<PAGE>
                                                                     EXHIBIT 4.1

                        FORM OF SUBSCRIPTION CERTIFICATE


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    WARRANTS CERTIFICATE NUMBER                               CUSIP NUMBER


----------------------------------                      ------------------------
            WARRANTS                                       RECORD DATE SHARES

         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                     NEW YORK CITY TIME ON NOVEMBER 9, 2004

                         GENERAL GROWTH PROPERTIES, INC.
                            WARRANTS FOR COMMON STOCK








Dear Warrant Holder:

      As the registered owner of this Subscription Certificate, you have been
allocated the number of warrants shown above. Each whole warrant entitles you to
subscribe for one share of common stock, par value $0.01 per share, of General
Growth Properties, Inc. at the subscription price of $32.23 per share (the
"Basic Subscription Privilege"). If you subscribe for all of the shares
available pursuant to your Basic Subscription Privilege, you are also entitled
to purchase additional shares at the Subscription Price (subject to pro-ration
and certain limitations described in the enclosed Prospectus). The other terms
and conditions of these warrants are set forth in the enclosed Prospectus.

      You have been allocated 0.1 non-transferable warrants for each share of
common stock that you held as of 5:00 p.m., New York City time, on October 18,
2004 and 0.1 non-transferable warrants for each common unit (assuming conversion
of the preferred units into common units in accordance with the terms of the
preferred units) of limited partnership interest in GGP Limited Partnership that
you held as of 5:00 p.m., New York City time, on October 18, 2004.

                       THESE WARRANTS ARE NON-TRANSFERABLE

      You have four choices:

      1.    You can subscribe for one share of common stock for each whole
            warrant that you received, as listed at the top of the page;

      2.    If you have exercised your Basic Subscription Privilege in full,
            then you can subscribe for additional shares of common stock (the
            "Over-Subscription Privilege"). Such shares may be available to you
            subject to an allocation process as described in the Prospectus;

      3.    You can subscribe for less than all of the warrants that you
            received, as listed above, and allow the rest of your warrants to
            expire; or

      4.    If you do not want to purchase any additional shares, you can
            disregard this material.

TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE IS REQUIRED FOR EACH SHARE
OF COMMON STOCK SUBSCRIBED FOR. YOU MUST COMPLETE THE REVERSE SIDE OF THIS FORM
TO SUBSCRIBE FOR NEW SHARES.
<PAGE>
                  DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE

<TABLE>
<S>                                          <C>                                          <C>
BY MAIL:                                     BY OVERNIGHT COURIER:                        BY HAND:
Mellon Bank, N.A.                            Mellon Bank, N.A.                            Mellon Bank, N.A.
C/O Mellon Investor Services LLC             C/O Mellon Investor Services LLC             C/O Mellon Investor Services LLC
P.O. Box 3301                                85 Challenger Road                           120 Broadway, 13th Floor
South Hackensack, NJ 07606                   Overpeck Centre                              New York, New York 10271
Attention: Reorganization Department         Ridgefield Park, NJ 07660                    Attention: Reorganization Department
                                             Attention: Reorganization Department
</TABLE>

          Delivery to an address other than one of the addresses listed
                   above will not constitute valid delivery.
            Delivery by facsimile will not constitute valid delivery.

                PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

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IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE OR A PORTION
THEREOF:

        I apply for ______________________ shares x $32.23  = $_________________
                     (No. of new shares)                       (Amount Enclosed)


IF YOU HAVE SUBSCRIBED FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE ABOVE AND WISH
TO PUR- CHASE ADDITIONAL SHARES PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE:

        I apply for ______________________ shares x $32.23  = $_________________
                     (No. of new shares)                       (Amount Enclosed)

--------------------------------------------------------------------------------

<TABLE>
<S>                                                                     <C>
     TO SUBSCRIBE. I acknowledge that I have received the               YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF
Prospectus for this offer and I hereby irrevocably subscribe            YOU WISH TO HAVE YOUR SHARES DELIVERED TO
for the number of shares indicated above on the terms and               AN ADDRESS OTHER THAN THAT SHOWN ON THE
conditions specified in the Prospectus. I hereby agree that if I        FRONT.
fail to pay for the shares of common stock for which I have
subscribed, the company may exercise its legal remedies
against me.

