GENERAL GROWTH PROPERTIES INC
REDEMPTION RIGHTS AGREEMENT - SERIES B PREF. UNITS
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>14
<FILENAME>c70733exv10w7.txt
<DESCRIPTION>REDEMPTION RIGHTS AGREEMENT - SERIES B PREF. UNITS
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                                                                    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
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         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).


<PAGE>

         "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-
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         "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-
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         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-
<PAGE>

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-
<PAGE>

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-
<PAGE>

         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-
<PAGE>

         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-
<PAGE>

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-
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         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-
<PAGE>

         (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-
<PAGE>

         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-
<PAGE>




         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-
<PAGE>

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-
<PAGE>



                                    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.



<PAGE>



         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-

</TEXT>
</DOCUMENT>
