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  Exhibit 10.20    
    


 
 

  DESCRIPTION OF DIRECTOR AND EXECUTIVE COMPENSATION ARRANGEMENTS
  (February             , 2011)    



 Compensation of Non-Employee Directors  



            Annual Retainer.    Non-employee members of the Board receive an annual retainer in cash and restricted stock:




	•
	The cash component is $70,000.   



	•
	The restricted stock award has a value of $82,500(1).   



	•
	The retainer is payable upon election, re-election or appointment to the Board(2). 










	(1)
	Grants
of restricted stock are determined by dividing the cash value of the award by the 20 trading day average closing price of the Company's common stock
ending on the trading day immediately preceding the date of such award.



	(2)
	Pro-rated
for partial years of service. 




            Committee Chair Retainers.    Each non-employee Committee Chair receives: 



	•
	Audit—$20,000, payable one-half in cash and one-half in restricted stock.  



	•
	All other Committees (except Executive Committee) — $15,000, payable one-half in cash and
one-half in restricted stock. 




            Meeting Fees.    Non-employee directors receive $2,000 per Board meeting for in person attendance. Non-employee
directors
receive $1,500 per committee meeting for attendance (whether in person, by telephone or video conference). The per meeting fee payable for in person attendance of Board or committee meetings is two
(2) times regular meeting fee for any non-employee Director who must travel more than four (4) times zones from his or her personal residence to the location of a meeting of
the Board or any of its committees. No Director currently lives more than four (4) time zones from the location of meetings of the Board or any of its committees. 



            Lead Independent Director Compensation.    The non-employee director designated as Lead Director receives an
additional retainer of $25,000
annually, payable one-half in cash and one-half in restricted stock (pro-rated for any partial year of service). 


             Vesting of Restricted Stock.    All restricted stock compensation received by non-employee directors vests in full
one year after the award. 



            Director Ownership Guidelines.    Under the Company's Governance Principles, directors must own 3,000 or more
shares of the Company's common stock or
units of the Operating Partnership within two years after their initial election or appointment and 5,000 or more shares or units three years from such date. Restricted stock qualifies for this
purpose only after full vesting. 


             Deferred Compensation.    Non-employee directors may elect to defer all or a portion of their cash compensation
under the Company's
Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan"). To date, none of our non-employee directors has elected to do so. All restricted stock issued to
non-employee directors as retainers will be placed in the Deferred Compensation Plan. Dividends paid on the restricted stock in this account must be reinvested in the Company's common
stock. Amounts in the Deferred Compensation Plan will not be released until a director retires and resigns from the Board or is not re-elected. 


 Compensation of Named Executive Officers  


             Base Salaries.    The executive officers of the Company serve at the discretion of the Board of Directors. The
Compensation Committee of the Board sets
or ratifies the base salaries of the Company's executive officers. The following are the current annual base salary levels for the Company's Chief Executive Officer, Chief Financial Officer 


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and
its three other most highly compensated executive officers (the "Named Executive Officers") required to be identified in the proxy statement for the Company's 2011 annual meeting of stockholders: 

 






 



						
	 





 David Simon
	 	$	1,000,000	 
	 	 





 Chief Executive Officer
	 	 	 	 
	 Stephen E. Sterrett
	 	 	

500,000	 
	 	 Executive Vice President and
	 	 	 	 
	 	 Chief Financial Officer
	 	 	 	 
	 





 Richard S. Sokolov
	 	 	

782,000	 
	 	 





 President and Chief Operating Officer
	 	 	 	 
	 James M. Barkley
	 	 	

550,000	 
	 	 General Counsel and Secretary
	 	 	 	 
	 





 John Rulli
	 	 	

450,000	 
	 	 





 Executive Vice President, Chief Administrative Officer and President
	 	 	 	 




 

              Employment Agreements.    Mr. Sokolov has entered into an employment agreement with the Company, a copy of
which has been filed as an exhibit to
the Company's Annual Report on Form 10-K for the year ended December 31, 2007. 


             Bonus Plan.    Each of the Named Executive Officers is also eligible to receive an annual bonus under the
Company's bonus program. For each participant,
the Company sets a bonus target, generally expressed as a percentage of base salary. Actual bonus payments may range from 0 to 150% of the target amount. The Company sets specific criteria for
corporate, business unit (if applicable) and individual (if applicable) objectives. The criteria may also include subjective measures of performance or financial measures such as EBITDA or other
measures related to an executive's primary areas of responsibility. In the case of our Named Executive Officers, the bonus criteria are approved by the Compensation Committee. In the recent past, the
payment of bonuses has been made subject to achievement of the Company's overall budget for the year. The Company also includes "stretch" levels which may justify higher payments if Company
performance exceeds its budget. If an executive officer's bonus criteria are objective, then the achievement of those criteria are reviewed by the Compensation Committee. Achievement of
the bonus criteria is generally determined in February of the year after the performance year and bonuses are paid in March. 


            At
the time of filing this description, the Compensation Committee has not yet determined the bonuses for the Named Executive Officers for 2010. 


             Long-Term Incentives.    The Named Executive Officers are eligible to receive discretionary awards under the Simon
Property
Group, L.P. 1998 Stock Incentive Plan (the "1998 Plan"). Under the 1998 Plan, the Compensation Committee may make the following types of equity-based awards: incentive stock options,
nonqualified stock options, stock appreciation rights, performance units and restricted stock. Prior to 2010, the only forms of awards the Compensation Committee had granted had been options and
restricted stock. No stock options have been granted to employees since 2001. Beginning in 2010, the Compensation Committee has awarded LTIP units pursuant to three-year
long-term incentive programs ("LTIP programs") in which the Named Executive Officers participate. 


            Awards
under the LTIP program take the form of LTIP units, a type of limited partnership interest issued by the Operating Partnership. Awarded LTIP units can be earned, in whole or in
part, depending upon the extent to which our total stockholder return, or TSR (representing the difference between a baseline value and valuation date based on price appreciation of our common stock
plus cumulative dividends we pay on our common stock without compounding), over the performance period exceeds the relative and absolute performance targets set by the committee. The LTIP units that
are earned to the extent that applicable TSR benchmarks are achieved during the performance period become the equivalent of units, but only after an additional two year service-based vesting
requirement that begins after the end of the performance period. LTIP units not earned are forfeited. Units are exchangeable for shares of the Company's common stock on a
one-for-one basis, or cash, as selected by the Company. 



            The
Compensation Committee approved three programs for 2010 having one, two and three year performance periods, respectively, which are referred to as the one, two and three year 2010
LTIP Programs (the "2010 LTIP Programs"). The performance period for the one year LTIP program ended December 31, 2010; the performance 


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period
for the two year LTIP program will end December 31, 2011; and the performance period for the three year LTIP program will end December 31, 2012. 



            All
of the 2010 LTIP Programs use the same three performance measures. The Company compares the TSR of the Company's common stock during the applicable performance period using a
baseline value of $79.80 per share (the closing sale price as reported by the NYSE for December 31, 2009). The first relative performance measure, weighted at 60%, requires our TSR to equal or
exceed the overall performance of the MSCI US REIT (Total Return) Index. The second relative performance measure, weighted at 20%, requires our TSR to equal or exceed the overall performance of the
S&P 500 (Total Return) Index. The third performance measure, which is weighted at 20%, requires our TSR, viewed on an absolute basis, to exceed a specified target TSR. To achieve a 100% payout
of the award based on all three measures, our TSR must exceed the performance of the MSCI US REIT Index by
3% or more, must exceed the performance of the S&P 500 by 2% or more on an annual basis and must be 12% per year or more. To receive a partial payout any one of the following must occur: our
TSR must be greater than the MSCI US REIT Index minus 1%, our TSR must be greater than the S&P 500 minus 2% or our TSR on an absolute basis must be greater than 6.67% per year. 


            The
number of earned LTIP units will be determined by the Compensation Committee when our financial results for the performance period are available using the following payout matrices
(with linear interpolation between the specified payout percentages): 



 Relative TSR (Weighted 60%)—MSCI US REIT Index  



 






 



					
	All Performance Periods



 
	 	Payout % of Target 	 
	 Index -1%
	 	 	0.0	%
	 =Index
	 	 	33.3	%
	 Index +1%
	 	 	50.0	%
	 Index +2%
	 	 	66.7	%
	 Index +3% or greater
	 	 	100.0	%




 


 Relative TSR (Weighted 20%)—S&P 500 Index  



 










					
	All Performance Periods



 
	 	Payout % of Target 	 
	 Index -2%
	 	 	0	%
	 =Index
	 	 	33.3	%
	 Index +2%
	 	 	100.0	%




 

 
 Absolute TSR (Weighted 20%)  



 






 



