form10k08ex10o.htm


    AMENDED
AND RESTATED

    CHANGE
OF CONTROL EMPLOYMENT AGREEMENT

    


    Taubman
Centers, Inc., a Michigan corporation (together
with its successors, “Taubman”), The Taubman Realty
Group Limited Partnership, a Delaware limited partnership (together with its
successors, “TRG”) and
Lisa A. Payne (“Executive”) previously entered
into a Change of Control Employment Agreement on July 17, 2006 (the “Original
Agreement”).  Taubman, TRG and the Executive now amend and
restate the Original Agreement in this document, effective December 18, 2008, to
comply with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder (“Code Section
409A”).  The amendment and restatement of the Original
Agreement as set forth in this document is the “Agreement.”  This
Agreement replaces and supersedes any prior change of control agreement between
Taubman and the Executive.

     

    WHEREAS,
the Board of Directors of Taubman (“Board”), has determined that
it is in the best interests of Taubman and its stockholders to assure that the
Company (as defined below) will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined herein).  The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
the Executive’s full attention and dedication to the current Company in the
event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
that ensure that the Executive’s compensation and benefits expectations will be
satisfied and such compensation and benefits are competitive with those of other
corporations.  Therefore, in order to accomplish these objectives, the
Board has caused Taubman to enter into this Agreement.

     

    NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     

    Section
1.                                Certain
Definitions.

     

    
      	
              (a)  

            	
              “Affiliated Company”
      means any company controlled by, controlling or under common control with
      Taubman.

            


    

     

    
      	
              (b)  

            	
              “Change of Control” means
      the first to occur of any of the following
  events:

            


    

     

    
      	
              (1)  

            	
              The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (“Exchange
      Act”)) other than an Existing Shareholder (“Person”) of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of 33% or more of either (A) the then-outstanding shares of common
      stock of Taubman (“Outstanding Taubman Common
      Stock”) or (B) the combined voting power of the then-outstanding
      voting securities of Taubman entitled to vote generally in the election of
      directors (“Outstanding
      Taubman Voting Securities”); provided, however, that, for purposes
      of this Section 1(b), the following acquisitions will not constitute a
      Change of Control:  (i) any acquisition directly from
      Taubman; (ii) any acquisition by Taubman; (iii) any acquisition
      by any employee benefit plan (or related trust) sponsored or maintained by
      Taubman or any Affiliated Company or (iv) any acquisition by any
      corporation pursuant to a transaction that complies with
      Sections 1(b)(3)(A), 1(b)(3)(B) and 1(b)(3)(C) of this
      Agreement.

            


    

     

    
      	
              (2)  

            	
              Any
      time at which individuals who, as of the date hereof, constitute the Board
      (“Incumbent
      Board”) cease for any reason to constitute at least a majority of
      the Board; provided, however, that any individual becoming a director
      subsequent to the date hereof whose election, or nomination for election
      by Taubman’s stockholders, was approved by a vote of at least a majority
      of the directors then comprising the Incumbent Board will be considered as
      though such individual were a member of the Incumbent Board, but
      excluding, for this purpose, any such individual whose initial assumption
      of office occurs as a result of an actual or threatened election contest
      with respect to the election or removal of directors or other actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other than the Board.

            


    

     

    
      	
              (3)  

            	
              Consummation
      of a reorganization, merger, statutory share exchange or consolidation or
      similar corporate transaction involving Taubman or any of its
      subsidiaries, a sale or other disposition of all or substantially all of
      the assets of Taubman, or the acquisition of assets or stock of another
      entity by Taubman or any of its subsidiaries (each, “Business Combination”),
      in each case unless, following such Business Combination, (A) all or
      substantially all of the individuals and entities that were the beneficial
      owners of the Outstanding Taubman Common Stock and the Outstanding Taubman
      Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 50% of the
      then-outstanding shares of common stock and the combined voting power of
      the then-outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting
      from such Business Combination (including, without limitation, a
      corporation that, as a result of such transaction, owns Taubman or all or
      substantially all of Taubman’s assets either directly or through one or
      more subsidiaries) in substantially the same proportions as their
      ownership immediately prior to such Business Combination of the
      Outstanding Taubman Common Stock and the Outstanding Taubman Voting
      Securities, as the case may be, (B) no Person (excluding any corporation
      resulting from such Business Combination or any employee benefit plan (or
      related trust) of Taubman or such corporation resulting from such Business
      Combination) beneficially owns, directly or indirectly, 33% or more of,
      respectively, the then-outstanding shares of common stock of the
      corporation resulting from such Business Combination or the combined
      voting power of the then-outstanding voting securities of such
      corporation, except to the extent that such ownership existed prior to the
      Business Combination, and (C) at least a majority of the members of the
      board of directors of the corporation resulting from such Business
      Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement or of the action of the Board providing
      for such Business Combination.

            


    

     

    
      	
              (4)  

            	
              Approval
      by the stockholders of Taubman of a
      complete liquidation or dissolution of
Taubman.

            


    

     

    
      	
              (5)  

            	
              Termination,
      non-renewal, material amendment or material modification of the Master
      Services Agreement between TRG and The Taubman Company LLC dated as of
      November 30, 1992, as amended through the date hereof or the
      Corporate Services Agreement between the Taubman and the Taubman Company
      LLC dated as of November 30, 1992, as amended through the date
      hereof, other than any such termination, non-renewal, amendment or
      modification which has been previously approved by a majority of the
      Independent Directors (as defined in Taubman’s Restated Articles of
      Incorporation) serving on the Incumbent
Board.

            


    

     

    
      	
              (c)  

            	
              “Company” means Taubman
      and the Affiliated Companies.

            


    

     

    
      	
              (d)  

            	
              “Coverage Period” means
      the period commencing on the date this Agreement is executed and ending on
      the third anniversary of that date; provided, however, that, commencing on
      the date one year after the date this Agreement is executed, and on each
      annual anniversary of that date (such date and each annual anniversary
      thereof, “Renewal
      Date”), unless previously terminated, the Coverage Period will be
      automatically extended so as to terminate three years from such Renewal
      Date, unless, at least 60 days prior to the Renewal Date, Taubman gives
      notice to the Executive that the Coverage Period will not be so
      extended.

