<PAGE>

Exhibit 10. Material Contracts.

The Company's 1990 Stock Option Plan and 1990 Stock Bonus Plan are incorporated
 by reference from the Company's definitive proxy statement filed pursuant to
 Regulation 14A on April 12, 1990, and the Amendment to The Rouse Company 1990
 Stock Option Plan, effective as of May 12, 1994, is incorporated by reference
 from the Company's Form 10-K Annual Report for the fiscal year ended December
 31, 1994.

The Company's 1994 Stock Incentive Plan is incorporated by reference from the
 Company's definitive proxy statement filed pursuant to Regulation 14A on April
 5, 1994.

The Amended and Restated Supplemental Retirement Benefit Plan of The Rouse
 Company, made as of January 1, 1985 and further amended and restated as of
 September 24, 1992, March 4, 1994, and May 10, 1995, is incorporated by
 reference from the Company's Form 10-K Annual Report for the fiscal year ended
 December 31, 1996.

The Contingent Stock Agreement, effective as of January 1, 1996, by the Company
 in favor of and for the benefit of the Holders and Representatives named
 therein is incorporated by reference from the Exhibits to the Company's Form S-
 4 Registration Statement (No. 333-1693).

The Rouse Company Deferred Compensation Plan for Outside Directors (Amended and
 Restated), dated as of May 23, 1996, is incorporated by reference from the
 Company's Form 10-K Annual Report for the fiscal year ended December 31, 1996.

The memorandum of agreement, dated December 19, 1996, between the Company and
 Mathias J. DeVito, then Chairman of the Board of the Company, is incorporated
 by reference from the Company's Form 10-K Annual Report for the fiscal year
 ended December 31, 1996.

The employment agreement, dated May 1, 1996, between John L. Goolsby, The Rouse
 Company and TRC Acquisition Company I is incorporated by reference from the
 Company's 10-K Annual Report for the fiscal year ended December 31, 1997.

The Company's 1997 Stock Incentive Plan is incorporated by reference from the
 Company's definitive proxy statement filed pursuant to Regulation 14A on April
 4, 1997.

The Rouse Company Special Option Plan, effective January 1, 1998, is
 incorporated by reference from the Company's Form 10-K Annual Report for the
 year ended December 31, 1997.

The Asset Purchase Agreement, dated as of April 6, 1998, between TrizecHahn
 Centers, Inc., and The Rouse Company and Westfield America, Inc. is
 incorporated by reference from the Company's Current Report on Form 8-K dated
 August 14, 1998.
<PAGE>

The letter agreement, dated as of June 30, 1998, between The Rouse Company and
 Teachers Properties, Inc. relating to the purchase of certain of the interests
 in Rouse-Teachers Properties, Inc. is incorporated by reference from the
 Company's Form 10-Q Quarterly Report for the quarterly period ended September
 30, 1998.

The Contribution Agreement, dated as of February 1, 1999, among The Rouse
 Company of Nevada, Inc., HRD Properties, Inc., Rouse-Bridgewater Commons, LLC,
 Rouse-Park Meadows Holding, LLC, Rouse-Towson Town Center LLC, Bridgewater
 Commons Mall, LLC, Rouse-Fashion Place, LLC, Rouse-Park Meadows LLC, Towson TC,
 LLC, TTC SPE, LLC and Fourmall Acquisition, LLC is incorporated by reference
 from the Company's Current Report on Form 8-K dated February 10, 1999.

The employment agreement, dated September 24, 1998, between the Company and
 Anthony W. Deering is incorporated by reference from the Company's Form 10-K
 Annual Report for the fiscal year ended December 31, 1998.

The Company's 1999 Stock Incentive Plan is incorporated by reference from the
 Company's Form 10-Q Quarterly Report for the quarterly period ended September
 30, 1999.

The letter agreement, dated July 12, 1999, between The Rouse Company and Anthony
 W. Deering is incorporated by reference from the Company's Form 10-Q Quarterly
 Report for the quarterly period ended September 30, 1999.


The Executive Agreement, dated October 25, 1999, between The Rouse Company and
 Daniel C. Van Epp is attached.  The same Executive Agreement was entered into
 with Jeffrey H. Donahue, Duke S. Kassolis, Douglas A. McGregor, Robert
 Minutoli, Robert D. Riedy, Alton J. Scavo and Jerome D. Smalley.

