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                                                                     Exhibit 3.3

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              INCREASING RATE CUMULATIVE PREFERRED STOCK, SERIES I

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF

                              THE STATE OF DELAWARE


     General Growth Properties, Inc., a Delaware corporation (the
"Corporation"), hereby certifies that the following resolution creating a series
of its preferred stock, par value $100 per share, designated as the Increasing
Rate Cumulative Preferred Stock, Series I, has been adopted by the Board of
Directors of the Corporation (the "Board") on February 23, 2007 pursuant to the
authority contained in Article IV of its Restated Certificate of Incorporation
(as the same may be hereafter amended, modified or supplemented, the
"Certificate of Incorporation"), and in accordance with Section 151 of the
General Corporation Law of the State of Delaware (the "DGCL").

     WHEREAS, the Board is authorized, within the limitations and restrictions
stated in its Certificate of Incorporation, to provide for the issuance of
preferred stock in series and to establish the number of shares to be included
in each such series and to fix the designation, powers, preferences and rights
of the shares of each such series and the qualifications, limitations and
restrictions thereof; and

     WHEREAS, it is the desire of the Board, pursuant to its authority as
aforesaid, to authorize and fix the terms of the preferred stock to be
designated the "Increasing Rate Cumulative Preferred Stock, Series I" and the
number of shares constituting such preferred stock.

     NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
Increasing Rate Cumulative Preferred Stock, Series I on the terms and with the
provisions herein set forth.

I.   Certain Definitions.

     For purposes of this Certificate of Designations, Preferences and Rights,
the following terms shall have the meanings indicated:

     "Affiliate" has the meaning specified in the Contingent Stock Agreement.

     "Base Rate" has the meaning specified in Section III(c) hereof.

     "Board" has the meaning specified in the first paragraph of this
     Certificate.

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     "Business Day" means any day on which state or federally chartered
financial institutions are not authorized or required to close in New York, New
York.

     "Capital Stock" means shares of any class or series of capital stock of the
Corporation, including the Common Stock and the Preferred Stock.

     "Certificate" means this Certificate of Designations, Preferences and
Rights, as the same may hereafter be amended, modified or supplemented.

     "Certificate of Incorporation" has the meaning specified in the first
paragraph of this Certificate.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Corporation and any securities issued or issuable with respect to any such
common stock by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.

     "Contingent Stock Agreement" means that certain Contingent Stock Agreement
dated as of January 1, 1996, executed by The Rouse Company, a Maryland
corporation and predecessor in interest to the Corporation, for the benefit of
the Holders and the Representatives described therein, as the same may hereafter
be amended, modified or supplemented pursuant to the express terms thereof.

     "Corporation" has the meaning specified in the first paragraph of this
Certificate.

     "Current Share Value" means, as of any date (the "computation date"), the
average of the closing per share sales prices of Common Stock during the ten
trading days consisting of (i) the five consecutive trading days ending on the
last day of the calendar month immediately preceding the calendar month in which
the computation date falls, and (ii) the five consecutive trading days ending on
the computation date, in each case, on the Composite Tape of the New York Stock
Exchange or, if shares of Common Stock are not then listed on the New York Stock
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934, as amended, on which shares of Common Stock
are then listed or, if shares of Common Stock are not then listed on any such
stock exchange, the average of the average closing bid and ask quotations with
respect to a share of Common Stock during the ten trading days consisting of (A)
the five consecutive trading days ending on the last day of the calendar month
immediately preceding the computation date and (B) the five consecutive trading
days ending on the computation date, in each case, on The Nasdaq Stock Market or
any successor system then in use or, if no such quotations are then available,
the average of the bid and asked prices for such trading days as furnished by a
member firm of the New York Stock Exchange regularly making a market in the
Common Stock selected for such purpose by the Board or, if no such member firm
is then making a market in the Common Stock, the fair market value on the
computation date of a share of Common Stock as determined in good faith by a
majority of the members of the Board after consultation with an independent
financial advisor of recognized national standing.

     "DGCL" has the meaning specified in the first paragraph of this
     Certificate.

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     "Dividend Payment Date" means the first Business Day after the last day of
each Dividend Period.

     "Dividend Period" means the six-month period beginning on each January 1
and July 1 of each year; provided, however, that the final Dividend Period with
respect to any share of Exchangeable Preferred Stock shall end on the date that
such share of Exchangeable Preferred Stock is redeemed or exchanged by the
Corporation in accordance with the terms of this Certificate.

     "Dividend Rate" has the meaning specified in Section III(c) hereof.

     "Exchange" has the meaning specified in Section VI(a) hereof.

     "Exchange Notice" has the meaning specified in Section VI(c) hereof.

     "Exchangeable Preferred Stock" has the meaning specified in Section II
     hereof.

     "Issue Date" means, with respect to any share of Exchangeable Preferred
Stock, the actual original date of issuance of such share.

     "Junior Dividend Stock" means the Common Stock and any other Capital Stock
ranking junior to the Exchangeable Preferred Stock with respect to payments of
dividends.

     "Junior Liquidation Stock" means the Common Stock and any other Capital
Stock ranking junior to the Exchangeable Preferred Stock with respect to
distributions of assets upon Liquidation.

     "Junior Stock" means the Common Stock and any other Capital Stock ranking
junior to the Exchangeable Preferred Stock with respect to distributions of
assets upon Liquidation and with respect to payments of dividends.

     "Liquidation" means any dissolution, liquidation (complete or partial) or
winding up of the Corporation, whether voluntary or involuntary.

     "Liquidation Payment" has the meaning specified in Section IV(a) hereof.

     "Liquidation Value" means, with respect to any share of Exchangeable
Preferred Stock at any time, $10,000 plus all dividends (whether or not earned
or declared) accrued and unpaid on such share as of such time.

     "Merger" means the merger or consolidation of the Corporation with or into
another Person.

     "Parity Dividend Stock" means any Capital Stock ranking on a parity with
the Exchangeable Preferred Stock with respect to payments of dividends.

     "Parity Liquidation Stock" means any Capital Stock ranking on a parity with
the Exchangeable Preferred Stock with respect to distributions of assets upon
Liquidation.

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     "Parity Stock" means any Capital Stock ranking on a parity with the
Exchangeable Preferred Stock with respect to distributions of assets upon
Liquidation and with respect to payments of dividends.

     "Person" means any individual, firm, corporation, trust, association,
company, limited liability company, joint stock company, partnership, joint
venture, governmental authority or other entity or enterprise.

     "Preferred Stock" shall mean the preferred stock, par value $100 per share,
of the Corporation.

     "Prior Stock" means any Capital Stock ranking prior to the Exchangeable
Preferred Stock with respect to distributions of assets upon Liquidation or with
respect to payments of dividends.

     "Record Date" means, with respect to any Dividend Period, the date which is
15 days prior to the last day of such Dividend Period.

     "Redemption Notice" has the meaning specified in Section V hereof.

     "Redemption Price" means, with respect to any share of Exchangeable
Preferred Stock on any Dividend Payment Date, an amount equal to the sum of (i)
110% of the Liquidation Value (determined by excluding accrued and unpaid
dividends) of such share as of such Dividend Payment Date plus (ii) the amount
of any and all accrued and unpaid dividends (whether or not earned or declared)
on such share as of such Dividend Payment Date.

     "Representatives" has the meaning specified in the Contingent Stock
Agreement.

     "Series A Preferred Stock" means the Preferred Stock designated as Series A
Junior Participating Preferred Stock.

     "Series C Preferred Stock" means the Preferred Stock designated as 8.5%
Cumulative Convertible Preferred Stock, Series C.

     "Series G Preferred Stock" shall mean the Preferred Stock designated as
8.95% Cumulative Redeemable Preferred Stock, Series G.

     "Series H Preferred Stock" means the Preferred Stock designated as 7%
Cumulative Convertible Preferred Stock, Series H.

     "Spread" has the meaning specified in Section III(c) hereof.

     "Trust" has the meaning specified in Section VI(d) hereof.

II.  Designation and Number of Shares.

     A series of Preferred Stock, designated the "Increasing Rate Cumulative
Preferred Stock, Series I" (the "Exchangeable Preferred Stock"), is hereby
established. The par value of the Exchangeable Preferred Stock is $100 per
share, which is not a change in the par value per share

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of the Preferred Stock as set forth in the Certificate of Incorporation. The
authorized number of shares of Exchangeable Preferred Stock is 100,000. The
Exchangeable Preferred Stock shall not have any relative, participating,
optional or other special rights and powers other than as set forth herein.

III. Dividends.

     (a) With respect to each Dividend Period, the holder of record of each
share of Exchangeable Preferred Stock on the applicable Record Date shall be
entitled to receive on the applicable Dividend Payment Date, when, as and if
declared by the Board, out of funds legally available for the payment of
dividends, the dividends accrued on such share during such Dividend Period,
payable in cash. Such dividends with respect to each share of Exchangeable
Preferred Stock shall be cumulative and shall accrue (whether or not earned or
declared) from the Issue Date of such share until such share is redeemed or
exchanged in accordance with this Certificate.

     (b) The amount of dividends accrued on any share of Exchangeable Preferred
Stock at the end of any Dividend Period shall be the amount of any unpaid
dividends accrued thereon to and including the last day of such Dividend Period,
whether or not earned or declared. The amount of dividends accrued on any share
of Exchangeable Preferred Stock at any date other than the last day of any
Dividend Period shall be the sum of (i) the amount of any unpaid dividends
accrued thereon to and including the last day of the immediately preceding
Dividend Period, whether or not earned or declared, plus (ii) an amount
calculated on the basis of the Dividend Rate applicable to the Dividend Period
in which such date occurs for the period commencing with the first day of such
Dividend Period (or the Issue Date with respect thereto, if later) to and
including the date of calculation, based upon the number of days elapsed in such
Dividend Period in relation to the total number of days in such Dividend Period.
For purposes of this paragraph (b) dividends shall be deemed to accrue daily.

     (c) Each share of Exchangeable Preferred Stock that is outstanding during a
Dividend Period shall accrue dividends for such Dividend Period, based on the
applicable Liquidation Value of such share of Exchangeable Preferred Stock, at a
rate per annum (the "Dividend Rate") equal to the Base Rate plus the Spread, in
each case as in effect during such Dividend Period; provided, however, that in
the event that any share of Exchangeable Preferred Stock shall have an Issue
Date other than on the first day of any Dividend Period, the dividend with
respect to such share during the Dividend Period in which such Issue Date occurs
shall be calculated on the basis of the applicable Dividend Rate for such
Dividend Period for the period commencing with the Issue Date to and including
the last day of such Dividend Period. "Base Rate" means (i) with respect to the
Dividend Period during which the Corporation issues shares of Exchangeable
Preferred Stock for the first time, the dividend rate, as determined by a
nationally recognized investment banking firm selected by the Corporation for
such purpose and reasonably acceptable to the Representatives, which would be
required in order for the Corporation to successfully sell at par (i.e., stated
liquidation value), in a private placement transaction, a class or series of its
perpetual preferred stock as of such time and (ii) with each subsequent Dividend
Period, the dividend rate, as determined by a nationally recognized investment
banking firm selected by the Corporation for such purpose and reasonably
acceptable to the Representatives, which would be required in order for the
Corporation to successfully sell at par (i.e., stated liquidation value), in a

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private placement transaction, a class of its perpetual preferred stock as of
the first day of such Dividend Period. The "Spread" (i) for the Dividend Period
during which the Corporation issues shares of Exchangeable Preferred Stock for
the first time shall be 3.50% per annum and (ii) for each Dividend Period
thereafter shall be the Spread for the immediately preceding Dividend Period
plus 0.50%.

     (d) Except as provided in subsection II(e) herein, so long as any shares of
Exchangeable Preferred Stock are outstanding, (i) no dividends (other than in
Common Stock or other Junior Stock) shall be paid or set apart for payment upon
the Junior Stock or Parity Stock for any period and (ii) no Junior Stock or
Parity Stock shall be redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made available for a sinking fund for
the redemption of any such Capital Stock) by the Corporation (except by
conversion into or exchange for other Junior Stock or by redemptions for the
purpose of maintaining the Corporation's qualification as a real estate
investment trust ("REIT") for U.S. federal income tax purposes) unless, in the
case of either clause (i) or (ii), full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Exchangeable Preferred Stock
for all Dividend Periods ending on or prior to the dividend payment date for
such Junior Stock or Parity Stock or the date of such redemption, purchase or
other acquisition.

     (e) When dividends are not paid in full (or a sum sufficient for such full
payment is not set apart for such payment) upon the Exchangeable Preferred Stock
and any other Parity Dividend Stock, all dividends declared upon the
Exchangeable Preferred Stock and any other Parity Dividend Stock shall be
declared pro rata so that the amount of dividends declared per share of
Exchangeable Preferred Stock and such Parity Stock shall in all cases bear to
each other the same ratio that accrued dividends per share on the Exchangeable
Preferred Stock and such other Capital Stock (which shall not include any
accumulation in respect of unpaid dividends for prior dividend periods if such
Parity Dividend Stock does not have a cumulative dividend) bear to each other.

IV.  Liquidation.

     (a) Each share of Exchangeable Preferred Stock shall be preferred over the
shares of Junior Liquidation Stock, as to assets, so that, in the event of any
Liquidation, the holders of Exchangeable Preferred Stock shall be entitled to
receive out of the assets of the Corporation available for distribution to its
stockholders (whether from capital, surplus or earnings), before any
distribution is made to the holders of shares of Junior Liquidation Stock upon
such Liquidation, an amount in cash equal to the Liquidation Value multiplied by
the number of outstanding shares of Exchangeable Preferred Stock (the
"Liquidation Payment"). If, upon any Liquidation, the assets (or proceeds
thereof) distributable among the holders of Exchangeable Preferred Stock and any
Parity Liquidation Stock are insufficient to pay the Liquidation Payment and the
liquidating payments to be made with respect to such Parity Liquidation Stock in
full, then such assets (or the proceeds thereof) shall be distributable among
such holders ratably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were payable in full.

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     (b) Written notice of any Liquidation, stating a payment date, the amount
of the Liquidation Payment and the place where the amount distributable shall be
payable, shall be given, not less than 30 nor more than 60 days prior to the
payment date stated therein, to each holder of record of Exchangeable Preferred
Stock.

     (c) For the purposes of this Section IV, neither any Merger nor any
voluntary sale, lease, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all of the
property or assets of the Corporation shall be deemed to be a Liquidation,
unless such voluntary sale, lease, conveyance, exchange or transfer shall be in
connection with a plan of liquidation, dissolution or winding up of the
Corporation.

     (d) After the payment in cash to the holders of Exchangeable Preferred
Stock of the full amount of the Liquidation Payment with respect to all
outstanding shares of Exchangeable Preferred Stock, the holders of outstanding
shares of Exchangeable Preferred Stock shall have no right or claim, based
solely on their ownership of shares of Exchangeable Preferred Stock, to any of
the remaining assets of the Corporation.

V.   Redemption.

     (a) The holder of any share of Exchangeable Preferred Stock may, at his or
its option elect to have the Corporation redeem, on any Dividend Payment Date,
all or any number of whole shares of Exchangeable Preferred Stock held by such
holder on such Dividend Payment Date, such election to be made by providing
written notice of such election and the number of shares of Exchangeable
Preferred Stock elected to be redeemed to the Corporation (a "Redemption
Notice") not less than 30 nor more than 60 days prior to the applicable Dividend
Payment Date; provided, however, that in no event may a Redemption Notice be
given with respect to any share of Exchangeable Preferred Stock prior to the
first anniversary of the Issue Date of such share. The Corporation shall, on the
applicable Dividend Payment Date, redeem the shares of Exchangeable Preferred
Stock elected to be redeemed pursuant to such Redemption Notice and pay the
holder of such shares the Redemption Price therefor, provided the Corporation
has sufficient legally available funds for such purpose and otherwise is
permitted to do so under the Certificate of Incorporation (provided that any
failure to redeem any such shares due to the Corporation not having sufficient
legally available funds for such purpose shall cause the Special Voting Right in
Section VII to become exercisable). Prior to such Dividend Payment Date, as
promptly as possible after the Redemption Price can be determined, the
Corporation shall deliver to each holder of shares to be redeemed an accurate
copy of the calculation of the Redemption Price. In the event that the
Corporation is required to redeem any shares of Exchangeable Preferred Stock and
does not have sufficient funds legally available to redeem all of such shares or
otherwise is not permitted to do so under the Certificate of Incorporation, it
shall use all of the funds that it does have available and is permitted to use
for such purpose, if any, to redeem such number of shares of Exchangeable
Preferred Stock as is possible with such funds, pro rata, among all holders of
Exchangeable Preferred Stock which have previously provided the Corporation with
a Redemption Notice and for which all or any portion of the shares of
Exchangeable Preferred Stock elected to be redeemed thereunder have not been
redeemed.

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     (b) Upon any redemption of shares of Exchangeable Preferred Stock, the
shares of Exchangeable Preferred Stock so redeemed shall have the status of
authorized and unissued shares of preferred stock of the Corporation,
unclassified as to series, and the number of shares of preferred stock which the
Corporation shall have authority to issue shall not be decreased by the
redemption of such shares of Exchangeable Preferred Stock; provided, however,
that no shares of Exchangeable Preferred Stock which are redeemed shall be
reissued as Exchangeable Preferred Stock except pursuant to the Contingent Stock
Agreement.

VI.  Exchange.

     (a) Except as provided below, the Corporation may, at its sole option, on
any Dividend Payment Date, exchange shares of Common Stock for any shares of
Exchangeable Preferred Stock then outstanding, in whole or in part (each, an
"Exchange"); provided, however, that, as a condition to any Exchange, the
Corporation shall simultaneously with such Exchange pay the holder of each share
of Exchangeable Preferred Stock being exchanged an amount equal to the amount of
any and all accrued and unpaid dividends (whether or not earned or declared) on
such share of Exchangeable Preferred Stock to the date of such Exchange.

     (b) In connection with any Exchange, the number of shares of Common Stock
to be exchanged for each share of Exchangeable Preferred Stock shall be a number
equal to the Liquidation Value of such share of Exchangeable Preferred Stock on
the Dividend Payment Date on which such Exchange is to be consummated (after
giving effect to the payment of accrued and unpaid dividends pursuant to Section
VI(a) above) divided by Current Share Value as of the last day of the Dividend
Period immediately preceding the Dividend Payment Date on which such Exchange is
to be consummated.

     (c) Not less than 30 nor more than 60 days prior to the date fixed for any
Exchange, a notice of the time, date and place thereof shall be given to the
holders of record of the shares of Exchangeable Preferred Stock to be exchanged
(an "Exchange Notice"), such Exchange Notice to specify the number of shares of
Exchangeable Preferred Stock to be exchanged and the date fixed for such
Exchange. Upon giving any Exchange Notice, the Corporation shall be obligated to
effect the Exchange described therein.

     (d) The Corporation may, prior to the Dividend Payment Date on which any
shares of Exchangeable Preferred Stock are to be exchanged, deposit the
aggregate number of shares of Common Stock and the amount of any dividends
required to be paid pursuant to paragraph (a) above in an irrevocable trust with
a bank or trust company located in New York, New York and having capital and
surplus of not less than $500,000,000 (a "Trust"), for the benefit of the
holders of the shares of Exchangeable Preferred Stock to be exchanged. If notice
of such Exchange shall have been duly mailed, and upon making such deposit, or,
if no such deposit is made, then upon the applicable Dividend Payment Date
(provided that the shares of Common Stock and dividends required to be delivered
and paid in exchange therefor are made available by the Corporation on such
date), the holders of the shares of Exchangeable Preferred Stock to be exchanged
on such Dividend Payment Date shall cease to be stockholders with respect to the
shares of Exchangeable Preferred Stock to be exchanged and, thereafter, such
shares shall no longer be transferable on the books of the Corporation and such
holders shall have no interest in or claim against the Corporation with respect
to such shares other than the right to receive the

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shares of Common Stock for which such shares are being exchanged and any
dividends required to be paid thereon pursuant to paragraph (a) above upon
surrender of the certificate or certificates for such shares. Any shares of
Common Stock or funds deposited with a Trust in connection with any Exchange
which are unclaimed at the end of two years from the date fixed for such
Exchange shall be redelivered and repaid to the Corporation upon its request
and, thereafter, the holders of shares of Exchangeable Preferred Stock which are
the subject of such Exchange shall look only to the Corporation for delivery of
such shares of Common Stock and the payment of such dividends. The Board may
cause the transfer books of the Corporation to be closed with respect to any
shares of Exchangeable Preferred Stock which are the subject of an Exchange
Notice.

     (e) If less than all of the outstanding shares of Exchangeable Preferred
Stock are to be exchanged in connection with any Exchange, the shares of
Exchangeable Preferred Stock to be exchanged shall be determined pro rata (as
nearly as possible) among all holders of Exchangeable Preferred Stock, according
to the respective number of shares of Exchangeable Preferred Stock held by each
such holder (and for such purpose, if any holder holds shares of Exchangeable
Preferred Stock evidenced by more than one certificate, such Exchange shall also
be allocated on such basis among such certificates as such holder shall request
on a timely basis).

     (f) Upon any exchange of shares of Exchangeable Preferred Stock pursuant to
this Section VI, the shares of Exchangeable Preferred Stock so exchanged shall
have the status of authorized and unissued shares of preferred stock of the
Corporation, unclassified as to series, and the number of shares of preferred
stock which the Corporation shall have authority to issue shall not be decreased
by the exchange of such shares of Exchangeable Preferred Stock; provided,
however, that no shares of Exchangeable Preferred Stock which are exchanged
shall be reissued as Exchangeable Preferred Stock except pursuant to the
Contingent Stock Agreement.

VII. Voting.

     (a) The holders of shares of Exchangeable Preferred Stock shall have no
voting rights whatsoever, except for any voting rights to which such holders may
be entitled under the laws of the State of Delaware and except that the holders
of the outstanding shares of Exchangeable Preferred Stock shall have the
exclusive right (the "Special Voting Right"), voting separately as a class, to
elect one of the members of the Board if and whenever at any time or times (i)
dividends (whether or not earned or declared) payable on Exchangeable Preferred
Stock for one or more Dividend Periods shall be in arrears and unpaid or (ii)
the Corporation shall fail to effect any redemption required to be made pursuant
to Section V hereof or any Exchange required to be made pursuant to Section VI
hereof. If the Special Voting Right shall vest as provided in the preceding
sentence, it shall continue until such time as (A) all cumulative dividends
accumulated on all shares of Exchangeable Preferred Stock (whether or not earned
or declared) shall have been paid in full, (B) all redemptions required to be
made pursuant to Section V hereof shall have been made and (C) all Exchanges
required to be made pursuant to Section VI hereof have been made, at which time
the Special Voting Right shall terminate, subject to revesting in the event of
each and every subsequent occurrence of one or more of the events described in
clauses (i) and (ii) of the preceding sentence.

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     (b) Upon the vesting of the Special Voting Right, the authorized number of
directors constituting the Board shall, without further action, be increased by
one and the vacancy so created shall be filled only by vote of the holders of
the outstanding shares of Exchangeable Preferred Stock. Whenever the Special
Voting Right shall have vested, such Right may be exercised initially either at
a special meeting of the holders of Exchangeable Preferred Stock, called as
hereinafter provided, or at any annual meeting of stockholders, or by the
written consent of the holders of outstanding shares of Exchangeable Preferred
Stock. Each director elected by the holders of the Exchangeable Preferred Stock
upon exercise of the Special Voting Right shall hold office until the next
annual meeting of stockholders and until his successor shall have been duly
elected and qualified; provided, however, that the term of office of any
incumbent director so elected shall terminate concurrently with the termination
of the Special Voting Right and upon such termination the number of directors
constituting the Board shall, without further action, be reduced by one, subject
always to increase as provided above upon revesting of the Special Voting Right.

     (c) At any time when the Special Voting Right shall have vested and if such
Right shall not already have been initially exercised, a proper officer of the
Corporation shall, upon the written request of the holders of record of at least
10% of the outstanding shares of Exchangeable Preferred Stock, addressed to the
Secretary of the Corporation, call a special meeting of the holders of
Exchangeable Preferred Stock and of any other class or classes of stock having
voting power with respect thereto for the purpose of electing directors. Such
meeting shall be held at the earliest practicable date upon the notice required
for annual meetings of stockholders at the place for holding annual meetings of
stockholders of the Corporation or, if none, at a place reasonably designated by
the Secretary of the Corporation. If such meeting shall not be called by the
proper officers of the Corporation within 20 days after the date of any request
made as aforesaid, then the holders of record of at least 10% of the issued and
outstanding shares of Exchangeable Preferred Stock which would be entitled to
vote at such meeting may designate in writing one of their number to call such
meeting at the expense of the Corporation, and such meeting may be called by
such Person so designated upon the notice required for annual meetings of
stockholders and shall be held at the place for holding annual meetings of
stockholders of the Corporation or, if none, at a place reasonably designated by
such Person. Any holder of Exchangeable Preferred Stock which would be entitled
to vote at such meeting shall have access to the stock books of the Corporation
for the purpose of causing a meeting of stockholders to be called pursuant to
the provisions of this paragraph (c).

     (d) At any meeting held for the purpose of electing directors at which the
holders of Exchangeable Preferred Stock are entitled to exercise the Special
Voting Right, the presence (in person or by proxy) of the holders of 33 1/3% of
the then issued and outstanding shares of Exchangeable Preferred Stock shall be
required and shall be sufficient to constitute a quorum of such class for the
exercise of the Special Voting Right. At any such meeting or adjournment
thereof, (i) the absence of a quorum of holders of Exchangeable Preferred Stock
shall not prevent the election of directors other than the director to be
elected by such holders and the absence of a quorum or quorums of the holders of
capital stock entitled to elect such other directors shall not prevent the
election of the director to be elected by the holders of Exchangeable Preferred
Stock pursuant to the exercise of the Special Voting Right and (ii) in the
absence of a quorum of the holders of any class of stock entitled to vote for
the election of directors, a majority of the holders present (in person or by
proxy) of such class shall have the power to adjourn the meeting for the
election of directors which the holders of such class are entitled to elect,
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

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     (e) In exercising the Special Voting Right, each share of Exchangeable
Preferred Stock shall be entitled to one vote.

     (f) Notwithstanding the foregoing, in the event that, at any time, the
Special Voting Right is then exercisable on account of a dividend arrearage and
other holders of Preferred Stock have the then exercisable right to elect one or
more directors on account of a dividend arrearage, then (i) any director
previously elected solely by the holders of Exchangeable Preferred Stock shall
be deemed to have resigned, (ii) the holders of the Exchangeable Preferred Stock
and such other holders will vote together for the election of such one or more
directors, (iii) each share entitled to vote will have the number of votes equal
to the base liquidation preference thereof divided by $25, (iv) each director
will be elected by a majority of the votes entitled to be cast and (v) the
holders of Exchangeable Preferred Stock shall not have the independent right to
elect a director.

VIII. Ranking.

     All shares of Exchangeable Preferred Stock shall rank:

     (a) senior, both as to payments of dividends and as to distributions of
assets upon any Liquidation, to all shares of Junior Stock, whether presently
outstanding or issued after the date hereof;

     (b) senior, as to payments of dividends, to all shares of Junior Dividend
Stock, whether presently outstanding or issued after the date hereof;

     (c) senior, as to distributions of assets upon any Liquidation, to all
shares of Junior Liquidation Stock, whether presently outstanding or issued
after the date hereof;

     (d) on a parity, as to payments of dividends and as to distributions of
assets upon any Liquidation, with all shares of Parity Stock, whether presently
outstanding or issued after the date hereof;

     (e) on a parity, as to payments of dividends, with all shares of Parity
Dividend Stock, whether presently outstanding or issued after the date hereof;

     (f) on a parity, as to distributions of assets upon any Liquidation, with
all shares of Parity Liquidation Stock, whether presently outstanding or issued
after the date hereof; and

     (g) junior, as to payments of dividends and as to distributions of assets
upon any Liquidation, to all shares of Prior Stock, issued after the date hereof
in accordance with the terms hereof.

     As of the date hereof, (i) no shares of Prior Stock are authorized or
outstanding, (ii) no shares of Parity Dividend Stock or Parity Liquidation Stock
are authorized or outstanding except for Series C Preferred Stock, Series G
Preferred Stock and Series H Preferred Stock and (iii) no

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shares of Junior Dividend Stock or Junior Liquidation Stock are authorized or
outstanding except for shares of Series A Preferred Stock and Common Stock.

IX.  Non-Assessability.

     The shares of Exchangeable Preferred Stock when issued, shall be fully-paid
and nonassessable.

X.   Preemptive Rights.

The  Exchangeable Preferred Stock is not entitled to any preemptive rights or
     subscription rights in respect of any Capital Stock.

XI.  Registration Books, etc.

         The Corporation will keep, or cause to be kept, at its principal office
(or at the office of its agent for such purpose) proper books in which the names
and addresses of the holders of shares of Exchangeable Preferred Stock issued by
the Corporation shall be registered and in which transfers of such shares may be
registered. The Corporation may treat the registered holder of any shares of
Exchangeable Preferred Stock as the absolute owner thereof for the purpose of
receiving all dividends and redemption payments thereon and for all other
purposes, and the Corporation shall not be affected by any notice or knowledge
to the contrary.

XII. Certain Restrictions.

     (a) So long as any shares of Exchangeable Preferred Stock are outstanding,
the Corporation will not, either directly or indirectly or through a Merger,
without either (1) the written consent of the Representatives or (2) the
affirmative vote (at a meeting) or the written consent (with or without a
meeting) of the holders of at least 66 2/3% of the shares of Exchangeable
Preferred Stock at the time outstanding:

         (i) issue (or approve the issuance of) any shares of Prior Stock or
increase the authorized number of shares of Prior Stock;

         (ii) amend, alter or repeal any of the provisions of this Certificate,
the Certificate of Incorporation or the Corporation's bylaws, so as to affect
adversely the preferences, special rights or powers of the Exchangeable
Preferred Stock;

         (iii) issue (or approve the issuance of) any shares of Exchangeable
Preferred Stock except pursuant to the Contingent Stock Agreement;

         (iv) redeem, retire, purchase or otherwise acquire, or permit any of
the Corporation's Affiliates to redeem, purchase or otherwise acquire, any
shares of Exchangeable Preferred Stock except as provided in Sections V and VI
hereof;

         (v) approve or consummate any Merger which would affect adversely the
preferences, special rights or powers of the Exchangeable Preferred Stock; or

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<PAGE>

         (vi) approve any Exchange of less than all the Exchangeable Preferred
Stock at the time outstanding unless the full accrued dividends (whether or not
earned or declared) for all prior and then current Dividend Periods shall either
(A) have been paid or (B) declared and a sum sufficient for the payment thereof
set apart for such payment;

     (b) So long as any shares of Exchangeable Preferred Stock are outstanding,
the Corporation will not, either directly or indirectly or through a Merger,
without the affirmative vote (at a meeting) or the written consent (with or
without a meeting) of at least 66 2/3% of the shares of Exchangeable Preferred
Stock at the time outstanding take any action which would amend the provisions
hereof relating to dividends on, or redemptions or exchanges of, the
Exchangeable Preferred Stock so as to adversely affect the holders of the
Exchangeable Preferred Stock.

     (c) So long as the Corporation shall be obligated (contingently or
otherwise) to issue shares of Exchangeable Preferred Stock pursuant to the
Contingent Stock Agreement, the Corporation will not, either directly or
indirectly or through a Merger, at any time when no shares of Exchangeable
Preferred Stock are outstanding, without the prior written consent of the
Representatives, take (or cause to be taken) any of the actions described in
clauses (i) and (vi) of paragraph (a) above or in paragraph (b) above.

     (d) So long as the Corporation shall be in default of any obligation to
make any redemption pursuant to Section V hereof or any obligation to make any
Exchange pursuant to Section VI hereof, the Corporation shall not directly or
indirectly purchase, redeem or discharge any mandatory redemption, sinking fund
or any other similar obligation in respect of any shares of any class or series
of Junior Stock, Parity Dividend Stock or Parity Liquidation Stock.

XIII. No Consent for Certain Actions.

     Notwithstanding anything to contrary contained herein, no consent of the
holders of Exchangeable Preferred Stock or the Representatives shall be required
for (a) the creation of any indebtedness of any kind of the Corporation, (b) the
creation of any class of Junior Stock or Parity Stock, (c) any increase or
decrease in the amount of authorized or issued Junior Stock or Parity Stock or
any increase, decrease or change in the par value thereof, (d) the occurrence of
any Merger, entity conversion, share exchange, recapitalization of the Capital
Stock or other business combination or reorganization so long as either (i) the
Corporation is the surviving entity and the Exchangeable Preferred Stock remains
outstanding with the terms thereof materially unchanged or (ii) if the
Corporation is not the surviving entity in such transaction, interests in an
entity having substantially the same rights and terms with respect to rights to
dividends, voting, redemption and exchange as the Exchangeable Preferred Stock
are exchanged or substituted for the Exchangeable Preferred Stock or (e) a
Liquidation.

XIV. Severability of Provisions.

     Whenever possible, each provision hereof shall be interpreted in a manner
as to be effective and valid under applicable law, but if any provision hereof
is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining

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provisions hereof. If a court of competent jurisdiction should determine that a
provision hereof would be valid or enforceable if a period of time were extended
or shortened or a particular percentage were increased or decreased, then such
court may make such change as shall be necessary to render the provision in
question effective and valid under applicable law.

XV.  Notices.

     Any notice required to be given hereunder shall be sufficient if in
writing, sent by facsimile transmission or electronic telecommunications
equipment (with confirmation of receipt), or by courier service (with proof of
service), hand delivery or certified or registered mail (return receipt
requested and first-class postage prepaid), and addressed (a) if to any record
holder of shares of Exchangeable Preferred Stock, to the address or facsimile
number of such record holder as reflected in the transfer records for shares of
Exchangeable Preferred Stock maintained by the Corporation or any transfer
agent, or (b) if to the Corporation, at its principal executive offices to the
attention of its Secretary. Any notice given in accordance with this provision
by the Corporation shall be deemed delivered as of the date of receipt or proof
of service or delivery is confirmed or on the third Business Day after the date
mailed.

XVI. Ownership Limitations.

     The shares of Exchangeable Preferred Stock are subject to the restrictions
on transferability and ownership provisions described in Article IV of the
Certificate of Incorporation.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed in its name and on its behalf on this 26th day of February, 2007.

                                          GENERAL GROWTH PROPERTIES, INC.



                                          By: /s/ Robert A. Michaels
                                              ---------------------------------
                                               Robert A. Michaels, President


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