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                         GENERAL GROWTH PROPERTIES, INC.
                             STOCK OPTION AGREEMENT


         THIS AGREEMENT is made and entered into as of <<Date>> (the "Grant
Date") by and between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation
(the "Company") and <<Employee_Name>> (the "Optionee").

         WHEREAS, the Company desires to reward the Optionee for Optionee's
recent efforts and to incentivize Optionee for future efforts on behalf of the
Company by awarding Optionee a stock option to purchase shares of common stock
$.10 par value, of the Company (the "Common Stock") pursuant to the General
Growth Properties, Inc. 1998 Incentive Stock Plan (the "Plan"); and

         WHEREAS, the Optionee wishes to acquire the right to purchase shares of
Common Stock granted hereby.

         NOW, THEREFORE, for good and valuable consideration, the parties
hereto, intending to be legally bound, hereby agree as follows:

         1. Grant of Option. In accordance with the terms and conditions of the
Plan which are hereby incorporated herein, the Company hereby grants to Optionee
a Threshold-Vesting Stock Option (the "Option") to purchase an aggregate of
<<Options>> shares of Common Stock at a purchase price of <<discount price>> per
share, the Fair Market Value (as defined in the Plan) per share on the Grant
Date, subject to the vesting and exercise requirements set forth in this
Agreement. This Option is not intended to qualify as an incentive stock option
as defined in, and subject to, Section 422 of the Code.

         2. Exercise of Options.

                  (a) The Option shall be exercisable only after it shall have
         vested. The Option shall not vest unless and until the Fair Market
         Value of a share of the Common Stock has been greater than or equal to
         <<market>> for at least 20 consecutive trading days at any time during
         the five-year period following the Grant Date. If the Fair Market Value
         of a share of the Common Stock does not equal or exceed <<market>> for
         at least 20 consecutive trading days at any time during the five-year
         period following the Grant Date or if the Participant has a Termination
         of Employment before the Option vests, the Option will not vest and
         shall be forfeited in its entirety.

                  (b) The Option must be exercised if at all after it has vested
         and on or before the 30th day after the date (the "Vesting Date") on
         which the Option became vested, as described in Section 2(a) hereof,
         and only at such time as Optionee is employed by the Company, an
         Affiliate or a Subsidiary or as provided in Section 3 hereof.

                  (c) The Option may not be exercised for a fraction of a share
         of the Common Stock.

         3. Termination of Employment.

                  (a) If Optionee's employment with the Company, an Affiliate or
         a Subsidiary terminates, whether by reason of death, Retirement, Total
         Disability or other reason, on or after


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         the Vesting Date, then the Option may thereafter be exercised until the
         30th day after the Vesting Date, unless the Optionee's Termination of
         Employment is for Cause.

                  (b) In the event Optionee's Termination of Employment is for
         Cause, any unexercised portion of the Option shall expire immediately
         upon the giving to Optionee of notice of such Termination of
         Employment.

                  (c) Notwithstanding any language to the contrary set forth in
         Section 5(i) of the Plan, for purposes of this Agreement, the term
         "Cause" shall mean (i) the conviction of Optionee for committing a
         felony under Federal law or the law of the state in which such action
         occurred, (ii) dishonesty in the course of fulfilling the Optionee's
         employment duties or (iii) the commission by the Optionee of an act of
         fraud or embezzlement.

         4. Method of Exercise. Subject to the provisions of Section 2 hereof,
the Option may be exercised, in whole or in part, by delivery of written notice
(the "Notice"), addressed to the Company, specifying the number of whole shares
of Common Stock subject to the Option to be purchased. The Notice shall be
accompanied by payment of the aggregate exercise price for all shares to be
acquired upon the exercise either in (i) cash, (ii) that number of shares of
unrestricted Common Stock which have an aggregate Fair Market Value (as of the
date of exercise) equal to the aggregate exercise price for all of the shares of
Common Stock subject to such exercise, or (iii) a combination of the foregoing.
Payment of the aggregate exercise price may also be made by delivering written
notice addressed to the Company, together with a copy of irrevocable
instructions to a broker (with which the Company may have entered into
agreements for coordinated procedures) to deliver promptly to the Company the
amount of sale or loan proceeds to pay the aggregate exercise price. No shares
of Common Stock shall be issued until full payment therefor has been made.
Optionee agrees, that no later than the date as of which an amount first becomes
includible in Optionee's gross income for Federal income tax purposes with
respect to the Option, Optionee shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any Federal, state, local
or foreign taxes of any kind required by law to be withheld with respect to such
amount. Withholding obligations may be settled with shares of Common Stock. The
obligations of the Company under this Agreement and the Plan shall be
conditional on such payment or arrangements, and the Company, its Affiliates and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to Optionee.