All documents referred to above may be found in Commission file number 0-1743.
<PAGE>

                           EXECUTIVE AGREEMENT dated
                           October 25, 1999, between
                               THE ROUSE COMPANY,
        (together with its subsidiaries and affiliates,  the "Company"),
                    and DANIEL C. VAN EPP (the "Executive")

        The Company and the Executive agree as follows:

SECTION 1.  Definitions.  As used in this Agreement:
            -----------

(a)  "Accrued Obligations" means the sum of the amounts described in Section
     6(a) (i) (A) and Section 6(a) (ii) (A)(2).
(b)  "Annual Base Salary" means the Executive's salary at a rate not less than
     the Executive's annualized salary in effect immediately prior to the
     Operative Date or the date that is six months prior to the Operative Date
     (whichever date results in a larger salary).
(c)  "Annual Bonus" means the Executive's annual bonus in an amount that is not
     less than the highest annual bonus paid to the Executive with respect to
     the three years preceding the Operative Date.
(d)  "Board" means the Board of Directors of the Company.
(e)  "Cause" means (i) the willful and continued failure of the Executive to
     perform substantially the Executive's duties owed to the Company after a
     written demand for substantial performance is delivered to the Executive
     which specifically identifies the nature of such non-performance (other
     than any such failure resulting from the Executive's incapacity due to
     physical or mental illness or any such actual or anticipated failure after
     the issuance of a Notice of Termination by the Executive for Good Reason
     pursuant to Section 5(d), (ii) willful  gross misconduct by the Executive
     that is significantly and demonstrably injurious to the Company, or (iii)
     the Executive in the course of his or her employment is convicted of a
     felony or willfully engages in a fraud that results in material harm to the
     Company.  No act or omission on the part of the Executive shall be
     considered "willful" unless it is done or omitted in bad faith or without
     reasonable belief that the action or omission was in the best interests of
     the Company.  For purposes of this Section 1(e), any act or failure to act
     based upon authority given pursuant to a resolution duly adopted by the
     Board or upon the instructions of the Board, the Company's Chief Executive
     Officer or other executive officer of the Company, or based upon the advice
     of counsel for the Company shall be conclusively presumed to be done, or
     omitted to be done, by the Executive in good faith and in the best
     interests of the Company.  Notwithstanding the foregoing, the Executive
     shall not be deemed to have been terminated for Cause without (1)
     reasonable notice to the Executive setting forth the reasons for the
     Company's intention to terminate for Cause, (2) an opportunity for the
     Executive, together with his counsel, to be heard before the Board, and (3)
     delivery to the Executive of a Notice of Termination from the Board finding
     that in the good faith opinion of three-quarters (3/4) of the Board the
     Executive was guilty of conduct set forth in clause (i), (ii) or (iii)
     above and specifying the particulars thereof in detail.

(f)  A "Change in Control" shall mean and shall be deemed to have occurred if:
<PAGE>

               (i)  either of the following occurs:  (a) the acquisition of
          beneficial ownership, directly or indirectly, of voting securities of
          the Company (defined as Common Shares of the Company or any securities
          having voting rights that the Company may issue in the future) and
          rights to acquire voting securities of the Company (defined as
          including, without limitation, securities that are convertible into
          voting securities of the Company (as defined above) and rights,
          options, warrants and other agreements or arrangements to acquire such
          voting securities) by any person, corporation or other entity or group
          thereof acting jointly, in such amount or amounts as would permit such
          person, corporation or other entity or group thereof acting jointly to
          elect a majority of the members of the Board of Directors of the
          Company, as then constituted; or (b) the acquisition of beneficial
          ownership, directly or indirectly, of voting securities and rights to
          acquire voting securities having voting power equal to 20% or more of
          the combined voting power of the Company's then outstanding voting
          securities by any person, corporation or other entity or group thereof
          acting jointly, unless such acquisition as is described in this part
          (b) is expressly approved by resolution of the Board of Directors of
          the Company passed upon affirmative vote of not less than a majority
          thereof and adopted at a meeting of the Board held not later than the
          date of the next regularly scheduled or special meeting held following
          the date the Company obtains actual knowledge of such acquisition
          (which approval may be limited in purpose and effect solely to
          affecting the rights of the Executive under this Agreement).
          Notwithstanding the preceding, any transaction that involves a mere
          change in identity, form or place of organization within the meaning
          of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
          amended, or a transaction of similar effect, shall not constitute a
          "Change in Control."

