THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
                           1992 INCENTIVE OPTION PLAN
                           --------------------------

          (As Amended and Restated Effective as of September 30, 1997)


                                    Article 1
                Background, Amendment and Restatement, and Term.

     1.1 Background.  THE TAUBMAN REALTY GROUP LIMITED  PARTNERSHIP,  a Delaware
limited partnership (including any successor thereto,  "TRG") was formed for the
purposes of,  among other  things,  owning,  operating,  acquiring,  developing,
redeveloping, expanding, leasing, managing, financing and refinancing, disposing
of,  and  generally   dealing  with,   regional  retail  shopping   centers  and
opportunities  to  develop  regional  retail  shopping  centers  (and  interests
therein). TRG has engaged the Manager, on an exclusive basis, to provide various
services,   including  management,   leasing,   development,   acquisition,  and
administrative services, to TRG.

     1.2 Original Plan. TRG adopted The Taubman Realty Group Limited Partnership
1992 Incentive  Option Plan (the "Original  Plan")  effective as of November 20,
1992, to provide  incentives to employees of the Manager to remain in the employ
of the Manager for the benefit of TRG, to encourage proprietary interest in TRG,
and to  attract  new  employees  with  outstanding  qualifications  to serve the
Manager on behalf of TRG.

     1.3 Amended and  Restated  Plan.  The Original  Plan is hereby  amended and
restated  effective as of September 30, 1997 and is referred to  hereinafter  as
the "Plan".

     1.4 Term.  The Plan will remain in effect until  terminated or abandoned by
action  of  the  Partnership   Committee  in  accordance  with  the  Partnership
Agreement.

                                    Article 2
                                   Definitions

     In the Plan,  whenever  the context so  indicates,  the  singular or plural
number,  and the  masculine,  feminine or neuter  gender shall each be deemed to
include the other,  the terms "he," "his," and "him" shall refer to an Optionee,
and the capitalized terms shall have the following meanings:

     2.1 "Articles of Incorporation"  means the Amended and Restated Articles of
Incorporation of the Company, as the same may be amended from time to time.

     2.2 "Beneficiary" means (i) an individual,  trust,  estate, or Family Trust
who or which,  by will or by operation of the laws of descent and  distribution,
succeeds to the rights and  obligations  of an  Optionee  under the Plan and the
Option  Agreement upon the  Optionee's  death;  or (ii) an individual  who, as a
result of designation by an Optionee, succeeds to the



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rights and obligations of such Optionee under the Plan and the Option  Agreement
upon such Optionee's death.

     2.3 "Board of Directors" means the Board of Directors of the Company.

     2.4  "Business  Day" means any Day on which the New York Stock  Exchange is
open for trading.

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

     2.6 "Common  Stock" means the common  stock of the Company,  par value $.01
per share.

     2.7 "Company" means Taubman Centers, Inc., a Michigan corporation.

     2.8 "Compensation  Committee" means the Compensation  Committee established
for TRG pursuant to the Partnership Agreement.

     2.9 "Continuing  Offer" means the Continuing Offer, as amended and restated
effective as of September 30, 1997,  by the Company to certain  holders of Units
of Partnership  Interest and Incentive  Options to exchange,  subject to certain
restrictions, Units of Partnership Interest (or the right, without condition, to
receive Units of Partnership Interest pursuant to the Plan) for shares of Common
Stock.

     2.10 "Date of  Exercise",  means with respect to an Incentive  Option,  the
Business Day  immediately  preceding the date on which such Incentive  Option is
exercised pursuant to the Plan.

     2.11  "Date of Grant",  means with  respect  to an  Incentive  Option,  the
Business Day immediately preceding the date on which the Compensation  Committee
grants such Incentive Option pursuant to the Plan.

     2.12 "Day" 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  ends is not a Business  Day,  such period
shall end on the next Business Day.

     2.13  "Disability"  or  "Disabled"  means,  with respect to an Employee,  a
physical or mental condition resulting from any medically  determinable physical
or mental  impairment  that renders such  Employee  incapable of engaging in any
substantial  gainful  employment  and that can be expected to result in death or
that has lasted or can be expected to last for a  continuous  period of not less
than three hundred  sixty-five  (365) Days.  Notwithstanding  the foregoing,  an
Employee shall not be deemed to be Disabled as a result of any condition that:

               (a) was contracted, suffered, or incurred while such Employee was
     engaged in, or resulted from such Employee  having  engaged in, a felonious
     activity;


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               (b) resulted from an  intentionally  self-inflicted  injury or an
     addiction to drugs, alcohol, or substances which are not administered under
     the direction of a licensed  physician as part of a medical treatment plan;
     or

               (c)  resulted  from  service  in the Armed  Forces of the  United
     States for which such  Employee  received a  disability  benefit or pension
     from the United  States,  or from  service in the armed forces of any other
     country irrespective of any disability benefit or pension.

     The Disability of an Employee and the date upon which an Employee ceases to
be employed by reason of  Disability  shall be  determined  by the  Compensation
Committee,  upon the recommendation from the Manager, in accordance with uniform
principles  consistently  applied,  upon  the  basis  of  such  evidence  as the
Compensation  Committee and the Manager deem  necessary and  desirable,  and its
good faith  determination  shall be conclusive for all purposes of this Plan and
the relevant Option Agreement.  The Compensation  Committee or the Manager shall
have the right to require an Employee to submit to an examination by a physician
or physicians and to submit to such reexaminations as the Compensation Committee
or the Manager shall  require in order to make a  determination  concerning  the
Employee's physical or mental condition; provided, however, that (i) an Employee
may not be required to undergo a medical  examination  more often than once each
one  hundred  eighty  (180) Days nor at any time  after the  normal  date of the
Employee's  Retirement,  and  (ii) the fees  and  expenses  of any such  medical
examination(s)  shall be considered  expenses of administering  the Plan. If any
Employee engages in any occupation or employment  (except for  rehabilitation as
determined  by the  Compensation  Committee,  upon the  recommendation  from the
Manager) for remuneration or profit,  which activity would be inconsistent  with
the  finding  of  Disability,   or  if  the  Compensation  Committee,  upon  the
recommendation  from  the  Manager,   determines  on  the  basis  of  a  medical
examination  that an  Employee  no longer has a  Disability,  or if an  Employee
refuses  to  submit  to  any  medical  examination  properly  requested  by  the
Compensation  Committee  or the  Manager,  then in any such event,  the Employee
shall be deemed to have recovered from such Disability.

