UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/AAmendment No. 2

(MARK ONE)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                        to


COMMISSION FILE NUMBER 1-11656

GENERAL GROWTH PROPERTIES, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

42-1283895(I.R.S. Employer
Identification Number)110 N. Wacker Dr., Chicago, IL(Address of principal executive offices)

60606(Zip Code)


(312) 960-5000(Registrant's telephone number, including area code)

Securities
Registered Pursuant to Section 12(b) of the Act: None

Securities
Registered Pursuant to Section 12(g) of the Act: Common Stock, $.01 par value
Preferred Stock Purchase Rights

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES o    NO ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. YES o    NO ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý    NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). YES ý    NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "accelerated filer" and "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES o    NO ý

On June 30, 2009, the last business day of the registrant's most recently completed second quarter, the aggregate market value of the shares of common stock
held by non-affiliates of the registrant was $522.6 million based upon the closing price of the common stock on such date.

As
of April 15, 2010, there were 317,306,922 shares of the registrant's common stock outstanding.

This
Amendment No. 2 on Form 10-K/A to Form 10-K for the fiscal year ended December 31, 2009 is being filed to provide the additional
information required by Part III of Form 10-K and amend the Exhibit Index contained in Part IV. This Amendment No. 2 on Form 10-K/A does not
change the previously reported financial statements or any of the other disclosures contained in Part I or Part II of the Form 10-K, filed on March 1, 2010, as
amended by Amendment No. 1 on Form 10-K/A filed on March 2, 2010.



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Part III of Form 10-K

Item 10.Directors, Executive Officers and Corporate Governance

Director Information

Our Board of Directors is currently comprised of ten members. Our bylaws divide the Board into three classes, as nearly equal in number
as possible, with each class of directors serving a three-year term. The terms of office of the classes of directors expire in rotation so that one class is elected at each annual meeting
for a full three-year term.



John Bucksbaum,53, has served as a director of the Company since 1992, and was elected
Chairman of the Board in August 2007 and served as Chief Executive Officer of the Company from July 1999 to October 2008. Mr. Bucksbaum is a member of the board of trustees and the Executive
Committee of the International Council of Shopping Centers ("ICSC") and was Chairman of the ICSC for the 2006 - 2007 term. Mr. Bucksbaum is a trustee of the University
of California Real Estate Center, the University of Chicago Hospitals, the Urban Land Institute ("ULI"), the National Association of Real Estate Investment Trusts ("NAREIT"), and The Field Museum, and
is a member of the National Realty Roundtable. Mr. Bucksbaum is on the executive committee of the Zell/Lurie Real Estate Center at the Wharton School of the University of Pennsylvania.
Mr. Bucksbaum also serves on the national boards of World T.E.A.M Sports, the United States Ski & Snowboard Team and USA Cycling. He is a member of the Young Presidents Organization.
Mr. Bucksbaum is a member of the family that started the Company. He has extensive experience in the real estate and shopping center industry and detailed knowledge of the Company's history and
operations.

Debra Cafaro, 52, has served as a director of the Company since March 2010. Since 1999 Ms. Cafaro has been Chief Executive Officer
and President of Ventas, Inc., a publicly traded healthcare real estate investment trust, and became its Chairman in 2003. From 1997 to 1998, she served as President and a director of Ambassador
Apartments, Inc., a multifamily real estate investment trust ("REIT"). Ms. Cafaro is also the Chair of NAREIT; a director of Weyerhaeuser
Company, an integrated forest products company; a director of World Business Chicago, Chicago's not-for-profit economic development corporation; and a member of the Real Estate
Roundtable. Ms. Cafaro has substantial executive, operational and legal experience and broad knowledge of real estate and corporate finance, capital markets, strategic planning and other public
company matters.

Anthony Downs,79, has served as a director of the Company since 1993. Since 1977, Mr. Downs has been a Senior Fellow at The
Brookings Institution, a private, non-profit policy research center, and a self-employed speaker and writer. Mr. Downs is a life trustee of the ULI and is a director of
the NAACP Legal and Education Defense Fund, Inc. He is currently a member of the ULI, the Counselors of Real Estate, the Anglo-American Real Property Institute, the American Real Estate and Urban
Economics Association, the American Economics Association, the National Academy of Public Administration and the American Academy of Arts and Sciences. Mr. Downs has been a director of the
Company for more than 15 years and has an important historical perspective on the Company and its business.



Alan Cohen,49, has served as a director of the Company since 2001. Since March 2005,
Mr. Cohen has been Vice President, Enterprise Solutions, of Cisco Systems, Inc., a provider of Internet networking solutions. From October 2002 through March 2005, Mr. Cohen served as
Vice President, Marketing of Airespace, Inc., a developer of wireless local area networks, which was acquired by Cisco Systems, Inc. Mr. Cohen has operational and technological expertise.

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John Haley,59, has served as a director of the Company since September 2009. From 1988 through September 2009, Mr. Haley was a
partner of the international accounting firm of Ernst & Young LLP, where he worked for more than 30 years. Mr. Haley served nearly 20 years in Ernst & Young's audit
practice and from 1998 until his retirement in 2009 served in a number of leadership roles in the firm's transaction advisory services group. Mr. Haley has financial expertise and experience in
the audit and transaction services industry. The Board has determined that Mr. Haley is an audit committee financial expert under the SEC rules.

Sheli Rosenberg, 68, has served as a director of the Company since April 2010. Ms. Rosenberg has been an Adjunct Professor at
Northwestern University's J.L. Kellogg Graduate School of Business since 2003, and is the former President, Chief Executive Officer and Vice Chairwoman of Equity Group Investments, L.L.C., a
privately held real estate investment firm, having held those titles at various times from 1999 through 2003. Ms. Rosenberg is currently a director of CVS Caremark, a health care services and
drugstore chain company, Equity Lifestyle Properties, Inc., a manufactured home community real estate investment trust, Ventas, Inc., a health care real estate investment trust, and Nanosphere, Inc.,
a molecular diagnostics products company, and is a trustee of Equity Residential, a real estate investment trust. She was formerly a director of Avis Budget Group, Inc., a vehicle rental company,
until April 2008. Ms. Rosenberg is a recognized leader in the real estate industry, with experience in the legal and real estate fields, including operational and REIT industry experience, as
well as many years of service on multiple public company boards and committees.

Beth Stewart,53, has served as a director of the Company since 1993. Since 1993, she has been a private investor and was formerly with
Goldman Sachs, holding various positions from 1982 to 1992. Ms. Stewart has served as Chief Executive Officer since August 2001 and Chairman since October 1999 of Storetrax.com, a real estate
internet company; and Co-managing member of Trewstar, LLC, an investment partnership, since 1998. Ms. Stewart is a director and a member of the Audit Committee and Nominating and
Governance Committee of Avatar Holdings Inc., a Florida-based public home builder, and a director and member of the Audit Committee of CarMax, Inc., a public new and used car retailer.
Ms. Stewart has been a director of the Company since it initially became a
public company in 1993. She has financial and transactional expertise, and the Board has determined that Ms. Stewart is an audit committee financial expert under the SEC rules.



Adam Metz,48, has served the Company as Chief Executive Officer since October 2008,
director since November 2005 and Lead Director from June 2007 through October 2008. From late 2002 through October 2008, Mr. Metz was an active partner of Polaris Capital LLC, which is in the
business of owning retail real estate assets throughout the United States. Prior to the formation of Polaris Capital, Mr. Metz was Executive Vice President of Rodamco, N.A. from November 2000
through May 2002 when the assets of Rodamco, N.A. were sold. From 1993 to 2000, before it was acquired by Rodamco, Mr. Metz held various positions with Urban Shopping Centers, including
Vice President, Chief Financial Officer and President. Mr. Metz has financial expertise and industry experience.

Thomas Nolan, Jr.,52, has served as Chief Operating Officer of the Company since March 2009, President of the Company since October 2008
and director of the Company since April 2005. Prior to becoming President of the Company, Mr. Nolan was a private real estate investor since February 2008. From July 2004 through February 2008,
Mr. Nolan served as a Principal and as Chief Financial Officer of Loreto Bay Company, the developer of the Loreto Bay master planned community in Baja, California. From October 1984 through
July 2004, Mr. Nolan held various financial positions with AEW Capital Management, L.P., a national real estate investment advisor, and from 1998 through 2004 he served as Head of Equity
Investing and as President and Senior Portfolio Manager of The AEW Partners Funds. Mr. Nolan has financial expertise in various segments of the real estate industry.

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John Riordan,72, has served as a director of the Company since May 2003. Mr. Riordan is an ex-officio life trustee of
the ICSC, the global trade association of the shopping center industry. From May 2001 through July 2003, Mr. Riordan was the Vice Chairman of the ICSC and, from January 1986 through May 2001,
he served as President and Chief Executive Officer of the ICSC. He is a past Chairman of the Massachusetts Institute of Technology Center for Real Estate, where he was employed from January 2001 to
July 2003. He is a director of Ivanhoe Cambridge, a private company which owns, manages and develops shopping centers and which is one of the Company's joint venture partners. Mr. Riordan is a
shopping center industry expert.



The Board of Directors has three standing committees: the Audit Committee, the Nominating & Governance Committee and the
Compensation Committee. The table below shows current membership for each of the standing Board committees. Ms. Rosenberg is the Board's Lead Director.

Audit Committee(1)

Nominating &
Governance Committee(2)

Compensation Committee(3)Anthony Downs

Alan Cohen

Alan CohenJohn Haley

Anthony Downs

John HaleyBeth Stewart

John Riordan

John RiordanBeth Stewart


(1)The
Board has determined that all of the members of the Audit Committee meet the requirements for independence and expertise, including financial literacy,
under applicable NYSE listing standards and SEC rules. Mr. Haley and Ms. Stewart are "audit committee financial experts" under applicable SEC rules, and Ms. Stewart is chair of
the Audit Committee.(2)Mr. Riordan
is chair of the Nominating & Governance Committee.(3)Mr. Cohen
is chair of the Compensation Committee.


Each
of the committees operates under a written charter, except the Executive Committee whose duties are established by the Board of Directors from time to time. Copies of these charters
can be obtained from our website at www.ggp.com in the "Investment" section under the "Corporate Governance" heading or by writing to our Corporate Secretary at our principal executive offices.

In
2010 the Board formed an ad hoc committee, the Capital Committee, to review the Company's capital raising alternatives in conjunction with its emergence from bankruptcy. Participants
in Capital Committee processes include Messrs. Haley, Metz and Nolan and Mses. Cafaro, Stewart and Rosenberg. No compensation is paid for participation on this ad hoc committee.

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Executive Officer Information

The executive officers of the Company are elected annually by the Board and are currently as follows:

Name

PositionAdam Metz

Chief Executive OfficerThomas Nolan, Jr.

