Exhibit 3.2  AGREEMENT BETWEEN
SIMON PROPERTY GROUP, INC. AND SIMON PROPERTY
GROUP, L.P.  This Agreement is made as
of the 29th day of April, 2009, but effective as of October 14, 2004, by
and between Simon Property Group, Inc., a Delaware corporation (the Company),
having a principal address of 225 W. Washington Street, Indianapolis, Indiana
46204, and Simon Property Group, L.P., a Delaware limited Partnership (the Partnership),
having its principal address of 225 W. Washington Street, Indianapolis, Indiana
46204.  W I T N E S S E T
H:  The Partnership is
governed by the terms and conditions of a certain Eighth Amended and Restated
Limited Partnership Agreement of Simon Property Group, L.P., dated May 8,
2008 (the Restated Limited Partnership Agreement).  Capitalized terms used but not defined in
this Agreement shall have the meanings given such terms in the Restated Limited
Partnership Agreement.  The Partnership issued
the Series I Preferred Units (the Series I Units) upon and subject
to the terms and conditions of the Certificate of Designation of 6% Series I
Convertible Perpetual Preferred Units of Simon Property Group, L.P. (the Certificate
of Designations) and Articles 4.3(c) and 9.4 of the Seventh Amended and
Restated Limited Partnership Agreement of Simon Property Group, L.P.  Holders of the Series I Units have the
right to exchange some or all of their Series I Units pursuant to Section 10(a) of
the Certificate of Designations for an equal number of shares of Series I
Preferred Stock of the Company or cash, as selected by the Company.  Due to a scriveners error, the parties or
their predecessors did not provide in the Restated Limited Partnership
Agreement the process by which the Partnership will have access to the funds
required to redeem the Series I Units owned by a Series I unitholder
based upon an election by the Company to pay cash in exchange for such Series I
Units.  The parties hereto now wish to
describe the terms and conditions by which the parties shall have access to
such funds for such purpose and incorporate the same by reference into the Restated
Limited Partnership Agreement.  NOW THEREFORE, in
consideration of the premises and for good and valuable consideration paid to
the Company, the receipt and sufficiency of which are hereby acknowledged, the
Company hereby agrees to and with the Partnership as follows:  1.The Company hereby agrees that the only
manner in which it may hereafter elect to cause the Partnership to redeem for
cash any Series I Units tendered for exchange pursuant to Section 10
of the Certificate of Designations, rather than electing to acquire such Series I
Units in exchange for Series I Preferred Stock in accordance with said Section 10,
is by contributing to the capital of the Partnership, in exchange for Additional
Units, on or prior to the date of the closing established pursuant to Section 10
of the Certificate of Designations for the exchange or redemption of such
tendered Series I Units, an amount of immediately available funds
sufficient to enable the Partnership to effectuate such redemption.  2.The Company hereby further agrees that if
on the date of any closing established pursuant to Section 10 of the
Certificate of Designations, the Company shall not have made the capital
contribution provided for in Paragraph 1 above, it shall, as a result,
conclusively be deemed to have elected to exchange the tendered Series I
Units for Series I Preferred Stock of the Company and shall be obligated
at such closing to issue its Series I Preferred Stock to the tendering
Limited Partner, in the quantity established pursuant to said Section 10,
in exchange for such Series I Units.  3.The provisions of this Agreement shall
continue to bind the Company and the Partnership notwithstanding any further
amended or restatement of the Restated Limited Partnership Agreement unless the
Company and the Partnership shall otherwise agree in writing.  4.The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


The provisions of this
Agreement shall be governed by the laws of the State of Delaware.  IN
WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first
above written.  SIMON PROPERTY GROUP, L.P.,
  a Delaware limited PartnershipBy:
  Simon Property
  Group, Inc., a Delaware corporationBy:
  /s/  Stephen
  E. SterrettStephen E. SterrettExecutive Vice
  President andChief Financial OfficerSIMON PROPERTY GROUP,
  INC., a Delaware corporation, general partnerBy:
  /s/  Stephen
  E. SterrettStephen E. SterrettExecutive Vice
  President andChief Financial Officer