REDEMPTION RIGHTS AGREEMENT

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EXHIBIT 4.9

                           REDEMPTION RIGHTS AGREEMENT

          Redemption Rights Agreement, dated as of July 21, 1998 (this
"Agreement"), among GGP Limited Partnership, a Delaware limited partnership (the
"Partnership"), General Growth Properties, Inc., a Delaware corporation (the
"General Partner"), Nashland Associates, a Tennessee general partnership
("Nashland") and HRE Altamonte, Inc., a Delaware corporation ("HRE", and each of
HRE and Nashland a "Contributing Partner").

                                     RECITALS

          WHEREAS, concurrently herewith, each Contributing Partner is being
admitted as a limited partner of the Partnership, the general partner of which
is the General Partner;

          WHEREAS, shares of common stock, $.10 par value per share, of the
General Partner (the "Common Stock") are listed on the New York Stock Exchange;
and

          WHEREAS, the parties desire to set forth herein the terms and
conditions upon which each Contributing Partner may cause the Partnership to
redeem its limited partnership units in the Partnership.

          NOW, THEREFORE, the parties hereby agree as follows:

          1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:

          "Acts" shall mean the Securities Act and the Exchange Act,
collectively.

          "Affiliates" shall mean "affiliates" as defined pursuant to the
Securities Act and the regulations promulgated thereunder.

          "Business Day" shall mean any day upon which commercial banks are open
for business in Chicago, Illinois.


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          "Cash Purchase Price" shall mean, with respect to any redeemed or
purchased Units, an amount of cash equal to the value of the Share Purchase
Price (computed as of the Computation Date and equal to the Current Per Share
Market Price on such Computation Date multiplied by the number of Shares) that
would be payable with respect to such Units assuming the Share Purchase Price
were paid in full satisfaction of the Purchase Price of such Units. In the event
that the Share Purchase Price includes securities other than Shares, then the
value of such other securities shall be determined by the General Partner acting
in good faith on the basis of the closing prices of securities if listed on a
nationally recognized exchange and otherwise on the basis of such quotations and
other information as the General Partner considers, in its reasonable judgment,
appropriate.

           "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the General Partner, as the same may be amended from time to
time.

          "Code" shall mean the Internal Revenue Code of 1986, as amended, or
any successor code.

          "Common Stock" shall have the meaning set forth in the recitals.

          "Computation Date" shall mean the date on which the applicable Notice
is received by the Partnership or, if such date is not a Business Day, the first
Business Day thereafter.

           "Contribution Agreement" shall mean that certain Contribution and
Exchange Agreement dated as of July 10, 1998, among the Partnership, Altamonte
Springs Mall, L.P., Nashland and HRE as the same has been and may hereafter be
amended from time to time, pursuant to which this Agreement is being executed.

          "Conversion Factor" shall mean 100%, provided that such factor shall
be adjusted in accordance with Section 6(a).

          "Current Per Share Market Price" shall have the meaning set forth in
the Partnership Agreement.


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          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute.

          "Exchange Act Reporting Company" shall mean any corporation or other
entity which is subject to the reporting requirements of the Exchange Act.

          "Expiration Date" shall mean the earlier of (a) December 31, 2045 and
(b) the date upon which all Units have been redeemed or purchased in accordance
with the terms hereof.

          "Holders" shall have the meaning set forth in the preamble of Exhibit
B.

          "Liens" shall have the meaning set forth in the Contribution
Agreement.

          "Major Transaction Event" shall mean, with respect to the General
Partner, (a) a reclassification, capital reorganization or other similar change
regarding or affecting outstanding Shares (other than a change addressed in
Section 6(a)); (b) a merger or consolidation of the General Partner with one or
more other corporations or entities, other than a merger pursuant to which the
General Partner is the surviving corporation and the outstanding Shares are not
affected, (c) a sale, lease or exchange of all or substantially all of the
General Partner's assets or (d) the liquidation, dissolution or winding up of
the General Partner.

          "Notice" shall have the meaning set forth in Section 3.2.

          "Partnership Agreement" shall mean that certain Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated April 1,
1998 and as the same has been and may be further amended.

          "Person" shall mean any natural person, corporation, partnership,
association, limited liability company, trust or other entity.

          "Purchase Price" shall mean the Cash Purchase Price or the Share
Purchase Price, or a combination thereof.


