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Exhibit 3.2


                          CERTIFICATE OF DESIGNATION
                                      OF
                  8.00% CUMULATIVE REDEEMABLE PREFERRED UNITS
                                      OF
                          SIMON PROPERTY GROUP, L.P.



          WHEREAS, Simon Property Group, L.P. (the "Operating Partnership") has
agreed to designate a series of preferred units having the powers, preferences
and relative, participating, optional or other special rights set forth herein
and to issue the units so designated solely as partial consideration for the
NED Portfolio Properties as defined in certain contribution agreements with
respect to properties the sale of which was arranged by NED Management Limited
Partnership and WellsPark Management LLC and, under certain circumstances, as
partial consideration for Pheasant Lane Mall in Nashua New Hampshire and
Cambridgeside Galleria in Cambridge, Massachusetts pursuant to contribution
agreements with respect to those properties (the contribution agreements for
the NED Portfolio Properties. Pheasant Lane Mall and Cambridgeside Galleria are
referred to herein as the "Contribution Agreements"); and

          WHEREAS, the designation of the preferred units of the Operating
Partnership hereby is permitted by the terms of the Seventh Amended and
Restated Limited Partnership Agreement of the Operating Partnership (the
"Partnership Agreement");

          WHEREAS, Simon Property Group, Inc. (the "Corporation"), the managing
general partner of the Operating Partnership (in such capacity, the "Managing
General Partner"), has determined that it is in the best interest of the
Operating Partnership to designate a new series of preferred units of the
Operating Partnership;

          NOW THEREFORE, the Managing General Partner hereby designates a
series of preferred units and fixes the designations, powers, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of such preferred units,
as follows:

          SECTION 1.     Designation and Number.  The units of such series
shall be designated "8.00% Cumulative Redeemable Preferred Units" (the "8.00%
Cumulative Redeemable Preferred Units").  The authorized number of 8.00%
Cumulative Redeemable Preferred Units shall be 1,500,000 but such 8.00%
Cumulative Redeemable Preferred Units shall only be issuable as consideration
pursuant to the Contribution Agreements.  Subject to Sections 5 and 6 hereof,
each 8.00% Cumulative Redeemable Preferred Unit shall be paired with one (1)
7.00% Cumulative Convertible Preferred Unit of the Operating Partnership
("7.00% Cumulative Convertible Preferred Unit") or one (1) Common Unit into
which such 7.00% Cumulative Convertible Preferred Unit is converted and such
paired units shall be subject to the transfer restrictions set forth in Section
9 hereof (as such, "Paired Units"); provided that in the event of (i) the
redemption by the Operating Partnership of the 8.00% Cumulative Redeemable
Preferred Units for Common Units; (ii) the conversion of 8.00% Cumulative
Redeemable Preferred Units into 8.00% Cumulative Redeemable Preferred Stock (as
defined below) as permitted under Section 6 herein or (iii) the repurchase of
8.00% Cumulative Redeemable Preferred Units payable in Paired Shares as
permitted under Section 7 herein, then in each such case, the 7.00% Cumulative
Convertible Preferred Units shall cease to be paired with such Common Units
issuable upon such redemption, such 8.00% Cumulative Redeemable Preferred Stock
issuable upon such conversion, or such Paired Shares issuable upon repurchase,
as the case may be, and the provisions of Section 9(b) hereof shall no longer
apply to 8.00% Cumulative Redeemable Preferred Units which had been paired with
the 8.00% Cumulative Redeemable Preferred Stock which were so redeemed or
converted.

