UPDATE 1-Fairholme offers $2.8 bln for General Growth exit

* Fairholme offer part of proposal announced Monday

* Fairholme to buy 271.3 mln new GGP shares at $10 each

* Fairholme holds $1.83 in GGP unsecured debt

NEW YORK, March 10 (Reuters) - Fund manager Fairholme Capital Management said on Wednesday it offered to buy about $2.8 billion worth of shares from General Growth Properties Inc (GGP.N), giving further details of a plan to help the No. 2 U.S. mall owner emerge from bankruptcy.

William Ackman's Pershing Square Capital Management and Fairholme agreed to invest up to $3.925 billion in General Growth under the proposal, which the mall owner announced on Monday.

Brookfield Asset Management (BAMa.TO), a Toronto-based property and infrastructure investor, also is helping to bankroll the plan. [ID:nN08196419]

Fairholme said it holds $1.83 billion in face amount of General Growth's unsecured debt.

Under the plan, it said it would buy about 271.3 million shares of new equity capital of the reorganized General Growth Properties at $10 per share.

It also would provide funding of about $67.5 million as part of a $250 million rights offering of General Growth Opportunities, which would be created under the plan, at $5 per share.

Fairholme has about $15 billion under management. (Reporting by Paritosh Bansal. Editing by Robert MacMillan)