<Page>

                                                                     EXHIBIT 4.2

                                                               EXECUTION VERSION

[CLIFFORD CHANCE LOGO]                                    CLIFFORD CHANCE US LLP


                           SIMON PROPERTY GROUP, L.P.

                                     ISSUER

                                       TO

                               JPMORGAN CHASE BANK

                                     TRUSTEE

                                   ----------

                        FOURTEENTH SUPPLEMENTAL INDENTURE

                           DATED AS OF AUGUST 11, 2004

                                   ----------

                       $400,000,000 4.875% NOTES DUE 2010

                       $500,000,000 5.625% NOTES DUE 2014


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

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                               PAGE
<S>                                                                             <C>
ARTICLE I     DEFINITIONS, CREATION, FORMS AND TERMS AND CONDITIONS
              OF THE SECURITIES..................................................2

      SECTION 1.01. Definitions..................................................2

      SECTION 1.02. Creation of the Notes........................................5

      SECTION 1.03. Form of the Notes............................................5

      SECTION 1.04. Terms and Conditions of the 2010 Notes.......................6

      SECTION 1.05. Terms and Conditions of the 2014 Notes.......................8

ARTICLE II    COVENANTS FOR BENEFIT OF HOLDERS OF NOTES.........................10

      SECTION 2.01. Covenants for Benefit of Holders of Notes...................10

      SECTION 2.02. Definitions.................................................11

ARTICLE III   REGISTRATION RIGHTS...............................................13

      SECTION 3.01. Registration Rights Agreement...............................13

      SECTION 3.02. Special Interest Premium....................................14

      SECTION 3.03. Legend......................................................14

ARTICLE IV    TRANSFER AND EXCHANGE.............................................15

      SECTION 4.01. Transfer and Exchange.......................................15

ARTICLE V     LEGENDS...........................................................16

      SECTION 5.01. Legends.....................................................16

ARTICLE VI    TRUSTEE...........................................................18

      SECTION 6.01. Corporate Trust Office......................................18

      SECTION 6.02. Recitals....................................................18

ARTICLE VII   MISCELLANEOUS PROVISIONS..........................................18

      SECTION 7.01. Ratification of Original Indenture..........................18

      SECTION 7.02. Effect of Headings..........................................18

      SECTION 7.03. Successors and Assigns......................................19

      SECTION 7.04. Separability Clause.........................................19

      SECTION 7.05. Governing Law...............................................19

      SECTION 7.06. Counterparts................................................19
</Table>

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                                TABLE OF CONTENTS

<Table>
<Caption>
EXHIBITS
--------
<S>               <C>
EXHIBIT A         Form of Initial Restricted Global Note
EXHIBIT B         Form of Initial Regulation S Global Note
EXHIBIT C         Form of Initial Certificated Note
EXHIBIT D         Form of Exchange Global Note
EXHIBIT E         Form of Exchange Certificated Note
</Table>

<Page>

     FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of August 11, 2004 (the
"Fourteenth Supplemental Indenture"), between SIMON PROPERTY GROUP, L.P.
(formerly known as Simon DeBartolo Group, L.P.), a Delaware limited partnership
(the "Issuer" or the "Operating Partnership"), having its principal offices at
National City Center, 115 West Washington Street, Suite 15 East, Indianapolis,
Indiana 46204, and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan
Bank), a New York banking corporation, as trustee (the "Trustee"), having its
Corporate Trust Office at 4 New York Plaza, 15th Floor, New York, New York
10004.

                                    RECITALS

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

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

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

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

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

     (i)    Simon Property Group, L.P. 4.875% Notes due 2010 (the "Initial 2010
Notes") in an aggregate principal amount of $400,000,000; and

     (ii)   Simon Property Group, L.P. 5.625% Notes due 2014 (the "Initial 2014
Notes") in an aggregate principal amount of $500,000,000;

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

     (i)    Simon Property Group, L.P. 4.875% Notes due 2010 (the "Exchange 2010
Notes," and together with the Initial 2010 Notes, the "2010 Notes"), in an
aggregate principal amount of up to $400,000,000; and

     (ii)   Simon Property Group, L.P. 5.625% Notes due 2014 (the "Exchange 2014
Notes," and together with the Initial 2014 Notes, the "2014 Notes"), in an
aggregate principal amount of up to $500,000,000;

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

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

     NOW, THEREFORE, IT IS AGREED:

                                    ARTICLE I

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

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

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

     "CLEARSTREAM BANKING" means Clearstream Banking, SOCIETE ANONYME, its
successors and assigns.

     "CLOSING DATE" means August 11, 2004.

     "DOLLAR" or "$" means the lawful currency of the United States of America.

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

     "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System, its successors and assigns.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

     "EXCHANGE CERTIFICATED NOTES" means a note in definitive, fully registered
form, without coupons, substantially in the form of Exhibit E hereto.

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

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

     "EXCHANGE GLOBAL NOTES" has the meaning set forth in Section 1.03(e).

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

     "EXCHANGE 2010 NOTES" has the meaning set forth in the Recitals hereto.

     "EXCHANGE 2014 NOTES" has the meaning set forth in the Recitals hereto.

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

                                        2
<Page>

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

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

     "INITIAL GLOBAL NOTES" has the meaning set forth in Section 1.03(c).

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

     "INITIAL 2010 NOTES" has the meaning set forth in the Recitals hereto.

     "INITIAL 2014 NOTES" has the meaning set forth in the Recitals hereto.

     "INITIAL PURCHASERS" means Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and
Wachovia Capital Markets, LLC

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

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

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

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

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

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

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

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

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

     "PURCHASE AGREEMENT" means the Purchase Agreement dated August 4, 2004
between the Operating Partnership and the Initial Purchasers.

                                        3
<Page>

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

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated August 11, 2004, between the Operating Partnership and the Initial
Purchasers.