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          "Redemption Rights" shall have the meaning set forth in Section 2.

          "Registrable Securities" shall have the meaning set forth in Section
1.01 of Exhibit B.

          "Registration Expenses" shall mean all expenses incident to the
General Partner's performance of or compliance with the registration
requirements set forth in this Agreement (including in Exhibit B), including
without limitation (a) the fees, disbursements and expenses of the General
Partner's counsel and accountants in connection with the registration of Shares
and other Registrable Securities; (b) all expenses in connection with the
preparation and printing of the registration statement or statements, any
preliminary or final prospectus, any other offering documents and amendments and
supplements thereto; (c) the cost of printing or producing any blue sky or legal
investment memoranda or other documents in connection with the offering, sale or
delivery of the Shares and other Registrable Securities; (d) all expenses in
connection with the qualification of the Shares and other Registrable Securities
under state securities laws; (e) the fees and expenses incurred in connection
with the listing of the Shares and other Registrable Securities on each
securities exchange on which securities of the same class are then listed and
(f) all SEC, stock exchange and National Association of Securities Dealers, Inc.
registration and filing fees. Notwithstanding the foregoing, Registration
Expenses shall not include (and the General Partner will pay) any costs incurred
by the Partnership or the General Partner in preparing any document that is
incorporated by reference in a registration statement, or any professional fee
or other expenses, that would have been incurred apart from the obligation of
the General Partner hereunder to file a registration statement.

          "Registration Rights" shall have the meaning set forth in Section 4.1.

          "REIT" shall mean real estate investment trust as such term is defined
under the Code.

          "REIT Requirements" shall have the meaning set forth in the
Partnership Agreement, as the same may change from time


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to time.

          "SEC" shall mean the Securities and Exchange Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor statute.

           "Share Purchase Price" shall mean, with respect to the exercise of any
Redemption Rights and subject to the provisions of Section 6(c), a number of
Shares equal to the product of (a) the number of Units being redeemed or
purchased multiplied by (b) the Conversion Factor; provided, however, that, in
the event the General Partner, after the date of this Agreement, issues to all
holders of Shares rights, options, warrants or convertible or exchangeable
securities entitling the stockholders to subscribe for or purchase Shares (other
than rights referred to in Section 6(b)) or any other securities or property,
then the Share Purchase Price also shall include such rights, options, warrants
or convertible or exchangeable securities that a holder of that number of Shares
would have been entitled to receive.

          "Shares" shall mean shares of the Common Stock.

          "Unitholder" shall mean the Person who at the time in question holds
one or more Units in accordance with the Partnership Agreement, as the same may
be amended from time to time.

          "Units" shall mean the limited partnership units in the Partnership
issued to the Contributing Partners pursuant to the Contribution Agreement.

          2. Grant of Redemption Rights.

          (a) Upon the terms and subject to the conditions contained herein, the
Partnership does hereby grant to each Contributing Partner, and each
Contributing Partner does hereby accept, the right, but without obligation on
the part of such Contributing Partner, to require the Partnership to redeem from
time to time part or all of the Units of such Contributing Partner for the Cash
Purchase Price ("Redemption Rights").


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          (b) Notwithstanding the provisions of Section 2(a), the General
Partner may, in its sole and absolute discretion, assume the obligation of the
Partnership with respect to and satisfy each Contributing Partner's exercise of
a Redemption Right by paying to such Contributing Partner, at the General
Partner's election (which may be exercised in the General Partner's sole
discretion), either the Cash Purchase Price or the Share Purchase Price (or a
combination thereof) with respect to the Units for which such Contributing
Partner exercised its Redemption Rights. If the General Partner assumes such
obligations of the Partnership with respect to the exercise by a Contributing
Partner of a Redemption Right as to certain Units and makes the required
payment, then the Partnership shall have no obligation to pay any amount to such
Contributing Partner with respect to the exercise of a Redemption Right for such
Units, and any Units purchased shall be owned by the General Partner for all
purposes.

          (c) If the General Partner shall assume the obligations of the
Partnership with respect to and satisfy a Redemption Right, the Partnership, the
Contributing Partner and the General Partner each shall treat the transaction
between the General Partner and the Contributing Partner as a sale of the
Contributing Partner's Units (or a portion thereof) to the General Partner for
federal income tax purposes.