               (ii) during any period of twenty-four (24) consecutive months
          (not including any period prior to the effective date of this
          Agreement), individuals who at the beginning of such period constitute
          the Board and any new director (other than a director designated by a
          Person who has entered into an agreement with the Company to effect a
          transaction described in clause (i), (iii) or (iv) of this definition
          or any such individual whose initial assumption of office occurs as a
          result of either an actual or threatened election contest (as such
          terms are used in Rule 14a-11 of Regulation 14A promulgated under the
          Exchange Act) or other actual or threatened solicitation of proxies or
          consents) whose election by the Board or nomination for election by
          the Company's stockholders was approved by a vote of at least two-
          thirds (2/3) of the directors then still in office who either were
          directors at the beginning of such period or whose election or
          nomination for election was previously so approved, cease for any
          reason to constitute a majority of the Board;

               (iii) the shareholders of the Company approve a reorganization,
          merger or consolidation, other than a reorganization, merger or
          consolidation with respect to which all or substantially all of the
          individuals and entities who were Beneficial Owners, immediately prior
          to such reorganization, merger or consolidation, of the combined
          voting power of the Company's then outstanding securities beneficially
          own, directly or indirectly, immediately after such reorganization,
          merger or consolidation, more than eighty percent (80%) of the
          combined voting power of the securities of the corporation resulting
          from such reorganization, merger or consolidation; or
<PAGE>

               (iv) the shareholders of the Company approve (a) the sale or
          disposition by the Company (other than to a subsidiary of the Company)
          of all or substantially all of the assets of the Company, or (b) a
          complete liquidation or dissolution of the Company.

(g)  "Common Shares" means the Common Stock of the Company.
(h)  "Date of Termination" means:  (i) if the Executive's employment is
     terminated by the Company for Cause or by the Executive for Good Reason,
     the date of receipt of the Notice of Termination or any later date
     specified therein, (ii) if the Executive's employment is terminated by the
     Company other than for Cause or Incapacity, the Date of Termination shall
     be the date on which the Company notifies the Executive of such
     termination, and (iii) if the Executive's employment is terminated by
     reason of death or Incapacity, the Date of Termination shall be the date of
     death of the Executive or the Incapacity Effective Date, as the case may
     be.
(i)  "Dependents", as of any date, means the members of the Executive's family
     who under the most liberal eligibility rules (as in effect on a date that
     is six months prior to the Operative Date) of the plans or programs of the
     Company (or any successor) which provide medical benefits, would, be
     eligible for benefits under such plans or programs on such date.

          (j)  "Good Reason" means any failure by the Company to comply with any
of the provisions of this Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof from the Executive.

          (k)  "Incapacity" means, and shall be deemed the reason for the
termination by the Company of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, (i) the Executive
shall have been absent from the full-time performance of the Executive's duties
with the company for a period of six (6) consecutive months, (ii) the Company
gives the Executive a Notice of Termination for Incapacity, and (iii)  the
Executive does not return to the full-time performance of the Executive's duties
within thirty (30) days after such Notice of Termination is given.

          (l)  "Incapacity Effective Date" means the date on which the period
described in Section 1(k)(iii) expires.

          (m)  "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under such provision, (iii) in the case of termination by the Company
for Cause, confirms that such termination is pursuant to a resolution of the
Board, and (iv) if the Date of Termination is other than the date of receipt of
such notice, specifies the termination date (which date shall be not more than
30 calendar days after the giving of such notice).

          (n)  "Operative Date" means the date on which a Change in Control
shall have occurred.
<PAGE>

          (o)  "Other Benefits" means any other amounts or benefits required to
be paid or provided or which the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the Company,
including earned but unpaid and stock and similar compensation, that is in
effect on the date that is six months prior to the Operative Date.

          (p)  "SERP" means the Supplemental Retirement Benefit Plan of The
Rouse Company as it now exists or may hereafter be amended prior to the date
that is six months prior to the Operative Date.

          (q)  "Term" means the term of this Agreement which shall begin as of
October 25, 1999, and shall continue to and remain in effect until the fourth
anniversary of such date (and any further extensions pursuant to Section 2) or,
if later, three years following an Operative Date occurring prior to the later
of (i) the fourth anniversary of October 25, 1999, or (ii) such later date to
which this Agreement has been extended pursuant to Section 2.

