REGISTRATION RIGHTS AGREEMENT


         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is made and
entered into as of November  24, 1999 by and between  Taubman  Centers,  Inc., a
Michigan  corporation  (the  "Company"),  and GS-MSD  Select  Sponsors,  L.P., a
Delaware limited partnership ("Holder").

         WHEREAS,  Holder is  receiving  on the date  hereof  Series D Preferred
Equity (the  "Equity")  in The  Taubman  Realty  Group  Limited  Partnership,  a
Delaware limited partnership (the "Partnership");

         WHEREAS,  in connection  therewith,  the Company has agreed to grant to
Holder the Registration Rights (as defined in Section 1 hereof);

         NOW,  THEREFORE,  the parties hereto, in consideration of the foregoing
and the mutual covenants and agreements  hereinafter set forth,  hereby agree as
follows:

SECTION 1.        REGISTRATION RIGHTS

         If Holder receives 9% Series D Cumulative Redeemable Preferred Stock of
the Company (the  "Preferred  Stock") upon exchange of the Equity (the "Exchange
Shares") pursuant to the terms of the Amended and Restated  Agreement of Limited
Partnership  of the  Partnership,  as the same has been and may be amended  from
time to time (the "Partnership Agreement"), then unless such Exchange Shares are
issued to Holder  pursuant to an Issuer  Registration  Statement  as provided in
Section 2 below,  Holder shall be entitled to offer for sale pursuant to a shelf
registration statement, the Exchange Shares, subject to the terms and conditions
set forth in Section 3 hereof (the "Registration Rights").

SECTION 2.        ISSUER REGISTRATION STATEMENT

         Anything contained herein to the contrary notwithstanding, in the event
that the  Exchange  Shares are issued by the  Company to Holder  pursuant  to an
effective registration statement (an "Issuer Registration Statement") filed with
the Securities and Exchange Commission (the "Commission"),  the Company shall be
deemed  to  have  satisfied  all  of its  registration  obligations  under  this
Agreement.

SECTION 3.        DEMAND REGISTRATION RIGHTS

         3.1 (a) Registration Procedure.  Unless such Exchange Shares are issued
pursuant to an Issuer  Registration  Statement  as provided in Section 2 hereof,
then subject to Sections  3.1(c) and 3.2 hereof,  if Holder  desires to exercise
its  Registration  Rights with  respect to the  Exchange  Shares,  Holder  shall
deliver to the Company a written notice (a "Registration  Notice") informing the
Company of such  exercise and  specifying  the number of shares to be offered by
such  Holder  (such  shares  to be  offered  being  referred  to  herein  as the
"Registrable Securities").  Such notice may be given at any time on or after the
date a notice of exchange is delivered by Holder to the Partnership  pursuant to
the Partnership Agreement, but must be given at least fifteen (15) Business Days
prior to the  anticipated  consummation  of the sale of Registrable  Securities,
which  consummation  shall  in  any  event

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be subject to an effective Shelf Registration Statement (as hereinafter defined)
or an effective New Registration  Statement (as hereinafter defined). As used in
this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday,  Thursday or
Friday  other than a day on which  banks and other  financial  institutions  are
authorized  or  required  to be closed for  business in the State of New York or
Michigan.  Upon receipt of the Registration  Notice, the Company,  if it has not
already caused the Registrable  Securities to be included as part of an existing
shelf  registration  statement  (prior to the filing of which the Company  shall
have given ten (10) Business Days notice to Holder) and related  prospectus that
the  Company  than has on file  with the  Commission  (the  "Shelf  Registration
Statement")  (in which event the Company  shall be deemed to have  satisfied its
registration  obligation  under this Section 3), will cause to be filed with the
Commission as soon as reasonably  practicable  after receiving the  Registration
Notice a new registration  statement and related prospectus (a "New Registration
Statement")  that complies as to form in all material  respects with  applicable
Commission rules providing for the sale by Holder of the Registrable Securities,
and agrees (subject to Section 3.2 hereof) to use its best efforts to cause such
New Registration Statement to be declared effective by the Commission as soon as
practicable. (As used herein, "Registration Statement" and "Prospectus" refer to
the  Shelf  Registration   Statement  and  related  prospectus   (including  any
preliminary prospectus) or the New Registration Statement and related prospectus
(including any preliminary prospectus),  whichever is utilized by the Company to
satisfy  Holder's  Registration  Rights pursuant to this Section 3, including in
each case any documents  incorporated  therein by  reference.)  Holder agrees to
provide in a timely manner  information  regarding the proposed  distribution by
Holder of the  Registrable  Securities  and such  other  information  reasonably
requested by the Company in connection with the preparation of and for inclusion
in the  Registration  Statement.  The  Company  agrees  (subject  to Section 3.2
hereof) to use its best  efforts to keep the  Registration  Statement  effective
(including  the  preparation  and  filing  of  any  amendments  and  supplements
necessary  for that  purpose)  until the earlier of (i) the date on which Holder
consummates the sale of all of the Registrable  Securities  registered under the
Registration  Statement,  or (ii)  the  date  on  which  all of the  Registrable
Securities  are  eligible  for sale  pursuant to Rule  144(k) (or any  successor
provision) or in a single transaction  pursuant to Rule 144(e) (or any successor
provision)  under the Securities Act of 1933, as amended (the "Act"),  provided,
that except with respect to any Shelf  Registration,  such period need to extend
beyond nine months after the effective date of the Registration  Statement;  and
provided further, that with respect to any Shelf Registration,  such period need
not extend  beyond the time period  provided in this Section  3.1(a),  and which
periods,  in any event,  shall terminate when all the Exchange Shares covered by
such Registration Statement have been sold (but not before the expiration of the
time period  provided  in Section  4(3) of the Act and Rule 174  thereunder,  if
applicable).  The  Company  agrees to provide to Holder a  reasonable  number of
copies  of the final  Prospectus  and any  amendments  or  supplements  thereto.
Notwithstanding  the  foregoing,  the  Company  may at  any  time,  in its  sole
discretion and prior to receiving any Registration  Notice from Holder,  include
all of Holder's Exchange Shares or any portion thereof in any Shelf Registration
Statement. In connection with any Registration Statement utilized by the Company
to satisfy Holder  Registration Rights pursuant to this Section 3, Holder agrees
that it will respond within ten (10) Business Days to any request by the Company
to  provide  or verify  information  regarding  Holder or  Holder's  Registrable
Securities  as may be required to be  included  in such  Registration  Statement
pursuant to the rules and regulations of the Commission.

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         (b)  Offers  and  Sales.  All  offers  and  sales by  Holder  under the
Registration  Statement  referred to in this Section 3 shall be completed within
the  period  during  which the  Registration  Statement  is  required  to remain
effective  pursuant to Section 3.1(a) of this Section 3, and upon  expiration of
such period Holder will not offer or sell any Registrable  Securities  under the
Registration  Statement.  If  directed  by the  Company,  Holder will return all
undistributed  copies of the Prospectus in its possession upon the expiration of
such period.

         (c) Limitations on Registration Rights. Each exercise of a Registration
Right shall be with respect to a minimum of the lesser of (i) one hundred twenty
five thousand  (125,000)  shares of Preferred  Stock or (ii) the total number of
Exchange  Shares held by Holder at such time plus the number of Exchange  Shares
that may be issued upon exchange of the Equity by Holder. The right of Holder to
deliver a Registration  Notice commences upon the first date Holder is permitted
to  exchange  the Equity  pursuant to the  Partnership  Agreement  and  Holder's
acceptance of Partnership  Agreement  pursuant to that certain Private Placement
Purchase Agreement of even date herewith between Holder and the Partnership. The
right of Holder to deliver a  Registration  Notice  shall  expire on the date on
which all of the Exchange Shares held by Holder or issuable upon exchange of the
Equity  held by Holder are  eligible  for sale  pursuant  to Rule 144(k) (or any
successor  provision) under the Act. The Registration Rights granted pursuant to
this Section 3.1 may be  exercised in  connection  with an  underwritten  public
offering  provided  that  the  Company  shall  have  the  right  to  select  the
Underwriter or Underwriters in connection with such public offering, which shall
be subject to the reasonable approval of Holder.

         3.2  Suspension  of Offering.  Upon any notice by the  Company,  either
before or after Holder has delivered a Registration  Notice,  that a negotiation
or  consummation  of a transaction by the Company or any of its  subsidiaries is
pending or an event has occurred, which negotiation, consummation or event would
require  additional  disclosure  by the Company in a  Registration  Statement of
material  information  which the  Company has a bona fide  business  purpose for
keeping  confidential  and  the  nondisclosure  of  which  in  the  Registration
Statement  might  cause  the  Registration  Statement  to  fail to  comply  with
applicable disclosure requirements (a "Materiality Notice"),  Holder agrees that
it will immediately  discontinue offers and sales of the Registrable  Securities
under the Registration  Statement until Holder receives copies of a supplemental
or amended Prospectus that corrects the misstatement(s) or omission(s)  referred
to above and  receives  notice  that any  post-effective  amendment  has  become
effective;  provided,  that the  Company  may  delay,  suspend or  withdraw  the
Registration  Statement  for such  reason for no more than sixty (60) days after
delivery of the  Materiality  Notice at any one time but may not do so more than
two times in any twelve month period. If so directed by the Company, Holder will
deliver to the Company all copies of the  Prospectus  covering  the  Registrable
Securities current at the time of receipt of any Materiality Notice.

