TAUBMAN CENTERS INC (Form: 8-K, Received: 03/10/2009 17:06:10)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (date of earliest event reported): March 05, 2009

TAUBMAN CENTERS, INC .
(Exact Name of Registrant as Specified in its Charter)

Michigan
(State or Other Jurisdiction of Incorporation)

1-11530	38-2033632
(Commission File Number)	(I.R.S. Employer Identification No.)

200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan	48304-2324
(Address of Principal Executive Office)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 258-6800

None
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under theExchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under theExchange Act (17 CFR 240.13e-4(c))

Item 5.02.

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

On March 5, 2009, the Compensation Committee of Taubman Centers, Inc. (“the Company”) approved the forms of a Restricted Share Unit Award Agreement, an Option Award Agreement, and a Restricted and Performance Share Unit Award Agreement for grants to the Company’s executive officers and other employees under the 2008 Omnibus Long-Term Incentive Agreement. Copies of the form of award agreements are attached hereto as exhibits and are incorporated herein by reference.

Item 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

The following Exhibits are filed with this report:

Exhibit	Description

10 (a)	Form of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan Restricted Share Unit Award Agreement.

10 (b)	Form of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan Option Award Agreement.

10 (c)	Form of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan Restricted and Performance Share Unit Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 10, 2009	TAUBMAN CENTERS, INC.

	By: /s/ Lisa A. Payne
	Lisa A. Payne
	Vice Chairman and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description

10 (a)	Form of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan Restricted Share Unit Award Agreement.

10 (b)	Form of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan Option Award Agreement.

10 (c)	Form of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan Restricted and Performance Share Unit Award Agreement.

THE TAUBMAN COMPANY LLC

2008 OMNIBUS LONG-TERM INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

Participant Name: [ ]

Grant Date: [ ]

RSUs Granted: [ ]

Vesting Date: [ ] (or, if earlier, the “Vesting Date” defined inparagraph 3 of this Award Agreement)

THIS AWARD AGREEMENT, dated as of this [ ] day of [ ], 200__, is entered into by and between THE TAUBMAN COMPANY LLC, a Delaware limited liability company (the “Company”), and [ ](the “Participant”). Capitalized terms have the meaning defined herein or as defined in the Plan, as applicable.

1. Incorporation of Plan . This Award is granted as of [ ], pursuant to and subject to all of the terms and conditions of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as effective May 29, 2008, and as may be amended from time to time (the “Plan”), the provisions of which are incorporated in full by reference into this Award Agreement, which means that this Award Agreement is limited by and subject to the express terms of the Plan. A copy of the Plan is on file in the office of the Company. If there is any conflict between the provisions of this Award Agreement and the Plan, the Plan will control.

2. RSU Award . The Company hereby grants the Participant an Award of [ ] Restricted Share Units (“RSUs”). Each RSU represents the right to receive, upon vesting and the satisfaction of any required tax withholding obligation, one share of common stock, par value $0.01, of Taubman Centers, Inc. (“TCO”) (“Common Stock”).

3. Vesting Date . “Vesting Date” means the date that is the earlier of (a) the calendar date determined by the Compensation Committee and that is specified above or (b) the death, Retirement or Disability of the Participant, or occurrence of a Change in Control, provided that, in each case ((a) and (b)), the Participant is in Service on such date.

4. Conversion of RSUs, and Issuance of Shares . As soon as practicable after the vesting of this Award, TCO will issue and transfer to the Company one share of Common Stock for each RSU granted under this Award. The Company will transfer the shares of Common Stock to the Participant upon satisfaction of any required tax withholding obligation. No fractional shares will be issued.

5. Forfeiture in the Event of a Termination of Service Due to Lay-off in Connection With a Reduction-in-Force . The provisions of Section 10.6 of the Plan providing for the full vesting of the unvested portion of the Award in the event the Participant’s Service terminates due to lay-off in connection with a reduction in force does not apply to the Award granted under this Award Agreement. Instead, in the event the Participant’s Service terminates due to a lay-off in connection with a reduction in force, the unvested portion of the Award will automatically and immediately terminate and be forfeited by the Participant, and the vested portion of the Award will continue in effect according to terms of this Award Agreement.