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

     "REINVESTMENT RATE" means, in connection with any optional redemption or
accelerated payment of any Notes, the yield on treasury securities at a constant
maturity corresponding to the remaining life (as of the date of redemption or
accelerated payment, and rounded to the nearest month) to Stated Maturity of the
principal being redeemed (the "Treasury Yield") as stated in such Notes, plus
(i) 0.25%, in the case of the 2010 Notes or (ii) 0.30%, in the case of the 2014
Notes. For purposes hereof, the Treasury Yield shall be equal to the arithmetic
mean of the yields published in the Statistical Release under the heading "Week
Ending" for "U.S. Government Securities -- Treasury Constant Maturities" with a
maturity equal to such remaining life; provided, that if no published maturity
exactly corresponds to such remaining life, then the Treasury Yield shall be
interpolated or extrapolated on a straight-line basis from the arithmetic means
of the yields for the next shortest and next longest published maturities,
rounding each of such relevant periods to the nearest month. For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used. If
the format or content of the Statistical Release changes in a manner that
precludes determination of the Treasury Yield in the above manner, then the
Treasury Yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Operating Partnership.

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

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

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

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

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

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

     "2010 INTEREST PAYMENT DATE" has the meaning set forth in Section 1.04(c).

     "2014 INTEREST PAYMENT DATE" has the meaning set forth in Section 1.05(c).

     "2010 NOTES" has the meaning set forth in the Recitals hereto.

     "2014 NOTES" has the meaning set forth in the Recitals hereto.

     "2010 REDEMPTION PRICE" has the meaning set forth in Section 1.04(f).

     "2014 REDEMPTION PRICE" has the meaning set forth in Section 1.05(f).

     "2010 REGULAR RECORD DATE" has the meaning set forth in Section 1.04(c).

                                        4
<Page>

     "2014 REGULAR RECORD DATE" has the meaning set forth in Section 1.05(c).

     SECTION 1.02.   CREATION OF THE NOTES.

            (a)   INITIAL NOTES. In accordance with Section 301 of the Original
Indenture, the Issuer hereby creates each of the Initial 2010 Notes and the
Initial 2014 Notes as a separate series of its securities issued pursuant to the
Indenture. The Initial 2010 Notes shall be issued initially in an aggregate
principal amount of $400,000,000 and the Initial 2014 Notes shall be issued
initially in an aggregate principal amount of $500,000,000, except as permitted
by Sections 304, 305 or 306 of the Original Indenture.

            (b)   EXCHANGE NOTES. In accordance with Section 301 of the Original
Indenture, the Issuer hereby creates each of the Exchange Notes as a separate
series of its securities issued pursuant to the Indenture. Each series of the
Exchange Notes is to be issued in exchange for the corresponding series of the
Initial Notes as provided in this Fourteenth Supplemental Indenture and the
Registration Rights Agreement. The Exchange 2010 Notes may be issued initially
in an aggregate principal amount of up to $400,000,000 (but in no event in
excess of the principal amount of the Initial 2010 Notes tendered in exchange
therefor in an Exchange Offer), except as permitted by Sections 304, 305 or 306
of the Original Indenture. The Exchange 2014 Notes may be issued initially in an
aggregate principal amount of up to $500,000,000 (but in no event in excess of
the principal amount of the Initial 2014 Notes tendered in exchange therefor in
an Exchange Offer), except as permitted by Sections 304, 305 or 306 of the
Original Indenture.

     SECTION 1.03.   FORM OF THE NOTES.

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

            (b)   Initial Notes offered and sold to QIBs in reliance on Rule
144A as provided in the Purchase Agreement shall be issued in book-entry form
and shall be represented by a single, permanent global note in fully registered
form, without coupons, substantially in the form of Exhibit A hereto and shall
bear the legends set forth in Section 5.01(a) and Section 5.01(b) (the "Initial
Restricted Global Note"). Upon issuance, the Initial Restricted Global Note
shall be registered in the name of "Cede & Co.," as nominee of DTC, duly
executed by the Operating Partnership and authenticated by the Trustee and
deposited with or on behalf of DTC.

            (c)   Initial Notes offered and sold to Non-U.S. Persons in reliance
on Regulation S as provided in the Purchase Agreement shall be issued in
book-entry form and shall be represented by a single, permanent global note in
definitive, fully registered form, without coupons, substantially in the form of
Exhibit B hereto and shall bear the legends set forth in Section 5.01(a) and
Section 5.01(b) (the "Initial Regulation S Global Note," and together with the
Initial Restricted Global Note, the "Initial Global Notes"). Upon issuance, the
Initial Regulation S Global Note shall be registered in the name of "Cede &
Co.," as nominee for DTC, duly executed by the Operating Partnership and
authenticated by the Trustee and deposited with or on behalf of DTC for the
accounts of Euroclear or Clearstream Banking. Interests in the Initial
Regulation S Global Note may only be held through Euroclear or Clearstream
Banking.

            (d)   Initial Notes offered and sold to Institutional Accredited
Investors that are not QIBS or Non-U.S. Persons as provided in the Purchase
Agreement shall be issued in definitive, fully registered certificated form,
without coupons, substantially in the form of Exhibit C hereto and shall bear
the legends set forth in Section 5.01(a) hereof (the "Initial Certificated
Notes"). Upon issuance, any such

                                        5
<Page>

Initial Certificated Note or the transfer thereof shall be duly executed by the
Operating Partnership and authenticated by the Trustee. Upon the registration of
the transfer of any Initial Certificated Note to a QIB or Non-U.S. Person, such
Initial Certificated Note shall be exchanged for a beneficial interest in the
applicable Initial Global Note. Except as provided in Section 4.01(b), interests
in an Initial Global Note may not be exchanged for Initial Certificated Notes
and the Operating Partnership waives any discretionary right it may otherwise
have to cause the Notes to be issued in certificated form.

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

     SECTION 1.04.   TERMS AND CONDITIONS OF THE 2010 NOTES. The 2010 Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Fourteenth Supplemental Indenture. In particular, the
following provisions shall be terms of the 2010 Notes:

            (a)   TITLE AND AGGREGATE PRINCIPAL AMOUNT. The title of the Initial
     2010 Notes and the Exchange 2010 Notes shall be as specified in the
     Recitals; and the aggregate principal amount of the Initial 2010 Notes and
     the Exchange 2010 Notes shall be as specified in Section 1.02 of this
     Fourteenth Supplemental Indenture, except as permitted by Sections 304, 305
     or 306 of the Original Indenture.