         3.3  Qualification.  The  Company  agrees  to use its best  efforts  to
register  or  qualify  the  Registrable  Securities  by the time the  applicable
Registration  Statement  is  declared  effective  by the  Commission  under  all
applicable state  securities or "blue sky" laws of such  jurisdictions as Holder
shall  reasonably  request  in  writing,  to  keep  each  such  registration  or
qualification  effective  during  the  period  such  Registration  Statement  is
required  to be kept  effective  or during the period  offers or sales are being
made by Holder after delivery of a Registration Notice to the Company, whichever
is shorter,  and to do any

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and all other acts and things which may be reasonably  necessary or advisable to
enable Holder to consummate  the  disposition in each such  jurisdiction  of the
Registrable  Securities  owned by Holder;  provided,  however,  that the Company
shall  not  be  required  to  (x)  qualify  generally  to  do  business  in  any
jurisdiction or to register as a broker or dealer in such jurisdiction  where it
would not otherwise be required to qualify but for this Section 3.3, (y) subject
itself to  taxation  in any such  jurisdiction,  or (z)  submit  to the  general
service of process in any such jurisdiction.

         3. 4 Whenever  the Company is required  to effect the  registration  of
Exchange  Shares  under the  Securities  Act  pursuant  to  Section  3.1 of this
Agreement, subject to Section 3.2 hereof, the Company shall:

         (a)  prepare  and file  with  the  Commission  (as  soon as  reasonably
practical after receiving the  Registration  Notice,  and in any event within 60
days after  receipt of such  Registration  Notice)  the  requisite  Registration
Statement to effect such registration, which Registration Statement shall comply
as to form in all material respects with the requirements of the applicable form
and include all  financial  statements  required by the  Commission  to be filed
therewith,  and the Company shall use its reasonable  best efforts to cause such
Registration  Statement  to become  effective;  provided,  however,  that before
filing a  Registration  Statement or Prospectus or any amendments or supplements
thereto,  or  comparable  statements  under  securities  or blue sky laws of any
jurisdiction,  the  Company  shall  (i)  provide  Holder  with an  adequate  and
appropriate  opportunity to participate in the preparation of such  Registration
Statement and each Prospectus included therein (and each amendment or supplement
thereto or comparable  statement) to be filed with the  Commission  and (ii) not
file any such  Registration  Statement or Prospectus (or amendment or supplement
thereto or comparable  statement) with the Commission to which Holder's  counsel
or any underwriter  designated by the Holder and approved by the Company,  which
approval  shall not be  unreasonably  withheld (the  "Underwriter"),  shall have
reasonably  objected  on the  grounds  that such  filing  does not comply in all
material  respects  with  the  requirements  of  the  Act  or of  the  rules  or
regulations thereunder;

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary (i) to keep such Registration  Statement effective
and  (ii)  to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition of the Redemption Shares covered by such Registration  Statement, in
each case until such time as all of such Redemption Shares have been disposed of
in accordance with the intended methods of disposition by the seller(s)  thereof
set forth in such Registration Statement;  provided, that except with respect to
any Shelf Registration, such period need not extend beyond nine months after the
effective date of the Registration  Statement;  and provided further,  that with
respect to any Shelf  Registration,  such period need not extend beyond the time
period  provided  in Section  3.1(a),  and which  periods,  in any event,  shall
terminate when all the Redemption Shares covered by such Registration  Statement
have been sold (but not before the expiration of the time period  referred to in
Section 4(3) of the Act and Rule 174 thereunder, if applicable);

         (c) furnish,  without charge,  to the Holder and each  Underwriter,  if
any, of the securities  covered by such Registration  Statement,  such number of
copies of such Registration Statement, each amendment and supplement thereto (in
each  case  including

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all  exhibits),  and the  Prospectus  included  in such  Registration  Statement
(including each  preliminary  Prospectus) in conformity with the requirements of
the Act, and other documents,  as the Holder and such Underwriter may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
Redemption Shares owned by the Holder;

         (d)  prior  to any  public  offering  of  Redemption  Shares,  use  its
reasonable best efforts to register or qualify the Redemption  Shares covered by
such Registration Statement under such other securities or blue sky laws of such
jurisdictions  as the Holder or the sole or lead managing  Underwriter,  if any,
may  reasonably  request to enable the Holder to consummate  the  disposition in
such  jurisdictions of the Redemption Shares owned by the Holder and to continue
such  registration or qualification  in effect in each such  jurisdiction for as
long as such Registration  Statement  remains in effect  (including  through new
filings or  amendments  or  renewals),  and do any and all other acts and things
which may be  necessary  or  advisable  to enable the Holder to  consummate  the
disposition  in  such  jurisdictions  of  the  Redemption  Shares  owned  by it,
provided,  however,  that the  Company  shall  not be  required  to (i)  qualify
generally  to do business in any  jurisdiction  where it would not  otherwise be
required to qualify but for this Section, (ii) subject itself to taxation in any
such  jurisdiction  or (iii)  consent to general  service of process in any such
jurisdiction;