President & Chief Operating OfficerJoel Bayer

Senior Vice President, Chief Investment OfficerJames Brewster

Senior Vice President, Marketing and CommunicationsRonald Gern

Senior Vice President, General Counsel and SecretaryEdmund Hoyt

Interim Chief Financial Officer, Senior Vice President & Chief Accounting OfficerRobert Michaels

Vice ChairmanSharon Polonia

Executive Vice President, Asset ManagementHugh Zwieg

Executive Vice President, Finance


Please
see above for biographical information concerning Messrs. Adam Metz and Thomas Nolan. Biographical information concerning our other executive officers is set forth below.

Joel Bayer, 46, joined the Company in September 1993 and has served as Senior Vice President and Chief Investment Officer of the Company
since 2001, and Senior Vice President, Acquisitions of the Company from 1998 to 2001.

James Brewster, 49, joined the Company in March 1995 and has served as Senior Vice President since March 2001, and Vice President
Corporate Communications of the Company from 1999 to 2001.

Ronald Gern, 51, joined the Company in December 1997 as Senior Vice President and General Counsel of the Company and has served as
Secretary of the Company since October 2008. Mr. Gern served as Assistant Secretary of the Company from December 1997 to October 2008. In addition, Mr. Gern has served and continues to
serve as an officer of various of our subsidiaries and joint ventures.

Edmund Hoyt, 58, joined the Company in November 1986 and has served as Interim Chief Financial Officer since October 2008, and Senior Vice
President and Chief Accounting Officer of the Company since 2000. During his time with the Company, Mr. Hoyt has held several positions in the financial planning, accounting and controllership
areas. In addition, Mr. Hoyt has served and continues to serve as a director and/or officer of various of our subsidiaries.

Robert Michaels,66, joined the Company in September 1972 and has served as Vice Chairman since March 2009. Prior to being named Vice
Chairman, Mr. Michaels served as Chief Operating Officer since 1995. Mr. Michaels also served as a director and President of the Company from 1995 to October 2008. In addition,
Mr. Michaels has served and continues to serve as a director and/or officer of various of our subsidiaries and joint ventures. Mr. Michaels is an ex-officio trustee of the
ICSC and a director of the Center for Urban Land Economics Research at the School of Business of the University of Wisconsin-Madison.

Sharon Polonia, 47, joined the Company in May 1998 and has served as Executive Vice President since March 2009. Prior to being named
Executive Vice President, Ms. Polonia served as Senior Vice President, Asset Management of the Company since 2000. Ms. Polonia has held several positions in the areas of asset
management and leasing.

Hugh Zwieg, 50, joined the Company in March 2010 as Executive Vice President of Finance. Prior to joining the Company, Mr. Zwieg
had been Chief Executive Officer of Wind Realty Partners since January 2007. Windy Realty Partners provides advisory, operating and disposition services in connection

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with
the marketing and sale of office property portfolios. From 1989 to December 2006, Mr. Zwieg held various positions with CMD Realty Investors, L.P., including President and Chief Financial
Officer since 2004. CMD Realty Investors was a privately held real estate operating company focused on the acquisition and development of office and industrial properties throughout the United States,
with average assets under management of approximately $1 billion.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and holders of more than 10% of
our common stock to file reports of holdings and transactions in our common stock with the SEC. Based solely on our review of the reports furnished to us, we believe that all of our directors,
executive officers and 10% stockholders complied with all Section 16(a) filing requirements during the fiscal year ended December 31, 2009, except that one Form 4, covering one
transaction, was untimely filed by Mr. Glenn Rufrano, who served as a non-employee director in 2009.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics which applies to all of our employees, officers and directors, including our Chairman,
Chief Executive Officer and Chief Financial Officer. Our Code of Business Conduct and Ethics prohibits conflicts of interest, which are broadly defined to include any situation where a person's
private interest interferes in any way with the interests of the Company. In addition, this Code prohibits direct or indirect personal loans to executive officers and directors to the extent required
by law and stock exchange regulation. The Code does not attempt to cover every issue that may arise, but instead sets out basic principles to guide all of our employees, officers, and directors. Any
waivers of the Code for any executive officer, principal accounting officer, or director may be made only by the Board or a Board committee and will be promptly disclosed to stockholders. The Code
includes a process and a toll-free telephone number for anonymous reports of potentially inappropriate conduct or potential violations of the Code.

The
Code of Business Conduct and Ethics is available on the Corporate Governance page of our website at www.ggp.com and we will provide a copy of the Code of Business Conduct and Ethics
without charge to any person who requests it in writing to: General Growth Properties, Inc., 110 N. Wacker Dr., Chicago, IL 60606, Attn: Corporate Secretary. We will post on our website
amendments to or waivers of our Code of Ethics for executive officers, in accordance with applicable laws and regulations.

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Item 11.Executive Compensation

Compensation of Directors

Directors who are our employees receive no fees for their services as directors. Non-employee directors receive an annual
fee for their service on the Board, a fee for each Board and committee meeting attended and reimbursement of expenses incurred in attending meetings. The chart below sets forth the fee structure for
non-employee directors as of December 31, 2009.

Annual fee paid to:All non-employee Directors, except Chairman

$
50,000Non-employee Chairman of the Board of Directors

$
225,000
(1)Audit Committee Chair

$
25,000Compensation Committee Chair

$
15,000Nominating & Governance Committee Chair

$
10,000Other Committee Chairs

$
20,000
maximum(2)Lead Director

$
20,000
(3)Fee for each meeting attended:Board meetings attended in person

$
1,500Board meetings attended telephonically

$
1,000Audit Committee meetings

$
1,500Other Committee meetings attended in person

$
1,500Other Committee meetings, other than Audit, attended telephonically

$
1,000


(1)The
non-executive Chairman of the Board of Directors, John Bucksbaum, does not receive any meeting fees or retainers. Mr. Bucksbaum is
also entitled to receive health benefits under the health benefit plans provided to employees of the Company, without paying a participation fee.(2)An
annual fee not to exceed $20,000 may be paid to the Chair of each Committee that may be established from time to time, other than the Audit Committee,
the Compensation Committee and the Nominating & Governance Committee.(3)The
annual fee paid to the Lead Director is $20,000.


In
addition to receiving fees for their services as directors, our non-employee directors receive annual equity awards under our 2003 Incentive Stock Plan (the
"2003 Plan"). All non-employee directors are entitled to receive, on the earlier of (i) the tenth day of each May, or the first
business day thereafter, or (ii) the certification of the director election results for each annual meeting of the Company's stockholders, an annual restricted stock award of 10,000 shares
("Annual Award"). In addition, upon initial election or appointment to the Board, each new non-employee director is entitled to receive a
restricted stock award of 10,000 shares ("Initial Award"); provided however that if a non-employee director is first elected to the Board at
an annual meeting of the Company's stockholders, then the non-employee director shall receive only an Annual Award, not an Initial Award. The restricted stock awards vest
one-third on the grant date and one-third on each of the first and second anniversaries of the grant date ("RSU Awards"). If the
RSU Awards have a value of less than $90,000, as such value is determined for financial statement purposes, then the difference is paid to each non-employee director in cash
("Restricted Stock Cash Adjustment") in four equal quarterly payments. Each recipient of restricted stock possesses all of the rights of a stockholder
of the Company, including the right to vote and receive dividends.

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The
following table summarizes the compensation paid to or earned by each of our non-employee directors during 2009.

2009 Director Compensation

Name(1)

Fees
Earned or
Paid in
Cash ($)(2)

Stock
Awards ($)(3)(4)

Restricted
Stock Cash
Adjustment(6)

Total($)William Ackman(5)

$
29,071

$
48,500

$
41,500

$
119,071John Bucksbaum

$
225,000







$
225,000Alan Cohen

$
122,000

$
11,000

$
79,000

$
212,000Anthony Downs

$
105,000

$
11,000

$
79,000

$
195,000John Haley

$
13,587

$
40,600

$
49,400

$
103,587John Riordan

$
126,500

$
11,000

$
79,000

$
216,500Glenn Rufrano(5)

$
29,935

$
13,900

$
76,100

$
119,935Beth Stewart

$
140,000

$
11,000

$
79,000

$
230,000


(1)Adam
Metz and Thomas Nolan, are not included in this table because they are employees of the Company and thus receive no compensation for their services as
directors. The compensation received by Messrs. Metz and Nolan as employees of the Company is shown in the Summary Compensation Table set forth below. Debra Cafaro and Sheli Rosenberg are not
included in this table because they became directors of the Company effective March 29th and April 13, 2010, respectively.(2)Consists
of annual retainer fees and meeting fees in accordance with the fee structure described above. The following fees earned prior to the Company's
bankruptcy filing are included in the fee amounts provided, but have not been paid: Mr. Cohen, $1,000; Mr. Downs, $3,000; Ms. Stewart, $1,000; and Mr. Riordan, $1,000.(3)This
amount represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards
Codification Topic 718 ("FASB ASC Topic 718").(4)Each
of Messrs. Ackman, Haley and Rufrano held an aggregate of 6,667 shares of unvested restricted stock as of December 31, 2009.
Mr. Cohen, Mr. Downs, Mr. Riordan and Ms. Stewart held an aggregate of 7,167 shares of unvested restricted stock as of December 31, 2009. In addition, as of
December 31,2009, the following are the aggregate number of shares issuable upon exercise of outstanding option awards granted to each of our non-employee directors prior to 2009:
Mr. Ackman, 0; Mr. Bucksbaum, 0; Ms. Cafaro, 0; Mr. Cohen, 10,000; Mr. Downs, 2,500; Mr. Haley, 0; Mr. Riordan, 7,000; Ms. Rosenberg, 0;
Mr. Rufrano, 0; and Ms. Stewart, 2,500. No amount related to these previously issued options was recognized for financial statement purposes for the fiscal year ended December 31,
2009, in accordance with FASB ASC Topic 718.(5)Mr. Ackman
resigned from the Board, effective March 8, 2010. Mr. Rufrano resigned from the Board, effective March 19, 2010.(6)This
amount represents the Restricted Stock Cash Adjustment earned in 2009 in connection with the May 2009 restricted stock grant.


