<PAGE>

                                                                   Exhibit 10.36

                         GENERAL GROWTH PROPERTIES, INC.

                           SECOND AMENDED AND RESTATED

                            2003 INCENTIVE STOCK PLAN

                           EFFECTIVE DECEMBER 15, 2008

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
SECTION 1.    PURPOSE; DEFINITIONS.........................................    1
   (a)        "ADMINISTRATOR"..............................................    1
   (b)        "AFFILIATE"..................................................    1
   (c)        "APPLICABLE LAWS.............................................    1
   (d)        "AWARD"......................................................    1
   (e)        "AWARD AGREEMENT"............................................    1
   (f)        "AWARDED STOCK"..............................................    1
   (g)        "BOARD"......................................................    1
   (h)        "CAUSE"......................................................    1
   (i)        "CODE".......................................................    1
   (j)        "COMMITTEE"..................................................    1
   (k)        "COMMON STOCK"...............................................    2
   (l)        "COMPANY"....................................................    2
   (m)        "DIRECTOR"...................................................    2
   (n)        "DISABILITY".................................................    2
   (o)        "EMPLOYEE"...................................................    2
   (p)        "EXCHANGE ACT"...............................................    2
   (q)        "FAIR MARKET VALUE"..........................................    2
   (r)        "INCENTIVE STOCK OPTION".....................................    2
   (s)        "MATURE SHARES"..............................................    2
   (t)        "NON-QUALIFIED STOCK OPTION".................................    2
   (u)        "OFFICER"....................................................    2
   (v)        "PARTICIPANT"................................................    3
   (w)        "PLAN".......................................................    3
   (x)        "RECIPIENT"..................................................    3
   (y)        "RESTRICTED STOCK"...........................................    3
   (z)        "RESTRICTED STOCK AGREEMENT".................................    3
   (aa)       "RETIREMENT".................................................    3
   (bb)       "SERVICE PROVIDER"...........................................    3
   (cc)       "SHARE"......................................................    3
   (dd)       "STOCK OPTION" or "OPTION"...................................    3
   (ee)       "SUBSIDIARY".................................................    3
</TABLE>


                                       (i)

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 2.    STOCK SUBJECT TO THE PLAN....................................    3
SECTION 3.    ADMINISTRATION OF THE PLAN...................................    4
   (a)        ADMINISTRATION...............................................    4
   (b)        POWERS OF THE COMMITTEE......................................    4
SECTION 4.    ELIGIBILITY FOR AWARDS.......................................    4
SECTION 5.    LIMITATIONS ON OPTIONS.......................................    5
SECTION 6.    TERM OF OPTION...............................................    5
SECTION 7.    OPTION EXERCISE PRICE; VESTING AND CONSIDERATION.............    5
   (a)        EXERCISE PRICE...............................................    5
   (b)        WAITING PERIOD AND EXERCISE DATES............................    6
   (c)        FORM OF CONSIDERATION........................................    6
SECTION 8.    EXERCISE OF OPTION...........................................    6
   (a)        PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER..............    6
   (b)        TERMINATION OF RELATIONSHIP AS EMPLOYEE OR DIRECTOR..........    7
   (c)        DISABILITY OF RECIPIENT......................................    7
   (d)        DEATH OF RECIPIENT...........................................    8
   (e)        RETIREMENT OF RECIPIENT......................................    8
   (f)        CASH OUT PROVISIONS..........................................    9
SECTION 9.    RESTRICTED STOCK.............................................    9
   (a)        AWARDS OF RESTRICTED STOCK...................................    9
   (b)        AWARDS AND CERTIFICATES......................................    9
   (c)        TERMS AND CONDITIONS.........................................   10
   (d)        OTHER PROVISIONS.............................................   11
SECTION 10.   DIRECTOR RESTRICTED STOCK AWARDS.............................   11
   (a)        AUTOMATIC AWARD..............................................   11
   (b)        ELIGIBILITY..................................................   11
   (c)        APPLICABILITY OF SECTION 9...................................   11
   (d)        RESTRICTION PERIOD...........................................   11
   (e)        INSUFFICIENT SHARES..........................................   11
   (f)        AMENDMENT....................................................   12
SECTION 11.   NON-TRANSFERABILITY OF AWARDS................................   12
SECTION 12.   EFFECT OF CHANGE IN CONTROL..................................   12
   (a)        EFFECT.......................................................   12
   (b)        CHANGE IN CONTROL............................................   12
</TABLE>


                                      (ii)

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 13.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION...................   13
SECTION 14.   DATE OF GRANT................................................   14
SECTION 15.   TERM; AMENDMENT AND TERMINATION OF THE PLAN..................   14
   (a)        AMENDMENT AND TERMINATION....................................   14
   (b)        STOCKHOLDER APPROVAL.........................................   14
   (c)        EFFECT OF AMENDMENT OR TERMINATION...........................   14
SECTION 16.   CONDITIONS UPON ISSUANCE OF SHARES...........................   14
   (a)        LEGAL COMPLIANCE.............................................   14
   (b)        WITHHOLDING OBLIGATIONS......................................   15
   (c)        INABILITY TO OBTAIN AUTHORITY................................   15
   (d)        GRANTS EXCEEDING ALLOTTED SHARES.............................   15
SECTION 17.   GENERAL PROVISIONS...........................................   15
   (a)        TERM OF PLAN.................................................   15
   (b)        NO CONTRACT OF EMPLOYMENT....................................   15
   (c)        SEVERABILITY.................................................   15
   (d)        GOVERNING LAW................................................   16
   (e)        DIVIDENDS....................................................   16
   (f)        PROHIBITION ON REPRICING.....................................   16
   (g)        PROHIBITION ON LOANS TO PARTICIPANTS.........................   16
   (h)        PERFORMANCE-BASED COMPENSATION...............................   16
   (i)        UNFUNDED STATUS OF PLAN......................................   16
   (j)        LIABILITY OF COMMITTEE MEMBERS...............................   16
</TABLE>


                                     (iii)

<PAGE>

                         GENERAL GROWTH PROPERTIES, INC.
                           SECOND AMENDED AND RESTATED
                            2003 INCENTIVE STOCK PLAN
                           EFFECTIVE DECEMBER 15, 2008

     SECTION 1. PURPOSE; DEFINITIONS.

