Exhibit 10.1

AMENDMENT TO THE TAUBMAN COMPANY LLC

2008 OMNIBUS LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective as of May 21, 2010)

The Taubman Company LLC, a Delaware limited liability company (the “Company”) has adopted and maintains The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, originally effective May 29, 2008, and as amended and restated effective as of May 21, 2010 (the “Plan”).

Pursuant to Section 5.3 of the Plan, the Plan may be amended from time to time by action of the Board of Directors of Taubman Centers, Inc. (the “Board”).

The Board has previously delegated to the Compensation Committee of the Board (the “Compensation Committee”) the Board’s right to amend the Plan.

The Compensation Committee, acting as the delegate of the Board, desires to amend the Plan to modify (narrow) the provisions relating to the award of TRG Units under the Plan. Accordingly, the Company, acting through the Compensation Committee, amends the Plan effective June 1, 2016, as follows:

1. Section 2.47 (TRG Unit) of the Plan is amended to read as follows:

“ 2.47 ‘ TRG Unit ’ means, effective for Awards made on and after March 1, 2016, a ‘Profits Unit’ as defined and to the extent authorized under The Third Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, dated December 12, 2012, as thereafter amended from time to time, and is intended to constitute a “profits interest” within the meaning of the Code. For Awards made prior to March 1, 2016, ‘TRG Unit’ means a unit of limited partnership in TRG.”

2. Section 10 (Terms and Conditions of Restricted Shares, Restricted Share Units, Restricted TRG Units and Restricted TRG Unit Units) is amended by the addition of a new Section 10.8 at the end thereof, reading as follows:

“ 10.8 TRG Unit Awards On and After March 1, 2016. Awards of TRG Units on and after March 1, 2016 may only be issued to a Participant for the performance of services to or for the benefit of the Company and/or TRG (i) in the Participant’s capacity as a partner of TRG, (ii) in anticipation of the Participant becoming a partner of TRG, or (iii) as otherwise determined by the Committee, provided that the TRG Units are intended to constitute “profits interests” within the meaning of the Code, including, to the extent applicable, Internal Revenue Service Revenue Procedure 93-27 and Internal Revenue Service Procedure 2001-43.”

The Compensation Committee, acting as the delegate of the Board, has caused this Amendment to The Taubman Company 2008 Omnibus Long-Term Incentive Plan to be executed by its duly authorized representative this 1 ^st day of June, 2016.

The Taubman Company LLC, a Delaware limited liability company,

By: The Taubman Realty Group Limited Partnership, a Delaware limited partnership, managing member

By: /s/ Chris B. Heaphy

Chris B, Heaphy, Assistant Secretary

Exhibit 10.2

FIRST AMENDMENT TO THE THIRD AMENDMENT AND

RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

THIS FIRST AMENDMENT (this " Amendment ") TO THE THIRD AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP (the “ Partnership Agreement ”) is entered into effective as of June 1, 2016, and is made by and between TAUBMAN CENTERS, INC., a Michigan corporation (" TCO "), and TG PARTNERS, LLC, a Delaware limited liability company (“ TG ”), who, as the Appointing Persons, have the full power and authority pursuant to Section 13.11 of the Partnership Agreement, to amend the Partnership Agreement on behalf of all of the Partners of the Partnership with respect to the matters herein provided. (Capitalized terms used herein that are not herein defined shall have the meanings ascribed to them in the Partnership Agreement.)

Recitals :

A.      On December 12, 2012, TCO and TG entered into the Partnership Agreement as an amendment and restatement of the then-existing partnership agreement, as authorized under Section 13.11 of such agreement.

B.      As authorized under Section 13.11 of the Partnership Agreement, the parties hereto wish to further amend the Partnership Agreement to provide for the issuance of Profits Units to certain employees of The Taubman Company LLC in accordance with the provisions of an Award Agreement under The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as amended, and for certain other reasons.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Partnership Agreement is amended as follows:

1.      Article II of the Partnership Agreement is hereby amended to add the following definitions in their proper alphabetical placement:

“ Award ” means a grant of a Profits Unit under the Plan together with the related Profits Units Designation.

“ Award Agreement ” means each written agreement among TTC, the Partnership and a Participant that evidences and sets out the terms and conditions of an Award.

“Participant” means a Person who received or holds an Award under the Plan.

“Plan” means The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as the same has been or hereafter may be further amended, together with any replacement or successor employee incentive plan adopted by TCO with shareholder approval, as the same may be amended or modified.

“ Profits Unit ” means a Partnership Interest issued to a Participant under the Plan as more particularly described in the Award Agreement and Section 8.4(c) hereof. Each Profits Unit

shall be convertible into a Unit of Partnership Interest under the terms and conditions set forth in a related Profits Units Designation.

“ Profits Units Designation ” is defined in Section 8.4(c) hereof.

2.      The definition of “Appointing Person” is hereby deleted, and the following is substituted in the place thereof:

“ Appointing Person ” means TCO and TG for so long as the aggregate Percentage Interests 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 and the total number of Profits Units that are vested in accordance with the applicable Profits Units Designation held by Original Partner Affiliates and TTC Affiliates.

3.      The definition of “ Record Partner ” is hereby deleted in its entirety, and the following is substituted in the place thereof:

“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, an Incentive Interest or Profits Units pursuant to Section 8.4 hereof and, in each 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.

4.      The definition of “Tax Liability” is hereby deleted in its entirety, and the following is substituted in the place thereof:

“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, (y) such Partner has otherwise agreed not to include the gain allocable to such Partner in the calculation of the Tax Liability or (z) a Profits Units Designation provides that such gain shall not be taken into account; 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.

5.      Section 4.5(b)(2) of the Partnership Agreement is hereby deleted in its entirety, and the following is substituted in the place thereof:

(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; (iii) the issuance of any interests in the Partnership as consideration for the provision of services to or for the benefit of the Partnership; and (iv) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii) (g) ;

6.      Section 4.6 of the Partnership Agreement is hereby deleted in its entirety, and the following is substituted in the place thereof:

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, 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" ). Units of Partnership Interest shall include Profits Units only to the extent provided in the applicable Profits Unit Designation. 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, and Profits Units shall be taken into account only to the extent provided in the applicable Profits Units Designation.

7.      Section 5.2(a) of the Partnership Agreement is hereby amended to insert “unless otherwise specified in any Profits Units Designation,” at the beginning of clauses (ii) through (vi) thereof.

8.      Section 6.3 of the Partnership Agreement is hereby deleted in its entirety, and the following is substituted in the place thereof:

The Managing General Partner shall approve the compensation of any employee of TTC 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, (i) grant to certain 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 and/or (ii) award to certain employees of TTC Profits Units representing interests in the Partnership as a limited partner pursuant to the terms of a Profits Units Designation, which designation 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 to certain employees of TTC (x) the Incentive Options and/or (y) the Profits Units pursuant to an Award Agreement and subject to the terms and conditions of the applicable Profits Units Designation.

9.      Section 6.10 is hereby amended to add the following new subsection (c) at the end thereof:

(c)      Beginning on January 1, 2018, or if later, the date that the “New Partnership Audit Rules” as enacted pursuant to Section 1101(c)(1) of the Bipartisan Budget Act of 2015 become effective, (i) the Managing General Partner is hereby designated as the “partnership representative” under Section 6223(a) of the Code, as amended by the Bi-Partisan Budget Act of 2015, and (ii) the partnership representative shall or shall cause the Partnership to make the election under Section 6226(a) of the Code, as amended by the Bi-Partisan Budget Act of 2015, to apply the alternative procedures to pass through payment of any underpayments to the Partners and to take any other actions as shall be necessary or appropriate to effectuate and comply with such election.