          (d) Upon the redemption or purchase of part or all of a Contributing
Partner's Units and the payment of the Purchase Price with respect thereto, such
Person shall he deemed withdrawn as a Partner in the Partnership to the extent
of the Units redeemed or purchased and shall have no further rights or
obligations under this Agreement with respect to such redeemed or purchased
Units; provided, however, that such Contributing Partner's rights under this
Agreement with regard to any other Units will continue in full force and effect.

          (e) No fractional Shares shall be issued hereunder. In lieu of
fractional Shares, the General Partner shall pay cash based on the Current Per
Share Market Price on the relevant Computation Date.


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          3. Exercise of Redemption Rights.

          3.1 Time for Exercise of Redemption Rights. Each Contributing Partner
may exercise its Redemption Rights in whole or in part and at any time and from
time to time on or after the first anniversary of the date hereof but prior to
the Expiration Date; provided, however, that the Redemption Rights may not be
exercised at any one time by any Contributing Partner with respect to less than
1,000 Units (or all the Units then owned by a Contributing Partner if such
Contributing Partner owns less than 1,000 Units) or in the event that such
exercise of Redemption Rights (or the assignment of Units or delivery of either
the Cash Purchase Price or the Share Purchase Price with respect thereto)
violates the terms of the Partnership Agreement or applicable law. Once given, a
Notice shall be irrevocable subject to the payment of the Purchase Price for the
Units specified therein in accordance with the terms hereof.

          3.2 Method of Exercise. The Redemption Rights shall be exercised by
written notice (the "Notice") to the Partnership in the form of Exhibit A
specifying the number of Units to be redeemed and the name or names (with
address) in which any Shares issuable upon such exercise shall be registered if
different than the Contributing Partner.

          3.3 Closing. The closing of the redemption or purchase and sale
pursuant to an exercise of the Redemption Rights shall occur within 30 days
following the giving of the Notice. Each Contributing Partner shall execute such
documents as the General Partner may reasonably require in connection with the
closing of such redemption or purchase and sale.

          3.4 Payment of Cash or Issuance of Shares. At the closing of the
redemption or purchase and sale of Units pursuant to an exercise of Redemption
Rights, the Partnership shall deliver to the redeeming Contributing Partner the
Cash Purchase Price by check or, in the event that the General Partner has
assumed the obligations of the Partnership with respect to such exercise of
Redemption Rights, the General Partner shall deliver to the Partnership, at the
election of the General Partner, which may be exercised in the General Partner's
sole discretion, either (a) the Cash Purchase Price by check or


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(b) certificates representing the Shares and any other securities constituting
the Share Purchase Price, together with cash in lieu of the issuance of any
fraction of a Share as provided in Section 2(e), or a combination thereof.

          4. Matters Relating to Shares.

          4.1 Registration. (a) The General Partner shall (i) prepare, file and
use its reasonable efforts to cause to become effective on or before the
ninetieth day following the first anniversary of the date hereof a registration
statement, which may be on Form S-3, under the Securities Act relating to the
issuance to each Unitholder of the Shares to be issued upon exercise of such
Unitholder's Redemption Rights assuming full satisfaction of such Redemption
Rights by delivery of Shares and (ii) prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act;
provided that if a Unitholder first exercises its Redemption Rights with respect
to any of its Units prior to the date such registration statement becomes
effective under the Securities Act and the General Partner elects pursuant to
Section 2(b) to satisfy such Unitholder's exercise of its Redemption Rights by
paying the Share Purchase Price, the General Partner shall not be obligated to
register pursuant to this Section 4.1(a) the issuance to such Unitholder of any
Shares.

          (b) The General Partner shall pay all Registration Expenses incurred
prior to the sixth anniversary of the date hereof with respect to filing and
keeping effective any registration statement required by Section 4.1(a) through
such date, and the Unitholders shall reimburse the General Partner for
Registration Expenses (or a pro rata portion of the Registration Expenses based
on the number of Shares issuable to such Unitholders pursuant to such
registration statement upon full exercise of the Redemption Rights of such
Unitholders relative to the total number of Shares issuable pursuant to such
registration statement) which are incurred after the sixth anniversary of the
date hereof in respect of maintaining effective (but not the initial filing and
causing to become effective of) such registration statement; provided, however,
that Unitholders shall not be


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required to reimburse any costs (i) of preparing any documents filed with the
SEC that are incorporated by reference in such registration statement or (ii)
that become necessary because the General Partner is unable to use Form S-3 (or
any equivalent short form that relies on incorporation by reference) for the
reason that the General Partner has failed to comply on a timely basis with any
requirement of the Acts or Form S-3. The reimbursement of such expenses by the
Unitholders shall be paid upon demand.

