EXHIBIT 10.6 THE MACERICH COMPANY DEFERRED COMPENSATION PLAN FOR SENIOR EXECUTIVES

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Exhibit 10.6

THE MACERICH COMPANY
DEFERRED COMPENSATION PLAN
FOR SENIOR EXECUTIVES
(As Amended and Restated Effective as of January 1, 2003)

        This deferred compensation plan (the "Plan") was originally adopted effective April 1, 1994, by THE MACERICH COMPANY (the "Company") to provide supplemental retirement income benefits through deferrals of salary and bonuses. The Plan was subsequently amended and restated effective as of January 1, 1997. The Plan is hereby amended and restated in its entirety as set forth herein, effective as of January 1, 2003, except as otherwise indicated.

ARTICLE I
TITLE AND DEFINITIONS

1.1

Title.

        This Plan shall be known as The Macerich Company Deferred Compensation Plan for Senior Executives.

1.2

Definitions.

        Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

        "Account" or "Accounts" shall mean a Participant's Deferral Account and/or Company Matching Account and/or, if applicable, Transfer Deferral Account.

        "Beneficiary" means the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant's death. If there is no valid Beneficiary designation in effect, or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant's estate (which shall include either the Participant's probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant's estate duly appointed and acting in that capacity within 90 days after the Participant's death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant's death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person's living parent(s) to act as custodian, (b) if that person's parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor.

        "Board of Directors" or "Board" shall mean the Board of Directors of The Macerich Company.

        "Bonus" shall mean any incentive compensation payable to a Participant in addition to the Participant's Salary prior to any deferrals under this Plan or any salary reduction contributions to a plan described in Section 401(k) of the Code or Section 125 of the Code.

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

        "Committee" shall mean the Committee appointed pursuant to Section 9.1 of this Plan.

        "Company" shall mean The Macerich Company, its subsidiaries and successors and, where the context warrants, The Macerich Partnership, L.P., Macerich Property Management Company, LLC, Macerich Management Company, and, effective as of September 30, 2002, Westcor Partners, LLC and Westcor Realty Limited Partnership.

        "Company Matching Account" shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with an amount equal to (1) the Company Matching Amount, and (2) earnings or losses thereon pursuant to Section 4.2.

        "Company Matching Amount" shall mean an amount equal to a percentage, determined by the Company in its sole discretion, of the amount of Compensation deferred under the Plan for the Plan Year. Subject to the foregoing, the Company expects that for the Plan Year beginning January 1, 2003 the Company Matching Amount will be 25% of the amount of a Participant's Compensation deferred under the Plan for the 2003 Plan Year up to a maximum of 5% of the Participant's Compensation for the 2003 Plan Year.

        "Compensation" shall mean the Salary and Bonus that the Participant is entitled to for services rendered to the Company.

        "Deferral Account" shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant's Salary that he or she elects to defer, (2) the portion of the Participant's Bonus that he or she elects to defer, and (3) earnings or losses thereon pursuant to Section 4.1.

        "Earnings Rate" shall mean, for each Fund, an amount equal to the net rate of gain or loss on the assets of such Fund determined for each business day.

        "Effective Date" of this amended and restated Plan shall mean January 1, 2003.

        "Eligible Employee" for any Plan Year shall mean each key executive of the Company designated by the Committee whose annualized Salary is equal to or greater than $120,000.

        "Fund" or "Funds" shall mean one or more of the investment funds designated in Section 3.2(a).

        "Life Insurance Company" shall mean the life insurance company or companies chosen by the Committee to provide the life insurance coverage for one or more Eligible Employees under Article VIII of this Plan.

        "Participant" shall mean any Eligible Employee who elects to defer compensation in accordance with Section 3.1, each person for whom a Transfer Deferral Account is established pursuant to Section 4.3, and each person for whom Accounts are established pursuant to Section 4.4.

        "Payment Eligibility Date" shall mean the first day of the month following the day on which a Participant terminates employment or dies.

        "Plan" shall mean The Macerich Company Deferred Compensation Plan for Senior Executives set forth herein, now in effect, or as amended from time to time.

        "Plan Year" shall mean the 12 consecutive month period beginning on January 1 each year; provided, however, that the first Plan Year was a short Plan Year beginning on April 1, 1994, and ending on December 31, 1994.

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        "Salary" shall mean the Participant's base pay prior to any deferrals under this Plan or any other nonqualified elective plan of deferred compensation maintained by the Company or any salary reduction contributions to a plan described in Section 401(k) of the Code or Section 125 of the Code.

        "Transfer Deferral Account" shall mean an account established pursuant to Section 4.3.

