EXHIBIT 4.2

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

              8.5% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES C

                                       OF

                         GENERAL GROWTH PROPERTIES, INC.


 PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


         General Growth Properties, Inc., a Delaware corporation (the
"Company"), hereby certifies that the following resolution creating a series of
its preferred stock, par value $100 per share, liquidation preference $1,000 per
share, designated as the 8.5% Cumulative Convertible Preferred Stock, Series C,
has been adopted by the Board of Directors of the Corporation (the "Board") on
June 28, 2002 pursuant to the authority contained in Article IV of its Second
Amended and Restated Certificate of Incorporation, as amended (the "Certificate
of Incorporation"), and in accordance with Section 151 of the General
Corporation Law of the State of Delaware (the "DGCL") and by the Preferred Stock
Pricing Committee of the Board on July 9, 2002 pursuant to the authority
conferred upon such Committee by the Board in accordance with Section 141(c) of
the DGCL.

         WHEREAS, the Board of Directors of the Company is authorized, within
the limitations and restrictions stated in its Certificate of Incorporation, to
provide for the issuance of preferred stock in series and to establish the
number of shares to be included in such series and to fix the designation,
powers, preferences and rights of the shares of such series and the
qualifications, limitations and restrictions thereof; and

         WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of the preferred stock to
be designated the "8.5% Cumulative Convertible Preferred Stock, Series C" and
the number of shares constituting such preferred stock.

         NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized the
8.5% Cumulative Convertible Preferred Stock, Series C on the terms and with the
provisions herein set forth:

I.       Certain Definitions

         As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in the
plural and vice versa), unless the context otherwise requires:

         "Capital Stock" shall mean Common Stock or Preferred Stock. The term
"Capital Stock" shall not include convertible debt securities.

         "Common Stock" shall mean the common stock, par value $.10 per share,
of the Company.



         "Dividend Payment Date" shall mean, with respect to any Dividend
Period, the payment date for the dividend declared by the Company on its shares
of Common Stock for such Dividend Period or, if no such payment date is
established, the last business day of such Dividend Period.

         "Dividend Period" shall mean the quarterly period that is then the
dividend period with respect to the Common Stock or, if no such dividend period
is established, the calendar quarter shall be the Dividend Period; provided that
the initial dividend period with respect to any share of Series C Preferred
Stock shall commence on the date of issuance thereof and end on and include the
last day of the then current quarterly period that is then the dividend period
with respect to the Common Stock and the dividend period in which the final
liquidation payment is made shall commence on the first day following the
immediately preceding Dividend Period and end on the date of such final
liquidation payment).

         "Fair Market Value" shall mean the average of the daily Closing Price
during the five consecutive Trading Days selected by the Company commencing not
more than 20 Trading Days before, and ending not later than, the day in question
with respect to the issuance or distribution requiring such computation.

         "Fifteenth Anniversary Date" shall mean July 10, 2017.

         "Ownership Limitations" shall mean the restrictions on transferability
and ownership described in Article IV of the Certificate of Incorporation,
specifically, that ownership of more than 7.5% of the value of the outstanding
shares of Capital Stock of the Company, including the Series C Preferred Stock,
is restricted.

         "Preferred Stock" shall mean the preferred stock, par value $100 per
share, of the Company.

         "Series A Preferred Stock" shall mean the Preferred Stock designated as
7.25% Preferred Income Equity Redeemable Stock, Series A.

         "Series B Preferred Stock" shall mean the Preferred Stock designated as
8.95% Cumulative Redeemable Preferred Stock, Series B.

         "Series G Preferred Stock" shall mean the Preferred Stock designated as
8.95% Cumulative Redeemable Preferred Stock, Series G.

         "Series B Preferred Units" shall mean the 8.5% Series B Cumulative
Convertible Preferred Units of limited partnership in GGP Limited Partnership, a
Delaware limited partnership.

         Capitalized terms used herein without definition shall have the
meanings set forth in the Certificate of Incorporation.

II.      Designation and Number of Shares

         A series of Preferred Stock, designated the "8.5% Cumulative
Convertible Preferred Stock, Series C" (the "Series C Preferred Stock"), is
hereby established. The par value of the Series C Preferred Stock is $100 per
share, which is not a change in the par value of the shares of Preferred

                                       2


Stock as set forth in the Certificate of Incorporation. The authorized number of
shares of Series C Preferred Stock shall be 71,320.

