10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2004
Commission File No. 1-11530

Taubman Centers, Inc. (Exact name of registrant as specified in its charter)

Michigan	38-2033632
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

200 East Long Lake Road, Suite 300, P.O. Box 200, Bloomfield Hills, Michigan	48303-0200
(Address of principal executive offices)	(Zip Code)
(248) 258-6800
(Registrant’s telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     X. No      .

        Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes     X. No      .

        As of August 4, 2004, there were outstanding 48,008,562 shares of the Company’s common stock, par value $0.01 per share.

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements.

The following consolidated financial statements of Taubman Centers, Inc. (the Company) are provided pursuant to the requirements of this item.

Consolidated Balance Sheet as of June 30, 2004 and December 31, 2003	2
Consolidated Statement of Operations and Comprehensive Income for the three months ended June 30, 2004 and 2003	3
Consolidated Statement of Operations and Comprehensive Income for the six months ended June 30, 2004 and 2003	4
Consolidated Statement of Cash Flows for the six months ended June 30, 2004 and 2003	5
Notes to Consolidated Financial Statements	6

1

TAUBMAN CENTERS, INC.

CONSOLIDATED BALANCE SHEET
(in thousands, except share data)

	June 30 2004			December 31 2003
Assets:
Properties	$	2,556,980		$	2,519,922
Accumulated depreciation and amortization		(486,194	)		(450,515	)
	$	2,070,786		$	2,069,407
Investment in Unconsolidated Joint Ventures (Note 5)		26,583			6,093
Cash and cash equivalents (Note 6)		25,772			30,403
Accounts and notes receivable, less allowance for doubtful accounts of
$7,865 and $7,403 in 2004 and December 31, 2003		24,789			32,592
Accounts and notes receivable from related parties		1,878			1,679
Deferred charges and other assets		54,705			46,796
	$	2,204,513		$	2,186,970
Liabilities:
Notes payable (Note 6)	$	1,601,224		$	1,495,777
Accounts payable and accrued liabilities		207,924			258,938
Dividends and distributions payable		12,962			13,481
	$	1,822,110		$	1,768,196
Commitments and Contingencies (Notes 6 and 9)
Preferred Equity of TRG (Notes 1 and 7)	$	126,505		$	97,275
Partners' Equity of TRG allocable to minority partners (Note 1)
Shareowners' Equity:
Series A Cumulative Redeemable Preferred Stock, $0.01 par value,
8,000,000 shares authorized, $200 million liquidation preference,
8,000,000 shares issued and outstanding at June 30, 2004 and
December 31, 2003	$	80		$	80
Series B Non-Participating Convertible Preferred Stock, $0.001 par
and liquidation value, 40,000,000 shares authorized, 29,855,737
and 29,819,738 shares issued and outstanding at June 30, 2004 and
December 31, 2003		30			30
Series C Cumulative Redeemable Preferred Stock, $0.01 par
value, 2,000,000 shares authorized, $75 million liquidation preference,
none issued
Series D Cumulative Redeemable Preferred Stock, $0.01 par value,
250,000 shares authorized, $25 million liquidation preference, none issued
Series F Cumulative Redeemable Preferred Stock, $0.01 par value,
300,000 shares authorized, $30 million liquidation preference, none issued
Common Stock, $0.01 par value, 250,000,000 shares authorized,
48,008,562 and 49,936,786 shares issued and outstanding at June 30,
2004 and December 31, 2003		480			499
Additional paid-in capital		626,218			664,362
Accumulated other comprehensive income (loss)		(13,329	)		(12,593	)
Dividends in excess of net income		(357,581	)		(330,879	)
	$	255,898		$	321,499
	$	2,204,513		$	2,186,970

See notes to consolidated financial statements.

2

TAUBMAN CENTERS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except share data)

	Three Months Ended June 30
		2004			2003
Income:
Minimum rents		$	54,009		$	49,294
Percentage rents			70			335
Expense recoveries			32,990			32,739
Revenues from management, leasing, and development services			5,245			5,571
Other			6,623			5,732
		$	98,937		$	93,671
Operating Expenses:
Recoverable expenses		$	30,673		$	28,391
Other operating			8,683			9,037
Costs related to unsolicited tender offer, net of recoveries (Note 4)			(44	)		9,163
Management, leasing, and development services			4,985			5,513
General and administrative			5,322			6,297
Interest expense			23,153			20,532
Depreciation and amortization			23,512			21,029
		$	96,284		$	99,962
Income (loss) before equity in income of Unconsolidated Joint Ventures,
discontinued operations, and minority and preferred interests		$	2,653		$	(6,291	)
Equity in income of Unconsolidated Joint Ventures (Note 5)			8,779			8,282
Income before discontinued operations and minority and preferred interests		$	11,432		$	1,991
Discontinued operations:
Net gain on disposition of interest in center			153
Income (loss) from operations (Note 1)						(122	)
Income before minority and preferred interests		$	11,585		$	1,869
Minority interest in consolidated joint ventures			(7	)		242
Minority interest in TRG:
TRG income allocable to minority partners			(2,664	)		965
Distributions in excess of income allocable to minority partners			(6,192	)		(9,794	)
TRG Series C, D, and F preferred distributions (Note 1)			(2,489	)		(2,250	)
Net income (loss)		$	233		$	(8,968	)
Series A preferred stock dividends			(4,150	)		(4,150	)
Net income (loss) allocable to common shareowners		$	(3,917	)	$	(13,118	)
Net income (loss)		$	233		$	(8,968	)
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate instruments			2,828			(392	)
Reclassification adjustment for amounts recognized in net income			315			164
Comprehensive income (loss)		$	3,376		$	(9,196	)
Basic and diluted earnings per common share (Note 10):
Income (loss) from continuing operations		$	(0.08	)	$	(0.26	)
Net income (loss)		$	(0.08	)	$	(0.26	)
Cash dividends declared per common share		$	0.27		$	0.26
Weighted average number of common shares outstanding			49,089,844			50,142,939

See notes to consolidated financial statements.

3

TAUBMAN CENTERS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except share data)

	Six Months Ended June 30
		2004			2003
Income:
Minimum rents		$	107,646		$	99,393
Percentage rents			1,103			1,489
Expense recoveries			63,990			63,501
Revenues from management, leasing, and development services			10,229			10,363
Other			17,301			16,474
		$	200,269		$	191,220
Operating Expenses:
Recoverable expenses		$	58,459		$	55,705
Other operating			16,835			18,385
Costs related to unsolicited tender offer, net of recoveries (Note 4)			(1,044	)		19,012
Management, leasing, and development services			9,781			10,061
General and administrative			11,780			12,237
Interest expense			45,725			41,521
Depreciation and amortization			46,471			43,345
		$	188,007		$	200,266
Income (loss) before equity in income of Unconsolidated Joint Ventures,
discontinued operations, and minority and preferred interests		$	12,262		$	(9,046	)
Equity in income of Unconsolidated Joint Ventures (Note 5)			18,372			18,685
Income before discontinued operations and minority and preferred interests		$	30,634		$	9,639
Discontinued operations:
Net gain on disposition of interest in center			153
Income from operations (Note 1)						118
Income before minority and preferred interests		$	30,787		$	9,757
Minority interest in consolidated joint ventures			(185	)		90
Minority interest in TRG:
TRG income allocable to minority partners			(8,283	)		(242	)
Distributions in excess of income allocable to minority partners			(9,416	)		(17,054	)
TRG Series C, D, and F preferred distributions (Note 1)			(4,739	)		(4,500	)
Net income (loss)		$	8,164		$	(11,949	)
Series A preferred stock dividends			(8,300	)		(8,300	)
Net income (loss) allocable to common shareowners		$	(136	)	$	(20,249	)
Net income (loss)		$	8,164		$	(11,949	)
Other comprehensive income (loss):
Change in fair value of available-for-sale securities						(50	)
Realized loss on interest rate instruments			(6,054	)
Unrealized gain on interest rate instruments			4,688			645
Reclassification adjustment for amounts recognized in net income			630			328
Comprehensive income (loss)		$	7,428		$	(11,026	)
Basic and diluted earnings per common share (Note 10):
Income (loss) from continuing operations		$	0.00		$	(0.40	)
Net income (loss)		$	0.00		$	(0.40	)
Cash dividends declared per common share		$	0.54		$	0.52
Weighted average number of common shares outstanding			49,643,212			51,180,513

See notes to consolidated financial statements.

4

TAUBMAN CENTERS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)

	Six Months Ended June 30
		2004			2003
Cash Flows From Operating Activities:
Income before minority and preferred interests		$	30,787		$	9,757
Adjustments to reconcile income before minority and preferred interests
to net cash provided by operating activities:
Depreciation and amortization of continuing operations			46,471			43,345
Depreciation and amortization of discontinued operations						2,423
Provision for losses on accounts receivable			1,788			2,536
Gains on sales of land			(4,850	)		(957	)
Settlement of swap agreement (Note 6)			(6,054	)
Other			2,197			2,202
Increase (decrease) in cash attributable to changes in assets and liabilities:
Receivables, deferred charges and other assets			(3,084	)		(2,909	)
Accounts payable and other liabilities			(20,129	)		(822	)
Net Cash Provided by Operating Activities		$	47,126		$	55,575
Cash Flows From Investing Activities:
Additions to properties		$	(58,073	)	$	(82,398	)
Proceeds from sales of land			7,064			1,344
Acquisition of interests in centers (Note 3)			(3,288	)		(3,223	)
Contributions to Unconsolidated Joint Venture (Note 6)			(33,000	)
Distributions from Unconsolidated Joint Ventures in excess of income			12,698			37,167
Net Cash Used In Investing Activities		$	(74,599	)	$	(47,110	)
Cash Flows From Financing Activities:
Debt proceeds		$	783,376		$	379,398
Debt payments			(677,929	)		(330,101	)
Debt issuance costs			(7,644	)		(2,651	)
Issuance of common stock pursuant to Continuing Offer (Note 8)			1,187			1,529
Issuance of partnership units (Note 8)			2,644			50,000
Issuance of preferred equity (Note 7)			29,230
Repurchase of common stock (Note 7)			(50,178	)		(52,762	)
Distributions to minority and preferred interests			(22,438	)		(21,796	)
Cash dividends to Series A preferred shareowners			(8,300	)		(8,300	)
Cash dividends to common shareowners			(27,106	)		(27,164	)
Net Cash Provided By (Used In) Financing Activities		$	22,842		$	(11,847	)
Net Decrease In Cash and Cash Equivalents		$	(4,631	)	$	(3,382	)
Cash and Cash Equivalents at Beginning of Period			30,403			32,470
Cash and Cash Equivalents at End of Period		$	25,772		$	29,088

See notes to consolidated financial statements.

5

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Interim Financial Statements

        Taubman Centers, Inc. (the Company or TCO), a real estate investment trust, or REIT, is the managing general partner of The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG). The Operating Partnership is an operating subsidiary that engages in the ownership, management, leasing, acquisition, development, and expansion of regional retail shopping centers and interests therein. The Operating Partnership’s owned portfolio as of June 30, 2004 included 21 urban and suburban shopping centers in nine states. Another center is currently under construction in North Carolina.

        The consolidated financial statements of the Company include all accounts of the Company, TRG, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager). The Company also consolidates the accounts of the owner of the Oyster Bay project (Note 6), which qualifies as a variable interest entity under FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” (FIN 46) and in which the Operating Partnership holds the majority variable interest. All intercompany transactions have been eliminated. Investments in entities not controlled but over which the Company has significant influence (Unconsolidated Joint Ventures) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures and has concluded that the ventures are not variable interest entities as defined in FIN 46, as revised. Accordingly, the Company continues to account for its interests in these ventures under the guidance in Statement of Position 78-9 (SOP 78-9). The Company’s partners or other owners in these Unconsolidated Joint Ventures have important rights, as contemplated by paragraphs .09 and .10 of SOP 78-9, including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% investment in Westfarms is through a general partnership in which the other general partners have approval rights over annual operating budgets, capital spending, refinancing, or sale of the property. Under the equity method of accounting, the investments in Joint Ventures are initially recorded at cost, and subsequently increased for additional contributions and allocations of income and reduced for distributions received.