            (b)   STATED MATURITY. The 2010 Notes shall mature, and the unpaid
     principal thereon shall be payable, on August 15, 2010, subject to the
     provisions of the Original Indenture.

            (c)   INTEREST. The rate per annum at which interest shall be
     payable on the 2010 Notes shall be 4.875%. Interest on the 2010 Notes shall
     be payable semi-annually in arrears on each August 15 and February 15,
     commencing on February 15, 2005 (each, a "2010 Interest Payment Date"), and
     on the Stated Maturity as specified in Section 1.04(b) of this Fourteenth
     Supplemental Indenture, to the Persons in whose names the applicable 2010
     Notes are registered in the Security Register applicable to the 2010 Notes
     at the close of business on the 15th calendar day immediately prior to such
     payment date regardless of whether such day is a Business Day (each, a
     "2010 Regular Record Date"). Interest on the 2010 Notes shall be computed
     on the basis of a 360-day year of twelve 30-day months. Interest on the
     2010 Notes shall accrue from August 11, 2004.

            If an Initial 2010 Note is exchanged in an Exchange Offer prior to
     the Regular Record Date for the first Interest Payment Date following such
     exchange, accrued and unpaid interest, if any, on such 2010 Note, up to but
     not including the date of issuance of the Exchange 2010 Note(s) issued in
     exchange for such Initial 2010 Note, shall be paid on the first Interest
     Payment Date for such Exchange 2010 Note(s) to the Holder or Holders of
     such Exchange 2010 Note(s) on the first Regular Record Date with respect to
     such Exchange 2010 Note(s). If such Initial 2010 Note is exchanged in an
     Exchange Offer subsequent to the Regular Record Date for the first Interest
     Payment Date following such exchange but on or prior to such Interest
     Payment Date, then any such accrued and unpaid interest with respect to
     such Initial 2010 Note and any accrued and unpaid interest on the Exchange
     2010 Note(s) issued in exchange for such Initial 2010 Note,

                                        6
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     through the day before such Interest Payment Date, shall be paid on such
     Interest Payment Date to the Holder of such Initial 2010 Note on such
     Regular Record Date.

            (d)   REGISTRATION RIGHTS. The Holders of the Initial 2010 Notes
     shall be entitled to the benefits of the Registration Rights Agreement, as
     described in Article III hereof.

            (e)   SPECIAL INTEREST PREMIUM. If the Operating Partnership fails
     to comply with certain provisions of the Registration Rights Agreement,
     then a Special Interest Premium shall become payable in respect of the 2010
     Notes as provided in Article III hereof.

            (f)   SINKING FUND, REDEMPTION OR REPAYMENT. No sinking fund shall
     be provided for the 2010 Notes and the 2010 Notes shall not be repayable at
     the option of the Holders thereof prior to Stated Maturity. The 2010 Notes
     may be redeemed at any time at the option of the Issuer, in whole or from
     time to time in part, at a redemption price equal to the sum of (i) 100% of
     the principal amount of the 2010 Notes being redeemed plus accrued interest
     thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
     respect to such 2010 Notes (collectively, the "2010 Redemption Price"), all
     in accordance with the provisions of Article XI of the Original Indenture.

            If notice of redemption has been given as provided in the Original
     Indenture and funds for the redemption of any 2010 Notes called for
     redemption shall have been made available on the Redemption Date referred
     to in such notice, such 2010 Notes shall cease to bear interest on the
     Redemption Date and the only right of the Holders of the 2010 Notes from
     and after the Redemption Date shall be to receive payment of the Redemption
     Price upon surrender of such 2010 Notes in accordance with such notice.

            (g)   REGISTRATION AND FORM. The 2010 Notes shall be issuable as
     Registered Securities as provided in Section 1.03 of this Fourteenth
     Supplemental Indenture. Initial 2010 Notes shall be issued and may be
     transferred only in minimum denominations of $1,000 ($100,000 for
     Institutional Accredited Investors) and integral multiples of $1,000 in
     excess thereof. Exchange 2010 Notes shall be issued in minimum
     denominations of $1,000 ($100,000 for Institutional Accredited Investors)
     and integral multiples of $1,000 in excess thereof. All payments of
     principal and interest in respect of the 2010 Notes shall be made by the
     Issuer in immediately available funds.

            (h)   DEFEASANCE AND COVENANT DEFEASANCE. The provisions for
     defeasance in Section 1402 of the Original Indenture, and the provisions
     for covenant defeasance (which provisions shall apply, without limitation,
     to the covenants set forth in Article II of this Fourteenth Supplemental
     Indenture) in Section 1403 of the Original Indenture, shall be applicable
     to the 2010 Notes.

            (i)   MAKE-WHOLE AMOUNT PAYABLE UPON ACCELERATION. Upon any
     acceleration of the Stated Maturity of the 2010 Notes in accordance with
     Section 502 of the Original Indenture, the Make-Whole Amount on the 2010
     Notes shall become immediately due and payable, subject to the terms and
     conditions of the Indenture.

            (j)   FURTHER ISSUES. The Issuer may, from time to time, without the
     consent of the Holders, create and issue further securities having the same
     terms and conditions as the 2010 Notes in all respects, except for issue
     date, issue price and the first payment of interest thereon. Additional
     2010 Notes issued in this manner shall be consolidated with and shall form
     a single series with the previously outstanding 2010 Notes. Notice of any
     such issuance shall be given to

                                        7
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     the Trustee and a new supplemental indenture shall be executed in
     connection with the issuance of such securities.

            (k)   OTHER TERMS AND CONDITIONS. The 2010 Notes shall have such
     other terms and conditions as provided in the forms thereof attached as
     Exhibits A, B, C, D and E hereto.

     SECTION 1.05.   TERMS AND CONDITIONS OF THE 2014 NOTES. The 2014 Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Fourteenth Supplemental Indenture. In particular, the
following provisions shall be terms of the 2014 Notes:

            (a)   TITLE AND AGGREGATE PRINCIPAL AMOUNT. The title of the Initial
     2014 Notes and the Exchange 2014 Notes shall be as specified in the
     Recitals; and the aggregate principal amount of the Initial 2014 Notes and
     the Exchange 2014 Notes shall be as specified in Section 1.02 of this
     Fourteenth Supplemental Indenture, except as permitted by Sections 304, 305
     or 306 of the Original Indenture.

            (b)   STATED MATURITY. The 2014 Notes shall mature, and the unpaid
     principal thereon shall be payable, on August 15, 2014, subject to the
     provisions of the Original Indenture.

            (c)   INTEREST. The rate per annum at which interest shall be
     payable on the 2014 Notes shall be 5.625%. Interest on the 2014 Notes shall
     be payable semi-annually in arrears on each August 15 and February 15,
     commencing on February 15, 2005 (each, a "2014 Interest Payment Date"), and
     on the Stated Maturity as specified in Section 1.04(b) of this Fourteenth
     Supplemental Indenture, to the Persons in whose names the applicable 2014
     Notes are registered in the Security Register applicable to the 2014 Notes
     at the close of business on the 15th calendar day immediately prior to such
     payment date regardless of whether such day is a Business Day (each, a
     "2014 Regular Record Date"). Interest on the 2014 Notes shall be computed
     on the basis of a 360-day year of twelve 30-day months. Interest on the
     2014 Notes shall accrue from August 11, 2004.

            If an Initial 2014 Note is exchanged in an Exchange Offer prior to
     the Regular Record Date for the first Interest Payment Date following such
     exchange, accrued and unpaid interest, if any, on such 2014 Note, up to but
     not including the date of issuance of the Exchange 2014 Note(s) issued in
     exchange for such Initial 2014 Note, shall be paid on the first Interest
     Payment Date for such Exchange 2014 Note(s) to the Holder or Holders of
     such Exchange 2014 Note(s) on the first Regular Record Date with respect to
     such Exchange 2014 Note(s). If such Initial 2014 Note is exchanged in an
     Exchange Offer subsequent to the Regular Record Date for the first Interest
     Payment Date following such exchange but on or prior to such Interest
     Payment Date, then any such accrued and unpaid interest with respect to
     such Initial 2014 Note and any accrued and unpaid interest on the Exchange
     2014 Note(s) issued in exchange for such Initial 2014 Note, through the day
     before such Interest Payment Date, shall be paid on such Interest Payment
     Date to the Holder of such Initial 2014 Note on such Regular Record Date.

            (d)   REGISTRATION RIGHTS. The Holders of the Initial 2014 Notes
     shall be entitled to the benefits of the Registration Rights Agreement, as
     described in Article III hereof.

            (e)   SPECIAL INTEREST PREMIUM. If the Operating Partnership fails
     to comply with certain provisions of the Registration Rights Agreement,
     then a Special Interest Premium shall become payable in respect of the 2014
     Notes as provided in Article III hereof.

                                        8
<Page>

            (f)   SINKING FUND, REDEMPTION OR REPAYMENT. No sinking fund shall
     be provided for the 2014 Notes and the 2014 Notes shall not be repayable at
     the option of the Holders thereof prior to Stated Maturity. The 2014 Notes
     may be redeemed at any time at the option of the Issuer, in whole or from
     time to time in part, at a redemption price equal to the sum of (i) 100% of
     the principal amount of the 2014 Notes being redeemed plus accrued interest
     thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
     respect to such 2014 Notes (collectively, the "Redemption Price"), all in
     accordance with the provisions of Article XI of the Original Indenture.

            If notice of redemption has been given as provided in the Original
     Indenture and funds for the redemption of any 2014 Notes called for
     redemption shall have been made available on the Redemption Date referred
     to in such notice, such 2014 Notes shall cease to bear interest on the
     Redemption Date and the only right of the Holders of the 2014 Notes from
     and after the Redemption Date shall be to receive payment of the Redemption
     Price upon surrender of such 2014 Notes in accordance with such notice.

            (g)   REGISTRATION AND FORM. The 2014 Notes shall be issuable as
     Registered Securities as provided in Section 1.03 of this Fourteenth
     Supplemental Indenture. Initial 2014 Notes shall be issued and may be
     transferred only in minimum denominations of $1,000 ($100,000 for
     Institutional Accredited Investors) and integral multiples of $1,000 in
     excess thereof. Exchange 2014 Notes shall be issued in minimum
     denominations of $1,000 ($100,000 for Institutional Accredited Investors)
     and integral multiples of $1,000 in excess thereof. All payments of
     principal and interest in respect of the 2014 Notes shall be made by the
     Issuer in immediately available funds.

            (h)   DEFEASANCE AND COVENANT DEFEASANCE. The provisions for
     defeasance in Section 1402 of the Original Indenture, and the provisions
     for covenant defeasance (which provisions shall apply, without limitation,
     to the covenants set forth in Article II of this Fourteenth Supplemental
     Indenture) in Section 1403 of the Original Indenture, shall be applicable
     to the 2014 Notes.

            (i)   MAKE-WHOLE AMOUNT PAYABLE UPON ACCELERATION. Upon any
     acceleration of the Stated Maturity of the 2014 Notes in accordance with
     Section 502 of the Original Indenture, the Make-Whole Amount on the 2014
     Notes shall become immediately due and payable, subject to the terms and
     conditions of the Indenture.

            (j)   FURTHER ISSUES. The Issuer may, from time to time, without the
     consent of the Holders, create and issue further securities having the same
     terms and conditions as the 2014 Notes in all respects, except for issue
     date, issue price and the first payment of interest thereon. Additional
     2014 Notes issued in this manner shall be consolidated with and shall form
     a single series with the previously outstanding 2014 Notes. Notice of any
     such issuance shall be given to the Trustee and a new supplemental
     indenture shall be executed in connection with the issuance of such
     securities.

            (k)   OTHER TERMS AND CONDITIONS. The 2014 Notes shall have such
     other terms and conditions as provided in the forms thereof attached as
     Exhibits A, B, C, D and E hereto.

                                        9
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                                   ARTICLE II

                    COVENANTS FOR BENEFIT OF HOLDERS OF NOTES

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

            (a)   LIMITATIONS ON INCURRENCE OF DEBT. The Operating Partnership
shall not, and shall not permit any Subsidiary to, incur any Debt (as defined
below), other than Intercompany Debt (as defined below), if, immediately after
giving effect to the incurrence of such additional Debt, the aggregate principal
amount of all outstanding Debt would be greater than 60% of the sum of (i) the
Operating Partnership's Adjusted Total Assets (as defined below) as of the end
of the fiscal quarter prior to the incurrence of such additional Debt and (ii)
any increase in Adjusted Total Assets from the end of such quarter including,
without limitation, any pro forma increase from the application of the proceeds
of such additional Debt.

            In addition, the Operating Partnership shall not, and shall not
permit any Subsidiary to, incur any additional Secured Debt (as defined below),
if, immediately after giving effect to the incurrence of such additional Secured
Debt, the aggregate principal amount of all outstanding Secured Debt is greater
than 55% of the sum of (i) the Operating Partnership's Adjusted Total Assets as
of the end of the fiscal quarter prior to the incurrence of such additional
Secured Debt and (ii) any increase in Adjusted Total Assets from the end of such
quarter including, without limitation, any pro forma increase from the
application of the proceeds of such additional Secured Debt.

            In addition, the Operating Partnership shall not, and shall not
permit any Subsidiary to, incur any Debt if the ratio of Annualized EBITDA After
Minority Interest to Interest Expense (in each case as defined below) for the
period consisting of the four consecutive fiscal quarters most recently ended
prior to the date on which such additional Debt is to be incurred shall have
been less than 1.75 to 1.00 on a pro forma basis after giving effect to the
incurrence of such Debt and to the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt and any other Debt incurred
since the first day of such four-quarter period had been incurred, and the
proceeds therefrom had been applied (to whatever purposes such proceeds had been
applied as of the date of calculation of such ratio), at the beginning of such
period, (ii) any other Debt that has been repaid or retired since the first day
of such four-quarter period had been repaid or retired at the beginning of such
period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance
of such Debt during such period), (iii) any income earned as a result of any
assets having been placed in service since the end of such four-quarter period
had been earned, on an annualized basis, during such period, and (iv) in the
case of any acquisition or disposition by the Operating Partnership, any
Subsidiary or any unconsolidated joint venture in which the Operating
Partnership or any Subsidiary owns an interest, of any assets since the first
day of such four-quarter period, including, without limitation, by merger, stock
purchase or sale, or asset purchase or sale, such acquisition or disposition and
any related repayment of Debt had occurred as of the first day of such period
with the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation.

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

                                       10
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            (b)   MAINTENANCE OF UNENCUMBERED ASSETS. The Operating Partnership
is required to maintain Unencumbered Assets (as defined below) of not less than
150% of the aggregate outstanding principal amount of the Unsecured Debt (as
defined below) of the Operating Partnership.

     SECTION 2.02.   DEFINITIONS. As used herein:

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

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

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

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

     "DEBT" means any indebtedness of the Operating Partnership and its
Subsidiaries on a consolidated basis, less any portion attributable to minority
interests, plus the Operating Partnership's allocable portion, based on its
ownership interest, of indebtedness of unconsolidated joint ventures, in respect
of (i) borrowed money evidenced by bonds, notes, debentures or similar
instruments, as determined in accordance with generally accepted accounting
principles, (ii) indebtedness secured by any

                                       11
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mortgage, pledge, lien, charge, encumbrance or any security interest existing on
property owned by the Operating Partnership or any Subsidiary directly, or
indirectly through unconsolidated joint ventures, as determined in accordance
with generally accepted accounting principles, (iii) reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an accrued
expense or trade payable and (iv) any lease of property by the Operating
Partnership or any Subsidiary as lessee which is reflected in the Operating
Partnership's consolidated balance sheet as a capitalized lease or any lease of
property by an unconsolidated joint venture as lessee which is reflected in such
joint venture's balance sheet as a capitalized lease, in each case, in
accordance with generally accepted accounting principles; provided, that Debt
also includes, to the extent not otherwise included, any obligation by the
Operating Partnership or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise, items of indebtedness of another Person (other than the
Operating Partnership or any Subsidiary) described in clauses (i) through (iv)
above (or, in the case of any such obligation made jointly with another Person,
the Operating Partnership's or Subsidiary's allocable portion of such obligation
based on its ownership interest in the related real estate assets).

     "DRC MERGER" means the merger of Old SPG and DeBartolo Realty Corporation
and related transactions consummated on August 9, 1996, pursuant to the
Agreement and Plan of Merger between Old SPG and DeBartolo Realty Corporation.

     "INTERCOMPANY DEBT" means Debt to which the only parties are the Company,
the Operating Partnership and any of their Subsidiaries (but only so long as
such Debt is held solely by any of the Company, the Operating Partnership and
any Subsidiary) that is subordinate in right of payment to the Notes.

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

     "SECURED DEBT" means Debt secured by any mortgage, lien, pledge,
encumbrance or security interest of any kind upon any of the property of the
Operating Partnership or any Subsidiary, whether owned at the date of the
Original Indenture or thereafter acquired.

     "SPG LP" means Simon Property Group, L.P., a predecessor subsidiary of the
Operating Partnership which, effective December 31, 1997, was merged into the
Operating Partnership.

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

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

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

                                       12
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                                   ARTICLE III

                               REGISTRATION RIGHTS

     SECTION 3.01.   REGISTRATION RIGHTS AGREEMENT.

            (a)   The Operating Partnership shall enter into the Registration
Rights Agreement with the Initial Purchasers for the benefit of the Holders of
the Notes wherein the Operating Partnership shall agree, for the benefit of the
Holders of the Notes, to use its reasonable best efforts (i) to file with the
Commission within 120 calendar days after the date on which the Operating
Partnership delivers the Notes to the Initial Purchasers (the "Closing Date") a
registration statement (the "Exchange Offer Registration Statement") with
respect to the Exchange Notes and (ii) to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 165 calendar
days after the Closing Date. Promptly after the Exchange Offer Registration
Statement has been declared effective, the Operating Partnership shall offer to
the Holders the opportunity to exchange all their Notes of a series for Exchange
Notes of the same series pursuant to the Exchange Offer. The Operating
Partnership shall keep the Exchange Offer open for not less than 30 calendar
days (or longer, if required by applicable law) after the date on which the
notice of the Exchange Offer is mailed to the Holders of the Notes but shall, in
any event, use its reasonable best efforts to cause the Exchange Offer to be
consummated within 210 days of the Closing Date. For each Note validly tendered
to the Operating Partnership pursuant to the Exchange Offer, the Holder of such
Note shall receive an Exchange Note of the same series having a principal amount
equal to the principal amount of the tendered Note.

            (b)   Each Holder of the Notes (other than certain specified
Holders) that wishes to exchange the Notes for Exchange Notes in the Exchange
Offer shall be required to represent that (i) it is not an Affiliate of the
Operating Partnership, (ii) the Exchange Notes to be received by it were
acquired in the ordinary course of its business and (iii) at the time of the
Exchange Offer, it has no arrangement with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes.

            (c)   The Registration Rights Agreement also shall provide that if,
(i) because of any change in law or in currently prevailing interpretations of
the staff of the Commission, the Operating Partnership is not permitted to
effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 210
days of the Closing Date, or (iii) in the case of any Holder that participates
in the Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Operating Partnership within the meaning of the Securities Act
or as a broker-dealer), then in each case, the Operating Partnership shall (x)
promptly deliver to the Holders written notice thereof and (y) at the Operating
Partnership's sole expense (a) as promptly as practicable (but in no event more
than 60 days after so required or requested pursuant to the Registration Rights
Agreement), file a shelf registration statement covering resales of the Notes
(the "Shelf Registration Statement"), (b) use its reasonable best efforts to
cause the Shelf Registration Statement to be declared effective under the
Securities Act and (c) use its reasonable best efforts to keep effective the
Shelf Registration Statement until the earlier of two years (or, if Rule 144(k)
is amended to provide a shorter restrictive period, the end of such shorter
period) after the Closing Date or such time as all of the applicable Notes have
been sold thereunder. The Operating Partnership shall, if a Shelf Registration
Statement is filed, provide to each Holder of the Notes copies of the prospectus
that is a part of the Shelf Registration Statement, notify each such Holder when
the Shelf Registration Statement for the Notes has become effective and take
certain other actions as are required to permit unrestricted resales of the
Notes. A Holder that sells Notes pursuant to the Shelf Registration Statement
shall be required to be named as a selling security Holder in the related
prospectus, to provide information related thereto and to deliver such
prospectus to purchasers,

                                       13
<Page>

shall be subject to certain of the civil liability provisions under the
Securities Act in connection with such sales and shall be bound by the
provisions of the Registration Rights Agreement that are applicable to such a
Holder (including certain indemnification rights and obligations).

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

            (a)   If (i) the Exchange Offer Registration Statement is not filed
     with the Commission on or prior to the 120th day following the Closing
     Date, (ii) the Exchange Offer Registration Statement is not declared
     effective on or prior to the 165th day following the Closing Date or (iii)
     the Exchange Offer is not consummated or the Shelf Registration Statement
     is not declared effective on or prior to the 210th day following the
     Closing Date, the Special Interest Premium shall accrue from and including
     the next day following each of (a) such 120-day period in the case of
     clause (i) above, (b) such 165-day period in the case of clause (ii) above
     and (c) such 210-day period in the case of clause (iii) above, in each case
     at a rate equal to 0.50% per annum. The aggregate amount of the Special
     Interest Premium payable pursuant to the above provisions shall in no event
     exceed 0.50% per annum. If the Exchange Offer Registration Statement is not
     declared effective on or prior to the 165th day following the Closing Date
     and the Operating Partnership shall request Holders of Notes to provide the
     information called for by the Registration Rights Agreement for inclusion
     in the Shelf Registration Statement, the Notes owned by Holders who do not
     deliver such information to the Operating Partnership when required
     pursuant to the Registration Rights Agreement shall not be entitled to any
     such increase in the interest rate for any day after the 210th day
     following the Closing Date. Upon (1) the filing of the Exchange Offer
     Registration Statement after the 120-day period described in clause (i),
     (2) the effectiveness of the Exchange Offer Registration Statement after
     the 165-day period described in clause (ii) above or (3) the consummation
     of the Exchange Offer or the effectiveness of a Shelf Registration
     Statement, as the case may be, after the 210-day period described in clause
     (iii) above, the interest rate on each series of Notes from the date of
     such effectiveness or consummation, as the case may be, shall be reduced to
     the original interest rate provided for herein for such series of Notes.

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

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

                                       14
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                                   ARTICLE IV

                              TRANSFER AND EXCHANGE

     SECTION 4.01.   TRANSFER AND EXCHANGE.

            (a)   By its acceptance of any Initial Note represented by a
certificate bearing the legend set forth in Section 5.01(a) hereof (the "Private
Placement Legend"), each Holder of, and beneficial bearer of an interest in,
such Initial Note acknowledges the restrictions on transfer of such Initial Note
and agrees that it shall transfer such Initial Note only in accordance with such
restrictions. Each purchaser (other than the Initial Purchasers) of the Notes
and each Person to whom the Notes are transferred shall, prior to the Resale
Restriction Termination Date (as defined in the Private Placement Legend), be
deemed to have acknowledged, represented and agreed to the matters and
restrictions on transfer described under the heading "Notice to Investors" in
the Offering Memorandum of the Operating Partnership, dated August 4, 2004,
relating to the Initial Notes. Upon the registration of transfer, exchange or
replacement of an Initial Note not bearing the Private Placement Legend, the
Trustee shall deliver an Initial Note or Initial Notes that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of an Initial Note bearing the Private Placement Legend, the Trustee
shall deliver an Initial Note or Initial Notes bearing the Private Placement
Legend, unless such legend may be removed from such Note as provided in this
Section 4.01(a). If the Private Placement Legend has been removed from an
Initial Note, as provided herein, no other Initial Note issued in exchange for
all or any part of such Initial Note shall bear such legend, unless the
Operating Partnership has reasonable cause to believe that such other Initial
Note represents a "restricted security" within the meaning of Rule 144 under the
Securities Act and instructs the Trustee in writing to cause a legend to appear
thereon. Each Initial Note shall bear the Private Placement Legend unless and
until:

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

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

            (b)   The Initial Global Note or Exchange Global Note, as the case
may be, shall be exchanged by the Operating Partnership for one or more Initial
Certificated Notes or Exchange Certificated Notes, as applicable, if (i) DTC (1)
has notified the Operating Partnership that it is unwilling or unable to
continue as, or ceases to be, a clearing agency registered under Section 17A of
the Exchange Act and (2) a successor to DTC registered as a clearing agency
under Section 17A of the Exchange Act is not able to be appointed by the
Operating Partnership within 90 calendar days or (ii) DTC is at any time
unwilling or unable to continue as depositary and the Operating Partnership is
not able to appoint a successor to DTC within 90 calendar days. If an Event of
Default occurs and is continuing, the Operating Partnership shall, at the
request of the Trustee or the Holder thereof, exchange all or part of the
Initial Global Note or Exchange Global Note, as the case may be, for one or more
Initial Certificated Notes or

                                       15
<Page>

Exchange Certificated Notes, as applicable. Whenever a Global Note is exchanged
for one or more Initial Certificated Notes or Exchange Certificated Notes, as
the case may be, it shall be surrendered by the Holder thereof to the Trustee
and cancelled by the Trustee. All Initial Certificated Notes or Exchange
Certificated Notes issued in exchange for a Global Note or a portion thereof
shall be registered in such names, and delivered, as DTC shall instruct the
Trustee. Any Initial Certificated Notes issued pursuant to this Section 4.01(b)
shall include the Private Placement Legend, except as set forth in Section
4.01(a) hereof.

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

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

                                    ARTICLE V

                                     LEGENDS

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

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

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

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
     OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
     TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
     DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR
     ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR
     ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP

                                       16
<Page>

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

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

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

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

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

                                       17
<Page>

     ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

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

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

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

                                   ARTICLE VI

                                     TRUSTEE

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

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

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

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

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

                                       18
<Page>

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

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

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

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

                                       19
<Page>

                                     * * * *

     IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth
Supplemental Indenture to be duly executed all as of the date first above
written.


                                     SIMON PROPERTY GROUP, L.P.

                                     By:    Simon Property Group, Inc.,
                                            its General Partner


                                     By:    /s/  Stephen E. Sterrett
                                         ----------------------------------
                                         Name:   Stephen E. Sterrett
                                         Title:  Executive Vice President


                                     JPMORGAN CHASE BANK
                                       as Trustee


                                     By:    /s/  James D. Heaney
                                         ----------------------------------
                                         Name:   James D. Heaney
                                         Title:  Vice President

<Page>

                                                                       EXHIBIT A

                     FORM OF INITIAL RESTRICTED GLOBAL NOTE

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

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

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

                                       A-1
<Page>

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

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

REGISTERED                                                            REGISTERED
NO. [___]                                                       PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                           RESTRICTED GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of [400,000,000/500,000,000] dollars on [August 15,
2010/August 15, 2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

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

                                       A-2
<Page>

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

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

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated August 11, 2004 (the "Registration Rights Agreement")
among the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Initial Purchasers").

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

     If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 120th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 210th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 120-day period in the case of
clause (i) above, (b) such 165-day period in the case of clause (ii) above and
(c) such 210-day period in the case of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note shall not be
entitled to any such increase in the interest rate for any day after the 210th
day following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 120-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 165-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a

                                       A-3
<Page>

Shelf Registration Statement, as the case may be, after the 210-day period
described in clause (iii) above, the interest rate on this Note from the date of
such effectiveness or consummation, as the case may be, shall be reduced to the
original interest rate provided for herein.

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

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

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

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

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

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

                                       A-4
<Page>

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

Dated: August 11, 2004

                                     SIMON PROPERTY GROUP, L.P.
                                          as Issuer

                                     By:  SIMON PROPERTY GROUP, INC.
                                          as General Partner


                                     By:
                                        ---------------------------
                                        Name:
Attest:                                 Title:


By:
     ----------------------------
     Name:
     Title:

                                       A-5
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     JPMORGAN CHASE BANK
                                        as Trustee


                                     By:
                                         ------------------------------
                                            Authorized Officer

                                       A-6
<Page>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

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

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

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

                                       A-7
<Page>

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

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

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

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

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

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

                                       A-8
<Page>

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

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

                                       A-9
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT - _____ Custodian ____ (Cust) ____
(minor) under Uniform Gifts to Minors Act ____________ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

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

Dated:
      ----------------   -------------------------------------------------------

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

                                      A-10
<Page>

                        ASSIGNMENT & TRANSFER CERTIFICATE

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

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

                                   [CHECK ONE]

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

                                       OR

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

                                       OR

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

                                      A-11
<Page>

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

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of registered holder]


                               By:
                                  ----------------------------------------------

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

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

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

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of transferee]


                               By:
                                  ----------------------------------------------
                                                Executive Officer


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

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

                                      A-12
<Page>

and agrees that this Note has not been registered under the Securities Act of
1933, as amended, and may not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of transferee]


                               By:
                                  ----------------------------------------------
                                                 Executive Officer


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

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

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of transferee]


                               By:
                                  ----------------------------------------------
                                                 Executive Officer

                                      A-13
<Page>

                                                                       EXHIBIT B

                    FORM OF INITIAL REGULATION S GLOBAL NOTE

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

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

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

                                       B-1
<Page>

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

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

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                          REGULATION S GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of [400,000,000/500,000,000] dollars on [August 15,
2010/August 15, 2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

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

                                       B-2
<Page>

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

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

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated August 11, 2004 (the "Registration Rights Agreement")
among the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Initial Purchasers").

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

     If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 120th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 210th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 120-day period in the case of
clause (i) above, (b) such 165-day period in the case of clause (ii) above and
(c) such 210-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note shall not be
entitled to any such increase in the interest rate for any day after the 210th
day following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 120-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 165-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a

                                       B-3
<Page>

Shelf Registration Statement, as the case may be, after the 210-day period
described in clause (iii) above, the interest rate on this Note from the date of
such effectiveness or consummation, as the case may be, shall be reduced to the
original interest rate provided for herein.

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

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

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

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

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

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

                                       B-4
<Page>

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

Dated: August 11, 2004

                                        SIMON PROPERTY GROUP, L.P.
                                        as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            -------------------------------
                                            Name:
Attest:                                     Title:


By:
    -------------------------------
    Name:
    Title:

                                       B-5
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                           ------------------------------
                                               Authorized Officer

                                       B-6
<Page>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

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

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

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

                                       B-7
<Page>

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

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

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

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

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

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

                                       B-8
<Page>

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

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

                                       B-9
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT - _________ Custodian _____(Cust)_____
(minor) under Uniform Gifts to Minors Act____________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

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

Dated:
       ---------------   -------------------------------------------------------

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

                                      B-10
<Page>

                        ASSIGNMENT & TRANSFER CERTIFICATE

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

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

                                   [CHECK ONE]

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

                                       OR

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

                                       OR

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

                                      B-11
<Page>

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

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of registered holder]


                          By:
                             ---------------------------------------------------


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

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

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

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer


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

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

                                      B-12
<Page>

and agrees that this Note has not been registered under the Securities Act of
1933, as amended, and may not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer


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

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

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer

                                      B-13
<Page>

                                                                       EXHIBIT C

                        FORM OF INITIAL CERTIFICATED NOTE

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

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

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

                                       C-1
<Page>

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _____________________________, or
registered assigns, the principal sum of __________________ dollars on August
[15/15], [2010/2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

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

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

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

                                       C-2
<Page>

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

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated August 11, 2004 (the "Registration Rights Agreement")
among the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Initial Purchasers").

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

     If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 120th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 210th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 120-day period in the case of
clause (i) above, (b) such 165-day period in the case of clause (ii) above and
(c) such 210-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note shall not be
entitled to any such increase in the interest rate for any day after the 210th
day following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 120-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 165-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 210-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, shall be reduced to the original interest rate provided for herein.

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

                                       C-3
<Page>

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

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

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

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

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

                                       C-4
<Page>

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

Dated: August 11, 2004

                                        SIMON PROPERTY GROUP, L.P.
                                             as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            ---------------------------
                                            Name:
Attest:                                     Title:


By:
    ------------------------------
    Name:
    Title:

                                       C-5
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                            ---------------------------
                                              Authorized Officer

                                       C-6
<Page>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

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

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

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

                                       C-7
<Page>

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

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

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

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

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

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

                                       C-8
<Page>

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

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

                                       C-9
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -________ Custodian_____(Cust)______
(minor) under Uniform Gifts to Minors Act___________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

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


Dated:
       ---------------   -------------------------------------------------------

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

                                      C-10
<Page>

                        ASSIGNMENT & TRANSFER CERTIFICATE

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

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

                                   [CHECK ONE]

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

                                       OR

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

                                       OR

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

                                      C-11
<Page>

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

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of registered holder]


                          By:
                             ---------------------------------------------------


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

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

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

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer


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

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

                                      C-12
<Page>

and agrees that this Note has not been registered under the Securities Act of
1933, as amended, and may not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                 Executive Officer


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

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

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer

                                      C-13
<Page>

                                                                       EXHIBIT D

                          FORM OF EXCHANGE GLOBAL NOTE

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

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

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]

                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of [400,000,000/500,000,000] dollars on August
15/15], [2010/2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February
[15/15/] of each year (each, an "Interest Payment Date"), commencing on February
[15/15], 2005, and on the Maturity Date, at the rate of [4.875/5.625]% per
annum, until payment of said principal sum has been made or duly provided for.

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

                                       D-1
<Page>

which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture (as defined below).
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
August 11, 2004, in the case of the initial Interest Payment Date) to but
excluding the applicable Interest Payment Date or the Maturity Date, as the case
may be. If any date for the payment of principal, premium, if any, interest on,
or any other amount with respect to, this Note (each a "Payment Date") falls on
a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

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

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

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

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

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

                                       D-2
<Page>

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

Dated:__________, 20__

                                        SIMON PROPERTY GROUP, L.P.
                                             as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            ----------------------------
                                            Name:
Attest:                                     Title:


By:
    --------------------------
    Name:
    Title:

                                       D-3
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                            ---------------------------
                                              Authorized Officer

                                       D-4
<Page>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

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

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

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

                                       D-5
<Page>

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

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

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

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

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

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

                                       D-6
<Page>

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

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

                                       D-7
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -________ Custodian_____(Cust)____
(minor) under Uniform Gifts to Minors Act________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

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

Dated:
      ----------------   -------------------------------------------------------

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

                                       D-8
<Page>

                                                                       EXHIBIT E

                       FORM OF EXCHANGE CERTIFICATED NOTE

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]


     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _____________________________, or
registered assigns, the principal sum of ____________________ dollars on August
[15/15], [2010/2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

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

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

                                       E-1
<Page>

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

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

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

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

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

                                       E-2
<Page>

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

Dated: _______________, 20__

                                        SIMON PROPERTY GROUP, L.P.
                                             as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            ---------------------------
                                            Name:
Attest:                                     Title:


By:
    --------------------------
    Name:
    Title:

                                       E-3
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                            ---------------------------
                                               Authorized Officer

                                       E-4
<Page>

                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

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

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

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

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

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

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

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

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

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

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

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

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                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -__________ Custodian____(Cust)____
(minor) under Uniform Gifts to Minors Act_________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

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


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

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

Dated:
      ----------------   -------------------------------------------------------

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

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