6. Tax Withholding Obligation . The Company will determine, in its discretion, which of the following two methods will be used to satisfy the statutory minimum tax withholding obligations in connection with the Payment of this Award: (a) withholding from payment to the Participant sufficient cash and/or shares of Common Stock issuable under the Award having a fair market value sufficient to satisfy the withholding obligation; or (b) payment by the Participant to the Company the withholding amount by wire transfer, certified check, or other means acceptable to the Company, or by additional payroll withholding in the event the Participant fails to pay the withholding amount. To the extent that the value of any whole shares of Common Stock withheld exceeds applicable tax withholding obligations, the Company agrees to pay the excess in cash to the Participant through payroll or by check as soon as practicable.

7. Rights of Participant . This Award does not entitle the Participant to any ownership interest in any actual shares of Common Stock unless and until such shares are issued to the Participant pursuant to the terms of the Plan. Since no property is transferred until the shares are issued, the Participant acknowledges and agrees that the Participant cannot and will not attempt to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the fair market value of the RSUs in the Participant’s gross income for the taxable year of the grant of the Award.

8. Beneficiary/Beneficiaries . Each Participant may, at any time, subject to the provisions of Section 10.2 of the Plan, designate a Beneficiary or Beneficiaries to whom payment under this Plan will be made in the event of such Participant’s death. Beneficiary Designation forms are available from Human Resources.

9. Registration . TCO currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of Common Stock subject to this Award. TCO intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, the Participant will not be able to transfer or sell shares issued pursuant to this Award unless exemptions from registration under applicable securities laws are available. Such exemptions from registration are very limited and might be unavailable. The Participant agrees that any resale by him or her of the shares of Common Stock issued pursuant to this Award will comply in all respects with the requirements of all applicable securities laws, rules, and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) and any other law, rule, or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. TCO will not be obligated to either issue the shares or permit the resale of any shares if such issuance or resale would violate any such requirements.

10. Acknowledgment of Participant . The Participant accepts and agrees to the terms of the Award as described in this Award Agreement and in the Plan, acknowledges receipt of a copy of this Award Agreement, the Plan, and any applicable summary of the Plan, and acknowledges that he or she has read all these documents carefully and understands their contents.

11. General Provisions .

a. Participant is Unsecured General Creditor . The Participant and the Participant’s Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any specific property or assets of the Company, TRG, TCO, nor of any entity for which the Company or any affiliate of the Company provides services. Assets of the Company or such other entities shall not be held under any trust for the benefit of the Participant or the Participant’s Beneficiaries, heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Award Agreement and the Plan. Any and all of the Company’s and such other entities’ assets shall be, and remain, the general unrestricted assets of the Company or such other entities. The Company’s sole obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay the Participant in the future, subject to the conditions and provisions of this Award Agreement and the Plan.

b. Nonassignability . The Participant’s rights and interests under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution, and, during the Participant’s lifetime, only the Participant personally, or, in the event of the Participant’s legal incapacity or incompetence, the Participant’s guardian or other legal representative, may exercise the Participant’s rights under the Plan and this Award Agreement. A Participant’s Beneficiary may exercise the Participant’s rights to the extent they are exercisable under the Plan following the death of the Participant. No part of the amounts payable under the Plan shall, prior to actual Payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by the Participant or any other Person, or be transferable by operation of law in the event of the Participant’s or any other Person’s bankruptcy or insolvency.

c. No Right to Continued Employment . The adoption and maintenance of the Plan and the grant of the Award to the Participant under this Award Agreement shall not be deemed to constitute a contract of employment between the Company, an affiliate of the Company, or of TRG or TCO, and the Participant or to be a condition of the employment of the Participant. The Plan and the Award granted this Award Agreement shall not confer on the Participant any right with respect to continued employment by the Company or an affiliate of the Company, nor shall they interfere in any way with the right of the Company or an affiliate of the Company to terminate the employment of the Participant at any time, and for any reason, with or without Cause, it being acknowledged, unless expressly provided otherwise in writing, that the employment of the Participant is “at will.”