     2.14  "Effective  Date" means September 30, 1997. The effective date of the
Original Plan was November 20, 1992.

     2.15  "Employee"  means an  individual  who is and continues to be employed
(within the meaning of Section 3401 of the Code and the regulations  promulgated
thereunder) by the Manager or a Manager Entity. An Employee shall cease to be an
Employee upon the voluntary or involuntary  termination  of his employment  with
the Manager or a Manager  Entity (as such terms are defined in Sections 2.26 and
2.27 hereof) for any reason, including death, Disability, Retirement, or with or
without cause. Transfers of employment between the Manager and a Manager Entity,
or  between  Manager  Entities,  shall not affect an  individual's  status as an
Employee  for  purposes of the Plan and shall not be treated as a  cessation  of
employment  provided  that the  cessation  of  employment  with the Manager or a
Manager Entity is immediately followed by employment with the Manager or another
Manager  Entity.  Whether an authorized  leave of absence,  or an absence due to
military or government service,  Disability, or any other reason,  constitutes a
cessation of employment shall be determined by the Compensation Committee,  upon
the recommendation from the Manager.


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     2.16 "Exercise Price", means with respect to an Incentive Option, the price
at which an Optionee may exercise  his  Incentive  Option to acquire one or more
Units of Partnership Interest which are the subject of such Optionee's Incentive
Option, and in accordance with the following provisions:

               (a)  Incentive  Options  Granted  prior  to or at the time of the
                    Initial Public  Offering:  The Exercise Price shall be equal
                    to $11.139 for each Unit of Partnership  Interest subject to
                    an Incentive  Option  granted prior to or at the time of the
                    Initial Public Offering.

               (b)  Incentive  Option  Granted After November 20, 1992 but prior
                    to September 30, 1997:  The Exercise Price shall be equal to
                    the Fair Market Value of each Unit of  Partnership  Interest
                    (as defined in the Original Plan)  determined as of the Date
                    of Grant,  divided by 1975.08  (rounding  the quotient up to
                    the  nearest  1/10th  cent)  for  each  Unit of  Partnership
                    Interest  subject to an Incentive Option granted on any date
                    after November 20, 1992 but prior to September 30, 1997.

               (c)  Incentive  Options  Granted on or after  September 30, 1997:
                    The  Exercise  Price shall be equal to the Fair Market Value
                    of each Unit of Partnership  Interest (as defined in Section
                    2.18)  determined as of the Date of Grant,  for each Unit of
                    Partnership  Interest subject to an Incentive Option granted
                    on any date on or after September 30, 1997.

     2.17 "Fair Market  Value of the Common  Stock" means the per share value of
the Common Stock on the Valuation Date, and is determined as follows:

               (a) If the Common  Stock is listed or admitted for trading on any
     national securities exchange,  the Fair Market Value of the Common Stock is
     the closing price per share on such exchange on such Valuation Date (or, if
     listed on more than one exchange, the principal said exchange).

               (b) If the Common Stock is not traded on any national  securities
     exchange,  but is quoted on the National Association of Securities Dealers,
     Inc.  Automated  Quotation  System (NASDAQ System) or any similar system of
     automated  dissemination  of  quotations  of prices in common use, the Fair
     Market  Value of the Common  Stock is the price per share equal to the mean
     between the closing high bid and the closing low bid on such system on such
     Valuation Date.

               (c) If neither paragraph (a) nor paragraph (b) of this definition
     is applicable, the Fair Market Value of the Common Stock is the fair market
     value per share,  on such  Valuation  Date,  as  determined by the Board of
     Directors (or by the  Partnership  Committee if the Board of Directors does
     not,  for any reason,  provide  such  determination),  in good faith and in
     accordance with uniform principles consistently applied.


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     2.18 "Fair Market Value of each Unit of Partnership  Interest" means,  with
respect to an Incentive Option, the value of a Unit of Partnership Interest that
is the subject of an Incentive Option granted on or after September 30, 1997 and
is equal to the Fair Market Value of the Common Stock.

     2.19 "Family  Trust"  means,  with respect to an Optionee,  a trust for the
benefit  of such  Optionee  or for the  benefit of any member or members of such
Optionee's  Immediate Family, or for the benefit of such Optionee and any member
or members of such Optionee'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 Optionee'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  is to 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 a trust  will be a  "Family  Trust"
hereunder  only if the trustee or trustees of such Family  Trust shall be solely
such  Optionee,  a member or  members of such  Optionee's  Immediate  Family,  a
responsible  financial institution and/or an attorney who is a member of the Bar
of any State in the United States and/or an individual or  individuals  approved
by the Partnership Committee.

     2.20 "Fractional Unit" means less than one Unit of Partnership Interest.

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

     2.22 "Impermissible Holder" is defined in Section 7.17 hereof.

     2.23  "Incentive  Option" means an option  granted  pursuant to the Plan to
acquire one (1) or more Units of Partnership Interest, general and/or limited.

     2.24 "Incumbent Board" is defined in Section hereof.

     2.25 "Initial  Public  Offering" or "IPO" means the initial public offering
of shares of Common Stock pursuant to the Company's first effective registration
statement  for the sale to the  public  of such  Common  Stock  filed  under the
Securities Act of 1933, as amended.

     2.26 "Manager" means TTC, or such other Person who has by written  contract
with TRG agreed to provide management, administration,  leasing, and development
services for the properties of TRG.

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

     2.28 "Option Agreement" is defined in Section hereof.


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     2.29 "Optionee"  means an Employee or a former Employee who has received an
Incentive Option.

     2.30  "Original  Plan" means The Taubman  Realty Group Limited  Partnership
1992 Incentive Option Plan effective as of November 20, 1992.

     2.31  "Partnership  Agreement" means The Amended and Restated  Agreement of
Limited Partnership of The Taubman Realty Group Limited Partnership, as the same
has been or may be amended and/or supplemented.

     2.32  "Partnership  Committee"  means  the  Partnership  Committee  and the
Executive Committee established for TRG pursuant to the Partnership Agreement.

     2.33  "Partnership  Interest" means an interest,  as a Partner,  in TRG, as
such terms are defined in the Partnership Agreement.

     2.34 "Partnership Interest Certificate" is defined in Section hereof.

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

     2.36  "Plan"  means The  Taubman  Realty  Group  Limited  Partnership  1992
Incentive  Option Plan as amended and restated  effective  as of  September  30,
1997, as the same may be amended from time to time.

     2.37 "Retirement"  means the termination of employment by an Employee after
the attainment of the age of sixty-five  (65) years or upon such earlier date as
required by local law or as otherwise determined by the Compensation  Committee,
upon the recommendation from the Manager.

     2.38 "Special  Incentive Options" means those Incentive Options granted for
the purpose of converting amounts previously granted to eligible employees under
The Taubman  Company,  Inc. Long Term  Management  Incentive Plan into Incentive
Options under this Plan. All references and provisions in the Plan applicable to
Incentive  Options shall include and apply equally to Special  Incentive Options
unless expressly provided otherwise.

     2.39 "Transfer" means any assignment, sale, transfer, conveyance,  mortgage
or other encumbrance, pledge, or other disposition or act of alienation, whether
voluntary or involuntary, or by operation of law.

     2.40  "Termination for Cause" means  termination of employment by reason of
an  Optionee's  action or  repeated  acts,  including  without  limitation,  the
commission of a felony,  fraud, or wilful misconduct,  which has resulted, or is
likely to result,  in material damage to the Manager,  a Manager Entity, or TRG,
as the Compensation  Committee,  upon the recommendation  from the Manager,  may
conclusively determine.


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     2.41 "TRG" means The Taubman Realty Group Limited  Partnership,  a Delaware
limited partnership, or any successor thereto.

     2.42  "TTC"  means The  Taubman  Company  Limited  Partnership,  a Delaware
limited partnership.

     2.43 "Units of Partnership Interest" means the units into which Partnership
Interests are divided.

     2.44 "Valuation Date" means, with respect to an Incentive Option,  the Date
of Grant  of such  Incentive  Option  or the Date of  Exercise,  as  applicable.
Whenever  reference is made to a Valuation  Date, it shall mean, with respect to
the Common Stock,  the price at the close of trading on such Valuation Date, and
with respect to any other item, midnight in Detroit, Michigan at the end of such
Valuation Date.

                                    Article 3
                                 Administration.

     3.1  Administration.  The Plan shall be  administered  by the  Compensation
Committee in accordance with this Article 3. Except as otherwise provided in the
Partnership Agreement or this Plan and except as otherwise expressly reserved to
the  Partnership  Committee  in the Plan or in the  Partnership  Agreement,  the
Compensation Committee shall have the sole discretionary authority (i) to select
the Employees who are to be granted  Incentive  Options under the Plan,  (ii) to
determine the number of Units of  Partnership  Interest in TRG to be optioned to
an Employee,  (iii) to authorize  the  granting of  Incentive  Options,  (iv) to
interpret  the Plan,  (v) to establish and modify  administrative  rules for the
Plan, (vi) to impose such conditions and restrictions on Incentive Options as it
determines  appropriate,  (vii) to execute Option  Agreements,  (viii) to cancel
Incentive Options and to substitute new Incentive Options with the consent of an
Optionee, and (ix) to take any other actions in connection with the Plan and the
Incentive Options and to make all  determinations  under the Plan as it may deem
necessary or advisable.

     It  is  anticipated  that  the  Compensation  Committee  will  act  upon  a
recommendation  from the Manager in  exercising  the  discretion  granted to the
Compensation  Committee  under  the  Plan.  Action  taken  or not  taken  by the
Compensation  Committee on one or more occasions shall be without  obligation to
take or not take such action on any other occasion(s).

     The   Compensation   Committee  may,  subject  to  the  provisions  of  the
Partnership Agreement,  delegate to one or more Persons any of its powers, other
than its power to authorize  the granting of  Incentive  Options,  hereinbefore,
hereinafter,  or pursuant to the Partnership Agreement provided or conferred, or
designate  one or more  Persons  to do or  perform  those  matters to be done or
performed by the Compensation Committee,  including  administration of the Plan.
Any Person or Persons  delegated or  designated  by the  Compensation  Committee
shall be  subject  to the  same  obligations  and  requirements  imposed  on the
Compensation  Committee  and its  members  under  the Plan  and the  Partnership
Agreement.

     Notwithstanding the foregoing provisions of this Section 3.1, any selection
of an officer or director of the Company to be granted an Incentive Option under
the Plan, and any


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decisions concerning the timing, pricing, and amount of a grant to an officer or
director of the Company, in the event such officer or director is subject to the
provisions of Section 16 of the  Securities  Exchange Act of 1934 at the time of
grant, shall be made solely by those members of the Compensation Committee,  but
in no event fewer than two, who are  "disinterested  persons" within the meaning
of Rule 16b-3 under the  Securities  Exchange  Act of 1934.  In view of the fact
that,  subject  to  certain  restrictions,  the  Units of  Partnership  Interest
acquired upon exercise of an Incentive Option may be exchanged,  pursuant to the
Continuing Offer, for shares of Common Stock, all grants of Incentive Options to
such  officers  and  directors  of the Company  must  further be  confirmed by a
committee  of  two  or  more  disinterested  directors  of  the  Company  (which
confirmation shall be deemed made if such  disinterested  directors who serve on
such  committee  of the  Board  of  Directors  also  serve  on the  Compensation
Committee).