     The purposes of this Second Amended and Restated 2003 Incentive Stock Plan
(the "Plan") are to promote the interests of the Company (including its
Subsidiaries and Affiliates) and its stockholders by using equity interests in
the Company to attract, retain and motivate its Officers, Employees and
Directors and to encourage and reward their contributions to the Company's
performance and profitability.

The following capitalized terms shall have the following respective meanings
when used in this Plan:

     (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 3 of the Plan.

     (b) "AFFILIATE" means General Growth Management, Inc. and any other
corporation or other entity controlled by the Company and designated by the
Committee as such.

     (c) "APPLICABLE LAWS" means the legal requirements relating to the
administration of plans providing one or more of the types of Awards described
in this Plan and the issuance of Shares thereunder pursuant to U.S. state
corporate laws, U.S. federal and state securities laws, the Code and the
applicable laws of any foreign country or jurisdiction where Options, Stock
Purchase Rights or other Awards are, or will be, granted under the Plan.

     (d) "AWARD" includes, without limitation, a Stock Option or Restricted
Stock as described in or granted under the Plan, on a stand alone, combination
or tandem basis, as described in or granted under the Plan.

     (e) "AWARD AGREEMENT" means a written agreement between the Company and a
Participant evidencing the terms and conditions of an individual Award grant.
The Award Agreement is subject to the terms and conditions of the Plan.

     (f) "AWARDED STOCK" means the Common Stock subject to an Award.

     (g) "BOARD" means the Board of Directors of the Company.

     (h) "CAUSE" shall mean, unless otherwise determined by the Committee, (i)
the conviction of the Recipient for committing a felony under federal law or the
law of the state in which such action occurred, (ii) dishonesty in the course of
fulfilling the Recipient's employment duties or (iii) willful and deliberate
failure on the part of the Recipient to perform his or her employment duties in
any material respect.

     (i) "CODE" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     (j) "COMMITTEE" means the Committee appointed by the Board in accordance
with Section 3 of the Plan.


                                       1

<PAGE>

     (k) "COMMON STOCK" means the common stock, par value $.01 per share, of the
Company.

     (l) "COMPANY" means General Growth Properties, Inc., a Delaware
corporation.

     (m) "DIRECTOR" means a member of the Board.

     (n) "DISABILITY" means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.

     (o) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Subsidiary or Affiliate of the Company. Neither service as
a Director nor payment of a director's fee by the Company, without more, shall
constitute "employment" by the Company. Except as expressly authorized by
Section 10 of the Plan, no grant shall be made to a Director who is not an
Officer or a salaried Employee.

     (p) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

     (q) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:

          (A) If the Common Stock is listed on the New York Stock Exchange
Composite Tape, its Fair Market Value shall be the closing market price of the
stock on the New York Stock Exchange for any given day or, if not listed on such
exchange, on any other national securities exchange on which the Common Stock is
listed or on NASDAQ, as reported in The Wall Street Journal or such other source
as the Committee deems reliable;

          (B) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked prices for the
Common Stock on any given day, as reported in The Wall Street Journal or such
other source as the Committee deems reliable;

          (C) In the absence of an established regular public market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Committee.

     (r) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (s) "MATURE SHARES" means any shares held by the Recipient for a minimum
period of 6 months.

     (t) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.


                                       2

<PAGE>

     (u) "OFFICER," unless otherwise noted herein, means a person who is an
officer of the Company or a Subsidiary or Affiliate within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

     (v) "PARTICIPANT" means an Employee, Director or Officer who holds an
outstanding Award.

     (w) "PLAN" means the General Growth Properties, Inc. Second Amended and
Restated 2003 Incentive Stock Plan.

     (x) "RECIPIENT" means an Employee, Director or Officer who holds an
outstanding Award.

     (y) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to an
Award under Section 9 or 10 below.

     (z) "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and the Recipient evidencing the terms and restrictions applying to
stock awarded pursuant to an Award of Restricted Stock. The Restricted Stock
Agreement is subject to the terms and conditions of the Plan.

     (aa) "RETIREMENT" means a Service Provider's retirement from active
employment as determined under a pension plan of the Company or any Subsidiary
or Affiliate, or under an employment contract with the Company or any Subsidiary
or Affiliate; or the Service Provider's termination of employment at or after
age 65 under circumstances that the Committee, in its sole discretion, deems
equivalent to retirement.

     (bb) "SERVICE PROVIDER" means an Employee, Director or Officer. A Service
Provider who is an Employee shall not cease to be a Service Provider (i) during
any leave of absence approved by the Company; provided that, for purposes of
Incentive Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract;
or (ii) as a result of transfers between locations of the Company or between the
Company and any Subsidiary or Affiliate. If reemployment upon expiration of a
leave of absence approved by the Company is not guaranteed by statute or
contract, then on the 181st day of such leave, any Incentive Stock Option held
by the Recipient shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Non-Qualified Stock Option.

