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EXHIBIT 10.63
                      LIMITED PARTNERSHIP AGREEMENT
                                    
                    OF SDG MACERICH PROPERTIES, L.P.
                                    
                                    
                                    
                                    
                                    

                            TABLE OF CONTENTS


                                                                    Page


ARTICLE I  DEFINITIONS                                               1
      1.1  Definitions                                               1

ARTICLE II GENERAL PROVISIONS                                        6
      2.1  Formation and Organization                                6
      2.2  Partnership Name                                          7
      2.3  Purpose                                                   7
      2.4  Registered Office; Registered Agent                       7
      2.5  Term                                                      7
      2.6  Filings                                                   7
      2.7  Bankruptcy Limitations                                    7

ARTICLE III    PARTNERS' CAPITAL CONTRIBUTIONS                       8
      3.1  Capital Contributions of the Partners                     8
      3.2  Other Matters                                             8

ARTICLE IV ALLOCATIONS                                               8
      4.1  Allocation of Profits and Losses                          8
      4.2  Elections                                                 9

ARTICLE V  DISTRIBUTIONS                                             9
      5.1  Distributions                                             9
      5.2  Amounts Withheld                                          9
      5.3  In Kind Distributions                                     9

ARTICLE VI MANAGEMENT                                               10
      6.1  Management Generally                                     10
      6.2  Executive Committee                                      10
      6.3  No Individual Authority                                  12
      6.4  Operating Committee.                                     12
      6.5  Warranted Reliance by Executive Committee Members and
           Operating Committee Members on Others                    14
      6.6  Authority of the General Partners                        15
      6.7  Tax Matters Partner                                      15
      6.8  Tax Elections                                            15
      6.9  Right to Rely on a General Partner                       15
      6.10 Duties and Obligations of General Partners               16
      6.11 Indemnification of General Partners                      18
      6.12 Reimbursement                                            18
      6.13 Removal of General Partners                              19
      6.14 Management Agreements                                    19
      6.15 REIT Status                                              20
      6.16 Defaults and Remedies                                    22

ARTICLE VII    AMENDMENTS                                           23
      7.1  Amendments                                               23

ARTICLE VIII    TRANSFERS OF PARTNERSHIP INTERESTS                  24
      8.1  Rights of Transferees                                    24

ARTICLE IX POWER OF ATTORNEY                                        24
      9.1  General Partner as Attorney                              24

ARTICLE X  DISSOLUTION AND WINDING UP                               24
      10.1 Liquidating Events                                       24
      10.2 Winding Up                                               25

ARTICLE XI BOOKS AND REPORTS                                        26
      11.1 Books of Account and Records 26

ARTICLE XII    MISCELLANEOUS                                        26
      12.1 Notices                                                  26
      12.2 Binding Effect                                           27
      12.3 Severability                                             27
      12.4 Governing Law                                            27
      12.5 Counterpart Execution                                    27

                     LIMITED PARTNERSHIP AGREEMENT
                                    
                    OF SDG MACERICH PROPERTIES, L.P.
                                    
                                    

           THIS  LIMITED PARTNERSHIP AGREEMENT is entered into and shall
be  effective as of the 24th day of February, 1998, by and between Simco
Acquisitions, Inc., a Delaware corporation ("Simco"), and a wholly owned
subsidiary  of Simon DeBartolo Group, Inc., a Maryland corporation,  and
Macerich Property EQ GP Corp., a Delaware corporation ("Macerich"),  and
a   wholly   owned  subsidiary  of  The  Macerich  Company,  a  Maryland
corporation   (each,   individually,   a   ``General   Partner,''    and
collectively,  the  ``General  Partners''),  and  SM  Portfolio  Limited
Partnership,  a  Delaware limited partnership, as the  Limited  Partner,
pursuant  to  the  provisions of the Delaware  Revised  Uniform  Limited
Partnership Act, on the following terms and conditions:

                                ARTICLE I

                               DEFINITIONS

    1.1         Definitions.   As used in this Agreement, the  following
terms have the following meanings:

        (a)     ``Act''  means  the  Delaware  Revised  Uniform  Limited
Partnership  Act, as set forth in Title 6, Chapter 17  of  the  Delaware
Code,  as amended from time to time (or any corresponding provisions  of
succeeding law).

       (b)      ``Affiliate'' shall have the meaning set form in the  SM
Partnership Agreement.

       (c)      ``Agreement''  or ``Partnership Agreement''  means  this
Agreement of Limited Partnership, as amended from time to time.

      (d)       ``Bankruptcy'' shall mean, with respect to any  Partner,
(i)  the  commencement by such Partner of any proceeding seeking  relief
under  any  provision or chapter of the federal Bankruptcy Code  or  any
other  federal  or  state  law  relating to  insolvency,  bankruptcy  or
reorganization; (ii) an adjudication that such Partner is  insolvent  or
bankrupt;  (iii)  the  entry of an order for relief  under  the  federal
Bankruptcy  Code with respect to such Partner; (iv) the  filing  of  any
such petition or the commencement of any such case or proceeding against
such  Partner, unless such petition and the case or proceeding initiated
thereby  are  dismissed within ninety (90) days from the  date  of  such
filing;  (v)  the  filing  of an answer by such  Partner  admitting  the
<PAGE> 01
material  allegations of any such petition; (vi) the  appointment  of  a
trustee,  receiver  or  custodian for all or substantially  all  of  the
assets  of  such Partner unless such appointment is vacated or dismissed
within  ninety (90) days from the date of such appointment but not  less
than  five  (5)  days  before the proposed sale of any  assets  of  such
Partner; (vii) the insolvency of such Partner or the execution  by  such
Partner of a general assignment for the benefit of creditors; (viii) the
convening  by such Partner of a meeting of its creditors, or  any  class
thereof,  for  purposes of effecting a moratorium upon or  extension  or
composition of its debts; (ix) the failure of such Partner  to  pay  its
debts  as  they  mature; (x) the levy, attachment,  execution  or  other
seizure  of  substantially all of the assets of such Partner where  such
seizure  is  not  discharged  within thirty  (30)  days  thereafter;  or
(xi)  the admission by such Partner in writing of its inability  to  pay
its debts as they mature or that it is generally not paying its debts as
they become due.

          (e)   ``Capital Account'' means, with respect to any  Partner,
the  Capital  Account  maintained for such Partner  in  accordance  with
Section 704(b) of the Code and the Regulations thereunder.

         (f)    ``Capital  Contributions'' means, with  respect  to  any
Partner, the amount of money or other property or assets contributed  to
the  Partnership from time to time with respect to the interest  in  the
Partnership held by such Person.

        (g)     ``Code''  means the Internal Revenue Code  of  1986,  as
amended from time to time (or any corresponding provisions of succeeding
law).

        (h)    ``Controlling Partner'' is defined in Section 6.16(c).

        (i)    ``Defaulting Partner'' is defined in Section 6.16.

        (j)    ``Depreciation'' means, for each Fiscal Year, an  amount
equal   to  the  depreciation,  amortization,  or  other  cost  recovery
deduction  allowable  with respect to an asset  for  such  Fiscal  Year,
except  that  if  the  Gross Asset Value of an asset  differs  from  its
adjusted Basis for Federal income tax purposes at the beginning of  such
Fiscal Year, Depreciation shall be an amount which bears the same  ratio
to   such  beginning  Gross  Asset  Value  as  the  Federal  income  tax
depreciation,  amortization, or other cost recovery deduction  for  such
Fiscal  Year  bears  to  such beginning adjusted  tax  basis;  provided,
however,  that if the adjusted basis for Federal income tax purposes  of
an  asset  at  the  beginning of such Fiscal Year is zero,  Depreciation
shall  be determined with reference to such beginning Gross Asset  Value
using any reasonable method selected by the General Partner.

          (k)  ``Employee Benefit Plan'' has the meaning assigned to the
term ``employee benefit plan'' in Section 3(3) of ERISA, which is or was
maintained or contributed to by the Partnership or a Related  Person  to
the Partnership.
<PAGE> 02
         (l)   ``Event of Default'' is defined in Section 6.16.


        (m)    ``Executive Committee'' shall have the meaning set forth
in Section 6.2.

        (n)    ``Executive Committee Members'' shall have  the  meaning
set forth in Section 6.2.

       (o)     ``Equitable''  shall mean The Equitable  Life  Assurance
Society  of  the United States, a New York corporation, the "seller"  of
the Properties under the Purchase Agreement.

       (p)     ``Existing Financing'' shall mean that certain financing
with  respect  to  all  of  the Properties evidenced  by  those  certain
collateralized fixed and floating rate notes in the aggregate  principal
sum  of  $485,000,000 issued by Equitable, which notes are  secured  by,
inter  alia, those documents and instruments more particularly described
on Exhibit B to the Purchase Agreement.

       (q)     ``Fiscal Year'' means (i) the period commencing  on  the
date  hereof  and ending on December 31, 1998 and, (ii)  any  subsequent
twelve (12) month period commencing on January 1.

