**Exhibit 10.1**Execution Copy**INDEMNITY AGREEMENT**     This INDEMNITY AGREEMENT, dated as of February _,2006 (this “Agreement”), is made andentered into by General Growth Properties, Inc., a Delaware corporation (“GGP”) and TheRouse Company, LP, a Delaware limited partnership and the successor to The Rouse Company, Inc., aMaryland corporation (“Rouse”) (collectively, the “Indemnifying Parties”), infavor of and for the benefit of the Holders.     WHEREAS, in 1996 Rouse acquired The Hughes Corporation (“THC”) pursuant to theAgreement and Plan of Merger, dated as of February 22, 1996 (the “1996 Merger Agreement”),among Rouse, TRC Acquisition Company I and THC (the “1996Merger”);     WHEREAS, in satisfaction of a condition precedent set forth in the 1996 Merger Agreement,Rouse entered into that certain Contingent Stock Agreement, effective as of January 1, 1996 (the“CSA”), in favor of and for the benefit of the Holders;     WHEREAS, pursuant to Section 7.04(a) of the CSA, Rouse agreed to require any successor to allor substantially all of the business and/or assets of Rouse, by agreement in form and substancereasonably acceptable to the Holders, to expressly assume and agree to perform the CSA in the samemanner and to the same extent that Rouse would be required to perform it if no such successiontook place;     WHEREAS, pursuant to Section 7.04(b) of the CSA, Rouse expressly agreed that, without theprior written consent of the Majority Holders, it would not undertake or complete any transactionif such transaction could reasonably be expected to have a prejudicial effect on the Holders withrespect to their non-taxable receipt of securities pursuant to the 1996 Merger Agreement or theCSA;     WHEREAS, GGP, Rouse, and Red Acquisition LLC (“Merger Sub”) are parties to thatcertain Agreement and Plan of Merger dated as of August 19, 2004 (the “2004 MergerAgreement”), pursuant to which, as of the “Effective Time” (as defined in the 2004 MergerAgreement), Merger Sub merged with and into Rouse and GGP assumed the obligations of Rouse underthe CSA (collectively the “2004 Merger”);     WHEREAS, in connection with the 2004 Merger, GGP and Rouse entered into that certainAssumption Agreement dated October 19, 2004, pursuant to which GGP assumed the obligations ofRouse under the CSA (the “GGP Assumption”);     WHEREAS, as a result of the 2004 Merger and the GGP Assumption, future distributions ofContingent Shares under the CSA will be made to the Holders in shares of common stock of GGPrather than shares of common stock of Rouse;     WHEREAS, the Indemnifying Parties desire to indemnify the Holders, on the terms andconditions set forth herein, for the possibility of certain actual or deemed tax liabilities theHolders may incur as a result of the 2004 Merger and/or the GGP Assumption; and
 

 
     WHEREAS, the Indemnifying Parties are entering into this Agreement (i) in satisfaction ofcertain aspects of the Order, dated November 8, 2005, of the Arbitration Panel, comprised ofJudgeGeorge Pratt, Mr. Gerald Aksen and Mr. Burt Lehman, that heard certain disputes between theIndemnifying Parties and the Representatives relating to the CSA; (ii) with the understandingbetween the Indemnifying Parties that this Agreement be in lieu of, and supersede and replaceinits entirety, the one-sentence indemnity contained in Paragraph 2 of the GGP Assumption; and(iii)the Indemnifying Parties’ and the Representatives’ respective positions on the foregoingsentenceare contained in a letter datedMarch     , 2006.     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in thisAgreement, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Indemnifying Parties hereby agree as follows:ARTICLE IDEFINITIONS     1.01Defined Terms. As used in this Agreement, the following defined terms have themeanings indicated below:          (a) “Accounting Referee” has the meaning specified in Section 2.05.          (b) “Agreement” means this Indemnity Agreement.          (c) “Applicable Federal Rate” has the meaning specified in the CSA.          (d) “Code” means the Internal Revenue Code of 1986, as amended.          (e)“Contest” has the meaning specified inSection 2.06(a).          (f) “Contestant” has the meaning specified in Section 2.06(a).          (g) “Contingent Shares” has the meaning specified in the CSA.          (h) “CSA” has the meaning specified in the preamble of thisAgreement.          (i) “GGP” has the meaning specified in the preamble ofthis Agreement.          (j) “GGP Assumption” has the meaning specified in the preamble of this Agreement.          (k) “GGP Shares” means shares of the common stock of GGP (or any successor thereto) tobe issued or delivered to the Holders pursuant to the CSA.          (l) “Gross-Up” means any gross-up payment due to any Holder or Contestant pursuant toSection 3.03.
