[TENTH] AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE MACERICH PARTNERSHIP, L.P

Exhibit 10.2

FORM OF AMENDMENT

[TENTH] AMENDMENT TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT OF

THE MACERICH PARTNERSHIP, L.P.

THIS [TENTH] AMENDMENT (the “Amendment” ) TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT DATED AS OF MARCH 16, 1994, AMENDED AS OF AUGUST 14, 1995, FURTHER AMENDED AS OF JUNE 27, 1997, FURTHER AMENDED AS OF NOVEMBER 16, 1997, FURTHER AMENDED AS OF FEBRUARY 25, 1998, FURTHER AMENDED AS OF FEBRUARY 26, 1998, FURTHER AMENDED AS OF JUNE 17, 1998, FURTHER AMENDED AS OF DECEMBER 23, 1998, FURTHER AMENDED AS OF NOVEMBER 9, 2000, AND FURTHER AMENDED AS OF JULY 26, 2002 (the “Agreement” ) OF THE MACERICH PARTNERSHIP, L.P. (the “Partnership” ) is dated effective as of                            .

RECITALS

WHEREAS , MACP LP, a subsidiary of the Partnership, has merged with and into Wilmorite Holdings, L.P. (“WHLP”), a Delaware partnership (the “Partnership Merger”) effective as of                      ;

WHEREAS , simultaneously with the consummation of the Partnership Merger, the agreement of limited partnership of WHLP was amended and restated (the “2005 Amended and Restated WHLP Agreement”);

WHEREAS , pursuant to Section 8.10 of the 2005 Amended and Restated WHLP Agreement, the Partnership has the right to cause each limited partner of WHLP (each, a “WHLP Partner”) to exchange his, her or its partnership units in WHLP for interests in the Partnership (the “Partnership Call”), and certain WHLP Partners have the right to exchange part or all of their partnership units in WHLP for interests in the Partnership (the “WHLP Partner Put Right”);

WHEREAS, the Partnership Call and/or the WHLP Partner Put Right has been exercised (each such date of exercise being a “WHLP Contribution Date”);

WHEREAS , the Partnership has agreed to issue to one or more of the WHLP Partners, (1) in exchange for all or a portion of their common units in WHLP (the “WHLP Common Units”), Common Units; (2) in exchange for all or a portion of their nonparticipating Class A Preferred Units in WHLP (the “WHLP Nonparticipating CPUs”), special partnership units of the Partnership (the “Series N Preferred Units”) having the terms and subject to the conditions set forth herein; and (3) in exchange for all or a portion of their participating Class A Preferred Units in WHLP (the “WHLP Participating CPUs”), special partnership units of the Partnership (the “Series P Preferred Units”) having the terms and subject to the conditions set forth herein;

WHEREAS , the Series N Preferred Units shall have the terms set forth in Exhibit B to this Amendment and the redemption rights set forth in Exhibits D and F to this Amendment;

WHEREAS , the Series P Preferred Units shall have the terms set forth in Exhibit C to this Amendment and the redemption rights set forth in Exhibit E to this Amendment;

WHEREAS, Section 3.3(a)(i) of the Agreement authorizes the General Partner to cause the Partnership to issue additional interests in the Partnership in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to those of the Limited Partners, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any of the Limited Partners;

WHEREAS, Section 12.1(b)(iii) of the Agreement provides that the General Partner has the power, without the consent of the Limited Partners of the Partnership, to amend the Agreement as may be required to facilitate or implement setting forth the designations, rights, powers, duties, and preferences of the holders of any additional interests in the Partnership issued pursuant to Section 3.3 ;

WHEREAS, the General Partner has made the determination pursuant to Section 12.1(b)(iii) of the Agreement that consent of the Limited Partners of the Partnership is not required with respect to the matters set forth in this Amendment; and

WHEREAS, all things necessary to make this Amendment a valid agreement of the Partnership have been done;

NOW, THEREFORE, pursuant to the authority granted to the General Partner under the Agreement, the Agreement is hereby amended as follows:

1.                                        Amendments .

(a)                                   In exchange for the contribution of WHLP Common Units, the Partnership hereby issues to each new Limited Partner identified under the heading “Common Units” on Exhibit A to this Amendment the number of Common Units set forth opposite such new Limited Partner’s name.  Each new Limited Partner is hereby admitted as a Limited Partner in respect of such Common Units, and each such new Limited Partner agrees to be bound by the provisions of this Agreement, as amended from time to time.  Without limitation of the foregoing, each such new Limited Partner is deemed to have made all of the representations, warranties, acknowledgements, waivers and agreements set forth in Sections 10.6, 11.1 and 13.11 of the Agreement. The Capital Contribution made by each such new Limited Partner shall be deemed to be the fair market value of the contributed WHLP Common Units, which shall be the Cash Amount (as such term is defined in the 2005 Amended and Restated WHLP Agreement) that would have been payable if the common units were redeemed pursuant to Section 8.6 of the 2005 Amended and Restated WHLP Agreement as of the date of such redemption.

(b)                                  Section 2.2 of the Agreement is hereby amended by inserting the following new Sections 2.2(f) and 2.2(g) to read as follows:

(f)                                     Series N Preferred Units .  In exchange for the contribution of the WHLP Nonparticipating CPUs, the Partnership hereby issues to each new Limited Partner identified under the heading “Series N Preferred Units” on Exhibit A to this Amendment

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the number of Series N Preferred Units set forth opposite such new Limited Partner’s name.  Each new Limited Partner is hereby admitted as a Limited Partner in respect of such Series N Preferred Units, and each such new Limited Partner agrees to be bound by the provisions of this Agreement, as amended from time to time.  Without limitation of the foregoing, each such new Limited Partner is deemed to have made all of the representations, warranties, acknowledgements, waivers and agreements set forth in Sections 10.6, 11.1 and 13.11 of the Agreement.  The Capital Contribution made by each such new Limited Partner shall be deemed to be the fair market value of the contributed WHLP Nonparticipating CPUs, which shall be reasonably determined in good faith by the General Partner.  Series N Preferred Units shall have the rights, powers and duties set forth in Exhibit B to this Amendment.