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Compensation Discussion and Analysis



This Compensation Discussion and Analysis ("CD&A") describes the Company's compensation philosophy and policies for executive officers
of the Company, and how this philosophy is applied to the compensation of the named executive officers, those officers of the Company required to be discussed in this CD&A
("NEOs"). For 2009, NEOs received base salary and (except for NEOs with employment agreements) short term incentive compensation pursuant to the
Company's incentive plan for all full-time employees, the Cash Value Added Incentive Compensation Plan (the "CVA Plan"). In addition, 47 employees, including the NEOs, became eligible to
receive long term incentive compensation in accordance with the terms of the Company's new key employee incentive plan (the "KEIP"). The overall goal of the Compensation Committee is to assure that
compensation paid to the NEOs is fair, reasonable and competitive, and is linked to increasing the Company's long-term enterprise value. The NEOs are:



The primary objective of the Company's executive compensation philosophy is to attract, motivate and retain executives who possess the
high quality skills and talent necessary to lead and, where appropriate, transform the Company's business. Our policy also seeks to foster a performance-oriented environment by directly linking a
significant part of each executive officer's total compensation to short-term operating performance, long-term enterprise value, and, during 2009 and 2010, the Company's
successful reorganization in Chapter 11. The following compensation policies have been developed and implemented in order to ensure that the objectives of the compensation philosophy of the
Company are attained.

Total Compensation Should Be Competitive.Competitiveness of the Company's compensation is a significant factor considered in
establishing
compensation. The compensation of the executive officers was benchmarked against the Benchmark Companies and the Survey Benchmarks (each as described below). The Compensation Committee specified the
market median of the Benchmark Companies as the Company's competitive pay objective when establishing total compensation for the executive officers.

Alignment of Interests with GGP Stakeholders.Executive officers should act in the interests of all GGP stakeholders, including our
creditors and
stockholders. We believe that incentives aligning the interests of executive officers and GGP stakeholders provide proper motivation for enhancing value to all stakeholders.

Compensation Must Be Commensurate With the Employee's Value to the Company.Total compensation is higher for individuals with greater
responsibility
and greater ability to influence the Company's achievement of targeted results and stakeholder recoveries.

Compensation Must Be Transparent.Our compensation program is intended to be transparent and easily identifiable.

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Overview.In early 2009, the Compensation Committee and management began to consider changing the Company's compensation structure to
incentivize
employees and align employee goals with those of the Company's reorganization efforts. As a result of the Company's entry into Chapter 11, the decision was made to modify the existing CVA Plan
and, given the uncertainty related to equity incentives in a Chapter 11 environment, modify the form of the Company's long-term incentive compensation from equity to cash.

Engagement of Hewitt.The Company engaged Hewitt Associates, LLC ("Hewitt"), a
compensation committee
advisory firm, in May 2009 to assist with four principal tasks:



Benchmark Analysis.Compensation paid by the Benchmark Companies was a significant factor considered by the Compensation Committee in
establishing
compensation of the executive officers for 2009 and designing incentive compensation plans for 2009 and 2010. The compensation practices of the Benchmark Companies were reviewed to assess whether our
compensation practices were competitive in, and reasonable as compared to, the marketplace.

In
2009, the Benchmark Companies were 18 publicly-traded companies in the real estate industry, including ten which were used as Benchmark Companies in prior years and eight additional
companies included in the group recommended by Hewitt. The Compensation Committee agreed that the 2009 Benchmark Companies represent an appropriate peer group for benchmarking Company pay levels and
pay practices because the component companies are in the same industries as the Company. The "Benchmark Companies" are:



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The Compensation Committee also reviewed executive compensation data from real estate and general industry surveys from the following sources (the "Survey
Benchmarks"): Hewitt Total Compensation Measurement (TCM) Survey; NAREIT Compensation Survey; Mercer Real Estate Compensation Survey; US Mercer Benchmark
DatabaseExecutive Survey; and Watson Wyatt Data Services: Survey Report on Top Management Compensation.

The
actual and target salary, total cash compensation (base salary and short-term incentive compensation) and total direct compensation (total cash compensation and
long-term incentive compensation) for our executive officers were compared to the compensation paid by the Benchmark Companies, as well as companies included in the Survey Benchmarks.

In
addition, the Compensation Committee reviewed benchmarking data prepared by Hewitt regarding incentive compensation plans from companies involved in recent Chapter 11
proceedings. These companies were used to confirm the appropriate metrics and structures of incentive plans in restructuring organizations.

Modifications to Incentive Compensation Programs for 2009 and 2010.Hewitt reviewed the incentive compensation practices of the Company
and the
Benchmark Companies. Hewitt concluded that, from a market perspective, the Benchmark Companies had both short and long term incentive programs for their key employees. Therefore, Hewitt recommended
continuation of some form of the CVA Plan, the Company's short term incentive plan, as it was an essential part of employee compensation. Specifically, without the CVA Plan, the Company would fall
well below the market median for compensation paid to its executive officers. In addition, to remain competitive and ensure the alignment of key employees and stakeholders in the restructuring, Hewitt
recommended that the Company implement the KEIP to provide eligible employees long-term performance cash incentive opportunities in lieu of the Company's prior equity award practices.

After
receiving Hewitt's recommendations and proposals on modifying the CVA Plan and implementing the KEIP, management presented these recommendations to the Compensation Committee,
which authorized management to continue to develop the plans in consultation with various stakeholders in the Chapter 11 Cases, including the official unsecured creditors' committee, the
official equity committee and the United States Trustee.

The
Compensation Committee determined that implementing these employee incentive programs was important to create incentives based on meaningful defined financial goals to motivate the
Company's employees and executives to work hard and to undertake and deliver on important tasks to enhance the value of the Company. These incentive programs are designed to tie an employee's
incentive award with operating and financial performance, as well as, where applicable, value creation based on stakeholder recoveries. If none of the minimum performance goals are satisfied under the
modified CVA Plan (the "Modified CVA Plan") or the KEIP, then there is no payout under the applicable employee incentive program.

After
significant dialogue and negotiation with the various constituencies, the Compensation Committee and the full Board approved the Modified CVA Plan and the KEIP. The plans were
approved by the Bankruptcy Court in October 2009 based on the support and recommendation of the official unsecured creditors' committee, the official equity committee and the United States Trustee.

Role of Messrs. Metz and Nolan in Establishing Compensation.Messrs. Metz and Nolan play a significant role in the
compensation setting
process. The most significant aspects of their role include: recommending performance targets for the Company's CVA Plan, advising the Compensation Committee with respect to attainment of such
performance targets, evaluating the performance of the other executive officers and recommending the base salary and individual CVA and KEIP target incentive awards of the other executive officers.
Messrs. Metz and Nolan regularly participate in Compensation Committee meetings to provide this information.

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Conclusion.The Compensation Committee concluded that the payments of cash and grants of incentive awards to the NEOs discussed below
under "Elements
of Compensation" and the payments of cash and grants of incentive awards made to the other executive officers were reasonable and consistent with the Company's philosophy and policies for 2009.



The Compensation Committee designed each of the elements of compensation for executive officers to further the philosophy and policies
set forth above and to support and enhance the business strategy of the Company. Base salary is designed to provide a minimum level of guaranteed pay. Short-term incentives reward
short-term operating and financial performance, and long-term incentives align management interests with the interests of the stakeholders of the Company.

The
Compensation Committee does not have a formula for establishing a specified percentage of total compensation that each of the Company's elements of compensation should represent. In
addition, there is no formula for allocating between currently paid-out compensation and long-term compensation. However, when considering any individual element of an
executive officer's total compensation, the Compensation Committee took into consideration the aggregate amounts and mix of the executive officer's compensation as compared to the Benchmark Companies.

Base Salary.The base salaries for Messrs. Metz and Nolan were established pursuant to their October 2008 employment agreements.
These base
salaries are applicable until December 31, 2010, the expiration of the current term of the employment agreements.

In
light of the Company's financial situation in early 2009, the Company did not conduct its annual base wage adjustment process for all employees, nor did the Compensation Committee
perform its typical annual review of executive officer salaries. However, in July 2009, based on a review of the Benchmark Companies, Survey Benchmarks, and the recommendations of Messrs. Metz
and Nolan, it was determined that certain executive officer salaries should be adjusted in light of the desired total compensation result. Mr. Bayer was the only NEO affected by the adjustment
and his salary was revised from $500,000 to $600,000.

In
March 2010, Mr. Hoyt's salary was adjusted to $535,000 (from $710,000) when a new Executive Vice PresidentFinance was hired to undertake responsibilities which
include some that Mr. Hoyt, as interim Chief Financial Officer, previously undertook.

Cash Bonus Awards.Pursuant to their employment agreements, for service through October 25, 2009, Messrs. Metz and Nolan were
entitled
to fixed cash bonuses of $2,000,000 and $1,600,000, respectively,
payable quarterly in equal installments on each of February 2, 2009, May 2, 2009, August 2, 2009 and October 25, 2009. Messrs. Metz and Nolan both elected to reduce
their February 2, 2009 fixed cash bonus to one-half of the amount payable pursuant to their respective employment agreements in light of the Company's financial circumstances at the
time. Pursuant to their employment agreements, Messrs. Metz and Nolan were also entitled to discretionary cash bonuses of up to $1,000,000 and $800,000, respectively, payable in October 2009,
which the Compensation Committee determined to pay Messrs. Metz and Nolan in full based on the success of Messrs. Metz and Nolan in leading the Company through the restructuring process
while maintaining sound operations and performance.

From
and after October 26, 2009, pursuant to their employment agreements, Messrs Metz and Nolan were to participate in the Company's then applicable bonus plans in a manner
commensurate with their respective positions. However, under the Company's annual bonus plan, Messrs. Metz and Nolan could not participate in such plan until January 1, 2010. As a result,
following negotiations with the various stakeholders and approval of the Bankruptcy Court, in lieu of such participation,

12

---



Messrs. Metz
and Nolan received an additional prorated quarterly bonus payment of $364,130 and $291,304, respectively, for the period from October 26, 2009 through December 31,
2009.

Modified CVA Plan.The annual cash incentive has been and continues to be paid pursuant to the CVA Plan, which is designed to reward
participants for
their contribution to the achievement of annual corporate performance goals. Annual equity awards in connection with the CVA Plan were made for performance through 2007; however, such awards were
eliminated with respect to 2008 and later performance periods for all employees, including the NEOs.

The
Compensation Committee is authorized to designate participants in the CVA Plan and, in addition to our executive officers (other than Messrs. Metz and Nolan), approximately
2,700 of the Company's employees participated in the Modified CVA Plan in 2009. The establishment of the target incentive awards for the participating executive officers was broadly designed to
achieve aggregate market median compensation assuming 100% CVA Plan payout, based on a review of total compensation at the Benchmark Companies and Survey Benchmarks. The Compensation Committee and the
other stakeholders believe this is appropriate in light of the Company's Chapter 11 circumstances. The targets for Messrs. Metz and Nolan for 2010 and Messrs. Hoyt, Bayer and
Michaels for 2009 and 2010 are as follows:

Executive

Modified CVA Plan
Target Incentive Awards
(as a percent of base salary)Metz*


133
%Nolan*


128
%Hoyt


50
%Bayer


75
%Michaels


25
%


*Target
applicable to 2010 only.


