<PAGE>

Exhibit 4.5

                                    EXHIBIT D

                           REDEMPTION RIGHTS AGREEMENT

     Redemption Rights Agreement, dated December 6, 1996, among GGP Limited
Partnership, a Delaware limited partnership (the "Partnership"), General Growth
Properties, Inc., a Delaware corporation (the "General Partner"), and the
parties whose names are set forth under the caption "Contributing Partners" on
the signature pages hereof (collectively, "Contributing Partners").

                                    RECITALS

     WHEREAS, concurrently herewith, Contributing Partners are being admitted as
limited partners of the Partnership, the general partner of which is the General
Partner;

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

     WHEREAS, the parties desire to set forth herein the terms and conditions
upon which the Contributing Partners may cause the Partnership to redeem their
limited partnership units in the Partnership.

     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, with respect to any Contributing Partner, the
"Affiliates" of such Contributing Partner as defined in the Contribution
Agreement between the Partnership and such Contributing Partner.

     "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
Units, an amount of cash equal to the value of the Share Purchase Price
(computed as of the Computation Date and equal to the Current Per Share Market
Price on such Computation Date multiplied by the number of Shares) that would be
payable with respect to such Units assuming the Share Purchase Price were paid
in full satisfaction of the

<PAGE>

Purchase Price of such Units. In the event that the
Share Purchase Price includes securities other than Shares, then the value of
such other securities shall be determined by the General Partner acting in good
faith on the basis of the closing prices of securities if listed on a nationally
recognized exchange and otherwise on the basis of such quotations and other
information as the General Partner considers, in its reasonable judgment,
appropriate.

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

     "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 have the meaning set forth in the recitals.

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

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

     "Contribution Agreements" shall mean the Contribution Agreements each dated
the date hereof, and each between the Partnership and one of Contributing
Partners, as the same have been and may hereafter be amended from time to time,
pursuant to which this Agreement is being executed.

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

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

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


                                        2

<PAGE>

     "Expiration Date" shall mean the earlier of (a) April 16, 2023 (b) the date
upon which all Units have been redeemed or purchased in accordance with the
terms hereof.

     "Forbes/Cohen Units" shall mean any and all Units that are owned directly
or indirectly through one or more partnerships by Sidney Forbes and/or Maurice
Cohen on the date hereof.

     "Liens" shall have the meaning set forth in the Contribution 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.

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

     "Other REIT" shall mean CenterMark Properties, Inc., GGP/Homart, Inc. and
any other REIT in which the General Partner holds a direct or indirect equity
interest and of which Contributing Partners are notified in writing.

     "Partnership Agreement" shall mean that certain Amended and Restated
Agreement of Limited Partnership of the Partnership, dated July 27, 1993, as
amended by that certain First Amendment thereto dated May 23, 1995, that certain
Second Amendment dated June 13, 1995, that certain Third Amendment thereto dated
May 21, 1996 and that certain Fourth Amendment thereto dated August 30, 1996,
that certain Fifth Amendment dated as of October 4, 1996, that certain Sixth
Amendment dated as of November 27, 1996 and as the same may be further amended
through the date of this Agreement.

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

     "Pledge Agreement" shall mean that certain Pledge Agreement of even date
herewith, between the Partnership and Contributing Partners.


                                        3

<PAGE>

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

     "Purchase Right" shall have the meaning set forth in Section 7.1.

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

     "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.

     "Registration Expenses" shall mean all expenses incident to the General
Partner's performance of or compliance with the registration requirements set
forth in this Agreement, including without limitation (a) the fees,
disbursements and expenses of the General Partner's counsel and accountants in
connection with the registration of Shares issuable upon the exercise of the
Redemption Rights; (b) all expenses in connection with the preparation, printing
and filing of the registration statement or statements, any preliminary
prospectus or final prospectus, any other offering document and amendments and
supplements thereto; (c) the cost of printing or producing any blue sky or legal
investment memoranda or other documents in connection with the offering, sale or
delivery of such Shares; (d) all expenses in connection with the qualification
of such Shares under state securities laws; and (e) the fees and expenses
incurred in connection with the listing of such Shares on each securities
exchange on which securities of the same class are then listed. Notwithstanding
the foregoing, Registration Expenses shall not include (and the General Partner
will pay) any costs incurred by the Partnership or the General Partner in
preparing any document that is incorporated by reference in a registration
statement, or any professional fee or other expenses, that would have been
incurred apart from the obligation of the General Partner hereunder to file a
Registration Statement.

     "Retailer Interest" shall have the meaning set forth in Section 7.5.

     "SEC" shall mean the Securities and Exchange Commission.

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


                                        4

<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 product of (a) the number of 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,
then the Share Purchase Price also shall include such rights, options, warrants
or convertible or exchangeable securities that a holder of that number of Shares
would have been entitled to receive.

     "Shares" shall mean shares of the Common Stock.

     "Units" shall mean the limited partnership units in the Partnership issued
to Contributing Partners pursuant to the Contribution Agreement.

     "Unitholder" shall mean the Person who at the time in question holds one or
more Units in accordance with the Partnership Agreement, as the same may be
amended from time to time.

     2. Grant of Redemption Rights.

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

     (b) Notwithstanding the provisions of Section 2(a), the General Partner
may, in its sole and absolute discretion, assume the obligation of the
Partnership with respect to and satisfy a Contributing Partner's exercise of a
Redemption Right by paying to such Contributing Partner, 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 Units for which such Contributing
Partner exercised its Redemption Rights. If the General Partner assumes such
obligations with respect to the exercise by a Contributing Partner of a
Redemption Right as to certain Units and makes the


                                        5

<PAGE>

required payment, then the Partnership shall have no obligation to pay any
amount to such Contributing Partner with respect to the exercise of a Redemption
Right for such Units, and any Units purchased shall be owned by the General
Partner for all purposes.

     (c) If the General Partner shall assume the obligations of the Partnership
with respect to and satisfy a Redemption Right, the Partnership, the
Contributing Partner and the General Partner each shall treat the transaction
between the General Partner and Contributing Partner as a sale of Contributing
Partner's 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 a Contributing
Partner's 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 Units redeemed or purchased and shall have no further rights or
obligations under this Agreement with respect to such redeemed or purchased
Units, provided, however, that Contributing Partner's rights under this
Agreement with regard to any other Units will continue in full force and effect.

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

     3. Exercise of Redemption Rights.

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


                                        6

<PAGE>

     3.2 Method of Exercise. The Redemption Rights shall be exercised by written
notice (the "Notice") to the Partnership in the form of Exhibit A specifying the
number of 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
exercising Contributing Partner.

     3.3 Closing. Subject to the provisions of Section 4.1(d), the closing of
the redemption or purchase and sale pursuant to an exercise of the Redemption
Rights shall occur within 30 days following the giving of the Notice. A
Contributing Partner that has exercised Redemption Rights shall execute such
documents as the General Partner may reasonably require in connection with the
closing of the redemption or purchase and sale pursuant thereto.

     3.4 Payment of Cash or Issuance of Shares. At the closing of the redemption
or purchase and sale of Units pursuant to an exercise of Redemption Rights, the
Partnership shall deliver to Contributing Partner 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 and subject
to the provisions of Section 4.1(d), the General Partner shall deliver to the
Partnership, 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
constituting the Share Purchase Price, together with cash in lieu of the
issuance of any fraction of a Share as provided in Section 2(e), or a
combination thereof.

     4. Matters Relating to Shares.

     4.1 Registration.

     (a) The General Partner shall (i) prepare, file and use reasonable efforts
to cause to become effective on or before the ninetieth day following the first
anniversary of the date hereof a 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 assuming full satisfaction of the Redemption Rights by
delivery of Shares (and, in the sole discretion of the General Partner, any
other Shares) and (ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the


                                        7

<PAGE>

provisions of the Securities Act. The General Partner may, but shall not be
obligated to, issue Shares previously registered under its current registration
statement on Form S-3 (Registration No. 33-90556).

