Exhibit 3.3

AMENDED AND RESTATED SUPPLEMENT TO  SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT  OF  SIMON PROPERTY GROUP, L.P.

THIS AMENDED AND RESTATED SUPPLEMENT TO SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT("Restated
Supplement"), entered into as of the 16th day of December, 2003, bySIMON PROPERTY GROUP, INC., a Delaware corporation ("General Partner"), the sole
general partner ofSIMON PROPERTY GROUP, L.P., a Delaware limited partnership (the "Partnership").

W I T N E S S E T H

WHEREAS, the business and affairs of the Partnership are governed by the Seventh Amended and Restated Limited
Partnership Agreement of Simon Property Group, L.P., dated August 27, 1999 (the "Agreement"); and

WHEREAS,the Agreement was supplemented by way of an Amended and Restated Supplement to Seventh Amended and Restated Limited Partnership
Agreement of Simon Property Group, L.P., dated June 30, 2003 (the "Prior Supplement"); and

WHEREAS, the General Partner desires to amend and restate, in its entirety, the Prior Supplement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the Agreement is supplemented in the following respects:



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IN WITNESS WHEREOF, the General Partner has executed this Amended and Restated Supplement or caused this Amended and Restated Supplement
to be executed effective as of the date and year first above written.

| |  | GENERAL PARTNER                                   
| |  | --------------------------------------------------
| |  | Simon Property Group, Inc., a Delaware corporation
| |  | By:                                               

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EXHIBIT ALISTING OF LIMITED PARTNERS

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EXHIBIT B-1GP PREFERRED UNIT DESIGNATION

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CERTIFICATE OF DESIGNATION
OF
6.50% SERIES B CONVERTIBLE PREFERRED UNITS
OF
SIMON PROPERTY GROUP, L.P.

Pursuant to Articles 4.3(c) and 9.4 of the Seventh Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. (the "Operating Partnership");

WHEREAS, Simon Property Group, Inc. (the "Corporation") has issued 5,000,000 shares of 6.50% Series B Convertible Preferred
Stock (the "Series B Convertible Preferred Stock"); and

WHEREAS, in accordance with the terms of the Seventh Amended and Restated Limited Partnership Agreement of the Operating Partnership (the
"Partnership Agreement"), the Corporation has made a contribution of certain assets and liabilities to the Operating Partnership or its subsidiaries in exchange for preferred units having
substantially the same economic rights and terms of the Series B Convertible Preferred Stock;

NOW THEREFORE, the Corporation, the managing general partner of the Operating Partnership (in such capacity, 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:



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

Pursuant to Articles 4.3(c) and 9.4 of the Seventh Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. (the "Operating Partnership");

WHEREAS, Simon Property Group, Inc. (the "Corporation") has issued 1,000,000 shares of 8.00% Series E Cumulative Redeemable
Preferred Stock (the "Series E Cumulative Redeemable Preferred Stock"); and

WHEREAS, in accordance with the terms of the Seventh Amended and Restated Limited Partnership Agreement of the Operating Partnership (the
"Partnership Agreement"), the Corporation has made a contribution of assets to the Operating Partnership in exchange for preferred units having substantially the same economic rights and terms of the
Series E Cumulative Redeemable Preferred Stock.

NOW THEREFORE, the managing general partner of the Operating Partnership (in such capacity, the "Managing General Partner"), has
designated a series of preferred units and has fixed 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:



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CERTIFICATE OF DESIGNATION
OF
83/4% SERIES F CUMULATIVE REDEEMABLE PREFERRED UNITS
OF SIMON PROPERTY GROUP, L.P.

Pursuant to Articles 4.3(c) and 9.4 of the Seventh Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. (the "Operating Partnership");

WHEREAS, pursuant to an Agreement of Merger dated May 9, 2001 (the "Agreement of Merger") between SPG Properties, Inc., a
Maryland corporation ("Properties") and Simon Property Group, Inc., a Delaware corporation (the "Corporation"), Properties was merged with and into the Corporation, with the Corporation being
the surviving corporation, effective as of July 1, 2001 (the "Effective Time"); and

WHEREAS, at the Effective Time, each of the issued and outstanding shares of Properties' 83/4% Series B Cumulative
Redeemable Preferred Stock, par value $.0001 per share (the "Series B Cumulative Redeemable Preferred Stock"), were converted into the right to receive one share of the Corporation's
83/4% Series F Cumulative Redeemable Preferred Stock, par value $.0001 per share (the "Series F Cumulative Redeemable Preferred Stock"); and

