Exhibit 10.40  GENERAL
GROWTH PROPERTIES, INC.
NON-EMPLOYEE DIRECTOR 
RESTRICTED STOCK AWARD AGREEMENT  THIS AGREEMENT is made and entered into as of                     ,
20     (the Grant Date) by and between GENERAL GROWTH
PROPERTIES, INC., a Delaware corporation (the Company), and [DIRECTORS NAME]
(Director).  WHEREAS, the Company desires to compensate Director
for [his/her] service as a non-employee director on the Board of Directors (the
Board) of the Company by awarding [his/her] restricted shares of common
stock, $.01 par value, of the Company (the Common Stock), subject to the
terms and conditions set forth in the General Growth Properties, Inc. Second
Amended and Restated 2003 Incentive Stock Plan, as amended (the 2003 Plan)
and the terms, conditions, and restrictions set forth in this Agreement.  NOW, THEREFORE, for good and valuable consideration,
the parties hereto, intending to be legally bound, hereby agree as follows:  1.             Award
of Shares.  In accordance with the
terms of the 2003 Plan which are hereby incorporated herein, the Company hereby
awards to Director, subject to the terms, conditions and restrictions set forth
in this Agreement, 10,000 shares of Common Stock (the Restricted Shares) as
of the Grant Date.  2.Rights
of Stockholder.  Director shall have
all of the rights of a stockholder with respect to the Restricted Shares
(including the right to vote the Restricted Shares and the right to receive
dividends with respect to the Restricted Shares), except as provided in paragraph
3 and paragraph 5 hereof.  3.Restrictions
on Transfer.  Except as otherwise
provided in this Agreement, Director may not sell, transfer, assign, pledge,
encumber or otherwise dispose of any portion of the Restricted Shares or the
rights granted hereunder (any such disposition or encumbrance being referred to
herein as a transfer) until such portion of the Restricted Shares
becomes vested in accordance with Section 4 of this Agreement.  Any transfer or purported transfer by Director
of any of the Restricted Shares shall be null and void and the Company shall
not recognize or give effect to such transfer on its books and records or
recognize the person to whom such purported transfer has been made as the legal
or beneficial holder of such shares.  The
Restricted Shares shall not be subject to sale, execution, pledge, attachment,
encumbrance or other process and no person shall be entitled to exercise any
rights of Director as the holder of such Restricted Shares by virtue of any
attempted execution, attachment or other process until the restrictions imposed
herein on the transfer of the Restricted Shares shall lapse as provided in Section 4
hereof.  Any certificates representing
the Restricted Shares shall have endorsed thereon the following legend:  The transferability of this certificate and the shares of Stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the General Growth Properties, Inc. 2003 Incentive Stock
Plan and a Restricted Stock Award Agreement. 
Copies of such Plan and Stock Agreement are on file at the office of the
Secretary of General Growth Properties, Inc.


If and when the restrictions imposed herein on the
transfer of Restricted Shares shall have lapsed as provided in Section 4
hereof, such shares shall be delivered to Director without any restrictive
legend or restrictive notation relating to the 2003 Plan.  Until such restrictions have lapsed, any
certificates representing any Restricted Shares may be held in custody by the
Company at its election.  Director may
request the removal of such legend or notation from any Restricted Shares as to
which the restrictions imposed herein on the transfer thereof shall have lapsed
as provided in Section 4 hereof.  4.Lapse
of Restrictions.  (a)The
interest of Director in the Restricted Shares shall vest one-third on the Grant
Date and one-third on each of the first and second anniversaries of the Grant
Date, so long as Director continues to be a member of the Board on each such
date.  (b)           If Director ceases
to be a member of the Board for any reason, the balance of the Restricted
Shares subject to the provisions of this Agreement which have not vested shall
continue to vest in accordance with Section 4(a), except as otherwise
provided in Section 9(c)(A) or Section 10(d) of the 2003
Plan..  (c)Notwithstanding
Sections 4(a) and 4(b) hereof, the restrictions on the transfer of
Restricted Shares imposed by Section 3 shall lapse upon (i) a Change
in Control, (ii) Directors Retirement, or (iii) expiration of Directors
term in office if Director is not re-nominated by the Company for an additional
term in office.  5.Transferability.  Notwithstanding anything contained in this
Agreement to the contrary, Restricted Shares are not transferable or assignable
by Director until the restrictions thereon have lapsed.  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 or cause to be made an appropriate and equitable substitution or
adjustment with respect to the Restricted Shares, including a substitution or
adjustment in the aggregate number or kind of shares subject to this Agreement,
notwithstanding that the Restricted Shares are subject to the restrictions on
transfer imposed by Section 3 above.  7.Taxes.  Director agrees to pay to the Company promptly
upon request, and in any event at the time Director recognizes taxable income
in respect of the Restricted Shares, an amount equal to the taxes, if any, the
Company determines it is required to withhold under applicable tax laws with
respect to the Restricted Shares.  The
obligations of the Company under this Agreement and the 2003 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 Director.  8.Registration.  This grant is subject to the condition that
if at any time the Committee shall determine, in its discretion, that the
listing of the shares of Common Stock subject hereto on any securities
exchange, or the registration or qualification of such shares under any federal
or state law, or the consent or approval of any regulatory body, shall be  2


necessary or desirable as
a condition of, or in connection with, the grant, receipt or delivery of shares
hereunder, such grant, receipt or delivery will not be effected unless and
until such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.  The Company agrees to make
every reasonable effort to effect or obtain any such listing, registration,
qualification, consent or approval.  9.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 15 of the 2003 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 2003 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
  DriveChicago,
  Illinois 60606(2)  If to Director:
  
  [Directors Name][Directors Address]  (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.  3


(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.  Dated as of the          day of
                  ,
20        .  GENERAL
  GROWTH PROPERTIES, INC.By:Name:Title:DIRECTORName:  4