TAUBMAN CENTERS INC (Form: S-3ASR, Received: 12/27/2012 11:32:51)

As filed with the Securities and Exchange Commission on December 27, 2012

Registration No. 333-

__________________________________________________________________________________________________________________________________________________________________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________________________________________________________________________________________________________

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________________________________________________________________________________________________________________________________________________________

TAUBMAN CENTERS, INC.

(Exact name of registrant as specified in its charter)



Michigan		38-2033632
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 East Long Lake Road, Suite 300

Bloomfield Hills, MI 48304-2324

(248) 258-6800

(Address, including zip code, and telephone number, including

area code, of registrant's principal executive offices)

__________________________________________________________________________________________________________________________________________________________________________

Lisa A. Payne

Vice Chairman and Chief Financial Officer

Taubman Centers, Inc.

200 East Long Lake Road, Suite 300

Bloomfield Hills, MI 48304-2324

(248) 258-6800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________________________________________________________________________________________________________________________________________

Copy To:

Michael S. Ben, Esq.

Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226-3506

(313) 465-7316 (telephone)

(313) 465-7317 (facsimile)

_________________________________________________________________________________________________________________________________________________________________________

Approximate date of commencement of proposed sale to the public: From time to time or at one time after the effective date of the Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Stock, par value $0.01 per share	1,319,716	$77.57	$102,370,370.12	$13,963.32


(1)	In accordance with Rule 416 under the Securities Act of 1933, also includes an indeterminable number of shares that may become issuable by reason of stock splits, stock dividends, and similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933 based on the average of the high and low sales prices other common stock, as reported on the NYSE on December 19, 2012.

PROSPECTUS

TAUBMAN CENTERS, INC.

1,319,716 Shares

Common Stock

This prospectus relates to the potential offer and sale, from time to time, by the selling shareholders named in this prospectus of up to 1,319,716 shares of our common stock, if and to the extent that such selling shareholders exchange their units of partnership interest in The Taubman Realty Group Limited Partnership (the “Operating Partnership” or “TRG”) and Series B Non-Participating Convertible Preferred Stock in Taubman Centers, Inc. (“Series B preferred stock”) for shares of our common stock. See "Selling Shareholders" beginning on page 6 for information regarding the selling shareholders.

Shares of our common stock are traded on the New York Stock Exchange under the symbol “TCO.” On December 26, 2012, the closing price of our common stock on the New York Stock Exchange was $78.67 per share. We will not receive any proceeds from the sale of the shares of our common stock covered by this prospectus.

We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. Our charter contains certain restrictions relating to ownership and transfer of our stock to assist us in complying with certain federal income tax requirements applicable to REITs.

We are the managing general partner of TRG. We have made a continuous, irrevocable offer to the selling shareholders to exchange their partnership units in TRG and Series B preferred stock for our common stock. Pursuant to agreement with the selling shareholders, we are required to register the shares that would be received as a result of any such exchange for resale under the Securities Act of 1933. TRG will bear all costs in effecting the registration of the shares of common stock covered by this prospectus.

The selling shareholders may sell the shares covered by this prospectus in public or private transactions and at prices related to the prevailing market prices, fixed prices or at negotiated prices. The selling shareholders will be responsible for any commissions or discounts, and similar selling expenses, due to brokers or dealers. Brokers or dealers participating in any sale of common stock offered by the selling shareholders may act either as principals or agents, may use block trades to position and resell the shares and may be deemed “underwriters” under the Securities Act of 1933. See "Plan of Distribution" beginning on page 14 for additional information on the manner in which the shares of common stock may be sold and related matters.

Investing in our securities involves risks. Please read carefully the section entitled “Risk Factors” on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 27, 2012

We have not authorized any underwriter, broker, dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any applicable prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus or any applicable prospectus supplement, or the information we have previously filed with the SEC and incorporated by reference, is accurate as of any date other than the date specified in such documents. Our business, financial condition, results of operations and prospects may have changed since such respective dates.



TABLE OF CONTENTS
	Page
ABOUT THIS PROSPECTUS .............................................................................................................................	1
WHERE YOU CAN FIND MORE INFORMATION ..........................................................................................	1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ...............................................................	1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ............................................................	2
PROSPECTUS SUMMARY .................................................................................................................................	3
RISK FACTORS ...................................................................................................................................................	5
USE OF PROCEEDS ............................................................................................................................................	6
SELLING SHAREHOLDERS ..............................................................................................................................	6
DESCRIPTION OF SECURITIES BEING OFFERED .......................................................................................	9
IMPORTANT PROVISIONS OF OUR GOVERNING DOCUMENTS AND MICHIGAN LAW ....................	11
RESTRICTIONS ON TRANSFER AND OWNERSHIP .....................................................................................	13
PLAN OF DISTRIBUTION .................................................................................................................................	14
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES ......................................................................	15
VALIDITY OF COMMON STOCK .....................................................................................................................	34
EXPERTS ..............................................................................................................................................................	34

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or “SEC,” as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the “Securities Act.” You should read both this prospectus and any prospectus supplement together with additional information described under “Where You Can Find More Information” and “Incorporation of Certain Documents By Reference” before you invest in our common stock.

References in this prospectus to “we,” “our” or “us” mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities, as the context may require, and does not refer to the selling shareholders. The “Operating Partnership” or “TRG” refers to The Taubman Realty Group Limited Partnership.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC, all of which are available to the public over the Internet at the SEC's web site at www.sec.gov . You may also read and copy any document we file by visiting the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You may also inspect our SEC reports and other information at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. You may also obtain copies of these filings, at no cost, by accessing our website at www.taubman.com ; however, the information found on our website is not considered part of this prospectus or any applicable prospectus supplement.

We have filed a registration statement on Form S-3 with the SEC covering the securities that may be sold under this prospectus. For further information on us and the securities being offered, you should refer to our registration statement and its exhibits. This prospectus summarizes material provisions of certain contracts and other documents included as exhibits to our registration statement of which this prospectus is a part. Because this prospectus may not contain all the information that you may find important, you should review the full text of these documents. We have included copies of these documents as exhibits to our registration statement of which this prospectus is a part and each summary is qualified in all respects by that reference and the exhibits and schedules thereto.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We incorporate by reference in this prospectus the documents listed below (file number 1-11530) and all future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of this offering. This means that we can disclose important information to you by referring you to these documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus:


•	our annual report on Form 10-K/A for the year ended December 31, 2011, filed with the SEC on February 28, 2012;


•	the information specifically incorporated by reference into our annual report on Form 10-K/A for the year ended December 31, 2011 from our definitive proxy statement on Schedule 14A, filed with the SEC on April 23, 2012;


•	our quarterly reports on Form 10-Q for the quarter ended March 31, 2012 that was filed with the SEC on May 3, 2012, for the quarter ended June 30, 2012 that was filed with the SEC on July 30, 2012, and for the quarter ended September 30, 2012 that was filed with the SEC on October 29, 2012;


•	our current reports on Form 8-K filed with the SEC on January 5, 2012, April 5, 2012, June 8, 2012, July 2, 2012, August 6, 2012, August 8, 2012, August 14, 2012, December 5, 2012 and December 20, 2012, and our current report on Form 8-K/A filed with the SEC on March 5, 2012; and


•	the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on November 10, 1992, including any subsequently filed amendments and reports filed for the purpose of updating the description.

Copies of all documents which are incorporated by reference in this prospectus and any applicable prospectus supplement (not including the exhibits to such information, unless such exhibits are specifically incorporated by reference) will be provided without charge to each person, including any beneficial owner of the securities offered by this prospectus, to whom this prospectus or any applicable prospectus supplement is delivered, upon written or oral request. Requests should be directed to

Taubman Centers, Inc., 200 East Long Lake Road, Suite 300, Bloomfield Hills, MI 48304-2324, Attention: Investor Relations, and our telephone number is (248) 258-6800.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Information included and incorporated by reference in this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” You can identify these forward-looking statements by our use of the words “believe,” “anticipate,” “plan,” “expect,” “may,” “might,” “should,” “will,” “intend,” “estimate” and similar expressions, whether in the negative or affirmative. These forward-looking statements represent our expectations or beliefs concerning future events, including the following: statements regarding future developments and joint ventures, rents, returns, and earnings; statements regarding the continuation of trends; and any statements regarding the sufficiency of our cash balances and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs.

We caution that although forward-looking statements reflect our good faith beliefs and reasonable judgment based upon current information, these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, because of risks, uncertainties, and factors including, but not limited to: the global credit environment and the continuing impacts of the recent U.S. recession; other changes in general economic and real estate conditions; changes in the interest rate environment and the availability of financing; fluctuations of foreign currency; adverse changes in the retail industry; general development risks; and integration and other acquisition risks.

Further, we have included important factors in the cautionary statements contained or incorporated by reference in this prospectus, particularly under the heading “Risk Factors” in this prospectus and in our Annual Report on Form 10-K/A for the year ended December 31, 2011, and other periodic reports that we believe could cause our actual results to differ materially from the forward-looking statements that we make. The forward-looking statements included in this report are made as of the date hereof, except those forward-looking statements made in documents incorporated by reference herein are made as of the date specified in such documents. Except as required by law, we do not undertake any obligation to update our forward-looking statements or the risk factors contained in this prospectus to reflect new information or future events or otherwise.

PROSPECTUS SUMMARY

Our Company

We are a Michigan corporation and a self-administered and self-managed real estate investment trust, or “REIT.” Our business is actually conducted by affiliated entities rather than Taubman Centers, Inc. itself or the named operating platform. The Taubman Realty Group Limited Partnership, or the “Operating Partnership” or “TRG,” is a majority-owned partnership subsidiary of Taubman Centers, Inc. that owns direct or indirect interests in all of our real estate properties. Taubman Centers, Inc.'s ownership in the Operating Partnership at December 26, 2012 consisted of a 70.3% managing general partnership interest, as well as Series J preferred equity interests.

We engage in the ownership, management, leasing, acquisition, disposition, development and expansion of regional and super-regional retail shopping centers and interests therein. Our owned portfolio as of December 26, 2012 included 24 urban and suburban shopping centers in 12 states. Taubman Properties Asia LLC and its subsidiaries, which is the platform for our expansion into China and South Korea, are headquartered in Hong Kong.

Our executive offices are located at 200 East Long Lake Road, Suite 300, Bloomfield Hills, MI 48304-2324 and our telephone number is (248) 258-6800.

If you want to find more information about us, please see the sections entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” in this prospectus.

The Offering

The following is a brief summary of certain terms of the offering.



Common stock offered	Up to 1,319,716 shares of our common stock may be offered from time to time by the selling shareholders.

Restrictions on ownership and transfer	To assist us in complying with certain federal income tax requirements applicable to REITs, among other purposes, our charter imposes certain restrictions on ownership and transfer of our common stock. See “Restrictions on Transfer and Ownership” in this prospectus.

Use of Proceeds	We will not receive any proceeds from the sale of the shares of our common stock covered by this prospectus.

Listing	Our common stock is listed on the New York Stock Exchange, or “NYSE,” under the symbol “TCO.”

Risk factors	Investing in our common stock involves risks. See “Risk Factors” beginning on page 5 of this prospectus and beginning on page 12 of our Annual Report on Form 10-K/A for the year ended December 31, 2011, which is incorporated by reference herein, to read about factors you should consider before buying our common stock.

For additional information regarding our common stock, see “Description of Securities Being Offered - Common Stock” in this prospectus. For a description of the U.S. federal income tax considerations reasonably anticipated to be material to prospective holders in connection with the purchase, ownership and disposition of our common stock, see “Material U.S. Federal Income Tax Consequences” in this prospectus.

Recent Developments

Acquisitions

In December 2012, we acquired the 49.9% noncontrolling interest of our partner in the consolidated joint venture that owns International Plaza for $275 million in cash. We also assumed an additional 49.9% beneficial interest in the $325 million

4.85% nonrecourse loan encumbering the center.

Also in December 2012, we announced the acquisition of an additional 25% beneficial interest in Waterside Shops for $77.5 million, representing $36.3 million of cash and an additional $41.3 million beneficial share of the 5.54% fixed-rate nonrecourse loan encumbering the center. The center is owned by an unconsolidated joint venture. The acquisition will bring our total beneficial interest in the center to 50%.

Disposition

In December, 2012, we also completed a sale of portions of our Taubman TCBL business for $15.5 million, an amount approximately equal to our investment in the business. The transaction remains subject to closing adjustments. We will maintain offices in Beijing and Shanghai and approximately 40 associates will be retained to develop our project in Xi'an, China and future investments in China. The business will operate under the name, Taubman Asia .

As part of the sale, the non-controlling owners in Taubman TCBL relinquished the capital that was credited to them in connection with our 2011 acquisition of the company, including their 10 percent ownership interests in investments in China. In addition to the third party contracts, the buyer will assume leases for all the offices except Beijing, employ the majority of the people and acquire the TCBL name, trademark and miscellaneous copyrights.

In connection with the sale, we expect to incur a tax liability of approximately $3.5 million, which will be recorded in the fourth quarter of 2012.

RISK FACTORS

Before investing in our securities, you should carefully consider the risks and uncertainties described below, as well as such information set forth elsewhere in this prospectus and any other information that is incorporated by reference herein, including the risks described in our reports we file with the Securities and Exchange Commission, or the “SEC,” under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are incorporated by reference herein, particularly under the heading “Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, 2011.

The market price of our common stock may fluctuate significantly.

The market price of our common stock may fluctuate significantly in response to many factors, including:


•	general market and economic conditions;


•	actual or anticipated variations in our operating results, funds from operations, cash flows, liquidity or distributions;


•	changes in our earnings estimates or those of analysts;


•	publication of research reports about us, the real estate industry generally or the regional mall industry, and recommendations by financial analysts with respect to us or other REITs;


•	adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;


•	the ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;


•	increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield;


•	changes in market valuations of similar companies;


•	adverse market reaction to any securities we may issue or additional debt we incur in the future;


•	additions or departures of key management personnel;


•	actions by institutional shareholders;


•	speculation in the press or investment community;


•	continuing high levels of volatility in the capital and credit markets; and


•	the realization of any of the other risk factors included in, or incorporated by reference to, this prospectus.

Many of the factors listed above are beyond our control. These factors may cause the market price of our common stock to decline, regardless of our financial performance and condition and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all.

Our shareholders may experience dilution if we issue additional common stock, or upon certain changes of control.

We are not restricted from issuing additional shares of our common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. Any additional future issuances of common stock will reduce the percentage of our common stock owned by investors purchasing shares in this offering who do not participate in future issuances. In most circumstances, shareholders will not be entitled to vote on whether or not we issue additional common stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our shareholders may experience dilution in both the book value and fair value of their shares. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after this offering or the perception that such

sales could occur, and this could materially and adversely affect our ability to raise capital through future offerings of equity or equity-related securities.

In addition, each holder of 6.500% Series J Cumulative Redeemable Preferred Stock, no par, $192.5 million liquidation preference (“ Series J preferred stock”) will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem the Series J preferred stock) to convert some or all of the Series J preferred stock upon the occurrence of a Change of Control (as defined in our Articles of Incorporation), on the change of control conversion date into a number of shares of our common stock per share of Series J preferred stock.

We may change the distribution policy for our common stock in the future.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred shares, the annual dividend requirements under the REIT provisions of the Internal Revenue Code, state law and such other factors as our board of directors deems relevant. Our actual dividend payable will be determined by our board of directors based upon the circumstances at the time of declaration. Any change in our dividend policy could have a material adverse effect on the market price of our common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our common stock covered by this prospectus. All proceeds from the disposition of the shares of common stock covered by this prospectus are solely for the accounts of the selling shareholders.

The selling shareholders will pay any broker or dealer discounts and commissions and any similar selling expenses, and expenses incurred by the selling shareholders for brokerage, accounting, tax or legal services, and any other expenses incurred by the selling shareholders in selling the shares of common stock. TRG will pay the costs, fees and expenses incurred in effecting the registration of the shares of common stock covered by this prospectus.

SELLING SHAREHOLDERS

On December 21, 2011, the Operating Partnership acquired The Mall at Green Hills in Nashville, Tennessee and The Gardens on El Paseo in Palm Desert, California from affiliates of Davis Street Properties, LLC. On December 27, 2011, the Operating Partnership acquired El Paseo Village in Palm Desert, California from affiliates of Davis Street Properties, LLC. The consideration for the combined acquisition included 1.3 million units of partnership interest in TRG, or “Units,” and Series B preferred stock. In accordance with the acquisition agreement with affiliates of Davis Street Properties, LLC (the “Davis Street Acquisition Agreement”), TRG agreed to cause certain affiliates of Davis Street Properties, LLC who acquired such Units (the “Davis Street Unit Holders”) to become designated offerees under the Company's Continuing Offer, entitling them to exchange their Units (and, in accordance with our Articles, the corresponding shares of Series B preferred stock) for shares of our common stock. The Continuing Offer was previously made available to certain other TRG partners. Under the Continuing Offer, one Unit is exchangeable for one share of our common stock. Upon a tender of Units, the corresponding shares of Series B preferred stock, if any, will automatically be converted into our common stock at a ratio of 14,000 shares of Series B preferred stock for one share of common stock. The Continuing Offer was made first effective for the Davis Street Unit Holders one year after the El Paseo Village acquisition, corresponding to the date of this prospectus. Prior to December 27, 2012, the Davis Street Unit Holders had the ability to put the Units back to the Company at the lesser of the current market price of our common stock or $55 per share; 1,900 Units and shares of Series B preferred stock were put back to us pursuant to such rights.

In accordance with the Davis Street Acquisition Agreement, we were required to register the shares of common stock that would be received by the Davis Street Unit Holders as a result of an exchange under the Continuing Offer for resale under the Securities Act. All of the shares of our common stock being offered under this prospectus may be sold by the selling shareholders named below. However, the registration of these shares does not necessarily mean the selling shareholders will exchange their Units and Series B preferred stock for our common stock under the Continuing Offer or subsequently offer or sell any of their shares under this prospectus or otherwise.

Except as set forth above, none of the selling shareholders has had a material relationship with us or any of our affiliates within the past three years, and none of the selling shareholders has held any position or office with us or any of our affiliates during such period.

The following table sets forth, to our knowledge based on information supplied to us by the selling shareholders, certain information regarding the selling shareholders' beneficial ownership of our common stock as of December 27, 2012. Unless otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers with respect to the securities listed below. Except as set forth below, the numbers shown in the table assume that each selling shareholder beneficially owns only those shares which the selling shareholder has the right to acquire under the Continuing Offer. The selling shareholders may sell, transfer or otherwise dispose of all or a portion of the Units, Series B preferred stock or our common stock after the date of this prospectus in a transaction that is not subject to this prospectus, subject to the terms and conditions of the TRG partnership agreement, our Articles and applicable law.

The Davis Street Unit Holders may transfer their Units, pursuant to the TRG partnership agreement, and shares of Series B preferred stock, pursuant to our Articles, under certain circumstances. We may file one or more supplemental prospectuses pursuant to Rule 424 under the Securities Act to set forth the required information regarding any additional selling shareholders.



Name of Selling Shareholder	Shares Owned Prior to the Offering		Number of Shares That May Be Offered Hereby(1)	Shares Owned After the Offering
Name of Selling Shareholder	Number	Percent of Class	Number of Shares That May Be Offered Hereby(1)	Number	Percent of Class
Alexander Perlmutter	7,757	*	7,757	─	*
Amy Z. Perlmutter Revocable Trust UAD 10/28/83(2)	142,800	*	142,800	─	*
ASA Commercial Properties LLC 401K Plan(3)	801	*	801	─	*
Barry Schlesinger Trust(4)	1,633	*	1,633	─	*
Bell Atlantic Master Trust(5)	115,198	*	113,858	1,340	*
Brett Mayer	816	*	816	─	*
Chelsie Petereit Living Trust (6)	6,835	*	6,835	─	*
Cheryl McArthur	147,232	*	147,232	─	*
Christopher M. Nolte	6,732	*	6,732	─	*
David Moon	507	*	507	─	*
Eydie Sternberg TTEE/Eydie Sternberg Living Trust(7)	334	*	334	─	*
Eric and Maryann Mayer Living Trust(8)	27,633	*	27,633	─	*
Gary Kaplan	12,019	*	12,019	─	*
Green Hills Partners (9)	21,903	*	21,903	─	*
H Group, LLC(10)	24,072	*	24,072	─	*
Harry Perlmutter	7,757	*	7,757	─	*
Highland Park Investment Company, LP(11)	18,924	*	18,924	─	*
Isen Revocable Trust(12)	12,347	*	12,347	─	*
James M. Bachner	816	*	816	─	*
Jerome J. Claeys III 1987 Children's Trust(13)	8,163	*	8,163	─	*
Jerry Claeys III	14,574	*	14,574	─	*
Jill Nolte Trust(14)	15,709	*	15,709	─	*
Joan Zavis	6,470	*	6,470	─	*
John Clement	816	*	816	─	*
Joseph Perlmutter	33,433	*	33,433	─	*
Karen Land	58,033	*	58,033	─	*
Kelly Jones	2,537	*	2,537	─	*
Kim Perlmutter	816	*	816	─	*
Lawrence Krasner	816	*	816	─	*
Lewis Ingall	4,212	*	4,212	─	*
Lois Richmond	439	*	439	─	*
Lori Wittman	1,271	*	1,271	─	*



Marguerite O'Brien	1,271	*	1,271	─	*
Mark Bartelstein Revocable Trust(15)	3,873	*	3,873	─	*
Mary K. Ludgin Living Trust(16)	816	*	816	─	*
Maury R. Tognarelli Revocable Trust(17)	9,765	*	9,765	─	*
Michael Radis	28,885	*	28,885	─	*
Morgan Stanley Smith Barney IRA Custodian FBO Jeffrey Annenberg(26)	801	*	801	─	*
Nathan Dorzweiler	1,574	*	1,574	─	*
Amended and Restated Norman Perlmutter Living Trust(18)	157,010	*	157,010	─	*
Norman Perlmutter HP Trust(19)	14,045	*	14,045	─	*
1975 Judd D. Malkin Life Insurance Trust-B(9)	155	*	155	─	*
M Partners-OOM(9)	7,617	*	7,617	─	*
Pearson Street Capital, L.L.C.(20)	38,758	*	38,758	─	*
Richard Metzner	47,020	*	47,020	─	*
Rick Smith	3,873	*	3,873	─	*
Robert Perlmutter(21)	32,588	*	32,588	─	*
Roger E Smith Trust(22)	3,235	*	3,235	─	*
Scott Taylor	11,951	*	11,951	─	*
Second Street Properties, LLC(23)	20,867	*	20,867	─	*
Sharon Vocino	1,021	*	1,021	─	*
Star Family Trust UAD 3/7/01(24)	951	*	951	─	*
Stephen Perlmutter	9,391	*	9,391	─	*
Steven Divito	20,280	*	20,280	─	*
Stuart Katz Revocable Trust(25)	4,868	*	4,868	─	*
TBM Investment Partners(26)	3,087	*	3,087	─	*
Terry Leipsig	24,539	*	24,539	─	*
Theresa Johnson	32,784	*	32,784	─	*
Third Street Properties, LP(27)	92,287	*	92,287	─	*
The Virgilio Bonifazi 2009 Declaration of Trust (28)	44,320	*	44,320	─	*

*Less than 1%

____________

(1) The number of shares shown only reflects shares of common stock which have been, or will be issued, to the selling shareholders in exchange for Units and shares of Series B Preferred Stock under the Continuing Offer. No shares of common stock acquired in the open market are being offered under this prospectus.

Upon a tender of Units, the corresponding shares of Series B preferred stock, if any, will automatically be converted into our common stock at a ratio of 14,000 shares of Series B preferred stock for one share of common stock, with the holder to receive cash for any fractional amounts remaining after such exchange. If there are transfers of the Series B preferred stock prior to resale hereunder, there may be up to an additional 18 shares of common stock received upon such exchange and that may be sold hereunder; we have registered such additional shares in the registration statement, of which this prospectus is a part.

(2) Voting and dispositive power held by Amy Perlmutter, as trustee.

(3) Voting and dispositive power held by Mitch Greenberg.

(4) Voting and dispositive power held by Barry Schlesinger, as trustee.

(5) Voting and dispositive power held by The Bank of New York Mellon, as trustee.

(6) Voting and dispositive power held by Chelsie Petereit and Scott Petereit, as trustees.

(7) Voting and dispositive power held by Eydie Sternberg, as trustee.

(8) Voting and dispositive power held by Maryann Mayer, as trustee.

(9) Voting and dispositive power for 1975 Judd D. Malkin Life Insurance Trust-B held by Judd D. Malkin, Randi Steinberger, Stephen J. Malkin and Barry A. Malkin, as trustees. Voting and dispositive power for Green Hills Partners and M Partners-OOM held by Judd D. Malkin, Randi Steinberger, Stephen J. Malkin and Barry A. Malkin, as trustees of 1975 Judd D.

Malkin Life Insurance Trust-B, which is managing general partner of such entities.

(10) Voting and dispositive power held by Norman Perlmutter, as manager.

(11) Voting and dispositive power held by Robert Perlmutter, as general partner.

(12) Voting and dispositive power held by Stuart Isen and Simone Isen, as trustees.

(13) Voting and dispositive power held by Barbara L. Claeys, as trustee.

(14) Voting and dispositive power held by Jill Nolte, as trustee.

(15) Voting and dispositive power held by Mark Bartelstein, as trustee.

(16) Voting and dispositive power held by Mary K Ludgin and Mark P. Donovan, as trustees.

(17) Voting and dispositive power held by Maury R. Tognarelli, as trustee.

(18) Voting and dispositive power held by Norman Perlmutter, as trustee.

(19) Voting and dispositive power held by Robert Perlmutter, as trustee.

(20) Voting and dispositive power held by Miles Berger, as manager.

(21) Excludes beneficial ownership of shares specified in footnotes 11, 19, 23 and 27, so there is no duplication.

(22) Voting and dispositive power held by Roger E. Smith, as trustee.

(23) Voting and dispositive power held by Robert Perlmutter, as manager.

(24) Voting and dispositive power held by Todd Star and Anne Star, as trustees.

(25) Voting and dispositive power held by Stuart Katz, as trustee.

(26) Voting and dispositive power of TBM Investment Partners held by Jeffrey Annenberg, Wayne Pollack and Alan Yonack, as general partners. See also Morgan Stanley Smith Barney IRA Custodian FBO Jeffrey Annenberg for additional voting and dispositive power held by Jeffrey Annenberg.

(27) Voting and dispositive power held by Robert Perlmutter, as President, Secretary, Treasurer and sole Director of E. Street, Inc., the general partner of Third Street Properties, LP. All Units and Series B Preferred Stock are pledged, and all shares of common stock to be received upon exchange under the Continuing Offer are also pledged, to The PrivateBank and Trust Company.

(28) Voting and dispositive power held by Virgil Bonifazi, as trustee.

DESCRIPTION OF SECURITIES BEING OFFERED

Authorized Stock

The Restated Articles of Incorporation of Taubman Centers, Inc. as in effect on the date of this prospectus, or the “Articles,” authorize the issuance of up to 500 million shares of our capital stock, including 250 million shares of common stock and 250 million shares of preferred stock. As of December 26, 2012, the outstanding shares of our capital stock were as follows:


•	62,233,095 shares of common stock, $0.01 par value;


•	26,242,661 shares of Series B preferred stock, $0.001 par value; and


•	7,700,000 shares of Series J preferred stock, no par.

In addition, as of December 26, 2012, 4,939,678 shares of our common stock were subject to issuance in exchange for outstanding Units and, in the case of the selling shareholders, the Series B preferred stock, in each case pursuant to the Continuing Offer made to certain partners in the Operating Partnership. This amount excludes the 1,319,716 shares that, as of December 27, 2012, are subject to issuance under the Continuing Offer. Further, as of December 26, 2012, there were 1,577,233 shares of common stock underlying options, restricted stock units and performance share units outstanding that were granted to employees under our equity incentive plans, 79,877 shares of common stock underlying restricted stock units under the non-employee directors' deferred compensation plan, and 871,262 shares of common stock to be exchanged for unissued

partnership units of the Operating Partnership in accordance with a unit option deferral election.

Upon the occurrence of a Change of Control (as defined in our Articles of Incorporation relating to the Series J preferred stock), each holder of Series J preferred stock will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem the Series J preferred stock) to convert some or all of the Series J preferred stock held by such holder on the change of control conversion date into a number of shares of our common stock per share of Series J preferred stock.

The authorized shares of our common stock and preferred stock in excess of those presently outstanding or specifically reserved are available for issuance at such times and for such purposes as our board of directors may deem advisable without further action by our shareholders, except as may be required by applicable laws or regulations, including stock exchange rules. These purposes may include stock dividends, stock splits, retirement of indebtedness, employee benefit programs, corporate business combinations, acquisitions of property or other corporate purposes. The excess authorized shares are available for issuance subject to our Articles and as may be necessary to preserve our qualification as a REIT under applicable tax laws. Because the holders of our common stock do not have preemptive rights, the issuance of common stock, other than on a pro rata basis to all current shareholders, would reduce the current shareholders' proportionate interests. In any such event, however, share-holders wishing to maintain their interests may be able to do so through normal market purchases. Any future issuance of our common stock will be subject to the rights of holders of outstanding shares of our existing series of preferred stock and of any shares of preferred stock we may issue in the future.

Common Stock

Subject to any preferential rights granted to any existing or future series of preferred stock, all shares of common stock have equal right to dividends payable to common shareholders as declared by our board of directors and in net assets available for distribution to common shareholders on our liquidation, dissolution, or winding up. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of the shareholders. Holders of our common stock do not have cumulative voting rights in the election of directors. All issued and outstanding shares of our common stock are validly issued, fully paid and nonassessable. Holders of our common stock do not have preference, conversion, exchange or preemptive rights.

In addition to the holders of our common stock, the holders of our Series B Preferred Stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. The holders of Series B Preferred Stock (voting as a separate class) are entitled to nominate up to four individuals for election to our board of directors. The number of individuals the holders of Series B Preferred Stock may nominate in any given year is reduced by the number of directors nominated by such holders in prior years whose terms are not expiring.

Currently, a majority of the outstanding shares of common stock and Series B Preferred Stock, or the “Voting Stock,” is required for a quorum. Any action regarding shareholder approval (other than the election of directors) will be approved, upon the affirmative vote of holders of two-thirds of the outstanding shares of Voting Stock. Directors are elected by a plurality of the votes cast.

Our common stock is listed on the NYSE under the ticker symbol “TCO.” The registrar and transfer agent for our common stock is Computershare Shareowner Services.

Preferred Stock

General. We are authorized to issue up to 250,000,000 shares of preferred stock, of which 26,242,661 shares and 7,700,000 shares have been designated and issued as Series B preferred stock and Series J preferred stock, respectively as of December 26, 2012. The Articles authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the preferences, rights (including voting and conversion rights), and other terms of such series. We believe that the ability of our board of directors to issue one or more series of preferred stock provides us with increased flexibility in meeting corporate needs.

Existing Series. The Series J preferred stock has no stated maturity, sinking fund, or mandatory redemption requirements and generally is not convertible into any other security of ours except upon certain changes of control. The Series J preferred stock will be redeemable by us at par, $25 per share, plus accrued dividends, generally beginning in August 2017. We own corresponding Series J preferred equity interests in the Operating Partnership that entitle us to income and distributions (in the form of guaranteed payments) in amounts equal to the dividends payable on the Series J preferred stock. The Series J preferred stock is generally non-voting. The Series J preferred stock is listed on the NYSE under the ticker symbol “TCO Pr J.”

See “- Common Stock” above for information regarding the voting rights of holders of the Series B preferred stock.

IMPORTANT PROVISIONS OF OUR GOVERNING DOCUMENTS AND MICHIGAN LAW

Limited Partnership Agreement

The limited partnership agreement of the Operating Partnership contains a consent requirement that limits the possibility that we will be acquired or undergo a change in control, even if some of our shareholders believe that a change would be in our and their best interests. Specifically, the partnership agreement provides that for so long as Mr. A. Alfred Taubman, his affiliates or any member of Mr. Taubman's immediate family own, individually or collectively, five percent or more of the percentage interests in the Operating Partnership, then without the prior written consent of a majority in interest of the percentage interests held by the partners other than us, the Operating Partnership may not:


•	sell, exchange, or otherwise dispose (including the encumbering) of all or substantially all of the Operating Partnership's assets, or any property described on Schedule B to the limited partnership agreement;


•	merge (including by way of a triangular merger), consolidate, or otherwise combine with another person or entity or convert (through a tax election or otherwise) into another form of entity for legal or tax purposes;

•

issue additional partnership interests to any person or entity (including a partner in the Operating Partnership other than to us pursuant to (x) the terms of the Parity Preferred Equity, if any, or the terms of the Preferred Equity) such that such person or entity together with any of such person's or entity's affiliates would own a percentage interest in the Operating Partnership in excess of five percent;


•	place the Operating Partnership into bankruptcy;


•	recapitalize the Operating Partnership; or


•	dissolve the Operating Partnership.

Michigan Law and Certain Articles and Bylaw Provisions

Various provisions of the Michigan Business Corporation Act, or “MBCA,” our Articles and our Restated Bylaws as in effect on the date of this prospectus, or the “Bylaws,” could have the effect of inhibiting a change in control or of discouraging, delaying or preventing a third party from accumulating a large block of our stock, engaging in a tender offer and making offers to acquire us, all of which could adversely affect our shareholders' ability to receive a premium for their shares in connection with such a transaction. Such provisions noted below are intended to encourage persons seeking to acquire control of us to negotiate first with our board of directors and to discourage certain types of coercive takeover practices and inadequate takeover bids. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging takeover proposals because, among other things, negotiation of takeover proposals might result in an improvement of their terms. The following paragraphs summarize applicable provisions of the MBCA, our Articles and our Bylaws; for a complete description, we refer you to the MBCA, as well as our Articles and our Bylaws which we have incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

Ownership Limit

In addition to customary anti-takeover provisions, as detailed below, our Articles contain REIT-specific restrictions on the ownership and transfer of our capital stock which also serve similar anti-takeover purposes. See “Restrictions on Transfer and Ownership” below.

Supermajority Voting; Amendment of Articles of Incorporation and Bylaws

Our Articles generally require any action requiring shareholder approval, including the amendment of the Articles and Bylaws, to be approved upon the affirmative vote of holders of two-thirds of the outstanding shares of capital stock entitled to vote on such matter. Directors are elected by a plurality vote.

A majority of our board of directors may amend our Bylaws at any time, except as limited by statute and except for a bylaw that is adopted by the shareholders and that, by its terms, provides that it can be amended only by the shareholders. A majority of our board of directors may also issue series of preferred stock without shareholder approval; see “- Blank Check Preferred Stock” below.

Based on information contained in filings made with the SEC, as of December 26, 2012, A. Alfred Taubman and the members of his family have the power to vote approximately 29% of the outstanding shares of our common stock and our Series B preferred stock, considered together as a single class, and approximately 92% of our outstanding Series B preferred stock. These persons disclaim “group” status under section 13(d) of the Exchange Act. Our shares of common stock and our Series B preferred stock vote together as a single class on all matters generally submitted to a vote of our shareholders, and the holders of the Series B preferred stock have certain rights to nominate up to four individuals for election to our board of directors and other class voting rights. Mr. Taubman's sons, Robert S. Taubman and William S. Taubman, serve as our Chairman of the Board, President and Chief Executive Officer, and our Chief Operating Officer, respectively. These individuals occupy the same positions with The Taubman Company, our manager. As a result, Mr. A. Alfred Taubman and the members of his family may exercise significant influence with respect to the election of our board of directors, the outcome of any corporate transaction or other matter submitted to our shareholders for approval, including any merger, consolidation or sale of all or substantially all of our assets. In addition, because our Articles impose a limitation on the ownership of our outstanding capital stock by any person and such ownership limitation may not be changed without the affirmative vote of holders owning not less than two-thirds of the outstanding shares of capital stock entitled to vote on such matter, Mr. A. Alfred Taubman and the members of his family, as a practical matter, have the power to prevent a change in control of us.

Advance Notice Requirements

Our Bylaws set forth advance notice procedures with regard to the nomination of candidates for election as directors or the proposal of other business to be presented at meetings of shareholders. These procedures provide that notice of such shareholder proposals must be timely, reflect a proper matter for shareholder action and comply with various disclosure obligations. The advance notice requirements may have the effect of precluding the consideration of certain business at a meeting if the notice procedures are not properly followed.

Number of Directors; Classified Board Of Directors

Our Articles provide that the number of our directors will be fixed by our Bylaws. Our Bylaws currently provide for our board of directors to establish from time to time the size of our board of directors, however, the size cannot be reduced except upon the expiration of the term of one or more directors or the death, resignation or removal of a director. Currently our board of directors comprises nine directors serving three-year staggered terms.

