PRIVATE PLACEMENT PURCHASE AGREEMENT


GS-MSD Select Sponsors, L.P.
c/o Goldman, Sachs & Co.
One New York Plaza
New York, New York 10004

Attention:

Ladies and Gentlemen:

1.   Certain Representations; Opinions of Counsel

     (a)  The Taubman  Realty Group  Limited  Partnership  (the  "Company")  and
          Taubman  Centers,  Inc., the managing  general  partner of the Company
          ("TCO"),  represent and warrant to the undersigned  ("Subscriber")  as
          follows:

          (i)  TCO has made with the Securities  Exchange Commission ("SEC") all
               filings  required  to be made by it (the  "SEC  Reports").  Since
               September  30,  1998,  the  Company  has  not  been,  and is not,
               required to file any reports  with the SEC.  The SEC Reports were
               prepared and filed in compliance with the Securities Exchange Act
               of 1934, as amended (the "Exchange  Act"),  or the Securities Act
               of 1933, as amended (the  "Securities  Act"), as applicable,  and
               the rules and regulations promulgated by the SEC thereunder,  and
               did  not,  as of  their  respective  dates,  contain  any  untrue
               statement of a material  fact or omit to state any material  fact
               necessary in order to make the statements  contained therein,  in
               light of the  circumstances  under  which  they  were  made,  not
               misleading.  The financial  statements and the interim  financial
               statements  of TCO included in the SEC Reports  were  prepared in
               accordance with generally accepted accounting  principles (except
               as may be  indicated in the notes  thereto) and fairly  presented
               the financial  condition and results of operations of TCO and its
               subsidiaries  as at the dates  thereof and for the  periods  then
               ended,  subject, in the case of the interim financial statements,
               to  normal  year-end   adjustments  and  any  other   adjustments
               described therein;

          (ii) there has been no material  adverse  change in or  affecting  the
               business,  assets or financial condition of the Company since the
               most recent such filing;

          (iii)the  Company  and TCO have all  requisite  corporate  and limited
               partnership  authority  and power to  execute  and  deliver  this
               Private Placement Purchase Agreement,  the Registration Agreement
               (as hereinafter  defined),  the  Certificate  with Respect to Tax
               Matters of even date herewith executed
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               and delivered by the Company, and the Designation,  Distribution,
               Redemption,  Exchange, and Consent Provisions with Respect to the
               9% Series D Cumulative Redeemable Preferred Equity of the Company
               (collectively, the "Transaction Documents") and to consummate the
               transactions  contemplated thereby. The execution and delivery of
               the   Transaction   Documents   and  the   consummation   of  the
               transactions  contemplated  thereby  have been  duly and  validly
               authorized  by all  requisite  corporate  or limited  partnership
               action  on the  part  of  the  Company  and  TCO,  and  no  other
               proceedings  on the part of the Company or TCO are  necessary  to
               authorize  the   Transaction   Documents  or  to  consummate  the
               transactions  contemplated hereby. The Transaction Documents have
               been duly and validly  executed and  delivered by the Company and
               TCO.  The  Transaction  Documents  constitute  valid and  binding
               obligations  of the Company and TCO,  enforceable  in  accordance
               with their terms;

          (iv) neither  the   execution,   delivery  nor   performance   of  the
               Transaction  Documents by the Company or TCO will conflict  with,
               result in a default, right to accelerate or loss of rights under,
               or result in the  creation  of any  lien,  charge or  encumbrance
               pursuant   to,  any   provision   of  the   Company's   or  TCO's
               organizational  documents  or any  franchise,  mortgage,  deed of
               trust, lease,  license,  agreement,  understanding,  law, rule or
               regulation or any order, judgement or decree to which the Company
               or TCO is a party or by which the  Company or TCO may be bound or
               affected;

          (v)  the 1998 financial  statements of the Company and TCO,  including
               the notes thereto, and supporting schedules have been prepared in
               conformity  with GAAP  applied on a consistent  basis  (except as
               otherwise   noted  therein)  and  present  fairly  the  financial
               position of the Company and TCO as of the dates indicated and the
               results of its operations for the periods shown;