          SECTION 2.  Extension of this Agreement.  If no Operative Date shall
                      ---------------------------
have occurred on or before the 60th calendar day preceding the date on which the
Term is then scheduled to expire, then the Term shall automatically be extended
for one year unless either party shall have given the other party written notice
of its election not to extend the Term.

          SECTION 3.  Terms of Employment prior to Operative Date.  Prior to the
                      -------------------------------------------
Operative Date, the terms and conditions of the Executive's employment,
including the Executive's rights upon termination of the Executive's employment,
shall be the same as they would have been had this Agreement not been entered
into by the Executive and the Company.

          SECTION 4.  Terms of Employment on and after Operative Date.
                      -----------------------------------------------

          (a)   Position and Duties.  (i)  On and after the Operative Date and
                -------------------
during the Term of this Agreement, (A) the Executive's position (including,
without limitation, status, offices, titles, authority, duties and
responsibilities) shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned immediately prior to
the Operative Date and (B) the Executive's work location shall be based in
Columbia, Maryland and the Company shall not require the Executive to travel on
Company business to a substantially greater extent than required on the date
that is six months prior to the Operative Date, except for travel and temporary
assignments which are reasonably required for the full discharge of the
Executive's responsibilities and which are consistent with the Executive's being
based in Columbia, Maryland.

           (ii) On and after the Operative Date and during the Term of this
     Agreement, but excluding any periods of vacation and sick leave to which
     the Executive is entitled, the Executive agrees to devote reasonable
     attention and time during normal business hours to the business and affairs
     of the Company and, to the extent necessary to discharge the
     responsibilities assigned to the Executive hereunder, to use the
     Executive's reasonable best efforts to perform faithfully and efficiently
     such responsibilities.

          (b)  Compensation. (i) Salary.  On and after the Operative Date and
               ------------      ------
during the Term of this Agreement, the Executive shall receive compensation at
an annual rate not less than his Annual Base Salary.
<PAGE>

           (ii)  Stock Incentive, Savings and Other Retirement and Supplemental
                 --------------------------------------------------------------
 Retirement Plans.  On and after the Operative Date and during the Term of this
 ----------------
 Agreement, the Executive will be entitled to participate in all stock
 incentive, 401(k) savings, pension and other retirement and supplemental
 retirement plans and programs that are generally available to full-time
 officers or employees of the Company.

(iii)  Welfare Benefit Plans.  On and after the Operative Date and during the
       ---------------------
Term of this Agreement, the Executive and any persons who from time to time
thereafter are his Dependents shall be eligible to participate in and shall
receive (or, in the case of life insurance, shall be entitled to have the
Executive's beneficiary receive) all benefits under welfare benefit plans and
programs that are generally available to full-time officers or employees of the
Company.
(iv) Business Expenses.  On and after the Operative Date and during  the Term of
     -----------------
     this Agreement, the Company shall, in accordance with policies in effect
     with respect to the payment of such expenses immediately prior to the
     Operative Date, pay or reimburse the Executive for all reasonable out-of-
     pocket travel and other expenses incurred by the Executive in performing
     services hereunder.  All such expenses shall be accounted for in such
     reasonable detail as the Company may require.
(v)  Vacations.  On and after the Operative Date and during the Term of this
     ---------
     Agreement, the Executive shall be entitled to periods of vacation not less
     than those to which the Executive was entitled on the date that is six
     months prior to the Operative Date.
(vi) Other Benefits.  On and after the Operative Date and during the Term of
     --------------
     this Agreement, the Executive shall be entitled to all Other Benefits not
     specifically provided for in subsections (i), (ii), (iii), (iv) and (v) of
     this Section 4(b) that are generally available to full-time officers or
     employees of the Company.

          SECTION 5.  Termination of Employment.
                      -------------------------

          (a)   Death or Incapacity.  The Executive's employment shall terminate
                -------------------
automatically upon the Executive's death.  On and after the Operative Date, the
Executive's employment shall also terminate automatically on his Incapacity
Effective Date during the Term of this Agreement.

          (b)   Company Termination.  After the Operative Date, the Company may
                -------------------
terminate the Executive's employment for any reason, subject to the provisions
of this Agreement establishing obligations of the Company that arise with
respect to certain terminations.

