Exhibit 1.2 to Form 8-K] [Exhibit 1.5 to Registration Statement] PRICING AGREEMENTPricing Agreement • January 18th, 2002 • Rouse Company • Operators of nonresidential buildings
The Rouse Company, a Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 16, 2002 (the "Underwriting Agreement"), to issue and sell to you (the "Designated Underwriter") the Shares specified in Schedule I hereto (the "Designated Shares", consisting of Firm Shares and any Optional Shares the Designated Underwriter may elect to purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date
COMMON STOCKUnderwriting Agreement • January 18th, 2002 • Rouse Company • Operators of nonresidential buildings • New York