          SECTION 2.     Ranking. The 8.00% Cumulative Redeemable Preferred
Units shall, with respect to the payment of distributions pursuant to Section
6.2 of the Partnership Agreement or rights upon the dissolution, liquidation or
winding-up of the Operating Partnership, rank: (i) senior to the holders of
Partnership Units of the Operating Partnership (the "Common Units") and any
other equity securities of the Operating Partnership which by their terms rank
junior to the 8.00% Cumulative Redeemable Preferred Units as to distributions
pursuant to Section 6.2 of the Partnership Agreement or rights upon the
dissolution, liquidation or winding-up of the Operating Partnership (such
Common Units and such other equity securities, collectively, the "Junior
Units"), (ii) pari passu with any other preferred units which are not by their
terms junior or, subject to Section 11 hereof, senior to the 8.00% Cumulative
Redeemable Preferred Units as to distributions pursuant to Section 6.2 of the
Partnership Agreement or rights upon the dissolution, liquidation or winding-up
of the Operating Partnership, and in all respects shall rank pari passu with
the 6.50% Series A Convertible Preferred Units, Series B Convertible Preferred
Units, 8-3/4% Series B Cumulative Redeemable Preferred Units, 7.89% Series C
Cumulative Step-Up Premium Rate Preferred Units and 7.00% Cumulative
Convertible Preferred Units, which are the only preferred units of the
Operating Partnership authorized as of the date hereof ("Parity Units") and
(iii) subject to Section 11 hereof, junior to any other preferred units which
by their terms are senior to the 8.00% Cumulative Redeemable Preferred Units as
to distributions pursuant to Section 6.2 of the Partnership Agreement or rights
upon the dissolution, liquidation or winding-up of the Operating Partnership
("Senior Units").

          SECTION 3.     Distributions. (a)  Distributions on the 8.00%
Cumulative Redeemable Preferred Units are cumulative from the date of issuance
and are payable quarterly on or about the last day of March, June, September
and December of each year in an amount in cash equal to 7.00% of the
Liquidation Preference (as defined herein) per annum.

          (b)  Distributions on the 8.00% Cumulative Redeemable Preferred
Units, without any additional return on unpaid distributions, will accrue,
whether or not the Operating Partnership has earnings, whether or not there are
funds legally available for the payment of such distribution and whether or not
such distributions are declared or paid when due. All such distributions
accumulate from the first date of issuance of any such 8.00% Cumulative
Redeemable Preferred Units. Distributions on the 8.00% Cumulative Redeemable
Preferred Units shall cease to accumulate on such units on the date of their
earlier conversion or redemption.

          (c)  In allocating items of income, gain, loss and deductions which
could have an effect upon the determination of the federal income tax liability
of any holder of the 8.00% Cumulative Redeemable Preferred Unit, except as
otherwise required by Section 704(c) of the Internal Revenue Code of 1986, as
amended, or any other applicable provisions thereof, the Operating Partnership
shall allocate each such item proportionately, based on the distributive share
of profits or losses, as the case may be, of the Operating Partnership
allocated to holders of the 8.00% Cumulative Redeemable Preferred Units as
compared to the total of the distributive shares of such profits and losses, as
the case may be, allocated to all partners of the Operating Partnership.

          (d)  If any 8.00% Cumulative Redeemable Preferred Units are
outstanding, then, except as provided in the following sentence, no
distributions shall be declared or paid or set apart for payment on any Parity
Units or Junior Units for any period unless full cumulative distributions have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payments on the 8.00%
Cumulative Redeemable Preferred Units for all past distribution periods and the
then current distribution period.  When distributions are not paid in full (or
a sum sufficient for such full payment is not set apart) upon the 8.00%
Cumulative Redeemable Preferred Units and any Parity Units, all distributions
declared upon the 8.00% Cumulative Redeemable Preferred Units and any other
Parity Units shall be declared pro rata so that the amount of distributions
declared the 8.00% Cumulative Redeemable Preferred Unit and such other Parity
Units shall in all cases bear to each other the same ratio that accrued
distributions per 8.00% Cumulative Redeemable Preferred Unit and such other
series of Parity Units bear to each other.

          (e)  Except as provided in subparagraph (d) above, unless full
cumulative distributions on the 8.00% Cumulative Redeemable Preferred Units
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
distribution periods and the then current distribution period, no distributions
(other than in Junior Units) shall be declared, set aside for payment or paid
and no other distribution shall be declared or made upon any Junior Units, nor
shall any Junior Units be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any such Junior Units) by the Operating Partnership
(except by conversion into or exchange for Junior Units).