12. Specified Employee . Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, for any Payment under this Award Agreement that is made on account of a Participant’s Retirement, and the Participant is a ‘specified employee’ as determined under the default rules under Code Section 409A, and the regulations thereunder, on the Retirement date, the Payment will be made on the day next following the date that is the six-month anniversary of the date of the Participant’s Retirement, or, if earlier, the date of the Participant’s death; any payments that would have been paid prior to the six-month anniversary plus one day Payment date specified above.

13. Definitions . As used in this Award Agreement, the following definitions shall apply:

a. “ Beneficiary ” means : (i) an individual, trust, estate, or family trust who or that, by will or by operation of the laws of descent and distribution, succeeds to the rights and obligations of the Participant under the Plan on the Participant’s death; or (ii) an individual who, as a result of designation by the Participant in a Beneficiary Designation, or as otherwise provided in the Beneficiary Designation rules set forth below, succeeds to the rights and obligations of the Participant under the Plan on such Participant’s death.

b. “ Beneficiary Designation ” means a writing executed by the Participant pursuant to the following rules:

i. The Participant may, at any time, designate any Person or Persons as the Participant’s Beneficiary or Beneficiaries (both principal as well as contingent) to whom Payment under this Award Agreement will be made in the event of such Participant’s death prior to Payment due the Participant under this Award Agreement. Such designation may be changed at any time prior to the Participant’s death, without consent of any previously designated beneficiary. Any designation must be made in writing. A Beneficiary Designation shall be effective only if properly completed and only on receipt by the Company. Any properly completed Beneficiary Designation received by the Company prior to the Participant’s death shall automatically revoke any prior Beneficiary Designation. In the event of divorce, the person from whom such divorce has been obtained shall be deemed to have predeceased the Participant in determining who shall be entitled to receive Payment pursuant to the Participant’s Beneficiary Designation, unless the Participant completes and submits after the divorce a Beneficiary Designation which designates the former spouse as the Participant’s Beneficiary for purposes of this Award Agreement.

ii. If the Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease (or are deemed to predecease) the Participant or die prior to Payment of the amounts due to the Participant under this Award Agreement, then such Participant’s designated Beneficiary shall be deemed to be the Person or Persons surviving the Participant in the first of the following classes in which there is a survivor, share and share alike:

The Participant’s surviving spouse.

The Participant’s children, except that if any of such Participant’s children predecease the Participant but leave issue surviving, then such issue shall take, by right of representation, the share their parent would have taken if living. The term “children” shall include natural or adopted children but shall not include a child (or children) whom the Participant has placed for adoption or foster care.

The Participant’s estate.

c. “ Partnership Agreement ” means The Second Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, as the same has been and may subsequently be amended and/or supplemented.

d. “ Payment ” means the transfer of shares of Common Stock equal to the number of RSUs that vest under this Award Agreement as of the Vesting Date, net of any taxes as provided in paragraph 6 of this Award Agreement and Section 18.3 of the Plan.

f. “ Person ” means an individual, partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association, or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane, or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision, or other instrumentality thereof, or any other entity.

IN WITNESS WHEREOF, this Award Agreement is duly authorized as of the day and year first above written.

PARTICIPANT SIGNATURE THE TAUBMAN COMPANY LLC, a Delaware limited liability company

_________________________________ By:__________________________

Date: _____________________________ Its: _________________________

Date: _______________________

TAUBMAN CENTERS, INC., a Michigan corporation, CONSENTS TO THE AWARD:

By: __________________________

Its: __________________________

Date: _________________________

PLEASE RETURN ONE SIGNED AGREEMENT TO [ ] BY [ ] AND KEEP ONE FOR YOUR RECORDS.

3481969.8 │030409

THE TAUBMAN COMPANY LLC

2008 OMNIBUS LONG-TERM INCENTIVE PLAN

OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT, dated as of [ ], 20[ ] (which date is the “Grant Date”), is entered into by and between THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited liability partnership (“TRG”), and [ ] (the “Optionee”).