     (cc) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.

     (dd) "STOCK OPTION" or "OPTION" means a qualified or non-qualified option
to purchase Shares granted pursuant to the Plan.

     (ee) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     SECTION 2. STOCK SUBJECT TO THE PLAN.

     Subject to the provisions of Section 13 of the Plan, the maximum aggregate
number of Shares available for grants of Awards under the Plan is 9,000,000
Shares of Common Stock. Shares subject to an Award under the Plan may be
authorized but unissued, or reacquired,


                                       3

<PAGE>

Common Stock or treasury shares. No Recipient may be granted Awards in any
calendar year with respect to more than 300,000 Shares. In determining the
number of Shares with respect to which a Service Provider may be granted an
Award in any calendar year, any Award which is cancelled shall count against the
maximum number of Shares for which an Award may be granted to a Service
Provider.

     If an Award expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option, Restricted Stock Award or other
Award, shall not be returned to the Plan and shall not become available for
future distribution under the Plan.

     SECTION 3. ADMINISTRATION OF THE PLAN.

     (a) ADMINISTRATION. The Plan shall be administered by an Administrator that
shall consist of the Compensation Committee of the Board or such other Committee
consisting of two or more directors as shall be designated from time to time by
the Board ("Committee"). Each member of the Committee shall qualify as a
"non-Employee Director" as determined under Rule 16b 3, or any successor or
replacement rule adopted by the Securities and Exchange Commission. Committee
members shall serve for such term as the Board may determine, subject to removal
by the Board at any time. Any such Committee shall act by a majority of its
members, or, if there are only two members of such Committee, by unanimous
consent of both members. If at any time no Committee shall be in office, the
functions of the Committee specified in the Plan shall be carried out by the
Board.

     (b) POWERS OF THE COMMITTEE. Except for the terms and conditions explicitly
set forth in the Plan, the Committee shall have exclusive authority, in its
discretion, to determine the Fair Market Value of the Common Stock, in
accordance with Section 1(q) of the Plan. The Committee also shall have
exclusive authority to determine all matters relating to Awards under the Plan,
including the selection of individuals to be granted an Award, the type of
Award, the number of shares of Common Stock subject to an Award, all terms,
conditions, restrictions and limitations, if any, of an Award and the terms of
any instrument that evidences the Award, provided that Awards to non-Employee
Directors shall be made only in accordance with Section 10. The Committee shall
also have exclusive authority to construe and interpret the Plan and its rules
and regulations, to promulgate, amend and rescind rules relating to the
implementation of the Plan (subject to Section 15) and to make all other
determinations deemed necessary or advisable under or for administering the
Plan, including determining under what circumstances a Stock Option may be
settled in cash or Common Stock. Notwithstanding the foregoing, the Committee
may, by a majority of its members then in office, (i) delegate to an Officer of
the Company the authority to make decisions pursuant to Sections 8(a), (b), (c),
(d) and (e) (provided that the Committee may not delegate its authority with
regard to the selection for participation of or the granting of Awards to
persons subject to Section 16 of the Exchange Act); and (ii) authorize any one
or more of their members or any Officer of the Company to execute and deliver
documents on behalf of the Committee. All actions taken and determinations made
by the Committee or its delegate pursuant to the Plan shall be conclusive and
binding on all parties involved or affected.


                                       4

<PAGE>

     SECTION 4. ELIGIBILITY FOR AWARDS.

     Non-Qualified Stock Options and other Awards may be granted to Employees,
Directors and Officers who are responsible for or contribute to the management,
growth and profitability of the business of the Company, its Subsidiaries or
Affiliates. Incentive Stock Options may be granted only to Employees of the
Company or any Subsidiary. In addition, an Award may also be granted to a person
who is offered employment by the Company, a Subsidiary or an Affiliate, provided
that such Award shall be immediately forfeited if such person does not accept
such offer of employment within such time period as the Company, Subsidiary or
Affiliate may establish. If otherwise eligible, an Employee, Director or Officer
who has been granted an Option or Restricted Stock Award may be granted
additional Options or additional Restricted Stock, to the extent permitted under
the Plan. Except as expressly authorized by Section 10 of the Plan, no Award
shall be made to a Director who is not an Officer or a salaried Employee.

     SECTION 5. LIMITATIONS ON OPTIONS.

     Each Option shall be designated in the written Award Agreement as either an
Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Recipient during any calendar year (under all plans of the
Company and any Subsidiary or Affiliate) exceeds $100,000, such Options shall be
treated as Non-Qualified Stock Options. For purposes of this Section 5,
Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted. If an Option is granted
hereunder that is part Incentive Stock Option and part Non-Qualified Stock
Option due to becoming first exercisable in any calendar year in excess of
$100,000, the Incentive Stock Option portion of such Option shall become
exercisable first in such calendar year, and the Non-Qualified Stock Option
portion shall commence becoming exercisable once the $100,000 limit has been
reached.

     SECTION 6. TERM OF OPTION.

     The term of each Option shall be stated in the Award Agreement but shall be
no later than ten (10) years from the date of grant or such shorter term as may
be provided in the Award Agreement. Moreover, in the case of an Incentive Stock
Option granted to a Recipient who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or its Subsidiaries
(taking into account the attribution rules under Section 424(d) of the Code),
the term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Award Agreement, and the
exercise price shall be as set forth in Section 7(a)(A)(i) below.

     SECTION 7. OPTION EXERCISE PRICE; VESTING AND CONSIDERATION.

