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                                                                        ITEM 3.1

                           SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

         1. The name of the corporation (which is hereinafter referred to as the
"Corporation") is "General Growth Properties, Inc."

         2. The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on September 22, 1986, under the
name "General Growth Partners, Inc."

         3. An Amended and Restated Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on April 6, 1993.

         4. This Second Amended and Restated Certificate of Incorporation was
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

         5. The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:

                                    ARTICLE I

         The name of the corporation (which is hereinafter referred to as the
"Corporation") shall be General Growth Properties, Inc.

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L-100 in the City of Dover, County of
Kent, 19901. The name of the Corporation's registered agent at such address is
The Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "GCL").

                                   ARTICLE IV

         A. Classes and Number of Shares.
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                  The total number of shares of all classes of capital stock
that the Corporation shall have authority to issue is Seventy Five Million
(75,000,000) shares, consisting of (i) Five Million (5,000,000) shares of
preferred stock, par value $100 per share (the "Preferred Stock") and (ii)
Seventy Million (70,000,000) shares of common stock, par value $0.10 per share
(the "Common Stock").

         B. Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized to provide
for the issuance of shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Delaware (hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to time
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. The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:

                           (i) The designation of the series, which may be by
         distinguishing number, letter or title.

                           (ii) The number of shares of the series, which number
         the Board of Directors may thereafter (except where otherwise provided
         in the Preferred Stock Designation) increase or decrease (but not below
         the number of shares thereof then outstanding).

                           (iii) Whether dividends, if any, shall be cumulative
         or noncumulative and the dividend rate of the series.

                           (iv) Dates at which dividends, if any, shall be
         payable.

                           (v) The redemption rights and price or prices, if
         any, for shares of the series.

                           (vi) The terms and amounts of any sinking fund
         provided for the purchase or redemption of shares of the series.

                           (vii) The amounts payable on shares of the series in
         the event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation.

                           (viii) Whether the shares of the series shall be
         convertible into shares of any other class or series, or any other
         security, of the Corporation or any other corporation, and, if so, the
         specification of such other class or series of such other security, the
         conversion price or prices or rate or rates, any adjustments thereof,
         the date or dates of which such shares shall be convertible and all
         other terms and conditions upon which such conversion may be made.

                           (ix) Restrictions on the issuance of shares of the
         same series or of any other class or series.

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                           (x) The voting rights, if any, of the holders of
         shares of the series.

         C. Common Stock.

                  (1) Common Stock Subject to Terms of Preferred Stock. The
Common Stock shall be subject to the express terms of the Preferred Stock and
any series thereof.

                  (2) Dividend Rights. Except as otherwise provided in this
Certificate of Incorporation, the holders of shares of the Common Stock shall be
entitled to receive such dividends as may be declared by the Board of Directors
of the Corporation out of funds legally available therefor.

                  (3) Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Corporation, each holder of shares of the Common Stock shall
be entitled to receive, ratably with each other holder of shares of Common
Stock, that portion of the assets of the Corporation available for distribution
to the holders of its Common Stock, as the number of shares of the Common Stock
held by such holder bears to the total number of shares of Common Stock then
outstanding.

                  (4) Voting Rights. Except as may be provided in this
Certificate of Incorporation or in a Preferred Stock Designation, the holders of
shares of the Common Stock shall have the exclusive right to vote on all matters
(for which a common stockholder shall be entitled to vote thereon) at all
meetings of the stockholders of the Corporation, and shall be entitled to one
vote for each share of the Common Stock entitled to vote at such meeting.

         D. Restrictions on Transfer; Designation of Shares-in-Trust.

                  (1) Definitions. The following terms shall have the following
meanings:

                           "Beneficial Ownership" shall mean ownership of Equity
Stock by a Person who would be treated as an owner of such shares of Equity
Stock either directly or indirectly through the application of Section 544 of
the Code, as modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial
Owner," "Beneficially Owns" and "Beneficially Owned" shall have correlative
meanings.

                           "Beneficiary" shall mean, with respect to any Trust,
one or more organizations described in each of Section 170(b)(1)(A) and Section
170(c) of the Code which are named by the Corporation as the beneficiary or
beneficiaries of such Trust, in accordance with the provisions of subparagraph
E(1) of this Article IV.

                           "Board of Directors" shall mean the Board of
Directors of the Corporation.

                           "Bucksbaum Group" shall mean (i) Martin Bucksbaum and
Matthew Bucksbaum (the "Bucksbaums"); and (ii) any stockholder of the
Corporation whose shares of Equity Stock are Beneficially Owned and/or
Constructively Owned by the Bucksbaums.

