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                                                                   EXHIBIT 10.31


                              SECURED FULL RECOURSE
                                 PROMISSORY NOTE
                              DUE NOVEMBER __, 2009



$1,000,000.00                                                   Los Angeles, CA
--------------                                                November __, 1999


          FOR VALUE RECEIVED, Arthur M. Coppola, an individual ("MAKER"),
unconditionally promises to pay to The Macerich Company, a Maryland corporation
(together with any successor or assignee by operation of law or otherwise, the
"PAYEE"), on the earlier of December __, 2009 or such other date as provided
herein, in the manner and at the place hereinafter provided, the lesser of (i)
one million dollars ($1,000,000.00) and (ii) the unpaid principal amount of all
advances made by Payee to Maker for the purposes of Maker's purchase of common
stock of the Payee pursuant to the terms of The Macerich Company Amended and
Restated 1994 Incentive Plan (the "Plan"). All advances made under this Note
shall be noted hereon; PROVIDED, HOWEVER, that the failure to make a notation
shall not limit or otherwise affect the obligations of Maker hereunder with
respect to payments of principal or interest on this Note.

          Maker also promises to pay interest on the unpaid principal balance of
this Note from the date such principal is advanced until such principal is paid
in full at a rate per annum equal to the lesser of: (i) the maximum amount
allowable pursuant to applicable law; or (ii) 7.00%. Interest that is due and
payable but not yet paid shall be added to principal and accrue interest from
the date due. Interest on this Note shall be computed on the basis of a 365-day
year, based on the actual number of days elapsed and shall be payable in arrears
quarterly on the fifteenth (15th) day of each March, June, September and
December, commencing on March 15, 2000, upon any prepayment of this Note (to the
extent accrued on the amount being prepaid) and at maturity.

          1.   PAYMENTS; VOLUNTARY REPAYMENT. All payments of principal and
interest in respect of this Note shall be made in lawful money of the United
States of America. Each payment made hereunder shall be credited first to
interest then due and the remainder of such payment shall be credited to
principal, and interest shall thereupon cease to accrue upon the principal so
credited. Maker shall have the right at any time and from time to time to prepay
the principal of this Note in whole or in part, without premium or penalty, such
prepayment hereunder being accompanied by interest on the principal amount of
the Note being prepaid to the date of prepayment. Notwithstanding any payment or
prepayment of principal hereunder by Maker, Maker acknowledges and agrees that
the aggregate advances made by Payee hereunder shall in no event exceed the sum
of $1,000,000.

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          2.   MANDATORY REPAYMENT.

          (a)  If the Board of Directors of Payee (the "Board") makes any
dividend or other distribution to its stockholders which it determines for these
purposes to be unusual or extraordinary (an "Extraordinary Distribution"), then
the Board, or the Compensation Committee of the Board, may, in its sole
discretion, require that Maker use the Net Cash Proceeds (as defined below) of
the Extraordinary Distribution to repay this Note. The Net Cash Proceeds shall
be applied first to accrued and unpaid interest on this Note and second to the
unpaid principal balance of this Note. As used herein, Net Cash Proceeds means
all cash or cash proceeds from an Extraordinary Distribution in respect of the
Pledged Collateral (as defined in that certain Pledge Agreement (the "Pledge
Agreement") dated as of November __, 1999 between Maker and Payee) MINUS the
amount of applicable federal, state and local taxes which the Board, or the
Compensation Committee of the Board, reasonably determines will be payable by
Maker in connection with the Extraordinary Distribution. The Board, or the
Compensation Committee of the Board, shall cause Payee to notify Maker in
writing at least 10 days prior to the payment date of any Extraordinary
Distribution with respect to which it intends to require Maker to use the Net
Cash Proceeds to repay this Note. If Maker is required to use the Net Cash
Proceeds to repay this Note, then within three (3) business days of receipt of
the Net Cash Proceeds, Maker shall pay to Payee an amount equal to the Net Cash
Proceeds to be so applied.

          (b)  In the event that Maker sells, transfers, assigns or otherwise
disposes of any of the Pledged Collateral as permitted by and in accordance with
Section 6 of the Pledge Agreement, Maker shall concurrently repay the unpaid
principal balance of this Note in an amount equal to the greater of: (i)(A) the
percentage of the total Pledged Collateral (prior to such disposition) that the
shares so disposed of represents MULTIPLIED BY (B) the unpaid principal amount
of this Note or (ii) the amount by which the unpaid principal amount of this
Note exceeds the Fair Market Value (as defined in the Pledge Agreement) of the
Pledged Collateral (after giving effect to the release of collateral set forth
in Section 6 of the Pledge Agreement).

          (c)  If there shall occur a Termination of Employment (as such term is
defined in the Plan) of Maker, the unpaid principal amount of this Note together
with accrued interest thereon shall become due and payable on the 10th business
day after the Termination of Employment of Maker except as otherwise provided in
Section 1.8(d) of the Plan.