The
Modified CVA Plan award for executive officers is equal to base salary times their target incentive award times the applicable payout percentage (see schedule below), subject to
discretionary adjustment by Messrs. Metz and Nolan based on individual executive officer performance. The payout percentage under the Modified CVA Plan is determined based on achievement of the
Company EBITDA target and using the payout curve illustrated below:

Modified CVA Plan Payouts

Performance Level (EBITDA)

Payout Percentage of CVA
Target OpportunityMaximum

109% and above

200% of TargetTarget

100%

100% of TargetLow Performance

92%

11.1% of TargetThreshold

91% or below

No Payout


For
NEOs (inclusive of, beginning in 2010, Messrs. Metz and Nolan), the Company performance target under the Modified CVA Plan is based on EBITDA, which is defined as NOI plus
property management revenue less corporate overhead (excluding restructuring costs) and capitalized costs. "NOI" means the aggregate operating revenues of the Company's and its subsidiaries' real
estate properties and master planned communities less the aggregate property and related expenses of such properties and communities (excluding interest, depreciation, amortization, reorganization and
extraordinary expenses, and impairment charges).

13

---



The
Company performance targets for 2009 were recommended by management, approved by the Compensation Committee, agreed to by the various stakeholders in the Chapter 11 Cases and
approved by the Bankruptcy Court. For 2009, target EBITDA was $2.116 billion, which was designed to reflect estimated Company performance so that the goal of providing market median
compensation would be achieved if Company performance met expectations. In 2009, the Company achieved EBITDA performance of 100.726% of target, resulting in an applicable payout percentage of 108.06%.

The
calculated awards under the Modified CVA Plan for 2009 were reviewed and modified based on each executive officer's relative individual performance at the recommendation of
Messrs. Metz and Nolan as follows:

Executive

CVA Award Based upon 2009
EBITDA Performance Level

Modified Award Based upon
CEO/COO AdjustmentHoyt

$383,613

$300,000Bayer

$486,270

$475,000Michaels

$324,180

$300,000


KEIP.The KEIP was designed to provide long-term incentive compensation for the duration of the Chapter 11 Cases. The NEOs,
including Messrs. Metz and Nolan, are included in the 46 employees eligible to participate in the KEIP. These 46 participants were chosen either because they are essential to the
Company's operations or integral to the bankruptcy reorganization process and/or creating long-term enterprise value.

KEIP
target opportunities were broadly designed to provide median aggregate market compensation on a two-year annualized basis, assuming Chapter 11 plan recoveries are
at the "Objective 1" level in the "KEIP Payouts" chart below. The KEIP target opportunities for the NEOs are:

Executive

KEIP Target Incentive Awards
(as a percent of base salary)Metz


225
%Nolan


200
%Hoyt*


99.35
%Bayer


125
%Michaels


40
%


*Mr. Hoyt's
KEIP target opportunity was revised from 75% to 99.35% in March 2010 to maintain his original participation level in the KEIP
notwithstanding the change in his base salary.


The
KEIP payout formula is based on plan recoveries in the Chapter 11 Cases to all unsecured creditors and third party equity holders of General Growth Properties, Inc., GGP
Limited Partnership, GGPLP L.L.C., and The Rouse Company Limited Partnership (collectively, the "Parent Level Debt and Equity"). The payout opportunity
increases as recoveries increase and, therefore, maximizes enterprise value creation. The KEIP performance metrics are the recovery value to the Parent Level Debt and Equity based on the value in the
plan of reorganization calculated on emergence from bankruptcy (the "Plan Recovery Value"), and based on the market value of the consideration
distributed to the Parent Level Debt and Equity 90 days after emergence from bankruptcy (the "Market Recovery Value"). Each of these performance
metrics is then applied to the executive officers' KEIP target opportunities using a
payout curve to calculate their payouts under the KEIP. The executive officers' payouts will be based 40% on the Plan Recovery Value and 60% on the Market Recovery Value.

Payout
level under the KEIP are determined based on the plan recovery metrics using a payout curve with a threshold level and no maximum, as illustrated in the chart below. Payout levels
will be

14

---



interpolated
between the illustrated threshold and objective levels and above based upon the payout curve. As shown below, after an 85% recovery has been reached, every increase of 10% in the recovery
percentage yields an increase of 100% in the payout percentage. If, pursuant to the plan of reorganization, the Parent Level Debt is paid in full in cash and the Parent Level Equity receives no
distribution, the recovery percentage would be 100%. Payout percentages will continue to increase beyond the highest objective level shown at the same rate if achieved recovery percentages are greater
than 105%. A recovery percentage above 100% would be the result of a distribution pursuant to the plan of reorganization to the Parent Level Equity. Each one dollar per share distribution to the
Parent Level Equity results in a 4.86% increase in the recovery percentage, weighted between the Plan Recovery Value and the Market Recovery Value. The plan recovery of the KEIP was left without a
maximum to incentivize management to maximize the recovery to the Parent Level Debt and Equity. Maximum payout levels under the KEIP are not determinable at this time.

KEIP Payouts

Recovery Percentage
Calculated Using Plan
Recovery Value & Market
Recovery Value

Payout Percentage of KEIP
Target OpportunityThreshold

45% or below

No PayoutLow Performance

46%

5% of TargetObjective 1

65%

100% of TargetObjective 2

85%

200% of TargetObjective 3

95%

300% of TargetObjective 4

105%

400% of TargetUncapped

â

â


In
addition to the plan recovery metrics based on Plan Recovery Value and Market Recovery Value, there is an emergence incentive pool specifically designed to incentivize executive
officers and other KEIP participants to expeditiously emerge from Chapter 11 as set forth in the table below. This pool will be allocated by the Compensation Committee, if applicable. All KEIP
participants are eligible for a distribution from the pool, including the NEOs.

Emergence Date

PoolJune 30, 2010 or earlier

$10 millionJuly 1, 2010 to September 30, 2010

$5 millionOctober 1, 2010 or later

$0


All
payments under the KEIP are to be made in cash promptly upon satisfaction of the relevant payment conditions.

Equity Awards.Periodic discretionary grants of stock, stock options and restricted stock under the 2003 Plan were previously an
important element of
our executive compensation program; however, no discretionary equity awards were made in 2009. The Compensation Committee does not expect to make equity awards to the NEOs prior to the Company's
emergence from bankruptcy. As discussed above, the KEIP is intended to replace our historic equity grants for 2009 and 2010.



The Company does not have an executive officer stock ownership policy or guideline specifying any targeted ownership levels for
executive officers. The Company's insider trading policy prohibits aggressive or speculative transactions with respect to the Company's securities, including short sales and the purchase or writing of
put or call options. In addition, under the policy employees may not pledge

15

---



or
otherwise use Company securities as collateral for a margin loan or any other loan where the obligation to repay such loan is affected by the value of the Company's securities.



The Company provides no defined benefit pension benefits or supplemental pension benefits to executive officers.



Except in very limited circumstances, our executive officers do not receive perquisites or other benefits that are not available to all
of our employees.



If the Company terminates either Mr. Metz's or Mr. Nolan's employment without "cause" during the term of the employment
agreements, then the terminated executive is eligible (subject to execution of a release in favor of the Company) to receive a lump sum severance payment equal to the executive's base salary through
the end of the term and continuation of medical and dental benefits for the remainder of the term. The employment agreements also provide for a
gross-up payment for certain excise taxes under Section 4999 of the Internal Revenue Code, subject to stated limits in the agreements.

The
Company does not have any employment contracts, severance agreements, or change-in-control agreements with any other NEOs.



Section 162(m).The Compensation Committee has considered the anticipated tax treatment to the Company and our executive officers
of various
payments and benefits.

The
Committee has determined not to limit executive compensation to that deductible under Section 162(m) of the Internal Revenue Code. The Compensation Committee will monitor the
impact to the Company and consider whether any changes in the Company's programs are warranted. However, the Compensation Committee may continue to approve compensation that does not meet the
requirements of Section 162(m) if necessary to ensure competitive levels of total compensation for the executive officers.

Compensation Committee Report

We, the undersigned members of the Compensation Committee, have reviewed and discussed the foregoing Compensation Discussion and
Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment
to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.

Respectively submitted by the Compensation Committee,Alan Cohen (Chair)
John Haley
John Riordan


16

---



Compensation Committee Interlocks and Insider Participation

During all or part of the year ending December 31, 2009, William Ackman, Alan Cohen, John Riordan, Glenn Rufrano and Beth
Stewart served as members of the Company's Compensation Committee. John Haley joined the Compensation Committee on March 18, 2010. None of these directors is or has been an officer or an
employee of the Company. In addition, during 2009, none of the Company's executive officers served on the board of directors or compensation committee (or committee performing equivalent functions) of
any other company that had one or more executive officers serving on the Board or Compensation Committee.

Summary of Cash and Certain Other Compensation

The following tables set forth information regarding the compensation of the NEOs, who are our Chief Executive Officer, Chief Financial
Officer and our three other most highly compensated officers, during the year ended December 31, 2009.

Summary Compensation Table

Name and Principal Position

Year

Salary
($)(1)

Bonus
($)

Stock
Awards
($)(2)

Option
Awards
($)(2)

Non-Equity
Incentive Plan
Compensation
($)(3)

All Other
Compensation
($)

Total
($)Adam Metz


2009

$
1,557,692

$
3,114,130
(4)









$
43,622
(5)
$
4,715,444Chief Executive Officer


2008

$
230,769




$
63,870
(5)
$
1,938,000




$
213,147
(5)
$
2,445,7862007







$
90,345
(5)






$
77,000
(5)
$
167,345Edmund Hoyt


2009

$
741,346










$
300,000

$
12,250
(7)
$
1,053,596Interim Chief Financial


2008

$
485,000




$
149,622




$
105,010

$
15,478
(7)
$
755,110Officer


2007

$
390,000

$
50,000
(6)



$
466,089

$
198,508

$
11,250
(7)
$
1,115,847Joel Bayer


2009

$
578,846










$
475,000

$
12,250
(8)
$
1,066,096Senior Vice President and


2008

$
500,000




$
161,850




$
94,830

$
16,071
(8)
$
772,751Chief Investment Officer


2007

$
486,000







$
164,983

$
247,372

$
11,250
(8)
$
909,605Robert Michaels


2009

$
1,269,231










$
300,000

$
12,250
(9)
$
1,581,481Vice Chairman


2008

$
1,200,000




$
127,235




$
125,000

$
32,578
(9)
$
1,484,8132007

$
1,000,000

$
1,000,000
(6)



$
1,391,802

$
508,996

$
51,893
(9)
$
3,952,691Thomas Nolan, Jr.