          (c)   Executive Termination.  After the Operative Date, the Executive
                ---------------------
may terminate his or her employment for any reason.

          (d)   Notice of Termination.  On and after the Operative Date and
                ---------------------
during the Term of this Agreement, any termination by the Company for Cause or
Incapacity, or by the Executive for Good Reason, shall be communicated by Notice
of Termination to the other party hereto given in accordance with Section 13.
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason, Incapacity or Cause shall not serve to waive any right of the Executive
or the Company, respectively, hereunder or preclude the Executive or the
Company,
<PAGE>

respectively, from asserting such fact or circumstance in enforcing the
Executive's or the Company's rights hereunder.

          SECTION 6.  Obligations of the Company upon Termination on or after
                      -------------------------------------------------------
the Operative Date.
------------------

          (a)   Termination for Good Reason or for Reasons other than for Cause,
                ----------------------------------------------------------------
Death or Incapacity.  If, on or after the Operative Date and during the Term of
-------------------
this Agreement, (x) the Company shall terminate the Executive's employment other
than for Cause, death or Incapacity or (y) the Executive shall terminate his
employment for Good Reason, then:

               (i) the Company shall pay to the Executive in a lump sum in cash
          within 30 calendar days after the Date of Termination the aggregate of
          the following amounts:

(A)  the sum of (1) the Executive's then Annual Base Salary through the Date of
     Termination to the extent not already paid, plus (2) the product of (x) an
     amount equal to his then Annual Bonus times (y) a fraction, the numerator
     of which is the number of days in the current fiscal year through the Date
     of Termination, and the denominator of which is 365 plus (3) any accrued
     vacation pay to the extent not already paid; and
(B)  the amount equal to the product of (1) three, times (2) the sum of (x) the
     Executive's then Annual Base Salary and (y) his then Annual Bonus; and
               (ii)  the Company shall:

                    (A)  contribute, within 30 calendar days after the Date of
               Termination, under Section 3 of the SERP an amount equal to the
               sum of (1) three times the maximum amount that could be
               contributed by the Company under Section 3(a)(i) of the SERP for
               a full calendar year based on the Executive's Compensation (as
               defined in The Rouse Company Savings Plan) computed for the 12
               months immediately preceding such Date of Termination, and (2)
               one times such maximum amount multiplied by a fraction, the
               numerator of which is the number of days transpired in the year
               of termination prior to and including the Date of Termination and
               the denominator of which is 365; and

                    (B)  accrue an additional benefit under Section 2 of the
               SERP equal to the amount by which the accrued benefit, as of the
               Date of Termination, of the Executive would be increased if the
               Executive were (1) credited, for all purposes under the SERP and
               the Pension Plan (as defined in the SERP), with three additional
               years of service credit based on (A) the Executive's Cash
               Compensation (as defined in the Pension Plan) computed for the 12
               months immediately preceding such Date of Termination, and (B)
               the assumption that the benefit calculations for Past Service
               under the SERP and the Pension Plan are "updated", in a manner
               consistent with past Company practice, on January 1, 2000 and
               every third
<PAGE>

          year thereafter, and (2) deemed, for all purposes under the SERP
          and the Pension Plan, to be three years older in age.

               (iii)  for three years after the Executive's Date of Termination,
          or such longer period as may be provided by the terms of the
          appropriate plan, program, practice or policy, the Company shall
          continue benefits to the Executive and his Dependents at least equal
          to those which would have been provided to them in accordance with the
          plans, programs, practices and policies described in Section 4(b)(iii)
          if the Executive's employment had not been terminated or, if more
          favorable to the Executive and his Dependents, as in effect generally
          at any time thereafter;

               (iv) the Executive and his Dependents shall continue to be
          eligible to participate in and shall receive all benefits under any
          plan or program of the Company providing medical benefits as are in
          effect on the date six months prior to the Operative Date or under any
          plan or program of a successor to the Company which provides medical
          benefits that are not less favorable to the Executive and his
          Dependents than such plans or programs of the Company until the date
          the Executive and his Dependents are all eligible for Medicare
          benefits (by reason of attaining the minimum age for such benefits
          without regard to whether an application has been made therefor);
          provided, however, that (A) in no event will a Dependent be eligible
          for benefits as described in this clause (iv) after the date he ceases
          to be a Dependent and (B) at all times after the expiration of the
          three-year period described in clause (iii) above, the Executive shall
          pay for such coverage at the same rate as is charged to other
          similarly situated individuals electing continuation coverage under
          Section 4980B of the Internal Revenue Code of 1986, as amended;

