Summary of SIMON PROPERTY GROUP INC /DE/

ITEM 1.01 Entry into a Material Definitive Agreement.

On March 20, 2009, Simon Property Group, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., Deutsche Bank Securities Inc. and UBS Securities LLC as representatives of the underwriters named therein (collectively, the "Underwriters"), in connection with the public offering of up to17,250,000 shares of the Company's common stock (the "Shares"). The offering of the Shares is expected to close on March 25, 2009.

The offering of the Shares was made pursuant to the Registration Statement on Form S-3 (Registration No. 333-157794), the prospectus dated March 9, 2009, and the related prospectus supplement dated March 20, 2009.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 23, 2009, the Board of Directors of the Company approved a number of amendments to the Company's By-Laws. The amendments included: (1) Section 2.02 of Article II respecting the number of directors was amended to adopt a majority voting standard for the election of directors in uncontested elections and to provide that the number of directors may be fixed by resolution of the Board, subject to the maximum number of directors provided for in the Company's Charter; (2) Section 2.07 of Article II and Section 9.05 of Article IX were amended to permit the use of electronic transmissions to provide required notices; (3) Section 3.01 of Article III was amended to permit the Board to appoint a standing committee with the combined authority and responsibilities of the current Governance Committee and Nominating Committee; (4) Sections 4.01 and 4.02 of Article IV were amended to delete references to the offices of Co-Chairman of the board and to permit the appointment of a Vice-Chairman of the Board; and (5) Section 9.09 of Article IX was amended to delete an 80% supermajority voting requirement for amendments to the By-Laws adopted by stockholders. In addition, other provisions of the By-Laws that made references to the matters affected by the foregoing amendments and uses of the defined term "Charter" were changed to be consistent.

This summary is qualified in its entirety by the full text of the By-Laws, as amended, a copy of which is being filed as Exhibit 3.1 hereto and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit No.                                 Description

Exhibit 1.1    Underwriting Agreement dated as of March 20, 2009 among Simon Property
               Group, Inc., Simon Property Group, L.P., Goldman, Sachs & Co.,
               Deutsche Bank Securities Inc. and UBS Securities LLC

Exhibit 3.1    Amended and Restated Simon Property Group, Inc. By-Laws (As Amended
               March 23, 2009)

Exhibit 5.1    Opinion of Baker & Daniels LLP.

Exhibit 23.1   Consent of Baker & Daniels LLP (contained in Exhibit 5.1 hereto).

Exhibit 99.1   Press Release, dated March 20, 2009, issued by Simon Property
               Group, Inc.