STOCK PLEDGE AGREEMENT

     This STOCK PLEDGE AGREEMENT (this "AGREEMENT") is dated as of November 
17, 1997 and entered into by and between EDWARD C. COPPOLA, JR., AN 
INDIVIDUAL ("PLEDGOR"), and THE MACERICH COMPANY, a Maryland corporation 
("SECURED PARTY").


                                   WITNESSETH

     WHEREAS, pursuant to the terms of a promissory note dated of even date 
herewith executed by Pledgor in favor of Secured Party (said promissory note, 
as it may hereafter be amended, supplemented or otherwise modified from time 
to time, being the "NOTE," the terms defined therein and not otherwise 
defined herein being used herein as therein defined), Secured Party has 
agreed to loan (the "LOAN") up to one million dollars ($1,000,000) to Pledgor;

     WHEREAS, the proceeds of the Loan will be used to pay for the purchase 
by Pledgor of shares of common stock of the Secured Party; and

     WHEREAS, as a condition to the making of such Loans by Secured Party the 
repayment of which is evidenced by the Note, Pledgor has agreed to grant the 
security interests and undertake the obligations contemplated by this 
Agreement.

     NOW, THEREFORE, in consideration of the premises and in order to induce 
Secured Party to make the Loan the repayment of which is evidenced by the 
Note and for other good and valuable consideration, the receipt and adequacy 
of which are hereby acknowledged, Pledgor hereby agrees with Secured Party as 
follows:

     SECTION 1.  CERTAIN DEFINITIONS.  The following terms used in this 
Agreement shall have the following meanings:

     "AGREEMENT" means this Pledge Agreement dated as of November 17, 1997 by 
and between Pledgor and Secured Party.

     "BOARD" means the Board of Directors of Secured Party, or the 
Compensation Committee thereof.

     "CONTRACTUAL OBLIGATION," as applied to any Person, means any provision 
of any security issued by that Person or of any material indenture, mortgage, 
deed of trust, contract,

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undertaking, agreement or other instrument to which that Person is a party or 
by which it or any of its properties is bound or to which it or any of its 
properties is subject.

     "EVENT OF DEFAULT" has the meaning assigned to such term in the Note.

     "FAIR MARKET VALUE," with respect to shares of the Company's common 
stock or any other securities, means the average closing sale price as 
reported on the New York Stock Exchange (or such other national exchange or 
market system on which the Company's common stock or such other securities 
may then be listed or quoted) for the ten (10) trading days immediately 
preceding the date of valuation or such other method as may be required by 
applicable Legal Limits, or, if the Company's common stock or such other 
securities are not listed or quoted on a national exchange or market system, 
then a value determined in good faith by the Board. "Fair Market Value," with 
respect to any other property shall be determined in good faith by the Board 
of Directors.

     "LEGAL LIMITS" means any legal restrictions applicable to the release of 
the Pledged Collateral and the extension or maintenance of credit or its 
repayment, including without limitation those included in Regulation G of the 
Federal Reserve Board.

     "LIEN" means any lien, mortgage, pledge, assignment, security interest, 
charge or encumbrance of any kind (including any conditional sale or other 
title retention agreement, any lease in the nature thereof, and any agreement 
to give any security interest) and any  option, trust or other preferential 
arrangement having the practical effect of any of the foregoing.

     "LOAN" has the meaning assigned to such term in the recitals to this 
Agreement.

     "MANDATORY REPAYMENT OBLIGATIONS" means the obligations of Pledgor to 
repay the Note pursuant to Section 2 of the Note.

     "NOTE" has the meaning assigned to such term in the recitals to this 
Agreement.

     "PERSON" means and includes natural persons, corporations, limited 
partnerships, general partnerships, joint stock companies, joint ventures, 
associations, companies, trusts, banks, trust companies, land trusts, 
business trusts or other organizations, whether or not legal entities, and 
governments and agencies and political subdivisions thereof.

     "PLEDGED COLLATERAL" has the meaning assigned to such term in Section 2.

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     "PLEDGED SHARES" means all shares of common stock of the Company 
purchased by Pledgor using the proceeds of the Loan, and any other securities 
into which such shares are converted or reclassified (by stock split, merger, 
extraordinary distribution or otherwise) or for which such shares are 
exchanged by operation of law or consent of Secured Party.

     "PLEDGOR" means Edward C. Coppola, Jr.

     "PROCEEDS" has the meaning assigned to such term in Section 2(c).

     "SEC" means the Securities and Exchange Commission.

     "SECURED OBLIGATIONS" has the meaning assigned to such term in Section 3.

     "SECURED PARTY" means The Macerich Company, a Maryland corporation, and 
its successors and assigns by operation of law or otherwise.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "UNDERLYING DEBT" has the meaning assigned to such term in Section 3.

     SECTION 2.  PLEDGE OF SECURITY.  Subject to Section 8(a), Pledgor hereby 
pledges and assigns to Secured Party, and hereby grants to Secured Party a 
security interest in, all of Pledgor's right, title and interest in and to 
the following and all interests therein (the "PLEDGED COLLATERAL"):

(a)





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