10.      The title of Section 8.4 of the Partnership Agreement is hereby amended to read as follows:

11.      Section 8.4 of the Partnership Agreement is hereby amended to add the new subsection (c) at the end thereof:

(c)      At any time 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 the Plan, Profits Units to and admit as Partners in the Partnership, Persons who are awarded Profits Units pursuant to the Plan in exchange for services rendered to or on behalf of the Partnership. The number of Profits Units outstanding at any time shall not exceed the number of Equity Shares of TCO reserved and available for issuance at such time under the Plan. Each class or series of Profits Units issued in accordance with this Section 8.4(c) shall be described in a written document that shall be appended to and incorporated into this Agreement (the “ Profits Units Designation ”) and that shall set forth, in sufficient detail, any performance conditions and the economic rights, including distribution and conversion rights of the class or series of Profits

Units. The Managing General Partner shall, upon request, provide the Limited Partners with a copy of the Profits Unit Designation.

        

12.      As amended by this Amendment, all of the provisions of the Partnership Agreement are hereby ratified and confirmed and shall remain in full force and effect.

            

IN WITNESS WHEREOF, the undersigned Appointing Persons, in accordance with Section 13.11 of the Partnership Agreement, on behalf of all of the Partners, have entered into this Amendment as of the date first-above written.

TAUBMAN CENTERS, INC., a Michigan corporation

By: /s/ Simon J. Leopold

                             Simon J. Leopold

Its: 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

                            

    

    

Exhibit 10.3

CERTIFICATE OF DESIGNATION

OF

SERIES [ ] PROFITS UNITS

OF

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

WHEREAS, The Taubman Realty Group Limited Partnership (the “ Partnership ”) is authorized to issue Profits Units to employees of The Taubman Company LLC pursuant to Section 6.3 of the Third Amendment and Restatement of Agreement of Limited Partnership of the Partnership (as amended by the First Amendment dated June 1, 2016, the “ Partnership Agreement ”);

WHEREAS, the Managing General Partner has determined that it is in the best interests of the Partnership to designate a series of Profits Units that are subject to the provisions of this Designation and the related Award Agreement (as defined below); and

WHEREAS, Section 8.4(c) of the Partnership Agreement authorizes the Managing General Partner, without the consent of any other Partner, to set forth in a Profits Units Designation (as defined in the Partnership Agreement) the performance conditions and economic rights including distribution and conversion rights of each class or series of Profits Units.

NOW, THEREFORE, the Managing General Partner hereby designates the powers, preferences, economic rights and performance conditions of the Series [ ] Profits Units.

ARTICLE I

Definitions

1.1      Definitions Applicable to Profits Units . Except as otherwise expressly provided herein, each capitalized term shall have the meaning ascribed to it in the Partnership Agreement. In addition, as used herein:

    

“ Adjustment Events ” has the meaning provided in Section 2.2 hereof.

“ Award Agreement ” means the [ ] TRG Unit Award Agreement approved by the Compensation Committee of the Board and entered into with the holder of the number of Award Profits Units specified therein.

“ Award Date ” means [ ].

“ Award Profits Units ” means the Profits Units issued pursuant to an Award Agreement, but not including the Vested Profits Units that the Award Profits Units may become.

“ Board ” means the Board of Directors of the Managing General Partner.

“ Compensation Committee ” means the Compensation Committee of the Board, or if the Board so elects, a different committee of and designated by resolution of the Board pursuant to the Plan.

“ Conversion Date ” has the meaning provide in Section 4.3 hereof.

“ Conversion Notice ” has the meaning provided in Section 4.3 hereof.

“ Economic Capital Account Balance ” means, with respect to a Profits Unitholder, (i) such Profits Unitholder’s Capital Account balance, plus the amount of such Profits Unitholder’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to his or her ownership of Profits Units, divided by (ii) the number of Profits Units held by such Profits Unitholder. The Time-Based Profits Units and Performance Profits Units shall have separate Economic Capital Account Balances and shall be accounted for separately.

“ Full Conversion Date ” means with respect to a Profits Unitholder holding Vested Profits Units, the date on which the Economic Capital Account Balance of such Profits Unitholder’s Time-Based Profits Units or Performance Based Profits Units, as applicable, first equals or exceeds the Target Balance.

“ Liquidating Gain ” means one hundred percent (100%) of the Profits of the Partnership realized from a transaction or series of transactions that constitute a sale of substantially all of the assets of the Partnership and one hundred percent (100%) of the Profits realized from a revaluation of the Partnership’s Capital Accounts in accordance with Regulations Section 1.704-1(b)(2)(iv)( f ).

“ Liquidating Loss ” means one hundred percent (100%) of the Losses of the Partnership realized from a transaction or series of transactions that constitute a sale of substantially all of the assets of the Partnership and one hundred percent (100%) of the Losses realized from a revaluation of the Partnership’s Capital Accounts in accordance with Regulations Section 1.704-1(b)(2)(iv)( f ).

“ Other Profits Units ” means “Profits Units” (as defined in the Partnership Agreement) other than the Series [ ] Profits Units designated hereby.

“ Partnership Unit Economic Balance ” shall mean (i) the Capital Account balance of TCO plus the amount of TCO’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to TCO’s Units of Partnership Interest divided by (ii) the number of TCO’s Units of Partnership Interest.

“ Performance Profits Units ” means Award Profits Units that are subject to the attainment of performance goals as set forth in the applicable Award Agreement.

“ Plan ” means The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as amended.

“ Profits Units ” means the Series [ ] Profits Units created by this Designation.

“ Profits Unitholder ” means a person that holds Profits Units.

“ Special Distributions ” means distributions pursuant to Section 5.2(a)(iii) of the Partnership Agreement and any other distribution that the Managing General Partner determines is not made in the ordinary course.

“ Target Balance ” means (i) [ ] Dollars ($[ ]), which is equal to the Partnership Unit Economic Balance as of the Award Date as determined after Capital Accounts have been adjusted in accordance with Regulations Section 1.704-1(b)(2)(iv)( f ), reduced by (ii) the amount of Special Distributions per Unit of Partnership Interest attributable to the sale of assets subsequent to the Award Date, to the extent that such Special Distributions are not made with respect to the Profits Units.

“ Time-Based Profits Units ” means Award Profits Units that are subject to time-based vesting only as set forth in Section 10 of the Plan.

“ Unvested Profits Units ” means Award Profits Units that have not become vested.

“ Vested Profits Units ” means Award Profits Units that have satisfied the time-based or accelerated vesting requirements of an Award Agreement and in addition in the case of Performance Profits Units, the performance goals (as described in the Plan) over a period of up to ten (10) years as set forth in the related Award Agreement.

1.2      Definitions Applicable to Other Profits Units . In determining the rights of the holder of the Profits Units vis-à-vis the holders of Other Profits Units, the foregoing definitions shall apply to the Other Profits Units except as expressly provided otherwise in a Certificate of Designation applicable to such Other Profits Units.

ARTICLE II

Economic Terms and Voting Rights

2.1      Designation and Issuance . The Managing General Partner hereby designates a series of Profits Units entitled the Series [ ] Profits Units. The number of Series [ ] Profits Units that may be issued pursuant to this Designation is the total number of Award Profits Units issued on the Award Date. Each holder of an Award Profits Unit shall be deemed admitted as a Limited Partner of the Partnership on the Award Date.