        At June 30, 2004, the Operating Partnership’s equity included four classes of preferred equity (Series A, C, D, and F) and the net equity of the partnership unitholders. Net income and distributions of the Operating Partnership are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in the Operating Partnership in accordance with their percentage ownership. The Series A Preferred Equity is owned by the Company and is eliminated in consolidation. The Series C, D, and F Preferred Equity are owned by institutional investors and have no stated maturity, sinking fund, or mandatory redemption requirements. The Series C and D Preferred Equity have a fixed 9% coupon rate and the Series F Preferred Equity has a fixed 8.2% coupon rate. The Company can redeem the Series C, D, and F Preferred Equity beginning in September 2004, November 2004, and May 2009, respectively. The Series C, D, and F Preferred Equity are convertible into Taubman Centers Preferred Stock beginning 10 years from the initial dates of issuance, having substantially similar terms as the related classes of preferred equity. The Series B Preferred Stock is currently held by partners in TRG other than the Company. The Series B Preferred Stock entitles its holders to one vote per share on all matters submitted to the Company’s shareholders and votes together with the common stock on all matters as a single class.

        Because the net equity of the Operating Partnership unitholders is less than zero, the interest of the noncontrolling unitholders is presented as a zero balance in the consolidated balance sheet as of June 30, 2004 and December 31, 2003. The income allocated to the noncontrolling unitholders is equal to their share of distributions. The net equity of the Operating Partnership is less than zero because of accumulated distributions in excess of net income and not as a result of operating losses. Distributions to partners are usually greater than net income because net income includes non-cash charges for depreciation and amortization.

6

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)

        The Company’s ownership in the Operating Partnership at June 30, 2004 consisted of a 60% managing general partnership interest, as well as the Series A Preferred Equity interest. The Company’s average ownership percentage in the Operating Partnership for both the six months ended June 30, 2004 and 2003 was 61%. At June 30, 2004, the Operating Partnership had 79,980,841 units of partnership interest outstanding, of which the Company owned 48,008,562. Included in the total units outstanding are 43,514 units issued in connection with the 1999 acquisition of Lord Associates that currently do not receive allocations of income or distributions, and 2,083,333 non-voting units issued in May 2003.

        Biltmore Fashion Park was sold in December 2003. The Company has separately presented the results of Biltmore Fashion Park as discontinued operations through the date of the sale. In 2004, the Company recognized a $0.2 million adjustment to the gain on the disposition of the center.

        The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

        Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted.

        Certain prior year amounts have been reclassified to conform to 2004 classifications.

Note 2 – Income Taxes

        The Company’s Taxable REIT Subsidiaries are subject to corporate level income taxes, which are provided for in the Company’s financial statements. The Company’s deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced, if necessary, by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence. The Company’s temporary differences primarily relate to deferred compensation and depreciation. During the three and six months ended June 30, 2004, the Company’s federal income tax expense was zero as a result of a net operating loss incurred from its Taxable REIT Subsidiaries. As of June 30, 2004, the Company had a net deferred tax asset of $3.4 million, after a valuation allowance of $10.3 million.

Note 3 – Acquisitions

        In January 2004, the Company purchased the additional 30% ownership of Beverly Center from Sheldon Gordon and the estate of E. Phillip Lyon. Consideration of approximately $11 million for this interest consisted of $3.3 million in cash and 276,724 of newly issued partnership units valued at $27.50 per unit. The price of the acquisition was determined pursuant to a 1988 option agreement between the Company and a partnership controlled by Mr. Gordon and Mr. Lyon. The Company has carried the $11 million net exercise price as a liability on its balance sheet. The Company already recognized 100% of the financial results of the center in its financial statements.

Note 4 – Unsolicited Tender Offer

        During the six months ended June 30, 2004, the Company received $1.0 million in insurance recoveries relating to the unsolicited tender offer and related litigation, which were withdrawn and ended in October 2003. Costs incurred in connection with the unsolicited tender offer were $19.0 million during the six months ended June 30, 2003. All costs have been paid and no additional insurance recoveries are expected.

7

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

Note 5 — Investments in Unconsolidated Joint Ventures

        The Company has investments in joint ventures that own shopping centers. The Operating Partnership is the managing general partner or managing member of these Unconsolidated Joint Ventures, except for the ventures that own Arizona Mills, The Mall at Millenia, and Waterside Shops at Pelican Bay.

Shopping Center	Ownership as of June 30, 2004
Arizona Mills	50	%
Fair Oaks	50
The Mall at Millenia	50
Stamford Town Center	50
Sunvalley	50
International Plaza	26	(Note 12)
Cherry Creek	50
Waterside Shops at Pelican Bay	25
Westfarms	79
Woodland	50

        As of June 30, 2004, the Operating Partnership has a preferred investment in International Plaza of $14.1 million, on which an annual preferential return of 8.25% will accrue. In addition to the preferred return on its investment, the Operating Partnership is entitled to receive the balance of its preferred investment before any available cash will be utilized for distributions to non-preferred partners. In July 2004, the Operating Partnership acquired an additional interest in this center (Note 12).

        The Company’s carrying value of its Investment in Unconsolidated Joint Ventures differs from its share of the partnership equity reported in the combined balance sheet of the Unconsolidated Joint Ventures due to (i) the Company’s cost of its investment in excess of the historical net book values of the Unconsolidated Joint Ventures and (ii) the Operating Partnership’s adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the Unconsolidated Joint Ventures. The Company’s additional basis allocated to depreciable assets is recognized on a straight-line basis over 40 years. The Operating Partnership’s differences in bases are amortized over the useful lives of the related assets.

        Combined balance sheet and results of operations information is presented in the following table for all Unconsolidated Joint Ventures, followed by the Operating Partnership’s beneficial interest in the combined information. The combined information of the Unconsolidated Joint Ventures as of December 31, 2003 excludes the balances of Waterside Shops at Pelican Bay. A 25% interest in this center was acquired in December 2003. TRG’s basis adjustments as of June 30, 2004 include $67 million, $8 million, and $8 million related to the acquisitions of interests in Sunvalley, Arizona Mills, and Waterside, respectively, representing the differences between the acquisition prices and the book values of the ownership interests acquired. These amounts are being depreciated over the remaining useful lives of the underlying assets. Beneficial interest is calculated based on the Operating Partnership’s ownership interest in each of the Unconsolidated Joint Ventures.

8

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

	June 30 2004			December 31 2003
Assets:
Properties	$	1,334,405		$	1,250,964
Accumulated depreciation and amortization		(375,415	)		(331,321	)
	$	958,990		$	919,643
Cash and cash equivalents		19,953			28,448
Accounts and notes receivable		21,405			16,504
Deferred charges and other assets		29,041			29,526
	$	1,029,389		$	994,121
Liabilities and accumulated deficiency in assets:
Notes payable	$	1,274,033		$	1,345,824
Accounts payable and other liabilities		66,284			61,614
TRG's accumulated deficiency in assets		(194,365	)		(231,456	)
Unconsolidated Joint Venture Partners' accumulated
deficiency in assets		(116,563	)		(181,861	)
	$	1,029,389		$	994,121
TRG's accumulated deficiency in assets (above)	$	(194,365	)	$	(231,456	)
TRG's investment in Waterside Shops at Pelican Bay					22,129
TRG basis adjustments, including elimination of
intercompany profit		103,261			96,213
TCO's additional basis		117,687			119,207
Investment in Unconsolidated Joint Ventures	$	26,583		$	6,093

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Revenues	$	79,527		$	79,840		$	159,559		$	159,221
Recoverable and other operating expenses	$	29,132		$	29,464		$	57,377		$	56,554
Interest expense		19,405			20,936			39,586			40,656
Depreciation and amortization		14,172			14,321			27,065			27,506
Total operating costs	$	62,709		$	64,721		$	124,028		$	124,716
Net income	$	16,818		$	15,119		$	35,531		$	34,505
Net income allocable to TRG	$	8,559		$	8,015		$	18,228		$	18,312
Realized intercompany profit and TRG's
additional basis		980			1,027			1,664			1,893
Depreciation of TCO's additional basis		(760	)		(760	)		(1,520	)		(1,520	)
Equity in income of Unconsolidated Joint Ventures	$	8,779		$	8,282		$	18,372		$	18,685
Beneficial interest in Unconsolidated Joint Ventures'
operations:
Revenues less recoverable and other operating
expenses	$	27,278		$	28,121		$	55,144		$	57,429
Interest expense		(10,187	)		(10,953	)		(20,761	)		(21,293	)
Depreciation and amortization		(8,312	)		(8,886	)		(16,011	)		(17,451	)
Equity in income of Unconsolidated Joint Ventures	$	8,779		$	8,282		$	18,372		$	18,685

9

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

Note 6 – Beneficial Interest in Debt and Interest Expense

        In June 2004, the Company completed a $115 million refinancing of the $74 million outstanding balance of the existing construction loan on Stony Point Fashion Park. The 10-year mortgage loan bears an all-in interest rate of 6.28%. The Company used the excess proceeds to pay down lines of credit and to pay off the $10.2 million outstanding balance of the land loan on The Shops at Willow Bend.

        In May 2004, the Operating Partnership entered into a series of agreements related to a project at Oyster Bay, New York. The property is being developed in a build-to-suit structure to facilitate a 1031 like-kind exchange in order to provide flexibility for disposing of assets in the future. While the Company has no specific asset sale in mind, the Company is committed to recycling its capital over time and believes that this planning will facilitate future transactions. A third party acquired the Operating Partnership’s option to purchase land at Oyster Bay, New York and reimbursed it for its project costs to date. Subsequently, the third party acquired the land and became the owner of the project. The Operating Partnership is the developer of the project and has an option to purchase the project. The owner will provide 3% of project funding and will lease the property to a wholly owned subsidiary of the Operating Partnership. A senior lender will provide 62% of the project costs at a rate of LIBOR plus 2.0%. A wholly owned subsidiary of the Operating Partnership will provide 35% of the project funding under a junior subordinated financing at LIBOR plus 2.75% to the owner. The Operating Partnership will also guarantee the lease payments and the completion of the project. The lease payments are structured to cover debt service on the senior loan, junior loan, a return (greater of LIBOR plus 4.0% or 8.0%) on the owner’s 3% equity investment during the term of the lease, and repayment of the principal and 3% equity contribution upon termination. As of June 30, 2004, the balances of the senior loan and owner equity contribution were $35.9 million and $1.7 million, respectively; the senior loan is limited to a total commitment of $62 million until zoning is obtained. The Operating Partnership consolidates the owner and other entities described above and the junior loan and other intercompany transactions are eliminated in consolidation.

        In April 2004, the Company completed a $140 million three-year refinancing of the $130.6 million outstanding balance of the existing construction loan on The Mall at Wellington Green. The loan bears interest at a rate of LIBOR plus 1.5%. The payment of principal and interest is guaranteed 100% by the Operating Partnership. The Company used the excess proceeds to pay down lines of credit.

        In February 2004, the Company completed a $145 million refinancing, secured by a mortgage on Dolphin Mall. The loan matures in February 2006 and may be extended for a total of three years. The loan bears interest at a rate of LIBOR plus 2.15%. The payment of principal and interest is guaranteed 100% by the Operating Partnership. Proceeds from the financing were used to repay the existing $142 million loan.

        Also in February 2004, the $66 million loan on Woodland was repaid by the joint venture partners. The Operating Partnership used borrowings under a line of credit for its 50% share of the repayment.

        In January 2004, the Company completed a $347.5 million refinancing on Beverly Center. The 10-year mortgage loan carries an all-in interest rate of 5.5%. Proceeds were used to pay off the $146 million 8.36% mortgage, pay down lines of credit and $20 million of the Wellington construction loan, and pay transaction fees. At the time of the refinancing, the forward-starting swaps hedging the planned Beverly refinancing were cash settled for $6.0 million. This realized loss is included in Accumulated OCI and is being recognized as interest expense over the ten-year term of the debt.

        Payments of principal and interest on the loans in the following table are guaranteed by the Operating Partnership as of June 30, 2004.

Center	Loan balance as of 6/30/04		TRG's beneficial interest in loan balance as of 6/30/04		Amount of loan balance guaranteed by TRG as of 6/30/04		% of loan balance guaranteed by TRG		% of interest guaranteed by TRG
	(in millions of dollars)
Dolphin Mall	144	.5	144	.5	144	.5	100	%	100	%
The Mall at Millenia	2	.0	1	.0	1	.0	50		50
The Mall at Wellington Green	140	.0	126	.0	140	.0	100		100
The Shops at Willow Bend	148	.1	148	.1	148	.1	100		100

10

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

        In addition to the guarantees shown above, payments of rent and all other sums payable related to the Oyster Bay arrangement as described above are also guaranteed by the Operating Partnership. The Northlake Mall loan is also guaranteed by the Operating Partnership (Note 12).

