THE MACERICH COMPANY DEFERRED COMPENSATION PLAN FOR EXECUTIVES

Deferred Unit Award Agreement

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MACERICH CO

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Title: THE MACERICH COMPANY DEFERRED COMPENSATION PLAN FOR EXECUTIVES
Date: 11/18/2004
Industry: REOPER Sector: SERVIC

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Exhibit 4

Exhibit 4.2

THE MACERICH COMPANY

DEFERRED COMPENSATION PLAN

FOR EXECUTIVES

(Effective as of January 1, 2005)

TABLE OF CONTENTS

ARTICLE I	TITLE AND DEFINITIONS

1.1	- Title

1.2	- Definitions

ARTICLE II	PARTICIPATION

2.1	- Participation

ARTICLE III	DEFERRAL ELECTIONS

3.1	- Elections to Defer Compensation

3.2	- Investment Elections

ARTICLE IV	PARTICIPANT ACCOUNTS

4.1	- Deferral Account

4.2	- Company Matching Account

ARTICLE V	VESTING

5.1	- Deferral Account

5.2	- Company Matching Account

ARTICLE VI	DISTRIBUTIONS

6.1	- Time and Form of Distribution

6.2	- Small Benefits

ARTICLE VII	HARDSHIP DISTRIBUTIONS

7.1	- Hardship Distribution

ARTICLE VIII	ADMINISTRATION

8.1	- Members

8.2	- Committee Action

8.3	- Powers and Duties of the Committee

8.4	- Construction and Interpretation

8.5	- Information

8.6	- Compensation, Expenses and Indemnity

8.7	- Quarterly Statements

ARTICLE IX	MISCELLANEOUS

9.1	- Unsecured General Creditor

9.2	- Restriction Against Assignment

9.3	- Withholding

9.4	- Amendment, Modification, Suspension or Termination

9.5	- Governing Law

9.6	- Receipt or Release

9.7	- Payments on Behalf of Persons under Incapacity

9.8	- Headings, etc. Not Part of Agreement

9.9	- Limitation on Participants’ Rights

ARTICLE X	CLAIMS PROCEDURE

10.1	- Claims Procedure

THE MACERICH COMPANY

2005 DEFERRED COMPENSATION PLAN

FOR EXECUTIVES

(Effective January 1, 2005)

The Macerich Company (the “Company”) hereby establishes this deferred compensation plan (the “Plan”), effective January 1, 2005, to provide supplemental retirement income benefits through deferrals of salary and bonuses.

ARTICLE I

TITLE AND DEFINITIONS

1.1 - Title.

This Plan shall be known as The Macerich Company 2005 Deferred Compensation Plan for 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.