intent of the
foregoing two provisos is to require the Partnership or the General Partner to
pay the Cash Purchase Price in connection with a Redemption Exercise Following
Death made before the Terminal Date. If the General Partner assumes such
obligations with respect to the exercise by the Contributing Party of a
Redemption Right as to certain Series C 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 the
Contributing Party with respect to the exercise of a Redemption Right for such
Series C Preferred Units, and any Series C 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 the
Contributing Party, the Partnership, the Contributing Party and the General
Partner each shall treat the transaction between the General Partner and the
Contributing Party as a sale of the Contributing Party's Series C 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 the Contributing
Party's Series C 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 C Preferred Units redeemed or purchased
and shall have no further rights or obligations under this Agreement with
respect to such redeemed or purchased Series C Preferred Units; provided,
however, that the Contributing Party's rights under this Agreement with regard
to any other Series C 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.

         3.   Exercise of Redemption Rights.


         3.1     Time for Exercise of Redemption Rights. The 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 first anniversary of the date hereof; provided,
however, that the Redemption Rights may not be exercised at any one time by the
Contributing Party with respect to less than 1,000 Series C Preferred Units (or
all the Series C Preferred Units then owned by the Contributing Party if the
Contributing Party owns less than 1,000 Series C Preferred Units) or in the
event that such exercise of Redemption Rights (or the assignment of Series C
Preferred Units or delivery of either the Cash Purchase Price or the Share
Purchase Price with respect thereto) violates the Specified Partnership
Agreement Provisions or applicable law. Once given, a Notice shall be
irrevocable subject to the payment of the Purchase Price for the Series C
Preferred Units specified therein in accordance with the terms hereof.




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<PAGE>





         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 C 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 C Preferred Units.
Notwithstanding anything to the contrary contained herein, (a) in the event that
(i) all of the Series C Preferred Units of any deceased Person, or the Series C
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
Person, and (ii) the exercise of the Redemption Rights with respect to said
Series C Preferred Units as of the date of death 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 its legal
representative) or such partnership, limited liability company or other
pass-through entity to exercise the Redemption Rights as to all of such Series C
Preferred Units (other than those Units as to which Redemption Rights previously
have been exercised) and to take any and all necessary action hereunder to
effect such required exercise (but, in the event of any exercise of Redemption
Rights by a holder of Series C Preferred Units that is required pursuant to this
sentence, the General Partner must assume and satisfy the obligations of the
Partnership with respect thereto as provided in Section 2(b) and deliver the
Share Purchase Price with respect thereto); provided, however, that the General
Partner may not require any holder of Series C Preferred Units to exercise
Redemption Rights pursuant to this sentence during any period in which such
holder would have the right to make a Redemption Exercise Following Death
pursuant to Section 2(b).

         3.3     Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights by the Contributing Party shall
occur within 30 days following the giving of the Notice. The 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 C Preferred Units pursuant to an
exercise of Redemption Rights by the Contributing Party, the Partnership shall
deliver to the 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 the 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 the Contributing Party the
accumulated and unpaid distributions in respect of the Series C Preferred Units
that are acquired by the General Partner.

         4.   Matters Relating to Shares.




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         4.1     Registration.

         (a) The General Partner shall (i) prepare, file and use reasonable best
efforts to cause to become effective as soon as practicable thereafter a
registration statement (the "Issuance Registration Statement"), which may be on
Form S-3, under the Securities Act relating to the Shares to be issued upon
exercise of the Redemption Rights and full satisfaction of the Redemption Rights
by delivery of Shares and/or the shares of common stock to be issued upon their
conversion (all of such shares referred to hereinafter in this Section 4.1 as
the "Shares") and (ii) prepare and file with the SEC such amendments and
supplements to the Issuance Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep the Issuance Registration
Statement effective and to comply with the provisions of the Securities Act. The
General Partner shall file the Issuance Registration Statement during the Window
Period.