          SECTION 4.     Liquidation Preference.  (a)  Each 8.00% Cumulative
Redeemable Preferred Unit shall be entitled to a liquidation preference of
$30.00 per 8.00% Cumulative Redeemable Preferred Unit ("Liquidation
Preference").

          (b) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Operating Partnership pursuant to Article VIII
of the Partnership Agreement, the holders of 8.00% Cumulative Redeemable
Preferred Units then outstanding shall be entitled to be paid out of the assets
of the Operating Partnership available for distribution, after and subject to
the payment in full of all amounts required to be distributed to the holders of
Senior Units, but before any payment shall be made to the holders of Junior
Units, an amount equal to the aggregate Liquidation Preference of the 8.00%
Cumulative Redeemable Preferred Units held by such holder, plus an amount equal
to accrued and unpaid distributions thereon, if any.  If upon any such
liquidation, dissolution or winding up of the Operating Partnership the
remaining assets of the Operating Partnership available for the distribution
after payment in full of amounts required to be paid or distributed to holders
of Senior Units shall be insufficient to pay the holders of the 8.00%
Cumulative Redeemable Preferred Units the full amount to which they shall be
entitled, the holders of the 8.00% Cumulative Redeemable Preferred Units, and
the holders of any series of Parity Units, shall share ratably with other
holders of Parity Units in any distribution of the remaining assets and funds
of the Operating Partnership in proportion to the respective amounts which
would otherwise be payable in respect to the Parity Units held by each of the
said holders upon such distribution if all amounts payable on or with respect
to said Parity Units were paid in full. After payment in full of the
Liquidation Preference and accumulated and unpaid distributions to which they
are entitled, the holders of 8.00% Cumulative Redeemable Preferred Units shall
not be entitled to any further participation in any distribution of the assets
of the Operating Partnership.

          SECTION 5.     Redemption.    (a)  General.  The 8.00% Cumulative
Redeemable Preferred Units are not redeemable, except as permitted under
Sections 6 and 7 herein, prior to August 27, 2009.

          (b)  Optional Redemption.  (i) On and after August 27, 2009, the
Operating Partnership may, at its option, at any time, redeem the 8.00%
Cumulative Redeemable Preferred Units, in whole or in part, at the Liquidation
Preference, plus accrued and unpaid distributions thereon, if any, to and
including the date of redemption (the "Redemption Price").  The Redemption
Price (other than the portion thereof consisting of accrued and unpaid
distributions, which shall be payable in cash) is payable, at the option of the
Operating Partnership, in any combination of (i) new preferred unit ("New
Preferred Units") of the Operating Partnership having substantially the same
terms as the 8.00% Cumulative Redeemable Preferred Units with a distribution
coupon to be reset based on the then market rates (such rate to be determined
in good faith by the Managing General Partner), or (ii) in Common Units at the
Deemed Partnership Unit Value as of the Redemption Date (as defined below), of
the Common Units to be issued.

          (ii)  Provided that no later than the Redemption Date the Operating
Partnership shall have (A) set apart the funds necessary to pay the accrued and
unpaid distribution on all the 8.00% Cumulative Redeemable Preferred Units then
called for redemption and (B) reserved for issuance a sufficient number of
authorized Common Units and/or New Preferred Units, the Operating Partnership
may give the holders of the 8.00% Cumulative Redeemable Preferred Units written
notice ("Redemption Notice") of a redemption pursuant to Section 5(b) (a
"Redemption") not more than 70 nor less than 40 calendar days prior to the date
fixed for redemption (the "Redemption Date") at the address of such holders on
the books of the Operating Partnership (provided that failure to give such
notice or any defect therein shall not affect the validity of the proceeding
for a Redemption except as to the holder to whom the Operating Partnership has
failed to give such notice or whose notice was defective).  The 8.00%
Cumulative Redeemable Preferred Units for which the Redemption Price has been
paid shall no longer be deemed outstanding from and after the date of payment
and all rights with respect to such units shall forthwith cease and terminate.
In case fewer than all of the outstanding 8.00% Cumulative Redeemable Preferred
Units are called for redemption, such units shall be redeemed pro rata, as
nearly as practicable, among all holders of 8.00% Cumulative Redeemable
Preferred Units, provided that, if within 20 business days of the Redemption
Notice the Contributor Representative (as such term is defined in the Tax
Protection Agreement entered into on or prior to the date hereof between
Operating Partnership and certain other parties (the "Tax Protection
Agreement")) notifies the Operating Partnership of an alternative allocation
("Allocation Notice"), then the redemption of the 7.00% Cumulative Preferred
Units shall be allocated in accordance with such Allocation Notice.  On or
before the Redemption Date, a holder of 8.00% Cumulative Redeemable Preferred
Units shall have the conversion right set forth in Section 6 hereof
notwithstanding anything in this Section 5 to the contrary.