WHEREAS, the Series F Cumulative Redeemable Preferred Stock is intended to have identical powers, designations, preferences and
rights as the Series B Cumulative Redeemable Preferred Stock; and

WHEREAS, at the Effective Time, the Corporation issued 8,000,000 shares of the Series F Cumulative Redeemable Preferred Stock; and

WHEREAS, in accordance with the terms of the Seventh Amended and Restated Limited Partnership Agreement of the Operating Partnership,
Properties made a contribution of assets to the Operating Partnership in exchange for preferred units designated 83/4% Series B Cumulative Redeemable Preferred Units (the
"Series B Cumulative Redeemable Preferred Units") having substantially the same economic rights and terms as the Series B Cumulative Redeemable Preferred Stock; and

WHEREAS, the Corporation, as the general partner of the Operating Partnership (in such capacity, the "General Partner") wishes to evidence
that as of the Effective Time, the Series B Cumulative Redeemable Preferred Units previously designated by the General Partner have substantially the same economic rights and terms as the
Series F Cumulative Redeemable Preferred Stock, and further wishes to re-designate such preferred units to correspond to the Series F Cumulative Redeemable Preferred Stock.

NOW THEREFORE, the Corporation, as general partner of the Operating Partnership (in such capacity, the "General Partner"), has designated
a series of preferred units and has fixed 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:



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CERTIFICATE OF DESIGNATION
OF
7.89% SERIES G CUMULATIVE STEP-UP PREMIUM RATE PREFERRED UNITS
OF
SIMON PROPERTY GROUP, L.P.

Pursuant to Articles 4.3(c) and 9.4 of the Seventh Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. (the "Operating Partnership");

WHEREAS, pursuant to an Agreement of Merger dated May 9, 2001 (the "Agreement of Merger") between SPG Properties, Inc., a
Maryland corporation ("Properties") and Simon Property Group, Inc., a Delaware corporation (the "Corporation"), Properties were merged with and into the Corporation, with the Corporation being
the surviving corporation, effective as of July 1, 2001 (the "Effective Time"); and

WHEREAS, at the Effective Time, each of the issued and outstanding shares of Properties' 7.89% Series C Cumulative
Step-Up Premium Rate Preferred Stock, par value $.0001 per share (the "Series C Cumulative Step-Up Premium Rate Preferred Stock"), were converted into the right to
receive one share of the Corporation's 7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, par value $.0001 per share (the "Series G Cumulative
Step-Up Premium Rate Preferred Stock"); and

WHEREAS, the Series G Cumulative Step-Up Premium Rate Preferred Stock is intended to have identical powers,
designations, preferences and rights as the Series C Cumulative Step-Up Premium Rate Preferred Stock; and

WHEREAS, at the Effective Time, the Corporation issued 3,000,000 shares of the Series G Cumulative Step-Up Premium Rate
Preferred Stock; and

WHEREAS, in accordance with the terms of the Seventh Amended and Restated Limited Partnership Agreement of the Operating Partnership,
Properties made a contribution of assets to the Operating
Partnership in exchange for preferred units designated 7.89% Series C Cumulative Step-Up Premium Rate Preferred Units (the "Series C Cumulative Step-Up Premium
Rate Preferred Units") having substantially the same economic rights and terms as the Series C Cumulative Step-Up Premium Rate Preferred Stock; and

WHEREAS, the Corporation, as the general partner of the Operating Partnership (in such capacity, the "General Partner") wishes to evidence
that as of the Effective Time, the Series C Cumulative Step-Up Premium Rate Preferred Units previously designated by the General Partner have substantially the same economic rights
and terms as the Series G Cumulative Step-Up Premium Rate Preferred Stock, and further wishes to re-designate such preferred units to correspond to the Series G
Cumulative Step-Up Premium Rate Preferred Stock.

NOW THEREFORE, the General Partner has designated a series of preferred units and has fixed 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:



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CERTIFICATE OF DESIGNATION
OF
SERIES H VARIABLE RATE PREFERRED UNITS
OF
SIMON PROPERTY GROUP, L.P.