2009

$
1,298,077

$
2,491,304
(4)









$
113,080
(10)
$
3,902,461President and Chief


2008

$
192,308




$
63,870
(10)
$
1,550,400




$
135,547
(10)
$
1,942,125Operating Officer


2007







$
90,345
(10)






$
77,500
(10)
$
167,845


(1)These
amounts reflect the 27 pay periods in 2009 plus an amount equal to one week of compensation for each of Messrs. Hoyt, Bayer and Michaels, as a
result of the termination, by the Company, of a vacation accrual plan.(2)These
amounts represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards and options pursuant to the Company's
1993 Plan, 1998 Incentive Stock Plan ("1998 Plan") and 2003 Plan.(3)Non-Equity
Incentive Plan Compensation represents amounts earned under the CVA Plan for the year shown that are paid in the following year. See
the above "Compensation Discussion and Analysis" for a description of the CVA Plan.(4)These
amounts represent cash bonus payments pursuant to employment agreements.(5)The
"Stock Awards" amounts relate to restricted stock grants that Mr. Metz received as a non-employee director. The "All Other
Compensation" amount for 2009 represents the sum of the Company's 401(k) matching contribution ($12,250) and amounts paid by the Company for medical insurance for Mr. Metz and his family that
Mr. Metz had in place prior to joining the Company ($31,372). The "All Other Compensation" amount for 2008 represents the sum of the Company's 401(k) matching contribution ($5,769) and the sum
of fees that Mr. Metz received as a non-employee director ($207,378). The "All Other Compensation" amount for 2007 represents the sum of fees that Mr. Metz received as a
non-employee director.(6)These
amounts represent cash bonuses earned for the year shown that were paid in the following year.(7)This
amount represents the sum of the Company's 401(k) matching contribution ($12,250 in 2009, $11,250 in 2008, and $11,250 in 2007). The amount for 2008
also includes the sum of dividends on restricted stock ($4,228).


17

---



(8)This
amount represents the Company's 401(k) matching contribution ($12,250 in 2009, $11,500 in 2008, and $11,250 in 2007). The amount for 2008 also includes
the sum of dividends on restricted stock ($4,571).(9)This
amount represents the Company's 401(k) matching contribution ($12,250 in 2009, $11,500 in 2008, and $11,250 in 2007), the sum of dividends on
restricted stock ($3,569 in 2008 and $15,332 in 2007) and reimbursements of certain travel expenses deemed to be personal expenses ($17,509 in 2008 and $25,311 in 2007).(10)The
"Stock Awards" amounts relate to restricted stock that Mr. Nolan received as a non-employee director. The "All Other Compensation"
amount for 2009 represents the sum of the Company's 401(k) matching contribution ($12,250) and relocation expenses ($100,830). The "All Other Compensation" amount for 2008 represents the sum of the
Company's 401(k) matching contribution ($4,808) and the sum of fees that Mr. Nolan received as a non-employee director ($130,739). The "All Other Compensation" amount for 2007
represents the sum of fees that Mr. Nolan received as a non-employee director.


Plan Based Awards

The following table provides information on incentive awards made to the NEOs in 2009. These incentive awards were made pursuant to the
Modified CVA Plan and the KEIP, which are both described above under "Compensation Discussion and Analysis" in Item 11. No equity awards were made to the NEOs in 2009.

In
the following table, threshold, target and maximum estimated possible payouts are provided. Under the terms of the Modified CVA Plan, no payments will be made if the performance
target achievement level is 91% or below. As a result, the threshold payout under the Modified CVA Plan in the following table is estimated assuming a 92% performance level, the lowest whole
percentage at which payment would be made under the plan. The target payout is estimated assuming a 100% performance level, while the maximum payout is estimated assuming a performance level of 109%
or above (resulting in a payment of 200% of the executive's target award, which is the cap on potential awards under the Modified CVA Plan). All three payout scenarios assume that no discretion is
exercised to increase or decrease the executive's payout.

For
potential payouts under the KEIP in the following table, threshold awards are estimated assuming a 46% plan recovery percentage, the lowest whole percentage at which payments will be
made under the KEIP. Target award estimates assume a 65% plan recovery percentage, which is the performance level at which 100% of the target payouts are due. Because payments under the KEIP are not
capped, no estimates of maximum payout amounts are included.

2009 Grants of Plan-Based Awards

Estimated Possible Payouts Under
Non-Equity Incentive Plan AwardsName

Grant Date

Threshold ($)

Target ($)

Maximum ($)Adam Metz


7/28/2009
(1)
$
168,750

$
3,375,000


uncappedEdmund Hoyt


7/28/2009
(2)
$
39,405

$
355,000


$710,0007/28/2009
(1)
$
26,576

$
531,523


uncappedJoel Bayer


7/28/2009
(2)
$
49,950

$
450,000


$900,0007/28/2009
(1)
$
37,500

$
750,000


uncappedRobert Michaels


7/28/2009
(2)
$
33,300

$
300,000


$600,0007/28/2009
(1)
$
24,000

$
480,000


uncappedThomas Nolan, Jr


7/28/2009
(1)
$
125,000

$
2,500,000


uncapped


(1)Incentive
award under the KEIP.(2)Incentive
award under the Modified CVA Plan for 2009. Note that actual amounts paid under the Modified CVA Plan for 2009 are set forth above in the Summary
Compensation Table.


18

---



Outstanding Equity Awards at Fiscal Year-End

The following table provides information on outstanding stock options and restricted stock held by the NEOs at December 31,
2009.

Outstanding Equity Awards at 2009 Fiscal Year-End Table

Option Awards

Stock AwardsName

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares of
Stock That
Have Not
Vested (#)

Market
Value of
Shares of
Stock That
Have Not
Vested
($)(1)Adam Metz














500
(2)
$
5,7801,000,000




$
3.73


11/3/2013
(3)




Edmund Hoyt














3,171

$
36,65775,000




$
35.41


02/9/2010
(4)




20,000


5,000

$
50.47


02/6/2011
(4)







15,014

$
50.47


02/6/2011
(5)




18,000


12,000

$
65.81


2/22/2012
(4)







13,819

$
65.81


2/22/2012
(6)




Joel Bayer














3,429

$
39,63910,000




$
35.41


02/9/2010


18,917

$
50.47


02/6/2011
(5)


17,292

$
65.81


2/22/2012
(6)Robert Michaels














2,677

$
30,946120,000




$
35.41


2/09/2010
(4)




300,000




$
50.47


2/06/2011
(4)







34,317

$
50.47


2/06/2011
(5)




100,000




$
65.81


2/22/2012


33,613

$
65.81


2/22/2012
(6)




Thomas Nolan, Jr.














500
(2)
$
5,7807,500




$
34.75


4/1/2010
(2)2,500




$
47.26


1/3/2011
(2)800,000




$
3.73


11/3/2013
(3)


(1)This
amount represents the value of the shares of common stock that have not vested based on the closing price per share of our common stock on
December 31, 2009 ($11.56).(2)The
award relates to compensation Messrs. Metz or Nolan previously received as a director of the Company and does not relate to any compensation as
an officer or employee of the Company.(3)The
option grants listed were issued in connection with Messrs. Metz and Nolan's employment agreements and vested in full on October 25, 2009.(4)The
option grant listed was granted pursuant to either the 1993 Plan or the 2003 Plan and vests in increments of one-fifth on each of the grant
date and the first through the fourth anniversaries of the grant date.(5)The
option grant listed represents TSOs granted pursuant to the 1998 Plan which vest if shares of our common stock attain and sustain a threshold market
price of $70.79 per share for at least 20 consecutive trading days at any time over the five years following the date of grant.(6)The
option grant listed represents TSOs granted pursuant to the 1998 Plan which vest if shares of our common stock attain and sustain a threshold market
price of $92.30 per share for at least 20 consecutive trading days at any time over the five years following the date of grant.


19

---






Option Exercises and Stock Vested

The following table provides information on restricted stock that vested under all plans during 2009 by each of the NEOs during 2009.
There were no option exercises by any of the NEOs during 2009.

2009 Option Exercises and Stock Vested Table

Stock AwardsName

Number of Shares
Acquired on Vesting (#)

Value Realized on
Vesting ($)(1)Adam Metz

1,000(2)

$1,045Edmund Hoyt

1,057

$447Joel Bayer

1,142

$490Robert Michaels

892

$455Thomas Nolan, Jr.

1,000(2)

$1,045


(1)This
amount represents the closing price per share of our common stock on the vesting date, multiplied by the number of shares vested.(2)The
restricted shares which vested in 2009 all relate to compensation Messrs. Metz and Nolan previously received as directors of the Company and do
not relate to any compensation as officers or employees of the Company.


Change in Control Payments

None of our NEOs are entitled to payment of any benefits upon a change in control of GGP, except that our 1993 Plan, 1998 Plan and 2003
Plan each provide that upon a change in control all unvested restricted stock and unvested options shall immediately become vested (unless the Compensation Committee determines otherwise).

As
of December 31, 2009, the NEOs hold the following shares of unvested restricted stock and unvested options that would become vested upon a change in control. The unrealized
value of the shares of unvested restricted stock and the unvested options was calculated by multiplying the closing price per share of our common stock on December 31, 2009 ($11.56) times the
number of shares of unvested restricted stock. No value was ascribed to unvested options because the applicable exercise prices exceeded the closing price per share of our common stock on
December 31, 2009.

20

---





Unvested Restricted Stock and Options Table

Name

Number of
Shares
Underlying
Unvested
Restricted
Stock (#)

Number of
Shares
Underlying
Unvested
Options (#)

Unrealized Value
of Unvested Stock
and Options ($)Adam Metz


500
(1)



$
5,780Edmund Hoyt


3,171


45,833

$
36,657Joel Bayer


3,429


36,209

$
39,639Robert Michaels


2,677


67,930

$
30,946Thomas Nolan, Jr.


500
(1)



$
5,780


(1)These
restricted shares relate to compensation Messrs. Metz and Nolan previously received as directors of the Company and do not relate to any
compensation as officers or employees of the Company.


Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plans

The following table sets forth certain information with respect to shares of our common stock that may be issued under our equity
compensation plans as of December 31, 2009.

Plan Category

(a)
Number of securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights

(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights

(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))Equity compensation plans approved by security holders(1)


4,407,025

$
53.82


4,309,195
(2)Equity compensation plans not approved by security holders(3)


1,800,000

$
3.73


n/a6,207,025

$
39.29


4,309,195


(1)Includes
shares of common stock under the 1993 Stock Incentive Plan (which terminated on April 4, 2003), the 1998 Incentive Stock Plan (which
terminated December 31, 2008) and the 2003 Incentive Stock Plan.(2)Reflects
shares of common stock available for issuance under the 2003 Incentive Stock Plan.(3)Represents
shares of common stock under employment agreements dated November 2, 2008 with Adam S. Metz, the Company's Chief Executive Officer, and
Thomas H. Nolan, Jr. the Company's President and Chief Operating Officer (the "Agreements"). Pursuant to the Agreements, the Company granted each of Messrs. Metz and Nolan an employment
inducement award of options to acquire 1,000,000 and 800,000 shares, respectively, of the Company's common stock (the "Option Grants"). The Option Grants were awarded in accordance with the Exchange
employment inducement grant exemption and were therefore not awarded under any of the Company's stockholder approved equity plans. These stock options have an exercise price equal to the closing


21

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price
of the Company's common stock on November 3, 2008 and vested in their entirety on October 25, 2009.


