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                                                                     EXHIBIT 4.2

                           SIMON PROPERTY GROUP, INC.

                    CERTIFICATE OF THE POWERS, DESIGNATIONS,

                          PREFERENCES AND RIGHTS OF THE

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

                                $.0001 PAR VALUE

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


                  The following resolution was duly adopted by the Board of
Directors (the "Board of Directors") of Simon Property Group, Inc., a Delaware
corporation (the "Corporation"), pursuant to the provisions of Section 151 of
the General Corporation Law of the State of Delaware:

                  WHEREAS, the Board of Directors of the Corporation is
authorized, within the limitations and restrictions stated in the Restated
Certificate of Incorporation of the Corporation to provide by resolution or
resolutions for the issuance of shares of preferred stock of the Corporation, in
one or more series with such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution providing for the issue of such series of
preferred stock as may be adopted from time to time by the Board of Directors;

                  WHEREAS, the Board of Directors of the Corporation has
determined that it is in the best interest of the Corporation and its
stockholders to designate a new series of preferred stock of the Corporation;
and

                  WHEREAS, it is the desire of the Board of Directors of the
Corporation, pursuant to its authority as aforesaid, to authorize and fix the
terms of a series of preferred stock and the number of shares constituting such
series;

                  NOW, THEREFORE, BE IT RESOLVED:

                  SECTION 1. DESIGNATION AND NUMBER. The designation of the
series of preferred stock of the Corporation created by this Certificate of
Designation shall be "7.89% Series G Cumulative Step-Up Premium Rate Preferred
Stock" (the "7.89% Series G Preferred Stock"). The authorized number of shares
of 7.89% Series G Preferred Stock shall be 3,000,000, with par value $.0001 per
share.


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                  SECTION 2. STATUS OF REACQUIRED SHARES. All shares of 7.89%
Series G Preferred Stock redeemed, purchased, exchanged, unissued (after the
initial issuance) or otherwise acquired by the Corporation shall be restored to
the status of authorized but unissued shares of 7.89% Series G Preferred Stock
and thereafter may be reclassified and issued, but not as 7.89% Series G
Preferred Stock.

                  SECTION 3. RANKING. The 7.89% Series G Preferred Stock shall,
with respect to dividend rights, rights upon liquidation, winding up or
dissolution, and redemption rights, rank (A) junior to any other class or series
of preferred stock hereafter duly established by the Board of Directors of the
Corporation, the terms of which shall specifically provide that such series
shall rank prior to the 7.89% Series G Preferred Stock as to the payment of
dividends, distribution of assets upon liquidation and redemption rights (the
"Senior Preferred Stock"), (B) PARI PASSU with the 6.50% Series A Convertible
Preferred Stock, 6.50% Series B Convertible Preferred Stock, 6.50% Series A
Excess Preferred Stock, 6.50% Series B Excess Preferred Stock, 7% Series C
Cumulative Convertible Preferred Stock, 8% Series D Cumulative Redeemable
Preferred Stock, 8% Series E Cumulative Redeemable Preferred Stock and 8-3/4%
Series F Cumulative Redeemable Preferred Stock of the Corporation, and any other
class or series of preferred stock hereafter duly established by the Board of
Directors of the Corporation, the terms of which shall specifically provide that
such class or series shall rank PARI PASSU with the 7.89% Series G Preferred
Stock as to the payment of dividends, distribution of assets upon liquidation
and redemption rights (the "Parity Preferred Stock") and (C) prior to any other
class or series of preferred stock or other class or series of capital stock of
or other equity interests in the Corporation, including, without limitation, all
classes of the common stock of the Corporation, whether now existing or
hereafter created (all of such classes or series of capital stock and other
equity interests of the Corporation, including, without limitation, the Common
Stock, the Class B Common Stock and the Class C Common Stock of the Corporation
are collectively referred to herein as the "Junior Stock").