2.2      Unit Equivalence . Except as otherwise provided in this Designation, the Partnership shall maintain, at all times, a one-to-one correspondence between the Profits Units and Units of Partnership Interest, for conversion, distribution and other purposes, including without limitation complying with the provisions of Section 4.8 of the Partnership Agreement; provided however that until such time as an Award Profits Unit becomes a Vested Profits Unit, such Award Profits Unit shall be treated as one-tenth (1/10 ^th ) of a Unit of Partnership Interest for purposes of Section 5.1 and Section 5.2(a)(ii), (iv), (v) and (vi) of the Partnership Agreement. If an Adjustment Event (as defined below) occurs, then the Managing General Partner shall make a corresponding adjustment to the Profits Units to maintain a one-to-one conversion and economic equivalence ratio between the Profits Units and the Units of Partnership Interest. The following shall be “ Adjustment Events ”: (A) the Partnership makes a distribution of Units of Partnership Interest or other equity interests in the Partnership on all outstanding Units of Partnership Interest (provided that with respect to Award Profits Units, any adjustment as the result of a distribution made concurrently with a stock dividend paid by TCO shall be made only to the extent that the Award Profits Units do not receive ten percent (10%) of the distribution), (B) the Partnership subdivides the outstanding Units of Partnership Interest into a greater number of units or combines the outstanding Units of Partnership Interest into a smaller number of units, or (C) the Partnership issues any Units of Partnership Interest or other equity in the Partnership in exchange for its outstanding Units of Partnership Interest by way of a reclassification or recapitalization of its Units of Partnership Interest. If more than one Adjustment Event occurs, the adjustment to the Profits Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units of Partnership Interest from the Partnership’s sale of securities or in a financing, reorganization, acquisition or other business transaction, (y) the issuance of Units of Partnership Interest or Other Profits Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units of Partnership Interest to TCO in respect of a capital contribution to the Partnership of proceeds from the sale of securities by TCO. If the Partnership takes an action affecting the Units of Partnership Interest other than actions specifically described above as constituting Adjustment Events and, in the opinion of the Managing General Partner, such action would require an adjustment to the Profits Units to maintain the one-to-one correspondence described above, the Managing General Partner shall have the right to make such adjustment to the Profits Units, to the extent

permitted by law, in such manner and at such time as the Managing General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Profits Units as hereby provided, the Partnership shall promptly file in the books and records of the Partnership a certificate setting forth such adjustment and a brief statement of facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing such certificate, the Partnership shall send a notice to each Profits Unitholder setting forth the adjustment to such Profit Unitholder’s Profits Units and the effective date of such adjustment.

2.3      Distributions . Award Profits Units shall be treated as one-tenth (1/10 ^th ) of a Unit of Partnership Interest for purposes of Section 5.2(a)(ii), (iv), (v) and (vi) of the Partnership Agreement. Award Profits Units shall not be entitled to any Special Distributions except as provided in Section 2.4 hereof.

2.4      Special Distributions .

(a)      Until an Award Profits Unit vests, the Award Profits Unit shall be entitled to a Special Distribution attributable to the sale of an asset of the Partnership only to the extent the Managing General Partner determines that such asset has appreciated in value subsequent to the Award Date. In the event the Managing General Partner determines that an Award Profits Unit is entitled to a Special Distribution, then for purposes of determining the amount of the Special Distribution, such Award Profits Unit shall be treated as a Unit of Partnership Interest; provided, however that the Special Distribution shall consist of two distributions. The first distribution shall be in an amount equal to the amount of the net capital gain (as defined in Section 1222(ii) of the Code and including gain specially allocated pursuant to Section 704(c) of the Code) multiplied by the highest individual effective, combined federal, state and local income tax rate applicable to capital gains (taking into account the relevant holding period for the applicable asset) and shall be made at the same time the Partnership makes a distribution under Section 5.2(a)(iii) to the Partners holding Units of Partnership Interest. The Partnership shall retain the remainder of the Special Distribution and distribute such remainder to the Profits Unitholder at such time as the Award Profits Unit vests.

(b)      Until the Economic Capital Account Balance of a Vested Profits Unit is equal to the Target Balance, the Vested Profits Unit shall be entitled to a Special Distribution attributable to the sale of an asset of the Partnership only to the extent the Managing General Partner determines that such asset has appreciated in value subsequent to the Award Date. In the event the Managing General Partner determines that such Vested Profits Unit is entitled to a Special Distribution, then for purposes of determining the amount of the Special Distribution, such Vested Profits Unit shall be treated as a Unit of Partnership Interest.

2.5      Liquidating Distributions . In the event of the dissolution, liquidation and winding up of the Partnership, distributions to the Profits Unitholders shall be made in accordance with Section 11.1 of the Partnership Agreement.

2.6      Additional Required Amount . For purposes of calculating the Additional Required Amount to be distributed to the Partners pursuant to Section 5.2(a)(iii) of the Partnership Agreement, any gain specially allocated to a Profits Unit pursuant to Section 704(c) of the Code and any gain specially allocated pursuant to Section 704(c) of the Code with respect to a Unit of Partnership Interest that was previously a Profits Unit prior to its conversion to a Unit of Partnership Interest shall not be taken into account in the determination of the Tax Liability.

    

2.7      Forfeiture . Any Unvested Profits Units that are forfeited pursuant to the terms of an Award Agreement and any Profits Units that are Vested Profits Units but have not achieved the criteria for conversion to Units of Partnership Interest prior to the tenth (10 ^th ) anniversary of the date of grant and accordingly are forfeited pursuant to the terms of an Award Agreement shall immediately be null and void and shall cease to be outstanding or to have any rights except as otherwise provided in the Award Agreement.

2.8      Voting Rights . Holders of Award Profits Units shall not be entitled to vote on any other matter submitted to the Limited Partners for their approval unless and until such units constitute Vested Profits Units. Vested Profits Units will be entitled to be voted on an equal basis with the Units of Partnership Interest.