          (c) Notwithstanding anything to the contrary contained herein, the
General Partner shall have no obligation to keep any registration statement
filed pursuant to this Section 4.1(a) effective after the Expiration Date or if
the status of the General Partner (or its successor) as an Exchange Act
Reporting Company is terminated or all of the Unitholders notify the General
Partner in writing that the General Partner no longer need keep such
registration statement effective.

          (d) The Holders (as defined in Exhibit B) shall have the registration
rights (the "Registration Rights") set forth on Exhibit B.

          4.2 Reservation of Shares. At all times while the Redemption Rights
are outstanding, the General Partner shall reserve for issuance such number of
Shares as may be necessary to enable the General Partner to issue Shares in full
satisfaction of all Redemption Rights which are from time to time outstanding
(assuming no limitations as to the ownership of such Shares under the
Certificate of Incorporation which relate to compliance with the REIT
Requirements and that the General Partner elected to pay the Share Purchase
Price with respect to all such Redemption Rights).

          4.3 Fully Paid and Non-Assessable. All Shares which may be issued upon
exercise of the Redemption Rights shall be duly and validly issued and fully
paid and non-assessable.

          5. Transfer and Other Taxes. In the event that any state or local
property transfer or other similar tax is payable as the result of or in
connection with any exercise of the Redemption Rights by a Contributing Partner,
such


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Contributing Partner shall pay such tax, and no Shares shall be issued pursuant
hereto until such Contributor Partner has paid to the General Partner or the
Partnership, as the case may be, the amount of such tax or has provided
evidence, in form reasonably satisfactory to the General Partner or the
Partnership, as the case may be, as to the payment thereof.

          6. Anti-Dilution and Adjustment Provisions.

          (a) The Conversion Factor shall be adjusted in the event that the
General Partner (i) declares or pays a dividend on its outstanding Shares in
Shares or makes a distribution to all holders of its outstanding Shares in
Shares, (ii) subdivides its outstanding Shares, or (iii) combines its
outstanding Shares into a smaller number of Shares. The Conversion Factor shall
be adjusted by multiplying the Conversion Factor by a fraction, the numerator of
which shall be the number of Shares issued and outstanding on the record date
for such dividend, distribution, subdivision or combination (assuming for such
purposes that such dividend, distribution, subdivision or combination has
occurred as of such time) and the denominator of which shall be the actual
number of Shares (determined without the above assumption) issued and
outstanding on the record date for such dividend, distribution, subdivision or
combination. Any adjustment to the Conversion Factor shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

          (b) If at any time the General Partner grants to its stockholders any
right to subscribe pro rata for additional securities of the General Partner,
whether Common Stock or other classifications, or for any other securities or
interests that a Contributing Partner would have been entitled to subscribe for
if, immediately prior to such grant, such Contributing Partner had exercised its
Redemption Rights and received the Share Purchase Price in payment thereof, in
lieu of any adjustment under any other subsection of this Section 6 or other
provision of this Agreement, then the General Partner also shall grant to each
Contributing Partner the same subscription rights that such Contributing Partner
would be entitled to if such Contributing Partner had exercised its Redemption
Rights in full and received the Share Purchase Price in satisfaction


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thereof prior to such grant.

          (c) Upon the occurrence of a Major Transaction Event where at least
one-half of the value (as determined in good faith by the General Partner) of
the consideration received by the stockholders of the General Partner in
connection with such Major Transaction Event is in the form of securities in a
successor entity, the General Partner shall cause effective provision to be made
so that, upon exercise of the Redemption Rights and payment of the Purchase
Price at any time following such Major Transaction Event by means of the Share
Purchase Price, Unitholders shall have the right to acquire, in lieu of the
Shares which otherwise would have been issued to each Contributing Partner, the
kind and amount of shares of stock and other securities and property (and the
provisions contained in Section 4.1 shall apply anew to the extent that such
securities are of a class of securities of the General Partner or its successor
that are registered under the Exchange Act) and interests as would be issued or
payable with respect to or in exchange for the number of Shares constituting the
Share Purchase Price as if such Redemption Rights had been exercised and the
General Partner had satisfied the Redemption Rights by delivery of the Share
Purchase Price immediately before such Major Transaction Event.

