0001047469-02-007642 Sample Contracts

THE MILLS CORPORATION (a Delaware corporation) Common Stock, par value $.01 per share UNDERWRITING AGREEMENT December 16, 2002
Underwriting Agreement • December 19th, 2002 • Mills Corp • Real estate investment trusts • New York

THE MILLS CORPORATION, a Delaware corporation (the "Company"), and the sole general partner of Mills LP, a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell to Salomon Smith Barney Inc. (the "Underwriter"), 4,000,000 shares of the Company's common stock, par value $.01 per share (the "Shares"). The shares of common stock, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "Common Stock."

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