       (r)     ``General  Partnership Interest'' means the  Partnership
Interest  held  by each General Partner constituting  one  half  of  one
percent  (.5%) of the total Partnership Interests outstanding and  owned
by all of the Partners.

      (s)      ``Gross  Asset  Value''  means  the  adjusted  basis  of
property  for Federal income tax purposes, except that the  Gross  Asset
Value  of  the  Property will be adjusted to its fair market  value  (i)
whenever such adjustment is required in order for allocations under this
Agreement  to  have "economic effect'' within the meaning of  Regulation
Section  1.704-1(b)(2)(iv), and (ii) if the  General  Partners  consider
appropriate,  whenever  such  adjustment is permitted  under  Regulation
Section  1.704-l(b)(2)(ii). If the Gross Asset Value of property  is  so
adjusted, such Gross Asset Value shall thereafter be further adjusted by
the  Depreciation  taken into account with respect  to  such  asset  for
purposes of computing Profits and Losses.

      (t)      ``Independent  Director'' means,  with  respect  to  any
Person,  a director of such Person who is not at the time of appointment
and  who  has not at any time during the preceding five (5) year  period
prior  to  such  director's appointment as a  director  and  during  the
continuation of such director's service as a director has not  been  and
does  not  become subsequently: (i) a partner, stockholder or holder  of
any other beneficial interest in such Person or in any Affiliate of such
Person, (ii) a director, officer, partner, trade creditor or employee of
such  Person  or  any partner, subsidiary or Affiliate of  such  Person,
<PAGE> 03
(iii)  a customer, service provider (including professionals), creditor,
supplier,  independent  contractor, manager, or  any  other  Person  who
derives  more than $2,000 annually from its activities with such  Person
or  any  Affiliate or partner of such Person (other than revenue derived
in  respect of being an Independent Director); (iv) a Person controlling
or  controlled by any of the Persons referenced in clauses (i)  (ii)  or
(iii)  above, or (v) a member of the immediate family of any such Person
referenced  in  clauses  (i), (ii), (iii)  or  (iv)  above.  Solely  for
purposes  of  this definition, (x) "Affiliate'' shall mean,  as  to  any
Person, any other Person that, directly or indirectly, is in control of,
is  controlled by, or is under common control with, such Person, and (y)
"control''  of  a  person shall mean (i) either the power,  directly  or
indirectly,  to  direct  or cause the direction of  the  management  and
policies  of  such  Person,  whether through  the  ownership  of  voting
securities,  by contract or otherwise or (ii) the ownership  of  10%  or
more of the voting securities of such Person.

          (u)   ``Limited   Partner''   means  SM   Portfolio   Limited
Partnership and any Person who has become a Limited Partner pursuant  to
the terms of this Agreement.

         (v)   ``Limited  Partnership Interest'' means that Partnership
Interest  held  by the Limited Partner constituting ninety-nine  percent
(99%) of the total Partnership Interests outstanding and owned by all of
the Partners.

        (w)    ``Macerich Management Agreement'' is defined in  Section
6.14.

       (x)      ``Majority  in  Interest '' means as  of  any  date  any
Partner or Partners whose aggregate Partnership Interests constitute  at
least  a  simple  majority of the aggregate Partnership  Interests  then
outstanding.

      (y)       ``Net  Cash  Flow  from  Operations''  means  the  gross
proceeds from Partnership operations, less the portion thereof  used  to
pay  or  establish reserves for all Partnership expenses, debt payments,
capital  improvements, replacements and contingencies, all as determined
by  the General Partners. "Net Cash Flow From Operations'' shall not  be
reduced  by  depreciation,  amortization, cost  recovery  deductions  or
similar  allowances but shall be increased by any reduction of  reserves
previously  established  pursuant to this paragraph  or  the  succeeding
paragraph.

     (z)        ``Net  Cash From Sales or Refinancings'' means  the  net
cash proceeds from the sale or other disposition and all refinancings of
the  Property, less any portion thereof used to establish reserves,  all
as  determined  by  the  General  Partners.  "Net  Cash  From  Sales  or
Refinancings''  shall include all principal and interest  payments  with
respect  to any note or other obligation received by the Partnership  in
connection with the sale or other disposition of the Property.

       (aa)     ``Operating Committee'' shall have the meaning set forth
in Section 6.4.
<PAGE> 04
      (bb)      ``Operating Committee Members'' shall have  the  meaning
set forth in Section 6.4.

     (cc)       ``Partners'' means all General Partners and all  Limited
Partners,  where no distinction is required by the context in which  the
term is used herein. "Partner'' means any one of the Partners.

      (dd)     ``Partnership'' means the partnership formed pursuant to
the certificate of limited partnership and this Agreement.

      (ee)      ``Partnership Interest'' means the respective percentage
interest  of  a  Partner in the Partnership as set forth  in  Exhibit  A
attached hereto.

      (ff)       ``Person''    means   any   individual,   partnership,
corporation, trust, or other entity.

      (gg)      ``Profits'' and ``Losses'' means, for each Fiscal  Year,
an  amount  equal to the Partnership's taxable income or loss  for  such
Fiscal Year, determined in accordance with Code Section 703(a) (for this
purpose,  all items of income, gain, loss, or deduction required  to  be
stated  separately pursuant to Code Section 703(a)(1) shall be  included
in taxable income or loss), with the following adjustments:

             (i)      Any  income of the Partnership that is exempt from
          Federal  income  tax and not otherwise taken into  account  in
          computing Profits or Losses pursuant to this subsection  shall
          be added to such taxable income or loss;

            (ii)      In the event the Gross Asset Value of any property
          is  adjusted pursuant to Subparagraph (i) of the definition of
          Gross  Asset  Value", the amount of such adjustment  shall  be
          taken into account as gain or loss from the disposition of the
          property for purposes of computing Profits or Losses;

            (iii)     Gain or loss resulting from the disposition of any
          property  shall  be computed by reference to the  Gross  Asset
          Value of such property, notwithstanding that the adjusted  tax
          basis of such property differs from its Gross Asset Value;

           (iv)       In  lieu  of  the depreciation, amortization,  and
          other cost recovery deductions taken into account in computing
          such taxable income or loss, there shall be taken into account
          Depreciation for such Fiscal Year, computed in accordance with
          the definition of Depreciation contained herein; and

            (v)       To  the  extent an adjustment to the adjusted  tax
          basis of any Partnership asset pursuant to Code Section 734(b)
          or  Code  Section 743(b) is required pursuant  to  Regulations
<PAGE> 05          
          Section  1.704-1(b)(2)(iv)(m)(4) to be taken into  account  in
          determining  Capital Accounts as a result  of  a  distribution
          other  than  in complete liquidation of a Partner's  Interest,
          the  amount of such adjustment shall be treated as an item  of
          gain  (if the adjustment increases the basis of the asset)  or
          loss (if the adjustment decreases the basis of the asset) from
          the  disposition of the asset and shall be taken into  account
          for purposes of computing Profits or Losses.

           (hh) ``Properties''  shall  mean the real  properties  to  be
acquired by the Partnership pursuant to the Purchase Agreement, each  of
which  real  properties is more specifically identified and  defined  on
Schedule  1  attached  hereto,  together with  all  other  tangible  and
intangible  property to be acquired by the Partnership pursuant  to  the
Purchase Agreement.

          (ii)  ``Property''   shall  mean  any   of   the   Properties
individually.

          (jj)  ``Property Manager'' shall mean the property manager for
any  particular  Property  engaged pursuant  to  a  Macerich  Management
Agreement or Simco Management Agreement, as the case may be, as well  as
any property manager approved by the Executive Committee with respect to
any Property.

         (kk)   ``Purchase Agreement'' shall mean that certain  Purchase
and  Sale  Agreement by and between Equitable and SM Portfolio Partners,
which  provides  for  the  sale of the Properties  by  Equitable  to  SM
Portfolio Partners, subject to the Existing Financing.

         (ll)   ``REIT''  means a "real estate investment trust"  within
the meaning of Section 856 of the Code.

         (mm)    ``Regulations''  means  the  Income  Tax   Regulations,
including  Temporary Regulations, promulgated under the  Code,  as  such
Regulations  may  be amended from time to time (including  corresponding
provisions of succeeding regulations).

        (nn)    ``SIMCO  Management Agreement'' is  defined  in  Section
6.14.

        (oo)     ``SM  Partnership  Agreement''  means  the  Partnership
Agreement of SM Portfolio Limited Partnership, dated as of February  24,
1998.

                               ARTICLE II

                           GENERAL PROVISIONS

           2.1  Formation and Organization. The Partners hereby agree to
form the Partnership as a limited partnership pursuant to the provisions
of  the  Act  and  upon  the  terms and conditions  set  forth  in  this
Agreement. Each Partner's initial Capital Contribution and corresponding
<PAGE> 06
Partnership Interest is set forth in Exhibit A, which is attached to and
forms  part  of this Agreement.  The Partnership shall be treated  as  a
partnership for Federal income tax purposes, and the Tax Matters Partner
(as  defined in Section 6.7) shall make any elections and take  any  and
all other actions necessary to effect such partnership status.

