Exhibit 10.6


 


AMENDMENT
NUMBER 1

TO

THE MACERICH COMPANY

ELIGIBLE DIRECTORS’

DEFERRED COMPENSATION/PHANTOM STOCK PLAN

(As Amended and Restated Effective as of June 30, 2000)


 


 


WHEREAS, The Macerich Company (the
“Company”) has established The Macerich Company Eligible Directors’ Deferred
Compensation/Phantom Stock Plan (the “Plan”) to attract, motivate and retain
experienced and knowledgeable directors of the Company by permitting them to
defer compensation and affording them the opportunity to link that compensation
to an equity interest in the Company; and


 


WHEREAS, it is desirable to amend the Plan
to allow a new director to elect to participate upon first becoming an eligible
director of the Company.


 


NOW THEREFORE, the Plan is hereby amended
as set forth below, effective as of January 1, 2003.


 


ARTICLE II


 


DEFINITIONS


 


1.                                       Section 2.3
is amended in its entirety to read as follows:


 


“2.3                         Award
Date  with reference to elections under Section 4.2 shall mean the
January 1 that next follows the date of an Eligible Director’s election
made pursuant to Section 4.2. 
Award Date with reference to elections under Section 4.1(a) shall
mean August 3, 1994, with reference to elections under Section 4.1(b)
shall mean February 1, 1995, and with reference to elections under
Section 4.1(c) shall mean the date next following the date that the
Eligible Director files his or her election under Section 4.1(c).”


 


ARTICLE IV


 


DEFERRAL ELECTIONS


 


2.                                       Section 4.1
is amended by adding a new subsection (c) to read as follows:


 


“(c)                            Initial
Election for New Directors.  On
or before the 30th day after first becoming an Eligible Director, a
new Eligible Director may make an irrevocable election to defer all or a
portion (in 10% increments) of his or her Compensation and/or Special Meeting


 

















 


Fees payable for services to be rendered by the
Eligible Director after the date such election is filed with the Committee and
during the remainder of the calendar year during which the Eligible Director
first becomes an Eligible Director and/or during the next one or two calendar
years in (a) cash, in accordance with Section 5.1, or (b) Stock Units, in
accordance with Section 5.2.  Such
election shall be in writing on a form provided by the Company and approved by
the Committee and must be filed no later than the 30th day following
the date that the Eligible Director first becomes an Eligible Director.”


 


ARTICLE V


 


DEFERRAL ACCOUNTS


 


3.                                       Section 5.2(a)
is amended by changing the second sentence thereof to read as follows:


 


“The present value shall be computed assuming the
Compensation deferred would have been paid on the first day of the calendar
year to which it relates (or, in the case of Compensation deferred under an
election under Section 4.1(c) for the remainder of the calendar year in
which the Eligible Director first becomes an Eligible Director,  on the Award Date) at the prevailing rate of
Compensation at the time of the election made in accordance with
Article IV, discounted to present value using the Discount Rate.”


 


IN WITNESS WHEREOF, the Company has caused
its duly authorized officers to execute this amendment this
                  day
of                 ,
2003.


 


	
   

  	
   

  	
  THE MACERICH COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  



 


2