form10k08ex10aq.htm


    FIRST
AMENDMENT

    TO

    THE
TAUBMAN COMPANY SUPPLEMENTAL RETIREMENT SAVINGS PLAN

    
      
        
 


    

    


    The
Taubman Company LLC (the “Company”, and formerly known as “The Taubman Company
Limited Partnership”) has adopted and maintains The Taubman Company Supplemental
Retirement Savings Plan, originally effective January 1, 1994 (the
“Plan”).

     

    Pursuant
to Article X of the Plan, the Company has the right to amend the Plan at any
time.

     

    The
Company desires to amend the Plan for compliance with Section 409A of the
Internal Revenue Code of 1986, as amended.

     

    Accordingly,
the Plan is amended, effective immediately, in the following
respects:

     

    1. The term
“Supplemental Employer Contribution” is replaced with the term “Employer Fixed
Contribution” wherever it appears in the Plan, so as to reflect the current
Employer contribution nomenclature made under the 401(k) Plan as amended and
restated effective as of January 1, 2007.

     

    2. Article
II of the Plan is amended by the addition of a new Section 2.13 at the end
thereof, reading as follows:

     

    “2.13                      ‘Termination of employment’ and
similar terms means a ‘separation from service’ as that term is defined under
Code Section 409A and the regulations promulgated thereunder.”

     

    3. Section
4.2 of the Plan is amended by the addition of the following sentence at the end
thereof, reading as follows:

     

    “Any change in the amount of Employer
Matching Contributions to be made by the Company for the benefit of an Employee
for a Plan Year under the preceding formula that is caused by any action or
inaction by the Employee shall be limited as provided under Treasury Regulations
Section 1.409A-2(a)(9).”

     

    4. Article
VI of the Plan is amended to read as follows:

     

    “All vested amounts credited to an
Employee’s Account shall be paid to the Employee by the Company in cash in a
single lump sum within 30 days of the Employee’s termination of
employment.  If the Employee dies before full payment of the amount in
his Account has been made, any remaining amount shall be paid in the same manner
as in the preceding sentence to the Employee’s Beneficiary.  No
amounts credited to an Employee’s Account shall be paid at any other time or in
any other form.

     

    Notwithstanding any other provision of
the Plan to the contrary, if payment is made on account of the Employee’s
termination of employment, and the Employee is a ‘specified employee’ as
determined under the default rules under Code Section 409A on such date, then
the payment will be made on the date that is the six-month anniversary of the
date of the Employee’s termination of employment, or, if earlier, the date of
the Employee’s death.”

     

    5. Article X
of the Plan is amended by the addition of the following sentence at the end
thereof, reading as follows:

     

    “Notwithstanding the preceding
provisions of this Article X, upon Plan termination, each Employee’s vested
Account shall be paid in cash in a single lump sum under the circumstances
permitted in Treasury Regulations Section 1.409A-3(j)(4)(ix), pertaining to plan
terminations and liquidations,  including but not limited to the
requirement that the Company and its controlled group member affiliate companies
not establish another account-based deferred compensation plan covering the
Employees at any time during the succeeding three calendar years.”

     

    The
Taubman Company LLC has caused this First Amendment to The Taubman Company
Supplemental Retirement Savings Plan to be executed by its duly authorized
representative this 12th day of
December, 2008.

     

    
 

     

    
      	 
      	
              THE
      TAUBMAN COMPANY LLC

               

               

              By: /s/ Chris B.
      Heaphy                                   
      

               

              Printed
      Name: Chris B. Heaphy

               

              Title: Senior
      Vice President, General Counseland Secretary

               

              Date:
      December 12, 2008