     (b) The General Partner shall pay all Registration Expenses incurred prior
to the sixth anniversary of the date hereof with respect to filing and keeping
effective the registration statement through such date, and the Unitholders
(other than the Unitholders that have given a notice pursuant to Section 4.1(e))
shall reimburse the General Partner for Registration Expenses (or a pro rata
portion of the Registration Expenses based on the number of Shares issuable to
such Unitholders upon full exercise of the Redemption Rights of such Unitholders
relative to the total number of Shares issuable pursuant to such registration
statement) which are incurred after the sixth anniversary of the date hereof in
respect of maintaining effective (but not the initial filing and causing to
become effective of) such registration statement. The reimbursement of such
expenses by the Unitholders shall be paid upon demand.

     (c) If under the Securities Act or then current SEC policy public resale of
any Shares to be delivered pursuant hereto may not be effected by Contributing
Partners without the registration under the Securities Act of such Shares for
resale and Contributing Partners shall have notified the Partnership of the same
prior to or concurrently with the giving of a Notice by a Contributing Partner
of the exercise of Redemption Rights, the General Partner may, at any time
during the thirty-day period following the giving of such Notice, elect to delay
the closing pursuant to such exercise of Redemption Rights until the ninetieth
day following the giving of such Notice and thereafter use reasonable best
efforts to register for resale the Shares constituting the Share Purchase Price
in respect thereof (assuming full satisfaction of such Redemption Rights by
delivery of Shares), which may be accomplished by means of a shelf registration,
and such Contributing Partner and the General Partner will enter into customary
agreements with respect thereto which contain provisions similar to those
contained in Section 4.1(a) and (b) (except that (i) such registration statement
only shall be maintained until the Shares registered thereunder have been sold
or are eligible for resale under Rule 144(k) promulgated under the Securities
Act and (ii) after the sixth anniversary of the date hereof, the Contributing
Partners whose Shares are being registered for resale under such registration
statement shall pay the Registration Expenses


                                        8

<PAGE>

therefor) and other customary provisions, including customary indemnification
agreements.

     (d) If the registration statement referred to in Section 4.1(a) is not
effective on the later of the ninetieth day following the first anniversary of
the date hereof and the closing pursuant to any exercise of Redemption Rights
where Shares are otherwise issuable or the SEC shall not be prepared to declare
effective a registration statement referred to in Section 4.1(c) in respect of
Shares to be issued pursuant to any exercise of Redemption Rights referred to in
such subsection (assuming the full satisfaction of such Redemption Rights by
delivery of the Share Purchase Price) (unless, in either case, the Contributing
Partners have defaulted hereunder), the General Partner shall not have the right
to deliver the Share Purchase Price for Units as to which Redemption Rights have
been exercised, and the General Partner or the Partnership shall deliver the
Cash Purchase Price on the date specified in Section 3.3 or 4.1(c), as the case
may be (but the General Partner shall not otherwise have any liability
therefor).

     (e) Notwithstanding anything to the contrary contained herein, (i) the
General Partner shall have no obligation to keep any registration statement
filed pursuant to this Section 4.1 effective after the Expiration Date and the
provisions of Section 4.1(d) shall not apply if the status of the General
Partner (or its successor) as an Exchange Act Reporting Company is terminated or
any or all of the Unitholders notify the General Partner in writing that the
General Partner no longer need keep such registration statement effective (in
which case such obligation shall be terminated only as to the registration
statement specified in such notice and the Shares that otherwise would be
issuable or have been issued, as the case may be, to the Unitholder(s) that gave
such notice and the provisions of Section 4.1(d) shall not apply only to the
exercise of Redemption Rights by such Unitholders) and (ii) the provisions of
Section 4.1(d) also shall not apply upon an exercise of Redemption Rights as to
Forbes/Cohen Units in the event that the General Partner previously has filed
two registration statements pursuant to Section 4.1(c) for Shares issued upon
the exercise of Redemption Rights as to Forbes/Cohen Units.