ARTICLE III

Tax Provisions

3.1      Special Allocations of Profits and Losses . Liquidating Gain shall be allocated as follows: (a) first, to the Managing General Partner and then the Parity Preferred Partners in accordance with Sections 5.1(b)(i)(A), (B) and (C) of the Partnership Agreement, (b) second, if applicable, to the Partners holding Units of Partnership Interest as provided in Section 5.1(b)(1)(E) of the Partnership Agreement until the Partnership Unit Economic Balance is equal to the Target Balance, (c) third, to the holders of Time-Based Profits Units until their Economic Capital Account Balance is equal to the Target Balance, (d) fourth to the holders of Performance Profits Units until their Economic Capital Account Balance is equal to the Target Balance, and then (e) finally, to the holders of Other Profits Units until their Economic Capital Account balances are equal to their “target balances” (as defined in the Certificate of Designation applicable to the Other Profits Units). If an allocation of Liquidating Gain is not sufficient to achieve the objectives of the foregoing sentence in full, Liquidating Gain, after giving effect to clauses (a) and (b) in such sentence, shall be allocated first, to the holders of the Vested Profits Units and Vested Other Profits Units and, second, to the holders of Unvested Profits Units and Unvested Other Profits Units, in each case, first to the Time-Based Profits Units and next to the Performance Profits Units in proportion to the amounts necessary for such units to achieve the objectives of the foregoing sentence; provided, that the holders of Profits Units shall not receive an allocation of Liquidating Gain that they are not entitled to receive under the applicable certificate of designation. A certificate of designation for Other Profits Units may provide for a different allocation among such Other Profits Units, but such different allocation shall not affect the amount allocated to the Profits Units vis-à-vis the Other Profits Units. Notwithstanding the foregoing, Liquidating Gain shall not be allocated to the holders of the Profits Units to the extent such allocation would cause the Profits Units to fail to qualify as a “profits interest” when granted. Once the Economic Capital Account Balance of the Profits Units has been increased to the Target Balance, no further allocations shall be made pursuant to this Section 3.1. Thereafter, Profits and Losses shall be allocated to any Unvested Profits Units pursuant to Section 3.2 hereof; provided, however, that allocations of Profits and Losses of the Partnership realized from a revaluation of the Partnership’s Capital Accounts in accordance with Regulations Section 1.704-1(b)(2)(iv)( f ) or from a transaction or series of transactions that constitute a sale of substantially all of the Partnership’s assets shall be made to any Unvested Profits Units in accordance with Section 4.5(a) and Section 5.1(b)(1) and Section 5.1(b)(2) of the Partnership Agreement, treating such Profits Unitholders holding Unvested Profits Units as Partners holding Units of Partnership Interest for this purpose.

If any Unvested Profits Units to which gain has been previously allocated under this Section 3.1 are forfeited, the Capital Account associated with the forfeited Unvested Profits Units will be reallocated first to the remaining Profits Units held by such forfeiting Profits Unitholder, if any, at the time of forfeiture to the extent necessary to cause the Economic Capital Account Balance of such remaining Profits Units held by such forfeiting Profits Unitholder to equal the Target Balance. To the extent any gain is not reallocated in accordance with the foregoing sentence, such gain shall be forfeited.

In the event the Partnership has a Liquidating Loss prior to the time the Economic Capital Account Balance of the Profits Units has reached the Target Balance, such Liquidating Loss shall be allocated to the Profits Unitholders and the Partners holding Units of Partnership Interest in proportion to their respective Capital Account balances until the Capital Account balances of the Profit Unitholders are reduced to zero. With respect to the Profit Unitholders, such Liquidating Loss shall be allocated first to the holders of the Unvested Profits Units and Unvested Other Profits Units, and second to the holders of Vested Profits Units and Vested Other Profits Units, in each case, first to the Performance-Based Profits Units and next to the Time-Based Profits Units. In no event shall Liquidating Losses be allocated to the Profit Unitholders pursuant to this Section 3.1 to take their Capital Account balances below zero.

3.2      Allocations with Respect to Award Profits Units . The following provisions apply to the allocation of Profits and Losses with respect to Award Profits Units:

(a)      Except to the extent to which a Profits Unitholder is entitled to a distribution pursuant to Section 2.4(a) hereof, no Profits that the Managing General Partner determines are attributable to a Special Distribution or the sale of an asset shall be allocated to Award Profits Units.

(b)      Except as provided in Section 3.2(a) hereof, each Award Profits Unit shall be treated as one-tenth (1/10 ^th ) of a Unit of Partnership Interest for purposes of the allocation of Profits and Losses pursuant to Sections 5.1 of the Partnership Agreement.

3.3      Allocations with Respect to Vested Profits Units . Vested Profits Units shall be treated as Units of Partnership Interest with respect to the allocation of Profits and Losses; provided, that until such time as the Economic Capital Account Balance of such Profits Unitholder has been increased to the Target Balance, Liquidating Gain and Liquidating Loss shall be allocated to each holder of the Profits Units as provided in Section 3.1 hereof.

3.4      Safe Harbor Election . To the extent provided for in Regulations, revenue rulings, revenue procedures and/or other Internal Revenue Service guidance issued after the date of this Designation, the Partnership is hereby authorized to and at the direction of the Managing General Partner shall, elect a safe harbor under which the fair market value of any Profits Units issued after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such Profits Units ( i.e. , a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Profits Units, satisfied its liabilities (excluding any nonrecourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Profits Unitholders under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Profits Unitholder hereby agrees to comply with all safe harbor requirements with respect to transfers of such Profits Units while the safe harbor election remains effective. In addition, upon a forfeiture of any Profits Units by any Profits Unitholder, items of gross income, gain, loss or deduction shall be allocated to such Profits Unitholder if and to the extent required by final Regulations promulgated after the effective date of this Designation to ensure that allocations made with respect to all unvested Profits Units are recognized under Section 704(b) of the Code.

ARTICLE IV

Conversion

4.1      Conversion Right . On the Full Conversion Date, the Vested Profits Units held by a Profits Unitholder shall automatically convert on a one-to-one basis and without any action required by such Vested Profits Unitholder, to Units of Partnership Interest. Prior to the Full Conversion Date, the conversion of Vested Profits Units shall be subject to the limitation set forth in Section 4.2 hereof.

4.2      Limitation on Conversion Rights Until the Full Conversion Date . The maximum number of Vested Profits Units that a Profits Unitholder may convert prior to the Full Conversion Date is equal to the product of (a) the result obtained by dividing (1) the Economic Capital Account Balance of such Profits Unitholder’s Vested Profits Units by (2) the Target Balance of such Vested Profits Units, in each case determined as of the effective date of the conversion and (b) the number of such Vested Profits Units. Immediately after each conversion of a Profit Unitholder’s Vested Profits Units, the aggregate Economic Capital Account Balance of such Profit Unitholder’s remaining Vested Profits Units shall be equal to (a) the aggregate Economic Capital Account Balance of all of the Profits Unitholder’s Vested Profits Units immediately prior to conversion, minus (b) the aggregate Economic Capital Account Balance immediately prior to conversion of the number of the Profits Unitholder’s Vested Profits Units that were converted. A partial conversion of Profits Units pursuant to this Section 4.2 shall be effected by delivering a Partial Conversion Notice to the Partnership as provided in Section 4.3 hereof.

4.3      Exercise of Partial Conversion Right . To exercise the right to convert a portion of its Vested Profits Unit pursuant to Section 4.2 hereof, the Profits Unitholder shall give notice (a “ Partial Conversion Notice ”) in the form attached hereto as Exhibit A to the Managing General Partner not less than sixty (60) days prior to the date specified in the Partial Conversion Notice as the effective date of the conversion (the “ Conversion Date ”). The conversion shall be effective as of 12:01 a.m. on the Conversion Date without any action on the part of the holder of the Partnership. The number of Vested Profits Units specified in the Partial Conversion Notice is limited as provided in Section 4.2 hereof. The Profits Unitholder may give a Partial Conversion Notice with respect to Unvested Profits Units, provided that such Unvested Profits Units become Vested Profits Units on or prior to the Conversion Date.

4.4      Exchange for Shares . A Profits Unitholder may also exercise his right to exchange the Units of Partnership Interest received upon conversion of his Profits Units to Equity Shares of TCO in accordance with the Second Amended and Restated Continuing Offer dated May 16, 2000 (the “ Continuing Offer ”); provided, however, such right shall be subject to the terms and conditions of the Continuing Offer.

4.5      Notices . Notices pursuant to this Article shall be given in the same manner as notices given pursuant to the Partnership Agreement.