III.     Rank

         The Series C Preferred Stock, with respect to payment of dividends and
amounts upon voluntary or involuntary liquidation, dissolution or winding-up of
the Company, shall be deemed to rank:

         (a) senior to all classes or series of Common Stock and to all Capital
Stock of the Company the terms of which provide that such Capital Stock shall
rank junior to the Series C Preferred Stock;

         (b) on a parity with the Series A Preferred Stock, the Series B
Preferred Stock, the Series G Preferred Stock and each other series of Preferred
Stock issued by the Company which does not provide by its express terms that it
ranks junior in right of payment to the Series C Preferred Stock with respect to
payment of dividends or amounts upon liquidation, dissolution or winding-up; and

         (c) junior to any class or series of Capital Stock issued by the
Company that ranks senior to the Series C Preferred Stock in accordance with
Section IV(d).

IV.      Voting

         (a) Holders of shares of the Series C Preferred Stock shall not have
any voting rights, except as provided by applicable law and as described below
in this Section IV.

         (b) If and whenever six quarterly dividends on the Series C Preferred
Stock, whether or not earned or declared, shall be in arrears (which shall, with
respect to any such quarterly dividend, mean that any such dividend has not been
paid in full) (a "Preferred Dividend Default"), the number of directors then
constituting the Board shall be increased by two and the holders of shares of
the Series C Preferred Stock (voting separately as a single class (regardless of
series) with all other Capital Stock of the Company upon which like voting
rights have been conferred and are exercisable ("Parity Preferred Stock")) shall
be entitled to elect two additional directors (the "Preferred Stock Directors")
to serve on the Board at any annual meeting of stockholders or special meeting
held in place thereof, or at a special meeting of the holders of the Series C
Preferred Stock and the Parity Preferred Stock called as hereinafter provided.
Whenever all arrears in dividends on the Series C Preferred Stock and the Parity
Preferred Stock then outstanding shall have been paid and dividends thereon for
the current Dividend Period shall have been paid or declared and set apart for
payment, then the right of the holders of the Series C Preferred Stock and the
Parity Preferred Stock to elect such additional two directors shall cease (but
subject always to the same provisions for the vesting of such voting rights in
the case of any similar future arrearages in six quarterly dividends), and the
terms of office of all persons elected as directors by the holders of the Series
C Preferred Stock and the Parity Preferred Stock shall forthwith terminate and
the number of the Board shall be reduced accordingly. At any time after such
voting power shall have been so vested in the holders of shares of Series C
Preferred Stock and Parity Preferred Stock, the secretary of the Corporation
may, and upon the written request of any holder of Series C Preferred Stock
(addressed to the secretary at the principal office of the Corporation) shall,
call a special meeting of the holders of the Series C Preferred Stock and of the
Parity Preferred Stock for the election of the two directors to be elected by
them as herein provided, such call to be made by notice similar to

                                       3


that provided in the By-Laws of the Corporation for a special meeting of the
stockholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the secretary within 20 days
after receipt of any such request, then any holder of shares of Series C
Preferred Stock may call such meeting, upon the notice above provided, and for
that purpose shall have access to the stock books of the Corporation. The
directors elected at any such special meeting shall hold office until the next
annual meeting of the stockholders or special meeting held in lieu thereof if
such office shall not have previously terminated as above provided.

         (c) So long as a Preferred Dividend Default shall continue, any vacancy
in the office of a Preferred Stock Director may be filled by written consent of
the Preferred Stock Director remaining in office, or if there is no such
remaining director, by the holders of a majority of the votes of the outstanding
Series C Preferred Stock and the other series of Parity Preferred Stock voting
as a single class. Any Preferred Stock Director may be removed only for cause
and only by the holders of record of seventy-five percent (75%) of the votes of
the outstanding shares of Series C Preferred Stock voting separately as a class
with all other series of Parity Preferred Stock. The Preferred Stock Directors
shall each be entitled to one vote per director on any matter.

         (d) So long as any shares of Series C Preferred Stock remain
outstanding, the Company shall not, without the affirmative vote or consent of
the holders of at least a majority of the shares of Series C Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (such series voting separately as a class), (i) authorize, create or
issue, or increase the authorized or issued amount of, any class or series of
shares of Capital Stock ranking prior to the Series C Preferred Stock with
respect to the payment of dividends or the distribution of assets upon voluntary
or involuntary liquidation, dissolution or winding-up of the Company or
reclassify any authorized shares of Capital Stock of the Company into such
Capital Stock, or create, authorize or issue any obligation or security
convertible or exchangeable into or evidencing the right to purchase any such
Capital Stock; or (ii) amend, alter or repeal the provisions of the Certificate
of Incorporation or this Certificate of Designations, whether by merger or
consolidation or otherwise (an "Event"), so as to materially and adversely
affect any right, preference, privilege or voting power of the Series C
Preferred Stock or the holders thereof. Notwithstanding anything to the contrary
contained herein, none of the following shall be deemed to materially and
adversely affect any such right, preference, privilege or voting power or
otherwise require the vote or consent of the holders of shares of Series C
Preferred Stock: (X) the occurrence of any Event so long as either (1) the
Company is the surviving entity and the Series C Preferred Stock remains
outstanding with the terms thereof materially unchanged or (2) interests in an
entity having substantially the same rights and terms as the Series C Preferred
Stock are substituted for the Series C Preferred Stock, (Y) any increase in the
amount of the authorized Preferred Stock or Common Stock or the creation or
issuance of any other series of Preferred Stock or Common Stock or any increase
in the amount of authorized or issued Common Stock, Series C Preferred Stock or
any other series of Preferred Stock, in each case ranking on a parity with or
junior to the Series C Preferred Stock with respect to payment of dividends and
the distribution of assets upon voluntary or involuntary liquidation,
dissolution or winding-up of the Company, and (Z) the dissolution, liquidation
and/or winding up of the Company.

         (e) For purposes of the foregoing provisions of this Section IV, each
share of Series C Preferred Stock shall have one (1) vote per share, except that
when any other series of preferred stock shall have the right to vote with the
Series C Preferred Stock as a single class on any matter,

                                       4


then the Series C Preferred Stock and such other series shall have with respect
to such matters one (1) vote per $25.00 of stated liquidation preference. Except
as otherwise required by applicable law or as set forth herein, the shares of
Series C Preferred Stock shall not have any voting rights or powers and the
consent of the holders thereof shall not be required for the taking of any
corporate action.

V.       Dividends

         (a) With respect to each Dividend Period and subject to the rights of
the holders of shares of Preferred Stock ranking senior to or on parity with the
Series C Preferred Stock, the holders of shares of Series C Preferred Stock
shall be entitled to receive, when, as and if declared by the Board, out of
assets of the Company legally available for the payment of dividends, quarterly
cumulative cash dividends in an amount per share of Series C Preferred Stock
equal to the greater of (i) $21.25 and (ii) the amount of the regular quarterly
cash dividends for such Dividend Period upon the number of shares of Common
Stock (or portion thereof) into which such Series C Preferred Stock is then
convertible in accordance with Section VII hereof (but, with respect to any
Dividend Period ending after the Fifteenth Anniversary Date, no amount shall be
paid in respect of clause (ii) of this paragraph in respect of the portion of
such Dividend Period occurring after the Fifteenth Anniversary Date).
Notwithstanding anything to the contrary contained herein, the amount of
dividends described under each of clause (i) and (ii) of this paragraph for the
initial Dividend Period, or any other period shorter than a full Dividend
Period, shall be prorated and computed on the basis of twelve 30-day months and
a 360-day year. The dividends on the Series C Preferred Stock for each Dividend
Period shall, if and to the extent declared or authorized by the Board, be paid
in arrears (without interest or other amount) on the Dividend Payment Date with
respect thereto, and, if not paid on such date, shall accumulate, whether or not
there are funds legally available for the payment thereof and whether or not
such dividends are declared or authorized. The record date for dividends to the
holders of shares of Series C Preferred Stock for any Dividend Period shall be
the same as the record date for the dividends to the holders of shares of Common
Stock for such Dividend Period (or, if no such record is set for the Common
Stock, the fifteenth day of the calendar month in which the applicable Dividend
Payment Date falls). Accrued and unpaid dividends for any past Dividend Periods
may be declared and paid at any time, without reference to any Dividend Payment
Date, to holders of record on such date, not exceeding 45 days preceding the
payment date thereof, as may be fixed by the Board. Any dividend payment made on
the shares of Series C Preferred Stock shall first be credited against the
earliest accumulated but unpaid dividend due with respect to such shares which
remains payable. No interest, or sum of money in lieu of interest, shall be
owing or payable in respect of any dividend payment or payments on the Series C
Preferred Stock, whether or not in arrears.

         (b) No dividend on the Series C Preferred Stock shall be declared by
the Board or paid or set apart for payment by the Company at such time as the
terms and provisions of any agreement of the Company, including any agreement
relating to its indebtedness, prohibits such declaration, payment or setting
apart for payment or provides that such declaration, payment or setting apart
for payment would constitute a breach thereof, or a default thereunder, or if
such declaration or payment shall be restricted or prohibited by law.
Notwithstanding the foregoing, dividends on the Series C Preferred Stock shall
accumulate whether or not any of the foregoing restrictions exist

                                       5


         (c) Except as provided in subsection V(d) herein, so long as any shares
of Series C Preferred Stock are outstanding, (i) no dividends (other than in
Common Stock or other Capital Stock of the Company ranking junior to the Series
C Preferred Stock as to payment of dividends and amounts upon liquidation,
dissolution or winding-up of the Company) shall be declared or paid or set apart
for payment upon the Common Stock or any other class or series of Capital Stock
of the Company ranking, as to payment of dividends or amounts distributable upon
liquidation, dissolution or winding-up of the Company, on a parity with or
junior to the Series C Preferred Stock, for any period and (ii) no Common Stock
or other Capital Stock of the Company ranking junior to or on a parity with the
Series C Preferred Stock as to payment of dividends or amounts upon liquidation,
dissolution or winding-up of the Company, shall be redeemed, purchased or
otherwise acquired for any consideration (or any monies be paid to or made
available for a sinking fund for the redemption of any such Capital Stock) by
the Company (except by conversion into or exchange for other Capital Stock of
the Company ranking junior to the Series C Preferred Stock as to payment of
dividends and amounts upon liquidation, dissolution or winding-up of the Company
or by redemptions for the purpose of maintaining the Company's qualification as
a real estate investment trust ("REIT") for U.S. federal income tax purposes)
unless, in the case of either clause (i) or (ii), full cumulative dividends have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for such payment on the Series C Preferred
Stock for all Dividend Periods ending on or prior to the dividend payment date
for the Common Stock or such other class or series of Capital Stock or the date
of such redemption, purchase or other acquisition.

         (d) When dividends are not paid in full (or a sum sufficient for such
full payment is not set apart for such payment) upon the Series C Preferred
Stock and any other Capital Stock ranking on a parity as to payment of dividends
with the Series C Preferred Stock, all dividends declared upon the Series C
Preferred Stock and any other Capital Stock ranking on a parity as to payment of
dividends with the Series C Preferred Stock shall be declared pro rata so that
the amount of dividends declared per share of Series C Preferred Stock and such
other Capital Stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series C Preferred Stock and such other
Capital Stock (which shall not include any accumulation in respect of unpaid
dividends for prior dividend periods if such Capital Stock does not have a
cumulative dividend) bear to each other.

         (e) The holders of the shares of Series C Preferred Stock shall not be
entitled to any dividends in excess of full cumulative dividends as described in
V(a) above.

VI.      Liquidation Preference

         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, before any payment or distribution of
the assets of the Company (whether capital or surplus) shall be made to or set
apart for the holders of Common Stock or any other Capital Stock ranking junior
to the Series C Preferred Stock as to the distribution of assets upon the
liquidation, dissolution or winding-up of the Company, the holders of shares of
the Series C Preferred Stock shall, with respect to each such share, be entitled
to receive, out of the assets of the Company available for distribution to
stockholders after payment or provision for payment of all debts and other
liabilities of the Company, an amount equal to the greater of (i) $1,000.00,
plus an amount equal to all dividends (whether or not earned or declared)
accrued and unpaid thereon to the date of

                                       6


final distribution and (ii) the amount that a holder of such share of Series C
Preferred Stock would have received upon final distribution in respect of the
number of shares of Common Stock into which such share of Series C Preferred
Stock was convertible immediately prior to such date of final distribution (but
no amount shall be paid in respect of the foregoing clause (ii) after the
Fifteenth Anniversary Date). If, upon any such voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the assets of the
Company, or proceeds thereof, distributable among the holders of the shares of
Series C Preferred Stock, are insufficient to pay in full the preferential
amount aforesaid on the shares of Series C Preferred Stock and liquidating
payments on any other shares of any class or series of Capital Stock ranking, as
to payment of dividends and amounts upon the liquidation, dissolution or
winding-up of the Company, on a parity with the Series C Preferred Stock, then
such assets, or the proceeds thereof, shall be distributed among the holders of
shares of Series C Preferred Stock and any such other parity stock ratably in
accordance with the respective amounts that would be payable on such shares of
Series C Preferred Stock and such other stock if all amounts payable thereon
were paid in full. For the purposes of this Section VI, none of (i) a
consolidation or merger of the Company with or into another entity, (ii) a
merger of another entity with or into the Company, (iii) a statutory share
exchange by the Company or (iv) a sale, lease or conveyance of all or
substantially all of the Company's assets, properties or business shall be
deemed to be a liquidation, dissolution or winding-up of the Company.

         (b) Written notice of such liquidation, dissolution or winding-up of
the Company, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series C Preferred Stock at the respective addresses of such holders as the same
shall appear on the stock transfer records of the Company.

         (c) After payment of the full amount of liquidating distributions to
which they are entitled, the holders of shares of Series C Preferred Stock shall
have no right or claim to any of the remaining assets of the Company.

VII.     Conversion. Holders of shares of Series C Preferred Stock shall have
the right to convert all or a portion of such shares into shares of Common
Stock, as follows:

         (a) A holder of shares of Series C Preferred Stock shall have the
right, at such holder's option, at any time (subject to the proviso contained in
the immediately succeeding sentence), to convert any whole number of shares of
Series C Preferred Stock, in whole or in part, into shares of Common Stock. Each
share of Series C Preferred Stock shall be convertible into the number of shares
of Common Stock determined by dividing (i) the $1,000 face amount per each share
of Series C Preferred Stock plus an amount equal to all dividends (whether or
not earned or declared) accrued and unpaid thereon to the end of the last
Dividend Period ending prior to the conversion (but without duplication of the
dividends, if any, which the holder of such share of Series C Preferred Stock is
entitled to receive for such last Dividend Period pursuant to the third
paragraph of Section VII (b) hereof or in respect of the shares of Common Stock
into which such Series C Preferred Stock is converted) by (ii) a conversion
price of $50 per share of Common Stock (equivalent to an initial anticipated
conversion rate of 20 shares of Common Stock for each share of Series C
Preferred Stock), subject to adjustment as described in Section VII(c) hereof
(the "Conversion Price"); provided, however, that the right to convert shares of
Series C Preferred Stock

                                       7


may not be exercised after the Fifteenth Anniversary Date. No fractional shares
of Common Stock will be issued upon any conversion of shares of Series C
Preferred Stock. Instead, the number of shares of Common Stock to be issued upon
each conversion shall be rounded to the nearest whole number of shares of Common
Stock.

         (b) To exercise the conversion right, the holder of each share of
Preferred Stock to be converted shall surrender the certificate representing
such share, duly endorsed or assigned to the Company or in blank, at the
principal office of the Company accompanied by a written notice to the Company
(the "Conversion Notice") indicating that the holder thereof elects to convert
such share of Series C Preferred Stock. Unless the shares issuable on conversion
are to be issued in the same name as the name in which such share of Series C
Preferred Stock is registered, each share of Series C Preferred Stock
surrendered for conversion shall be accompanied by instruments of transfer, in
form reasonably satisfactory to the Company, duly executed by the holder or such
holder's duly authorized attorney and an amount sufficient to pay any transfer
or similar tax (or evidence reasonably satisfactory to the Company demonstrating
that such taxes have been paid).

         As promptly as practicable after the surrender of certificates for
shares of Series C Preferred Stock and delivery of the Conversion Notice as
aforesaid, the Company shall issue and shall deliver at such office to such
holder, or on the holder's written order, a certificate or certificates for the
number of shares of Common Stock issuable upon the conversion of such shares of
Series C Preferred Stock in accordance with the provisions of this Section VII.
In addition, the Company shall issue and deliver to such holder a certificate or
certificates evidencing any shares of Series C Preferred Stock that were
evidenced by the certificate or certificates delivered to the Company in
connection with such conversion but that were not converted.

         A holder of shares of Series C Preferred Stock at the close of business
on the record date for any Dividend Period shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the conversion of such shares of Series C Preferred Stock
following such record date and prior to such Dividend Payment Date and shall
have no right to receive any dividend for such Dividend Period in respect of the
shares of Common Stock into which such shares of Series C Preferred Stock were
converted. Except as provided herein, the Company shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on converted shares
of Series C Preferred Stock or for dividends on the shares of Common Stock that
are issued upon such conversion.

         Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for shares of
Series C Preferred Stock shall have been surrendered and the Conversion Notice
is received by the Company as aforesaid, and the person or persons in whose name
or names any shares of Common Stock shall be issuable upon such conversion shall
be deemed to have become the holder or holders of record of such shares at such
time on such date, and such conversion shall be at the Conversion Price in
effect at such time and on such date unless the transfer books of the Company
shall be closed on that date, in which event such person or persons shall be
deemed to have become such holder or holders of record at the close of business
on the next succeeding day on which such transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date on which such
shares have been surrendered and such notice received by the Company.

                                       8


         (c) The Conversion Price shall be adjusted from time to time as
follows:

             (i) If the Company shall, after the date on which any shares of
Series C Preferred Stock are first issued (the "Issue Date"), (A) pay or make a
dividend to holders of its Common Stock in Common Stock, (B) subdivide its
outstanding Common Stock into a greater number of shares of Common Stock or (C)
combine its outstanding Common Stock into a smaller number of shares of Common
Stock, the Conversion Price in effect at the opening of business on the day
following the date fixed for the determination of holders entitled to receive
such dividend or at the opening of business on the day next following the day on
which such subdivision, combination or reclassification becomes effective, as
the case may be, shall be adjusted so that the holder of any share of Series C
Preferred Stock thereafter surrendered for conversion shall be entitled to
receive the number of shares of Common Stock that such holder would have owned
or have been entitled to receive after the happening of any of the events
described above had such share of Series C Preferred Stock been converted
immediately prior to the record date in the case of a dividend or the effective
date in the case of a subdivision, combination or reclassification. An
adjustment made pursuant to this subsection (i) shall become effective
immediately after the opening of business on the day next following the record
date (except as provided in subsection (g) below) in the case of a dividend and
shall become effective immediately after the opening of business on the day next
following the effective date in the case of a subdivision, combination or
reclassification.

             (ii) If the Company shall issue after the Issue Date rights,
options or warrants to all holders of shares of Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
or exchangeable for shares of Common Stock) at a price per share less than the
Fair Market Value per share of Common Stock on the record date for the
determination of holders of shares of Common Stock entitled to receive such
rights, options or warrants, then the Conversion Price in effect at the opening
of business on the day next following such record date shall be adjusted to
equal the price determined by multiplying (I) the Conversion Price in effect
immediately prior to the opening of business on the day following the date fixed
for such determination by (II) a fraction, the numerator of which shall be the
sum of (A) the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination and (B) the number of shares
of Common Stock that the aggregate proceeds to the Company from the exercise of
such rights, options or warrants for shares of Common Stock would purchase at
such Fair Market Value, and the denominator of which shall be the sum of (A) the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination and (B) the number of additional shares of
Common Stock offered for subscription or purchase pursuant to such rights,
options or warrants. Such adjustment shall become effective immediately after
the opening of business on the day next following such record date (except as
provided in subsection (g) below). In determining whether any rights, options or
warrants entitle the holders of shares of Common Stock to subscribe for or
purchase shares of Common Stock at less than the Fair Market Value, there shall
be taken into account any consideration received by the Company upon issuance
and upon exercise of such rights, options or warrants, the value of such
consideration, if other than cash, to be determined in good faith by the Board
of the Company.

             (iii) If the Company shall distribute after the Issue Date to all
holders of shares of Common Stock any other securities or evidences of its
indebtedness or assets (excluding those rights, options and warrants referred to
in and treated under subsection (ii) above, and excluding

                                       9


dividends paid exclusively in cash) (any of the foregoing being hereinafter in
this subsection (iii) called the "Securities"), then in each case the Conversion
Price shall be adjusted so that it shall equal the price determined by
multiplying (I) the Conversion Price in effect immediately prior to the close of
business on the date fixed for the determination of holders of shares of Common
Stock entitled to receive such dividend by (II) a fraction, the numerator of
which shall be the Fair Market Value per share of Common Stock on the record
date mentioned below less the then fair market value (as determined in good
faith by the Board of the Company) of the portion of the Securities so
distributed applicable to one share of Common Stock, and the denominator of
which shall be the Fair Market Value per share of Common Stock on the record
date mentioned below. Such adjustment shall become effective immediately at the
opening of business on the business day next following (except as provided in
subsection (g) below) the record date for the determination of holders of shares
of Common Stock entitled to receive such distribution. For the purposes of this
subsection (iii), a dividend in the form of a Security, which is distributed not
only to the holders of the shares of Common Stock on the date fixed for the
determination of holders of shares of Common Stock entitled to such distribution
of such Security, but also is distributed with each share of Common Stock
delivered to a person converting a share of Series C Preferred Stock after such
determination date, shall not require an adjustment of the Conversion Price
pursuant to this subsection (iii); provided that on the date, if any, on which a
person converting a share of Series C Preferred Stock would no longer be
entitled to receive such Security with a share of Common Stock, a distribution
of such Securities shall be deemed to have occurred, and the Conversion Price
shall be adjusted as provided in this subsection (iii) (and such day shall be
deemed to be "the date fixed for the determination of the holders of shares of
Common Stock entitled to receive such dividend" and "the record date" within the
meaning of the two preceding sentences).

             (iv) No adjustment in the Conversion Price shall be required unless
such adjustment would require a cumulative increase or decrease of at least 1%
in such price; provided, however, that any adjustments that by reason of this
subsection (iv) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment until made; and provided, further,
that any adjustment shall be required and made in accordance with the provisions
of this Section VII (other than this subsection (iv)) not later than such time
as may be required in order to preserve the tax-free nature of a dividend to the
holders of shares of Common Stock. Notwithstanding any other provisions of this
Section VII, the Company shall not be required to make any adjustment to the
Conversion Price for the issuance of any Common Stock pursuant to any plan
providing for the reinvestment of dividends or interest payable on securities of
the Company and the investment of additional optional amounts in Common Stock
under such plan. All calculations under this Section VII shall be made to the
nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of a
share (with .05 of a share being rounded upward), as the case may be. Anything
in this subsection (c) to the contrary notwithstanding, the Company shall be
entitled, to the extent permitted by law, to make such reductions in the
Conversion Price, in addition to those required by this subsection (c), as it in
its discretion shall determine to be advisable in order that any Capital Stock
dividend, subdivision of Capital Stock, reclassification or combination of
Capital Stock, distribution of rights, options or warrants to purchase Capital
Stock or securities, or a distribution consisting of other assets (other than
cash distributions) hereafter made by the Company to its holders of Capital
Stock shall not be taxable but any such adjustment shall not adversely affect
the value of the Series C Preferred Stock.

                                       10


         (d) If the Company shall be a party to any transaction (including,
without limitation, a merger, consolidation, statutory share exchange, self
tender offer for all or substantially all of the shares of Common Stock, sale of
all or substantially all of the Company's assets or recapitalization of the
Common Stock and excluding any transaction as to which subsection (c)(i) of this
Section VII applies) (each of the foregoing being referred to herein as a
"Transaction"), in each case as a result of which shares of Common Stock shall
be converted into the right to receive shares, stock, securities or other
property (including cash or any combination thereof), each share of Series C
Preferred Stock which is not converted into the right to receive shares, stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares, stock, securities
and other property (including cash or any combination thereof) receivable upon
the consummation of such Transaction by a holder of that number of shares of
Common Stock into which one share of Series C Preferred Stock was convertible
immediately prior to such Transaction, assuming such holder of Common Stock is
not a Person with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or transfer was
made, as the case may be (a "Constituent Person"), or an affiliate of a
Constituent Person. The Company shall not be a party to any Transaction unless
the terms of such Transaction are consistent with the provisions of this
subsection (d), and it shall not consent or agree to the occurrence of any
Transaction until the Company has entered into an agreement with the successor
or purchasing entity, as the case may be, for the benefit of the holders of the
shares of Series C Preferred Stock that will contain provisions enabling the
holders of shares of Series C Preferred Stock that remain outstanding after such
Transaction to convert into the consideration received by holders of shares of
Common Stock at the Conversion Price in effect immediately prior to such
Transaction (with the holder having the option to elect the type of
consideration if a choice is offered in the Transaction). The provisions of this
subsection (d) shall similarly apply to successive Transactions.

         (e) If:

             (i) the Company shall declare a dividend on the shares of Common
Stock (other than a cash dividend) or there shall be a reclassification,
subdivision or combination of Common Stock; or

             (ii) the Company shall authorize the granting to the holders of the
shares of Common Stock of rights, options or warrants to subscribe for or
purchase any Capital Stock of any class or any other rights, options or
warrants; or

             (iii) there shall be any reclassification of the shares of Common
Stock or any consolidation or merger to which the Company is a party and for
which approval of any stockholders of the Company is required, or a statutory
share exchange involving the conversion or exchange of shares of Common Stock
into securities or other property, or a self tender offer by the Company for all
or substantially all of the shares of Common Stock, or the sale or transfer of
all or substantially all of the assets of the Company as an entirety; or

             (iv) there shall occur the voluntary or involuntary liquidation,
dissolution or winding-up of the Company,

                                       11


then the Company shall cause to be mailed to the holders of the shares of Series
C Preferred Stock at their addresses as shown on the records of the Company, as
promptly as possible a notice stating (A) the date on which a record is to be
taken for the purpose of such distribution of rights, options or warrants, or,
if a record is not to be taken, the date as of which the holders of shares of
Common Stock of record to be entitled to such distribution of rights, options or
warrants are to be determined or (B) the date on which such reclassification,
subdivision, combination, consolidation, merger, sale, transfer, liquidation,
dissolution or winding-up is expected to become effective, and the date as of
which it is expected that holders of shares of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property, if any, deliverable upon such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution or winding-up. Failure to give or
receive such notice or any defect therein shall not affect the legality or
validity of the proceedings described in this Section VII.

         (f) Whenever the Conversion Price is adjusted as herein provided, the
Company shall prepare a notice of such adjustment of the Conversion Price
setting forth the adjusted Conversion Price and the effective date such
adjustment becomes effective and shall mail such notice of such adjustment of
the Conversion Price to the holder of each share of Series C Preferred Stock at
such holder's last address as shown on the records of the Company.

         (g) In any case in which subsection (c) of this Section VII provides
that an adjustment shall become effective on the date next following the record
date for an event, the Company may defer until the occurrence of such event
issuing to the holder of any share of Series C Preferred Stock converted after
such record date and before the occurrence of such event the additional shares
of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock issuable upon
such conversion before giving effect to such adjustment.

         (h) For purposes of this Section VII, the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock then
owned or held by or for the account of the Company. The Company shall not make
any distribution on shares of Common Stock held in the treasury of the Company.

         (i) If any action or transaction would require adjustment of the
Conversion Price pursuant to more than one subsection of this Section VII, only
one adjustment shall be made, and such adjustment shall be the amount of
adjustment that has the highest absolute value.

         (j) If the Company shall take any action affecting the shares of Common
Stock, other than action described in this Section VII, that in the reasonable
judgment of the Company would materially and adversely affect the conversion
rights of the holders of the shares of Series C Preferred Stock, the Conversion
Price for the shares of Series C Preferred Stock may be adjusted, to the extent
permitted by law, in such manner, if any, and at such time, as the Company,
determines to be equitable in the circumstances.

         (k) The Company covenants that shares of Common Stock issued upon
conversion of the shares of Series C Preferred Stock shall be validly issued,
fully paid and nonassessable. Prior to the delivery of any securities that the
Company shall be obligated to deliver upon conversion of the shares of Series C
Preferred Stock, the Company shall endeavor to comply with all federal and state

                                       12


laws and regulations thereunder requiring the registration of such securities
with, or any approval of or consent to the delivery thereof, by any governmental
authority.

         (l) The Company will pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock or other securities or property on conversion of the shares of
Series C Preferred Stock pursuant hereto; provided, however, that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock or other
securities or property in a name other than that of the holder of the Series C
Preferred Stock to be converted, and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Company the amount of any such tax or established, to the reasonable
satisfaction of the Company, that such tax has been paid.

         (m) Notwithstanding anything to the contrary contained herein (but
subject to the provisions of Section VII (n) hereof), the Company agrees that it
will apply the adjustment provisions of this Section VII and any related
provisions as if the Series C Preferred Stock were issued and outstanding as of
July 10, 2002. Thus, for example, if an event were to occur on December 31, 2002
that would adjust the number of shares of Common Stock into which the shares of
Series C Preferred Stock would have been convertible had such shares of Series C
Preferred Stock been outstanding as of such date, but the Series C Preferred
Stock were not actually issued until December 31, 2003, then such adjustment
would be applied so that, upon such issuance (but subject to further adjustment
for subsequent events), the Series C Preferred Stock would be immediately
convertible into the number of shares of Common Stock into which the Series C
Preferred Stock would have been convertible had such shares of Series C
Preferred Stock been outstanding on December 31, 2002.

         (n) Notwithstanding anything to the contrary contained herein, the
adjustment provisions contained in this Section VII shall be applied so that
there is no duplication of adjustments made pursuant to any other document.

VIII.    Ownership Limitations

         The shares of Series C Preferred Stock are subject to the restrictions
on transferability and ownership provisions described in Article IV of the
Certificate of Incorporation. The ownership limit as described in Article IV of
the Certificate of Incorporation (the "Ownership Limit") shall mean that
ownership of more than 7.5% of the value of the outstanding shares of Capital
Stock of the Company, including the Series C Preferred Stock, is restricted in
order to preserve the Company's status as a REIT for U.S. federal income tax
purposes. Subject to certain limitations described in Article IV of the
Certificate of Incorporation, the Board may modify the Ownership Limit, though
the Ownership Limit may not be increased by the Board to more than 9.8%. In
addition, Article IV of the Certificate of Incorporation limits the ownership of
"Existing Holders" (the "Existing Holder Limit") and also limits transfers that
would cause the Company to become "closely held" within the meaning of Section
856(h) of the Code.


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         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed in its name and on its behalf by its Executive Vice
President and attested to by its Secretary on this 10th day of July, 2002.

                                        GENERAL GROWTH PROPERTIES, INC.,
                                        a Delaware corporation


                                        By: /s/ Bernard Freibaum
                                            ------------------------------------
                                            Name:  Bernard Freibaum
                                            Title: Executive Vice President

ATTEST:


By: /s/ Marshall E. Eisenberg
    ----------------------------
    Name:  Marshall E. Eisenberg
    Title: Secretary



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