          3.   FULL RECOURSE NOTE. This Note is the Note referred to in the
Pledge Agreement. This Note is a full recourse Note and Maker shall be liable
for the full payment of

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principal of and interest on this Note. This Note is also secured by, and is
entitled to the benefit of, the Pledge Agreement, the terms and provisions of
which are hereby incorporated herein as if set forth herein in full.

          4.   EVENTS OF DEFAULT. Each of the following shall constitute an
Event of Default:

          (a)  The sale, transfer, assignment or other disposition of any
Pledged Collateral, other than in accordance with the terms and conditions of
Section 2(b) of this Note and Section 6(c) of the Pledge Agreement;

          (b)  The failure by Maker to pay any principal under this Note when
due, whether at stated maturity, by acceleration, or otherwise, or failure to
pay any interest or other amount due under this Note within five (5) days after
the date due;

          (c)  any challenge, or institution of any proceedings to challenge by
Maker of the validity, binding effect or enforceability of this Note or any
endorsement of this Note;

          (d)  any default by Maker of any other obligation under this Note or
the Pledge Agreement; or

          (e)  The initiation of any proceeding relating to Maker under any
bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of
debt or receivership law or statute, whether filed by or against Maker, or the
assignment for the benefit of creditors by Maker.

          Upon an Event of Default set forth in clauses (a), (b) and (e) above,
the principal amount of this Note together with accrued interest thereon shall
become immediately due and payable, without presentment, demand, notice, protest
or other requirements of any kind (all of which are hereby expressly waived by
Maker). Upon any other Event of Default, Payee may, by written notice to Maker,
declare the principal amount of this Note together with accrued interest thereon
to be due and payable, and the principal amount of this Note together with such
interest shall thereupon immediately become due and payable without presentment,
further notice, protest or other requirements of any kind (all of which are
hereby expressly waived by Maker).

          5.   SET-OFF. Payee shall be entitled to set-off against this Note any
and all amounts owed by Payee to Maker as and when such amounts become due and
payable, whether presently existing or hereafter incurred, to the maximum extent
allowable under applicable laws. To the extent that Maker's consent to the
set-off is required, this Note constitutes Maker's consent.

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          6.   MISCELLANEOUS.

          (a)  All notices and other communications provided for hereunder shall
be in writing (including telegraphic, telex, telefacsimile or cable
communication) and hand-delivered, mailed, or telecopied as follows: if to
Maker, at its address specified opposite its signature below; and if to Payee,
at 401 Wilshire Boulevard, Santa Monica, CA 90401; or in each case at such other
address as shall be designated by Payee or Maker. All such notices and
communications shall, when hand-delivered, mailed, or telecopied (with
answer-back confirmation) be effective when deposited in the mails, delivered or
sent by telecopier.

          (b)  No failure or delay on the part of Payee or any other holder of
this Note to exercise any right, power or privilege under this Note and no
course of dealing between Maker and Payee shall impair such right, power or
privilege or operate as a waiver of any default or an acquiescence therein, nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies expressly provided in this
Note are cumulative to, and not exclusive of, any rights or remedies that Payee
would otherwise have. No notice to or demand on Maker in any case shall entitle
Maker to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the right of Payee to any other or further action in
any circumstances without notice or demand.

          (c)  Maker and any endorser of this Note hereby consent to renewals
and extensions of time at or after the maturity hereof, without notice, and
hereby waive diligence, presentment, protest, demand and notice of every kind
and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder. To the fullest extent
permitted by law, the obligations of Maker hereunder shall not be subject to any
counterclaim, set-off, deduction, diminution, abatement, recoupment, deferment,
suspension, reduction or defense (other than the full and strict compliance by
Maker with those obligations) based on any claim that Maker may have against
Payee or any other person.

          (d)  No provision of this Note may be waived, modified or discharged
orally, but only by an agreement signed by the party against whom enforcement is
sought.

          (e)  If any provision in or obligation under this Note shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

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          (f)  This note and the rights and obligations of maker and payee
hereunder shall be governed by, and shall be construed and enforced in
accordance with the laws of the State of California except for such matters as
are subject to the General Corporation Law of the State of Maryland.

          IN WITNESS WHEREOF, Maker has executed and delivered this Note as of
the day and year and at the place first above written.


                                             ----------------------------------
                                                  Arthur M. Coppola


                                             Notice Address:


                                             Arthur M. Coppola
                                             c/o The Macerich Company
                                             401 Wilshire Blvd., Suite 700
                                             Santa Monica, CA 90401



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                         TRANSACTIONS ON PROMISSORY NOTE

                                       AMOUNT OF               OUTSTANDING
                AMOUNT OF              PRINCIPAL               PRINCIPAL
                LOAN MADE              REPAID ON               BALANCE ON
DATE            ON THIS DATE           THIS DATE               THIS DATE




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