          SECTION 6.     Conversion.    (a)  Each 8.00% Cumulative Redeemable
Preferred Unit shall be convertible at the option of the holder, at any time on
and after August 27, 2004, upon no less than 15 business days prior written
notice to the Corporation and the Operating Partnership, in whole or in part,
unless previously redeemed, pursuant to Section 6(b) below.

          (b)  Each 8.00% Cumulative Redeemable Preferred Unit that the holder
elects to convert will be redeemed for shares of 8.00% Cumulative Redeemable
Preferred Stock of the Corporation having an aggregate liquidation preference
equal to the Liquidation Preference of the 8.00% Cumulative Redeemable
Preferred Units that the holder elects to convert, such preferred stock of the
Corporation to have the rights and preferences set forth on Annex I hereto
("Corporation 8.00% Cumulative Redeemable Preferred Stock").

          (c)  No fractional Conversion Units or scrip representing fractions
of Conversion Units shall be issued upon conversion of a 8.00% Cumulative
Redeemable Preferred Unit.  If a fractional Conversion Unit is otherwise
deliverable to a converting holder upon a conversion of 8.00% Cumulative
Redeemable Preferred Units, the Operating Partnership shall in lieu thereof pay
to the person entitled thereto an amount in cash equal to the current value of
such fractional interest, calculated to the nearest 1/1000th of a unit, to be
computed using the current market price of a Paired Share on the date of
conversion, in the case of a conversion into Common Units.

          SECTION 7.     Put Right.     (a) In the event of (i) the death of an
Actual Taxpayer (as defined in the Tax Protection Agreement) holding directly
or indirectly 8.00% Cumulative Redeemable Preferred Units, (ii) in the case of
8.00% Cumulative Redeemable Preferred Units held directly or indirectly by an
Actual Taxpayer in trust, the death of the person designated from time to time
by the trustee(s) of such trust, or (iii) a Tax Triggering Event with respect
to an Actual Taxpayer holding directly or indirectly 8.00% Cumulative
Redeemable Preferred Units, then in any such event such holder or the
subsequent holder or holders, as the case may be, of such 8.00% Cumulative
Redeemable Preferred Units may require the Operating Partnership to repurchase
such 8.00% Cumulative Redeemable Preferred Units, in accordance with Section
7(b) below, at a price of $30.00 per 8.00% Cumulative Redeemable Preferred
Unit, plus distributions accrued and unpaid to the repurchase date (such sum,
the "Repurchase Price").  As used in this Section 7(a), "Tax Triggering Event"
means, with respect to any Actual Taxpayer holding directly or indirectly 8.00%
Cumulative Redeemable Preferred Units, any transaction by the Operating
Partnership (x) involving the Contributed Property and (y) constituting a
Taxable Sale.  The terms Contributed Property and Taxable Sale shall have the
meanings specified in the Tax Protection Agreement.  The term "Repurchase Date"
shall mean the date on which the first payment (in cash or Paired Shares) is
made as described in Section 7(b) below.