               (v) all outstanding options and restricted shares granted to
          Executive to purchase Common Shares under the Incentive Plans or under
          any other option or equity incentive plan shall, to the extent not
          already vested, immediately become fully vested and, in the case of
          options,  shall remain exercisable until the end of the original term
          of such option without regard to Executive's termination of
          employment;

               (vi) the Company will continue to pay any premiums due on any
          individual insurance policies in effect on the life of the Executive
          for three years following the Date of Termination, after which time
          the Company shall distribute such policy to the Executive without
          requiring the Executive to repay any premiums paid by the Company;

               (vii) notwithstanding any provisions to the contrary under any
          loan agreement between the Company and the Executive, any obligation
          of the Executive to the Company to repay any loans or other
          indebtedness thereunder shall be forgiven;

               (viii) the Company shall transfer any car made available to the
          Executive for his use by the Company to the Executive for no
          consideration, provided that
<PAGE>

          the Executive pays any and all transfer taxes and agrees to be solely
          responsible for insurance and the cost of insurance after the date of
          transfer;

               (ix) the Executive shall be entitled to keep any computer and/or
          software provided to the Executive by the Company for home or travel
          use for no consideration;

               (x) the Company, at no cost to the Executive, shall provide the
          Executive with outplacement services at a firm selected by the
          Executive for the period commencing on the Date of Termination and
          ending on the first to occur of (i) the first anniversary of the
          Executive's Date of Termination and (ii) the date on which the
          Executive obtains full-time employment as an employee;

               (xi) immediate payment of any deferred compensation balances not
          already paid to the Executive;

               (xii) immediate vesting of any outstanding equity- and
          performance-based awards; and

               (xiii) to the extent not already paid or provided, the Company
          shall timely pay or provide to the Executive all Other Benefits to the
          extent accrued on the Date of Termination and not specifically
          provided for in subsections (i) through (xii) of this Section 6(a).

          (b)   Death or Incapacity.  If the Executive's employment is
                -------------------
terminated on or after the Operative Date by reason of the Executive's death or
Incapacity, this Agreement shall terminate without further obligations to the
Executive or the Executive's legal representatives under this Agreement other
than for (i) timely payment of Accrued Obligations and (ii) provision by the
Company of death benefits or disability benefits for termination due to death or
Incapacity, respectively, in accordance with Sections 4(b)(iii) and 6(a)(vi) as
in effect at the Operative Date or, if more favorable to the Executive, at the
Executive's Date of Termination.

          (c)   Cause; Other than for Good Reason.  If the Executive's
                ---------------------------------
employment shall be terminated on or after the Operative Date for Cause, this
Agreement shall terminate without further obligations to the Executive other
than timely payment to the Executive of (x) the Executive's then Annual Base
Salary through the Date of Termination and (y) Other Benefits, but in each case
only to the extent unpaid as of the Date of Termination.  If the Executive
voluntarily terminates employment during the Term of this Agreement, excluding a
termination for Good Reason on or after the Operative Date, this Agreement shall
terminate without further obligations to the Executive, other than for the
timely payment of Accrued Obligations and Other Benefits.

          SECTION 7.  Non-exclusivity of Rights.  Nothing in this Agreement
                      -------------------------
shall prevent or limit the Executive's continuing or future participation in any
plan, program, policy or practice provided by the Company and for which the
Executive may qualify, nor, subject to Section 15(c), shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company.  Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of, or any contract or agreement with, the Company at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice, program, contract or agreement except as explicitly
modified by this Agreement.
<PAGE>

          SECTION 8.  No Mitigation.  The Company agrees that, if the
                      -------------
Executive's employment is terminated on or after the Operative Date and during
the Term of this Agreement for any reason, the Executive is not required to seek
other employment or to attempt in any way to reduce any amounts payable to the
Executive hereunder.  Further, the amount of any payment or benefit provided
hereunder on or after the Operative Date shall not be reduced by any
compensation earned by the Executive as the result of employment with another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Company, or otherwise.