     3.2  Expenses of  Administration.  TRG shall pay all costs and  expenses of
administering the Plan.

     3.3   Indemnification.   The   Compensation   Committee,   members  of  the
Compensation  Committee,  and each Person or Persons  designated or delegated by
the  Compensation  Committee,  and the Manager and each  Manager  Entity and the
shareholders,  directors  and  officers of the Manager and each  Manager  Entity
shall be entitled to  indemnification  and reimbursement from TRG for any action
or any failure to act in connection  with services  performed by or on behalf of
the Compensation Committee for the benefit of TRG to the fullest extent provided
or permitted by the Partnership  Agreement and by any insurance  policy or other
agreement  intended  for the benefit of the  Compensation  Committee,  or by any
applicable law.

                                    Article 4
             Units of Partnership Interest Available Under the Plan

     4.1 Units of  Partnership  Interest  Available.  Incentive  Options  may be
granted by TRG under the Plan from time to time to purchase an  aggregate  Eight
Million,  Eight Hundred Eighty- Seven Thousand,  Eight Hundred Sixty (8,887,860)
Units of Partnership  Interest, as said number may be increased by the action of
the Partnership Committee.

     4.2  Units  of  Partnership  Interest  Subject  to  Terminated  or  Expired
Incentive  Options.  In the  event  that  an  outstanding  Incentive  Option  is
surrendered,  expires or is terminated  for any reason before it shall have been
fully exercised,  then all Units of Partnership Interest in TRG formerly subject
to such  Incentive  Option shall again be  available  for any  Incentive  Option
subsequently granted under the Plan.

     4.3  Adjustments.  In the event of any  change in the Units of  Partnership
Interest by reason of merger, or by reason of a division or combination of Units
of  Partnership  Interest,  or  otherwise,  the  number  and  kind of  Units  of
Partnership  Interest  which may thereafter be optioned and sold under the Plan,
the  number  and kind of Units of  Partnership  Interest  subject  to option and
outstanding  Option  Agreements,  and the Exercise Price per Unit of Partnership
Interest,  shall be  appropriately  adjusted  in a manner  consistent  with such
change, as the Compensation Committee may deem equitable.


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                                    Article 5
                                  Participation

     All  Employees  shall be eligible to receive  grants of  Incentive  Options
under the Plan.  The Optionees  shall be such  individuals  as the  Compensation
Committee may select, upon the recommendation  from the Manager,  from among the
Employees  (who may include  executive  officers of the  Manager),  and shall be
based upon the expected future  contribution of such Employee to the Manager for
the benefit of TRG.

                                    Article 6
                                Incentive Options

     6.1 Power to Grant Incentive Options. The Compensation  Committee may grant
to such Employees as the Compensation  Committee may select,  in accordance with
Article 5 hereof,  Incentive Options entitling the Optionee to purchase Units of
Partnership Interest from TRG in such quantity, exercisable at an Exercise Price
equal to the Fair Market Value of the Units of Partnership  Interest  determined
as of the Date of Grant,  and on such terms and subject to such  conditions  not
inconsistent  with  the  terms  of  the  Plan,  as  may  be  established  by the
Compensation  Committee. No Incentive Option covering a Fractional Unit shall be
granted under the Plan.

     6.2 Modification,  Extension,  and Renewal of Incentive Options. Subject to
the  approval of the  Partnership  Committee,  the  Compensation  Committee  may
modify,   extend,  or  renew  outstanding   Incentive  Options,  or  accept  the
cancellation  or surrender of outstanding  Incentive  Options (to the extent not
previously  exercised) for the granting of new Incentive Options in substitution
therefor.  Notwithstanding the foregoing, no modification of an Incentive Option
shall,  without  the  consent  of the  Optionee,  alter or impair  any rights or
obligations under any Incentive Option previously granted.

     6.3  Optionee  to Have No Rights as a Partner.  An  Optionee  shall have no
rights as a partner  in TRG with  respect to the Units of  Partnership  Interest
made subject to an Incentive  Option  unless and until such  Optionee  exercises
such  Incentive  Option,  is  admitted  as a  partner  in TRG,  and is  issued a
Partnership Interest Certificate  evidencing his Units of Partnership  Interest.
No adjustments  shall be made for  distributions,  allocations,  or other rights
with respect to any Units of Partnership  Interest prior to the last to occur of
the foregoing events specified in this Section 6.3.

                                    Article 7
                    Terms and Conditions of Incentive Options

     7.1 Option  Agreements.  The terms of any Incentive  Option shall be as set
forth in a written  incentive option  agreement (an "Option  Agreement") in such
form as the  Compensation  Committee  shall  from time to time  determine.  Each
Option Agreement shall comply with and be subject to the terms and conditions of
the Plan, the Partnership Agreement,  and such other terms and conditions as the
Compensation  Committee  may deem  appropriate.  No Person shall have any rights
under any Incentive  Option  granted under the Plan unless and until TRG and the
Optionee have executed an Option Agreement setting forth the grant and the terms
and conditions of the Incentive Option.


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     7.2 Plan Provisions  Control  Incentive Option Terms. The terms of the Plan
shall govern all Incentive Options granted under the Plan, and in no event shall
the  Compensation  Committee have the power to grant any Incentive  Option under
the Plan which is contrary to any of the  provisions  of the Plan.  In the event
that any provision of an Incentive  Option granted under the Plan shall conflict
with any term in the Plan as  constituted on the Date of Grant of such Incentive
Option,  the term in the Plan constituted on the Date of Grant of such Incentive
Option shall control.

