AGREEMENT BETWEEN SIMON PROPERTY GROUP, INC. AND SIMON PROPERTY GROUP, L.P.

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Exhibit 3.4

AGREEMENT BETWEEN SIMON PROPERTY GROUP, INC.
AND SIMON PROPERTY GROUP, L.P.

        This Agreement is made as of the 7 ^th day of March, 2007, but effective as of August 27, 1999, by and between Simon Property Group, Inc., a Delaware corporation and successor to Simon DeBartolo Group, Inc., a Maryland corporation ("SDG"), having a principal address of 225 W. Washington Street, Indianapolis, Indiana 46204 (the "Company"), and Simon Property Group, L.P., a Delaware limited partnership (f/k/a Simon DeBartolo Group, L.P.), having its principal address of 225 W. Washington Street, Indianapolis, Indiana 46204 (the "Partnership").

W I T N E S S E T H:

        SDG and the Partnership are parties to a certain agreement dated as of November 13, 1996, a true, correct and complete copy of which is attached hereto (the "Prior Agreement"). The Company, through a series of mergers, has succeeded to the interest of SDG under the Agreement and is currently the sole general partner of the Partnership. The Partnership is governed by the terms and conditions of a certain Seventh Amended and Restated Partnership Agreement of Simon Property Group, L.P., dated August 27, 1999 (the "Restated Partnership Agreement"). Capitalized terms used but not defined in this Agreement shall have the meanings given such terms in the Partnership Agreement.

        The parties or their predecessors entered into the Prior Agreement for the purpose of describing the process by which the Partnership will have access to the funds required to redeem Partnership Units owned by a Limited Partner based upon an election by the General Partner. Due to a scriven's error, the provisions of the Prior Agreement were not expressly incorporated into the Restated Partnership Agreement. The parties hereto now wish to reaffirm and ratify the terms and conditions of the Prior Agreement and incorporate the same by reference into the Partnership Agreement.

        NOW THEREFORE, in consideration of the premises and for good and valuable consideration paid to the Company, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to and with the Partnership as follows:

1.

The Company and the Partnership hereby confirm that they have at all times acted in compliance within the terms and conditions of the Prior Agreement notwithstanding the exclusion of such terms and conditions from the Restated Partnership Agreement, and further ratify and confirm all of the terms, covenants and conditions contained in the Prior Agreement and hereby incorporate the same by reference into the Restated Partnership Agreement.

2.

The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. The provisions of this Agreement shall be governed by the laws of the State of Delaware.

1

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.