Since our initial public offering in 1992, our Bylaws have provided that the board of directors be divided into three classes, with each class constituting approximately one-third of the total number of directors, and directors elected to three-year staggered terms. Subject to the right of holders of any series of preferred stock to elect directors, shareholders elect one class constituting approximately one-third of the board of directors for a three-year term at each annual meeting of shareholders. Staggering the terms of directors makes it more difficult for a potential acquirer to seize control of a target company through a proxy contest, even if the acquirer controls a majority of our stock, because only one-third of the directors stand for election in any one year.

Removal of Directors

Shareholders may remove directors, with or without cause, upon the affirmative vote of two-thirds of the outstanding shares of capital stock entitled to vote. This provision may restrict the ability of a third party to remove incumbent directors and simultaneously gain control of the board of directors by filling the vacancies created by removal with its own nominees.

Blank Check Preferred Stock

As noted above, our board of directors has the authority under our Articles to issue preferred stock with rights superior to the rights of the holders of common stock without shareholder approval. Our preferred stock could be deemed to have an anti-takeover effect in that, if a hostile takeover situation should arise, shares of preferred stock could be issued to purchasers sympathetic with our management or others in such a way as to render more difficult or to discourage a merger, tender offer, proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management.

The effects of the issuance of the preferred stock on the holders of our common stock could include:


•	reduction of the amount otherwise available for payments of dividends on common stock if dividends are payable on the series of preferred stock;


•	restrictions on dividends on our common stock if dividends on the series of preferred stock are in arrears;


•	dilution of the voting power of our common stock if the series of preferred stock has voting rights, including a possible “veto” power;


•	dilution of the equity interest of holders of our common stock if the series of preferred stock is convertible, and is converted, into our common stock; and


•	restrictions on the rights of holders of our common stock to share in our assets upon liquidation until satisfaction of any liquidation preference granted to the holders of the series of preferred stock.

Business Combination Act

Chapter 7A of the MBCA may affect an attempt to acquire control of us. In general, under Chapter 7A, “business combinations” (defined to include, among other transactions, certain mergers, dispositions of assets or shares and recapitalizations) between covered Michigan business corporations or their subsidiaries and an “interested shareholder” (defined as the direct or indirect beneficial owner of at least 10 percent of the voting power of a covered corporation's outstanding shares) can be consummated only if there is an advisory statement by the board of directors and the combination is approved by at least 90 percent of the votes of each class of the corporation's shares entitled to vote and by at least two-thirds of such voting shares not held by the interested shareholder or affiliates, unless five years have elapsed after the person involved became an “interested shareholder” and unless certain price and other conditions are satisfied. The board of directors has the power to elect to be subject to Chapter 7A as to specifically identified or unidentified interested shareholders.

RESTRICTIONS ON TRANSFER AND OWNERSHIP

Our board of directors believes it is essential for us to continue to qualify as a REIT. Our Articles contain restrictions on the ownership and transfer of our capital stock, which are intended to assist us in complying with the REIT ownership requirements. Specifically, for us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the “Code,” not more than 50% in value of our outstanding stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year, and our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year.

Under the Articles, in general, no shareholder may own more than 8.23% (the “General Ownership Limit”) in value of the our “Capital Stock” (which term refers to the common stock, preferred stock and Excess Stock, as defined below). The Articles specifically permit two pension trusts to each own 9.9% in value of our Capital Stock and a third pension trust to own 13.74% in value of our Capital Stock (collectively, the “Existing Holder Limit”). In addition, the board of directors has the authority to allow a “look through entity” to own up to 9.9% in value of the Capital Stock (the “Look Through Entity Limit”), provided that after application of certain constructive ownership rules under the Code and rules defining beneficial ownership under the MBCA, no person would constructively or beneficially own more than the General Ownership Limit. A look through entity is an entity (other than a qualified trust under Section 401(a) of the Code, certain other tax-exempt entities described in the Articles, or an entity that owns 10% or more of the equity of any tenant from which we or TRG directly or indirectly receives or accrues rent from real property) whose beneficial owners, rather than the entity, would be treated as owning the capital stock owned by such entity. Changes in the ownership limits cannot be made by our board of directors and would require an amendment to our Articles. Amendments to the Articles require the affirmative vote of holders owning not less than two-thirds of the outstanding shares of capital stock entitled to vote on such matter.

The Articles provide that if the transfer of any shares of Capital Stock or a change in our capital structure would cause any person (the “Purported Transferee”) to own Capital Stock in excess of the General Ownership Limit, the Look Through Entity Limit, or the applicable Existing Holder Limit, then the transfer is to be treated as invalid from the outset, and the shares in excess of the applicable ownership limit automatically acquire the status of “Excess Stock.” A Purported Transferee of Excess Stock acquires no rights to shares of Excess Stock. Rather, all rights associated with the ownership of those shares (with the exception of the right to be reimbursed for the original purchase price of those shares) immediately vest in one or more charitable organizations designated from time to time by the board of directors (each, a “Designated Charity”). An agent designated from time to time by the board of directors (each, a “Designated Agent”) will act as attorney-in-fact for the Designated Charity to vote the shares of Excess Stock, take delivery of the certificates evidencing the shares that have become Excess Stock, and receive any distributions paid to the Purported Transferee with respect to those shares. The Designated Agent will sell the Excess Stock, and any increase in value of the Excess Stock between the date it became Excess Stock and the date of sale will inure to the benefit of the Designated Charity. A Purported Transferee must notify us of any transfer resulting in shares converting into Excess Stock, as well as such other information regarding such person's ownership of the capital stock as

we request.

Under the Articles, only the Designated Agent has the right to vote shares of Excess Stock; however, the Articles also provide that votes cast with respect to certain irreversible corporate actions ( e.g. , a merger or sale of us) will not be invalidated if erroneously voted by the Purported Transferee. The Articles also provide that a director is deemed to be a director for all purposes, notwithstanding a Purported Transferee's unauthorized exercise of voting rights with respect to shares of Excess Stock in connection with such director's election.

The General Ownership Limit will not be automatically removed even if the REIT provisions are changed so as to no longer contain any ownership concentration limitation or if the concentration limitation is increased. Therefore, in addition to preserving our status as a REIT, the General Ownership Limit limits any person from acquiring control of us.

PLAN OF DISTRIBUTION

The selling shareholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at varying prices determined at the time of sale, at prevailing market prices at the time of sale or at negotiated prices.

The selling shareholders will be responsible for any commissions or discounts, and similar selling expenses, due to brokers or dealers. Brokers or dealers participating in any sale of common stock offered by the selling shareholders may act either as principals or agents, may use block trades to position and resell the shares and may be deemed “underwriters” under the Securities Act (and therefore any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act). The selling shareholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may, subject to the transfer restrictions, offer and sell the shares of common stock from time to time under this prospectus after we have filed a post-effective amendment to the registration statement, of which this prospectus forms a part, or a prospectus supplement under applicable provisions of the Securities Act supplementing or amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

The selling shareholders also may transfer or donate the shares of common stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may, subject to the transfer restrictions, sell the shares of common stock from time to time under this prospectus after we have filed a post-effective amendment to the registration statement, of which this prospectus forms a part, or a prospectus supplement under applicable provisions of the Securities Act supplementing or amending the list of selling shareholders to include the pledgee, donee, transferee or other successors in interest as selling shareholders under this prospectus.

We are required to pay certain fees and expenses incident to the registration of the shares of common stock. See "Use of Proceeds." We have also agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, relating to the registration statement and prospectus and any supplements or amendments thereof.

If the selling shareholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

We have agreed with the selling shareholders to use our best efforts to keep the registration statement, of which this prospectus constitutes a part, effective until the sale of all shares registered in the registration statement, of which this prospectus is a part. There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling shareholders. These rules may limit the timing of purchases and sales of the shares by the selling shareholders.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax consequences and considerations relating to the acquisition, ownership and disposition of our common shares. For purposes of this discussion under the heading “Material U.S. Federal Income Tax Consequences,” the terms “the Company,” “our Company,” “we,” “our” and “us” refer solely to Taubman Centers, Inc., except where the context indicates otherwise.

As you review this discussion, you should keep in mind that:


•	the tax consequences to you may vary depending on your particular tax situation;


•	special rules that are not discussed below may apply to you if, for example, you are a tax-exempt organization, a broker-dealer, a non-U.S. person, a trust, an estate, a regulated investment company, a financial institution, an insurance company, or otherwise subject to special tax treatment under the Internal Revenue Code (the “Code”);


•	certain U.S. expatriates, including certain individuals who have lost U.S. citizenship and “long-term residents” (within the meaning of Section 877(e)(2) of the Code) who have ceased to be lawful permanent residents of the United States, are subject to special rules;


•	if a partnership, including for this purpose any entity treated as a partnership for U.S. federal income tax purposes, holds common shares issued by us, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership;


•	this summary does not address state, local or non-U.S. tax considerations;


•	this summary deals only with our shareholders who hold their shares as “capital assets,” within the meaning of Section 1221 of the Code; and


•	this discussion is not intended to be and should not be construed as tax advice.

YOU ARE URGED BOTH TO REVIEW THE FOLLOWING DISCUSSION AND TO CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE EFFECT OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES ON YOUR INDIVIDUALTAX SITUATION, INCLUDING ANY STATE, LOCAL OR NON-U.S. TAX CONSEQUENCES. This discussion is based on current provisions of the Code, existing, temporary and proposed Treasury Regulations under the Code, the legislative history of the Code, existing administrative rulings and practices of the Internal Revenue Service (“IRS”), including its practices and policies as endorsed in private letter rulings, which are not binding on the IRS, and judicial decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law. Any change could apply retroactively. It is also possible that the IRS could challenge the statements in this discussion and that a court could agree with the IRS.

Taxation of Taubman Centers, Inc.

General

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code. We believe we have been organized and have operated in a manner that allows us to qualify for taxation as a REIT under the Code. We intend to continue to operate in this manner. Nonetheless, our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis (through actual operating results, distribution levels, diversity of stock ownership, composition of assets and sources of income) the various qualification tests imposed under the Code. Accordingly, there is no assurance that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

We have received an opinion from Honigman Miller Schwartz and Cohn LLP, our tax counsel, to the effect that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, effective for each of our taxable years that ended on December 31, 2008 through December 31, 2011, and our past, current and proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT for our taxable year ending December 31, 2012 and thereafter. A copy of this opinion is filed as an exhibit to the registration statement of which this prospectus is a part. It must be emphasized that the opinion of Honigman Miller Schwartz and Cohn LLP is based on various assumptions relating to our organization and operation that we believe are correct, and is conditioned upon representations and covenants made by our management regarding our assets and the past, present, and future conduct of our business operations. While we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances,

no assurance can be given by Honigman Miller Schwartz and Cohn LLP or by us that we will so qualify for any particular year. The opinion was expressed as of the date issued and will not cover subsequent periods. Honigman Miller Schwartz and Cohn LLP will have no obligation to advise us or the holders of our common shares of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS or any court, and no assurance can be given that the IRS will not challenge, or a court will not rule contrary to, the conclusions set forth in such opinions.

Our qualification and taxation as a REIT depend on our ability to meet on a continuing basis, through actual operating results, distribution levels, diversity of stock ownership, composition of assets and sources of income, various qualification requirements imposed on REITs by the Code, our compliance with which has been monitored by us but has not been, and will not be, reviewed by Honigman Miller Schwartz and Cohn LLP. In addition, our ability to qualify as a REIT depends in part on the operating results, organizational structure and entity classification for federal income tax purposes of certain of our affiliated entities, which may not have been reviewed by Honigman Miller Schwartz and Cohn LLP. Accordingly, no assurance can be given that the actual results of our operations for any taxable year satisfy or will satisfy such requirements for qualification and taxation as a REIT.

The sections of the Code that relate to the qualification and operation as a REIT are highly technical and complex. The following discussion sets forth the material aspects of the sections of the Code that govern the federal income tax treatment of a REIT and its shareholders. This summary is qualified in its entirety by the applicable Code provisions, relevant rules and regulations promulgated under the Code, and administrative and judicial interpretations of the Code.

If we qualify for taxation as a REIT, we generally will not be subject to federal corporate income taxes on our net income that is currently distributed to our shareholders. This treatment substantially eliminates the “double taxation” (once at the corporate level when earned and once again at the shareholder level when distributed) that generally applies to the net income of a corporation. Shareholders generally will be subject to taxation on dividends (other than capital gain dividends and “qualified dividend income”) at rates applicable to ordinary income instead of lower capital gain rates. Regular corporations (non-REIT “C” corporations) generally are subject to federal corporate income taxation on their income, and shareholders of regular corporations are subject to tax on any dividends that are received. Currently, shareholders of regular corporations who are taxed at individual rates generally are taxed on dividends they receive at capital gain rates which are lower for individuals than ordinary income rates, and shareholders of regular corporations who are taxed at regular corporate rates will receive the benefit of a dividends received deduction that substantially reduces the effective rate that they pay on such dividends. Income earned by a REIT and distributed currently to its shareholders will be subject to lower aggregate rates of federal income taxation than if such income were earned by a regular corporation subject to tax at regular corporate rates and taxed again on distribution.

While we generally will not be subject to corporate income taxes on income we distribute currently to shareholders, we will be subject to federal income tax as follows:


•	First, we will be taxed at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains.


•	Second, we may be subject to the “alternative minimum tax” on our items of tax preference, and, in computing “alternative minimum taxable income” subject to such tax, deductions for net operating losses carried from any other year(s) would be limited.

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Third, if we have (a) net income from the sale or other disposition of “foreclosure property” (defined generally as property we acquire through foreclosure or after a default on a loan secured by the property or a lease of the property) that is held primarily for sale to customers in the ordinary course of business or (b) other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on this income.


•	Fourth, we will be subject to a 100% tax on any net income from “prohibited transactions” (which are, in general, certain sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property).

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Fifth, if we should fail to satisfy the 75% gross income test or the 95% gross income test discussed below, due to reasonable cause and not due to willful neglect, and we nonetheless maintain our REIT qualification as a result of specified cure provisions, we will be subject to a 100% tax on an amount equal to (1) the greater of (a) the amount by which we fail the 75% gross income test and (b) the amount by which we fail the 95% gross income test, multiplied, in each case, by (2) a fraction intended to reflect our profitability.

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Sixth, if we should fail to satisfy the asset tests (other than a de minimis failure of the 5% and 10% asset tests) described below, due to reasonable cause and not due to willful neglect, and we nonetheless maintain our REIT qualification as a result of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate (currently 35%) multiplied by the net income generated by the nonqualifying assets that caused us to fail such test.


•	Seventh, if we fail to satisfy any requirement of the Code for qualifying as a REIT, other than a failure to satisfy the gross income tests or asset tests, and the failure is due to reasonable cause and not due to willful neglect, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure.

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Eighth, if we fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for the year, and (3) any undistributed taxable income from prior periods, then we will be subject to a 4% excise tax on the excess of such sum over the amounts actually distributed plus retained amounts on which income tax is paid at the corporate level.

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Ninth, if we acquire any asset from a corporation that is or has been a “C” corporation (i.e., generally a corporation subject to full corporate-level tax) in a transaction in which the basis of the asset in our hands is determined by reference to the basis of the asset in the hands of the “C” corporation, and we subsequently recognize gain on the disposition of the asset during the 10-year period beginning on the date that we acquired the asset, then we will be subject to tax, pursuant to guidelines issued by the IRS, at the highest regular corporate tax rate on this gain to the extent of the built-in gain (i.e., the excess of (a) the fair market value of the asset over (b) our adjusted basis in the asset, each determined as of the date we acquired the asset).


•	Tenth, we will be subject to a 100% penalty tax on some payments we receive from (or on certain expenses deducted by) a taxable REIT subsidiary if arrangements among us, our tenants, and our taxable REIT subsidiaries are not comparable to similar arrangements among unrelated parties.


•	Eleventh, we may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet certain record keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT's shareholders.


•	Twelfth, certain of our subsidiaries are corporations, and their earnings are subject to corporate income tax.

Requirements for Qualification as a REIT - General

The Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors;

(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership;

(3) that would be taxable as a domestic “C” corporation but for Sections 856 through 860 of the Code;

(4) that is neither a financial institution nor an insurance company within the meaning of certain provisions of the Code;

(5) that is beneficially owned by 100 or more persons;

(6) not more than 50% in value of the outstanding stock of which during the last half of each taxable year is owned, actually or constructively, by five or fewer individuals, as defined in the Code to include the entities set forth in Section 542(a)(2) of the Code; and

(7) that meets certain other tests, described below, regarding the nature of its income and assets and the amount of its distributions.

The Code provides that conditions (1) through (4) must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of twelve months, or during a proportionate part of a taxable year of less than twelve months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a REIT. For purposes of condition (6), pension funds and some other tax-exempt entities are treated as individuals, subject to a

“look-through” exception in the case of pension funds.

We believe that we have satisfied each of these conditions. In addition, our articles of incorporation provide for restrictions regarding transfer of our shares of capital stock, and our Continuing Offer to certain partners of The Taubman Realty Group Limited Partnership (“TRG”) to exchange shares of our common stock for their units of partnership interest in TRG includes certain restrictions on who is entitled to exercise these rights. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in (5) and (6) above. If we were to fail to satisfy these share ownership requirements, we would not meet the requirements for qualification as a REIT. If, however, we comply with the rules contained in applicable Treasury Regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we will be treated as having met this requirement.

In addition, a corporation may not elect to become a REIT unless its taxable year is the calendar year. We have and intend to continue to have a calendar taxable year.

In the case of a REIT that is a partner in a partnership or a member of a limited liability company that is classified as a partnership for federal income tax purposes, IRS regulations provide that the REIT will be deemed to own its proportionate share (based on its capital interest in the partnership or limited liability company) of the assets of the partnership or limited liability company (as the case may be), and the REIT will be entitled to the income of the partnership or limited liability company (as the case may be) attributable to such share. The character of the assets and gross income of the partnership or limited liability company (as the case may be) retains the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests described below. Accordingly, our proportionate share of the assets, liabilities and items of income of TRG, including TRG's proportionate share of the assets, liabilities, and items of income of The Taubman Company LLC (the “Manager”) and the shopping center joint ventures (provided that the joint ventures are not taxable as corporations for federal income tax purposes) is treated as our assets, liabilities and items of income for purposes of applying the requirements described herein (including the income and asset tests described below). Commencing with our taxable year beginning January 1, 2005, one exception to the rule described above is that for purposes of determining whether a REIT owns more than 10% of the total value of the securities of any issuer, a REIT's proportionate share of the securities held by a partnership is not based solely on the REIT's capital interest in the partnership but may also include the REIT's interest (as a creditor) in certain debt securities of the partnership held by the REIT (excluding certain debt securities that are not otherwise taken into account in applying the 10% of total value test described below). See “- Asset Tests,” below.

Income Tests

We must satisfy two gross income requirements annually to maintain our qualification as a REIT. First, each taxable year we must derive directly or indirectly at least 75% of our gross income (excluding gross income from prohibited transactions) from investments relating to real property or mortgages on real property (including “rents from real property” and mortgage interest) or from certain types of temporary investments. Second, each taxable year we must derive at least 95% of our gross income (excluding gross income from prohibited transactions) from these real property investments, dividends, interest and gain from the sale or disposition of stock or securities (or from any combination of the foregoing). The term “interest” generally does not include any amount received or accrued (directly or indirectly) if the determination of the amount depends in whole or in part on the income or profits of any person. Nevertheless, an amount received or accrued generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage or percentages of receipts or sales.

From time to time, we enter into transactions, such as interest rate swaps, that hedge our risk with respect to one or more of our assets or liabilities. Any income we derive from “hedging transactions” entered into prior to July 31, 2008, will be nonqualifying income for purposes of the 75% gross income test. Income from “hedging transactions” that are clearly identified in the manner specified by the Code will not constitute gross income, and will not be counted, for purposes of the 75% gross income test if entered into by us on or after July 31, 2008, and will not constitute gross income, and will not be counted, for purposes of the 95% gross income test if entered into by us on or after January 1, 2005. The term “hedging transaction,” as used above, generally means any transaction into which we enter in the normal course of our business primarily to manage risk of interest rate changes or fluctuations with respect to borrowings made or to be made by us in order to acquire or carry real estate assets. We have structured our hedging activities, and intend to structure our hedging activities, in a manner that does not jeopardize our status as a REIT.

Rents we receive will qualify as “rents from real property” in satisfying the gross income requirements for a REIT described above only if the following conditions are met:


•	First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales;

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Second, amounts received from a tenant generally will not qualify as rents from real property in satisfying the gross income tests if the REIT directly, indirectly, or constructively owns (1) in the case of a tenant that is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of shares of all classes of stock of such tenant, or (2) in the case of a tenant that is not a corporation, an interest of 10% or more in the assets or net profits of such tenant (a “related-party tenant”). Rents that we receive from a related-party tenant that is also a taxable REIT subsidiary of ours, however, will not be excluded from the definition of “rents from real property” if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are substantially comparable to rents paid by our other tenants for comparable space. Whether rents paid by our taxable REIT subsidiaries are substantially comparable to rents paid by our other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, or modified, if such modification increases the rents due under such lease. Notwithstanding the foregoing, however, if a lease with a “controlled” taxable REIT subsidiary is modified and the modification results in an increase in the rents payable by the taxable REIT subsidiary, any such increase will not qualify as rents from real property. For purposes of this rule, a “controlled” taxable REIT subsidiary is a taxable REIT subsidiary in which we own stock possessing more than 50% of the voting power or more than 50% of the total value;


•	Third, if rent attributable to personal property, leased in connection with a lease of real property, is greater than 15% of the total rent received under the lease, then the portion of rent attributable to personal property will not qualify as “rents from real property;” and

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Fourth, for rents to qualify as “rents from real property,” the REIT generally must not operate or manage the property or furnish or render services to the tenants of the property (subject to a 1% de minimis exception), other than through either an independent contractor from whom the REIT derives no revenue or a taxable REIT subsidiary. The REIT may, however, directly perform certain services that are “usually or customarily rendered” in connection with the rental of space for occupancy only or are not considered primarily “for the convenience of the occupant” of the property.

Substantially all of our income is derived from our partnership interest in TRG. Currently, TRG's real estate investments give rise to income that enables us to satisfy all of the income tests described above. TRG's income is largely derived from its interests in the shopping centers. This income generally qualifies as “rents from real property” for purposes of the 75% and the 95% gross income tests. TRG also derives income from its membership interest in the Manager and, to the extent dividends are paid by our taxable REIT subsidiaries, from TRG's interest in them.

We believe that neither TRG nor any of the entities that own our shopping centers generally charge rent that is based in whole or in part on the income or profits of any person (except by reason of being based on a fixed percentage or percentages of receipts or sales, as described above). We believe that neither TRG nor any of the entities that own our shopping centers derives rent from a lease attributable to personal property leased in connection with real property that exceeds 15% of the total rents under that lease. In addition, although TRG or the entities that own our shopping centers may advance money from time to time to tenants for the purpose of financing tenant improvements, they do not intend to charge interest that will depend in whole or in part on the income or profits of any person.

We do not believe that we derive rent from property rented to a related-party tenant; however, the determi-nation of whether we own 10% or more of any tenant is made after the application of complex attribution rules under which we will be treated as owning interests in tenants that are owned by shareholders who own more than 10% of the value of our stock. In determining whether any shareholder will own more than 10% of the value of our stock, each individual or entity will be treated as owning common shares and preferred shares held by certain related individuals and entities. Accordingly, we cannot be absolutely certain whether all related-party tenants have been or will be identified. Although rent derived from a related-party tenant will not qualify as rents from real property and, therefore, will not be qualifying income under the 75% or 95% gross income tests, we believe that the aggregate amount of any such rental income (and any other non-qualifying income) in any taxable year will not cause us to exceed the limits on non-qualifying income under such gross income tests.

Neither TRG nor any of the entities that own our shopping centers intends to lease any property to a taxable REIT subsidiary unless it determines that at least 90% of the space at the property to which the rents relate is leased to third parties and the rents paid by the taxable REIT subsidiary are substantially comparable to rents paid by our other tenants for comparable space.

TRG has entered into an agreement with the Manager pursuant to which the Manager provides services that TRG requires in connection with the operation of TRG's shopping centers. As a result of TRG's ownership interests in the Manager and Taub-Co Management IV, Inc., one of our taxable REIT subsidiaries, the Manager does not qualify as an independent contractor from which we derive no income. We believe, however, that no amounts of rent should be excluded from the definition of rents from real property solely by reason of the failure to use an independent contractor since the Manager performs only services that are usual and customary or are not primarily for the convenience of the tenant and an independent contractor will perform any other services that are required to be performed by an independent contractor for rental income from a tenant of our shopping centers to qualify as “rents from real property.”

The Manager receives fees in exchange for the performance of certain management and administrative services, including fees to be received pursuant to agreements with us and TRG. A portion of those fees will accrue to us because TRG owns a membership interest in the Manager. Our indirect interest in the management fees generated by the Manager generally results in non-qualifying income under the 75% and 95% gross income tests (at least to the extent attributable to properties in which TRG has no interest or to a joint venture partner's interest in a property). In any event, we believe that the aggregate amount of such fees and any other non-qualifying income attributable to our indirect interest in the Manager in any taxable year has not exceeded and will not exceed the limits on non-qualifying income under the 75% and 95% gross income tests.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under specific provisions of the Code. Commencing with our taxable year beginning January 1, 2005, we may avail ourselves of the relief provisions if: (1) following our identification of the failure to meet the 75% or 95% gross income test for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income test for such taxable year in accordance with Treasury Regulations to be issued; and (2) our failure to meet the test was due to reasonable cause and not due to willful neglect.

It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because non-qualifying income that we intentionally incur exceeds the limits on non-qualifying income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. As discussed above in “Taxation of Taubman Centers, Inc. - General,” even if these relief provisions were to apply, and we were to retain our status as a REIT, a tax would be imposed with respect to the excess non-qualifying gross income. We may not always be able to maintain compliance with the gross income tests for REIT qualification despite our periodic monitoring of our income.

Prohibited Transaction Income

Any gain realized by us on the sale of any property (other than foreclosure property) held as inventory or primarily for sale to customers in the ordinary course of business (including our share of any such gain realized by TRG) will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. TRG owns interests in real property that is situated on the periphery of certain of its shopping centers. TRG intends to hold its properties for investment with a view to long-term appreciation and to engage in the business of acquiring, developing and owning properties. However, TRG does intend to make occasional sales of its properties as are consistent with its investment objectives, and the IRS may contend that one or more of these sales is subject to the 100% penalty tax. In the event TRG determines a sale of property will generate prohibited transaction income, TRG will generally transfer such property to a taxable REIT subsidiary, and gain from such sale will be subject to the corporate income tax, as discussed below under “The Taxable REIT Subsidiary.”

Foreclosure Property

Foreclosure property is real property and any personal property incident to such real property (1) that is acquired by a REIT as the result of the REIT's having bid in the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after there was a default (or default was imminent) on a lease of the property or on a mortgage loan held by the REIT and secured by the property, (2) the loan or lease related to which was acquired by the REIT at a time when default was not imminent or anticipated, and (3) that such REIT makes a proper election to treat as foreclosure property. REITs are subject to tax at the maximum corporate rate (currently 35%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% excise tax on gains from prohibited transactions described above, even if the property would otherwise constitute dealer property (i.e., property held primarily for sale to

customers in the ordinary course of business) in the hands of the selling REIT.

Redetermined Rents, Redetermined Deductions, and Excess Interest

Any redetermined rents, redetermined deductions, or excess interest we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of services furnished by a taxable REIT subsidiary to any of our tenants, and redetermined deductions and excess interest represent amounts that are deducted by a taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been charged based on arm's-length negotiations. Under “safe harbor” provisions of the Code, rents we receive from tenants of a property will not constitute redetermined rents (by reason of the performance of services by any taxable REIT subsidiary to such tenants) if:


•	So much of such amounts as constitutes impermissible tenant service income ( i.e. , income from services performed for tenants that are not usual and customary or are primarily for the convenience of the tenant) does not exceed 1% of all amounts received or accrued during the year with respect to the property;


•	The taxable REIT subsidiary renders a significant amount of similar services to unrelated parties and the charges for such services are substantially comparable;


•	Rents paid by tenants leasing at least 25% of the net leasable space in the property who are not receiving services from the taxable REIT subsidiary are substantially comparable to the rents paid by tenants leasing comparable space who are receiving such services from the taxable REIT subsidiary and the charge for the services is separately stated; or


•	The taxable REIT subsidiary's gross income from the service is not less than 150% of the subsidiary's direct cost in furnishing the service.

Asset Tests

At the close of each quarter of our taxable year, we also must satisfy four tests relating to the nature and diversification of our assets.

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First, at least 75% of the value of our total assets (including our allocable share of the assets held by TRG and the subsidiaries of TRG that are treated as partnerships for federal income tax purposes) must consist of (i) real estate assets, including shares of other REITs, (ii) stock or debt instruments held for not more than one year and purchased with the proceeds of an offering by us of our stock or long-term ( i.e. , with a maturity of at least five years) debt, (iii) cash, (iv) cash items (including receivables), and (v) certain government securities.


•	Second, not more than 25% of the value of our total assets may consist of securities, other than those securities includable in the 75% asset test.


•	Third, not more than 25% of the value of our total assets may consist of securities of one or more taxable REIT subsidiaries.

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Fourth, except with respect to securities of a taxable REIT subsidiary or securities includable in the 75% asset test, the value of any one issuer's securities may not exceed 5% of the value of our total assets and we may not own more than 10% of any one issuer's outstanding voting securities nor more than 10% of the total value of any one issuer's outstanding securities, unless with respect to the 10% of total value limitation, the securities are among a limited list of excepted securities, including but not limited to “straight debt.”

Securities issued by a corporation or partnership that would otherwise qualify as “straight debt” will not so qualify if we own (alone or with any taxable REIT subsidiary in which we own a greater than 50% interest, as measured by vote or value) other securities of such issuer that represent more than 1% of the total value of all securities of such issuer.

Debt instruments issued by a partnership that do not qualify as “straight debt” or for another safe harbor are (1) not taken into account as securities for purposes of the 10% value test to the extent of our interest as a partner in that partnership and (2) completely excluded from the 10% value test if at least 75% of the partnership's gross income (excluding income from “prohibited transactions”) consists of income qualifying under the 75% gross income test. In addition, the 10% value test does not take into account as securities (1) any loan made to an individual or an estate, (2) certain rental agreements in which one or

more payments are to be made in subsequent years (other than agreements between us and certain persons related to us), (3) any obligation to pay rents from real property, (4) securities issued by governmental entities that are not dependent in whole or in part on the profits of (or payments on obligations issued by) a non-governmental entity and (5) any security issued by another REIT.

Commencing with our taxable year which began January 1, 2005, we are deemed to own, for purposes of the 10% of total value limitation, the securities held by a partnership based on our proportionate interest in any securities issued by the partnership (excluding “straight debt” and the securities described in the second sentence of the preceding paragraph). Thus, our proportionate share is not based solely on our capital interest in the partnership but may also include our interest in certain debt securities issued by the partnership.

We are deemed to own a proportionate share of all of the assets owned by TRG and by the non-corporate entities which own our shopping centers and in which TRG is (directly or through other non-corporate entities) a partner or member. We believe that more than 75% of the value of these assets qualify as “real estate assets.” An election has been made or will be made to treat each of TRG's direct or indirect corporate subsidiaries as a taxable REIT subsidiary. Further, we believe that the value of our proportionate share of TRG's interest in securities of taxable REIT subsidiaries does not exceed, and we expect that it will not exceed, the maximum permissible percentage of the value of our assets.

Through December 28, 2010, we held an indirect stock interest in T-I REIT, Inc., which had elected to be taxed as a REIT for federal income tax purposes. T-I REIT, Inc. was liquidated on December 28, 2010, and, after the redemption of its preferred shares in exchange for a cash payment, its assets and liabilities were distributed to its sole common shareholder, a limited liability company wholly owned by TRG. As a REIT, T-I REIT, Inc. was subject to the various REIT qualification requirements. We believe that T-I REIT, Inc. was organized and operated in a manner to qualify for taxation as a REIT for federal income tax purposes. If T-I REIT, Inc. had failed to qualify as a REIT, our interest in T-I REIT, Inc. would have ceased to be a qualifying real estate asset for purposes of the 75% asset test and would have become subject to the 5% asset test, the 10% voting stock limitation and the 10% value limitation generally applicable to our ownership of corporations (other than REITs, qualified REIT subsidiaries and taxable REIT subsidiaries). If T-I REIT, Inc. were to have failed to qualify as a REIT, we would not have met the 10% voting stock limitation and the 10% value limitation with respect to our interest in T-REIT, Inc., and we would have failed to have qualified as a REIT. Accordingly, unless entitled to relief under specific statutory provisions, we would have been disqualified from taxation as a REIT for the four taxable years following the year of termination of our REIT status.

After initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in the relative values of our assets. If failure to satisfy the asset tests results from an acquisition of securities or other property during a quarter, we can cure this failure by disposing of sufficient non-qualifying assets within 30 days after the close of that quarter. An acquisition of securities could result from our increasing our interest in TRG through the exercise by limited partners of their rights to exchange units of partnership interest in TRG for our shares pursuant to the Continuing Offer or through our contribution of additional capital to TRG from the proceeds of an offering of our shares of stock.

Commencing with our taxable year which began January 1, 2005, we will not lose our status as a REIT for failure to satisfy the 5% asset test or the 10% asset test if the failure is due to the ownership of assets the total value of which does not exceed the lesser of 1% of the total value of our assets at the end of the quarter or $10 million, provided that we either dispose of the non-qualifying assets within six months after the last day of the quarter in which we identify the failure or otherwise meet the requirements of the 5% asset test or the 10% asset test by the end of such quarter (the “De Minimis Exception”). Commencing with our taxable year which began January 1, 2005, if we fail to meet any of the asset tests described above, and the failure exceeds the De Minimis Exception, we will still be deemed to satisfy the asset tests if, following our identification of the failure, we file a schedule with a description of each asset that caused the failure, the failure was due to reasonable cause and not willful neglect, we dispose of the non-qualifying assets within six months after the last day of the quarter in which we identified them, and we pay an excise tax equal to the greater of $50,000 or an amount determined by multiplying the highest rate of income tax applicable to corporations by the net income generated by the non-qualifying assets for the period beginning on the first day of the failure to meet the asset tests and ending on the day we dispose of the non-qualifying assets or the end of the first quarter in which there is no longer a failure to satisfy the asset tests. We believe we have maintained, and intend to continue to maintain, adequate records of the value of our assets to enable us to comply with the asset tests and to take such other actions within six months after the close of any quarter as may be required to cure any noncompliance. If we were to fail to cure noncompliance with the asset tests within this time period, we would cease to qualify as a REIT. See “- Failure to Qualify,” below.

We believe that our holdings of securities and other assets have complied and will continue to comply with the foregoing REIT asset tests, and we intend to monitor compliance on an ongoing basis. No independent appraisals have been obtained,

however, to support our conclusions as to the value of our total assets, or the value of any particular security or securities. Moreover, values of some assets may not be susceptible to a precise determination, and values are subject to change in the future. Accordingly, there can be no assurance that the IRS will not contend that we fail to meet the REIT asset requirements by reason of our interests in our subsidiaries or in the securities of other issuers or for some other reason.

The Taxable REIT Subsidiary

The Code provides that a REIT may own more than 10% of the voting power and value of securities in a taxable REIT subsidiary. A taxable REIT subsidiary is a corporation, other than a REIT, (a) in which the REIT directly or indirectly owns stock, and (b) as to which an election has been jointly made to treat the corporation as a taxable REIT subsidiary. In addition, any corporation (other than a REIT) is a taxable REIT subsidiary if a taxable REIT subsidiary of a REIT owns directly or indirectly (i) securities having more than 35% of the total voting power of the outstanding securities of the corporation, or (ii) securities with a value of more than 35% of the total value of the outstanding securities of the corporation. As discussed under “Asset Tests” above, not more than 25% of the fair market value of a REIT's assets can consist of securities of taxable REIT subsidiaries, and stock of a taxable REIT subsidiary is not a qualified asset for purposes of the 75% asset test.

Although the activities and income of a taxable REIT subsidiary are subject to the corporate income tax, a taxable REIT subsidiary is permitted to engage in activities and render services the income from which, if earned directly by the REIT, might disqualify the REIT. Additionally, under certain limited conditions described above, a REIT may receive rental income from a taxable REIT subsidiary that will be treated as qualifying income for purposes of the income tests.

The amount of interest on related-party debt a taxable REIT subsidiary may deduct is limited. Further, a 100% excise tax applies to any interest payments by a taxable REIT subsidiary to its affiliated REIT to the extent the interest rate is set above a commercially reasonable level. A taxable REIT subsidiary is generally permitted to deduct interest payments to unrelated parties without any restrictions other than those that would apply irrespective of our REIT status.