EXHIBIT A

Partial Conversion Notice

The undersigned hereby gives notice pursuant to Section 4.3 of the Certificate of Designation of Series [ ] Profits Units of The Taubman Realty Group Limited Partnership (the “ Designation ”) that he elects to convert ________________ [fill in number to be converted] Vested Profits Units (as defined in the Designation) into an equivalent number of Units of Partnership Interest (as defined in the Third Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, as amended by the First Amendment, dated June 1, 2016. The conversion shall be effective on ______________, 20__.

IN WITNESS WHEREOF, this Conversion Notice is given this ___ day of ________, 20__.     

_________________________

[Profits Unitholder]

Exhibit 10.4

THE TAUBMAN COMPANY LLC

2008 OMNIBUS LONG-TERM INCENTIVE PLAN

[ ] TRG UNIT AWARD AGREEMENT

This Award Agreement, is made as of] [ ] (the “Grant Date”), by and among The Taubman Company LLC, a Delaware limited liability company (the “Company”), its subsidiary, The Taubman Realty Group Limited Partnership, a Delaware limited partnership (“TRG”), and [ ] (the “Participant”). Capitalized terms that are not otherwise defined in this Award Agreement have the meaning as defined in the Plan or as defined in the Partnership Agreement, as applicable.

RECITALS

A.      The Participant is an employee of the Company and provides services to TRG.

B.      The Committee approved this Award pursuant to The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as originally effective May 29, 2008, as amended and restated effective as of May 21, 2010, and as thereafter be amended from time to time (the “Plan”), The Third Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, dated December 12, 2012, as thereafter amended by the First Amendment thereto, and as supplemented by the Certificate of Designation of Series [ ] Profits Units of The Taubman Realty Group Limited Partnership (the “Certificate of Designation of Series [ ] Profits Units”) which is incorporated into the Partnership Agreement and is a “Profits Units Designation” as defined in the Partnership Agreement (collectively, the “Partnership Agreement”), to provide employees of the Company, including the Participant, in connection with their employment, with the incentive compensation described in this Award Agreement, so as to provide additional incentive for them to promote the progress and success of the business of the Company and its Affiliates, including TRG, while increasing the total return to the stockholders of Taubman Centers, Inc. This Award was approved by the Committee pursuant to authority delegated to it by the Board as set forth in the Plan and the Partnership Agreement and the Certificate of Designation of Series [ ] Profits Units to make grants of TRG Units (as defined in the Plan, and which are “Profits Units” as defined in the Partnership Agreement, and which are “Award Profits Units” as defined in the Certificate of Designation of Series [ ] Profits Units), which grants shall be Restricted TRG Units and Performance TRG Units as generally provided for under Sections 10 and 14 of the Plan. This Award Agreement is an Award Agreement as defined under the Certificate of Designation of Series [ ] Profits Units.

Accordingly, the Company, TRG and the Participant agree as follows:

1. Incorporation of Plan; Award Subject to Partnership Agreement and Certificate of Designation of Series [ ] Profits Units . This Award is made pursuant to and subject to all of the terms and conditions of the Plan, the provisions of which are incorporated in full by reference into this Award Agreement, which means that this Award Agreement is limited by and subject to the express terms of the Plan. A copy of the Plan is on file in the office of the Company. If there is any conflict between the provisions of this Award Agreement and the Plan, the Plan will control. Additionally, this Award is subject to the terms and conditions of the Partnership Agreement and the Certificate of Designation of Series [ ] Profits Units.

2. TRG Unit Award . The Participant is granted an Award consisting of:

(a) [ ] TRG Units that are subject to time-based vesting only as set forth in Section 3(a) (“Regular TRG Units”) and are subject to forfeiture as provided in Section 4(a); and

(b) [ ] that are subject to performance-based requirements as set forth in Section 3(b) below (“Performance TRG Units”) and are subject to forfeiture as provided in Section 4(b).

3. Vesting.

(a) Vesting of Regular TRG Units . In accordance with the Plan, with regard to Regular TRG Units, “Vesting Date” means the date that is the earlier of (i) [ ], or (ii) the death, Retirement or Disability of the Participant, or the lay-off of the Participant in connection with a reduction in force, or the occurrence of a Change in Control, provided that, in each case ((i) and (ii)), the Participant is in Service on such date. Subject to the forfeiture provisions in this Award Agreement, the Participant shall become vested in his Regular TRG Units on the Vesting Date as defined in this Section 3(a); provided, that the actual number of Regular TRG Units in which the Participant will ultimately vest shall be determined according to the rules specified in Exhibit B to this Award Agreement. Prior to vesting, the Regular TRG Units shall constitute “Award Profits Units” as defined under the Partnership Agreement. Upon vesting, the Regular TRG Units shall constitute “Vested Profits Units” as defined under the Partnership Agreement.

(b) Vesting of Performance TRG Units . In accordance with the Plan, with regard to Performance TRG Units “Vesting Date” means the date that is the earlier of (i) the Specified Vesting Date as set forth in Exhibit A to this Award Agreement, or (ii) the death, Retirement or Disability of the Participant, or the lay-off of the Participant in connection with a reduction in force, or the occurrence of a Change in Control, provided that, in each case ((i) and (ii)), the Participant is in Service on such date. Subject to the forfeiture provisions in this Award Agreement, the Participant shall become vested in his Performance TRG Units on the Vesting Date as defined in this Section 3(b); provided, that the actual number of Performance TRG Units in which the Participant will ultimately vest shall be determined according to the rules specified in Exhibits A and B to this Award Agreement. Prior to vesting, the Performance TRG Units shall constitute “Award Profits Units” as defined under the Partnership Agreement. Upon vesting, the Performance TRG Units shall constitute “Vested Profits Units” as defined under the Partnership Agreement.

4. Forfeiture .

(a) Forfeiture of Regular TRG Units . If the Participant’s Service terminates prior to the Vesting Date (as defined under Section 3(a)) for any reason, all of the Participant’s unvested Regular TRG Units shall, without payment of any consideration by the Company or TRG, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Regular TRG Units.

(b) Forfeiture of Performance TRG Units . If the Participant’s Service terminates prior to the Vesting Date (as defined under Section 3(b)) for any reason, all of the Participant’s unvested Performance TRG Units shall, without payment of any consideration by the Company or TRG, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Performance TRG Units.

(c) Forfeiture of Regular TRG Units and Performance TRG Units if No Conversion to Units of Partnership Interest Prior to the Tenth Anniversary of the Grant Date . Notwithstanding the provisions of

Sections 3(a) and 3(b), if there is no conversion of the Participant’s vested Regular TRG Units or vested Performance TRG Units to Units of Partnership Interest in TRG pursuant to the Partnership Agreement and the Certificate of Designation of Series [ ] Profits Units prior to the tenth anniversary of the Grant Date, then all of the Participant’s vested Regular TRG Units and all of the Participants vested Performance TRG Units granted hereunder shall, without payment of any consideration by the Company or TRG, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such vested Regular TRG Units and such vested Performance TRG Units.

(d) Other Forfeiture . If the number of the Participant’s vested Regular TRG Units and vested Performance TRG Units determined pursuant to Section 3 is less than the number of the Regular TRG Units and Performance TRG Units awarded to the Participant in Section 2, the difference in such TRG Units shall be forfeited and be and become null and void, and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such TRG Units.