     7.3  Conditions  for  Exercise  (Vesting).  Except with  respect to Special
Incentive Options or in the case of the death,  Disability,  or Retirement of an
Optionee, and subject to the provisions of Sections 7.6, 8.3, and 8.4 hereof, no
part of an Incentive  Option  granted under the Plan may be exercised  until the
Optionee has completed  three (3) years of employment with the Manager after the
Date of Grant of such Incentive Option. Except with respect to Special Incentive
Options or in the case of the death,  Disability,  or Retirement of an Optionee,
and provided that an Optionee has completed  three (3) years of employment  with
the Manager after the Date of Grant of such  Incentive  Option,  such  Incentive
Option shall become exercisable (i.e., it shall "vest") as follows:

               (a) Subject to  paragraph  (d) below of this  Section  7.3,  each
     Incentive Option (other than a Special Incentive Option) granted under this
     Plan shall become  exercisable (i) on the third (3rd)  anniversary  date of
     the Date of Grant of such  Incentive  Option,  to the  extent of  one-third
     (1/3) of the Units of  Partnership  Interest made subject to such Incentive
     Option;  (ii) on the fourth (4th)  anniversary date of the Date of Grant of
     such Incentive  Option,  to the extent of an additional  one-third (1/3) of
     the Units of Partnership  Interest made subject to such  Incentive  Option;
     and (iii) on the fifth (5th)  anniversary date of the Date of Grant, to the
     extent of all of the Units of  Partnership  Interest  made  subject to such
     Incentive Option.

               (b) The vesting and exercise of Special  Incentive  Options shall
     be determined under the terms of the Original Plan.

               (c) For purposes of this Section 7.3, in  determining  the "Units
     of  Partnership  Interest made subject to such Incentive  Option,"  account
     shall be taken of any adjustments made to the Units of Partnership Interest
     as described in Section 4.3 hereof after the Date of Grant of the Incentive
     Option, such that the number of Units of Partnership  Interest with respect
     to which an Optionee's  Incentive Option is vested shall be redetermined at
     the time of an adjustment,  and the number of Units of Partnership Interest
     with respect to which an Optionee's  Incentive Option becomes vested on any
     anniversary date shall be determined by reference to the number of Units of
     Partnership  Interest  then subject to such  Incentive  Option,  taking any
     adjustments previously made into account.

               (d) An Optionee  may  exercise all or any portion of an Incentive
     Option,  to the  extent  vested;  however,  Incentive  Options  may  not be
     exercised  over less than one (1) Unit of  Partnership  Interest.  If, as a
     result  of  the  vesting   provisions  of  Section  7.3(a),  the  Units  of
     Partnership   Interest  with  respect  to  which  an  Optionee's  Incentive
     Option(s)   become   exercisable   include  a  Fractional  Unit,  then  the
     exercisable Options shall be rounded down to cover whole Units only.


                                     - 10 -

<PAGE>



     7.4 Conversion of Incentive Options Granted Prior to September 30, 1997. In
connection  with  the  division  of  Units  of  Partnership  Interest  effective
September 30, 1997, the number of Units of Partnership  Interest  subject to all
unexercised  and  outstanding  Incentive  Options granted prior to September 30,
1997 shall be  increased  (effective  as of  September  30, 1997) by a factor of
1,975.08,  rounding  up to the next whole Unit if the  product  would  otherwise
include a Fractional Unit.

     7.5 Expiration  Date.  Notwithstanding  any other provision of the Plan, no
Incentive Option shall be exercisable after the tenth (10th)  anniversary of the
Date of Grant.

     7.6 Acceleration of Exercise Time. Notwithstanding anything to the contrary
in the Plan,  including  Sections  7.3,  7.7 and 7.8  hereof,  the  Compensation
Committee,  in its discretion,  upon the  recommendation  from the Manager,  may
allow the  exercise,  in whole or in part,  at any time more than six (6) months
after the Date of Grant,  as determined by the  Compensation  Committee,  of any
Incentive Option held by an Optionee,  which Incentive Option has not previously
become exercisable.

     7.7 Termination of Employment (Except by Death, Disability,  or Retirement)
Within  Three  Years  After  Date of  Grant.  Except  in the case of the  death,
Disability,  or  Retirement  of an  Optionee,  if an  Optionee  ceases  to be an
Employee  for any reason  within three (3) years after the Date of Grant to such
Optionee  of an  Incentive  Option  under the  Plan,  such  Optionee's  right to
exercise  such  Incentive   Option  or  any  part  thereof  shall  be  forfeited
immediately and permanently.

     7.8 Termination of Employment (Except by Death, Disability,  or Retirement)
More Than  Three  Years  After  Date of Grant.  Except in the case of the death,
Disability,  or  Retirement  of an  Optionee,  if an  Optionee  ceases  to be an
Employee  for any reason  more than  three (3) years  after the Date of Grant to
such Optionee of an Incentive  Option under the Plan,  such Optionee  shall have
the right, subject to the restrictions of Sections 7.5, 7.17 and 7.18 hereof, to
exercise such  Incentive  Option,  in full or in part, at any time within ninety
(90) Days after his cessation of employment, but only to the extent that, on the
date of such cessation of  employment,  such  Optionee's  right to exercise such
Incentive  Option had vested pursuant to the terms of Section 7.3 hereof and the
applicable Option Agreement and had not previously been exercised.

     7.9 Termination for Cause.  Notwithstanding  the preceding Sections of this
Article  7,  including  without  limitation  Sections  7.3  and 7.8  hereof,  an
Incentive   Option  shall  cease  to  be  exercisable  and  shall  be  forfeited
immediately and permanently on the date of an Optionee's cessation of employment
if such  cessation  is a  Termination  For Cause (as  defined  in  Section  2.40
hereof).