            


    

     

    
      	
              (e)  

            	
              “Existing Shareholder”
      means A. Alfred Taubman or any of his issue or any of his or their
      respective descendants, heirs, beneficiaries or donees or any trust,
      corporation, partnership, limited liability company or other entity if
      substantially all of the economic interests in such entity are held by or
      for the benefit of such persons.

            


    

     

    
      	
              (f)  

            	
              “Qualification Date”
      means the first date during the Coverage Period on which a Change of
      Control occurs.  Notwithstanding anything in this Agreement to
      the contrary, if a Change of Control occurs and if the Executive’s
      employment with the Company is terminated prior to the date on which the
      Change of Control occurs, and if it is reasonably demonstrated by the
      Executive that such termination of employment (1) was at the request of a
      third party that has taken steps reasonably calculated to effect a Change
      of Control, or (2) otherwise arose in connection with or in anticipation
      of a Change of Control, then “Qualification Date” means the date
      immediately prior to the date of such termination of
      employment.

            


    

     

    
      	
              (g)  

            	
              “Termination of
      employment”, and similar terms used in this Agreement that denote a
      termination of employment, means a “separation from service” as defined
      under Treasury Regulations Section
1.409A-1(h).

            


    

     

    Section
2.                                Employment
Period.  Taubman hereby
agrees to continue, or cause one of the Affiliated Companies to continue, the
Executive in its employ, subject to the terms and conditions of this Agreement,
for the period commencing on the Qualification Date and ending on the third
anniversary of the Qualification Date (“Employment
Period”).  The Employment Period will terminate upon the
Executive’s termination of employment for any reason.

     


    
      
        
          
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    Section
3.                                Terms of
Employment.

     

    
      	
              (a)  

            	
              Position
      and Duties

            


    

     

    
      	
              (1)  

            	
              During
      the Employment Period, (A) the Executive’s position (including status,
      offices, titles and reporting requirements), authority, duties and
      responsibilities will be at least commensurate in all material respects
      with the most significant of those held, exercised and assigned at any
      time during the 120-day period immediately preceding the Qualification
      Date and (B) the Executive’s services will be performed at the office
      where the Executive was employed immediately preceding the Qualification
      Date or at any other location less than 35 miles from such
      office.

            


    

     

    
      	
              (2)  

            	
              During
      the Employment Period, and excluding any periods of vacation and sick
      leave to which the Executive is entitled, the Executive agrees to devote
      reasonable attention and time during normal business hours to the business
      and affairs of the Company and, to the extent necessary to discharge the
      responsibilities assigned to the Executive hereunder, to use the
      Executive’s reasonable best efforts to perform faithfully and efficiently
      such responsibilities.  During the Employment Period, it will
      not be a violation of this Agreement for the Executive to (A) serve
      on corporate, civic or charitable boards or committees, (B) deliver
      lectures, fulfill speaking engagements or teach at educational
      institutions or (C) manage personal investments, so long as such
      activities do not significantly interfere with the performance of the
      Executive’s responsibilities as an employee of the Company in accordance
      with this Agreement.  It is expressly understood and agreed
      that, to the extent that any such activities have been conducted by the
      Executive prior to the Qualification Date, the continued conduct of such
      activities (or the conduct of activities similar in nature and scope
      thereto) subsequent to the Qualification Date will not thereafter be
      deemed to interfere with the performance of the Executive’s
      responsibilities to the Company.

            


    

     

    
      	
              (b)  

            	
              Compensation
      and Benefits

            


    

     

    
      	
              (1)  

            	
              Base Salary.
       During the
      Employment Period, the Executive will receive an annual base salary
      (“Annual Base
      Salary”) at an annual rate at least equal to 12 times the highest
      monthly base salary paid or payable, including any base salary that has
      been earned but deferred, to the Executive by the Company in respect of
      the 12-month period immediately preceding the month in which the
      Qualification Date occurs.  The Annual Base Salary will be paid
      at such intervals as the Company pays executive salaries
      generally.  During the Employment Period, the Annual Base Salary
      will be reviewed for increase, but not decrease, at least annually,
      beginning no more than 12 months after the last salary increase awarded to
      the Executive prior to the Qualification Date.  Any increase in
      the Annual Base Salary will not serve to limit or reduce any other
      obligation to the Executive under this Agreement.  The Annual
      Base Salary will not be reduced after any such increase and the term
      “Annual Base Salary” will refer to the Annual Base Salary as so
      increased.

            


    

     

    
      	
              (2)  

            	
              Annual
      Bonus.  In addition
      to the Annual Base Salary, the Executive will be awarded, for each fiscal
      year ending during the Employment Period, an annual bonus (“Annual Bonus”) in cash
      at least equal to the Executive’s highest bonus earned under the Company’s
      Annual Incentive Plans, or any comparable bonus under any predecessor or
      successor plan, for the last three full fiscal years prior to the
      Qualification Date (or for such lesser number of full fiscal years prior
      to the Qualification Date for which the Executive was eligible to earn
      such a bonus, and annualized in the case of any bonus earned for a partial
      fiscal year) (“Recent
      Annual Bonus”).  (If the Executive has not been eligible
      to earn such a bonus for any period prior to the Qualification Date,
      “Recent Annual Bonus” means the Executive’s target annual bonus for the
      year in which the Qualification Date occurs.)  Each such Annual
      Bonus will be paid in a lump sum in cash between the first day of the
      first month of the fiscal year next following the fiscal year for which
      the Annual Bonus is awarded and the last day of the third month of the
      fiscal year next following the fiscal year for which the Annual Bonus is
      awarded, unless the Executive elects to defer the receipt of such Annual
      Bonus pursuant to the terms of an applicable nonqualified deferred
      compensation plan in which the Executive is currently a participant or in
      which the Executive in future becomes a
  participant.