5. Distributions . The Participant, as a holder of Regular TRG Units and Performance TRG Units (as Award Profits Units or Vested Profits Units) shall be entitled to receive the distributions to the extent provided for in the Certificate of Designation of Series [ ] Profits Units (which is the applicable “Profits Units Designation” as defined under the Partnership Agreement). All distributions paid with respect to the Participant’s Regular TRG Units and Performance TRG Units shall be fully vested and nonforfeitable when paid. This Section 5 supersedes the provisions otherwise set forth in Section 10.5.1 of the Plan.

6. Rights as Holder of TRG Units . The Regular TRG Units and Performance TRG Units subject to this Award shall be treated as a “profits interest” within the meaning of the Code, Treasury regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, as clarified by Internal Revenue Service Revenue Procedure 2001-43, and the Participant shall be treated as having received the interest on the Grant Date as contemplated under Section 4 of Revenue Procedure 2001-43. As the owner of the Regular TRG Units and Performance TRG Units for income tax purposes, the Participant shall take into account the Participant’s distributive share of income, gain, loss, deduction and credit associated with the Regular TRG Units and Performance TRG Units as determined in accordance with the Partnership Agreement and this Award Agreement.

7. Capital Account . The Participant shall make no contribution to the capital of TRG in connection with the Award and, as a result, the Participant’s capital account balance in TRG immediately after the Participant’s receipt of the Regular TRG Units and the Performance TRG Units shall be equal to zero, unless the Participant was a partner in TRG prior to such issuance, in which case the Participant’s capital account balance in TRG shall not be increased as a result of the Participant’s receipt of the Regular TRG Units and the Performance TRG Units.

8. Legend . The records of TRG evidencing the Regular TRG Units and Performance TRG Units subject to this Award Agreement shall bear an appropriate legend, as determined by TRG in its sole discretion, to the effect that such Regular TRG Units and Performance TRG Units are subject to the restrictions as set forth in this Award Agreement and in the Partnership Agreement.

9. No Public Market; Restrictions . The Participant acknowledges that: (a) there is no public market for the Regular TRG Units or Performance TRG Units, which are Profits Units in TRG, and none of TRG, the Company or any Affiliate has any obligation or intention to create such a market; (b) sales of Profits Units

are subject to restrictions under the Securities Act of 1933 and applicable state securities laws; and, (c) because of the restrictions on transfer or assignment of Profit Units as may be set forth in the Partnership Agreement and in this Agreement, the Participant may have to bear the economic risk of the Participant’s ownership of the Profits Units covered by this Award for an indefinite period of time.

10. Tax Withholding . Section 18.3 of the Plan shall apply with regard to any federal (including contributions under the Federal Insurance Contributions Act), state or local tax withholding as may be applicable with respect to the grant, vesting, ownership or disposition of any of the Regular TRG Units or Performance TRG Units.

11. Code Section 83(b) Election . The Participant agrees that he or she shall make a complete and proper election under Code Section 83(b) (and any comparable election under the Participant’s state of residence, if applicable) with respect to the Regular TRG Units and Performance TRG Units subject to this Award within 30 calendar days following the Grant Date substantially in the form attached as Exhibit C to this Award Agreement and to supply the necessary information in accordance with the regulations promulgated thereunder (the “Code Section 83(b) Election”). Immediately after making the Code Section 83(b) Election, the Participant shall provide the Company with a copy of the Code Section 83(b) Election. The Participant also agrees that, as required by applicable law or regulation, he or she shall timely file the Code Section 83(b) Election with the Internal Revenue Service and with any state or local taxing authority when the Participant files his or her tax return(s) for the taxable year of the grant of this Award. The Participant acknowledges that it is the Participant’s sole responsibility and not the responsibility of the Company, TRG or any Affiliate to timely make the Code Section 83(b) Election.

12. Tax Consequences . The Participant acknowledges that: (a) none of the Company, TRG or any Affiliate has made any representations or given any advice, and makes no guarantees to, the Participant with respect to the tax consequences of acquiring, selling or converting the Regular TRG Units or the Performance TRG Units or making any tax election (including the Code Section 83(b) Election) with respect to the Regular TRG Units or the Performance TRG Units; (b) the Participant is responsible for consulting the Participant’s own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Participant is or by reason of this Award may become subject, to his situation; and (c) the Participant is solely responsible for all taxes incurred by the Participant with respect to this Award.

13. Section 409A . In the event that any payment to the Participant pursuant this Award Agreement constitutes “nonqualified deferred compensation” subject to Code Section 409A (making the Award a 409A Award as defined under the Plan), then, to the extent the Participant is a “specified employee” (as determined under the default rules under Code Section 409A) subject to the six-month delay rule under Code Section 409A, any such payments to be made during the six-month period commencing on the Participant’s termination of Service (constituting a “separation from service” as defined under Code Section 409A) shall be delayed and paid on the day next following the six-month anniversary of the date of the Participant’s termination of Service.

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

15. Acknowledgment of Participant; Condition to Effectiveness of Award .

(a) Acknowledgement . The Participant accepts and agrees to the terms of the Award as described

in this Award Agreement and in the Plan, acknowledges receipt of a copy of this Award Agreement, the Plan, and any applicable summary of the Plan, the Partnership Agreement and the Certificate of Designation of Series [ ] Profits Units, and acknowledges that he or she has read all these documents carefully and understands their contents.

(b) Condition to Effectiveness of Award . It is a condition to the effectiveness of this Award that the Participant execute and deliver to the Company within ten business days from the Grant Date a fully executed copy of this Award Agreement and such other documents that the Company and/or TRG reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws.

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

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

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

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

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

by the Company prior to the Participant’s death shall automatically revoke any prior Beneficiary Designation. In the event of divorce, the person from whom such divorce has been obtained shall be deemed to have predeceased the Participant in determining who shall be entitled to receive payment pursuant to the Participant’s Beneficiary Designation, unless the Participant completes and submits after the divorce a Beneficiary Designation which designates the former spouse as the Participant’s Beneficiary for purposes of this Award Agreement.

(c) “ Employment Agreement ” means, as of a particular date, any employment or similar service agreement then in effect between the Participant and the Company or an Affiliate, as amended through such date.

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

(e) “ Retirement ” means termination of Service on or after age [ ].

In witness whereof, the undersigned have caused this Award Agreement to be executed as of [ ].

THE TAUBMAN COMPANY LLC, a Delaware limited liability company

By:______________________________________________

Printed Name:_____________________________________

Title:_____________________________________________

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited liability partnership

By:______________________________________________

Printed Name:_____________________________________

Title:_____________________________________________

PARTICIPANT

_________________________________________________    

Printed Name:    _____________________________________

EXHIBIT A TO

TRG UNIT AWARD AGREEMENT

This Exhibit A applies to and is a part of the Award Agreement dated [ ] and made to [ ] (the “Participant”), and pursuant to which [ ] Performance TRG Units were awarded to the Participant. This Exhibit A provides the rules for the determination of actual number of Performance TRG Units that will be used for purposes the determinations under Section 3(b) of the Award Agreement and Exhibit B to the Award Agreement.

1. As to [ ] of the Performance TRG Units awarded to the Participant in Section 2(b) of the Award Agreement:

(a) The “Performance Period” is defined as the time period between the Grant Date as specified in the Award Agreement and the Vesting Date which is, except as otherwise provided in paragraphs 1(d) and 1(e) below, [ ] (the “Specified Vesting Date”). Vesting of the Participant’s Performance TRG Units shall always occur on the Vesting Date, regardless of when the Committee completes its determination.