     7.10 Death of Optionee.  If an Optionee  dies while an Employee and without
having fully exercised his Incentive Option(s),  then any outstanding  Incentive
Option(s) of such Optionee shall vest  immediately and fully,  and the executor,
administrator, or other personal representative of the Optionee's estate, or the
trustee of any Family Trust  receiving such  Incentive  Option(s) as a result of
such Optionee's  death, or any heir,  successor,  assign, or other transferee of
the  Optionee  receiving  such  Incentive  Option(s)  by will or by the  laws of
descent and distribution,  shall have the right,  subject to the restrictions of
Sections 7.5,  7.17 and 7.18 hereof,  to exercise  such  Incentive  Option(s) to
acquire the Units of Partnership


                                     - 11 -

<PAGE>



Interest in TRG made subject to such Incentive Option(s), in full or in part, at
any time within seven hundred thirty (730) Days after the Optionee's death.

     7.11 Disability of Optionee. If an Optionee who ceases to be an Employee at
any  time  by  reason  of  Disability  has not  fully  exercised  his  Incentive
Option(s),  then any outstanding Incentive Option(s) of such Optionee shall vest
immediately  and  fully,  and such  Optionee  or his  guardian  or  other  legal
representative,  shall have the right,  subject to the  restrictions of Sections
7.5, 7.17 and 7.18 hereof,  to exercise such Incentive  Option(s) to acquire the
Units  of  Partnership  Interest  in TRG  made  the  subject  of such  Incentive
Option(s), in full or in part, at any time prior to the tenth (10th) anniversary
date of the Date of Grant.

     7.12 Retirement of Optionee. If an Optionee who ceases to be an Employee at
any  time  by  reason  of  Retirement  has not  fully  exercised  his  Incentive
Option(s),  then any Incentive Option(s) of such Optionee shall vest immediately
and fully,  and such Optionee shall have the right,  subject to the restrictions
of Sections 7.5, 7.17 and 7.18 hereof,  to exercise such Incentive  Option(s) to
acquire  the  Units of  Partnership  Interest  in TRG made the  subject  of such
Incentive  Option(s),  in full or in part, at any time prior to the tenth (10th)
anniversary date of the Date of Grant.

     7.13 Exercise  Procedures.  Each  Incentive  Option  granted under the Plan
shall be exercised by written notice to the Compensation Committee, which notice
must be received by the  Compensation  Committee on or before the earlier of (i)
the date such Incentive Option expires pursuant to Section 7.5 hereof,  and (ii)
the last date on which such  Incentive  Option may be  exercised  as provided in
Sections 7.7 through 7.12 and in Section 8.3 hereof.

     7.14 Payment of the  Exercise  Price.  The purchase  price for each Unit of
Partnership Interest in TRG to be purchased upon exercise of an Incentive Option
granted under the Plan shall be paid in full in cash by the Optionee pursuant to
the Option Agreement and in an amount equal to the Exercise Price.

     7.15 Taxes.  TRG or the Manager,  or a Manager Entity,  as the case may be,
shall  be  entitled,  if  the  Compensation  Committee  deems  it  necessary  or
desirable,  to withhold (or secure  payment from an Optionee or  Beneficiary  in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by TRG or the Manager with respect to any amount  payable
and/or Units of Partnership  Interest  issuable under such Optionee's  Incentive
Option,  and TRG may defer  payment  or  issuance  of the  Units of  Partnership
Interest upon such Optionee's exercise of an Incentive Option unless indemnified
to its  satisfaction  against any liability for such tax. The amount of any such
withholding shall be determined by the Compensation Committee.

     7.16 Surrender of Incentive Options. Any Incentive Option granted under the
Plan  may  be  surrendered  to  TRG  for  cancellation  on  such  terms  as  the
Compensation  Committee and the Optionee agree,  including,  but not limited to,
terms which provide that upon such  surrender TRG shall pay to the Optionee cash
or,  subject to the  provisions  of Section  7.17 hereof,  Units of  Partnership
Interest, or a combination of cash and Units of Partnership Interest.

     7.17 Prohibition Against Exercise of Incentive Option. In the event that an
Optionee properly exercising an Incentive Option as provided in the Plan, or any
other Person properly


                                     - 12 -

<PAGE>



exercising an Incentive  Option as provided in the Plan, is not a Person to whom
a Partner  (as that  term is  defined  in the  Partnership  Agreement)  would be
permitted  to  Transfer  all or any  portion  of its  Partnership  Interest,  as
provided in Section 8.1(b) of the Partnership  Agreement (such Optionee or other
Person being hereinafter  referred to as an "Impermissible  Holder"),  then such
Impermissible  Holder shall nevertheless be permitted to exercise such Incentive
Option as  provided in Sections  7.3  through  7.12 and in Sections  8.2 and 8.4
hereof,  by complying  with the  procedures  provided in Sections  7.13 and 7.15
hereof and by paying or causing to be paid to TRG the Exercise Price pursuant to
Section  7.14,  but such  Impermissible  Holder  shall not be issued  Unit(s) of
Partnership Interest but shall, instead, and at the same time, receive shares of
Common  Stock  pursuant  to and  subject  to the  terms  and  conditions  of the
Continuing Offer.

     7.18  Prohibition  Against Exercise of Option within Six (6) Months of Date
of Grant.  Notwithstanding  any other provision of the Plan (including  Sections
8.3 and 8.4 hereof),  no Incentive  Option  which,  but for this Section 7.18 is
exercisable, shall be exercised within six (6) months from the Date of Grant.

                                    Article 8
            Amendment and Termination of the Plan; Dissolution of TRG

     8.1 Amendment of the Plan. The Compensation Committee, with the approval or
at the direction of the Partnership Committee,  may from time to time suspend or
discontinue the Plan or revise or amend the Plan in any respect  whatsoever.  In
addition, the Compensation  Committee,  with the approval or at the direction of
the  Partnership  Committee  and the Company,  may cause the Company to adopt an
incentive  option plan in  replacement  of the Plan whereby  options to purchase
shares of Common Stock of the Company are granted to  Employees.  In such event,
all  outstanding  Incentive  Options shall be adjusted to be consistent with the
terms and provisions of the Plan and the Continuing Offer, and in such manner as
the Compensation  Committee may deem equitable or as may be required pursuant to
applicable law;  provided,  however,  that except with the written consent of an
Optionee  or  as  otherwise  specifically  provided  herein  with  respect  to a
replacement  plan,  no amendment or suspension of the Plan shall alter or impair
any Incentive Option previously granted to such Optionee under the Plan.