          SECTION 9.  Resolution of Disputes.
                      ----------------------

          (a)   Negotiation. The parties shall attempt in good faith to resolve
                -----------
any dispute arising out of or relating to this Agreement promptly by
negotiations between the Executive and an executive officer of the Company or
member of the Board of Directors of the Company as may be designated by the
Board of Directors who has authority to settle the controversy.  Any party may
give the other party written notice of any dispute not resolved in the normal
course of business.  Within 10 days after the effective date of such notice, the
Executive and an executive officer of the Company shall meet at a mutually
acceptable time and place within the Baltimore-Washington metropolitan area, and
thereafter as often as they reasonably deem necessary, to exchange relevant
information and to attempt to resolve the dispute.  If the matter has not been
resolved within 30 days of the disputing party's notice, or if the parties fail
to meet within 10 days, either party may initiate arbitration of the controversy
or claim as provided hereinafter.  If a negotiator intends to be accompanied at
a meeting by an attorney, the other negotiator shall be given at least three
business days, notice of such intention and may also be accompanied by an
attorney.  All negotiations pursuant to this Section 9(a) shall be treated as
compromise and settlement negotiations for the purposes of the federal and state
rules of evidence and procedure.

          (b)   Arbitration.  Any dispute arising out of or relating to this
                -----------
Agreement or the breach, termination or validity thereof, which has not been
resolved by nonbinding means as provided in Section 9(a) within 60 days of the
initiation of such procedure, shall be finally settled by arbitration conducted
expeditiously in accordance with the Center for Public Resources, Inc. ("CPR")
Rules for Non-Administered Arbitration of Business Disputes by three independent
and impartial arbitrators, of whom each party shall appoint one, provided that
if one party has requested the other to participate in a non-binding procedure
and the other has failed to participate, the requesting party may initiate
arbitration before the expiration of such period.  Any such party shall be
appointed from the CPR Panels of Neutrals.  The arbitration shall be governed by
the United States Arbitration Act and any judgment upon the award decided upon
the arbitrators may be entered by any court having jurisdiction thereof.  The
arbitrators are not empowered to award damages in excess of compensatory damages
and each party hereby irrevocably waives any damages in excess of compensatory
damages.  Each party hereby acknowledges that compensatory damages include
(without limitation) any benefit or right of indemnification given by another
party to the other under this Agreement.

          (c)   Expenses.  The Company shall promptly pay or reimburse the
                --------
Executive for all costs and expenses, including, without limitation, court costs
and attorneys, fees, incurred by the Executive as a result of any claim, action
or proceeding (including, without limitation a claim action or proceeding by the
Executive against the Company) arising out of, or challenging the validity or
enforceability of, this Agreement or any provision hereof or any other agreement
or entitlement referred to herein.
<PAGE>

          SECTION 10.   Certain Additional Payments by the Company.  Anything in
                        ------------------------------------------
this Agreement to the contrary notwithstanding, in the event that it shall be
determined that any payment or distribution by the Company to or for the benefit
of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (a "Payment"), would be
subject to the excise tax imposed by Section 4999 of the Code (or any successor
provision of the Code) or any interest or penalties with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (an "Excise Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed upon the Excise Gross-Up Payment, the Executive
retains an amount of the Excise Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.  Subject to the provisions of this Section 10, all
determinations required to be made hereunder, including whether an Excise Gross-
Up Payment is required and the amount of such Excise Gross-Up Payment, shall be
made by KPMG LLP or such other accounting firm which at the time audits the
financial statements of the Company (the "Accounting Firm") at the sole expense
of the Company, which shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the date of termination of
the Executive's employment under this Agreement, if applicable, or such earlier
time as is requested by the Company.  If the Accounting Firm determines that no
Excise Tax is payable by the Executive, the Accounting Firm shall furnish the
Executive with an opinion that he has substantial authority not to report any
Excise Tax on his federal income tax return.  Any determination by the
Accounting Firm shall be binding upon the Company and the Executive.  As a
result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision of the Code) at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Excise Gross-Up Payments which
will not have been made by the Company should have been made (an
"Underpayment"), consistent with the calculations required to be made hereunder.
If the Company exhausts its remedies pursuant hereto and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

          The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Excise Gross-Up Payment.  Such notification shall be given as
soon as practicable but no later than 10 business days after the Executive knows
of such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid.  The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on
which he gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due).   If the
Company notifies the Executive in writing prior to the expiration of such period
that it desires to contest such claim, the Executive shall:

                  (i) give the Company any information reasonably requested by
          the Company relating to such claim;

                  (ii) take such action in connection with contesting such claim
          as the Company shall reasonably request in writing from time to time,
          including
<PAGE>

          (without limitation) accepting legal representation with respect to
          such claim by an attorney reasonably selected by the Company;

                  (iii)  cooperate with the Company in good faith to contest
          effectively such claim; and

                  (iv) permit the Company to participate in any proceedings
          relating to such claim;

provided that the Company shall bear and pay directly all costs and expenses
--------
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income tax, including interest and penalties with
respect thereto, imposed as a result of such representation and payment of costs
and expenses.  Without limitation on the foregoing provisions hereof, the
Company shall control all proceedings taken in connection with such contest and,
at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts as the Company shall determine, provided that if the Company
                                                 --------
directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis
and shall indemnify and hold the Executive harmless, on an after-tax basis, from
any Excise Tax or income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with respect to any imputed
income with respect to such advance, and further provided that any extension of
                                         ------- ---------
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount.  Furthermore, the Company's control
of the contest shall be limited to issues with respect to which an Excise Gross-
Up Payment would be payable hereunder, and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

          If, after the receipt by the Executive of an amount advanced by the
Company pursuant hereto, the Executive becomes entitled to receive any refund
with respect to such claim, the Executive shall (subject to the Company's
complying with the requirements hereof) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the Executive of an amount
advanced by the Company pursuant hereto, a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Excise Gross-Up Payment required to be paid.
<PAGE>

          SECTION 11.   Successors; Binding Agreement.
                        -----------------------------

          (a)   The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement, in
form and substance satisfactory to the Executive, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession will be a breach of this Agreement and
entitle the Executive to compensation from the Company in the same amount and on
the same terms as the Executive would be entitled to hereunder had the Company
terminated the Executive for reason other than Cause or Incapacity on the
succession date.  As used in this Agreement, "the Company" means the Company as
defined in the preamble to this Agreement and any successor to its business or
assets which executes and delivers the agreement provided for in this Section 11
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law or otherwise.

          (b)   This Agreement shall be enforceable by the Executive's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

          SECTION 12.   Nonassignability.  This Agreement is personal in nature
                        ----------------
and neither of the parties hereto shall, without the consent of the other,
assign or transfer this Agreement or any rights or obligations hereunder, except
as provided in Section 11.  Without limiting the foregoing, the Executive's
right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of a security interest or otherwise, other than a
transfer by his will or by the laws of descent or distribution and, in the event
of any attempted assignment or transfer by the Executive contrary to this
Section 12, the Company shall have no liability to pay any amount so attempted
to be assigned or transferred.

          SECTION 13.   Notices.  For the purpose of this Agreement, notices and
                        -------
all other communications provided for herein shall be in writing and shall be
deemed to have been duly given when delivered by hand or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

          If to the Executive - at the address included on the signature page.

          If to the Company:

               The Rouse Company
               10275 Little Patuxent Parkway
               Columbia, Maryland  21044

               Attention: General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

          SECTION 14.  Governing Law.  The validity, interpretation,
                       -------------
construction and performance of this Agreement shall be governed by the laws of
the State of Maryland without reference to principles of conflict of laws.
<PAGE>

          SECTION 15.  Miscellaneous.
                       -------------

          (a)   This Agreement contains the entire understanding with the
Executive with respect to the subject matter hereof and supersedes any and all
prior agreements or understandings, written or oral, relating to such subject
matter.  No provision of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in a writing signed
by the Executive and the Company.  The rights and obligations of the Company and
the Executive shall survive the expiration of the Term.

          (b)   The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          (c)   Except as provided herein, this Agreement shall not be construed
to affect in any way any rights or obligations in relation to the Executive's
employment by the Company prior to the Operative Date or subsequent to the end
of the Term.

          (d)   This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same Agreement.

          (e)   The Company may withhold from any benefits payable under this
Agreement all Federal, state, local or other taxes as shall be required by law.

          (f)   The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above set forth.

                                    THE ROUSE COMPANY

                                     By:

                                     Name:   Anthony W. Deering

                                     Title:  Chairman and Chief
                                             Executive Officer


                                     __________________________________
                                     Daniel C. Van Epp

                                     __________________________________
                                     (Street Address)

                                     __________________________________
                                     (City, State, Zip Code)