     (a) EXERCISE PRICE. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

          (A) In the case of an Incentive Stock Option

               (i) granted to an Employee who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or its
Subsidiaries (taking into account the


                                       5

<PAGE>

attribution rules under Section 424(d) of the Code), the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

               (ii) granted to any Employee or Officer other than an Employee
described in paragraph (i) immediately above, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date of grant.

          (B) In the case of a Non-Qualified Stock Option, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

     (b) WAITING PERIOD AND EXERCISE DATES. The Committee shall have the
authority, subject to the terms of the Plan, to determine any vesting
restriction or limitation or waiting period with respect to any Option granted
to a Recipient or the Shares acquired pursuant to the exercise of such Option.

     (c) FORM OF CONSIDERATION. The Committee shall determine the acceptable
form of consideration for exercising an Option, including the method of payment.
In the case of an Incentive Stock Option, the Committee shall determine the
acceptable form of consideration at the time of grant. Such consideration may
consist entirely of the following:

          (i) cash (in the form of certified or bank check or such other
instrument as the Company may accept);

          (ii) other Mature Shares already owned by the Recipient (and, in the
case of the exercise of a Non-Qualified Stock Option, Restricted Stock subject
to an Award hereunder) based on the Fair Market Value of the Common Stock on the
date the Stock Option is exercised; provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already owned
Shares may be authorized only at the time the Stock Option is granted; and
provided that if payment is made in the form of Restricted Stock, the number of
equivalent shares of Common Stock to be received shall be subject to the same
forfeiture restrictions to which such Restricted Stock was subject, unless
otherwise determined by the Committee;

          (iii) by any combination of (i) and (ii) above;

          (iv) subject to Section 17(g) in the case of a Director or "Executive
Officer" (as defined in Rule 3b 7 of the Exchange Act) of the Company, at the
discretion of the Committee, by delivery of a properly executed exercise notice
together with such other documentation as the Committee and a qualified broker,
if applicable, shall require to effect an exercise of the Option, and delivery
to the Company of the sale or loan proceeds required to pay the exercise price;
or

          (v) such other consideration and method of payment for the issuance of
Shares as permitted by the Committee and Applicable Laws.

     SECTION 8. EXERCISE OF OPTION.

     (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Committee and set forth in
the Award Agreement. If the Committee provides that any Stock Option is
exercisable only in installments, the Committee may at any time waive such
installment exercise provisions, in whole or in part, based on such


                                       6

<PAGE>

factors as the Committee may determine. The Committee may at any time, in whole
or in part, accelerate the exercisability of any Stock Option.

     An Option shall be deemed exercised when the Company receives: (i) written
notice of exercise (in accordance with the Award Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Committee and permitted by
the Award Agreement and by the Plan as described under Section 7(c) above.
Shares issued upon exercise of an Option shall be issued in the name of the
Recipient. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 13 of the Plan.(1) Exercising an Option in
any manner shall decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

     (b) TERMINATION OF RELATIONSHIP AS EMPLOYEE OR DIRECTOR. If a Recipient
ceases to be a Service Provider, other than for Cause or upon the Recipient's
Disability, death or Retirement, the Recipient, subject to the restrictions of
this Section 8(b), may exercise his or her Option within the time specified
herein to the extent that the Option is vested on the date of termination,
including any acceleration of vesting granted by the Committee, and has not yet
expired as set forth in the Award Agreement. Unless otherwise determined by the
Committee, such Option may be exercised as follows: (A) if the Option is a
Non-Qualified Stock Option, it shall remain exercisable for the lesser of the
remaining term of the Option or one year from the date of such termination of
the relationship as a Service Provider; or (B) if the Option is an Incentive
Stock Option, it shall remain exercisable for the lesser of the term of the
Option or three (3) months following the Recipient's termination of his
relationship as a Service Provider; provided, however, that if the Recipient
dies within such three-month period, any unexercised Stock Option held by such
Recipient shall notwithstanding the expiration of such three-month period
continue to be exercisable to the extent to which it was exercisable at the time
of death for a period of one year from the date of such death or the expiration
of the stated term of such Option, whichever period is shorter. If, on the date
of termination, the Recipient is not vested as to his or her entire Option and
the Committee has not granted any acceleration of vesting, the Shares covered by
the unvested portion of the Option shall revert to the Plan. If a Recipient
ceases to be a Service Provider for Cause, the Option shall immediately
terminate, and the Shares covered by such Option shall revert to the Plan. If,
after termination, the Recipient does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

     Notwithstanding the above, in the event of a Recipient's change in status
from the current status to an Employee, Director or Officer, the Recipient shall
not automatically be treated as if the Recipient terminated his relationship as
a Service Provider, nor shall the Recipient be treated as ceasing to provide
services to the Company solely as a result of such change in status. In the
event a Recipient's status changes from Employee to Director, an Incentive Stock
Option held by the Recipient shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Non-Qualified Stock Option
three months and one day following such change of status.