Signature(s) of Subscriber(s):

____________________________________________________________            Your signature must be guaranteed by: (a) a commercial
                                                                        bank or trust company, (b) a member firm of a domestic
Please give your telephone number:                                      stock exchange, or (c) a credit union.

(___)_______________________________________________________            Signature Guaranteed:_________________________________
                                                                                                  (Name of Bank or Firm)

Address for delivery of shares if other than shown on front:

____________________________________________________________            By:___________________________________________________
                                                                                        (Signature of Officer)
____________________________________________________________

____________________________________________________________

IMPORTANT: The signature(s) must correspond in every
particular, without alteration, with the name(s) as printed on
the reverse of this Subscription Certificate.
If permanent change of address, check here  [ ]
</TABLE>

--------------------------------------------------------------------------------
FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE PAYABLE IN
UNITED STATES DOLLARS IN A CERTIFIED CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK
OR POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER AND PAYABLE TO MELLON INVESTOR
SERVICES LLC (ACTING ON BEHALF OF MELLON BANK, N.A.), AS SUBSCRIPTION AGENT.

IF YOU ELECT TO SUBSCRIBE, YOU MUST PROVIDE THE SUBSCRIPTION AGENT WITH A
CORRECT TAXPAYER IDENTIFICATION NUMBER (TIN) ON SUBSTITUTE FORM W-9. SEE
INSTRUCTION NUMBER 7 AS TO USE OF GENERAL GROWTH PROPERTIES, INC. SUBSCRIPTION
CERTIFICATE.

STOCK CERTIFICATES FOR THE SHARES SUBSCRIBED TO PURSUANT TO THE WARRANTS
OFFERING WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE. ANY
REFUND IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS
PRACTICABLE THEREAFTER.
<PAGE>

             INSTRUCTIONS FOR USE OF GENERAL GROWTH PROPERTIES, INC.
                     COMMON STOCK SUBSCRIPTION CERTIFICATES

           CONSULT MELLON INVESTOR SERVICES LLC OR YOUR BANK OR BROKER
                               AS TO ANY QUESTIONS

         THE WARRANTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
NOVEMBER 9, 2004, UNLESS EXTENDED AS DESCRIBED IN THE PROSPECTUS.

         The following instructions relate to a warrants offering (the "Warrants
Offering") by General Growth Properties, Inc., a Delaware corporation (the
"Company"), to the holders of common stock, par value $.01 per share ("Common
Stock"), of the Company and holders of common or convertible preferred units of
limited partnership interest in GGP Limited Partnership as described in the
Company's prospectus, dated October 25, 2004 (the "Prospectus"). Stockholders
and unitholders of record at the close of business on Monday, October 18, 2004
(the "Record Date"), are being allocated 0.1 non-transferable warrants for each
share of the Company's common stock or common unit held by them at the Record
Date.

         Each whole warrant is exercisable, upon payment of $32.23 per share
(the "Subscription Price"), to purchase one share of Common Stock (the "Basic
Subscription Privilege"). In addition, subject to the proration described below,
each holder of record of warrants ("Warrant holder") who fully exercises its
Basic Subscription Privilege with respect to all warrants that it is allocated
in the same capacity pursuant to a single Common Stock subscription certificate
("Subscription Certificate") also has the right to subscribe at the Subscription
Price for additional shares of Common Stock (the "Oversubscription Privilege").
If shares of Common Stock being offered in the Warrants Offering remain
available for purchase following the exercise of the Basic Subscription
Privilege by Warrant holders prior to the Expiration Time (the "Excess Shares"),
Warrant holders who have exercised their Oversubscription Privilege to subscribe
for a number of Excess Shares will be permitted to purchase those shares subject
to the proration described below. If there is not a sufficient number of Excess
Shares to satisfy all subscriptions pursuant to the exercise of the
Oversubscription Privilege, the Excess Shares will be allocated pro rata
(subject to the elimination of fractional shares) among Warrant holders
exercising their Oversubscription Privilege in proportion to the number of
shares of the Company's common stock that each such Warrant holder purchased
pursuant to the exercise of its basic subscription privilege with respect to
warrants distributed by the Company in the Warrants Offering; provided, however,
that if such pro rata allocation results in any Warrant holder being allocated a
greater number of Excess Shares than such Warrant holder subscribed for pursuant
to the exercise of such Warrant holder's Oversubscription Privilege, then such
Warrant holder will be allocated only such number of Excess Shares as such
Warrant holder subscribed for, and the remaining Excess Shares will be allocated
among all other Warrant holders exercising their Oversubscription Privileges.