        "Westcor Plan" shall mean the Westcor Nonqualified 401(k) Plan as in effect immediately prior to its termination on February 19, 2003.

ARTICLE II
PARTICIPATION

2.1

Participation.

        Participation in the Plan is voluntary. Each Eligible Employee who was a Participant in the Plan immediately before the Effective Date shall continue as a Participant. Any other Eligible Employee shall become a Participant in the Plan by electing to defer Compensation in accordance with Section 3.1. Effective February 19, 2003, any individual for whom a Transfer Deferral Account is established pursuant to Section 4.3 and who has not otherwise become a Participant shall thereupon become a Participant in this Plan. An Eligible Employee who has account balances transferred to this Plan pursuant to Section 4.4 and who has not otherwise become a Participant shall thereupon become a Participant in this Plan.

ARTICLE III
DEFERRAL ELECTIONS

3.1

Elections to Defer Compensation.

        (a)    Elections to Defer . Each Eligible Employee may elect to defer Compensation for any Plan Year by filing with the Committee an election that conforms to the requirements of this Section 3.1, on a form provided by the Committee, no later than the December 15 immediately preceding such Plan Year (or such later date that the Committee determines, but in no event later than December 31). The Committee shall notify each Eligible Employee of his or her eligibility to participate in the Plan at least 10 days prior to the time he or she must file an election for participation. Each participation election shall signify the portion of the Eligible Employee's Salary and/or Bonus that he or she elects to defer.

        (b)    Amount of Deferrals . Subject to the limitation described in the second sentence of this Section 3.1(b), the amount of Compensation that an Eligible Employee may elect to defer is as follows:

        (1)   Any percentage of Salary up to 50%, except that Mace Siegel, Dana Anderson, Arthur Coppola and Edward Coppola may each defer up to 100% of Salary, which Salary percentage shall be deferred ratably over the Plan Year; and/or

        (2)   Any percentage of Bonus, if any, up to 100%.

        Notwithstanding the foregoing, the maximum amount of Compensation that an Eligible Employee may defer under this Plan and any other nonqualified elective plan of deferred compensation maintained by the Company shall be reduced by the amount of Compensation that the Eligible Employee could have deferred under any qualified cash or deferred arrangement as described in Section 401(k) of the Code (a "401(k) Plan") without violating Section 402(g) of the Code or the maximum elective contributions permitted under the terms of the 401(k) Plan.

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        (c)    Effect of Election . An election to defer Salary for a Plan Year shall apply to all Salary earned during each pay period beginning in such Plan Year, and an election to defer Bonuses for a Plan Year shall apply to any Bonus paid during such Plan Year. Notwithstanding the foregoing, an individual who becomes an Eligible Employee during a Plan Year may elect to participate in the Plan during such Plan Year by filing such written application with the Committee no later than the 30th day following the date on which such individual becomes an Eligible Employee. An election filed in accordance with the preceding sentence shall be effective solely with respect to Salary (but not Bonuses) earned on or after the first day of the first complete pay period commencing after the filing of such election.

        (d)    Irrevocability . Any election filed pursuant to this Section 3.1 shall apply only prospectively and shall be irrevocable for the Plan Year (or portion thereof) to which such election applies.

        (e)    Withholding Taxes . Any deferral election that, either alone or in combination with a deferral election under any other nonqualified elective deferred compensation plan maintained by the Company (hereinafter referred to as an "Other Plan"), would reduce the Compensation payable to a Participant for a Plan Year to an amount less than the amount of federal, state and local withholding taxes applicable to his or her total deferred and nondeferred Compensation for such Plan Year and to any of his or her Company Matching Amounts (under this Plan and/or an Other Plan) that are subject to withholding taxes for such Plan Year shall be subject to the Company's receipt from the Participant of an amount equal to the excess of such withholding taxes over the nondeferred Compensation payable to the Participant (the "Withholding Tax Deficiency") on or before December 31 of such Plan Year. In the event that a Participant fails to timely pay to the Company the total amount of such Withholding Tax Deficiency, the Company shall reduce the amount credited to a Participant's Deferral Account under this Plan or to the Participant's account under an Other Plan or any combination thereof, in the Company's sole discretion, by an amount equal to the unpaid Withholding Tax Deficiency plus any additional withholding taxes due as a result of such reduction in the amount of the Participant's deferred Compensation for the Plan Year. In addition, in the event of a reduction in the amount of a Participant's Compensation that is deferred under this Plan pursuant to the preceding sentence, the Company shall reduce the amount of any Company Matching Amount under this Plan for the Participant for the Plan Year to reflect such reduction in the amount of deferred Compensation.