                                       7

<PAGE>

     (c) DISABILITY OF RECIPIENT. If, as a result of the Recipient's Disability,
a Recipient ceases to be a Service Provider, the Recipient may exercise his or
her Option subject to the restrictions of this Section 8(c) and within the
period of time specified herein to the extent the Option is vested on the date
of termination, including any acceleration of vesting granted by the Committee,
and has not yet expired as set forth in the Award Agreement. Unless otherwise
determined by the Committee, such Option shall be exercisable for the lesser of
the remaining period of time specified in the Award Agreement or three years
from the date of such termination. Notwithstanding the foregoing, if the
Recipient dies within such three-year (or shorter) period, any unexercised Stock
Option held by such Recipient shall, notwithstanding the expiration of such
period, continue to be exercisable to the extent to which it was exercisable at
the time of death for a period of one year from the date of death or the
expiration of the stated term of such Stock Option, whichever period is the
shorter. If, on the date of termination, the Recipient is not vested as to his
or her entire Option and the Committee has not granted any acceleration of
vesting, the Shares covered by the unvested portion of the Option shall revert
to the Plan. If, after termination, the Recipient does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan. In the event of
termination of employment by reason of Disability, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

     (d) DEATH OF RECIPIENT. If a Recipient dies while an Employee, Director or
Officer, the Option may be exercised subject to the restrictions of this Section
8(d) and within such period of time as is specified in the Award Agreement (but
in no event later than the earlier of one year or the expiration of the term of
such Option as set forth in the Award Agreement), by the Recipient's estate or
by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of
death, including any acceleration of vesting granted by the Committee, and has
not yet expired as set forth in the Award Agreement. Unless otherwise determined
by the Committee, the Option shall remain exercisable for the lesser of the
remaining period of time specified in the Award Agreement or twelve (12) months
following the Recipient's death. If, at the time of death, the Recipient is not
vested as to his or her entire Option and the Committee has not granted any
acceleration of vesting, the Shares covered by the unvested portion of the
Option shall immediately revert to the Plan. The Option may be exercised by the
executor or administrator of the Recipient's estate or, if none, by the
person(s) entitled to exercise the Option under the Recipient's will or the laws
of descent or distribution. If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan. In the event of termination of employment by
reason of death, if an Incentive Stock Option is exercised after the expiration
of the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock Option.

     (e) RETIREMENT OF RECIPIENT. If, as a result of the Recipient's Retirement,
a Recipient ceases to be a Service Provider, the Recipient may, subject to the
restrictions of this Section 8(e), exercise his or her Non-Qualified Stock
Option within the time specified herein to the extent the Option is vested on
the date of termination, including any acceleration of vesting granted by the
Committee, and has not yet expired as set forth in the Award Agreement. Unless
otherwise determined by the Committee, such Option may be exercised for the
lesser of the remaining period of time specified in the Award Agreement or three
(3) years following the Recipient's Retirement. Notwithstanding the foregoing,
if the Recipient dies within such three-year (or shorter) period, any
unexercised Non-Qualified Stock Option held by such Recipient shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of one year
from the date of death or the


                                       8

<PAGE>

expiration of the stated term of such Stock Option, whichever period is shorter.
If the Recipient holds an Incentive Stock Option and ceases to be a Service
Provider by reason of his or her Retirement, such Incentive Stock Option may
continue to be exercisable by the Recipient to the extent to which it was
exercisable at the time of Retirement for a period of three months from the date
of Retirement or the expiration of the stated term of such Stock Option,
whichever period is the shorter. Notwithstanding the foregoing, if the Recipient
dies within such three-month period, any unexercised Incentive Stock Option held
by such Recipient shall, notwithstanding the expiration of such period, continue
to be exercisable to the extent to which it was exercisable at the time of death
for a period of one year from the date of such death or the expiration of the
stated term of such Stock Option, whichever period is the shorter. If, on the
date of termination, the Recipient is not vested as to his or her entire Option
and the Committee has not granted any acceleration of vesting, the Shares
covered by the unvested portion of the Option shall revert to the Plan. If,
after termination, the Option is not exercised within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

     (f) CASH OUT PROVISIONS. On receipt of written notice of exercise, the
Committee may elect to cash out all or any part of the shares of Common Stock
for which a Stock Option is being exercised by paying the optionee an amount, in
cash, equal to the excess of the Fair Market Value of the Common Stock over the
option price times the number of shares of Common Stock for which the Stock
Option is being exercised on the effective date of such cash out. Cash outs
pursuant to this Section 8(f) relating to Options held by Recipients who are
actually or potentially subject to Section 16(b) of the Exchange Act shall
comply with the provisions of Section 16 of the Exchange Act and the rules
promulgated thereunder, to the extent applicable.

     SECTION 9. RESTRICTED STOCK.

     (a) AWARDS OF RESTRICTED STOCK. Shares of Restricted Stock may be issued
either alone, in addition to, or in tandem with other Awards granted under the
Plan and/or cash awards made outside of the Plan. The Committee shall determine
the Employees to whom it will award Restricted Stock under the Plan, and it
shall advise the Recipient in writing, by means of an Award Agreement, of the
terms, conditions and restrictions related to the offer, including the number of
Shares to be awarded to the Recipient, the time or times within which such
Awards may be subject to forfeiture and any other terms and conditions of the
Awards, in addition to those contained in this Section 9. The Committee may
condition the grant of Restricted Stock upon the attainment of specified
performance goals of the Recipient or of the Company, Subsidiary or Affiliate
for or within which the Recipient is primarily employed, or upon such other
factors as the Committee shall determine. The provisions of a Restricted Stock
Award need not be the same with respect to each Recipient. The terms of the
Award of Restricted Stock shall comply in all respects with Applicable Law and
the terms of the Plan.

     (b) AWARDS AND CERTIFICATES. Each Award shall be confirmed by, and subject
to the terms of, a Restricted Stock Agreement. Shares of Restricted Stock shall
be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. The
Committee may require that the certificates evidencing such Shares be held in
custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the Recipient shall have
delivered to the Company a stock power, endorsed in blank, relating to the
Common Stock covered by such Award. Any certificate issued with respect to
Shares of Restricted Stock shall be registered in the name of such Recipient and
shall bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Award, substantially in the following form:


                                       9

<PAGE>

     "The transferability of this certificate and the shares of Stock
     represented hereby are subject to the terms and conditions (including
     forfeiture) of the General Growth Properties, Inc. 2003 Incentive Stock
     Plan and a Restricted Stock Agreement. Copies of such Plan and Stock
     Agreement are on file at the office of the Secretary of General Growth
     Properties, Inc."