1. Incorporation of Plan. This Option is granted as of the date written above pursuant to and subject to all of the terms and conditions of The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as effective May 29, 2008 (the “Plan”), the provisions of which are by reference made a part hereof to the same extent as if set forth in their entirety herein, and to such other terms and conditions as are hereinafter stated, all determinations necessary or appropriate to the grant hereof having been made. A copy of the Plan is on file in the office of The Taubman Company, LLC (the “Company”). The Optionee hereby acknowledges that he or she has received a copy of the Plan.

2. Grant of Option. Pursuant to the Plan, TRG hereby grants to the Optionee as of the Grant Date specified above an Option to purchase any one or more of an aggregate of [ ] TRG Units, subject to adjustment in accordance with Section 17.1 of the Plan. The Option will vest in accordance with the schedule attached hereto as Exhibit A. The Option granted under this Award Agreement is a Non-Qualified Option under the Plan.

3. Option Price. The price to be paid for each TRG Unit made the subject of the Option upon the Optionee’s exercise of the Option or any part thereof shall be the Option Price of $[] per TRG Unit, which price is the Fair Market Value of a TRG Unit on the Grant Date.

4. Exercise of Option. The Option, to the extent exercisable, may be exercised as provided in the Plan and by delivering to TRG in care of the Company at the Company’s principal business office (a) a written notice of exercise, and such other forms as may be required, in substantially the form prescribed from time to time by the Committee or its delegate and (b) except as provided for under (i) Section 12.3 of the Plan (cashless exercise) in the manner determined by the Company or (ii) Section 12.4 of the Plan (other forms of payment) subject to approval by the Committee, full payment in cash of the Option Price times the total number of TRG Units purchased under the Option, plus, as provided in paragraph 5 below, payment of any federal, state, or local income and withholding taxes, all on the date of exercise. Such notice shall specify the number of TRG Units with respect to which the Option is being exercised and shall be signed by the Person exercising the Option. Any exercise of the Option shall be subject to the minimum number of TRG Units as provided under Section 8.7 of the Plan and the Continuing Offer provisions of paragraph 15 below. If the Option is exercised by a Person other than the Optionee, such notice shall be accompanied by proof, satisfactory to TRG or the Company of such Person’s right to exercise the Option.

5. Tax Withholding Obligation. As permitted under Section 18.3 of the Plan, TRG shall have the right to require the Optionee, or other Person exercising the Option, to pay on the date of exercise any federal, state, or local income and withholding taxes that accrue in connection with the exercise of the Option. TRG shall have the right to determine (a) the amount of such income and withholding taxes, and (b) the manner by which such income and withholding taxes must be paid.

6. Nontransferability of Option.

(a) The Optionee’s rights and interests under the Plan and this Award Agreement shall not be assignable or transferable other than by will or the laws of descent and distribution, and, during the Optionee’s lifetime, only the Optionee personally, or, in the event of the Optionee’s legal incapacity or incompetence, the Optionee’s guardian or other legal representative, may exercise the Optionee’s rights under the Plan and this Award Agreement. An Optionee’s Beneficiary may exercise the Optionee’s rights to the extent they are exercisable under the Plan following the death of the Optionee.

(b) Notwithstanding paragraph 6(a) above, the Optionee may transfer, not for value, all or part of the Option to any Family Members. A “not for value” transfer is a transfer that is (i) a gift to a trust for the benefit of the Optionee and/or one or more Family Members, or (ii) a transfer under a domestic relations order in settlement of marital property rights. Following a transfer under this paragraph 6(b), the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfer of the transferred Option is prohibited except in accordance with this paragraph 6(a) or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 of the Plan shall continue to be applied with respect to the Optionee, following which the Option shall be exercisable by the transferee only to the extent and for the periods specified in Section 8.4 of the Plan.

7. Rights as an Employee. The grant of the Option pursuant to the Plan and this Award Agreement shall not in any way be deemed to constitute a contract of employment between the Company, TRG, the Manager, or a Manager Entity and the Optionee or any other Person; nor shall the Plan or this Award Agreement be construed to give the Optionee or any other Person the right to remain in the employment of the Company, TRG, the Manager or a Manager Entity or to affect the right of the Company, TRG, the Manager or a Manager Entity to terminate the Optionee’s or such other Person’s employment at any time with or without cause. It being acknowledged, unless expressly provided otherwise in writing, that the Optionee’s or such other Person’s employment is “at will.”

