<PAGE>

EX-4.1

FORM OF COMMON STOCK CERTIFICATE
<PAGE>
                                                                     Exhibit 4.1

NUMBER
M [____]
                                                                    COMMON STOCK
                                                                  PAR VALUE $.01

                                   [PICTURE]


COMMON STOCK
[SPACE]

THIS CERTIFICATE IS TRANSFERABLE
IN JERSEY CITY, NJ                                             CUSIP 370021 10 7
OR NEW YORK, NY
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

                         GENERAL GROWTH PROPERTIES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT ____________________________________________________________

______________________________________________________________________[SPECIMEN]
IS THE OWNER OF __________ FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON
STOCK OF General Growth Properties, Inc. transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.

     Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

[SEAL]

                                                       PAR VALUE CHANGED TO $.01

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

COUNTERSIGNED AND REGISTERED:


MELLON INVESTOR SERVICES LLC
TRANSFER AGENT AND REGISTRAR



/s/ MARSHALL E. EISENBERG                   /s/ JOHN BUCKSBAUM
------------------------------------        ------------------------------------
SECRETARY                                   CHIEF EXECUTIVE OFFICER


AUTHORIZED SIGNATURE

[BANKNOTE CORPORATION OF AMERICA]


<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.

     The shares of Equity Stock represented by this certificate are subject to
restrictions on transfer for the purpose of the Corporation's maintenance of its
status as a real estate investment trust under the Internal Revenue Code of
1986, as amended (the "Code"). No Person may (1) Beneficially Own or
Constructively Own shares of Equity Stock in excess of 7.5% (or such other
percentage as may be determined by the Board of Directors of the Corporation) of
the value of the outstanding Equity Stock of the Corporation unless such Person
is an Existing Holder (in which case the Existing Holder Limit shall be
applicable); or (2) Beneficially Own Equity Stock which would result in the
Corporation being "closely held" under Section 856(h) of the Code. Any Person
who attempts to Beneficially Own or Constructively Own shares of Equity Stock in
excess of the above limitations must immediately notify the Corporation in
writing. If the restrictions above are violated, the shares of Equity Stock
represented hereby will be transferred automatically and by operation of law to
a Trust and shall be designated Shares-in-Trust. All capitalized terms in this
legend have the meanings defined in the Corporation's Restated
Certificate of Incorporation, as the same may be further amended from time to
time, a copy of which, including the restrictions on transfer, will be sent
without charge to each stockholder who so requests.

     This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between General Growth Properties,
Inc. and Mellon Investor Services LLC, as successor to Norwest Bank Minnesota,
N.A., as Rights Agent, dated as of November 18, 1998 (as amended, the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of General Growth
Properties, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. General Growth Properties, Inc. will
mail to the holder of this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. Under certain circumstances,
Rights that are or were acquired or beneficially owned by Acquiring Persons (as
defined in the Rights Agreement) may become null and void.

     The Corporation will furnish to any stockholder upon request and without
charge a statement of the designations, preferences, limitations and relative
rights of the shares of each class or series authorized to be issued, so far as
they have been determined, and the authority of the Board of Directors to
determine the relative rights and preferences of subsequent classes or series.
Such requests may be made to the Secretary of the Corporation.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<Table>
<S>                                          <C>
TEN COM -- as tenants in common              UNIF GIFT MIN ACT --
                                             _____________ Custodian ___________
                                                (Cust)                  (Minor)
                                                   under Uniform Gifts to Minors
TEN ENT -- as tenants by the entireties            Act __________________
                                                            (State)

JT TEN  -- as joint tenants with right of
           survivorship and not as tenants in common
</Table>

     Additional abbreviations may also be used though not in the above list.

     For value received, __________ hereby sell, assign and transfer unto

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
[______________________________________________________________________________]

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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE

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shares of common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

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

SIGNATURE GUARANTEED:


-------------------------------------
NOTICE: THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C.
RULE 17Ad-15.


Signature:
           --------------------------


Signature:
           --------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without alteration
or enlargement, or any change whatever.