           2.2  Partnership Name. The name of the Partnership  shall  be
SDG Macerich Properties, L.P., and all business of the Partnership shall
be conducted in such name.

          2.3   Purpose.  The limited purposes for which the Partnership
is  organized  are  to  acquire,  improve,  lease,  finance,  refinance,
mortgage,  operate,  manage,  own,  hold,  sell  exchange  or  otherwise
disclose  of  or deal with the Properties, or any part thereof,  and  to
engage  in  any and all activities related or incidental  thereto.   The
Partnership shall not engage in any other business activity,  and  shall
not  own  any assets or incur any indebtedness other than the assets  or
indebtedness  relating to the Properties or otherwise in furtherance  of
the purposes of the Partnership.

        2.4     Registered  Office;  Registered  Agent.  The  registered
office and registered agent for service of process of the Partnership in
the   State  of  Delaware  shall  be  The  Corporation  Trust   Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801
or such other Person as the General Partners may appoint.

      2.5       Term. The term of the Partnership commenced on the  date
the  certificate of limited partnership was filed in the office  of  the
Secretary  of  State of Delaware in accordance with the  Act  and  shall
continue  until  the winding up and liquidation of the  Partnership  (in
accordance with Article X) and the completion of its business.

     2.6          Filings.

           (a) The General Partners shall take any and all other actions
as may be reasonably necessary to perfect and maintain the status of the
Partnership as a limited partnership or similar type of entity under the
laws  of  Delaware and any other states or jurisdictions  in  which  the
Partnership engages in business.

           (b)  Upon  the  dissolution of the Partnership,  the  General
Partners  shall  promptly execute and cause to be filed certificates  of
dissolution in accordance with the Act and the laws of any other  states
or jurisdictions in which the Partnership has filed certificates.

 2.7             Bankruptcy  Limitations.  The  Partnership  shall  not,
without  unanimous vote of the directors of the General Partners  (which
must  include the affirmative vote of at least one Independent  Director
of  each  General  Partner) (i) commence any case, proceeding  or  other
action  seeking  protection for the Partnership as a  debtor  under  any
existing  or  future  law  of any jurisdiction relating  to  bankruptcy,
insolvency,  reorganization or relief of debtors, (ii)  consent  to  the
<PAGE> 07
entry  of  an order for relief in or institution of any case, proceeding
or other action brought by any third party against the Partnership as  a
debtor under any existing or future law of any jurisdiction relating  to
bankruptcy, insolvency, reorganization or relief of debtors, (iii)  file
an answer in any involuntary case or proceeding described in clause (ii)
above  admitting  the  material allegations of the petition  therein  or
otherwise  failing to contest any such involuntary case  or  proceeding,
(iv)  seek  or  consent  to the appointment of a  receiver,  liquidator,
assignee,  trustee, sequestrator, custodian or any similar official  for
the Partnership or for a substantial portion of its properties, (v) make
any  assignment for the benefit of the creditors of the Partnership,  or
(vi) admit in writing the inability of the Partnership to generally  pay
its debts as they mature or that the Partnership is generally not paying
its debts as they become due.

                                 ARTICLE III

                     PARTNERS' CAPITAL CONTRIBUTIONS

        3.1     Capital Contributions of the Partners. Each Partner  has
made  the  initial Capital Contributions set forth in Exhibit A attached
hereto  and  any subsequent Capital Contributions shall be reflected  in
the  books and records of the Partnership. No Partner shall be obligated
to  make  any  additional  Capital  Contributions.  Each  Partner  shall
establish   and  maintain  a  Capital  Account  with  respect   to   the
Partnership.

      3.2         Other Matters.

           (a)  Except  as  otherwise  provided in  this  Agreement,  no
Partner shall demand or receive a return of its Capital Contributions or
withdraw from the Partnership without the consent of all Partners.

           (b)   The  General  Partners  shall  not  have  any  personal
liability for the repayment of any Capital Contributions of any  Limited
Partner.

          (c)   The  Limited Partner shall not be personally liable  for
the   debts,  liabilities,  contracts  or  other  obligations   of   the
Partnership.

                                ARTICLE IV

                               ALLOCATIONS

  4.1           Allocation of Profits and Losses. The Profits and Losses
of  the  Partnership shall be allocated among the Partners in accordance
with their Partnership Interests; provided, however, that, in accordance
with  Code  Section 704(c) and the Regulations thereunder and Regulation
Section 1.704-1(b)(4)(i), income, gain, loss, and deduction with respect
to  any  property  contributed to the capital of the Partnership  shall,
solely  for tax purposes, be allocated among the Partners so as to  take
<PAGE> 08
account of any variation between the adjusted basis of such property  to
the  Partnership for federal income tax purposes and its  initial  Gross
Asset Value.

   4.2         Elections.  In no event shall the Tax Matters Partner (as
defined  in Section 6.7) make any election or cause any election  to  be
made  that  would cause the Partnership to be treated as an  association
taxable  as  a  corporation for Federal income tax purposes.  Except  as
otherwise  expressly  provided herein, any  tax  elections  required  or
permitted to be made by the Partnership under the Code or otherwise, and
all  material  decisions  with respect to the  calculation  of  the  Net
Profits  or Net Losses of the Partnership, shall be made in such  manner
as may be determined by the General Partners to be in the best interests
of the Partners.

                                ARTICLE V

                              DISTRIBUTIONS

 5.1            Distributions. Net Cash Flow From Operations,  Net  Cash
Flow  from  Sales  or Refinancings, and, except as otherwise  prohibited
under  this  Agreement, any of the Properties, shall be  distributed  at
such  times  as the General Partners may determine, to the Partners  pro
rata in accordance with their Partnership Interests.

    5.2         Amounts Withheld. The General Partners are authorized to
withhold from distributions or allocations to a Partner and to pay  over
to  any  Federal, state or local government any amounts required  to  be
withheld  pursuant to the Code or any provisions of any  other  Federal,
state  or  local  law  with  respect to  any  payment,  distribution  or
allocation to the Partnership or the Partner and shall allocate any such
amounts  to the Partner with respect to which such amount was  withheld.
All  amounts so withheld shall be treated as amounts distributed to such
Partner,  and  will  reduce the amount otherwise distributable  to  such
Partner,  pursuant  to  this  Article V  for  all  purposes  under  this
Agreement.

    5.3         In  Kind Distributions. If there shall occur, as between
the  General  Partners, a deadlock over a Buy-Sell  Major  Decision  (as
defined  in  the SM Partnership Agreement), then either General  Partner
may  elect  to  cause the Property with respect to which  such  deadlock
exists  to be distributed in kind to the Partners pro rata in accordance
with  their  Partnership Interests; provided, however, that no  such  in
kind   distribution   shall   occur   unless,   either   prior   to   or
contemporaneously with such distribution, the Property is released  from
the Existing Financing, or any other lien or encumbrance to which it may
become subject after the date hereof.
<PAGE> 09
                               ARTICLE VI

                               MANAGEMENT

      6.1        Management   Generally.     The   management   of   the
Partnership  shall  be  vested  in  the Executive  Committee,  Operating
Committee  and the General Partners constituted as hereinafter provided.
The  Limited Partner shall have no part in the management or control  of
the  Partnership, shall have no authority or right to act on  behalf  of
the  Partnership in connection with any matter, and shall have no  right
to  consent to or approve any action by the General Partners  except  as
expressly provided herein or as required by the Act.

    6.2         Executive  Committee.     The Partnership shall  at  all
times  have an executive committee (the "Executive Committee")  composed
of two individuals (the "Executive Committee Members") who shall oversee
the performance of the Operating Committee.

           (a)      Membership and Voting.