Stock Ownership

The following two tables set forth information regarding beneficial ownership of our common stock by certain persons. The information
presented in these tables is based upon the most recent filings with the SEC by these persons or upon other information that they have provided to us. Beneficial ownership is determined according to
the rules of the SEC and generally includes any shares over which a person possesses sole or shared voting or investment power and
options that are currently exercisable or exercisable within 60 days. Unless otherwise noted, we believe that the beneficial owners of common stock listed below have sole voting and investment
power for all shares shown. The tables list the applicable percentage ownership based on 317,306,922 shares of common stock outstanding as of April 15, 2010. Shares of common stock subject to
options currently exercisable or exercisable within 60 days of April 15, 2010 are deemed outstanding for the purpose of calculating the percentage ownership of the person holding these
options, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person.



The following table sets forth, as of April 15, 2010, certain information concerning each stockholder who is known by us to
beneficially own more than 5% of our outstanding common stock.

Name and Address

Number of Shares
Beneficially Owned

Approximate
Percent of ClassGeneral Trust Company, as trustee


66,888,612
(1)

20.9
%M.B. Capital Partners IIIM.B. Capital Units L.L.C.300 North Dakota Avenue
Suite 202
Sioux Falls, South Dakota 57104Elliott Associates, L.P and affiliates


16,738,695
(2)

5.3
%712 Fifth Avenue
36th Floor
New York, NY 10019Morgan Stanley


16,000,020
(3)

5.0
%Morgan Stanley Capital Services Inc.1585 Broadway
New York, NY 10036Pershing Square Capital Management, L.P. and affiliates


23,953,782
(4)

7.5
%888 Seventh Avenue, 42nd Floor
New York, NY 10019


(1)Based
on the holders' Schedule 13D/A dated March 5, 2009. The shares held by General Trust Company
("GTC") are held by GTC solely in its capacity as trustee of trusts, the beneficiaries of which are members of the Bucksbaum family which, for purposes
hereof, include the spouses and descendents of Martin, Matthew and Maurice Bucksbaum, including John Bucksbaum, Chairman of the Board of the Company. GTC is a general partner of M.B. Capital Partners
III ("M.B. Capital") and M.B. Capital is the sole member of M.B. Capital Units L.L.C. ("Units L.L.C.").
GTC has sole beneficial ownership of 10,368,092 shares of common stock. GTC, M.B. Capital and Units L.L.C. share beneficial ownership of 45,212,231 shares of common stock. GTC and M.B.


22

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Capital
share beneficial ownership of 56,520,520 shares of common stock. Included in the number of shares beneficially owned by GTC, M.B. Capital, and Units L.L.C. are 2,862,221 shares of common stock
issuable upon conversion of limited partnership units in GGP Limited Partnership, the Company's operating partnership (the "Operating Partnership"), as
described under "Certain Relationships and Related Party Transactions." The number of shares issuable upon conversion, as contained in the holder's Schedule 13D/A, has been adjusted to reflect
the change in the conversion ratio as a result of the Company's 2009 stock dividend. (2)Based
on the holder's Schedule 13G dated March 18, 2010, which reports the beneficial ownership of 16,738,695 shares. Elliott
Associates, L.P. ("Elliott") has sole power to vote and dispose of 6,886,300 of those shares. Elliott's wholly-owned subsidiaries, Elliott International, L.P. and Elliott International
Capital Advisors Inc., share the power to vote and dispose of 9,852,395 shares.(3)Based
on the holder's Schedule 13G dated February 12, 2010, which reports the beneficial ownership of 16,000,020 shares, with sole power to
vote and dispose of all such shares.(4)Based
on holder's Schedule 13D/A dated April 2, 2010, which reports beneficial ownership of 23,953,782 shares. Pershing Square Capital
Management, L.P. ("PSCM"), PS Management GP, LLC ("PSMGP") and William A. Ackman ("Ackman") share the power to vote 23,953,782 shares and Pershing Square GP, LLC ("PSGP")
shares the power to vote 8,601,425 of those shares along with PSCM, PSMGP and Ackman. PSCM, PSMGP and Ackman share power to dispose of all 23,953,782 shares and PSGP shares the power to dispose of
only 8,601,425 along with PSCM, PSMGP and Ackman. The holder's Schedule 13D/A further discloses that these reporting persons also have additional economic exposure to approximately 54,907,669
shares under certain cash-settled total return swaps, bringing their aggregate economic exposure to 78,861,451 shares of common stock.


Equity Ownership of Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 15, 2010
by each of our directors, each of the NEOs and all of our directors and executive officers as a group.

Directors and Executive Officers

Number of Shares
Beneficially Owned

Approximate
Percent of ClassJohn Bucksbaum


2,691,823
(1)(2)

*Debra Cafaro


10,000


*Alan Cohen


24,082
(3)

*Anthony Downs


59,669
(3)(4)

*John Haley


10,116


*Adam Metz


1,096,389
(3)

*Thomas Nolan


819,673
(3)

*John Riordan


24,233
(3)

*Sheli Rosenberg


10,000
(3)

*Beth Stewart


18,509
(3)

*Edmund Hoyt


103,528
(3)

*Joel Bayer


51,685
(3)

*Robert Michaels


598,593
(3)(5)

*All directors and executive officers as a group (17 persons)


5,932,293
(6)

1.9
%


*Represents
less than 1% of our outstanding common stock.


23

---



(1)This
amount does not include shares of common stock beneficially owned by General Trust Company, M.B. Capital Partners III, or M.B. Capital Units L.L.C.
(see "Common Stock Ownership of Certain Beneficial Owners" above).(2)This
amount includes: 20,859 shares of commons stock beneficially owned by Mr. Bucksbaum's spouse; 805,388 shares of common stock beneficially owned
by the Matthew and Carolyn Bucksbaum Family Foundation, of which Mr. Bucksbaum is a director and officer; 866,115 shares of common stock beneficially owned (including 138,284 shares issuable
upon conversion of Operating Partnership units) by Mr. Bucksbaum's father, Matthew Bucksbaum (a former director and officer of the Company); and 43,688 shares of common stock beneficially owned
(including 25,350 shares issuable upon conversion of Operating Partnership units) by Mr. Bucksbaum's mother. Mr. Bucksbaum disclaims beneficial ownership of all shares referenced in the
preceeding sentence.(3)This
amount includes shares of our common stock that such person has the right to acquire within 60 days after April 15, 2010 pursuant to
stock options awarded under our incentive stock plans. These amounts are as follows: Mr. Cohen, 2,539 shares; Mr. Downs, 2,539 shares; Mr. Metz, 1,015,761 shares;
Mr. Nolan, 815,147 shares; Mr. Riordan, 2,539 shares; Ms. Stewart, 2,539 shares; Mr. Hoyt, 49,772 shares; and Mr. Michaels, 406,304 shares. This amount also includes
shares of restricted stock which have not vested as of April 15, 2010 and of which the holder has the right to vote but not the right to dispose. These amounts are as follows:
Ms. Cafaro: 6,667; Mr. Cohen: 7,167; Mr. Downs: 7,167; Mr. Haley: 6,667; Mr. Metz: 500; Mr. Nolan: 500; Mr. Riordan: 7,167;
Ms. Rosenberg: 6,667; Ms. Stewart: 7,167; Mr. Hoyt: 2,114; Mr. Bayer: 2,286 and Mr. Michaels: 1,785.(4)This
amount includes 10,404 shares beneficially owned by Mr. Downs as trustee of a trust for the benefit of his spouse.(5)This
amount includes 1,200 shares of common stock beneficially owned by Mr. Michaels' spouse as trustee for the benefit of their grandchildren.(6)This
amount includes an aggregate of 2,596,689 shares of common stock that our directors and executive officers have the right to acquire within
60 days after April 15, 2010 pursuant to stock options awarded under our incentive stock plans, 163,634 shares issuable upon conversion of Operating Partnership units beneficially owned
by Mr. Bucksbaum's parents and 80,347 shares of restricted stock which have not vested as of April 15, 2010 and of which the holder has the right to vote but not the right to dispose.


Item 13.Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions Policy

Our Related Party Transactions Policy is designed to assist with the proper identification, review and disclosure of related party
transactions. Under this policy, management of the Company is required to disclose to the Audit Committee any transaction between the Company and related parties, and the Audit Committee is
responsible for reviewing and approving them. The Audit Committee may only approve a transaction between the Company and a related party if the transaction is on terms that are comparable to terms the
Company could obtain in an arm's length transaction with an unrelated third party, and either the term of the transaction does not exceed one year or the Company can terminate the agreement evidencing
the transaction upon reasonable notice to the related party. A related party for purposes of this policy means:



24

---





This
policy does not apply to transactions of a type in which all Company employees may participate, a transaction that involves compensation for services rendered to the Company as an employee or
director, or a transaction that involves the conversion or redemption of outstanding interests in the Operating Partnership.

Certain Relationships and Related Party Transactions

The Company is the general partner of the Operating Partnership, and is currently the owner of approximately 96% of the partnership
interests in the Operating Partnership. Several entities, the owners or beneficiaries of which are members of the Bucksbaum family (including John Bucksbaum) are limited partners of the Operating
Partnership which currently own, in the aggregate, approximately 1% of the partnership interest in the Operating Partnership. This interest is convertible into 3,025,856 shares of our common
stock. In addition, on January 2, 2009, one of these entities converted a majority of its limited partnership interest into 42,350,000 shares of our common stock.

Director Independence

The Board consists of ten directors, a majority of which are independent within the meaning of the listing standards of the New York
Stock Exchange (the "NYSE"). The Board
affirmatively determined that each of the following directors, Debra Cafaro, Alan Cohen, Anthony Downs, John Haley, John Riordan, Sheli Rosenberg and Beth Stewart, is independent within the meaning of
the NYSE listing standards. The Board reviewed all relevant information and concluded that none of the directors listed above possess any of the bright-line relationships set forth in the
NYSE listing standards that prevent independence, nor do they possess any other relationship with the Company (either directly or as a partner, significant shareholder or officer of an organization
that has a relationship with the Company), other than Board membership.