                  SECTION 4.  DIVIDENDS.

                  (A) Subject to the rights of series of preferred stock which
may from time to time come into existence, holders of the then outstanding 7.89%
Series G Preferred Stock shall be entitled to receive, when and as declared by
the Board of Directors, out of funds legally available for the payment of
dividends, cumulative preferential cash dividends at the rate of $3.945 per
annum per share through September 30, 2012 and at the rate of $4.945 per annum
per share thereafter. Such dividends shall accrue and be cumulative from the
date of original issue and shall be payable in equal amounts quarterly in
arrears on the last day of March, June, September and December or, if not a
business day, the next succeeding business day (each, a "Distribution Payment
Date"). Any dividend distribution payable on 7.89% Series G Preferred Stock for
any partial distribution period will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Distributions will be payable to holders of
record as they appear in the share record books of the Corporation at the close
of business on the applicable record date, which shall be on the first day of
the calendar month in which the applicable Distribution Payment Date falls
(without giving effect to any extension to the next succeeding business day) or
on such other date designated by the Board of Directors of the


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Corporation for the payment of distributions that is not more than 30 nor less
than 10 days prior to such Distribution Payment Date (each, a "Distribution
Record Date").

                  (B) Dividends on 7.89% Series G Preferred Stock will accrue
and be cumulative whether or not the Corporation has earnings, whether or not
there are funds legally available for the payment of such distributions and
whether or not such distributions are earned, declared or authorized. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on 7.89% Series G Preferred Stock which may
be in arrears. Dividends paid on the 7.89% Series G Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a per share basis among all such
shares at the time outstanding.

                  (C) If, for any taxable year, the Corporation elects to
designate as "capital gain distributions" (as defined in Section 857 of the
Internal Revenue Code of 1986, as amended, or any successor revenue code or
section (the "Code")) any portion (the "Capital Gains Amount") of the total
distributions (as determined for federal income tax purposes) paid or made
available for the year to holders of all classes of capital stock (the "Total
Distributions"), then the portion of the Capital Gains Amount that shall be
allocable to holders of 7.89% Series G Preferred Stock shall be in the same
percentage that the total distributions paid or made available to the holders of
7.89% Series G Preferred Stock for the year bears to the Total Distributions.

                  (D) If any shares of 7.89% Series G Preferred Stock are
outstanding, no distributions shall be declared or paid or set apart for payment
on any shares of any other series of preferred stock of the Corporation ranking,
as to distributions, on a parity with or junior to 7.89% Series G Preferred
Stock 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 shares of 7.89% Series G
Preferred Stock 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 shares of 7.89%
Series G Preferred Stock and the shares of any other series of preferred stock
ranking on a parity as to distributions with shares of 7.89% Series G Preferred
Stock, all distributions declared upon shares of 7.89% Series G Preferred Stock
and any other series of preferred stock ranking on a parity as to distributions
with 7.89% Series G Preferred Stock shall be declared pro rata so that the
amount of distributions declared per share on 7.89% Series G Preferred Stock and
such other series of preferred stock shall in all cases bear to each other the
same ratio that accrued distributions per share on 7.89% Series G Preferred
Stock and such other series of preferred stock bear to each other.

                  (E) Except as provided in Section 4(D), unless full cumulative
distributions on shares of 7.89% Series G Preferred Stock 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 shares of
common stock or other capital stock ranking junior to 7.89% Series G Preferred
Stock as to distributions and upon liquidation) shall be declared or paid or set
aside for payment or other distribution shall be declared or made upon the
shares of common stock or other capital stock of the Corporation ranking


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junior to or on a parity with 7.89% Series G Preferred Stock as to distributions
or upon liquidation, nor shall any shares of common stock or any other capital
stock of the Corporation ranking junior to or on a parity with 7.89% Series G
Preferred Stock as to distributions or upon liquidation 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 capital stock) by
the Corporation (except by conversion into or exchange for other capital stock
of the Corporation ranking junior to 7.89% Series G Preferred Stock as to
distributions and amounts upon liquidation).