            


    

     

    
      	
              (3)  

            	
              Incentive,
      Savings and Retirement Plans.  During the
      Employment Period, the Executive will be entitled to participate in all
      cash incentive, equity incentive, savings and retirement plans, practices,
      policies, and programs applicable generally to other peer executives of
      the Company, but in no event will such plans, practices, policies and
      programs provide the Executive with incentive (but not savings or
      retirement) opportunities (measured with respect to both regular and
      special incentive opportunities, to the extent, if any, that such
      distinction is applicable), less favorable, in the aggregate, than the
      most favorable of those provided by the Company for the Executive under
      such plans, practices, policies and programs as in effect at any time
      during the 120-day period immediately preceding the Qualification
      Date.  Notwithstanding any provision in any plan or award
      agreement to the contrary, effective as of the Qualification Date, each
      and every stock option, restricted stock award, restricted stock unit
      award and other equity-based award held by the Executive that is
      outstanding as of the Change of Control, and that is not considered to be
      a deferral of compensation subject to Code Section 409A, will
      immediately vest and, if applicable, become exercisable; any stock option,
      restricted stock award, restricted stock unit award and other equity-based
      award held by the Executive that is outstanding as of the Change of
      Control, and that is considered to be a deferral of compensation subject
      to Code Section 409A, will vest and, if applicable, become
      exercisable or payable only as provided in its governing plan document or
      award and shall not be subject to the terms of this
  Plan.

            


    

     

    
      	
              (4)  

            	
              Welfare
      Benefit Plans.  During the
      Employment Period, the Executive and/or the Executive’s family, as the
      case may be, will be eligible for participation in and will receive all
      benefits under welfare benefit plans, practices, policies and programs
      provided by the Company (including, without limitation, medical,
      prescription, dental, disability, employee life, group life, accidental
      death and travel accident insurance plans and programs) to the extent
      applicable generally to other peer executives of the
    Company.

            


    

     

    
      	
              (5)  

            	
              Expenses.  During the
      Employment Period, the Executive will be entitled to receive prompt
      reimbursement for all reasonable expenses incurred by the Executive in
      accordance with the most favorable policies, practices and procedures of
      the Company in effect for the Executive at any time during the 120-day
      period immediately preceding the Qualification Date or, if more favorable
      to the Executive, as in effect generally at any time thereafter with
      respect to other peer executives of the Company; provided, however, that
      any expense reimbursement under this Section 3(b)(5) will be made no later
      than before the end of the calendar year following the calendar year in
      which an expense was incurred, will not affect the expenses eligible for
      reimbursement in any other calendar year, and cannot be liquidated or
      exchanged for any other benefit.

            


    

     

    
      	
              (6)  

            	
              Fringe
      Benefits.  During the
      Employment Period, the Executive will be entitled to fringe benefits,
      including, without limitation, tax and financial planning services,
      payment of club dues, and, if applicable, use of an automobile and payment
      of related expenses, in accordance with the most favorable plans,
      practices, programs and policies of the Company in effect for the
      Executive at any time during the 120-day period immediately preceding the
      Qualification Date or, if more favorable to the Executive, as in effect
      generally at any time thereafter with respect to other peer executives of
      the Company; provided, however, that any payment or other reimbursement
      under this Section 3(b)(6) will be made no later than before the end of
      the calendar year following the calendar year in which an expense was
      incurred, will not affect the expenses eligible for reimbursement in any
      other calendar year, and cannot be liquidated or exchanged for any other
      benefit.

            


    

     

    
      	
              (7)  

            	
              Office
      and Support Staff.  During the
      Employment Period, the Executive will be entitled to an office or offices
      of a size and with furnishings and other appointments, and to exclusive
      personal secretarial and other assistance, at least equal to the most
      favorable of the foregoing provided to the Executive by the Company at any
      time during the 120-day period immediately preceding the Qualification
      Date or, if more favorable to the Executive, as provided generally at any
      time thereafter with respect to other peer executives of the
      Company.

            


    

     

    
      	
              (8)  

            	
              Vacation.  During the
      Employment Period, the Executive will be entitled to paid vacation in
      accordance with the most favorable plans, policies, programs and practices
      of the Company as in effect for the Executive at any time during the
      120-day period immediately preceding the Qualification Date or, if more
      favorable to the Executive, as in effect generally at any time thereafter
      with respect to other peer executives of the
  Company.

            


    

     


    
      
        
          
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    Section
4.                                Termination of
Employment.

     

    
      	
              (a)  

            	
              Death or
      Disability.  The Executive’s employment will terminate
      automatically if the Executive dies during the Employment
      Period.  If Taubman determines in good faith that a Disability
      (as defined herein) of the Executive has occurred during the Employment
      Period (pursuant to the definition of Disability), it may give to the
      Executive written notice in accordance with Section 11(b) of its intention
      to terminate the Executive’s employment.  In such event, the
      Executive’s employment with the Company will terminate effective on the
      30th day after receipt of such notice by the Executive (“Disability Effective
      Date”), provided that, within the
      30 days after such receipt, the Executive has not returned to full-time
      performance of the Executive’s duties.  “Disability” means the
      absence of the Executive from the Executive’s duties with the Company on a
      full-time basis for 180 consecutive business days as a result of
      incapacity due to mental or physical illness that is determined to be
      total and permanent by a physician selected by the Company or its insurers
      and acceptable to the Executive or the Executive’s legal
      representative.

            


    

     

    
      	
              (b)  

            	
              Cause.  The
      Company may terminate the Executive’s employment during the Employment
      Period with or without Cause.  “Cause”
      means:

            


    

     

    
      	
              (1)  

            	
              the
      willful and continued failure of the Executive to perform substantially
      the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with
      the Company (other than any such failure resulting from incapacity due to
      physical or mental illness or following the Executive’s delivery of a
      Notice of Termination for Good Reason), after a written demand for
      substantial performance is delivered to the Executive by the Board or the
      Chief Executive Officer of Taubman that specifically identifies the manner
      in which the Board or the Chief Executive Officer of Taubman believes that
      the Executive has not substantially performed the Executive’s duties;
      or

            


    

     

    
      	
              (2)  

            	
              the
      willful engaging by the Executive in illegal conduct, or gross misconduct,
      that is materially and demonstrably injurious to the
    Company.

            


    

     

    For
purposes of this Section 4(b), no act, or failure to act, on the part of the
Executive will be considered “willful” unless it is done, or omitted to be done,
by the Executive in bad faith or without reasonable belief that the Executive’s
action or omission was in the best interests of the Company.  Any act,
or failure to act, based on authority given pursuant to a resolution duly
adopted by the Board or on the instructions of the Chief Executive Officer of
Taubman or a senior officer of Taubman or based on the advice of counsel for the
Company will be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.  The
cessation of employment of the Executive will not be deemed to be for Cause
unless and until there have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board (excluding the Executive, if the Executive
is a member of the Board) at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel for the Executive, to be heard
before the Board), finding that, in the good faith opinion of the Board, the
Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and
specifying the particulars thereof in detail.