         (b) In the event that, for any reason, the General Partner (i) is
unable to cause the Issuance Registration Statement to be declared effective by
the SEC within ninety (90) days following the filing date thereof or (ii)
otherwise determines that it will be unable to cause the Issuance Registration
Statement to be declared effective by the SEC within such ninety (90) day period
or that it will be unable or impracticable to keep the Issuance Registration
Statement continuously effective, the General Partner shall file with the SEC,
within thirty (30) days after the earlier of such ninetieth day and the date of
such determination, a registration statement on Form S-3 or other appropriate
registration form with the SEC covering the resale by Contributing Party of such
Shares and shall use its reasonable best efforts to cause such registration
statement (the "Section 4.1(b) Resale Registration Statement") to become
effective as soon as practicable thereafter. Following the effective date of the
Section 4.1(b) Resale Registration Statement and until the Shares covered by the
Section 4.1(b) Resale 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 Section 4.1(b) Resale Registration Statement current,
effective and available for the resale by Contributing Party of the Shares
delivered to it pursuant hereto.

         (c) If the Issuance Registration Statement is not effective for any
reason, Shares are issued to the Contributing Party without registration under
the Securities Act and a Section 4.1(b) Resale Registration Statement covering
the resale of such Shares is not effective, the General Partner shall, upon the
written request of any Contributing Party (a "Demand Notice"), cause to be filed
as soon as practicable after the date of such request by such Contributing Party
a registration statement (a "Demand Resale Registration Statement" and each of a
Demand Resale Registration Statement and a Section 4.1(b) Resale Registration
Statement is hereinafter sometimes referred to as a "Resale Registration
Statement") in accordance with Rule 415 under the Securities Act (or such other
rule as is applicable to the proposed sale) relating to the sale by such
Contributing Party of all or a portion of the Shares held by such Contributing
Party in accordance with the terms hereof, and shall use reasonable best efforts
to cause such Demand Resale Registration Statement to be declared effective by
the SEC as soon as practicable thereafter. The General Partner agrees to use its
reasonable best efforts to keep the Demand Resale Registration Statement
continuously effective, after its date of effectiveness, with respect to the
Shares of the requesting Contributing Party until the earlier of (a) the date on
which all of the Shares covered by the Demand Resale Registration Statement have
been sold and (b) the date


                                      -7-
<PAGE>






on which all of the Shares held by such Contributing Party have become eligible
for sale pursuant to Rule 144(k) (or any successor provision).

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

                  (i) promptly prepare and file with the SEC such amendments and
         supplements to such Resale Registration Statement and the Prospectus
         relating thereto, as may be necessary to keep such Resale Registration
         Statement effective and to comply with the provisions of the Securities
         Act with respect to the sale of the Shares covered by such Resale
         Registration Statement whenever 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. Upon
         ten (10) business days' notice, the General Partner shall file any
         supplement or post-effective amendment to such Resale Registration
         Statement with respect to the plan of distribution or a Contributing
         Party's ownership interests in its Shares that is reasonably necessary
         to permit the sale of such Contributing Party's Shares pursuant to such
         Resale Registration Statement;

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

                  (iii) register or qualify the securities covered by such
         Resale 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 Party to consummate the public sale or other disposition
         in such jurisdictions of such securities;

                  (iv) before filing any amendments or supplements to such
         Resale Registration Statement or the Prospectus relating thereto,
         furnish copies of all such documents proposed to be filed to the
         Contributing Party, 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 insofar as
         they relate to information concerning the Contributing Party
         (including, without limitation, the proposed method of distribution of
         Contributing Party's securities);

                  (v) notify Contributing Party promptly (A) when such Resale
         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 Resale Registration Statement and the Prospectus
         relating thereto or for additional information, and (C) of the
         happening of any event during the period such Resale Registration
         Statement is effective which in the judgment of the General Partner
         makes any statement made in such Resale Registration Statement or such
         Prospectus untrue in any material respect or which



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<PAGE>




         requires the making of any changes in such Resale Registration
         Statement or such Prospectus in order to make the statements therein
         not misleading;

                  (vi) cooperate with 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 relating to such Resale Registration
         Statement;