         (e) promptly  notify Holder and the sole or lead managing  Underwriter,
if any: (i) when the Registration Statement,  any pre-effective  amendment,  the
Prospectus  or any  prospectus  supplement  related  thereto  or  post-effective
amendment to the Registration Statement has been filed, and, with respect to the
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the Commission or any state securities or blue
sky authority for amendments or supplements to the Registration Statement or the
Prospectus related thereto or for additional information,  (iii) of the issuance
by  the  Commission  of any  stop  order  suspending  the  effectiveness  of the
Registration  or the initiation or threat of any  proceedings  for that purpose,
(iv) of the  receipt by the  Company  of any  notification  with  respect to the
suspension of qualification of any Exchange Shares for sale under the securities
or blue sky laws of any  jurisdiction  or the  initiation of any  proceeding for
such  purpose,  (v) of the  existence  of any fact of which the Company  becomes
aware or the  happening  of any  event  which  results  in (A) the  Registration
Statement containing an untrue statement of a material fact or omitting to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  any
statements  therein  not  misleading,  or (B) the  Prospectus  included  in such
Registration  Statement  containing  an untrue  statement of a material  fact or
omitting to state a material fact required to be stated  therein or necessary to
make any statements  therein, in the light of the circumstances under which they
were made, not misleading,  and (vi) of the Company's  reasonable  determination
that a post-effective amendment to a Registration Statement would be appropriate
or that there exists  circumstances  not yet  disclosed to the public which make
further  sales  under  such  Registration  Statement  inadvisable  pending  such
disclosure and post-effective  amendment; and, if the notification relates to an
event  described in any of the clauses (v) or (vi) of this  Section,  subject to
Section 3.2, the Company shall promptly  prepare a supplement or  post-effective
amendment to such Registration  Statement or related  Prospectus or any document
incorporated  therein by reference or file any other required document,  so that
(1) such  Registration  Statement  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required

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to be stated therein or necessary to make the statements therein not misleading,
and (2) as thereafter  delivered to the purchasers of the Exchange  Shares being
sold  thereunder,  such  Prospectus  shall not include an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein in the light of the circumstances under
which  they were made not  misleading  (and  shall  furnish  to Holder  and each
Underwriter,  if any,  a  reasonable  number  of copies  of such  Prospectus  so
supplemented or amended);  and if the notification relates to an event described
in  clauses  (ii)  through  (iv) of this  Section,  the  Company  shall  use its
reasonable best efforts to remedy such matters;

         (f) make  reasonably  available for  inspection by Holder,  any sole or
lead managing  Underwriter  participating  in any  disposition  pursuant to such
Registration Statement,  Holder's counsel and any attorney,  accountant or other
agent  retained by any such seller or any  Underwriter  material  financial  and
other relevant information concerning the business and operations of the Company
and the  properties  of the  Company and any  subsidiaries  thereof as may be in
existence at such time as shall be necessary,  in the reasonable opinion of such
Holder's and such Underwriters'  respective counsel, to enable them to conduct a
reasonable investigation within the meaning of the Securities Act, and cause the
Company's  and any  subsidiaries'  officers,  directors and  employees,  and the
independent public accountants of the Company, to supply such information as may
be reasonably requested by any such parties in connection with such Registration
Statement;

         (g) obtain an opinion from the Company's  counsel and a "cold  comfort"
letter from the Company's  independent public accountants who have certified the
Company's  financial  statements  included or  incorporated by reference in such
Registration  Statement  in  customary  form and  covering  such  matters as are
customarily  covered by such opinions and "cold  comfort"  letters  delivered to
Underwriters in underwritten public offerings, which opinion and letter shall be
reasonably satisfactory to the sole or lead managing Underwriter, if any, and to
Holder,  and  furnish  to  Holder  participating  in the  offering  and to  each
Underwriter,  if any, a copy of such opinion and letter  addressed to Holder (in
the case of the  opinion)  and  Underwriter  (in the case of the opinion and the
"cold comfort" letter);

         (h) in the case of an underwritten  offering,  make generally available
to its security-holders as soon as practicable,  but in any event not later than
eighteen  months after the  effective  date of the  Registration  Statement  (as
defined  in  Rule  158(c)),  an  earnings  statement  of  the  Company  and  its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act
and the rules and regulations of the Commission  thereunder  (including,  at the
option of the Company, Rule 158);

         (i) use its reasonable  best efforts to cause all such Exchange  Shares
to be listed (i) on the  national  securities  exchange  on which the  Company's
common shares are then listed or (ii) if common shares of the Company are not at
the time  listed on any  national  securities  exchange  (or if the  listing  of
Exchange  Shares is not permitted  under the rules of such  national  securities
exchange  on which the  Company's  common  shares are then  listed),  on another
national securities exchange;