     If and when the Restriction Period (hereinafter defined) expires without a
prior forfeiture of the Restricted Stock subject to such Restriction Period,
such Shares shall be delivered to the Recipient without any restrictive legend
or restrictive notation relating to the Plan.

     (c) TERMS AND CONDITIONS. Shares of Restricted Stock shall be subject to
the following terms and conditions:

          (A) RESTRICTION PERIOD. Subject to the provisions of the Plan and the
terms of the Restricted Stock Agreement, during a period set by the Committee,
commencing with the date of such Award (the "Restriction Period"), the Recipient
shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
Shares of Restricted Stock (the "Restrictions"). The Committee may provide for
the lapse of such Restrictions in installments or otherwise and may accelerate
or waive such Restrictions, in whole or in part, in each case based on period of
service, performance of the Recipient or of the Company, Subsidiary or
Affiliate, division or department for which the Recipient is employed or such
other factors or criteria as the Committee may determine, subject to the rules
set forth below.

               (i) With respect to Awards of Restricted Stock designated as
"performance-based," no Restrictions shall lapse or be waived or accelerated
before a period of least twelve (12) months has elapsed following the date of
grant;

               (ii) If the Recipient of a Restricted Stock Award is subject to
the provisions of Section 16 of the Exchange Act, shares of Common Stock subject
to the grant may not, without the written consent of the Committee, be sold or
otherwise disposed of within six (6) months following the date of grant; and

               (iii) With respect to Awards of Restricted Stock which are not
designated as "performance-based," the Restrictions shall lapse in accordance
with a schedule that does not provide for a lapse of such Restrictions any
sooner than: immediately (on the date of grant) with respect to one-third (1/3)
of the Shares subject to the Award; on the first anniversary of the date of
grant with respect to another one-third (1/3) of such Shares; and on the second
anniversary of the date of grant with respect to the final one-third (1/3) of
such Shares. Within any twelve-month period, no Recipient shall receive an Award
of Restricted Stock in excess of one hundred thousand (100,000) Shares, unless
such Award is "performance-based."

          (B) RIGHTS. Except as provided in this Section 9(c)(B), Section
9(c)(A) above, the Restricted Stock Agreement and under Applicable Law, the
Recipient shall have, with respect to the Shares of Restricted Stock, all of the
rights of a stockholder of the Company holding the class or series of Common
Stock that is the subject of the Restricted Stock Agreement, including, if
applicable, the right to vote the Shares and the right to receive any cash
dividends. If so determined by the Committee in the applicable Restricted Stock
Agreement and subject to Section 17(e), for the Restriction Period, (A) cash
dividends on the Shares of Common Stock that are the subject of the Restricted
Stock Award shall be automatically deferred and reinvested in additional
Restricted Stock and (B) dividends payable in Common Stock shall be paid in the
form of Restricted Stock.


                                       10

<PAGE>

          (C) TERMINATION OF SERVICE PROVIDER RELATIONSHIP. Except to the extent
otherwise provided in the applicable Restricted Stock Agreement, Sections
9(c)(A), this Section 9(c)(C), Section 10(d) and Section 12(a)(B), if a
Recipient ceases to be a Service Provider for any reason during the Restriction
Period, all Shares still subject to restriction shall be forfeited by the
Recipient.

     (d) OTHER PROVISIONS. The Restricted Stock Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Committee in its sole discretion. In addition, the terms of
Restricted Stock Agreements need not be the same with respect to each Recipient.

     SECTION 10. DIRECTOR RESTRICTED STOCK AWARDS.

     The granting of Awards to Directors who meet the requirements of Section
10(b) ("Independent Directors") shall be made from and after the date of the
Company's 2006 annual meeting of stockholders pursuant to the following terms:

     (a) AUTOMATIC AWARD. Each Independent Director, upon the certification of
the director election results for each annual meeting of the Company's
stockholders, automatically shall be granted an annual Award of 10,000 shares of
Restricted Stock, provided that such Director's term is continuing after such
certification. Each Independent Director, upon initial election or appointment
to the Board, shall also be granted an initial Award of 10,000 shares of
Restricted Stock; provided, however, that if an Independent Director is first
elected to the Board at an annual meeting of the Company's stockholders, then
such Director shall not be entitled to receive such initial Award, but shall
receive only the automatic Restricted Stock Award provided for in the
immediately preceding sentence.

     (b) ELIGIBILITY. An automatic Restricted Stock Award shall be granted
hereunder only if as of each date of grant the Director (i) is not otherwise an
Employee of the Company or any Subsidiary or Affiliate, (ii) has not been an
Employee of the Company or any Subsidiary or Affiliate for any part of the
preceding fiscal year and (iii) has served on the Board continuously since the
commencement of his or her term.

     (c) APPLICABILITY OF SECTION 9. Except as expressly provided in this
Section 10, any Restricted Stock granted hereunder shall be subject to the terms
and conditions of the Plan as if the grant were made pursuant to Section 9
hereof.

     (d) RESTRICTION PERIOD. The "Restriction Period" for each Restricted Stock
Award granted pursuant to this Section 10 shall refer to the period commencing
with the date of such Award and ending on the earliest to occur of (i) the
second anniversary of such date, (ii) the applicable Director's Retirement or
(iii) the applicable Director's failure to be re-nominated for election upon
expiration of such Director's current term in office. During such Restriction
Period, the Award granted pursuant to this Section 10 shall be subject to
Restrictions (as defined in Section 9(c)(A)). Such Restrictions shall lapse
immediately with respect to one-third (1/3) of the Shares subject to the Award;
on the first anniversary of the date of grant with respect to another one-third
(1/3) of such Shares; and on the second anniversary of the date of grant with
respect to the final one-third (1/3) of such Shares.