Item 14.Principal Accounting Fees and Services

Auditor Fees and Services

The following table presents the fees paid by the Company to its independent auditors, Deloitte & Touche LLP, for the
audits of the Company's consolidated financial statements for the fiscal years ended December 31, 2008 and 2009 and fees billed for other services rendered by Deloitte &
Touche LLP and its affiliates for those periods. Audit services consisted principally of the audits of the Company's annual financial statements and internal controls over financial reporting,
audits of certain affiliates of the Company, including The Rouse Company LP, reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q,
consents and other services related to SEC matters. Audit-related services consisted principally of audits in connection with operating expense audits required by tenants of several of the Company's
properties. Tax services consisted principally of preparation and compliance.

2008

2009Audit Fees

$
3,954,700

$
3,997,750Audit-Related Fees

$
15,000


Tax Fees

$
488,050

$
511,807


25

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Audit Committee's Pre-Approval Policies and Procedures

The Audit Committee charter requires the Audit Committee to pre-approve all auditing services and permitted
non-audit services (including the fees and terms associated with such services) to be provided by the Company's independent auditors, subject to certain de minimis exceptions for
non-audit services which are approved by the Audit Committee prior to the completion of the audit. Pre-approval is typically provided at regularly scheduled Audit Committee
meetings, but the Audit Committee has delegated to its Chair the authority to grant pre-approval for specified matters between meetings as necessary, provided the matter is then presented
to the full Audit Committee at the next scheduled meeting. The Audit Committee has granted pre-approval for routine and recurring audit, non-audit and tax services, in each
case with fees less than $10,000, so long as the services are directly related to the performance of specifically pre-approved services and the performance and cost of each such service is
promptly reported to the Audit Committee. Under the policies adopted by the Audit Committee, if the invoice for a previously approved service materially exceeds the estimated fee or range of fees, the
Committee or its Chair must approve such excess amount prior to payment of the invoice and the Company's independent auditors have been informed of this policy.

In
pre-approving the services generating fees in 2009, the Audit Committee has not relied on the de minimis exception to the SEC pre-approval requirements
applicable to audit related, tax and all other permitted non-audit services.

26

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

GENERAL GROWTH PROPERTIES, INC./s/ EDMUND HOYT Edmund Hoyt Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)


Date:
April 30, 2010

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Signature

Title

Date* John Bucksbaum

Director and Chairman of the Board

April 30, 2010* Adam Metz

Director and Chief Executive Officer
(Principal Executive Officer)

April 30, 2010* Thomas Nolan, Jr.

Director, President and Chief
Operating Officer

April 30, 2010Debra Cafaro

Director* Alan Cohen

Director

April 30, 2010* Anthony Downs

Director

April 30, 2010* John Haley

Director

April 30, 2010


27

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Signature

Title

Date* John Riordan

Director

April 30, 2010Sheli Rosenberg

Director* Beth Stewart

Director

April 30, 2010*By:

/s/ EDMUND HOYT Edmund Hoyt Attorney-in-fact


28

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EXHIBIT INDEX

3.1

Restated Certificate of Incorporation of General Growth Properties, Inc. filed with the Delaware Secretary of State on February 10, 2006 (previously filed as Exhibit 3.1 to the Annual Report on
Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).3.2

Second Amended and Restated Bylaws of General Growth Properties, Inc. (previously filed as Exhibit 3(ii).1 to the Current Report on Form 8-K dated November 18, 2008 which was filed with the SEC on
November 21, 2008).3.3

Certificate of Designations, Preferences and Rights of Increasing Rate Cumulative Preferred Stock, Series I filed with the Delaware Secretary of State on February 26, 2007 (previously filed as
Exhibit 3.3 to the Annual Report on Form 10-K for the year ended December 31, 2006 which was filed with the SEC on March 1, 2007).4.1

Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.2

Rights Agreement dated July 27, 1993, between General Growth Properties, Inc. and certain other parties named therein (previously filed as Exhibit 4.2 to the Annual Report on Form 10-K for the year
ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.3

Amendment to Rights Agreement dated as of February 1, 2000, between General Growth Properties, Inc. and certain other parties named therein (previously filed as Exhibit 4.3 to the Registration Statement
on Form 8-A12B which was filed with the SEC on March 3, 2010).4.4

Redemption Rights Agreement dated July 13, 1995, by and among GGP Limited Partnership (the "Operating Partnership"), General Growth Properties, Inc. and the persons listed on the signature pages thereof
(previously filed as Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.5

Redemption Rights Agreement dated December 6, 1996, among the Operating Partnership, Forbes/Cohen Properties, Lakeview Square Associates, and Jackson Properties (previously filed as Exhibit 4.5 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.6

Redemption Rights Agreement dated June 19, 1997, among the Operating Partnership, General Growth Properties, Inc., and CA Southlake Investors, Ltd. (previously filed as Exhibit 4.6 to the Annual
Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.7

Redemption Rights Agreement dated October 23, 1997, among General Growth Properties, Inc., the Operating Partnership and Peter Leibowits (previously filed as Exhibit 4.7 to the Annual Report on
Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.8

Redemption Rights Agreement dated April 2, 1998, among the Operating Partnership, General Growth Properties, Inc. and Southwest Properties Venture (previously filed as Exhibit 4.8 to the Annual Report
on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).


29

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4.9

Redemption Rights Agreement dated July 21, 1998, among the Operating Partnership, General Growth Properties, Inc., Nashland Associates, and HRE Altamonte, Inc. (previously filed as Exhibit 4.9 to the
Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.10

Redemption Rights Agreement dated October 21, 1998, among the Operating Partnership, General Growth Properties, Inc. and the persons on the signature pages thereof (previously filed as Exhibit 4.10 to
the Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.11

Redemption Rights Agreement (Common Units) dated July 10, 2002, by and among the Operating Partnership, General Growth Properties, Inc. and the persons listed on the signature pages thereof (previously filed
as Exhibit 4.11 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008) .4.12

Redemption Rights Agreement (Series B Preferred Units) dated July 10, 2002, by and among the Operating Partnership, General Growth Properties, Inc. and the persons listed on the signature pages thereof
(previously filed as Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).4.13

Redemption Rights Agreement (Common Units) dated November 27, 2002, by and among the Operating Partnership, General Growth Properties, Inc. and JSG, LLC (previously filed as Exhibit 4.13 to the
Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC on February 27, 2009).4.14

Redemption Rights Agreement dated December 11, 2003, by and among the Operating Partnership, General Growth Properties, Inc. and Everitt Enterprises, Inc. (filed herewith).4.15

Redemption Rights Agreement dated March 5, 2004, by and among the Operating Partnership, General Growth Properties, Inc. and Koury Corporation (previously filed as Exhibit 4.15 to the Annual Report on
Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).4.16

Registration Rights Agreement dated April 15, 1993, between General Growth Properties, Inc., Martin Bucksbaum, Matthew Bucksbaum and the other parties named therein (previously filed as Exhibit 4.16 to
the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).4.17

Amendment to Registration Rights Agreement dated February 1, 2000, among General Growth Properties, Inc. and certain other parties named therein (filed herewith).4.18

Registration Rights Agreement dated April 17, 2002, between General Growth Properties, Inc. and GSEP 2002 Realty Corp (previously filed as Exhibit 4.18 to the Annual Report on Form 10-K for the
year ended December 31, 2007 which was filed with the SEC on February 27, 2008).4.19

Rights Agreement dated November 18, 1998, between General Growth Properties, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent (including the Form of Certificate of Designation of Series A Junior
Participating Preferred Stock attached thereto as Exhibit A, the Form of Right Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C) (previously filed as
Exhibit 4.19 to the Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).


30

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4.20

First Amendment to Rights Agreement dated as of November 10, 1999, between General Growth Properties, Inc. and Norwest Bank Minnesota, N.A. (previously filed as Exhibit 4.20 to the Annual Report on
Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).4.21

Second Amendment to Rights Agreement dated as of December 31, 2001, between General Growth Properties, Inc. and Mellon Investor Services, LLC, successor to Norwest Bank Minnesota, N.A. (previously filed
as Exhibit 4.6 to the Registration Statement on Form 8-A12B which was filed with the SEC on March 3, 2010).4.22

Third Amendment to Rights Agreement dated as of November 18, 2008, between General Growth Properties, Inc. and BNY Mellon Shareholder Services (previously filed as Exhibit 4.1 to the Current Report on
Form 8-K dated November 18, 2008 which was filed with the SEC on November 21, 2008).4.23

Letter Agreement concerning Rights Agreement dated November 10, 1999, between the Operating Partnership and NYSCRF (previously filed as Exhibit 4.22 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31, 2006).4.24

The Rouse Company and The First National Bank of Chicago (Trustee) Indenture dated as of February 24, 1995 (filed herewith).4.25

The Rouse Company LP, TRC Co-Issuer, Inc. and The Bank of New York Mellon Corporation (Trustee) Indenture dated May 5, 2006 (previously filed as Exhibit 4.24 to the Annual Report on Form 10-K
for the year ended December 31, 2006 which was filed with the SEC on March 1, 2007).4.26

Second Amended and Restated Credit Agreement dated as of February 24, 2006 among General Growth Properties, Inc., Operating Partnership and GGPLP L.L.C., as Borrowers; the several lenders from time to time
parties thereto; Banc of America Securities LLC, Eurohypo AG, New York Branch ("Eurohypo") and Wachovia Capital Markets, LLC, as Arrangers; Eurohypo, as Administrative Agent; Bank of America, N.A., and Wachovia Bank, National Association,
as Syndication Agents; and Lehman Commercial Paper, Inc., as Documentation Agent (previously filed as Exhibit 4.1 to the Current Report on Form 8-K dated February 24, 2006 which was filed with the SEC on March 2,
2006).4.27

Indenture, dated as of April 16, 2007, between the Operating Partnership and The Bank of New York Mellon Corporation (previously filed as Exhibit 4.1 to the Current Report on Form 8-K dated
April 16, 2007 which was filed with the SEC on April 19, 2007).10.1

Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated April 1, 1998 (the "LP Agreement") (previously filed as Exhibit 10.1 to the Annual Report on Form 10-K for
the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).10.2

First Amendment to the LP Agreement dated as of June 10, 1998 (previously filed as Exhibit 10.2 to the Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the
SEC on February 27, 2009).10.3

Second Amendment to the LP Agreement dated as of June 29, 1998 (previously filed as Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the
SEC on February 27, 2009).