        The Company is required to escrow cash balances for specific uses stipulated by its lenders, including ground lease payments, taxes, insurance, debt service, capital improvements, leasing costs, and tenant allowances. As of June 30, 2004 and December 31, 2003, the Company’s cash balances restricted for these uses were $20.5 million and $8.4 million, respectively.

        The Operating Partnership’s beneficial interest in the debt, capital lease obligations, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership’s beneficial interest in consolidated subsidiaries excludes debt and interest relating to the minority interests in MacArthur Center (5% as of July 2003), The Mall at Wellington Green, and prior to March 2003, Great Lakes Crossing. Also excluded from this table is Biltmore Fashion Park, which is classified as discontinued operations through the date of its sale.

	At 100%		At Beneficial Interest
	Consolidated Subsidiaries	Unconsolidated Joint Ventures	Consolidated Subsidiaries	Unconsolidated Joint Ventures
Debt as of:
June 30, 2004	$1,601,224	$1,274,033	$1,580,229	$652,513
December 31, 2003	1,495,777	1,345,824	1,473,680	688,406
Capital lease obligations
June 30, 2004	$8,079	$148	$8,079	$74
December 31, 2003	8,038	168	8,038	84
Capitalized Interest:
Six months ended June 30, 2004	$2,458		$2,458
Six months ended June 30, 2003	4,929		4,832
Interest Expense:
Six months ended June 30, 2004	$45,725	$39,586	$45,212	$20,761
Six months ended June 30, 2003	41,521	40,656	39,415	21,293

Note 7 – Equity Transactions

        During 2004, under an existing buyback program, the Company repurchased 2,447,781 shares of its common stock at an average price of $20.50. For each share of stock repurchased, an equal number of Operating Partnership units were redeemed. Cumulatively, since the program’s inception in March 2000, the Company has repurchased approximately 9.6 million shares for a total of $150 million, the maximum amount permitted under the program. Repurchases of common stock have been financed through general corporate funds, including equity issuances, and through borrowings under existing lines of credit.

        In May 2004, the Company completed a $30 million private placement of preferred equity in the Operating Partnership. The Series F Preferred Equity was purchased by an institutional investor, and has a fixed 8.2% coupon and no stated maturity, sinking fund, or mandatory redemption requirements. The Series F Preferred Equity is convertible into Taubman Centers Series F Preferred Stock in ten years, having substantially similar terms to the Preferred Equity. The Preferred Equity is callable in five years by the Operating Partnership.

11

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

Note 8 – Incentive Option Plan

        The Operating Partnership has an incentive option plan for employees of the Manager. Incentive options generally become exercisable to the extent of one-third of the units on each of the third, fourth, and fifth anniversaries of the date of grant. Options expire ten years from the date of grant. The Operating Partnership’s units issued in connection with the incentive option plan are exchangeable for shares of the Company’s common stock under the Continuing Offer (Note 9).

        There were options for 312,012 units exercised during the six months ended June 30, 2004 at an average exercise price of $12.28 per unit. During the six months ended June 30, 2003, options for 125,415 units were exercised at a weighted average price of $12.20 per unit. Of the options exercised during 2004, 217,259 were exercised at $12.17 per unit by executive officers of the Company who elected to hold the units instead of exchanging them for common shares under the Continuing Offer. There were no options granted during the six months ended June 30, 2004 and 2003. As of June 30, 2004, there were options for 1.1 million units outstanding with a weighted average exercise price of $12.11 per unit, all of which were vested.

        Currently, options for 3.3 million Operating Partnership units may be issued under the plan, including options outstanding for 1.1 million units. When the holder of an option elects to pay the exercise price by surrendering mature partnership units, only those units issued to the holder in excess of the number of units surrendered are counted for purposes of determining the remaining number of units available for future grants under the plan.

        In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123". This Statement amends FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the prospective method of implementing SFAS No. 148, applying its expense recognition provisions to all employee awards granted, modified, or settled after January 1, 2003. During the six months ended June 30, 2004 and 2003, there would have been no additional compensation expense if the Company applied the fair value method of SFAS No. 148 to its existing options, as all were vested.

Note 9 — Commitments and Contingencies

        At the time of the Company’s initial public offering (IPO) and acquisition of its partnership interest in the Operating Partnership, the Company entered into an agreement (the Cash Tender Agreement) with A. Alfred Taubman, who owns an interest in the Operating Partnership, whereby he has the annual right to tender to the Company units of partnership interest in the Operating Partnership (provided that the aggregate value is at least $50 million) and cause the Company to purchase the tendered interests at a purchase price based on a market valuation of the Company on the trading date immediately preceding the date of the tender. The Company will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of the Company’s common stock. Generally, the Company expects to finance these purchases through the sale of new shares of its stock. The tendering partner will bear all market risk if the market price at closing is less than the purchase price and will bear the costs of sale. Any proceeds of the offering in excess of the purchase price will be for the sole benefit of the Company. At A. Alfred Taubman’s election, his family and certain others may participate in tenders.

        Based on a market value at June 30, 2004 of $22.89 per common share, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was approximately $570 million. The purchase of these interests at June 30, 2004 would have resulted in the Company owning an additional 31% interest in the Operating Partnership.

12

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

        The Company has made a continuing, irrevocable offer to all present holders (other than certain excluded holders, including A. Alfred Taubman), assignees of all present holders, those future holders of partnership interests in the Operating Partnership as the Company may, in its sole discretion, agree to include in the continuing offer, and all existing and future optionees under the Operating Partnership’s incentive option plan to exchange shares of common stock for partnership interests in the Operating Partnership (the Continuing Offer). Under the Continuing Offer agreement, one unit of the Operating Partnership interest is exchangeable for one share of the Company’s common stock.

        In April 2004, the Company announced that it had been informed by General Motors pension trusts (GMPT) of its intention to pursue a recapitalization of its wholly-owned mall portfolio, which the Company currently manages. This initiative may include the sale of partial or full interests in one or more of eight of GMPT’s nine wholly-owned malls. The third-party management contracts continue to be in effect and the Company is actively managing and leasing the properties. If at some future date, GMPT cancels any of these contracts, 90 days notice is required. The Company expects that any transaction that might result, including a cancellation of any or all eight of the center contracts, would have a non-material effect on its earnings for 2004 (excluding the impact of any potential non-recurring organizational charges). The Company allocates to these contracts $3 million to $5 million of annual overhead costs that would not be eliminated if all of the GMPT contracts were to be cancelled.

        The Company is not currently involved in any material litigation, nor to its knowledge is any material litigation threatened against it.

        Refer to Note 6 for the Operating Partnership’s guarantees of certain notes payable.

Note 10 — Earnings Per Share

        Basic earnings per share amounts are based on the weighted average of common shares outstanding for the respective periods. Diluted earnings per share amounts are based on the weighted average of common shares outstanding plus the dilutive effect of common stock equivalents. Common stock equivalents include outstanding partnership units exchangeable for common shares under the Continuing Offer, outstanding options for units of partnership interest under the Operating Partnership’s incentive option plan, and unissued partnership units under unit option deferral elections. In computing the potentially dilutive effect of these common stock equivalents, they are assumed to be exchanged for common shares under the Continuing Offer, increasing the weighted average number of shares outstanding. The potentially dilutive effects of partnership units outstanding and/or issuable under the unit option deferral elections are calculated using the if-converted method, while the effects of partnership units that would result from the exercise of options are calculated using the treasury stock method. Prior to 2004, diluted earnings per share was computed assuming the Company’s ownership interest in the Operating Partnership (and therefore earnings) were adjusted for additional partnership units issuable for outstanding options and unit option deferral elections, without assuming their exchange for common shares under the Continuing Offer. Earnings per share under this method were not materially different than the results of the method used in 2004.

        As of June 30, 2004, there were options for 1.1 million units of partnership interest outstanding that were excluded from the computation of diluted earnings per share in 2004, as their effect was antidilutive. Additionally, as of June 30, 2004, there were 7.4 million partnership units outstanding and 0.9 million unissued partnership units under unit option deferral elections currently receiving income allocations equal to distributions paid (Note 1), which may be exchanged for common shares of the Company under the Continuing Offer (Note 9). These outstanding units and unissued units could only be dilutive to earnings per share if the minority interests' ownership share of the Operating Partnership's income was greater than their share of distributions.

13

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Income (loss) from continuing operations allocable to
common shareowners (Numerator):
Net income (loss) allocable to common shareowners	$	(3,917	)	$	(13,118	)	$	(136	)	$	(20,249	)
Common shareowners' share of discontinued
operations		(93	)		90			(93	)		(41	)
Basic income (loss) from continuing operations	$	(4,010	)	$	(13,028	)	$	(229	)	$	(20,290	)
Effect of dilutive options											(10	)
Diluted income (loss) from continuing operations	$	(4,010	)	$	(13,028	)	$	(229	)	$	(20,300	)
TCO Shares - basic and diluted (Denominator)		49,089,844			50,142,939			49,643,212			51,180,513
Income (loss) from continuing operations per
common share - basic and diluted	$	(0.08	)	$	(0.26	)	$	(0.00	)	$	(0.40	)
Income (loss) from discontinued operations per
common share – basic and diluted	$	0.00		$	0.00		$	0.00		$	0.00

Note 11 – Cash Flow Disclosures and Noncash Investing and Financing Activities

        Interest paid on mortgage notes and other loans of the Company’s continuing operations during the six months ended June 30, 2004 and 2003, net of amounts capitalized of $2.5 million and $4.9 million, was $41.6 million and $38.8 million, respectively. Interest paid on mortgage notes and other loans of discontinued operations during the six months ended June 30, 2003, was $3.0 million.

        During the six months ended June 30, 2004, Operating Partnership units valued at $7.6 million were issued in connection with the Company’s acquisition of the outside interest in Beverly Center (Note 3).

Note 12 – Subsequent Events

        In July 2004, the Company acquired an additional 23.6% interest in International Plaza from an outside partner for $60.2 million in cash, increasing its ownership in the center to 50.1%. The center is encumbered by a $187.5 million mortgage; the beneficial interest in the debt attributable to the additional interest acquired is $44.3 million. In conjunction with the purchase, the Company also repaid its $20 million note to the former investor, which carried an interest rate of 13%. As a result of the acquisition, the Company has a controlling interest in the center and will consolidate it as of the purchase date.

        Also in July 2004, the Company closed on a $142 million construction facility for Northlake Mall. This loan has a three-year maturity with two one-year extension options and bears interest at a rate of LIBOR plus 1.75%. The payment of principal and interest is guaranteed 100% by the Operating Partnership. The amounts guaranteed and the interest rate on the loan may be reduced as certain performance and valuation criteria are met.

14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs concerning future events, including the following: statements regarding future developments and joint ventures, rents and returns, statements regarding the continuation of trends, and any statements regarding the sufficiency of our cash balances and cash generated from operating and financing activities for our future liquidity and capital resource needs. We caution that although forward-looking statements reflect our good faith beliefs and best judgment based upon current information, these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including those risks, uncertainties, and factors detailed from time to time in reports filed with the SEC, and in particular those set forth under the headings “General Risks of the Company” and “Environmental Matters” in our Annual Report on Form 10-K. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements of Taubman Centers, Inc. and the Notes thereto.

General Background and Performance Measurement

        Taubman Centers, Inc. (“we”, “us”, “our” or “TCO”) owns a managing general partner’s interest in The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG), through which we conduct all of our operations. The Operating Partnership owns, develops, acquires, and operates regional shopping centers nationally. The Consolidated Businesses consist of shopping centers that are controlled by ownership or contractual agreement, development projects for future regional shopping centers, variable interest entities for which we are the primary beneficiary, and The Taubman Company LLC (the Manager). Shopping centers owned through joint ventures that are not controlled but over which we have significant influence (Unconsolidated Joint Ventures) are accounted for under the equity method.

        References in this discussion to “beneficial interest” refer to our ownership or pro-rata share of the item being discussed. Also, the operations of the shopping centers are often best understood by measuring their performance as a whole, without regard to our ownership interest. Consequently, in addition to the discussion of the operations of the Consolidated Businesses, the operations of the Unconsolidated Joint Ventures are presented and discussed as a whole.