 

 
          (m) “Holders” means each of the Holders, as defined in the CSA, and in the case of aHolder which is a Pass Through Entity the term “Holders” includes the Pass Through Entity and theMember or Members of such Pass Through Entity.          (n) “Inclusion Issue” has the meaning specified in Section 2.04(a).          (o) “Indemnifiable Liability” means any Taxes resulting to or payable by a Holder,from time to time, as a result of any Tax Assumption being determined to be incorrect solelybecause of the consummation of the 2004 Merger and/or the GGP Assumption, reduced (but not belowzero) by any applicable Indemnity Credit; provided, however, that notwithstandinganything herein to the contrary, the term Indemnifiable Liability does not include, with respectto any Holder, any tax liability attributable to (i) any interest income realized for tax purposesby reason of the issuance or delivery to such Holder, or to the Pass Through Entity of which suchHolder is, or was, a member, of shares under the CSA, whether prior or subsequent to theconsummation of the 2004 Merger; (ii) the 1996 Merger failing to qualify as a “reorganization”within the meaning of Section 368(a) of the Code for any reason other than solely because of theconsummation of the 2004 Merger and/or the GGP Assumption; (iii) the execution and delivery of theCSA incident to the 1996 Merger or the receipt of shares thereunder being treated as one or moretaxable events for any reason other than solely because of the consummation of the 2004 Mergerand/or the GGP Assumption; (iv) the issuance or delivery of shares of stock pursuant to the CSAprior to the consummation of the 2004 Merger other than solely because of the consummation of the2004 Merger and/or the GGP Assumption; or (iv) consummation of the 2004 Merger on Rouseshareholders as such, generally.          (p) “Indemnifiable Shares” means (i) shares of common stock of Rouse issued ordelivered to the Holders or the Pass Through Entities pursuant to the 1996 Merger; (ii) shares ofcommon stock of Rouse issued or delivered pursuant to the CSA; or (iii) GGP Shares issued ordelivered pursuant to the CSA, the bases of which, for income tax purposes, are affected by anIndemnifiable Liability.          (q) “Indemnifying Parties” has the meaning specified in the preamble of thisAgreement.          (r) “Indemnity Credit” means, with respect to any Holder, the amount of reduction ofTax of such Holder solely resulting from an event giving rise to an Indemnifiable Liability, whichreduction is realized by such Holder upon the disposition of an Indemnifiable Share in atransaction in which gain or loss is recognized for federal income tax purposes prior to theIndemnity Payment Date with respect to such share.          (s) “Indemnity Payment Date” means the date on which the Indemnifying Parties areobligated to pay the amount of any Indemnifiable Liability as provided in Sections 2.04through 2.06.          (t) “Majority Holders” has the meaning specified in the CSA.          (u) “Member” means each partner, member, stockholder or other beneficial owner of aPass Through Entity. Where a Member is a Pass Through Entity, then the term “Member” shall alsoinclude the Member or Members of such Pass Through Entity.
 

 
          (v) “Merger Sub” has the meaning specified in the preamble of thisAgreement.          (w) “Notice of Issue” has the meaning specified in Section2.04(a).          (x) “Pass Through Entity” means any entity taxable as a partnership, “S corporation”or other entity the income of which is not taxed to the entity but to its Members and any entitywhose existence separate from its Member or Members is disregarded for tax purposes.          (y) “Rouse” has the meaning specified in the preamble of this Agreement.          (z) “Section” means, unless otherwise indicated, the relevant Section of this Agreement.          (aa) “Taxes” means, with respect to any Holder, an amount determined bymultiplying the highest combined marginal federal and applicable state, foreign or local tax rateon income or gain on the character of income recognized (including in the case of any state,foreign or local taxes, taxes denominated as franchise taxes) times the income or gain asserted orfinally determined, as the case may be, to be recognized by such Holder as a result of anIndemnifiable Liability. For purposes of determining such amount, any calculation will be madewithout regard to any deductions, losses or credits of the Holders or Pass Through Entity, as thecase may be, which are not directly related to the 1996 Merger or the CSA.          (bb) “Tax Assumptions” mean the following regarding the tax treatment of the 1996Merger, the 2004 Merger and the GGP Assumption to the Holders:                    (i) the 1996 Merger constituted a “reorganization” within the meaning of CodeSection 368(a);                    (ii) no taxable income or gain was recognized by the Holders as a result ofthe exchange of stock of THC for that of Rouse in connection with the 1996 Mergeror by their acquisition of rights pursuant to the CSA;                    (iii) no taxable income or gain was, or will be, recognized by the Holders byreason of the issuance or delivery of shares of stock pursuant to the CSA prior tothe consummation of the 2004 Merger, except to the extent that a portion of eachshare of stock so issued or delivered was treated as interest for income taxpurposes;                    (iv) for United States federal income tax purposes and for the income taxpurposes of any state or any political subdivision thereof, no taxable income orgain was recognized by the Holders by reason of the execution and delivery of thisAgreement;                    (v) for United States federal income tax purposes and for the income taxpurposes of any state or any political subdivision thereof, the GGP Assumptionwill not result in the recognition of income, gain or loss for tax purposes by theHolders; and
 

 
                    (vi) for United States federal income tax purposes and for the income taxpurposes of any state or any political subdivision thereof, the issuance or deliveryto the Holders or a Pass Through Entity of GGP Shares (or those of a successor)pursuant to the CSA will not result in taxable income or gain to the Holders, exceptto the extent that any portion of each GGP Share so issued or delivered is treatedas interest income for tax purposes.          (cc) “Taxing Authority” means the United States Secretary of Treasury and anydelegate thereof, the United States Internal Revenue Service and any comparable state or localagency or authority.          (dd) “Tax Notice” has the meaning specified in Section 2.04.          (ee) “THC” has the meaning specified in the preamble of this Agreement.          (ff) “1996 Merger” has the meaning specified in the preamble of thisAgreement.          (gg) “1996 Merger Agreement” has the meaning specified in the preamble of thisAgreement.          (hh) “2004 Merger” has the meaning specified in the preamble of this Agreement.          (ii) “2004 Merger Agreement” has the meaning specified in the preamble of thisAgreement.ARTICLE IIINDEMNIFICATION AND REPRESENTATIONS     2.01 Indemnification. Subject to the conditions set forth in this Agreement, theIndemnifying Parties hereby agree to pay and to be jointly and severally liable to each Holder(andto each Contestant for purposes of Section 2.01(v)) for the sum of: (i) anyIndemnifiable Liabilityincurred or otherwise suffered by such Holder and any interest, penalties or additions to taxasserted in connection therewith; (ii) without duplication of any amount specified in clause(i), theamount of any additions to tax and penalties imposed on such Holder as a result of such Holderreporting consistent with Section 2.03(a); (iii) all out of pocket costs, fees andexpenses incurred orpaid by such Holder in the preparation of the Notice of Issue pursuant to Section2.04; (iv) all outof pocket costs, fees and expenses incurred or paid by such Holder pursuant to Section2.05; (v)any amounts due to such Holder or Contestant pursuant to the terms of Section 2.06;(vi) any out ofpocket costs, fees and expenses incurred or paid by such Holder in connection with enforcementof this Agreement, but only to the extent that such Holder is successful in adjudicating theenforcement of this Agreement; and (vii) in each case, any applicable Gross-Up.     2.02 Clawback. In order for a Holder to be entitled to indemnification from theIndemnifying Parties hereunder, such Holder must agree to repay to the Indemnifying Partiesany amounts received by such Holder pursuant to Section 2.01 if, and only to the extentthat, the aggregate tax due on any subsequent disposition by such Holder of any Indemnifiable Shares is
 

 
