0001047469-05-006797 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT DATED SEPTEMBER 23, 1998
Employment Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • New York

This Second Amendment to Employment Agreement (this "Second Amendment") is entered into as of this 1st day of March, 2004, by and between SIMON PROPERTY GROUP ADMINISTRATIVE SERVICES PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership") and HANS C. MAUTNER (the "Executive").

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Form Of Non-Employee Director Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement") has been entered into as of the 7th day of May, 2003, among Simon Property Group, L.P., a Delaware limited partnership (the "Partnership"), and [ ] ("[use last name]"), a member of the Board of Directors ("Board") of Simon Property Group, Inc., a Delaware corporation (the "Corporation"), the sole general partner of the Partnership, pursuant to the Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (the "Plan").

Form of Nonqualified Stock Option Award Agreement Simon Property Group, L.P. 1998 Stock Incentive Plan
Nonqualified Stock Option Award Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement"), effective the 25th day of August, 2004, by and between SIMON PROPERTY GROUP, INC., a Delaware corporation (the "Company"), and ("[ ]").

March 1, 2004 Mr. Hans C. Mautner c/o Simon Property Group Administrative Services Partnership, L.P. National City Center 115 West Washington Street Indianapolis Indiana 46204 USA RE: Employment by Simon Global Limited and Secondment to ERE Dear Mr....
Employment Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • Luxembourg

You and we are parties to a certain employment agreement dated as of September 23, 1998 and assigned as of 1 January 2000 to Simon Property Group Administrative Services Partnership, L.P. ("SPG LP"), as amended (the "US Employment Agreement"), under which you are retained as President -International Division of Simon Property Group, Inc. ("SPG") and an Advisory Director of its Board of Directors, upon the terms and conditions set forth in the US Employment Agreement and subsequent amendments. SPG has established an affiliated company in the United Kingdom known as Simon Global Limited ("Simon Limited") with which you have entered into a further supplemental employment agreement (the "Second UK Employment Agreement"), as amended, in which Simon Limited has retained you as its Chief Executive Officer and you agree to render certain services for the benefit of Simon Limited and its affiliates and subsidiaries. SPG LP has also entered into an agreement with European Retail Enterprises B.V.

Form of Performance-Based Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • Delaware

This Restricted Stock Award Agreement ("Agreement") has been entered into as of the 11th day of March 2005, among Simon Property Group, L.P., a Delaware limited partnership (the "Partnership"), and «Fname» «Lname», a key personnel member of the Partnership or one of the Partnership's Affiliates ("Participant"), pursuant to the Simon Property Group, L.P. 1998 Stock Incentive Plan (the "Plan").

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • New York

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 1st day of March, 2004, by and between SIMON GLOBAL LIMITED (the "Company") and HANS C. MAUTNER (the "Executive").

DATED MARCH 1, 2004
Secondment Agreement • March 16th, 2005 • Simon Property Group Inc /De/ • Real estate investment trusts • New York

SIMON PROPERTY GROUP ADMINISTRATIVE SERVICES PARTNERSHIP, L.P., a Delaware limited partnership with its principal office at National City Center, 115 West Washington Street, Indianapolis, Indiana 46204, U.S.A. (the "Employer");

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