     (e) INSUFFICIENT SHARES. In the event that the number of Shares of Common
Stock available for future grant under the Plan is insufficient to make all
automatic grants required to be


                                       11

<PAGE>

made on such date, then all Independent Directors entitled to a grant on such
date shall share ratably in the number of Shares available for grant under the
Plan.

     (f) AMENDMENT. The provisions of paragraph (a) of this Section 10 may not
be amended more often than once every six months.

     SECTION 11. NON-TRANSFERABILITY OF AWARDS.

     Unless otherwise specified by the Committee in the Award Agreement, an
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by (i) will or by the laws of descent or
distribution or (ii) pursuant to a qualified domestic relations order (as
defined in the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder). Stock Options may be exercised,
during the lifetime of the Participant, only by the Participant or by the
guardian or legal representative of the Participant or by an alternate payee
pursuant to a qualified domestic relations order. If the Committee makes an
Award transferable, such Award shall contain such additional terms and
conditions as the Committee deems appropriate. Any attempt to assign, pledge or
otherwise transfer any Award or of any right or privileges conferred thereby,
contrary to this Plan, or the sale or levy or similar process upon the rights
and privileges conferred hereby, shall be void.

     SECTION 12. EFFECT OF CHANGE IN CONTROL.

     (a) EFFECT. Notwithstanding any other provision of this Agreement, in the
event of a Change in Control (as defined below) after the Effective Date,

          (A) a Recipient shall become 100% vested in his or her Stock Options,
if applicable; and

          (B) the restrictions applicable to any Restricted Stock shall lapse
and such Restricted Stock shall become free of all restrictions and fully vested
and transferable to the full extent of the original grant.

     (b) CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall be deemed to have occurred upon the completion of any of the following
events:

          (A) ACQUISITION. Any acquisition or series of related acquisitions
resulting in any "Person" (as defined in subparagraph (F) below) or group,
within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
beneficially owning (within the meaning of Rule 13d 3 promulgated under the
Exchange Act) 20% or more of either the then outstanding shares of Common Stock
or the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors of the Company (a "Triggering
Acquisition"), provided that a Change in Control shall not be deemed to have
occurred if the Person described in the preceding provisions is an underwriter
or underwriting syndicate that has acquired the ownership of voting securities
of the Company solely in connection with a public offering of those securities;
and provided that the following shall not constitute a Triggering Acquisition:

          (i) any acquisition directly from the Company, other than an
acquisition by any Person by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired by such Person
directly from the Company, GGP Limited Partnership or any other entity in which
the Company owns a direct or indirect interest;


                                       12

<PAGE>

          (ii) any acquisition by the Company, or members of the Company's
management, or any combination thereof;

          (iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company; or

          (iv) any acquisition by any Person pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (A) of this Section
12(b).

          (B) REORGANIZATION. Any shareholder-approved reorganization, merger or
consolidation of the Company with any other Person, other than a transaction
which would result in (A) the owners of voting securities of GGP outstanding
immediately prior thereto continuing to own directly or indirectly more than
sixty percent (60%) of the combined voting power of the voting securities of the
entity or entities surviving such reorganization, merger or consolidation that
own and conduct the business owned and conducted by the Company prior thereto;
and (B) no Person (other than the Company, any employee benefit plan or trust
sponsored or maintained by the Company or any corporation controlled by the
Company or such corporation resulting from such transaction) beneficially
owning, directly or indirectly, 20% or more of, respectively, the outstanding
shares of Common Stock of the corporation resulting from such transaction or the
combined voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the extent
such ownership existed with respect to the Company prior to the transaction; and
(C) individuals who were members of the Incumbent Board (hereinafter defined)
constituting a majority of the members of the board of directors of the
corporation resulting from such transaction;

          (C) ASSET SALE. The sale or other disposition by the Company, in one
transaction or a series of related transactions, of all or substantially all of
the assets of the Company; (D) LIQUIDATION. The approval by the stockholders of
the Company of a complete liquidation or dissolution of the Company; or

          (E) BOARD CHANGE. A change in the composition of the Board such that
individuals who, as of the Effective Date, constitute the Board of Directors of
the Company (the "Incumbent Board") cease for any reason to constitute at least
a majority of the board of directors of the Company, provided that any
individual who becomes a director after the Effective Date whose election, or
nomination for election by stockholders, is approved by a vote of at least a
majority of the directors then comprising the relevant Incumbent Board shall be
considered to be a member of the relevant Incumbent Board. For purposes of the
definition of "Change in Control," references to the Company shall also refer to
its successors and assigns such that reorganizations or other corporate
transactions do not impair the substantive intent of these provisions.

          (F) PERSON. For purposes of this Section, "Person" means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity (or any department, agency, or political
subdivision thereof).

     SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each outstanding Award, and the
number of shares of Common


                                       13

<PAGE>

Stock which have been authorized for issuance under the Plan but as to which no
Awards have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Award, as well as the price per share of Common
Stock covered by each such outstanding Award, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration;" and provided that the dilution effect of the
Shares authorized, plus the shares reserved for issuance pursuant to all other
stock-related plans of the Company, shall not exceed 10%. Such adjustment shall
be made by the Board in its sole discretion, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Award.

     SECTION 14. DATE OF GRANT.