31

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10.4

Third Amendment to the LP Agreement dated as of February 15, 2002 (previously filed as Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the
SEC on February 27, 2008).10.5

Amendment to the LP Agreement dated as of April 24, 2002 (previously filed as Exhibit 10.5 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC
on February 27, 2008).10.6

Fourth Amendment to the LP Agreement dated as of July 10, 2002 (previously filed as Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the
SEC on February 27, 2008).10.7

Amendment to the LP Agreement dated as of November 27, 2002 (previously filed as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the
SEC on February 27, 2009).10.8

Sixth Amendment to the LP Agreement and Exhibit A to the Amendment dated as of November 20, 2003 (filed herewith).10.9

Amendment to the LP Agreement and Exhibit A to the Amendment dated as of December 11, 2003 (filed herewith).10.10

Amendment to the LP Agreement dated March 5, 2004 (filed herewith).10.11

Amendment to the LP Agreement dated November 12, 2004 (filed herewith).10.12

Amendment to the LP Agreement dated September 30, 2006 (previously filed as Exhibit 10.12 to the Annual Report on Form 10-K for the year ended December 31, 2006 which was filed with the SEC on
March 1, 2007).10.13

Twelfth Amendment to the LP Agreement dated December 31, 2006 (previously filed as Exhibit 10.13 to the Annual Report on Form 10-K for the year ended December 31, 2006 which was filed with the
SEC on March 1, 2007).10.14

Second Amended and Restated Operating Agreement of GGPLP L.L.C. dated April 17, 2002 (the "LLC Agreement") (previously filed as Exhibit 10.14 to the Annual Report on Form 10-K for the year ended
December 31, 2007 which was filed with the SEC on February 27, 2008).10.15

First Amendment to the LLC Agreement dated April 23, 2002 (previously filed as Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC
on February 27, 2008).10.16

Second Amendment to the LLC Agreement dated May 13, 2002 (previously filed as Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC
on February 27, 2008).10.17

Third Amendment to the LLC Agreement dated October 30, 2002 (previously filed as Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the
SEC on February 27, 2009).10.18

Fourth Amendment to the LLC Agreement dated April 7, 2003 (previously filed as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC
on February 27, 2009).10.19

Fifth Amendment to the LLC Agreement dated April 11, 2003 (previously filed as Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC
on February 27, 2009).10.20

Sixth Amendment to the LLC Agreement dated November 12, 2004 (filed herewith).


32

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10.21

Operating Agreement dated November 10, 1999, between the Operating Partnership, NYSCRF, and GGP/Homart II L.L.C. (previously filed as Exhibit 10.20 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31, 2006).10.22

Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated November 22, 2002 (previously filed as Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006).10.23

Letter Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 (previously filed as Exhibit 10.22 to the Annual Report on Form 10-K for the year ended December 31, 2005
which was filed with the SEC on March 31, 2006).10.24

Second Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated January 31, 2003 (previously filed as Exhibit 10.23 to the Annual Report on Form 10-K for the year ended December 31, 2005
which was filed with the SEC on March 31, 2006).10.25

Third Amendment to the Operating Agreement of GGP/Homart II L.L.C. dated February 8, 2008 (previously filed as Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2007
which was filed with the SEC on February 27, 2008).10.26

Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated August 26, 2002, between the Operating Partnership, Teachers' Retirement System of the State of Illinois and GGP-TRS L.L.C. (previously filed as
Exhibit 10.24 to the Annual Report on Form 10-K for the year ended December 31, 2005 which was filed with the SEC on March 31, 2006).10.27

First Amendment to Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated December 19, 2002 (previously filed as Exhibit 10.25 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31, 2006).10.28

Second Amendment to Amended and Restated Operating Agreement of GGP-TRS L.L.C. dated November 1, 2005 (previously filed as Exhibit 10.26 to the Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31, 2006).10.29
*
Summary of Non-Employee Director Compensation Program (previously filed as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on
March 1, 2010).10.30

Contingent Stock Agreement, effective January 1, 1996, by The Rouse Company and in favor of and for the benefit of the Holders and the Representatives (as defined therein) (previously filed as Exhibit 10.30
to the Annual Report on Form 10-K for the year ended December 31, 2007 which was filed with the SEC on February 27, 2008).10.31

Assumption Agreement dated October 19, 2004 by General Growth Properties, Inc. and The Rouse Company in favor of and for the benefit of the Holders and the Representatives (as defined therein) (previously
filed as Exhibit 99.2 to the Registration Statement on Form S-3/A (No. 333-120373) which was filed with the SEC on December 23, 2004).10.32

Indemnity Agreement dated as of February 2006 by the Company and The Rouse Company, LP. (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2006 which was filed with the SEC on May 10, 2006).10.33
*
General Growth Properties, Inc. 1998 Incentive Stock Plan, as amended (filed herewith).


33

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10.34
*
Amendment dated November 8, 2006 and effective January 1, 2007 to General Growth Properties, Inc. 1998 Incentive Stock Plan (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2006 which was filed with the SEC on November 8, 2006).10.35
*
Form of Option Agreement pursuant to 1998 Incentive Stock Plan (filed herewith).10.36
*
General Growth Properties, Inc. Second Amended and Restated 2003 Incentive Stock Plan, effective December 18, 2008 (previously filed as Exhibit 10.36 to the Annual Report on Form 10-K for the year
ended December 31, 2008 which was filed with the SEC on February 27, 2009).10.37
*
Amendment to General Growth Properties, Inc. Second Amended and Restated 2003 Incentive Stock Plan, effective March 1, 2010 (filed herewith).10.38
*
Form of Option Agreement pursuant to Second Amended and Restated 2003 Incentive Stock Plan (filed herewith).10.39
*
Form of Employee Restricted Stock Agreement pursuant to Second Amended and Restated 2003 Incentive Stock Plan (previously filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2006 which was filed with the SEC on August 9, 2006).10.40
*
Form of Non-Employee Director Restricted Stock Agreement pursuant to Second Amended and Restated 2003 Incentive Stock Plan (filed herewith).10.41
*
Form of Restricted Stock Agreement pursuant to Second Amended and Restated. 2003 Incentive Stock Plan (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2008 which was filed with the SEC on May 8, 2008).10.42
*
Employment Agreement dated as of November 2, 2008 by and among General Growth Properties, Inc., GGP Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to the Current Report on
Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).10.43
*
Employment Agreement dated as of November 2, 2008 by and among General Growth Properties, Inc., GGP Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.2 to the Current Report
on Form 8-K dated November 2, 2008 which was filed with the SEC on November 4, 2008).10.44
*
Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP Limited Partnership and Adam S. Metz (previously filed as Exhibit 10.1 to the Current Report on Form 8-K dated
March 6, 2009 which was filed with the SEC on March 10, 2009).10.45
*
Amendment to Employment Agreement, dated as of March 6, 2009 by and among the Company, GGP Limited Partnership and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.1 to the Current Report on
Form 8-K dated March 6, 2009 which was filed with the SEC on March 10, 2009).10.46
*
Non-Qualified Stock Option Agreement dated as of November 3, 2008 by and between General Growth Properties, Inc. and Adam S. Metz (previously filed as Exhibit 10.3 to the Current Report on Form 8-K
dated November 2, 2008 which was filed with the SEC on November 4, 2008).


34

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10.47
*
Non-Qualified Option Agreement dated as of November 3, 2008 by and between General Growth Properties, Inc. and Thomas H. Nolan, Jr. (previously filed as Exhibit 10.4 to the Current Report on Form 8-K
dated November 2, 2008 which was filed with the SEC on November 4, 2008).10.48
*
General Growth Properties, Inc. Key Employee Incentive Plan dated October 2, 2009 and effective October 15, 2009 (previously filed as Exhibit 10.47 to the Annual Report on Form 10-K for the
year ended December 31, 2009 which was filed with the SEC on March 1, 2010).10.49

Loan Agreement dated as of July 11, 2008, among the borrowers named therein; the lenders from time to time party thereto; Eurohypo, as Administrative Agent; Wachovia Capital Markets LLC, Eurohypo and ING
Real Estate Finance (USA) LLC ("ING"), as Joint Lead Arrangers and Book Managers; the Documentation Agents, as defined therein; and Wachovia Bank, National Association and ING, as Co-Syndication Agents (previously filed as Exhibit 10.1 to
the Current Report on Form 8-K dated July 11, 2008 which was filed with the SEC on July 18, 2008).10.50

Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement dated May 15, 2009 among General Growth Properties, Inc., as co-borrower, GGP Limited Partnership, as co-borrower, certain
subsidiaries of the co-borrowers, as guarantors, UBS AG, Stamford Branch, as agent, and the lenders party thereto (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 which
was filed with the SEC on August 10, 2009).10.51
*
General Growth Properties, Inc. Cash Value Added Incentive Compensation plan dated June 9, 1999 (filed herewith).10.52
*
Amendment to General Growth Properties, Inc. Cash Value Added Incentive Compensation plan, effective January 1, 2007 (filed herewith).10.53
*
2009 and 2010 Subplan to General Growth Properties, Inc. Cash Value Added Incentive Compensation plan (filed herewith).21

List of Subsidiaries (previously filed as Exhibit 21 to the Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on March 1, 2010).23.1

Consent of Deloitte & Touche LLP (previously filed as Exhibit 23.1 to the Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on March 1,
2010).23.2

Consent of KPMG LLP (previously filed as Exhibit 23.2 to the Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on March 1, 2010).31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 31.1 to the Annual Report on Form 10-K for the year ended December 31,
 2009 which was filed with the SEC on March 1, 2010).31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 31.2 to the Annual Report on Form 10-K for the year ended December 31,
 2009 which was filed with the SEC on March 1, 2010).31.3

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to this Amendment No. 2 (filed herewith).31.4

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to this Amendment No. 2 (filed herewith).


35

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32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 32.1 to the Annual Report on Form 10-K for the year ended December 31,
2009 which was filed with the SEC on March 1, 2010).32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed as Exhibit 32.2 to the Annual Report on Form 10-K for the year ended December 31,
 2009 which was filed with the SEC on March 1, 2010).32.3

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 with respect to this Amendment No. 2 (filed herewith).32.4

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 with respect to this Amendment No. 2 (filed herewith).99.1

Financial Statements of TRCLP, a wholly owned subsidiary of GGPLP (previously filed as Exhibit 99.1 to the Annual Report on Form 10-K for the year ended December 31, 2009 which was filed with the SEC on
March 1, 2010).101

The financial information from General Growth Properties, Inc's. Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 1, 2010, formatted in XBRL (Extensible
Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statement of Income and Comprehensive Income, (3) Consolidated Statements of Equity, (4) Conso1idated Statements of Cash Flows and (5) Notes to
Consolidated Financial Statements, tagged as blocks of text. Pursuant to Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the
Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to liability under these sections.


(*)A
compensatory plan or arrangement required to be filed.


Pursuant
to Item 601(b)(4)(iii) of Regulation S-K, the registrant has not filed debt instruments relating to long-term debt that is not registered
and for which the total amount of securities authorized thereunder does not exceed 10% of total assets of the registrant and its subsidiaries on a consolidated basis as of December 31, 2009.
The registrant agrees to furnish a copy of such agreements to the Commission upon request.

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