     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


                                        9

<PAGE>

time outstanding (assuming 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 upon issue shall be duly and validly issued
and fully paid and non-assessable.

     4.5. Transfer and Other Taxes. In the event that any state or local
property transfer or other tax is payable as the result of or in connection with
any exercise of the Redemption Rights by a Contributing Partner, such
Contributor Partner shall pay such tax, and no Shares shall be issued pursuant
hereto until such Contributor Partner has paid to the General Partner or the
Partnership, as the case may be, the amount of such tax or has provided
evidence, in form reasonably satisfactory to the General Partner or the
Partnership, as the case may be, as to the payment thereof.

     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 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. 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 record date, if any, for such event.

     (b) If at any time the General Partner grants to its stockholders any right
to subscribe pro rata for additional securities of the General Partner, whether
Common Stock or other classifications, or for any other securities or interests
that


                                       10

<PAGE>

Contributing Partners would have been entitled to subscribe for if, immediately
prior to such grant, Contributing Partners had exercised their 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, then the General Partner also shall grant to Contributing
Partners the same subscription rights that Contributing Partners would be
entitled to if Contributing Partners had exercised their Redemption Rights in
full and received the Share Purchase Price in satisfaction thereof prior to such
grant.

     (c) Upon the occurrence of a Major Transaction Event where at least
one-half of the value (as determined in good faith by the General Partner) of
the consideration received by the stockholders of the General Partner in
connection with such Major Transaction Event is in the form of securities in a
successor entity, the General Partner shall cause effective provision to be made
so that, upon exercise of the Redemption Rights and payment of the Purchase
Price by means of the Share Purchase Price, Unitholders shall have the right
thereafter to acquire, in lieu of the Shares which would have been surrendered
therefor, the kind and amount of shares of stock and other securities and
property (and the provisions contained in Section 4.1 shall apply 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) In the event of any other Major Transaction Event, each Unitholder
shall be entitled to exercise the Redemption Rights in full prior to the
consummation of such Major Transaction Event, and, with respect to any Shares
acquired upon exercise thereof, shall be entitled to all of the rights of the
other holders of Shares with respect to any distribution by the General Partner
(or the other party to such Major Transaction Event) in connection with such
Major Transaction Event. If not exercised within forty-five days after written
notice from the General Partner of such Major Transaction Event or such shorter
period between the date of such notice and the effective date of such Major
Transaction Event, the Redemption Rights shall terminate at the expiration of
such period, but the Redemption


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<PAGE>

Rights shall be revived if such Major Transaction Event is not consummated.

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

     (f) 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.

     (g) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
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. Purchase Right.

     7.1 Purchase Right. In the event that the General Partner in good faith
determines at any time that the continued ownership of Units by the holder of
such Units would cause amounts which would otherwise be characterized as "rents
from real property" (within the meaning of Section 865(d)(1) of the Code) to
fail to be so characterized as the result of the ownership or deemed ownership
of any Retailer Interest, the holder of such Units shall dispose of such
Retailer Interest within five Business Days of written notice from the
Partnership. In the absence of such a disposition, the General Partner shall
have the right, but not the obligation (the "Purchase Right"), to purchase all
of the Units then held by such holder upon the terms and subject to the
conditions contained in this Section 7.

     7.2 Method of Exercise. The Purchase Right shall be exercised by written
notice to the holder of the Units to be purchased specifying that the General
Partner has elected to purchase such Units pursuant to Section 7 of this
Agreement.


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<PAGE>

     7.3  Purchase Price.  The purchase price for such Units shall be the Cash
Purchase Price with respect to such Units.

     7.4 Closing. The closing of any purchase and sale pursuant to this Section
7 shall occur at the time specified in the notice described in Section 7.2 but
in no event later than 30 days after the giving of such notice. At the closing,
the General Partner shall deliver to the selling Unitholder the Cash Purchase
Price in immediately available funds, and the selling Unitholder shall deliver
to the General Partner an instrument of transfer in form sufficient to transfer
the Units to be transferred, free and clear of all Liens, and containing the
representations and warranties set forth in Exhibit A.