                  (vii) upon the occurrence of any event contemplated by clause
         (v)(C) above, promptly prepare and file a supplement or post-effective
         amendment to such Resale Registration Statement or the Prospectus
         relating thereto or any document incorporated therein by reference or
         file any other required document so that, as thereafter delivered to
         the purchasers of the Shares, such 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 (A) shall not extend beyond sixty (60) days with
         respect to any such specified event and (B) shall not occur more than
         twice during any period of twelve (12) consecutive months; and

                  (viii) promptly notify each Contributing Party of, and confirm
         in writing, (A) the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of such Resale
         Registration Statement or the initiation of any proceedings for that
         purpose, or (ii) if, between the effective date of any such Resale
         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. The General Partner shall use its
         reasonable best efforts to obtain the withdrawal of any order
         suspending the effectiveness of such a Registration Statement at the
         earliest practicable time.

         (e) The General Partner hereby agrees to indemnify and hold harmless
Contributing Party and each person, if any, who controls 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
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 any Resale Registration Statement or
the Prospectus relating thereto 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


                                      -9-
<PAGE>






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.

         (f) 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
clause (d)(v)(C) above and without waiving any rights under clause (d)(vii)
above, such Contributing Party will forthwith discontinue disposition of
securities pursuant to any Resale Registration Statement until Contributing
Party's receipt of the copies of the supplemented or amended Prospectus
contemplated by clause (d)(vii) above.

         (g) The General Partner shall bear all expenses relating to filing the
Issuance Registration Statement and each Resale Registration Statement
(collectively, the "Registration Statements") and keeping the Registration
Statements current, effective and available; provided, however, that the General
Partner shall not be responsible for any brokerage fees or underwriting
commissions due and payable in connection with the sale of Shares.

         (h) Notwithstanding anything to the contrary contained herein, the
General Partner shall have no obligation to keep any Registration Statement
effective 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.




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         6.   Anti-Dilution and Adjustment Provisions.

         (a) 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 the Contributing Party would have been entitled to subscribe for
if, immediately prior to such grant, the 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 the Contributing Party to receive such Right or a similar
right in respect of the Series C Preferred Units, the Contributing Party also
shall receive from the General Partner, prior to or concurrent with the time
such Right becomes exercisable, the same Right that the Contributing Party would
have been entitled to if the 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.

         (b) 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 the 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, the Contributing Party shall have
the right to acquire, in lieu of the Shares which otherwise would have been
issued to the 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.

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

         (d) 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.

         (e) 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.




                                      -11-
<PAGE>





         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 the
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 the Contributing Party hereunder
(including the Redemption Rights) shall automatically devolve upon any Person to
the extent that such Person holds Series C Preferred Units, and becomes a
substituted partner with respect to such Series C 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 the
Contributing Party hereunder are not otherwise assignable). All references
herein to Contributing Party shall be deemed to be references to each assignee
pursuant to this paragraph. Subject to the provisions of Section 6, the General
Partner may assign this Agreement in connection with a Major Transaction Event
without the consent of the 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 C Preferred
Units.

         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



                                      -12-
<PAGE>





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]




                                      -13-
<PAGE>





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

CONTRIBUTING PARTY:

JSG, LLC, a Delaware limited liability company



By       /s/ Daniel W. Donahue
  ------------------------------------------
    Daniel W. Donahue, Managing Member


PARTNERSHIP:

GGP LIMITED PARTNERSHIP, a Delaware limited partnership

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


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



GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.
a Delaware corporation



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









                                      -14-
<PAGE>






                                    EXHIBIT A

                              Notice of Redemption


         The undersigned hereby irrevocably (i) exercises its Redemption Rights
as to ___________ Series C Preferred Units (the "Transferred Units") in GGP
Limited Partnership (the "Partnership") in accordance with the terms of that
certain Redemption Rights Agreement (Series C Preferred Units), dated November
27, 2002 (the "Agreement"), among the Partnership, General Growth Properties,
Inc. (the "General Partner"), and JSG, LLC, (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 and certifies that, as of
the date hereof and as of the closing of the purchase or redemption of the
Transferred Units pursuant to the exercise of Redemption Rights effected hereby,
(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.




                                      -15-
<PAGE>





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

Dated:
         --------------------

                                         [NAME OF PERSON]



                                         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-

</TEXT>
</DOCUMENT>