     8.2 Termination of the Plan. The Compensation Committee,  with the approval
or at the direction of the Partnership Committee, shall have the right and power
to  terminate  the Plan at any time,  and no  Incentive  Option shall be granted
under the Plan after the termination of the Plan.  Except as otherwise  provided
in Section  8.3  hereof,  the  termination  of the Plan shall not have any other
effect,  and any Incentive Option  outstanding at the time of the termination of
the Plan may be exercised  after  termination  of the Plan, at any time prior to
the expiration date of such Incentive  Option and to the same extent and subject
to the same terms and  conditions,  as provided in Article 7 hereof,  that would
have applied to such Incentive Option if the Plan had not been terminated.

     8.3  Dissolution  of TRG. The  dissolution of TRG (provided that TRG is not
reconstituted as provided in the Partnership  Agreement) shall automatically and
without  further  action  cause  the  Plan to  terminate  and  each  outstanding
Incentive  Option which is not yet vested to vest  immediately  and fully.  Each
Optionee holding an outstanding  Incentive Option which is then, or by reason of
the dissolution of TRG has become, vested and exercisable, as


                                     - 13 -

<PAGE>



set forth in Article 7 hereof,  shall receive  written notice of the dissolution
of TRG and shall have fifteen (15) Days from the receipt of such written  notice
of dissolution  to exercise such  Optionee's  Incentive  Option(s) by delivering
written notice of such exercise as provided in Section 7.13 hereof and by paying
or causing to be paid to TRG the Exercise Price. Except as otherwise provided in
this Section 8.3, any  Incentive  Option  exercised  upon  dissolution  shall be
exercisable  only as provided under the Plan and shall continue to be subject to
all of the terms and conditions of the Plan.  The grant of any Incentive  Option
pursuant  to the Plan  shall not  affect in any way the right or power of TRG to
make changes to its business structure,  or to merge, dissolve, or terminate, or
to sell or transfer any or all of its assets.

     8.4 Termination of Management  Contract/Change  of Control Event.  Upon the
termination  of the Master  Services  Agreement  (as defined in the  Partnership
Agreement)  between TRG and the Manager,  for any reason, or upon the occurrence
of either of the following events (a "change of control"  event),  all Incentive
Options  previously granted under the Plan shall vest immediately and fully, but
shall  otherwise  be  exercisable  only as  provided  under  the Plan and  shall
continue  to be  subject  to all of the terms and  conditions  of the Plan.  For
purposes of this Section 8.4, a "change of control" event means:

               (a)  The   acquisition  of  beneficial   ownership  of  Units  of
     Partnership  Interest in TRG entitling the Person acquiring such beneficial
     ownership  to  appoint  a  majority  of  the  members  of  the  Partnership
     Committee,  if such  Person  was  not,  at the time of the  Initial  Public
     Offering,  a  Partner  of  TRG  (as  identified  in  the  Preamble  to  the
     Partnership Agreement); or

               (b) If, at such time as the Company  obtains the right to appoint
     a majority  of the  members of the  Partnership  Committee,  or at any time
     thereafter,  at least a  majority  of that  number of the  individuals  who
     constitute  the Board of Directors  are not, or cease for any reason to be,
     the same  individuals who  constituted  the Board of Directors  immediately
     after the  consummation  of the Initial  Public  Offering  (the  "Incumbent
     Board");  provided,  that any  individual  becoming  a  director  after the
     Initial  Public  Offering  whose election or nomination for election by the
     Company's shareholders was approved by a vote of at least a majority of the
     directors then  comprising the Incumbent  Board shall,  for the purposes of
     this clause (b), be considered as though such  individual  were a member of
     the Incumbent Board.

                                    Article 9
                   Compliance With Other Laws and Regulations

     9.1  Exemption  or  Qualification.  The Plan,  the grant  and  exercise  of
Incentive  Options under the Plan, and the obligation of TRG to sell and deliver
Units of Partnership  Interest under such Incentive  Options shall be subject to
all  applicable  federal  and state laws,  rules,  and  regulations  and to such
approvals by any government or regulatory  agency as may be required.  TRG shall
not be required to issue or deliver any Partnership  Interest  Certificates  for
Units of  Partnership  Interest  prior to such  time as there is an  appropriate
exemption available from the registration or qualification requirements for such
Units of  Partnership  Interest under any federal or state law, or any ruling or
regulation of any government body which TRG shall, in its discretion,  determine
to be  necessary  or  advisable.  Any  determination  by TRG and its  counsel in
connection  with any of the  matters  set  forth in this  Section  9.1  shall be
conclusive and binding on all Persons.


                                     - 14 -

<PAGE>



     9.2 Representation.  The Compensation Committee may require that any Person
who is granted an Incentive Option under the Plan represent and agree in writing
that if the Units of Partnership  Interest made subject to the Incentive  Option
are issuable under an exemption  from  registration  requirements,  the Units of
Partnership Interest will be "restricted" securities which may be resold only in
compliance  with the  applicable  securities  laws,  and  that  such  Person  is
acquiring the Units of Partnership Interest issued upon exercise of an Incentive
Option for investment and not with a view toward distribution.

                                   Article 10
                  Disposition of Units of Partnership Interest

     10.1 Limitations on Transfer.  An Optionee'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  lifetime of an  Optionee,  only the
Optionee personally (or the Optionee's personal representative) may exercise the
Optionee's  rights under the Plan.  An Optionee's  Beneficiary  may exercise the
Optionee's  rights to the extent they are  exercisable  under the Plan following
the death of the Optionee.  Notwithstanding  any other  provision of the Plan to
the contrary,  an Optionee's  rights and interests  under the Plan shall vest in
the Company upon the Optionee's exercise of the Incentive Option,  acceptance of
the Continuing  Offer, and payment of the Exercise Price as described in Section
7.17 hereof.