         (j)  furnish to Holder and the sole or lead  managing  Underwriter,  if
any,  without  charge,  at least one  manually  signed copy of the  Registration
Statement  and  any  post-effective  amendments  thereto,   including  financial
statements and schedules,  all documents

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incorporated therein by reference and all exhibits (including those deemed to be
incorporated by reference);

         (k) if requested by the sole or lead managing  Underwriter or Holder of
Exchange  Shares,  incorporate  in a  prospectus  supplement  or  post-effective
amendment such information  concerning  Holder, the Underwriters or the intended
method  of  distribution  as the sole or lead  managing  Underwriter  or  Holder
reasonably  requests  to be  included  therein  and  as is  appropriate  in  the
reasonable judgment of the Company, including,  without limitation,  information
with respect to the number of Exchange  Shares  being sold to the  Underwriters,
the purchase price being paid therefor by such  Underwriters and with respect to
any other terms of the  underwritten  offering of the Exchange Shares to be sold
in such offering; and

         (l) use its reasonable  best efforts to take all other steps  necessary
to expedite or  facilitate  the  registration  and  disposition  of the Exchange
Shares contemplated hereby, including obtaining necessary governmental approvals
and effecting required filings;  entering into customary  agreements  (including
customary  underwriting  agreements,  if the public  offering is  underwritten);
cooperating  with Holder and any  Underwriters  in  connection  with any filings
required by the NASD; providing appropriate certificates not bearing restrictive
legends  representing  the  Exchange  Shares;  and  providing a CUSIP number and
maintaining a transfer agent and registrar for the Exchange Shares.

         3.5 Indemnification by the Company. The Company agrees to indemnify and
hold  harmless  Holder and each person,  if any, who controls  Holder within the
meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as follows:

                  (i) against  any and all loss,  liability,  claim,  damage and
         expense  whatsoever,  as  incurred,  arising  out of or based  upon any
         untrue  statement  or  alleged  untrue  statement  of a  material  fact
         contained in any  Registration  Statement  (or any  amendment  thereto)
         pursuant to which the Registrable  Securities were registered under the
         Act, including all documents incorporated therein by reference,  or the
         omission or alleged  omission  therefrom of a material fact required to
         be stated  therein or  necessary  to make the  statements  therein  not
         misleading  or arising  out of or based upon any  untrue  statement  or
         alleged untrue statement of a material fact contained in any Prospectus
         (or any  amendment or  supplement  thereto),  including  all  documents
         incorporated therein by reference,  or the omission or alleged omission
         therefrom of a material fact  necessary in order to make the statements
         therein,  in the light of the circumstances under which they were made,
         not misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or investigation or proceeding by
         any  governmental  agency or body,  commenced or threatened,  or of any
         claim whatsoever  based upon any such untrue statement or omission,  or
         any such alleged untrue  statement or omission,  if such  settlement is
         effected with the written consent of the Company; and

                  (iii)  against  any and all  expense  whatsoever,  as incurred
         (including  reasonable fees and  disbursements of counsel),  reasonably
         incurred  in   investigating,

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         preparing or defending  against  any litigation,  or  investigation  or
         proceeding   by  any   governmental   agency  or  body,   commenced  or
         threatened,  in  each   case  whether  or not a  party,  or  any  claim
         whatsoever  based upon any such  untrue  statement or omission,  or any
         such alleged untrue statement  or omission, to the extent that any such
         expense is not paid under  subparagraph (i) or (ii) above;

provided, however, that the indemnity provided pursuant to this Section 3.4 does
not apply with respect to any loss,  liability,  claim, damage or expense to the
extent  arising out of (A) any untrue  statement  or omission or alleged  untrue
statement  or omission  made in reliance  upon and in  conformity  with  written
information  furnished  to  the  Company  by  Holder  expressly  for  use in the
Registration  Statement (or any  amendment  thereto) or the  Prospectus  (or any
amendment or supplement thereto),  or (B) Holder's failure to deliver an amended
or supplemental  Prospectus  provided to the Holder by the Company if such loss,
liability,  claim,  damage or expense  would not have  arisen had such  delivery
occurred.