          (b)  The aggregate Repurchase Price shall be paid within one year
after the exercise of the right described in Section 7(a) above, at the option
of the Operating Partnership, (i) in cash, or (ii) in fully registered Paired
Shares valued at the Current Per Share Market Price for such Paired Shares as
of the date such shares are to be issued hereunder, except that the portion of
the aggregate Repurchase Price consisting of accrued and unpaid distributions
shall be paid in full in cash when such distributions are paid with respect to
other 8.00% Cumulative Redeemable Preferred Units, but in no event later than
the time of the first cash payment provided in this Section 7(b) or the
issuance of such Paired Shares, as the case may be.  If the Operating
Partnership elects to pay for the 8.00% Cumulative Redeemable Preferred Units
in cash, the aggregate Repurchase Price shall be paid, at the option of the
Operating Partnership, either (x) in full on or before such date which is one
year after the exercise of the right described in Section 7(a) above or (y) in
four (4) equal annual installments commencing not later than one year after the
exercise of the right described in Section 7(a) above, with interest accruing
on unpaid amounts from the date of exercise of the right described in Section
7(a) above at the rate of 8% per annum.

          SECTION 8.     No Right to Certain Distributions.  Any holder of
8.00% Cumulative Redeemable Preferred Units whose units are redeemed pursuant
to Section 5 hereto, converted pursuant to Section 6 hereto or caused to be
repurchased pursuant to Section 7 hereto, prior to being entitled to received
any cash or other securities upon the occurrence of any such event, will be
required to execute and deliver to the Operating Partnership and the
Corporation a Distribution Return Agreement substantially in the form of Annex
II hereto.

          SECTION 9.     Restrictions on Transfer, Redemption, Conversion or
Put; Stapled Security.  (a)  The Paired Units shall be subject to the
restrictions on transfer set forth in Sections 9.3 and 9.5 of the Partnership
Agreement as if such units were "Partnership Units" thereunder.  Any transfer
or attempted transfer in violation of the provisions of this Section 9(a) shall
be null and void.

          (b)  Notwithstanding anything in this Certificate of Designation to
the contrary, Paired Units shall only be transferred to a transferee, caused to
be redeemed pursuant to Section 5, converted pursuant to Section 6 or caused to
be repurchased pursuant to Section 7 as a Paired Unit, if any such units are
otherwise required to be paired under this Certificate of Designation.  Any
such transfer, redemption or repurchase or attempted transfer, redemption or
repurchase of 8.00% Cumulative Redeemable Preferred Units in violation of the
provisions of this Section 9(b) shall be null and void.

          SECTION 10.    Status of Converted or Redeemed 8.00% Cumulative
Redeemable Preferred Units.  Upon any conversion or any redemption, repurchase
or other acquisition by the Operating Partnership of 8.00% Cumulative
Redeemable Preferred Units, the 8.00% Cumulative Redeemable Preferred Units so
converted, redeemed, repurchased or acquired shall be retired and canceled.

          SECTION 11. Voting. (a) The Operating Partnership shall not, without
the affirmative consent or approval of the holders of at least a majority of
the 8.00% Cumulative Redeemable Preferred Units then outstanding, voting
separately as a class, (i) authorize any Senior Units; (ii) amend, alter or
modify any of the provisions of this Certificate of Designation so as to
adversely affect the holders of 8.00% Cumulative Redeemable Preferred Units; or
(iii) issue to any holder of Common Units any Parity Units by way of exchange,
distribution or similar transaction in respect of such Common Units, unless
such exchange, distribution or similar transaction is for fair value (as
determined in good faith by the Managing General Partner).

          (b) The Corporation shall not, without the affirmative consent or
approval of the holders of at least a majority in Liquidation Preference of the
8.00% Cumulative Redeemable Preferred Units and Corporation 8.00% Cumulative
Redeemable Preferred Stock then outstanding, voting together as a single class,
(i) authorize any Senior Preferred Stock (as defined in Annex I hereto); or
(ii) amend, alter or modify any of the provisions of the Certificate of
Designation of the Corporation 8.00% Cumulative Redeemable Preferred Stock so
as to adversely affect the holders thereof.

          SECTION 12.  Registration Rights for Corporation 8.00% Cumulative
Redeemable Preferred Stock.  The Corporation 8.00% Cumulative Redeemable
Preferred Stock issued to any holder of 8.00% Cumulative Redeemable Preferred
Units pursuant to Section 6 hereof shall be deemed "Registrable Securities" for
purposes of Section 9.6 of the Partnership Agreement, subject to the
limitations and qualifications contained in Section 9.6 of the Partnership
Agreement unless the holder of such 8.00% Cumulative Redeemable Preferred Units
is party to a registration rights agreement pursuant to Section 5.06 of the
Portfolio Agreement, in which case such holder exclusively shall have the
rights set forth therein.