          (vi) there is no action, suit, proceeding or investigation pending or,
               to the Company's or TCO's knowledge, currently threatened against
               the  Company or TCO that  questions  the  validity  of any of the
               Transaction  Documents or the issuance of Parity Preferred Equity
               (as defined  below),  or the right of the Company or TCO to enter
               into  any of  the  Transaction  Documents  or to  consummate  the
               transactions  contemplated  thereby or that could  reasonably  be
               expected to  interfere  with the ability of the Company or TCO to
               perform their obligations thereunder;

          (vii)the Equity (as defined below) when issued,  sold and delivered by
               the Company,  shall be duly and validly  issued and  outstanding,
               fully  paid,  and  non-assessable  and will be free of any liens,
               claims, security interests, encumbrances,  restrictions or rights
               of third parties of any kind

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               (collectively,  "Encumbrances").  The Shares (as  defined  below)
               when issued in redemption of the Equity, shall be duly and valued
               issued and outstanding,  fully paid, and  non-assessable and will
               be free of any Encumbrances;

        (viii) a true and complete copy of the Company's Partnership Agreement
               is set forth as Exhibit A hereto.  There are no  interests in the
               Company authorized, issued or outstanding that rank senior to, or
               on a parity with, the Equity with respect to liquidation, winding
               up, dividends or distributions  other than the Series A Preferred
               Equity  and  Series  C  Preferred  Equity.  There  are no  equity
               interests  in TCO  authorized,  issued or  outstanding  that rank
               senior  to, or on a parity  with,  the  Shares  with  respect  to
               liquidation,  winding up, dividends or  distributions  other than
               the Series A Preferred Stock of TCO, the Series B Preferred Stock
               of TCO and the Series C Preferred  Stock of TCO, and TCO will not
               authorize,  create  or issue  any such  senior  equity  interests
               without the prior written consent of Subscriber; and

          (ix) the foregoing  representations and warranties will continue to be
               true and correct on the Closing Date (as defined below).

     (b)  The Company will make the tax and securities representations set forth
          on Exhibit B on the Closing Date.

     (c)  Counsel to the Company and TCO is concurrently  herewith  rendering an
          opinion to Subscriber attached hereto as Exhibit C.

2.   Sale of Equity

     (a)  The Company hereby agrees to sell to Subscriber, and Subscriber hereby
          agrees to purchase from the Company, $25,000,000 of Series D Preferred
          Equity of the Company (the "Equity"). The purchase price of the Equity
          is  $25,000,000,  and is payable in cash at the  Closing  (as  defined
          below).

     (b)  The sale and purchase of the Equity (the  "Closing")  shall take place
          at the  offices of  Subscriber  on  November  24,  1999 (the  "Closing
          Date").

     (c)  On the Closing Date,  Subscriber  shall, if the condition set forth in
          Section  2(d)  below is  satisfied  on the  Closing  Date,  pay to the
          Company by wire transfer of immediately  available  funds the purchase
          price of the Equity purchased by such Subscriber,  against delivery to
          the  Subscriber  of each of the  documents  set  forth on  Schedule  A
          attached hereto.

     (d)  It shall be a condition  to the Closing that the  Company's  and TCO's
          representations and warranties  hereunder then continue to be true and
          correct.

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3.   Registration

     (a)  TCO will file a  registration  statement  with respect to the Series D
          Preferred  Stock to be  issued to the  Company  upon  exchange  of the
          Equity  (the  "Shares"),  into such  shares,  in  accordance  with the
          Registration  Rights  Agreement  attached  hereto  as  Exhibit  D (the
          "Registration  Agreement")  which  is  being  executed  and  delivered
          simultaneously herewith.

4.   Covenants of the Company and TCO

     (a)  No later than June 30, 2000, TCO shall amend its Restated  Articles of
          Incorporation  so that TCO will have the authority to issue additional
          shares of preferred stock.  Simultaneously  therewith, TCO shall amend
          its  series  designation  creating  the  Series D  Preferred  Stock to
          increase the number of shares of Series D Preferred Stock constituting
          the  series to an amount  not less than  250,000  shares.  Thereafter,
          subject  to the Second  Amendment  and  Restatement  of  Agreement  of
          Limited  Partnership  of  the  Company,  as  amended,   including  the
          Designation,  Redemption, Exchange, and Voting Provisions with Respect
          to the Series D Preferred Equity (the  "Partnership  Agreement"),  the
          holders of the  Equity  will be able to  convert  $100 in  liquidation
          value of the  Equity  for one share of Series D  Preferred  Stock,  it
          being understood that the aggregate amount in liquidation value of the
          equity shall remain $25,000,000.

5.   Subscriber's Representations.

     (a)  Subscriber  represents  and warrants that it is purchasing  the Equity
          solely for  investment  solely for its own account and not with a view
          to or for the resale or distribution thereof except as permitted under
          the Registration  Agreement or as otherwise permitted under applicable
          law, including the Securities Act of 1933, as amended (the "Securities
          Act").

     (b)  Subscriber  understands  that it may sell or  otherwise  transfer  the
          Equity or the shares issuable on conversion of the Equity only if such
          transaction  is  duly  registered  under  the  Securities  Act,  or if
          Subscriber  shall have  received the  favorable  opinion of counsel to
          Subscriber,  which opinion shall be reasonably satisfactory to counsel
          to the Company,  to the effect that such sale or other transfer may be
          made in the absence of  registration  under the  Securities  Act,  and
          registration or qualification in every  applicable  state.  Subscriber
          realizes that the Equity is not a liquid  investment.  Subscriber  has
          the knowledge and experience to evaluate the Company and the risks and
          merits relating thereto.

     (c)  Subscriber  represents and warrants that  Subscriber is an "accredited
          investor"  as such term is  defined  in Rule 501 of the  Regulation  D
          promulgated  pursuant to the Securities  Act, and shall be such on the
          date any Equity is issued to Subscriber;

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<PAGE>

          Subscriber  acknowledges  that Subscriber is able to bear the economic
          risk of  losing  Subscriber's  entire  investment  in the  Equity  and
          understands  that an  investment in the Company  involves  substantial
          risks;  Subscriber  has the power  and  authority  to enter  into this
          Agreement,  and the execution and delivery of, and  performance  under
          this  Agreement,   shall  not  conflict  with  any  rule,  regulation,
          judgement or agreement  applicable to  Subscriber.  Subscriber has had
          the  opportunity  to discuss the Company's  affairs with the Company's
          officers.

     (d)  Subscriber  represents  and  warrants  that it was not  formed  with a
          principal purpose of permitting the Company to satisfy the 100 partner
          limitation of Treas. Reg. ss. 1.7704.1(h)(1)(ii).

6.   Execution of Partnership Agreement

     By executing this Private Placement Purchase  Agreement,  Subscriber agrees
     to be bound by and subject to the terms of the Partnership  Agreement as if
     a signatory thereto.

7.   Miscellaneous

     This Agreement may not be changed or terminated except by written agreement
     of both parties.  It shall be binding on the parties and on their permitted
     assigns. It sets forth all agreements of the parties,  and may be signed in
     counterparts.

     This Agreement shall be governed by, and construed in accordance  with, the
     laws of New York without regard to conflicts of law principles thereof. The
     federal and state courts sitting in New York, New York shall have exclusive
     jurisdiction over all matters relating to this Agreement.

     All   notices,   requests,   service  of  process,   consents,   and  other
     communications under this Agreement shall be in writing and shall be deemed
     to have been delivered (i) on the date personally delivered or (ii) one day
     after  properly  sent by  recognized  overnight  courier,  addressed to the
     respective parties at their address set forth in this Agreement or (iii) on
     the  day  transmitted  by  facsimile  so  long  as a  confirmation  copy is
     simultaneously  forwarded by  recognized  overnight  courier,  in each case
     addressed  to the  respective  parties at their  address  set forth in this
     Agreement.  Either  party  hereto  may  designate  a  different  address by
     providing  written  notice of such new address to the other party hereto as
     provided above.

Dated: November 24, 1999

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                                             THE TAUBMAN REALTY GROUP
                                             LIMITED PARTNERSHIP


                                             By: /s/     Robert S. Taubman
                                                 Name:   Robert S. Taubman
                                                 Title:  Authorized Signatory


                                             TAUBMAN CENTERS, INC.


                                             By: /s/     Robert S. Taubman
                                                 Name:   Robert S. Taubman
                                                 Title:  President and
SUBSCRIBER                                               Chief Executive Officer

GS-MSD Select Sponsors, L.P.

By:      GS-MSD 1999 exchange Advisors, l.L.C.


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

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