0001104659-06-002738 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2006 • Macerich Co • Real estate investment trusts • New York

The Macerich Company, a Maryland corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (together, the “Underwriters”) an aggregate of 9,523,810 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,428,571 additional shares of the Common Stock (the “Option Shares”), as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”

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