Exhibit 10.19

AMENDMENT NO. 2 TO  THE MILLS CORPORATION  AMENDED AND RESTATED 1994 EXECUTIVE EQUITY INCENTIVE PLAN

This Amendment No. 2 (the "Amendment") to The Mills Corporation Amended and Restated 1994 Executive Equity
Incentive Plan (the "Plan") is adopted as of February 19,2004 by the Board of Directors (the
"Board") of The Mills Corporation (the "Company").

RECITALS

WHEREAS, the Board has determined that it is desirable and in the best interests of the Company to amend the Plan
to provide for the award of Restricted Stock Units (as defined in theAmendment); and

WHEREAS, Section 25 of the Plan provides that the Plan may be amended by the Board.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, effective as of February 19, 2004, as follows:



---



2

---



9.     SECTION
6.3 shall be renamed "SECTION 6.3. RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS" and shall be amended to insert the letter "(a)" before the phrase "Upon the
award" in the first line thereof and to include a new SUBSECTION (b) as follows:



10.   The
last sentence of SECTION 7.1 is hereby deleted and replaced with the following:



11.   The
title of SECTION 7.6 is hereby renamed "AWARDS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS" and the phrase "and Restricted Stock Units to Employees" shall be
inserted after the phrase "Directors and Employees" and before the phrase "in accordance with the following provisions" in the third line.

12.   The
title of SECTION 7.6 (a) is hereby renamed "GENERAL NATURE OF RESTRICTIONS ON RESTRICTED STOCK" and a new SUBSECTION (b) shall be added as follows:



3

---



13.   SUBSECTION
7.6 (b) shall be re-lettered SUBSECTION 7.6 (c) and the following new SUBSECTION 7.6 (d) shall be added:



14.   SUBSECTION
7.6 (c) shall be re-lettered SUBSECTION 7.6 (d), the phrase "or an award of Restricted Stock Units" shall be inserted in the third line
after the phrase "an award of Restricted Stock", the phrase "on awards of Restricted Stock or the vesting of Restricted Stock Units" shall be inserted in the fifth line after the phrase "lapse of
restrictions" and before the comma, and the phrase "and all Restricted Stock Units" shall be inserted in the sixth line after the phrase "Shares of Restricted Stock".

15.   SUBSECTION
7.6 (d) shall be re-lettered SUBSECTION 7.6 (e).

16.   A
new SUBSECTION 7.6 (f) shall be added after SECTION 7.6(e), as re-lettered pursuant to Section 16 hereof, as follows:



17.   SUBSECTION
7.6 (e) shall be re-lettered SUBSECTION 7.6 (g) and the second sentence shall be deleted and replaced with the following:



In
addition, clause (ii) in existing SUBSECTION 7.6 (e) shall be deleted and replaced with the following:



4

---



19.   SECTION
10 shall be amended by inserting the letter "(a)" before the existing paragraph and inserting a new SUBSECTION 10 (b) as follows:



20.   SECTION
14.1 shall be deleted and replaced with the following:



21.   The
introductory clause after the title "FORFEITURE" and prior to the letter "(a)" in SECTION 15 is hereby deleted and replaced with the following:



22.   SECTION
21 is hereby deleted and replaced with the following:



23.   The
second sentence of SECTION 23 shall be deleted and replaced with the following:



24.   The
first line of SECTION 24 shall be revised to insert the phrase ", Restricted Stock Unit Agreement" after the phrase "Any Option" and before the phrase "Restricted
Stock Agreement."

25.   All
capitalized terms used herein shall have the meanings assigned to them in the Plan.

26.   Except
as expressly amended hereby, the Plan remains in full force and effect.

5

---

IN
WITNESS WHEREOF, the Company has caused this Amendment to be signed by the undersigned, a duly authorized officer of the Company, as of February 19, 2004.

| |  | THE MILLS CORPORATION
| |  | ---------------------
| |  | By:                  

|Attest: | /s/MARY ELLEN SERAVALLIMary Ellen Seravalli
Senior Vice President, Deputy General Counsel and Assistant Secretary | 
|------- | ----------------------------------------------------------------------------------------------------------------- | 

6

---

QuickLinks