8. Notices. Any notice contemplated by this Agreement shall be addressed to TRG in care of the Company, at 200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304-2324; and any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing.

9. Interpretation. The Interpretation, construction, performance, and enforcement of this Award Agreement and of the Plan shall lie within the sole discretion of the Committee, and the Committee’s determination shall be conclusive and binding on all interested Persons. In the event of any inconsistency between any provision of the Plan and any provision of this Award Agreement, the provision of the Plan shall govern.

10. Amendment. The Committee may from time to time amend this Award Agreement to the extent the Committee deems necessary for the purpose of attaining or preserving consistency with the terms and provisions of the Plan and the Continuing Offer, or as permitted by the Plan, and in such manner as the Committee deems equitable or as may be required pursuant to the applicable law.

11. Termination of Management Contract . Upon the termination of the Master Services Agreement (as defined in the Partnership Agreement) between TRG and the Manager, for any reason, the Option granted under this Award Agreement shall fully vest and shall continue to be exercisable through the normal date of expiration of the exercise rights provided for under this Award Agreement.

12. Dissolution of TRG . The dissolution of TRG (provided that TRG is not reconstituted as provided in the Partnership Agreement) shall automatically and without further action cause the Option granted under this Award Agreement to fully vest and the Option shall continue to be exercisable through the normal date of expiration of the exercise rights provided for under this Award Agreement.

13. Termination of the Plan . If the Plan is terminated as provided for under Section 5.3 of the Plan, the Option granted under this Award Agreement shall continue to vest according to the regular vesting schedule provided for under this Agreement and shall to be exercisable through the normal date of expiration of the exercise rights provided for under this Award Agreement and the terms and conditions of the Plan shall otherwise continue to apply with respect to the Option.

14. Forfeiture in the Event of a Termination of Service Due to Lay-off in Connection With a Reduction-in-Force . The provisions of Section 8.4 of the Plan providing for the full vesting of the Option in the event the Optionee’s Service terminates due to lay-off in connection with a reduction in force do not apply to the Option granted under this Award Agreement. Instead, in the event the Optionee’s Service terminates due to a lay-off in connection with a reduction in force, the unvested portion of the Option will automatically and immediately terminate and be forfeited by the Optionee, and the vested portion of the Option will continue in effect according to terms of this Award Agreement.

15. Award Subject to Continuing Offer . An Optionee or other Person who is not permitted to be a partner of TRG under the terms of the Partnership Agreement is required to comply with the terms and conditions of the Continuing Offer upon the exercise of an Option. The Continuing Offer has been filed as an exhibit to the periodic reports filed by Taubman Centers, Inc. with the Securities and Exchange Commission; copies are also available from the Company. The exchange of Options for Shares upon the exercise of an Option pursuant to the Continuing Offer and this paragraph 15 shall not operate and shall not be applied in any manner that constitutes a feature for the deferral of compensation resulting from the Option granted under this Award Agreement

16. Additional Defined Terms. As used in this Award Agreement, the following definitions shall apply:

(a) “Committee” means the Compensation Committee of the Board of Directors of Taubman Centers, Inc. (“Board”), or if the Board so elects, a different committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.1 of the Plan.

(b) “Continuing Offer” means the Second Amended and Restated Continuing Offer, effective May 16, 2000, as the same has been or may be amended and/or supplemented, which provides for, among other things, the exchange of an Option for Shares at a specified ratio upon the exercise of an Option.

(c) “Manager” means the Company, or such other Person who has by written contract with TRG agreed to provide management, administration, leasing, and development services for the properties of TRG.

(d) “Manager Entity” means a Person in which the Company, or one or more of the Persons possessing a beneficial interest in the Company, possesses a beneficial interest and which Person has agreed to provide personnel, management, administration, leasing and/or development or other services for the properties of TRG, or to the Company for the benefit of TRG, or for TRG itself.

(e) “Partnership Agreement” means The Second Amended and Restated Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, as the same has been amended or may be amended and/or supplemented.