Any amount by which a REIT overstates its income or understates its deductions, or understates the income or overstates the deductions of its taxable REIT subsidiary, by reason of transactions between them will (unless certain exceptions apply) be subject to a nondeductible 100% federal excise tax. Moreover, if an exception from the 100% excise tax applies, the IRS is permitted to reallocate costs between a REIT and its taxable REIT subsidiary if the REIT's charges to its taxable REIT subsidiary are not at arm's length. In that case, any taxable income allocated to, or deductible expenses allocated away from, a taxable REIT subsidiary would increase its tax liability, and the amount of such increase would be subject to an interest charge.

Annual Distribution Requirement

To maintain our qualification as a REIT, we are required to distribute dividends (other than capital gain dividends) to our shareholders in an amount at least equal to (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain), (ii) plus 90% of our net income (after tax), if any, from foreclosure property, (iii) minus the excess of the sum of particular items of our non-cash income ( i.e. , income attributable to leveled stepped rents, original issue discount on debt, or a like-kind exchange that is later determined to be taxable) over 5% of our “REIT taxable income” as described and computed above.

We must pay these distributions in the taxable year to which they relate, or in the following taxable year if they are declared during the last three months of the taxable year, payable to shareholders of record on a specified date during such period and paid during January of the following year. Such distributions in January are treated as paid by us and received by our shareholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions are taxable to holders of our capital stock (to the extent that such holders are not otherwise exempt from tax on our dividends by reason of being tax-exempt entities) in the year in which paid. This is so even though these distributions relate to the prior year for purposes of our 90% distribution requirement. To be counted in meeting the 90% distribution requirement, the amount distributed must not be preferential; that is, every share-holder of the class of stock with respect to which a distribution is made must be treated the same as every other shareholder of that class, and no class of stock may be treated otherwise than in accordance with its dividend rights as a class. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income” (computed without regard to the dividends paid deduction and with certain adjustments), we will be subject to tax on such income at corporate tax rates.

Our REIT taxable income consists substantially of our distributive share of the income of TRG. Our REIT taxable income has historically been less than the cash flow we have received from TRG as a result of the allowance of depreciation and other non-cash deductions in computing REIT taxable income. Accordingly, we have had, and anticipate that we will generally have,

sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement.

It is possible that from time to time we may not have sufficient cash or other liquid assets to meet this distribution requirement due to timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of income and deduction of expenses in arriving at our taxable income. If these timing differences occur, then in order to meet the distribution requirement, we may need to arrange for short-term, or possibly long-term, borrowings or we may need to pay dividends in the form of taxable stock dividends.

We may be able to rectify a failure to meet the distribution requirement for a year by paying “deficiency dividends” to shareholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends and being disqualified as a REIT. Nonetheless, we will be required to pay interest based on the amount of any deduction taken for deficiency dividends.

Furthermore, if we should fail to distribute during any calendar year (or in the case of distributions with declaration dates falling in the last three months of the calendar year, by the end of January immediately following such year) at least the sum of 85% of our “REIT ordinary income” (i.e., “REIT taxable income” excluding capital gain and without regard to the dividends paid deduction) for such year, 95% of our REIT capital gain income for the year and any undistributed taxable income from prior periods, then we would be subject to a 4% excise tax on the excess of such sum over the amounts actually distributed plus retained amounts on which income tax was paid at the corporate level.

Failure to Qualify

Commencing with our taxable year which began January 1, 2005, specified cure provisions are available to us in the event that we violate a provision of the Code that would otherwise result in our failure to qualify as a REIT. Except with respect to violations of the REIT income tests and asset tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be subject to tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Distributions to shareholders in any year in which we fail to qualify will not be deductible by us, and we will not be required to distribute any amounts to our shareholders. As a result, our failure to qualify as a REIT would reduce the cash available for distribution by us to our shareholders. In addition, if we fail to qualify as a REIT, all distributions to shareholders will generally be taxable in the same manner as “C” corporation distributions, and subject to limitations of the Code, corporate distributees may be eligible for the dividends received deduction. Unless entitled to relief under specific statutory provisions, we will also be disqualified from taxation as a REIT for the four taxable years following the year during which we lost our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Taxation of Taxable U.S. Shareholders

As used below, the term “U.S. shareholder” means a holder of our common shares who (for United States federal income tax purposes) is:


•	a citizen or resident of the United States;


•	a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any state thereof or in the District of Columbia;


•	an estate the income of which is subject to United States federal income taxation regardless of its source; or


•	a trust if (1) a United States court is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

Distributions Generally

As long as we qualify as a REIT, distributions out of our current or accumulated earnings and profits, other than “qualified dividend income” or dividends designated as capital gain dividends, will constitute dividends taxable to our taxable U.S. shareholders as ordinary income. These distributions will not be eligible for the dividends-received deduction in the case of U.S. shareholders that are corporations.

For purposes of determining whether distributions to holders of shares are made out of current or accumulated earnings and profits, our earnings and profits will be allocated first to the outstanding preferred shares and then to the

common shares. In addition, the IRS has taken the position in published guidance that if a REIT has two classes of shares, the amount of any particular type of income (including net capital gain) allocated to each class in any year cannot exceed such class's proportionate share of such income based on the total dividends paid to each class for such year. Consequently, if both common shares and preferred shares are outstanding, particular types of income will be allocated in accordance with the classes' proportionate shares of such income. Thus, net capital gain will be allocated between holders of common shares and holders of preferred shares, if any, in proportion to the total dividends paid to each class during the taxable year, or otherwise as required by applicable law.

We may make distributions to shareholders paid in common or preferred shares that are intended to be treated as dividends for federal income tax purposes. In that event, our shareholders would generally have taxable income with respect to such distributions of our common or preferred shares and may have tax liability by reason of such distributions in excess of the cash (if any) that is received by them.

To the extent that we make distributions, other than capital gain dividends discussed below, in excess of our current and accumulated earnings and profits, these distributions will be treated first as a tax-free return of capital to each U.S. shareholder. This treatment will reduce the adjusted basis that each U.S. shareholder has in his shares for tax purposes by the amount of the distribution (but not below zero). Distributions in excess of a U.S. shareholder's adjusted basis in his shares will be taxable as capital gain (provided that the shares have been held as a capital asset) and will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and payable to a shareholder of record on a specified date in any of these months will be treated as both paid by us and received by the shareholder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following calendar year.

Shareholders may not include in their own income tax returns any of our net operating losses or capital losses.

Capital Gain Distributions

Distributions that we properly designate as capital gain dividends will be taxable to taxable U.S. shareholders as gains (to the extent that they do not exceed our actual net capital gain for the taxable year) from the sale or disposition of a capital asset. U.S. shareholders that are corporations may, however, be required to treat up to 20% of some capital gain dividends as ordinary income.

Retention of Net Long-Term Capital Gains

We may elect to retain, rather than distribute as a capital gain dividend, our net long-term capital gains. If we make this election, we would pay tax on our retained net long-term capital gains. In addition, to the extent we designate, a U.S. shareholder generally would:


•	include its proportionate share of our undistributed long-term capital gains in computing its long-term capital gains in its return for its taxable year in which the last day of our taxable year falls (subject to certain limitations as to the amount that is includable);


•	be deemed to have paid the capital gains tax imposed on us on the designated amounts included in the U.S. shareholder's long-term capital gains;


•	receive a credit or refund for the amount of tax deemed paid by it;


•	increase the adjusted basis of its common shares by the difference between the amount of includable gains and the tax deemed to have been paid by it; and


•	in the case of a U.S. shareholder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations to be prescribed by the IRS.

Capital Gain Classification

We will classify portions of any designated capital gain dividend or undistributed capital gain as either:

(1) a 15% rate gain distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of

15%; or

(2) an “unrecaptured Section 1250 gain” distribution, which would be taxable to non-corporate U.S. shareholders at a maximum rate of 25%.

We must determine the maximum amounts that we may designate as 15% and 25% rate capital gain dividends by performing the computation required by the Code as if the REIT were an individual whose ordinary income were subject to a marginal tax rate of at least 28%.

Recipients of capital gain dividends from us that are taxed at corporate income tax rates will be taxed at the normal corporate income tax rates on those dividends.

For a discussion regarding the scheduled increase in the tax rate on long-term capital gains, see “- Federal Income Tax Rates,” below.

Qualified Dividend Income

We may elect to designate a portion of our distributions paid to non-corporate U.S. shareholders as “qualified dividend income.” A portion of a distribution that is properly designated as qualified dividend income is taxable to non-corporate U.S. shareholders at a maximum 15% tax rate through 2012, provided generally that the shareholder has held the shares with respect to which the distribution is made for more than 60 days during the 121-day period beginning 60 days before the date on which such shares become ex-dividend with respect to the relevant distribution and the shareholder meets certain other holding period requirements. The maximum amount of our distributions eligible to be designated as qualified dividend income for a taxable year is generally equal to the sum of:

(1) the qualified dividend income received by us during such taxable year from domestic (and certain foreign) non-REIT “C” corporations (including our corporate subsidiaries);

(2) the excess of any “undistributed” REIT taxable income recognized during the immediately preceding year over the federal income tax paid by us with respect to such undistributed REIT taxable income; and

(3) any income recognized during the immediately preceding year attributable to the sale of a built-in-gain asset that was acquired by us in a carry-over basis transaction from a non-REIT “C” corporation or held by us on the first day of a taxable year for which we first requalify as a REIT after being subject to tax as a “C” corporation for more than two years (less the amount of corporate tax on such income).

Generally, dividends that we receive will be treated as qualified dividend income for purposes of (1) above if the dividends are received from a domestic corporation (other than a REIT or a regulated investment company) or a “qualifying foreign corporation” and specified holding period requirements and other requirements are met. A foreign corporation (other than a “passive foreign investment company”) will be a qualifying foreign corporation if it is incorporated in a possession of the United States, the corporation is eligible for benefits of an income tax treaty with the United States that the Secretary of Treasury determines is satisfactory, or the stock of the foreign corporation with respect to which the dividend is paid is readily tradable on an established securities market in the United States. We generally expect that an insignificant portion, if any, of our distributions will consist of qualified dividend income.

For a discussion regarding the scheduled increase in the tax rate on qualified dividend income, see “- Federal Income Tax Rates,” below.

Dispositions of Common Shares

If a U.S. shareholder sells or disposes of its common shares, the U.S. shareholder will recognize gain or loss for federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property it receives on the sale or other disposition and its adjusted basis in the shares for tax purposes. This gain or loss will be capital if the U.S. shareholder has held the shares as a capital asset and will be long-term capital gain or loss if the U.S. shareholder has held the shares for more than one year. In general, if a U.S. shareholder recognizes a loss upon the sale or other disposition of shares that it has held for six months or less (after applying holding period rules set forth in the Code), the loss the U.S. shareholder recognizes will be treated as a long-term capital loss, to the extent it received distributions from us which were required to be treated as long-term capital gains or to the extent the U.S. shareholder was required to recognize long-term capital gain in respect of our retained net long-term capital gain, as described above.

Federal Income Tax Rates

The maximum individual tax rate for long-term capital gains is generally 15% for sales occurring through December 31, 2012, and the maximum individual tax rate for ordinary income is 35% for tax years through 2012. Dividends from non-REIT C corporations will generally be taxed at capital gain rates, as opposed to ordinary income rates, for tax years through 2012.

Because we are not generally subject to federal income tax on the portion of our REIT taxable income or capital gains distributed to our shareholders, our dividends will generally not be eligible for the current 15% tax rate on dividends. As a result, our ordinary REIT dividends will be taxed at the higher tax rates applicable to ordinary income. However, the 15% tax rate for long-term capital gains and dividends will generally apply (through 2012) to:


•	a U.S. shareholder's long-term capital gains, if any, recognized on the disposition of our shares;


•	our distributions designated as long-term capital gain dividends (except to the extent attributable to “unrecaptured Section 1250 gain,” in which case such distributions would continue to be subject to a 25% tax rate); and


•	our “qualified dividend income.”

As of December 26, 2012, tax rates on long-term capital gains and dividends are scheduled to increase on January 1, 2013, as follows: (i) the tax rate applicable to long-term capital gains will increase to 20%, (ii) dividends will be taxed at ordinary income rates, and (iii) the maximum ordinary income tax rate will increase to 39.6%. These rates are subject to change by new legislation at any time. Therefore, prospective shareholders should consult their own tax advisors regarding any change in rates for tax years after 2012 and the effect of any such change on an investment in our common shares.

Passive Activity Losses and Investment Interest Limitations

Distributions we make and gain arising from the sale or exchange by a U.S. shareholder of our shares will not be treated as passive activity income. As a result, U.S. shareholders generally will not be able to apply any “passive losses” against this income or gain. U.S. shareholders may elect to treat capital gain dividends, capital gains from the disposition of shares and qualified dividend income as investment income for purposes of computing the limitation on the deductibility of investment interest, but in such case the shareholder will be taxed at ordinary income rates on those amounts. Other distributions made by us, to the extent they do not constitute a return of capital, will generally be treated as investment income for purposes of computing the investment interest limitation.

Backup Withholding and Information Reporting

We report to our U.S. shareholders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Under the backup withholding rules, a shareholder may be subject to backup withholding with respect to dividends paid unless the holder is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. The back-up withholding rate through 2012 is 28%. A U.S. shareholder that does not provide us with his correct taxpayer identification number may also be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Any amount paid as backup withholding will be creditable against the shareholder's income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any shareholders who fail to certify their non-foreign status. See “Taxation of Non-U.S. Shareholders,” below.

Medicare Tax

For taxable years beginning after December 31, 2012, certain domestic shareholders who are individuals, estates or trusts will be required to pay a 3.8% Medicare tax with respect to, inter alia , dividends on and capital gains from the sale or other disposition of stock, subject to certain exceptions. Prospective shareholders should consult their tax advisors regarding the applicability of this tax to any income and gains in respect of an investment in our common shares.

Taxation of Tax-Exempt Shareholders

The IRS has ruled that amounts distributed as dividends by a REIT do not constitute unrelated business taxable income (“UBTI”) when received by a tax-exempt entity, subject to the exception discussed below for dividends paid by a “pension-held

REIT.” Based on that ruling, provided that a tax-exempt shareholder (other than a tax-exempt shareholder described below) has not held its shares as “debt financed property” within the meaning of the Code (generally, shares, the acquisition of which was financed through a borrowing by the tax-exempt shareholder) and the shares are not otherwise used in a trade or business, dividend income from us will not be UBTI to a tax-exempt shareholder. Similarly, income from the sale of shares will not constitute UBTI unless a tax-exempt shareholder has held its shares as “debt-financed property” within the meaning of the Code or has used the shares in its trade or business.

For tax-exempt shareholders which are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from federal income taxation under Code Sections 501(c)(7), (c)(9), (c)(17) and (c)(20), respectively, and certain other tax-exempt entities, income from an investment in our common shares will constitute UBTI unless the organization is able to properly deduct amounts set aside or placed in reserve for certain purposes so as to offset the income generated by its investment in our common shares. These prospective investors should consult their own tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” may be treated as UBTI as to any trust which:


•	is described in Section 401(a) of the Code;


•	is tax-exempt under Section 501(a) of the Code; and


•	holds more than 10% (by value) of the interests in the REIT.

Tax-exempt pension funds that are described in Section 401(a) of the Code are referred to below as “qualified trusts.”

A REIT is a “pension-held REIT” if:


•	it would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that stock owned by qualified trusts will be treated, for purposes of the “not closely held” requirement, as owned by the beneficiaries of the trust (rather than by the trust itself); and


•	either at least one such qualified trust holds more than 25% (by value) of the interests in the REIT, or one or more such qualified trusts, each of which owns more than 10% (by value) of the interests in the REIT, holds in the aggregate more than 50% (by value) of the interests in the REIT.

The percentage of any REIT dividend treated as UBTI is equal to the ratio of:


•	the UBTI earned by the REIT (treating the REIT as if it were a qualified trust and therefore subject to tax on UBTI) to


•	the total gross income of the REIT.

A de minimis exception applies where the percentage is less than 5% for any year.

We do not expect to be classified as a pension-held REIT.

Taxation of Non-U.S. Shareholders

The rules governing United States federal income taxation of nonresident alien individuals, foreign corpo-rations, foreign partnerships, and foreign trusts and estates are complex, and the following is only a brief summary of these rules. Prospective non-U.S. shareholders should consult with their own tax advisors to determine the impact of federal, state and local income tax laws on an investment in the Company, including any reporting requirements.

When we use the term “non-U.S. shareholder,” we mean a holder of common shares who (for United States federal income tax purposes) is not a U.S. Shareholder. See “Taxation of Taxable U.S. Shareholders,” above.

Distributions

Subject to the discussion below, a distribution made by us with respect to our common shares will generally be treated as a dividend of ordinary income to the extent the distribution is made out of our current or accumulated earnings and profits. Distributions treated as a dividend of ordinary income will generally be subject to withholding of United States federal income

tax on a gross income basis (that is, without allowance of deductions) at a 30% rate unless an applicable tax treaty reduces that rate and the non-U.S. shareholder files an IRS Form W-8BEN. However, distributions treated as a dividend of ordinary income will be subject to a federal income tax on a net basis (that is, after allowance of deductions) when the dividend is treated as effectively connected with the non-U.S. share-holder's conduct of a United States trade or business and the non-U.S. shareholder has filed an IRS Form W-8ECI with us. In this event, as long as certain certification and disclosure requirements are met, the dividend will be taxed at graduated rates, in the same manner as U.S. shareholders are taxed with respect to such dividends and will generally not be subject to withholding. Any such dividends received by a non-U.S. shareholder that is a corporation may also be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Under current Treasury Regulations, dividends paid to an address in a country outside the United States are generally presumed to be paid to a resident of the country for purposes of determining the applicability of withholding discussed above and the applicability of a tax treaty rate. A non-U.S. shareholder who wishes to claim the benefit of an applicable treaty rate will be required to satisfy certain certification and other requirements. Under certain treaties, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT.

If we make a distribution in excess of our current or accumulated earnings and profits, the distribution will not be taxable to a non-U.S. shareholder to the extent it does not exceed the adjusted basis of the shareholder's common shares. Instead, the distribution will reduce the adjusted basis of the shareholder's common shares. If the distribution does exceed the adjusted basis of a non-U.S. shareholder's common shares, the distribution will result in gain from the sale or exchange of the non-U.S. shareholder's common shares. We discuss the tax treatment of this gain in further detail below. For withholding purposes, we treat all distributions as if made out of our current or accumulated earnings and profits. However, the IRS will generally refund amounts that are withheld if it is determined that the distribution was, in fact, in excess of our current or accumulated earnings and profits.

We expect to withhold United States federal income tax at the rate of 30% on any dividend distributions (including distributions that later may be determined to have been in excess of current and accumulated earnings and profits) made to a non-U.S. shareholder unless:

(1) a lower treaty rate applies and the non-U.S. shareholder files with us an IRS Form W-8BEN evidencing eligibility for that reduced treaty rate; or

(2) the non-U.S. shareholder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. shareholder's conduct of a United States trade or business.

In any event, we may be required to withhold at least 10% of any distribution in excess of our current and accumulated earnings and profits, even if a lower treaty rate applies and the non-U.S. shareholder is not liable for tax on the receipt of that distribution. However, a non-U.S. shareholder may seek a refund of these amounts from the IRS if the non-U.S. shareholder's United States tax liability with respect to the distribution is less than the amount withheld.

A distribution to a non-U.S. shareholder that we properly designate as a capital gain dividend at the time of distribution that does not arise from our disposition of a United States real property interest generally will not be subject to United States federal income taxation unless any of the following is true:


•	investment in our common shares is effectively connected with the non-U.S. shareholder's United States trade or business, in which case the non-U.S. shareholder will be taxed on the gain at the same rates as U.S. share-holders (except that a shareholder that is a foreign corporation may also be subject to the 30% branch profits tax); or


•	the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are satisfied, in which case the nonresident alien individual will be taxed at a rate equal to 30% of the individual's capital gains.

As described above, we may make distributions paid in common or preferred shares that are intended to be treated as dividends for U.S. federal income tax purposes. If we are required to withhold an amount in excess of any cash that is distributed to non-U.S. shareholders along with the common or preferred shares, we may retain and sell some of the common or preferred shares that would otherwise be distributed in order to satisfy any withholding tax imposed on the distribution.

Pursuant to the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), distributions made by us with respect to our common shares to non-U.S. shareholders that hold more than 5% of our common shares at any time during the taxable year,

which distributions are attributable to gain from our sale or exchange of United States real property interests, will cause the non-U.S. shareholders to be treated as recognizing this gain as income effectively connected with a United States trade or business. Non-U.S. shareholders would generally be taxed at the same rates as U.S. shareholders (subject to a special alternative minimum tax in the case of nonresident alien individuals) on these distributions. Also, a non-U.S. shareholder that is a corporation may be subject to a 30% branch profits tax on this distribution. Under such circumstances, we are generally required to withhold 35% of any such distribution. This amount is creditable against the non-U.S. shareholder's United States federal income tax liability.

Unless a non-U.S. shareholder holds more than 5% of the class of shares in respect of which the distribution is made at any time during the taxable year, or the class of shares is not regularly traded on an established securities market located in the United States, a non-U.S. shareholder is not taxable on a distribution attributable to gain from our sale or exchange of United States real property interests as if the gain were income effectively connected with a United States trade or business. Instead, such non-U.S. shareholder is taxed on the distribution as a dividend that is not a capital gain dividend, and the branch profits tax does not apply to such distribution.

Although the law is not clear on the matter, it appears that amounts designated by us as retained capital gains in respect of our common shares held by non-U.S. shareholders generally should be treated in the same manner as our actual distributions of capital gain dividends. Under this approach, a non-U.S. shareholder would be able to claim as a credit against its U.S. federal income tax liability, its proportionate share of the tax paid by us on the retained capital gains, and to obtain from the IRS a refund to the extent its proportionate share of the tax paid by us exceeds its actual U.S. federal income tax liability.

We or any nominee ( e.g. , a broker holding shares in street name) may rely on a certificate of non-foreign status on Form W-8 or Form W-9 to determine whether withholding is required on gains realized from the disposition of United States real property interests. A domestic person who holds shares on behalf of a non-U.S. shareholder will bear the burden of withholding, provided that we have properly designated the appropriate portion of a distribution as a capital gain dividend.

Sale of Common Shares

Unless our common shares constitute a “United States real property interest” within the meaning of FIRPTA, a sale or exchange of common shares by a non-U.S. shareholder generally will not be subject to United States federal income taxation. Our common shares will not constitute a “United States real property interest” if we are a “domestically controlled REIT.” A “domestically controlled REIT” is a REIT in which at all times during a specified testing period non-U.S. share-holders held, directly or indirectly, less than 50% in value of the REIT's shares. We believe that we are, and expect to continue to be, a “domestically-controlled REIT” and, therefore, the sale of our common shares should not be subject to taxation under FIRPTA. Because our common shares are publicly traded, however, no assurance can be given that we are or will be a “domestically-controlled REIT.”

If we are not or cease to be a “domestically-controlled REIT,” a non-U.S. shareholder's sale or exchange of our common shares would be subject to United States taxation under FIRPTA as a sale of a “United States real property interest” if such non-U.S. shareholder owned (actually or constructively) more than 5% of our common shares during the applicable testing period. If gain on the sale or exchange of common shares were subject to taxation under FIRPTA, the non-U.S. shareholder would be subject to the same United States federal income tax treatment with respect to the gain as a U.S. shareholder (subject to any applicable alternative minimum tax in the case of nonresident alien individuals and the possible application of the 30% branch profits tax in the case of foreign corporations), and the purchaser of the common shares would be required to withhold and remit to the IRS 10% of the purchase price.

Notwithstanding the foregoing, a non-U.S. shareholder who recognizes gain from the sale or exchange of our common shares which is not subject to FIRPTA will be subject to United States taxation if:


•	the non-U.S. shareholder's investment is effectively connected with a United States trade or business (and, if an income treaty applies, is attributable to a United States permanent establishment); or


•	the non-U.S. shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are satisfied, in which case the nonresident alien individual will be subject to a 30% United States withholding tax on the amount of the gain.

Backup Withholding Tax and Information Reporting

Backup withholding tax generally is a withholding tax imposed on certain payments to persons who fail to furnish certain

information under the United States information reporting rules, as discussed above under “Backup Withholding and Information Reporting.” Non-U.S. shareholders will generally not be subject to backup with-holding tax and information reporting for distributions they receive from us. However, if our common shares are not held through a qualified intermediary, the amount of dividends paid on those shares, the name and address of the beneficial owner and the amount, if any, of tax withheld may generally be reported to the IRS.

As a general matter, backup withholding and information reporting will generally not apply to a payment of the proceeds of a sale of stock by or through a foreign office of a foreign broker. Information reporting (but not backup withholding) will apply, however, to a payment of the proceeds of a sale by a noncorporate shareholder of stock by or through a foreign office of a broker that:


•	is a United States person;


•	derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;


•	is a “controlled foreign corporation” (generally, a foreign corporation controlled by United States share-holders) for United States tax purposes; or


•	is a foreign partnership which generally is owned more than 50% by U.S. persons and/or is engaged in the conduct of a trade or business in the United States.

Treasury Regulations provide certain presumptions if the shareholder fails to provide certain required documentation. Failure to provide the documentation may result in backup withholding. You are urged to consult your advisor regarding the required documentation and the backup withholding rules.

Tax Aspects of TRG

The following discussion summarizes certain federal income tax considerations applicable solely to our investment in TRG. The discussion does not cover state or local tax laws or any federal tax laws other than income tax laws.

Classification

We are entitled to include in our income our distributive share of TRG's income and to deduct our distributive share of TRG's losses only if TRG is classified for federal income tax purposes as a partnership rather than as an association taxable as a corporation. TRG is entitled to include in its income its distributive share of the income or losses of any entity that owns our shopping centers only if such entity is classified as a partnership or a disregarded entity for federal income tax purposes.

An entity will be classified as a partnership or a disregarded entity rather than as a corporation or an association taxable as a corporation for federal income tax purposes if the entity is treated as a partnership or a disregarded entity under Treasury Regulations, effective January 1, 1997, relating to entity classification.

In general, under these classification regulations, an unincorporated entity with at least two members may elect to be classified either as an association taxable as a corporation or as a partnership. If such an entity fails to make an election, it generally will be treated as a partnership for federal income tax purposes. An unincorporated entity, such as a limited liability company, that has only one member and that does not elect to be classified as a corporation will be disregarded. The federal income tax classification of an entity that was in existence prior to January 1, 1997, such as TRG and many of the entities that own our shopping centers, will be respected for all periods prior to January 1, 1997 if:


•	the entity had a reasonable basis for its claimed classification;


•	the entity and all members of the entity recognized the federal income tax consequences of any changes in the entity's classification within the 60 months prior to January 1, 1997; and


•	neither the entity nor any member of the entity was notified in writing by a taxing authority on or before May 8, 1996, that the classification of the entity was under examination.

We believe that TRG and each entity that existed prior to 1997 and that owns any of our shopping centers reasonably claimed partnership classification under the Treasury Regulations relating to entity classification in effect prior to January 1, 1997, and such classification should be respected for federal income tax purposes. TRG and the entities that own our shopping centers

intend to continue to be classified as partnerships or disregarded entities for federal income tax purposes, and none of them will elect to be treated as an association taxable as a corporation under the entity classification regulations.

We owned an interest in a trust (“The TRG Trust”) until The TRG Trust was dissolved in 2007. We believe that The TRG Trust was not taxable as a corporation for federal income tax purposes. No assurance can be given, however, that the IRS will not challenge the non-corporate status of The TRG Trust for federal income tax purposes. If such challenge were sustained by a court, The TRG Trust would be treated as a corporation for federal income tax purposes, as described below. In addition, our belief is based on existing law, which is to a great extent the result of administrative and judicial interpretation. We cannot be certain that changes in administrative or judicial inter-pretations would not modify these conclusions.

If for any reason, The TRG Trust were to have been taxable as a corporation rather than as a trust for federal income tax purposes, we would not have been able to satisfy the asset requirements for REIT status (and could not re-elect to be taxed as a REIT for four years). See “Taxation of Taubman Centers, Inc. - Asset Tests,” above. If The TRG Trust were to have been taxable as a corporation, items of income and deduction would not have passed through to its beneficiary, which would have been treated as a shareholder for tax purposes. The trust would have been required to pay income tax at corporate tax rates on its net income, and distributions would have constituted dividends that would not have been deductible in computing the trust's taxable income.

Partners, Not TRG, Subject to Tax

A partnership such as TRG is not a taxable entity for federal income tax purposes. Rather, we are required to take into account our allocable share of TRG's income, gains, losses, deductions, and credits for any taxable year of TRG ending within or with our taxable year regardless of whether we have received or will receive a distribution from TRG.

Tax Allocations with Respect to Contributed Properties

Pursuant to Section 704(c) of the Code, income, gain, loss, and deduction, including depreciation, attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for federal income tax purposes in such a manner that the contributor is charged with, or benefits from, the unrealized gain or unrealized loss associated with the property at the time of the contribution (“Section 704(c) allocations”). The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution. TRG's partnership agreement requires allocations of income, gain, loss, and deduction attributable to such contributed property to be made in a manner that is consistent with Section 704(c) of the Code and the applicable Treasury Regulations thereunder. If a partner contributes cash to a partnership at a time when the partnership holds appreciated or depreciated property and such property is revalued for book purposes, Section 704(c) of the Code and the applicable Treasury Regulations provide for Section 704(c) allocations of income, gain, loss, and deduction (including depreciation) in such a manner that the pre-existing partners are charged with, or benefit from, the unrealized gain or unrealized loss associated with the property at the time of the cash contribution.

Accordingly, depreciation on any property contributed to TRG is allocated away from the contributing partner so as to reduce the difference between such property's fair market value and its tax basis. In addition, depreciation will be allocated to us so as to reduce the disparity between fair market value and tax basis with respect to appreciated property held by TRG prior to our admission to TRG. Such allocations will permit us to claim larger depreciation deductions because we have, except as noted below, contributed solely unappreciated property. On the other hand, upon a revaluation of TRG's assets after our admission to TRG, we will be treated as having Section 704(c) gain equal to the excess of our share of their revalued fair market value over our share of the tax basis of TRG's assets. As a result of this difference, our depreciation deductions will be reduced to take into account the disparity between fair market value and the tax basis of the assets that have been revalued.

Sale of TRG's Property

Generally, any gain realized by TRG on the sale of property held by TRG or an entity that owns our shopping centers for more than one year will be long-term capital gain, except for any portion of such gain that is treated as depreciation or cost recovery recapture. Under Section 704(c) of the Code and the Treasury Regulations governing the revaluation of TRG's assets, any built-in gain under Section 704(c) attributable to appreciation in the regional shopping center interests prior to the admission of the Company to TRG in 1992 must, to the extent not reduced by prior Section 704(c) allocations, be allocated to the contributing partners when such gain is recognized. Thus, to such extent, we will not incur a tax on such Section 704(c) gains because (except as noted below) they must be allocated to partners in TRG other than us. In addition, any Section 704(c) gain with respect to properties contributed to TRG subsequent to our admission to TRG must be allocated to the contributing partners. As a consequence of our 1% pre-contribution interests in two of our shopping centers, we will be allocated an

equivalent percentage of Section 704(c) gain, to the extent not reduced by prior Section 704(c) allocations, in the event of a disposition of either property. Upon a revaluation of TRG's assets, we will be treated as having Section 704(c) gain equal to the excess of our share of the revalued fair market value of TRG's assets over our share of the tax basis of such assets. Upon a taxable disposition of such revalued assets, we will be allocated our share of the Section 704(c) gain to the extent not reduced by prior Section 704(c) allocations.

Upon the sale of an asset, TRG is required by its partnership agreement to distribute to its partners an amount determined by reference to the greater of the tax liability of its partners other than us or our net capital gain. TRG's partnership agreement provides for pro rata distributions to its partners in all cases. Accordingly, the distribution provisions in TRG's partnership agreement should permit us to distribute 100% of our capital gain. As a result of the pro rata nature of the distribution provisions, however, it is possible that TRG will be required to distribute to its partners all of the proceeds from a sale of an asset.

Our share of any gain realized by TRG on the sale of any property held by TRG or a non-corporate subsidiary of TRG as inventory or other property held primarily for sale to customers in the ordinary course of TRG's or its non-corporate subsidiary's trade or business will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. See “Taxation of Taubman Centers, Inc. - Prohibited Transaction Income,” above. Such prohibited transaction income will also adversely affect our ability to satisfy the income tests for REIT status. See “Taxation of Taubman Centers, Inc. - Income Tests,” above. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of TRG's or its non-corporate subsidiary's trade or business is a question of fact that depends on all the facts and circumstances with respect to the particular transaction. TRG and its non-corporate subsidiaries intend to hold our shopping centers for investment with a view to long-term appreciation, and to engage in the business of acquiring, developing, owning, and operating our shopping centers, including peripheral land, consistent with TRG's and its non-corporate subsidiaries' investment objectives. In the event TRG determines a sale of property will generate prohibited transaction income, TRG intends to transfer such property to a taxable REIT subsidiary. See “Taxation of Taubman Centers, Inc. - The Taxable REIT Subsidiary,” above.

Other Tax Consequences

State and Local Taxes

We may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business, and our shareholders may be subject to state or local taxation in various state or local jurisdictions, including those in which they reside. Our state and local tax treatment may not conform to the federal income tax consequences discussed above. In addition, your state and local tax treatment may not conform to the federal income tax consequences discussed above. Consequently, you should consult your tax advisors regarding the effect of state and local tax laws on an investment in our common shares.

Disclosure of Certain Transactions to the IRS

If a shareholder recognizes a loss as a result of a transaction with respect to our common shares of at least (i) for a shareholder that is an individual, S corporation, trust, or a partnership with at least one non-corporate unitholder, $2 million or more in a single taxable year or $4 million or more in a combination of taxable years, or (ii) for a shareholder that is either a corporation or a partnership with only corporate unitholders, $10 million or more in a single taxable year or $20 million or more in a combination of taxable years, such shareholder may be required to file a disclosure statement with the IRS on Form 8886. Direct shareholders of portfolio securities are in many cases exempt from this reporting requirement, but shareholders of a REIT currently are not exempt. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. There may be other circumstances in which shareholders might be required to report their investment in us under tax shelter regulations. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Additional U.S. Federal Income Tax Withholding Rules

For taxable years beginning after December 31, 2013, a U.S. withholding tax at a 30% rate will be imposed on dividends paid to (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose its U.S. account holders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements. In addition, for taxable years beginning after December 31, 2016, a U.S. withholding tax at a 30% rate will be imposed on the gross proceeds from a disposition of our shares paid to such a foreign financial institution or such a non-financial foreign entity. If payment of withholding taxes is required, non-U.S. shareholders that are otherwise eligible for an exemption from, or

reduction of, U.S. withholding taxes with respect to such dividends and proceeds will be required to seek a refund from the IRS to obtain the benefit of such exemption or reduction. We will not pay any additional amounts in respect of any amounts withheld. Prospective shareholders should consult their tax advisors regarding the possible implications of these new withholding rules on their investment in our common shares.

Information with Respect to Foreign Financial Assets

Under recently enacted legislation, individuals who own “specified foreign financial assets” with an aggregate value in excess of $50,000 are generally required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions. Our common shares may be subject to these rules if they are held in a financial account maintained by a foreign financial institution. U.S. holders who are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of our common shares.

Legislative or Other Actions Affecting REITs

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to the federal tax laws and interpretations of federal tax laws could adversely affect an investment in our common shares.

VALIDITY OF COMMON STOCK

The validity of the shares of common stock being offered herein and the certain federal tax matters related to our qualification as a REIT will be passed upon for us by Honigman Miller Schwartz and Cohn LLP, Detroit, Michigan. Certain members of Honigman and their families own beneficial interests of less than 1% of our common stock. Jeffrey H. Miro, a partner of Honigman Miller Schwartz and Cohn LLP, is our corporate Secretary.

EXPERTS

The consolidated financial statements and schedules of Taubman Centers, Inc. as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2011, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2011 excluded internal controls of Taubman TCBL, acquired by the Company in December 2011. The assets and owners' equity of the acquired business were $26 million and $24 million at December 31, 2011, respectively. The acquisition of Taubman TCBL had an immaterial impact on the Company's consolidated net income during the year ended December 31, 2011. KPMG LLP's audit of internal control over financial reporting of Taubman Centers, Inc. also excluded an evaluation of the internal control over financial reporting of Taubman TCBL.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS



Item. 14. Other Expenses of Issuance and Distribution. The following table sets forth all expenses in connection with the distribution of the securities being registered. All amounts shown below are estimates (and remain subject to future contingencies):
Securities and Exchange Commission registration fee	$	13,963
Accountants' fees and expenses	$	15,000
Legal fees and expenses	$	60,000
Miscellaneous	$	4,000
Total	$	92,963

Item 15. Indemnification of Directors and Officers.