                  (F) Any distribution payment made on shares of 7.89% Series G
Preferred Stock shall first be credited against the earliest accrued but unpaid
distribution due with respect to shares of 7.89% Series G Preferred Stock which
remain payable.

                  (G) No distributions on the 7.89% Series G Preferred Stock
shall be authorized by the Board of Directors of the Corporation or be paid or
set apart for payment by the Corporation at such time as the terms and
provisions of any agreement of the Corporation, including any agreement relating
to its indebtedness, prohibits such authorization, payment or setting apart for
payment or provides that such authorization, payment or setting apart for
payment would constitute a breach thereof or a default thereunder if such
authorization or payment shall be restricted or prohibited by law.

                  (H) Except as provided in this Section 4, the 7.89% Series G
Preferred Stock shall not be entitled to participate in the earnings or assets
of the Corporation.

                  SECTION 5.  LIQUIDATION.

                  (A) Subject to the rights of series of preferred stock which
may from time to time come into existence, upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, then,
before any distribution or payment shall be made to the holders of any Junior
Stock, the holders of shares of 7.89% Series G Preferred Stock shall be entitled
to receive out of assets of the Corporation legally available for distribution
to stockholders, liquidation distributions in the amount of the liquidation
preference of $50.00 per share in cash or property having a fair market value as
determined by the Board of Directors valued at $50.00 per share, plus an amount
equal to all distributions accrued and unpaid at the date of such liquidation,
dissolution or winding up. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of shares of 7.89% Series
G Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
available assets of the Corporation are insufficient to pay the amount of the
liquidation distributions on all outstanding shares of 7.89% Series G Preferred
Stock and the corresponding amounts payable on all shares of Parity Preferred
Stock, then the holders of shares of 7.89% Series G Preferred Stock and Parity
Preferred Stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.

                  (B) A consolidation or merger of the Corporation with or
into any other entity


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or entities, or a sale, lease, transfer, conveyance or disposition of all or
substantially all of the assets of the Corporation or a statutory share exchange
in which stockholders of the Corporation may participate, shall not be deemed to
be a liquidation, dissolution or winding up of the affairs of the Corporation
within the meaning of this Section 5.

                  SECTION 6. REDEMPTION.

                  (A) Shares of 7.89% Series G Preferred Stock are not
redeemable prior to September 30, 2007. On and after September 30, 2007, the
Corporation at its option upon not less than 30 nor more than 60 days' written
notice, may redeem outstanding shares of 7.89% Series G Preferred Stock, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $50.00 per share, plus an amount equal to all distributions accrued and
unpaid thereon to the date fixed for redemption, without interest to the extent
the Corporation will have funds legally available therefor. The redemption price
of shares of 7.89% Series G Preferred Stock (other than the portion thereof
consisting of accrued and unpaid distributions) is payable solely out of
proceeds from the sale of other capital stock of the Corporation, which may
include common stock, preferred stock, depositary shares, interests,
participations or other ownership interests in the Corporation however
designated, and any rights (other than debt securities converted into or
exchangeable for capital stock), warrants or options to purchase any thereof,
and not from any other source. Holders of shares of 7.89% Series G Preferred
Stock to be redeemed shall surrender such shares of 7.89% Series G Preferred
Stock at the place designated in such notice and shall be entitled to the
redemption price and any accrued and unpaid distributions payable upon such
redemption following such surrender. If fewer than all of the outstanding shares
of 7.89% Series G Preferred Stock are to be redeemed, the number of shares to be
redeemed will be determined by the Corporation and such shares may be redeemed
pro rata from the holders of record of such shares in proportion to the number
of such shares held by such holders (with adjustments to avoid redemption of
fractional shares) or by lot in a manner determined by the Corporation.