     The date of grant of an Award shall be, for all purposes, the date on which
the Committee makes the determination granting such Award, or such other later
date as is determined by the Committee. Notice of the determination shall be
provided to each Participant by way of an Award Agreement within a reasonable
time after the date of such grant.

     SECTION 15. TERM; AMENDMENT AND TERMINATION OF THE PLAN.

     (a) AMENDMENT AND TERMINATION. Subject to this Section 15 and Section
17(f), the Board may at any time amend, alter, suspend or terminate the Plan,
including without limitation to provide for the transferability of any or all
Options to comply with or take advantage of rules governing registration of
shares. Subject to Section 17(f) and the other terms of the Plan, the Committee
may amend the terms of any Stock Option theretofore granted, prospectively or
retroactively, but no such amendment shall impair the rights of any Recipient
without the Recipient's consent.

     (b) STOCKHOLDER APPROVAL. The Company shall obtain stockholder approval of
any material Plan amendment and any amendment to the extent necessary and
desirable to comply with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted). Such stockholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the Applicable Law, rule or
regulation.

     (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Committee, which agreement must be in writing and signed by the Participant and
the Company.

     SECTION 16. CONDITIONS UPON ISSUANCE OF SHARES.

     (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of


                                       14

<PAGE>

1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, Applicable Laws, and the requirements of any stock exchange or
quotation system upon which the Shares may then be listed or quoted and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. The Committee may cause a legend or other restrictive notation to be
made on or with respect to Shares or other securities delivered under the Plan
as it may deem appropriate to make reference to such legal rules and
restrictions, or to impose any restrictions on transfer.

     (b) WITHHOLDING OBLIGATIONS. No later than the date as of which an amount
first becomes includible in the gross income of the Recipient for federal income
tax purposes with respect to any Award under the Plan, the Recipient shall pay
to the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Committee, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditioned on such payment or arrangements, and the Company, its Subsidiaries
and its Affiliates shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the Recipient. The
Committee may establish such procedures as it deems appropriate, including the
making of irrevocable elections, for the settlement of withholding obligations
with Common Stock.

     (c) INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     (d) GRANTS EXCEEDING ALLOTTED SHAREs. If the Awarded Stock covered by an
Award exceeds, as of the date of grant, the number of Shares which may be issued
under the Plan without additional stockholder approval, such Award shall be void
with respect to such excess Awarded Stock, unless stockholder approval of an
amendment sufficiently increasing the number of Shares subject to the Plan is
timely obtained in accordance with Applicable Law and Section 15(b).

     SECTION 17. GENERAL PROVISIONS.

     (a) TERM OF PLAN. This Plan shall become effective as of the Company's May
7, 2003 Annual Shareholders Meeting, or upon its approval by the stockholders of
the Company, whichever is later ("Effective Date"). Such stockholder approval
shall be obtained in the manner and to the degree required under Applicable Laws
and the rules of any stock exchange upon which the Common Stock is listed. It
shall continue in effect for a term of ten (10) years unless terminated earlier
under Section 15 of the Plan.

     (b) NO CONTRACT OF EMPLOYMENT. Neither the Plan nor any Award hereunder
shall confer upon any individual any right with respect to continuing such
individual's employment relationship with the Company, nor shall they interfere
in any way with such individual's right or the Company's right to terminate such
employment relationship at any time, with or without cause.


                                       15

<PAGE>

     (c) SEVERABILITY. In the event that any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     (d) GOVERNING LAW. The Plan and all Awards made and actions thereunder
shall be governed by and construed in accordance with the laws of the state of
Delaware.

     (e) DIVIDENDS. The reinvestment of dividends in additional Restricted Stock
at the time of any dividend payment shall be permissible only if sufficient
shares of Common Stock are available under the Plan for such reinvestment
(taking into account then-outstanding Stock Options and other Awards).

     (f) PROHIBITION ON REPRICING. Notwithstanding any other provision of the
Plan, the Committee shall not "reprice" any Stock Option granted under the Plan
if the effect of such repricing would be to decrease the exercise price per
Share applicable to such Stock Option. For this purpose, a "repricing" would
include a tandem cancellation and regrant or any other amendment or action that
would have substantially the same effect as decreasing the exercise price of
outstanding Stock Options.

     (g) PROHIBITION ON LOANS TO PARTICIPANTS. The Company shall not lend funds
to any Participant for the purpose of paying the exercise or base price
associated with any Award or for the purpose of paying any taxes associated with
the exercise or vesting of an Award.

     (h) PERFORMANCE-BASED COMPENSATION. The Committee may designate any Award
as "performance-based compensation" for purposes of Section 162(m) of the Code.
Any Awards designated as "performance-based compensation" shall be conditioned
on the achievement of one or more performance measures, and the measurement may
be stated in absolute terms or relative to comparable companies.

     (i) UNFUNDED STATUS OF PLAN. It is intended that the Plan constitute an
"unfunded" plan for incentive and deferred compensation. The Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or make payment; provided,
however, that, unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.

     (j) LIABILITY OF COMMITTEE MEMBERS. Except as provided under Applicable
Law, no member of the Board or the Committee will be liable for any action or
determination made in good faith by the Board or the Committee with respect to
the Plan or any Award under it. Neither the Company, the Board of Directors nor
the Committee, nor any Subsidiary or Affiliate, nor any directors, officers or
employees thereof, shall be liable to any Participant or other person if it is
determined for any reason by the Internal Revenue Service or any court that an
Incentive Stock Option granted hereunder does not qualify for tax treatment as
an "incentive stock option" under Section 422 of the Code.


                                       16