        (f)     Special Elections in 1999 Plan Year . Any Eligible Employee who first becomes eligible to defer more than 50% of his Salary as of April 1, 1999 may file a written election with the Committee, on a form provided by the Committee, to defer a portion of his Salary in excess of the first 50%. Such election (i) must be made no later than March 31, 1999, (ii) shall apply to that portion of such Participant's Salary that is in excess of the first 50% of his Salary and is earned on or after April 1, 1999, and (iii) shall remain in effect until changed or terminated in accordance with this Section 3.1.

3.2

Investment Elections.

        (a)   At the time of making the first deferral election described in Section 3.1, the Participant shall designate, on a form provided by the Committee or otherwise in accordance with procedures established by the Committee, the Fund or Funds in which the Participant's deferrals under such election (and any subsequent deferral elections) and corresponding Company Matching Amounts will be deemed to be invested for purposes of determining the amount of earnings or losses to be credited to the Participant's Accounts. Effective as of November 1, 2002, the Funds shall be the following:

        1.     Northwestern Mutual Life Guaranteed Interest Fund

        2.     Northwestern Mutual Life Money Market Fund

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        3.     Northwestern Mutual Life Select Bond Fund

        4.     Northwestern Mutual Life High Yield Bond Fund

        5.     Northwestern Mutual Life Balanced Fund

        6.     Northwestern Mutual Life Index 500 Stock Fund

        7.     Mason Street Advisors Large Cap Core Stock Fund

        8.     Northwestern Mutual Life Growth Stock Fund

        9.     Franklin Templeton International Equity Fund

        10.   Northwestern Mutual Life Aggressive Growth Stock Fund

        11.   Northwestern Mutual Life Index 400 Stock Fund

        12.   Russell Real Estate Securities Fund

        13.   T. Rowe Price Small Cap Value Fund

        (b)   On or before February 18, 2003, each Participant for whom a Transfer Deferral Account is established pursuant to Section 4.3 may file an election in accordance with procedures established by the Committee specifying the Fund or Funds described in subsection (a) above that the balance credited to such Transfer Deferral Account shall be deemed to be invested in as of February 19, 2003 for purposes of determining the amount of earnings or losses to be credited to his or her Transfer Deferral Account after such date. Any amounts credited to a Participant's Transfer Deferral Account on February 19, 2003 with respect to which the Participant does not file an election at the time specified in the immediately preceding sentence shall be deemed to be invested in the Northwestern Mutual Life Money Market Portfolio (the "Money Market Portfolio") unless and until a different election is made pursuant to Section 3.2(c).

        (c)   In making the designation pursuant to this Section 3.2, the Participant must specify, in whole numbers, the percentage of his or her Deferral Account and Company Matching Account that shall be deemed to be invested in one or more of the Funds. Effective as of the end of the day on which the Committee receives the Participant's election, a Participant may change the designation made under this Section 3.2 by filing an election in accordance with procedures established by the Committee. If a Participant fails to elect a Fund under this Section 3.2, he or she shall be deemed to have elected the Money Market Portfolio.

        (d)   The Earnings Rate of each Fund shall be used to determine the amount of earnings or losses to be credited to the Participant's Accounts under Article IV. The Company reserves the right to increase or decrease the number of the Funds listed in Section 3.2(a), as well as the right to designate other investment funds as the Funds (instead of those currently listed in Section 3.2(a)) for purposes of this Plan.

        (e)   Notwithstanding the Participant's ability to designate the Funds in which his or her Accounts shall be deemed to be invested, the Company shall have no obligation to invest any funds in accordance with any Participant's election. A Participant's Accounts shall merely be bookkeeping entries on the Company's books, and no Participant shall obtain any interest in any Funds.

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ARTICLE IV
PARTICIPANT ACCOUNTS

4.1

Deferral Account.

        The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant's Deferral Account shall be divided into separate subaccounts ("investment fund subaccounts"), each of which corresponds to an investment fund elected by the Participant pursuant to Section 3.2. A Participant's Deferral Account shall be credited as follows:

        (a)   As of the last date of each month, the Committee shall credit the investment fund subaccounts of the Participant's Deferral Account with an amount equal to Salary deferred by the Participant during each pay period ending in that month in accordance with the Participant's election under Section 3.2(a); that is, the portion of the Participant's deferred Salary that the Participant has elected to be deemed to be invested in a certain Fund shall be credited to the investment fund subaccount corresponding to that Fund;

        (b)   As of the last day of the month in which the Bonus or partial Bonus would have been paid, the Committee shall credit the investment fund subaccounts of the Participant's Deferral Account with an amount equal to the portion of the Bonus deferred by the Participant's election under Section 3.2(a); that is, the portion of the Participant's deferred Bonus