          SECTION 13.  Issuance of Paired SRC Limited Partnership Units.  If
any Common Units are to be issued to a holder of a 8.00% Cumulative Redeemable
Preferred Unit in connection with the redemption of such 8.00% Cumulative
Redeemable Preferred Unit as provided herein, the Operating Partnership shall
distribute to the holder of such 8.00% Cumulative Redeemable Preferred Unit so
converted, for no additional consideration, a number of SRC Limited Partnership
Units (as defined in the Partnership Agreement) equal to the number of Common
Units so issued; provided, however, that if the value of such SRC Limited
Partnership Units, as determined by the Operating Partnership consistent with
its prior valuation methodology used to value SRC Limited Partnership Units,
exceeds $.50 per Unit, then prior to the distribution of such SRC Limited
Partnership Units, the Operating Partnership shall notify the Contributor
Representative of its valuation of the SRC Limited Partnership Units.  If the
Contributor Representative believes that the distribution of such SRC Limited
Partnership Units may be taxable to the converting holders under Section 731(a)
of the Code it may request that the Operating Partnership offer to provide the
converting Partners with the opportunity to enter into so-called "bottom-up"
guarantees under terms and conditions set forth in Section 2(z) of the Tax
Protection Agreement, mutatis mutandis.  Remedy for a failure by the Operating
Partnership to comply with such obligation to provide "bottom-up" guarantees
shall be as set forth in Section 3 of the Tax Protection Agreement, mutatis
mutandis.  It shall be a condition to any distribution of SRC Limited
Partnership Units to a holder that such holder agree in writing to become a
limited partner under the SRC Partnership agreement.

          SECTION 14.  Definitions.  Except as otherwise herein expressly
provided, the following terms and phrases shall have the meanings set forth
below:

          "Closing Price" on any date shall mean the last sale price per share,
regular way, of the Paired Shares or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, of the
Paired Shares in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Paired Shares are not listed
or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Paired Shares
are listed or admitted to trading or, if the Paired Shares are not listed or
admitted to trading on any national securities exchange, the last quoted price,
or if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System for the Paired Shares or, if such
system is no longer in use, the principal other automated quotations system
that may then be in use or, if the Paired Shares are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Paired Shares selected from
time to time by the Board of Directors of the Managing General Partner.

          "Current Per Share Market Price" on any date shall mean the average
of the Closing Prices for the five consecutive Trading Days ending on such
date.

          "Deemed Partnership Unit Value" as of any date shall mean (i) the
Current Per Share Market Price as of the Trading Day immediately preceding such
date, minus (ii) the SPG Realty Deemed Partnership Unit Value; provided,
however, that in the event of a stock dividend, stock split, stock distribution
or the like, the Deemed Partnership Unit Value shall be adjusted by the
Managing General Partner to provide fair and equitable arrangements, to the
extent necessary, to fully adjust and avoid any dilution in the rights of the
holders of the 7.00% Cumulative Convertible Preferred Units.

          "Entity" shall mean any general partnership, limited partnership,
limited liability company, limited liability partnership, corporation, joint
venture, trust, business trust, cooperative or association.

          "Limited Partners" shall mean those Persons whose names are set forth
on Exhibit A to the Partnership Agreement as Limited Partners, their permitted
successors or assigns as limited partners hereof, and/or any Person who, at the
time of reference thereto, is a limited partner of the Operating Partnership.

          "Managing General Partner" shall mean Simon Property Group, Inc., a
Delaware corporation.

          "Non-Managing General Partners" shall mean, collectively, SD Property
Group, Inc. and SPG Properties, Inc.

          "Paired Share" shall mean one Share and one Trust Interest.

          "Partners" shall mean the Managing General Partner, the Non-Managing
General Partners and the Limited Partners, their duly admitted successors or
assigns or any Person who is a partner of the Operating Partnership at the time
of reference thereto.

