0001047469-04-038278 Sample Contracts

FORM OF CONTINGENT STOCK AGREEMENT EFFECTIVE AS OF JANUARY 1, 1996
Contingent Stock Agreement • December 23rd, 2004 • General Growth Properties Inc • Real estate investment trusts • Delaware

This Contingent Stock Agreement, effective as of January 1, 1996, is by The Rouse Company, a Maryland corporation (the "Company"), in favor of and for the benefit of the Holders and the Representatives (as such terms are hereinafter defined).

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ASSUMPTION AGREEMENT
Assumption Agreement • December 23rd, 2004 • General Growth Properties Inc • Real estate investment trusts • Delaware

This Assumption Agreement (this "Agreement") is made and entered into this 19th day of October, 2004 by and between General Growth Properties, Inc., a Delaware corporation ("GGP"), and The Rouse Company, a Maryland corporation ("Rouse") in favor of and for the benefit of the Holders and the Representatives referred to below.

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