form10k08ex10an.htm


    SECOND
AMENDMENT TO MASTER SERVICES AGREEMENT

    


    THIS SECOND AMENDMENT TO MASTER
SERVICES AGREEMENT (“Amendment”), made and
entered into as of December 23, 2008, by and between THE TAUBMAN REALTY GROUP
LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is 200 East
Long Lake Road, Suite 300, Bloomfield Hills, Michigan  48304 (“Owner”), and THE
TAUBMAN COMPANY LLC, a Delaware limited liability company (successor by
conversion to The Taubman Company Limited Partnership, a Delaware limited
partnership), whose address is 200 East Long Lake Road, Suite 300, Bloomfield
Hills, Michigan  48304 (“Manager”), is based
upon the following:

     

           
A.           Owner and
Manager entered into a certain Master Services Agreement, dated November 30,
1992, as amended by that First Amendment to Master Services Agreement, dated
September 30, 1998 (as amended, the “Master Services
Agreement”), relating to the engagement of Manager, on a sole and
exclusive basis, to provide the services described in the Master Services
Agreement.

     

          B.           The
parties have agreed to amend the Master Services Agreement in the manner
provided herein. 

     

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

     
1.           Section 8.1
of the Master Services Agreement is hereby deleted and the following is
substituted in its place and stead.

     

            
“Section
8.1                                Compensation.

     

        (1)           As
Manager’s compensation for providing all of the Development Services,
Acquisition Services, and Administrative Services contemplated under this
Agreement, Owner shall pay to Manager each month a multiple of total
compensation expense (current and deferred, excluding only contributions to
currently funded pension plans qualified under Section 401(a) of the Internal
Revenue Code, paid time off, insurance, and other fringe benefits) of all
personnel employed by Manager who are performing any of the foregoing
services.  The multiple shall vary depending on the nature of the
services being performed, as is set forth on Schedule 8.1 hereto.

    


    (2)           As
Manager’s compensation for providing all of the Management Services contemplated
under this Agreement, Manager shall be compensated as set forth in separate
property management agreements between Manager and each Owning
Entity.  As used herein, “Manager’s
Compensation” shall mean and include all of Manager’s compensation
described in this subsection (2) and subsection (1) above.

    


    (3)           Manager
shall invoice Owner monthly and Owner shall pay such invoice within thirty (30)
days.

    


    (4)           Manager’s
estimate of Manager’s Compensation shall be set forth in the annual budget for
each Fiscal Year, and Manager’s Compensation shall not exceed such estimate
without Owner’s prior approval.”

    


    2.           
 Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to them in the Master Services Agreement.

     

                   
3.             As
modified and amended by this Amendment, the Master Services Agreement remains in
full force and effect and is hereby ratified and confirmed.

    The parties hereto have executed this
Amendment on the date first above written.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


                                        THE TAUBMAN REALTY
GROUP

                                        LIMITED PARTNERSHIP,
a Delaware

                                        limited
partnership

    


                                        By:           
/s/ Chris B.
Heaphy                                                      

                                        Chris B.
Heaphy

                                        Its:           Authorized
Signatory

     

    “Owner”

    


    


    


                                        THE TAUBMAN COMPANY
LLC, a

                                        Delaware limited
liability company

    


                                        By:            /s/ Steven
Eder

                                        Steven
Eder

    
      	
               
      

            	
              Its:

            	
              Senior
      Vice President, Capital Markets and
Treasurer

            


    

    


    “Manager”