     

    
      	
              (c)  

            	
              Good
      Reason.  The Executive’s employment may be terminated by
      the Executive for Good Reason or by the Executive voluntarily without Good
      Reason.  “Good
      Reason” means:

            


    

     

    
      	
              (1)  

            	
              the
      assignment to the Executive of any duties inconsistent in any respect with
      the Executive’s position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as contemplated by
      Section 3(a), or any other diminution in such position, authority,
      duties or responsibilities (whether or not occurring solely as a result of
      Taubman’s ceasing to be a publicly-traded entity), excluding for this
      purpose an isolated, insubstantial and inadvertent action not taken in bad
      faith and that is remedied by the Company promptly after receipt of notice
      thereof given by the Executive;

            


    

     

    
      	
              (2)  

            	
              any
      failure by the Company to comply with any of the provisions of Section
      3(b), other than an isolated, insubstantial and inadvertent failure not
      occurring in bad faith and that is remedied by the Company promptly after
      receipt of notice thereof given by the
  Executive;

            


    

     

    
      	
              (3)  

            	
              the
      Company’s requiring the Executive (A) to be based at any office or
      location other than as provided in Section 3(a)(1)(B), (B) to be
      based at a location other than the principal executive offices of the
      Company if the Executive was employed at such location immediately
      preceding the Qualification Date, or (C) to travel on Company
      business to a substantially greater extent than required immediately prior
      to the Qualification Date; or

            


    

     

    
      	
              (4)  

            	
              any
      failure by Taubman to comply with and satisfy Section
    10(c).

            


    

     

    For
purposes of this Section 4(c), any good faith determination of Good Reason made
by the Executive will be conclusive.  Anything in this Agreement to
the contrary notwithstanding, a termination by the Executive for any reason
pursuant to a Notice of Termination given during the 90-day period immediately
following the Qualification Date (“Window Period Termination”)
will be deemed to be a termination for Good Reason for all purposes of this
Agreement.  The Executive’s mental or physical incapacity following
the occurrence of an event described above in clauses (1) through (5) will not
affect the Executive’s ability to terminate employment for Good
Reason.

     

    
      	
              (d)  

            	
              Notice of
      Termination.  Any termination by the Company for Cause,
      or by the Executive for Good Reason, will be communicated by Notice of
      Termination to the other party hereto given in accordance with Section
      11(b).  “Notice
      of Termination” means a written notice that (1) indicates the
      specific termination provision in this Agreement relied upon, (2) to the
      extent applicable, sets forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the
      Executive’s employment under the provision so indicated, and (3) if the
      Date of Termination (as defined herein) is other than the date of receipt
      of such notice, specifies the Date of Termination (which Date of
      Termination will be not more than 30 days after the giving of such
      notice).  The failure by Taubman or the Executive to set forth
      in the Notice of Termination any fact or circumstance that contributes to
      a showing of Cause or Good Reason will not waive any right of Taubman or
      the Executive, respectively, hereunder or preclude Taubman or the
      Executive, respectively, from asserting such fact or circumstance in
      enforcing Taubman’s or the Executive’s respective rights
      hereunder.

            


    

     

    
      	
              (e)  

            	
              Date of
      Termination.  “Date of Termination”
      means:  (1) if the Executive’s employment is terminated by
      the Company for Cause, or by the Executive for Good Reason, the date of
      receipt of the Notice of Termination or any later date specified in the
      Notice of Termination (which date may not be more than 30 days after the
      giving of such notice), as the case may be; (2) if the Executive’s
      employment is terminated by Taubman other than for Cause or Disability,
      the date on which the Company notifies the Executive of such termination;
      (3) if the Executive resigns without Good Reason, the date on which
      the Executive notifies the Company of such termination; or (4) if the
      Executive’s employment is terminated by reason of death or Disability, the
      date of death of the Executive or the Disability Effective Date, as the
      case may be.

            


    

     

    Section
5.                                Obligations of the Company
Upon Termination.

     

    
      	
              (a)  

            	
              Good Reason or Other Than for
      Cause, Death, or Disability.  If, during the Employment
      Period, the Company terminates the Executive’s employment other than for
      Cause, death or Disability or the Executive terminates employment for Good
      Reason:

            


    

     

    
      	
              (1)  

            	
              Taubman
      will pay, or will cause one of the Affiliated Companies to pay, to the
      Executive, in a lump sum in cash within 30 days after the Date of
      Termination, the aggregate of the following
  amounts:

            


    

     

    
      	
              A.  

            	
              The
      sum of:  (i) the Executive’s Annual Base Salary through the
      Date of Termination to the extent not theretofore paid; (ii) the
      Executive’s business expenses that are reimbursable pursuant to
      Section 3(b)(5) but have not been reimbursed by the Company as of the
      Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal
      year immediately preceding the fiscal year in which the Date of
      Termination occurs if such bonus has not been paid as of the Date of
      Termination; (iv) the product of (A) the higher of (I) the Recent Annual
      Bonus and (II) the Annual Bonus paid or payable, including any bonus or
      portion thereof that has been earned but deferred (and annualized for any
      fiscal year consisting of less than 12 full months or during which the
      Executive was employed for less than 12 full months), for the most
      recently completed fiscal year during the Employment Period, if any (such
      higher amount, the “Highest Annual Bonus”)
      and (B) a fraction, the numerator of which is the number of days in the
      current fiscal year through the Date of Termination and the denominator of
      which is 365; (v) any compensation previously deferred by the Executive
      (together with any accrued interest or earnings thereon) and that is not
      considered to be deferred compensation subject to Code Section 409A;
      (vi) and any accrued vacation pay, in each case, to the extent not
      theretofore paid (the sum of the amounts described in clauses (i), (ii),
      (iii), (iv), (v) and (vi), “Accrued Obligations”);
      and

            


    

     

    
      	
              B.  

            	
              In
      the case of a Window Period Termination, the amount equal to the product
      of (i) two and (ii) the sum of (A) the Executive’s Annual
      Base Salary and (B) the Executive’s target bonus under the Senior
      Short Term Incentive Plan or any successor plan for the year in which the
      Date of Termination occurs, or, in any case other than a Window Period
      Termination, the amount equal to the product of (i) two and one-half
      (2.5) and
      (ii) the sum of (A) the Executive’s Annual Base Salary and (B) the
      Highest Annual Bonus.