         No fractional warrants will be allocated or cash in lieu of fractional
warrants will be paid. Instead, the number of warrants allocated to a holder
will be rounded to the nearest whole number after aggregating all warrants to
which the holder is entitled. Nominee holders of Common Stock that hold, on the
Record Date, shares for the account of more than one beneficial owner may
exercise the number of warrants to which all such beneficial owners in the
aggregate would otherwise have been entitled if they had been direct record
holders of Common Stock on the Record Date, provided such nominee holder makes a
proper showing to the Subscription Agent, as determined in the Company's sole
and absolute discretion.

         The Subscription Price for Common Stock is payable by certified check
or bank draft drawn upon a U.S. bank or by postal, telegraphic or express money
order, in each case payable to the Subscription Agent.

         The warrants will expire at 5:00 p.m., New York City time, on Tuesday,
November 9, 2004, unless extended by the Company as described in the Prospectus
(the "Expiration Time").

         The number of warrants to which a holder of a "Subscription
Certificate" is entitled is printed on the face of that holder's Subscription
Certificate. You should indicate your wishes with regard to the exercise of your
warrants by completing the Subscription Certificate and returning it to the
Subscription Agent in the envelope provided.

         YOUR SUBSCRIPTION CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION
AGENT, OR GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR SUBSCRIPTION
CERTIFICATE MUST BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE MUST BE
RECEIVED, AS MORE SPECIFICALLY DESCRIBED IN THE PROSPECTUS, BY THE SUBSCRIPTION
AGENT ON OR BEFORE THE EXPIRATION TIME. YOU MAY NOT REVOKE ANY EXERCISE OF A
WARRANT.

<PAGE>

1.       SUBSCRIPTION PRIVILEGE.

         To exercise warrants, deliver your properly completed and executed
Subscription Certificate, together with payment in full of the Subscription
Price for each share of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and the Oversubscription Privilege, to the Subscription
Agent.

         Payment of the applicable Subscription Price must be made for the full
number of shares of Common Stock being subscribed for by certified check or bank
draft drawn upon a U.S. bank or by postal, telegraphic or express money order
payable to Mellon Investor Services LLC (on behalf of Mellon Bank, N.A.), as
Subscription Agent. THE SUBSCRIPTION PRICE WILL BE DEEMED TO HAVE BEEN RECEIVED
BY THE SUBSCRIPTION AGENT ONLY UPON THE RECEIPT BY THE SUBSCRIPTION AGENT OF ANY
CERTIFIED CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK OR OF ANY POSTAL,
TELEGRAPHIC OR EXPRESS MONEY ORDER AS PROVIDED ABOVE.

         Alternatively, you may cause a written guarantee substantially in the
form enclosed herewith (the "Notice of Guaranteed Delivery") from a commercial
bank, trust company, securities broker or dealer, credit union, savings
association or other eligible guarantor institution which is a member of or a
participant in a signature guarantee program acceptable to the Subscription
Agent (each of the foregoing being an "Eligible Institution"), to be received by
the Subscription Agent at or prior to the Expiration Time, together with payment
in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery
must state your name, the number of warrants represented by your Subscription
Certificate, the number of shares of Common Stock being subscribed for pursuant
to the Basic Subscription Privilege and the number of shares of Common Stock, if
any, being subscribed for pursuant to the Oversubscription Privilege, and will
guarantee the delivery to the Subscription Agent of your properly completed and
executed Subscription Certificate within three business days following the date
the Subscription Agent receives the Notice of Guaranteed Delivery. If this
procedure is followed, your Subscription Certificate must be received by the
Subscription Agent within three business days following the date the
Subscription Agent receives the Notice of Guaranteed Delivery.