                     (i)   Membership.   The  Executive  Committee  will
     consist  of  two  (2)  Executive Committee Members,  with  one  (1)
     Executive  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Executive  Committee  Member.   Each
     General  Partner  may, at any time, appoint an alternate  Executive
     Committee  Member  by  prior written notice to  the  other  General
     Partner's  appointed Executive Committee Member and such alternates
     will  have  all  the  powers, authority and  duties  of  a  regular
     Executive Committee Member in the absence or inability of a regular
     Executive  Committee Member to serve.  In no event, however,  shall
     the  other  Executive Committee Member be under any  obligation  to
     make  inquiries  as to, or verify or confirm, any such  absence  or
     inability  to  serve  of a regular Executive Committee  Member,  it
     being  understood  and agreed that the Executive Committee  Members
     shall  be  entitled to rely upon and accept an alternate  Executive
     Committee Member's assertion of the absence or inability  to  serve
     of  the  regular  Executive  Committee Member  in  question.   Each
     General  Partner  shall  cause  its appointed  Executive  Committee
     Member and alternate Executive Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Executive Committee Member or alternate  Executive
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Executive Committee Member.   Vacancies  on  the
     Executive  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Executive Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Executive
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Executive  Committee  Member shall be delivered  to  such  Person's
     attention at the address set forth in Section 12.1 for the  General
     Partner  that  appointed  such  Executive  Committee  Member.    No
<PAGE> 10     
     appointment  or  removal  by  a General  Partner  of  an  Executive
     Committee Member or alternate Executive Committee Member  shall  be
     effective until written notice of such action is received or deemed
     received pursuant to Section 12.1 by the Executive Committee Member
     of  the  other  General  Partner.  Each  General  Partner  and  its
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee  Member,  when dealing with the other  General  Partner's
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Executive Committee  Member  and
     alternate  Executive Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.
              (ii)   Voting.  Each Executive Committee Member shall have
     one  vote on any decision of the Executive Committee.  An Executive
     Committee  Member  may  give a written proxy to  another  Executive
     Committee  Member  to  vote  on such Executive  Committee  Member's
     behalf  in  such Executive Committee Member's absence.   Except  as
     expressly provided to the contrary in this Agreement, all  actions,
     decisions,  capital calls, determinations, waivers,  approvals  and
     consents  to be taken or given by the Executive Committee  must  be
     unanimously approved by the Executive Committee Members (whether or
     not present at the meeting at which such vote occurs).

             (b)      Meetings  of  the  Executive Committee;  Time  and
Place.   Unless  otherwise  agreed by the Executive  Committee,  regular
meetings  of  the Executive Committee shall be held no less  often  than
quarterly  at  such  time and at such place as the  Executive  Committee
shall  determine.   At  such regular meetings, the  Operating  Committee
shall  report  on  the  financial  performance  and  condition  of   the
Partnership  on  a  year-to-date basis (including cash flows,  reserves,
outstanding  loans,  and  compliance  efforts),  progress   on   capital
projects,   material   contracts  entered  into,  material   litigation,
marketing and leasing efforts, deviations from any budget and such other
matters relevant to the management and operation of the Partnership  and
the  Properties.  Special meetings of the Executive Committee  shall  be
held  on  the call of any Executive Committee Member; provided  that  at
least  three  (3)  business  days' notice  is  given  to  all  Executive
Committee  Members  (unless written waiver of this  requirement  by  all
Executive  Committee Members is obtained).  A quorum for  any  Executive
Committee  meeting  shall consist of not less  than  two  (2)  Executive
Committee Members (one appointed by each General Partner) present either
in  person  or  by  proxy.   The Executive Committee  may  make  use  of
telephones and other electronic devices to hold meetings; provided  that
the  Executive Committee Members participating in such meeting can  hear
one  another.  The Executive Committee may act without a meeting if  the
action  taken  is  reduced  to writing and  approved  by  the  Executive
Committee  in  accordance  with  the other  voting  provisions  of  this
Agreement.   Written  minutes shall be taken  at  each  meeting  of  the
Executive Committee.  However, any action taken or matter agreed upon by
the  Executive Committee shall be deemed final, whether or  not  written
minutes are ever prepared or finalized.
<PAGE> 11
         6.3    No  Individual Authority.  Except as otherwise expressly
provided  in  this Agreement, no Partner, acting alone, shall  have  any
authority  to  act  for,  or  undertake  or  assume  any  obligation  or
responsibility on behalf of, the other Partner or the Partnership.

       6.4      Operating Committee.  Unless otherwise agreed to by  the
General  Partners,  the management of the Partnership,  subject  to  the
restrictions on its authority set forth in Section 6.2, shall be  vested
in  the  operating committee (the "Operating Committee").  The Operating
Committee shall be composed of two individuals (the "Operating Committee
Members")  who  shall  vote on all management  issues  relating  to  the
business and operations of the Partnership.

            (a)      Membership and Voting.

                    (i)    Membership.   The  Operating  Committee  will
     consist  of  two  (2)  Operating Committee Members,  with  one  (1)
     Operating  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Operating  Committee  Member.   Each
     General  Partner may, at any time, appoint one of its employees  as
     an  alternate Operating Committee Member by prior written notice to
     the  other  General Partner's appointed Operating Committee  Member
     and  such alternates will have all the powers, authority and duties
     of a regular Operating Committee Member in the absence or inability
     of  a  regular Operating Committee Member to serve.  In  no  event,
     however,  shall the other Operating Committee Member be  under  any
     obligation to make inquiries as to, or verify or confirm, any  such
     absence  or  inability  to serve of a regular  Operating  Committee
     Member, it being understood and agreed that the Operating Committee
     Members  shall  be  entitled to rely upon and accept  an  alternate
     Operating  Committee Member's assertion of the absence or inability
     to  serve  of  the regular Operating Committee Member in  question.
     Each  General Partner shall cause its appointed Operating Committee
     Member and alternate Operating Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Operating Committee Member or alternate  Operating
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Operating Committee Member.   Vacancies  on  the
     Operating  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Operating Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Operating
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Operating  Committee  Member shall be delivered  to  such  Person's
     attention at the address set forth in Section 12.1 for the  General
     Partner   that  appointed  such  Operating  Committee  Member.   No
     appointment  or  removal  by  a General  Partner  of  an  Operating
     Committee Member or alternate Operating Committee Member  shall  be
     effective until written notice of such action is received or deemed
     received pursuant to Section 12.1 by the Operating Committee Member
     of  the  other  General  Partner.  Each  General  Partner  and  its
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee  Member,  when dealing with the other  General  Partner's
<PAGE> 12     
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Operating Committee  Member  and
     alternate  Operating Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                   (ii)   Voting.  Each Operating Committee Member shall
     have  one  vote  on  any decision of the Operating  Committee.   An
     Operating  Committee  Member may give a written  proxy  to  another
     Operating  Committee Member or any Partner's employee  to  vote  on
     such   Operating  Committee  Member's  behalf  in  such   Operating
     Committee  Member's absence.  Except as expressly provided  to  the
     contrary in this Agreement, all actions, decisions, capital  calls,
     determinations,  waivers, approvals and consents  to  be  taken  or
     given  by  the Operating Committee must be unanimously approved  by
     the  Operating  Committee Members (whether or not  present  at  the
     meeting at which such vote occurs).

                 (b)  Reports  and Meetings of the Operating  Committee;
Time  and  Place.  The Operating Committee shall report to the Executive
Committee  on  activities  undertaken by  the  Operating  Committee,  as
required  by  the  Executive  Committee  and  this  Agreement.    Unless
otherwise  agreed by the Operating Committee, regular  meetings  of  the
Operating Committee shall be held monthly at such time and at such place
as  the  Operating Committee shall determine.  Special meetings  of  the
Operating Committee shall be held on the call of any Operating Committee
Member; provided that at least three (3) business days' notice is  given
to  all  Operating  Committee Members (unless  written  waiver  of  this
requirement by all Operating Committee Members is obtained).   A  quorum
for  any Operating Committee meeting shall consist of not less than  two
(2)  Operating Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Operating Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Operating Committee Members participating  in  such
meeting can hear one another.  The Operating Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Operating  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Operating Committee.  However, any action taken or matter agreed upon by
the  Operating Committee shall be deemed final, whether or  not  written
minutes  are  ever prepared or finalized.  Operating Committee  meetings
may  be  attended by persons other than the Operating Committee  Members
(including other employees of the Partners and their Affiliates).

                (c)   Duties  of the Operating Committee.  The Operating
Committee shall be generally responsible for overseeing and managing the
day-to-day  business,  operations and affairs  of  the  Partnership  and
carrying out the duties delegated to it by the Executive Committee,  and
shall  have fiduciary responsibility for the safekeeping and use of  all
funds  and  assets of the Partnership, whether or not in  its  immediate
possession or control.  The Operating Committee may, in carrying out its
<PAGE> 13
duties,  defend  against  lawsuits or other judicial  or  administrative
proceedings  brought against the Partnership, provided that it  promptly
notifies  the  Executive Committee of such action.   The  funds  of  the
Partnership shall not be commingled with the funds of any other  Person,
and the Operating Committee shall not employ, or permit any other Person
to  employ,  such  funds in any manner except for  the  benefit  of  the
Partnership.   The bank accounts of the Partnership shall be  maintained
in  such banking institutions as are approved by the Operating Committee
and  withdrawals shall be made only in the regular course of Partnership
business and as otherwise authorized in this Agreement on such signature
or  signatures as the Operating Committee may determine.  Subject to the
limitations  on its powers and authorities set forth in this  Agreement,
the  Operating Committee shall ensure that the Partnership complies with
its  obligations  under the Purchase Agreement and  the  loan  documents
pertaining  to the Existing Financing, and all other material agreements
to  which  the  Partnership is a party or by which  the  Partnership  is
bound.  The Operating Committee shall also have the duties imposed  upon
it  elsewhere  in this Agreement.  The Operating Committee shall  devote
sufficient time, effort and managerial resources to the business of  the
Partnership  as  is  reasonably  required  to  fulfill  its  obligations
hereunder.