            


    

     

    
      	
              (2)  

            	
              Other
      than in the event of a Window Period Termination, for 30 months after the
      Executive’s Date of Termination, or such longer period as may be provided
      by the terms of the appropriate plan, program, practice or policy, the
      Company will continue medical and other welfare benefits to the Executive
      and/or the Executive’s family as in effect generally at any time
      thereafter with respect to other peer executives of the Company and their
      families; provided, however, that, if the Executive becomes reemployed
      with another employer and is eligible to receive comparable benefits under
      another employer-provided plan, the medical and other welfare benefits
      described herein will terminate.  For purposes of determining
      eligibility (but not the time of commencement of benefits) of the
      Executive for retiree benefits pursuant to such plans, practices, programs
      and policies, the Executive will be considered to have remained employed
      until three years after the Date of Termination and to have retired on the
      last day of such period.  Any Company cost for any medical or
      other welfare benefits provided under the preceding sentences of this
      Section 5(a)(2) will be paid on a monthly basis, and the Executive will
      pay any employee or retiree share of the cost of any such benefits on a
      monthly basis.  Any medical or other welfare benefit provided
      for under the preceding sentences of this Section 5(a)(2) that provides
      for a deferral of compensation subject to Code Section 409A because it
      does not meet the exemption requirements under Treasury Regulations
      Section 1.409A-1(b)(9)(v)(B) or (D), will be made or reimbursed on or
      before the end of the calendar year following the calendar year in which
      an expense was incurred, will not affect the expenses eligible for
      reimbursement in any other calendar year, and cannot be liquidated or
      exchanged for any other benefit.

            


    

     

    
      	
              (3)  

            	
              Other
      than in the event of a Window Period Termination, Taubman will provide, or
      cause one of the Affiliated Companies to provide, the Executive with
      outplacement benefits through the services of an independent outplacement
      consulting firm selected by Taubman, at prevailing rates, during the
      12-month period following the Date of
  Termination.

            


    

     

    
      	
              (4)  

            	
              To
      the extent not theretofore paid or provided, Taubman will timely pay or
      provide, or cause one of the Affiliated Companies to timely pay or
      provide, to the Executive any Other Benefits (as defined in
      Section 6).

            


    

     

    
      	
              (b)  

            	
              Death.  If the
      Executive’s employment is terminated by reason of the Executive’s death
      during the Employment Period, Taubman will provide, or cause one of the
      Affiliated Companies to provide, to the Executive’s beneficiary provided
      to Taubman in writing (“Beneficiary”) or, in the
      event the Executive has no living Beneficiary or has not identified a
      Beneficiary, the Executive’s estate, the Accrued Obligations and the
      timely payment or delivery of the Other Benefits, and will have no other
      severance obligations under this Agreement.  The Accrued
      Obligations will be paid to the Executive’s Beneficiary or estate, as
      applicable, in a lump sum in cash within 30 days of the Date of
      Termination.  With respect to the provision of the Other
      Benefits, the term “Other
      Benefits” as utilized in this Section 5(b) includes, without
      limitation, and the Executive’s estate and/or beneficiaries will be
      entitled to receive, benefits at least equal to the most favorable
      benefits provided by the Company to the estates and beneficiaries of peer
      executives of the Company under such plans, programs, practices and
      policies relating to death benefits, if any, as in effect with respect to
      other peer executives and their beneficiaries at any time during the
      120-day period immediately preceding the Qualification Date or, if more
      favorable to the Executive’s estate and/or the Executive’s beneficiaries,
      as in effect on the date of the Executive’s death with respect to other
      peer executives of the Company and their beneficiaries; provided, however,
      that the additional Other Benefits specified in the preceding clauses of
      this sentence will not include any benefits that are considered to be
      deferred compensation subject to Code Section
  409A.

            


    

     

    
      	
              (c)  

            	
              Disability.  If
      the Executive’s employment is terminated by the Company by reason of the
      Executive’s Disability during the Employment Period, Taubman will provide,
      or cause one of the Affiliated Companies to provide, the Executive with
      the Accrued Obligations and the timely payment or delivery of the Other
      Benefits, and will have no other severance obligations under this
      Agreement.  The Accrued Obligations will be paid to the
      Executive in a lump sum in cash within 30 days of the Date of
      Termination.  With respect to the provision of the Other
      Benefits, the term “Other
      Benefits” as utilized in this Section 5(c) includes, and the
      Executive will be entitled after the Disability Effective Date to receive,
      disability and other benefits at least equal to the most favorable of
      those generally provided by the Company to disabled executives and/or
      their families in accordance with such plans, programs, practices and
      policies relating to disability, if any, as in effect generally with
      respect to other peer executives and their families at any time during the
      120-day period immediately preceding the Qualification Date or, if more
      favorable to the Executive and/or the Executive’s family, as in effect at
      any time thereafter generally with respect to other peer executives of the
      Company and their families; provided, however, that the additional Other
      Benefits specified in the preceding clauses of this sentence will not
      include any benefits that are considered to be deferred compensation
      subject to Code Section 409A.

            


    

     

    
      	
              (d)  

            	
              Cause or Other Than For Good
      Reason.  If the Executive’s employment is terminated by
      the Company for Cause during the Employment Period, Taubman will provide
      to the Executive, or cause one of the Affiliated Companies to provide to
      Executive, in a lump sum in cash within 30 days of the Date of
      Termination:  (1) the Executive’s Annual Base Salary
      through the Date of Termination; (2) the amount of any compensation
      previously deferred by the Executive and that is not considered to be
      deferred compensation subject to Code Section 409A; (3) any
      accrued vacation pay; (4) the Executive’s business expenses that are
      reimbursable pursuant to Section 3(b)(5) but have not been reimbursed
      by the Company as of the Date of Termination; and (5) the Other
      Benefits, in each case, to the extent theretofore unpaid, and will have no
      other severance obligations under this Agreement.  If the
      Executive voluntarily terminates employment during the Employment Period,
      excluding a termination for Good Reason, Taubman will provide to the
      Executive, or cause one of the Affiliated Companies to provide to the
      Executive, the Accrued Obligations, and the timely payment or delivery of
      Other Benefits, and will have no other severance obligations under this
      Agreement.  In such case, all the Accrued Obligations will be
      paid to the Executive in a lump sum in cash within 30 days of the Date of
      Termination.