         Additional copies of the Notice of Guaranteed Delivery may be obtained
upon request from the Subscription Agent, at the address, or by calling the
telephone number, indicated below.

         Banks, brokers, trusts, depositaries or other nominee holders of the
warrants who exercise the warrants on behalf of beneficial owners of warrants
will be required to certify to the Subscription Agent and the Company on a
Nominee Holder Certification Form, in connection with any exercise of the
Oversubscription Privilege, the number of warrants exercised pursuant to the
Basic Subscription Privilege and the number of shares of Common Stock that are
being subscribed for pursuant to the Oversubscription Privilege by each
beneficial owner of warrants on whose behalf such nominee holder is acting. If
more shares of Common Stock are subscribed for pursuant to the Oversubscription
Privilege than are available for sale, such shares will be allocated, as
described above, among Warrant holders exercising their applicable
Oversubscription Privilege in proportion to the number of shares of Common Stock
they purchased pursuant to their exercise of their Basic Subscription Privilege.

         The address and telecopier numbers of the Subscription Agent are as
follows:

<Table>
<S>                                        <C>                                       <C>
BY MAIL:                                   BY OVERNIGHT COURIER:                     BY HAND:
General Growth Properties, Inc.            General Growth Properties, Inc.           General Growth Properties, Inc.
C/O Mellon Investor Services LLC           C/O Mellon Investor Services LLC          C/O Mellon Investor Services LLC
Attention: Reorganization Dept.            Attention: Reorganization Dept.           Attention: Reorganization Dept.
P.O. Box 3301                              85 Challenger Road                        120 Broadway, 13th Floor
South Hackensack, NJ 07606                 Overpeck Centre                           New York, New York 10271
                                           Ridgefield Park, NJ 07660

                    Facsimile Transmission:                                          To confirm receipt
                 (Eligible Institutions Only)                                        of facsimile only:
                        (201) 296-4860                                                 (201) 296-4293
</Table>

         The address and telephone numbers of the Subscription Agent, for
inquiries, information or requests for additional documentation with respect to
the warrants are as follows:

                          Mellon Investor Services LLC
                               85 Challenger Road
                                 Overpeck Centre
                         Call Toll Free: (888) 867-6202


<PAGE>

         If you have not indicated the number of shares of Common Stock being
purchased, or if you have not forwarded full payment of the Subscription Price
for the number of shares of Common Stock that you have indicated are being
purchased, you will be deemed to have exercised the Basic Subscription Privilege
with respect to the maximum number of shares of Common Stock which may be
purchased for the Subscription Price transmitted or delivered by you, and to the
extent that the Subscription Price transmitted or delivered by you exceeds the
product of the Subscription Price multiplied by the number of shares of Common
Stock you are entitled to purchase as evidenced by the Subscription
Certificate(s) transmitted or delivered by you and no direction is given as to
the excess (such excess being the "Subscription Excess"), you will be deemed to
have exercised your Oversubscription Privilege to purchase, to the extent
available, that number of whole shares of Common Stock equal to the quotient
obtained by dividing the Subscription Excess by the Subscription Price, subject
to the limit on the number of shares of Common Stock available to be purchased
in the Warrants Offering and applicable proration.

2.       CONDITIONS TO COMPLETION OF THE WARRANTS OFFERING.

         This Warrants Offering is conditioned upon consummation of the Rouse
merger. If the Rouse merger does not close, the Warrants Offering will be
cancelled. The Company may cancel the Warrants Offering at any time and for any
reason.

3.       DELIVERY OF SHARES OF COMMON STOCK.

         The following deliveries and payments will be made to the address shown
on the face of your Subscription Certificate unless you provide instructions to
the contrary in your Subscription Certificate.

         (a) Basic Subscription Privilege. As soon as practicable after the
Expiration Time, the Subscription Agent will deliver to each validly exercising
Warrant holder shares of Common Stock purchased pursuant to such exercise. Such
shares will be issued in the same form, certificated or book-entry, as the
shares of Common Stock held by the subscriber exercising warrants for such
shares. See "The Warrants Offering--Issuance of Shares" in the Prospectus.

