CERTIFICATE OF AMENDMENT AND RESTATEMENT



                                       OF



               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS



                                       OF



              8.95% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES B



                                       OF



                         GENERAL GROWTH PROPERTIES, INC.



            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF



                              THE STATE OF DELAWARE



         It is hereby certified that:



         1. The name of the corporation is General Growth Properties, Inc. (the

"Company");



         2. The Second Amended and Restated Certificate of Incorporation of the

Company was filed with the Delaware Secretary of State on May 25, 1995, and

amended and supplemented thereafter, including by a Certificate of Designations,

Preferences and Rights of 8.95% Cumulative Redeemable Preferred Stock, Series B

(the "Series B Certificate of Designations"), which was filed on May 25, 2000

with the Delaware Secretary of State and which authorized and fixed the terms of

the 8.95% Cumulative Redeemable Preferred Stock, Series B, of the Company (the

"Series B Preferred Stock") and the number of shares constituting the Series B

Preferred Stock;



         3.       No shares of Series B Preferred Stock have been issued; and



         4. Pursuant to the authority contained in Article IV of the Second

Amended and Restated Certificate of Incorporation of the Company, as amended and

supplemented, and in accordance with Section 151 of the General Corporation Law

of the State of Delaware (the "DGCL"), the Board of Directors of the Company

(the "Board") adopted the following resolutions amending and restating the

Series B Certificate of Designations:



         WHEREAS, the Board of Directors of the Company has previously adopted

resolutions authorizing and fixing the terms of the preferred stock of the

Company designated the "8.95% Cumulative Redeemable Preferred Stock, Series B"

and the number of shares constituting such preferred stock; and





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         WHEREAS, it is the desire of the Board of Directors to amend and

restate the terms and provisions of such preferred stock.



         NOW, THEREFORE, BE IT RESOLVED, that the terms and provisions of the

8.95% Cumulative Redeemable Preferred Stock, Series B are hereby amended and

restated to read in their entirety as follows:



 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.



         "NYSE" shall mean the New York Stock Exchange.



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

company.



         "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 B Preferred Stock,

is restricted.



         "Redemption Date" shall mean any date fixed for redemption of the

shares of Series B Preferred Stock by the Company.



         "Preferred Sock" shall mean the preferred stock, $100 par value per

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