Horizon Group Properties Inc Watch

from 10-Q 1 page Excepted Holder Certificate

from 10-Q 1 page Attest: Horizon Group Properties, Inc. /S/ David R. Tinkham By: /S/ Gary J. Skoien Secretary Gary J. Skoien President

from 8-K ~10 pages Second Amendment and Restated By-Laws

from 10-Q 1 page <page> Amended and Restated Horizon Group Properties, Inc. By-Laws Originally Adopted as of April 28, 1998 Third Amendment Adopted as of May 4, 2001 Pursuant to Article 10 of the Amended and Restated By-Laws of Horizon Group Properties, Inc. (The "Corporation") and by the Action of the Board of Directors of the Corporation at the Meeting of the Board of Directors on May 4, 2001, Section 2.02 of the Amended and Restated By-Laws of the Corporation Is Hereby Replaced in Its Entirety With the Following New Section 2.02: "Section 2.02 Annual Meeting. the Annual Meeting of the Stockholders Shall Be Held on the Second Tuesday in May (Or on Such Other Date as May Be Established From Time to Time by Resolution of the Board of Directors), at Such Place and Time as the Board of Directors May From Time to Time Designate. at Each Annual Meeting, Stockholders Entitled to Vote Shall Elect the Members of the Board of Directors and Transact Such Other Business as May Be Properly Brought Before the Meeting in Accordance With the Articles of Amendment and Restatement of the Corporation (The "Articles") And, to the Extent Not Inconsistent Therewith, Notice Procedures Specified in Section 2.04 Below." This Third Amendment to the Amended and Restated By-Laws of the Corporation Is Adopted as of May 4, 2001. 24

from 10-Q 1 page <page> Amended and Restated Horizon Group Properties, Inc. By-Laws Originally Adopted as of April 28, 1998 Second Amendment Adopted as of June 8, 2000 Pursuant to Article 10 of the Amended and Restated By-Laws of Horizon Group Properties, Inc. (The "Corporation") and by the Action of the Board of Directors of the Corporation at the Meeting of the Board of Directors on June 8, 2000, Section 2.02 of the Amended and Restated By-Laws of the Corporation Is Hereby Replaced in Its Entirety With the Following New Section 2.02: "Section 2.02 Annual Meeting. the 2000 Annual Meeting of the Stockholders Shall Be Held on Tuesday, August 29, 2000 at 11:00 A.M., Local Time. Each Succeeding Annual Meeting of the Stockholders Shall Be Held on the Second Tuesday in May, at Such Place and Time as Determined by the Board of Directors. at Each Annual Meeting, Stockholders Entitled to Vote Shall Elect the Members of the Board of Directors and Transact Such Other Business as May Be Properly Brought Before the Meeting in Accordance With the Articles of Amendment and Restatement of the Corporation (The "Articles") And, to the Extent Not Inconsistent Therewith, Notice Procedures Specified in Section 2.04 Below." This First Amendment to the Amended and Restated By-Laws of the Corporation Is Adopted as of June 8, 2000. 23

from 10-Q 1 page <page> Amended and Restated Horizon Group Properties, Inc. By-Laws Originally Adopted as of April 28, 1998 First Amendment Adopted as of March 17, 1999 Pursuant to Article 10 of the Amended and Restated By-Laws of Horizon Group Properties, Inc. (The "Corporation") and by the Action of the Board of Directors of the Corporation at the Meeting of the Board of Directors on March 17, 1999, Section 2.02 of the Amended and Restated By-Laws of the Corporation Is Hereby Replaced in Its Entirety With the Following New Section 2.02: "Section 2.02 Annual Meeting. the 1999 Annual Meeting of the Stockholders Shall Be Held on Tuesday, June 15, 1999 at 11:00 A.M., Local Time. Each Succeeding Annual Meeting of the Stockholders Shall Be Held on the Second Tuesday in May, at Such Place and Time as Determined by the Board of Directors. at Each Annual Meeting, Stockholders Entitled to Vote Shall Elect the Members of the Board of Directors and Transact Such Other Business as May Be Properly Brought Before the Meeting in Accordance With the Articles of Amendment and Restatement of the Corporation (The "Articles") And, to the Extent Not Inconsistent Therewith, Notice Procedures Specified in Section 2.04 Below." This First Amendment to the Amended and Restated By-Laws of the Corporation Is Adopted as of March 17, 1999. 29

from 10-12G/A ~20 pages Amended and Restated By-Laws

from 10-12G/A ~20 pages Exhibit 3.1 Amended & Restated Art. of Inc.

from 10-12G ~20 pages Exhibit 3.2 Form of Amended and Restated By-Laws

from 10-12G ~20 pages Exhibit 3.1 Form of Amended and Restated Articles