ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

In March 2020, the compensation committee of the Company deferred establishing a 2020 Long Term Incentive Plan for the Company's named executive officers due to the unprecedented impact that the then unfolding COVID-19 pandemic was having on the Company's operations and the uncertainty that it created. During the course of 2020 the compensation committee carefully monitored the impact of the COVID-19 pandemic on the Company's operations and the performance of the Company's named executive officers during this period. On December 28, 2020, after evaluating the foregoing, among other matters, the compensation committee approved the establishment of a 2020 Long Term Incentive Program and in connection therewith approved a one-time grant of time-based restricted stock units ("RSUs") under the Simon Property Group, L.P. 2019 Stock Incentive Plan to the Company's named executive officers. The terms and conditions of each RSU award will be set forth in a Restricted Stock Unit Agreement entered into by the Company and each named executive officer. The following is a brief description of the material terms and conditions of the RSU awards.

General. The RSUs are subject to vesting based on the grantee's continued services with the Company. Each vested RSU entitles the grantee to receive one share of common stock of the Company.

Vesting. The RSUs will vest as follows, subject to the grantee's continued service on each applicable vesting date: one third on January 1, 2022, one third on January 1, 2023 and one third on January 1, 2024.

Certain Termination of Service. Except as otherwise described below, any RSUs that have not vested as of the date on which a grantee's service terminates for any reason will be cancelled and forfeited by the grantee.

If a grantee's service terminates due to death or disability or, in the compensation committee's sole discretion, upon retirement, the RSUs will vest in full upon such termination.

If, following a change of control of the Company, (i) a grantee's service is terminated by the Company without cause, (ii) the grantee resigns his employment for good reason or (iii) the award is not continued, assumed or replaced, the RSUs will vest in full.

Dividend Equivalents. Each RSU is granted in tandem with a corresponding dividend equivalent, which entitles the grantee to payment in an amount equal to the amount of dividends paid on the shares of common stock underlying the outstanding RSUs. Dividend equivalents associated with the RSUs are not paid in cash on a current basis; rather, they accrue and are subject to the same vesting and other terms and conditions as the corresponding RSUs. Dividend equivalents that have accumulated will be paid in cash when the underlying RSUs vest and are settled in common stock.

No Voting Rights. The RSUs do not have any voting rights.

The table below sets forth the number of RSUs granted to each named executive officer on December 28, 2020:

Name                                 Number of RSUs

David Simon - Chairman of the Board, Chief Executive Officer, and President

                                                          69,517

Steven E. Fivel - General Counsel and Secretary                        17,380

John Rulli, - Chief Administrative Officer                             17,380

Brian J. McDade - Executive Vice President, Chief Financial Officer, and Treasurer

                                                 17,380

Alexander L.W. Snyder - Assistant General Counsel and Assistant
Secretary                                                              5,794

The foregoing description of the RSU awards is not complete and is subject to and qualified in its entirety by the full text of the Restricted Stock Unit Agreement, the form of which will be filed as an exhibit to the Company's and Simon Property Group, L.P.'s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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