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                                                                     EXHIBIT 4.4

                                                  7.89% SERIES G CUMULATIVE
                                                  STEP-UP PREMIUM RATE
                                                  PREFERRED STOCK

         NUMBER                                                    SHARES
G______________                                            ___________________

              Incorporated under the Laws of the State of Delaware

                                    [ARTWORK]

                                            CUSIP NO. 828806 50 5
                                            SEE REVERSE FOR CERTAIN DEFINITIONS
                                            AND A STATEMENT AS TO THE RIGHTS,
                                            PREFERENCES, PRIVILEGES AND
                                            RESTRICTIONS OF SHARES

                           SIMON PROPERTY GROUP, INC.

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF THE 7.89% SERIES G CUMULATIVE
STEP-UP PREMIUM RATE PREFERRED STOCK, PAR VALUE $.0001 PER SHARE OF
                         SIMON PROPERTY GROUP, INC. (hereinafter called the
"Corporation") transferable on the books of the Corporation by the registered
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until countersigned
and registered by the Transfer Agent and Registrar.

         In Witness Whereof, the Corporation has caused the facsimile signature
of its duly authorized officers and its facsimile seal to be affixed hereto.

Dated:

                                                                     [SEAL]



                  /s/ James M. Barkley                        /s/ Melvin Simon
                  SECRETARY                                   CO-CHAIRMAN

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Countersigned and Registered:
         MELLON INVESTOR SERVICES LLC
         Transfer Agent and Registrar

         The securities represented by this certificate are subject to
restrictions on transfer for the purposes of the Corporation's maintenance of
its status as a real estate investment trust under the Internal Revenue Code of
1986, as amended from time to time (the "Code"). Transfers in contravention of
such restrictions shall be void AB INITIO. Except as otherwise determined by the
Board of Directors of the Corporation, no Person may (1) Beneficially Own or
Constructively Own shares of Capital Stock in excess of 8.0% (other than members
of the Simon Family Group, whose relevant percentage is 18.0%) of the value of
any class of outstanding Capital Stock of the Corporation, or any combination
thereof, determined as provided in the Corporation's Restated Certificate of
Incorporation, as the same may be amended from time to time (the "Charter"), and
computed with regard to all outstanding shares of Capital Stock and, to the
extent provided by the Code, all shares of Capital Stock issuable under existing
Options and Exchange Rights that have not been exercised; or (2) Beneficially
Own Capital Stock which would result in the Corporation being "closely held"
under Section 856(h) of the Code. Unless so excepted, any acquisition of Capital
Stock and continued holding of ownership constitutes a continuous representation
of compliance with the above limitations, and any Person who attempts to
Beneficially Own or Constructively Own shares of Capital Stock in excess of the
above limitations has an affirmative obligation to notify the Corporation
immediately upon such attempt. If the restrictions on transfer are violated, the
transfer will be void AB INITIO and the shares of Capital Stock represented
hereby will be automatically converted into shares of Excess Stock and will be
transferred to the Trustee to be held in trust for the benefit of one or more
Qualified Charitable Organizations, whereupon such Person shall forfeit all
rights and interests in such Excess Stock. In addition, certain Beneficial
Owners or Constructive Owners must give written notice as to certain information
on demand and on an annual basis. All capitalized terms in this legend have the
meanings defined in the Charter. The Corporation will mail without charge to any
requesting stockholder a copy of the Charter, including the express terms of
each class and series of the authorized capital stock of the Corporation, within
five days after receipt of a written request therefor.

         The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of preferred
or special class in series which the Corporation is authorized to issue, to the
extent they have been set, and of the authority of the Board of Directors to set
the relative rights and preferences of subsequent series of a preferred or
special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent.

         Keep this certificate in a safe place. If it is lost, stolen or
destroyed, the Corporation will require a bond of indemnity as a condition to
the issuance of a replacement certificate.

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         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common            UNIF GIFT MIN ACT -- ___Custodian___
TEN ENT - as tenants by the entireties                    (Cust)        (Minor)
JT TEN - as joint tenants with rights of         under Uniform Gifts to Minors
         survivorship and not as tenants         Act _______________
         in common                                        (State)


         Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, __________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE
--------------------

------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

------------------------------------------------------------------------------

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________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

____________________________________________________________________ Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.

Dated _______________
                                           ------------------------------

                                           ------------------------------
                                  NOTICE:  THE SIGNATURE(S) TO THIS
                                   ASSIGNMENT ASSIGNMENT MUST CORRESPOND
                                  WITH THE NAME(S) AS WRITTEN UPON THE FACE
                                  OF THE CERTIFICATE IN EVERY PARTICULAR,


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                                  WITHOUT ALTERATION OR ENLARGEMENT OR
                                  ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By _____________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.