        Tenant sales and sales per square foot information are operating statistics used in measuring the productivity of the portfolio and are based on reports of sales furnished by mall tenants.

        There are a number of items that affect the comparability of information used in measuring performance. During 2003, we opened Stony Point Fashion Park, acquired an interest in Waterside Shops at Pelican Bay, and sold our interest in Biltmore Fashion Park. Additional “comparable center” statistics that exclude Biltmore, Stony Point, and Waterside are provided to present the performance of comparable centers in our continuing operations.

Current Operating Trends and Other Recent Events

        Our tenant sales statistics have continued to improve through the second quarter of 2004, with sales per square foot increasing 8.3% over the second quarter of 2003. Sales directly impact the amount of percentage rents certain tenants and anchors pay. The effects of increases or declines in sales on our operations are moderated by the relatively minor share of total rents (approximately two percent) percentage rents represent. However, a sustained trend in sales does impact, either negatively or positively, our ability to lease vacancies and negotiate rents at advantageous rates.

        In the second quarter of 2004, ending occupancy improved over the first quarter of 2004. Although occupancy is down in comparison to the second quarter of 2003, we continue to anticipate occupancy variances will turn positive in the third quarter and that we will end the year ahead of not only 2003‘s ending occupancy, but also of 2002‘s ending occupancy of 87%. Refer to “Seasonality” for occupancy and leased space statistics. Increased income from temporary in-line tenants and specialty leasing, which have become an integral part of our business, continues to partially offset the impact of lower occupancy in the portfolio. Temporary tenants, defined as those with lease terms less than 12 months, are not included in occupancy or leased space statistics. As of June 30, 2004, approximately 2.4% of space was occupied by temporary tenants, an increase of 0.9%, from 1.5% at June 30, 2003. Including temporary tenants, occupancy was 87.6% at June 30, 2004, an increase from 87.0% at June 30, 2003. Lease cancellation income can also moderate the effect of lower occupancy. During the second quarter of 2004, we recognized our approximately $1.6 million and $0.4 million share of the Consolidated Businesses’ and Unconsolidated Joint Ventures’ lease cancellation revenue.

15

        As leases have expired in the shopping centers, we have generally been able to rent the available space, either to the existing tenant or a new tenant, at rental rates that are higher than those of the expired leases. In periods of increasing sales, such as those we are currently experiencing, rents on new leases will tend to rise as tenants’ expectations of future growth become more optimistic. In periods of slower growth or declining sales, rents on new leases will grow more slowly or may decline for the opposite reason. However, center revenues nevertheless increase as older leases roll over or are terminated early and replaced with new leases negotiated at current rental rates that are usually higher than the average rates for existing leases. Rent per square foot information for our consolidated businesses and unconsolidated joint ventures follows:

	Three Months Ended June 30			Six Months Ended June 30
	2004		2003	2004	2003
Average rent per square foot:
Consolidated Businesses	$40.92		$39.32	$40.94	$39.70
Unconsolidated Joint Ventures	42.72		42.52	42.80	42.62
Opening base rent per square foot:
Consolidated Businesses	$44.76		$47.69	$46.06	$40.21
Unconsolidated Joint Ventures	44.37		35.98	48.01	41.22
Square feet of GLA opened	236,856		223,963	449,840	516,676
Closing base rent per square foot:
Consolidated Businesses	$38.40		$46.53	$43.29	$42.81
Unconsolidated Joint Ventures	44.89		33.23	46.55	41.16
Square feet of GLA closed	195,782		214,911	559,291	689,470
Releasing spread per square foot:
Consolidated Businesses	$6.36		$1.16	$2.77	$(2.60	)
Unconsolidated Joint Ventures	(0.52	)	2.75	1.46	0.06

        The spread between rents on openings and closings may not be indicative of future periods, as this statistic is not computed on comparable tenant spaces, and can vary significantly from quarter to quarter depending on the total amount, location, and average size of tenant space opening and closing in the period.

        In July 2004, we acquired an additional 23.6% interest in International Plaza, increasing our ownership in the center to 50.1% (see Subsequent Events).

        We have been very active in managing our balance sheet, completing a series of new financings or refinancings of existing debt as outlined under “Debt and Equity Transactions.” We believe our balance sheet management — both for debt and equity — will continue to minimize exposure to interest rate risk and ensure adequate liquidity over the coming years.

        In April 2004, we announced that we had been informed by GMPT of its intention to pursue a recapitalization of its wholly-owned mall portfolio, which we currently manage. This initiative may include the sale of partial or full interests in one or more of eight of GMPT’s nine wholly-owned malls. The third-party management contracts continue to be in effect and we are actively managing and leasing the properties. If at some future date, GMPT cancels any of these contracts, 90 days notice is required. We expect that any transaction that might result, including a cancellation of any or all eight of the center contracts, would have a non-material effect on our earnings for 2004 (excluding the impact of any potential non-recurring organizational charges). We allocate $3 million to $5 million of annual overhead costs that would not be eliminated if all of the GMPT contracts were to be cancelled. The estimate of the effect of any cancellations of the contracts is a forward-looking statement and certain significant factors could cause the actual results to differ materially, including but not limited to: (1) the timing of the notices of cancellation of the management contracts, and (2) the number of centers for which contracts will be cancelled.

16

        In July 2003, May Company (May) announced that it intends to divest 32 of its 86 Lord & Taylor stores, including four at our centers. May had also announced in its press release that it will continue to fulfill its obligations under existing documents to operate each store until satisfactory arrangements can be negotiated to divest each location. Lord & Taylor has closed at International Plaza and The Mall at Wellington Green and we have purchased the spaces. We have announced that a 120,000 square foot Robb & Stucky furniture and design studio showroom will open at International Plaza in early 2005. The new store will occupy the entire first level and part of the second level of the former Lord & Taylor space. Plans also include an additional 20,000 square feet of specialty shop space on the second level with retailers to be announced at a future date. We are in discussions with potential tenants for the former Lord & Taylor space at Wellington Green and are optimistic that the center will benefit from a new use of the building. May is continuing to operate the Lord & Taylor stores at the remaining two centers although we are continuing discussions with May about the future of these stores.

Seasonality

        The regional shopping center industry is seasonal in nature, with mall tenant sales highest in the fourth quarter due to the Christmas season, and with lesser, though still significant, sales fluctuations associated with the Easter holiday and back-to-school events. While minimum rents and recoveries are generally not subject to seasonal factors, most leases are scheduled to expire in the first quarter, and the majority of new stores open in the second half of the year in anticipation of the Christmas selling season. Additionally, most percentage rents are recorded in the fourth quarter. Accordingly, revenues and occupancy levels are generally highest in the fourth quarter. Included in revenues are gains on sales of peripheral land and lease cancellation income that may vary significantly from quarter to quarter.

	1st Quarter 2003		2nd Quarter 2003		3rd Quarter 2003		4th Quarter 2003		Total 2003		1st Quarter 2004		2nd Quarter 2004
	(in thousands)
Mall tenant sales	$706,227		$764,404		$775,154		$1,171,787		$3,417,572		$796,868		$833,223
Revenues:
Consolidated Businesses	$97,549		$93,671		$92,666		$104,597		$388,483		$101,332		$98,937
Unconsolidated Joint Ventures	79,381		79,840		75,714		85,053		319,988		80,032		79,623
Occupancy:
Ending-comparable	85.4	%	85.3	%	85.2	%	85.8	%	85.8	%	84.3	%	84.8	%
Average-comparable	85.6		85.4		85.3		85.8		85.5		84.7		84.6
Ending	85.5		85.5		85.2		86.1		86.1		84.8		85.2
Average	85.7		85.4		85.4		85.9		85.6		85.1		85.0
Leased space:
Comparable	88.5	%	88.0	%	88.1	%	88.0	%	88.0	%	87.7	%	87.9	%
All centers	88.6		88.0		88.4		88.4		88.4		88.0		88.2

        Because the seasonality of sales contrasts with the generally fixed nature of minimum rents and recoveries, mall tenant occupancy costs (the sum of minimum rents, percentage rents, and expense recoveries) relative to sales are considerably higher in the first three quarters than they are in the fourth quarter.

	1st Quarter 2003		2nd Quarter 2003		3rd Quarter 2003		4th Quarter 2003		Total 2003		1st Quarter 2004		2nd Quarter 2004
Consolidated Businesses:
Minimum rents	12.4	%	11.1	%	11.6	%	8.1	%	10.5	%	11.6	%	11.1	%
Percentage rents	0.3						0.3		0.2		0.3
Expense recoveries	6.3		6.3		5.4		4.0		5.3		5.5		5.8
Mall tenant occupancy costs	19.0	%	17.4	%	17.0	%	12.4	%	16.0	%	17.4	%	16.9	%
Unconsolidated Joint Ventures:
Minimum rents	12.6	%	11.6	%	11.4	%	7.9	%	10.5	%	10.9	%	10.4	%
Percentage rents	0.2		0.1		0.1		0.2		0.2		0.4		0.1
Expense recoveries	5.5		5.7		4.7		3.8		4.7		4.9		4.6
Mall tenant occupancy costs	18.3	%	17.4	%	16.2	%	11.9	%	15.4	%	16.2	%	15.1	%

17

Results of Operations

Openings and Acquisitions

        In January 2004, we purchased the additional 30% ownership of Beverly Center from Sheldon Gordon and the estate of E. Phillip Lyon. Consideration of approximately $11 million for this interest consisted of $3.3 million in cash and 276,724 of newly issued partnership units valued at $27.50 per unit. The price of the acquisition was determined pursuant to a 1988 option agreement between us and a partnership controlled by Mr. Gordon and Mr. Lyon. We have carried the $11 million net exercise price as a liability on our balance sheet. We already recognized 100% of the financial results of the center in our financial statements.

        In December 2003, we acquired a 25% interest in Waterside Shops at Pelican Bay for $22 million in cash. We are exploring redevelopment opportunities along with our partner, the Forbes Company, which is managing the center.

        Stony Point Fashion Park, a wholly-owned regional center, opened in September 2003.

        In July 2003, we acquired an additional 25% interest in MacArthur Center, bringing our ownership in the shopping center to 95%, for $4.9 million in cash and 190,909 operating partnership units.

        In March 2003, we acquired the 15% minority interest in Great Lakes Crossing for $3.2 million in cash, pursuant to a favorable pricing formula pre-established in the partnership agreement, bringing our ownership in the center to 100%.

Debt and Equity Transactions

        In June 2004, we completed a $115 million refinancing of the $74 million outstanding balance of the existing construction loan on Stony Point Fashion Park. The 10-year mortgage loan bears an all-in interest rate of 6.28%. We used the excess proceeds to pay down lines of credit and to pay off the $10.2 million outstanding balance of the land loan on The Shops at Willow Bend.

        In May 2004, we entered into a series of agreements related to a project at Oyster Bay, New York (refer to Liquidity and Capital Resources-Planned Capital Spending regarding this project and Liquidity and Capital Resources-Contractual Obligations regarding the financing structure).

        Also in May 2004, we completed a $30 million private placement of 8.2% Series F Cumulative Redeemable Preferred Partnership Equity, which was purchased by an institutional investor.

        In April 2004, we completed a $140 million three-year refinancing of the $130.6 million outstanding balance of the existing construction loan on The Mall at Wellington Green. The loan bears interest at a rate of LIBOR plus 1.5%. The payment of principal and interest is guaranteed 100% by the Operating Partnership. We used the excess proceeds to pay down lines of credit.

        During 2004, under an existing buyback program, we repurchased 2,447,781 shares of our common stock at an average price of $20.50. For each share of our stock repurchased, an equal number of our Operating Partnership units were redeemed. Cumulatively, since the program’s inception in March 2000, we have repurchased approximately 9.6 million shares for a total of $150 million, the maximum amount permitted under our program. Repurchases of common stock have been financed through general corporate funds, including equity issuances, and through borrowings under existing lines of credit.

