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GGP Responds to Simon

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Here's GGP's response to Simon's solicitation.

General Growth Properties Responds to Simon Property Group and Reaffirms Bankruptcy Emergence Process

CHICAGO--General Growth Properties, Inc. (“GGP” or the “Company”) today sent a letter to Simon Property Group, Inc. in response to Simon's unsolicited indication of interest to acquire GGP.

In the letter, the Company reiterates its process for exploring all potential alternatives for emergence from bankruptcy and maximizing value for all of GGP's stakeholders. These alternatives include a stand-alone restructuring funded with institutional equity capital as well as potential business combinations.

GGP has invited Simon to participate in the Company's process, so that GGP may evaluate Simon's indication of interest in the context of other strategic options. The Company intends to complete this process in an efficient and expeditious manner.

The full text of GGP's letter to Simon follows:

February 16, 2010

Simon Property Group, Inc. 225 West Washington Street Indianapolis, IN 46204

Attention: Mr. David Simon, Chairman of the Board and Chief Executive Officer

Dear David:

Thank you for your letters dated February 8 and 16, 2010 in which you indicated Simon's interest in acquiring General Growth Properties, Inc. (the “Company”). We appreciate that you took the time to meet in person with management, UBS and Miller Buckfire to explain your indication of interest, as well as provide your view on the timing and diligence process you require in order to convert your indication of interest into a fully documented definitive proposal. We have been discussing your letter with your financial advisors during this past week. Our advisors have also discussed our position with you as recently as yesterday. We and our board of directors have given considerable thought to your indication of interest and have concluded based on discussions with other interested parties that it is not sufficient to preempt the process we are undertaking to explore all avenues to emerge from Chapter 11 and maximize value for all the Company's stakeholders.

As we indicated during our meeting, we are about to commence a process to explore several potential options for the Company's emergence from Chapter 11, including a sale of the entire Company as you have proposed as well as a capital raise. The Company and its advisors have been working over the past several months to prepare the Company to launch this process. We will be providing detailed information on the Company, including a confidential information memorandum, financial projections, and asset level information to participants. We will also provide access to an electronic data room. As we are committed to fully exploring all potential options available to the Company, we would like to include Simon as part of this process. We believe the information we would provide to you as part of this process will enable you to better understand the Company, get to a higher valuation, and provide a fully documented offer.

We understand from our meeting with you and the press release you issued this morning that time is of the essence. We feel the same, and intend to run our process in an efficient and expeditious manner. We are currently finalizing the information memorandum and plan to send materials to participants in the process by the beginning of March. We would expect to receive indications of interest within 4 weeks of the launch of the process. In order to expedite your participation and evaluation of due diligence information, we will be sending to you shortly a markup of the NDA you provided to us during our meeting in Chicago.

Again, we appreciate your interest and we recognize the potential value that Simon could bring as an option for the Company to emerge from Chapter 11. The Company intends to pursue the process described above and we look forward to your participation. However, we reserve the right to pursue any proposals that we receive prior to or after formally launching the process so that we can maximize value for all stakeholders of the Company, and we reserve the right to change the process at any time we determine appropriate and without notice.

We would be happy to discuss this response further. To that end, you should feel free to contact either UBS or Miller Buckfire.

Sincerely,

Adam Metz

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