(g)                                  Series P Preferred Units .  In exchange for the contribution of the WHLP Participating CPUs, the Partnership hereby issues to each new Limited Partner identified under the heading “Series P Preferred Units” on Exhibit A to this Amendment the number of Series P Preferred Units set forth opposite such new Limited Partner’s name.  Each new Limited Partner is hereby admitted as a Limited Partner in respect of such Series P Preferred Units, and each such new Limited Partner agrees to be bound by the provisions of this Agreement, as amended from time to time.  Without limitation of the foregoing, each such new Limited Partner is deemed to have made all of the representations, warranties, acknowledgements, waivers and agreements set forth in Sections 10.6, 11.1 and 13.11 of the Agreement.  The Capital Contribution made by each such new Limited Partner shall be deemed to be the fair market value of the contributed WHLP Participating CPUs, which shall be reasonably determined in good faith by the General Partner.  Series P Preferred Units shall have the rights, powers and duties set forth in Exhibit C to this Amendment.

(c)                                   Section 4.1 of the Agreement is hereby amended to read as follows:

4.1  Distribution of Net Cash Flow.   The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine.  Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ( “REIT Requirements” ), and (b) avoid any federal income or excise tax liability of the General Partner.  All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner.  Upon the receipt by the General Partner of each Exercise Notice, Series D Exercise Notice, Series N Exercise Notice, Series P Exercise Notice, or Special Exercise Notice pursuant to which one or more Redemption Partners, Series D Redemption Partners, Series N Redemption Partners, or Series P Redemption Partners exercise Redemption Rights in accordance with the provisions of Article IX and the Redemption Rights Exhibit, the Series D Redemption Rights Exhibit, the Series N Redemption Rights Exhibit, the Series P Redemption Rights Exhibit, or Special Redemption Rights in

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accordance with the provisions of Article IX and the Special Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offered Interests, Series D Preferred Shares to such Series D Redemption Partners in respect of the Series D Purchase Price of the Series D Offered Interests, Shares to such Series N Redemption Partners in respect of (x) the Series N Purchase Price of the Series N Offered Interests or (y) the Special Purchase Price of the Special Offered Interests, or Shares to such Series P Redemption Partners in respect of the Series P Purchase Price of the Series P Offered Interests, cause the Partnership to distribute to the Partners, pro rata in accordance with their respective distribution rights as of the date of delivery of such Exercise Notice, Series D Exercise Notice, Series N Exercise Notice, Series P Exercise Notice, or Special Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests, Series D Offered Interests, Series N Offered Interests, Series P Offered Interests, or Special Offered Interests specified in such Exercise Notice, Series D Exercise Notice, Series N Exercise Notice, Series P Exercise Notice, or Special Exercise Notice.  Subject to any restrictions or limitations imposed by any provisions of any agreement with respect to indebtedness or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority:

(a)                                   First, to the General Partner, with respect to the Series A Preferred Units and Series B Preferred Units, and to the holders of the Series D Preferred Units, the Series N Preferred Units, and the Series P Preferred Units, pro rata, in an amount equal to the cumulative and unpaid Series A Preferred Return on such Series A Preferred Units, the cumulative and unpaid Series B Preferred Return on such Series B Preferred Units, the cumulative and unpaid Series D Preferred Return on such Series D Preferred Units, the cumulative and unpaid Series N Preferred Return on such Series N Preferred Units, and the cumulative and unpaid Series P Preferred Return on such Series P Preferred Units in such a way as to allow the General Partner to pay cumulative preferential dividends and any additional amounts required on the Series A Preferred Shares, the Series B Preferred Shares, the Series D Preferred Units, any outstanding Series D Preferred Shares, the Series N Preferred Units, and the Series P Preferred Units, respectively, payable to the holders thereof; and

(b)                                  Then, to the Partners holding Common Units, pro rata in accordance with such Partners’ then Percentage Interests.

(d)                                  Subsections (a), (b) and (c) of Section 9.1 of the Agreement are hereby amended to read as follows:

(a)                                   The Partnership does hereby grant to each Redemption Partner and each Redemption Partner does hereby accept the rights (“Redemption Rights”), but without obligation to the Redemption Partner, to require the Partnership to redeem from time to time part or all of its Partnership Interest for the Purchase Price set forth in the Redemption Rights Exhibit or, in the case of Series D Preferred Units, for the Series D Purchase Price set forth in the Series D Redemption Rights Exhibit; in the case of Series

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N Preferred Units, for the Series N Purchase Price set forth in the Series N Redemption Rights Exhibit; or in the case of Series P Preferred Units, for the Series P Purchase Price set forth in the Series P Redemption Rights Exhibit.

(b)                                  Notwithstanding the provisions of Section 9.1(a) , the General Partner may, in its sole and absolute discretion, assume directly the obligation with respect to and satisfy the Redemption Partner’s exercise of a Redemption Right by paying to the Redemption Partner, at the General Partner’s election, either the Cash Purchase Price or the Share Purchase Price; the Series D Cash Purchase Price or the Series D Share Purchase Price; the Series N Cash Purchase Price or the Series N Share Purchase Price; or the Series P Cash Purchase Price or the Series P Share Purchase Price, as applicable; provided, however, that notwithstanding the foregoing the General Partner may not elect to pay the Share Purchase Price, the Series D Share Purchase Price, the Seri