(f) “Person” or “Persons” means an individual, a partnership (general or limited), corporation, joint venture, business trust, cooperative, association, or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision, or other instrumentality thereof, or any other entity.

IN WITNESS WHEREOF, each of the parties hereto has executed this Award Agreement, and in the case of TRG by its duly authorized officer, as of the day and year first above written.

OPTIONEE SIGNATURE THE TAUBMAN REALTY GROUP LIMITEDPARTNERSHIP, a Delaware limited partnership

By: ____________________________________

__________________________________

Date: ______________________________ Its: Authorized Signatory

Date:____________________________________

TAUBMAN CENTERS, INC., a Michigan

corporation, CONSENTS TO THE AWARD:

By:___________________________________

Its:___________________________________

Date: _________________________________

THE TAUBMAN COMPANY LLC, a Delaware

limited liability company, CONSENTS TO THE AWARD:

By:______________________________

Its:______________________________

Date:_____________________________

NOTE TO OPTIONEE: PLEASE RETURN ONE SIGNED AWARD AGREEMENT TO [ ] BY [ ] AND KEEP ONE FOR YOUR RECORDS.

THE TAUBMAN COMPANY LLC

2008 OMNIBUS LONG-TERM INCENTIVE PLAN

RESTRICTED AND PERFORMANCE SHARE UNIT AWARD AGREEMENT

Participant Name: [ ]

Grant Date: [ ]

RSUs Granted: [ ]

PSUs Granted: [ ]

Vesting Date: [ ] (or, if earlier, the “Vesting Date” defined inparagraph 4 of this Award Agreement)

THIS AWARD AGREEMENT, dated as of this [ ] day of [ ], 200__, is entered into by and between THE TAUBMAN COMPANY LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”). Capitalized terms have the meaning defined herein or as defined in the Plan, as applicable.

3. PSU Award . The Company hereby grants the Participant an Award of [ ] Performance Share Units (“PSUs”) subject to any adjustment upon vesting provided below. Each PSU represents the right to receive, upon vesting and the satisfaction of any required tax withholding obligation, one share of Common Stock, subject to adjustment as provided elsewhere in this Award Agreement. The actual number of the PSUs in which a Participant may ultimately vest shall be determined according to the rules specified in the Addendum to this Award Agreement.

4. Vesting Date . “Vesting Date” means the date that is the earlier of (a) the calendar date determined by the Compensation Committee and that is specified above or (b) the death, Retirement or Disability of the Participant, or occurrence of a Change in Control, provided that, in each case ((a) and (b)), the Participant is in Service on such date.

5. Conversion of RSUs and PSUs, and Issuance of Shares . As soon as practicable after the vesting of this Award, TCO will issue and transfer to the Company one share of Common Stock for (a) each RSU granted under this Award, and (b) each PSU granted and vested under this Award as determined according to paragraph 3 above and the Addendum to this Award Agreement. The Company will transfer the shares of Common Stock to the Participant upon satisfaction of any required tax withholding obligation. No fractional shares will be issued.

6. Forfeiture in the Event of a Termination of Service Due to Lay-off in Connection With a Reduction-in-Force . The provisions of Section 10.6 of the Plan providing for the full vesting of the unvested portion of the Award in the event the Participant’s Service terminates due to lay-off in connection with a reduction in force does not apply to the Award granted under this Award Agreement. Instead, in the event the Participant’s Service terminates due to a lay-off in connection with a reduction in force, the unvested portion of the Award will automatically and immediately terminate and be forfeited by the Participant, and the vested portion of the Award will continue in effect according to terms of this Award Agreement.

7. Tax Withholding Obligation . The Company will determine, in its discretion, which of the following two methods will be used to satisfy the statutory minimum tax withholding obligations in connection with the Payment of this Award: (a) withholding from payment to the Participant sufficient cash and/or shares of Common Stock issuable under the Award having a fair market value sufficient to satisfy the withholding obligation; or (b) payment by the Participant to the Company the withholding amount by wire transfer, certified check, or other means acceptable to the Company, or by additional payroll withholding in the event the Participant fails to pay the withholding amount. To the extent that the value of any whole shares of Common Stock withheld exceeds applicable tax withholding obligations, the Company agrees to pay the excess in cash to the Participant through payroll or by check as soon as practicable.

