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                                                                    EXHIBIT 10.5



                                    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 the
24th day of April, 2002, 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 by that certain First Amendment thereto dated as
of June 10, 1998, that certain Second Amendment thereto dated as of June 29,
1998 and that certain Third Amendment thereto dated as of February 15, 2002
(such Second Amended and Restated Agreement of Limited Partnership, as so
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"); 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 (as
defined in the Second Restated Partnership Agreement), desire to amend the
Second Restated Partnership Agreement as provided herein.

         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. AMENDMENT TO SECTION 8.4. Section 8.4 of the Second Restated
Partnership Agreement is hereby deleted in its entirety and the following is
hereby inserted in lieu thereof :

                  "8.4 Restrictions on Transfer. In addition to any other
         restrictions on transfer herein contained, in no event may any transfer
         or assignment of Units by any Partner be made (i) to any Person who
         lacks the legal right, power or capacity to own Units; (ii) in
         violation of any provision of any mortgage or trust deed (or the note
         or bond secured thereby) constituting a Lien against a Property or any
         part thereof, or other instrument, document or agreement to which the
         Partnership or any Property Partnership is a party or





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         otherwise bound; (iii) in violation of applicable law; (iv) of any
         component portion of a Unit, such as the Capital Account, or rights to
         Net Operating Cash Flow, separate and apart from all other components
         of such Unit (other than such assignments of the right to receive
         distributions as the General Partner shall approve in writing which
         approval the General Partner may withhold in its sole discretion), (v)
         in the event such transfer would cause the General Partner to cease to
         comply with the REIT Requirements, (vi) if such transfer would cause a
         termination of the Partnership for federal income tax purposes, (vii)
         if such transfer would, in the opinion of counsel to the Partnership,
         cause the Partnership to cease to be classified as a partnership for
         Federal income tax purposes, (viii) if such transfer would cause the
         Partnership to become, with respect to any "benefit plan investor," as
         defined in 29 C.F.R. ss. 2510.3-101(f)(2) (a "Benefit Plan Investor"),
         a "party-in-interest" (as defined in Section 3(14) of ERISA) or a
         "disqualified person" (as defined in Section 4975(e) of the Code), (ix)
         if such transfer would, in the opinion of counsel to the Partnership,
         cause any portion of the assets of the Partnership to constitute assets
         of a Benefit Plan Investor pursuant to 29 C.F.R. ss. 2510.3-101 or (x)
         if such transfer is effectuated through an "established securities
         market" or "secondary market" (or the substantial equivalent thereof)
         within the meaning of Section 7704 of the Code or such transfer causes
         the Partnership to become a "publicly traded partnership" as such term
         is defined in Section 7704(b) of the Code. Notwithstanding anything in
         this Agreement to the contrary:

                           (a) no Limited Partner admitted to the Partnership
                  after June 29, 1998 may sell, assign or otherwise transfer its
                  Units or other interest in the Partnership or any portion
                  thereof to any Foreign Owner (and no interest in such Limited
                  Partner or any Person that directly or indirectly owns an
                  interest in such Limited Partner may be transferred if such
                  Limited Partner shall become a Foreign Owner as the result of
                  such transfer) without the prior written consent of the
                  General Partner (which consent may be given or withheld in the
                  sole discretion of the General Partner); and

                           (b) no other Limited Partner may sell, assign or
                  otherwise transfer its Units or other interest in the
                  Partnership or any portion thereof to any Foreign Owner (and
                  no interest in such Limited Partner or any Person that
                  directly or indirectly owns an interest in such Limited
                  Partner may be transferred if such Limited Partner shall
                  become a Foreign Owner as the result of such transfer) without
                  providing written notice of the same to the General Partner.
                  Any such written notice shall be received by the General
                  Partner at least thirty days prior to any such sale,
                  assignment or other transfer.

         Any sale, assignment or other transfer of Units or other interests in
         the Partnership made in violation of this Agreement (including without
         limitation any sale, assignment or other transfer of Units made without
         giving the notice described above at the time described above) shall be
         null and void ab initio.





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         3. 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]




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         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 Freibaum
         --------------------------------------------
         Its:  Executive Vice President/Chief Financial Officer


LIMITED PARTNERS:


M.B. CAPITAL PARTNERS III, a South
Dakota general partnership

By:      GENERAL TRUST COMPANY, not
         individually but solely as Trustee
         of Martin Investment Trust G, a partner


         By: /s/ Marshall E. Eisenberg
             ----------------------------------------
               Its: President






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