0001047469-09-004889 Sample Contracts

AMENDMENT 2008 PERFORMANCE BASED RESTRICTED STOCK AGREEMENT Executive Group
Performance Based Restricted Stock Agreement • May 1st, 2009 • Simon Property Group Inc /De/ • Real estate investment trusts

This amendment to the 2008 Performance Based Restricted Stock Agreement ("Amendment") is being entered into as of the 6th day of March, 2009, among Simon Property Group, L.P., a Delaware limited partnership (the "Partnership"), Simon Property Group, Inc., a Delaware corporation (the "Company"), and [ ], 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").

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