Pursuant to Articles 4.3(c) and 9.4 of the Seventh Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. (the "Operating Partnership"):



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EXHIBIT B-2LP PREFERRED UNIT DESIGNATION

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CERTIFICATE OF DESIGNATION
OF
7.00% CUMULATIVE CONVERTIBLE 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"); and

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:



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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 7.00% Cumulative Convertible 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)
|                                   |  |                                    
|AGREED:
SIMON PROPERTY GROUP, L.P. |  |                                    
|By:
Name:
Title:                   |  |                                    

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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"); and

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:



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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)
|                                   |  |                                    
|AGREED:
SIMON PROPERTY GROUP, L.P. |  |                                    
|By:
Name:
Title:                   |  |                                    

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CERTIFICATE OF DESIGNATION
OF
7.50% 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 consideration for certain partnership
interests which have been or may be transferred to the Operating Partnership pursuant to a Contribution Agreement dated as of November 10, 2003, among the Operating Partnership and the
contributors described therein (the "Contribution Agreement"); 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 dated as of August 27, 1999 and supplemented by the Amended and Restated Supplement dated as of June 30, 2003 (the "Partnership
Agreement");

NOW
THEREFORE, Simon Property Group, Inc. (the "Corporation"), the general partner of the Operating Partnership (in such capacity,
the "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:



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Annex I

DISTRIBUTION RETURN AGREEMENT

Date:
, 20

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 7.50% Cumulative Redeemable Preferred Units ("Preferred Units") of Simon Property Group, L.P., a Delaware limited partnership (the "Operating
Partnership"). On the date hereof, the undersigned has presented to the Operating Partnership                        (number)
Preferred Units (the "Tendered Units") for redemption (the "Redemption"); or
(b) repurchase (the "Repurchase") pursuant to their terms. This letter agreement is being given in satisfaction of a condition to the Redemption 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
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 Delaware, without regard to conflicts of laws principles.

|                                   |  |                                             |  | Very truly yours,                  
|---------------------------------- |  | ------------------------------------------- |  | -----------------------------------
|                                   |  |                                             |  |                                    
|                                   |  |                                             |  |                                    
|                                   |  |                                             |  | (Name of Holder of Preferred Units)
|                                   |  |                                             |  | By:                                
|                                   |  |                                             |  |                                    
|AGREED:
SIMON PROPERTY GROUP, L.P. |  |                                             |  |                                    
|By:                                |  | SIMON PROPERTY GROUP, INC.,
General Partner |  |                                    
|By:                                |  |                                             |  |                                    
|                                   |  | Name:
Title:                                |  |                                    

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CERTIFICATE OF DESIGNATION
OF
7.75%/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 as consideration for certain partnership
interests or other assets which have been transferred to the Operating Partnership pursuant to a Contribution Agreement, dated as of December 1, 2003, between the Operating Partnership and
Westfield Growth LP, a Delaware limited partnership (the "Contribution Agreement"); 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 dated as of August 27, 1999 and supplemented by the Amended and Restated Supplement dated as of June 30, 2003 and the Certificate of Designation with respect to the
7.50% Cumulative Redeemable Preferred Units issued as of November 10, 2003 (the "Partnership Agreement");

NOW
THEREFORE, Simon Property Group, Inc. (the "Corporation"), the general partner of the Operating Partnership (in such capacity,
the "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:



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ANNEX I
DISTRIBUTION RETURN AGREEMENT

Date:
, 20

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 7.75%/8.00% Cumulative Redeemable Preferred Units ("Preferred Units") of Simon Property Group, L.P., a Delaware limited partnership (the "Operating
Partnership"). On the date hereof, the undersigned has presented to the Operating Partnership                        (number)
Preferred Units (the "Tendered Units") for redemption (the "Redemption"); or
(b) repurchase (the "Repurchase") pursuant to their terms. This letter agreement is being given in satisfaction of a condition to the Redemption 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
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.

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

| |  | Very truly yours,                  
| |  | -----------------------------------
| |  |                                    
| |  |                                    
| |  | (Name of Holder of Preferred Units)
| |  | By:                                
| |  |                                    

|AGREED:                                                    |  |    
|---------------------------------------------------------- |  | ---
|SIMON PROPERTY GROUP, L.P., a Delaware limited partnership
|                                                           |  | By:
|                                                           |  |    
|                                                           |  |    
|                                                           |  |    

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