         5. Delivery of Stock Certificates. The Option shall be deemed to have
been exercised upon receipt by the Company of the Notice accompanied by payment
in full of the exercise price (the "Exercise Date") and Optionee shall be
treated as the holder of record of the shares with respect to which the Option
is exercised as of the Exercise Date for all purposes.

         6. Adjustment Provisions. If, during the term of this Agreement, there
shall be any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, extraordinary distribution with respect to the Common
Stock, or other change in corporate structure affecting the Common Stock, the
Committee shall make an appropriate and equitable substitution or adjustment in
the aggregate number, kind and option price of shares subject to this Option.

         7. Non-Transferability. The Option is not transferable or assignable by
Optionee other than by will or by the laws of descent and distribution, or
pursuant to a qualified domestic relations


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order, and is exercisable during the lifetime of the Optionee only by Optionee,
Optionee's guardian or legal representative or by an alternate payee pursuant to
such qualified domestic relations order.

         8. Compliance with Law. By accepting the Option, Optionee agrees for
Optionee and Optionee's guardian or legal representative that no shares of
Common Stock shall be delivered pursuant to the Option until qualified for
delivery under applicable securities laws and regulations as determined by the
Company or its legal counsel.

         9. Limitations. Optionee shall have no rights as a stockholder with
respect to shares as to which the Option shall not have been exercised and
payment made as herein provided and shall have no rights with respect to such
shares not expressly conferred by this Agreement. Nothing contained in this
Agreement shall be construed to be a contract of employment between the Company,
an Affiliate or a Subsidiary and Optionee.

         10. Construction.

                  (a) Successors. This Agreement and all the terms and
         provisions hereof shall be binding upon and shall inure to the benefit
         of the parties hereto and their respective legal representatives, heirs
         and successors, except as expressly herein otherwise provided.

                  (b) Entire Agreement; Modification. This Agreement contains
         the entire understanding between the parties with respect to the
         matters referred to herein. Subject to Section 7 of the Plan, this
         Agreement may be amended by the Committee.

                  (c) Capitalized Terms; Headings; Pronouns; Governing Law.
         Capitalized terms used and not otherwise defined herein are deemed to
         have the same meanings as in the Plan. The descriptive headings of the
         respective sections and subsections of this Agreement are inserted for
         convenience of reference only and shall not be deemed to modify or
         construe the provisions which follow them. Any use of any masculine
         pronoun shall include the feminine and vice-versa and any use of a
         singular, the plural and vice-versa, as the context and facts may
         require. The construction and interpretation of this Agreement shall be
         governed in all respects by the laws of the State of Delaware.

                  (d) Notices. All communications between the parties shall be
         in writing and shall be deemed to have been duly given as of the date
         and time of hand delivery or three days after mailing via certified or
         registered mail, return receipt requested, proper postage prepaid to
         the following or such other addresses of which the parties shall from
         time to time notify one another.

         (1)  If to the Company:             General Growth Properties, Inc.
                                             110 North Wacker Drive
                                             Chicago, Illinois 60606

         (2)  If to Optionee:                <<Employee_Name>>
                                             c/o General Growth Properties, Inc.
                                             110 North Wacker Drive
                                             Chicago, Illinois 60606


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                  (e) Severability. Whenever possible, each provision of this
         Agreement shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Agreement or
         the application thereof to any party or circumstance shall be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective to the minimal extent of such provision or the remaining
         provisions of this Agreement or the application of such provision to
         other parties or circumstances.

                  (f) Counterpart Execution. This Agreement may be executed in
         counterparts, each of which shall constitute an original and all of
         which, when taken together, shall constitute the entire document.


IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written.


                                                 GENERAL GROWTH PROPERTIES, INC.


                                                 -------------------------------
                                                 Title: Chief Executive Officer


OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY AND
AS PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THE OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED
HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY
WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT
AT ANY TIME, WITH OR WITHOUT CAUSE.

         Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
the Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing the Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Plan or this Agreement. Optionee further
agrees to notify the Company upon any change in the residence address indicated
below.

                                    OPTIONEE

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                                     Address:
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