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                                                                      ITEM 10.44

                          REDEMPTION RIGHTS AGREEMENT

         Redemption Rights Agreement, dated December 11, 2003, among GGP Limited
Partnership, a Delaware limited partnership (together with its successors and
assigns, the "Partnership"), General Growth Properties, Inc., a Delaware
corporation (together with its successors and assigns, the "General Partner"),
and Everitt Enterprises, Inc, a Colorado corporation (together with its
successors and assigns, the "Contributing Party").

                                 R E C I T A L S

         WHEREAS, the General Partner is the general partner of the Partnership;

         WHEREAS, shares of common stock of the General Partner (the "Common
Stock") are listed on the New York Stock Exchange;

         WHEREAS, pursuant to that certain Contribution and Sale Agreement dated
as of November 26, 2003 (as the same has been amended and may be further amended
from time to time, the "Purchase Agreement"), among the Partnership,
Contributing Partner and the other parties thereto, the Contributing Party is
being admitted as a limited partner of the Partnership and the Partnership is
issuing to it 6.5% Series D Cumulative Convertible Preferred Units of limited
partnership in the Partnership (such units that are being issued pursuant to the
Purchase Agreement or any other securities issued in substitution therefor
pursuant to the Series D Preferred Unit Designation, the "Series D Preferred
Units");

         WHEREAS, pursuant to the Series D Preferred Unit Designation, the
Series D Preferred Units may be converted into common units of limited
partnership in the Partnership (such units into which Series D Preferred Units
have been converted or any other securities issued in substitution therefor
(other than pursuant to this Agreement), the "Common Units"); and

         WHEREAS, the parties desire to set forth herein the terms and
conditions upon which the Contributing Party may cause the Partnership to redeem
its Common Units.

         NOW, THEREFORE, the parties hereby agree as follows:

         1.       Definitions. For purposes of this Agreement, the following
terms shall have the meanings set forth below:

         "Acts" shall mean the Securities Act and the Exchange Act,
collectively.

         "Affiliates" shall mean "affiliates" as defined pursuant to the
Securities Act and the regulations promulgated thereunder.

         "Business Day" shall mean any day upon which commercial banks are open
for business in Chicago, Illinois.

         "Cash Purchase Price" shall mean, with respect to any redeemed or
purchased Common Units, an amount of cash equal to the value of the Share
Purchase Price (computed as of the Computation Date and equal to the Current Per
Share Market Price on such Computation Date

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multiplied by the number of Shares included in the Share Purchase Price) that
would be payable with respect to such Common Units assuming the Share Purchase
Price were paid in full satisfaction of the Purchase Price for such Common
Units. In the event that the Share Purchase Price includes securities and/or
other property other than Shares, then the value of such other securities and/or
property shall be determined by the General Partner acting in good faith on the
basis of the closing prices of securities if listed on a nationally recognized
exchange and otherwise on the basis of such quotations and other information as
the General Partner considers, in its reasonable judgment, appropriate.

         "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the General Partner, as the same may be amended from time to
time.

         "Claims" shall have the meaning set forth in Section 4.1(c).

         "Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor code.

         "Common Stock" shall have the meaning set forth in the recitals.

         "Common Units" shall have the meaning set forth in the recitals.

         "Computation Date" shall mean the date on which the applicable Notice
is received by the Partnership or, if such date is not a Business Day, the first
Business Day thereafter.

         "Conversion Factor" shall mean 100%, provided that such factor shall be
adjusted in accordance with Section 6(a).

         "Current Per Share Market Price" shall have the meaning set forth in
the Partnership Agreement.

         "Entity" shall mean any corporation, partnership, association, limited
liability company, trust or other entity.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute.

         "Exchange Act Reporting Company" shall mean any corporation or other
entity which is subject to the reporting requirements of the Exchange Act.

         "Liens" shall mean liens, pledges, security interests, mortgages,
encumbrances and other claims of any type or kind.

         "Major Transaction Event" shall mean, with respect to the General
Partner, (a) a reclassification, capital reorganization or other similar change
regarding or affecting outstanding Shares (other than a change addressed in
Section 6(a)); (b) a merger or consolidation of the General Partner with one or
more other corporations or entities, other than a merger pursuant to which the
General Partner is the surviving corporation and the outstanding Shares are not

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affected, (c) a sale, lease or exchange of all or substantially all of the
General Partner's assets or (d) the liquidation, dissolution or winding up of
the General Partner.

         "Notice" shall have the meaning set forth in Section 3.2.

         "Partnership Agreement" shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership dated April 1,
1998, as previously amended and as the same may be further amended from time to
time.

         "Person" shall mean any natural person or Entity.

         "Preferred Units" shall mean preferred units of limited partnership in
the Partnership that have been issued prior hereto or are issued hereafter.

         "Prospectus" shall mean, with respect to the Resale Registration
Statement, the prospectus constituting a part thereof, as amended or
supplemented.

         "Purchase Agreement" shall have the meaning set forth in the recitals.

         "Purchase Price" shall mean the Cash Purchase Price or the Share
Purchase Price, or a combination thereof.

         "Redemption Rights" shall have the meaning set forth in Section 2.

         "REIT" shall mean real estate investment trust as such term is defined
under the Code.

         "REIT Requirements" shall have the meaning set forth in the Partnership
Agreement, as the same may change from time to time.

         "Resale Registration Statement" shall have the meaning set forth in
Section 4.1(a).

         "Rights" shall have the meaning set forth in Section 6(b).

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor statute.

         "Series D Preferred Units" shall have the meaning set forth in the
recitals.

         "Series D Preferred Unit Designation" shall mean Schedule A to the
amendment to the Partnership Agreement that is being executed and delivered
concurrently herewith.

         "Share Purchase Price" shall mean, with respect to the exercise of any
Redemption Rights and subject to the provisions of Section 6(c), a number of
Shares equal to the product of (a) the number of Common Units being redeemed or
purchased multiplied by (b) the Conversion Factor; provided, however, that, in
the event the General Partner, after the date of this Agreement, issues to all
holders of Shares rights, options, warrants or convertible or exchangeable
securities entitling the stockholders to subscribe for or purchase Shares (other
than

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Rights referred to in Section 6(b) that have been issued pursuant thereto) or
any other securities or property (other than distributions paid in cash), then
the Share Purchase Price also shall include such rights, options, warrants or
convertible or exchangeable securities or other securities or property that a
holder of that number of Shares would have been entitled to receive had such
holder held such Shares immediately prior to the time holders of Shares became
entitled thereto (except to the extent that provision otherwise has been made
for such holder to receive such rights, options, warrants or convertible or
exchangeable securities or other securities or property or similar rights,
options, warrants or convertible or exchangeable securities in respect of Common
Units or adjustment otherwise has been made in respect thereof).

         "Shares" shall mean shares of the Common Stock.

         2.       Grant of Redemption Rights.

         (a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to the Contributing Party, and the Contributing
Party does hereby accept, the right, but without obligation on the part of the
Contributing Party, to require the Partnership to redeem from time to time part
or all of the Common Units of the Contributing Party for the Cash Purchase Price
with respect to such Common Units ("Redemption Rights").

         (b) Notwithstanding the provisions of Section 2(a), the General Partner
may, in its sole and absolute discretion, assume and satisfy the obligation of
the Partnership with respect to the Contributing Party's exercise of a
Redemption Right by paying to the Contributing Party, at the General Partner's
election (which may be exercised in the General Partner's sole discretion),
either the Cash Purchase Price or the Share Purchase Price (or a combination
thereof) with respect to the Common Units for which the Contributing Party
exercised its Redemption Rights. If the General Partner assumes such obligations
with respect to the exercise by the Contributing Party of a Redemption Right as
to certain Common Units and makes the required payment of the Share Purchase
Price, the Cash Purchase Price or any combination thereof, then the Partnership
shall have no obligation to pay any amount to the Contributing Party with
respect to the exercise of a Redemption Right for such Common Units, and any
Common Units purchased shall be owned by the General Partner for all purposes.

         (c) If the General Partner shall assume and satisfy the obligations of
the Partnership with respect to the exercise of a Redemption Right by the
Contributing Party, the Partnership, the Contributing Party and the General
Partner each shall treat the transaction between the General Partner and the
Contributing Party as a sale of the Contributing Party's Common Units (or a
portion thereof) to the General Partner for federal income tax purposes.

         (d) Upon the redemption or purchase of part or all of the Contributing
Party's Common Units and the payment of the Purchase Price with respect thereto,
such Person shall be deemed withdrawn as a Partner in the Partnership to the
extent of the Common Units redeemed or purchased and shall have no further
rights or obligations under this Agreement with respect to such redeemed or
purchased Common Units; provided, however, that the Contributing Party's rights
under this Agreement with regard to any other Common Units will continue in full
force and effect.

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         (e) No fractional Shares shall be issued hereunder. In lieu of
fractional Shares, the General Partner shall pay cash based on the Current Per
Share Market Price on the relevant Computation Date.

         3.       Exercise of Redemption Rights.

         3.1      Time for Exercise of Redemption Rights. The Contributing Party
may exercise its Redemption Rights in whole or in part and at any time and from
time to time on or after the first anniversary of the date hereof; provided,
however, that the Redemption Rights may not be exercised at any one time by the
Contributing Party with respect to less than 1,000 Common Units (or all the
Common Units then owned by the Contributing Party if the Contributing Party owns
less than 1,000 Common Units) or in the event that such exercise of Redemption
Rights (or the assignment of Common Units or delivery of either the Cash
Purchase Price or the Share Purchase Price with respect thereto) violates the
Partnership Agreement or applicable law. Once given, a Notice shall be
irrevocable subject to the payment of the Purchase Price for the Common Units
specified therein in accordance with the terms hereof.

         3.2      Method of Exercise. The Redemption Rights shall be exercised
by delivery to the Partnership of (a) written notice (the "Notice") in the form
of Exhibit A specifying the number of the Common Units to be redeemed and the
name or names (with address) in which any Shares issuable upon such exercise
shall be registered if different than the Contributing Party and (b) the
certificates, if any, representing such Common Units.

         3.3      Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights by the Contributing Party shall
occur within 30 days following the giving of the Notice. The Contributing Party
shall execute such other documents as the General Partner may reasonably require
in connection with the closing of such redemption or purchase and sale.

         3.4      Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Common Units pursuant to an exercise of
Redemption Rights by the Contributing Party, the Partnership shall deliver to
the Contributing Party the Cash Purchase Price by check or, in the event that
the General Partner has assumed the obligations of the Partnership with respect
to such exercise of Redemption Rights, the General Partner shall deliver to the
Contributing Party, at the election of the General Partner (which may be
exercised in the General Partner's sole discretion) either (a) the Cash Purchase
Price by check or (b) certificates representing the Shares and any other
securities and/or other property constituting the Share Purchase Price, together
with cash in lieu of the issuance of any fraction of a Share as provided in
Section 2(e), or a combination thereof.

         4.       Matters Relating to Shares.

         4.1      Registration.

         (a) Within 15 days after the first issuance of any Shares pursuant
hereto, the General Partner shall file with the SEC a registration statement on
Form S-3 or other appropriate registration form with the SEC covering the resale
by Contributing Party of such Shares and all other Shares issuable by the
General Partner upon exercise of the Redemption Rights assuming

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full conversion of the Series D Preferred Units and full satisfaction of the
Redemption Rights by delivery of Shares and shall use its reasonable best
efforts to cause such registration statement (the "Resale Registration
Statement") to become effective as soon as practicable thereafter. Following the
effective date of the Resale Registration Statement and until the Shares covered
by the Resale Registration Statement have been sold or are eligible for resale
under Rule 144(k) promulgated under the Securities Act (without regard to the
period that the Series D Preferred Units or Common Units were held prior to the
exchange thereof for Shares pursuant to the Redemption Rights), the General
Partner shall keep the Resale Registration Statement current, effective and
available for the resale by Contributing Party of the Shares delivered to it
pursuant hereto.

         (b) During the time period when the Resale Registration Statement is
required to be current, effective and available under this Section 4.1, the
General Partner also shall:

                           (i)      promptly prepare and file with the SEC such
         amendments and supplements to the Resale Registration Statement and the
         Prospectus relating thereto, as may be necessary to keep the Resale
         Registration Statement effective and to comply with the provisions of
         the Securities Act with respect to the sale of the Shares covered by
         the Resale Registration Statement whenever Contributing Party shall
         desire to sell or otherwise dispose of the same but in no event beyond
         the period in which the Registration Statement is required to be kept
         in effect. Upon ten (10) business days' notice, the General Partner
         shall file any supplement or post-effective amendment to the Resale
         Registration Statement with respect to the plan of distribution or a
         Contributing Party's ownership interests in its Shares that is
         reasonably necessary to permit the sale of such Contributing Party's
         Shares pursuant to the Resale Registration Statement;

                           (ii)     furnish to Contributing Party, without
         charge, such number of authorized copies of the Prospectus relating
         thereto, and any amendments or supplements to such Prospectus, in
         conformity with the requirements of the Securities Act, and such other
         documents as Contributing Party may reasonably request in order to
         facilitate the public sale or other disposition of the Shares owned by
         Contributing Party;

                           (iii)    register or qualify the securities covered
         by the Resale Registration Statement under state securities or blue sky
         laws of such jurisdictions as are reasonably required to effect a sale
         thereof and do any and all other acts and things which may be necessary
         or appropriate under such state securities or blue sky laws to enable
         Contributing Party to consummate the public sale or other disposition
         in such jurisdictions of such securities;

                           (iv)     before filing any amendments or supplements
         to the Resale Registration Statement or the Prospectus relating
         thereto, furnish copies of all such documents proposed to be filed to
         the Contributing Party, who shall be afforded a reasonable opportunity
         to review and comment thereon; provided, however, that all such
         documents shall be subject to the approval of the Contributing Party
         insofar as they relate to information concerning the Contributing Party
         (including, without limitation, the proposed method of distribution of
         Contributing Party's securities);

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                           (v)      notify Contributing Party promptly (A) when
         the Resale Registration Statement has become effective and when any
         post-effective amendments and supplements thereto become effective, (B)
         of any request by the SEC or any state securities authority for
         amendments and supplements to the Resale Registration Statement and the
         Prospectus relating thereto or for additional information, and (C) of
         the happening of any event during the period the Resale Registration
         Statement is effective which in the judgment of the General Partner
         makes any statement made in the Resale Registration Statement or such
         Prospectus untrue in any material respect or which requires the making
         of any changes in the Resale Registration Statement or such Prospectus
         in order to make the statements therein not misleading;

                           (vi)     cooperate with Contributing Party to
         facilitate the timely preparation and delivery of certificates
         representing Shares being sold, which certificates shall not bear any
         restrictive legends provided the Shares evidenced thereby have been
         sold in a manner permitted by the Prospectus relating to the Resale
         Registration Statement;

                           (vii)    upon the occurrence of any event
         contemplated by clause (v)(C) above, promptly prepare and file a
         supplement or post-effective amendment to the Resale Registration
         Statement or the Prospectus relating thereto or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of the Shares, such
         Prospectus will not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein
         in light of the circumstances under which they were made, not
         misleading; provided, however, that the obligation to prepare and file
         any such supplement or post-effective amendment shall be suspended if
         the General Partner, relying upon advice of counsel, determines that
         disclosure of any information required to be included therein would be
         adverse to its interests, but such suspension (A) shall not extend
         beyond sixty (60) days with respect to any such specified event and (B)
         shall not occur more than twice during any period of twelve (12)
         consecutive months; and

                           (viii)   promptly notify each Contributing Party of,
         and confirm in writing, (A) the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         the Resale Registration Statement or the initiation of any proceedings
         for that purpose, or (ii) if, between the effective date of any the
         Resale Registration Statement and the sale of the Shares to which it
         relates, the General Partner receives any notification with respect to
         the suspension of the qualification of the Shares or initiation of any
         proceeding for such purpose. The General Partner shall use its
         reasonable best efforts to obtain the withdrawal of any order
         suspending the effectiveness of the Resale Registration Statement at
         the earliest practicable time.

         (c) The General Partner hereby agrees to indemnify and hold harmless
Contributing Party and each person, if any, who controls Contributing Party
(within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) from and against any and all losses, claims, damages, costs
and expenses (including reasonable attorneys' fees) ("Claims") to which
Contributing Party or such controlling person may become subject, under the
Securities Act or otherwise, caused by any untrue statement or alleged untrue
statement of a material fact

                                      -7-

<PAGE>

contained in the Resale Registration Statement or the Prospectus relating
thereto or any amendment or supplement thereto, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
such Contributing Party and each such controlling person for any legal or other
expenses reasonably incurred by such Contributing Party in connection with
investigating or defending any such loss as such expenses are incurred;
provided, however, that the General Partner shall not be liable insofar as any
such losses, claims, damages, costs and expenses (including reasonable
attorneys' fees) are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
General Partner by any Contributing Party expressly for use therein. Each
Contributing Party agrees to indemnify and hold harmless the General Partner and
each person, if any, who controls the General Partner (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act) from
and against any and all Claims to which the General Partner or such controlling
person may become subject, under the Securities Act or otherwise, caused by any
untrue statement or omission or alleged untrue statement or omission based upon
such information furnished in writing to the General Partner by such
Contributing Party.

         (d) Each Contributing Party agrees that, upon receipt of any notice
from the General Partner of the happening of any event of the kind described in
clause (b)(v)(C) above and without waiving any rights under clause (b)(vii)
above, such Contributing Party will forthwith discontinue disposition of
securities pursuant to the Resale Registration Statement until Contributing
Party's receipt of the copies of the supplemented or amended Prospectus
contemplated by clause (b)(vii) above.

         (e) The General Partner shall bear all expenses relating to filing the
Resale Registration Statement and keeping the Resale Registration Statement
current, effective and available; provided, however, that the General Partner
shall not be responsible for any brokerage fees or underwriting commissions due
and payable in connection with the sale of Shares or any legal fees of
Contributing Party.

         (f) The General Partner shall use reasonable best efforts to cause all
Shares to be listed or otherwise eligible for full trading privileges on the
principal national securities exchange (currently the New York Stock Exchange)
on which shares of Common Stock are then listed on or before the date on which
the Resale Registration Statement covering the Shares becomes effective or the
Shares are issued by the General Partner to a Contributing Party, whichever is
later. The General Partner will use reasonable best efforts to continue the
listing or trading privilege for all Shares on the exchange on which shares of
Common Stock are then listed. The General Partner will promptly notify the
Contributing Party of, and confirm in writing, the delisting of the Shares.

         (g) Notwithstanding anything to the contrary contained herein, the
General Partner shall have no obligation to keep the Resale Registration
Statement effective if the status of the General Partner (or its successor) as
an Exchange Act Reporting Company is terminated.

         4.2      Reservation of Shares. At all times while the Redemption
Rights are outstanding, the General Partner shall reserve for issuance such
number of Shares as may be necessary to enable the General Partner to issue
Shares in full satisfaction of all Redemption Rights which are

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from time to time outstanding (assuming that there are no limitations as to the
ownership of such Shares under the Certificate of Incorporation which relate to
compliance with the REIT Requirements, that all Series D Preferred Units have
been converted into Common Units and that the General Partner elected to pay the
Share Purchase Price with respect to all such Redemption Rights).

         4.3      Fully Paid and Non-Assessable. All Shares which may be issued
upon exercise of the Redemption Rights shall be duly and validly issued and
fully paid and non-assessable.

         5.       Transfer and Similar Taxes. The General Partner shall pay any
and all documentary stamp or similar issue or transfer taxes payable in respect
of the issue or delivery of shares of Common Stock or other securities or
property pursuant hereto; provided, however, that the General Partner shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issue or delivery of shares of Common Stock or other securities
or property in a name other than that of the holder of the Common Units to be
exchanged, and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the General Partner the
amount of any such tax or established, to the reasonable satisfaction of the
General Partner, that such tax has been paid.

         6.       Anti-Dilution and Adjustment Provisions.

         (a) The Conversion Factor shall be adjusted in the event that the
General Partner (i) declares or pays a dividend or distribution on its
outstanding Shares in Shares or makes a distribution to all holders of its
outstanding Shares in Shares, (ii) subdivides its outstanding Shares, or (iii)
combines its outstanding Shares into a smaller number of Shares. In such event,
the Conversion Factor shall be adjusted by multiplying the Conversion Factor by
a fraction, the numerator of which shall be the number of Shares issued and
outstanding on the record date (or, if none, the effective date) for such
dividend, distribution, subdivision or combination (assuming for such purposes
that such dividend, distribution, subdivision or combination has occurred as of
such time) and the denominator of which shall be the actual number of Shares
(determined without the above assumption) issued and outstanding on the record
date (or, if none, the effective date) for such dividend, distribution,
subdivision or combination. Any adjustment to the Conversion Factor pursuant to
the immediately preceding sentence shall become effective immediately after the
effective date of such event retroactive to the opening of business on the day
next following the record date, if any, for such event. In addition, the
Conversion Factor shall be adjusted in the event that the Partnership (i)
declares or pays a dividend or distribution on its outstanding Common Units in
Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines
its outstanding Common Units into a smaller number of Common Units. In such
event, the Conversion Factor shall be adjusted by multiplying the Conversion
Factor by a fraction, the numerator of which shall be the actual number of
Common Units issued and outstanding on the record date (or, if none, the
effective date) for such dividend, distribution, subdivision or combination
(determined without the below assumption) and the denominator of which shall be
the number of Common Units issued and outstanding on such record date (assuming
for such purposes that such dividend, distribution, subdivision or combination
has occurred as of such time) or effective date. Any adjustment to the
Conversion Factor pursuant to the immediately preceding sentence shall become
effective on the effective date of such event retroactive to the record date, if
any, for such event.

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<PAGE>

         (b) If at any time the holders of Common Stock are entitled to any
right (a "Right") to subscribe pro rata for additional securities of the General
Partner, whether Common Stock or other classifications, or for any other
securities or interests that the Contributing Party would have been entitled to
subscribe for if, immediately prior to such grant, the Contributing Party had
exercised its Redemption Rights and received the Share Purchase Price in payment
thereof, in lieu of any adjustment under any other subsection of this Section 6
or other provision of this Agreement and except to the extent that provision
otherwise has been made for the Contributing Party to receive such Right or a
similar right in respect of the Common Units or adjustment otherwise has been
made in respect thereof, the Contributing Party also shall receive from the
General Partner, prior to or concurrent with the time such Right becomes
exercisable, the same Right that the Contributing Party would have been entitled
to if the Contributing Party had exercised its Redemption Rights in full and
received the Share Purchase Price in satisfaction thereof immediately prior to
the time holders of Common Stock became entitled to such Right.

         (c) Upon the occurrence of a Major Transaction Event, the General
Partner shall cause effective provision to be made so that, upon full conversion
of the Series D Preferred Units of the Contributing Party into Common Units,
exercise of the Redemption Rights by the Contributing Party in respect thereof
and the election of the General Partner to pay the Purchase Price at any time
following such Major Transaction Event by means of the Share Purchase Price, the
Contributing Party shall have the right to acquire, in lieu of the Shares which
otherwise would have been issued to the Contributing Party, the kind and amount
of shares of stock and other securities and property (and the provisions
contained in Section 4.1 shall apply anew to the extent that such securities are
of a class of securities of the General Partner or its successor that are
registered under the Exchange Act) and interests as would be issued or payable
with respect to or in exchange for the number of Shares constituting the Share
Purchase Price as if all Series D Preferred Units of the Contributing Party had
been converted into Common Units, such Redemption Rights had been exercised and
the General Partner had satisfied the Redemption Rights by delivery of the Share
Purchase Price immediately before such Major Transaction Event.

         (d) The Partnership shall give written notice to the Contributing Party
of any Major Transaction Event promptly after such Major Transaction Event is
announced to the public.

         (e) Notwithstanding anything to the contrary contained herein, (i) the
adjustment provisions contained in this Agreement shall be applied so that there
is no duplication of adjustments made pursuant to any other document or other
section hereof and (ii) no adjustment under any provision hereof shall be made
on account of (A) the stock split approved by the stockholders of the General
Partner on November 20, 2003 or (B) the split of the Common Units provided for
in the Sixth Amendment to Second Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of November 20, 2003. The provisions of
this Section 6 shall apply to successive events that may occur from time to time
but only shall apply to a particular event if it occurs prior to the exercise in
full of the Redemption Rights or the liquidation of the Partnership. Nothing
contained herein shall prevent or otherwise limit the liquidation of the
Partnership pursuant to the Partnership Agreement, as amended from time to time.

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<PAGE>

         (f) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
this Section 6 and shall prepare a certificate signed by the chief financial
officer of the General Partner setting forth the adjusted Conversion Factor and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed at the offices of the General Partner.

         (g) Notwithstanding anything to the contrary contained herein (but
subject to the first sentence of Section 6(e) hereof), the General Partner and
the Partnership agree that they will apply the provisions of this Section 6, the
definition of Share Purchase Price and any related provisions as if the Common
Units were issued and outstanding as of the date hereof. Thus, for example, if
an event were to occur on December 31, 2003 that would adjust the number of
Shares into which the Common Units would be exchangeable had such Common Units
been outstanding as of such date, but the Common Units were not actually issued
until December 31, 2004, then such adjustment would be applied so that, upon
such issuance (but subject to further adjustment for subsequent events), the
Common Units would be exchangeable in accordance with the other terms hereof for
the number of Shares for which the Common Units would have been exchangeable had
such Common Units been outstanding on December 31, 2003.

         7.       Miscellaneous Provisions.

         7.1      Notices. All notices or other communications given pursuant to
this Agreement, including without limitation any Notice, shall be sent to the
party to whom or to which such notice is being sent, by certified or registered
mail, return receipt requested, commercial overnight delivery service or
delivered by hand with receipt acknowledged in writing and otherwise as set
forth in this Section 7.1. All notices and other communications (a) shall be
deemed given when received and (b) may be given either by a party or by such
party's attorneys. For purposes of this Section 7.1, the addresses of the
parties shall be, in the case of the Partnership and the General Partner, 110 N.
Wacker Drive, Chicago, Illinois 60606, facsimile number (312) 960-5463,
Attention: Bernard Freibaum (with a copy to Neal, Gerber & Eisenberg, Two North
LaSalle Street, Suite 2200, Chicago, Illinois 60602, Attn: Marshall E.
Eisenberg, facsimile number (312) 269-1747), and, in the case of the
Contributing Party, as set forth on the records of the Partnership. The address
of any party may be changed by a notice in writing given in accordance with the
provisions hereof.

         7.2      Assignment. The rights of the Contributing Party hereunder
(including the Redemption Rights) shall automatically devolve upon any Person to
the extent that such Person holds Common Units or Series D Preferred Units, and
becomes a substituted partner with respect to such Common Units or Series D
Preferred Units, in accordance with the Partnership Agreement and delivers to
the Partnership a written instrument, in form reasonably satisfactory to the
Partnership, pursuant to which such Person agrees to be bound by the terms
hereof (but the rights of the Contributing Party hereunder are not otherwise
assignable). All references herein to Contributing Party shall be deemed to be
references to each assignee pursuant to this paragraph. Subject to the
provisions of Section 6, the General Partner may assign this Agreement in
connection with any Major Transaction Event without the consent of the
Contributing Party, provided that no such assignment shall relieve the General
Partner of its obligations under this Agreement.

                                      -11-

<PAGE>

         7.3      Binding Effect. Except as otherwise set forth herein, this
Agreement shall be binding upon, and inure to the benefit of, the parties and
their successors and permitted assigns.

         7.4      Amendments. The provisions of this Agreement may be amended
only with the written consent of the Partnership, the General Partner and the
holders of at least a majority of the issued and outstanding Common Units
(assuming that all of the issued and outstanding Series D Preferred Units were
converted into Common Units in accordance with the Partnership Agreement
immediately prior to the execution of such amendment).

         7.5      Governing Law. This Agreement shall be governed by the laws of
the State of Delaware (without regard to its conflicts of law principles).

         7.6      Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which shall constitute one
document.

         7.7      Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes any prior written or oral understandings and/or agreements among them
with respect thereto.

         7.8      Pronouns; Headings; Etc. As used herein, all pronouns shall
include the masculine, feminine and neuter, and all terms shall include the
singular and plural thereof wherever the context and facts require such
construction. The headings herein are inserted for convenience of reference only
and are to be ignored in any construction of the provisions hereof. Any
references in this Agreement to a "Section" or "Exhibit" shall refer to a
Section or Exhibit of this Agreement unless otherwise specified.

         7.9      Survival. The representations, warranties and covenants
contained herein or made pursuant hereto shall survive the execution and
delivery of this Agreement and the closing of any redemption or purchase and
sale pursuant to an exercise of Redemption Rights hereunder.

         7.10     Further Assurances. Each of the parties shall hereafter
execute and deliver such other instruments and documents and do such further
acts and things as may be required or useful to carry out the purposes of this
Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -12-

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

CONTRIBUTING PARTY:

EVERITT ENTERPRISES, INC., a Colorado corporation

By: /s/ Alan C. Line
    -----------------------------------
    Alan C. Line
    Treasurer

PARTNERSHIP:

GGP LIMITED PARTNERSHIP, a Delaware
limited partnership

By: General Growth Properties, Inc., a Delaware
    corporation, its general partner

    By: /s/ Joel Bayer
        ----------------------------------
        Joel Bayer, Senior Vice President
        and Chief Investment Officer

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.
a Delaware corporation

By: /s/ Joel Bayer
    ---------------------------------------
    Joel Bayer, Senior Vice President
    and Chief Investment Officer