Under Sections 561-571 of the Michigan Business Corporation Act, directors and officers of a Michigan corporation may be entitled to indemnification by the corporation against judgments, expenses, fines and amounts paid by the director or officer in settlement of claims brought against them by third persons or by or in the right of the corporation if those directors and officers acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation or its shareholders.

The Restated Articles of Incorporation (the “Articles”) of Taubman Centers, Inc. (the “Registrant”) provide that no director of the Registrant shall be liable to the Registrant or the shareholders for monetary damages for breach of the director's fiduciary duty. Such provision does not limit a director's liability to the Registrant or its shareholders resulting from:

(i) a breach of the director's duty of loyalty to the Registrant or its shareholders;

(ii) acts or omissions of the director not in good faith or that involve intentional misconduct or knowing violation of the law;

(iii) a violation of Section 551(1) of the Michigan Business Corporation Act (relating to unlawful payments of dividends); or

(iv) a transaction from which the director derived an improper personal benefit.

The Articles provide for mandatory indemnification by the Registrant of the directors (or in a similar capacity for subsidiaries or certain other entities) to the fullest extent permitted or not prohibited by existing law or to such greater extent as may be permitted or not prohibited under succeeding provisions of law. The Articles provide that the Registrant shall pay the expenses incurred by a director of the Registrant (or in a similar capacity for subsidiaries or certain other entities) in defending a civil or criminal action, suit, or proceeding involving such person's acts or omissions as a director of the Registrant (or in a similar capacity for subsidiaries or certain other entities).

The Articles provide the Registrant with the authority to indemnify any officer of the Registrant (or of a subsidiary), if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant or its shareholders and, with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a court, indem-nification of an officer shall be made by the Registrant only as authorized in a specific case upon the determination that indemnification of the officer is proper in the circumstances because he or she has met the applicable standard of conduct. The Articles authorize the Registrant to pay the expenses incurred by an officer in defending a civil or criminal action, suit, or proceeding in advance of the final disposition thereof, upon receipt of an undertaking by or on behalf of such officer to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the Registrant. Such undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

The Registrant has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Registrant or is liable as a director of the Registrant, or is or was serving, at the request of the Registrant, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, regardless of whether the Registrant would have power to indemnify him or her against such liability.

The Registrant has purchased a policy of directors' and officers' insurance that insures both the Registrant and its officers and directors against expenses and liabilities of the type normally insured against under such policies, including the expenses of the indemnification described above.

Any underwriting agreement that we may enter into in connection with any sale of securities hereunder may provide that the underwriters are obligated, under certain circumstances to indemnify our directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act. To the extent we enter into any such agreement, we will file it as an exhibit to a Current Report on Form 8-K, which will be incorporated by reference into this registration statement.

Item 16. Exhibits.

The list of exhibits is incorporated by reference to the Index to Exhibits on page II-5.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

II- 2

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x), for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date it is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is a part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or the prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer to sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant herby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II- 3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on December 27, 2012.

TAUBMAN CENTERS, INC.

By: /s/ Lisa A. Payne

Lisa A. Payne

Vice Chairman and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Robert S. Taubman and Lisa A. Payne, or any of them, each with full power of substitution, to execute in the name and on behalf of such person any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.



Signature	Title	Date
/s/ Robert S. Taubman Robert S. Taubman	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)		December 27, 2012
/s/ Lisa A. Payne Lisa A. Payne	Vice Chairman, Chief Financial Officer and Director (Principal Financial Officer)		December 27, 2012
/s/ William S. Taubman William S. Taubman	Chief Operating Officer and Director		December 27, 2012
/s/ Esther R. Blum Esther R. Blum	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)		December 27, 2012
/s/ Graham Allison Graham Allison	Director		December 27, 2012
/s/ Jerome Chazen Jerome A. Chazen	Director		December 27, 2012
/s/ Craig M. Hatkoff Craig M. Hatkoff	Director		December 27, 2012
/s/ Peter Karmanos, Jr. Peter Karmanos, Jr.	Director		December 27, 2012
/s/ William U. Parfet William U. Parfet	Director		December 27, 2012
/s/ Ronald W. Tysoe Ronald W. Tysoe	Director		December 27, 2012

II- 4



INDEX TO EXHIBITS
Exhibit No.		Exhibit
3.1		Restated Articles of Incorporation, as amended as of August 14, 2012, of Taubman Centers, Inc.(incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on August 14, 2012)

3.2		Restated By-Laws of Taubman Centers, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on December 16, 2009)

5*		Opinion of Honigman Miller Schwartz and Cohn LLP regarding the validity of the common stock

8*		Opinion of Honigman Miller Schwartz and Cohn LLP regarding certain federal tax matters

10.1		Acquisition Agreement between Davis Street Land Company of Tennessee, L.L.C., as Trustee of The Green Hills Mall Trust, Davis Street Land Company of Tennessee II, L.L.C., as Trustee of GH II Trust, Gardens SPE II, LLC, and El Paseo Land Company, L.L.C and The Taubman Realty Group Limited Partnership, dated September 30, 2011 (incorporated herein by reference to Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)

10.2		First Amendment to the Acquisition Agreement between Davis Street Land Company of Tennessee, L.L.C., as Trustee of The Green Hills Mall Trust, Davis Street Land Company of Tennessee II, L.L.C., as Trustee of GH II Trust, Gardens SPE II, LLC, and El Paseo Land Company, L.L.C and The Taubman Realty Group Limited Partnership, dated December 21, 2011 (incorporated herein by reference to Exhibit 10.17.1 to the Company's Annual Report on Form 10-K/A for the year ended December 31, 2011)

10.3*		The Third Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, dated December 12, 2012.

23.1*		Consent of KPMG LLP

23.2*		Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibits 5 and 8)

24*		Power of Attorney (included on the signature page in Part II of the registration statement)

*Filed Herewith

II- 5

Exhibit 5



	313-465-7000 Fax: 313-465-8000 www.honigman.com

December 27, 2012

Taubman Centers, Inc.

200 East Long Lake Road, Suite 300

Bloomfield Hills, MI 48304-2324

Ladies and Gentlemen:

We have acted as counsel to Taubman Centers, Inc., a Michigan corporation (the “ Company ”), in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) on December 27, 2012, of a Registration Statement on Form S-3ASR (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), and the prospectus included in the Registration Statement (the “ Prospectus ”), pursuant to which a maximum of 1,319,716 shares of the Company's common stock, par value of $0.01 per share (the “ Shares ”), may be offered and sold from time to time by certain selling shareholders named therein (the “ Selling Shareholders ”). The Selling Shareholders will have received such shares of common stock in exchange for units of partnership interest in The Taubman Realty Group Limited Partnership (“ Partnership Units ”) and in exchange for shares of Series B Non-Participating Convertible Preferred Stock of the Company (“ Series B Shares ”).

The law covered by the opinion expressed in this opinion letter is limited to the federal laws of the United States and the laws of the State of Michigan.

Based on our examination of such documents and other matters as we deem relevant, we are of the opinion that the Shares covered by the Registration Statement and the related Prospectus have been duly authorized and, when they are issued, delivered and transferred by the Company to the Selling Shareholders in exchange for Partnership Units or Series B Shares, as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Honigman Miller Schwartz and Cohn LLP

c: MKB/CAM/REW/MSB

2290 First National Building · 660 Woodward Avenue ∙ Detroit, Michigan 48226-3506

(313)465-7000

Detroit ∙ Lansing ∙ Oakland County ∙ Ann Arbor ∙ Kalamazoo

Exhibit 8



	313-465-7000 Fax: 313-465-8000 www.honigman.com

December 27, 2012

Taubman Centers, Inc.

200 East Long Lake Road

Suite 300

Bloomfield Hills, Michigan 48304-2324


Re:	Certain Federal Income Tax Matters

Ladies and Gentlemen:

We have acted as counsel to Taubman Centers, Inc., a Michigan corporation that has made an election to be treated as a real estate investment trust (“REIT”) for federal income tax purposes (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) on December 27, 2012, of a Registration Statement on

Form S-3 ASR (the “Registration Statement”) under the Securities Act of 1933, as amended, pursuant to which shares of the Company's common stock may be offered from time to time by certain holders of units of partnership interest in The Taubman Realty Group Limited Partnership (the “Partnership”) that have the right to exchange their units for shares of the Company's common stock. This opinion, regarding certain federal income tax matters, is being rendered to the Company pursuant to the Company's request.

We have also acted as counsel to the Company in connection with the preparation of the section captioned “Material U.S. Federal Income Tax Consequences” of the Registration Statement.

In rendering the opinions stated below, we have examined and, with your consent, relied on the following documents:


(i)	Restated Articles of Incorporation of the Company, dated October 31, 2011;


(ii)	Second Amendment and Restatement of Agreement of Limited Partnership of the Partnership, dated September 30, 1998, as had been amended through December 11, 2012 (the “Second A&R Partnership Agreement”);


(iii)	Third Amendment and Restatement of Agreement of Limited Partnership of the Partnership, dated December 12, 2012 (the “Third A&R Partnership Agreement”);


(iv)	The Operating Agreement of The Taubman Company LLC (the “Manager”), dated October 30, 2001, as had been amended through December 29, 2011 (the “Operating Agreement”);

2290 First National Building · 660 Woodward Avenue ∙ Detroit, Michigan 48226-3506

(313)465-7000

Detroit ∙ Lansing ∙ Oakland County ∙ Ann Arbor ∙ Kalamazoo



H ONIGMAN

December 27, 2012

Page 2


(v)	The Amended and Restated Operating Agreement of the Manager dated December 30, 2011 (the “A&R Operating Agreement”);


(vi)	Amended and Restated Certificate of Incorporation of T-I REIT, Inc. (“T-I REIT”), dated November 17, 1999, as had been amended through the date of T-I REIT's liquidation on December 28, 2010;


(vii)	The Registration Statement;


(viii)	A letter of even date to us from Lisa A. Payne, Vice Chairman and Chief Financial Officer of the Company, containing certain written representations of the Company (“Certificate of Representations”); and


(ix)	Such other records, certificates and documents as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

In our examination of the foregoing documents, we have assumed, with your consent, that (i) the documents are original documents, or true and accurate copies of original documents, and have not been subsequently amended, (ii) the signatures on each original document are genuine, (iii) where any such document required execution by a person, the person who executed the document had proper authority and capacity, (iv) all representations and statements set forth in such documents are and will be true and correct, (v) where any such document imposes obligations on a person, such obligations have been or will be performed or satisfied in accordance with their terms, (vi) the Company, the Partnership, and the Manager at all times have been and will be organized and operated in accordance with the terms of such documents, as applicable, and (vii) T-I REIT at all times had been organized and operated in accordance with the terms of such documents, as applicable, through the date of T-I REIT's liquidation on December 28, 2010. We have not independently investigated or made separate inquiry into any of the representations, facts or assumptions set forth in such documents or any other documents. We have, consequently, assumed and relied on the Company's representations that the information presented in the foregoing documents or otherwise furnished to us completely and accurately describes all material facts relevant to our opinions. Without limiting the foregoing, we have assumed that all statements and descriptions of the past and intended future activities of the Company and its affiliates in the Certificate of Representations are true and accurate, and that all representations that speak in the future, or to the intention or expectation, or to the best of the belief and knowledge of any person(s) are and will be true, correct, and complete as if made without such qualification. No facts have come to our attention, however, that would cause us to question the accuracy or completeness of such facts, assumptions, or documents in a material way.

Our opinions are based on the assumptions that (i) the Company has been and will continue to be operated in accordance with the laws of the State of Michigan, (ii) the Partnership has been and will continue to be operated in accordance with the laws of the State of Delaware, (iii) the Manager has been and will continue to be operated in accordance with the laws of the State of Delaware, and (iv) T-I REIT had been

2290 First National Building · 660 Woodward Avenue ∙ Detroit, Michigan 48226-3506

(313)465-7000

Detroit ∙ Lansing ∙ Oakland County ∙ Ann Arbor ∙ Kalamazoo



H ONIGMAN

December 27, 2012

Page 3

operated in accordance with the laws of the State of Delaware through the date of T-I REIT's liquidation on December 28, 2010.

Our opinions are also based on the assumptions that (i) the Company has been and will continue to be operated in the manner described in the relevant organizational documents, (ii) from September 30, 1998, until the effective date of the Third A&R Partnership Agreement, the Partnership had been operated in the manner described in the Second A&R Partnership Agreement, (iii) the Partnership has, since the effective date of the Third A&R Partnership Agreement, been and will continue to be operated in the manner described in the Third A&R Partnership Agreement, (iv) from October 30, 2001, until the effective date of the A&R Operating Agreement, the Manager had been operated in the manner described in the Operating Agreement, (v) the Manager has, since the effective date of the A&R Operating Agreement, been and will continue to be operated in the manner described in the A&R Operating Agreement, and (vi) T-I REIT had been operated in the manner described in the relevant organizational documents through the date of T-I REIT's liquidation on December 28, 2010.

In rendering the opinions stated below, we have also considered and relied on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder (the “Regulations”), administrative rulings and the other interpretations of the Code and Regulations by the courts and the Internal Revenue Service (the “IRS”), all as they exist as of the date hereof. It should be noted, however, that the Code, Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. We can give no assurance, therefore, that legislative enactments, administrative changes or court decisions may not be forthcoming that would modify or supersede the opinions stated herein. In addition, there can be no assurance that positions contrary to our opinions will not be taken by the IRS, or that a court considering the issues will not hold contrary to such opinions. Moreover, the opinions set forth below represent our conclusions based upon the documents, facts, assumptions, and representations referred to above. Any material amendments to such documents or changes in any significant facts after the date hereof, or inaccuracy of such assumptions or representations, could affect the opinions referred to herein.

We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein.

Based on and subject to the foregoing, we are of the opinion that:

1. The Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, effective for each of its taxable years ended December 31, 2008 through December 31, 2011, and its past, current and proposed method of operation will enable the Company to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2012 and thereafter. The Company's qualification as a REIT under the Code will depend on the

2290 First National Building · 660 Woodward Avenue ∙ Detroit, Michigan 48226-3506

(313)465-7000

Detroit ∙ Lansing ∙ Oakland County ∙ Ann Arbor ∙ Kalamazoo



H ONIGMAN

December 27, 2012

Page 4

Company's ability to meet, through actual operating results, the applicable asset composition, source of income, stockholder diversification, distribution and other requirements of the Code and Regulations necessary for REIT qualification. We will not review such operating results and, accordingly, no assurance can be given that the actual results of the Company's operations for any taxable year satisfy or will satisfy the requirements for REIT qualification or will be consistent with the representations made to us with respect thereto.


2.	The discussion under the caption “Material U.S. Federal Income Tax Consequences” in the Registration Statement, to the extent it constitutes descriptions of legal matters or legal conclusions, is accurate in all material respects.

Other than as expressly stated above, we express no opinion as to any other federal income tax issue or matter relating to the Company. We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to Honigman Miller Schwartz and Cohn LLP under the sections captioned “Material U.S. Federal Income Tax Consequences” and “Validity of Common Stock” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Commission thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of matters stated, represented, covenanted, or assumed herein or any subsequent changes in applicable law. This opinion is issued to you in connection with the filing of the Registration Statement and may not be used or relied upon by any other person or for any other purpose without our express written consent.

Very truly yours,

HONIGMAN MILLER SCHWARTZ AND COHN LLP

DSL:AZD:MSB

2290 First National Building · 660 Woodward Avenue ∙ Detroit, Michigan 48226-3506

(313)465-7000

Detroit ∙ Lansing ∙ Oakland County ∙ Ann Arbor ∙ Kalamazoo

Exhibit 10.3

THE THIRD AMENDMENT AND RESTATEMENT

AGREEMENT OF LIMITED PARTNERSHIP

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

a Delaware limited partnership

December 12, 2012

TABLE OF CONTENTS

THE THIRD AMENDMENT AND RESTATEMENT

AGREEMENT OF LIMITED PARTNERSHIP

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

a Delaware limited partnership



			Page

I-	CONTINUATION; CHANGE OF JURISDICTION; NAME; PRINCIPAL OFFICE; AGENT FOR SERVICE OF PROCESS; FILING

	Section 1.1	Continuation; Change of Jurisdiction ..................................................		3
	Section 1.2	Name ...................................................................................................		3
	Section 1.3	Principal Office; Agent for Service of Process .....................................		3
	Section 1.4	Filing of Certificate(s) as Required ......................................................		3
	Section 1.5	Term ...................................................................................................		4
	Section 1.6	Title to Partnership Property ...............................................................		4

II-	Definitions ...................................................................................................................			5

III-	PURPOSES AND POWERS; PARTNERSHIP ONLY FOR PURPOSES SPECIFIED; REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS

	Section 3.1	Purposes and Powers of the Partnership ...........................................		19
	Section 3.2	Partnership Only for Purposes Specified ............................................		23
	Section 3.3	Representations and Warranties by the Partners; Certain Covenants ...........................................................................................		23
	Section 3.4	Real Estate Investment Trust Requirements ......................................		24
	Section 3.5	ERISA Requirement ............................................................................		25

IV-	CAPITAL CONTRIBUTIONS; OPENING CAPITAL ACCOUNT BALANCES; PREFERRED EQUITY; ANTICIPATED FINANCING; CAPITAL ACCOUNTS; PARTNERSHIP INTERESTS; UNITS OF PARTNERSHIP INTEREST; PERCENTAGE INTERESTS; PARTNERSHIP INTEREST CERTIFICATES; PURCHASE OF FRACTIONAL UNITS; ADJUSTMENT OF UNITS OF PARTNERSHIP INTEREST.

	Section 4.1	Capital Contributions; Opening Capital Account Balances; Preferred Equity ..................................................................................		26
	Section 4.2	Anticipated Financing ..........................................................................		26
	Section 4.3	No Right to Withdraw Capital; No Requirement of Further Contributions .......................................................................................		27



	Section 4.4	No Interest on Capital Contributions or Capital Accounts ...................	27
	Section 4.5	Capital Accounts .................................................................................	27
	Section 4.6	Partnership Interests; Units of Partnership Interest; Percentage Interests ..............................................................................................	29
	Section 4.7	Partnership Interest Certificates; .........................................................	29
	Section 4.8	Purchase of Fractional Units of Partnership Interest; Adjustment of Units of Partnership Interest ................................................................	30

V-	ALLOCATIONS; DISTRIBUTIONS; BANK ACCOUNTS; BOOKS OF ACCOUNT; TAX RETURNS; ACCOUNTING AND REPORTS; PARTNERSHIP FISCAL YEAR

	Section 5.1	Allocations .............................................................................................	32
	Section 5.2	Distributions ........................................................................................	36
	Section 5.3	Guaranteed Payments; TCO's Right to Convert .................................	38
	Section 5.4	Bank Accounts and Other Investments ...............................................	38
	Section 5.5	Books of Account ................................................................................	39
	Section 5.6	Tax Returns .........................................................................................	39
	Section 5.7	Accounting and Reports, Etc ..............................................................	39
	Section 5.8	Partnership Fiscal Year .......................................................................	40

VI-	MANAGEMENT; AUTHORITY AND AUTHORIZED ACTIONS BY THE MANAGING GENERAL PARTNER; EXTRAORDINARY TRANSACTIONS; ANNUAL BUDGET; NOTICES; STANDARD OF CONDUCT; MASTER SERVICES AGREEMENT AND CORPORATE SERVICES AGREEMENT; ABSENCE OF AUTHORITY OF PARTNERS OTHER THAN THE MANAGING GENERAL PARTNER; FIDELITY BONDS AND INSURANCE; ENGAGEMENT OF PARTNERS' AFFILIATES; INDEMNITY AND REIMBURSEMENT; TAX MATTERS PARTNER.

	Section 6.1	Management; Authority and Authorized Actions by the Managing General Partner ...................................................................................	41
	Section 6.2	Delegation of Authority and Designation of Officers ............................	42
	Section 6.3	Compensation of Certain Employees of the Manager; Issuance of Incentive Options ................................................................................	42
	Section 6.4	Annual Budget; Notices ......................................................................	43
	Section 6.5	Master Services Agreement and Corporate Services Agreement; Engagement of Partners' Affiliates ......................................................	43
	Section 6.6	Absence of Authority of Non-Managing Partners; Limited Rights of Parity Preferred Partners ....................................................................	44
	Section 6.7	Fidelity Bonds and Insurance ..............................................................	44
	Section 6.8	Execution of Legal Instruments ...........................................................	44
	Section 6.9	Indemnity and Reimbursement; Advancement of Expenses and Insurance ...........................................................................................	45
	Section 6.10	Tax Matters Partner .............................................................................	45

VII-	OTHER VENTURES .....................................................................................................		47

VIII-	TRANSFERS OF UNITS OF PARTNERSHIP INTEREST; SUBSTITUTION OF PARTNERS; ADDITIONAL PARTNERSHIP INTERESTS; CONVERSION OF PARTNERSHIP INTERESTS.



	Section 8.1	Transfers ..............................................................................................	48
	Section 8.2	Substitution of Partners ........................................................................	50
	Section 8.3	Failure or Refusal to Grant Consent ...................................................	51
	Section 8.4	Issuance of Additional Interests to TCO and Other Persons or of Incentive Interests to Certain Persons ................................................	52
	Section 8.5	Conversion of Partnership Interests ....................................................	53

IX-	WITHHOLDING ..............................................................................................................		54

X-	DISABLING EVENT OR EVENT OF WITHDRAWAL IN RESPECT OF A PARTNER; SUCCESSION OF INTERESTS.

	Section 10.1	Disabling Event or Event of Withdrawal in Respect of a Partner ........	55
	Section 10.2	References to “Partner” and “Partners” in the Event of Successors ...	56
	Section 10.3	Waiver of Dissolution if Transfer is in Full Compliance with Agreement; Negation of Right to Dissolve Except as Herein Provided; No Withdrawal .....................................................................	57

XI-	TERMINATION OF THE PARTNERSHIP, WINDING UP, AND LIQUIDATION.

	Section 11.1	Liquidation of the Assets of the Partnership and Disposition of the Proceeds Thereof ................................................................................	58
	Section 11.2	Cancellation of Certificates .................................................................	59
	Section 11.3	Return of Capital .................................................................................	59

XII-	POWER OF ATTORNEY ..............................................................................................		60

XIII-	MISCELLANEOUS.

	Section 13.1	Notices ................................................................................................	61
	Section 13.2	Applicable Law ...................................................................................	61
	Section 13.3	Entire Agreement ................................................................................	61
	Section 13.4	Word Meanings; Gender .....................................................................	61
	Section 13.5	Section Titles .......................................................................................	62
	Section 13.6	Waiver ..................................................................................................	62
	Section 13.7	Separability of Provisions ....................................................................	62
	Section 13.8	Binding Agreement ..............................................................................	62
	Section 13.9	Equitable Remedies ............................................................................	62
	Section 13.10	Partition .................................................................................................	62
	Section 13.11	Amendment .........................................................................................	63
	Section 13.12	No Third Party Rights Created Hereby ...............................................	63
	Section 13.13	Liability of Partners ..............................................................................	63
	Section 13.14	Additional Acts and Instruments ..........................................................	64
	Section 13.15	Agreement in Counterparts .................................................................	64
	Section 13.16	Attorneys-In-Fact .................................................................................	64
	Section 13.17	Execution by Trustee ...........................................................................	64
	Section 13.18	Lost Partnership Interest Certificates ..................................................	64



Schedule A	Certain Interests of Partners in Tenants of Regional Centers
Schedule B	Designated Properties

Exhibit A	Form of Partnership Interest Certificate

THE THIRD AMENDMENT AND RESTATEMENT

AGREEMENT OF LIMITED PARTNERSHIP

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

a Delaware limited partnership

THIS THIRD AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP (hereinafter, as the same may be amended and/or supplemented, referred to as this "Agreement" ) is made the 12th day of December, 2012, by, between, and among TAUBMAN CENTERS, INC. ( "TCO" ), a Michigan corporation, and TG PARTNERS, LLC ( "TG" ), a Delaware limited liability company as successor by conversion to TG Partners Limited Partnership, a Delaware limited partnership (“TG Partners”), who as the Appointing Persons pursuant to Section 13.11 of the Second Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, as amended (the “Second Amended and Restated Partnership Agreement” ), have the full power and authority to amend the Second Amended and Restated Partnership Agreement on behalf of all of the partners of The Taubman Realty Group Limited Partnership (the “ Partnership ”) with respect to the matters herein provided.

RECITALS:

A. On September 30, 1998, TCO, TG Partners, and Taub-Co Management, Inc., a Michigan corporation (“ Taub-Co ”), entered into the Second Amended and Restated Partnership Agreement as an amendment and restatement of the then-existing partnership agreement, as authorized under Section 13.11 of such agreement.

B. On March 4, 1999, TCO, TG Partners, and Taub-Co entered into a First Amendment to the Second Amended and Restated Partnership Agreement to facilitate a proposed pledge of Units of Partnership Interest in the Partnership, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement.

C. On September 3, 1999, TCO, TG Partners, and Taub-Co entered into a Second Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to provide for the contribution of preferred capital in exchange for a preferred equity interest referred to as the Parity Preferred Equity and pursuant to which the 9% Series C Cumulative Redeemable Preferred Equity and the 9% Series D Cumulative Redeemable Preferred Equity have been issued.

D . On May 2, 2003, TCO, TG Partners, and Taub-Co entered into a Third Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to provide for the issuance of Series E Units of Partnership Interest in exchange for a contribution of cash to the Partnership and for certain other reasons.

E . On December 31, 2003, TCO, TG Partners, and Taub-Co entered into a Fourth Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to change the term of the Partnership, amend Schedule B (formerly, Schedule E), and for certain other reasons.

F. On February 1, 2005, TCO, TG Partners, and Taub-Co entered into a Fifth Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to evidence the conversion of the Series E Units of Partnership Interest to Units of Partnership Interest and for certain other reasons.

G. On March 29, 2006, TCO, TG Partners, and Taub-Co entered into a Sixth Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to amend certain schedules to the Agreement.

H. On December 14, 2007, TCO, TG Partners, and Taub-Co entered into a Seventh Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to amend certain notice provisions regarding distributions and the timing of certain distributions within the Partnership's fiscal year and within thirty (30) days thereafter.

I. On December 21, 2011, TCO, TG Partners, and Taub-Co entered into an Eighth Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Partnership Agreement, to make certain clarifying changes and to provide for and limit the consent and approval rights of (i) certain Limited Partners who acquired Units of Partnership Interest pursuant to that certain Acquisition Agreement, dated September 30, 2011, between Davis Street Land Company of Tennessee, L.L.C., as Trustee of The Green Hills Mall Trust, Davis Street Land Company of Tennessee II, L.L.C., as Trustee of GH II Trust, Gardens SPE II, LLC, and El Paseo Land Company, LLC, as Seller (the “ Sellers ”), and TRG, as Buyer, as amended, and (ii) those Limited Partners who succeed to the Units of Partnership Interest acquired by the Sellers.

J. On December 30, 2011, TCO and TG Partners entered into a Ninth Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Partnership Agreement, to reflect the liquidation of Taub-Co and its distribution of its Units of Partnership Interest to Taub-Co Management IV, Inc., a Michigan corporation, to make certain conforming changes, and to delete Annex I, Annex II, and Annex III to the Partnership Agreement as a result of the Partnership's redemption or purchase of all outstanding series Parity Preferred Equity.

K . On August 14, 2012, TCO and TG entered into a Tenth Amendment to the Second Amended and Restated Partnership Agreement, as authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, to align the terms of TCO's Preferred Equity in the Partnership with the terms of the 6.5% Series J Cumulative Redeemable Preferred Stock issued by TCO on the date of such amendment.

L. As authorized under Section 13.11 of the Second Amended and Restated Partnership Agreement, the parties hereto wish to further amend and restate the Second Amended and Restated Partnership Agreement in its entirety.

NOW, THEREFORE , the parties hereto agree that the Second Amended and Restated Partnership Agreement is hereby further amended and restated in its entirety to read as follows:

CONTINUATION; CHANGE OF JURISDICTION; NAME; PRINCIPAL OFFICE;

AGENT FOR SERVICE OF PROCESS; FILING OF CERTIFICATE(S);

TERM; TITLE TO PARTNERSHIP PROPERTY.

Section 1.1 Continuation; Change of Jurisdiction.

The parties hereto do hereby continue the Partnership as a Delaware limited partnership pursuant to the applicable laws of the State of Delaware, including the Delaware Revised Uniform Limited Partnership Act as in effect in the State of Delaware, all as the same may be amended from time to time (all of such laws being hereinafter referred to as the "Partnership Law" ), upon the terms and conditions herein set forth. If the Managing General Partner shall cause the Partnership to change its jurisdiction, by merger, consolidation, or in any other fashion or manner, the Partnership Law shall, for all purposes of this Agreement, refer to the applicable laws of the new jurisdiction, as the same may be amended from time to time. Without any further act, approval or vote of the Partners, the Managing General Partner shall be authorized on behalf of the Partners and the Partnership, as the case may be, to amend and/or restate this Agreement and the Certificate of Limited Partnership, and to execute a plan of merger or similar document, and all other documents determined by the Managing General Partner, in all such cases as shall be necessary to effect solely a change of jurisdiction.

Section 1.2 Name.

The name of the Partnership is "The Taubman Realty Group Limited Partnership" or such other name or names as the Managing General Partner shall select from time to time in compliance with the Partnership Law. The Managing General Partner shall send written notice of any such name change to the Partners.

Section 1.3 Principal Office; Agent For Service of Process.

The principal office of the Partnership is located at 200 East Long Lake Road, Bloomfield Hills, Michigan 48304, or at such other address(es) as shall be designated from time to time by the Managing General Partner with written notice thereof by the Managing General Partner to the other Partners. The address of the office of the Partnership in the State of Delaware required to be maintained pursuant to the Partnership Law is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805, or such other address(es) as may be designated from time to time by the Managing General Partner, with written notice thereof by the Managing General Partner to the other Partners. The name and address of the registered agent for service of process on the Partnership in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805, or such other agent and address as may be designated from time to time by the Managing General Partner in compliance with the Partnership Law, with written notice thereof by the Managing General Partner to the other Partners.

Section 1.4 Filing of Certificate(s) as Required.

The Managing General Partner has caused or shall cause the execution and filing of an appropriate partnership and/or assumed or fictitious name certificate or certificates, or like instrument or instruments, or other filings or applications, at any time and from time to time as required by the Partnership Law or the law of any applicable jurisdiction in connection with the existence or activities or business of the Partnership, a change in the jurisdiction of the Partnership, and/or the use of a name (which name may be different than the name of the Partnership), and all amendments thereto of record. Copies of such certificates, instruments or other filings or applications shall be furnished on a timely basis to all Partners.

Section 1.5 Term.

The term of the Partnership shall end, and the Partnership shall dissolve, on the first to occur of (i) the recordation of the last (or only) deed, or the execution and delivery of the last (or only) assignment, completing the conveyance and transfer by the Partnership of all property (other than cash and cash equivalents) owned by the Partnership to one or more bona fide purchasers for value, or if such purchaser or purchasers give the Partnership a purchase money obligation, then upon the payment in full by such purchaser or purchasers of such obligation or upon the disposition for cash of such obligation, provided that neither a sale and leaseback by the Partnership nor any other transfer of title for financing purposes or pursuant to the provisions of Section 1.6 hereof, shall be deemed to be a sale for the purpose of dissolving and terminating the Partnership, (ii) the occurrence of any event which would, under the terms of this Agreement or the Partnership Law, result in the dissolution of the Partnership; provided, however, that the term of the Partnership shall not end and the Partnership shall not be dissolved upon the occurrence of such an event if the Partnership is continued as provided in this Agreement, or (iii) an entry of a decree of judicial dissolution pursuant to §17-802 of the Partnership Law.

Section 1.6 Title to Partnership Property.

All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership of such property. The Partnership may hold any of its property in its own name or in the name of one or more nominees.

II.

DEFINITIONS.

Unless the context in which a term is used clearly indicates otherwise, the following terms have the following respective meanings when used in this Agreement, and the singular shall include the plural and vice versa, unless the context requires otherwise:

"AAT" means A. Alfred Taubman.

"AAT Affiliates" means AAT, and any Affiliate of AAT or of any member of his Immediate Family.

"Additional Interest" is defined in Section 8.4(a) hereof.

"Additional Required Amount" means, for the relevant period, an amount, as set forth in the Additional Required Amount Notice, equal to the greater of (i) the Tax Liability and (ii) the Net Capital Gain.

"Additional Required Amount Notice" is defined in Section 6.4 hereof.

"Additional Tax" is defined in Article IX hereof.

”Adjusted Capital Account Balance” means a Partner's Capital Account balance increased by the sum of (i) any amount of cash or property such Partner is unconditionally obligated to restore upon liquidation of the Partnership and (ii) such Partner's share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain.

"Affiliate" and "Affiliates" means, (i) with respect to any individual, any member of such individual's Immediate Family, a Family Trust with respect to such individual, and any Person (other than an individual) in which such individual and/or his Affiliate(s) owns, Directly or Indirectly, more than fifty percent (50%) of any class of Equity Security or of the aggregate Beneficial Interest of all beneficial owners, or in which such individual or his Affiliate is the sole general partner, or is the sole managing general partner, or is the sole managing member, or which is Controlled By such individual and/or his Affiliates; and (ii) with respect to any Person (other than an individual), any Person (other than an individual) which Controls, is Controlled By, or is Under Common Control With, such Person and any individual who is the sole general partner, the sole managing general partner, or the sole managing member of, or who Controls, such Person.

"Affiliate Financing" means financing or refinancing obtained from a Partner or an Affiliate of a Partner by the Partnership or an Owning Entity, as the case may be.

"Agreement" is defined in the Preamble to this Agreement.

"Alternative Minimum Tax Distribution Amount" means, for each Partnership Fiscal Year, an amount equal to the quotient obtained by dividing (i) the alternative minimum tax (as determined pursuant to Sections 55 through 59 of the Code) of TCO for such Partnership Fiscal Year, by (ii) the Percentage Interest of TCO on the Relevant Date.

"Annual Budget" is defined in Section 6.4 hereof.

"Annual Development Budget" is defined in Section 6.4 hereof.

"Annual Operating Budget" is defined in Section 6.4 hereof.

"Appointing Person" means TCO and TG for so long as the aggregate Percentage Interest held by Original Partner Affiliates and TTC Affiliates is not less than seven and 7/10ths percent (7.7%), determined by

including the total number of Units of Partnership Interest over which Original Partner Affiliates and TTC Affiliates have Incentive Options to the extent such Incentive Options are vested.

"Assigned Interest" is defined in Section 8.3(b) hereof.

"Bankrupt" or "Bankruptcy" as to any Person means (i) applying for or consenting to the appointment of, or the taking of possession by, a receiver, custodian, trustee, administrator, liquidator, or the like of itself or of all or a substantial portion of its assets, (ii) admitting in writing its inability, or being generally unable or deemed unable under any applicable law, to pay its debts as such debts become due, (iii) convening a meeting of creditors for the purpose of consummating an out-of-court arrangement, or entering into a composition, extension, or similar arrangement, with creditors in respect of all or a substantial portion of its debts, (iv) making a general assignment for the benefit of its creditors, (v) placing itself or allowing itself to be placed, voluntarily or involuntarily, under the protection of the law of any jurisdiction relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vi) taking any action for the purpose of effecting any of the foregoing, or (vii) if a proceeding or case shall be commenced against such Person in any court of competent jurisdiction, seeking (x) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts, of such Person, (y) the appointment of a trustee, receiver, custodian, administrator, liquidator, or the like of such Person or of all or a substantial portion of such Person's assets, or (z) similar relief in respect of such Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed for a period of ninety (90) Days, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for a period of sixty (60) Days, or an order for relief or other legal instrument of similar effect against such Person shall be entered in an involuntary case under such law and shall continue unstayed and in effect for a period of sixty (60) Days.

"Beneficial Interest" means an interest, whether as partner, joint venturer, cestui que trust , or otherwise, a contract right, or a legal or equitable position under or by which the possessor participates in the economic or other results of the Person (other than an individual) to which such interest, contract right, or position relates.

"Best Efforts" is defined to require that the obligated party make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require any material expenditure of funds or the incurrence of any material liability on the part of the obligated party, nor does it require that the obligated party act in a manner which would otherwise be contrary to prudent business judgment or normal commercial practices in order to accomplish the objective. The fact that the objective is not actually accomplished is no indication that the obligated party did not in fact utilize its Best Efforts in attempting to accomplish the objective.