         3.6  Indemnification by Holder.  Holder (and each permitted assignee of
Holder,  on a several  basis) agrees to indemnify and hold harmless the Company,
and each of its directors and officers  (including  each director and officer of
the Company who signed a Registration  Statement),  and each person, if any, who
controls  the Company  within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, as follows:

                  (i) against  any and all loss,  liability,  claim,  damage and
         expense  whatsoever,  as  incurred,  arising  out of or based  upon any
         untrue  statement  or  alleged  untrue  statement  of a  material  fact
         contained in any  Registration  Statement  (or any  amendment  thereto)
         pursuant to which the Registrable  Securities were registered under the
         act, including all documents incorporated therein by reference,  or the
         omission or alleged  omission  therefrom of a material fact required to
         be stated  therein or  necessary  to make the  statements  therein  not
         misleading  or arising  out of or based upon any  untrue  statement  or
         alleged untrue statement of a material fact contained in any Prospectus
         (or any  amendment or  supplement  thereto),  including  all  documents
         incorporated therein by reference,  or the omission or alleged omission
         therefrom of a material fact  necessary in order to make the statements
         therein,  in the light of the circumstances under which they were made,
         not misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or investigation or proceeding by
         any  governmental  agency or body,  commenced or threatened,  or of any
         claim whatsoever  based upon any such untrue statement or omission,  or
         any such alleged untrue  statement or omission,  if such  settlement is
         effected with the written consent of Holder; and

                  (iii)  against  any and all  expense  whatsoever,  as incurred
         (including  reasonable fees and  disbursements of counsel),  reasonably
         incurred  in   investigating,   preparing  or  defending   against  any
         litigation,  or investigation or proceeding by any governmental  agency
         or body, commenced or threatened,  in each case whether or not a party,
         or any  claim  whatsoever  based  upon any  such  untrue  statement  or
         omission,  or any such alleged  untrue  statement  or omission,  to the
         extent that any such expense is not paid under subparagraph (i) or (ii)
         above;

                                       8
<PAGE>

  provided,  however,  that the indemnity  provided pursuant to this Section 3.5
  shall only apply with respect to any loss, liability, claim, damage or expense
  to the extent  arising out of (A) any untrue  statement or omission or alleged
  untrue  statement or omission  made in reliance  upon and in  conformity  with
  written  information  furnished to the Company by Holder  expressly for use in
  the  Registration  Statement (or any amendment  thereto) or the Prospectus (or
  any amendment or supplement  thereto),  or (B) Holder's  failure to deliver an
  amended or supplemental  Prospectus  provided to Holder by the Company if such
  loss,  liability,  claim,  damage or  expense  would not have  arisen had such
  delivery occurred.  Notwithstanding the provisions of this Section 3.6, Holder
  and any permitted assignee shall not be required to indemnify the Company, its
  officers, directors or control persons with respect to any amount in excess of
  the amount of the total proceeds to Holder or such permitted assignee,  as the
  case may be,  from sales of the  Registrable  Securities  of Holder  under the
  Registration Statement.

         3.7  Conduct  of  Indemnification  Proceedings.  An  indemnified  party
hereunder shall give reasonably  prompt notice to the indemnifying  party of any
action or proceeding  commenced  against it in respect of which indemnity may be
sought hereunder,  but failure to so notify the indemnifying party (i) shall not
relieve it from any liability  which it may have under the  indemnity  agreement
provided  in  Section  3.5 or 3.6  above,  unless  and to the  extent it did not
otherwise learn of such action and the lack of notice by the  indemnified  party
results in the forfeiture by the  indemnifying  party of substantial  rights and
defenses,  and (ii) shall not, in any event, relieve the indemnifying party from
any  obligations  to  the  indemnified  party  other  than  the  indemnification
obligation provided under Section 3.5 or 3.6 above. If the indemnifying party so
elects within a reasonable time after receipt of such notice,  the  indemnifying
party may assume the defense of such action or proceeding  at such  indemnifying
party's own expense with counsel chosen by the  indemnifying  party and approved
by the indemnified  party,  which approval shall not be  unreasonably  withheld;
provided,  however,  that the indemnifying party will not settle any such action
or proceeding  without the written consent of the indemnified party unless, as a
condition to such settlement,  the indemnifying  party secures the unconditional
release of the indemnified party; and provided further,  that if the indemnified
party  reasonably  determines  that a conflict  of interest  exists  where it is
advisable for the  indemnified  party to be represented  by separate  counsel or
that, upon advice of counsel,  there may be legal defenses available to it which
are different from or in addition to those available to the indemnifying  party,
then the indemnifying party shall not be entitled to assume such defense and the
indemnified  party shall be entitled  to  separate  counsel at the  indemnifying
party's expense. If the indemnifying party is not entitled to assume the defense
of such action or proceeding as a result of the second  proviso to the preceding
sentence,  the  indemnifying  party's  counsel  shall be entitled to conduct the
indemnifying  party's  defense and counsel  for the  indemnified  party shall be
entitled to conduct the defense of the indemnified  party,  it being  understood
that both such counsel will  cooperate with each other to conduct the defense of
such action or proceeding as efficiently as possible.  If the indemnifying party
is not so  entitled to assume the defense of such action or does not assume such
defense,  after having  received the notice referred to in the first sentence of
this paragraph, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party. In such event,  however,  the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying  party. If an indemnifying  party is entitled to assume, and
assumes,  the  defense of such  action or  proceeding  in  accordance  with this
paragraph,  the indemnifying party shall not be liable for

                                       9
<PAGE>

any fees and expenses of counsel for the indemnified  party incurred  thereafter
in connection with such action or proceeding.