Unsolicited Tender Offer

        In the fall of 2002, we received an unsolicited proposal from Simon Property Group, Inc. (SPG) seeking to acquire control of TCO. The proposal was subsequently revised. Thereafter, a tender offer was commenced by SPG and later joined by a subsidiary of Westfield America Trust (Westfield). Our Board of Directors rejected the proposal and recommended that the shareholders not tender their shares pursuant to SPG’s and Westfield’s tender offer. SPG filed suit against us to enjoin the voting of our Series B Non-participating Convertible Preferred Stock based on a variety of legal theories. In October 2003, SPG and Westfield withdrew their tender offer, and TCO and SPG mutually agreed to end the litigation. During the six months ended June 30, 2004, we recovered through our insurance $1.0 million of costs incurred in connection with the unsolicited tender offer and related litigation. All costs have been paid and no additional insurance recoveries are expected.

18

Subsequent Events

        In July 2004, we acquired an additional 23.6% interest in International Plaza from an outside partner for $60.2 million in cash, increasing our ownership in the center to 50.1%. The beneficial interest in the center’s debt attributable to the additional interest acquired was $44.3 million. In conjunction with the purchase, we also repaid our $20 million note to the former investor, which carried an interest rate of 13%. As a result of the acquisition, we have a controlling interest in International Plaza and will consolidate it as of the purchase date.

        Also in July 2004, we closed on a $142 million construction facility for Northlake Mall. This loan has a three-year maturity with two one-year extension options and bears interest at a rate of LIBOR plus 1.75%. The payment of principal and interest is guaranteed 100% by the Operating Partnership. The amounts guaranteed and the interest rate on the loan may be reduced as certain performance and valuation criteria are met.

Presentation of Operating Results

        The following tables contain the operating results of our Consolidated Businesses and the Unconsolidated Joint Ventures. Income allocated to the minority partners in the Operating Partnership and preferred interests is deducted to arrive at the results allocable to our common shareowners. Because the net equity of the Operating Partnership is less than zero, the income allocated to the minority partners is equal to their share of distributions. The net equity of these minority partners is less than zero due to accumulated distributions in excess of net income and not as a result of operating losses. Distributions to partners are usually greater than net income because net income includes non-cash charges for depreciation and amortization. Amounts allocable to minority partners in certain consolidated joint ventures are added back or deducted to arrive at our net results. Our average ownership percentage of the Operating Partnership was 61% during both the three and six months ended June 30, 2004, and 60% and 61% during the three and six months ended June 30, 2003, respectively.

        In December 2003, we sold our interest in Biltmore Fashion Park. The results of Biltmore Fashion Park are presented as discontinued operations. In 2004, we recognized a $0.2 million adjustment to the gain on the disposition of the center.

        The operating results in the following tables include the supplemental earnings measures of Beneficial Interest in EBITDA and Funds from Operations (FFO). Beneficial Interest in EBITDA represents the Operating Partnership’s share of the earnings before interest and depreciation and amortization, excluding gains on sales of depreciated operating properties of its consolidated and unconsolidated businesses. We believe Beneficial Interest in EBITDA provides a useful indicator of operating performance, as it is customary in the real estate and shopping center business to evaluate the performance of properties on a basis unaffected by capital structure.

        The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from extraordinary items and sales of properties, plus real estate related depreciation and after adjustments for unconsolidated partnerships and joint ventures. We believe that FFO is a useful supplemental measure of operating performance for REITs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, we and most industry investors and analysts have considered presentations of operating results that exclude historical cost depreciation to be useful in evaluating the operating performance of REITs. We primarily use FFO in measuring performance and in formulating corporate goals and compensation. Our presentation of FFO is not necessarily comparable to the FFO of other REITs due to the fact that not all REITs use the NAREIT definition. FFO should not be considered an alternative to net income as an indicator of our operating performance. Additionally, FFO does not represent cash flows from operating, investing or financing activities as defined by GAAP.

        Reconciliations of Net Income (Loss) to Funds from Operations and Beneficial Interest in EBITDA are presented following the Comparison of the Six Months Ended June 30, 2004 to the Six Months Ended June 30, 2003.

19

        Comparison of the Three Months Ended June 30, 2004 to the Three Months Ended June 30, 2003

        The following table sets forth operating results for the three months ended June 30, 2004 and June 30, 2003, showing the results of the Consolidated Businesses and Unconsolidated Joint Ventures:

	Three Months Ended June 30, 2004				Three Months Ended June 30, 2003
	CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES AT 100% (1)		CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES AT 100% (1)
	(in millions of dollars)
REVENUES:
Minimum rents	54.0		50.3		49.3		48.6
Percentage rents	0.1		0.4		0.3		0.4
Expense recoveries	33.0		26.5		32.7		27.8
Management, leasing and development	5.2				5.6
Other	6.6		2.5		5.7		3.0
Total revenues	98.9		79.6		93.7		79.8
OPERATING COSTS:
Recoverable expenses	30.7		22.7		28.4		23.0
Other operating	8.7		5.1		9.0		5.1
Costs related to unsolicited tender offer, net of
recoveries	(0.0	)			9.2
Management, leasing and development	5.0				5.5
General and administrative	5.3				6.3
Interest expense	23.2		19.4		20.5		20.9
Depreciation and amortization(2)	23.5		15.0		21.0		14.4
Total operating costs	96.3		62.2		100.0		63.5
	2.7		17.4		(6.3	)	16.3
Equity in income of Unconsolidated Joint Ventures(2)	8.8				8.3
Income before discontinued operations and minority
and preferred interests	11.4				2.0
Discontinued operations:
Net gain on disposition of interest in center	0.2
EBITDA					2.6
Interest expense					(1.5	)
Depreciation and amortization					(1.2	)
Minority and preferred interests:
TRG preferred distributions	(2.5	)			(2.3	)
Minority share of consolidated joint ventures	(0.0	)			0.2
Minority share of income of TRG	(2.7	)			1.0
Distributions in excess of minority share of income	(6.2	)			(9.8	)
Net income (loss)	0.2				(9.0	)
Series A preferred stock dividends	(4.2	)			(4.2	)
Net income (loss) allocable to common shareowners	(3.9	)			(13.1	)
SUPPLEMENTAL INFORMATION:
EBITDA - 100%	49.3		51.8		37.9		51.7
EBITDA - outside partners' share	(0.3	)	(24.5	)	(1.2	)	(23.6	)
Beneficial interest in EBITDA	49.0		27.3		36.7		28.1
Beneficial interest expense	(22.9	)	(10.2	)	(21.1	)	(11.0	)
Non-real estate depreciation	(0.6	)			(0.7	)
Preferred dividends and distributions	(6.6	)			(6.4	)
Funds from Operations contribution	18.9		17.1		8.5		17.2

(1) With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to our ownership interest. In our consolidated financial statements, we account for investments in the Unconsolidated Joint Ventures under the equity method.

(2) Amortization of our additional basis in the Operating Partnership included in equity in income of Unconsolidated Joint Ventures was $0.8 million in both 2004 and 2003. Also, amortization of the additional basis included in depreciation and amortization was $1.1 million in both 2004 and 2003.

(3) Amounts in this table may not add due to rounding. Certain reclassifications have been made to prior year information to conform to current year classifications.

20

Consolidated Businesses

        Total revenues for the three months ended June 30, 2004 were $98.9 million, a $5.2 million or 5.5% increase over 2003. Minimum rents increased primarily due to the opening of Stony Point. Minimum rents also increased due to tenant rollovers and income from temporary tenants and specialty retailers, which offset decreases due to the decline in occupancy. Expense recoveries increased slightly from the prior year, with the increase due to the opening of Stony Point and other increases in recoverable expenses at certain centers offsetting adjustments to prior period recoveries. Other income increased primarily due to increases in gains on sales of peripheral land and lease cancellation revenue.

        Total operating costs were $96.3 million, a $3.7 million or 3.7% decrease from the comparable period in 2003. Recoverable expenses increased primarily due to Stony Point and increases in property taxes and maintenance costs at certain centers. In addition, recoverable expenses in 2003 were positively impacted by tax refunds received.

        During the three months ended June 30, 2003, $9.2 million of costs were incurred in connection with the unsolicited tender offer. General and administrative costs decreased primarily due to the mark to market of deferred long-term compensation grants. Excluding these mark to market adjustments, we expect general and administrative expenses to be approximately $5.5 million each quarter. A one dollar change in our stock price increases or decreases our general and administrative expenses by approximately $0.3 million. Interest expense increased primarily due to increased debt and decreased capitalized interest upon the opening of Stony Point, as well as the refinancing of Beverly Center, partially offset by decreases due to lower floating rates. Depreciation expense increased primarily due to the opening of Stony Point.

Unconsolidated Joint Ventures

        Total revenues for the three months ended June 30, 2004 were $79.6 million, a $0.2 million or 0.3% decrease from 2003. Minimum rents increased primarily due to the acquisition of the interest in Waterside Shops at Pelican Bay, as well as income from specialty retailers. Expense recoveries decreased primarily due to decreases in maintenance costs at certain centers, which were partially offset by Waterside.

        Total operating costs decreased by $1.3 million to $62.2 million for the three months ended June 30, 2004. Recoverable expenses decreased primarily due to decreases in maintenance costs at certain centers, which were partially offset by Waterside. Interest expense decreased due to the payoff of debt on Woodland.

        As a result of the foregoing, income of the Unconsolidated Joint Ventures increased by $1.1 million to $17.4 million. Our equity in income of the Unconsolidated Joint Ventures was $8.8 million, a $0.5 million increase from 2003.

Net Income

        As a result of the foregoing, our income before discontinued operations and minority and preferred interests increased by $9.4 million to $11.4 million for 2004. After allocation of income to minority and preferred interests, the net loss allocable to common shareowners for 2004 was $(3.9) million compared to $(13.1) million in 2003.

        Estimates regarding anticipated 2004 expenses are forward-looking statements and certain significant factors could cause the actual results to differ materially, including but not limited to: 1) increases in operating costs and 2) timing of transactions.

21

Comparison of the Six Months Ended June 30, 2004 to the Six Months Ended June 30, 2003

        The following table sets forth operating results for the six months ended June 30, 2004 and June 30, 2003, showing the results of the Consolidated Businesses and Unconsolidated Joint Ventures:

	Six Months Ended June 30, 2004				Six Months Ended June 30, 2003
	CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES AT 100% (1)		CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES AT 100% (1)
	(in millions of dollars)
REVENUES:
Minimum rents	107.6		100.8		99.4		97.0
Percentage rents	1.1		2.3		1.5		1.3
Expense recoveries	64.0		52.4		63.5		52.6
Management, leasing and development	10.2				10.4
Other	17.3		4.2		16.5		8.3
Total revenues	200.3		159.7		191.2		159.2
OPERATING COSTS:
Recoverable expenses	58.5		44.1		55.7		43.6
Other operating	16.8		10.4		18.4		10.2
Costs related to unsolicited tender offer, net of
recoveries	(1.0	)			19.0
Management, leasing and development	9.8				10.1
General and administrative	11.8				12.2
Interest expense	45.7		39.6		41.5		40.7
Depreciation and amortization(2)	46.5		28.5		43.3		28.2
Total operating costs	188.0		122.6		200.3		122.6
	12.3		37.0		(9.0	)	36.6
Equity in income of Unconsolidated Joint Ventures(2)	18.4				18.7
Income before discontinued operations and minority
and preferred interests	30.6				9.6
Discontinued operations:
Net gain on disposition of interest in center	0.2
EBITDA					5.6
Interest expense					(3.1	)
Depreciation and amortization					(2.4	)
Minority and preferred interests:
TRG preferred distributions	(4.7	)			(4.5	)
Minority share of consolidated joint ventures	(0.2	)			0.1
Minority share of income of TRG	(8.3	)			(0.2	)
Distributions in excess of minority share of income	(9.4	)			(17.1	)
Net income (loss)	8.2				(11.9	)
Series A preferred stock dividends	(8.3	)			(8.3	)
Net income (loss) allocable to common shareowners	(0.1	)			(20.2	)
SUPPLEMENTAL INFORMATION:
EBITDA - 100%	104.5		105.1		81.4		105.5
EBITDA - outside partners' share	(0.6	)	(50.0	)	(3.2	)	(48.1	)
Beneficial interest in EBITDA	103.8		55.1		78.2		57.4
Beneficial interest expense	(45.2	)	(20.8	)	(42.5	)	(21.3	)
Non-real estate depreciation	(1.2	)			(1.3	)
Preferred dividends and distributions	(13.0	)			(12.8	)
Funds from Operations contribution	44.4		34.4		21.6		36.1

(1) With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to our ownership interest. In our consolidated financial statements, we account for investments in the Unconsolidated Joint Ventures under the equity method.