          6.5   Warranted  Reliance by Executive Committee  Members  and
Operating  Committee Members on Others.  In exercising  their  authority
and   performing  their  duties  under  this  Agreement,  the  Executive
Committee Members and the Operating Committee Members shall be  entitled
to  rely  on  information,  opinions,  reports,  or  statements  of  the
following persons or groups unless they have actual knowledge concerning
the matter in question that would cause such reliance to be unwarranted:

                 (a)  one  or  more agents of the Partnership  whom  the
Executive  Committee Member or Operating Committee Member, as  the  case
may  be, reasonably believes to be reliable and competent in the matters
presented; and

                (b)  any attorney, public accountant, or other person as
to  matters which the Executive Committee Member or Operating  Committee
Member,  as  the  case may be, reasonably believes  to  be  within  such
person's professional or expert competence.

        6.6    Authority of the General Partners.

         (a)   Except as otherwise provided herein, the General Partners
shall  have  the  power on behalf and in the name of the Partnership  to
carry out any and all of the objects and purposes of the Partnership set
forth  in  Section  2.3  and to perform all acts incidental  thereto  or
connected therewith which it may deem necessary or advisable, including,
without limitation, the power to:

                (i)     acquire or sell any assets of the Partnership;
<PAGE> 14
                (ii) incur indebtedness on behalf of the Partnership and
          secure any and all of such indebtedness with the assets of the
          Partnership: and

                (iii) open,  maintain, and close bank accounts and  draw
          checks or other orders for the payment of money.

       6.7      Tax  Matters Partner.  Macerich Property EQ GP Corp.  is
specifically  authorized  and appointed to  act  as  the  ``Tax  Matters
Partner''  under  section  6231(a)(7) of the Code  and  in  any  similar
capacity  under  state or local law; provided, however,  that  it  shall
exercise its authority in such capacity subject to all applicable  terms
and  limitations  set  forth  in  this Agreement.   Notwithstanding  the
foregoing, the Tax Matters Partner shall not, without the prior  written
approval  of  the  other General Partner, (i) make any tax  election  on
behalf  of  the  Partnership, (ii) take any action with respect  to  any
federal,  state or local contest of any partnership item (as defined  in
Section  6231(a)(7)  of  the  Code  (or  any  successor  thereto)   (and
comparable  provisions  of  state and local  income  tax  laws)  of  the
Partnership, or (iii) take any action with respect to any audit  of  any
federal, state or local income tax return or income tax report filed  by
or on behalf of the Partnership.

      6.8       Tax  Elections. Without limiting in any way the  General
Partners'  rights and powers under Section 6.6, and subject  to  Section
6.7, the Tax Matters Partner may make any and all elections for Federal,
state,  and  local tax purposes including any election, if permitted  by
applicable  law,  to adjust the basis of the Property pursuant  to  Code
Sections  754, 734(b), and 743(b), or comparable provisions of state  or
local  law, in connection with transfers of interests in the Partnership
and Partnership distributions.

      6.9       Right  to Rely on a General Partner. Any Person  dealing
with  the Partnership may rely (without duty of further inquiry) upon  a
certificate  signed  by a General Partner as to  the  identity  of  such
General  Partner or the Limited Partner, the Persons who are  authorized
to  execute  and deliver any instrument or document of the  Partnership,
and  any  act  or failure to act by the Partnership or any other  matter
whatsoever involving the Partnership or any Partner.

      6.10     Duties and Obligations of General Partners.

            (a) The General Partners shall take all actions which may be
necessary  or  appropriate (i) for the continuation of the Partnership's
valid existence as a limited partnership under the laws of the State  of
Delaware  and  of  each other jurisdiction in which  such  existence  is
necessary to protect the limited liability of the Limited Partner or  to
enable  the  Partnership to conduct the business in which it is  engaged
and (ii) for the accomplishment of the Partnership's purposes.
<PAGE> 15
          (b)  The General Partners shall cause to be provided, or cause
the Partnership to carry, such insurance as is customary in the business
in  which the Partnership is engaged and in the places in which it is so
engaged.

          (c)  Notwithstanding  anything to the  contrary  herein,  the
Partnership  shall, and the General Partners shall cause the Partnership
to:

              i)    maintain its records and books of account separate
     from those of any other Person;

            ii)      not  commingle its assets and funds with those  of
     any  other Person (it being understood that a General Partner  may,
     in  its  capacity  as  a general partner of the  Partnership,  hold
     assets or funds on behalf of the Partnership);

           iii)       conduct its own business in its own name (it being
     understood  that  a  General Partner  may  act  on  behalf  of  the
     Partnership   in  its  capacity  as  a  general  partner   of   the
     Partnership);

           iv)      maintain separate financial statements;

            v)      pay its own liabilities out of its own funds;

           vi)      cause the directors of its general partners to meet
     on a regular basis, or act pursuant to a unanimous written consent,
     to  carry  on the business of the Partnership and keep  minutes  of
     such  meetings and observe all limited partnership formalities,  as
     applicable;

         vii)      maintain  an  arms-length  relationship  with  its
          Affiliates;

       viii)       pay the salaries of its own employees, if any, and
     maintain  a  sufficient  number  of  employees  in  light  of   its
     contemplated business operations;

         ix)       not guarantee or become obligated for the debts of
     any  other  Person  (except in connection with the  endorsement  of
     negotiable  instruments  in the ordinary  course  of  business  and
     except  for a General Partner in its capacity as a general  partner
     of  the  Partnership) or hold out its credit as being available  to
     satisfy the obligations of others;

         x)       allocate  fairly and reasonably any  overhead  for
     shared office space;

        xi)       use separate stationery, invoices and checks;
<PAGE> 16
           xii)      not pledge its assets for the benefit of any other
     Person or make any loans or advances to any Person;

          xiii)      maintain its accounts separate from those  of  any
     other  Person (it being understood that a General Partner  may,  in
     its  capacity as a general partner of the Partnership, maintain  an
     account on behalf of the Partnership);
     
           xiv)          hold itself out as a separate entity;

           xv)           file its own tax returns, as required;

          xvi)           not   engage   in   any  nonexempt   ``prohibited
     transaction'' described in Section 406 of ERISA or section 4975  of
     the Code;

         xvii)         not  acquire  obligations  or  securities  of  its
     stockholders  or  Affiliates (it being understood  that  a  General
     Partner,  in  its capacity as a general partner of the Partnership,
     may hold its interest as a general partner of the Partnership);
<PAGE> 17
              xviii)  correct any misunderstanding actually known by  it
     regarding its separate identity; and

              xix)     maintain  adequate  capital  in  light   of   its
     contemplated business operations.

         (d)    Notwithstanding anything to the contrary herein, for  so
long as the Existing Financing is outstanding, the General Partners  may
not  do, or cause or permit the Partnership to do, any of the following:
(i) wind up, dissolve or liquidate, in whole or in part, consolidate  or
merge  with or into any other Person or convey, sell or transfer all  or
substantially all of the assets of the Partnership to any  Person;  (ii)
approve  any act by the Partnership as a result of which the Partnership
would be dissolved; (iii) engage in any business or activity other than,
in  the  case  of  a  General  Partner, the ownership  of  such  General
Partner's  interest  in  the  Partnership,  or  in  the  case   of   the
Partnership,  the  ownership and operation of the  Properties;  or  (iv)
incur  or  assume  any indebtedness, other than,  in  the  case  of  the
Partnership, the Existing Financing.

      6.11      Indemnification  of  General  Partners.     The  General
Partners   or  any  officers  or  directors  of  the  General   Partners
(collectively,  "Indemnitees") shall have no liability  to  any  Partner
or  the  Partnership for, and the Partnership agrees to  indemnify  each
Indemnitee to the fullest extent permitted by law from and against,  any
and  all  losses, judgments, liabilities, expenses and amounts  paid  in
settlement  of  any  claims sustained by them  in  connection  with  the
Partnership.  However, each Indemnitee shall be liable, responsible, and
accountable, and the Partnership shall not be liable to any  Indemnitee,
for any portion of such losses, judgments, liabilities and expenses that
results  from any Indemnitee's willful misconduct, or fraud, as  finally
determined by a court of competent jurisdiction.  If any action, suit or
proceeding shall be pending against the Partnership or an Indemnitee  in
connection with the Partnership, such Indemnitee shall have the right to
employ  separate  counsel  of  its  choice  in  such  action,  suit   or
proceeding.   The reasonable fees and expenses of such separate  counsel
shall  constitute  expenses  for  the purposes  of  the  indemnification
provided  by this Section 6.11.  The satisfaction of the obligations  of
the Partnership under this Section 6.11 shall be from and limited to the
assets  of the Partnership, and no other Partner shall have any personal
liability on account thereof.  Each Indemnitee shall have the  right  to
receive  advances from the Partnership for all legal expenses and  other
costs  incurred  as a result of a legal action and for all  amounts  for
which  such  Indemnitee believes in good faith that such  Indemnitee  is
entitled to indemnification under this Section 6.11, but only if (i) the
legal  action relates to the performance of duties or services  by  such
Indemnitee  on  behalf  of  the Partnership; and  (ii)  such  Indemnitee
undertakes  to  repay  the  advanced funds to  the  Partnership  in  the
circumstances and the manner set out below.  The Partnership shall  make
such  advances (for which the Partnership is liable as determined above)
within  30  days after a request for such advance is received.   In  the
event  that  a  determination is made that the  Partnership  is  not  so
obligated  in  respect of any advance made by it, such  Indemnitee  will
within  30  days of such determination repay the advanced funds  to  the
Partnership  with interest from the date of payment until  the  date  of
repayment of such amount and in the event that a determination  is  made
<PAGE> 18
that  the  Partnership  is so obligated in respect  of  any  amount  not
advanced  by the Partnership to a particular Indemnitee, the Partnership
will  within  30  days  of such determination pay such  amount  to  such
Indemnitee with interest from the date of any expenditure to the date of
such  determination.   Any  judgment against  the  Partnership  and  any
Indemnitee  wherein  such  Indemnitee  is  entitled  to  indemnification
hereunder  must  first be satisfied from the assets of  the  Partnership
before  such  Indemnitee  is responsible for the  satisfaction  of  such
judgment.