                           "Bylaws" shall mean the Bylaws of the Corporation.

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                           "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

                           "Constructive Ownership" shall mean ownership of
Equity Stock by a Person who would be treated as an owner of such shares of
Equity Stock either directly or indirectly through the application of Section
318 of the Code, as modified by Section 856(d)(5) of the Code. The terms
"Constructive Owner," "Constructively Owns" and "Constructively Owned" shall
have correlative meanings.

                           "Equity Stock" shall mean stock that is either
Preferred Stock or Common Stock and shall include all shares of Preferred Stock
or Common Stock that are held as Shares-in-Trust in accordance with the
provisions of paragraph E of this Article IV.

                           "Existing Holder" shall mean (i) the Bucksbaum Group
and (ii) the International Business Machines Corporation Retirement Plan.

                           "Existing Holder Limit" (i) for the Bucksbaum Group,
shall mean, initially, the greater of the Ownership Limit and the percentage of
the value of the outstanding Common Stock Beneficially Owned by the Bucksbaum
Group immediately after the Initial Public Offering, and after any adjustment
pursuant to subparagraph D(10) of this Article IV, shall mean such percentage of
the outstanding Equity Stock as so adjusted, and (ii) for the International
Business Machines Retirement Plan, shall mean the lesser of 14% of the value of
the outstanding Equity Stock or the percentage of the value of the outstanding
Common Stock Beneficially Owned by the International Business Machines
Retirement Plan immediately after the Initial Public Offering, and after any
adjustment pursuant to subparagraph D(10) of this Article IV, shall mean such
percentage of the outstanding Equity Stock as so adjusted.

                           "GGP Partnership Agreement" shall mean the agreement
of limited partnership establishing GGP Limited Partnership, a Delaware limited
partnership.

                           "Initial Public Offering" means the sale of shares of
Common Stock pursuant to the Corporation's first effective registration
statement for such Common Stock filed under the Securities Act of 1933, as
amended.

                           "Market Price" on any date shall mean the average of
the Closing Price for the five consecutive Trading Days ending on such date. The
"Closing Price" on any date shall mean the last sale price, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Equity Stock is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Equity Stock is listed or admitted to
trading or, if the Equity Stock is not listed or admitted to trading on any
national securities exchange, the last quoted price, or if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System or, if such system is no longer in use, the principal other
automated quotations system that may then be in use or, if the Equity Stock is
not quoted

                                      -4-
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by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Equity Stock
selected by the Board of Directors of the Company. "Trading Day" shall mean a
day on which the principal national securities exchange on which the Equity
Stock is listed or admitted to trading is open for the transaction of business
or, if the Equity Stock is not listed or admitted to trading on any national
securities exchange, shall mean any day other than a Saturday, a Sunday or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

                           "Non-Transfer Event" shall mean an event other than a
purported Transfer that would cause any Person to Beneficially Own or
Constructively Own shares of Equity Stock in excess of the Ownership Limit (in
the case of any Person other than an Existing Holder) or the applicable Existing
Holder Limit (in the case of an Existing Holder), including, but not limited to,
the granting of any option or entering into any agreement for the sale, transfer
or other disposition of Equity Stock or the sale, transfer, assignment or other
disposition of any securities or rights convertible into or exchangeable for
Equity Stock.

                           "Ownership Limit" shall initially mean 5% of the
value of the outstanding Equity Stock of the Corporation, and after any
adjustment as set forth in subparagraph D(11) of this Article IV, shall mean
such greater percentage (but not more than 9.8%) of the value of the outstanding
Equity Stock as so adjusted.

                           "Permitted Transferee" shall mean any Person
designated as a Permitted Transferee in accordance with the provisions of
subparagraph E(5) hereof.

                           "Person" shall mean an individual, corporation,
partnership, estate, trust (other than a trust qualified under Section 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended.

                           "Prohibited Owner" shall mean, with respect to any
purported Transfer or Non-Transfer Event, any Person who, but for the provisions
of subparagraph (D)(3) of this Article IV, would own record title to shares of
Equity Stock.

                           "REIT" shall mean a Real Estate Investment Trust
under Section 856 of the Code.

                           "Restriction Termination Date" shall mean the first
day after the date of the Initial Public Offering on which the Board of
Directors and the stockholders of the Corporation determine that it is no longer
in the best interests of the Corporation to attempt to, or continue to, qualify
as a REIT.

                           "Rights" shall mean the rights granted under the GGP
Partnership Agreement to the limited partners, including members of the
Bucksbaum Group, to acquire Common Stock.

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                           "Transfer" shall mean any sale, transfer, gift,
assignment, devise or other disposition of Equity Stock, whether voluntary or
involuntary, whether of record, constructively or beneficially and whether by
operation of law or otherwise.

                           "Trust" shall mean any separate trust created
pursuant to subparagraph D(3) of this Article IV and administered in accordance
with the terms of subparagraph E of this Article IV, for the exclusive benefit
of any Beneficiary.

                           "Trustee" shall mean any person or entity
unaffiliated with both the Corporation and any Prohibited Owner, such Trustee to
be designated by the Corporation to act as trustee of any Trust, or any
successor trustee thereof.

                           "Voting Stock" shall mean the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                  (2) Restriction on Transfers.

                           (a) Except as provided in subparagraph D(9) of this
Article IV, from the date of the Initial Public Offering and prior to the
Restriction Termination Date, no Person (other than an Existing Holder) shall
Beneficially Own or Constructively Own shares of the outstanding Equity Stock in
excess of the Ownership Limit, and no Existing Holder shall Beneficially Own or
Constructively Own shares of Equity Stock in excess of the Existing Holder Limit
for such Existing Holder.

                           (b) Except as provided in subparagraph D(9) of this
Article IV, from the date of the Initial Public Offering and prior to the
Restriction Termination Date, any Transfer that, if effective, would result in
any Person (other than an Existing Holder) Beneficially Owning or Constructively
Owning Equity Stock in excess of the Ownership Limit shall be void ab initio as
to the Transfer of that number of shares of Equity Stock which would be
otherwise Beneficially Owned or Constructively Owned by such Person in excess of
the Ownership Limit; and the intended transferee shall acquire no rights in such
excess shares of Equity Stock.

                           (c) Except as provided in subparagraph D(9) of this
Article IV, from the date of the Initial Public Offering and prior to the
Restriction Termination Date, any Transfer that, if effective, would result in
any Existing Holder Beneficially Owning or Constructively Owning Equity Stock in
excess of the applicable Existing Holder Limit shall be void ab initio as to the
Transfer of that number of shares of Equity Stock which would be otherwise
Beneficially Owned or Constructively Owned by such Person in excess of the
applicable Existing Holder Limit; and such Existing Holder shall acquire no
rights in such excess shares of Equity Stock.

                           (d) Except as provided in subparagraph D(9) of this
Article IV, from the date of the Initial Public Offering and prior to the
Restriction Termination Date, any Transfer that, if effective, would result in
the Equity Stock being Beneficially Owned by fewer than 100 Persons (determined
without reference to any rules of attribution) shall be void ab initio as to the
Transfer of that number of shares which would be otherwise Beneficially or
Constructively Owned (determined without reference to any rules of attribution)
by the transferee; and the intended transferee shall acquire no rights in such
excess shares of Equity Stock.

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                           (e) From the date of the Initial Public Offering and
prior to the Restriction Termination Date, any Transfer of shares of Equity
Stock that, if effective, would result in the Corporation being "closely held"
within the meaning of Section 856(h) of the Code shall be void ab initio as to
the Transfer of that number of shares of Equity Stock which would cause the
Corporation to be "closely held" within the meaning of Section 856(h) of the
Code; and the intended transferee shall acquire no rights in such excess shares
of Equity Stock.

                  (3) Transfer in Trust.

                           (a) If, notwithstanding the other provisions
contained in this Article IV, at any time after the date of the Initial Public
Offering and prior to the Restriction Termination Date, there is a purported
Transfer or Non-Transfer Event such that any Person would either Beneficially
Own or Constructively Own Equity Stock in excess of the Ownership Limit (in the
case of any Person other than an Existing Holder) or Existing Holder Limit (in
the case of an Existing Holder), then, (i) except as otherwise provided in
subparagraph D(9), the purported transferee shall acquire no right or interest
(or, in the case of a Non-Transfer Event, the person holding record title to the
Equity Shares Beneficially Owned or Constructively Owned by such Beneficial
Owner or Constructive Owner, shall cease to own any right or interest) in such
number of shares of Equity Stock which would cause such Beneficial Owner or
Constructive Owner to Beneficially Own or Constructively Own shares of Equity
Stock in excess of the Ownership Limit or the Existing Holder Limit, as the case
may be; and (ii) such number of shares of Equity Stock in excess of the
Ownership Limit or the Existing Holder Limit (rounded up to the nearest whole
share) shall be designated Shares-in-Trust and, in accordance with subparagraph
E of this Article IV, transferred automatically and by operation of law to a
Trust. Such transfer to a Trust and the designation of the shares as
Shares-in-Trust shall be effective as of the close of business on the business
day prior to the date of the purported Transfer or Non-Transfer Event, as the
case may be.

                           (b) If, notwithstanding the other provisions
contained in this Article IV, at any time after the date of the Initial Public
Offering and prior to the Restriction Termination Date, there is a purported
Transfer or Non-Transfer Event that, if effective, would cause the Corporation
to become "closely held" within the meaning of Section 856(h) of the Code, then
(i) the purported transferee shall not acquire any right or interest (or, in the
case of a Non-Transfer Event, the person holding record title of the Equity
Stock with respect to which such Non-Transfer Event occurred, shall cease to own
any right or interest) in such number of shares of Equity Stock, the ownership
of which by such purported transferee or record holder would cause the
Corporation to be "closely held" within the meaning of Section 856(h) of the
Code; and (ii) such number of shares of Equity Stock (rounded up to the nearest
whole share) shall be designated Shares-in-Trust and, in accordance with the
provisions of subparagraph E of this Article IV, transferred automatically and
by operation of law to the Trust to be held in accordance with that subparagraph
E. Such transfer to a Trust and the designation of shares as Shares-in-Trust
shall be effective as of the close of business on the business day prior to the
date of the Transfer or Non-Transfer Event, as the case may be.

                  (4) Remedies For Breach. If the Corporation or its designees
shall at any time determine in good faith that a Transfer has taken place in
violation of subparagraph D(2) of this Article IV or that a Person intends to
acquire or has attempted to acquire Beneficial Ownership

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or Constructive Ownership of any shares of Equity Stock in violation of
subparagraph D(2) of this Article IV, the Corporation or its designees shall
take such action as it or they deem advisable to refuse to give effect to or to
prevent such Transfer or acquisition, including, but not limited to, refusing to
give effect to such Transfer or acquisition on the books of the Corporation or
instituting proceedings to enjoin such Transfer or acquisition.

                  (5) Notice of Restricted Transfer. Any Person who acquires or
attempts to acquire shares of Equity Stock in violation of subparagraph D(2) of
this Article IV, or any Person who owned shares of Equity Stock that were
transferred to the Trust pursuant to the provisions of subparagraph D(3) of this
Article IV, shall immediately give written notice to the Corporation of such
event and shall provide to the Corporation such other information as the
Corporation may request in order to determine the effect, if any, of such
Transfer or the Non-Transfer Event, as the case may be, on the Corporation's
status as a REIT.

                  (6) Owners Required To Provide Information. From the date of
the Initial Public Offering and prior to the Restriction Termination Date:

                           (a) every Beneficial Owner or Constructive Owner of
more than 1%, or such lower percentages as required pursuant to regulations
under the Code, of the outstanding Equity Stock of the Corporation shall, within
30 days after each of January 1 and June 30 of each year, give written notice to
the Corporation stating the name and address of such Beneficial Owner or
Constructive Owner, the number of shares of Equity Stock Beneficially Owned or
Constructively Owned, and a description of how such shares are held. Each such
Beneficial Owner or Constructive Owner shall provide to the Corporation such
additional information as the Corporation may request in order to determine the
effect, if any, of such Beneficial Ownership on the Corporation's status as a
REIT and to ensure compliance with the Ownership Limit and Existing Holder
Limit.

                           (b) each Person who is a Beneficial Owner or
Constructive Owner of Equity Stock and each Person (including the stockholder of
record) who is holding Equity Stock for a Beneficial Owner or Constructive Owner
shall provide to the Corporation such information as the Corporation may request
in order to determine the Corporation's status as a REIT and to ensure
compliance with the Ownership Limit and Existing Holder Limit.

                  (7) Remedies Not Limited. Nothing contained in this Article IV
shall limit the authority of the Corporation to take such other action as it
deems necessary or advisable to protect the Corporation and the interests of its
stockholders by preservation of the Corporation's status as a REIT and to ensure
compliance with the Ownership Limit and Existing Holder Limit.

                  (8) Ambiguity. In the case of an ambiguity in the application
of any of the provisions of subparagraph D of this Article IV, including any
definition contained in subparagraph D(1), the Board of Directors shall have the
power to determine the application of the provisions of this subparagraph D with
respect to any situation based on the facts known to it.

                  (9) Exception. The Corporation, upon receipt of a ruling from
the Internal Revenue Service or an opinion of counsel in each case to the effect
that the restrictions contained in subparagraph D(2)(d) and/or subparagraph
D(2)(e) will not be violated, may exempt a Person

                                      -8-
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from the Ownership Limit or Existing Holder Limit, as the case may be, if such
Person is not an individual for purposes of Section 542(a)(2) of the Code or is
an underwriter which participates in a public offering of the Equity Stock for a
period of 90 days following the purchase by such underwriter of the Equity Stock
and the Corporation obtains such representations and undertakings from such
Person as are reasonably necessary to ascertain that no individual's Beneficial
Ownership of Equity Stock will violate the Ownership Limit or Existing Holder
Limit, as the case may be, and agrees that any violation or attempted violation
will result in such transfer to the Trust of shares of Equity Stock pursuant to
subparagraph D(3) of this Article IV.

                  (10) Modifications of Existing Holding Limits. The Existing
Holder Limit shall be modified as follows:

                           (a) Upon any exercise of Rights pursuant to the GGP
Partnership Agreement, or the acquisition of Equity Stock by the Bucksbaum
Group, the Ownership Limit and/or the Existing Holder Limit for each affected
Person shall be increased, pro rata in accordance with the number of shares of
Common Stock to be received by such Person, to the maximum extent possible under
subparagraph D(12) to permit the Beneficial Ownership or Constructive Ownership
of the shares of Common Stock issuable upon such exercise or acquisition.

                           (b) Subject to the limitations contained in
subparagraph D(12), the Board of Directors may grant stock options which result
in Beneficial Ownership or Constructive Ownership of Equity Stock by an Existing
Holder pursuant to a stock option plan approved by the stockholders of the
Corporation. Any such grant of stock options shall increase the Existing Holder
Limit for the affected Existing Holder to the maximum extent possible under
subparagraph D(12) to permit the Beneficial Ownership or Constructive Ownership
of the Shares of Equity Stock issuable upon exercise of such stock options.

                           (c) The Board of Directors may reduce the Existing
Holder Limit for any Existing Holder, with the written consent of such Existing
Holder, after any Transfer permitted in this subparagraph D by such Existing
Holder to a Person other than an Existing Holder or after the lapse (without
exercise) of a stock option described in subparagraph D(10)(b).

                  (11) Modification of Ownership Limit. Subject to the
limitations contained in subparagraph D(12), the Board of Directors may from
time to time increase or decrease the Ownership Limit.

                  (12) Limitations on Modifications.

                           (a) Neither the Ownership Limit nor any Existing
Holder Limit may be increased or decreased (nor may any additional Existing
Holder Limit be created) if, after giving effect to such increase (or creation),
five Beneficial Owners of Equity Stock (including all of the then Existing
Holders) could (assuming ownership of shares by all Persons other than Existing
Holders equal to the Ownership Limit) Beneficially Own, in the aggregate, more
than 50% of the outstanding Equity Stock.

                                      -9-
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                           (b) Prior to any modifications of any Existing Holder
Limit or Ownership Limit, the Board of Directors of the Corporation may require
such opinions of counsel, affidavits, undertakings or agreements as it may deem
necessary or advisable in order to determine or ensure the Corporation's status
as a REIT.

                           (c) No Existing Holder Limit shall be reduced to a
percentage that is less than the Ownership Limit.

                           (d) The Ownership Limit may not be increased to a
percentage that is greater than 9.8%.

                  (13) Legend. Each certificate for Equity Stock shall bear the
following legend:

                  "The shares of Equity Stock represented by this certificate
are subject to restrictions on transfer for the purpose of the Corporation's
maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the "Code"). No Person may (1) Beneficially
Own or Constructively Own shares of Equity Stock in excess of 7.5% (or such
other percentage as may be determined by the Board of Directors of the
Corporation) of the value of the outstanding Equity Stock of the Corporation
unless such Person is an Existing Holder (in which case the Existing Holder
Limit shall be applicable); or (2) Beneficially Own Equity Stock which would
result in the Corporation being "closely held" under Section 856(h) of the Code.
Any Person who attempts to Beneficially Own or Constructively Own shares of
Equity Stock in excess of the above limitations must immediately notify the
Corporation in writing. If the restrictions above are violated, the shares of
Equity Stock represented hereby will be transferred automatically and by
operation of law to a Trust and shall be designated Shares-in-Trust. All
capitalized terms in this legend have the meanings defined in the Corporation's
Amended and Restated Certificate of Incorporation, as the same may be further
amended from time to time, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests."

                  (14) Severability. If any provision of this Article IV or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.

         E. Shares-in-Trust.

                  (1) Trust. Any shares of Equity Stock transferred to a Trust
and designated Shares-in-Trust pursuant to subparagraph D(3) of this Article IV
shall be held for the exclusive benefit of the Beneficiary. The Corporation
shall name a beneficiary of each Trust within five (5) days after discovery of
the existence thereof. Any transfer to a Trust, and subsequent designation of
shares of Equity Stock as Shares-in-Trust, pursuant to subparagraph D(3) of this
Article IV shall be effective as of the close of business on the business day
prior to the date of the Transfer or Non-Transfer Event that results in the
transfer to the Trust. Shares-in-Trust shall remain issued and outstanding
shares of Equity Stock of the Corporation and shall be entitled to the same
rights and privileges on identical terms and conditions as are all other issued
and

                                      -10-
<PAGE>

outstanding shares of Equity Stock of the same class and series. When
transferred to the Permitted Transferee in accordance with the provisions of
subparagraph E(5) of this Article IV, such Shares-in-Trust shall cease to be
designated as Shares-in-Trust.

                  (2) Dividend Rights. The Trustee, as record holder of
Shares-in-Trust, shall be entitled to receive all dividends and distributions as
may be declared by the Board of Directors of the Corporation on such shares of
Equity Stock and shall hold such dividends or distributions in trust for the
benefit of the Beneficiary. The Prohibited Owner with respect to Shares-in-Trust
shall repay to the Trustee the amount of any dividends or distributions received
by it that (i) are attributable to any shares of Equity Stock designated
Shares-in-Trust and (ii) the record date of which was on or after the date that
such shares became Shares-in-Trust. The Corporation shall take all measures that
it determines reasonably necessary to recover the amount of any such dividend or
distribution paid to a Prohibited Owner, including, if necessary, withholding
any portion of future dividends or distributions payable on shares of Equity
Stock Beneficially Owned or Constructively Owned by the Person who, but for the
provisions of subparagraph D(3) of this Article IV, would Constructively Own or
Beneficially Own the Shares-in-Trust; and, as soon as reasonably practicable
following the Corporation's receipt or withholding thereof, shall pay over to
the Trustee for the benefit of the Beneficiary the dividends so received or
withheld, as the case may be.

                  (3) Rights Upon Liquidation. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of, or any distribution of
the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled
to receive, ratably with each other holder of Equity Stock of the same class or
series, that portion of the assets of the Corporation which is available for
distribution to the holders of such class and series of Equity Stock. The
Trustee shall distribute to the Prohibited Owner the amounts received upon such
liquidation, dissolution, or winding up, or distribution; provided, however,
that the Prohibited Owner shall not be entitled to receive amounts pursuant to
this subparagraph E(3) in excess of, in the case of a purported Transfer in
which the Prohibited Owner gave value for shares of Equity Stock and which
Transfer resulted in the transfer of the shares to the Trust, the price per
share, if any, such Prohibited Owner paid for the Equity Stock and, in the case
of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give
value for such shares (e.g., if the shares were received through a gift or
devise) and which Non-Transfer Event or Transfer, as the case may be, resulted
in the transfer of shares to the Trust, the price per share equal to the Market
Price on the date of such Non-Transfer Event or Transfer. Any remaining amount
in such Trust shall be distributed to the Beneficiary.

                  (4) Voting Rights. The Trustee shall be entitled to vote all
Shares-in-Trust. Any vote by a Prohibited Owner as a holder of shares of Equity
Stock prior to the discovery by the Corporation that the shares of Equity Stock
are Shares-in-Trust shall, subject to applicable law, be rescinded and shall be
void ab initio with respect to such Shares-in-Trust and the Prohibited Owner
shall be deemed to have given, as of the close of business on the business day
prior to the date of the purported Transfer or Non-Transfer Event that results
in the transfer to the Trust of the shares of Equity Stock under subparagraph
D(3) of this Article IV, an irrevocable proxy to the Trustee to vote the
Shares-in-Trust in the manner in which the Trustee, in its sole and absolute
discretion, desires.

                                      -11-
<PAGE>

                  (5) Designation of Permitted Transferee. The Trustee shall
have the exclusive and absolute right to designate a Permitted Transferee of any
and all Shares-in-Trust. As reasonably practicable as possible, in an orderly
fashion so as not to materially adversely affect the Market Price of the
Shares-in-Trust, the Trustee shall designate any Person as Permitted Transferee,
provided, however, that (i) the Permitted Transferee so designated purchases for
valuable consideration (whether in a public or private sale) the Shares-in-Trust
and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust
without such acquisition resulting in a transfer to a Trust and the
redesignation of such shares of the Equity Stock so acquired as Shares-in-Trust
under subparagraph D(3) of this Article IV. Upon the designation by the Trustee
of a Permitted Transferee in accordance with the provisions of this
subparagraph, the Trustee of a Trust shall (i) cause to be transferred to the
Permitted Transferee that number of Shares-in-Trust acquired by the Permitted
Transferee; (ii) cause to be recorded on the books of the Corporation that the
Permitted Transferee is the holder of record of such number of shares of Equity
Stock; and (iii) distribute to the Beneficiary any and all amounts held with
respect to the Shares-in-Trust after making that payment to the Prohibited Owner
pursuant to subparagraph E(6) of this Article IV.

                  (6) Compensation to Record Holder of Shares of Equity Stock
that Become Shares-In-Trust. Any Prohibited Owner shall be entitled (following
discovery of the Shares-in-Trust and subsequent designation of the Permitted
Transferee in accordance with subparagraph D(5) of this Article IV) to receive
from the Trustee the lesser of (i) in the case of (a) a purported Transfer in
which the Prohibited Owner gave value for shares of Equity Stock and which
Transfer resulted in the transfer of the shares to the Trust, the price per
share, if any, such Prohibited Owner paid for the Equity Stock, or (b) a
Non-Transfer Event or Transfer in which the Prohibited Owner did not give value
for such shares (e.g., if the shares were received through a gift or devise) and
which Non-Transfer Event or Transfer, as the case may be, resulted in the
transfer of shares to the Trust, the price per share equal to the Market Price
on the date of such Non-Transfer Event or Transfer, and (ii) the price per share
received by the Trustee of the Trust from the sale or other disposition of such
Shares-in-Trust in accordance with subparagraph E(5) of this Article IV. Any
amounts received by the Trustee in respect of such Shares-in-Trust and in excess
of such amounts to be paid the Prohibited Owner pursuant to this subparagraph
E(6) of this Article IV shall be distributed to the Beneficiary in accordance
with the provisions of subparagraph E(5) of this Article IV. Each Beneficiary
and Prohibited Owner waive any and all claims that they may have against the
Trustee and the Corporation arising out of the disposition of Shares-in-Trust,
except for claims arising out of the gross negligence or willful misconduct of,
or any failure to make payments in accordance with paragraph E of this Article
IV by, such Trustee or the Corporation.

                  (7) Purchase Right in Shares-in-Trust. Shares-in-Trust shall
be deemed to have been offered for sale to the Corporation, or its designee, at
a price per share equal to the lesser of (i) the price per share in the
transaction that created such Shares-in-Trust (or, in the case of devise, gift
or Non-Transfer Event, the Market Price at the time of such devise, gift or
Non-Transfer Event) and (ii) the Market Price on the date the Corporation, or
its designee, accepts such offer. The Corporation shall have the right to accept
such offer for a period of ninety days after the later of (i) the date of the
Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust
and (ii) the date the Corporation determines in good faith that a Transfer or
Non-Transfer Event resulting in Shares-in-Trust has occurred, if the Corporation
does not

                                      -12-
<PAGE>

receive a notice of such Transfer or Non-Transfer Event pursuant to subparagraph
D(5) of this Article IV.

         F. Issuance of Rights to Purchase Securities and Other Property.
Subject to the rights of the holders of any series of Preferred Stock, the Board
of Directors is hereby authorized to create and to authorize and direct the
issuance (on either a pro rata or a non-pro rata basis) by the Corporation of
rights, options and warrants for the purchase of shares of capital stock of the
Corporation, other securities of the Corporation, or shares or other securities
of any successor in interest of the Corporation (a "Successor"), at such times,
in such amounts, to such persons, for such consideration (if any), with such
form and content (including without limitation the consideration for which any
shares of capital stock of the Corporation, other securities of the Corporation,
or shares or other securities of any Successor are to be issued) and upon such
terms and conditions as it may, from time to time, determine upon, subject only
to the restrictions, limitations, conditions and requirements imposed by the
GCL, other applicable laws and this Certificate.

                                    ARTICLE V

                           (a) In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly authorized to
(i) make, alter, amend or repeal the By-laws of the Corporation; provided,
however, that a majority of the voting power of the then outstanding Voting
Stock, voting together as a single class, may alter, amend or repeal any
provision of the By-laws, and (ii) from time to time determine whether and to
what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation, or any of them, shall be
open to inspection of stockholders; and, except as so determined or as provided
in any Preferred Stock Designation, no stockholder shall have any right to
inspect any account, book or document of the Corporation other than such rights
as may be conferred by applicable law.

                           (b) The Corporation may in its By-laws confer powers
upon the Board of Directors in addition to the foregoing and in addition to the
powers and authorities expressly conferred upon the Board of Directors by
applicable law. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of a majority
of the then outstanding Voting Stock, voting together as a single class, shall
be required to amend, repeal or adopt any provision inconsistent with paragraph
(a) of this Article V.

                                   ARTICLE VI

                           (a) Subject to the rights of the holders of any
series of Preferred Stock as set forth in a Preferred Stock Designation to elect
additional directors under specified circumstances, the number of directors of
the Corporation shall be fixed by the By-laws of the Corporation and may be
increased or decreased from time to time in such a manner as may be prescribed
by the By-laws.

                           (b) Unless and except to the extent that the By-laws
of the Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.

                                      -13-
<PAGE>

                           (c) The directors, other than those who may be
elected by the holders of any series of Preferred Stock, shall be divided into
three classes, as nearly equal in number as possible. One class of directors
shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 1994, another class shall be initially elected for a
term expiring at the annual meeting of stockholders to be held in 1995, and
another class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1996. Members of each class shall hold
office until their successors are elected and qualified. At each succeeding
annual meeting of the stockholders of the Corporation, the successors of the
class of directors whose term expires at that meeting shall be elected by a
plurality vote of all votes cast at such meeting to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.

                           (d) Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, any director may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of 75% of the then
outstanding Voting Stock, voting together as a single class.

                           (e) Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of a majority of the then outstanding Voting Stock, voting together as a
single class, shall be required to amend, repeal or adopt any provision
inconsistent with this Article VI.

                           (f) Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of a majority of the then outstanding Voting Stock, voting as a single
class, and the approval of the Board of Directors shall be required to terminate
the Corporation's status as a real estate investment trust.

                                   ARTICLE VII

         Each person who is or was or who agrees to become a director or officer
of the Corporation, or each such person who is or was serving or who agrees to
serve at the request of the Board of Directors or an officer of the Corporation
as an employee or agent of the Corporation or as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executor, administrators or estate of such
person), shall be indemnified by the Corporation, in accordance with the Bylaws
of the Corporation, to the full extent permitted from time to time by the GCL as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment) or any other applicable laws presently or
hereafter in effect. Without limiting the generality or the effect of the
foregoing, the Corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in
this Article VII. Any amendment or repeal of this Article VII shall not
adversely affect any right or protection existing hereunder immediately prior to
such amendment or repeal.

                                      -14-
<PAGE>

                                  ARTICLE VIII

         No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit.

                                   ARTICLE IX

         In determining what is in the best interest of the Corporation, a
director of the Corporation shall consider the interests of the stockholders of
the Corporation and, in his or her discretion, may consider (a) the interests of
the Corporation's employees, suppliers, creditors and customers, (b) the economy
of the nation, (c) community and societal interests and (d) the long-term as
well as short-term interests of the Corporation and its stockholders, including
the possibility that these interests may be best served by the continued
independence of the Corporation.

                                    ARTICLE X

         The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation or a Preferred Stock Designation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this Article IX;
provided, however, that any amendment or repeal of Article VII or Article VIII
of this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal.

                                   ARTICLE XI

         Subject to the rights of the holders of any series of Preferred stock
as set forth on a Preferred Stock Designation to elect additional directors
under specific circumstances, any action required or permitted to be taken by
the stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing of such stockholders. Notwithstanding anything contained
in this Certificate of Incorporation to the contrary, the affirmative vote of at
least 80% of the then outstanding Voting Stock, voting together as a single
class, shall be required to amend, repeal, or adopt any provision inconsistent
with this Article XI.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its Chairman and has caused its corporate seal to be
hereunto affixed, this 24th day of May, 1995.

                                    GENERAL GROWTH PROPERTIES, INC.

                                    By: /s/ Martin Bucksbaum
                                        ---------------------------------------
                                        Chairman of the Board and
                                        Chief Executive Officer

                                      -15-