(2) Amortization of our additional basis in the Operating Partnership included in equity in income of Unconsolidated Joint Ventures was $1.5 million in both 2004 and 2003. Also, amortization of the additional basis included in depreciation and amortization was $2.1 million and $2.2 million in 2004 and 2003, respectively.

(3) Amounts in this table may not add due to rounding. Certain reclassifications have been made to prior year information to conform to current year classifications.

22

Consolidated Businesses

        Total revenues for the six months ended June 30, 2004 were $200.3 million, a $9.1 million or 4.8% increase over 2003. Minimum rents increased primarily due to the opening of Stony Point. Minimum rent also increased due to tenant rollovers and income from temporary tenants and specialty retailers, which offset decreases due to the decline in occupancy. Expense recoveries were consistent with the prior year, with increases due to the opening of Stony Point and property tax increases at certain centers offsetting adjustments to prior period recoveries. Other income increased due to increases in gains on peripheral land sales, partially offset by decreases in lease cancellation revenue. We expect that gains on sales of peripheral land will be $6 million to $7 million in 2004.

        Total operating costs were $188.0 million, a $12.3 million or 6.1% decrease over the comparable period in 2003. Recoverable expense increased primarily due to Stony Point, as well as increases in property taxes at certain other centers. Other operating expense decreased primarily due to decreases in bad debt expense and advertising and promotion costs. During the six months ended June 30, 2004, $1.0 million of insurance proceeds were received relating to costs expended in connection with the unsolicited tender offer, while $19.0 million in costs were incurred during the same period in 2003. Interest expense increased primarily due to increased debt and decreased capitalized interest upon the opening of Stony Point, as well as the refinancing of Beverly Center, partially offset by decreases due to lower floating rates. Depreciation expense increased primarily due to Stony Point.

Unconsolidated Joint Ventures

        Total revenues for the six months ended June 30, 2004 were $159.7 million, a $0.5 million or 0.3% increase from 2003. Minimum rents increased primarily due to the acquisition of the interest in Waterside Shops at Pelican Bay, as well as tenant rollovers and income from temporary tenants and specialty retailers. Percentage rents increased primarily due to Waterside. Other revenue decreased primarily due to a decrease in lease cancellation revenue.

        Total operating costs remained consistent at $122.6 million for the six months ended June 30, 2004. Increased expenses due to the acquisition of Waterside were offset by decreases in bad debt expense and recoverable expenses at other centers. Interest expense decreased primarily due to the payoff of debt on Woodland, partially offset by the 2003 refinancing of Millenia.

        As a result of the foregoing, income of the Unconsolidated Joint Ventures increased by $0.4 million to $37.0 million. Our equity in income of the Unconsolidated Joint Ventures was $18.4 million, a $0.3 million decrease from 2003.

Net Income

        As a result of the foregoing, our income before discontinued operations and minority and preferred interests increased by $21.0 million to $30.6 million for 2004. After allocation of income to minority and preferred interests, the net loss allocable to common shareowners for 2004 was $(0.1) million compared to $(20.2) million in 2003.

        Estimates regarding anticipated 2004 income and expenses are forward-looking statements and certain significant factors could cause the actual results to differ materially, including but not limited to: 1) actual results of negotiations with tenants, counterparties, potential purchasers of peripheral land, and others, 2) increases in operating costs, and 3) timing of transactions.

23

Reconciliation of Net Income (Loss) to Funds from Operations

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
	(in millions of dollars)
Net income (loss) allocable to common shareowners		(3.9	)		(13.1	)		(0.1	)		(20.2	)
Add (less) depreciation and gain on disposition of property:
Gain on disposition of interest in center		(0.2	)					(0.2	)
Depreciation and amortization (1):
Consolidated businesses at 100%		23.5			21.0			46.5			43.3
Minority partners in consolidated joint ventures		(0.0	)		(0.5	)		0.1			(1.2	)
Discontinued operations					1.2						2.4
Share of unconsolidated joint ventures		8.3			8.9			16.0			17.5
Non-real estate depreciation		(0.6	)		(0.7	)		(1.2	)		(1.3	)
Add minority interests in TRG:
Minority share of income of TRG		2.7			(1.0	)		8.3			0.2
Distributions in excess of minority share of income of TRG		6.2			9.8			9.4			17.1
Funds from Operations - TRG (2)		36.0			25.6			78.7			57.8
Funds from Operations - TCO (2)		21.8			15.4			47.9			35.4

(1) Depreciation includes mall tenant allowance amortization of $2.0 million and $1.9 million for the three months ended June 30, 2004 and 2003, respectively, and $4.0 million and $3.3 million for the six months ended June 30, 2004 and 2003, respectively.

(2) TRG’s FFO for the six months ended June 30, 2004 includes insurance recoveries related to the unsolicited tender offer of $1.0 million. TRG’s FFO for the three and six months ended June 30, 2003 includes costs of $9.2 million and $19.0 million, respectively, incurred in connection with the unsolicited tender offer. TCO’s share of TRG’s FFO is based on an average ownership of 61% and 60% during the three months ended June 30, 2004 and 2003, respectively, and 61% during both the six months ended June 30, 2004 and 2003.

(3) Amounts in this table may not add due to rounding.

Reconciliation of Net Income (Loss) to Beneficial Interest in EBITDA

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
	(in millions of dollars)
Net income (loss) allocable to common shareowners		(3.9	)		(13.1	)		(0.1	)		(20.2	)
Add (less) depreciation and gain on disposition of property:
Gain on disposition of interest in center		(0.2	)					(0.2	)
Depreciation and amortization (1):
Consolidated businesses at 100%		23.5			21.0			46.5			43.3
Minority partners in consolidated joint ventures		(0.0	)		(0.5	)		0.1			(1.2	)
Discontinued operations					1.2						2.4
Share of unconsolidated joint ventures		8.3			8.9			16.0			17.5
Add minority interests in TRG:
Minority share of income of TRG		2.7			(1.0	)		8.3			0.2
Distributions in excess of minority share of income of TRG		6.2			9.8			9.4			17.1
Add (less) preferred interests and interest expense:
Preferred dividends and distributions		6.6			6.4			13.0			12.8
Interest expense for all businesses in continuing operations		42.6			41.5			85.3			82.2
Interest expense allocable to minority partners in
consolidated joint ventures		(0.2	)		(0.9	)		(0.5	)		(2.1	)
Interest expense of discontinued operations					1.5						3.1
Interest expense allocable to outside partners in
unconsolidated joint ventures		(9.2	)		(10.0	)		(18.8	)		(19.4	)
Beneficial interest in EBITDA - TRG		76.3			64.8			159.0			135.6

(1) Amounts in this table may not add due to rounding.

24

Liquidity and Capital Resources

        In the following discussion, references to beneficial interest represent the Operating Partnership’s share of the results of its consolidated and unconsolidated businesses. We do not have, and have not had, any parent company indebtedness; all debt discussed represents obligations of the Operating Partnership or its subsidiaries and joint ventures.

        Capital resources are required to maintain our current operations, complete construction on Northlake Mall, which is currently under development, pay dividends, and fund planned capital spending for future developments and other commitments and contingencies. We believe that our net cash provided by operating activities, distributions from our joint ventures, the unutilized portions of our credit facilities, and our ability to access the capital markets assure adequate liquidity to meet current and future cash requirements and will allow us to conduct our operations in accordance with our dividend and financing policies. The following sections contain information regarding our recent capital transactions and sources and uses of cash; beneficial interest in debt and sensitivity to interest rate risk; and historical capital spending. We then provide information regarding our anticipated future capital spending; covenants, commitments, and contingencies; and dividend policies.

Summaries of 2004 Capital Activities and Transactions

        As of June 30, 2004, we had a consolidated cash balance of $25.8 million. Additionally, we have a secured $275 million line of credit. This line had no borrowings as of June 30, 2004 and expires in November 2004 with a one-year extension option. We also have available a second secured bank line of credit of up to $40 million. This line had $13.4 million outstanding as of June 30, 2004 and expires in November 2004. We anticipate renewing this facility.

        During 2004, we completed a transaction to acquire the minority interest in Beverly Center. Also, through June 30, 2004, financings of approximately $810 million were completed relating to Beverly Center, Dolphin Mall, Oyster Bay, Stony Point Fashion Park, and The Mall at Wellington Green. These transactions are more fully described in Results of Operations.

Operating Activities

        Our net cash provided by operating activities was $47.1 million in 2004, compared to $55.6 million in 2003. In 2004, increases in cash related primarily to increases in rents and recoveries, and additional operating cash flows due to the opening of Stony Point Fashion Park, offset by payments of costs previously accrued in connection with the unsolicited tender offer and settlement of the Beverly Center swap agreement.

Investing Activities

        Net cash used in investing activities was $74.6 million in 2004 compared to $47.1 million in 2003. Cash used in investing activities was impacted by the timing of capital expenditures, with additions to properties in 2004 and 2003 for the construction of Northlake Mall and Stony Point Fashion Park, as well as other development activities and other capital items. A tabular presentation of 2004 capital spending is shown in Capital Spending. Additionally, $3.3 million was used in 2004 to acquire an additional interest in Beverly Center and $3.2 million was used in 2003 to acquire an additional interest in Great Lakes Crossing.

        Sources of cash used in funding these investing activities included distributions from Unconsolidated Joint Ventures, as well as the financing activities described in the next section. Contributions to Unconsolidated Joint Ventures of $33 million in 2004 were used to fund the repayment of debt at Woodland. Distributions in excess of earnings from Unconsolidated Joint Ventures provided $12.7 million in 2004 and $37.2 million in 2003. In 2003, these distributions included $21.0 million of excess proceeds from the March 2003 refinancing of The Mall at Millenia. Net proceeds from sales of peripheral land were $7.1 million and $1.3 million in 2004 and 2003, respectively. The timing of land sales is variable and proceeds from land sales can vary significantly from period to period.

25

Financing Activities

        Net cash provided by financing activities was $22.8 million in 2004, compared to $11.8 million of cash used in 2003. Net cash provided by financing activities was primarily impacted by cash requirements of the investing activities described in the preceding section. Proceeds from the issuance of debt, net of payments and issuance costs, were $97.8 million in 2004, compared to $46.6 million in 2003. Issuance of stock pursuant to the Continuing Offer related to the exercise of employee options contributed $1.2 million in 2004 and $1.5 million in 2003. Issuance of Series F Preferred Equity contributed $29.2 million in 2004. Issuance of partnership units contributed $2.6 million and $50.0 million in 2004 and 2003, respectively. Repurchases of common stock totaled $50.2 million and $52.8 million in 2004 and 2003, respectively. Total dividends and distributions paid were $57.8 million and $57.3 million in 2004 and 2003, respectively.

Beneficial Interest in Debt

        At June 30, 2004, the Operating Partnership’s debt and its beneficial interest in the debt of its Consolidated and Unconsolidated Joint Ventures totaled $2,232.7 million with an average interest rate of 5.68% excluding amortization of debt issuance costs and the effects of interest rate hedging instruments. These costs are reported as interest expense in the results of operations. Included in beneficial interest in debt is debt used to fund development and expansion costs. Beneficial interest in assets on which interest is being capitalized totaled $104.4 million as of June 30, 2004. Beneficial interest in capitalized interest was $1.4 million and $2.5 million for the three and six months ended June 30, 2004, respectively. The following table presents information about our beneficial interest in debt as of June 30, 2004 (amounts may not add due to rounding):

	Amount		Interest Rate Including Spread				LIBOR Swap Rate
	(in millions)
Fixed rate debt	$	1,724.8		6.20	%	(1)
Floating rate debt:
Swapped through September 2004		100.0		5.85				4.35	%	(2)
Swapped through September 2004		120.0		4.20				2.05
Floating month to month		287.9		3.14		(1)
Total floating rate debt	$	507.9		3.92		(1)
Total beneficial interest in debt	$	2,232.7		5.68	%	(1)
Amortization of financing costs (3)				0.30	%
Average all-in rate				5.98	%

(1) Represents weighted average interest rate before amortization of financing costs.

(2) This debt is also swapped from October 2004 through April 2005 at 5.25%.

(3) Financing costs include financing fees, interest rate cap premiums, and losses on settlement of derivatives used to hedge the refinancing of certain fixed rate debt.