                  (B) Unless full cumulative distributions on all shares of
7.89% Series G Preferred Stock and Parity Preferred Stock shall 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 shares of 7.89% Series G Preferred Stock or
Parity Preferred Stock shall be redeemed unless all outstanding shares of 7.89%
Series G Preferred Stock and Parity Preferred Stock are simultaneously redeemed;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of shares of 7.89% Series G Preferred Stock or Parity Preferred
Stock pursuant to a purchase or exchange offer made on the same terms to holders
of all outstanding shares of 7.89% Series G Preferred Stock or Parity Preferred
Stock, as the case may be. Furthermore, unless full cumulative distributions on
all outstanding shares of 7.89% Series G Preferred Stock and Parity Preferred
Stock 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, the Corporation
shall not purchase or otherwise acquire directly or indirectly any shares of
7.89% Series G Preferred Stock or Parity Preferred Stock (except by conversion
into or exchange for shares of capital stock of the Corporation ranking junior


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to 7.89% Series G Preferred Stock and Parity Preferred Stock as to distributions
and upon liquidation).

                  (C) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed,
postage prepaid, at least 30 days but not more than 90 days before the
redemption date, to each holder of record of shares of 7.89% Series G Preferred
Stock at the address shown on the share transfer books of the Corporation. Each
notice shall state: (i) the redemption date; (ii) the number of shares of 7.89%
Series G Preferred Stock to be redeemed; (iii) the redemption price per share;
(iv) the place or places where certificates for shares of 7.89% Series G
Preferred Stock are to be surrendered for payment of the redemption price; and
(v) that distributions on shares of 7.89% Series G Preferred Stock will cease to
accrue on such redemption date. No failure to give such notice or any defect
thereto or in the mailing thereof shall affect the validity of the proceeding
for the redemption of any 7.89% Series G Preferred Stock except as to the holder
to whom notice was defective or not given. If fewer than all shares of 7.89%
Series G Preferred Stock are to be redeemed, the notice mailed to each such
holder thereof shall also specify the number of shares of 7.89% Series G
Preferred Stock to be redeemed from each such holder. If notice of redemption of
any shares of 7.89% Series G Preferred Stock has been given and if the funds
necessary for such redemption have been set aside by the Corporation in trust
for the benefit of the holders of shares of 7.89% Series G Preferred Stock so
called for redemption, then from and after the redemption date, distributions
will cease to accrue on such shares of 7.89% Series G Preferred Stock, such
shares of 7.89% Series G Preferred Stock shall no longer be deemed outstanding
and all rights of the holders of such shares will terminate, except the right to
receive the redemption price.

                  (D) The holders of shares of 7.89% Series G Preferred Stock at
the close of business on a Distribution Record Date will be entitled to receive
the distribution payable with respect to such shares of 7.89% Series G Preferred
Stock on the corresponding Distribution Payment Date notwithstanding the
redemption thereof between such Distribution Record Date and the corresponding
Distribution Payment Date or the Corporation's default in the payment of the
distribution due. Except as provided above, the Corporation will make no payment
or allowance for unpaid distributions, whether or not in arrears, on shares of
7.89% Series G Preferred Stock which have been called for redemption.

                  (E) 7.89% Series G Preferred Stock have no stated maturity and
will not be subject to any sinking fund or mandatory redemption, except as
provided in Article NINTH of the Charter of the Corporation.



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                  SECTION 7. VOTING.

                  (A) Each share of 7.89% Series G Preferred Stock shall have
one vote for the election of directors of the Corporation and as otherwise
provided in this Section 7 and in paragraph (c) to Article FIFTH of the Charter.
Shares of the 7.89% Series G Preferred Stock shall not have cumulative voting
rights. The holders of the shares of 7.89% Series G Preferred Stock shall vote
with the holders of Common Stock, Class B Common Stock, Class C Common Stock and
8-3/4% Series F Preferred Stock (voting together as a single class) to elect
directors (other than the directors to be elected by the holders of the Class B
Common Stock and the Class C Common Stock voting as separate classes).