            


    

     

    
      	
              (e)  

            	
              Six-Month Payment
      Delay.  Notwithstanding any other provision of this
      Agreement to the contrary, for any payment under this Agreement that is
      considered to be deferred compensation subject to Code Section 409A and
      that is made on account of the Executive’s termination of employment, and
      the Executive is a ‘specified employee’ as determined under the default
      rules under Code Section 409A on the date of her termination of
      employment, the payment will be made on the day next following the date
      that is the six-month anniversary of the date of the Executive’s
      termination of employment, or, if earlier, the date of the Executive’s
      death; any payments that would have been paid prior to the six-month
      anniversary will be accrued and paid on the six-month anniversary plus one
      day payment date specified above.

            


    

     

    Section
6.                                Non-Exclusivity
of Rights.  Nothing in this
Agreement will prevent or limit the Executive’s continuing or future
participation in any plan, program, policy or practice provided by the Company
and for which the Executive may qualify, nor, subject to Section 11(f), will
anything herein limit or otherwise affect such rights as the Executive may have
under any other contract or agreement with the Company.  Amounts that
are vested benefits or that the Executive is otherwise entitled to receive under
any plan, policy, practice or program of or any other contract or agreement with
Taubman or any of the Affiliated Companies at or subsequent to the Date of
Termination (“Other
Benefits”) will be payable in accordance with such plan, policy, practice
or program or contract or agreement, except as explicitly modified by this
Agreement.  Notwithstanding the foregoing, if the Executive receives
payments and benefits pursuant to Section 5(a) of this Agreement, the Executive
will not be entitled to any severance pay or benefits under any severance plan,
program or policy of the Company (“Other Severance Obligations”),
unless otherwise specifically provided therein in a specific reference to this
Agreement; provided, however, that the preceding clause will not apply to the
extent that any loss of entitlement to any Other Severance Obligations that are
subject to Code Section 409A would constitute a substitution of any amount of
such Other Severance Obligations by an amount payable under this Agreement, as
determined pursuant to Treasury Regulations Section 1.409A-3(f).

     

    Section
7                      Full
Settlement; Legal Proceedings.

     

    
      	
              (a)  

            	
              Full
      Settlement.  Taubman’s obligation to make or cause one of
      the Affiliated Companies to make the payments provided for in this
      Agreement and otherwise to perform its obligations hereunder will not be
      affected by any set-off, counterclaim, recoupment, defense, or other
      claim, right or action that the Company may have against the Executive or
      others.  In no event will the Executive be obligated to seek
      other employment or take any other action by way of mitigation of the
      amounts payable to the Executive under any of the provisions of this
      Agreement, and such amounts will not be reduced whether or not the
      Executive obtains other employment, except as otherwise provided in this
      Agreement.

            


    

     

    
      	
              (b)  

            	
              Legal
      Proceedings.  Any dispute or controversy arising under or
      in connection with this Agreement must be settled by arbitration,
      conducted at a location in Michigan or at such other location as the
      parties may mutually agree, in accordance with the rules of the American
      Arbitration Association then in effect.  The decision of the
      arbitrator(s) in that proceeding will be binding on all
      parties.  Taubman will pay, or cause one of the Affiliated
      Companies to pay, as incurred (within 15 days following Taubman’s receipt
      of an invoice from the Executive), to the full extent permitted by law,
      all legal fees and expenses that the Executive may reasonably incur as a
      result of any dispute or controversy (regardless of the outcome thereof)
      by Taubman, any of the Affiliated Companies, the Executive or others of
      the validity or enforceability of, or liability under, any provision of
      this Agreement or any guarantee of performance thereof (including as a
      result of any contest by the Executive about the amount of any payment
      pursuant to this Agreement), plus, in each case, interest on any delayed
      payment at the applicable federal rate provided for in Code Section
      7872(f)(2)(A); provided, however, that any reimbursements provided for
      under this sentence will not affect the fees or expenses eligible for
      reimbursement in any other calendar year, and cannot be liquidated or
      exchanged for any other benefit.

            


    

     

    Section
8                      Possible Reduction;
Gross-Up.

     

    
      	
              (a)  

            	
              Definitions Relating to this
      Section.  For purposes of this Section
      8:  (1) “Payment” means any
      payment or distribution in the nature of compensation to or for the
      benefit of the Executive, whether paid or payable pursuant to this
      Agreement or otherwise that would be considered payments contingent on a
      change in the ownership or effective control or in the ownership of a
      substantial portion of the assets of Taubman, as described in
      Section 280G(b)(2)(A)(i) of the Code; (2) “Separation Payment”
      means a Payment paid or payable pursuant to this Agreement (disregarding
      this Section); (3) “Present Value” means
      such value determined in accordance with Sections 280G(b)(2)(A)(ii)
      and 280G(d)(4) of the Code; and (4) “Reduced Amount” means an
      amount expressed in Present Value that maximizes the aggregate Present
      Value of Separation Payments without causing any Payment to be
      nondeductible because of Section 280G of the
  Code.

            


    

     

    
      	
              (b)  

            	
              Accounting
      Firm.  Taubman will select, prior to any Change of
      Control, in its discretion, a nationally recognized accounting firm
      (“Accounting
      Firm”) to make the determinations contemplated by this
      Section 8.  All determinations made by the Accounting Firm
      under this Section 8 will be binding on Taubman and the Affiliated
      Companies and the Executive and will be made within 60 days of a
      termination of employment of the Executive, except as set forth in
      Section 8(e).  All determinations by the Accounting Firm
      under this Section 8 are made solely for calculating amounts payable
      under this Agreement and not for calculating the Executive’s tax liability
      for amounts paid under this Agreement or for advising the Executive as to
      such liability.