         (b) Oversubscription Privilege. As soon as practicable after the
Expiration Time, the Subscription Agent will deliver to each Warrant holder who
validly exercises the Oversubscription Privilege the number of shares of Common
Stock allocated to and purchased by such Warrant holder pursuant to the
Oversubscription Privilege. Such shares will be issued in the same form,
certificated or book-entry, as the shares of Common Stock held by the subscriber
exercising warrants for such shares.

         (c) Return of Excess Payments. As soon as practicable after the
Expiration Time, the Subscription Agent will deliver to each Warrant holder who
exercises the Oversubscription Privilege any excess funds, without interest or
deduction, received in payment of the Subscription Price for each share of
Common Stock that is subscribed for by, but not allocated to, such Warrant
holder pursuant to the Oversubscription Privilege.

4.       EXECUTION.

         (a) Execution by Registered Holder(s). The signature on the
Subscription Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the Subscription Certificate without any
alteration or change whatsoever. If the Subscription Certificate is registered
in the names of two or more joint owners, all of such owners must sign. Persons
who sign the Subscription Certificate in a representative or other fiduciary
capacity must indicate their capacity when signing and, unless waived by the
Company in its sole and absolute discretion, must present to the Subscription
Agent satisfactory evidence of their authority to so act.

         (b) Execution by Person Other than Registered Holder. If the
Subscription Certificate is executed by a person other than the holder named on
the face of the Subscription Certificate, proper evidence of authority of the
person executing the Subscription Certificate must accompany the same unless,
for good cause, the Company dispenses with proof of authority, in its sole and
absolute discretion.

5.       METHOD OF DELIVERY.

         The method of delivery of Subscription Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk of
the Warrant holder, but, if sent by mail, it is recommended that they be sent by
registered mail,


<PAGE>

properly insured, with return receipt requested, and that a sufficient number of
days be allowed to ensure delivery to the Subscription Agent prior to the
Expiration Time.

6.       SPECIAL PROVISIONS RELATING TO THE DELIVERY OF WARRANTS THROUGH THE
         DEPOSITORY TRUST COMPANY.

         In the case of holders of warrants that are held of record through The
Depository Trust Company ("DTC"), exercises of the Basic Subscription Privilege
(but not the Oversubscription Privilege) may be effected by instructing DTC to
transfer warrants (such warrants being "DTC Exercised Warrants") from the DTC
account of such holder to the DTC account of the Subscription Agent, together
with payment of the Subscription Price for each share of Common Stock subscribed
for pursuant to the Basic Subscription Privilege. The Oversubscription Privilege
only in respect of DTC Exercised Warrants may not be exercised through DTC. The
holder of a DTC Exercised Warrant may exercise the Oversubscription Privilege in
respect of such DTC Exercised Warrant by properly executing and delivering to
the Subscription Agent, at or prior to the Expiration Time, a DTC Participant
Oversubscription Exercise Form and a Nominee Holder Certification Form,
available from the Subscription Agent, together with payment of the appropriate
Subscription Price for the number of shares of Common Stock for which the
Oversubscription Privilege is to be exercised.

         If a Notice of Guaranteed Delivery relates to warrants with respect to
which exercise of the Basic Subscription Privilege will be made through DTC and
such Notice of Guaranteed Delivery also relates to the exercise of the
Oversubscription Privilege, a DTC Participant Oversubscription Exercise Form and
a Nominee Holder Certification Form must also be received by the Subscription
Agent in respect of such exercise of the Oversubscription Privilege on or prior
to the Expiration Time.

7.       FORM W-9.

         Each Warrant holder who elects to exercise their warrants through the
Subscription Agent should provide the Subscription Agent with a correct Taxpayer
Identification Number ("TIN") and, where applicable, certification of such
Warrant holder's exemption from backup withholding on a Form W-9. Each foreign
Warrant holder who elects to exercise their warrants through the Subscription
Agent should provide the Subscription Agent with certification of foreign status
on a Form W-8. Copies of Form W-8 and additional copies of Form W-9 may be
obtained upon request from the Subscription Agent at the address, or by calling
the telephone number, indicated above. Failure to provide the information on the
form may subject such holder to 28% federal income tax withholding with respect
to any proceeds received by such Warrant holder.