Exhibit
10.8  SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP  THIS AMENDMENT (the Amendment) is made and entered into as of November 20, 2003, by and among the undersigned parties.  W I T N E S S E T H:  WHEREAS, a Delaware limited partnership known as GGP Limited Partnership (the Partnership) exists pursuant to that certain Second Amended and Restated Agreement of Limited Partnership of GGP Limited Partnership dated as of April 1, 1998, as amended (the Second Restated Partnership Agreement), and the Delaware Revised Uniform Limited Partnership Act;  WHEREAS, General Growth Properties, Inc., a Delaware corporation, is the general partner of the Partnership (the General Partner);  WHEREAS, as of the close of business on the date hereof, the certificate of incorporation of the General Partner was amended to increase the number of authorized shares of common stock of the General Partner, change the par value of such shares from $0.10 to $0.01 per share and divide each outstanding share of common stock into three shares of common stock (the Stock Split ); and  WHEREAS, the parties hereto, being the sole general partner of the Partnership and the holders of a Majority-in-Interest of the Common Units, desire to amend the Second Restated Partnership Agreement to set forth their understandings regarding the Stock Split and certain other matters.  NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:  1.             CAPITALIZED TERMS. Capitalized terms used but not defined herein shall have the definitions assigned to such terms in the Second Restated Partnership Agreement, as amended hereby.  2.             AMENDED DEFINITIONS.  (a)           The definition of Common Stock set forth in Section 1.1 of the Second Restated Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:  Common Stock shall mean the shares of common stock of the General Partner.


(b)           The definition of Closing Price set forth in Section 1.1 of the Second Restated Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:  Closing Price on any day shall mean the average of the intra-day high and low for such day as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System or, if such system is no longer in use, the principal other automated quotations system that may then be in use or, if the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock as such person is selected from time to time by the Board of Directors of the General Partner.  (c)           The definition of Current Per Share Market Price set forth in Section 1.1 of the Second Restated Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:  Current Per Share Market Price shall mean, as of any date, the average of the Closing Price for the five consecutive Trading Days ending on such date or the average of the Closing Price for any other period of Trading Days that the General Partner deems appropriate with respect to any transaction or other event for which Current Per Share Market Price is determined (other than a redemption pursuant to any Rights Agreement unless otherwise provided therein); provided, however, that the Closing Price for any Trading Day or Trading Days that are included in any calculation of Current Per Share Market Price shall be adjusted to take into account any stock split, dividend, subdivision, combination and the like if General Partner deems such adjustment to be appropriate).  (d)           The definition of Rights Agreements set forth in Section 1.1 of the Second Restated Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:  Rights Agreements shall mean the Bucksbaum Rights Agreement and those certain Redemption Rights Agreements entered into before, on or after the date hereof by the Partnership, the General Partner and certain other Persons in connection with the issuance of Units to such other Persons, as the same may be amended from time to time.  2


3.             DIVISION OF COMMON UNITS. Notwithstanding anything to the contrary contained in the Second Restated Partnership Agreement, (a) effective at the close of business on the date hereof, each Common Unit shall be deemed to be three Common Units, so that, as of such time, each holder of record of Common Units, automatically and without further action, shall be deemed to be the holder of two additional Common Units for each Common Unit held immediately prior to such time (the Unit Split) and (b) there shall be no adjustment of the Conversion Factor on account of the Stock Split; provided, however, that (x) if the rights under any Specified Rights Agreement are exercised as to one or more Common Units, then, effective immediately prior to the redemption or purchase of such Common Units pursuant to such Specified Rights Agreement, the Unit Split shall be completely reversed as to such Common Units and each such Common Unit, automatically and without further action, shall be deemed to be one-third of a Common Unit and (y) if such Common Units are transferred to the General Partner (rather than the Partnership) pursuant to such Specified Rights Agreement, then, effective immediately following such transfer, the Unit Split shall be completely reinstated as to such Common Units and each such Common Unit, automatically and without further action, shall be deemed to be three Common Units. For purposes hereof, a Specified Rights Agreement is any Rights Agreement pursuant to which the Conversion Factor (or the equivalent) referred to therein is adjusted as the result of the Stock Split and such adjustment is not completely reversed as the result of the Unit Split. The purpose of the proviso contained in the first sentence of this paragraph is to ensure that there are not duplicative adjustments on account of the Stock Split, and this Section 3 shall be interpreted and applied consistently therewith.  4.             NOTICE REQUIREMENTS. Notwithstanding anything to the contrary contained in the Second Restated Partnership Agreement, no provision of the Second Restated Partnership Agreement requiring notice of any event prior to the occurrence thereof shall apply to the Stock Split, any of the matters contained herein or stock splits, subdivisions, dividends, combinations or any other similar event occurring after the date hereof.  5.             NEW EXHIBIT A. Exhibit A to the Second Restated Partnership Agreement, identifying the Partners, the number and class or series of Units owned by them and their respective Percentage Interests, if any, is hereby deleted in its entirety and the Exhibit A in the form attached hereto is hereby inserted in its place and stead.  6.             AMENDMENT TO SECTION 13.12 Section 13.12 of the Second Restated Partnership Agreement is hereby deleted in its entirety and the following is hereby inserted in its place and stead:  13.12 ISSUANCE OF CERTIFICATES. The General Partner may, in its sole discretion, issue a certificate setting forth the name of any Partner and the number of Units owned by such Partner and, in such event, the General Partner shall establish such rules and regulations relating to issuances and reissuances of certificates upon transfer of Units, the division of Units among multiple certificates and the loss, theft, destruction or mutilation of certificates as the General Partner reasonably deems appropriate. Notwithstanding anything to the contrary contained herein or in any certificate, (a) no certificate issued by the Partnership shall constitute a certificated security under Article 8 of the Uniform Commercial Code or an instrument, (b) the issuance or existence of certificates shall not create any rights on the part of the holders of such certificates or other Persons that would not exist if such certificates had not been issued, (c) the Partnership shall have no liability  3


to holders of certificates or other Persons that it would not have had if it had not issued such certificates, and (d) only those Persons shown on the Partnerships book and records as the registered owner of any particular Unit shall have any rights as a Limited Partner or otherwise with respect thereto.  7.             OTHER PROVISIONS UNAFFECTED. Except as expressly amended hereby, the Second Restated Partnership Agreement shall remain in full force and effect in accordance with its terms.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  4


IN WITNESS WHEREOF, the undersigned have executed this Amendment on the day and year first above written.  GENERAL PARTNER:  GENERAL GROWTH PROPERTIES, INC., a Delaware corporation  By:
  /s/
  Bernard FreibaumBernard Freibaum, Executive Vice President  LIMITED PARTNERS:  M.B. CAPITAL PARTNERS III, a South Dakota general partnership  By:
  GENERAL TRUST COMPANY, notindividually but solely as
  Trusteeof Martin Investment Trust
  G, a partner  By:
  /s/ Marshall E. EisenbergMarshall E. Eisenberg,
  President


EXHIBIT A TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIP  PARTNERS  See attached.


EXHIBIT A  NUMBER
  OF
  
  NUMBER
  OF
  
  NUMBER
  OFNUMBER
  OF
  
  PERCENTAGE
  
  SERIES A
  
  SERIES B
  
  SERIES CCOMMON
  UNITS
  
  INTEREST
  
  PREFERRED
  UNITS
  
  PREFERRED
  UNITS
  
  PREFERRED
  UNITSGeneral
  Partner:General
  Growth Properties, Inc.
  
  216,208,419.5826
  
  79.3788
  
  0.0000
  
  0.0000
  
  0.0000Limited
  Partners:M.B.
  Capital Partners III
  
  46,690,280.8905
  
  17.1419
  
  0.0000
  
  0.0000
  
  0.0000Stanley
  Richards Revocable Trust
  
  449,119.1814
  
  0.1649
  
  0.0000
  
  0.0000
  
  0.0000Joe
  W. Lowrance
  
  172,860.0000
  
  0.0635
  
  0.0000
  
  0.0000
  
  0.0000LWLDA
  Limited Partnership
  
  135,669.0000
  
  0.0498
  
  0.0000
  
  0.0000
  
  0.0000Brent
  M. Milgrom
  
  172,860.0000
  
  0.0635
  
  0.0000
  
  0.0000
  
  0.0000GDC/A&B
  Limited Partnership
  
  135,669.0000
  
  0.0498
  
  0.0000
  
  0.0000
  
  0.0000Edward
  S. Brown
  
  75,000.0000
  
  0.0275
  
  0.0000
  
  0.0000
  
  0.0000Lawrence
  A. Brown
  
  52,941.0000
  
  0.0194
  
  0.0000
  
  0.0000
  
  0.0000Merrill
  H.J. Roth
  
  87,072.0000
  
  0.0320
  
  0.0000
  
  0.0000
  
  0.0000The
  Roth Family Limited Partnership
  
  66,924.0000
  
  0.0246
  
  0.0000
  
  0.0000
  
  0.0000Joseph
  Straus, Jr.
  
  234,051.0000
  
  0.0859
  
  0.0000
  
  0.0000
  
  0.0000Warren
  Weiner and Penny Weiner, Husband and Wife, as Tenants-by-the Entirety
  
  47,566.5000
  
  0.0175
  
  0.0000
  
  0.0000
  
  0.0000Joint
  Revocable Trust of Marvin Rounick and Judy Rounick
  
  47,566.5000
  
  0.0175
  
  0.0000
  
  0.0000
  
  0.0000Marvin
  Rounick and Judy Rounick, Husband and Wife, as Tenants-by-the Entirety
  
  167,010.0000
  
  0.0613
  
  0.0000
  
  0.0000
  
  0.0000Joint
  Revocable Trust of Warren and Penny Weiner
  
  55,671.0000
  
  0.0204
  
  0.0000
  
  0.0000
  
  0.0000Irrevocable
  Trust of Warren Weiner dated January 24, 1978 F/B/O Robyn Weiner
  
  55,671.0000
  
  0.0204
  
  0.0000
  
  0.0000
  
  0.0000Irrevocable
  Trust of Warren Weiner dated January 24, 1978 F/B/O Kimberly Weiner
  
  55,671.0000
  
  0.0204
  
  0.0000
  
  0.0000
  
  0.0000Sidney
  Forbes
  
  1,789,587.0000
  
  0.6570
  
  0.0000
  
  0.0000
  
  0.0000The
  Frankel Group
  
  346,797.0000
  
  0.1273
  
  0.0000
  
  0.0000
  
  0.0000Avern
  Cohn
  
  173,397.0000
  
  0.0637
  
  0.0000
  
  0.0000
  
  0.0000Rita
  Haddow
  
  173,397.0000
  
  0.0637
  
  0.0000
  
  0.0000
  
  0.0000G.
  Thomas York
  
  17,781.0000
  
  0.0065
  
  0.0000
  
  0.0000
  
  0.0000Michael
  Hartz
  
  44,454.0000
  
  0.0163
  
  0.0000
  
  0.0000
  
  0.0000Wilson
  M. Carter
  
  31,818.7500
  
  0.0117
  
  0.0000
  
  0.0000
  
  0.0000James
  W. Beale
  
  53,031.0000
  
  0.0195
  
  0.0000
  
  0.0000
  
  0.0000Daniel
  B. Rather
  
  108,606.0000
  
  0.0399
  
  0.0000
  
  0.0000
  
  0.0000James
  B. Carson, Jr.
  
  104,046.0000
  
  0.0382
  
  0.0000
  
  0.0000
  
  0.0000William
  A. Mitchell, Jr.
  
  10,605.0000
  
  0.0039
  
  0.0000
  
  0.0000
  
  0.0000MP,
  Ltd.
  
  163,440.0000
  
  0.0600
  
  0.0000
  
  0.0000
  
  0.0000Peter
  D. Leibowits
  
  1,556,499.0000
  
  0.5715
  
  0.0000
  
  0.0000
  
  0.0000James
  Carpenter
  
  65,838.0000
  
  0.0242
  
  0.0000
  
  0.0000
  
  0.0000John
  Hachen
  
  8,190.0000
  
  0.0030
  
  0.0000
  
  0.0000
  
  0.0000Robert
  Klausner
  
  32,748.0000
  
  0.0120
  
  0.0000
  
  0.0000
  
  0.0000Donald
  B. May
  
  16,572.0000
  
  0.0061
  
  0.0000
  
  0.0000
  
  0.0000  1


EXHIBIT A  NUMBER OF
  
  NUMBER OF
  
  NUMBER OFNUMBER OF
  
  PERCENTAGE
  
  SERIES A
  
  SERIES B
  
  SERIES CCOMMON UNITS
  
  INTEREST
  
  PREFERRED UNITS
  
  PREFERRED UNITS
  
  PREFERRED UNITSBonnie
  Primack
  
  162,063.0000
  
  0.0595
  
  0.0000
  
  0.0000
  
  0.0000Samuel
  Primack
  
  97,278.0000
  
  0.0357
  
  0.0000
  
  0.0000
  
  0.0000Sheldon
  Silverman
  
  73,980.0000
  
  0.0272
  
  0.0000
  
  0.0000
  
  0.0000Lindsay
  Faith May Trust, Ian D. Gardenswartz Tustee
  
  48,639.0000
  
  0.0179
  
  0.0000
  
  0.0000
  
  0.0000Cyd
  Primack
  
  162,063.0000
  
  0.0595
  
  0.0000
  
  0.0000
  
  0.0000Donald
  Kay
  
  8,286.0000
  
  0.0030
  
  0.0000
  
  0.0000
  
  0.0000Benjamin
  May Trust, Ian D. Gardenswartz Trustee
  
  48,639.0000
  
  0.0179
  
  0.0000
  
  0.0000
  
  0.0000Jordan
  Perlmutter
  
  197,286.0000
  
  0.0724
  
  0.0000
  
  0.0000
  
  0.0000Essie
  Perlmutter
  
  98,643.0000
  
  0.0362
  
  0.0000
  
  0.0000
  
  0.0000Carol
  R. Berka
  
  7,500.0000
  
  0.0028
  
  0.0000
  
  0.0000
  
  0.0000Robert
  W. Specht, Jr.
  
  11,025.0000
  
  0.0040
  
  0.0000
  
  0.0000
  
  0.0000Kathryn
  M. Burke (Palmer) Trust
  
  12,036.0000
  
  0.0044
  
  0.0000
  
  0.0000
  
  0.0000Gregory
  Specht
  
  13,500.0000
  
  0.0050
  
  0.0000
  
  0.0000
  
  0.0000The
  Grandchildrens Trust, William S. Silverman Trustee
  
  65,754.0000
  
  0.0241
  
  0.0000
  
  0.0000
  
  0.0000OConnor
  Realty Investors II, L.P.
  
  34,224.0000
  
  0.0126
  
  0.0000
  
  0.0000
  
  0.0000J.W.
  OConnor & Co., Incorporated
  
  47,661.0000
  
  0.0175
  
  0.0000
  
  0.0000
  
  0.0000OConnor
  Associates L.P.
  
  1,134,822.0000
  
  0.4166
  
  0.0000
  
  0.0000
  
  0.0000Estate
  of Edward J. DeBartolo
  
  84,381.0000
  
  0.0310Glenn
  J. Rufrano
  
  66,138.0000
  
  0.0243
  
  0.0000
  
  0.0000
  
  0.0000B.C.O.P.
  Associates L.P.
  
  78,174.0000
  
  0.0287
  
  0.0000
  
  0.0000
  
  0.0000CMS/Valley
  Forge Real Estate Opportunity Fund, L.P.
  
  22,557.0000
  
  0.0083
  
  0.0000
  
  0.0000
  
  0.0000Harry
  J. Butler, Jr.
  
  235,206.0000
  
  0.0864
  
  0.0000
  
  0.0000
  
  0.0000Scott
  P. Sealy
  
  32,181.0000
  
  0.0118
  
  0.0000
  
  0.0000
  
  0.0000Mark
  P. Sealy
  
  17,466.0000
  
  0.0064
  
  0.0000
  
  0.0000
  
  0.0000Gwen
  B. Sealy
  
  4,599.0000
  
  0.0017
  
  0.0000
  
  0.0000
  
  0.0000Scott P. Sealy, Trustee
  for the J. Pollard
  Sealy Trust for Scott P. Sealy
  
  921.0000
  
  0.0003
  
  0.0000
  
  0.0000
  
  0.0000Scott
  P. Sealy, Trustee for the J. Pollard 
  Sealy Trust for Laura Celeste Sealy Curtis
  
  924.0000
  
  0.0003
  
  0.0000
  
  0.0000
  
  0.0000Scott
  P. Sealy, Trustee for the J. Pollard
  Sealy Trust for Mark P. Sealy
  
  921.0000
  
  0.0003
  
  0.0000
  
  0.0000
  
  0.0000Scott
  P. Sealy, Trustee for the J. Pollard
  Sealy Trust for Lisa Wood Sealy Hollier
  
  924.0000
  
  0.0003
  
  0.0000
  
  0.0000
  
  0.0000Scott
  P. Sealy, Trustee for the J. Pollard
  Sealy Trust for Sue Sealy Geren
  
  924.0000
  
  0.0003
  
  0.0000
  
  0.0000
  
  0.0000Cache
  Valley Mall Partnership, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  165,224.4840
  
  0.0000Burke
  Cloward
  
  0.0000
  
  0.0000
  
  0.0000
  
  18,510.1200
  
  0.0000Alan
  Cordano
  
  0.0000
  
  0.0000
  
  0.0000
  
  399.3300
  
  0.0000James
  Cordano
  
  0.0000
  
  0.0000
  
  0.0000
  
  799.1820
  
  0.0000Gregory
  Curtis
  
  0.0000
  
  0.0000
  
  0.0000
  
  1,370.2500
  
  0.0000Fairfax
  Holding, LLC
  
  0.0000
  
  0.0000
  
  0.0000
  
  926,920.0980
  
  0.0000G.
  Rex Frazier
  
  0.0000
  
  0.0000
  
  0.0000
  
  16,576.6320
  
  0.0000Michael
  Frei
  
  0.0000
  
  0.0000
  
  0.0000
  
  8,044.5420
  
  0.0000Hall
  Investment Company
  
  0.0000
  
  0.0000
  
  0.0000
  
  13,016.0700
  
  0.0000Kenneth
  Hansen
  
  0.0000
  
  0.0000
  
  0.0000
  
  2,663.2440
  
  0.0000  2


EXHIBIT A  NUMBER
  OF
  
  NUMBER
  OF
  
  NUMBER
  OFNUMBER
  OF
  
  PERCENTAGE
  
  SERIES A
  
  SERIES B
  
  SERIES CCOMMON
  UNITS
  
  INTEREST
  
  PREFERRED
  UNITS
  
  PREFERRED
  UNITS
  
  PREFERRED
  UNITSKing
  American Hospital, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  26,485.7580
  
  0.0000Florence
  King
  
  0.0000
  
  0.0000
  
  0.0000
  
  8,465.7960
  
  0.0000Warren
  P. King
  
  0.0000
  
  0.0000
  
  0.0000
  
  3,392.4780
  
  0.0000Paul
  K. Mendenhall
  
  0.0000
  
  0.0000
  
  0.0000
  
  3,751.6140
  
  0.0000Tom
  Mulkey
  
  0.0000
  
  0.0000
  
  0.0000
  
  1,717.9020
  
  0.0000North
  Plains Development Company, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  9,935.2260
  
  0.0000North
  Plains Land Company, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  917.6760
  
  0.0000Carl
  E. Olson
  
  0.0000
  
  0.0000
  
  0.0000
  
  2,174.6520
  
  0.0000Martin
  G. Peterson
  
  0.0000
  
  0.0000
  
  0.0000
  
  10,428.5160
  
  0.0000Pine
  Ridge Land Company, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  2,701.8720
  
  0.0000Price
  Fremont Company, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  82,364.8140
  
  0.0000Deirda
  Price
  
  0.0000
  
  0.0000
  
  0.0000
  
  226.0260
  
  0.0000John
  Price
  
  0.0000
  
  0.0000
  
  0.0000
  
  766.2960
  
  0.0000Steven
  Price
  
  0.0000
  
  0.0000
  
  0.0000
  
  1,446.9840
  
  0.0000Red
  Cliffs Mall Investment Company, Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  76,910.9580
  
  0.0000Taycor,
  Ltd.
  
  0.0000
  
  0.0000
  
  0.0000
  
  17,226.0000
  
  0.0000Jennifer
  Wallin
  
  0.0000
  
  0.0000
  
  0.0000
  
  226.0260
  
  0.0000Keith
  Whatcott
  
  0.0000
  
  0.0000
  
  0.0000
  
  18,510.1200
  
  0.0000Lena
  Wilcher as Trustee of the Lena Wilcher Revocable Trust
  
  0.0000
  
  0.0000
  
  0.0000
  
  5,220.0000
  
  0.0000JSG,
  LLC
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  822,626.0284Total
  Units:
  
  272,375,543.4045
  
  100.0000
  
  0.0000
  
  1,426,392.6660
  
  822,626.0284  3