                  (B) If six quarterly distributions (whether or not
consecutive) payable on shares of 7.89% Series G Preferred Stock are in arrears,
whether or not earned or declared, the number of directors then constituting the
Board of Directors of the Corporation will be increased by two (except as
provided in the proviso to paragraph (c) to Article FIFTH of the Charter), and
the holders of shares of 7.89% Series G Preferred Stock, voting together as a
class with the holders of shares of any other series of preferred stock upon
which like voting rights have been conferred and are exercisable (any such other
series, the "Voting Preferred Stock"), will have the right to elect two
directors to serve on the Corporation's Board of Directors at any annual meeting
of stockholders or a special meeting of the holders of 7.89% Series G Preferred
Stock and such other Voting Preferred Stock called by the holders of record of
at least 10% of any series of preferred stock so in arrears (unless such request
is received less than 90 days before the date fixed for the next annual or
special meeting of the stockholders), until all such distributions have been
declared and paid or set aside for payment. The term of office of all directors
so elected will terminate with the termination of such voting rights.

                  (C) The approval of two-thirds of the outstanding 7.89% Series
G Preferred Stock voting as a single class is required in order to (i) amend,
alter or repeal any provision of the relevant Certificate of Designation or
Charter, whether by merger, consolidation or otherwise (an "Event") so as to
materially and adversely affect the rights, preferences, privileges or voting
power of the holders of shares of 7.89% Series G Preferred Stock, provided,
however, an Event will not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers of the 7.89% Series G Preferred
Stock, in each such case, where each share of 7.89% Series G Preferred Stock
remains outstanding without a material change to its terms and rights or is
converted into or exchanged for preferred stock of the surviving entity having
preferences, conversion and other rights, privileges, voting powers,
restrictions, limitations as to distributions, qualifications and terms or
conditions of redemption thereof identical to that of a share of 7.89% Series G
Preferred Stock, or (ii) authorize, reclassify, create, or increase the
authorized or issued amount of any class or series of stock having rights senior
to 7.89% Series G Preferred Stock with respect to the payment of distributions
or amounts upon liquidation, dissolution or winding up of the affairs of the
Corporation or to create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase such shares. However, the
Corporation may create additional classes of Parity Preferred Stock and Junior
Stock, increase the authorized number of shares of Parity Preferred Stock and
Junior Stock and issue additional series of Parity Preferred Stock and Junior
Stock without the consent of any holder of 7.89% Series G Preferred Stock or
Voting Preferred Stock.


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                  (D) Except as otherwise provided above and as required by law,
or, at any time 7.89% Series G Preferred Stock are listed on a securities
exchange, as may be required by the rules of such exchange, the holders of 7.89%
Series G Preferred Stock are not entitled to vote on any merger or consolidation
involving the Corporation, on any share exchange or on a sale of all or
substantially all of the assets of the Corporation.

                  (E) In any matter in which the 7.89% Series G Preferred Stock
are entitled to vote (as provided in this Section 7, as may be required by law
or as required by the rules of any securities exchange on which the 7.89% Series
G Preferred Stock are listed), including any action by written consent, each
share of 7.89% Series G Preferred Stock shall be entitled to one vote.

                  SECTION 8. CONVERSION. The shares of 7.89% Series G Preferred
Stock are not convertible into or exchangeable for any other property or
securities of the Corporation, except that each share of 7.89% Series G
Preferred Stock is convertible into Excess Stock as provided in Article NINTH of
the Charter of the Corporation.


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                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed in its name and on its behalf by its Secretary on May
8, 2001.


                                               SIMON PROPERTY GROUP, INC.



                                               By:      /S/ James M. Barkley
                                                        -----------------------
                                                        James M. Barkley
                                                        Secretary


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