         3.8   Contribution.   In  order  to  provide  for  just  and  equitable
contribution in circumstances in which the indemnity  agreement  provided for in
Sections  3.5 and 3.6 above is for any reason  held to be  unenforceable  by the
indemnified party although  applicable in accordance with its terms, the Company
and Holder  shall  contribute  to the  aggregate  losses,  liabilities,  claims,
damages and  expenses of the nature  contemplated  by such  indemnity  agreement
incurred by the Company and Holder,  (i) in such proportion as is appropriate to
reflect  the  relative  fault of the  Company  on the one hand and Holder on the
other,  in connection  with the  statements or omissions  which resulted in such
losses,  claims,  damages,  liabilities  or expenses,  or (ii) if the allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as is  appropriate to reflect not only the relative fault of but also
the relative benefits to the Company on the one hand and Holder on the other, in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages,  liabilities  or  expenses,  as  well  as any  other  relevant
equitable  considerations.  The relative benefits to the indemnifying  party and
indemnified  party shall be determined by reference to, among other things,  the
total  proceeds  received by the  indemnifying  party and  indemnified  party in
connection with the offering to which such losses, claims, damages,  liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
party shall be  determined  by  reference  to, among other  things,  whether the
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information  supplied by, the  indemnifying  party or the
indemnified  party,  and the  parties'  relative  intent,  knowledge,  access to
information and opportunity to correct or prevent such action.

         The  parties  hereto  agree that it would not be just or  equitable  if
contribution pursuant to this Section 3.8 were determined by pro rata allocation
or by any  other  method  of  allocation  which  does  not take  account  of the
equitable  considerations  referred to in the immediately  preceding  paragraph.
Notwithstanding the provisions of this Section 3.8, Holder shall not be required
to contribute any amount in excess of the amount of the total proceeds to Holder
from  sales of the  Registrable  Securities  of Holder  under  the  Registration
Statement.

         Notwithstanding   the   foregoing,   no  person  guilty  of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this Section 3.8,  each person,  if any, who
controls  Holder within the meaning of Section 15 of the Act shall have the same
rights to contribution as Holder, and each director of the Company, each officer
of the Company who signed a Registration  Statement and each person, if any, who
controls the Company  within the meaning of Section 15 of the Act shall have the
same rights to contribution as the Company.



SECTION 4.  EXPENSES

         The Company shall pay all expenses  incident to the  performance by the
Company  of

                                       10
<PAGE>

the Company's registration obligations under Sections 2 and 3, including (i) all
stock exchange, Commission and state securities registration, listing and filing
fees, (ii) all expenses  incurred in connection with the  preparation,  printing
and distributing of any Issuer Registration  Statement or Registration Statement
and Prospectus,  and (iii) fees and disbursements of counsel for the Company and
of  the  independent  public  accountants  of  the  Company.   Holder  shall  be
responsible  for the payment of any  brokerage and sales  commissions,  fees and
disbursements  of Holder's  counsel,  accountants  and other  advisors,  and any
transfer taxes relating to the sale or disposition of the Registrable Securities
by Holder pursuant to Section 3 or otherwise.

SECTION 5.        RULE 144 COMPLIANCE

         The Company  covenants that it will use its best efforts to timely file
the reports  required to be filed by the Company  under the Act and the Exchange
Act so as to enable Holder to sell Registrable  Securities  pursuant to Rule 144
under the Act. In connection  with any sale,  transfer or other  disposition  by
Holder of any  Registrable  Securities  pursuant to Rule 144 under the Act,  the
Company shall  cooperate  with Holder to facilitate the timely  preparation  and
delivery of certificates  representing Registrable Securities to be sold and not
bearing any Act legend, and enable certificates for such Registrable  Securities
to be for such  number of shares  and  registered  in such  names as Holder  may
reasonably  request  at  least  ten  (10)  Business  Days  prior  to any sale of
Registrable Securities hereunder.

SECTION 6.        MISCELLANEOUS

         6.1  Integration;  Amendment.  This  Agreement  constitutes  the entire
agreement  between  the  parties  hereto  with  respect to the matters set forth
herein  and  supersedes  and  renders  of no force and  effect all prior oral or
written  agreements,  commitments  and  understandings  among the  parties  with
respect to the matters set forth herein.  Except as otherwise expressly provided
in this  Agreement,  no amendment,  modification  or discharge of this Agreement
shall be valid or binding  unless set forth in writing and duly  executed by the
Company and Holder.

