Exhibit 10.52  GENERAL GROWTH PROPERTIES, INC.
CASH VALUE ADDED INCENTIVE COMPENSATION PLAN(Effective January 1, 2007)  This
Amendment to General Growth Properties, Inc. Cash Value Added Incentive
Compensation Plan (the Plan), is effective as of January 1, 2007.
Capitalized terms not defined herein shall have the meaning set forth in the
Plan.  1.The following definitions in
Article I Purpose; Definitions of the Plan are hereby amended in their
entirety to read as follows:  
Base Salary means(a) in the case of a salaried
employee,the base salary or wages of such employee excluding
overtime, bonuses, contributions to or benefits under employee benefit plans,
fringe benefits, and other such forms of compensation, paid tosuch
salaried employee as of a date during the Award Year designated by the
Committee, and (b) in the case of an hourly employee, the annualized
hourly salary or wages of such hourly employee excluding overtime, bonuses,
contributions to or benefits under employee benefit plans, fringe benefits, and
other such forms of compensation as of a date during the Award Year designated
by the Committee.Base Salary shall include any elective contributions
that are paid through a reduction in a Participants basic salary and which are
not includible in the Participants gross income under Sections 125 or 402(e)(3) of
the Code.  
Eligible Employee means any regular full-time, nonunion employee of an
Employeras of a date during the Award Year
designated by the Committee who has not received a Final Performance
Improvement Planand whom the Committee has designated to be eligible
to participate in the Plan.  Final
Performance Improvement Plan means a written performance plan, which if not
followed could result in termination of employment, issued during the Award
Year for which the Committee is determining the Annual Bonus Award.  Leverage
means a Unitstarget NOI for the AwardYear, multiplied by
apercentage,both as established from
time to time by the Committee.  Unit
means the Company, an affiliate, a subsidiary,an
operating property, group of operating properties, business segment, or portion
of a business segmentdesignated as a Unit by the Committee.


2.Section 2.1 of the Plan
shall be amended by adding the following to the end thereof:  The Compensation Committee may delegate
administration of the Plan, or administration of portions of the Plan, to the
Chief Executive Officer of the Company.  3.The first sentence of Section 2.2
of the Plan is hereby amended in its entirety to read as follows:  The
Committee shall have full power and authority to construe, interpret and
administer the Plan and to determine the terms of all Annual Bonus Awards and
Payments hereunder, including, without limitation, the Target Incentive Award
for each Participant, the Bonus Multiple, the factors upon which such variables
are based, and whether a portion or all of a Participants Annual Bonus Award
isbased on such Participants individual performance or
isdiscretionary.  4.The second paragraph of Section 2.2
of the Plan is hereby amended in its entirety to read as follows:  In
furtherance, and not in limitation, of the authority granted by the preceding
paragraph, the Committee shall have authority to determine (a) the
Participants to whom payments are made, (b) the Unitor
Unitswith respect to whose performance the Annual Bonus Award is to be
granted, (c) when the Annual Bonus Award Payments shall be made (which
payments may, without limitation, be made on a deferred basis or in installments),(d) whether and when an Annual Bonus Award
should be prorated,and (e) actual dollar amounts to be paid
hereunder.  5.The second sentence of Section 3.1
of the Plan is hereby amended in its entirety to read as follows:  The
Committee shall designate whether the Participants Annual Bonus Award shall be
based, in whole or in part, on the Cash Value Added for a Unit,Units
or individual performance,and shall identify the
specific Unitor Units and the relative weighing
of the Unit, Units or individual performanceused to calculate the Annual
Bonus for a Participant, if applicable.  6.The first sentence of Section 4.4
of the Plan is hereby amended in its entirety to read as follows:  Ifa Participant has a Bonus
Bank balance,the Employer shall give each Participant a statement
of his or her Bonus Bank once each year.


7.The second paragraph of Section 5.1
of the Plan is hereby amended in its entirety to read as follows:  The
Annual Bonus Award shall be equal to the Target Incentive Award multiplied by
the Bonus Multiple, provided, however, that the Committee, in its sole
discretion, may designate a portion or all of such Annual Bonus Awardas
based on such Participants individual performance or asdiscretionary.
If the Committee decides to designate a portion of the Annual Bonus Awardas
based on individual performance oras discretionary, the amount
of a Participants Annual Bonus Award shall be equal to the sum of (a)the
amount, if any, of the Annual Bonus Award, not based on individual performance
or identified as discretionary,(b)the
amount, if any, of the individual performance component of the Annual Bonus
Award, which the Committee decides, in its sole discretion, has been earned by
the Participant,and (c) that amount, if any, of the discretionary
component of the Annual Bonus Award which the Committee decides, in its sole
discretion, to grant to the Participant.  8.The first sentence of Section 5.2
of the Plan is hereby amended in its entirety and a new second sentence is
hereby added, both to read as follows:  Annual
Bonus Award Payments shall be made as soon as practicable after Annual Bonus
Award amounts are determinedand
approved by the Committee. Notwithstanding anything to the contrary contained
in the Plan, Participants shall not be vested in, or entitled to, any Annual
Bonus Award until the Committee has approved such Annual Bonus Award.  9.The Plan is not otherwise
modified and is hereby ratified and confirmed.  10.This Amendment and the Plan
shall be considered, for all intents and purposes, one instrument. In the event
of any conflict between the terms and provisions of this Amendment and the
terms and provisions of the Plan, the terms and provisions of this Amendment
shall, in all instances, prevail. If any provision of this Amendment or the
application thereof to any person or circumstance is or becomes illegal,
invalid or unenforceable, the remaining provisions hereof shall remain in full
force and effect and this Amendment shall be interpreted as if such illegal, invalid
or unenforceable provision did not exist herein.