        In addition, as of June 30, 2004, $209.6 million of our beneficial interest in floating rate debt is covered under interest rate cap agreements with LIBOR cap rates ranging from 4.6% to 8.2% with terms ending August 2004 through July 2006.

Subsequent Events

        In July 2004, we acquired an additional 23.6% interest in International Plaza for $60.2 million in cash, bringing our ownership in the center to 50.1%. The beneficial interest in the center’s debt attributable to the additional interest acquired was $44.3 million. In conjunction with the purchase, we also prepaid our $20 million note to the former investor, which carried an interest rate of 13%. As a result of the acquisition we have a controlling interest in International Plaza and will consolidate it as of the purchase date.

        Also in July 2004, we closed on a $142 million construction facility for Northlake Mall. The facility has a three-year maturity with two one-year extension options and bears interest at a rate of LIBOR plus 1.75%. The payment of principal and interest is guaranteed 100% by the Operating Partnership. The amounts guaranteed and the interest rate on the loan may be reduced as certain performance and valuation criteria are met.

26

Sensitivity Analysis

        We have exposure to interest rate risk on our debt obligations and interest rate instruments. We use derivative instruments primarily to manage exposure to interest rate risks inherent in variable rate debt and refinancings. We routinely use cap, swap, and treasury lock agreements to meet these objectives. Based on the Operating Partnership’s beneficial interest in floating rate debt in effect at June 30, 2004, excluding debt fixed under interest rate swaps, a one percent increase or decrease in interest rates on this floating rate debt would decrease or increase cash flows by approximately $3.8 million and, due to the effect of capitalized interest, annual earnings by approximately $3.6 million. Based on our consolidated debt and interest rates in effect at June 30, 2004, a one percent increase in interest rates would decrease the fair value of debt by approximately $62.3 million, while a one percent decrease in interest rates would increase the fair value of debt by approximately $67.1 million.

Contractual Obligations

        In conducting our business, we enter into various contractual obligations, including those for debt, capital leases for property improvements, operating leases for office space and land, purchase obligations (primarily for construction), and other long-term commitments. As debt obligations and the timing of planned capital spending can vary significantly from period to period, updated information relating to these items as of June 30, 2004 is provided in the table below:

	Payments due by period
	Total	Less than 1 year (2004)	1-3 years (2005-2006)	3-5 years (2007-2008)	More than 5 years (2009 +)
	(in millions of dollars)
Debt (1):
Lines of credit	13.4	13.4
Property level debt	1,587.8	7.0	351.8	174.2	1,054.8
Purchase obligations -
Planned capital spending (2)	149.1	76.4	72.7

(1) The settlement periods for debt do not consider extension options.

(2) As of June 30, 2004, we were contractually liable for $30.8 million of this planned spending. See Planned Capital Spending for detail regarding planned funding.

(3) Amounts in this table may not add due to rounding.

        In addition, during the second quarter of 2004, the Company signed a new 10-year lease for its office space, which provides for payments of $18.7 million over the lease term.

        In May 2004, we entered into a series of agreements related to a project at Oyster Bay, New York (see Planned Capital Spending). The property is being developed in a build-to-suit structure to facilitate a 1031 like-kind exchange in order to provide flexibility for disposing of assets in the future. While we have no specific asset sale in mind, we are committed to recycling our capital over time and believe that this planning will facilitate future transactions. A third party acquired our option to purchase land at Oyster Bay, New York and reimbursed us for our project costs to date. Subsequently, the third party acquired the land and became the owner of the project. We are the developer of the project and have an option to purchase the project. The owner will provide 3% of project funding and will lease the property to a wholly owned subsidiary of the Operating Partnership. A senior lender will provide 62% of the project costs at a rate of LIBOR plus 2.0%. We will provide 35% of the project funding under a junior subordinated financing at LIBOR plus 2.75% to the owner. We will also guarantee the lease payments and the completion of the project. The lease payments are structured to cover debt service on the senior loan, junior loan, a return (greater of LIBOR plus 4.0% or 8.0%) on the owner’s 3% equity investment during the term of the lease, and repayment of the principal and 3% equity contribution upon termination. As of June 30, 2004, the balances of the senior loan and owner equity contribution were $35.9 million and $1.7 million, respectively; the senior loan is limited to a total commitment of $62 million until zoning is obtained. We consolidate the owner and other entities described above and the junior loan and other intercompany transactions are eliminated in consolidation.

Loan Commitments and Guarantees

        Certain loan agreements contain various restrictive covenants, including minimum net worth requirements, minimum debt service coverage ratios, a maximum payout ratio on distributions, a minimum debt yield ratio, fixed charges coverage ratio, and a leverage ratio, the latter three being the most restrictive. The Operating Partnership is in compliance with all of its covenants.

27

        Certain debt agreements, including all construction facilities, contain performance and valuation criteria that must be met for the loans to be extended at the full principal amounts; these agreements provide for partial prepayments of debt to facilitate compliance with extension provisions.

        Payments of principal and interest on the loans in the following table are guaranteed by the Operating Partnership as of June 30, 2004.

Center	Loan balance as of 6/30/04		TRG's beneficial interest in loan balance as of 6/30/04		Amount of loan balance guaranteed by TRG as of 6/30/04		% of loan balance guaranteed by TRG		% of interest guaranteed by TRG
	(in millions of dollars)
Dolphin Mall	144	.5	144	.5	144	.5	100	%	100	%
The Mall at Millenia	2	.0	1	.0	1	.0	50		50
The Mall at Wellington Green	140	.0	126	.0	140	.0	100		100
The Shops at Willow Bend	148	.1	148	.1	148	.1	100		100

        Payments of rent and all other sums payable related to the Oyster Bay agreements are guaranteed by the Operating Partnership. As of June 30, 2004, the balances of the senior loan and owner equity contribution (see Contractual Obligations) were $35.9 million and $1.7 million, respectively. Additionally, the Operating Partnership guarantees the Northlake Mall loan (see Subsequent Events).

Cash Tender Agreement

         A. Alfred Taubman has the annual right to tender units of partnership interest in the Operating Partnership (provided that the aggregate value is at least $50 million) and cause us to purchase the tendered interests at a purchase price based on a market valuation of TCO on the trading date immediately preceding the date of the tender (the Cash Tender Agreement). At A. Alfred Taubman’s election, his family, and certain others may participate in tenders. We will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of our common stock. Generally, we expect to finance these purchases through the sale of new shares of our stock. The tendering partner will bear all market risk if the market price at closing is less than the purchase price and will bear the costs of sale. Any proceeds of the offering in excess of the purchase price will be for the sole benefit of TCO.

        Based on a market value at June 30, 2004 of $22.89 per common share, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was approximately $570 million. The purchase of these interests at June 30, 2004 would have resulted in our owning an additional 31% interest in the Operating Partnership.

Capital Spending

        Capital spending for routine maintenance of the shopping centers is generally recovered from tenants. Capital spending through June 30, 2004 not recovered from tenants is summarized in the following table:

	2004 (1)
	Consolidated Businesses		Beneficial Interest in Consolidated Businesses		Unconsolidated Joint Ventures	Beneficial Interest in Unconsolidated Joint Ventures
	(in millions of dollars)
Development, renovation, and expansion:
Existing centers	0.9		0.6		10.0	4.7
New centers	14.1	(2)	14.1	(2)
Pre-construction development activities, net of charge to operations	25.1	(3)	25.1	(3)
Mall tenant allowances (4)	5.3		5.3		2.8	1.3
Corporate office improvements and
equipment	0.4		0.4
Other	0.5		0.5
Total	46.4		46.1		12.8	6.0

(1) Costs are net of intercompany profits and are computed on an accrual basis.

(2) Primarily includes costs related to Northlake Mall.

(3) Primarily includes acquisition of land and related project costs of Oyster Bay.

(4) Excludes initial lease-up costs.

(5) Amounts in this table may not add due to rounding.

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        For the quarter ended June 30, 2004, in addition to the costs above, we incurred our $3.5 million share of Consolidated Businesses’ and $1.3 million share of Unconsolidated Joint Ventures’ capitalized leasing costs. Our share of repair and asset replacement costs that will be reimbursed by tenants was $2.0 million of Consolidated Businesses’ and $0.3 million of Unconsolidated Joint Ventures’. Also during this period, our share of reimbursements by tenants for capitalizable expenditures of prior periods was $2.0 million for Consolidated Businesses and $1.5 million for Unconsolidated Joint Ventures. The expenditures reimbursable by the tenants and the related reimbursements are classified as recoverable expenses and expense recoveries, respectively, and both are included in our Funds from Operations.

        The following table presents a reconciliation of the Consolidated Businesses’ capital spending shown above to cash additions to properties as presented in our Consolidated Statement of Cash Flows for the quarter ended June 30, 2004:

	(in millions)
Consolidated Businesses' capital spending not recovered from tenants	$46.4
Repair and asset replacement costs reimbursable by tenants	2.0
Repair and asset replacement costs reimbursed by tenants	(2.1	)
Differences between cash and accrual basis	11.8
Additions to properties	$58.1

Planned Capital Spending

        Northlake Mall, a new 1.1 million square foot enclosed center in Charlotte, North Carolina, will be anchored by Dillard’s, Hecht’s, Belk, Dick’s Sporting Goods, and AMC Theatres. The center is scheduled to open September 15, 2005 and is expected to cost approximately $175 million. We expect returns on this investment to be approximately 11% at stabilization.

        Future construction costs for Northlake Mall will be funded through a construction facility (see Subsequent Events).

        Our approximately $59.3 million balance of development pre-construction costs as of June 30, 2004 consists of costs relating to a project in the Town of Oyster Bay, New York. Both Neiman Marcus and Lord & Taylor have committed to the project and retailer interest has been very strong. Although we still need to obtain the necessary entitlement approvals to move forward with the project, we are encouraged by six straight favorable court decisions. A hearing date for the opposition’s latest appeal is expected to be in September or October 2004. While the timing and outcome of decisions in the continuing litigation process are uncertain, the entitlement litigation is likely to be resolved within a year. We expect continued success with the ongoing litigation, but if we are ultimately unsuccessful in the litigation process, it is anticipated that our recovery on this asset would be significantly less than our current investment.

        Assuming we are able to begin construction in late 2004, we would expect to open the center in late 2006. The acquisition of the land occurred in May 2004 and we are well along with the demolition of the existing industrial buildings on the site. The amount of additional spending on this project in 2004 is dependent upon the timing of the resolution of the litigation and municipal approvals. The returns on this project will be somewhat lower than our normal targets due to the significant pre–development and construction costs on this site.

        The following table summarizes planned capital spending for the entire year of 2004 (including amounts described in the table above) that is not recovered from tenants. The table excludes acquisitions of interests in operating centers (see Results of Operations — Acquisitions).

	2004 (1)
	Consolidated Businesses		Beneficial Interest in Consolidated Businesses	Unconsolidated Joint Ventures	Beneficial Interest in Unconsolidated Joint Ventures
	(in millions of dollars)
Development, renovation, and expansion	71.9	(2)	71.9	10.3	4.8
Mall tenant allowances	12.1		11.8	7.5	3.4
Pre-construction development and other	38.7	(3)	38.7	0.5	0.3
Total	122.7		122.4	18.3	8.5

(1) Costs are net of intercompany profits.

(2) Primarily includes costs related to Northlake Mall.

(3) Primarily includes the land acquisition and other preliminary costs related to the Oyster Bay project.

(4) Amounts in this table may not add due to rounding.

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        The Operating Partnership anticipates that its share of costs for development projects scheduled to be completed in 2005 will be as much as $73 million in 2005. Estimates of future capital spending include only projects approved by our Board of Directors and, consequently, estimates will change as new projects are approved. We are currently exploring redevelopment opportunities at Waterside Shops at Pelican Bay. Potential costs related to this project are excluded from the table above.

        Disclosures regarding planned capital spending, including estimates regarding capital expenditures, occupancy, and returns on new developments presented above are forward-looking statements and certain significant factors could cause the actual results to differ materially, including but not limited to: (1) actual results of negotiations with anchors, tenants, and contractors, (2) timing and outcome of litigation and entitlement processes, (3) changes in the scope, number, and valuation of projects, (4) cost overruns, (5) timing of expenditures, (6) financing considerations, (7) actual time to complete projects, (8) changes in economic climate, (9) competition from others attracting tenants and customers, (10) increases in operating costs, (11) timing of tenant openings, and (12) early lease terminations and bankruptcies.