     6.12      Reimbursement.  A General Partner shall be reimbursed for
all  reasonable  costs and expenses incurred by  it  on  behalf  of  the
Partnership.  A General Partner shall receive no other compensation  for
managing the affairs of the Partnership.

     6.13       Removal of General Partners.  A Majority in Interest  of
the  Limited  Partners shall have the power and authority  to  remove  a
General  Partner and to appoint a replacement General Partner,  provided
that  any  such  replacement General Partner shall be a Person  (i)  who
consents  to  such  appointment, (ii) who is capable of  performing  the
functions of the replaced General Partner hereunder, and (iii) who is an
entity  organized pursuant to a certificate of incorporation  (or  other
constituent  documents)  which  includes  provisions  in  form  and   in
substance  that comply with the requirements of the Existing  Financing.
Any  replacement General Partner appointed pursuant to this Section 6.13
shall, effective upon acceptance of such appointment, be admitted  as  a
General  Partner of the Partnership, and shall succeed  to  all  of  the
powers  and  responsibilities of the replaced General Partner hereunder.
In  the event that the replaced General Partner is replaced pursuant  to
this  Section  6.13  by  a replacement General Partner  which  does  not
purchase such replaced General Partner's Partnership Interest, (i)  such
replaced  General  Partner  shall  be  treated  as  an  assignee  of   a
Partnership  Interest  under  Section 8.1  and  may  be  admitted  as  a
substituted Partner subject to the consent of a Majority in Interest  of
the Limited Partners and (ii) all Partnership Interests shall be reduced
pro  rata  to  the  minimum extent necessary to  admit  the  replacement
General Partner as a Partner.

       6.14     Management  Agreements.  Macerich  or  an  Affiliate  of
Macerich  shall  be hired as Property Manager to manage  the  Properties
described  on  Schedule 2 attached hereto, and Simco or an Affiliate  of
Simco  shall  be  hired  as Property Manager to  manage  the  Properties
described on Schedule 3 attached hereto.  The management of each of  the
Properties shall be governed by management agreements to be entered into
prior to the Partnership's acquisition of the Properties.  Macerich  and
Simco hereby covenant and agree to negotiate in good faith to agree upon
a  form management agreement which will govern the management of each of
the  Properties.   One form management agreement will be  used  for  all
Properties,  whether  managed  by Macerich  or  Simco.   Notwithstanding
anything  to  the  contrary stated in this Agreement,  Macerich,  acting
alone,  shall  have the exclusive right and authority on behalf  of  the
Partnership  so  long  as Macerich is not a Defaulting  Partner  (i)  to
determine  on  behalf of the Partnership whether Simco or its  Affiliate
acting  as  Property  Manager  under any management  agreement  for  any
property (each a "Simco Management Agreement") is in default under  such
Simco  Management Agreement, and, if so, the action to be taken  by  the
Partnership with respect thereto, (ii) to exercise termination rights in
<PAGE> 19
accordance  with the terms under each Simco Management Agreement,  (iii)
to   arrange  for  and  cause  the  enforcement  and  defense   of   the
Partnership's   rights  under  each  such  Simco  Management   Agreement
(including  by  the prosecution or defense of any proceeding  or  action
that  it deems necessary or appropriate), (iv) to grant any approval  or
waiver  under, or agree to any amendment or modification of,  any  Simco
Management  Agreement,  and  (v) to retain, as  a  Partnership  expense,
counsel  of its choosing in connection with any of the foregoing actions
set forth in clauses (i), (ii), (iii) or (iv).  Notwithstanding anything
to  the contrary statement in this Agreement, Simco, acting alone, shall
have  the exclusive right and authority on behalf of the Partnership  so
long as Simco is not a Defaulting Partner (i) to determine on behalf  of
the  Partnership  whether Macerich or its Affiliate acting  as  Property
Manager  under  any  management  agreement  for  any  Property  (each  a
"Macerich  Management  Agreement") is in  default  under  such  Macerich
Management  Agreement,  and,  if so, the  action  to  be  taken  by  the
Partnership with respect thereto, (ii) to exercise termination rights in
accordance  with  the  terms under each Macerich  Management  Agreement,
(iii)  to  arrange  for and cause the enforcement  and  defense  of  the
Partnership's  rights  under  each such  Macerich  Management  Agreement
(including  by  the prosecution or defense of any proceeding  or  action
that  it deems necessary or appropriate), (iv) to grant any approval  or
waiver under, or agree to any amendment or modification of, any Macerich
Management  Agreement,  and  (v) to retain, as  a  Partnership  expense,
counsel  of its choosing in connection with any of the foregoing actions
set  forth  in  clauses (i), (ii), (iii) or (iv).   In  no  event  shall
Macerich have the right to cause the termination or cancellation of  any
Simco  Management Agreement without cause, and in no event  shall  Simco
have  the right to cause the termination or cancellation of any Macerich
Management Agreement without cause.

       6.15     REIT  Status.   The  Partners  hereby  acknowledge  that
certain  Persons directly or indirectly owning interests in Macerich  or
Simco or the Limited Partners are and intend to qualify at all times  as
a  REIT,  and  that  each such Partner's or other  Person's  ability  to
qualify  as  such  will  depend  principally  upon  the  nature  of  the
Partnership's  operations.   Accordingly, the  Partnership's  operations
shall  be  conducted at all times in a manner that will enable  each  of
Macerich,  Simco  and  the  Limited Partners  and  each  Person  owning,
directly  or  indirectly, interests in either Macerich or Simco  or  the
Limited  Partners  to  satisfy all requirements for  REIT  status  under
Sections  856  through  860 of the Code and the regulations  promulgated
thereunder to the extent possible.  In furtherance of the foregoing (and
not  in  limitation thereof), notwithstanding any other provision herein
to  the  contrary,  the  Partnership shall  conduct  its  operations  in
accordance with the following provisions at all times:

                (a)   The  Partnership shall not render any services  to
any  lessee  or  sublessee or any customer thereof, either  directly  or
through  an  "independent  contractor" within  the  meaning  of  Section
856(d)(3) of the Code, if the rendering of such services shall cause all
or  any part of the rents received by the Partnership to fail to qualify
as  "rents  from real property" within the meaning of Section 856(d)  of
the Code;
<PAGE> 20
               (b)     The  Partnership  shall  not  own,  directly   or
indirectly  (taking into account the attribution rules  referred  to  in
Section  856(d)(5) of the Code), in the aggregate 10%  or  more  of  the
total  number  of shares of all classes of stock, 10%  or  more  of  the
voting power of all classes of voting stock or 10% or more of the assets
or  net profits of any lessee or sublessee of all or any part of any  of
the Properties;

                 (c) No lease or sublease of any space at the Properties
shall  provide for any rent based in whole or in part on the "income  or
profits" within the meaning of Section 856(d)(2)(A) of the Code  derived
by any lessee or sublessee;

              (d)     The Partnership shall not own more than 10% of the
outstanding  voting  securities of any one  issuer  (as  determined  for
purposes of Section 856(c)(5)(B) of the Code);

             (e)      Neither the Partnership nor any Partner shall take
any  action  (or fail to take any action permitted under this Agreement)
that would otherwise cause the Partnership's gross income to consist  of
more  than one percent (1%) of income not described in Section 856(c)(2)
of  the  Code or more than ten percent (10%) of income not described  in
Section  856(c)(3)  of the Code, or cause any significant  part  of  the
Partnership Assets to consist of assets other than "real estate  assets"
within the meaning of Section 856(c)(6)(B) of the Code;

           (f)        The  Partnership shall distribute to the  Partners
during  each  Fiscal  Year an amount of cash such that  the  portion  so
distributed  will  equal  or exceed 100% of the  amount  of  Partnership
taxable income, if any, to be allocated to the Partners with respect  to
such  Fiscal  Year  distributed at the times  required  to  prevent  the
imposition  of  an excise tax under Section 4981 of the Code;  provided,
however, that if each such Partner's distributable share of any Net Cash
Flow  from Operations of the Partnership and its distributable share  of
any  funds  maintained in the Partnership reserves are  insufficient  to
meet  the  aforesaid  distribution  requirement  with  respect  to  such
Partner,  then  the  Partnership  shall  have  satisfied  the  foregoing
distribution  requirement with respect to such Partner upon distributing
to  it  such  distributable share of Net Cash Flow from  Operations  and
funds  maintained in the Partnership reserves.  In no  event  shall  the
Partnership  be required to borrow funds, or any Partner be required  to
contribute  funds to the Partnership, in order to permit the Partnership
to  satisfy  the foregoing distribution requirement.  In no event  shall
the  foregoing  provisions of this subsection (f) adversely  affect  the
allocation  of,  and  Partnership  Interest  in,  Net  Cash  Flow   from
Operations of any other Partner.

              (g)    The Partnership shall not engage in any "prohibited
transactions"  within  the meaning of Section 857(b)(6)(B)(iii)  of  the
Code.

The  Partners  hereby  acknowledge that the foregoing  are  the  current
guidelines  applicable to the qualification of REITs.   If  and  to  the
extent that any of the requirements to qualify for REIT status shall  be
changed,  altered, modified or added to, then such changes, alterations,
<PAGE> 21
modifications or additions, as applicable, shall be deemed  incorporated
herein, and this Section 6.15 shall be deemed to be amended and modified
as  necessary  to incorporate such changed, altered, modified  or  added
REIT requirements.


        6.16   Defaults and Remedies.

                (a)   Events of Default.  The occurrence of any  of  the
following  events  by  or  with respect to a  Partner  (the  "Defaulting
Partner";  and  the  other Partners shall be referred  to  herein  as  a
"Non-defaulting  Partner," provided that the other Partners  or  any  of
them  is  not already a Defaulting Partner) shall be a default hereunder
and  if  not cured within the applicable notice and cure period provided
below,  if  any,  such default shall constitute an  "Event  of  Default"
hereunder:

                     (i) The failure of a Partner to make any payment as
     required  by  this  Agreement that is not  cured  within  five  (5)
     business days of written notice to such Partner;

                    (ii)  The failure of a Partner to perform any of its
     other  obligations under this Agreement or the breach by a  Partner
     of  any of the terms of this Agreement, and a continuation of  such
     failure or breach for more than thirty (30) days after notice by  a
     Non-defaulting  Partner  to  the  Defaulting  Partner   that   such
     Defaulting  Partner  has failed to perform any of  its  obligations
     under,  or  has  breached, this Agreement; provided  that  if  such
     failure or breach is of the nature that it can be cured but  cannot
     reasonably be cured within such thirty (30) day period, such period
     shall  be extended for up to an additional sixty (60) days so  long
     as  the  Defaulting Partner in good faith commences all  reasonable
     curative efforts within ten (10) days of its receipt of such notice
     from  the  Non-defaulting Partner and diligently and  expeditiously
     continues its curative efforts to completion; or

                   (iii)  The occurrence of a Bankruptcy with respect to
     a Partner or the withdrawal by a Partner.

               (b)    Remedies.   Upon the occurrence of  any  Event  of
Default,  a  Non-defaulting Partner may elect to do one or more  of  the
following:

                     (i) Exercise its rights under Section 6.16;

                    (ii)   Dissolve  the  Partnership  and  commence  to
     liquidate its assets as provided in Article X;
<PAGE> 22
                  (iii)   Enforce any covenant by the Defaulting Partner
     to  advance  money  or  to take or forbear from  any  other  action
     hereunder; or

                  (iv)    Pursue  any  other  remedy permitted  by  this
     Agreement or at law or in equity.

             (c)      Change  of Governance of Partnership.  In addition
to  any other rights or remedies which a Non-defaulting Partner may have
under  this Agreement or under applicable laws with respect to an  Event
of  Default,  a  Non-defaulting Partner that is a General Partner  shall
have  the  option  to  exercise  the rights  set  forth  below  in  this
Section  6.16 in the event of the occurrence of any Event of Default  by
the  other General Partner.  Upon the occurrence of an Event of  Default
by  a  General Partner, the other General Partner may elect,  by  giving
written  notice  to the Defaulting Partner, to assume the  role  of  the
"Controlling  Partner"  of the Partnership, and  shall  remain  as  such
unless and until (i) the Partners otherwise agree, (ii) such Controlling
Partner is removed as such pursuant to the foregoing provisions of  this
Section  6.16  by reason of its having become a Defaulting  Partner,  or
(iii) such Event of Default is cured.  During the period of time that an
Event  of  Default by a General Partner has occurred and is  continuing,
the  other  General Partner shall have the authority to  take  exclusive
charge  and  control of the Partnership free and clear of  any  and  all
restrictions  (including  any and all restrictions  set  forth  in  this
Article  VI  and any and all consent, voting or approval rights  granted
the  Executive  Committee, Operating Committee or any  General  Partner,
other  than  that of the Controlling Partner) imposed by this Agreement,
and  the  Defaulting  Partner's right to,  acting  alone,  make  certain
decisions  and  take certain actions with respect to matters  concerning
the  Partnership's  management agreements with a Non-defaulting  Partner
(or  its Affiliates) as provided in Section 6.14 shall be suspended  and
the other General Partner as the Controlling Partner shall make all such
decisions and take all such actions thereunder.  The Controlling Partner
shall  have  the right to amend any fictitious business name  statement,
certificate  of  partnership, or any similar document  to  reflect  such
election  and to provide that it is the sole General Partner  authorized
to  bind  the  Partnership,  and to file  or  record  any  such  amended
documents  and  change  the  Partnership's Principal  Office,  and  each
Partner  hereby grants to the Controlling Partner its irrevocable  power
of  attorney to do the same, which power of attorney shall be deemed  to
be  a power coupled with an interest which may not be revoked until  the
termination and winding up of the Partnership.  The provisions  of  this
Section 6.16(c) shall take precedence over any provision to the contrary
set forth in this Agreement.

           (d)        Remedies Not Exclusive.  No remedy conferred  upon
the  Partnership  or any Partner in this Agreement  is  intended  to  be
exclusive  of  any other remedy herein or by law provided or  permitted,
but  rather each shall be cumulative and shall be in addition  to  every
other  remedy given hereunder or now or hereafter existing  at  law,  in
equity or by statute.
<PAGE> 23
                               ARTICLE VII

                               AMENDMENTS

        7.1     Amendments.  Amendments permitted to be made under  this
Agreement may be made only by an instrument in writing signed by all  of
the Partners.  For so long as the Existing Financing is outstanding, the
Partnership shall not amend, alter in any manner or delete Sections 2.3,
2.7,  6.10, 6.13, 7.1, or 10.1 hereof without the unanimous vote of  all
directors  of the General Partners, including the Independent  Directors
of  each  General  Partner; provided, however, that the Partnership  may
amend  or alter any such Section without obtaining such consent in order
to  clarify  the  provision of such Section if  (i)  such  amendment  or
alteration  will  not  materially adversely affect  the  rights  of  the
holders  of  any  outstanding debt instruments of the  Partnership,  and
(ii)  prior written notice is given to each rating agency for such  debt
instruments of such amendment and each rating agency approves the same.

                                 ARTICLE VIII

                   TRANSFERS OF PARTNERSHIP INTERESTS

         8.1     Rights   of  Transferees.  An  assignee  of  a  Limited
Partnership Interest shall be admitted as a substitute Limited  Partner,
and shall have all rights of a Partner under the Act and this Agreement.
An  assignee  of a Partnership Interest shall execute an  instrument  in
form  and substance satisfactory to the General Partners agreeing to  be
bound  by,  and  to  acquire the Partnership Interest  subject  to,  the
provisions of this Agreement.

