December 31, 2004 Uses in Firm Shares Clause

Firm Shares from Underwriting Agreement

THE MILLS CORPORATION, a Delaware corporation (the Company), and the sole general partner of The Mills Limited Partnership, a Delaware limited partnership (the Operating Partnership), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), Morgan Stanley & Co. Incorporated (Morgan Stanley), Wachovia Capital Markets, LLC (Wachovia) and each of the other underwriters named in Schedule A hereto (collectively the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Merrill Lynch, Morgan Stanley and Wachovia are acting as representatives (in such capacity, the Representatives), an aggregate of 8,000,000 depositary shares each representing 1/100 of a share of the Companys 7.875% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share (the Firm Shares), to be issued under a deposit agreement (the Deposit Agreement) among the Company, EquiServe Trust Company, N.

Firm Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule B, the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.