Macerich Company (MAC)

RECITALS

A.            The Grantee is an employee of the Company or one of its Subsidiaries or affiliates and provides services to the Partnership.

B.            Pursuant to The Macerich Company 2003 Equity Incentive Plan, as amended, which includes any applicable programs thereunder (the “2003 Plan”), the Company has granted to the Grantee with reference to services rendered and to be rendered to the Company, upon the terms and conditions set forth herein, an award of LTIP Units (this “Award”) as described in this Award Agreement (this “Agreement” or “Award Agreement”). This Award was made by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to authority delegated to it by the Board as set forth in the Committee’s charter, including authority to make grants of equity interests in the Partnership which may, under certain circumstances, become exchangeable for shares of the Company’s Common Stock reserved for issuance under the 2003 Plan, or any successor equity plan (as any such plan may be amended, modified or supplemented from time to time, collectively the “Stock Plan”).

C.            Effective as of the Effective Date specified in Schedule A hereto, the Committee awarded to the Grantee the number of LTIP Units set forth in Schedule A.

RECITALS

A.            Pursuant to that certain Second Amended and Restated Credit Agreement, dated as of July 20, 2006, as amended or otherwise modified to date (the “Credit Agreement”), by and among the Borrower, MAC, the lenders from time to time party thereto (the “Existing Lenders”), and the Administrative Agent, the Existing Lenders have made $1,500,000,000 of revolving credit facilities available to the Borrower and certain subsidiaries and affiliates of the Borrower.  Initially capitalized terms used herein and not otherwise defined have the respective meanings given to such terms in the Credit Agreement.

B.            The Borrower has requested that certain modifications to the Credit Agreement as more fully set forth herein.

C.            The Lenders party hereto and the Borrower have agreed to amend the Credit Agreement and DBTCA has agreed to act as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Benefited Creditors on the terms and subject to the conditions set forth herein and in the other Loan Documents.

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NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

RECITALS

A.            Pursuant to that certain Credit Agreement, dated as of April 25, 2005, as amended or otherwise modified to date (the “Credit Agreement”), by and among the Borrower, MAC, the lenders from time to time party thereto (the “Existing Lenders”), and the Administrative Agent, the Existing Lenders have made a term loan to the Borrower in the principal amount of $450,000,000. Initially capitalized terms used herein and not otherwise defined have the respective meanings given to such terms in the Credit Agreement.

B.            The Borrower has requested that certain modifications to the Credit Agreement as more fully set forth herein.

C.            The Lenders party hereto and the Borrower have agreed to amend the Credit Agreement and DBTCA has agreed to act as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Benefited Creditors on the terms and subject to the conditions set forth herein and in the other Loan Documents.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

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RECITALS

A.                                   Amended and Restated Credit Agreement, dated as of April 25, 2005, as amended or otherwise modified to date (the “Credit Agreement”), by and among the Borrower, MAC, the lenders from time to time party thereto (the “Existing Lenders”), and the Administrative Agent, the Existing Lenders have made a term loan to the Borrower in the principal amount of $250,000,000. Initially capitalized terms used herein and not otherwise defined have the respective meanings given to such terms in the Credit Agreement.

B.                                     The Borrower has requested that certain modifications to the Credit Agreement as more fully set forth herein.

C.                                     The Lenders party hereto and the Borrower have agreed to amend the Credit Agreement and DBTCA has agreed to act as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Benefited Creditors on the terms and subject to the conditions set forth herein and in the other Loan Documents.

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RECITALS

A.            Pursuant to that certain Amended and Restated Credit Agreement, dated as of April 25, 2005, as amended or otherwise modified to date (the “Existing Credit Agreement”), by and among the Borrower, MAC, the lenders from time to time party thereto (the “Existing Lenders”), and DBTCA, as Administrative Agent, the Existing Lenders have made $1,000,000,000 of revolving credit facilities available to the Borrower and certain subsidiaries and affiliates of the Borrower.

B.            The Borrower has requested that the Lenders increase the outstanding amount of such credit facilities as revolving credit facilities hereunder in an aggregate amount of up to $1,500,000,000 at any one time outstanding and DBTCA agrees to act as administrative agent for the benefit of the Lenders with respect to such credit extension.

C.            The Lenders party hereto and the Borrower have agreed to amend and restate such Existing Credit Agreement and DBTCA has agreed to act as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Benefited Creditors on the terms and subject to the conditions set forth herein and in the other Loan Documents.

NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

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A.                                   The Borrower has requested the Lenders to extend credit to the Borrower in the form of a single disbursement term loan and a single disbursement interim loan and that Deutsche Bank Trust Company Americas act as administrative agent for the benefit of the Lenders with respect to such credit extension.

B.                                     The Lenders party hereto have agreed to extend such credit facility and Deutsche Bank Trust Company Americas has agreed to act as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Benefited Creditors on the terms and subject to the conditions set forth herein and in the other Loan Documents (as that term and capitalized terms are defined in, or the location of the definitions thereof referenced in, the Glossary attached hereto as Annex I and by this reference incorporated herein).

NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

RECITALS

A.            Pursuant to that certain Credit Agreement, dated as of May 13, 2003, as amended or otherwise modified to date (the “Existing Credit Agreement”), by and among the Borrower, MAC, the lenders from time to time party thereto (the “Existing Lenders”), and DBTCA, as Administrative Agent, the Existing Lenders made a term loan to the Borrower in the principal amount of $250,000,000.

B.            The Lenders party hereto have agreed to amend and restate such credit facility, DBTCA has agreed to act as administrative agent on behalf of the Lenders and as collateral agent on behalf of the Benefited Creditors on the terms and subject to the conditions set forth herein and in the other Loan Documents (as that term and capitalized terms are defined in, or the location of the definitions thereof referenced in, the Glossary attached hereto as Annex I and by this reference incorporated herein).

C.            The parties hereto intend that the Obligations (as defined in the Existing Credit Agreement, hereinafter the “Existing Obligations”) shall continue to exist under, and to be evidenced by, this Agreement.

NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:

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RECITALS

        WHEREAS, the parties wish to effect a business combination through a merger of Merger Sub with and into the Company (the "Merger"), with the Company as the surviving entity, on the terms and conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL");

        WHEREAS, the Board of Directors of the Company (the "Company Board") has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable;

        WHEREAS, the Board of Directors of Merger Sub has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, and Parent, in its capacity as general partner of Parent LP, has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable;

        WHEREAS, as a condition to the willingness of Company and Company LP to enter into this Agreement, the parties have agreed, and provided herein, that Company LP shall merge with a Delaware limited partnership that is a Subsidiary of Parent LP, with the Company LP as the surviving entity (the "Partnership Merger") and, as consideration in such merger, each Company LP Unit held by a Company Limited Partner (other than the Company or any of its Subsidiaries or Affiliates), subject to the terms and conditions set forth herein, shall be cancelled and in consideration therefor, each Company Limited Partner will receive cash in an amount equal to the Merger Consideration (the "Partnership Cash Consideration"), provided that, upon the receipt of such Company Limited Partner's consent and approval of the Amended and Restated Company Partnership Agreement, each such Company Limited Partner may elect to receive, in lieu of cash, (i) Class A Convertible Preferred Units in Company LP or (ii) Common Units in Company LP, each subject to the terms of the Amended and Restated Company Partnership Agreement;

        WHEREAS, simultaneously with the Partnership Merger, Company LP will effectuate an amendment and restatement of that certain 2002 Amended and Restated Agreement of Limited Partnership of Company LP (the "Company Partnership Agreement"), which such amendment and restatement shall be in the form attached hereto as Exhibit A (the "Amended and Restated Company Partnership Agreement");

        WHEREAS, as a condition to the willingness of Parent and Parent LP to enter into this Agreement, simultaneously herewith, the Company and Company LP shall deliver or cause to be delivered to Parent executed consent and voting agreements in the form attached hereto as Exhibit B (the "Consent and Voting Agreements") from (i) holders of that number of shares of the common stock and preferred stock of the Company sufficient to approve and adopt this Agreement, the Merger and the other transactions documents, and (ii) the limited partners holding that number of units of Company LP sufficient to approve the Merger, the Partnership Merger, the Amended and Restated Company Partnership Agreement, and the other transactions contemplated hereby;

        WHEREAS, as a condition to the willingness of the Company and Company LP to enter into this Agreement, the Company and Company LP will amend their Certificate of Incorporation and

Certificate of Limited Partnership, as applicable, to effect a change of their respective names so that the word "Wilmorite" is no longer utilized;

        WHEREAS, as a condition to the willingness of the Company and Company LP to enter into this Agreement, simultaneously herewith, Parent LP and Company LP shall have entered into that certain Contribution Agreement in the form attached hereto as Exhibit C (the "Contribution Agreement"), pursuant to which Company LP shall, on the Closing Date, contribute certain assets to Parent LP in exchange for common units of partnership interest of Parent LP on the terms and conditions set forth therein;

        WHEREAS, as a condition to the willingness of the Company and Company LP to enter into this Agreement, simultaneously herewith, Parent and ACI Danbury, Inc., a Delaware corporation ("ACI Danbury") shall have entered into that certain Agreement and Plan of Merger in the form attached hereto as Exhibit D (the "Danbury Merger Agreement"), pursuant to which the parties thereto may effect a business combination through a merger of a subsidiary of Parent with and into ACI Danbury, with ACI Danbury as the surviving entity, on the terms and conditions set forth in the Danbury Merger Agreement, which will close immediately following the Merger;

        WHEREAS, as a condition to the willingness of the Company and Company LP to enter into this Agreement, Parent has agreed to guarantee each of the obligations and undertakings of Parent LP, Merger Sub and, after the Effective Time, the obligations of the Surviving Corporation, under this Agreement; and

        WHEREAS, Parent, Parent LP, Merger Sub, the Company and Company LP desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and also to prescribe various conditions to the Merger.

        NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows: