<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY



                           SIMON PROPERTY GROUP, L.P.

                                     ISSUER

                                       TO

                            THE CHASE MANHATTAN BANK

                                     TRUSTEE

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


                          EIGHTH SUPPLEMENTAL INDENTURE

                          DATED AS OF JANUARY 18, 2001

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


                       $300,000,000 7 3/8% NOTES DUE 2006

                       $200,000,000 7 3/4% NOTES DUE 2011


                            SUPPLEMENT TO INDENTURE,
                         DATED AS OF NOVEMBER 26, 1996,
                                     BETWEEN
                           SIMON PROPERTY GROUP, L.P.
                                       AND
                            THE CHASE MANHATTAN BANK,
                                   AS TRUSTEE



<PAGE>

       EIGHTH SUPPLEMENTAL INDENTURE, dated as of January 18, 2001 (the "Eighth
Supplemental Indenture"), between SIMON PROPERTY GROUP, L.P. (formerly known as
Simon DeBartolo Group, L.P.), a Delaware limited partnership (the "Issuer" or
the "Operating Partnership"), having its principal offices at National City
Center, 115 West Washington Street, Suite 15 East, Indianapolis, Indiana 46204,
and THE CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the
"Trustee"), having its Corporate Trust Office at 450 West 33rd Street, 15th
Floor, New York, New York 10001.

                                    RECITALS

       WHEREAS, the Issuer and Simon Property Group, L.P., a Delaware limited
partnership acting as a guarantor (the "Guarantor"), executed and delivered an
Indenture (the "Original Indenture"), dated as of November 26, 1996, to the
Trustee providing for the issuance from time to time of debt securities
evidencing unsecured and unsubordinated indebtedness of the Issuer; and

       WHEREAS, on December 31, 1997 the Guarantor was merged into the Issuer as
contemplated under the Indenture; and

       WHEREAS, the Issuer changed its name from "Simon DeBartolo Group, L.P."
to "Simon Property Group, L.P." effective as of September 24, 1998; and

       WHEREAS, the Original Indenture provides that by means of a supplemental
indenture, the Issuer may create one or more series of its debt securities and
establish the form and terms and conditions thereof; and

       WHEREAS, the Issuer intends by this Eighth Supplemental Indenture to
create and provide for the following series of debt securities (the "Initial
Notes"):

       (i)    Simon Property Group, L.P. 7 3/8% Notes due 2006 (the "Initial
2006 Notes") in an aggregate principal amount of $300,000,000; and

       (ii)   Simon Property Group, L.P. 7 3/4% Notes due 2011 (the "Initial
2011 Notes") in an aggregate principal amount of $200,000,000;

       WHEREAS, the Issuer further intends by this Eighth Supplemental Indenture
to create and provide for, if and when issued in exchange for the Initial Notes
pursuant to this Eighth Supplemental Indenture and the Registration Rights
Agreement (defined below), the following additional series of debt securities
(the "Exchange Notes"):

       (i)    Simon Property Group, L.P. 7 3/8% Notes due 2006 (the "Exchange
2006 Notes," and together with the Initial 2006 Notes, the "2006 Notes"), in an
aggregate principal amount of up to $300,000,000; and

       (ii)   Simon Property Group, L.P. 7 3/4% Notes due 2011 (the "Exchange
2011 Notes," and together with the Initial 2011 Notes, the "2011 Notes"), in an
aggregate principal amount of up to $200,000,000;

       WHEREAS, the Board of Directors of Simon Property Group, Inc., the
managing general partner of the Issuer, has approved the creation of the Notes
and the forms, terms and conditions thereof pursuant to Sections 301 and 1701 of
the Original Indenture; and


<PAGE>


       WHEREAS, all actions required to be taken under the Original Indenture
with respect to this Eighth Supplemental Indenture have been taken.

       NOW, THEREFORE, IT IS AGREED:

                                   ARTICLE I

                   DEFINITIONS, CREATION, FORMS AND TERMS AND
                          CONDITIONS OF THE SECURITIES

       SECTION 1.01. DEFINITIONS. Capitalized terms used in this Eighth
Supplemental Indenture and not otherwise defined shall have the meanings
ascribed to them in the Original Indenture. Certain terms, used principally in
Article Two of this Eighth Supplemental Indenture, are defined in that Article.
In addition, the following terms shall have the following meanings to be equally
applicable to both the singular and the plural forms of the terms defined:

       "BUSINESS DAY" means any day, other than a Saturday or Sunday, on which
banking institutions in New York, New York are open for business.

       "CLEARSTREAM BANKING" means Clearstream Banking, societe anonyme, its
successors and assigns.

       "CLOSING DATE" means January 18, 2001.

       "DTC" means The Depository Trust Company, its nominees and their
successors and assigns.

       "EUROCLEAR" means the Euroclear System, its successors and assigns.

       "EXCHANGE CERTIFICATED NOTE" means a note in definitive, fully registered
form, without coupons, substantially in the forms set forth on Exhibits E-1 and
E-2 hereto.

       "EXCHANGE NOTES" has the meaning set forth in the Recitals hereto.

       "EXCHANGE OFFER" means the offer by the Operating Partnership to exchange
all of the Initial Notes of a series for Exchange Notes of the same series.

       "EXCHANGE GLOBAL NOTE" has the meaning set forth in Section 1.03(c).

       "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
Section 3.01(a).

       "GLOBAL NOTE" means the Initial Global Note and the Exchange Global Note.

       "INDENTURE" means the Original Indenture as supplemented by this Eighth
Supplemental Indenture.

       "INITIAL CERTIFICATED NOTES" has the meaning set forth in Section
1.03(b).

       "INITIAL GLOBAL NOTE" has the meaning set forth in Section 1.03(b).

       "INITIAL NOTES" has the meaning set forth in the Recitals hereto.


                                       2
<PAGE>

       "INITIAL PURCHASERS" means Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Chase Securities, Inc., Banc of America Securities
LLC, Salomon Smith Barney Inc. and UBS Warburg LLC.

       "INITIAL REGULATION S GLOBAL NOTE" means a single fully registered global
note in book-entry form, substantially in the form of Exhibits B-1 and B-2
attached hereto.

       "INITIAL RESTRICTED GLOBAL NOTE" means a single fully registered global
note in book-entry form, substantially in the form of Exhibits A-1 and A-2
attached hereto.

       "INITIAL 2006 NOTES" has the meaning set forth in the Recitals hereto.

       "INITIAL 2011 NOTES" has the meaning set forth in the Recitals hereto.

       "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.

       "ISSUER" has the meaning set forth in the Recitals hereto.

       "MAKE-WHOLE AMOUNT" means, in connection with any optional redemption or
accelerated payment of any Notes, the excess, if any, of (i) the aggregate
present value, as of the date of such redemption or accelerated payment, of each
dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of each such dollar if such redemption or
accelerated payment had not been made, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate,
determined on the third Business Day preceding the date notice of such
redemption or accelerated payment is given, from the respective dates on which
such principal and interest would have been payable if such redemption or
accelerated payment had not been made, to the date of redemption or accelerated
payment, over (ii) the aggregate principal amount of the Notes being redeemed or
accelerated.

       "NON-U.S. PERSON" means a Person that is not a U.S. Person as defined in
Regulation S, and includes dealers or other professional fiduciaries in the
United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust) in offshore transactions meeting the
requirements of Rule 904 of Regulation S.

       "NOTES" means the Initial Notes and the Exchange Notes.

       "OPERATING PARTNERSHIP" has the meaning set forth in the Recitals hereto.

       "ORIGINAL INDENTURE" has the meaning set forth in the Recitals hereto.

       "PURCHASE AGREEMENT" means the Purchase Agreement dated January 11, 2001
between the Operating Partnership and the Initial Purchasers.

       "QIB" means a qualified institutional buyer, as defined in Rule 144A
under the Securities Act.

       "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated January 18, 2001, between the Operating Partnership and the Initial
Purchasers.

       "REGULATION S" means Regulation S under the Securities Act.


                                       3
<PAGE>

       "REINVESTMENT RATE" means, in connection with any optional redemption or
accelerated payment of any Notes, the yield on treasury securities at a constant
maturity corresponding to the remaining life (as of the date of redemption, and
rounded to the nearest month) to Stated Maturity of the principal being redeemed
(the "Treasury Yield"), plus .25%. For purposes hereof, the Treasury Yield shall
be equal to the arithmetic mean of the yields published in the Statistical
Release under the heading "Week Ending" for "U.S. Government Securities --
Treasury Constant Maturities" with a maturity equal to such remaining life;
provided, that if no published maturity exactly corresponds to such remaining
life, then the Treasury Yield shall be interpolated or extrapolated on a
straight-line basis from the arithmetic means of the yields for the next
shortest and next longest published maturities, rounding each of such relevant
periods to the nearest month. For purposes of calculating the Reinvestment Rate,
the most recent Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used. If the format or content of the
Statistical Release changes in a manner that precludes determination of the
Treasury Yield in the above manner, then the Treasury Yield shall be determined
in the manner that most closely approximates the above manner, as reasonably
determined by the Operating Partnership.

       "RULE 144A" means Rule 144A under the Securities Act.

       "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

       "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
3.01(c).

       "SPECIAL INTEREST PREMIUM" has the meaning set forth in Section 3.02.

       "STATISTICAL RELEASE" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination, then such other
reasonably comparable index which shall be designated by the Operating
Partnership.

       "TRUSTEE" has the meaning set forth in the Recitals hereto.

       "2006 INTEREST PAYMENT DATE" has the meaning set forth in Section
1.04(b).

       "2011 INTEREST PAYMENT DATE" has the meaning set forth in Section
1.05(b).

       "2006 NOTES" has the meaning set forth in the Recitals hereto.

       "2011 NOTES" has the meaning set forth in the Recitals hereto.

       "2006 REDEMPTION PRICE" has the meaning set forth in Section 1.04(f).

       "2011 REDEMPTION PRICE" has the meaning set forth in Section 1.05(f).

       "2006 REGULAR RECORD DATE" has the meaning set forth in Section 1.04(b).

       "2011 REGULAR RECORD DATE" has the meaning set forth in Section 1.05(b).

       SECTION 1.02. CREATION OF THE NOTES.

              (a)    INITIAL NOTES. In accordance with Section 301 of the
Original Indenture, the Issuer hereby creates each of the Initial 2006 Notes and
the Initial 2011 Notes, as a separate series of its securities issued pursuant
to the Indenture. The Initial 2006 Notes shall be initially issued in an
aggregate


                                       4
<PAGE>

principal amount of $300,000,000 and the Initial 2011 Notes shall be
initially issued in an aggregate principal amount of $200,000,000, except as
permitted by Sections 304, 305 or 306 of the Original Indenture.

              (b)    EXCHANGE NOTES. In accordance with Section 301 of the
Original Indenture, the Issuer hereby creates each of the Exchange 2006 Notes
and the Exchange 2011 Notes as a separate series of its securities issued
pursuant to the Indenture. Each series of the Exchange Notes is to be issued in
exchange for the corresponding series of the Initial Notes as provided in this
Eighth Supplemental Indenture and the Registration Rights Agreement. The
Exchange 2006 Notes may be initially issued in an aggregate principal amount of
up to $300,000,000 (but in no event in excess of the principal amount of the
Initial 2006 Notes tendered in exchange therefor in an Exchange Offer). The
Exchange 2011 Notes may be initially issued in an aggregate principal amount of
up to $200,000,000 (but in no event in excess of the principal amount of the
Initial 2011 Notes tendered in exchange therefor in an Exchange Offer, except as
permitted by Sections 304, 305 or 306 of the Original Indenture).

       SECTION 1.03. FORM OF THE NOTES.

              (a)    The Initial 2006 Notes shall be in the form of Exhibit A-1,
B-1 or C-1 hereto, as applicable, and the Exchange 2006 Notes shall be in the
form of Exhibit D-1 or E-1 hereto, as applicable. The Initial 2011 Notes shall
be in the form of Exhibit A-2, B-2 or C-2 hereto, as applicable, and the
Exchange 2011 Notes shall be in the form of Exhibit D-2 or E-2 hereto, as
applicable.

              (b)    Initial 2006 Notes and Initial 2011 Notes offered and sold
to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be
issued in book-entry form and will be represented by a single, permanent global
note in fully registered form, without coupons, substantially in the form set
forth in Exhibit A-1 or A-2, as applicable, and shall bear the legends set forth
in Section 5.01(a) and (b) (each such Note, an "Initial Restricted Global
Note"). Upon issuance, each Initial Restricted Global Note shall be registered
in the name of "Cede & Co.," as nominee of DTC, duly executed by the Operating
Partnership and authenticated by the Trustee and deposited with or on behalf of
DTC. Initial 2006 Notes and Initial 2011 Notes offered and sold to Non-U.S.
Persons in reliance on Regulation S as provided in the Purchase Agreement shall
be issued in book-entry form and will be represented by a single, permanent
global note in definitive, fully registered form, without coupons, substantially
in the form set forth in Exhibit B-1 or B-2 hereto, as applicable, and shall
bear the legends set forth in Section 5.01(a) and (b) (each such Note, an
"Initial Regulation S Global Note," and together with the Initial Restricted
Global Note," the "Initial Global Notes"). Upon issuance, the Initial Regulation
S Global Note shall be registered in the name of "Cede & Co.," as nominee for
DTC, duly executed by the Operating Partnership and authenticated by the Trustee
and deposited with or on behalf of DTC for the accounts of Euroclear or
Clearstream Banking. Interests in the Initial Regulation S Global Note may only
be held through Euroclear or Clearstream Banking. Initial 2006 Notes and Initial
2011 Notes offered and sold to Institutional Accredited Investors that are not
QIBS or Non-U.S. Persons as provided in the Purchase Agreement shall be issued
in definitive, fully registered certificated form, without coupons,
substantially in the forms set forth in Exhibit C-1 or C-2 hereto, as
applicable, and shall bear the legends set forth in Section 5.01(a) hereof (the
"Initial Certificated Notes"). Upon issuance, any such Initial Certificated Note
or the transfer thereof shall be duly executed by the Operating Partnership and
authenticated by the Trustee. Upon the registration of the transfer of any
Initial Certificated Note to a QIB or Non-U.S. Person, such Initial Certificated
Note shall be exchanged for a beneficial interest in the applicable Initial
Global Note. Except as provided in Section 4.01(b), interests in an Initial
Global Note may not be exchanged for Initial Certificated Notes and the
Operating Partnership waives any discretionary right it may otherwise have to
cause the Notes to be issued in certificated form.


                                       5
<PAGE>

              (c)    In the event all or a portion of the Initial Notes of any
series are tendered in an Exchange Offer, such Notes or the portions thereof
being exchanged shall be exchanged for a single, permanent global note in
definitive, fully registered form, without coupons, substantially in the form
set forth in Exhibit D-1 hereto, in the case of the 2006 Notes, and Exhibit D-2
hereto, in the case of the 2011 Notes (the "Exchange Global Notes") and shall
bear the legends set forth in Section 5.01(c) hereof. Upon issuance, each
Exchange Global Note shall be registered in the name of "Cede & Co.," as nominee
of DTC, duly executed by the Operating Partnership and authenticated by the
Trustee and deposited with or on behalf of DTC. Except as provided in Section
4.01(b), Exchange Certificated Notes shall not be issued and the Operating
Partnership waives any discretionary right it may otherwise have to cause the
Notes to be issued in certificated form.

       SECTION 1.04. TERMS AND CONDITIONS OF THE 2006 NOTES. The 2006 Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Eighth Supplemental Indenture, and in particular, the
following provisions shall be terms of the 2006 Notes:

              (a)    TITLE AND AGGREGATE PRINCIPAL AMOUNT. The title of the
       Initial 2006 Notes and the Exchange 2006 Notes shall be as specified in
       the Recitals; and the aggregate principal amount of the Initial 2006
       Notes and the Exchange 2006 Notes shall be as specified in Section 1.02
       of this Eighth Supplemental Indenture, except as permitted by Sections
       304, 305 or 306 of the Original Indenture.

              (b)    STATED MATURITY. The 2006 Notes shall mature, and the
       unpaid principal thereon shall be payable, on January 20, 2006, subject
       to the provisions of the Original Indenture.

              (c)    INTEREST. The rate per annum at which interest shall be
       payable on the 2006 Notes shall be 7 3/8%. Interest on the 2006 Notes
       shall be payable semiannually in arrears on each January 20 and July 20,
       commencing July 20, 2001 (each a "2006 Interest Payment Date"), and on
       the Stated Maturity as specified in Section 1.04(b) of this Eighth
       Supplemental Indenture, to the Persons in whose names the applicable 2006
       Notes are registered in the Security Register applicable to the 2006
       Notes at the close of business 15 calendar days prior to such payment
       date regardless of whether such day is a Business Day (each, a "2006
       Regular Record Date"). Interest on the 2006 Notes will be computed on the
       basis of a 360-day year of twelve 30-day months. Interest on the 2006
       Notes shall accrue from January 18, 2001.

              If an Initial 2006 Note is exchanged in an Exchange Offer prior to
       the 2006 Regular Record Date for the first 2006 Interest Payment Date
       following such exchange, accrued and unpaid interest, if any, on such
       2006 Note, up to but not including the date of issuance of the Exchange
       Note(s) issued in exchange for such Initial 2006 Note, shall be paid on
       the first 2006 Interest Payment Date for such Exchange 2006 Note(s) to
       the Holder or Holders of such Exchange 2006 Note(s) on the first 2006
       Regular Record Date with respect to such Exchange 2006 Note(s). If such
       Initial 2006 Note is exchanged in an Exchange Offer subsequent to the
       2006 Regular Record Date for the first 2006 Interest Payment Date
       following such exchange but on or prior to such 2006 Interest Payment
       Date, then any such accrued and unpaid interest with respect to such
       Initial 2006 Note and any accrued and unpaid interest on the Exchange
       2006 Note(s) issued in exchange for such Initial 2006 Note, through the
       day before such 2006 Interest Payment Date, shall be paid on such 2006
       Interest Payment Date to the Holder of such Initial 2006 Note on such
       2006 Regular Record Date.

              (d)    REGISTRATION RIGHTS. The Holders of the Initial 2006 Notes
       shall be entitled to the benefits of the Registration Rights Agreement,
       as described in Article Three hereof.


                                       6
<PAGE>

              (e)    SPECIAL INTEREST PREMIUM. If the Operating Partnership
       fails to comply with certain provisions of the Registration Rights
       Agreement, then a Special Interest Premium shall become payable in
       respect of the 2006 Notes as provided in Article Three hereof.

              (f)    SINKING FUND, REDEMPTION OR REPAYMENT. No sinking fund
       shall be provided for the 2006 Notes and the 2006 Notes shall not be
       repayable at the option of the Holders thereof prior to Stated Maturity.
       The 2006 Notes may be redeemed at any time at the option of the Issuer,
       in whole or from time to time in part, at a Redemption Price equal to the
       sum of (i) the principal amount of the 2006 Notes being redeemed plus
       accrued interest thereon to the Redemption Date and (ii) the Make-Whole
       Amount, if any, with respect to such 2006 Notes (collectively, the "2006
       Redemption Price"), all in accordance with the provisions of Article
       Eleven of the Original Indenture.

              If notice of redemption has been given as provided in the Original
       Indenture and funds for the redemption of any 2006 Notes called for
       redemption shall have been made available on the Redemption Date referred
       to in such notice, such 2006 Notes will cease to bear interest on the
       Redemption Date and the only right of the Holders of the 2006 Notes from
       and after the Redemption Date will be to receive payment of the 2006
       Redemption Price upon surrender of such 2006 Notes in accordance with
       such notice.

              (g)    REGISTRATION AND FORM. The 2006 Notes shall be issuable as
       Registered Securities as provided in Section 1.03 of this Eighth
       Supplemental Indenture. Initial 2006 Notes shall be issued and may be
       transferred only in minimum denominations of $1,000 ($100,000 for
       Institutional Accredited Investors) and integral multiples of $1,000 in
       excess thereof. Exchange 2006 Notes shall be issued in minimum
       denominations of $1,000 ($100,000 for Institutional Accredited Investors)
       and integral multiples of $1,000 in excess thereof. All payments of
       principal and interest in respect of the 2006 Notes will be made by the
       Issuer in immediately available funds.

              (h)    DEFEASANCE AND COVENANT DEFEASANCE. The provisions for
       defeasance in Section 1402 of the Original Indenture, and the provisions
       for covenant defeasance (which provisions shall apply, without
       limitation, to the covenants set forth in Article Two of this Eighth
       Supplemental Indenture) in Section 1403 of the Original Indenture, shall
       be applicable to the 2006 Notes.

              (i)    MAKE-WHOLE AMOUNT PAYABLE UPON ACCELERATION. Upon any
       acceleration of the Stated Maturity of the 2006 Notes in accordance with
       Section 502 of the Original Indenture, the Make-Whole Amount on the 2006
       Notes shall become immediately due and payable, subject to the terms and
       conditions of the Indenture.

              (j)    OTHER TERMS AND CONDITIONS. The 2006 Notes shall have such
       other terms and conditions as provided in the forms thereof attached as
       Exhibits A-1, B-1, C-1, D-1 and E-1 hereto.

              (k)    FURTHER ISSUES. The Issuer may, from time to time, without
       the consent of the Holders, create and issue further securities having
       the same terms and conditions as the 2006 Notes in all respects, except
       for issue date, issue price and the first payment of interest thereon.
       Additional Notes issued in this manner will be consolidated with and will
       form a single series with the previously outstanding 2006 Notes. Notice
       of any such issuance will be given to the Trustee and a new supplemental
       indenture will be executed in connection with the issuance of such
       securities.


                                       7
<PAGE>

       SECTION 1.05. TERMS AND CONDITIONS OF THE 2011 NOTES. The 2011 Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Eighth Supplemental Indenture, and in particular, the
following provisions shall be terms of the 2011 Notes:

              (a)    TITLE AND AGGREGATE PRINCIPAL AMOUNT. The title of the
       Initial 2011 Notes and the Exchange 2011 Notes shall be as specified in
       the Recitals; and the aggregate principal amount of the Initial 2011
       Notes and the Exchange 2011 Notes shall be as specified in Section 1.02
       of this Eighth Supplemental Indenture, except as permitted by Sections
       304, 305 or 306 of the Original Indenture.

              (b)    STATED MATURITY. The 2011 Notes shall mature, and the
       unpaid principal thereon shall be payable, on January 20, 2011, subject
       to the provisions of the Original Indenture.

              (c)    INTEREST. The rate per annum at which interest shall be
       payable on the 2011 Notes shall be 7 3/4%. Interest on the 2011 Notes
       shall be payable semiannually in arrears on each January 20 and July 20,
       commencing July 20, 2001 (each a "2011 Interest Payment Date"), and on
       the Stated Maturity as specified in Section 1.04(b) of this Eighth
       Supplemental Indenture, to the Persons in whose names the applicable 2011
       Notes are registered in the Security Register applicable to the 2011
       Notes at the close of business 15 calendar days prior to such payment
       date regardless of whether such day is a Business Day (each, a "2011
       Regular Record Date"). Interest on the 2011 Notes will be computed on the
       basis of a 360-day year of twelve 30-day months. Interest on the 2011
       Notes shall accrue from January 18, 2001.

              If an Initial 2011 Note is exchanged in an Exchange Offer prior to
       the 2011 Regular Record Date for the first 2011 Interest Payment Date
       following such exchange, accrued and unpaid interest, if any, on such
       2011 Note, up to but not including the date of issuance of the Exchange
       2011 Note(s) issued in exchange for such Initial 2011 Note, shall be paid
       on the first 2011 Interest Payment Date for such Exchange 2011 Note(s) to
       the Holder or Holders of such Exchange 2011 Note(s) on the first 2011
       Regular Record Date with respect to such Exchange 2011 Note(s). If such
       Initial 2011 Note is exchanged in an Exchange Offer subsequent to the
       2011 Regular Record Date for the first 2011 Interest Payment Date
       following such exchange but on or prior to such 2011 Interest Payment
       Date, then any such accrued and unpaid interest with respect to such
       Initial 2011 Note and any accrued and unpaid interest on the Exchange
       2011 Note(s) issued in exchange for such Initial 2011 Note, through the
       day before such 2011 Interest Payment Date, shall be paid on such 2011
       Interest Payment Date to the Holder of such Initial 2011 Note on such
       2011 Regular Record Date.

              (d)    REGISTRATION RIGHTS. The Holders of the Initial 2011 Notes
       shall be entitled to the benefits of the Registration Rights Agreement,
       as described in Article Three hereof.

              (e)    SPECIAL INTEREST PREMIUM. If the Operating Partnership
       fails to comply with certain provisions of the Registration Rights
       Agreement, then a Special Interest Premium shall become payable in
       respect of the 2011 Notes as provided in Article Three hereof.

              (f)    SINKING FUND, REDEMPTION OR REPAYMENT. No sinking fund
       shall be provided for the 2011 Notes and the 2011 Notes shall not be
       repayable at the option of the Holders thereof prior to Stated Maturity.
       The 2011 Notes may be redeemed at any time at the option of the Issuer,
       in whole or from time to time in part, at a Redemption Price equal to the
       sum of (i) the principal amount of the 2011 Notes being redeemed plus
       accrued interest thereon to the Redemption Date and (ii) the Make-Whole
       Amount, if any, with respect to such 2011 Notes


                                       8
<PAGE>

       (collectively, the "2011 Redemption Price"), all in accordance with the
       provisions of Article Eleven of the Original Indenture.

              If notice of redemption has been given as provided in the Original
       Indenture and funds for the redemption of any 2011 Notes called for
       redemption shall have been made available on the Redemption Date referred
       to in such notice, such 2011 Notes will cease to bear interest on the
       Redemption Date and the only right of the Holders of the 2011 Notes from
       and after the Redemption Date will be to receive payment of the 2011
       Redemption Price upon surrender of such 2011 Notes in accordance with
       such notice.

              (g)    REGISTRATION AND FORM. The 2011 Notes shall be issuable as
       Registered Securities as provided in Section 1.03 of this Eighth
       Supplemental Indenture. Initial 2011 Notes shall be issued and may be
       transferred only in minimum denominations of $1,000 ($100,000 for
       Institutional Accredited Investors) and integral multiples of $1,000 in
       excess thereof. Exchange 2011 Notes shall be issued in minimum
       denominations of $1,000 ($100,000 for Institutional Accredited Investors)
       and integral multiples of $1,000 in excess thereof. All payments of
       principal and interest in respect of the 2011 Notes will be made by the
       Issuer in immediately available funds.

              (h)    DEFEASANCE AND COVENANT DEFEASANCE. The provisions for
       defeasance in Section 1402 of the Original Indenture, and the provisions
       for covenant defeasance (which provisions shall apply, without
       limitation, to the covenants set forth in Article Two of this Eighth
       Supplemental Indenture) in Section 1403 of the Original Indenture, shall
       be applicable to the 2011 Notes.

              (i)    MAKE-WHOLE AMOUNT PAYABLE UPON ACCELERATION. Upon any
       acceleration of the Stated Maturity of the 2011 Notes in accordance with
       Section 502 of the Original Indenture, the Make-Whole Amount on the 2011
       Notes shall become immediately due and payable, subject to the terms and
       conditions of the Indenture.

              (j)    OTHER TERMS AND CONDITIONS. The 2011 Notes shall have such
       other terms and conditions as provided in the forms thereof attached as
       Exhibits A-2, B-2, C-2, D-2 and E-2 hereto.

              (k)    FURTHER ISSUES. The Issuer may, from time to time, without
       the consent of the Holders, create and issue further securities having
       the same terms and conditions as the 2011 Notes in all respects, except
       for issue date, issue price and the first payment of interest thereon.
       Additional Notes issued in this manner will be consolidated with and will
       form a single series with the previously outstanding 2011 Notes. Notice
       of any such issuance will be given to the Trustee and a new supplemental
       indenture will be executed in connection with the issuance of such
       securities.

                                   ARTICLE II

                    Covenants for Benefit of Holders of Notes

       SECTION 2.01. COVENANTS FOR BENEFIT OF HOLDERS OF NOTES. The Operating
Partnership covenants and agrees, for the benefit of the Holders of the Notes,
as follows:

       (a)    LIMITATIONS ON INCURRENCE OF DEBT. The Operating Partnership will
not, and will not permit any Subsidiary (as defined in the Original Indenture)
to, incur any Debt (as defined below),


                                       9
<PAGE>

other than intercompany debt (representing Debt to which the only parties are
the Company (as defined below), the Operating Partnership and any of their
Subsidiaries (but only so long as such Debt is held solely by any of the
Company, the Operating Partnership and any Subsidiary) that is subordinate in
right of payment to the Notes), if, immediately after giving effect to the
incurrence of such additional Debt, the aggregate principal amount of all
outstanding Debt would be greater than 60% of the sum of (i) the Operating
Partnership's Adjusted Total Assets (as defined below) as of the end of the
fiscal quarter prior to the incurrence of such additional Debt and (ii) any
increase in Adjusted Total Assets from the end of such quarter including,
without limitation, any pro forma increase from the application of the proceeds
of such additional Debt.

              In addition, the Operating Partnership will not, and will not
permit any Subsidiary to, incur any Debt secured by any mortgage, lien, pledge,
encumbrance or security interest of any kind upon any of the property of the
Operating Partnership or any Subsidiary ("Secured Debt"), whether owned at the
date of the Original Indenture or thereafter acquired, if, immediately after
giving effect to the incurrence of such additional Secured Debt, the aggregate
principal amount of all outstanding Secured Debt is greater than 55% of the sum
of (i) the Operating Partnership's Adjusted Total Assets as of the end of the
fiscal quarter prior to the incurrence of such additional Secured Debt and (ii)
any increase in Adjusted Total Assets from the end of such quarter including,
without limitation, any pro forma increase from the application of the proceeds
of such additional Secured Debt.

              In addition, the Operating Partnership will not, and will not
permit any Subsidiary to, incur any Debt if the ratio of Annualized EBITDA After
Minority Interest to Interest Expense (in each case as defined below) for the
period consisting of the four consecutive fiscal quarters most recently ended
prior to the date on which such additional Debt is to be incurred shall have
been less than 1.75 to 1 on a pro forma basis after giving effect to the
incurrence of such Debt and to the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt and any other Debt incurred
since the first day of such four-quarter period had been incurred, and the
proceeds therefrom had been applied (to whatever purposes such proceeds had been
applied as of the date of calculation of such ratio), at the beginning of such
period, (ii) any other Debt that has been repaid or retired since the first day
of such four-quarter period had been repaid or retired at the beginning of such
period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance
of such Debt during such period), (iii) any income earned as a result of any
assets having been placed in service since the end of such four-quarter period
had been earned, on an annualized basis, during such period, and (iv) in the
case of any acquisition or disposition by the Operating Partnership, any
Subsidiary or any unconsolidated joint venture in which the Operating
Partnership or any Subsidiary owns an interest, of any assets since the first
day of such four-quarter period, including, without limitation, by merger, stock
purchase or sale, or asset purchase or sale, such acquisition or disposition and
any related repayment of Debt had occurred as of the first day of such period
with the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation.

              For purposes of the foregoing provisions regarding the limitation
on the incurrence of Debt, Debt shall be deemed to be "incurred" by the
Operating Partnership, its Subsidiaries and by any unconsolidated joint venture,
whenever the Operating Partnership, any Subsidiary or any unconsolidated joint
venture, as the case may be, shall create, assume, guarantee or otherwise become
liable in respect thereof.

       (b)    MAINTENANCE OF UNENCUMBERED ASSETS. The Operating Partnership is
required to maintain Unencumbered Assets (as defined below) of not less than
150% of the aggregate outstanding principal amount of the Unsecured Debt (as
defined below) of the Operating Partnership.


                                       10
<PAGE>

SECTION 2.02. DEFINITIONS.  As used herein:

       "ADJUSTED TOTAL ASSETS" as of any date means the sum of (i) the amount
determined by multiplying the sum of the shares of common stock of SPG
Properties, Inc., a Maryland corporation ("SPG") issued in the initial public
offering of SPG (the "IPO") and the units of the Operating Partnership not held
by SPG outstanding on the date of the IPO, by $22.25 (the "IPO Price"), (ii) the
principal amount of the outstanding consolidated debt of SPG on the date of the
IPO, less any portion applicable to minority interests, (iii) the Operating
Partnership's allocable portion, based on its ownership interest, of outstanding
indebtedness of unconsolidated joint ventures on the date of the IPO, (iv) the
purchase price or cost of any real estate assets acquired (including the value,
at the time of such acquisition, of any units of the Operating Partnership or
shares of common stock of the Company or SPG issued in connection therewith) or
developed after the IPO by the Operating Partnership or any Subsidiary, less any
portion attributable to minority interests, plus the Operating Partnership's
allocable portion, based on its ownership interest, of the purchase price or
cost of any real estate assets acquired or developed after the IPO by any
unconsolidated joint venture, (v) the value of the Merger (as defined in the
Original Indenture) compiled as the sum of (a) the purchase price including all
related closing costs and (b) the value of all outstanding indebtedness assumed
in the Merger less any portion attributable to minority interests, including the
Operating Partnership's allocable portion, based on its ownership interest, of
outstanding indebtedness assumed in the Merger of unconsolidated joint ventures
assumed in the Merger at the Merger date, and (vi) working capital of the
Operating Partnership; subject, however, to reduction by the amount of the
proceeds of any real estate assets disposed of after the IPO by the Operating
Partnership or any Subsidiary, less any portion applicable to minority
interests, and by the Operating Partnership's allocable portion, based on its
ownership interest, of the proceeds of any real estate assets disposed of after
the IPO by unconsolidated joint ventures.

       "ANNUALIZED EBITDA" means earnings before interest, taxes, depreciation
and amortization for all properties with other adjustments as are necessary to
exclude the effect of items classified as extraordinary items in accordance with
generally accepted accounting principles, adjusted to reflect the assumption
that (i) any income earned as a result of any assets having been placed in
service since the end of such period had been earned, on an annualized basis,
during such period, and (ii) in the case of any acquisition or disposition by
the Operating Partnership, any Subsidiary or any unconsolidated joint venture in
which the Operating Partnership or any Subsidiary owns an interest, of any
assets since the first day of such period, such acquisition or disposition and
any related repayment of Debt had occurred as of the first day of such period
with the appropriate adjustments with respect to such acquisition or
disposition.

       "ANNUALIZED EBITDA AFTER MINORITY INTEREST" means Annualized EBITDA after
distributions to third party joint venture partners.

       "COMPANY" means Simon Property Group, Inc., a Delaware corporation and
the managing general partner of the Operating Partnership.

       "DEBT" means any indebtedness of the Operating Partnership and its
Subsidiaries on a consolidated basis, less any portion attributable to minority
interests, plus the Operating Partnership's allocable portion, based on its
ownership interest, of indebtedness of unconsolidated joint ventures, in respect
of (i) borrowed money evidenced by bonds, notes, debentures or similar
instruments, as determined in accordance with generally accepted accounting
principles, (ii) indebtedness secured by any mortgage, pledge, lien, charge,
encumbrance or any security interest existing on property owned by the Operating
Partnership or any Subsidiary directly, or indirectly through unconsolidated
joint ventures, as determined in accordance with generally accepted accounting
principles, (iii) reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued or amounts representing


                                       11
<PAGE>

the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable and (iv)
any lease of property by the Operating Partnership or any Subsidiary as lessee
which is reflected in the Operating Partnership's consolidated balance sheet as
a capitalized lease or any lease of property by an unconsolidated joint venture
as lessee which is reflected in such joint venture's balance sheet as a
capitalized lease, in each case, in accordance with generally accepted
accounting principles; provided, that Debt also includes, to the extent not
otherwise included, any obligation by the Operating Partnership or any
Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise,
items of indebtedness of another Person (other than the Operating Partnership or
any Subsidiary) described in clauses (i) through (iv) above (or, in the case of
any such obligation made jointly with another Person, the Operating
Partnership's or Subsidiary's allocable portion of such obligation based on its
ownership interest in the related real estate assets).

       "INTEREST EXPENSE" includes the Operating Partnership's pro rata share of
joint venture interest expense and is reduced by amortization of debt issuance
costs.

       "UNENCUMBERED ANNUALIZED EBITDA AFTER MINORITY INTEREST" means Annualized
EBITDA After Minority Interest less any portion thereof attributable to assets
serving as collateral for Secured Debt (as defined above).

       "UNENCUMBERED ASSETS" as of any date shall be equal to Adjusted Total
Assets as of such date multiplied by a fraction, the numerator of which is
Unencumbered Annualized EBITDA After Minority Interest and the denominator of
which is Annualized EBITDA After Minority Interest.

       "UNSECURED DEBT" means Debt which is not secured by any mortgage, lien,
pledge, encumbrance or security interest of any kind.

                                  ARTICLE III

                               REGISTRATION RIGHTS

SECTION 3.01. REGISTRATION RIGHTS AGREEMENT.

       (a)    The Operating Partnership will enter into the Registration Rights
Agreement with the Initial Purchasers for the benefit of the Holders of the
Notes wherein the Operating Partnership will agree, for the benefit of the
Holders of the Notes, to use its reasonable best efforts (i) to file with the
Commission within 90 calendar days after the date on which the Operating
Partnership delivers the Notes to the Initial Purchasers (the "Closing Date") a
registration statement (the "Exchange Offer Registration Statement") with
respect to the Exchange Notes and (ii) to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 135 calendar
days after the Closing Date. Promptly after the Exchange Offer Registration
Statement has been declared effective, the Operating Partnership will offer to
Holders the opportunity to exchange all their Notes of a series for Exchange
Notes of the same series pursuant to the Exchange Offer. The Operating
Partnership will keep the Exchange Offer open for not less than 30 calendar days
(or longer if required by applicable law) after the date notice of the Exchange
Offer is mailed to the Holders of the Notes but will, in any event, use its
reasonable best efforts to cause the Exchange Offer to be consummated within 180
days of the Closing Date. For each Note validly tendered to the Operating
Partnership pursuant to the Exchange Offer, the Holder of such Note will receive
an Exchange Note of the same series having a principal amount equal to the
principal amount of the tendered Note.

       (b)    Each Holder of the Notes (other than certain specified Holders)
wishing to exchange the Notes for Exchange Notes in the Exchange Offer will be
required to represent that (i) it is


                                       12
<PAGE>

not an Affiliate of the Operating Partnership, (ii) the Exchange Notes to be
received by it were acquired in the ordinary course of its business and (iii) at
the time of the Exchange Offer, it has no arrangement with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes.

       (c)    The Registration Rights Agreement also will provide that if, (i)
because of any change in law or in currently prevailing interpretations of the
staff of the Securities and Exchange Commission, the Operating Partnership is
not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 180 days of the Closing Date, or (iii) in the case of any
Holder that participates in the Exchange Offer, such Holder does not receive
Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such Holder as an affiliate of the Operating Partnership within the meaning of
the Securities Act or as a broker-dealer), then in each case, the Operating
Partnership will (x) promptly deliver to the Holders written notice thereof and
(y) at the Operating Partnership's sole expense (a) as promptly as practicable
(but in no event more than 60 days after so required or requested pursuant to
the Registration Rights Agreement), file a shelf registration statement covering
resales of the Notes (the "Shelf Registration Statement"), (b) use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act and (c) use its reasonable best efforts to
keep effective the Shelf Registration Statement until the earlier of two years
(or, if Rule 144(k) is amended to provide a shorter restrictive period, the end
of such shorter period) after the Closing Date or such time as all of the
applicable Notes have been sold thereunder. The Operating Partnership will, if a
Shelf Registration Statement is filed, provide to each Holder of the Notes
copies of the prospectus that is a part of the Shelf Registration Statement,
notify each such Holder when the Shelf Registration Statement for the Notes has
become effective and take certain other actions as are required to permit
unrestricted resales of the Notes. A Holder that sells Notes pursuant to the
Shelf Registration Statement will be required to be named as a selling security
Holder in the related prospectus, to provide information related thereto and to
deliver such prospectus to purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in connection with such sales and
will be bound by the provisions of the Registration Rights Agreement that are
applicable to such a Holder (including certain indemnification rights and
obligations).

SECTION 3.02. SPECIAL INTEREST PREMIUM. If the Operating Partnership fails to
comply with certain provisions of the Registration Rights Agreement, in each
case as described below, then a special interest premium (the "Special Interest
Premium") shall become payable in respect of the Notes as follows:

              (a)    If (i) the Exchange Offer Registration Statement is not
       filed with the Commission on or prior to the 90th day following the
       Closing Date, (ii) the Exchange Offer Registration Statement is not
       declared effective on or prior to the 135th day following the Closing
       Date or (iii) the Exchange Offer is not consummated or the Shelf
       Registration Statement is not declared effective on or prior to the 180th
       day following the Closing Date, the Special Interest Premium shall accrue
       from and including the next day following each of (a) such 90-day period
       in the case of clause (i) above, (b) such 135-day period in the case of
       clause (ii) above and (c) such 180-day period in the case of clause (iii)
       above, in each case at a rate equal to 0.50% per annum. The aggregate
       amount of the Special Interest Premium payable pursuant to the above
       provisions will in no event exceed 0.50% per annum. If the Exchange Offer
       Registration Statement is not declared effective on or prior to the 135th
       day following the Closing Date and the Operating Partnership shall
       request Holders of Notes to provide the information called for by the
       Registration Rights Agreement for inclusion in the Shelf Registration
       Statement, the Notes owned by Holders who do not deliver such information
       to the Operating Partnership when required pursuant to the Registration
       Rights Agreement will not be entitled to any such increase in the


                                       13
<PAGE>

       interest rate for any day after the 180th day following the Closing Date.
       Upon (1) the filing of the Exchange Offer Registration Statement after
       the 90-day period described in clause (i), (2) the effectiveness of the
       Exchange Offer Registration Statement after the 135-day period described
       in clause (ii) above or (3) the consummation of the Exchange Offer or the
       effectiveness of a Shelf Registration Statement, as the case may be,
       after the 180-day period described in clause (iii) above, the interest
       rate on each series of Notes from the date of such effectiveness or
       consummation, as the case may be, will be reduced to the original
       interest rate provided for herein for such series of Notes.

              (b)    If a Shelf Registration Statement is declared effective,
       and if the Operating Partnership fails to keep such Shelf Registration
       Statement continuously (x) effective or (y) useable for resales for the
       period required by the Registration Rights Agreement due to certain
       circumstances relating to pending corporate developments, public filings
       with the Commission and similar events, or because the prospectus
       contains an untrue statement of a material fact or omits to state a
       material fact required to be stated therein or necessary in order to make
       the statements therein not misleading, and such failure continues for
       more than 60 days (whether or not consecutive) in any 12-month period
       (the 61st day being referred to as the "Default Day"), then from the
       Default Day until the earlier of (i) the date that the Shelf Registration
       Statement is again deemed effective or is useable, (ii) the date that is
       the second anniversary of the Closing Date (or, if Rule 144(k) is amended
       to provide a shorter restrictive period, the end of such shorter period)
       or (iii) the date as of which all of the Notes are sold pursuant to the
       Shelf Registration Statement, the Special Interest Premium shall accrue
       at a rate equal to 0.50% per annum.

       SECTION 3.03. LEGEND. Each Note will contain a legend to the effect that
the Holder thereof, by its acceptance thereof, will be deemed to have agreed to
be bound by the provisions of the Registration Rights Agreement. Such legend
shall be in the form set forth in Article 5.01(a) hereof.

                                   ARTICLE IV

                              TRANSFER AND EXCHANGE

       SECTION 4.01. TRANSFER AND EXCHANGE.

       (a)    By its acceptance of any Initial Note represented by a certificate
bearing the legend set forth in Section 5.01(a) hereof (the "Private Placement
Legend"), each Holder of, and beneficial bearer of an interest in, such Initial
Note acknowledges the restrictions on transfer of such Initial Note and agrees
that it will transfer such Initial Note only in accordance with such
restrictions. Each purchaser (other than the Initial Purchasers) of the Notes
and each Person to whom the Notes are transferred shall, prior to the Resale
Restriction Termination Date (as defined in the Private Placement Legend), be
deemed to have acknowledged, represented and agreed to the matters and
restrictions on transfer described under the heading "Notice to Investors" in
the Offering Memorandum of the Operating Partnership, dated January 11, 2001,
relating to the Initial Notes. Upon the registration of transfer, exchange or
replacement of an Initial Note not bearing the Private Placement Legend, the
Trustee shall deliver an Initial Note or Initial Notes that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of an Initial Note bearing the Private Placement Legend, the Trustee
shall deliver an Initial Note or Initial Notes bearing the Private Placement
Legend, unless such legend may be removed from such Note as provided in this
Section 4.01(a). If the Private Placement Legend has been removed from an
Initial Note, as provided herein, no other Initial Note issued in exchange for
all or any part of such Initial Note shall bear such legend, unless the
Operating Partnership has reasonable cause to believe that such other Initial
Note represents a "restricted security" within the


                                       14
<PAGE>

meaning of Rule 144 under the Securities Act and instructs the Trustee in
writing to cause a legend to appear thereon. Each Initial Note shall bear the
Private Placement Legend unless and until:

              (i)    a transfer of such Initial Note is made pursuant to an
       effective Shelf Registration Statement, in which case the Private
       Placement Legend shall be removed from such Initial Note so transferred
       at the request of the Holder; or

              (ii)   there is delivered to the Company such satisfactory
       evidence, which may include an opinion of independent counsel licensed to
       practice law in the State of New York, as may reasonably be requested by
       the Operating Partnership confirming that neither such legend nor the
       restrictions on transfer set forth therein are required to ensure that
       transfers of such Initial Note will not violate the registration and
       prospectus delivery requirements of the Securities Act; provided that the
       Trustee shall not be required to determine (but may rely on a
       determination made by the Operating Partnership with respect to) the
       sufficiency of any such evidence; and upon written direction of the
       Operating Partnership, the Trustee shall authenticate and deliver in
       exchange for such Initial Note, an Initial Note or Initial Notes
       representing the same aggregate principal amount of the Initial Note
       being exchanged) without such legend.

       (b)    The Initial Global Note or Exchange Global Note, as the case may
be, shall be exchanged by the Company for one or more Initial Certificated Notes
or Exchange Certificated Notes, as applicable, if (a) DTC (i) has notified the
Operating Partnership that it is unwilling or unable to continue as, or ceases
to be, a clearing agency registered under Section 17A of the Exchange Act and
(ii) a successor to DTC registered as a clearing agency under Section 17A of the
Exchange Act is not able to be appointed by the Operating Partnership within 90
calendar days or (b) DTC is at any time unwilling or unable to continue as
depositary and a successor to DTC is not able to be appointed by the Operating
Partnership within 90 calendar days. If an Event of Default occurs and is
continuing, the Operating Partnership shall, at the request of the Trustee or
the Holder thereof, exchange all or part of the Initial Global Note or Exchange
Global Note, as the case may be, for one or more Initial Certificated Notes or
Exchange Certificated Notes, as applicable. Whenever a Global Note is exchanged
for one or more Initial Certificated Notes or Exchange Certificated Notes, as
the case may be, it shall be surrendered by the Holder thereof to the Trustee
and cancelled by the Trustee. All Initial Certificated Notes or Exchange
Certificated Notes issued in exchange for a Global Note or a portion thereof
shall be registered in such names, and delivered, as DTC shall instruct the
Trustee. Any Initial Certificated Notes issued pursuant to this Section 4.1(b)
shall include the Private Placement Legend, except as set forth in Section
4.1(a) hereof.

       (c)    Any Initial Notes that are presented to the Trustee for exchange
pursuant to an Exchange Offer shall be exchanged for Exchange Notes of equal
principal amount upon surrender to the Trustee in accordance with the terms of
the Exchange Offer. Whenever any Initial Notes are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver to the
surrendering Holder thereof, Exchange Notes in the same aggregate principal
amount as the Initial Notes so surrendered.

       (d)    Any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book-entry maintained by such Holder (or its agent), and
that ownership of a beneficial interest in the Notes represented thereby shall
be required to be reflected in book-entry form. Transfers of a Global Note shall
be limited to transfers in whole and not in part, to DTC, its successors and
their respective nominees. Interests of beneficial owners in a Global Note shall
be transferred in accordance with the rules and procedures of DTC (or its
successors).


                                       15
<PAGE>

                                   ARTICLE V

                                     LEGENDS

       SECTION 5.01. LEGENDS. The following legends shall appear on each Initial
Note and each Exchange Note.

              (a)    Except as provided in Section 4.01(a) hereof, each Initial
       Note shall bear the following legends on the face thereof:

       THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
       AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
       OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
       REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
       DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
       TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THIS NOTE
       WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF
       $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED INVESTORS) AND INTEGRAL
       MULTIPLES OF $1,000 IN EXCESS THEREOF.

       THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
       OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
       TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL
       ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE OPERATING
       PARTNERSHIP OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER
       OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING
       PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR BY, THROUGH OR IN A
       TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT TO A
       REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
       SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
       PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
       INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
       THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
       INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
       MADE IN RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN
       INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2),
       (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS
       OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO
       BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
       ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
       DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS
       AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS
       NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A
       U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
       OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
       REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING
       CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
       SIDE OF THIS NOTE


                                       16
<PAGE>

       BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE
       TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
       OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

       THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY
       THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES
       OF THE SERIES.

              (b)    In addition to the legends set forth in Section 4.01(a),
       each Initial Global Note shall also bear the following legends on the
       face thereof:

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
       THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
       ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
       ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
       OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY
       PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
       AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE
       HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
       THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
       NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED
       EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO
       DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
       SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

              (c)    The Exchange Global Note shall bear the following legends
       on the face thereof:

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
       THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
       ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
       ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
       OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY
       PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
       AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE
       HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
       THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
       NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED
       EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO
       DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
       SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.


                                       17
<PAGE>

                                   ARTICLE VI

                                     TRUSTEE

       SECTION 6.01. CORPORATE TRUST OFFICE. The Trustee is appointed as the
principal paying agent, transfer agent and registrar for the Notes and for the
purposes of Section 1002 of the Indenture. The Notes may be presented for
payment at the Corporate Trust Office of the Trustee or at any other agency as
may be appointed from time to time by the Operating Partnership in The City of
New York.

       SECTION 6.02. RECITALS. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Eighth Supplemental Indenture or the due execution thereof by the Issuer. The
recitals of fact contained herein shall be taken as the statements solely of the
Issuer and the Trustee assumes no responsibility for the correctness thereof.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

       SECTION 7.01. RATIFICATION OF ORIGINAL INDENTURE. This Eighth
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture, and as supplemented and modified hereby,
the Original Indenture is in all respects ratified and confirmed, and the
Original Indenture and this Eighth Supplemental Indenture shall be read, taken
and construed as one and the same instrument.

       SECTION 7.02. EFFECT OF HEADINGS. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

       SECTION 7.03. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Eighth Supplemental Indenture by the Issuer shall bind its successors and
assigns, whether so expressed or not.

       SECTION 7.04. SEPARABILITY CLAUSE. In case any one or more of the
provisions contained in this Eighth Supplemental Indenture shall for any reason
be held to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

       SECTION 7.05. GOVERNING LAW. This Eighth Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
This Eighth Supplemental Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of this Eighth Supplemental Indenture
and shall, to the extent applicable, be governed by such provisions.

       SECTION 7.06. COUNTERPARTS. This Eighth Supplemental Indenture may be
executed in any number of counterparts, and each of such counterparts shall for
all purposes be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.


                                       18
<PAGE>

                                     * * * *

       IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date first above written.



                                          SIMON PROPERTY GROUP, L.P.

                                          By:      Simon Property Group, Inc.,
                                                   its managing general partner

                                          By:  /s/ David Simon
                                               ---------------------------------
                                                Name:  David Simon
                                                Title:  Chief Executive Officer



Attest:

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



                                          THE CHASE MANHATTAN BANK
                                                   as Trustee

                                          By:  /s/ Joanne Adamis
                                               ---------------------------------
                                                Name:  Joanne Adamis
                                                Title:  Vice President


Attest:

By:  /s/ Gregory P. Shea
     -------------------------------
     Name:  Gregory P. Shea
     Title:  Assistant Vice President


<PAGE>

                                                                     EXHIBIT A-1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON), OR
(f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED
AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE &


                                     A-1-1
<PAGE>

CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [  ]                                                        PRINCIPAL AMOUNT
CUSIP NO. 828807 AC 1                                               $300,000,000


                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 300,000,000 dollars on January 20, 2006 (the
"Maturity Date"), and to pay interest thereon from January 18, 2001,
semiannually in arrears on January 20 and July 20 of each year (each, an
"Interest Payment Date"), commencing on July 20, 2001, and on the Maturity Date,
at the rate of 7 3/8% per annum, until payment of said principal sum has been
made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note


                                     A-1-2

<PAGE>

(each a "Payment Date") falls on a day that is not a Business Day, the
principal, premium, if any, or interest payable with respect to such Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Payment Date, and no interest shall accrue on the
amount so payable for the period from and after such Payment Date to such next
succeeding Business Day. "Business Day" means any day, other than a Saturday or
a Sunday on which banking institutions in New York, New York are open for
business.

       If this Note is exchanged in an Exchange Offer prior to the Record Date
for the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the Holder
of this Note on the Record Date.

       The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated January 18, 2001 (the "Registration Rights Agreement")
among the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Chase Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc. and UBS Warburg LLC (collectively, the
"Initial Purchasers").

       If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

       If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 90th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 135th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 180th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 90-day period in the case of
clause (i) above, (b) such 135-day period in the case of clause (ii) above and
(c) such 180-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions will in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 135th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note will not be entitled
to any such increase in the interest rate for any day after the 180th day
following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 90-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 180-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, will be reduced to the original interest rate provided for herein.


                                     A-1-3
<PAGE>

       If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     A-1-4
<PAGE>

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: January 18, 2001

                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner

                                          By:  ______________________________
                                                Name:
Attest:                                         Title:

By:  ______________________________
      Name:
      Title:


                                     A-1-5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     A-1-6
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee', which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. 7 3/8% Notes due 2006, initially limited in aggregate principal
amount to $300,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% of the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     A-1-7
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     A-1-8
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     A-1-9
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Note, 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 _________  (Cust) ______
(minor) under Uniform Gifts to Minors Act _________ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                             _____________________

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

    PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.


Dated: ____________________________ ____________________________________________


                                    Notice: The signature(s) on this Assignment
                                    must correspond with the name(s) as written
                                    upon the face of this Note in every
                                    particular, without alteration or
                                    enlargement or any change whatsoever.


                                     A-1-10

<PAGE>

                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

       In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/_/    (a)    Such Note is being transferred by the undersigned registered
              holder to a "qualified institutional buyer," as defined in Rule
              144A under the Securities Act of 1933, as amended, pursuant to the
              exemption from registration under the Securities Act of 1933, as
              amended, provided by Rule 144A thereunder.

                                       OR

/_/    (b)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is an "accredited
              investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
              Securities Act of 1933, as amended, and that the undersigned has
              been advised by the prospective transferee that such transferee
              will hold such Note for its own account, or as a fiduciary or
              agent for others (which others are also institutional accredited
              investors, unless such transferee is a bank acting in its
              fiduciary capacity), for investment purposes and not for
              distribution, subject to any requirement of law that the
              disposition of such transferee's property shall at all times be
              and remain within its control.

                                       OR

/_/    (c)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is a person that is not
              a "U.S. person" (or acquiring such Note for the account or benefit
              of a U.S. person) in an "offshore transaction," as such terms are
              defined in Regulation S under the Securities Act of 1933, as
              amended, pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S
              thereunder.


                                     A-1-11
<PAGE>

       If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any Person other than the registered holder thereof and until the conditions
to any such registration of transfer set forth in this Note and in the Indenture
shall have been satisfied.

Dated:______________              _____________________________________________
                                  [Type or print name of transferee]


                                  By:__________________________________________

                                   The signature of the registered holder must
                                   correspond with the name as written upon the
                                   face of this Note in every particular,
                                   without alteration or enlargement or any
                                   change whatsoever.

TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:______________              _____________________________________________
                                  [Type or print name of Registered holder]


                                  By:__________________________________________
                                                Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges and agrees
that this Note has not been registered under the Securities Act of 1933, as
amended, and may


                                     A-1-12
<PAGE>

not be transferred except in accordance with the resale and other transfer
restrictions set forth in the legend on the face thereof.

Dated:______________              _____________________________________________
                                  [Type or print name of Registered holder]


                                  By:__________________________________________
                                                 Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may
not be transferred except in accordance with the resale and other transfer
restrictions set forth in the legend on the face thereof.

Dated:______________              _____________________________________________
                                  [Type or print name of Registered holder]


                                  By:__________________________________________
                                                  Executive Officer


                                     A-1-13
<PAGE>

                                                                     EXHIBIT A-2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON), OR
(f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED
AND DELIVERED BY THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE &


                                     A-2-1
<PAGE>

CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC AND ANY PAYMENT IS MADE TO CEDE & OC. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [  ]                                                        PRINCIPAL AMOUNT
CUSIP NO. 828807 AD 9                                               $200,000,000


                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 200,000,000 dollars on January 20, 2011 (the
"Maturity Date"), and to pay interest thereon from January 18, 2001,
semiannually in arrears on January 20 and July 20 of each year (each, an
"Interest Payment Date"), commencing on July 20, 2001, and on the Maturity Date,
at the rate of 7 3/4% per annum, until payment of said principal sum has been
made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note


                                     A-2-2
<PAGE>

(each a "Payment Date") falls on a day that is not a Business Day, the
principal, premium, if any, or interest payable with respect to such Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Payment Date, and no interest shall accrue on the
amount so payable for the period from and after such Payment Date to such next
succeeding Business Day. "Business Day" means any day, other than a Saturday or
a Sunday on which banking institutions in New York, New York are open for
business.

       If this Note is exchanged in an Exchange Offer prior to the Record Date
for the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the Holder
of this Note on the Record Date.

       The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated January 18, 2001 (the "Registration Rights Agreement")
among the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Chase Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc. and UBS Warburg LLC (collectively, the
"Initial Purchasers").

       If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

       If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 90th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 135th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 180th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 90-day period in the case of
clause (i) above, (b) such 135-day period in the case of clause (ii) above and
(c) such 180-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions will in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 135th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note will not be entitled
to any such increase in the interest rate for any day after the 180th day
following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 90-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 180-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, will be reduced to the original interest rate provided for herein.


                                     A-2-3
<PAGE>

       If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     A-2-4
<PAGE>

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: January 18, 2001

                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner

                                          By:  ______________________________
                                                Name:
Attest:                                         Title:

By:  ______________________________
      Name:
      Title:


                                     A-2-5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     A-2-6
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee', which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. 7 3/4% Notes due 2011, initially limited in aggregate principal
amount to $200,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% of the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     A-2-7
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     A-2-8
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     A-2-9
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Note, 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 _____ (Cust) ___ (minor) under Uniform Gifts
to Minors Act ______________ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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


                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)


This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.


Dated: ____________________        _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Note in every
                                   particular, without alteration or enlargement
                                   or any change whatsoever.


                                     A-2-10
<PAGE>

                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

       In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                  [CHECK ONE]

/ /    (a)    Such Note is being transferred by the undersigned registered
              holder to a "qualified institutional buyer," as defined in Rule
              144A under the Securities Act of 1933, as amended, pursuant to the
              exemption from registration under the Securities Act of 1933, as
              amended, provided by Rule 144A thereunder.

                                       OR

/ /    (b)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is an "accredited
              investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
              Securities Act of 1933, as amended, and that the undersigned has
              been advised by the prospective transferee that such transferee
              will hold such Note for its own account, or as a fiduciary or
              agent for others (which others are also institutional accredited
              investors, unless such transferee is a bank acting in its
              fiduciary capacity), for investment purposes and not for
              distribution, subject to any requirement of law that the
              disposition of such transferee's property shall at all times be
              and remain within its control.

                                       OR

/ /    (c)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is a person that is not
              a "U.S. person" (or acquiring such Note for the account or benefit
              of a U.S. person) in an "offshore transaction," as such terms are
              defined in Regulation S under the Securities Act of 1933, as
              amended, pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S
              thereunder.


                                     A-2-11
<PAGE>

       If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any Person other than the registered holder thereof and until the conditions
to any such registration of transfer set forth in this Note and in the Indenture
shall have been satisfied.

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________

                           The signature of the registered holder must
                           correspond with the name as written upon the face of
                           this Note in every particular, without alteration or
                           enlargement or any change whatsoever.

TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of Registered holder]


                           By:__________________________________________________
                                           Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges and agrees
that this Note has not been registered under the Securities Act of 1933, as
amended, and may


                                     A-2-12
<PAGE>

not be transferred except in accordance with the resale and other transfer
restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of Registered holder]


                           By:__________________________________________________
                                             Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of Registered holder]


                           By:__________________________________________________
                                            Executive Officer


                                     A-2-13
<PAGE>

                                                                     EXHIBIT B-1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON)
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY
THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR


                                     B-1-1
<PAGE>

PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [   ]                                                       PRINCIPAL AMOUNT
CUSIP NO. U82731 AA 5                                               $300,000,000


                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer',
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 300,000,000 dollars on January 20, 2006 (the
"Maturity Date"), and to pay interest thereon from January 18, 2001,
semiannually in arrears on January 20 and July 20 of each year (each, an
"Interest Payment Date"), commencing on July 20, 2001 and on the Maturity Date,
at the rate of 7 3/8 % per annum, until payment of said principal sum has been
made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note


                                     B-1-2
<PAGE>

(each a "Payment Date") falls on a day that is not a Business Day, the
principal, premium, if any, or interest payable with respect to such Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Payment Date, and no interest shall accrue on the
amount so payable for the period from and after such Payment Date to such next
succeeding Business Day. "Business Day" means any day, other than a Saturday or
a Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York, New York are open for business.

       If this Note is exchanged in an Exchange Offer prior to a Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for the Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before the
Interest Payment Date, shall be paid on the Interest Payment Date to the Holder
of this Note on the Record Date.

       The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated January 18, 2001 (the "Registration Rights Agreement")
among the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Chase Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc. and UBS Warburg LLC (collectively, the
"Initial Purchasers").

       If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

       If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 90th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 135th day
following the Closing Date or (iii) the Exchange Offer is not consummated or a
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 180th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 90-day period in the case of
clause (i) above, (b) such 135-day period in the case of clause (ii) above and
(c) such 180-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions will in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 135th day following the Closing Date and the
Operating Partnership shall request the holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the holder of this Note will not be entitled
to any such increase in the interest rate for any day after the 180th day
following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 90-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 180-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, will be reduced to the original interest rate provided for herein.


                                     B-1-3
<PAGE>

       If a Shelf Registration Statement is declared effective pursuant to the
foregoing paragraphs, and if the Operating Partnership fails to keep such Shelf
Registration Statement continuously (x) effective or (y) useable for resales for
the period required by the Registration Rights Agreement due to certain
circumstances relating to pending corporate developments, public filings with
the Commission and similar events, or because the prospectus contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, and such failure continues for more than 60 days (whether or not
consecutive) in any 12-month period (the 61st day being referred to as the
"Default Day"), then from the Default Day until the earlier of (i) the date that
is the second anniversary of the Closing Date (or, if Rule 144(k) of the
Securities Act is amended to provide a shorter restrictive period, the end of
such shorter period) or (ii) the date as of which this Note is sold pursuant to
the Shelf Registration Statement, the Special Interest Premium shall accrue at a
rate equal to 0.50% per annum.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer or the Guarantor in respect of the Notes
or the Indenture referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     B-1-4
<PAGE>

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated:  January 18, 2001

                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner


                                          By:  ______________________________
                                                Name:
                                                Title:

Attest:

By:  ______________________________
      Name:
      Title:


                                     B-1-5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     B-1-6
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer, to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee', which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Note is one of a series designated as the Simon Property Group,
L.P. 7 3/8% Notes due 2006, initially limited in aggregate principal amount to
$300,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% of the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of




                                     B-1-7
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     B-1-8
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     B-1-9
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Definitive Security, 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 _____ (Cust) _____
(minor) under Uniform Gifts to Minors Act______________ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Definitive Security and all rights thereunder hereby irrevocably
constituting and appointing Attorney to transfer this Definitive Security on the
books of the Trustee, with full power of substitution in the premises.

Dated: ___________________________ _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Definitive Security in
                                   every particular, without alteration or
                                   enlargement or any change whatsoever.


                                     B-1-10
<PAGE>

                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THE NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

       In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/ /    (a)    Such Note is being transferred by the undersigned registered
              holder to a "qualified institutional buyer," as defined in Rule
              144A under the Securities Act of 1933, as amended, pursuant to the
              exemption from registration under the Securities Act of 1933, as
              amended, provided by Rule 144A thereunder.

                                       OR

/ /    (b)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is an "accredited
              investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
              Securities Act of 1933, as amended, and that the undersigned has
              been advised by the prospective transferee that such transferee
              will hold such Note for its own account, or as a fiduciary or
              agent for others (which others are also institutional accredited
              investors, unless such transferee is a bank acting in its
              fiduciary capacity), for investment purposes and not for
              distribution, subject to any requirement of law that the
              disposition of such transferee's property shall at all times be
              and remain within its control.

                                       OR

/ /    (c)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is a person that is not
              a "U.S. person" (or acquiring such Note for the account or benefit
              of a U.S. person) in an "offshore transaction," as such terms are
              defined in Regulation S under the Securities Act of 1933, as
              amended, pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S
              thereunder.


                                     B-1-11
<PAGE>

       If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any person other than the registered holder thereof and until the conditions
to any such transfer of registration set forth in this Note and in the Indenture
shall have been satisfied.

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________

                           The signature of the registered holder must
                           correspond with the name as written upon the face of
                           this Note in every particular, without alteration or
                           enlargement or any change whatsoever.


TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of Registered holder]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges and agrees
that this Note has not been registered under the Securities Act of 1933, as
amended, and may


                                     B-1-12
<PAGE>

not be transferred except in accordance with the resale and other transfer
restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

         The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________
                                             Executive Officer


                                     B-1-13
<PAGE>

                                                                     EXHIBIT B-2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON)
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY
THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR


                                     B-2-1
<PAGE>

PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [   ]                                                       PRINCIPAL AMOUNT
CUSIP NO. U82731 AB 3                                               $200,000,000


                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer',
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 200,000,000 dollars on January 20, 2011 (the
"Maturity Date"), and to pay interest thereon from January 18, 2001,
semiannually in arrears on January 20 and July 20 of each year (each, an
"Interest Payment Date"), commencing on July 20, 2001 and on the Maturity Date,
at the rate of 7 3/4% per annum, until payment of said principal sum has been
made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note


                                     B-2-2
<PAGE>

(each a "Payment Date") falls on a day that is not a Business Day, the
principal, premium, if any, or interest payable with respect to such Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Payment Date, and no interest shall accrue on the
amount so payable for the period from and after such Payment Date to such next
succeeding Business Day. "Business Day" means any day, other than a Saturday or
a Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York, New York are open for business.

       If this Note is exchanged in an Exchange Offer prior to a Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for the Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before the
Interest Payment Date, shall be paid on the Interest Payment Date to the Holder
of this Note on the Record Date.

       The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated January 18, 2001 (the "Registration Rights Agreement")
among the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Chase Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc. and UBS Warburg LLC (collectively, the
"Initial Purchasers").

       If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

       If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 90th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 135th day
following the Closing Date or (iii) the Exchange Offer is not consummated or a
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 180th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 90-day period in the case of
clause (i) above, (b) such 135-day period in the case of clause (ii) above and
(c) such 180-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions will in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 135th day following the Closing Date and the
Operating Partnership shall request the holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the holder of this Note will not be entitled
to any such increase in the interest rate for any day after the 180th day
following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 90-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 180-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, will be reduced to the original interest rate provided for herein.


                                     B-2-3
<PAGE>

       If a Shelf Registration Statement is declared effective pursuant to the
foregoing paragraphs, and if the Operating Partnership fails to keep such Shelf
Registration Statement continuously (x) effective or (y) useable for resales for
the period required by the Registration Rights Agreement due to certain
circumstances relating to pending corporate developments, public filings with
the Commission and similar events, or because the prospectus contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, and such failure continues for more than 60 days (whether or not
consecutive) in any 12-month period (the 61st day being referred to as the
"Default Day"), then from the Default Day until the earlier of (i) the date that
is the second anniversary of the Closing Date (or, if Rule 144(k) of the
Securities Act is amended to provide a shorter restrictive period, the end of
such shorter period) or (ii) the date as of which this Note is sold pursuant to
the Shelf Registration Statement, the Special Interest Premium shall accrue at a
rate equal to 0.50% per annum.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer or the Guarantor in respect of the Notes
or the Indenture referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     B-2-4
<PAGE>

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated:  January 18, 2001

                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner


                                          By:  ______________________________
                                                Name:
                                                Title:

Attest:

By:  ______________________________
      Name:
      Title:


                                     B-2-5
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     B-2-6
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer, to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee', which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Note is one of a series designated as the Simon Property Group,
L.P. 7 3/4% Notes due 2011, initially limited in aggregate principal amount to
$200,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% of the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     B-2-7
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     B-2-8
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     B-2-9
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Definitive Security, 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 __(Cust)___
(minor) under Uniform Gifts to Minors Act ____ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Definitive Security and all rights thereunder hereby irrevocably
constituting and appointing Attorney to transfer this Definitive Security on the
books of the Trustee, with full power of substitution in the premises.

Dated: ___________________________ _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Definitive Security in
                                   every particular, without alteration or
                                   enlargement or any change whatsoever.


                                     B-2-10
<PAGE>

                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

       In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/_/    (a)    Such Note is being transferred by the undersigned registered
              holder to a "qualified institutional buyer," as defined in Rule
              144A under the Securities Act of 1933, as amended, pursuant to the
              exemption from registration under the Securities Act of 1933, as
              amended, provided by Rule 144A thereunder.

                                       OR

/_/    (b)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is an "accredited
              investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
              Securities Act of 1933, as amended, and that the undersigned has
              been advised by the prospective transferee that such transferee
              will hold such Note for its own account, or as a fiduciary or
              agent for others (which others are also institutional accredited
              investors, unless such transferee is a bank acting in its
              fiduciary capacity), for investment purposes and not for
              distribution, subject to any requirement of law that the
              disposition of such transferee's property shall at all times be
              and remain within its control.

                                       OR

/_/    (c)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is a person that is not
              a "U.S. person" (or acquiring such Note for the account or benefit
              of a U.S. person) in an "offshore transaction," as such terms are
              defined in Regulation S under the Securities Act of 1933, as
              amended, pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S
              thereunder.


                                     B-2-11
<PAGE>

       If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any person other than the registered holder thereof and until the conditions
to any such transfer of registration set forth in this Note and in the Indenture
shall have been satisfied.

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________

                           The signature of the registered holder must
                           correspond with the name as written upon the face of
                           this Note in every particular, without alteration or
                           enlargement or any change whatsoever.


TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of Registered holder]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

         The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges and agrees
that this Note has not been registered under the Securities Act of 1933, as
amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.


                                     B-2-12
<PAGE>

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________
                                          Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

         The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name of transferee]


                           By:__________________________________________________
                                            Executive Officer


                                     B-2-13

<PAGE>

                                                                     EXHIBIT C-1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON)
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY
THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.


                                     C-1-1
<PAGE>

REGISTERED                                                            REGISTERED
NO. [   ]                                                       PRINCIPAL AMOUNT
CUSIP NO. 828807 AE 7                                               $300,000,000


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _______, or registered assigns,
the principal sum of 300,000,000 dollars on January 20, 2001 (the "Maturity
Date"), and to pay interest thereon from January 18, 2001, semiannually in
arrears on January 20 and July 20 of each year (each, an "Interest Payment
Date"), commencing on July 20, 2001, and on the Maturity Date, at the rate of 7
3/8% per annum, until payment of said principal sum has been made or duly
provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a
day on which banking institutions in New York, New York are open for business.

       If this Note is exchanged in an Exchange Offer prior to a Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note"), shall be paid on the first
Interest Payment Date for the Exchange Note(s) to the Holder or Holders of such
Exchange Note(s) on the Record Date with respect to the Exchange Note(s). If
this Note is exchanged in an Exchange Offer subsequent to the Record Date for
the first Interest Payment Date following such


                                     C-1-2
<PAGE>

exchange but on or prior to the Interest Payment Date, then any such accrued and
unpaid interest with respect to this Note and any accrued and unpaid interest on
the Exchange Note(s) issued in exchange for such Initial Note, through the day
before the Interest Payment Date, shall be paid on this Interest Payment Date to
the Holder of this Note on the Record Date.

       The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated January 18, 2001 (the "Registration Rights Agreement")
among the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Chase Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc. and UBS Warburg LLC (collectively, the
"Initial Purchasers").

       If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

       If (i) a registration statement with respect to the Notes (the "Exchange
Offer Registration Statement") is not filed with the Commission on or prior to
the 90th day following the Closing Date, (ii) the Exchange Offer Registration
Statement is not declared effective on or prior to the 135th day following the
Closing Date or (iii) the Exchange Offer is not consummated or a shelf
registration statement covering resales of the Notes (the "Shelf Registration
Statement") is not declared effective on or prior to the 180th day following the
Closing Date, the Special Interest Premium shall accrue from and including the
next day following each of (a) such 90-day period in the case of clause (i)
above, (b) such 135-day period in the case of clause (ii) above and (c) such
180-day period in the cause of clause (iii) above, in each case at a rate equal
to 0.50% per annum. The aggregate amount of the Special Interest Premium payable
pursuant to the above provisions will in no event exceed 0.50% per annum. If the
Exchange Offer Registration Statement is not declared effective on or prior to
the 135th day following the Closing Date and the Operating Partnership shall
request the holder of this Note to provide the information called for by the
Registration Rights Agreement for inclusion in the Shelf Registration Statement,
and the holder of this Note does not deliver such information to the Operating
Partnership when required pursuant to the Registration Rights Agreement, then
the holder of this Note will not be entitled to any such increase in the
interest rate for any day after the 180th day following the Closing Date. Upon
(1) the filing of the Exchange Offer Registration statement after the 90-day
period described in clause (i), (2) the effectiveness of the Exchange Offer
Registration Statement after the 135-day period described in clause (ii) above
or (3) the consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement, as the case may be, after the 180-day period described
in clause (iii) above, the interest rate on this Note from the date of such
effectiveness or consummation, as the case may be, will be reduced to the
original interest rate provided for herein.

       If a Shelf Registration Statement is declared effective pursuant to the
foregoing paragraphs, and if the Operating Partnership fails to keep such Shelf
Registration Statement continuously (x) effective or (y) useable for resales for
the period required by the Registration Rights Agreement due to certain
circumstances relating to pending corporate developments, public filings with
the Commission and similar events, or because the prospectus contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, and such failure continues for more than 60 days (whether or not
consecutive) in any 12-month period (the 61st day being referred to as the
"Default Day"), then from the Default Day until the earlier of (i) the date that
is the second anniversary of the Closing Date (or, if Rule 144(k) of the
Securities Act is amended to provide a shorter restrictive period, the end of
such shorter period) or (ii) the date as of which this Note is sold pursuant to
the Shelf Registration Statement, the Special Interest Premium shall accrue at a
rate equal to 0.50% per annum.


                                     C-1-3
<PAGE>

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer or the Guarantor in respect of the Notes
or the Indenture referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: January 18, 2001

                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner


                                          By:  ______________________________
                                                Name:
                                                Title:
Attest:

By:  ______________________________
      Name:
      Title:


                                     C-1-4
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     C-1-5
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Note is one of a series designated as the Simon Property Group,
L.P. 7 3/8% Notes due 2006, initially limited in aggregate principal amount to
$300,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% of the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     C-1-6
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
This Note may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     C-1-7
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     C-1-8
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Definitive Security, 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 ___ (Cust) ___
(minor) under Uniform Gifts to Minors Act ___________ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Definitive Security and all rights thereunder hereby irrevocably
constituting and appointing Attorney to transfer this Definitive Security on the
books of the Trustee, with full power of substitution in the premises.

Dated: ___________________________ _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Definitive Security in
                                   every particular, without alteration or
                                   enlargement or any change whatsoever.


                                     C-1-9
<PAGE>

                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

       In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/_/    (a)    Such Note is being transferred by the undersigned registered
              holder to a "qualified institutional buyer," as defined in Rule
              144A under the Securities Act of 1933, as amended, pursuant to the
              exemption from registration under the Securities Act of 1933, as
              amended, provided by Rule 144A thereunder.

                                       OR

/_/    (b)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is an "accredited
              investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
              Securities Act of 1933, as amended, and that the undersigned has
              been advised by the prospective transferee that such transferee
              will hold such Note for its own account, or as a fiduciary or
              agent for others (which others are also institutional accredited
              investors, unless such transferee is a bank acting in its
              fiduciary capacity), for investment purposes and not for
              distribution, subject to any requirement of law that the
              disposition of such transferee's property shall at all times be
              and remain within its control.

                                       OR

/_/    (c)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is a person that is not
              a "U.S. person" (or acquiring such Note for the account or benefit
              of a U.S. person) in an "offshore transaction," as such terms are
              defined in Regulation S under the Securities Act of 1933, as
              amended, pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S
              thereunder.

       If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any person other than the registered holder thereof and until the conditions
to any such transfer of registration set forth in this Note and in the Indenture
shall have been satisfied.


                                     C-1-10
<PAGE>

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________

                           The signature of the registered holder must
                           correspond with the name as written upon the face of
                           this Note in every particular, without alteration or
                           enlargement or any change whatsoever.


TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

         The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

         The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges and agrees
that this Note has not been registered under the Securities Act of 1933, as
amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.


                                     C-1-11
<PAGE>


Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

         The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________
                                            Executive Officer


                                     C-1-12
<PAGE>

                                                                     EXHIBIT C-2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST
ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH TRANSFEREE IS A BANK
ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT IS NOT A U.S.
PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON)
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY
THE TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.


                                     C-2-1
<PAGE>

REGISTERED                                                            REGISTERED
NO. [   ]                                                       PRINCIPAL AMOUNT
CUSIP NO. 828807 AF 4                                               $200,000,000


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _______, or registered assigns,
the principal sum of dollars on January 20, 2011 (the "Maturity Date"), and to
pay interest thereon from January 18, 2001, semiannually in arrears on January
20 and July 20 of each year (each, an "Interest Payment Date"), commencing on
July 20, 2001, and on the Maturity Date, at the rate of 7 3/4% per annum, until
payment of said principal sum has been made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a
day on which banking institutions in New York, New York are open for business.

       If this Note is exchanged in an Exchange Offer prior to a Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note"), shall be paid on the first
Interest Payment Date for the Exchange Note(s) to the Holder or Holders of such
Exchange Note(s) on the Record Date with respect to the Exchange Note(s). If
this Note is exchanged in an Exchange Offer subsequent to the Record Date for
the first Interest Payment Date following such exchange but on or prior to the
Interest Payment Date, then any such accrued and unpaid interest


                                     C-2-2
<PAGE>

with respect to this Note and any accrued and unpaid interest on the Exchange
Note(s) issued in exchange for such Initial Note, through the day before the
Interest Payment Date, shall be paid on this Interest Payment Date to the Holder
of this Note on the Record Date.

       The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated January 18, 2001 (the "Registration Rights Agreement")
among the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Chase Securities Inc., Banc of America
Securities LLC, Salomon Smith Barney Inc. and UBS Warburg LLC (collectively, the
"Initial Purchasers").

       If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

       If (i) a registration statement with respect to the Notes (the "Exchange
Offer Registration Statement") is not filed with the Commission on or prior to
the 90th day following the Closing Date, (ii) the Exchange Offer Registration
Statement is not declared effective on or prior to the 135th day following the
Closing Date or (iii) the Exchange Offer is not consummated or a shelf
registration statement covering resales of the Notes (the "Shelf Registration
Statement") is not declared effective on or prior to the 180th day following the
Closing Date, the Special Interest Premium shall accrue from and including the
next day following each of (a) such 90-day period in the case of clause (i)
above, (b) such 135-day period in the case of clause (ii) above and (c) such
180-day period in the cause of clause (iii) above, in each case at a rate equal
to 0.50% per annum. The aggregate amount of the Special Interest Premium payable
pursuant to the above provisions will in no event exceed 0.50% per annum. If the
Exchange Offer Registration Statement is not declared effective on or prior to
the 135th day following the Closing Date and the Operating Partnership shall
request the holder of this Note to provide the information called for by the
Registration Rights Agreement for inclusion in the Shelf Registration Statement,
and the holder of this Note does not deliver such information to the Operating
Partnership when required pursuant to the Registration Rights Agreement, then
the holder of this Note will not be entitled to any such increase in the
interest rate for any day after the 180th day following the Closing Date. Upon
(1) the filing of the Exchange Offer Registration statement after the 90-day
period described in clause (i), (2) the effectiveness of the Exchange Offer
Registration Statement after the 135-day period described in clause (ii) above
or (3) the consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement, as the case may be, after the 180-day period described
in clause (iii) above, the interest rate on this Note from the date of such
effectiveness or consummation, as the case may be, will be reduced to the
original interest rate provided for herein.

       If a Shelf Registration Statement is declared effective pursuant to the
foregoing paragraphs, and if the Operating Partnership fails to keep such Shelf
Registration Statement continuously (x) effective or (y) useable for resales for
the period required by the Registration Rights Agreement due to certain
circumstances relating to pending corporate developments, public filings with
the Commission and similar events, or because the prospectus contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, and such failure continues for more than 60 days (whether or not
consecutive) in any 12-month period (the 61st day being referred to as the
"Default Day"), then from the Default Day until the earlier of (i) the date that
is the second anniversary of the Closing Date (or, if Rule 144(k) of the
Securities Act is amended to provide a shorter restrictive period, the end of
such shorter period) or (ii) the date as of which this Note is sold pursuant to
the Shelf Registration Statement, the Special Interest Premium shall accrue at a
rate equal to 0.50% per annum.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of


                                     C-2-3
<PAGE>

Manhattan, The City of New York. The Issuer hereby initially designates the
Corporate Trust Office of the Trustee in The City of New York as the office to
be maintained by it where Notes may be presented for payment, registration of
transfer or exchange, and where notices to or demands upon the Issuer or the
Guarantor in respect of the Notes or the Indenture referred to on the reverse
hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: January 18, 2001

                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner


                                          By:  ______________________________
                                                Name:
                                                Title:
Attest:

By:  ______________________________
      Name:
      Title:


                                     C-2-4
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     C-2-5
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Note is one of a series designated as the Simon Property Group,
L.P. 7 3/4% Notes due 2011, initially limited in aggregate principal amount to
$200,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% of the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     C-2-6
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
This Note may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     C-2-7
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     C-2-8
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Definitive Security, 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 _______ (Cust)
(minor) under Uniform Gifts to Minors Act _______ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Definitive Security and all rights thereunder hereby irrevocably
constituting and appointing Attorney to transfer this Definitive Security on the
books of the Trustee, with full power of substitution in the premises.

Dated: ___________________________ _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Definitive Security in
                                   every particular, without alteration or
                                   enlargement or any change whatsoever.


                                     C-2-9
<PAGE>

                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

       In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/_/    (a)    Such Note is being transferred by the undersigned registered
              holder to a "qualified institutional buyer," as defined in Rule
              144A under the Securities Act of 1933, as amended, pursuant to the
              exemption from registration under the Securities Act of 1933, as
              amended, provided by Rule 144A thereunder.

                                       OR

/_/    (b)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is an "accredited
              investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the
              Securities Act of 1933, as amended, and that the undersigned has
              been advised by the prospective transferee that such transferee
              will hold such Note for its own account, or as a fiduciary or
              agent for others (which others are also institutional accredited
              investors, unless such transferee is a bank acting in its
              fiduciary capacity), for investment purposes and not for
              distribution, subject to any requirement of law that the
              disposition of such transferee's property shall at all times be
              and remain within its control.

                                       OR

/_/    (c)    Such Note is being transferred by the undersigned registered
              holder to an institutional investor which is a person that is not
              a "U.S. person" (or acquiring such Note for the account or benefit
              of a U.S. person) in an "offshore transaction," as such terms are
              defined in Regulation S under the Securities Act of 1933, as
              amended, pursuant to the exemption from registration under the
              Securities Act of 1933, as amended, provided by Regulation S
              thereunder.

       If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any person other than the registered holder thereof and until the conditions
to any such transfer of registration set forth in this Note and in the Indenture
shall have been satisfied.


                                     C-2-10
<PAGE>

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________

                           The signature of the registered holder must
                           correspond with the name as written upon the face of
                           this Note in every particular, without alteration or
                           enlargement or any change whatsoever.


TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges and agrees
that this Note has not been registered under the Securities Act of 1933, as
amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.


                                     C-2-11
<PAGE>

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________
                                            Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

       The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:______________       _____________________________________________________
                           [Type or print name or transferee]


                           By:__________________________________________________
                                            Executive Officer


                                     C-2-12

<PAGE>

                                                                     EXHIBIT D-1

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.


REGISTERED                                                            REGISTERED
NO. [   ]                                                       PRINCIPAL AMOUNT
CUSIP NO. 828807 AG 2                                               $300,000,000

                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 300,000,000 dollars on January 20, 2006 (the
"Maturity Date"), and to pay interest thereon from January 18, 2001 semiannually
in arrears on January 20 and July 20 of each year (each, an "Interest Payment
Date"), commencing on July 20, 2001, and on the Maturity Date, at the rate of 7
3/8% per annum, until payment of said principal sum has been made or duly
provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.


                                     D-1-1
<PAGE>

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer or the Guarantor in respect of the Notes
or the Indenture referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     D-1-2
<PAGE>

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated:   January 18, 2001


                                           SIMON PROPERTY GROUP, L.P.
                                                    as Issuer

                                           By:      SIMON PROPERTY GROUP, INC.
                                                    its Managing General Partner


                                           By:  ______________________________
                                                 Name:
                                                 Title:



Attest:

By:  ______________________________
      Name:
      Title:



                                     D-1-3
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     D-1-4
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. 7 3/8% Notes due 2006, initially limited in aggregate principal
amount to $300,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     D-1-5
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Securities of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Securities of authorized denominations in an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge,
except for any tax or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     D-1-6
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     D-1-7
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Note, 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 _____ (Cust)
(minor) under Uniform Gifts to Minors Act _____ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.

Dated: ___________________________ _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Note in every
                                   particular, without alteration or enlargement
                                   or any change whatsoever.


                                      D-1-8

<PAGE>

                                                                     EXHIBIT D-2

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.


REGISTERED                                                            REGISTERED
NO. [   ]                                                       PRINCIPAL AMOUNT
CUSIP NO. 828807 AH 0                                               $200,000,000

                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 200,000,000 dollars on January 20, 2011 (the
"Maturity Date"), and to pay interest thereon from January 18, 2001 semiannually
in arrears on January 20 and July 20 of each year (each, an "Interest Payment
Date"), commencing on July 20, 2001, and on the Maturity Date, at the rate of 7
3/4% per annum, until payment of said principal sum has been made or duly
provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which will be 15 calendar days prior to such
payment date or the Maturity Date, as the case may be, regardless of whether
such day is a Business Day (as defined below). Any interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Holder in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
subsequent record date for the payment of such defaulted interest (which shall
be not less than 10 calendar days prior to the date of the payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

                                     D-2-1
<PAGE>

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer or the Guarantor in respect of the Notes
or the Indenture referred to on the reverse hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     D-2-2
<PAGE>

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated:   January 18, 2001


                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   its Managing General Partner


                                          By:  ______________________________
                                                Name:
                                                Title:



Attest:

By:  ______________________________
      Name:
      Title:


                                     D-2-3
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     D-2-4
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. 7 3/4% Notes due 2011, initially limited in aggregate principal
amount to $200,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     D-2-5
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Securities of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Securities of authorized denominations in an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge,
except for any tax or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     D-2-6
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     D-2-7
<PAGE>

                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face of
this Note, 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 ___(Cust)___
(minor) under Uniform Gifts to Minors Act _____(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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

                                   ----------

                                   ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.

Dated: ___________________________ _____________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) as written
                                   upon the face of this Note in every
                                   particular, without alteration or enlargement
                                   or any change whatsoever.


                                     D-2-8
<PAGE>

                                                                     EXHIBIT E-1

REGISTERED                                                            REGISTERED
NO. [  ]                                                        PRINCIPAL AMOUNT
CUSIP NO. [    ]                                                    $300,000,000


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006


       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 300,000,000 dollars on January 18, 2001, (the
"Maturity Date"), and to pay interest thereon from January 18, 2001,
semiannually in arrears on January 20 and July 20 of each year (each, an
"Interest Payment Date"), commencing on July 20, 2001, and on the Maturity Date,
at the rate of 7 3/8% per annum, until payment of said principal sum has been
made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to the Note at the close of business on the "Record
Date" for such payment, which will be 15 calendar days prior to such payment
date or the Maturity Date, as the case may be, regardless of whether such day is
a Business Day (as defined below). Any interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Holder in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on a subsequent
record date for the payment of such defaulted interest (which shall be not less
than 10 calendar days prior to the date of the payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of


                                     E-1-1
<PAGE>

Manhattan, The City of New York. The Issuer hereby initially designates the
Corporate Trust Office of the Trustee in The City of New York as the office to
be maintained by it where Notes may be presented for payment, registration of
transfer or exchange, and where notices to or demands upon the Issuer or the
Guarantor in respect of the Notes or the Indenture referred to on the reverse
hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: January 18, 2001
                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

Attest:
                                          By:      SIMON PROPERTY GROUP, INC.
                                                   its Managing General Partner

By:  ___________________________          By:  ______________________________
      Name:                                     Name:
      Title:                                    Title:


                                     E-1-2
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     E-1-3
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/8% NOTE DUE 2006

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. 7 3/8% Notes due 2006, initially limited in aggregate principal
amount to $300,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     E-1-4
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Securities of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Securities of authorized denominations in an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge,
except for any tax or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     E-1-5
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     E-1-6
<PAGE>

                                                                     EXHIBIT E-2


REGISTERED                                                            REGISTERED
NO. [  ]                                                        PRINCIPAL AMOUNT
CUSIP NO. [    ]                                                    $200,000,000


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011


       Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of 200,000,000 dollars on January 18, 2001, (the
"Maturity Date"), and to pay interest thereon from January 18, 2001,
semiannually in arrears on January 20 and July 20 of each year (each, an
"Interest Payment Date"), commencing on July 20, 2001, and on the Maturity Date,
at the rate of 7 3/4% per annum, until payment of said principal sum has been
made or duly provided for.

       The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to the Note at the close of business on the "Record
Date" for such payment, which will be 15 calendar days prior to such payment
date or the Maturity Date, as the case may be, regardless of whether such day is
a Business Day (as defined below). Any interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Holder in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on a subsequent
record date for the payment of such defaulted interest (which shall be not less
than 10 calendar days prior to the date of the payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of the Notes not less than 10 calendar days preceding such
subsequent record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture (as defined below). Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.

       Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including January 18, 2001, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date will be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

       The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of


                                     E-2-1
<PAGE>

Manhattan, The City of New York. The Issuer hereby initially designates the
Corporate Trust Office of the Trustee in The City of New York as the office to
be maintained by it where Notes may be presented for payment, registration of
transfer or exchange, and where notices to or demands upon the Issuer or the
Guarantor in respect of the Notes or the Indenture referred to on the reverse
hereof may be served.

       Payments of principal and interest in respect of this Note will be made
by wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

       This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.

       IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: January 18, 2001
                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

Attest:
                                          By:      SIMON PROPERTY GROUP, INC.
                                                   its Managing General Partner

By:  ___________________________          By:  ______________________________
      Name:                                     Name:
      Title:                                    Title:


                                     E-2-2
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                          THE CHASE MANHATTAN BANK
                                                   as Trustee


                                          By:  ______________________________
                                                   Authorized Officer


                                     E-2-3
<PAGE>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                              7 3/4% NOTE DUE 2011

       This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to The Chase Manhattan
Bank, as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental thereto
relating to this Note (including, without limitation, the Eighth Supplemental
Indenture, dated as of January 18, 2001, between the Issuer and the Trustee)
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered and for the definition of capitalized
terms used hereby and not otherwise defined. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. 7 3/4% Notes due 2011, initially limited in aggregate principal
amount to $200,000,000 (the "Notes").

       In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

       The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of
(i) 100% the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption will be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption will specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

       The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture, or
(iii) reduce the percentage of Securities the Holders of which are required to
consent to any waiver of


                                     E-2-4
<PAGE>

compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other changes to
the Indenture or any supplemental indenture or in the rights of Holders of the
Securities. The Indenture also permits the Holders of a majority in principal
amount of the Outstanding Securities of any series (or, in the case of certain
defaults or Events of Default, all series of Securities), on behalf of the
Holders of all the Securities of such series (or all of the Securities, as the
case may be), to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults or Events of Default under the Indenture and
their consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

       Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. and SPG
Properties, Inc. or such partner's assets or against any principal, shareholder,
officer, director, trustee or employee of such partner. It is expressly
understood that the sole remedies under the Securities and the Indenture or
under any other document with respect to the Securities, against such parties
with respect to such amounts, obligations or claims shall be against the Issuer.

       This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Securities of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Securities of authorized denominations in an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge,
except for any tax or other governmental charge imposed in connection therewith.

       The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


                                     E-2-5
<PAGE>

       This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise by required by mandatory provisions of law.

       Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Eighth
Supplemental Indenture hereinafter referred to.


                                     E-2-6