"Book Value" and "Book Values" are defined in Section 4.5(b) hereof.

"Business Day" means any Day that is not a Saturday, Sunday, or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York.

"Capital Account" is defined in Section 4.5(a) hereof.

"Code" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

"Communication" and "Communications" are defined in Section 13.1(a) hereof.

"Conditional Transfer Determination" is defined in Section 8.1(h) hereof.

"Control(s)" (and its correlative terms "Controlled By" and "Under Common Control With" ) means, with respect to any Person (other than an individual), possession by the applicable Person or Persons of the

power, acting alone (or, solely among such applicable Person or Persons, acting together), to designate and direct or cause the designation and direction of the management and policies thereof, whether through the ownership of voting securities, by contract, or otherwise.

“Davis Street Limited Partners” means, initially, Davis Street Land Company of Tennessee, L.L.C., as Trustee of The Green Hills Mall Trust, Davis Street Land Company of Tennessee II, L.L.C., as Trustee of GH II Trust, Gardens SPE II, LLC, and El Paseo Land Company, LLC, and thereafter, any Limited Partner who acquires directly or indirectly Units of Partnership Interest from the foregoing Persons or as an assignee of any such Limited Partner.

"Day" or "Days" means each calendar day, including Saturdays, Sundays, and legal holidays; provided, however, that if the Day on which a period of time for consent or approval or other action begins or ends is not a Business Day, such period shall begin or end, as applicable, on the next Business Day.

"Deficiency Dividend" means, for any Partnership Fiscal Year, an amount equal to the quotient obtained by dividing (i) the adjustment (as defined in Section 860(d)(2) of the Code) in respect of a determination (as defined in Section 860(e) of the Code) in respect of TCO for such Partnership Fiscal Year, by (ii) the Percentage Interest of TCO on the Relevant Date.

"Deficiency Dividend Notice" is defined in Section 6.4 hereof.

"Depreciation" means for each Partnership Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable under the Code with respect to an asset for such year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Book Value using any reasonable method selected by the Managing General Partner.

”Designation, Distribution, Redemption, Exchange, and Consent Provisions” means those certain provisions to be set forth in an Annex attached hereto and incorporated herein by reference, which Annex serves as a further amendment to the Partnership Agreement.

"Designee Notice" is defined in Section 5.2(b) hereof.

"Development Opportunities" means any regional retail shopping center developments and opportunities (through contract, option, or other rights) to develop, redevelop, or expand regional retail shopping centers, including in all such cases Peripheral Property in respect thereof, in which the Partnership has a Direct or Indirect ownership interest and which is not yet a Regional Center. Reference to a Development Opportunity includes any one of the Development Opportunities.

"Development Opportunity Interest" or "Development Opportunity Interests" means the interest or interests in a Development Opportunity or Development Opportunities then held by the Partnership either Directly or Indirectly as the holder of a Beneficial Interest, Directly or Indirectly, in an Owning Entity or Owning Entities that own a Development Opportunity or Development Opportunities.

"Direct or Indirect" or "Directly or Indirectly" , (x) when used with respect to a Person's, a Partner's, or the Partnership's interest in another partnership, limited liability company, or joint venture which owns a Development Opportunity or a Regional Center, or a Development Opportunity Interest or a Regional Center Interest, means and includes all interests of, and acting in respect of all interests of, the partner or partners or member or members therein, whether as an owner or ground lessee, as a partner, member, or joint venturer of a partnership, limited liability company, or joint venture which owns a Development Opportunity

or a Regional Center, as a stockholder of a corporation which in turn owns an interest in a partnership, limited liability company, or joint venture having an interest, direct or indirect, in a Development Opportunity or a Regional Center, and as a beneficiary of a trust which has legal title to a Development Opportunity or a Regional Center or owns a partnership interest, limited liability company interest, or joint venture interest in a partnership, limited liability company, or joint venture which owns a Development Opportunity or a Regional Center, in each such case as the context requires, and (y) when used in Section 3.3(a) and Section 3.3(b) hereof, also means constructive ownership determined by applying Section 318(a) of the Code as modified by Section 856(d)(5) of the Code.

"Disabled Partner," "Disabled General Partner," and "Disabled Limited Partner" are defined in Section 10.1(a)(2) hereof.

"Disabling Event" is defined in Section 10.1(a)(1) hereof.

"Distribution Date" is defined in Section 5.2(a)(ii) hereof.

"Dollars" or "$" means United States dollars.

"Effective Date" means November 30, 1992.

"Equity Security" has the meaning ascribed to it in the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder (and any successor laws, rules and regulations of similar import).

"Equity Shares" means the shares of the common stock of TCO.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding law).

"Estimated Minimum Distribution Amount" means, for each Partnership Fiscal Year, an amount equal to the greater of (i) the quotient obtained by dividing (1) the sum of (x) TCO's allocable share of the Partnership's estimated Real Estate Investment Trust Taxable Income for such Partnership Fiscal Year (determined without regard to any deduction for dividends paid (as defined in Section 561 of the Code) but determined by taking into account any depreciation deductions available to TCO as a result of adjustments to basis under Section 734 or Section 743 of the Code), and by excluding any net capital gain (as defined in Section 1222(11) of the Code), and (y) TCO's allocable share of the Partnership's estimated net income from foreclosure property for such Partnership Fiscal Year, minus TCO's allocable share of the Partnership's estimated excess noncash income (as determined under Section 857(e) of the Code), if any, for such Partnership Fiscal Year, by (2) the Percentage Interest of TCO on the Relevant Date, and (ii) the estimated Ordinary Tax Liability for such Partnership Fiscal Year.

"Event of Withdrawal" is defined in Section 10.1(a)(5) hereof.

"Excise Tax Distribution Amount" means, for each Partnership Fiscal Year, an amount equal to the quotient obtained by dividing (i) the excise tax imposed pursuant to Section 4981(a) of the Code on TCO for such Partnership Fiscal Year, by (ii) the Percentage Interest of TCO on the Relevant Date.

"Extraordinary Transaction" means (i) a sale, exchange, or other disposition (including the encumbering) of all or substantially all of the Partnership's assets or of any designated property described on Schedule B hereto, (ii) a merger (including a triangular merger), consolidation, or other combination of the Partnership with another Person, or the conversion (through a tax election or otherwise) of the Partnership into another form of entity for legal or tax purposes, (iii) an issuance of Additional Interests to any Person (including a Partner) other than to TCO pursuant to (x) the terms of the Parity Preferred Equity, if any, or (y) the terms of the Preferred Equity) such that such Person together with any of such Person's Affiliates would own a

Percentage Interest in excess of five percent (5%), (iv) the placing of the Partnership into Bankruptcy, (v) a recapitalization of the Partnership, or (vi) the dissolution of the Partnership, in each such case in any one (1) transaction or series of transactions.

"Family Trust" means, with respect to an individual, a trust for the benefit of such individual or for the benefit of any member or members of such individual's Immediate Family or for the benefit of such individual and any member or members of such individual's Immediate Family (for the purpose of determining whether or not a trust is a Family Trust, the fact that one or more of the beneficiaries (but not the sole beneficiary) of the trust includes a Person or Persons, other than a member of such individual's Immediate Family, entitled to a distribution after the death of the settlor if he, she, it, or they shall have survived the settlor of such trust, which distribution may be made of something other than a Partnership Interest and/or includes an organization or organizations exempt from federal income taxes pursuant to the provisions of Section 501(a) of the Code and described in Section 501(c)(3) of the Code, shall be disregarded); provided, however, that in respect of transfers by way of testamentary or inter vivos trust, the trustee or trustees shall be solely such individual, a member or members of such individual's Immediate Family, a responsible financial institution, an attorney that is a member of the Bar of any State in the United States, and/or an individual or individuals approved by the Managing General Partner.

”Fractional Unit” means a portion of, or less than the whole of, a Unit of Partnership Interest.

"GAAP" means generally accepted accounting principles, consistently applied in the United States.

"General Partner" and "General Partners" are (i) those Persons identified as such on the Partnership Interest Ledger on the date of this Agreement, in their capacities as general partners of the Partnership, (ii) the successors to any portion or all of the Partnership Interest of those Persons identified as General Partners on the Partnership Interest Ledger on the date of this Agreement who are admitted to the Partnership as general partners pursuant to Section 8.2 hereof, and (iii) any Person to whom an Additional Interest as a general partner is issued pursuant to Section 8.4 hereof and who is admitted to the Partnership as a general partner pursuant to Section 8.2 hereof.

"Gross Income" means the income of the Partnership determined pursuant to Section 61 of the Code before deduction of items of expense or deduction.

"Guaranteed Payment" means, as to each series of Preferred Equity, the applicable Preferred Rate multiplied by the balance of such series of Preferred Equity during the period to which the Guaranteed Payment relates, commencing on the date of the contribution of such Preferred Equity pursuant to Section 4.1(b) hereof, determined on the basis of a year of three hundred sixty (360) Days, consisting of twelve (12), thirty (30)-day months, cumulative to the extent not paid in any given month pursuant to Section 5.3 hereof.

"Immediate Family" means, with respect to a Person, (i) such Person's spouse (former or then current), (ii) such Person's parents and grandparents, and (iii) ascendents and descendants (natural or adoptive, of the whole or half blood) of such Person's parents or of the parents of such Person's spouse (former or then current).

"Incentive Interest" is defined in Section 8.4(b) hereof.

"Incentive Options" is defined in Section 6.3 hereof.

"Incentive Option Plan" means an incentive option plan or plans (whether now existing or hereafter established) pursuant to which the Partnership has granted or shall grant Incentive Options, as the same may be amended from time to time.

"Income Source Tax Distribution Amount" means, for each Partnership Fiscal Year, an amount equal to the quotient obtained by dividing (i) the tax, if any, of TCO calculated pursuant to Section 857(b)(5) of the Code for such Partnership Fiscal Year, by (ii) the Percentage Interest of TCO on the Relevant Date.

”Indemnified Person” means each Partner (other than a Parity Preferred Partner), each officer, each member of the TCO Board, each member of any committee established by the TCO Board, each Person designated or delegated by a Partner (other than a Parity Preferred Partner), an officer, the TCO Board, or a member of a committee established by the TCO Board, and each employee, partner, principal, shareholder, agent, director, or officer of a Partner (other than a Parity Preferred Partner).

"Knowing” means with respect to any Person that is an individual, the conscious awareness by such Person of the matter at issue.

"Limited Partner" and "Limited Partners" are (i) those Persons identified as such on the Partnership Interest Ledger on the date of this Agreement, in their capacities as limited partners of the Partnership, (ii) the successors to any portion or all of the Partnership Interest of those Persons identified as Limited Partners on the Partnership Interest Ledger on the date of this Agreement who are admitted to the Partnership as limited partners pursuant to Section 8.2 hereof, (iii) any Parity Preferred Partner and any permitted transferee of a Parity Preferred Partner who has been admitted to the Partnership as a limited partner pursuant to Section 8.2 hereof, and (iv) any Person to whom an Additional Interest as a limited partner is issued pursuant to Section 8.4 hereof and who is admitted to the Partnership as a limited partner pursuant to Section 8.2 hereof.

"Liquidator" is defined in Section 11.1(a).

"Losses" is defined in Section 5.1(a) hereof.

“Majority in Interest of the Davis Street Limited Partners” means, from time to time, those Davis Street Limited Partners holding in excess of fifty percent (50%) of the aggregate Percentage Interests held by all the Davis Street Limited Partners.

"Majority in Interest of the Non-Managing Partners" means those Non-Managing Partners holding in excess of fifty percent (50%) of the aggregate Percentage Interests held by all such Non-Managing Partners.

"Major Stores" means those stores occupied by a single Person, the gross leasable floor area of which is in excess of forty thousand (40,000) square feet.

"Manager" means that Person who has by written contract with the Partnership agreed to provide management, administration, leasing and development services for the properties of the Partnership. On the date of this Agreement, the Manager is TTC pursuant to the Master Services Agreement.

"Managing General Partner" means TCO, as defined in the Preamble to this Agreement.

"Master Services Agreement" means the management, administration, leasing and development services agreement dated as of November 30, 1992, between the Partnership and TTC, engaging TTC as the Manager, as the same has been and may be further amended from time to time, or any agreement entered into hereafter in replacement thereof.

"Minimum Distribution Amount" means, for each Partnership Fiscal Year, an amount equal to the greater of (i) the quotient obtained by dividing (1) the sum of (x) TCO's allocable share of the Partnership's Real Estate Investment Trust Taxable Income for such Partnership Fiscal Year (determined without regard to any deduction for dividends paid (as defined in Section 561 of the Code) but determined by taking into account any depreciation deductions available to TCO as a result of adjustments to basis under Section 734 or Section 743 of the Code), and by excluding any net capital gain (as defined in Section 1222(11) of the Code),

and (y) TCO's allocable share of the Partnership's net income from foreclosure property for such Partnership Fiscal Year, minus TCO's allocable share of the Partnership's excess noncash income (as determined under Section 857(e) of the Code), if any, for such Partnership Fiscal Year, by (2) the Percentage Interest of TCO on the Relevant Date, and (ii) the Ordinary Tax Liability for such Partnership Fiscal Year.

"Minimum Distribution Amount Adjustment" means, for each Partnership Fiscal Year, an amount, as set forth in the Minimum Distribution Amount Adjustment Notice, equal to the excess (if any) of (i) the sum of (1) the Minimum Distribution Amount for such Partnership Fiscal Year, (2) the Net Capital Gain for such Partnership Fiscal Year, (3) the Prohibited Transaction Tax Distribution Amount for such Partnership Fiscal Year, (4) the Income Source Tax Distribution Amount for such Partnership Fiscal Year, (5) the Alternative Minimum Tax Distribution Amount for such Partnership Fiscal Year, and (6) the Excise Tax Distribution Amount for such Partnership Fiscal Year, over (ii) the amount of cash actually distributed to the Partners pursuant to Section 5.2(a) hereof in respect of such Partnership Fiscal Year.

"Minimum Distribution Amount Adjustment Notice" is defined in Section 6.4 hereof.

"Minimum Gain" means an amount determined in accordance with Regulations Section 1.704-2(d) by computing, with respect to each Nonrecourse Liability of the Partnership, the amount of gain, if any, that the Partnership would realize if it disposed of the property subject to such liability for no consideration other than full satisfaction thereof, and by then aggregating the amounts so computed.

"Minimum Gain Chargeback" is defined in Section 5.1(d)(1) hereof.

"Net Capital Gain" means, for the relevant period, an amount equal to the quotient obtained by dividing (i) the net capital gain (as defined in Section 1222(11) of the Code) that is allocable to TCO for such period, by (ii) the Percentage Interest of TCO on the Relevant Date.

"Non-Managing Partners" means all of the Partners other than the Managing General Partner and other than any Parity Preferred Partner.

"Nonrecourse Deductions" is defined in Regulations Section 1.704-2(b)(1).

“Nonrecourse Liabilities” and ”Nonrecourse Liability” are defined in Regulations Section 1.704-2(b)(3).

"Ordinary Tax Liability" means, for each Partnership Fiscal Year, an amount equal to the product of (1) the highest individual federal income tax rate applicable to ordinary income in effect for such Partnership Fiscal Year, and (2) the largest quotient obtained by dividing (a) each Partner's allocable share of the taxable income of the Partnership for such Partnership Fiscal Year, determined by taking into account allocation of items of income and deduction pursuant to Section 704(c) of the Code, except to the extent that (x) the Partnership has made or is required to make a payment to such Partner, by way of indemnification or otherwise, with respect to such income, or (y) such Partner has agreed not to include such income in the calculation of the Ordinary Tax Liability, and by (i) excluding any items giving rise to a capital gain or a capital loss and (ii) taking into account any depreciation deductions available to such Partner as a result of adjustments to basis under Section 734 or Section 743 of the Code, by (b) such Partner's Percentage Interest on the Relevant Date.

"Original Assignor" is defined in Section 8.3(b) hereof.

"Original Partner" means each of those Partners who were listed on the Partnership Interest Ledger on the Effective Date, other than TCO.

"Original Partner Affiliates" means AAT Affiliates, each Original Partner, and any Affiliate of an Original Partner or of any member of an Original Partner's Immediate Family.

"Other Retail Property" or "Other Retail Properties" means a developed regional retail shopping center or centers, whether part of a mixed-use property or not, having a gross leasable area (including space occupied by Major Stores) in excess of Two Hundred Thousand (200,000) square feet.

"Owning Entity" means any Person, other than the Partnership, owning a Development Opportunity or a Regional Center, provided that the Partnership holds, Directly or Indirectly, a Beneficial Interest in such Person. Reference to the Owning Entities includes each Owning Entity.

"Owning Entity Agreement" means an agreement, in whatever form embodied (including, without limitation, within the partnership agreement, limited liability company agreement, or other document forming or governing an Owning Entity), providing for management, administration, leasing and/or development and/or like services between an Owning Entity and Taub-Co or TTC, including any such agreement entered into by an Owning Entity with Taub-Co prior to the Effective Date.

"Parity Preferred Equity" means, on any date, an amount equal to the aggregate contributions to the capital of the Partnership made pursuant to Section 4.1(c) hereof, to the extent such Parity Preferred Equity has not been redeemed or converted to Additional Interests pursuant to Section 8.1(c) hereof. Each contribution of Parity Preferred Equity shall be designated as a separate series, e.g., the 8.2% Series F Cumulative Redeemable Preferred Equity was called “Series F” because such series was convertible into Series F Preferred Stock of TCO.

“Parity Preferred Equity Balances” means, on any date and as to any series of Parity Preferred Equity, an amount equal to the then aggregate Capital Account balances of the Parity Preferred Partners of such series. Reference to a Parity Preferred Equity Balance includes any one of the Parity Preferred Equity Balances.

"Parity Preferred Partner" and “Parity Preferred Partners” are (i) that Person or those Persons who shall contribute Parity Preferred Equity to the Partnership pursuant to Section 4.1(c) hereof, and (ii) TCO in the event that it acquires any portion or all of the Partnership Interest(s) of the Person(s) identified in clause (i) hereof.

"Parity Preferred Return" means, as to each series of Parity Preferred Equity, the cumulative return to a series based upon the product of the Parity Preferred Rate for such series and the amount of capital contributed with respect to such series (taking into account any redemptions or conversions to Additional Interests, pursuant to Section 8.1(c) hereof) during the period to which the Parity Preferred Return relates, commencing on the date of the contribution of such Parity Preferred Equity pursuant to Section 4.1(c) hereof, determined on the basis of a year of three hundred sixty (360) Days, consisting of twelve (12), 30-day months, cumulative to the extent not paid in any given quarter pursuant to Section 5.2(a)(i) hereof. Any Unpaid Parity Preferred Return shall not itself bear interest or be subject to any Parity Preferred Rate. Reference to Parity Preferred Returns includes each Parity Preferred Return.

"Parity Preferred Rate" means a fixed rate per annum (together with all other provisions), specified by the Appointing Persons, acting unanimously, in the Designation, Distribution, Redemption, Exchange, and Consent Provisions, as to a given series.

“Parity Related Issue” means the series of preferred shares of TCO into which a series of Parity Preferred Equity may be converted in accordance with the Designation, Distribution, Redemption, Exchange, and Consent Provisions for such series.

"Partner" and "Partners" are (i) those Persons identified as Partners on the Partnership Interest Ledger on the date of this Agreement, (ii) the successors to any portion or all of the Partnership Interest of those Persons identified as Partners on the Partnership Interest Ledger on the date of this Agreement who are admitted to the Partnership as a partner or partners pursuant to Section 8.2 hereof, (iii) any Parity Preferred Partner and any permitted transferee of a Parity Preferred Partner who has been admitted to the Partnership as a limited partner pursuant to Section 8.2 hereof, and (iv) any Person to whom a Partnership Interest has

been issued pursuant to Section 8.4 hereof and who is admitted to the Partnership as a partner pursuant to Section 8.2 hereof.

"Partner Nonrecourse Debt" is defined in Regulations Section 1.704-2(b)(4).

"Partner Nonrecourse Debt Minimum Gain" is defined in Section 5.1(d)(2) hereof.

"Partner Nonrecourse Deduction" is defined in Regulations Section 1.704-2(i).

"Partnership" means The Taubman Realty Group Limited Partnership, a Delaware limited partnership.

"Partnership Accountants" means Deloitte & Touche and its successors, or any firm of independent certified public accountants of recognized national standing selected by the Managing General Partner.

"Partnership Fiscal Year" means the calendar year.

"Partnership Interest" is defined in Section 4.6(a) hereof.

"Partnership Interest Certificate" and "Partnership Interest Certificates" are defined in Section 4.7 hereof.

"Partnership Interest Ledger" means a ledger maintained at the principal office of the Partnership that shall set forth, among other things, the name and address of each Partner and the nature of the Partnership Interest of each Partner, the number of Units of Partnership Interest held by each Partner, if any, and the current Percentage Interest of each Partner, if any.

"Partnership Law" is defined in Section 1.1 hereof.

"Percentage Interest" is defined in Section 4.6(b) hereof.

"Peripheral Property" means the real property adjacent or related to a Development Opportunity or a Regional Center, owned by the Partnership or an Owning Entity and improved or unimproved and held as distinct from or in some manner differentiated from, but intended as integrated with, the Regional Center (or anticipated Regional Center).

“Permitted Transferee” is defined in Section 8.1(b) hereof.

"Person" or "Persons" means an individual, a partnership (general or limited), limited liability company, 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.

"Pledge" means a pledge or grant of a mortgage, security interest, lien or other encumbrance in respect of a Partnership Interest.

“Pledgee” is defined in Section 8.1(b) hereof.

“Pledge Units” is defined in Section 8.1(b) hereof.

"Preferred Equity" means, on any date, an amount equal to the aggregate contributions to the capital of the Partnership made by TCO pursuant to Section 4.1(b) hereof, to the extent such contributions have not yet been converted to Additional Interests pursuant to Sections 5.3 and 8.4 hereof. Each contribution of Preferred Equity shall be designated as a separate series, e.g. , Series A Preferred Equity.

"Preferred Rate" means, a fixed rate per annum, specified by TCO as to a given series of Preferred Equity, which rate shall be equal to the dividend rate for the Related Issue.

"Primarily Engaged" means, with respect to a private or public Person (other than an individual), that (i) Other Retail Properties held by such Person (other than an individual) at the relevant time represent at least twenty-five percent (25%) of the value of all of the assets of such Person (other than an individual), or (ii) at least twenty-five percent (25%) of the average annual gross revenues of such Person (other than an individual) during the immediately preceding twenty-four (24) month period were derived from the development and/or management of Other Retail Properties not owned by such Person (other than an individual), or (iii) if each of the percentages determined under clauses (i) and (ii) is less than twenty-five percent (25%), the percentages determined under both clauses (i) and (ii) in the aggregate equal at least forty-five percent (45%).

"Profits" is defined in Section 5.1(a) hereof.

"Prohibited Transaction” means such term as defined in Section 857(b)(6)(B)(iii) of the Code.

"Prohibited Transaction Tax Distribution Amount" means, for each Partnership Fiscal Year, an amount equal to the quotient obtained by dividing (i) one hundred percent (100%) of the net income of TCO derived from prohibited transactions (as defined in Section 857(b)(6)(B)(i) of the Code) for such Partnership Fiscal Year, by (ii) the Percentage Interest of TCO on the Relevant Date.

"Qualified Appraiser" means a Third Party designated by the Managing General Partner and who is a member in good standing of the American Institute of Real Estate Appraisers, or a Member, Appraisal Institute (or a member of the successor to either such organization).

"Qualified Institutional Transferee" means (a) so long as its ownership interest in the Partnership would, after giving effect to a Transfer, consist solely of a Partnership Interest as a Parity Preferred Partner, any Parity Preferred Partner, and (b) any transferee of a Partnership Interest that is or are (i) a pension fund, profit-sharing fund or similar fund, or an organization or organizations exempt from federal income taxes pursuant to the provisions of Section 501(a) of the Code and described in Section 501(c)(3) of the Code, in each such case possessing more than Fifty Million Dollars ($50,000,000) in assets, (ii) an organization described in Section 509 of the Code, and having a Partner as a "substantial contributor" (as defined in Section 507(d)(2) of the Code), (iii) pooled funds for Keogh plans, individual retirement plans, profit-sharing plans, pension plans or similar tax-exempt plans, in each such case possessing more than One Hundred Million Dollars ($100,000,000) in assets, (iv) insurance companies or banks, in each such case possessing more than Two Billion Dollars ($2,000,000,000) in assets, (v) a domestic entity organized as a mutual fund or registered investment company in each case possessing more than One Hundred Million Dollars ($100,000,000) in assets, (vi) any other Person (a "QIT Entity" ), all the Beneficial Interests in which at the time of such Transfer and thereafter are owned by one or more of the foregoing, or (vii) a QIT Entity that has as one (1) or more of its constituent partners, a foreign entity that is organized as a mutual fund or investment company that is not Primarily Engaged and, in each such case, that possesses more than One Hundred Million Dollars ($100,000,000) in assets, provided that such QIT Entity is at no time a nonresident alien, foreign corporation, foreign trust, or foreign estate, within the meaning of Section 7701 of the Code; provided that a Transfer to such transferee will not cause a prohibited transaction (as defined in Section 4975(c) of the Code or Section 406 of ERISA) to occur.

"QIT Entity" is defined in the definition of "Qualified Institutional Transferee."

"REAs" means reciprocal easement and operating or like agreements.

"Real Estate Investment Trust" means such term as defined in Section 856 of the Code.

"Real Estate Investment Trust Taxable Income" means such term as defined in Section 857(b)(2) of the Code.

"Record Partner" means a Person set forth as a Partner on the books and records of the Partnership. No Person other than a Person that was a Partner on the Effective Date shall be a Record Partner until such Person has become a substitute Partner in the Partnership pursuant to Section 8.2 hereof, or has acquired an Additional Interest, or an Incentive Interest pursuant to Section 8.4 hereof and, in each such case, has become a Partner in the Partnership pursuant to Section 8.4 hereof. Notwithstanding the foregoing, a Parity Preferred Partner is a Record Partner.

"Regional Center Interest" or "Regional Center Interests" means the interest or interests in a Regional Center or Regional Centers then held by the Partnership either Directly or Indirectly as the holder of a Beneficial Interest, Directly or Indirectly, in an Owning Entity or Owning Entities that own or owns a Regional Center or Regional Centers.

"Regional Centers" means those regional retail shopping centers, including Peripheral Property in respect thereof, and any other real property owned, acquired and/or developed by the Partnership, provided that some portion of the enclosed mall portion thereof is open for business to the public generally, in each case for so long as the Partnership has a Direct or Indirect Beneficial Interest therein. Reference to a Regional Center includes any one of the Regional Centers.

"Regulations" (including Temporary Regulations or Proposed Regulations) means Department of Treasury regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

"REIT Requirements" is defined in Section 3.4 hereof.

"Related Issue" and "Related Issues" are defined in Section 4.1(b) hereof.

"Relevant Date" means, (i) with respect to a Minimum Distribution Amount, the date of the Annual Budget setting forth such amount, or the date of an amendment thereto which provides a change in such amount, (ii) with respect to an Additional Required Amount, the date of the Additional Required Amount Notice in respect thereof, and (iii) with respect to a Minimum Distribution Amount Adjustment, or any component thereof, or a Tax Adjustment Amount, the date of the TCO Information Notice in respect thereof.

"Representative" is defined in Section 10.1(a)(3) hereof.

“Required Distribution Amount” means an amount, as set forth in the Annual Budget, equal to the aggregate cash (or cash per Unit of Partnership Interest) to be distributed to the Partners for such Partnership Fiscal Year, as such amount may be increased or decreased from time to time by the Managing General Partner, in consultation with the Manager, but in no event less than the Estimated Minimum Distribution Amount.

“Second Amended and Restated Partnership Agreement” is defined in the Preamble to this Agreement.

"Successor" is defined in Section 10.1(a)(4) hereof.

"Successor General Partner" is defined in Section 10.1(b) hereof.

"Taub-Co" is defined in Recital A.

"Tax Adjustment Amount" means, for each Partnership Fiscal Year, an amount equal to the excess (if any) of (i) the sum of (x) TCO's Real Estate Investment Trust Taxable Income for such Partnership Fiscal Year (determined without regard to any deduction for dividends paid (as defined in Section 561 of the Code) but determined by taking into account any depreciation deductions available to TCO as a result of adjustments to basis under Section 734 or Section 743 of the Code), and by excluding any net capital gain (as defined

in Section 1222(11) of the Code), and (y) TCO's net income from foreclosure property for such Partnership Fiscal Year, minus its excess noncash income (as determined under Section 857(e) of the Code) for such Partnership Fiscal Year, over (ii) the sum of (A) TCO's allocable portion of the Required Distribution Amount distributed to TCO during such Partnership Fiscal Year, and (B) TCO's allocable portion of the Minimum Distribution Amount Adjustment distributed to TCO during the current Partnership Fiscal Year, to the extent such Minimum Distribution Amount Adjustment was a distribution in respect of those amounts determined under subclauses (x) and (y) of clause (i) hereof.

"Tax Adjustment Notice" is defined in Section 6.4 hereof.

“Tax Liability” means, for the relevant period, the product of (i) the highest individual federal income tax rate applicable to capital gains (taking into account the relevant holding period for the applicable asset) in effect for such period, and (ii) the largest quotient obtained by dividing (a) each Partner's (other than TCO's) allocable share of net capital gain (as defined in Section 1222(11) of the Code) of the Partnership for such period, by (b) such Partner's (other than TCO's) Percentage Interest on the Relevant Date, taking into account allocations of gain pursuant to Section 704(c) of the Code and any basis adjustments available to such Partner under Section 734 or Section 743 of the Code, except that a Partner's allocation of gain shall not be taken into account to the extent that (x) the Partnership has made or is required to make, by way of indemnification or otherwise, a payment to such Partner with respect to an allocation of gain, or (y) such Partner has otherwise agreed not to include the gain allocable to such Partner in the calculation of the Tax Liability; provided, however, that in no event shall the Tax Liability for any period exceed the cash proceeds received or to be received by the Partnership on the sale during such period of capital assets.

"Tax Matters Partner" is defined in Section 6.10(a) hereof.

"TCO" means Taubman Centers, Inc., a Michigan corporation.

"TCO Board" means the Board of Directors of TCO.

"TCO Information Notice" is defined in Section 5.7(b) hereof.

"TG" is defined in the Preamble to this Agreement.

“ TG Partners ” is defined in the Preamble to this Agreement.

"Third Party" or "Third Parties" means a Person or Persons who is or are neither a Partner or Partners nor an Affiliate or Affiliates of a Partner or Partners.

"Third Party Financing" means financing or refinancing obtained from a Third Party by the Partnership or an Owning Entity, as the case may be.

"Transfer" means any assignment, sale, transfer, conveyance, Pledge, grant of an option or proxy, or other disposition or act of alienation, whether voluntary or involuntary, or by operation of law.

"Transfer Determination" is defined in Section 8.1(b) hereof.

"TTC" is The Taubman Company LLC, a Delaware limited liability company, its successors and assigns, the present constituency of which is the Partnership, Taub-Co Management IV, Inc., a Delaware corporation, and Taub-Co Holdings LLC, a Delaware limited liability company.

"TTC Affiliates" means all officers and employees of TTC for so long as they are actively employed by TTC, and for so long as any of such individuals are included within such definition of TTC Affiliates, any Affiliate of such individual. Reference to a TTC Affiliate includes any one of the TTC Affiliates.

“Unallocated Parity Preferred Return” means, with respect to a series of Parity Preferred Equity, the excess of the Parity Preferred Return with respect to such series over the cumulative amount of allocations pursuant to Section 5.1(b)(1)(B) hereof with respect to such series.

"Unit of Partnership Interest" and "Units of Partnership Interest" are defined in Section 4.6(a) hereof.

“Unpaid Parity Preferred Return” means, with respect to a series of Parity Preferred Equity, the excess of the Parity Preferred Return with respect to such series of Parity Preferred Equity over the cumulative amount of distributions pursuant to Section 5.2(a)(i) with respect to such series.

III.

PURPOSES AND POWERS; PARTNERSHIP ONLY FOR

PURPOSES SPECIFIED; REPRESENTATIONS AND WARRANTIES;

CERTAIN COVENANTS.

Section 3.1 Purposes and Powers of the Partnership.

The Partnership has been formed pursuant to the Partnership Law and continued in accordance with this Agreement for the purposes of (i) owning, operating, maintaining, administering, developing, holding, improving, rehabilitating, redeveloping, renovating, expanding, leasing, mortgaging, selling, exchanging, disposing of, and generally dealing in and with, the Development Opportunities, the Development Opportunity Interests, the Regional Centers, the Regional Center Interests, and any other property owned by the Partnership, (ii) financing or refinancing for any of the foregoing purposes, or for any other purpose in furtherance of, or necessary, convenient, or incidental to the business or requirements of the Partnership, (iii) seeking to acquire, acquiring, obtaining options or other rights to acquire (pursuant to a purchase for cash and/or other consideration, exchange, merger, contribution to the capital of the Partnership, or otherwise) interests in, or in Persons owning, or owning an interest or interests in, regional retail shopping centers (including mixed-use properties the retail component of which is or is anticipated to be of significant value in relation to the value of the entire mixed-use property), or property or properties in anticipation of developing same as a regional retail shopping center or centers, or any other property as shall be specifically, in all such cases, designated from time to time by the Managing General Partner, (iv) holding an interest as a partner (general and/or limited), member of a limited liability company, or shareholder in a management, leasing, development, administrative or other service company, including interests incidental to such interest, and (v) engaging in any other activities (including the ownership of property) that are in furtherance of or necessary or incidental or related to any of the foregoing.