less than the amount that would have been due had the event giving rise to the IndemnifiableLiability not occurred (in each case, calculated using the same assumptions as to highest marginaltax rates used in the definition of “Taxes”); provided, however, that suchrepayment obligation shall not arise, if and to the extent, that such tax reduction is attributableto any event or reason other than as a result of the event giving rise to the Indemnifying Parties’payment of the Indemnifiable Liability, including, by way of example, a Holder’s death.     2.03 Payment Reductions. (a) In order for a Holder to be entitled to indemnificationfrom the Indemnifying Parties hereunder, such Holder must absent a determination from a TaxingAuthority or the written consent of the Indemnifying Parties, file all tax returns in a mannerconsistent with the Tax Assumptions. The Indemnifying Parties shall have no obligation to makeany payments under this Agreement to a Holder who fails to comply with this Section2.03(a).          (b) The Indemnifying Parties shall have no obligation to make any payment to a Holder underthis Agreement if (x) such Holder shall fail to comply timely with the requirements ofSections 2.04 and 2.06 and (y) as a result the Indemnifying Parties’ ability to contest anIndemnifiable Liability with respect to such Holder or any other Holder shall be materiallyadversely affected.     2.04 Notice of Issue. (a) If at any time a Taxing Authority asserts by notice to anyHolder (a “Tax Notice”) that such Holder is, directly or indirectly, required toinclude in income anamount that would result in an Indemnifiable Liability (an “Inclusion Issue”), then inorder for aHolder to be entitled to indemnification pursuant to Section 2.01 with respect tosuchIndemnifiable Liability, such Holder must first deliver within the earlier of (x) 60 daysafter thereceipt of such Tax Notice or (y) 30 days before action must be taken in any proceedingregardingthe Contest of such Inclusion Issue (unless such Holder receives the Tax Notice during such 30dayperiod in which case such Holder shall be required to deliver within a reasonable time) to theIndemnifying Parties a written demand for payment of any amounts due pursuant to Section2.01.which notice (the “Notice of Issue”) shall include;                    (i) a description of the Inclusion Issue in reasonable detail;                    (ii) copy of the Tax Notice;                    (iii) a calculation of the Indemnifiable Liability;                    (iv) a representation by such Holder that it has reported and will continueto report to each Taxing Authority in a manner consistent with the TaxAssumptions;                    (v) written confirmation, in form and in substance reasonably acceptable tothe Indemnifying Parties, that such Holder (x) will comply with its obligationsunder the provisions of this Agreement and (y) confirms that it is bound by all ofthe terms of this Agreement.          (b) Within ten (10) days of receipt of the Notice of Issue by an Indemnifying Party, theIndemnifying Parties shall either (i) pay the Holder who submitted such Notice of Issue
 

 
the total amount shown due in such Notice of Issue or (ii) notify such Holder in writing of theirintent to have the calculation of the Indemnifiable Liability contained in the Notice of Issueverified pursuant to Section 2.05 and/or their intent to Contest the Inclusion Issuepursuant to Section 2.06(a).     