												
	1/1/2010-12/31/2010

Performance Period



 
	 	1/1/2010-12/31/2011

Performance Period 	 	1/1/2010-12/31/2012

Performance Period 	 	For Each Period—

Payout % of Target 	 
	 	<=6.67	%	 	<=13.33	%	 	<=20	%	 	0.0	%
	 	        8	%	 	16	%	 	24	%	 	33.3	%
	 	        9	%	 	18	%	 	27	%	 	50.0	%
	 	        10	%	 	20	%	 	30	%	 	66.7	%
	 	        11	%	 	22	%	 	33	%	 	83.3	%
	 	>=12	%	 	>=24	%	 	>=36	%	 	100.0	%




 

             After
the end of each performance period, any earned LTIP units will then be subject to time-based vesting over a period of two years. One-half of the earned
LTIP units will vest on January 1 of each of the two succeeding years following the end of the applicable performance period, subject to the participant maintaining employment with us through
those dates. 



            After
the end of the performance period, holders of earned LTIP units, both vested and unvested, will be entitled to receive distributions in an amount per LTIP Unit equal to the
distributions, both regular and special, payable on a unit. 


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            On
March 16, 2010, the Compensation Committee approved the following awards of LTIP units under the one, two and three year 2010 LTIP Programs for the Named Executive Officers: 

 






 



											
	 
	 	Maximum Number of

LTIP Units Awarded 	 
	 
	 	One-Year 	 	Two-Year 	 	Three Year 	 
	 David Simon
	 	 	62,956	 	 	120,976	 	 	170,314	 
	 Richard Sokolov
	 	 	29,364	 	 	56,850	 	 	85,157	 
	 James M. Barkley
	 	 	23,492	 	 	51,165	 	 	74,513	 
	 Stephen E. Sterrett
	 	 	23,492	 	 	51,165	 	 	74,513	 
	 John Rulli
	 	 	17,618	 	 	34,110	 	 	53,223	 




 

             On
February 2, 2011, the Compensation Committee determined that the following LTIP units had been earned under the one year 2010 LTIP Program by the Named Executive Officers: 

 






 



								
	 
	 	Earned LTIP Units

Under One-Year

2010 LTIP Program 	 	Percentage Payout of

Maximum Award 	 
	 David Simon
	 	 	49,894	 	 	79.3	%
	 Richard Sokolov
	 	 	23,272	 	 	79.3	%
	 James M. Barkley
	 	 	18,618	 	 	79.3	%
	 Stephen E. Sterrett
	 	 	18,618	 	 	79.3	%
	 John Rulli
	 	 	13,963	 	 	79.3	%




 

              Insurance and 401(k) Plan.    The Company pays employee and dependent life insurance premiums for each Named
Executive Officer and makes annual
contributions to the accounts of the Named Executive Officers under the Company's 401(k) retirement plan. The Company's basic contribution to the 401(k) retirement plan is equal to 1.0% of the Named
Executive Officer's compensation and vests 20% after completion of two years and an additional 20% after each additional year of service until fully vested after six years. The Company matches 100% of
the first 3% of the Named Executive Officer's contribution and 50% of the next 2% of the Named Executive Officer's contribution. Company matching contributions are vested when made. The Company's
basic and matching contributions are subject to applicable IRS limits and regulations. 


             Non-Qualified Plan.    The Named Executive Officers may also participate in the Deferred Compensation Plan, a
non-qualified
deferred compensation plan for certain executives, key employees and directors. While the Deferred Compensation Plan is an unfunded plan for purposes of the Employee Retirement Income Security Act of
1974, as amended, certain assets have been set aside in the Simon
Property Group, L.P. Deferred Compensation Plan Trust to be used to pay benefits to participants, except to the extent the Company becomes insolvent. 


            The
Deferred Compensation Plan permits eligible employees to defer receipt of up to 100% of their compensation, including Company stock awarded under the 1998 Plan. The Deferred
Compensation Plan also authorizes the Company to make matching contributions based on each eligible employee's elective cash deferrals. The Company has not made any matching contributions since the
inception of the Deferred Compensation Plan. Participants in the Deferred Compensation Plan are 100% vested in all elective cash deferrals. Deferrals of Company stock awarded under the 1998 Plan vest
in accordance with the terms of the 1998 Plan. Employee elective cash deferrals generate earnings based on investment elections made by individual participants. 


             Heath and Welfare Benefits.    The Named Executive Officers also participate in health and welfare benefit plans
on the same terms as other salaried
employees. 


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Exhibit 10.20


DESCRIPTION OF DIRECTOR AND EXECUTIVE COMPENSATION ARRANGEMENTS (February , 2011)