In furtherance of its purposes, but subject to the provisions of this Agreement, the Partnership has the power and is hereby authorized to, Directly or Indirectly:

(i) retain, own, hold, do business with, acquire (pursuant to a purchase for cash and/or other consideration, exchange, merger, contribution to the capital of the Partnership, or otherwise), renovate, rehabilitate, improve, expand, lease, operate, maintain, and administer and sell, convey, assign, exchange, mortgage, finance, refinance, or demolish, or deal in any manner with, a Development Opportunity, a Development Opportunity Interest, a Regional Center, a Regional Center Interest, and any real or personal property used in connection therewith or which may be in furtherance of, or necessary, convenient, or incidental to the accomplishment of, the purposes of the Partnership;

(ii) borrow, including without limitation, borrowing to obtain funds to acquire, own, obtain an option or other right to acquire, develop, and/or improve (including, without limitation, to renovate, rehabilitate, expand, lease, operate, maintain, and administer) a regional retail shopping center or other venture opportunity, a Regional Center, or a Regional Center Interest, and make capital improvements and/or investments in one or more Owning Entities or Regional Centers, and refinance any indebtedness or borrowing in furtherance of, or necessary, convenient, or incidental to the accomplishment of, any purposes or requirements of the Partnership, issue evidences of indebtedness to evidence such borrowings which may be convertible in whole or in part into Partnership Interests (to be issued in accordance with the provisions of Section 8.4 hereof) and which may be unsecured or secured by a mortgage, deed of trust, assignment, pledge, or other lien on a Regional Center or Regional Center Interest or any other asset(s) of the Partnership and/or an Owning Entity, and enter into guaranty agreements and/or indemnity agreements in connection with any such borrowings or in connection with a borrowing by or indebtedness of any other Person in which the Partnership holds an interest;

(iii) contribute to the capital of, or lend to, an Owning Entity, acquire, own, obtain an option or other right to acquire (pursuant to a purchase for cash and/or other consideration, exchange, merger,

contribution to the capital of the Partnership, or otherwise), develop, renovate, rehabilitate, improve, expand, lease, make capital improvements to, satisfy obligations of, or operate a regional retail shopping center, or other venture opportunity, a Regional Center, or a Regional Center Interest;

(iv) seek and/or locate regional retail shopping centers or other venture opportunities that are or are intended to be in furtherance of, or necessary, convenient, or incidental to the accomplishment of, any purposes of the Partnership;

(v) perform and/or engage others to perform studies and/or investigation or analysis of any sort in respect of a possible or proposed regional retail shopping center or other venture opportunity;

(vi) acquire and/or obtain options or other rights to acquire (pursuant to a purchase for cash and/or other consideration, exchange, merger, contribution to the capital of the Partnership, or otherwise) regional retail shopping centers (including interests therein) or other venture opportunities that are or are intended to be in furtherance of, or necessary, convenient, or incidental to the accomplishment of, the purposes of the Partnership, as shall be specifically, from time to time, designated by the Managing General Partner, and enter into and perform any and all agreements, execute any and all instruments and documents, and take any and all actions with respect thereto;

(vii) accept, in exchange for a Partnership Interest and, if desired, admission as a Partner in the Partnership, and as a contribution to the capital of the Partnership, or through the liquidation of a corporation or other entity, or otherwise, regional retail shopping centers, interests in regional retail shopping centers, development or other venture opportunities, or interests in development or other venture opportunities;

(viii) take any action reasonably anticipated to enhance, protect, defend and/or preserve, the value of a Development Opportunity, a Development Opportunity Interest, a Regional Center, a Regional Center Interest or other venture opportunity, or the Partnership and the return to the Partners;

(ix) act as one of the general and/or limited partners or members of, or act as the sole general or limited partner or member of, an Owning Entity and exercise all the powers and authorities given to the Partnership by the partnership agreement, limited liability company agreement, or other governing document covering such Owning Entity, or otherwise own all or any part or portion of a Development Opportunity, a Development Opportunity Interest, a Regional Center, or a Regional Center Interest;

(x) enter into, consent to, and enter into amendments of, any partnership or limited liability company agreement or other governing document covering an Owning Entity or any other agreement to which the Partnership or an Owning Entity is or is to be a party;

(xi) enter into ground leases, as a tenant or landlord, in respect of all or any part or portion of the Partnership's real property;

(xii) convert a Regional Center or a Regional Center Interest, or a part thereof, to condominium or cooperative status;

(xiii) prepay in whole or in part, and refinance, recast, increase, modify, amend, extend, or assign any loan, secured or unsecured, and in connection therewith, execute any extensions, renewals, or modifications of any mortgage or deed of trust or lien securing any such loan;

(xiv) act as one of the general and/or limited partners or members, or shareholders of, or act as the sole general or limited partner or member or shareholder of, or otherwise employ, a management, leasing, development, or other service company, to perform or engage others to perform all activities and services in respect of a Development Opportunity, a Development Opportunity Interest, a Regional Center, or a Regional Center Interest or other venture opportunity, or to perform administrative services for the Partnership and the Managing General Partner, and pay compensation for such services;

(xv) enter into, perform, and carry out contracts or agreements of any kind, including, without limitation, contracts or agreements with a Partner or an Affiliate or Affiliates of a Partner, in furtherance of, or necessary, convenient, or incidental to the accomplishment of, the purposes of the Partnership, including, without limitation, the execution and delivery of all agreements, certificates, instruments, or documents required by lenders or in connection with any mortgage, deed of trust, or assignment;

(xvi) place record ownership to a Development Opportunity, a Development Opportunity Interest, a Regional Center, a Regional Center Interest (or any part thereof), or other venture opportunity, or any other Partnership property in the name or names of a nominee or nominees, or establish a trust ("nominee" or otherwise) to own or hold a Development Opportunity, a Development Opportunity Interest, a Regional Center, or a Regional Center Interest, or any other Partnership property, including to direct, select, and remove the trustee(s) thereof and amend or terminate such trust, all for the purpose of financing or any other convenience;

(xvii) execute contracts with governmental agencies, including, without limitation, any documents required in connection with any debt;

(xviii) execute any lease or leases (without limit as to the term thereof (including beyond the term of the Partnership), whether or not the space so leased is to be occupied by the lessee or, in turn, sub-leased in whole or in part to others) with respect to all or any part of a Development Opportunity, a Development Opportunity Interest, a Regional Center, or a Regional Center Interest;

(xix) obtain, through contract or otherwise, goods and services;

(xx) maintain insurance;

(xxi) invest in, reinvest, and oversee the investment of, cash and cash-like assets;

(xxii) make or revoke any election permitted the Partnership by any taxing or other authority;

(xxiii) grant and enter into and amend REAs and impose restrictions with respect to all or any part of a Development Opportunity, a Development Opportunity Interest, a Regional Center, a Regional Center Interest, Peripheral Property, or other property;

(xxiv) foreclose upon any property;

(xxv) admit a Person as a Partner to the Partnership, or increase or decrease the interest of a Partner in the Partnership, pursuant to the terms of this Agreement;

(xxvi) sell, exchange, or otherwise dispose of, upon any terms, all or any part or portion of Partnership property or the property of an Owning Entity;

(xxvii) enter into, perform, and carry out contracts which may be lawfully carried out or performed by a partnership under applicable laws including, without limitation, the Master Services Agreement;

(xxviii) enter into an agreement to merge with or into another partnership having similar purposes as the Partnership and having the Partnership or such other partnership as the surviving partnership;

(xxix) retain legal counsel, the Partnership Accountants, appraisers, and any other professionals in connection with the business of the Partnership or of an Owning Entity;

(xxx) execute or deliver any assignment for the benefit of creditors of the Partnership or of an Owning Entity;

(xxxi) negotiate with, defend, and resolve all matters with any Person;

(xxxii) sue on, defend, pursue, or compromise any and all claims or liabilities in favor of or against the Partnership or an Owning Entity, submit any or all such claims or liabilities to arbitration, and confess a judgment against the Partnership or an Owning Entity in connection with litigation in which the Partnership or an Owning Entity may be involved;

(xxxiii) take any action and exercise any right (including the assignment or disposition of same) under any contract or agreement to which the Partnership or an Owning Entity is a party;

(xxxiv) terminate, dissolve, and liquidate any Person, including, without limitation, an Owning Entity, and retain and deal in and with the assets (subject to liabilities and obligations) received as a result of any such liquidation;

(xxxv) amend, modify, or terminate and deal in any manner with any instrument, including without limitation, any trust instrument, corporate document, partnership agreement, limited liability company agreement, or joint venture agreement covering or in respect of an Owning Entity, a Development Opportunity, a Development Opportunity Interest, a Regional Center, or a Regional Center Interest;

(xxxvi) indemnify the Indemnified Persons and satisfy such indemnifications from the assets of the Partnership; and

(xxxvii) in addition to the foregoing, take or omit to take any action as may be necessary, convenient, or desirable to further the purposes or intent of the Partnership or of an Owning Entity, and have and exercise all of the powers and rights conferred upon limited partnerships formed pursuant to the Partnership Law.

Section 3.2 Partnership Only for Purposes Specified.

The Partnership shall be a partnership only for the purposes specified in Section 3.1 hereof, and this Agreement shall not be deemed to create a partnership among the Partners with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1 hereof. The Partnership shall be classified as a partnership for federal, state, and local income tax purposes. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit, or assume any obligation or responsibility on behalf of the Partnership, its properties, or any other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness, or obligations incurred pursuant to and as limited by the terms of this Agreement or incurred pursuant to the Partnership Law.

Section 3.3 Representations and Warranties by the Partners; Certain Covenants.

(a) Each Partner that is an individual represents and warrants to each other Partner, that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner's properties is or are bound, or any statute, regulation, order, or other law to which such Partner is subject, (ii) such Partner is not a "foreign person" within the meaning of Section 1445(f) of the Code, (iii) except as specifically provided on Schedule A attached hereto , such Partner does not own, Directly or Indirectly, (1) ten percent (10%) or more of the total combined voting power of all classes of stock entitled to vote, or ten percent (10%) or more of the total value of all classes of stock, of any corporation that is a tenant of a Regional Center, or (2) an interest of ten percent (10%) or more in the assets or net profits of any tenant of a Regional Center, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

(b) Each Partner that is not an individual represents and warrants to each other Partner, that (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including without limitation, that of its general partner(s), committee(s), trustee(s), beneficiaries, directors, and/or shareholder(s), as the case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its partnership agreement, trust agreement, charter, or by-laws, as the case may be, any agreement by which such Partner or any of such Partner's properties or any of its partners, beneficiaries, trustees, or shareholders, as the case may be, is or are bound, or any statute, regulation, order, or other law to which such Partner or any of its partners, trustees, beneficiaries, or shareholders, as the case may be, is or are subject, (iii) such Partner is neither a "foreign person" within the meaning of Section 1445(f) of the Code nor a "foreign partner" within the meaning of Section 1446(e) of the Code, (iv) except as specifically provided on Schedule A attached hereto, such Partner does not own, Directly or Indirectly, (1) ten percent (10%) or more of the total combined voting power of all classes of stock entitled to vote, or ten percent (10%) or more of the total value of all classes of stock, of any corporation that is a tenant of a Regional Center, or (2) an interest of ten percent (10%) or more in the assets or net profits of any tenant of a Regional Center, and (v) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

(c) The representations and warranties contained in Sections 3.3(a) and 3.3(b) hereof shall survive the execution and delivery of this Agreement by each Partner and the dissolution, liquidation and termination of the Partnership; provided, however, that in the event of a breach of any such representation or warranty the sole source of recovery by the Partners shall be a Partner's Partnership Interest.

(d) TCO covenants and agrees that, (i) it will not Directly or Indirectly through ownership of another Person (including a wholly owned direct or indirect subsidiary) engage in any business other than through the Partnership except for the acquisition of businesses held for the sole benefit of the Partnership or a subsidiary partnership or limited liability company, (ii) it will own all Regional Center Interests and Development Opportunity Interests only through the Partnership, (iii) it will not incur any indebtedness for borrowed money other than to effect a distribution to satisfy the REIT Requirements, to contribute or loan such proceeds to the Partnership to accomplish the Partnership's purposes, or to refinance any existing indebtedness of the Partnership, and (iv) it will not assign or otherwise dispose of its right to a Guaranteed Payment or the corresponding series of Preferred Equity or its right to any loan and corresponding interest described in Section 4.1(b) hereof, other then as set forth in Section 5.3 hereof.

(e) Each Parity Preferred Partner owning a series of Parity Preferred Equity covenants and agrees that it will not Transfer its rights to a Parity Preferred Return or the corresponding Parity Preferred Equity other than as set forth in Section 8.1(c) hereof and in accordance with and only to the extent permitted by the Designation, Distribution, Redemption, Exchange, and Consent Provisions relating to the applicable series.

(f) Each Partner hereby acknowledges that no representations as to potential profit, cash flows, or yield, if any, in respect of the Partnership or any one or more or all of the Regional Centers or Regional Center Interests or Development Opportunities or Development Opportunity Interests have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty, express or implied.

Section 3.4 Real Estate Investment Trust Requirements.

Notwithstanding anything to the contrary contained in this Agreement, for so long as TCO is a Partner, the Partnership shall operate in such a manner and the Partnership shall take or omit to take all actions as may be necessary (including making appropriate distributions from time to time), so as to permit TCO (i) to continue to qualify as a Real Estate Investment Trust under Sections 856 through 860 of the Code so long as such requirements exist and as such provisions may be amended from time to time, or corresponding

provisions of succeeding law (the "REIT Requirements" ), and (ii) to minimize its exposure to the imposition of an excise tax under Section 4981(a) of the Code or a tax under Section 857(b)(5) of the Code, so long as such taxes may be imposed and as such provisions may be amended from time to time, or corresponding provisions of succeeding law, each of (i) and (ii) to at all times be determined (a) as if TCO's sole asset is its Partnership Interest, and (b) without regard to the action or inaction of TCO with respect to distributions (by way of dividends or otherwise) and the timing thereof. The Managing General Partner may cause the Partnership to obtain an opinion of tax counsel selected by the Managing General Partner, regarding the impact of any proposed action affecting TCO's continuing ability to qualify as a Real Estate Investment Trust, or its exposure to an excise tax under Section 4981(a) of the Code, or a tax under Section 857(b)(6) of the Code, so long as such taxes exist and as such provisions may be amended from time to time or corresponding provisions of succeeding law.

Section 3.5 ERISA Requirement.

Notwithstanding anything to the contrary contained in this Agreement, in the event and for so long as there is a Limited Partner in the Partnership subject to the provisions of ERISA, the Partnership shall operate, except as to matters existing at the time such Limited Partner is admitted to the Partnership, in such a manner and the Partnership shall take or omit to take all actions as may be necessary so as (i) to permit the Partnership to satisfy the requirements of a "real estate operating company" (as defined by Department of Labor Regulations 29 C.F.R. §2510.3-101), as such requirements exist and as such provisions may be amended from time to time, or corresponding provisions of succeeding law, and (ii) to prevent the occurrence of a "prohibited transaction" (as defined in Section 4975(c) of the Code or Section 406 of ERISA).

IV.

CAPITAL CONTRIBUTIONS; OPENING CAPITAL ACCOUNT BALANCES;

PREFERRED EQUITY; ANTICIPATED FINANCING; CAPITAL ACCOUNTS;

PARTNERSHIP INTERESTS; UNITS OF PARTNERSHIP INTEREST;

PERCENTAGE INTERESTS; PARTNERSHIP INTEREST CERTIFICATES;

PURCHASE OF FRACTIONAL UNITS; ADJUSTMENT OF UNITS OF

PARTNERSHIP INTEREST.


Section 4.1	Capital Contributions; Opening Capital Account Balances; Preferred Equity.

(a) The Partners have contributed to the capital of the Partnership such assets and amounts as set forth on the books and records of the Partnership.

(b) TCO may contribute, from time to time, amounts to the capital of the Partnership as Preferred Equity, which amounts have been obtained from the sale by TCO of any one or more series of shares of preferred stock. In lieu of contributing such proceeds as Preferred Equity, TCO shall have the right to lend such proceeds to the Partnership. Any such loan shall be on the same terms and conditions as the Related Issue except that in lieu of dividends payable by TCO on the Related Issue, interest shall be payable by the Partnership to TCO. The Partnership shall assume and pay the expenses (including applicable underwriter discounts) incurred by TCO in connection with any contributions or loans by TCO to the capital of the Partnership pursuant to this Section 4.1(b). Any such loan made by TCO to the Partnership may at any time be converted by TCO to Preferred Equity pursuant to Section 5.3 hereof. Each contribution or loan made by TCO pursuant to this Section 4.1(b) shall be identified by the series of preferred shares which provided TCO with the funds to contribute or loan to the Partnership; provided, however, if TCO redeems, with the proceeds of the issuance of a new series of preferred shares, the series (or any series in a chain of series) of preferred shares which provided TCO with the funds to contribute or loan to the Partnership, then the contribution or loan made by TCO pursuant to this Section 4.1(b) shall be identified by such new series of preferred shares (each such series of preferred shares hereinafter referred to individually as a “ Related Issue ,” and collectively as the “ Related Issues”) .

(c) With the approval of each of the Appointing Persons, a Person may contribute, from time to time, amounts to the capital of the Partnership as Parity Preferred Equity.

(d) The Capital Account balances of the Partners are as set forth on the books and records of the Partnership.

Section 4.2 Anticipated Financing.

The Partnership may obtain funds which it considers necessary to meet the needs and obligations and requirements of the Partnership, including, without limitation, the Partnership's obligation to lend and/or contribute funds to, or the Partnership's obligations in respect of, an Owning Entity, or to maintain adequate working capital or to repay Partnership indebtedness, and to carry out the Partnership's purposes, from the proceeds of Third Party Financing or Affiliate Financing, in each case pursuant to such terms, provisions, and conditions and in such manner (including the engagement of brokers and/or investment bankers to assist in providing such financing) and amounts as the Managing General Partner shall determine. Any and all funds required or expended, Directly or Indirectly, by the Partnership for capital expenditures may be obtained or replenished through Partnership borrowings. Any Third Party Financing or Affiliate Financing obtained by the Managing General Partner on behalf of the Partnership may be convertible in whole or in part into Additional Interests (to be issued in accordance with Section 8.4 hereof), may be unsecured, may be secured by a mortgage or mortgages, or deed(s) of trust and/or assignments on or in respect of all or any portion of the assets of the Partnership or an Owning Entity, may include or be obtained through the public or private placement of debt and/or other instruments, domestic and foreign, and may include the provision for the option to acquire Additional Interests (to be issued in accordance with Section 8.4 hereof),

and may include the acquisition of or provision for interest rate swaps, credit enhancers, and/or other transactions or items in respect of such Third Party Financing or Affiliate Financing; provided, however, that in no event may the Partnership obtain any Third Party Financing that is recourse to any Partner or any Affiliate, partner, shareholder, beneficiary, principal, officer, or director of any Partner without the consent of the Person or Persons to whom such recourse may be had.

Section 4.3 No Right to Withdraw Capital; No Requirement of Further Contributions.

Except as specifically provided in this Agreement, no Partner (i) shall have the right to withdraw any part of its Capital Account or to demand or receive the return of its capital contributions, or any part thereof, or to receive any distributions from the Partnership, (ii) shall be entitled to make, or have any obligation to make, any contribution to the capital of, or any loan to, or provide a guaranty with respect to any loan to, the Partnership, or (iii) except as provided in Section 11.1(d) hereof, shall have any liability for the return of any other Partner's Capital Account or contributions to the capital of the Partnership. No Partner shall be liable for the liabilities and obligations of the Partnership except as otherwise provided by the Partnership Law; provided, however, that any and all obligations and liabilities to a Partner or an Affiliate of a Partner shall be satisfied solely from Partnership assets and no Partner shall have any personal liability on account thereof.

Section 4.4 No Interest on Capital Contributions or Capital Accounts.

No Partner shall receive any interest or return in the nature of interest on its contributions to the capital of the Partnership, or on the positive balance, if any, in its Capital Account.

Section 4.5 Capital Accounts.

(a) The Partnership shall establish and maintain a separate capital account ( "Capital Account" ) for each Partner, including a substitute partner who shall pursuant to the provisions hereof acquire a Partnership Interest, which Capital Account shall be:

(1) credited with the amount of cash and the initial Book Value (net of liabilities secured by such contributed property that the Partnership assumes or takes subject to) of any other property contributed by such Partner to the capital of the Partnership, such Partner's distributive share of Profits, and any items in the nature of income or gain that are allocated to such Partner pursuant to Section 5.1 hereof, but excluding tax items described in Regulations Section 1.704-1(b)(4)(i); and

(2) debited with the amount of cash and the Book Value (net of liabilities secured by such distributed property that such Partner assumes or takes subject to) of any Partnership property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses, any items in the nature of expenses or losses that are allocated to such Partner pursuant to Section 5.1 hereof, but excluding tax items described in Regulations Section 1.704-1(b)(4)(i), and such Partner's share, determined in accordance with its Percentage Interest, of any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv) (i) .

In the event that a Partner's Partnership Interest or portion thereof is transferred within the meaning of Regulations Section 1.704-1(b)(2)(iv) (l) , the transferee shall succeed to the Capital Account of the transferor to the extent that it relates to the Partnership Interest or portion thereof so transferred.

In the event that the Book Values of Partnership assets are adjusted as described below in Section 4.5(b) hereof, the Capital Accounts of the Partners shall be adjusted simultaneously to reflect the aggregate net adjustments as if the Partnership recognized gain or loss for federal income tax purposes equal to the amount of such aggregate net adjustment.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied as provided in the Regulations. In the event that the Managing General Partner reasonably determines that the manner in which the Capital Accounts, or any debits or credits thereto, are maintained or computed under the Regulations should be further amended, the Managing General Partner shall be authorized, without the approval, consent or act of any of the Partners, to amend this Agreement, provided that such amendment shall not directly and adversely affect the Partnership Interest of a Partner, including without limitation, the right to receive distributions allocable thereto, without the written concurrence of such Partner. In determining whether this Agreement should be amended to reflect the foregoing, the Managing General Partner shall be entitled to rely on the advice of the Partnership Accountants and/or counsel to the Partnership.

(b) Except as otherwise provided in this Agreement, the term "Book Value" or "Book Values" means, with respect to any asset, such asset's adjusted basis for federal income tax purposes, except:

(1) the initial Book Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset;

(2) the Book Value of all Partnership assets may be adjusted to equal their respective gross fair market values as of the following times, as determined by the Managing General Partner (unless such adjustment shall be required by Regulations Section 1.704-1(b)(2)(iv) (f) ): (i) the acquisition from the Partnership, in exchange for more than a de minimis capital contribution, of a Partnership Interest by an additional partner or an additional Partnership Interest by an existing Partner; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property (including money) as consideration for an interest in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii) (g) ;

(3) if the Book Value of an asset has been determined or adjusted as provided in Section 4.5(b)(1) or 4.5(b)(2) hereof, the Book Value of such asset shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses; and

(4) the Book Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution.

(c) In the event that subsequent to the Effective Date any provision of this Article IV requires the determination of the fair market value of any asset, such fair market value shall be as determined by the Managing General Partner and the relevant Partner, provided that (i) such value is reasonably agreed to by such Persons in arm's-length negotiations and (ii) such Persons have sufficiently adverse interests, as provided in Regulations Section 1.704-1(b)(2)(iv) (h) . In the event that the requirements of clauses (i) and (ii) of this Section 4.5(c) are not met, then the fair market value shall be determined by a Qualified Appraiser. The cost of any such appraisal shall be an expense of the Partnership.

Section 4.6 Partnership Interests; Units of Partnership Interest; Percentage Interests.

(a) For the purpose of this Agreement, the term "Partnership Interest" means, with respect to a Partner, such Partner's right to the allocations (and each item thereof) specified in Section 5.1 hereof and distributions from the Partnership, its share of expenditures of the Partnership described in Section 705(a)(2)(B) of the Code (or treated as such under Regulations Section 1.704-1(b)(2)(iv)( i )) and its rights of management, consent, approval, or participation, if any, as provided in this Agreement. Each Partner's Partnership Interest (other than TCO's Preferred Equity and other than a Parity Preferred Partner's Parity Preferred Equity) shall be divided into units (herein referred to collectively as the "Units of Partnership Interest" and individually as a "Unit of Partnership Interest" ). Each Partner's Partnership Interest (other than TCO's Preferred Equity and other than a Parity Preferred Partner's Parity Preferred Equity) shall be

represented by that number of Units of Partnership Interest set forth opposite such Partner's name on the Partnership Interest Ledger, as the Partnership Interest Ledger may be updated from time to time to reflect the provisions of Section 4.8, Article VIII or Article X hereof. The Partnership may issue additional Units of Partnership Interest in accordance with Section 8.4 hereof. The Partnership and TCO shall conduct their respective operations, to the extent they are able to do so, so that one Unit of Partnership Interest will be equal in value to one (1) share of TCO's common stock.

(b) For the purpose of this Agreement, the term "Percentage Interest" means, with respect to each Partner (other than a Parity Preferred Partner), the percentage set forth opposite such Partner's name on the Partnership Interest Ledger, as the Partnership Interest Ledger may be updated from time to time to reflect the provisions of Section 4.8, Article VIII or Article X hereof, and shall at any time be equal to a fraction, the numerator of which is the aggregate number of Units of Partnership Interest held by such Partner, and the denominator of which is the aggregate number of all Units of Partnership Interest that are issued and outstanding. Solely for purposes of calculating Percentage Interests, no interest in the Partnership that is Preferred Equity or Parity Preferred Equity shall be taken into account.

Section 4.7 Partnership Interest Certificates.

Units of Partnership Interest shall be evidenced by Partnership Interest Certificates (herein referred to collectively as "Partnership Interest Certificates" and individually as a "Partnership Interest Certificate" ) which shall be issued in accordance with this Section 4.7 and Section 13.18 hereof, in the form attached hereto as Exhibit A , as such form may be amended from time to time by the Managing General Partner. Each Partnership Interest Certificate shall be signed by an authorized signatory or signatories of the Partnership and shall bear the following legend:

"The Unit(s) of Partnership Interest represented by this certificate is(are) subject to and transferable only in compliance with The Third Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, as the same may be amended and/or supplemented from time to time (the “Partnership Agreement"), a copy of which is on file at the office of The Taubman Realty Group Limited Partnership. Any assignment, sale, transfer, conveyance, mortgage, or other encumbrance, pledge, grant of an option or proxy, or other disposition or act of alienation, whether voluntary or involuntary, or by operation of law, in respect of a Unit of Partnership Interest made other than as permitted in the Partnership Agreement shall be null and void and have no force or effect whatsoever."

Transfers (except by way of a Pledge) of Units of Partnership Interest shall be made only as permitted herein and then only upon the request of the Person named in the Partnership Interest Certificate, or by its attorney lawfully constituted in writing, and upon surrender and cancellation of a Partnership Interest Certificate for a like number of Units of Partnership Interest, a duly executed and acknowledged written instrument of assignment and agreement by the transferee to be bound by this Agreement, and with such proof of authenticity of the signatures as the Managing General Partner may reasonably require. In the event of a permitted Transfer of a Unit of Partnership Interest or the issuance of additional Units of Partnership Interest pursuant to the provisions of Article VIII or Article X hereof, the Managing General Partner shall cause the Partnership to issue Partnership Interest Certificates to the appropriate Persons to reflect any Transfer of Units of Partnership Interest or issuance of additional Units of Partnership Interest, as the case may be. In the event that the Partnership shall purchase any Units of Partnership Interest (including Fractional Units), such Units of Partnership Interest (or Fractional Units) shall be extinguished, and the Partnership Interest Certificates with respect thereto shall be surrendered and cancelled.


Section 4.8	Purchase of Fractional Units of Partnership Interest; Adjustment of Units of Partnership Interest.

If as a result of any division or combination of Units of Partnership Interest (as provided below in this Section 4.8) or Transfer or issuance of Units of Partnership Interest, there shall be outstanding any Fractional Unit, the Managing General Partner may, but shall not be obligated to, at any time cause the Partnership to purchase such Fractional Unit, in which event the Partner holding such Fractional Unit shall sell such Fractional Unit to the Partnership for an amount equal to the fair market value of such Fractional Unit as determined in good faith by the Managing General Partner.

The Managing General Partner, in good faith, may, from time to time, divide or combine all Units of Partnership Interest then issued and outstanding; provided, however, that in no event shall the Managing General Partner combine the Units of Partnership Interest unless the fair market value of each resulting Unit of Partnership Interest is One Hundred Thousand Dollars ($100,000) or less. Accordingly, divisions or combinations of Units of Partnership Interest may provide for fractional ratios. In the event of any such action to combine or divide Units of Partnership Interest as provided in this Section 4.8, after such division or combination, all references in this Agreement to a number of Units of Partnership Interest shall be combined or divided by the same divisor or multiplier, as the case may be. Any action to divide or combine Units of Partnership Interest pursuant to this Section 4.8 shall be effective on the date set forth as the effective date for such action, and each Partner or Person to whom a Unit of Partnership Interest has been pledged shall have the right to request a certification from the Partnership as to the date of the last division or combination of Units of Partnership Interest. Promptly following any such action, the Partnership Interest Ledger shall be updated to reflect such action, notice of such action shall be provided to each of the Partners and to any Person to whom a Unit of Partnership Interest has been pledged (provided the Partnership shall have received notice of such Pledge and the identity and address of such pledgee), and appropriate substitute Partnership Interest Certificates shall be issued as of the effective date of such action, in exchange for outstanding Partnership Interest Certificates pursuant to such terms as shall be established by the Managing General Partner. For the purpose of this Section 4.8, fair market values shall be as determined in good faith by the Managing General Partner.

ALLOCATIONS; DISTRIBUTIONS; BANK ACCOUNTS;

BOOKS OF ACCOUNT; TAX RETURNS; ACCOUNTING AND

REPORTS; PARTNERSHIP FISCAL YEAR.

Section 5.1 Allocations.

(a) For the purpose of this Agreement, the terms "Profits" and "Losses" mean, respectively, for each Partnership Fiscal Year or other period, the Partnership's taxable income or loss for such Partnership Fiscal Year or other period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), adjusted as follows:

(1) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 5.1(a) shall be added to such taxable income or loss;

(2) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Partnership Fiscal Year or other period; and

(3) any items that are specially allocated pursuant to Section 5.1(d) or 5.1(g) hereof shall not be taken into account in computing Profits or Losses.

(b) Except as otherwise provided in Section 5.1(d) or 5.1(g) hereof, the Profits and Losses of the Partnership (and each item thereof) for each Partnership Fiscal Year shall be allocated among the Partners in accordance with this Section 5.1(b).

(1) Profits shall be allocated:

(A) first, to TCO, in an amount equal to the excess, if any,

of the cumulative amount of Losses allocated to TCO pursuant to Section 5.1(b)(2)(C) hereof over the cumulative amount of Profits allocated to TCO pursuant to this Section 5.1(b)(1)(A); and then

(B) second, to the Parity Preferred Partners, if any, in an amount equal to the Unallocated Parity Preferred Return with respect to each series (proportionate as to such Unallocated Parity Preferred Return among each series); and then

(C) third, to the Parity Preferred Partners, if any, in an amount equal to the excess, if any, of the cumulative amount of Losses allocated to the Parity Preferred Partners pursuant to Section 5.1(b)(2)(B) hereof over the cumulative amount of Profits allocated to the Parity Preferred Partners pursuant to this Section 5.1(b)(1)(C) (proportionate as to the amount of such excess among each series); and then

(D) fourth, to the Partners in an amount equal to the excess, if any, of the cumulative amount of Losses allocated to the Partners pursuant to Section 5.1(b)(2)(D) hereof over the cumulative amount of Profits allocated to the Partners pursuant to this Section 5.1(b)(1)(D) (proportionate as to such excess amounts); and then

(E) fifth, to the Partners holding Units of Partnership Interest in accordance with their respective Percentage Interests; provided, however, that Profits for any Partnership Fiscal Year allocated to the Parity Preferred Partners may be limited if

so provided in the Designation, Distribution, Redemption, Exchange, and Consent Provisions of the applicable series.

(2) Losses shall be allocated:

(A) first, to Partners holding Units of Partnership Interest until the Adjusted Capital Account Balances of all such Partners are reduced to zero, excluding, for purposes of calculating TCO's Adjusted Capital Account Balance, the Preferred Equity (in proportion to such positive Adjusted Capital Account Balances (excluding the Preferred Equity)); and then

(B) second, to the Parity Preferred Partners, if any, until the Adjusted Capital Account Balances of the Parity Preferred Partners are reduced to zero (in proportion to such positive Adjusted Capital Account Balances); and then

(C) third, to TCO until the Adjusted Capital Account Balance of TCO, including the Preferred Equity, is reduced to zero; and then

(D) fourth, to the General Partners or any Limited Partner which has made an election under Section 11.1(d) hereof, in proportion to their respective Percentage Interests.

(c) For the purpose of Section 5.1(b) hereof, gain or loss resulting from any disposition of Partnership property shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property for federal income tax purposes differs from its Book Value.

(d) Notwithstanding the foregoing provisions of this Section 5.1, the following provisions shall apply:

(1) Nonrecourse Deductions shall be allocated in accordance with the Partners' Percentage Interests; provided, however, a Partner shall not receive an allocation of any Partnership deduction that would result in total loss allocations attributable to Nonrecourse Liabilities in excess of such Partner's share of Minimum Gain (as determined under Regulations Section 1.704-2(g)). If there is a net decrease in Partnership Minimum Gain for a Partnership Fiscal Year, in accordance with Regulations Section 1.704-2(f) and the exceptions contained therein, the Partners shall be allocated items of Partnership income and gain for such Partnership Fiscal Year (and, if necessary, for subsequent Partnership Fiscal Years) equal to the Partners' respective shares of the net decrease in Minimum Gain within the meaning of Regulations Section 1.704-2(g)(2) (the "Minimum Gain Chargeback" ). The items to be allocated pursuant to this Section 5.1(d)(1) shall be determined in accordance with Regulations Section 1.704-2(f) and (j).

(2) Any item of Partner Nonrecourse Deduction with respect to a Partner Nonrecourse Debt shall be allocated to the Partner or Partners who bear the economic risk of loss for such Partner Nonrecourse Debt in accordance with Regulations Section 1.704-2(i)(1). Subject to Section 5.1(d)(1) hereof, but notwithstanding any other provision of this Agreement, in the event that there is a net decrease in Minimum Gain attributable to a Partner Nonrecourse Debt (such Minimum Gain being hereinafter referred to as "Partner Nonrecourse Debt Minimum Gain" ) for a Partnership Fiscal Year, then after taking into account allocations pursuant to Section 5.1(d)(1) hereof, but before any other allocations are made for such taxable year, and subject to the exceptions set forth in Regulations Section 1.704-2(i)(4), each Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such Partnership Fiscal Year shall be allocated items of income and gain for such Partnership Fiscal Year (and, if necessary, for subsequent Partnership Fiscal Years) equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain as determined in

a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). The items to be allocated pursuant to this Section 5.1(d)(2) shall be determined in accordance with Regulations Section 1.704-2(i)(4) and (j).

(3) For the purpose of determining each Partner's share of excess nonrecourse liabilities of the Partnership, and solely for such purpose, each Partner's interest in Partnership profits shall be reasonably determined by the Managing General Partner in accordance with Internal Revenue Service authority interpreting Regulations Section 1.752-3(a)(3).

(4) No Partner shall be allocated any item of deduction or loss of the Partnership if such allocation would cause such Partner's Capital Account to become negative by more than the sum of (i) any amount such Partner is obligated to restore upon liquidation of the Partnership, plus (ii) such Partner's share of the Partnership's Minimum Gain and Partner Nonrecourse Debt Minimum Gain. An item of deduction or loss that cannot be allocated to a Partner pursuant to this Section 5.1(d)(4) shall be allocated among the General Partners in proportion to their respective Percentage Interests. For this purpose, in determining the Capital Account balance of such Partner, the items described in Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), ( 5 ), and ( 6 ) shall be taken into account. In the event that (A) any Limited Partner unexpectedly receives any adjustment, allocation, or distribution described in Regulations Sections 1.704-1(b)(2)(ii)( d )( 4 ), ( 5 ), or ( 6 ), and (B) such adjustment, allocation, or distribution causes or increases a deficit balance (net of amounts which such Limited Partner is obligated to restore or deemed obligated to restore under Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) and determined after taking into account any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)( d )( 4 ), ( 5 ), or ( 6 ) that, as of the end of the Partnership Fiscal Year, reasonably are expected to be made to such Limited Partner) in such Limited Partner's Capital Account as of the end of the Partnership Fiscal Year to which such adjustment, allocation, or distribution relates, then items of Gross Income (consisting of a pro rata portion of each item of Gross Income) for such Partnership Fiscal Year and each subsequent Partnership Fiscal Year shall be allocated to such Limited Partner until such deficit balance or increase in such deficit balance, as the case may be, has been eliminated. In the event that this Section 5.1(d)(4) and Section 5.1(d)(1) and/or (2) hereof apply, Section 5.1(d)(1) and/or (2) hereof shall be applied prior to this Section 5.1(d)(4).

(5) Such portion of the gain allocated pursuant to this Section 5.1 that is treated as ordinary income attributable to the recapture of depreciation shall, to the extent possible, be allocated among the Partners in the proportion that (i) the amount of depreciation previously allocated to each Partner relating to the property that is the subject of the disposition bears to (ii) the total of such depreciation allocated to all of the Partners. This Section 5.1(d)(5) shall not alter the amount of allocations among the Partners pursuant to this Section 5.1, but merely the character of gain so allocated.

(6) To the extent permitted by Regulations Sections 1.704-2(h)(3) and 1.704-2(i)(6), the Managing General Partner shall endeavor to treat a distribution of the proceeds of Nonrecourse Liabilities (that would otherwise be allocable to an increase in Partnership Minimum Gain) or Partner Nonrecourse Debt (that would otherwise be allocable to an increase in Partner Nonrecourse Debt Minimum Gain) as a distribution that is not allocable to an increase in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain to the extent that such distribution does not cause or increase a deficit balance in any Partner's Capital Account that exceeds the amount such Partner is otherwise obligated to restore (within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) as of the end of the Partnership's taxable year in which the distribution occurs.

(e) Notwithstanding anything to the contrary contained in this Section 5.1, the allocation of Profits and Losses for any Partnership Fiscal Year during which a Person acquires a Partnership Interest (other than upon formation of the Partnership) shall take into account the Partners' varying interests for such Partnership Fiscal Year pursuant to any method permissible under Section 706 of the Code that is selected

by the Managing General Partner (notwithstanding any agreement between the assignor and assignee of such Partnership Interest although the Managing General Partner may recognize any such agreement), which method may take into account the date on which the Transfer or an agreement to Transfer becomes irrevocable pursuant to its terms, as determined by the Managing General Partner.

(f) The Profits, Losses, gains, deductions, and credits of the Partnership (and all items thereof) for each Partnership Fiscal Year shall be determined in accordance with the accounting method followed by the Partnership for federal income tax purposes.