2.05Verification. At the request of the Indemnifying Parties, the accuracy of anycalculation of the Indemnifiable Liability in a Notice of Issue shall be verified by anindependent,nationally recognized public accountant selected initially by the Indemnifying Parties andreasonably satisfactory to the Holder who submitted such Notice of Issue (the“AccountingReferee”). The Accounting Referee will have up to 30 days after its appointment (or,if shorter, theperiod ending ten (10) days before the date when payment of the Indemnifiable Liability is dueto the relevant Taxing Authority) to resolve the accuracy of the calculations with regard to theIndemnifiable Liability contained in the Notice of Issue and deliver its findings. In order toenable the Accounting Referee to verify such amounts the relevant Holder and the Indemnifying Partieswill provide to the Accounting Referee information reasonably necessary for verification.Verification pursuant to this Section 2.05 shall be solely the expense of theIndemnifying Partiesunless the amount claimed to be payable by the relevant Holder is incorrect by the greater of25% or twenty-five thousand dollars ($25,000.00), in which case such Holder shall bear the expenseof the verification. In the absence of manifest error, the relevant Holder and the IndemnifyingParties shall be bound by the findings of the Accounting Referee pursuant to this Section 2.05and such amounts plus any additional amounts owed pursuant to Section 2.01(a) shall be paid(unless the relevant Holder has also received a notice of the Indemnifying Parties’ intent to Contest) tothe relevant Holder by the Indemnifying Parties on the date that the Accounting Referee deliverssuch findings.     2.06Contests; Settlement. (a) The Indemnifying Parties may require any Holder whosubmits a Notice of Issue or the authorized representative of the Pass Through Entity of whichsuch Holder is a Member, as appropriate, (herein the “Contestant”) to contest(including anyappeals) at the Indemnifying Parties’ expense the Taxing Authority’s assertion with respect tothe relevant Inclusion Issue (“Contest”).          (b) If the sole issue being contested is an Inclusion Issue, then the IndemnifyingParties shall have full control over such Contest but with due regard to the interests of theIndemnifying Parties, the relevant Holder and the Contestant. Any costs, fees and expenses(including the payment of any asserted tax deficiency required in order to pursue a refund)incurred by the Contestant or the relevant Holder as a result of any Contest (“ContestCosts”)pursuant to this Section 2.06(b) shall be paid by the Indemnifying Parties.          (c) If issues, in addition to Inclusion Issues, are being contested in the sameproceeding the Contestant shall have full control over such Contest including any decision toappeal the Contest but with due regard to the interests of both the Indemnifying Parties, therelevant Holder and the Contestant, provided that upon the request of the Indemnifying Partiesand where in each case such request by the Indemnifying Parties is not unreasonably delayed (forthe avoidance of doubt, a request by the Indemnifying Parties will not be considered unreasonablydelayed if such request is made within 15 days of the Indemnifying Parties’ receipt of theNotice ofIssue) (i) the Contestant shall make reasonable efforts to permit the Contest of the InclusionIssues to proceed separately from any other issues, (ii) the Contestant shall be permitted to settlethe
 

 
Inclusion Issues only with the consent of the Indemnifying Parties and (iii) the Contestant shallto the extent possible consult with the Indemnifying Parties (or the advisor designated by theIndemnifying Parties) during the course of such Contest (including, by way of example, permittingthe Indemnifying Parties to review all written documents prior to submission) and shall, to theextent possible, permit the Indemnifying Parties (or the advisor designated by the IndemnifyingParties) to attend the portion of any meetings or telephone conferences with a Taxing Authorityduring which an Inclusion Issue is being discussed. The Indemnifying Parties shall be obligated topay only those Contest Costs directly relating to the Contest of the Inclusion Issues and anequitable share of all other Contest Costs which result from any Contest pursuant to thisSection 2.06(c).          (d) In the event of a Contest, all amounts due to any Holder or Contestant pursuant toSection 2.01 shall be paid to such Holder or Contestant by the Indemnifying Parties atleast ten (10) days before such amounts are due and payable by such Holder or Contestant.ARTICLE IIIGENERAL PROVISIONS     3.01Notices. (a) All notices, requests and other communications which are requiredor may be given pursuant to this Agreement shall be in writing and shall be deemed given whendelivered by hand, fax (receipt confirmed), or reputable overnight courier service as follows:                    (i) If to the Holders, as their names and addresses appear on the registrydescribed in Section 4.09 of the CSA                    (ii) If to GGP or Rouse,     Chief Financial Officer  General Growth Properties, Inc.  110 N. Wacker Drive  Chicago, IL 60606  Telephone Number: (312) 960-5252  Facsimile Number: (312) 960-5463     and to     General Counsel  General Growth Properties, Inc.  110 N. Wacker Drive  Chicago, IL 60606  Telephone Number: (312) 960-5540  Facsimile Number: (312) 960- 5485