8. Rights of Participant . This Award does not entitle the Participant to any ownership interest in any actual shares of Common Stock unless and until such shares are issued to the Participant pursuant to the terms of the Plan. Since no property is transferred until the shares are issued, the Participant acknowledges and agrees that the Participant cannot and will not attempt to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the fair market value of the RSUs and PSUs in the Participant’s gross income for the taxable year of the grant of the Award.

9. Beneficiary/Beneficiaries . Each Participant may, at any time, subject to the provisions of Section 10.2 of the Plan, designate a Beneficiary or Beneficiaries to whom payment under this Plan will be made in the event of such Participant’s death. Beneficiary Designation forms are available from Human Resources.

10. Registration . TCO currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the shares of Common Stock subject to this Award. TCO intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, the Participant will not be able to transfer or sell shares issued pursuant to this Award unless exemptions from registration under applicable securities laws are available. Such exemptions from registration are very limited and might be unavailable. The Participant agrees that any resale by him or her of the shares of Common Stock issued pursuant to this Award will comply in all respects with the requirements of all applicable securities laws, rules, and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) and any other law, rule, or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. TCO will not be obligated to either issue the shares or permit the resale of any shares if such issuance or resale would violate any such requirements.

11. Acknowledgment of Participant . The Participant accepts and agrees to the terms of the Award as described in this Award Agreement and in the Plan, acknowledges receipt of a copy of this Award Agreement, the Plan, and any applicable summary of the Plan, and acknowledges that he or she has read all these documents carefully and understands their contents.

12. General Provisions .

13. Specified Employee . Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, for any Payment under this Award Agreement that is

made on account of a Participant’s Retirement, and the Participant is a ‘specified employee’ as determined under the default rules under Code Section 409A, and the regulations

thereunder, on the Retirement date, the payment will be made on the day next following the date that is the six-month anniversary of the date of the Participant’s Retirement, or,

if earlier, the date of the Participant’s death; any Payments that would have been paid prior to the six-month anniversary plus one day Payment date specified above.

14. Definitions . As used in this Award Agreement, the following definitions shall apply:

b. “ Beneficiary Designation ” means a writing executed by the Participant pursuant to the following rules:

The Participant’s surviving spouse.

The Participant’s estate.

d. “ Payment ” means the transfer of shares of Common Stock equal to the number of RSUs and PSUs that vest under this Award Agreement as of the Vesting Date, net of any taxes as provided in paragraph 7 of this Award Agreement and Section 18.3 of the Plan.

e. “ Person ” means an individual, partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association, or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane, or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision, or other instrumentality thereof, or any other entity.

IN WITNESS WHEREOF, this Award Agreement is duly authorized as of the day and year first above written.

PARTICIPANT SIGNATURE THE TAUBMAN COMPANY LLC, a Delaware limited liability company

______________________________ By: _____________________________

Date: _________________________ Its: _____________________________

Date: _____________________________

TAUBMAN CENTERS, INC., a Michigan corporation, CONSENTS TO THE AWARD:

By: _____________________________

Its: ______________________________

Date: _____________________________

PLEASE RETURN ONE SIGNED AGREEMENT TO [ ] BY [ ] AND KEEP ONE FOR YOUR RECORDS.

ADDENDUM TO

RESTRICTED AND PERFORMANCE SHARE UNIT AWARD AGREEMENT

This Addendum relates to the Award Agreement dated [ ], 200[ ], and made to [ ] (the “Participant”), and pursuant to which [ ] PSUs were awarded to the Participant. This Addendum provides the rules for the determination of actual number of PSUs in which the Participant may vest.

A. The “Performance Period” is defined as the time period between the Grant Date as specified in the Award Agreement and the Vesting Date determined by the Compensation Committee and specified in the Award Agreement as [ ] (the “Specified Vesting Date”).