          (d) In the event of any other Major Transaction Event, tender offer
for at least 40% of the then outstanding Shares, or merger or consolidation of
the General Partner which requires the approval of the General Partner's
shareholders (which is not a Major Transaction Event), each Unitholder shall be
entitled to exercise the Redemption Rights in full prior to the consummation of
such Major Transaction Event or other event, and, with respect to any Shares
acquired upon exercise thereof, shall be entitled to all of the rights of the
other holders of Shares with respect to any distribution by the General Partner
(or the other party to such Major Transaction Event or other event) in
connection with such Major Transaction Event or other event. If not exercised
within forty-five days after written notice from the General Partner of such
Major Transaction Event or such shorter period between the date of such notice
and the effective date of such Major Transaction Event, the Redemption Rights
shall terminate at the expiration of such period, but the Redemption Rights
shall


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be revived if such Major Transaction Event is not consummated.

          (e) The Partnership shall give written notice of any Major Transaction
Event to each Contributing Partner promptly after such Major Transaction Event
is announced to the public.

           (f) The provisions of this Section 6 shall apply to successive events
that may occur from time to time but only shall apply to a particular event if
it occurs prior to the exercise in full of the Redemption Rights or the
liquidation of the Partnership. Nothing contained herein shall prevent or
otherwise limit the liquidation of the Partnership pursuant to the Partnership
Agreement.

          (g) Whenever the Conversion Factor is adjusted as herein provided, the
General Partner shall compute the adjusted Conversion Factor in accordance with
this Section 6 and shall prepare a certificate signed by the chief financial
officer of the General Partner setting forth the adjusted Conversion Factor and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed at the offices of the General Partner.

          (h) Notwithstanding anything above to the contrary, the Unitholders
will be entitled to adjustments to protect against dilution and the deferral of
receipt of benefits, and to receive rights, preferences and privileges in
connection with a Major Transaction Event, that are not less favorable than the
adjustments, rights, preferences and privileges received by any other holder of
the same class of limited partnership units in the Partnership.


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          7. Miscellaneous Provisions.

          7.1 Notices. All notices or other communications given pursuant to
this Agreement, including without limitation any Notice, shall be sent to the
party to whom or to which such notice is being sent, by certified or registered
mail, return receipt requested, commercial overnight delivery service, facsimile
or delivered by hand with receipt acknowledged in writing and otherwise as set
forth in this Section 7.1. All notices (a) shall be deemed given when received
or, if mailed as described above, after 5 Business Days or, if sent by
facsimile, upon receipt of confirmed answer back and (b) may be given either by
a party or by such party's attorneys. For purposes of this Section 7.1, the
addresses of the parties shall be, in the case of the Partnership and the
General Partner, 110 North Wacker Drive, Chicago, Illinois 60606, facsimile
number (312) 960-5475, Attention: Matthew Bucksbaum and Bernard Freibaum (with a
copy to Neal, Gerber & Eisenberg, Two North LaSalle Street, Suite 2200, Chicago,
Illinois 60602, Attn: Marshall E. Eisenberg), and, in the case of the
Contributing Partners, as set forth on the records of the Partnership. The
address of any party may be changed by a notice in writing given in accordance
with the provisions hereof.

          7.2 Assignment. The rights of each Contributing Partner hereunder
(including the Redemption Rights and the Registration Rights) shall
automatically devolve upon and inure to the benefit of any Person (i) to which
Units are transferred in accordance with the Partnership Agreement, as amended
from time to time, and the Contribution Agreement, and (ii) which delivers to
the Partnership a written instrument, in form reasonably satisfactory to the
Partnership, pursuant to which such Person agrees to be bound by the terms
hereof. In addition, a transferee of Registrable Securities who acquires such
Registrable Securities from a Holder in a transaction other than pursuant to an
effective registration statement under the Securities Act may become a Holder
for purposes of Exhibit B and have Registration Rights with respect to such
Registrable Securities by (i) taking and holding the record ownership of such
Registrable Securities, (ii) notifyi