Macerich Company (MAC)

Registration Rights Agreement

                Pursuant to the Registration Rights Agreement, Macerich agrees that the Macerich common stock issuable in exchange for new units will be registered on an “issuance” basis under Rule 415 of the Securities Act of 1933, to be filed on Form S-3 within 14 days before or after the date which is 1 year from the effective time of the merger.  Macerich will use its reasonable best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission as soon as practicable, and, if declared effective, to remain continuously effective until all unitholders have tendered for redemption their outstanding new units.

                In the event that Form S-3 is unavailable on the date when Macerich has agreed to file the registration statement described above, or Form S-3 has become unavailable after such date, or Macerich is unable, for any reason, to cause such registration statement to be declared effective within 90 days of the date on which it is filed, then within 10 days of the occurrence of any such event, Macerich also agrees to file a registration statement on Form S-3 or another appropriate form on a “shelf” basis under Rule 415 of the Securities Act relating to the resale of such Macerich common stock issuable in exchange for new units.

                Macerich will also agree to use its reasonable best efforts (including the payment of any listing fees) to list all of the Macerich common stock covered by the registration rights agreement on the principal national securities exchange (currently the New York Stock Exchange) or automated quotation system on which the Macerich common stock is then listed or traded.