(g) The following allocations shall be made solely for federal income tax purposes:

(1) In the event of a sale or exchange of a Partner's Partnership Interest or portion thereof or upon the death of a Partner, if the Partnership has not theretofore elected, pursuant to Section 754 of the Code, to adjust the basis of Partnership property, the Managing General Partner shall cause the Partnership to elect, if the Person acquiring such Partnership Interest or portion thereof so requests, pursuant to Section 754 of the Code, to adjust the basis of Partnership property. In addition, in the event of a distribution referred to in Section 734(b) of the Code, if the Partnership has not theretofore elected, the Managing General Partner may, in the exercise of its reasonable discretion, cause the Partnership to elect, pursuant to Section 754 of the Code, to adjust the basis of Partnership property. Except as provided in Regulations Section 1.704-1(b)(2)(iv)( m ), such adjustment shall not be reflected in the Partners' Capital Accounts and shall be effective solely for federal and (if applicable) state and local income tax purposes. Each Partner hereby agrees to provide the Partnership with all information necessary to give effect to such election. With respect to such election:

(i) Any change in the amount of the depreciation deducted by the Partnership and any change in the gain or loss of the Partnership, for federal income tax purposes, resulting from an adjustment pursuant to Section 743(b) of the Code shall be allocated entirely to the transferee of the Partnership Interest or portion thereof so transferred. Neither the capital contribution obligations of, nor the Partnership Interest of, nor the amount of any cash distributions to, the Partners shall be affected as a result of such election, and except as provided in Regulations Section 1.704-1(b)(2)(iv)( m ), the making of such election shall have no effect except for federal and (if applicable) state and local income tax purposes.

(ii) Solely for federal and (if applicable) state and local income tax purposes and not for the purpose of maintaining the Partners' Capital Accounts (except as provided in Regulations Section 1.704-1(b)(2)(iv)( m )), the Partnership shall keep a written record for those assets, the basis of which is adjusted as a result of such election, and the amount at which such assets are carried on such record shall be debited (in the case of an increase in basis) or credited (in the case of a decrease in basis) by the amount of such basis adjustment. Any change in the amount of the depreciation deducted by the Partnership and any change in the gain or loss of the Partnership, for federal and (if applicable) state and local income tax purposes, attributable to the basis adjustment made as a result of such election shall be debited or credited, as the case may be, on such record.

(2) In accordance with Sections 704(b) and 704(c) of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for federal income tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and the initial Book Value of such property. If the Book Value of any Partnership property is adjusted pursuant to Section 4.5(b) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and the Book Value of

such asset in the manner prescribed under Sections 704(b) and 704(c) of the Code and the Regulations thereunder.

(h) Except as provided in Sections 5.1(g)(1) and 5.1(g)(2) hereof, for federal income tax purposes, each item of income, gain, loss, or deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss, or deduction has been allocated pursuant to this Section 5.1.

Section 5.2 Distributions.

(a) Subject, on liquidation of the Partnership or on liquidation of substantially all of the assets of the Partnership, to Section 11.1(a) hereof, and to Section 11.1(e) hereof on liquidation of a Partner's interest in the Partnership that is not in connection with the liquidation of the Partnership, for the term of the Partnership, as set forth in Section 1.5 hereof:

(i) a cash distribution shall be made to the Parity Preferred Partners of each series, if any, in an amount equal to the Unpaid Parity Preferred Return for such series, at such times as are specified in the Designation, Distribution, Redemption, Exchange, and Consent Provisions (such distributions to be proportionate among the series); provided, however, that no distribution shall be made to a Parity Preferred Partner which would reduce its Adjusted Capital Account Balance below zero;

(ii) a cash distribution shall be made to the Partners, in accordance with their respective Percentage Interests, not later than the fifteenth (15th) Day of each month (the "Distribution Date" ) of each Partnership Fiscal Year, in an amount equal to one-twelfth (1/12) of the Required Distribution Amount for such Partnership Fiscal Year;

(iii) a cash distribution shall be made to the Partners, in accordance with their respective Percentage Interests, on a Distribution Date, determined by the Managing General Partner, during the Partnership Fiscal Year in which an Additional Required Amount Notice is given, or on the first Distribution Date after such Fiscal Year, in an amount equal to the Additional Required Amount; provided, however, that if such first Distribution Date is less than twenty (20) Days after the date of the Additional Required Amount Notice, the Additional Required Amount shall be distributed on the next Distribution Date;

(iv) in the event of a Minimum Distribution Amount Adjustment Notice, a cash distribution shall be made to the Partners, in accordance with their respective Percentage Interests, not later than the Distribution Date immediately succeeding the date of the Minimum Distribution Amount Adjustment Notice, in an amount equal to the Minimum Distribution Amount Adjustment for the prior Partnership Fiscal Year; provided, however, that if such Distribution Date is less than twenty (20) Days after the date of the Minimum Distribution Amount Adjustment Notice, the Minimum Distribution Amount Adjustment shall be distributed on the next Distribution Date;

(v) in the event of a Tax Adjustment Notice, a cash distribution shall be made to the Partners, in accordance with their respective Percentage Interests, not later than the Distribution Date immediately following the date of the Tax Adjustment Notice in an amount equal to the quotient obtained by dividing (x) the Tax Adjustment Amount for the prior Partnership Fiscal Year, by (y) the Percentage Interest of TCO on the Relevant Date; provided, however, that if such Distribution Date is less than twenty (20) days after the date of the Tax Adjustment Notice, the Tax Adjustment Amount shall be distributed on the next Distribution Date; and

(vi) in the event of a Deficiency Dividend Notice, a cash distribution shall be made to the Partners, in accordance with their respective Percentage Interests, as and when required by TCO, in an amount equal to the Deficiency Dividend.

(b) All distributions pursuant to Section 5.2(a), Section 11.1(a), and Section 11.1(e) hereof shall be made in accordance with the terms and provisions of this Agreement to the Record Partner; provided, however, that in the event of an assignment of a Partnership Interest pursuant to Section 8.3(a) hereof to a Person that does not become a substitute Partner in the Partnership, the Record Partner may, subject to the provisions of Section 8.3(a) hereof, by written notice (a "Designee Notice" ) to the Manager, the Partnership, and the Managing General Partner, designate such Person to receive those distributions pursuant to Section 5.2(a) and Section 11.1(a) to which the Record Partner would otherwise be entitled. The Managing General Partner shall not incur any liability for distributions made in good faith to any Record Partner or the designee of any Record Partner set forth in a Designee Notice as provided above in this Section 5.2(b), notwithstanding that another Person may have an interest in or be affected by such distribution. Distributions to the Partners under this Agreement shall be subject to any restriction imposed by applicable law, and the Managing General Partner may refrain from making any distribution hereunder without liability if it believes that the distribution would be in violation of any applicable law.

(c) Except as specifically provided in Section 5.2(a)(i) or Section 11.1(a)(5) hereof and in the Designation, Distribution, Redemption, Exchange, and Consent Provisions, a Parity Preferred Partner shall have no right to any Partnership distributions.

Section 5.3 Guaranteed Payments; TCO's Right to Convert.

Not later than the fifteenth (15th) Day of each month of each Partnership Fiscal Year, the Partnership shall pay to TCO, in cash or by good certified or official bank check or by Fedwire transfer of immediately available funds, an amount equal to the excess, if any, of (i) the cumulative Guaranteed Payment on all Preferred Equity, over (ii) the sum of all prior payments made to TCO pursuant to this Section 5.3, such amounts to be paid in the priorities, if any, set forth in the applicable series. Amounts paid pursuant to this Section 5.3 are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of computing TCO's Capital Account balance.

TCO shall have the right, but not the obligation, to convert all or any portion of the proceeds loaned to the Partnership pursuant to Section 4.1(b) to Preferred Equity, which Preferred Equity shall be entitled to a Guaranteed Payment in lieu of the payment of interest.

In the event of a redemption by TCO, in whole or in part, of any series of preferred shares that constitutes a Related Issue through the issuance of common equity, or in the event of the conversion to common equity of TCO of any series of preferred equity that constitutes a Related Issue, TCO shall convert its Preferred Equity (or a portion thereof) (exclusive of any accrued but unpaid dividends) to an Additional Interest by contributing to the capital of the Partnership all of its right, title, and interest, in and to the payment of any future Guaranteed Payment on that portion of the converted Preferred Equity, with the effect that the portion of the converted Preferred Equity and related right to the payment of any future Guaranteed Payment shall be converted to an Additional Interest in accordance with Section 8.4(a) hereof, such Additional Interest to be provided by a proportionate reduction in the Percentage Interests of all of the Partners, as provided in Section 8.4(a) hereof. Any such redemption or conversion to common equity of TCO of a series of preferred equity that constitutes a Related Issue shall be effected so that, following such redemption or conversion, the number of Units of Partnership Interest then held by TCO shall equal the number of shares of TCO's common stock then outstanding. Upon and to the extent of the conversion of Preferred Equity to Additional Interests in accordance with this Section 5.3, the Partnership Interest Ledger shall be updated accordingly. In the event of a redemption by TCO, in whole or in part, of any series of preferred shares that constitutes a Related Issue through the issuance of preferred equity, TCO shall convert that portion of its Preferred Equity equal to the portion of the Related Issue that was redeemed (exclusive of any accrued but unpaid

dividends) by appropriate amendment, whether by Annex or otherwise, to Preferred Equity having terms equivalent to the then newly issued preferred equity through which the Related Issue was redeemed.

Section 5.4 Bank Accounts and Other Investments.

Funds of the Partnership shall be deposited in one or more bank accounts in federal or state chartered banks having a shareholder capital and undistributed surplus of not less than One Hundred Million Dollars ($100,000,000), all as determined by the Managing General Partner. All withdrawals therefrom shall be made upon the signature or signatures of whomever shall be designated in writing from time to time by the Managing General Partner. Any checks of the Partnership may be signed by any Person(s) designated in writing, from time to time, by the Managing General Partner. In addition, funds of the Partnership may be invested in highly liquid investments pursuant to an investment policy determined from time to time by the Managing General Partner.

Section 5.5 Books of Account.

The Partnership shall maintain at its principal office complete and accurate books of account and records of its operations showing the assets, liabilities, costs, expenditures, receipts, profits, and losses of the Partnership, and which books of account and records shall include provision for separate Capital Accounts for the Partners and shall provide for such other matters and information as may be required by the Partnership Law or as the Managing General Partner shall otherwise determine, together with copies of all documents executed on behalf of the Partnership. In addition, the Partnership shall maintain at its principal office a Partnership Interest Ledger of the Partnership, which shall be kept current by the Managing General Partner. Each Limited Partner and its representatives, duly authorized in writing, shall have the right to inspect and examine, at all reasonable times, at the principal office of the Partnership, all such books of account, records, ledgers, and documents.

Section 5.6 Tax Returns.

(a) The Managing General Partner shall determine the methods to be used in the preparation of federal, state, and local income and other tax returns for the Partnership in connection with all items of income and expense, including but not limited to, valuation of assets, the methods of depreciation and cost recovery, elections, credits, and tax accounting methods and procedures.

(b) To the extent all necessary information is available, within ninety (90) Days after the end of each Partnership Fiscal Year, and in any event within one hundred twenty (120) Days after the end of each Partnership Fiscal Year, the Partnership shall cause to be prepared and transmitted to the Partners federal and appropriate state and local Partnership Income Tax Schedules "K-1," or any substitute therefor, with respect to such Partnership Fiscal Year on appropriate forms prescribed.

Section 5.7 Accounting and Reports, Etc.

(a) Within ninety (90) Days after the end of each Partnership Fiscal Year, the Partnership shall cause to be prepared and transmitted to each Partner, an annual report of the Partnership relating to the previous Partnership Fiscal Year containing a statement of financial condition as of the year then ended, and statements of operations, cash flow and Partnership equity for the year then ended, which annual statements shall be prepared in accordance with GAAP and shall be audited by the Partnership Accountants. The Partnership shall also cause to be prepared and transmitted to each Partner within forty-five (45) Days after the end of each of the first three (3) quarters of each Partnership Fiscal Year, a quarterly unaudited report of the Partnership's financial condition and statements of operations, cash flow and Partnership equity relating to the fiscal quarter then just ended, prepared in accordance with GAAP. The Partnership shall further cause to be prepared and transmitted to TCO (i) such reports and/or information as are necessary for TCO to fulfill its obligations under the Securities Act of 1933, the Securities and Exchange Act of 1934 and the applicable stock exchange rules, and under any other regulations to which TCO or the Partnership

may be subject, and (ii) such other reports and/or information as are necessary for TCO to determine its qualification as a Real Estate Investment Trust under the REIT Requirements or its liability for a tax as a consequence of its Partnership Interest, including its distributive share of taxable income, in each case, in a manner that will permit TCO to comply with such obligations or make such determinations in a timely fashion.

(b) TCO shall, from time to time, upon the reasonable request of the Manager, or as and when such information first becomes available to it, provide the Manager, by written notice (the "TCO Information Notice" ), with such information necessary to permit the Manager to determine the Minimum Distribution Amount Adjustment, including TCO's allocable portion of any component thereof, for each Partnership Fiscal Year, any Tax Adjustment Amount for any prior Partnership Fiscal Year, to the extent such Tax Adjustment Amount has not yet been distributed or previously taken into account in calculating a Tax Adjustment Amount, and any Deficiency Dividend.

Section 5.8 Partnership Fiscal Year.

The Partnership's fiscal year (and taxable year) shall be the Partnership Fiscal Year.

VI.

MANAGEMENT; AUTHORITY AND AUTHORIZED ACTIONS BY THE

MANAGING GENERAL PARTNER; EXTRAORDINARY TRANSACTIONS;

ANNUAL BUDGET; NOTICES; STANDARD OF CONDUCT; MASTER

SERVICES AGREEMENT AND CORPORATE SERVICES AGREEMENT;

ABSENCE OF AUTHORITY OF PARTNERS OTHER THAN THE MANAGING

GENERAL PARTNER; FIDELITY BONDS AND INSURANCE;

ENGAGEMENT OF PARTNERS' AFFILIATES; INDEMNITY AND

REIMBURSEMENT; TAX MATTERS PARTNER.

Section 6.1 Management; Authority and Authorized Actions by the Managing General

Partner.

(a) The Managing General Partner shall be responsible for the management of the Partnership and, subject to Section 6.1(b) hereof, shall have the full and exclusive right, power and authority, on behalf of and in the name of the Partnership, to carry out any and all objectives and purposes of the Partnership and to exercise any and all of the powers of the Partnership and to perform any and all acts and enter into and perform any and all contracts, agreements, and other undertakings which it may deem necessary or advisable in furtherance of the purposes of the Partnership or incidental thereto. In such capacity, the Managing General Partner shall use its Best Efforts to carry out the purposes of the Partnership and shall have in respect of its management of the Partnership all of the powers of the Partnership and shall devote such time and attention to the Partnership as is reasonably necessary for the proper management of the Partnership and its properties. The Managing General Partner may employ or engage others including one or more Affiliates of a Partner ( e.g., TTC) to satisfy its obligations in respect of all actions, decisions, determinations, designations, delegations, directions, appointments, consents, approvals, selections, and the like to be taken, made, or given by and/or with respect to the Partnership, its business and its properties as well as management of all Partnership affairs, and all such actions, decisions, determinations, designations, delegations, directions, appointments, consents, approvals, selections, and the like shall be controlling and binding upon the Partnership. Any Person employed or engaged by the Managing General Partner shall have and be subject to all of the rights, obligations and restrictions of the Managing General Partner, all as provided in this Agreement.

The Managing General Partner shall supervise the Manager and review on a regular basis the reports and other information furnished by the Manager from time to time pursuant to the Master Services Agreement.

(b) For so long as the aggregate Percentage Interest held by AAT Affiliates equals or exceeds five percent (5%), without the prior written consent of a Majority in Interest of the Non-Managing Partners, the Managing General Partner shall not enter into any Extraordinary Transaction. For purposes of this Section 6.1(b), a Majority in Interest of the Non-Managing Partners shall be deemed to have consented to an Extraordinary Transaction, without the requirement of an actual vote of the Non-Managing Partners, if those Non-Managing Partners holding in excess of fifty percent (50%) of the aggregate Percentage Interests held by all the Non-Managing Partners consent to such transaction in writing.

(c) A Parity Preferred Partner as to a given series of Parity Preferred Equity shall have no voting rights or rights of consent, approval or the like as to any matter in respect of the Partnership including, without limitation, as to its constituency, properties or operations, unless and to the extent specified in the Designation, Distribution, Redemption, Exchange, and Consent Provisions relating to the applicable series.

(d) In the event the consent, approval, or concurrence of a Limited Partner or of the Limited Partners is required under this Agreement, including, without limitation, for purposes of an amendment to this Agreement, such consent, approval, or concurrence on behalf of each of the Davis Street Limited Partners shall be given or withheld by the Davis Street Limited Partners then constituting a Majority in Interest of the Davis Street Limited Partners. To obtain such consent, approval, or concurrence, the Managing

General Partner shall send a written request for consent, approval, or concurrence to each of the Davis Street Limited Partners who are Record Partners, and the consent, approval, or concurrence shall be deemed given by each such Davis Street Limited Partner unless a Majority in Interest of the Davis Street Limited Partners, within ten (10) Business Days after the date of the request therefor, send the Managing General Partner a written notice indicating that a Majority in Interest of the Davis Street Limited Partners do not consent, approve, or concur.

Section 6.2 Delegation of Authority and Designation of Officers.

(a) The Managing General Partner may delegate any of its powers hereinbefore, hereinafter, or by law provided or conferred to one (1) or more Persons, or designate one (1) or more Persons to do or perform those matters to be done or performed by the Managing General Partner. In addition, the Managing General Partner may designate one (1) or more employees or agents of the Partnership who are denominated as officers who shall exercise such powers and shall have such duties as may from time to time be assigned or established by the Managing General Partner. Any designated officer of the Partnership shall serve at the pleasure of the Managing General Partner and may be removed at any time with or without cause, by the Managing General Partner.

(b) The Partners, by their execution and delivery of this Agreement, irrevocably authorize the Managing General Partner and any Person or Persons designated or delegated by the Managing General Partner to do any act that the Managing General Partner has the right, power, and authority to do under the provisions of this Agreement, without any other or subsequent authorizations, approvals, or consents of any kind. No Person dealing with the Partnership shall be required to investigate or inquire as to the authority of the Managing General Partner, and any Person or Persons designated or delegated by the Managing General Partner to exercise the rights, powers, and authority herein conferred upon them. Any Person dealing with the Partnership shall be entitled to rely upon any action taken by the Managing General Partner and any Person or Persons designated or delegated by the Managing General Partner, and the Partnership shall be bound thereby. Any Person dealing with the Partnership shall be entitled to rely upon any document or instrument executed and delivered by a Person or Persons designated by the Managing General Partner, and the Partnership shall be bound thereby. No purchaser of any property or interest owned by the Partnership, or lender, or Third Party in respect of any matter shall be required to determine the sole and exclusive authority of the Person or Persons designated or delegated by the Managing General Partner to execute and deliver on behalf of the Partnership any such instrument of transfer or security, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.

Section 6.3 Compensation of Certain Employees of the Manager; Issuance of Incentive

Options.

The Managing General Partner shall approve the compensation of any employee of the Manager or the Partnership who is also at such time an AAT Affiliate and administer a program or programs whereby the Partnership shall from time to time, and without the consent of any Partner, grant to employees of TTC options (the "Incentive Options" ) to acquire limited partner Partnership Interests pursuant to an Incentive Option Plan, which plan and any amendments thereto shall have been approved by the Managing General Partner. After review of recommendations made by TTC, the Managing General Partner may direct the Partnership to issue the Incentive Options to employees of TTC.

Section 6.4 Annual Budget; Notices.

Pursuant to the Master Services Agreement, the Manager is required to prepare and submit to the Managing General Partner for approval, prior to the beginning of each Partnership Fiscal Year, an annual development budget (the "Annual Development Budget" ), and an annual operating budget (the "Annual Operating Budget" ) for the Partnership, which shall reflect a reasonable estimate of the proposed operations (including development) and expenses of the Partnership for such Partnership Fiscal Year, and which shall include the Required Distribution Amount for such Partnership Fiscal Year and any annual business plan,

leasing plan or similar materials required of the Manager under the Master Services Agreement. (The Annual Development Budget and the Annual Operating Budget are referred to together as the "Annual Budget" .)

In addition to the foregoing, pursuant to the Master Services Agreement, the Manager will be engaged to: (i) advise the Managing General Partner by written notice (an "Additional Required Amount Notice" ), within thirty (30) Days after the closing of any capital gain transaction of the Partnership, of the Additional Required Amount with respect to such capital gain transaction of the Partnership, (ii) after a TCO Information Notice in respect of a Tax Adjustment Amount for the prior Fiscal Year, which TCO Information Notice shall be given not later than December 15 of the current Partnership Fiscal Year, advise the Managing General Partner by written notice (a "Tax Adjustment Notice" ) not less than ten (10) Days prior to TCO's regular dividend date immediately succeeding the TCO Information Notice in respect of a Tax Adjustment Amount, of the Tax Adjustment Amount for such Partnership Fiscal Year, (iii) after a TCO Information Notice in respect of a Minimum Distribution Amount Adjustment for the prior Fiscal Year, which TCO Information Notice shall be given not later than December 15 of the current Partnership Fiscal Year, advise the Managing General Partner, by written notice given not later than ten (10) Days after the date of such TCO Information Notice, (a "Minimum Distribution Amount Adjustment Notice" ) of the Minimum Distribution Amount Adjustment for such prior Partnership Fiscal Year, and (iv) after a TCO Information Notice, in respect of TCO's obligation to declare and pay a deficiency dividend pursuant to Section 860(f)(1) of the Code as a result of a determination (as defined in Section 860(e) of the Code), advise the Managing General Partner by written notice (the "Deficiency Dividend Notice" ) of the Deficiency Dividend for such Partnership Fiscal Year.

Section 6.5 Master Services Agreement and Corporate Services Agreement;

Engagement of Partners' Affiliates.

The Managing General Partner shall manage and perform, or employ or engage others, including one or more Affiliates of a Partner ( e.g. , TTC), to manage and perform all activities and services in furtherance of the purposes of the Partnership including, without limitation, seeking Development Opportunities, and Regional Centers, and further including without limitation, all activities and services in respect of Development Opportunities, all activities and services in respect of the expansion, reconstruction, repair, renovation, or alteration of Regional Centers and/or the development of any Peripheral Property, and all other activities and services in respect of the management, administration, leasing, financing, refinancing, development, improvement, acquisition and disposition of Regional Centers. The Partnership has heretofore entered into the Master Services Agreement. In addition, the Partnership may provide in the partnership agreement, limited liability company agreement, or other agreement forming or covering an Owning Entity or in separate agreements entered into between an Owning Entity and TTC, which agreements may include an Owning Entity Agreement, for such terms, provisions, and conditions, and compensation to TTC, all in respect of the activities of TTC for the benefit of a Development Opportunity or a Regional Center, as shall be determined by the Managing General Partner, and TTC or as shall be available pursuant to negotiations with Third Parties having an interest in such Development Opportunity or Regional Center. The compensation to be paid to TTC, as applicable, as well as all reimbursements for or in respect of services rendered to the Partnership shall be as provided in the Master Services Agreement, an Owning Entity Agreement, or other applicable agreement forming or covering an Owning Entity. The Partnership has heretofore entered into the Corporate Services Agreement, as amended, pursuant to which TCO has engaged TTC to assist with, implement and effect the actions to be taken by TCO as the Managing General Partner, and to do or perform those matters to be done or performed by TCO as the Managing General Partner in accordance with the terms and provisions of this Agreement.


Section 6.6	Absence of Authority of Non-Managing Partners; Limited Rights of Parity Preferred Partners.

(a) Except as specifically provided in this Agreement, the Non-Managing Partners and the Parity Preferred Partners, as such, shall take no part in, nor have the right to take part in, nor interfere in, nor have the right to interfere or participate in, in any manner, the conduct or control of the business of the Partnership or have any right or authority to act for or on behalf of the Partnership.

(b) The Parity Preferred Partners shall have only the following rights as to all matters in respect of the Partnership, including, without limitation, as to its constituency, properties, and operations: (i) rights of notice, inspection, and reports as provided generally to Partners in accordance with Sections 1.2, 1.3, 1.4, 5.5, 5.7(a), and 6.10 hereof, (ii) rights of distributions and allocations as provided in Sections 5.1, 5.2(a)(i), and 11.1(a)(5) hereof, and in the Designation, Distribution, Redemption, Exchange, and Consent Provisions of the applicable series, (iv) rights of Transfer as provided in Sections 8.1(a) and 8.1(c) hereof and in the Designation, Distribution, Redemption, Exchange, and Consent Provisions of the applicable series, and (v) such other rights as are provided in the Designation, Distribution, Redemption, Exchange, and Consent Provisions of the applicable series. No Parity Preferred Partner shall have any right to Series B Preferred Stock (as defined in the Restated Articles of Incorporation of TCO, as amended).

Section 6.7 Fidelity Bonds and Insurance.

The Partnership shall obtain fidelity bonds with reputable surety companies, covering all Persons having access to the Partnership funds, indemnifying the Partnership against loss resulting from fraud, theft, dishonesty, and other wrongful acts of such Persons. The Partnership shall carry or cause to be carried on its behalf, with companies and in amounts determined by the Managing General Partner all property, liability, and workers' compensation insurance as shall be required under applicable mortgages, leases, agreements, and other instruments and statutes by which the Partnership or its properties are bound, as well as such additional insurance and coverages as the Managing General Partner, shall from time to time propose or approve.

Section 6.8 Execution of Legal Instruments.

All legal instruments affecting the Partnership or Partnership property need be executed by, and only by, that Person or those Persons (who need not be Partners) designated in writing by the Managing General Partner and such designated Person's(s') signature(s) shall be sufficient to bind the Partnership and its properties.

Section 6.9 Indemnity and Reimbursement; Advancement of Expenses and Insurance.

(a) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify, defend, and hold harmless each Indemnified Person from any claim, demand, or liability, and from any loss, cost, or expense including, without limitation, attorneys' fees and court costs, which may be asserted against, imposed upon, or suffered by such Indemnified Person by reason of any act performed for or on behalf of the Partnership, or in furtherance of the Partnership's business, to the extent authorized hereby, or by reason of any omission, except for any act or omission that constitutes a breach of a duty of loyalty, any act or omission not in good faith or which involves intentional misconduct or a Knowing violation of law, and provided that with respect to any criminal action or proceeding, such Indemnified Person had no reasonable cause to believe its or his conduct was unlawful, and provided further that no indemnification shall be made in respect of any claim, demand, or liability, or for any loss, cost, or expense, as to which such Indemnified Person shall have been adjudged to be liable to the Partnership unless and only to the extent that a court shall determine, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity. Each Indemnified Person shall not have any personal liability to the Partnership or its Partners for monetary damages for breach of fiduciary duty except (i) for a breach of a duty of loyalty, or (ii) for acts or omissions not in good faith or which involve intentional misconduct or a Knowing violation of law. Any indemnity under this Section 6.9(a) shall be provided out of and to the extent of Partnership assets only, and only with respect to amounts actually and reasonably incurred, and no Partner shall have any personal liability on account thereof.

(b) Expenses (including attorneys' fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit, or proceeding relating to any action or omission in respect of the Partnership shall be paid by the Partnership in advance of the final disposition of the action,

suit, or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it is ultimately determined that such Indemnified Person is not entitled to be indemnified by the Partnership.

(c) The Partnership may purchase and maintain insurance, as determined by the Managing General Partner in respect of each Indemnified Person against any liability relating to any act or omission in respect of the Partnership, whether or not the Partnership may indemnify such Indemnified Person against such liability.

(d) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.9 shall survive the liquidation, dissolution and termination of the Partnership and the termination of this Agreement, shall continue as to any Person who has terminated his relationship with the Partnership and shall inure to the benefit of such Person's heirs, executors and administrators and shall, to the extent permitted by the Partnership Law, be binding on the Partnership's successors and assigns.

Section 6.10 Tax Matters Partner.

(a) As used in this Agreement, "Tax Matters Partner" has the meaning set forth in Section 6231(a)(7) of the Code. The Managing General Partner is hereby designated Tax Matters Partner for the Partnership. The Tax Matters Partner shall comply with the requirements of Sections 6221 through 6233 of the Code applicable to a Tax Matters Partner and shall be responsible for representing the Partnership in all dealings with any state, local, or foreign tax authority. To the fullest extent permitted by law, the Partnership shall and does hereby indemnify, defend, and hold harmless the Tax Matters Partner from any claim, demand, or liability, and from any loss, cost, or expense including, without limitation, attorneys' fees and court costs, which may be asserted against, imposed upon, or suffered by the Tax Matters Partner by reason of any act performed for or on behalf of the Partnership in its capacity as Tax Matters Partner to the extent authorized hereby, or by reason of any omission, except acts or omissions not in good faith or which involve intentional misconduct or a Knowing violation of law. Any indemnity under this Section 6.10(a) shall be provided out of and to the extent of Partnership assets only, and only with respect to amounts actually and reasonably incurred, and no Partner shall have any personal liability on account thereof. The indemnity provided in this Section 6.10 shall survive the liquidation, dissolution, and termination of the Partnership and the termination of this Agreement and shall, to the extent permitted by the Partnership Law, be binding on the Partnership's successors and assigns.

(b) The Tax Matters Partner shall have a continuing obligation to provide the Internal Revenue Service with sufficient information so that proper notice can be mailed to all Partners as provided in Section 6223 of the Code, provided that each Partner shall furnish the Tax Matters Partner with all such information (including information specified in Section 6230(e) of the Code) as is required with respect to such Partner for such purpose.

VII.

OTHER VENTURES.

The Partners acknowledge and agree that each of them and their respective constituents and Affiliates may have interests in other present or future ventures, of whatever nature, including real estate, and further including without limitation, ventures that are competitive with the Partnership and that, notwithstanding its status as a Partner in the Partnership, a Partner and their respective constituents and Affiliates shall be entitled to obtain and/or continue their respective individual participation in all such ventures without (i) accounting to the Partnership or the other Partners for any profits with respect thereto, (ii) any obligation to advise the other Partners of business opportunities for the Partnership which may come to its or its constituents' or Affiliates' attention as a result of its or its Affiliates' or constituents' participation in such other ventures or in the Partnership, and (iii) being subject to any claims whatsoever on account of such participation.

VIII.

TRANSFERS OF UNITS OF PARTNERSHIP INTEREST;

SUBSTITUTION OF PARTNERS; ADDITIONAL PARTNERSHIP

INTERESTS; CONVERSION OF PARTNERSHIP INTERESTS.

Section 8.1 Transfers.

(a) No Partner may Transfer all or any portion of its Partnership Interest or, if such Partner is an entity (other than TCO and other than a Qualified Institutional Transferee that is not a QIT Entity), permit a Transfer of an interest in such Partner, to any Person except as specifically permitted in this Article VIII.

(b) A Partner (other than TCO or a Parity Preferred Partner) may Transfer all or any portion of its Partnership Interest (but not less than one (1) Unit of Partnership Interest) to any other Partner (other than a Parity Preferred Partner), or to one (1) or more members of such Partner's Immediate Family, or to a Family Trust with respect to such Partner, or to any Qualified Institutional Transferee (other than a Parity Preferred Partner), or to an entity consisting of or owned entirely by one (1) or more of the foregoing Persons, or to the Partnership, or, in the event that a Partner is a partnership, or other entity (other than TCO and other than a Qualified Institutional Transferee that is not a QIT Entity), to one (1) or more of the constituent partners, or owners of such Partner or other entity, or to one (1) or more members of the respective Immediate Families or Family Trusts of the constituent partners, or owners of such Partner or other entity, or to any Qualified Institutional Transferee (other than a Parity Preferred Partner), or to an entity consisting of or owned entirely by one (1) or more of the foregoing Persons, or to the Partnership, provided that, in each case, the Managing General Partner has determined by written notification (a "Transfer Determination" ), to the transferring Partner, which Transfer Determination shall not be unreasonably withheld and shall be deemed given if not refused within seven (7) Business Days of the date of notice thereof to the Partnership, that either (A) such Transfer will not cause (i) any lender of the Partnership or an Owning Entity to hold in excess of ten percent (10%) of the Percentage Interests or any other percentage of the Percentage Interests that would, pursuant to the Regulations under Section 752 of the Code or any successor provision, cause a loan by such lender to constitute Partner Nonrecourse Debt or (ii) a violation of any partnership agreement or other document forming or governing an Owning Entity, or (B) the Managing General Partner has determined to waive such requirement in its reasonable discretion, after having determined that the Transfer will not materially adversely affect the Partnership, its assets or any Partner, or constitute a violation of the Partnership Law, or any other law to which the Partnership or an Owning Entity is subject.

In addition to the foregoing, in the event that a Partner is a partnership or other entity (other than the Managing General Partner and other than a Qualified Institutional Transferee that is not a QIT Entity), such Partner may permit a Transfer of an interest in such Partner to any constituent partner or owner of such Partner, to one (1) or more members of any constituent partner's or owner's Immediate Family or a Family Trust with respect to any constituent partner or owner, to a Family Trust of a member of the Immediate Family of any constituent partner or owner of such Partner, to any Qualified Institutional Transferee (other than a Parity Preferred Partner), or to any Partner (other than a Parity Preferred Partner), provided that, in each case, the Managing General Partner has made a Transfer Determination prior to the proposed Transfer.

Further, in connection with a financing transaction, any Record Partner (other than TCO) may pledge some or all of the Units of Partnership Interest that such Record Partner owns on the effective date of the pledge (the “Pledge Units” ) to any Person (the “Pledgee” ), subject to the restrictions set forth in this paragraph of Section 8.1(b). Before effecting the pledge of any Pledge Units, the pledging Partner must first receive a Transfer Determination with respect to the pledge, and the Pledgee must irrevocably agree, pursuant to a written instrument acceptable to the Managing General Partner, that (A) unless (i) the Pledgee is a Person described in the preceding paragraphs of this Section 8.1(b) as a Person to whom a Partner may Transfer its Partnership Interest (a “Permitted Transferee” ) and (ii) the Managing General Partner has agreed, in writing, to the admission of the Pledgee as a substitute Partner with respect to some or all of the Pledge Units upon a default under the loan to be secured by the pledge of Pledge Units, (B) the Pledgee (1) shall

not, at any time, have or exercise any rights as a Partner with respect to any of the Pledge Units (including any right to consent or vote with respect to any matter affecting the Partnership), other than (a) the right to receive any distributions from the Partnership that are or may be payable with respect to the Pledge Units as and when the same become payable and (b) the right to receive the return of any contribution to which the pledging Partner would be entitled with respect to the Pledge Units, and (2) shall not, upon the pledging Partner's default or otherwise, have any right (or claim or attempt to exercise any right) to Transfer (or cause the Transfer of) the Pledge Units (or any interest in the Pledge Units) other than to TCO in exchange for Equity Shares or another Permitted Transferee.

(c) The Partnership shall have the right to redeem the Parity Preferred Equity of a given series in accordance with the Designation, Distribution, Redemption, Exchange, and Consent Provisions for such series. Each Parity Preferred Partner shall have the right to exchange such Partner's Parity Preferred Equity of a given series for shares of the Parity Related Issue in accordance with the Designation, Distribution, Redemption, Exchange, and Consent Provisions relating to such series. A Parity Preferred Partner owning a series of Parity Preferred Equity may Transfer its Parity Preferred Equity and right to any Parity Preferred Return only to TRG and/or TCO pursuant to the foregoing provisions of this Section 8.1(c) and in accordance with the Designation, Distribution, Redemption, Exchange, and Consent Provisions relating to the applicable series.

In the event of the redemption by TCO, in whole or in part, of any series of preferred shares that constitutes a Parity Related Issue through the issuance of common equity, TCO shall convert its Parity Preferred Equity (or a portion thereof) (exclusive of any accrued but unpaid dividends) to an Additional Interest by contributing to the capital of the Partnership all of its right, title, and interest, in and to the payment of any future Parity Preferred Return on that portion of the converted Parity Preferred Equity, with the effect that the portion of the converted Parity Preferred Equity and related right to the payment of any future Parity Preferred Return shall be converted to an Additional Interest in accordance with Section 8.4(a) hereof, such Additional Interest to be provided by a proportionate reduction in the Percentage Interests of all of the Partners, as provided in Section 8.4(a) hereof. Any such redemption shall be effected so that, following such redemption, the number of Units of Partnership Interest then held by TCO shall equal in value the number of shares of TCO's common stock then outstanding. Upon and to the extent of the conversion of Preferred Equity to Additional Interests in accordance with this Section 8.1(c), the Partnership Interest Ledger shall be updated accordingly. In the event of a redemption by TCO, in whole or in part, of any series of preferred shares that constitutes a Parity Related Issue through the issuance of preferred equity, TCO shall convert that portion of its Parity Preferred Equity equal to the portion of the Parity Related Issue that was redeemed (exclusive of any accrued but unpaid dividends) by appropriate amendment, whether by Annex or otherwise, to Parity Preferred Equity having terms equivalent to the newly issued preferred equity through which the Parity Related Issue was redeemed. Upon and to the extent of the conversion of any portion of a Parity Preferred Equity Balance to Additional Interests in accordance with this Section 8.1(c), the Partnership Interest Ledger shall be updated accordingly.

(d) TCO may Transfer all or any portion of its Partnership Interest (but not less than one (1) Unit of Partnership Interest) to, and only to, the Partnership or to any other Partner(s) or to any Qualified Institutional Transferee(s) provided that TCO retains at least a thirty percent (30%) Percentage Interest in the Partnership. Notwithstanding anything to the contrary contained in this Agreement, in the event of a Transfer (other than a Transfer to an existing General Partner or to the Partnership) of a portion of TCO's Partnership Interest pursuant to this Section 8.1(d), such Partnership Interest (or a portion thereof) shall immediately convert to a Partnership Interest as a limited partner in the Partnership, which transferee, subject to the provisions of Section 8.2 hereof, shall have and be subject to all of the rights, obligations, restrictions, and attributes of a limited partner, all as provided in this Agreement. In the event of a conversion of a portion of TCO's Partnership Interest pursuant to this Section 8.1(d), without the approval, consent or act of any Partner, the Managing General Partner may amend this Agreement, the Certificate of Limited Partnership (if required by the Partnership Law), and any other document determined by the Managing General Partner to be necessary to reflect the foregoing.

(e) Transfers of ownership interests in TCO and in any Qualified Institutional Transferee (other than a QIT Entity) as well as the change in a trustee of any trust that is a Partner or of any trust that holds an interest in any Partner may be made without restriction by the terms of this Agreement. Without the approval, consent or act of any Partner, the Managing General Partner may amend this Agreement, the Certificate of Limited Partnership (if required by the Partnership Law), and any other document determined by the Managing General Partner to be necessary to reflect any such Transfer or, if necessary, change in trustee.

(f) Notwithstanding the provisions of Section 8.1(b) hereof, in the event a Parity Preferred Partner desires to Transfer its Partnership Interest to a Qualified Institutional Transferee, it may do so provided that it has obtained the prior written consent of each Appointing Person, which consent may be withheld in its sole and absolute discretion, and provided that the Managing General Partner has issued a Transfer Determination or waived such requirement all in accordance with Section 8.1(b) hereof.

(g) In the event that the Managing General Partner is unable to provide a Transfer Determination to a Partner in accordance with this Section 8.1, upon request of such Partner, the Managing General Partner may provide a conditional Transfer Determination (a "Conditional Transfer Determination" ), which Conditional Transfer Determination shall be subject to such terms and conditions as the Managing General Partner shall determine and so state in the Conditional Transfer Determination.

(h) Any action contrary to the provisions of this Article VIII shall be null and void and ineffective for all purposes.

Section 8.2 Substitution of Partners.

Regardless of compliance with any of the provisions hereof (including, without limitation, the provisions of Section 8.1 and Article IX hereof) permitting a Transfer of a Partnership Interest, no Transfer (except by way of a Pledge) of a Partnership Interest shall be recognized by or be binding upon the Partnership unless:

(i) such instruments as may be required by the Partnership Law or other applicable law to effect the continuation of the Partnership and the Partnership's ownership of its properties are executed and delivered and/or filed;

(ii) a certification that the assignee, or if the assignee is an entity, such entity and each of its beneficial owners, is not specified as a “specially designated national” by the Office of Foreign Assets Control is delivered;

(iii) if the assignee holds Units of Partnership Interest, the assignee delivers to the Partnership a Partnership Interest Certificate evidencing the number of Units of Partnership Interest which are the subject of the Transfer, and in the case of each assigning Partner whether or not it holds Units of Partnership Interest, the assignee delivers to the Partnership a duly executed and acknowledged written instrument of assignment, which instrument of assignment binds the assignee to all of the terms and conditions of this Agreement as if the assignee were a signatory party hereto and does not release the assignor from any liability or obligation (accrued to the date of Transfer) of or in respect of the Partnership Interest which is the subject of the Transfer;

(iv) the instrument of assignment is manually signed by the assignee and assignor with such proof of authenticity of the signatures as the Managing General Partner may reasonably require; and

(v) in the event that such assignee is not then a Partner in the Partnership, the Managing General Partner shall have consented (which consent may be withheld for any reason or for no reason) in writing to the admission of the assignee as a substitute partner (in respect of the Partnership Interest acquired) in the Partnership.

An assignee of a Partnership Interest pursuant to a Transfer permitted in this Agreement may, subject to the provisions of this Article VIII, be admitted as a partner in the Partnership in the place and stead of the assignor Partner in respect of the Partnership Interest acquired from the assignor Partner and shall, except as otherwise specifically provided in this Agreement, have all of the rights, powers, obligations, and liabilities, and be subject to all of the restrictions, of the assignor Partner, including, without limitation, the liability of the assignor Partner for any existing unperformed obligations of the assignor Partner. In the event that a Partner pledges or proposes to pledge its Partnership Interest or any portion thereof (but not less than one (1) Unit of Partnership Interest) in connection with a financing transaction, such Partner may request that the Managing General Partner consent in writing, at the time of the financing transaction or in contemplation thereof, to the admission of a pledgee or pledgees (or transferee(s) upon the foreclosure or like action in respect of such Pledge) as a substitute partner(s) in the Partnership (which consent may be withheld for any reason or for no reason). Each of the Partners, on behalf of itself and its permitted successors and assigns, HEREBY AGREES AND CONSENTS to the admission of any such substitute partners as herein provided.

Section 8.3 Failure or Refusal to Grant Consent.

(a) The Managing General Partner's failure or refusal to grant its consent to the admission of an assignee as a substitute Partner in the Partnership as provided in clause (iv) of Section 8.2 hereof, shall not affect the validity or effectiveness of any such instrument as an assignment by the assignor to the assignee of the right to receive the share of the Profits or Losses or other items, or distributions from the Partnership, or the return of the contribution to which such assignor would be entitled and which was thereby assigned, provided that such assignor has received a Transfer Determination from the Managing General Partner in accordance with Section 8.1(b) hereof in respect of such Transfer, and a duly executed and acknowledged written instrument of assignment in form reasonably satisfactory to the Managing General Partner, the terms of which are not in contravention of any of the provisions of this Agreement, and which terms shall contain appropriate indemnifications in favor of the Partnership with respect to distributions and other matters as the Managing General Partner may reasonably require, is filed with the Partnership; provided, however, that the assignor shall continue to be a Partner for all purposes of the Partnership, except that the assignee (and not the assignor) shall be considered to hold the interest (and the related Units of Partnership Interest) assigned for purposes of exercising all rights of approval under this Agreement.

(b) An assignee of any portion of or an interest in a Partnership Interest (an “Assigned Interest” ) pursuant to a Transfer with respect to which a Transfer Determination has been granted that has not, for any reason, been admitted as, or become, a partner in the Partnership in the place and stead of an assignor Partner (the “Original Assignor” ) in respect of the Assigned Interest, may, by prior written notice to the Managing General Partner, assign the Assigned Interest, in accordance with and subject to the provisions of this Article VIII in all respects as if or with the same effect as if such assignee were a Partner, and in the event that any subsequent assignee is admitted as a substitute partner in accordance with and subject to Section 8.2 hereof, the Original Assignor, simultaneously with such subsequent assignment, shall Transfer all of its remaining right, title, and interest in the Partnership Interest relating to the Assigned Interest, to the Partner acquiring the Assigned Interest, which Partner shall act and be the partner in respect of the Assigned Interest in the place and stead of the Original Assignor. Each assignor Partner, on behalf of itself and its permitted successors and assigns, hereby agrees to enter into an appropriate amendment to this Agreement, the Certificate of Limited Partnership (if required by the Partnership Law), and any other document determined by the Managing General Partner to be necessary to reflect the foregoing.

Section 8.4 Issuance of Additional Interests to TCO and Other Persons or of Incentive

Interests to Certain Persons.

(a) At any time after the Effective Date, the Managing General Partner, subject to (i) Section 6.1(b) hereof, (ii) a determination in accordance with the Transfer Determination provisions of Section 8.1(b) hereof in respect of the issuance of additional Partnership Interests, (iii) receipt of a certification that the

Person to be issued an interest in the Partnership (or if such Person is an entity, such entity and each of its beneficial owners) is not specified as a “specially designated national” by the Office of Foreign Assets Control, and (iv) a determination that such issuance will be in the best interests of the Partnership, may cause the Partnership to issue additional Partnership Interests in the Partnership to and, if desired, admit as a Partner in the Partnership, any Person including TCO (herein referred to as an "Additional Interest" ) in exchange for the contribution to the Partnership by such Person of development or other venture opportunities, interests in development or other venture opportunities, regional shopping center developments, interests in regional shopping center developments, cash, cash equivalents and/or other assets, as determined by the Managing General Partner in accordance with Section 3.1 hereof. In the event that an Additional Interest is issued by the Partnership pursuant to this Section 8.4(a), such Additional Interest shall be provided by a proportionate reduction in the Percentage Interests of all of the Partners. The Managing General Partner shall be authorized on behalf of each of the Partners to amend this Agreement and the Certificate of Limited Partnership (if required by the Partnership Law), to reflect the admission of an additional partner or an increase in the Percentage Interest of a Partner, as applicable, and the corresponding reduction in the Percentage Interests of the Partners.

(b) At any time and without the consent of any Partner, the Managing General Partner, subject to a determination by the Managing General Partner in accordance with the Transfer Determination provisions of Section 8.1(b) hereof in respect of the issuance of additional Partnership Interests, may cause the Partnership to issue, pursuant to an Incentive Option Plan, Partnership Interests (herein referred to as an "Incentive Interest" ) to and, if desired, admit as Partners in the Partnership, Persons upon exercise of the Incentive Options in exchange for the contribution to the capital of the Partnership of the exercise price, in accordance with the Incentive Option Plan governing such grant. In the event that any individual that is granted an Incentive Option is not permitted to be a partner in the Partnership as a result of Section 8.1(b) hereof, and is not prohibited from acquiring additional Equity Shares pursuant to the provisions of TCO's Articles of Incorporation, as the same may be amended from time to time, such individual shall assign to TCO its rights under the Incentive Option Plan in exchange for Equity Shares prior to the actual issuance of such Partnership Interest to such individual. In the event that an Incentive Interest is issued by the Partnership pursuant to this Section 8.4(b), such Incentive Interest shall be provided by a proportionate reduction in the Percentage Interests of all of the Partners. The Managing General Partner shall be authorized on behalf of each of the Partners to amend this Agreement and the Certificate of Limited Partnership (if required by the Partnership Law), to reflect the admission of an additional limited partner and the corresponding reduction in the Percentage Interests of all of the Partners.

Section 8.5 Conversion of Partnership Interests.

TG and TCO shall each remain a General Partner of the Partnership. In the event that TCO acquires all or a portion of the Partnership Interest of a Limited Partner, such Partnership Interest shall, without any further action, automatically convert to a general partner's Partnership Interest in the Partnership; provided, however, that without the approval, consent or act of any Partner, the Managing General Partner may amend this Agreement, the Certificate of Limited Partnership (if required by the Partnership Law), and any other document determined by the Managing General Partner to be necessary to reflect the foregoing.

IX.

WITHHOLDING.

If any local, state, federal, or foreign law or regulation requires or permits the Partnership to withhold tax attributable to allocations of Profits or items of the foregoing or distributions to a Partner or if the Managing General Partner in its discretion, determines it to be in the best interest of the Partnership to withhold amounts in connection with a Partner's tax liability (e.g., to file a unified state income tax return for nonresidents of a particular state) (all such amounts being herein referred to collectively as the "Additional Tax" ), any Additional Tax shall (i) be withheld from cash otherwise currently distributable to such Partner, and (ii) to the extent cash is not distributable to such Partner for the taxable period as to which such withholding is required, be treated as a loan from the Partnership to such Partner, which loan shall bear interest at the Partnership's cost of funds, and the portion of all cash subsequently distributable to such Partner shall, to the extent of the unpaid principal amount of, and the accrued interest on, such loan, be retained by the Partnership and applied against such loan.

For the purpose of determining a Partner's Capital Account, any amount of cash allocable to a Partner that is retained by the Partnership pursuant to this Article IX shall be treated as if such cash had been actually distributed to such Partner.

DISABLING EVENT OR EVENT OF WITHDRAWAL IN RESPECT

OF A PARTNER; SUCCESSION OF INTERESTS.

Section 10.1 Disabling Event or Event of Withdrawal in Respect of a Partner.

(a) For purposes of this Article X:

(1) a "Disabling Event" means, with respect to a Partner, such Partner's (A) in the case of a Partner that is a natural person, death, (B) Bankruptcy, (C) in the case of a Partner who is a natural person, the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property, (D) in the case of a Partner who is acting as a Partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee), (E) in the case of a Partner that is a separate partnership or limited liability company, the dissolution and commencement of winding up of the separate partnership or limited liability company, or (F) in the case of a Partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of ninety (90) Days after the date of notice to the corporation or revocation without a reinstatement of its charter;

(2) a "Disabled Partner" or the "Disabled General Partner" or the "Disabled Limited Partner" means a Partner (General or Limited, as the case may be) who has suffered a Disabling Event or an Event of Withdrawal;

(3) a "Representative" means, with respect to a Disabled Partner, (A) the personal representative(s), executor(s), or administrator(s) of the estate of a deceased Partner, and (B) the committee or other legal representative(s) of the estate of an insane, incompetent, or Bankrupt Partner;

(4) a "Successor" means, with respect to a Disabled Partner, the legal representative(s) or successor(s) of a corporation, partnership or other business organization, or trust or other entity which is dissolved (without timely reconstitution or continuation) or terminated or whose legal existence has ceased; and

(5) "Event of Withdrawal" means, with respect to a Partner, such Partner's retirement, resignation, other withdrawal from the Partnership pursuant to the Partnership Law or any other event (which is not a Disabling Event) that causes a Partner to cease to be a Partner under the Partnership Law.

(b) Upon the occurrence of a Disabling Event or an Event of Withdrawal in respect of a General Partner, provided that there is a General Partner remaining, the Partnership shall not dissolve but shall be continued in accordance with this Agreement, and the Partnership Interest of the Disabled General Partner shall automatically become that of a limited partner except to the extent such Disabled General Partner, at such time or any time thereafter, assigns its Partnership Interest to another General Partner, subject to the provisions of Section 8.1 hereof; and such Disabled General Partner or Successor shall thereupon have the same interest in the Partnership capital, profits, losses, and distributions as the Disabled General Partner, but otherwise shall have and be subject to all the rights, obligations, restrictions, and attributes of a limited partner, all as provided in this Agreement. Upon the occurrence of a Disabling Event or an Event of Withdrawal in respect of the last remaining General Partner, the Partnership shall dissolve; provided, however, that the Partnership shall not be dissolved if within ninety (90) Days after such Disabling Event or Event of Withdrawal all Partners (other than any Parity Preferred Partner) agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such Disabling Event or Event of Withdrawal, of one (1) or more general partners of the Partnership as successor general partner(s) ( “Successor General Partner” ) to act as, and be in all respects under this Agreement, a general partner. If any such election is made, the Partnership shall continue pursuant to this Agreement for the term provided in Section 1.5 hereof, and the Partnership Interest of the Disabled General Partner in the Partnership (except to the extent such interest is held by the Successor General Partner) shall automatically become that of a limited partner; and

such Representative or Successor to the Disabled General Partner (subject, in the case of a Representative or Successor, to Sections 8.1 and 8.2 hereof) shall thereupon have the same interest in the Partnership capital, profits, losses, and distributions as the Disabled General Partner, but otherwise (except to the extent a Successor to the Disabled General Partner shall be the Successor General Partner) shall have and be subject to all the rights, obligations, restrictions, and attributes of a limited partner, all as provided in this Agreement. In the event of the selection of a Successor General Partner, as provided in this Section 10.1(b), (1) each of the Partners, on behalf of itself and its permitted successors and assigns, HEREBY AGREES AND CONSENTS to the admission of any such Successor General Partner as herein provided; and (2) the then Partners shall execute and deliver such instruments and documents, and shall take such actions, as shall be necessary or advisable, in the sole and absolute discretion of the Successor General Partner to carry out the provisions of this Article X, including, but not limited to, (x) the execution of conformed counterparts of this Agreement, amendments to this Agreement, and/or an amended limited partnership agreement, (y) the execution and filing of certificates of discontinuance, assumed or fictitious name certificates, certificates of co-partnership, and/or certificates of limited partnership, and/or amended certificates of limited partnership, and (z) the execution of such instruments and documents (including, but not limited to, deeds, bills of sale, and other instruments of conveyance and/or assignments of Partnership Interest) as shall be necessary or advisable to effect any necessary transfer (nominal or otherwise) of the property, assets, investments, rights, liabilities, and business of the Partnership or of a Partnership Interest and/or to accomplish the purpose and intent of this Article X. In the event that a Partner shall fail to execute any such instruments or documents or fail to take any such actions, when requested to do so by the Successor General Partner, the Successor General Partner and/or any Person designated by the Successor General Partner, as attorney-in-fact for each of the Partners, shall have the right and power for, on behalf of, and in the name of each of the Partners to execute any and all instruments and documents and take any and all such actions.

(c) The occurrence of a Disabling Event or an Event of Withdrawal in respect of a Limited Partner shall not, in and of itself, dissolve the Partnership. Subject to the provisions of Section 8.1 hereof, in the event of a Disabling Event or an Event of Withdrawal in respect of a Limited Partner, the Disabled Limited Partner or its Representative or Successor, upon compliance with the provisions of Section 8.2 hereof, shall remain or be admitted as a limited partner in the Partnership and shall have all the rights of the Disabled Limited Partner as a limited partner in the Partnership to the extent of the Disabled Limited Partner's Partnership Interest, subject to the terms, provisions, and conditions of this Agreement.

Section 10.2 References to "Partner" and "Partners" in the Event of Successors.

In the event that any Partner's Partnership Interest is held by one or more successors to such Partner, references in this Article X to "Partner" and "Partners" shall refer, as applicable and except as otherwise provided herein, to the collective Partnership Interests of all successors to the Partnership Interest of such Partner.

Section 10.3 Waiver of Dissolution if Transfer is in Full Compliance with Agreement;

Negation of Right to Dissolve Except as Herein Provided; No Withdrawal.

(a) Each of the Partners hereby waives its right to terminate or cause the dissolution and winding up of the Partnership (as such right is or may be provided under the Partnership Law) upon the Transfer of any Partner's Partnership Interest.

(b) No Partner shall have the right to terminate this Agreement or dissolve the Partnership by such Partner's express will.

(c) No Partner shall have any right to retire, resign, or otherwise withdraw from the Partnership and have the value of such Partner's Partnership Interest ascertained and receive an amount equal to the value of such Partnership Interest.

(d) In the event of an Event of Withdrawal in respect of a Partner in breach of this Agreement but pursuant to such Partner's statutory powers under the Partnership Law, to the extent that such powers exist in the face of a prohibition against withdrawal in this Agreement, then the value of such Partner's Partnership Interest shall be ascertained in accordance with the Partnership Law, and such Partner shall receive from the Partnership in exchange for the relinquishment of such Partner's Partnership Interest an amount equal to the lesser of (i) the value of such Partner's Partnership Interest as so determined less any damages incurred by the Partnership as a result of such Partner's breach of this Agreement, and (ii) ninety percent (90%) of the value of such Partner's Partnership Interest as so determined. In no event shall a Partner be considered to have withdrawn from the Partnership solely as a result of such Partner having suffered a Disabling Event.

XI.

TERMINATION OF THE PARTNERSHIP,

WINDING UP, AND LIQUIDATION.

Section 11.1 Liquidation of the Assets of the Partnership and Disposition of the

Proceeds Thereof.

(a) Upon the dissolution of the Partnership, the Managing General Partner, or in the event that the Managing General Partner has suffered a Disabling Event or an Event of Withdrawal and there are one or more remaining General Partners, such remaining General Partner(s), or in the event that there is no remaining General Partner, a Person selected by those Partners holding in the aggregate a Percentage Interest of in excess of fifty percent (50%) (the Managing General Partner or such Person so selected is herein referred to as the "Liquidator" ), shall proceed to wind up the affairs of the Partnership, liquidate the property and assets of the Partnership, and terminate the Partnership, and the proceeds of such liquidation shall be applied and distributed in the following order of priority:

(1) to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership (whether by payment or by making a reasonable provision for payment) other than obligations of the Partnership to the Partners and liabilities for distribution to Partners on account of their respective interests in the Partnership; and then

(2) to the satisfaction of all obligations of the Partnership to Partners other than the Guaranteed Payment and other than any Parity Preferred Return; and then

(3) to TCO in an amount equal to any accrued but unpaid Guaranteed Payment (proportionate among each series); and then

(4) to TCO in an amount equal to that portion of its Capital Account attributable to its Preferred Equity (proportionate among each series); and then

(5) to the Parity Preferred Partners, if any, in an amount equal to their respective Parity Preferred Equity Balances (proportionate with respect to the amount of such balances among each series); and then

(6) to the Partners in accordance with and in proportion to their positive Capital Account balances. For this purpose, the determination of the Partners' Capital Account balances shall be made after adjustment to reflect the allocation of all Profits, Losses, and items in the nature of income, gain, expense, or loss under Section 5.1 hereof, and all distributions to the Partners pursuant to Section 5.2(a), Section 5.2(b), Section 5.3, Section 11.1(a)(4), and Section 11.1(a)(5) hereof, in each case for all Partnership Fiscal Years through and including the Partnership Fiscal Year of liquidation. Subject to the provisions of clause (1) of this Section 11.1(a), all distributions pursuant to this Section 11.1(a) shall be made by the end of the Partnership Fiscal Year of liquidation (or if later, within ninety (90) Days after the date of such liquidation).

(b) Subject to the requirements of Regulations Section 1.704-1(b)(2)(ii) (b)(2) , a reasonable time shall be allowed for the orderly liquidation of the property and assets of the Partnership and the payment of the debts and liabilities of the Partnership in order to minimize the losses normally attendant upon a liquidation.

(c) Each Partner hereby appoints the Liquidator as its true and lawful attorney-in-fact to hold, collect, and disburse, in accordance with this Agreement, the applicable requirements of Regulations Section 1.704-1(b), and the terms of any receivables, any Partnership receivables existing at the time of the termination of the Partnership and the proceeds of the collection of such receivables, including those arising from the sale of Partnership property and assets. Notwithstanding anything to the contrary in this Agreement, the foregoing power of attorney shall terminate upon the distribution of the proceeds of all such receivables in accordance with the provisions of this Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, if a General Partner or any Limited Partner which, by written notice to the Partnership, in its sole discretion, elects to be bound by this Section 11.1(d) shall have a negative balance in its Capital Account upon liquidation of the Partnership or upon liquidation of its Partnership Interest, after giving effect to the allocation of all Profits, Losses, gain or loss and items of the foregoing under Section 5.1 hereof and all distributions to the Partners pursuant to Section 5.2 hereof in each case for all Partnership Fiscal Years through and including the Partnership Fiscal Year of such liquidation, such Partner shall be obligated to make an additional capital contribution to the Partnership by the end of the Partnership Fiscal Year of liquidation (or, if later, within ninety (90) Days after the date of such liquidation), in an amount sufficient to eliminate the negative balance in its Capital Account. For purposes of this Section 11.1(d), "liquidation" shall be as defined in Regulations Section 1.704-1(b)(2)(ii) (g) .

(e) In connection with a liquidation of a Partner's interest in the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) that is not in connection with a liquidation of the Partnership, distributions to such Partner shall be made in accordance with the requirements of Treasury Regulations Section 1.704-1(b)(2)(ii) (b)(2) .

Section 11.2 Cancellation of Certificates.

After the affairs of the Partnership have been wound up, the property and assets of the Partnership have been liquidated, and the proceeds thereof have been applied and distributed as provided in Section 11.1(a) hereof and the Partnership has been terminated, appropriate Persons shall, if required by law, execute and file a certificate of dissolution or cancellation of the Certificate of Limited Partnership and/or assumed or fictitious name certificate (or a similar writing) to effect the cancellation, of record, of the certificate(s) of partnership of the Partnership (or similar writing), and the Partnership Interest Certificates.

Section 11.3 Return of Capital.

Except as otherwise provided in Section 11.1(d) hereof, anything in this Agreement to the contrary notwithstanding, no General Partner shall be personally liable for the return of the capital contributions or Capital Account of any Partner, or any portion thereof, it being expressly understood that any such return shall be made only from and to the extent of Partnership assets.

XII.

POWER OF ATTORNEY.

Each Partner hereby constitutes and appoints the Managing General Partner and any Person or Persons designated or delegated by the Managing General Partner its true and lawful attorney-in-fact with full power of substitution, and with power and authority to act in its name and on its behalf, to make, execute and deliver, swear to, acknowledge, file, and record:

(a) this Agreement (and copies hereof) and amendments hereto or restatements hereof adopted pursuant to the provisions hereof (including, without limitation, any such amendment required upon the admission of a substitute or additional partner, the continuation of the Partnership, the formation of a successor partnership, or the doing of any act requiring the amendment of this Agreement under the Partnership Law or under the applicable laws of any other jurisdiction in which the Managing General Partner deems such action to be necessary or desirable, or by any regulatory agency) and, upon termination of the Partnership (or its successor), a certificate or agreement of dissolution and termination, as and if the same may be required by applicable law, or by any regulatory agency;

(b) the Certificate of Limited Partnership (and copies thereof) and any amendments thereto or restatements thereof adopted pursuant to the provisions hereof (including, without limitation, any amendment required upon the admission of a substitute or additional partner, the continuation of the Partnership, the formation of a successor partnership, or the doing of any act requiring the amendment of the Certificate of Limited Partnership under applicable law or regulatory agency, or the filing of a new or restated or amended Certificate of Limited Partnership (or amendment thereto) after the filing of a Certificate of Discontinuance or Dissolution or Termination, a cancellation, or the like, to evidence a new or changed constituency of, or a termination of, the Partnership, as the Managing General Partner deems said filing to be necessary or desirable);

(d) any other certificates or instruments as may be required under applicable laws or by any regulatory agency, as the Managing General Partner, deems necessary or desirable;

(e) all such other instruments as the Managing General Partner deems necessary or desirable and not inconsistent with this Agreement to carry out the provisions hereof in accordance with the terms hereof, including, without limitation, to execute and issue Partnership Interest Certificates in accordance with Section 4.7 or Section 13.18 hereof; and

(f) any document(s) to confirm the foregoing. Such attorney-in-fact shall, as such, have the right, power, and authority as such to amend or modify this Agreement and all certificates and the like required when acting in such capacity, so long as such amendment, modification, and/or filing is(are) specifically permitted by this Agreement.

The power of attorney granted in this Article XII (and each other power of attorney granted under or pursuant to this Agreement) is a special power of attorney coupled with an interest, is irrevocable, and shall survive the Transfer by a Partner of his Partnership Interest and shall survive his insanity, disability, incapacity, incompetency, Bankruptcy, and death and may be exercised by the attorney-in-fact by his signature on behalf of all Partners.

XIII.

MISCELLANEOUS.

Section 13.1 Notices.

(a) Any and all notices, approvals, directions, consents, offers, elections, and other communications (herein sometimes referred to collectively as the "Communications" and individually as a "Communication" ) required or permitted under this Agreement shall be deemed adequately given only if in writing.

(b) All Communications to be sent hereunder to a Partner or the Manager shall be given or served only if addressed to such Partner at its address set forth in the records of the Partnership or the Manager at its address as set forth in the Master Services Agreement or applicable management, administration, leasing, and development services contract, and if delivered by hand (with delivery receipt required), by telecopier (confirmation of receipt requested), or by certified mail, return receipt requested, or Federal Express or similar expedited overnight commercial carrier or courier.

(c) All Communications shall be deemed to have been properly given or served, if delivered by hand or mailed, on the date of receipt or date of refusal to accept shown on the delivery receipt or return receipt, if delivered by Federal Express or similar expedited overnight commercial carrier or courier, on the date that is one Business Day after the date upon which the same shall have been delivered to Federal Express or similar expedited overnight commercial carrier, addressed to the recipient, with all shipping charges prepaid, provided that the same is actually received (or refused) by the recipient in the ordinary course, and if sent by telecopier, on the date of confirmed delivery. The time to respond to any Communication given pursuant to this Agreement shall run from the date of receipt or confirmed delivery, as applicable.

(d) By giving to the Managing General Partner written notice thereof, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change the Person to receive Communications and their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

Section 13.2 Applicable Law.

This Agreement shall be governed by and construed in accordance with, the laws (other than the law governing choice of law) of the State of Delaware. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Partnership Law, the provision of this Agreement shall control and take precedence.

Section 13.3 Entire Agreement.

This Agreement contains the entire agreement among the parties hereto relative to the Partnership.

Section 13.4 Word Meanings; Gender.

The words such as "herein," "hereinafter," "hereof," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires.

Section 13.5 Section Titles.

Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

Section 13.6 Waiver.

No consent or waiver, express or implied, by a Partner to or of any breach or default by any other Partner in the performance by such other Partner of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Partner of the same or any other obligation of such Partner hereunder. Failure on the part of a Partner to object to any act or failure to act of any other Partner or to declare such other Partner in default, irrespective of how long such failure continues, shall not constitute a waiver by such Partner of its rights hereunder.

Section 13.7 Separability of Provisions.

Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability, or illegality shall not impair the operation of or affect the other portions of this Agreement.

Section 13.8 Binding Agreement.

Subject to the restrictions on Transfers set forth herein, this Agreement shall inure to the benefit of and be binding upon the undersigned Partners and their respective heirs, executors, personal representatives, successors, and assigns. Whenever, in this instrument, a reference to any party or Partner is made, such reference shall be deemed to include a reference to the permitted heirs, executors, personal representatives, successors, and assigns of such party or Partner.

Section 13.9 Equitable Remedies.

Except as otherwise provided in this Agreement, the rights and remedies of the Partners hereunder shall not be mutually exclusive, i.e., the exercise of a right or remedy under any given provision hereof shall not preclude or impair exercise of any other right or remedy hereunder. Each of the Partners confirms that damages at law may not always be an adequate remedy for a breach or threatened breach of this Agreement and agrees that, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to, nor shall it, limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other for a breach or threatened breach of any provision hereof.

Section 13.10 Partition.

No Partner nor any successor-in-interest to a Partner shall have the right while this Agreement remains in effect to have any property of the Partnership partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property of the Partnership partitioned, and each Partner, on behalf of itself and its successors and assigns, hereby waives any such right. It is the intention of the Partners that the rights of the parties hereto and their successors-in-interest to Partnership property, as among themselves, shall be governed by the terms of this Agreement, and that the rights of the Partners and their successors-in-interest to Transfer any interest in the Partnership shall be subject to the limitations and restrictions set forth in this Agreement.

Section 13.11 Amendment.

Except as otherwise provided in Sections 1.1, 4.5(a), 8.1, 8.2, 8.4, 8.5, and Article X hereof, a proposed amendment to this Agreement may be adopted and effective as an amendment hereto if it receives the written concurrence of each Appointing Person. Notwithstanding the foregoing, but except as otherwise provided in Sections 1.1, 4.5(a), 8.1, 8.2, 8.4, 8.5, and Article X hereof, (i) no such amendment shall change a Partner's Percentage Interest or increase a Partner's obligation to contribute to the capital of (or require a Partner to loan to) the Partnership or change the proviso at the end of Section 4.2 hereof, or change the

provisions hereof relating to the allocation of Profits, Losses, or other items, or change the distribution provisions of Section 5.2(a) hereof except for the timing of such distributions within the Partnership Fiscal Year and within thirty (30) Days thereafter and except for the timing of notices, including notices to be given pursuant to Section 6.4 hereof, with respect to distributions, or cause a limited partner to become a general partner, or remove a Partner, or remove a Partner's right to consent, approve, or vote or right to assign any such right as herein provided, or change the ability of a Partner to assign its Partnership Interest as provided in Article VIII hereof, without, in each such case, the written concurrence of each Partner, if any, whose Partnership Interest will be directly and adversely affected by such amendment, (ii) no such amendment shall change the provisions of Section 8.1(d) hereof without the written concurrence of those Partners holding in the aggregate a Percentage Interest equal to at least the sum of (x) the Percentage Interest held by TCO at the time of any such amendment plus (y) ninety-five percent (95%) of the difference between one hundred percent (100%) and the Percentage Interest held by TCO at the time of any such amendment, and (iii) no such amendment shall permit a combination of Units of Partnership Interest where the fair market value of each resulting Unit of Partnership Interest is in excess of One Hundred Thousand Dollars ($100,000) or change the provisions of this Section 13.11 without in either case the written concurrence of each Partner.

Section 13.12 No Third Party Rights Created Hereby.

The provisions of this Agreement are solely for the purpose of defining the interests of the Partners, inter se ; and no other person, firm, or entity ( i.e. , a party who is not a signatory hereto or a permitted successor to such signatory hereto) shall have any right, power, title, or interest by way of subrogation or otherwise, in and to the rights, powers, titles, and provisions of this Agreement.

Section 13.13 Liability of Partners.

Except as otherwise provided in this Agreement, as among the Partners, any liability or debt of the Partnership shall first be satisfied out of the assets of the Partnership, including the proceeds of any liability insurance which the Partnership may recover, and thereafter, in accordance with the applicable provisions of the Partnership Law.

Section 13.14 Additional Acts and Instruments.

Each Partner hereby agrees to do such further acts and things and to execute any and all instruments necessary or desirable and as reasonably required in the future to carry out the full intent and purpose of this Agreement.

Section 13.15 Agreement in Counterparts.

This Agreement may be executed in two (2) or more counterparts, all of which as so executed shall constitute one (1) Agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart; provided, however, that no provision of this Agreement shall become effective and binding unless and until all parties hereto have duly executed this Agreement, at which time this Agreement shall then become effective and binding as of the date first above written.

Section 13.16 Attorneys-In-Fact.

Any Partner may execute a document or instrument or take any action required or permitted to be executed or taken under the terms of this Agreement by and through an attorney-in-fact duly appointed for such purpose (or for purposes including such purpose) under the terms of a written power of attorney (including any power of attorney granted herein).

Section 13.17 Execution by Trustee.

Any trustee executing this Agreement shall be considered as executing this Agreement solely in his capacity as a trustee of the trust of which he is a trustee, and such trustee shall have no personal liability hereunder.

Section 13.18 Lost Partnership Interest Certificates

In the event that any Partnership Interest Certificate shall be lost, stolen, or destroyed, the Managing General Partner may authorize the issuance of a substitute Partnership Interest Certificate in place of the Partnership Interest Certificate so lost, stolen, or destroyed. In each such case, the applicant for a substitute Partnership Interest Certificate shall furnish to the Managing General Partner evidence to its satisfaction of the loss, theft, or destruction of such Partnership Interest Certificate and of the ownership thereof, and also such security or indemnity as the Managing General Partner may reasonably require.

IN WITNESS WHEREOF, the undersigned Appointing Persons, in accordance with Section 13.11 of the Second Amended and Restated Partnership Agreement, as amended, on behalf of all of the Partners, have executed this Agreement as of the date first-above written.



TAUBMAN CENTERS, INC., a Michigan corporation
By:	/s/ Lisa A. Payne
	Lisa A. Payne
	Its:	Vice Chairman and
		Chief Financial Officer

TG PARTNERS, LLC, a Delaware limited liability company
By:	TG Michigan, Inc., a Michigan corporation, manager
	By:	/s/ Robert S. Taubman
		Robert S. Taubman
	Its:	President and Chief Executive Officer

SCHEDULE A

Certain Interests of Partners in Tenants of Regional Centers*



Partner	Tenant	Ownership Interest	Regional
		(Direct or Indirect)	Center

*None as of December 12, 2012

SCHEDULE B

DESIGNATED PROPERTIES

Regional Center Owning Entity (directly or through one or

more 100 percent affiliated entities)

Beverly Center .................................................................... La Cienega Partners Limited Partnership

Cherry Creek ...................................................................... Taubman-Cherry Creek Limited Partnership

Twelve Oaks ....................................................................... Twelve Oaks Mall, LLC

Short Hills ........................................................................... Short Hills Associates, LLC

Stamford Town Center ........................................................ Rich-Taubman Associates

Fee Interest Only in Land ( i.e., exclusive of

any improvements thereon )

Oyster Bay ...................................................... Woodland Investment Associates Limited

Partnership

Partridge Creek ............................................... Woodland Investment Associates Limited

Partnership

EXHIBIT A

Form of Partnership Interest Certificate

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareowners

Taubman Centers, Inc.:

We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated February 24, 2012, on the effectiveness of internal control over financial reporting as of December 31, 2011, contains an explanatory paragraph that states management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2011 excluded internal controls of Taubman TCBL, acquired by the Company in December 2011. The assets and owners' equity of the acquired business were $26 million and $24 million at December 31, 2011, respectively. The acquisition of Taubman TCBL had an immaterial impact on the Company's consolidated net income during the year ended December 31, 2011. Our audit of internal control over financial reporting of Taubman Centers, Inc. also excluded an evaluation of the internal control over financial reporting of Taubman TCBL.

(signed) KPMG LLP

Chicago, Illinois

December 27, 2012