     7.5 Notice of Certain Events. Each Contributing Partner shall provide to
the Partnership a written statement describing the acquisition by it or its
partners or Affiliates of any equity interest in a retailer or other person or
entity which is or could be a potential tenant of the Partnership or of any
Other REIT (a "Retailer Interest").

     8. Miscellaneous Provisions.

     8.1 Notices. All notices or other communications given pursuant to this
Agreement 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. 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 8.1, the addresses of
the parties shall be, in the case of the Partnership and the General Partner, 55
West Monroe Street, Suite 3100, Chicago, Illinois 60603, facsimile number (312)
551-5475, Attention: Matthew Bucksbaum and Bernard Freibaum, and, in the case of
Contributing Partner, 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.

     8.2 Assignment. Contributing Partners may not assign this Agreement or
their rights hereunder; provided, however, that the rights of Contributing
Partners hereunder (including the Redemption Rights) shall automatically devolve
upon any Person to the extent that such Person holds Units, and becomes a


                                       13

<PAGE>

substituted partner with respect to such Units, in accordance with the
Partnership Agreement, as amended from time to time, 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. Subject to the provisions of Section 6, the General Partner may assign
this Agreement without the consent of Contributing Partners, provided that no
such assignment shall relieve the General Partner of its obligations under this
Agreement.

     8.3 Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their successors and permitted assigns, except as
expressly herein otherwise provided.

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

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

     8.6 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.

     8.7 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 "Schedule" shall refer to a Section or Schedule of
this Agreement unless otherwise specified.

     8.8 Survival. The representations, warranties and covenants contained
herein or made pursuant hereto shall survive the execution and delivery of this
Agreement and the issuance of Shares pursuant hereto.

     8.9 Further Assurances. Each of the parties shall hereafter execute and
deliver such other instruments and


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<PAGE>

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]


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<PAGE>

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

CONTRIBUTING PARTNERS:

FORBES/COHEN PROPERTIES, a
Michigan general partnership


By: /s/ Maurice Cohen
    ---------------------------------
    Maurice Cohen, partner


By: /s/ Sidney Forbes
    ---------------------------------
    Sidney Forbes, partner


JACKSON PROPERTIES, a
Michigan general partnership

By: Forbes/Cohen Properties, a
    Michigan general partnership,
    partner


By: /s/ Maurice Cohen
    ---------------------------------
    Maurice Cohen, partner


By: /s/ Sidney Forbes
    ---------------------------------
    Sidney Forbes, partner


By: The Frankel Group, a Michigan general
    partnership, a partner


By: /s/ Samuel Frankel
    ---------------------------------
    Samuel Frankel, Trustee under
    Trust Agreement dated 7/9/91,
    partner


By: The Cohn Group, a Michigan general
    partnership, a partner


By: /s/ Avern Cohn
    ---------------------------------
    Avern Cohn, partner


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<PAGE>

LAKEVIEW SQUARE ASSOCIATES, a
Michigan general partnership

By: Forbes/Cohen Properties, a
    Michigan general partnership,
    a partner


By: /s/ Maurice Cohen
    ---------------------------------
    Maurice Cohen, partner


By: /s/ Sidney Forbes
    ---------------------------------
    Sidney Forbes, partner


By: Lakeview Properties, a
    Michigan limited partnership,
    a partner

By: Forbes/Cohen Properties,
    a Michigan general partnership,
    its general partner


By: /s/ Maurice Cohen
    ---------------------------------
    Maurice Cohen, partner


By: /s/ Sidney Forbes
    ---------------------------------
    Sidney Forbes, partner


PARTNERSHIP:

GGP LIMITED PARTNERSHIP,
a Delaware limited partnership

By: General Growth Properties, Inc.
    a Delaware corporation


By: /s/ Joel Bayer
    ---------------------------------
Its Vice President


GENERAL PARTNER:

General Growth Properties, Inc.
a Delaware corporation


                                       17

<PAGE>


By: /s/ Joel Bayer
    ---------------------------------
Its Vice President


                                       18