Exhibit 4.1


               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.95% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES G

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.

            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF

                              THE STATE OF DELAWARE


         General Growth Properties, Inc., a Delaware corporation (the
"Company"), hereby certifies that pursuant to the authority contained in Article
IV of its Second Amended and Restated Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), and in accordance with Section 151 of the
General Corporation Law of the State of Delaware (the "DGCL"), its Board of
Directors (the "Board"), on April 9, 2002, adopted the following resolution
creating a series of its preferred stock, par value $100 per share, liquidation
preference $1,000 per share, designated as the "8.95% Cumulative Redeemable
Preferred Stock, Series G";

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

         WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of the preferred stock to
be designated the "8.95% Cumulative Redeemable Preferred Stock, Series G" and
the number of shares constituting such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
8.95% Cumulative Redeemable Preferred Stock, Series G on the terms and with the
provisions herein set forth.

I.       Certain Definitions


         As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the
plural and vice versa), unless the context otherwise requires:

         "Act" shall mean the Securities Act of 1933, as amended.

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.

         "Capital Stock" shall mean Common Stock or Preferred Stock. The term
"Capital Stock" shall not include convertible debt securities.

         "Common Stock" shall mean the common stock, par value $.10 per share,
of the Company.

         "Company" shall mean General Growth Properties, Inc., a Delaware
corporation.

         "Dividend Period" shall mean quarterly dividend periods commencing on
(and including) the fifteenth day of each January, April, July and October of
each year and ending on (and including) the day preceding the first day of the
next succeeding Dividend Period.

         "GGPLP L.L.C." shall mean GGPLP L.L.C., a Delaware limited liability
company.

         "NYSE" shall mean the New York Stock Exchange.

         "Ownership Limitations" shall mean the restrictions on transferability
and ownership described in Article IV of the Certificate of Incorporation,
specifically, that ownership of more than 7.5% of the value of the outstanding
shares of Capital Stock of the Company, including the Series G Preferred Stock,
is restricted.

         "Redemption Date" shall mean any date fixed for redemption of the
shares of Series G Preferred Stock by the Company.

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

         "Series A Preferred Stock" shall mean the 7.25% Preferred Income Equity
Redeemable Stock, Series A of the Company.

         "Series B Preferred Stock" shall mean the 8.95% Cumulative Redeemable
Preferred Stock, Series B.

         "Series B Preferred Units" shall mean the 8.95% Series B Cumulative
Redeemable Preferred Units of membership interest in GGPLP L.L.C.

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

         "Transfer Agent" shall mean ChaseMellon Shareholder Services, L.L.C.,
the principal corporate trust office of which currently is located at 150 North
Wacker Drive, Suite 2120, Chicago, Illinois 60606, or such other agent or agents
of the Company as may be designated by the Board or its designee as the transfer
agent for the Series G Preferred Stock.


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II.      Designation and Number of Shares


         A series of preferred stock, designated the "8.95% Cumulative
Redeemable Preferred Stock, Series G" (the "Series G Preferred Stock"), is
hereby established. The par value of the Series G Preferred Stock is $100 per
share, which is not a change in the par value per share of the Preferred Stock
as set forth in the Certificate of Incorporation. The liquidation preference per
share of the Series G Preferred Stock is $1,000. The authorized number of shares
of Series G Preferred Stock is 75,000. The Series G Preferred Stock shall not
have any relative, participating, optional or other special rights and powers
other than as set forth herein.


III.     Rank


         The Series G Preferred Stock, with respect to payment of dividends and
amounts upon voluntary or involuntary liquidation, dissolution or winding-up of
the Company, shall be deemed to rank:

         (a) senior to all classes or series of Common Stock and to all Capital
Stock of the Company other than each series of Preferred Stock referred to in
Section III(b) or (c);

         (b) on a parity with the Series A Preferred Stock, Series B Preferred
Stock, and each other series of Preferred Stock issued by the Company which
provides by its express terms that it ranks on parity with the Series G
Preferred Stock with respect to payment of dividends or amounts upon
liquidation, dissolution or winding-up of the Company; and

         (c) junior to any class or series of Capital Stock that is issued by
the Company in accordance with Section IV(a).


IV.      Voting


         (a) So long as any shares of Series G Preferred Stock remain
outstanding, the Company shall not, without the affirmative vote or consent of
the holders of at least fifty-one percent (51%) of the shares of Series G
Preferred Stock outstanding at the time, given in person or by proxy, either in
writing or at a meeting (such series voting separately as a class), (i)
authorize or create, or increase the authorized or issued amount of, any class
or series of shares of Capital Stock ranking senior to the Series G Preferred
Stock with respect to the payment of dividends or the distribution of assets
upon voluntary or involuntary liquidation, dissolution or winding-up of the
Company or reclassify any Common Stock into Capital Stock ranking senior to or
on parity with the Series G Preferred Stock with respect to the payment of
dividends or the distribution of assets upon voluntary or involuntary
liquidation, dissolution or winding-up of the Company, (ii) issue additional
shares of Series G Preferred Stock (other than those issued in exchange for
Series B Preferred Units pursuant to the operating agreement of GGPLP L.L.C.) or
(iii) amend, alter or repeal the provisions of the Certificate of Incorporation
or this Certificate of


                                       3

Designations, whether by merger, consolidation or otherwise (an "Event"), so as
to negate the provisions of clause (i) or (ii) of this paragraph or materially
and adversely affect any special right, preference, privilege or voting power of
the holders of Series G Preferred Stock; provided, however, (A) with respect to
the occurrence of any of the Events set forth in clause (iii) of this paragraph,
so long as shares of Series G Preferred Stock remain outstanding with the terms
thereof materially unchanged, taking into account that, upon the occurrence of
an Event, the Company may not be the surviving entity, the occurrence of any
such Event shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting power of holders of the Series G Preferred
Stock and (B) any increase in the amount of the authorized Preferred Stock or
any series of the Preferred Stock or the creation or issuance of any other
series of Preferred Stock, in each case ranking on a parity with or junior to
the Series G Preferred Stock with respect to payment of dividends and the
distribution of assets upon voluntary or involuntary liquidation, dissolution or
winding-up of the Company, shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting powers.

         (b) Notwithstanding anything to the contrary contained herein, the
foregoing voting provisions shall not apply if, at or prior to the time when the
act with respect to which such vote would otherwise be required shall be
effected, all outstanding Series G Preferred Stock shall have been redeemed or
called for redemption upon proper notice and sufficient funds shall have been
deposited in trust to effect such redemption.

         (c) For purposes of the foregoing provisions of this Section IV, each
share of Series G Preferred Stock shall have one (1) vote per share. Except as
otherwise required by applicable law or as set forth herein, the shares of
Series G Preferred Stock shall not have any relative, participating, optional or
other voting rights and powers or the right to receive notice of meetings and
the consent of the holders thereof shall not be required for the taking of any
corporate action.


V.       Dividends.


         (a) The holders of shares of the Series G Preferred Stock shall be
entitled to receive, when, as and if declared by the Board, out of assets
legally available for the payment of dividends and subject to the right to
payment of holders of Capital Stock ranking senior to or on parity with the
Series G Preferred Stock as to payment of dividends and amounts upon
liquidation, dissolution or winding-up of the Company, quarterly cumulative cash
dividends in an amount per share of Series G Preferred Stock equal to 8.95% of
the $1,000 liquidation preference thereof per annum (or $22.375 per quarter).
Dividends on the shares of the Series G Preferred Stock are cumulative and shall
accrue from and after the date of issuance thereof (the "Series G Initial
Issuance Date"), whether or not in any Dividend Period or Periods there shall be
funds of the Company legally available for the payment of such dividends.
Dividends on the shares of the Series G Preferred Stock shall be payable in
arrears quarterly when, as and if declared by the Board, on the fifteenth day of
each January, April, July and October or, if not a Business Day, the next
succeeding Business Day, beginning on the first such date following the Initial
Series G Issuance Date (each, a "Dividend Payment Date"). Each such dividend
shall be payable in arrears to holders of record of shares of the Series G
Preferred Stock, as such holders


                                       4

appear in the stock records of the Company at the close of business on the
applicable record date, which shall be the first day of the calendar month in
which the applicable Dividend Payment Date falls or such other date designated
by the Board for the payment of dividends that is not more than 30 nor less than
10 days prior to such Dividend Payment Date (each, a "Dividend Record Date").
Accrued and unpaid dividends for any past Dividend Periods may be declared and
paid at any time, without reference to any Dividend Payment Date, to holders of
record on such date, not exceeding 45 days preceding the payment date thereof,
as may be fixed by the Board.

         (b) The amount of dividends payable per share of Series G Preferred
Stock for each full Dividend Period shall equal the quotient of 8.95% of the
$1,000 liquidation preference thereof divided by four (or $22.375). The amount
of dividends payable for the initial Dividend Period, or any other period
shorter or longer than a full Dividend Period, on the Series G Preferred Stock,
shall be prorated and computed on the basis of twelve 30-day months and a
360-day year. Holders of shares of Series G Preferred Stock shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of cumulative dividends, as provided in this Section V, on the Series G
Preferred Stock. Any dividend payment made on the Series G Preferred Stock shall
first be credited against the earliest accumulated but unpaid dividend due with
respect to such shares which remains payable. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series G Preferred Stock that may be in arrears.

         (c) Notwithstanding the foregoing, dividends on the Series G Preferred
Stock shall accumulate whether or not there are funds legally available for the
payment thereof and whether or not such distributions are authorized.

         (d) Except as provided in Section V(e) herein, so long as any shares of
Series G Preferred Stock are outstanding, no dividends (other than in Common
Stock or other Capital Stock of the Company ranking junior to the Series G
Preferred Stock as to payment of dividends and amounts upon liquidation,
dissolution or winding-up of the Company) shall be declared or paid or set apart
for payment upon the Common Stock or any other class or series of Capital Stock
of the Company ranking, as to payment of dividends or amounts distributable upon
liquidation, dissolution or winding-up of the Company, on a parity with or
junior to the Series G Preferred Stock, for any period nor shall any Common
Stock or other Capital Stock of the Company ranking junior to or on a parity
with the Series G Preferred Stock as to payment of dividends or amounts upon
liquidation, dissolution or winding-up of the Company, be redeemed, purchased or
otherwise acquired for any consideration (or any monies be paid to or made
available for a sinking fund for the redemption of any such Capital Stock) by
the Company (except by conversion into or exchange for other Capital Stock of
the Company ranking junior to the Series G Preferred Stock as to payment of
dividends and amounts upon liquidation, dissolution or winding-up of the Company
or by redemptions for the purpose of maintaining the Company's qualification as
a real estate investment trust ("REIT") for U.S. federal income tax purposes)
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series G Preferred Stock for all Dividend Periods ending on or
prior to the dividend payment


                                       5

date for such other class or series of capital stock or the date of such
redemption, purchase or other acquisition, as the case may be.

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


VI.      Liquidation Preference.


         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and subject to the rights of holders of
Capital Stock ranking senior to the Series G Preferred Stock as to the
distribution of assets upon the liquidation, dissolution or winding-up of the
Company, before any payment or distribution of the assets of the Company
(whether capital or surplus) shall be made to or set apart for the holders of
Common Stock or any other Capital Stock ranking junior to the Series G Preferred
Stock as to the distribution of assets upon the liquidation, dissolution or
winding-up of the Company, the holders of shares of the Series G Preferred Stock
shall be entitled to receive out of the assets of the Company available for
distribution to stockholders remaining after payment or provisions for payment
of all debts and other liabilities of the Company a liquidation preference of
$1,000 per share, plus an amount equal to all dividends (whether or not earned
or declared) accrued and unpaid thereon to the date of final distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any such voluntary or involuntary liquidation, dissolution or winding-up of
the Company, the assets of the Company, or proceeds thereof, distributable among
the holders of the shares of Series G Preferred Stock, are insufficient to pay
in full the preferential amount aforesaid on the shares of Series G Preferred
Stock and liquidating payments on any other shares of any class or series of
Capital Stock ranking, as to payment of amounts upon the liquidation,
dissolution or winding-up of the Company, on a parity with the Series G
Preferred Stock, then such assets, or the proceeds thereof, shall be distributed
among the holders of shares of Series G Preferred Stock and any such other
parity stock ratably in accordance with the respective amounts that would be
payable on such shares of Series G Preferred Stock and such other stock if all
amounts payable thereon were paid in full. For the purposes of this Section VI,
none of (i) a consolidation or merger of the Company with or into another
entity, (ii) a merger of another entity with or into the Company, (iii) a
statutory share exchange by the Company or (iv) a sale, lease or conveyance of
all or substantially all of the Company's assets, properties or business shall
be deemed to be a liquidation, dissolution or winding-up of the Company.


                                       6

         (b) Written notice of such liquidation, dissolution or winding-up of
the Company, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series G Preferred Stock at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Company.

         (c) After payment of the full amount of liquidating distributions to
which they are entitled, the holders of Series G Preferred Stock shall have no
right or claim to any of the remaining assets of the Company.


VII.     Redemption.


         (a) General. The shares of Series G Preferred Stock are not redeemable
prior to April 17, 2007. To ensure that the Company remains a qualified REIT for
U.S. federal income tax purposes, however, the Series G Preferred Stock shall be
subject to the provisions of Article IV of the Certificate of Incorporation
pursuant to which Series G Preferred Stock owned by a stockholder (i) in excess
of the Ownership Limit or the Existing Holder Limit (as defined in Section VIII
hereof) or (ii) that would cause the Company to become "closely held" within the
meaning of Section 856(h) of the Internal Revenue Code of 1986, as amended (the
"Code") shall automatically be transferred to a Trust (as defined in Article IV
of the Certificate of Incorporation) and the Company shall have the right to
purchase such shares, as provided in Article IV of the Certificate of
Incorporation, notwithstanding the first sentence of this paragraph (a).

         (b) Cash Redemption Right. On and after April 17, 2007, the Company, at
its option, upon giving notice as provided below, may redeem the Series G
Preferred Stock, in whole or from time to time in part, at the redemption price
per share of Series G Preferred Stock of $1,000, plus, in each case, all
dividends accumulated and unpaid on such Series G Preferred Stock to the date of
such redemption (the "Redemption Right").

         (c) Limitations on Redemption.


                  (i) If fewer than all of the outstanding shares of Series G
Preferred Stock are to be redeemed pursuant to the Redemption Right, the shares
to be redeemed shall be determined pro rata or by lot. If such redemption is to
be by lot and, as a result of such redemption, (i) any holder of Series G
Preferred Stock would become a holder of a number of shares of Series G
Preferred Stock in excess of the Ownership Limit or the Existing Holder Limit or
(ii) the Company would become "closely held" within the meaning of Section
856(h) of the Code because such holder's Series G Preferred Stock were not
redeemed, or were only redeemed in part, then, except as otherwise provided in
the Certificate of Incorporation, the Company will redeem the requisite number
of shares of Series G Preferred Stock of such holder such that the holder of
such shares (i) will not hold in excess of the Ownership Limit or the Existing
Holder


                                       7

Limit subsequent to such redemption or (ii) will not cause the Company to become
"closely held" within the meaning of Section 856(h) of the Code.

                  (ii) Notwithstanding anything to the contrary contained
herein, unless full cumulative dividends on all outstanding shares of Series G
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all Dividend Periods ending on or prior to the date of redemption or purchase,
no shares of Series G Preferred Stock shall be redeemed unless all outstanding
shares of Series G Preferred Stock are simultaneously redeemed; provided,
however, that the foregoing shall not prevent the purchase or acquisition of
Series G Preferred Stock pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of Series G Preferred Stock. In
addition, unless full cumulative dividends on all outstanding shares of Series G
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for payment thereof set apart for payment for all
past Dividend Periods, the Company shall not purchase or otherwise acquire
directly or indirectly any Series G Preferred Stock, or any shares of any class
or series of Capital Stock of the Company ranking, as to payment of dividends or
amounts distributable upon liquidation, dissolution or winding-up of the
Company, junior to or on a parity with the Series G Preferred Stock (except by
conversion into or exchange for Common Stock or other Capital Stock of the
Company ranking junior to or on a parity with the Series G Preferred Stock as to
payment of dividends or amounts upon liquidation, dissolution or winding-up of
the Company and except for redemptions for the purposes of maintaining the
Company's qualification as a REIT).

                  (iii) Immediately prior to any redemption of any Series G
Preferred Stock, the Company shall pay, in cash, any accumulated and unpaid
dividends with respect thereto through the Redemption Date, unless a Redemption
Date falls after a Dividend Record Date and on or prior to the corresponding
Dividend Payment Date, in which case each holder of shares of Series G Preferred
Stock at the close of business on such Dividend Record Date shall be entitled to
the dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares on or prior to such Dividend
Payment Date. Except as provided above, the Company will make no payment, or
allowance for unpaid dividends, whether or not in arrears, on Series G Preferred
Stock for which a notice of redemption has been given.

         (d) Procedures for Redemption.

                  (i) Notice of redemption pursuant to the Redemption Right
shall be mailed, not less than 20 nor more than 60 days prior to the Redemption
Date, to each holder of record of shares of Series G Preferred Stock to be
redeemed, notifying such holder of the Company's election to redeem such shares.
Such notice shall be provided by first class mail, postage prepaid, at such
holder's address as the same appears on the stock records of the Company, or by
publication in The Wall Street Journal or The New York Times, or, if neither
such newspaper is then being published, any other daily newspaper of national
circulation. If the Company elects to provide such notice by publication, it
shall also promptly mail notice of such redemption to holders of the shares of
Series G Preferred Stock to be redeemed. No failure to give such notice or any
defect thereto or in the mailing thereof, to any particular holder, shall affect
the


                                       8

sufficiency of notice or the validity of the proceedings for the redemption of
any shares of Series G Preferred Stock with respect to any other holder.

                  (ii) In addition to any information required by law or by the
applicable rules of any exchange upon which the Series G Preferred Stock may be
listed or admitted to trading, such notice shall state, as appropriate: (i) the
Redemption Date, (ii) the cash redemption price per share of Series G Preferred
Stock, (iii) the number of shares of Series G Preferred Stock to be redeemed
from such holder (and, if fewer than all the shares of Series G Preferred Stock
are to be redeemed from such holder, the number of shares to be redeemed from
such holder), (iv) the place or places where certificates for shares of such
Series G Preferred Stock are to be surrendered for payment of the redemption
price in cash and (v) that dividends on the shares to be redeemed will cease to
accumulate on such Redemption Date.

                  (iii) On or after the Redemption Date, each holder of shares
of Series G Preferred Stock to be redeemed shall present and surrender the
certificates representing his Series G Preferred Stock to the Company at the
place designated in the notice of redemption and thereupon the redemption price
of such shares shall be paid to or on the order of the person whose name appears
on such certificate representing shares of Series G Preferred Stock as the owner
thereof and each surrendered certificate shall be canceled. If fewer than all
the shares represented by any such certificate representing shares of Series G
Preferred Stock are to be redeemed, a new certificate shall be issued
representing the unredeemed shares.

                  (iv) From and after the Redemption Date (unless the Company
fails to make available an amount in cash necessary to effect such redemption),
all dividends on the Series G Preferred Stock designated for redemption in such
notice shall cease to accumulate and all rights of the holders thereof, except
the right to receive the redemption price (including all accumulated and unpaid
dividends up to the Redemption Date), shall cease and terminate and such shares
shall not thereafter be transferred (except with the consent of the Company) on
the Company's books, all rights of the holders of shares of the Series G
Preferred Stock shall cease (except the right to receive the cash payable upon
such redemption) and such shares shall not be deemed to be outstanding for any
purpose whatsoever.


         The Company's obligation to provide cash in accordance with this
Section VII shall be deemed fulfilled if, on or before the Redemption Date, the
Company elects to deposit the cash necessary for redemption of the shares of
Series G Preferred Stock so called with a bank or trust company that has, or is
an affiliate of a bank or trust company that has, a capital and surplus of at
least $50,000,000, in trust, with irrevocable instructions that such cash be
applied to the redemption of the shares of Series G Preferred Stock so called
for redemption. No interest shall accrue for the benefit of the holders of
Series G Preferred Stock to be redeemed on any cash so set aside by the Company.
Any such cash unclaimed at the end of two years from the Redemption Date shall
revert to the general funds of the Company. If the Company elects to deposit the
cash necessary for redemption with a bank or trust company, in accordance with
this subsection (d)(iv), the redemption notice to holders of the shares of
Series G Preferred Stock to be redeemed shall (i) state the date of such
deposit, (ii) specify the office of such bank or trust company as the place of
redemption and (iii) require such holders to surrender the certificates


                                       9

representing such shares at such place on or about the date fixed in such
redemption notice (which may not be later than the Redemption Date) against
payment of the redemption price (including all accumulated and unpaid dividends
to the Redemption Date).

         (e) Status of Redeemed Shares of Series G Preferred Stock. Subject to
the provisions of Section III, any shares of Series G Preferred Stock that shall
at any time have been redeemed shall, after such redemption, have the status of
authorized but unissued Preferred Stock, without designation as to series until
such shares are once more designated as part of a particular series by the
Board.


VIII.    Ownership Limitations.


         The shares of Series G Preferred Stock are subject to the restrictions
on transferability and ownership provisions described in Article IV of the
Certificate of Incorporation. The ownership limit as described in Article IV of
the Certificate of Incorporation (the "Ownership Limit") shall mean that
ownership of more than 7.5% of the value of the outstanding shares of Capital
Stock of the Company, including the Series G Preferred Stock, is restricted in
order to preserve the Company's status as a REIT for U.S. federal income tax
purposes. Subject to certain limitations described in Article IV of the
Certificate of Incorporation, the Board may modify the Ownership Limit, though
the Ownership Limit may not be increased by the Board to more than 9.8%. In
addition, Article IV of the Certificate of Incorporation limits the ownership of
"Existing Holders" (the "Existing Holder Limit") and also limits transfers that
would cause the Company to become "closely held" within the meaning of Section
856(h) of the Code. Notwithstanding anything to the contrary contained herein,
the provisions hereof shall not limit or prohibit the purchase by the Company of
shares of any class or series of Capital Stock pursuant to Article IV of the
Certificate of Incorporation.


                                       10

         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed in its name and on its behalf and attested to by its
duly authorized officers on this 16th day of April, 2002.


                                          GENERAL GROWTH PROPERTIES, INC.



                                          By:    /s/ Bernard Freibaum
                                              ----------------------------------
                                                 Name:  Bernard Freibaum
                                                 Title: Executive Vice President



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