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

(c) Subject to the special rules for certain Vesting Date triggers in paragraphs 1(d) and 1(e) below, the actual number of Performance TRG Units for the Participant that will be used in the determination under Exhibit B shall be determined as follows:

Step One : The Company’s Total Shareholder Return versus each member of the Peer Group’s Total Shareholder Return shall be determined, with each Total Shareholder Return calculated for the period beginning on the Grant Date and ending on the Vesting Date (or, if no return data are available for the Vesting Date, the return data for the first date prior to the Vesting Date for which such data exist). The definition of Total Shareholder Return is contained in paragraph 1(f) below. For purpose of this computation, the Company’s Total Shareholder Return will be that of TCO.

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

Step Three : An adjustment factor (the “Adjustment Factor”) shall be applied to the Participant’s Performance TRG Unit award based on the Company’s relative performance determined under Step Two and the following table:

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

Step Four : The product that results when the Adjustment Factor is applied to the Participant’s Performance TRG Units in the Award will then be used in the determination under Section 3(b) of the Award Agreement and Exhibit B to the Award Agreement of the actual number of Performance TRG Units in which the Participant shall vest.

(d) If a Change in Control occurs prior to the Specified Vesting Date, the same determination as set forth in paragraph 1(c) above shall be used, but the determination shall be made as of the date of the Change in Control, which date shall be the Vesting Date for purposes of the Award of Performance TRG Units to the Participant under the Award Agreement.

(e) If the Participant’s Vesting Date is his death, Disability or Retirement, or his lay-off in connection with a reduction in force, the same determination as set forth in paragraph 1(c) above shall be used, but the determination shall be made as of the date of the Participant’s death, Disability or Retirement (as applicable), which date shall be the Vesting Date for purposes of the Award of Performance TRG Units to the Participant under the Award Agreement. Notwithstanding the preceding sentence, if the date of death, Disability, Retirement or lay-off in connection with a reduction in force occurs less than one year from the Grant Date, the Adjustment Factor to be used in the calculation under paragraph 1(c) above will be that of 50th Percentile performance (i.e., the Adjustment Factor will be [ ]).

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

Example: TSR = (Price _end − Price _begin + Dividends) ÷ Price _begin  

2.     As to [ ] of the Performance TRG Units awarded to the Participant in Section 2(b) of the Award Agreement:

(a) The “Performance Period” is defined as the time period between the Grant Date as specified in the Award Agreement and the Vesting Date which is, except as otherwise provided in paragraphs 2(d) and 2(e) below, [ ] (the “Specified Vesting Date”). Vesting of the Participant’s Performance TRG Units shall always occur on the Vesting Date, regardless of when the Committee completes its determination.

(b) “NOI” is a dollar value and shall be as defined and determined from time to time by TCO for purposes of its determination and reporting of Comparable Center NOI in TCO’s filings with the United States Securities and Exchange Commission, and, generally speaking, shall be property-level operating revenues (including rental income, but excluding straight-line adjustments of minimum rent) less maintenance, taxes, utilities, promotion, ground rent (including straight-line adjustments), and other property operating expenses; provided, that (i) general and administrative expenses, pre-development charges, interest income and expense, depreciation and amortization, impairment charges, restructuring charges, and gains from land and property dispositions shall be excluded from the NOI determination, and (ii) in determining NOI, lease cancellation income will be excluded as an alternative measure (because this income may vary significantly from period to period, which can affect comparability and trend analysis). For purposes of the NOI determination, the “comparable centers” are generally defined as centers in which TRG has a direct or indirect ownership interest and that were open for the entire current and preceding period presented, excluding centers impacted by significant redevelopment activity.

(c) “Comparable Center NOI” is a percentage value relating to the change of NOI over a period of time and shall be as determined from time to time by TCO for purposes of its reporting of same in TCO’s filings with the United States Securities and Exchange Commission.

(d) Subject to the special rules for certain Vesting Date triggers in paragraphs 2(d) and 2(e) below, the actual number of Performance TRG Units for the Participant that will be used in the determination under Exhibit B shall be determined as follows:

Step One : Comparable Center NOI shall be determined on a calendar year basis for each calendar year in the Performance Period, but excluding the calendar year in which the actual Vesting Date occurs, for example, for the Performance Period beginning on the Grant Date and ending on the Specified Vesting Date, the [ ], [ ] and [ ] calendar years shall be used. For purposes of such determination, Comparable Center NOI as reported by TCO in its filings with the United States Securities and Exchange Commission shall be used.

Step Two : The calendar year Comparable Center NOI values from Step One above shall be averaged and result shall be the “Average NOI.”

Step Three : An adjustment factor (the “Adjustment Factor”) shall be applied to the Participant’s Performance TRG Unit award based on the Average NOI as determined under Step Two above and the following table:

With respect to levels of Average NOI that fall between the percentages specified above, the resulting Adjustment Factor will be interpolated on a linear basis.

Additionally, if the Company’s Total Shareholder Return, determined according to the methodology in paragraph 1(f) above of this Exhibit A, but modified to be determined for the same period that is used to determine the Average NOI, is less than or equal to zero percent, then the Adjustment Factor as determined above in this Step Three shall be capped at the Target Adjustment Factor (i.e., [ ]), even if the Average NOI exceeds 3%.

Step Four : The product that results when the Adjustment Factor is applied to the Participant’s Performance TRG Units in the Award will then be used in the determination under Section 3(c) of the Award Agreement and Exhibit B to the Award Agreement of the actual number of Performance TRG Units in which the Participant shall vest.

An example of the determination under this paragraph (c) is:

1,000 Performance TRG Units subject to the Average NOI performance measure are granted. The Grant Date is [ ]. The Vesting Date is [ ]. The Comparable Center NOIs are 3.0% for [ ], 3.1% for [ ], and 3.2% for [ ]. The Total Shareholder Return for period [ ] through [ ] is 8%.

The Average NOI = (3.0% + 3.1% + 3.2%) ÷ 3 = 3.10%.

The Adjustment Factor (using linear interpolation, because the Average NOI falls between the 3% and 3.5% Average NOI levels in the chart in Step Three above) = [ ].

The adjusted number of Performance TRG Units for purposes of Exhibit B = 1,000 × [ ] = [ ].

Note: For simplicity in illustration, the example uses results rounded to two or three places to the right of the decimal point.

Because the Total Shareholder Return for the applicable period exceeds zero percent, the Adjustment Factor is not capped at the Target Adjustment Factor.

(e)    If a Change in Control occurs prior to the Specified Vesting Date, the same determination as set forth in paragraph 2(c) above shall be used, but the determination shall be made as of the date of the Change in Control, which date shall be the Vesting Date for purposes of the Award of Performance TRG Units to the Participant under the Award Agreement.

(f)    If the Participant’s Vesting Date is his death, Disability or Retirement, or his lay-off in connection with a reduction in force, the same determination as set forth in paragraph 2(c) above shall be used, but the determination shall be made as of the date of the Participant’s death, Disability or Retirement (as applicable), which date shall be the Vesting Date for purposes of the Award of Performance TRG Units to the Participant under the Award Agreement. Notwithstanding the preceding sentence, if the date of death, Disability, Retirement or lay-off in connection with a reduction in force occurs less than one year from the Grant Date, the Adjustment Factor to be used in the calculation under paragraph 2(c) above will be that of Average NOI of 3% (i.e., the Adjustment Factor will be [ ]).