B. The “Peer Group” used in the determinations of Total Shareholder Return required by paragraph C below shall be the individual companies that comprise the FTSE NAREIT All REIT Index (Property Sector: Retail) (“the Index”) as constituted on the Grant Date that is specified in the Award Agreement. No additions or deletions will be made to the Peer Group during the Performance Period, i.e, companies that are eliminated from the Index by the governing body of the Index during the Performance Period will remain as members of the Peer Group, and companies that are added to the Index by the governing body of the Index during the Performance Period will not become members of the Peer Group. For purposes of calculating Total Shareholder Return as required by paragraph C below, the ending stock price for a company removed from the Index will be its (1) last available closing price prior to its removal or (2) other relevant value that can be ascribed to the stock as a result of an event of merger, acquisition, bankruptcy, privatization, stock split, or other corporate transaction. The Compensation Committee to the extent it deems necessary and/or appropriate, it its sole discretion, shall determine the treatment of companies removed from the Index and/or manage any extenuating circumstances that may develop during the Performance Period in relation to the composition of the Peer Group and/or the required computations of Total Shareholder Return.

C. Subject to the special rules for certain Vesting Date triggers in paragraphs D and E below, the actual number of PSUs in which the Participant shall vest shall be determined as follows:

Step One: The Company’s Total Shareholder Return versus each member of the Peer Group’s Total Shareholder Return shall be determined, with each Total Shareholder Return calculated for the period beginning on the Grant Date and ending on the Vesting Date (or, if no return data are available for the Vesting Date, the return data for the first date prior to the Vesting Date for which such data exist). The definition of Total Shareholder Return is contained in paragraph F below. For purpose of this computation, the Company’s Total Shareholder Return will be that of TCO.

Step Two: The Company’s relative Total Shareholder Return performance versus that of each member of the Peer Group computed in Step One shall be determined in a percentile ranking.

Step Three: A multiplier (the “PSU Multiplier”) shall be applied to the Participant’s PSU award based on the Company’s relative performance determined under Step Two and the following table:

Company Performance vs. Peer Group	Resulting PSU Multiplier
less than the 25th percentile	zero times
25th percentile	0.5 times
50th percentile (the “Target”)	1 times
75th percentile	2 times
100th percentile (Company is the highest performer)	3 times

With respect to levels of Company performance that fall between the percentiles specified above, the resulting PSU Multiplier will be interpolated on a linear basis.

Step Four: The product that results when the PSU Multiplier is applied to the Participant’s PSU Award will be rounded up to the next whole number. For example, if the product is 10,500.45 PSUs, the product will be rounded up to 10,501 PSUs.

D. If a Change in Control occurs prior to the Specified Vesting Date (or any other Vesting Date trigger, e.g., death, Disability, or Retirement), the actual number of PSUs in which the Participant shall vest shall be determined in the same manner as paragraph B above, but the determination will be made as of the date of the Change in Control, which date shall be the Vesting Date.

E. If the Participant’s Vesting Date is his death, Disability or Retirement, the actual number of PSUs in which the Participant shall vest shall be determined in the same manner as paragraph B above, but the determination will be made as of the date of the Participant’s death, Disability or Retirement (as applicable), which date shall be the Vesting Date, except as follows. Notwithstanding the preceding sentence, if the date of death, Disability, or Retirement occurs less than one year from the Grant Date, the PSU Multiplier to be used in the calculation under paragraph C above will be that of 50th Percentile performance (1 times).

F. The Company’s “Total Shareholder Return” for any period shall be determined using the same methodology as used for determining each member of the Peer Group’s Total Shareholder Return. Total Shareholder Return is defined as the sum of: (1) a company’s average stock price at the end of the Performance Period (determined using the company’s closing stock price on each trading day within the 30 calendar days preceding the end of the Performance Period, and which 30 calendar day period shall include the day on which the Performance Period ends) minus the company’s average stock price at the beginning of the Performance Period (determined using the company’s closing stock price on each trading day within the 30 calendar days preceding the beginning of the Performance Period, and which 30 calendar day period shall include the Grant Date), and (2) the value of the cumulative amount of dividends paid during the Performance Period, assuming same day reinvestment into stock, divided by its stock price at the beginning of the Performance Period. An example of this calculation is below.

Example: TSR = ( Price end − Price begin + Dividends ) / Price begin

3474767.15 │ 030909