            


    

     

    
      	
              (c)  

            	
              Reduction or
      Gross-Up.  Notwithstanding anything in this Agreement to
      the contrary, in the event that the Accounting Firm determines that
      Payments to the Executive would equal or exceed 100%, but would not exceed
      110%, of three times the Executive’s base amount, as defined in
      Section 280G(b)(3) of the Code (“Base Amount”), the
      aggregate Separation Payments will be reduced (but not below zero) to the
      Reduced Amount.  If, however, the Accounting Firm determines
      that Payments to the Executive would exceed 110% of three times the
      Executive’s Base Amount, Separation Payments will not be reduced and
      Taubman will pay the Executive an additional amount sufficient to pay the
      excise tax on the Payments imposed under Section 4999 of the Code
      (“Excise Tax”),
      plus the amount necessary to pay all of the Executive’s federal, state and
      local taxes arising from Taubman’s payments to the Executive pursuant to
      this sentence.  This is intended to be a full gross-up of the
      taxes owed by the Executive on account of the Excise
      Tax.  Notwithstanding any other provision of this Section 8(c),
      the taxes gross-up will be paid by the Company to the Executive in cash in
      a single lump sum no later than the last day of the calendar year next
      following the calendar year in which the Executive remits the
      taxes.

            


    

     

    
      	
              (d)  

            	
              Reduction
      Calculations.  If the Accounting Firm determines that
      aggregate Separation Payments should be reduced to the Reduced Amount,
      Taubman will promptly give the Executive notice to that effect and a copy
      of the detailed calculation thereof, and the Executive may then elect, in
      his or her sole discretion, which and how much of the Separation Payments
      will be eliminated or reduced (as long as after such election the Present
      Value of the aggregate Separation Payments equals the Reduced Amount), and
      will advise Taubman in writing of his or her election within ten days of
      his or her receipt of notice.  If no such election is made by
      the Executive within such ten-day period, Taubman may elect which of such
      Separation Payments will be eliminated or reduced (as long as after such
      election the Present Value of the aggregate Separation Payments equals the
      Reduced Amount) and will notify the Executive promptly of such
      election.  As promptly as practicable following such
      determination, Taubman will pay or distribute, or cause one of the
      Affiliated Companies to pay or distribute, to or for the benefit of the
      Executive such Separation Payments as are then due to the Executive under
      this Agreement, and will promptly pay or distribute, or cause to be paid
      or distributed, to or for the benefit of the Executive in the future such
      Separation Payments as become due to the Executive under this Agreement,
      taking into account, in each case, the possible reduction or elimination
      of Separation Payments pursuant to the preceding provisions of this
      Section 8.

            


    

     

    
      	
              (e)  

            	
              Overpayment or
      Underpayment.  As a result of the uncertainty in the
      application of Section 4999 of the Code at the time of the initial
      determination by the Accounting Firm hereunder, it is possible that
      amounts will have been paid or distributed to or for the benefit of the
      Executive pursuant to this Agreement that should not have been so paid or
      distributed (“Overpayment”) or that
      additional amounts which will have not been paid or distributed to or for
      the benefit of the Executive pursuant to this Agreement could have been so
      paid or distributed (“Underpayment”), in each
      case, consistent with the calculation of the Payments, Base Amount and
      Reduced Amount hereunder.  In the event that the Accounting
      Firm, based upon the assertion of a deficiency by the Internal Revenue
      Service against Taubman or any of the Affiliated Companies or the
      Executive that the Accounting Firm believes has a high probability of
      success, determines that an Overpayment has been made, any such
      Overpayment paid or distributed to or for the benefit of the Executive
      will be repaid by the Executive, together with interest at the applicable
      federal rate provided in Section 7872(f)(2) of the Code; provided,
      however, that no such payment will be made by the Executive if and to the
      extent such payment would neither reduce the amount on which the Executive
      is subject to tax under Section 1 and Section 4999 of the Code
      nor generate a refund of such taxes.  In the event that the
      Accounting Firm, based on controlling precedent or substantial authority,
      determines that an Underpayment has occurred, any such Underpayment will
      be promptly paid to or for the benefit of the Executive together with
      interest at the applicable federal rate provided for in Section 7872(f)(2)
      of the Code.

            


    

     

    
      	
              (f)  

            	
              Fees and
      Expenses.  All fees and expenses of the Accounting Firm
      in implementing the provisions of this Section 8 will be borne by the
      Company.

            


    

     

    
      	
              (g)  

            	
              Tax
      Controversies.  In the event of any controversy with the
      Internal Revenue Service or other taxing authority with regard to the
      Excise Tax, the Executive will permit Taubman to control issues related to
      the Excise Tax, at its expense, provided that such issues do not
      materially adversely affect the Executive.  In the event issues
      are interrelated, the Executive and Taubman will cooperate in good faith
      so as to avoid jeopardizing resolution of either issue.  In the
      event of any conference with any taxing authority as to the Excise Tax or
      associated taxes, the Executive will permit a representative of Taubman to
      accompany the Executive, and the Executive and the Executive’s
      representative will cooperate with Taubman and its
      representative.

            


    

     

    Section
9                      Protection of Company
Interests.

     

    
      	
              (a)  

            	
              Confidentiality.  The
      Executive will hold in a fiduciary capacity for the benefit of the Company
      all secret or confidential information, knowledge or data relating to
      Taubman or any of the Affiliated Companies, and their respective
      businesses, which information, knowledge or data was obtained by the
      Executive during the Executive’s employment by the Company and which
      information, knowledge or data will not be or become public knowledge
      (other than by acts by the Executive or representatives of the Executive
      in violation of this Agreement).  After termination of the
      Executive’s employment with the Company, the Executive will not, without
      the prior written consent of Taubman or as may otherwise be required by
      law or legal process, communicate or divulge any such information,
      knowledge or data to anyone other than the Company and those persons
      designated by the Company.  In no event will an asserted
      violation of the provisions of this Section 9 constitute a basis for
      deferring or withholding any amounts otherwise payable to the Executive
      under this Agreement.

            


    

     

    
      	
              (b)  

            	
              Release.  Notwithstanding
      anything in this Agreement to the contrary, any payment to be made to the
      Executive under Section 5(a) of this Agreement is conditioned on the
      Executive signing a release agreement, on behalf of himself, his heirs,
      administrators, executors, agents, and assigns, that will forever release
      and discharge the Company and its agents from any and all charges, claims,
      demands, judgments, actions, causes of action, damages, expenses, costs,
      attorneys’ fees, and liabilities of any kind whatsoever related in any way
      to the Company’s employment of the Executive, whether known or unknown,
      vested or contingent, in law, equity or otherwise, that the Executive has
      ever had, now has, or may hereafter have against the Company or its agents
      for or on account of any matter, cause, or thing whatsoever that has
      occurred prior to the date of the signing this Agreement.  The
      release will include, but not be not limited to:  all federal
      and state statutory and common law claims, claims related to employment or
      the termination of employment or related to breach of contract, tort,
      wrongful termination, discrimination, harassment, defamation, fraud,
      wages, or benefits, or claims for any form of equity or
      compensation.  This release will not include, however, release
      of any right of indemnification, or director or officer insurance
      protection, the Executive may have under this Agreement or for any
      liabilities and costs of defense arising from the Executive’s actions
      within the course and scope of employment with the
  Company.