EXHIBIT B TO

TRG UNIT AWARD AGREEMENT

VESTING ADJUSTMENT PURSUANT TO SECTIONS 3(a) AND 3(b)

OF THE AWARD AGREEMENT

The Participant’s vested Regular TRG Units and vested Performance TRG Units as determined under Sections 3(a) and 3(b) of the Award Agreement shall be adjusted according to the rules in this Exhibit B, with the result being the actual number of the Participant’s vested Regular TRG Units and vested Performance TRG Units.

1.    The Participant’s vested Regular TRG Units as determined under Section 3(a) of the Award Agreement shall be adjusted as follows:

Step One: The [ ] Regular TRG Units set forth in Section 2(a) of the Award Agreement (“Value 1”) shall be deemed to consist of the sum of:

plus,

Step Two: The number of “Adjusted Distribution Equivalent Regular TRG Units” shall be the result of the following formula:

((A × B) - C) ÷ D

where,

A = the number of the Participant’s Base Regular TRG Units,

B = the sum of the actual per unit TRG regular distributions (not including Special Distributions, as defined in the Certificate of Designation of Series [ ] Profits Units) made during the period from the Grant Date to the Vesting Date (the “vesting period”),

C = the actual distributions on the Regular TRG Units set forth in Section 2(a) that were paid in cash to the Participant during the vesting period as provided in Section 2.3 of the Certificate of Designation of Series [ ] Profits Units, and

D = $[ ] (which amount is the Target Balance as defined in the Certificate of Designation of Series [ ] Profits Units).

Step Three: The sum of the Base Regular TRG Units and the Adjusted Distribution Equivalent Regular TRG Units (“Value 2”) shall be calculated.

Step Four: If Value 2 equals Value 1, then Value 1, rounded up to the next whole number, shall be the number of the Participant’s vested Regular TRG Units. If Value 2 is less than Value 1, then Value 2, rounded up to the next whole number, shall be the number of the Participant’s vested Regular TRG Units. If Value 2 exceeds Value 1, then the number of the Participant’s vested Regular TRG Units shall be the sum, rounded up to the next whole number, of Value 1 and the lesser of (a) the difference between Value 2 and Value 1 or (b) Value 3 as determined according to paragraph 3 below of this

Exhibit B.

2.    The Participant’s vested Performance TRG Units as determined under Section 3(b) of the Award Agreement shall be adjusted as follows:

(a)    As to [ ] of the Performance TRG Units awarded to the Participant in Section 2(b) of the Award Agreement (the “TSR Performance TRG Units”):

Step One: The TSR Performance TRG Units (“Value 1T”) shall be deemed to consist of the sum of:

plus,

Step Two: The number of “Adjusted Base TSR Performance TRG Units” shall be calculated as the product of the Adjustment Factor as determined under paragraph 1 of Exhibit A to this Award Agreement multiplied by the Base TSR Performance TRG Units

Step Three: The number of “Adjusted Distribution Equivalent TSR Performance TRG Units” shall be the result of the following formula:

((A × B) - C) ÷ D

where,

A = the number of the Participant’s Adjusted Base TSR Performance TRG Units,

B = the sum of the actual per unit TRG regular distributions (not including Special Distributions, as defined in the Certificate of Designation of Series [ ] Profits Units) made during the period from the Grant Date to the Vesting Date (the “vesting period”)

C = the actual distributions on the TSR Performance TRG Units set forth in Section 2(b) that were paid in cash to the Participant during the vesting period as provided in Section 2.3 of the Certificate of Designation of Series [ ] Profits Units, and

D = $[ ] (which amount is the Target Balance as defined in the Certificate of Designation of Series [ ] Profits Units).

Step Four: The sum of the Adjusted Base TSR Performance TRG Units and the Adjusted Distribution Equivalent TSR Performance TRG Units (“Value 2T”) shall be calculated.

Step Five: If Value 2T equals or exceeds Value 1T, then Value 1T, rounded up to the next whole number, shall be the number of the Participant’s vested TSR Performance TRG Units. If Value 2T is less than Value 1T, then Value 2T, rounded up to the next whole number, shall be the number of the Participant’s vested TSR Performance TRG Units.

(b)    As to [ ] of the Performance TRG Units awarded to the Participant in Section 2(b) of the Award Agreement (the “NOI Performance TRG Units”):

Step One: The NOI Performance TRG Units (“Value 1N”) shall be deemed to consist of the sum of:

plus,

Step Two: The number of “Adjusted Base NOI Performance TRG Units” shall be calculated as the product of the Adjustment Factor as determined under paragraph 2 of Exhibit A to this Award Agreement multiplied by the Base NOI Performance TRG Units

Step Three: The number of “Adjusted Distribution Equivalent NOI Performance TRG Units” shall be the result of the following formula:

((A × B) - C) ÷ D

where,

A = the number of the Participant’s Adjusted Base NOI Performance TRG Units,

B = the sum of the actual per unit TRG regular distributions (not including Special Distributions, as defined in the Certificate of Designation of Series [ ] Profits Units) made during the period from the Grant Date to the Vesting Date (the “vesting period”)

C = the actual distributions on the NOI Performance TRG Units set forth in Section 2(c) that were paid in cash to the Participant during the vesting period as provided in Section 2.3 of the Certificate of Designation of Series [ ] Profits Units, and

D = $[ ] (which amount is the Target Balance as defined in the Certificate of Designation of Series [ ] Profits Units).

Step Four: The sum of the Adjusted Base NOI Performance TRG Units and the Adjusted Distribution Equivalent NOI Performance TRG Units (“Value 2N”) shall be calculated.

Step Five: If Value 2N equals or exceeds Value 1N, then Value 1N, rounded up to the next whole number, shall be the number of the Participant’s vested NOI Performance TRG Units. If Value 2N is less than Value 1N, then Value 2N, rounded up to the next whole number, shall be the number of the Participant’s vested NOI Performance TRG Units.

3.    Value 3 shall be the result of the following formula; provided, however, that Value 3 shall not be less than zero:

(Value 1T + Value 1N) - (Value 2T + Value 2N)

EXHIBIT C TO

TRG UNIT AWARD AGREEMENT

ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF TRANSFER

OF PROPERTY PURSUANT TO SECTION 83(b) OF THE INTERNAL

REVENUE CODE OF 1986, AS AMENDED

The undersigned elects pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the undersigned’s gross income for the ____ taxable year the excess (if any) of the fair market value of the property described below, over the amount the undersigned paid for such property, if any, and supplies the following information in accordance with the Treasury regulations promulgated under Section 83(b):

1. The undersigned’s name, address and taxpayer identification (social security) number are:

Name:_____________________________________________________________

Address:___________________________________________________________

Social Security Number:_______________________________________________

2. The property with respect to this election is made consists of ____________ Profits Units (the “Award”) of The Taubman Realty Group Limited Partnership, a Delaware Limited Partnership (“TRG”), representing an interest in future profits, losses and distributions of TRG.

3. The date on which the property specified above was transferred to the undersigned was ______________, and the taxable year to which this election relates is ____________/

4. The Profits Units specified above is subject to the following restrictions:

5. The fair market value of the property specified above at the time of transfer (determined without regard to any restrictions other than those by which their terms will never lapse) is $0.

6. The amount paid for the property specified above by the undersigned was $0.

7. A copy of this election has been furnished to TRG and to The Taubman Company LLC, and the original will be filed with the income tax return of the undersigned to which this election relates.

Dated:____________________________          Signed:_____________________________________

Printed Name:     _____________________________________