                                 ARTICLE IX

                            POWER OF ATTORNEY

       9.1      General Partner as Attorney. The Limited Partner  hereby
makes,  constitutes,  and appoints each General  Partner  its  true  and
lawful attorney to make, sign, execute, certify, acknowledge, file,  and
record  any  instrument deemed necessary or appropriate by  the  General
Partners  to  carry  out  fully the provisions of  this  Agreement.  The
Limited  Partner  authorizes the General Partners to  take  any  further
action  which  the General Partners consider necessary or  advisable  in
connection with the foregoing.
<PAGE> 24
                                 ARTICLE X

                       DISSOLUTION AND WINDING UP

       10.1     Liquidating  Events. The Partnership shall dissolve  and
commence  winding up and liquidating upon the first to occur of  any  of
the following, and upon no other event without the unanimous consent  of
all  general  partners  of the Partnership at such  time  (``Liquidating
Events''):

          (a)   January 1, 2095;

          (b)   The  sale of all property of the Partnership so long  as
the  Existing  Financing  is  no  longer  outstanding  and  all  of  the
Partnership's  obligations with respect to such Existing Financing  have
been satisfied;

          (c)   The happening of any other event that makes it unlawful,
impossible,  or,  so  long  as  the  Existing  Financing  is  no  longer
outstanding and all of the Partnership's obligations with respect to the
Existing  Financing have been satisfied, impractical  to  carry  on  the
business of the Partnership;

          (d)   The  withdrawal,  removal  or  bankruptcy  of  the  last
remaining General Partner, the assignment by such General Partner of its
entire  interest in the Partnership or any other event that causes  such
General Partner to cease to be a general partner under the Act, provided
that  any  such event shall not constitute a Liquidating  Event  if  the
Partnership is continued pursuant to this Section 10.1; or

        (e)    At  any  time from and after the date which is  eighteen
(18)  months after the acquisition of the Properties by the Partnership,
upon  the election of either General Partner, without cause and  in  its
sole and absolute discretion; provided, however, that this subclause (e)
shall  not be effective unless, prior to or contemporaneously  with  any
such transaction, the Existing Financing is satisfied in full.

The  Partners  hereby agree that, notwithstanding any provision  of  the
Act,  the  Partnership shall not dissolve prior to the occurrence  of  a
Liquidating  Event.  Upon  the occurrence of  any  event  set  forth  in
Subparagraph  (d)  hereof, the Partnership shall  not  be  dissolved  or
required  to  be  wound up if within ninety (90) days after  such  event
Partners  holding a majority of the remaining Partnership  Interests  in
the  Partnership  agree  in  writing to continue  the  business  of  the
Partnership  and to the appointment, effective as of the  date  of  such
event, of one or more additional General Partners.

     10.2      Winding Up. Except as otherwise provided in Section 10.1,
upon  the  occurrence  of  a Liquidating Event,  the  Partnership  shall
continue solely for the purposes of winding up its affairs in an orderly
<PAGE> 25
manner,  liquidating  its  assets, and  satisfying  the  claims  of  its
creditors  and  Partners.  To  the  extent  not  inconsistent  with  the
foregoing,  all  covenants  and  obligations  in  this  Agreement  shall
continue  in  full force and effect until such time as  the  Partnership
assets  have  been  distributed pursuant to this Section  10.2  and  the
certificate of limited partnership has been canceled in accordance  with
the  Act.  The  General Partner (or, in the event there  is  no  General
Partner,   any  Person  elected  by  the  Limited  Partners)  shall   be
responsible  for  overseeing  the winding  up  and  dissolution  of  the
Partnership,  shall  take full account of the Partnership's  liabilities
and  Property,  shall cause the Partnership assets to be  liquidated  as
promptly  as  is consistent with obtaining the fair value  thereof,  and
shall  cause the proceeds therefrom, to the extent sufficient  therefor,
to be applied and distributed in the following order:

         (a)    First,  to  the  payment and discharge  of  all  of  the
Partnership's debts and liabilities to creditors; and

         (b)   The  balance,  if any, to the General Partners  and  the
Limited Partner in accordance with their Capital Accounts, after  giving
effect  to  all  contributions, distributions, and allocations  for  all
periods.

           Notwithstanding the foregoing, in the event of a  dissolution
under the circumstances described in subclause (e) of Section 10.1,  the
assets of the Partnership shall not be sold, but shall be distributed in
kind to the Partners.

                                ARTICLE XI

                            BOOKS AND REPORTS

        11.1   Books of Account and Records.

         (a)   Appropriate books of account and records shall be kept by
the  General Partners at the principal office the Partnership  and  each
Partner  shall at all times have access thereto. Such books  of  account
and records shall include a Register of Partnership Interests to reflect
the  ownership,  transfer, pledge or release of pledge of uncertificated
securities.

        (b)     The  books of account of the Partnership shall,  at  the
election of the General Partners, be kept on a cash or accrual basis  in
accordance with sound accounting principles.

                               ARTICLE XII

                              MISCELLANEOUS

        12.1    Notices.  Any  notice, payment, demand, or communication
required  or  permitted to be given by any provision of  this  Agreement
shall  be in writing and addressed as follows, provided that any Partner
<PAGE> 26
may change any of the following information by delivering notice of such
change to the other party:

          If to the Limited Partner:

               SM Portfolio Limited Partnership
               233 Wilshire Boulevard, Suite 700
               Santa Monica, California  90401
               Telecopier No.:  (310) 395-2791

          If to the General Partners:


               If to Simco Acquisitions, Inc.:

               c/o Simon DeBartolo Group
               National City Center
               115 West Washington Street
               Indianapolis, Indiana  46204
               Telecopier No.:  (317) 685-7221

               If to Macerich Property EQ GP Corp.:

               233 Wilshire Boulevard, Suite 700
               Santa Monica, California 90401
               Telecopier No.:  (310) 395-2791

Any such notice shall be deemed to be delivered, given, and received for
all purposes as of the date so delivered.

      12.2      Binding  Effect.  Except as otherwise provided  in  this
Agreement,  every covenant, term, and provision of this Agreement  shall
be  binding  upon  and inure to the benefit of the  Partners  and  their
respective   heirs,   legatees,   legal   representatives,   successors,
transferees, and assigns.

     12.3       Severability.  Every  provision  of  this  Agreement  is
intended to be severable. If any term or provision hereof is illegal  or
invalid  for any reason whatsoever, such illegality or invalidity  shall
not affect the validity or legality of the remainder of this Agreement.

     12.4       Governing  Law. The laws of the State of Delaware  shall
govern  the  validity of this Agreement, the construction of its  terms,
and the interpretation of the rights and duties of the Partners.
<PAGE> 27        
    12.5        Counterpart Execution. This Agreement may be executed in
any  number  of  counterparts with the same effect  as  if  all  of  the
Partners  had  signed  the  same document.  All  counterparts  shall  be
construed together and shall constitute one agreement.

   [The remainder of this page has been intentionally been left blank]
<PAGE> 28


           IN  WITNESS  WHEREOF,  the parties  have  entered  into  this
Agreement of Limited Partnership as of the day first above written.

                                        General Partners

                                        Simco Acquisitions, Inc.


                                        By:
                                        Its:                             
                               

                                        Macerich Property EQ GP Corp.


                                        By: \s\Richard A. Bayer
                                             Richard A. Bayer
                                        Its: General Counsel and Secretary



                                        Limited Partner

                                        SM Portfolio Limited Partnership

                                        By:  Macerich EQ GP Corp.,
                                             a Delaware corporation,
                                             its General Partner


                                        By:  \s\Richard A. Bayer
                                             Richard A. Bayer
                                        Its: General Counsel and Secretary
<PAGE> 29

                                        By:  SDG EQ Associates, Inc.,
                                        a Delaware corporation,
                                        its General Partner

                                        By:

                                       
                                        Its:
<PAGE> 30

                                EXHIBIT A

                    AGREEMENT OF LIMITED PARTNERSHIP

                                   OF

                                    

                                Partners

Names                               Capital Contribution  Partnership Interest

SM Portfolio Limited Partnership        $ 990                        99%

SDG Property EQ Associates, Inc.        $   5                        .5%

Macerich Property EQ GP Corp.           $   5                        .5%
                               
                               
                               SCHEDULE 1

                           LIST OF PROPERTIES


1.   Eastland Mall
     Evansville, Indiana

2.   Empire East
     Sioux Falls, South Dakota

3.   Empire Mall
     Sioux Falls, South Dakota

4.   Granite Run Mall
     Media, Pennsylvania

5.   Lake Square Mall
     Leesburg, Florida

6.   Lindale Mall
     Cedar Rapids, Iowa

7.   Mesa Mall
     Grand Junction, Colorado

8.   NorthPark Mall
     Davenport, Iowa

9.   Rushmore Mall
     Rapid City, South Dakota

10.  Southern Hills Mall
     Sioux City, Iowa

11.  SouthPark Mall
     Moline, Illinois

12.  Southridge Mall
     Des Moines, Iowa

13.  Valley Mall
     Harrisonburg, Virginia
                               
                               
                               SCHEDULE 2

                       MACERICH MANAGED PROPERTIES


1.   Empire East
     Sioux Falls, South Dakota

2.   Empire Mall
     Sioux Falls, South Dakota

3.   Lindale Mall
     Cedar Rapids, Iowa

4.   Mesa Mall
     Grand Junction, Colorado

5.   Rushmore Mall
     Rapid City, South Dakota

6.   Southern Hills Mall
     Sioux City, Iowa

7.   Southridge Mall
     Des Moines, Iowa

                               SCHEDULE 3

                        SIMCO MANAGED PROPERTIES



1.   Eastland Mall
     Evansville, Indiana

2.   Granite Run Mall
     Media, Pennsylvania

3.   Lake Square Mall
     Leesburg, Florida

4.   NorthPark Mall
     Davenport, Iowa

5.   SouthPark Mall
     Moline, Illinois

6.   Valley Mall
     Harrisonburg, Virginia