     10.2 Partnership Interest Certificates. Units of Partnership Interest shall
be represented by a certificate of TRG (a "Partnership  Interest  Certificate").
Each Partnership Interest Certificate 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 Amended and  Restated  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,  granting  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.

     In  addition,   Partnership  Interest  Certificates   evidencing  Units  of
Partnership  Interest  acquired  under  the  Plan  pursuant  to an  unregistered
transaction  shall  bear  the  following   restrictive  legend  and  such  other
restrictive  legends as are required or deemed advisable under the provisions of
any applicable law:


               The sale of the Unit(s) of  Partnership  Interest  represented by
               this certificate has not been registered under the


                                     - 15 -

<PAGE>



               Securities Act of 1933 (the "Act").  Any transfer of such Unit(s)
               of  Partnership  Interest will be invalid  unless a  registration
               statement under the Act is in effect as to such transfer,  or, in
               the opinion of counsel for the Partnership,  such registration is
               unnecessary in order for such transfer to comply with the Act.

Any  determination  by TRG and its counsel in connection with any of the matters
set forth in this Section 10.2 shall be conclusive and binding on all persons.

                                   Article 11
                               General Provisions

     11.1 No Right to  Continued  Employment.  No Employee  or any other  Person
shall have any claim or right to be granted an Incentive  Option under the Plan.
Neither the adoption and  maintenance  of the Plan nor the granting of Incentive
Options  pursuant  to the Plan  shall be  deemed to  constitute  a  contract  of
employment between the Manager or TRG or the Company and any Employee or to be a
condition of the  employment of any Person.  The Plan and any  Incentive  Option
granted under the Plan shall not confer upon any Optionee any right with respect
to  continued  employment  by the  Manager or a Manager  Entity,  nor shall they
interfere  in any way with the  right of the  Manager  or a  Manager  Entity  to
terminate the employment of any Optionee at any time,  and for any reason,  with
or without cause, it being acknowledged,  unless expressly provided otherwise in
writing, that the employment of any Optionee is "at will."

     11.2 Dealings with  Beneficiaries or  Representatives  of an Optionee.  The
Compensation  Committee may require such proper proof of death and such evidence
of the right of any Person  other than an  Optionee to  exercise  any  Incentive
Option granted under the Plan, as the Compensation  Committee deems necessary or
advisable. The Compensation Committee's determination of death or Disability and
of the right of any Person  other than an  Optionee  to  exercise  an  Incentive
Option shall be conclusive.  The Compensation Committee, in its discretion,  may
require from any Person, other than an Optionee, exercising any Incentive Option
under the Plan, such security and indemnity as the  Compensation  Committee,  in
its discretion,  deems necessary or advisable. The issuance of and acceptance of
any Units of Partnership  Interest  and/or of cash (pursuant to Section 7.14) or
the issuance  and  acceptance  of Common Stock  pursuant to Section 7.17 hereof,
shall constitute a complete  acquittance and discharge of full liability of TRG,
the  Manager,  each  Manager  Entity,  and the Company  under the Plan,  and the
Compensation  Committee shall be entitled to demand a receipt and/or acquittance
in full  satisfaction  of all claims  against  TRG,  the  Manager,  each Manager
Entity, and the Company.

     11.3 Application of Funds.  The proceeds  received by TRG from the exercise
of any Incentive  Option to acquire a Unit of Partnership  Interest in TRG shall
be used for general partnership purposes of TRG.

     11.4  Inspection of Records.  Copies of the Plan,  records  reflecting each
Optionee's  Incentive  Option(s),  and any other  documents  and records that an
Optionee  is  entitled  by law to  inspect  shall be open to  inspection  by the
Optionee and his duly authorized  representative(s)  at the office of TRG at any
reasonable business hour.


                                     - 16 -

<PAGE>



     11.5 Word Meanings.  The words such as "herein,"  "hereinafter,"  "hereof,"
and "hereunder" refer to this Plan as a whole and not merely to a subdivision in
which such words appear unless the context otherwise requires.

     11.6 Section Titles.  Section titles are for descriptive  purposes only and
shall not control or alter the meaning of the Plan as set forth in the text.

     11.7 Severability.  Whenever possible, each provision in the Plan and every
Incentive Option at any time granted under the Plan shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Incentive  Option at any time granted under the Plan shall be
held to be prohibited or invalid under  applicable law, then, (i) such provision
shall be deemed  amended  to  accomplish  the  objectives  of the  provision  as
originally  written to the fullest  extent  permitted by law, and (ii) all other
provisions  of the Plan and every  other  Incentive  Option at any time  granted
under the Plan shall remain in full force and effect.

     11.8  Compliance  with  Securities  Exchange  Act.  With respect to persons
subject to Section 16 of the  Securities  Exchange Act of 1934 (the "1934 Act"),
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the plan  administrators  fails to so comply,
it shall be deemed  null and void,  to the  extent  permitted  by law and deemed
advisable by the plan administrators.

     11.9 Strict  Construction.  No rule of strict construction shall be implied
against TRG, the Partnership Committee, the Compensation Committee, or any other
Person in the  interpretation  of any of the terms of the  Plan,  any  Incentive
Option  granted  under  the Plan or any  rule or  procedure  established  by the
Compensation Committee.

     11.10 Choice of Law. All determinations  made and actions taken pursuant to
the Plan shall be governed  by the  internal  laws of the State of Michigan  and
construed in accordance therewith.

     11.11  Execution.  To record  the  adoption  of the Plan,  as  amended  and
restated,  TRG has caused the execution  hereof  effective as of the 30th day of
September, 1997.


                                   THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP,
                                   a Delaware limited partnership



                                   By:   /s/ Lisa A. Payne
                                         ---------------------------------------

                                         Its: Authorized Signatory



                                     - 17 -