            


    

     

    Section
10                                Successors.

     

    
      	
              (a)  

            	
              This
      Agreement is personal to the Executive, and, without the prior written
      consent of Taubman, will not be assignable by the Executive other than by
      will or the laws of descent and distribution.  This Agreement
      will inure to the benefit of and be enforceable by the Executive’s (or, in
      the event of the Executive’s death, the Executive’s Beneficiary’s) legal
      representatives.

            


    

     

    
      	
              (b)  

            	
              This
      Agreement will inure to the benefit of and be binding upon Taubman and its
      successors and assigns.  Except as provided in Section 10(c),
      without the prior written consent of the Executive this Agreement will not
      be assignable by Taubman.

            


    

     

    
      	
              (c)  

            	
              Each
      of Taubman and TRG will require any successor (whether direct or indirect,
      by purchase, merger, consolidation or otherwise) to all or substantially
      all of its business and/or assets to assume expressly and agree to perform
      this Agreement in the same manner and to the same extent that it would be
      required to perform it if no such succession had taken
      place.  Any such successor is included in the definition of
      “Taubman” or “TRG.”

            


    

     

    Section
11                                Miscellaneous.

     

    
      	
              (a)  

            	
              This
      Agreement will be governed by and construed in accordance with the laws of
      the State of Michigan, without reference to principles of conflict of
      laws.  The captions of this Agreement are not part of the
      provisions hereof and will have no force or effect.  This
      Agreement may not be amended or modified other than by a written agreement
      executed by the parties hereto or their respective successors and legal
      representatives.

            


    

     

    
      	
              (b)  

            	
              All
      notices and other communications hereunder will be in writing and will be
      given by hand delivery to the other party or by registered or certified
      mail, return receipt requested, postage prepaid, addressed as
      follows:

            


    

     

    If to the
Executive:

     

    At the
most recent address on file at the Company.

     

    If to
Taubman:

     

    Taubman
Centers, Inc.

    200 East
Long Lake Road, Suite 300

    Bloomfield
Hills, Michigan 48304

    Attention:  General
Counsel

    


    If to
TRG:

     

    The
Taubman Realty Group Limited Partnership

    200 East
Long Lake Road, Suite 300

    Bloomfield
Hills, Michigan 48304

    Attention:  General
Counsel

    


    or to
such other address as either party will have furnished to the other in writing
in accordance herewith.  Notice and communications will be effective
when actually received by the addressee.

     

    
      	
              (c)  

            	
              The
      invalidity or unenforceability of any provision of this Agreement will not
      affect the validity or enforceability of any other provision of this
      Agreement.

            


    

     

    
      	
              (d)  

            	
              Taubman
      may withhold or cause to be withheld from any amounts payable under this
      Agreement such United States federal, state, local, employment or foreign
      taxes as required to be withheld pursuant to any applicable law or
      regulation.

            


    

     

    
      	
              (e)  

            	
              The
      Executive’s or Taubman’s failure to insist upon strict compliance with any
      provision of this Agreement or the failure to assert any right the
      Executive or Taubman may have hereunder, including, without limitation,
      the right of the Executive to terminate employment for Good Reason
      pursuant to Sections 4(c)(1) through 4(c)(5), will not be deemed to be a
      waiver of such provision or right or any other provision or right of this
      Agreement.

            


    

     

    
      	
              (f)  

            	
              The
      Executive, Taubman and TRG acknowledge that, except as may otherwise be
      provided under any other written agreement between the Executive and
      Taubman or any of the Affiliated Companies, the employment of the
      Executive by the Company is “at will” and, subject to Section 1(f), prior
      to the Qualification Date, the Executive’s employment may be terminated by
      either the Executive or the Company at any time prior to the Qualification
      Date, in which case the Executive will have no further rights under this
      Agreement.  From and after the Qualification Date, except as
      specifically provided herein, this Agreement will supersede any other
      agreement between the parties with respect to the subject matter hereof,
      including without limitation the Employment Agreement between The Taubman
      Company Limited Partnership, a Michigan Limited Partnership, and the
      Executive dated as of January 3, 1997 (the “Other Agreements”);
      provided, however, that the preceding clauses of this sentence will not
      apply to the extent that any such superseding effect would constitute a
      substitution of any payment under any Other Agreement that is considered
      to be deferred compensation subject to Code Section 409A by an amount
      payable under this Agreement, as determined pursuant to Treasury
      Regulations Section 1.409A-3(f).

            


    

     

    
      	
              (g)  

            	
              The
      Executive acknowledges that the Company has not provided any advice to the
      Executive regarding the Executive’s potential or actual tax liabilities in
      connection with this Agreement and that the Company has advised the
      Executive to retain qualified tax
counsel.

            


    

     

    Section
12                                Guarantee.  TRG hereby
irrevocably, absolutely and unconditionally guarantees the payment of all
compensation and benefits (“Benefits”) that Taubman or the
Company is obligated to provide or cause to be provided to the Executive under
this Agreement.  This is a guarantee of payment and not a collection,
and is the primary obligation of TRG, and the Executive may enforce this
guarantee against TRG without any prior enforcement of the obligation to make
the Benefits against Taubman.

     

     

    IN
WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
pursuant to the authorization from the Board, Taubman and TRG have each caused
this Agreement to be executed in its name on its behalf, all as of the day and
year first above written.

     

    


     /s/ Lisa A.
Payne                     
       
                                                                           

    Lisa A.
Payne

    


    


    TAUBMAN CENTERS,
INC.,

    a
Michigan corporation

    


    By: /s/ Chris B.
Heaphy                     
                                                                           

    


    Its:
Assistant Secretary

    


    


    As
guarantor of Taubman Centers, Inc.:

    


    THE TAUBMAN REALTY GROUP LIMITED
PARTNERSHIP,

    a
Delaware limited partnership

    


    By: /s/ Chris B.
Heaphy                       
                                                                           

    


    Its
Authorized Signatory


    
      
        
          
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