ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

After a distinguished 33 year career with Simon Property Group, Inc., John Dahl, the Company's Senior Vice President and Chief Accounting Officer (and Principal Accounting Officer), has announced his plans to retire from the Company. To ensure an orderly transition, the retirement will be effective February 28, 2010, after completion of the Company's upcoming annual financial statement audit for the year ended December 31, 2009. The decision to retire was made solely by Mr. Dahl, age 62, and was not related to any disagreement with the Company.

The Company has appointed Steven K. Broadwater as Senior Vice President and Chief Accounting Officer (and Principal Accounting Officer), to be effective on the date of Mr. Dahl's retirement. Mr. Broadwater, age 42, currently serves as the Company's Vice President and Corporate Controller. Mr. Broadwater, a certified public accountant, joined Simon in 2004. Prior to joining Simon, Mr. Broadwater served a variety of public and private companies in his fourteen years with the accounting firm of Ernst & Young.

---