          "Partnership Units" shall mean the interest in the Operating
Partnership of any Partner which entitles a Partner to the allocations (and
each item thereof) specified in the Partnership Agreement and all distributions
from the Operating Partnership, and its rights of management, consent,
approval, or participation, if any, as provided in the Partnership Agreement.
Partnership Units do not include Preferred Units.  Each Partner's percentage
ownership interest in the Operating Partnership shall be determined by dividing
the number of Partnership Units then owned by each Partner by the total number
of Partnership Units then outstanding.

          "Person" shall mean any individual or Entity.

          "Shares" shall mean the shares of common stock, par value $0.0001 per
share, of the Corporation.

          "SPG Managing General Partner" shall mean SPG Realty Consultants,
Inc.

          "SPG Realty" shall mean SPG Realty Consultants, Inc.

          "SPG Realty Deemed Partnership Unit Value" with respect to a
particular Trust Interest as of any date shall mean the value of the SPG Shares
underlying such Trust Interest, which shall be an amount equal to the greater
of (i) the aggregate par value of the SPG Share underlying the Trust Interest
and (ii) the amount determined in good faith by the Board of Directors of the
SPG Managing General Partner to represent the fair market net asset value of
the SPG Share underlying the Trust Interest.

          "SPG Shares" shall mean the Common Stock, par value $.01 per share of
the SPG Managing General Partner.

          "Trading Day" shall mean a day on which the principal national
securities exchange on which the Paired Shares are listed or admitted to
trading is open for the transaction of business or, if the Paired Shares are
not listed or admitted to trading on any national securities exchange, shall
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

          "Trust" shall mean the trust owning all of the outstanding shares of
Common Stock, par value $0.0001 per share, of SPG Realty subject to a trust
agreement among certain stockholders of the Corporation, a trustee and the SPG
Realty pursuant to which all holders of Shares are beneficiaries of such Trust.

          "Trust Interest" shall mean a pro rata beneficial interest in the
Trust.



          IN WITNESS WHEREOF, the Managing General Partner has caused this
Certificate to be signed by James M. Barkley, its Secretary, this 27th day of
August, 1999.



                              By:     /s/ James M. Barkley
                                   Name:     James M. Barkley
                                   Title:    Secretary

                         DISTRIBUTION RETURN AGREEMENT

                                                      Date:  __________________



Simon Property Group, L.P.
National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204



Dear Sirs:

     The undersigned is a holder of 8.00% Cumulative Redeemable Preferred Units
("Preferred Units") of Simon Property Group, L.P., a Delaware limited liability
(the "Operating Partnership").  On the date hereof, the undersigned has
presented to the Operating Partnership _____________ (number) Preferred Units
(the "Tendered Units") for (a) redemption (the "Redemption"); (b) conversion
(the "Conversion") or (c) repurchase (the "Repurchase") pursuant to their
terms.  This letter agreement is being given in satisfaction of a condition to
the Redemption, Conversion, or Repurchase, as applicable, of the Tendered
Units.

     The undersigned hereby agrees with the Operating Partnership that, in the
event the undersigned receives any payment or distribution with respect to
Tendered Units after their Redemption, Conversion, or Repurchase, as
applicable, other than a payment or distribution required to be made in
connection therewith, the undersigned will promptly remit such payment or
distribution back to the Operating Partnership.

     In furtherance of the foregoing, the undersigned further grants to the
Operating Partnership the right to set off against any unpaid amount due to the
Operating Partnership under this letter agreement any debt or other obligation
of the Operating Partnership owing to the undersigned, including, without
limitation, any dividend or other distribution payable to the undersigned by
reason of its ownership of Preferred Units or any other securities of the
Operating Partnership.



     This letter agreement shall be construed in accordance with, and governed
by, the laws of the State of New York, without regard to conflicts of laws
principles.

                              Very truly yours,




                              (Name of Holder of Preferred Units)



                              By:
                                 Name:
                                 Title:



AGREED:
SIMON PROPERTY GROUP, L.P.



By:
  Name:
  Title: