Exhibit 3.4


                              THE MILLS CORPORATION


               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                 RELATING TO THE SERIES A CUMULATIVE CONVERTIBLE
                   PREFERRED STOCK, PAR VALUE $0.01 PER SHARE

                         Pursuant to Section 151 of the
          General Corporation Law of the State of Delaware, as amended

                  The Mills Corporation, a Delaware corporation (the
"CORPORATION"), hereby certifies that pursuant to the authority contained in
Article Fourth of the Corporation's Certificate of Incorporation, and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, as amended (the "DGCL"), the following resolution was
duly adopted by a duly authorized committee of the Board of Directors of the
Corporation, creating a series of its Preferred Stock designated as Series A
Preferred Stock:

                  RESOLVED, that there is hereby created and the Corporation be,
and it hereby is, authorized to issue Seven Hundred Fifty Thousand (750,000)
shares of a series of its Preferred Stock designated as Series A Cumulative
Convertible Preferred Stock (the "SERIES A PREFERRED"; shares of Series A
Preferred are referred to herein as "SERIES A PREFERRED SHARES") to have the
powers, preferences and rights and the qualifications, limitations or
restrictions hereinafter set forth in this resolution (capitalized terms used
but not otherwise defined herein shall have the meanings ascribed thereto in
Section 8 hereof):

         SECTION 1. LIQUIDATION. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, each holder of the Series A
Preferred shall be entitled to receive with respect to each Series A Preferred
Share that it holds an amount in cash out of the assets of the Corporation
available for distribution to stockholders, before any payment or distribution
shall be made on any Junior Securities, equal to the greater of (i) the amount
necessary to generate the Base Internal Rate of Return with respect to a Series
A Preferred Share plus all accumulated and accrued but unpaid dividends (other
than Regular Dividends) to which such holders shall be entitled pursuant to
Section 2 hereof and (ii) the amount such holder would receive with respect to
the Common Stock that would be issued with respect to such Series A Preferred
Share upon the conversion thereof as provided for herein, computed as if all
holders of Series A Preferred Shares had converted their Series A Preferred
Shares into Common Stock in accordance with the provisions hereof immediately
prior to such liquidation, dissolution or winding up. At the option of the
holders of a majority of the outstanding shares of Series A Preferred, any
voluntary or involuntary liquidation, dissolution or winding up of the Operating
Partnership shall be deemed to be a liquidation, dissolution or winding up of
the Corporation. After the payment to the holders of the Series A Preferred of
the full preferential amounts provided for in this Section 1, the holders of the
Series A Preferred as such shall have no right or claim to any of the remaining
assets of the Corporation. If upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the assets to be distributed
to the holders of Series A Preferred shall be insufficient to permit the payment
to such shareholders of the full preferential amount aforesaid, then all of the
assets of the Corporation available for distribution to the holders of Series A
Preferred shall be distributed ratably to such holders in




proportion to the number of Series A Preferred Shares held by each such holder
on the date of liquidation, dissolution or winding up of the Corporation.
Notwithstanding the foregoing or any other provision of this Certificate of
Designations to the contrary, the payment to be made pursuant to this Section 1
with respect to each outstanding Series A Preferred Share upon a liquidation,
dissolution, or winding up of the Corporation shall be the same as the payment
to be made with respect to each other Series A Preferred Share then outstanding.

         SECTION 2. DIVIDENDS.

         (a) REGULAR DIVIDENDS. When and as declared by the Board and to the
extent permitted under the DGCL, the Corporation shall pay preferential
dividends to the holders of Series A Preferred Shares as provided in this
Section 2. Except as otherwise provided herein, dividends on each Series A
Preferred Share shall accrue on a daily basis on the Stated Liquidation Value of
each Series A Preferred Share at the applicable Dividend Rate from the later of
the first date of issuance of any Series A Preferred Share or the last preceding
Dividend Reference Date (computed with respect to each Series A Preferred Share
assuming that such share was outstanding on the last preceding Dividend
Reference Date). Except as otherwise provided herein, the Dividend Rate shall be
the Regular Dividend Rate. Such dividends shall accrue whether or not they have
been declared and whether or not there are profits, surplus or other funds of
the Corporation legally available for the payment of dividends. All accrued and
unpaid dividends on the Series A Preferred shall be fully paid or declared with
funds irrevocably set apart for payment, and funds shall be irrevocably set
apart (but need not be escrowed) for payment of dividends on the next succeeding
Dividend Reference Date, before any dividend, distribution or payment can be
made with respect to any Junior Securities other than distributions or payments
made (1) in the form of Junior Securities, (2) in connection with the
reacquisition of shares of Common Stock in connection with the Escrow Agreement
dated as of October 23, 1998, by and among the Partnership, Chelsea GCA Realty
Partnership, LP and The First National Bank of Chicago, and (3) in connection
with any redemption, purchase or other acquisition made pursuant to the
provisions of Article XII of the Corporation's Certificate of Incorporation.

         (b) PAYMENT DATES. Except as otherwise provided herein, the close of
business on the last day preceding the Mandatory Closing Date and each June 30
and December 31 of each year shall constitute "Dividend Reference Dates" for
purposes hereof. The record date with respect to each Dividend Reference Date
for purposes hereof shall be the day that is five (5) calendar days prior to
such Dividend Reference Date. To the extent not paid on each Dividend Reference
Date, all dividends which have accrued on each share of Series A Preferred
during the period ending upon each Dividend Reference Date shall be accumulated
and shall be added to the Stated Liquidation Value (so that such accumulated
dividends will compound) and remain unpaid dividends with respect to such Series
A Preferred Share until paid. In the event that the Mandatory Closing shall
occur and all dividend payments with respect to any Dividend Reference Date
preceding the Mandatory Closing Date shall not have been paid in full prior to
the close of business on the Mandatory Closing Date, the holder of each Series A
Preferred Share issued on the Mandatory Closing Date shall become entitled to a
dividend payment equal to the accrued and unpaid dividend payment(s) due with
respect to each Series A Preferred Share outstanding immediately prior to the
Mandatory Closing, and the Stated Liquidation Value of each Series A Preferred
Share issued on the Mandatory Closing Date shall be increased by an


                                       2


amount equal to the amount by which the Stated Liquidation Value of each Series
A Preferred Share outstanding prior to the Mandatory Closing is increased with
respect to such unpaid dividend payment(s). Upon payment of any accumulated and
unpaid dividends that have been added to the Stated Liquidation Value, the
Stated Liquidation Value shall be reduced by the amount of such dividends so
paid. If an Event of Noncompliance occurs or two semi-annual dividend payments
are not paid within 30 days of the applicable Dividend Reference Dates (whether
or not subsequently cured), thereafter the "Dividend Reference Dates" shall be
June 30, September 30, December 31 and March 31.

         (c) PARTIAL PAYMENTS. If at any time the Corporation pays less than the
total amount of dividends then accrued with respect to all outstanding Series A
Preferred Shares, such payment shall be distributed ratably among the holders of
such Series A Preferred Shares based upon the number of Series A Preferred
Shares held by each such holder.

         (d) INCREASED DIVIDENDS. If for any reason any Series A Preferred
Shares remain outstanding on the third anniversary of the Initial Closing Date
(as defined in the Securities Purchase Agreement) (the "INCREASED DIVIDEND
DATE"), then the Dividend Rate shall be increased as of the Increased Dividend
Date to the Increased Dividend Rate until such time as no Series A Preferred
Shares remain outstanding. Notwithstanding the foregoing, the Corporation shall
pay dividends due and payable to the holders of the Series A Preferred Shares on
each Dividend Reference Date during the period beginning on the Increased
Dividend Date and ending on the day that is six (6) months after the Increased
Dividend Date at the Dividend Rate that would have been in effect but for the
foregoing sentence, and if no Series A Preferred Shares remain outstanding on
the day that is six (6) months after the Increased Dividend Date, any accrued
but unpaid dividends in excess of dividends that would have accrued at the
Dividend Rate that would have been in effect but for the foregoing sentence
shall not be paid. All dividends which have accrued on each share of Series A
Preferred at the Increased Dividend Rate and which remain unpaid at the end of
such six (6) month period shall be due and payable at the end of the six (6)
month period. Sample calculations showing the payment of dividends at the
Increased Dividend Rate as of the thirty-ninth (39th) month and forty eighth
(48th) month after the Initial Closing Date are attached as exhibits to the
Securities Purchase Agreement

         (e) DIVIDENDS ON COMMON STOCK. Notwithstanding the foregoing, if on a
Dividend Reference Date (i) the amount of the dividend that would be paid with
respect to a Series A Preferred Share if such Series A Preferred Share had been
converted into shares of Common Stock as provided herein is greater than (ii)
the amount of the dividend that otherwise would be paid with respect to such
Series A Preferred Share, the dividend payable with respect to each Series A
Preferred Share shall be the dividend described in (i) above. The determination
to be made in (i) in the preceding sentence shall be based upon the dividend
payment date for the Common Stock that immediately precedes the applicable
Dividend Reference Date.

         (f) EQUIVALENT DIVIDENDS. Notwithstanding the foregoing or any other
provision of this Certificate of Designations, Preferences and Rights to the
contrary, the dividend paid to any outstanding Series A Preferred Share on a
particular date shall be in the same amount as the dividend paid with respect to
each other outstanding Series A Preferred Share on such date.


                                       3


         SECTION 3. VOTING RIGHTS. Except as otherwise required by law or
provided herein and except for the right to approve or consent to certain
actions of the Corporation as provided in the Securities Purchase Agreement, the
Series A Preferred shall have no voting rights.

         SECTION 4. CONVERSION.

                  4.1 CONVERSION PROCEDURE.

                           (a) At any time and from time to time, any holder of
Series A Preferred Shares may convert all or any portion of the Series A
Preferred Shares (including any fraction of a share) held by such holder into
the number of shares of Common Stock determined by (i) multiplying the number of
Series A Preferred Shares to be converted by the Series A Conversion Value and
(ii) dividing the resulting product by the Series A Conversion Price then in
effect. In addition, upon conversion of shares of Series A Preferred, the holder
shall be entitled to payment of an amount in cash equal to the sum of all
accumulated and accrued but unpaid dividends on the converted Series A Preferred
Shares.

                           (b) Each conversion of Series A Preferred Shares will
be deemed to have been effected as of the close of business on the date on which
the certificate or certificates representing the Series A Preferred Shares to be
converted have been surrendered at the principal office of the Corporation. At
such time as such conversion has been effected, the rights of the holder of such
Series A Preferred Shares as such holder will cease and the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
are to be issued upon such conversion will be deemed to have become the holder
or holders of record of the shares of Common Stock represented thereby.

                           (c) As soon as possible after a conversion has been
effected (but in any event within ten (10) days in the case of Section 4.1(c)(i)
and (iii) below), the Corporation will deliver to the converting holder:

                  (i) a certificate or certificates representing the number of
shares of Common Stock issuable by reason of such conversion in such name or
names and such denomination or denominations as the converting holder has
specified;

                  (ii) payment of the amounts payable under Section 4.1(a) above
and Section 4.1(f) below with respect to such conversion; and

                  (iii) a certificate representing any Series A Preferred Shares
which were represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which were not converted.

                           (d) The issuance of certificates for shares of Common
Stock upon conversion of Series A Preferred Shares will be made without charge
to the holders of such Series A Preferred Shares for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
conversion and the related issuance of shares of Common Stock, except that such
holders shall pay any tax which is due solely because the Common Stock issued
upon conversion is issued in a name other than that of such holder. Upon
conversion of each Series A Preferred Share, the Corporation will take all such
actions as are necessary in


                                       4


order to insure that the Common Stock issuable with respect to such conversion
will be validly issued, fully paid and nonassessable.

                           (e) The Corporation will not close its books against
the transfer of Series A Preferred Shares or shares of Common Stock issued or
issuable upon conversion of Series A Preferred Shares in any manner which
interferes with the timely conversion of Series A Preferred Shares, except that
upon conversion of any Series A Preferred Shares no share of Common Stock issued
upon the conversion thereof may be sold or transferred before the date that is
thirty two (32) days after the date of the conversion, as determined pursuant to
Section 4.1(b) above, without the Corporation's consent and no sale or transfer
prior to such date will be recorded on the Corporation's books without the
Corporation's consent.

                           (f) If any fractional interest in a share of Common
Stock would, except for the provisions of this Section 4.1(f), be deliverable
upon any conversion of the Series A Preferred Shares, the Corporation, in lieu
of delivering the fractional share therefor, may pay an amount to the holder
thereof equal to the Market Price of such fractional interest as of the date of
conversion.

                           (g) The Corporation shall at all times reserve and
keep available, out of its authorized but unissued Common Stock, such number of
shares of Common Stock as would be issuable upon the conversion of all Series A
Preferred Shares then outstanding.

                  4.2 SUBDIVISION OR COMBINATION OF COMMON STOCK. If the
Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common Stock into a
greater number of shares, the Series A Conversion Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Corporation at
any time combines (by reverse stock split or otherwise) its outstanding shares
of Common Stock into a smaller number of shares, the Series A Conversion Price
in effect immediately prior to such combination will be proportionately
increased.

                  4.3 ORGANIC CHANGE. Upon the consummation of an Organic
Change, the terms of the Series A Preferred shall be deemed modified, without
payment of any additional consideration therefor, so as to provide that upon the
conversion of shares of Series A Preferred following the consummation of such
Organic Change, the holder of such shares of Series A Preferred shall have the
right to acquire and receive (in lieu of or in addition to the shares of Common
Stock that would have been acquirable and receivable in the absence of the
Organic Change) such shares of stock, securities or assets as such holder would
have received if such holder had converted its shares of Series A Preferred into
Common Stock immediately prior to such Organic Change, giving effect to any
adjustment of the Series A Conversion Price made after the date of consummation
of the Organic Change. All other terms of the Series A Preferred shall remain in
full force and effect following such an Organic Change (including its rights,
preferences and privileges relative to other capital stock). The provisions of
this Section 4.3 shall similarly apply to successive Organic Changes.


                                       5


                  4.4 NOTICES.

                           (a) Immediately upon any adjustment of the Series A
Conversion Price, the Corporation shall give written notice thereof to all
holders of Series A Preferred Shares specifying the Series A Conversion Price in
effect thereafter and the calculation thereof.

                           (b) The Corporation shall give written notice to all
holders of Series A Preferred at least twenty (20) days prior to the date on
which the Corporation closes its books or takes a record for determining rights
to vote with respect to any Organic Change, dissolution or liquidation. The
Corporation shall also give written notice to the holders of Series A Preferred
at least twenty (20) days prior to the date on which any Organic Change shall
occur.

                  4.5 CERTAIN EVENTS. If any event similar to or of the type
contemplated by the provisions of this Section 4, but not expressly provided for
by such provisions, occurs, then the Board will make an appropriate and
equitable adjustment in the Series A Conversion Price so as to protect the
rights of the holders of Series A Preferred; provided that no such adjustment
will increase the Series A Conversion Price as otherwise determined pursuant to
this Section 4 or decrease the number of Common Shares issuable upon conversion
of each Series A Preferred Share.

         SECTION 5. EVENTS OF NONCOMPLIANCE.

                  5.1 DIVIDEND RATE INCREASE. From and after the occurrence of
either an Event of Noncompliance (after a 90-day cure period from the occurrence
of such Event of Noncompliance if no other cure period is provided herein or in
the Securities Purchase Agreement and the Event of Noncompliance is curable and
was not intentional) or a Dividend Default, the Dividend Rate shall increase to
[CONFIDENTIAL TREATMENT REQUESTED]*% per annum.

                  5.2 VOTING RIGHTS. From and after the occurrence of an Event
of Noncompliance (after a 90-day cure period from the occurrence of such Event
of Noncompliance if no other cure period is provided herein or in the Securities
Purchase Agreement and the Event of Noncompliance is curable and was not
intentional) or a Dividend Default, except as otherwise required by law or this
Certificate of Designations, Preferences and Rights, on all matters submitted to
a vote of the stockholders of the Corporation, the Common Stock and the Series A
Preferred shall vote together as a single class. Each holder of Series A
Preferred Shares shall have the number of votes equal to the number of shares of
Common Stock which such Series A Preferred Share would have been entitled to
receive had such holder converted all of such holder's Series A Preferred Shares
into shares of Common Stock on the date as of which the holders of Common Stock
of record entitled to vote were determined (assuming for this purpose only that
Series A Preferred Shares are convertible into fractional shares) and each
holder of shares of Common Stock shall have one vote per share of Common Stock
held by such holder on the date as of which the holders of Common Stock of
record entitled to vote were determined.

                  5.3 ELECTION OF DIRECTORS.

                           (a) From and after the occurrence of an Event of
Noncompliance (after a 90-day cure period from the occurrence of such Event of
Noncompliance if no other cure period is provided herein or in the Securities
Purchase Agreement and the Event of Noncompliance is


----------------
*[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment is being requested. All such omitted
material is being filed with The Securities and Exchange Commission pursuant
to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as
amended.


                                       6



curable and was not intentional) or a Dividend Default, the holders of Series A
Preferred shall have the exclusive and special right (in addition to any other
voting rights), voting separately as a class, to elect, at any annual meeting of
stockholders, at a special meeting held in place thereof, at a special meeting
of the holders of Series A Preferred Shares called as hereinafter provided, or
by written consent, one (1) member of the Board (who shall also be a member of
any executive committee of the Board). If a Dividend Default continues through
the next consecutive Dividend Reference Date, the holders of Series A Preferred
Shares shall have the exclusive and special right to elect an additional member
to the Board (either of such occurrence or continuation, a "BOARD APPOINTMENT
EVENT").

                           (b) At any time after a Board Appointment Event has
occurred and is continuing, the secretary of the Corporation may and, upon
written request of any holder of record of Series A Preferred Shares then
outstanding addressed to the secretary at the registered office of the
Corporation shall, call a special meeting of the holders of Series A Preferred
Shares for the purpose of electing such members of the Board, such meeting to be
held at the registered office of the Corporation, or such other place as such
request shall specify, as soon as practicable after the receipt of such request,
upon the notice provided by law and the By-Laws of the Corporation for the
holding of special meetings of stockholders. If such special meeting shall not
be called by the secretary within 3 days after receipt of such request, then any
holder of record of Series A Preferred Shares then outstanding may call such a
meeting at the place designated by such holder and upon the notice above
provided, and any such holder and such holder's agents and representatives shall
have access for that purpose to the stock records of the Corporation.

                           (c) At any meeting at which the holders of Series A
Preferred shall be entitled to elect such members of the Board as provided
above, the holders of a majority of the Series A Preferred Shares then
outstanding present in person or by proxy shall constitute a quorum for the
election of such directors, and the vote of the holders of shares representing a
majority of the Series A Preferred Shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to elect such directors.
The election of such directors shall automatically increase the number of
members of the Board by the number of directors so elected. Therefore, upon each
Board Appointment Event, the number of directors constituting the whole Board of
Directors shall be increased by one and such additional director shall be
elected by the holder(s) of the Series A Preferred as provided herein. The
persons so elected as directors by the holders of Series A Preferred shall hold
office until the next annual meeting of shareholders and until their successors
shall have been elected by such holders or, if earlier, until the Event of
Noncompliance has been cured and all accumulated and accrued dividends,
including the then current payment for the next ensuing Dividend Reference Date,
are paid in full. Upon such cure or payment or at such time as there are no
outstanding shares of Series A Preferred, any directors so elected by the
holders of Series A Stock shall forthwith cease to be directors of the
Corporation, and the number of directorships shall automatically be reduced
accordingly. If a vacancy occurs in a directorship elected by the holders of
Series A Preferred voting separately as a class, a successor may be appointed by
the holders of Series A Preferred in the manner aforesaid or, if there is one,
by the remaining director so elected by the holders of Series A Preferred.


                                       7


                           (d) At any meeting at which the holders of Series A
Preferred shall be entitled to elect members of the Board as provided above, or
any adjournment thereof, (A) the absence of a quorum of the holders of Series A
Preferred shall not prevent the election of directors other than those to be
elected by the holders of Series A Preferred voting separately as a class, (B)
the absence of a quorum of the holders of classes or series of stock entitled to
elect directors other than those elected by the holders of Series A Preferred
shall not prevent the election of the directors to be elected by the holders of
Series A Preferred voting separately as a class, and (C) in the absence of a
quorum of the holders of Series A Preferred, the holder or holders of shares
representing a majority of the shares of Series A Preferred present in person or
by proxy shall have power to adjourn from time to time the meeting for the
election of the directors which they are entitled to elect voting separately as
a class, without notice other than announcement at the meeting, until a quorum
shall be present.

                           (e) At any time after the holders of Series A
Preferred shall have become entitled to elect one or more members of the Board
pursuant to this Section 5.3, such holders may do so by a consent in writing
setting forth the action so taken, and signed by the holder(s) of shares
representing a majority of the Series A Preferred Shares then outstanding.

         SECTION 6. PRIORITY OF SERIES A PREFERRED; SUBORDINATION OF JUNIOR
SECURITIES. Notwithstanding anything to the contrary herein, so long as any
shares of Series A Preferred remain outstanding, the Series A Preferred shall
rank prior to any other equity securities of the Corporation, including the
Common Stock, and the Corporation shall not (i) without the consent of the
holder(s) of a majority of the Series A Preferred Shares then outstanding,
declare or make any dividend or distribution with respect to any Junior
Securities so long as any accumulated or accrued dividends on the Series A
Preferred as of the immediately preceding Dividend Reference Date remain unpaid
or funds for the payment of all dividends accrued since the immediately
preceding Dividend Reference Date have not been irrevocably set apart (but need
not be escrowed) for such payment on the next succeeding Dividend Reference Date
or an Event of Noncompliance has occurred and has not been cured, or (ii)
redeem, purchase or otherwise acquire directly or indirectly any Junior
Securities other than (1) Junior Securities acquired solely in exchange for
other Junior Securities, (2) the reacquisition of shares of Common Stock in
connection with the Escrow Agreement, dated as of October 23, 1998, by and among
the Mills Limited Partnership, Chelsea GCA Realty Partnership, LP and The First
National Bank of Chicago, (3) any redemption, purchase or other acquisition made
pursuant to the provisions of Article XII of the Corporation's Certificate of
Incorporation and (4) shares of Common Stock the purchase price of which, when
aggregated with the aggregate purchase price of Common Stock or Partnership
Units redeemed or purchased by the Corporation or the Operating Partnership
after the date of the filing of this Certificate of Designations, Rights and
Preferences, does not exceed $50,000,000 and when aggregated with the aggregate
purchase price of Common Stock or Partnership Units redeemed or purchased by the
Corporation or the Operating Partnership during any twelve month period does not
exceed $25,000,000, provided, however, no such redemption, purchase or
acquisition may be made if a Dividend Default, a Redemption Default or a
Material Event of Noncompliance (as defined in the Securities Purchase
Agreement) has occurred and has not been cured or a Material Event of
Noncompliance would be triggered by such redemption, purchase or acquisition, in
each case, if immediately after any such dividend, distribution, redemption,
purchase or acquisition, any share of Series A Preferred Stock shall be
outstanding.


                                       8


         SECTION 7. MISCELLANEOUS.

                  7.1 REGISTRATION OF TRANSFER. The Corporation will keep at its
principal office a register for the registration of Series A Preferred Shares.
Upon the surrender of any certificate representing Series A Preferred Shares at
such place, the Corporation will, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense, except that such
record holder shall pay any transfer tax which is due if the certificate is to
be registered in the name of a new record holder) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Series A Preferred Shares represented by the surrendered certificate. Each such
new certificate will be registered in such name and will represent such number
of Series A Preferred Shares as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate, and dividends will accrue on the Series A Preferred Shares
represented by such new certificate from the date to which dividends have been
fully paid on such Series A Preferred Shares represented by the surrendered
certificate.

                  7.2 REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder will be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing Series A Preferred Shares, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that an institutional holder's own
unsecured indemnity agreement will be satisfactory) or, in the case of any such
mutilation upon surrender of such certificate, the Corporation will (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the number of Series A Preferred Shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
will accrue on the Series A Preferred Shares represented by such new certificate
from the date to which dividends have been fully paid on such lost, stolen,
destroyed or mutilated certificate.

                  7.3 AMENDMENT AND WAIVER. Any amendment, modification or
waiver will be binding and effective with respect to any provision of this
Certificate of Designations, Preferences and Rights with and only with the prior
written consent of the holder or holders of a majority of the Series A Preferred
Shares outstanding at the time such action is taken; provided that no action
will discriminate against any holder of Series A Preferred other than as a
result of a difference in the number of Series A Preferred Shares held by such
holders.

                  7.4 NOTICES. Except as otherwise expressly provided, all
notices referred to herein will be in writing and will be delivered by
registered or certified mail, return receipt requested, postage prepaid and will
be deemed to have been given when so mailed (a) to the Corporation, at its
principal executive offices and (b) to any shareholder, at such holder's address
as it appears in the stock records of the Corporation (unless otherwise
indicated in writing to the Secretary of the Corporation by such holder).

                  7.5 RELATIONSHIP TO BY-LAWS. The provisions of this
Certificate of Designations, Preferences and Rights shall take precedence over
any and all provisions of the By-Laws of the Corporation to the extent the
provisions of such By-Laws are inconsistent with


                                       9


this Certificate of Designations, Preferences and Rights or the preferences and
rights granted to the Series A Preferred hereunder.

                  SECTION 8. DEFINITIONS.

                  "BASE INTERNAL RATE OF RETURN" means, with respect to each
Series A Preferred Share, that amount which, after taking into account the
timing and payment of the Regular Dividends on the initial Stated Liquidation
Value (i.e., $100, as adjusted pursuant to the first parenthetical in the
definition of Stated Liquidation Value herein) of such Series A Preferred
Share at the Regular Dividend Rate and the payment of Regular Dividends
pursuant to Section 2(e) hereof (but not including the payment of any other
dividends) paid in cash on such Series A Preferred Share (computed applying
the assumption regarding dividends set forth in the definition of "Internal
Rate of Return" herein, if applicable), results in a [CONFIDENTIAL TREATMENT
REQUESTED]*% Internal Rate of Return (compounded as described in the sample
calculation attached to the Securities Purchase Agreement) on the purchase
price of such Series A Preferred Share from the date of purchase of such
Series A Preferred Share (computed applying the assumption regarding the
purchase of Series A Preferred Shares set forth in the definition of
"Internal Rate of Return" herein, if applicable) through the date of payment
to such Series A Preferred Share upon the liquidation, dissolution or winding
up of the Corporation or upon the repurchase or conversion of such Series A
Preferred Share. Notwithstanding any other provision to the contrary, on any
specific date the Base Internal Rate of Return for each Series A Preferred
Share then outstanding shall be the same as the Base Internal Rate of Return
for each other Series A Preferred Share then outstanding. A sample
calculation of the Internal Rate of Return is attached as an exhibit to the
Securities Purchase Agreement.

         "BOARD" means the Corporation's Board of Directors.

         "COMMON STOCK" means the voting common stock, par value $0.01 per share
of the Corporation.

         "DIVIDEND DEFAULT" means the non-payment in full for any reason of all
accumulated or accrued dividends as of a Dividend Reference Date on or before
the date which is 30 days after such Dividend Reference Date.

         "DIVIDEND RATE" means the dividend rate applicable to the Series A
Preferred Shares from time to time as provided herein.

         "EVENT OF NONCOMPLIANCE" has the meaning set forth in the Securities
Purchase Agreement.

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

         "INCREASED DIVIDEND RATE" means (i) as of the Increased Dividend
Date, an amount equal to the Regular Dividend Rate plus [CONFIDENTIAL TREATMENT
REQUESTED]* basis points per annum and (ii) as of any Dividend Reference Date
after the Increased Dividend Date, the Dividend Rate then in effect plus
[CONFIDENTIAL TREATMENT REQUESTED]* basis points per annum, provided, however,
the Increased Dividend Rate shall in no event exceed [CONFIDENTIAL TREATMENT
REQUESTED]* per annum; provided further, however, that in the event there are
four (4) Dividend Reference Dates per year, then each addition to the
Dividend Rate made on a Dividend


----------------
*[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment is being requested. All such omitted
material is being filed with The Securities and Exchange Commission pursuant
to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as
amended.


                                       10


Reference Date under (ii) shall be in an amount no more than [CONFIDENTIAL
TREATMENT REQUESTED]* basis points per annum instead of [CONFIDENTIAL
TREATMENT REQUESTED]* basis points per annum.

         "INITIAL CLOSING" has the meaning set forth in the Securities Purchase
Agreement.

         "INITIAL CLOSING DATE" has the meaning set forth in the Securities
Purchase Agreement.

         "INTERNAL RATE OF RETURN" means, with respect to a payment calculation
relative to the Series A Preferred Shares then outstanding, the internal rate of
return calculated as shown in the applicable exhibit attached to the Securities
Purchase Agreement and which is based on the aggregate purchase price of such
Series A Preferred Shares then outstanding and the timing and amount of the
aggregate relevant cash payments by the Company (other than Regular Dividends)
with respect to such Series A Preferred Shares then outstanding. In the event
that the Mandatory Closing occurs, for the purposes thereafter of computing the
Internal Rate of Return for each Series A Preferred Share outstanding
immediately following the Mandatory Closing, it shall be assumed (i) that each
such Series A Preferred Share, regardless of when actually issued, was issued on
the Initial Closing, with one-third of the purchase price for such Series A
Preferred Share paid on the date of the Initial Closing, and two-thirds of the
purchase price for such Series A Preferred Share paid on the date of the
Mandatory Closing and (ii) that, in lieu of any dividend actually paid with
respect to any Dividend Reference Date that precedes the date of the Mandatory
Closing, each such Series A Preferred Share, regardless of when actually issued,
received a dividend distribution per share at the close of business on the day
such dividend was paid equal to one-third of the dividend per Series A Preferred
Share actually paid with respect to such Dividend Reference Date.
Notwithstanding any other provision of this Certificate of Designations,
Preferences and Rights to the contrary, the Internal Rate of Return with respect
to any outstanding Series A Preferred Share on a particular date shall be the
same as the Internal Rate of Return with respect to each other outstanding
Series A Preferred Share on such date. A sample calculation of the Internal Rate
of Return is attached as an exhibit to the Securities Purchase Agreement.

         "JUNIOR SECURITIES" means any equity securities of the Corporation
other than the Series A Preferred Shares.

         "MANDATORY CLOSING" has the meaning set forth in the Securities
Purchase Agreement.

         "MANDATORY CLOSING DATE" has the meaning set forth in the Securities
Purchase Agreement.

         "MARKET PRICE" of any security means the average of the closing prices
of such security's sales on all securities exchanges on which such security may
at the time be listed, or, if there has been no sales on any such exchange on
any day, the weighted average of the bid and asked prices on the primary
exchange on which such security is listed at the end of such day, or, if on any
day such security is not so listed, the weighted average of the bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day such security is not quoted in the NASDAQ System, the weighted average of
the bid and asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of twenty (20)


----------------
*[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment is being requested. All such omitted
material is being filed with The Securities and Exchange Commission pursuant
to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as
amended.

                                       11


consecutive business days ending on the day prior to the day "Market Price" is
being determined. If at any time such security is not listed on any securities
exchange or quoted in the NASDAQ System or the over-the-counter market, the
"Market Price" will be the fair value thereof determined in good faith by the
Board.

         "OPERATING PARTNERSHIP" means The Mills Limited Partnership, a Delaware
limited partnership.

         "ORGANIC CHANGE" means any capital reorganization or reclassification
of the Corporation which is effected in such a way that holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for shares of Common Stock.

         "PARTNERSHIP UNIT" has the meaning set forth in the Limited Partnership
Agreement of the Operating Partnership, as amended.

         "PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

         "REDEMPTION DEFAULT" means the non-payment in full of all payments due
by the Corporation, when and as such payments become due, in connection with (i)
the exercise of a Put Option (as defined in the Securities Purchase Agreement)
by a holder of shares of Series A Preferred, (ii) the exercise of a Call Option
(as defined in the Securities Purchase Agreement) by the Corporation or (iii)
the consummation of a Restricted Property Transaction (as defined in the
Securities Purchase Agreement).

         "REGULAR DIVIDEND RATE" means, except as otherwise provided herein, on
each Dividend Reference Date the amount determined as follows:

                  (a) on or prior to the first anniversary of the date of
initial issuance of Series A Preferred Shares, [CONFIDENTIAL TREATMENT
REQUESTED]*% per annum;

                  (b) subsequent to the first anniversary of the date of initial
issuance of Series A Preferred Shares but on or prior to the second anniversary
thereof, [CONFIDENTIAL TREATMENT REQUESTED]*% per annum; and

                  (c) subsequent to the second anniversary of the date of
initial issuance of Series A Preferred Shares, [CONFIDENTIAL TREATMENT
REQUESTED]*% per annum.

         "REGULAR DIVIDENDS" means dividends paid pursuant to Section 2(a)
hereof plus dividends paid pursuant to Section 2(d) hereof, in each case on the
initial Stated Liquidation Value (i.e., $100, as adjusted pursuant to the first
parenthetical in the definition of Stated Liquidation Value herein), to the
extent the Dividend Rate in connection with such payment is not in excess of the
Regular Dividend Rate, plus dividends paid pursuant to Section 2(e) hereof.

         "SECURITIES PURCHASE AGREEMENT" means the Securities Purchase Agreement
by and between the Corporation and iStar Preferred Holdings LLC, a Delaware
limited liability


----------------
*[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment is being requested. All such omitted
material is being filed with The Securities and Exchange Commission pursuant
to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as
amended.


                                       12


company, pursuant to which Series A Preferred Shares were issued, as such
agreement may be amended from time to time in accordance with its terms.

         "SERIES A CONVERSION PRICE" means, with respect to each Series A
Preferred Share, $25, as such amount may be adjusted from time to time pursuant
to Section 4.2 hereof.

         "SERIES A CONVERSION VALUE" means, with respect to each Series A
Preferred Share, the amount necessary to generate the Base Internal Rate of
Return with respect to a Series A Preferred Share on the date for which the
determination is being made, computed taking into account the cash payment to be
made upon conversion of such Series A Preferred Share pursuant to the final
sentence of Section 4.1(a) to the extent such cash payment represents payment of
Regular Dividends. Notwithstanding the foregoing or any other provision of this
Certificate to the contrary, the Series A Conversion Value with respect to each
outstanding Series A Preferred Share on a particular date shall be in the same
amount as the Series A Conversion Value with respect to each other outstanding
Series A Preferred Share on such date.

         "STATED LIQUIDATION VALUE" means, with respect to each Series A
Preferred Share, $100 (adjusted appropriately in the event the Series A
Preferred Shares are subdivided into a greater number, whether by stock split,
stock dividend or otherwise, or combined into a lesser number, whether by
reverse stock split or otherwise, the "initial Stated Liquidation Value") plus
any accumulated but unpaid dividends on such Series A Preferred Share added to
such amount pursuant to Section 2(b) hereof (adjusted appropriately in the event
the Series A Preferred Shares are subdivided into a greater number, whether by
stock split, stock dividend or otherwise, or combined into a lesser number,
whether by reverse stock split or otherwise). Notwithstanding the foregoing or
any other provision of this Certificate to the contrary, the Stated Liquidation
Value with respect to each outstanding Series A Preferred Share on a particular
date shall be the same amount as the Stated Liquidation Value with respect to
each other outstanding Series A Preferred Share on such date.

                  [Remainder of page intentionally left blank.

                            Signature page follows.]




                                       13



         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations, Preferences and Rights Relating to the Series A Preferred Stock of
The Mills Corporation, to be executed by the undersigned on April 27, 2001.




                                       /s/ THOMAS E. FROST
                                       -----------------------------------------
                                       Thomas E. Frost, Executive Vice President






















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