         6.2 Waivers. No waiver by a party hereto shall be effective unless made
in a written  instrument  duly executed by the party against whom such waiver is
sought to be  enforced,  and only to the  extent  set forth in such  instrument.
Neither the waiver by any of the parties  hereto of a breach or a default  under
any of the provisions of this Agreement,  nor the failure of any of the parties,
on one or more occasions,  to enforce any of the provisions of this Agreement or
to exercise any right or privilege  hereunder shall thereafter be construed as a
waiver of any subsequent  breach or default of a similar nature,  or as a waiver
of any such provisions, rights or privileges hereunder.

         6.3 Assignment;  Successors and Assigns.  This Agreement and the rights
granted  hereunder may not be assigned by Holder without the written  consent of
the  Company,  provided,   however,  that  Holder  may  assign  its  rights  and
obligations hereunder, following at least ten (10) days' prior written notice to
the  Company,  to the direct  equity  owners  (e.g.,  partners  or  members)  or
beneficiaries,  if,  such  persons  agree in  writing  to be bound by all of the
provisions  hereof.  This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of all of the parties hereto.

                                       11
<PAGE>

         6.4 Notices.  All notices called for under this  Agreement  shall be in
writing and shall be deemed  given upon receipt if  delivered  personally  or by
facsimile transmission and followed promptly by mail, or mailed by registered or
certified mail (return receipt  requested),  postage prepaid,  to the parties at
the addresses set forth below their names in the  signature  page hereto,  or to
any other  address or  addressee as any party  entitled to receive  notice under
this  Agreement  shall  designate,  from time to time,  to others in the  manner
provided in this Section 6.4 for the service of notices; provided, however, that
notice of a change of address shall be effective only upon receipt thereof.  Any
notice  delivered to the party hereto to whom it is addressed shall be deemed to
have been given and received on the day it was received; provided, however, that
if such day is not a Business  Day then the notice  shall be deemed to have been
given and received on the Business Day next  following such day and if any party
rejects delivery of any notice  attempted to be given hereunder,  delivery shall
be deemed  given on the date of such  rejection.  Any notice  sent by  facsimile
transmission shall be deemed to have been given and received on the Business Day
next following the transmission.

         6.5  Specific  Performance.  The Parties  hereto  acknowledge  that the
obligations  undertaken by them  hereunder are unique and that there would be no
adequate  remedy at law if either party fails to perform any of its  obligations
hereunder,  and  accordingly  agree that each  party,  in  addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations,  covenants and agreements of the
other party under this Agreement in accordance  with the terms and conditions of
this Agreement and (ii) obtain preliminary  injunctive relief to secure specific
performance and to prevent a breach or contemplated  breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.

         6.6 Governing Law. This  Agreement,  the rights and  obligations of the
parties hereto,  and any claims or disputes relating thereto,  shall be governed
by and construed in accordance  with the laws of the State of Michigan,  but not
including the choice of law rules thereof.

         6.7  Headings.  Section  and  subsection  headings  contained  in  this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose,  and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.

         6.8 Pronouns.  All pronouns and any variations  thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the person or entity may require.

         6.9 Execution in Counterparts.  To facilitate execution, this Agreement
may be  executed in as many  counterparts  as may be  required.  It shall not be
necessary  that the  signature  of or on behalf of each  party  appears  on each
counterpart,  but it shall be  sufficient  that the signature of or on behalf of
each party appears on one or more of the  counterparts.  All counterparts  shall
collectively  constitute  a single  agreement.  It shall not be necessary in any
proof  of this  Agreement  to  produce  or  account  for more  than a number  of
counterparts containing the respective signatures of or on behalf of both of the
parties.

                                       12
<PAGE>

         6.10  Severability.  If fulfillment of any provision of this Agreement,
at the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the  obligation to be fulfilled  shall be reduced to the
limit  of such  validity;  and if any  clause  or  provision  contained  in this
Agreement operates or would operate to invalidate this Agreement, in whole or in
part,  then such clause or provision only shall be held  ineffective,  as though
not herein contained, and the remainder of this Agreement shall remain operative
and in full force and effect.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  to be duly  executed on its behalf as of the date first  herein above
set forth.



                                      TAUBMAN CENTERS, INC.



                                      By:/s/   Robert S. Taubman
                                         ------------------------
                                      Name:    Robert S. Taubman
                                      Title:   President and
                                               Chief Executive Officer
                                      Address: 200 East Long Lake Road
                                               Suite 300
                                               Bloomfield Hills, MI 48304


                                      GS-MSD   Select   Sponsors,L.P.

                                      By:  GS-MSD 1999 Exchange Advisors, L.L.C.


                                      By:/s/   Elizabeth Groves
                                         -----------------------
                                               Elizabeth Groves
                                               Authorized Person

                                      Address: c/o Goldman Sachs & Co.
                                               One New York Plaza
                                               New York, New York 10004
                                               Attn: