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Exhibit 4.13    
    



	NUMBER	 	SHARES





The Macerich Company
  Series D Cumulative Convertible Preferred Stock, $0.01 Par Value  


SEE
REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION 


This Certifies that                                         
        is the record holder
of                                         
       fully paid and nonassessable Shares of the Series D Cumulative
Convertible Preferred Stock of 


The Macerich Company

Incorporated under the Laws of the State of Maryland  


transferable
on the share register of said Corporation in person or by its duly authorized Attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of the Corporation and any amendments thereto. 


Important Notice  



The
Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations
Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any
preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board
of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter,
a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office. 




Witness the Seal of the Corporation and the signatures of its duly authorized officers. 



	Dated:	 	 
	

 	
 	

 
	
	 	

	President	 	Secretary








No.



CERTIFICATE FOR SHARES OF

SERIES D CUMULATIVE CONVERTIBLE

PREFERRED STOCK  


Issued
to                      

Dated                          


The
Corporation is authorized to issue three classes of stock, which are designated as Common Stock, Preferred Stock and Excess Stock. The Corporation will furnish to any stockholder on request and
without charge a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions
of redemption of the stock of each class which the Corporation is authorized to issue, and the differences in the relative rights and preferences between the shares of each series to the extent they
have been set, and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. Such request may be made to the Secretary of the Corporation or to its
transfer agent. 


The
securities represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Corporation's maintenance of its status as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise provided pursuant to the charter of the Corporation, no Person may (1) Beneficially Own shares of Equity
Stock in excess of 5.0% (or such greater percentage as may be provided in the charter of the Corporation) of the number or value of the outstanding Equity Stock of the Corporation (unless such Person
is an Excluded Participant), or (2) Beneficially Own Equity Stock that would result in the Corporation being "closely held" under Section 856(h) of the Code (determined without regard to
Code Section 856(h)(2) and by deleting the words "the last half of" in the first sentence of Code Section 542(a)(2) in applying Code Section 856(h)), or (3) Beneficially
Own Equity Stock that would result in Common Stock and Preferred Stock being Beneficially Owned by fewer than 100 Persons (determined without reference to any rules of attribution). Any Person who
attempts to Beneficially Own shares of Equity Stock in excess of the above limitations must immediately notify the Corporation. All capitalized terms in this legend have the meanings defined in the
Corporation's charter, as the same may be further amended from time to time, a copy of which, including the restrictions on ownership or transfer, will be sent without charge to each stockholder who
so requests. Transfers or other events in violation of the restrictions described above shall be null and void AB INITIO, and the purported transferee or purported owner shall acquire or retain no
rights to, or economic interest in, any Equity Stock held in violation of these restrictions. The Corporation may redeem such shares upon the terms and conditions specified by the Board of Directors
in its sole discretion if the Board of Directors determines that a Transfer or other event would violate the restrictions described above. In addition, if the restrictions on ownership or transfer are
violated, the shares of Equity Stock represented hereby shall be automatically exchanged for shares of Excess Stock which will be held in trust for the benefit of a Beneficiary. Excess Stock may not
be transferred at a profit. The Corporation has an option to acquire Excess Stock under certain circumstances. The foregoing restrictions may also delay, defer or prevent a change of control of the
Corporation or other transaction that could be in the best interest of the stockholders. 


        For
Value Received,                        hereby sell, assign and transfer
unto                                         
       Shares of the Series D Cumulative Convertible Preferred Stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint                        Attorney to transfer the said Stock on the
books of the within named Corporation with full power of substitution in the
premises. 



	 	Dated                     , 20    	 	 
	 	

In presence of	
 	

 
	

	
 	













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Exhibit 4.13