form10k08ex10ap.htm


    
      
         

        
          	 For use with
      Plan participants who do not elect to use the 401A transition
    rule.


        

         

      

       

       

    

    


    FORM
OF TAUBMAN CENTERS, INC. NON-EMPLOYEE

    DIRECTORS’
DEFERRED COMPENSATION PLAN

    AMENDMENT
AGREEMENT

    


     

    
      	Participant
      Name:	 	  (the
      “Participant”)


    

     

     

                                                                                

    Pursuant
to Section 4.1 of the Taubman Centers, Inc. Non-Employee Directors’ Deferred
Compensation Plan (the “Plan”), Taubman Centers, Inc. (the “Company”) and the
Participant amend the Plan as follows for compliance with Section 409A of the
Internal Revenue Code of 1986, amended (“Code Section 409A”).  This
Amendment Agreement (the “Amendment” amends the Plan, as it applies to the
Participant and the Company, is effective immediately.

     

    1. Section
1.6 of the Plan is amended to read as follows:

     

    “1.6                      ‘Change of Control’ means
either:

     

    (a)           a
majority of the Board of Directors is replaced during a 12-month period by
directors whose appointment or election was not approved by a vote of at least a
majority of the directors comprising the Board of Directors on the date
immediately preceding the removal or election; or

     

    (b)           the
acquisition by any person or more than one person acting as a group other than
A. Alfred Taubman or any of his immediate family members or lineal descendents,
any heir of the foregoing, any trust for the benefit of any of the foregoing,
any private charitable foundation, or any partnership, limited liability
company, or corporation owned or controlled by some or all of the foregoing, of
ownership of more than 50% of the total fair market value or total voting power
of the outstanding voting capital stock of the Company.”

     

    2. Article I
of the Plan is amended by the addition of a new Section 1.14 at the end thereof,
reading as follows:

     

    “1.14                      ‘Termination’ or ‘termination’ means, as regards
a Director’s termination of service on the Board of Directors, a ‘separation
from service’ as that term is defined under Section 409A of the Internal Revenue
Code of 1986, as amended, and the rules at Treasury Regulations Section
1.409A-1(h).”

     

    3. Section
3.4 of the Plan is amended to read as follows:

     

    “3.4  Vesting and Payment of
Accounts.  Each Account shall be 100% veseted at all times, and
shall be Paid to the Director within 30 days following the termination of the
Director’s service on the Board of Directors.”

     

    4. Section
4.2 of the Plan is amended to read as follows:

     

    “4.2  Change of Control
Event.  On the occurrence of a Change of Control Event, the
Plan shall terminate immediately, without any further action on the part of the
Committee, and each Director shall be Paid his Account within 30 days following
the date of the Change of Control Event.”

     

    5. The
capitalized terms used in this Amendment that are not otherwise defined in this
Amendment are defined under the Plan document.

     

    By their
signatures below, the Participant and the Company agree to and accept the terms
of this Agreement.

     

     

     

    
    

     

    
      	 SIGNED:	 	 	  TAUBMAN CENTERS, INC.
      
	 	 	  

              By:

            	 
	 Director (Plan
      Participant)	 	
              Printed Name:

            	 
	 Printed
      Name	 	
               Title: 

            	 
	Date	 	
              Date::