Dividends

        We pay regular quarterly dividends to our common and Series A preferred shareowners. Dividends to our common shareowners are at the discretion of the Board of Directors and depend on the cash available to us, our financial condition, capital and other requirements, and such other factors as the Board of Directors deems relevant. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income to our shareowners, as well as meet certain other requirements. Preferred dividends accrue regardless of whether earnings, cash availability, or contractual obligations were to prohibit the current payment of dividends. The Series A preferred stock became callable in October 2002, while the Operating Partnership’s Series C and Series D preferred equity can be called beginning in September 2004 and November 2004, respectively.

        On May 18, 2004, we declared a quarterly dividend of $0.27 per common share payable July 20, 2004 to shareowners of record on June 30, 2004. The Board of Directors also declared a quarterly dividend of $0.51875 per share on our 8.3% Series A Preferred Stock, paid June 30, 2004 to shareowners of record on June 18, 2004.

        The tax status of total 2004 common dividends declared and to be declared, assuming continuation of a $0.27 per common share quarterly dividend is estimated to be approximately 39% return of capital, and approximately 61% ordinary income. The tax status of total 2004 dividends to be paid on Series A Preferred Stock is estimated to be 100% ordinary income. These are forward-looking statements and certain significant factors could cause the actual results to differ materially, including: (1) the amount of dividends declared, (2) changes in our share of anticipated taxable income of the Operating Partnership due to the actual results of the Operating Partnership, (3) changes in the number of our outstanding shares, (4) property acquisitions or dispositions, (5) financing transactions, including refinancing of existing debt, (6) changes in interest rates, (7) amount and nature of development activities, and (8) changes in the tax laws or their application.

        The annual determination of our common dividends is based on anticipated Funds from Operations available after preferred dividends, as well as assessments of annual capital spending, financing considerations, and other appropriate factors. Over the past several years, we have determined that the growth in common dividends would be less than the growth in Funds from Operations. We expect to evaluate our policy and the benefits of increasing dividends at a higher rate than historical increases, subject to our assessment of cash requirements.

        Any inability of the Operating Partnership or its Joint Ventures to secure financing as required to fund maturing debts, capital expenditures and changes in working capital, including development activities and expansions, may require the utilization of cash to satisfy such obligations, thereby possibly reducing distributions to partners of the Operating Partnership and funds available to us for the payment of dividends.

Additional Information

        The Company provides supplemental investor information coincident with its earning announcements that can be found online at www.taubman.com under “Investor Relations.”

30

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        The information required by this item is included in this report at Item 2 under the caption “Liquidity and Capital Resources – Sensitivity Analysis.”

Item 4. Controls and Procedures

        As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial and Administrative Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial and Administrative Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be disclosed in the Company’s periodic SEC reports. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these internal controls subsequent to the date the Company carried out its evaluation.

31

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

        As a result of the termination of the Unsolicited Tender Offer, the Simon litigation has been dismissed with prejudice (Management’s Discussion and Analysis of Financial Condition and Results of Operations, Unsolicited Tender Offer). There remain two shareholder class and derivative actions which, in the opinion of the Company, are not material.

        Neither we, our subsidiaries, nor any of the joint ventures is presently involved in any material litigation, nor, to our knowledge, is any material litigation threatened against us, our subsidiaries, or any of the properties. Except for routine litigation involving present or former tenants (generally eviction or collection proceedings), substantially all litigation is covered by liability insurance.

Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Period	Total Number of Shares (or Units Purchased)	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
4/12/04 through 4/30/04	636,100	$20.62	636,100	$37,065,256
5/1/04 through 5/25/04	1,811,681	$20.46	1,811,681	$0
Total	2,447,781	$20.50	2,447,781	$0

        In March 2000, the Company’s Board of Directors authorized the purchase of up to $50 million of the Company’s common stock in the open market. For each share of the Company’s stock repurchased, an equal number of the Company’s Operating Partnership units are redeemed. In February 2003, the Company’s Board of Directors authorized the expansion of the existing buyback program to repurchase up to an additional $100 million of the Company’s common shares. Repurchases of common stock have been financed through general corporate funds, including funds received from equity issuances, and through borrowings under existing lines of credit.

        On May 27, 2004, the Operating Partnership sold $30 million of its 8.20% Series F Cumulative Redeemable Preferred Equity to an institutional investor in a private placement and paid $750 thousand in placement fees in connection therewith. The securities were not registered under the Securities Act of 1933, as amended (the “Act”) because the transaction was exempt from registration pursuant to Section 4(2) of the Act. The Operating Partnership relied upon the Section 4(2) exemption from registration based on (a) the fact that there was a single purchaser, (b) purchaser’s written representations to the Operating Partnership, and (c) the lack of any general solicitation in the offering. At any time, on or after May 27, 2014, the securities may be exchanged for Series F Preferred Stock of Taubman Centers, Inc.

Item 4. Submission of Matters to a Vote of Security Holders

        On May 18, 2004, we held our annual meeting of shareholders. The matters on which shareholders voted were: the election of three directors to serve a three-year term, and the ratification of the Board’s selection of KPMG LLP as our independent auditors for the year ended December 31, 2004. Allan J. Bloostein and Jerome A. Chazen were re-elected and Craig Hatkoff was elected at the meeting. The six remaining incumbent directors, Robert S. Taubman, Lisa A. Payne, Myron E. Ullman, III, Graham T. Allison, Peter Karmanos, Jr. and William S. Taubman, continued to hold office after the meeting. The shareholders ratified the selection of the independent auditors. The results of the voting are shown below:

32

Election of Directors
NOMINEES	VOTES FOR	VOTES WITHHELD
Allan J. Bloostein	65,432,771	9,725,481
Jerome A. Chazen	65,411,110	9,747,142
Craig Hatkoff	72,870,029	2,288,223

Ratification of Auditors
73,350,264	Votes were cast for ratification;
1,802,188	Votes were cast against ratification; and
5,800	Votes abstained (including broker non-votes).

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

        a)     Exhibits

3
      

10 (a)
      

10 (b)
      
      

10 (c)
      
      

12
      

31 (a)
      

31 (b)
      

32 (a)
      

32 (b)
      

99 --
  

- --
  

- --
  
  

- --
  
  

- --
  

- --
  

- --
  

- --
  

- --
  

- -- Composite copy of Articles of Incorporation of Taubman Centers, Inc., including
all amendments to date.

Registration Rights Agreement by and between Taubman Centers, Inc. and
GSEP 2004 Realty Corp. and dated as of May 27, 2004.

Private Placement Purchase Agreement among Taubman Centers, Inc., The
Taubman Realty Group Limited Partnership and GSEP 2004 Realty Corp. and
dated as of May 27, 2004.

Annex III to The Second Amendment and Restatement of Agreement of Limited
Partnership of The Taubman Realty Group Limited Partnership dated as of May
27, 2004.

Statement Re: Computation of Taubman Centers, Inc. Ratio of Earnings to Combined Fixed Charges
and Preferred Dividends and Distributions.

Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

Debt Maturity Schedule

33

        b)     Current Reports on Form 8-K.

        Report on Form 8-K dated June 10, 2004 filing under Item 5, an exhibit containing federal income tax considerations relating to the Company’s taxation as a real estate investment trust.

        Report on Form 8-K dated April 28, 2004 furnishing under Item 12, a copy of our first quarter 2004 earnings release.*

        Report on Form 8-K dated April 8, 2004 filing under Item 5, a copy of a press release regarding the General Motors Pension Trusts regional mall portfolio managed by the Company.

* This Report was furnished to the Securities and Exchange Commission and is not to be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, and the Company is not subject to the liabilities of that section regarding such report. The Company is not incorporating, and will not incorporate by reference, this report into a filing under the Securities Act of 1933 or the Exchange Act of 1934 except as expressly set forth by a specific reference in such a filing.

34

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 5, 2004
          TAUBMAN CENTERS, INC.



  By: /s/ Lisa A. Payne
       Lisa A. Payne
       Executive Vice President,
       Chief Financial and Administrative Officer,
       and Director

35

EX-3

RESTATED ARTICLES OF INCORPORATION
OF
TAUBMAN CENTERS, INC.

1. These Restated Articles of Incorporation are executed on behalf of Taubman Centers, Inc. (the “Corporation”) pursuant to the provisions of Section 643 of the Michigan Business Corporation Act (the “Act”).

2. The present name of the Corporation is: Taubman Centers, Inc.

3. The corporation identification number (CID) assigned by the Bureau is: 011-602.

4. Except for the Corporation’s present name, the Corporation has not used any name other than Taubman Realty, Inc.

5. The date of filing the original articles of incorporation was November 21, 1973.

6. These Restated Articles of Incorporation were duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 641(4) of the Act.

7. The following Restated Articles of Incorporation only restate and integrate (and do not further amend) the Corporation’s Second Amended and Restated Articles of Incorporation, as previously amended. There is no material discrepancy between the provisions of the Corporation’s Second Amended and Restated Articles of Incorporation, as amended, and the following Restated Articles of Incorporation (referred to below as “these Amended and Restated Articles of Incorporation”).

ARTICLE I
Name

The name of the Corporation is: Taubman Centers, Inc.

ARTICLE II
Purpose

The purpose for which the Corporation is organized is to:

1. own, hold, develop and dispose of and invest in any type of retail real property or mixed use real property having a retail component of significant value in relation to the value of the entire mixed use real property, including any entity whose material assets include such real properties including, but not limited to, partnership interests in The Taubman Realty Group Limited Partnership, a Delaware limited partnership, and any successor thereto (“TRG”);

2. act as managing general partner of TRG;

3. at such time, if ever, as TRG distributes its assets to its partners, own, hold, manage, develop and dispose of said assets and in all other respects, carry on the business of TRG;

4. qualify as a REIT (as hereinafter defined); and

5. engage in any other lawful act or activity for which corporations may be organized under the Michigan Business Corporation Act in addition to any of the foregoing purposes, that is consistent with the Corporation’s qualification as a REIT.

ARTICLE III
Capital

      1. Classes and Number of Shares.

        The total number of shares of all classes of stock that the Corporation shall have authority to issue is 500,000,000 shares. The classes and the aggregate number of shares of stock of each class are as follows:

        250,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), which shall have the rights and limitations set forth below.

1

        250,000,000 shares of preferred stock (the “Preferred Stock”), which may be issued in one or more series having such relative rights, preferences, priorities, privileges, restrictions, and limitations as the Board of Directors may determine from time to time.

      2. Certain Powers, Rights, and Limitations of Capital Stock.

    (a)        Common Stock. Subject to the rights, preferences, and limitations that the Board of Directors designates with respect to any series of Preferred Stock, a statement of certain powers, rights, and limitations of the shares of the Common Stock is as follows:

    (i)        Dividend Rights. The holders of shares of the Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors of the Corporation with respect to the Common Stock, subject to the preferential rights of any series of Preferred Stock designated by the Corporation’s Board of Directors.

    (ii)        Rights Upon Liquidation. Subject to the provisions of Subsection (e) of this Section 2 of this Article III, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of shares of the Common Stock shall be entitled to receive, ratably with each other holder of shares of the Common Stock, that portion of the assets of the Corporation available for distribution to its holders of shares of Common Stock as the number of shares of the Common Stock held by such holder bears to the total number of shares of Common Stock (including shares of Common Stock that have become Excess Stock) then outstanding.

    (b)        Voting Rights. Subject to the provisions of Subsection (e) of this Section 2 of this Article III, the holders of shares of the Common Stock shall be entitled to vote on all matters (for which a common shareholder shall be entitled to vote thereon) at all meetings of the shareholders of the Corporation, and shall be entitled to one vote for each share of the Common Stock entitled to vote at such meeting. Any action to be taken by the shareholders, other than the election of directors or adjourning a meeting, including, but not limited to, the approval of an amendment to these Amended and Restated Articles of Incorporation (other than an amendment by the Board of Directors to establish the relative rights, preferences, priorities, privileges, restrictions, and limitations of Preferred Stock as provided in Subsection (c) of this Section 2 of this Article III, which amendment by the Board of Directors shall require no action to be taken by the shareholders), shall be authorized if approved by the affirmative vote of two-thirds of the shares of Capital Stock entitled to vote thereon. Directors shall be elected if approved by a plurality of the votes cast at an election.

    (c)        Preferred Stock. The Preferred Stock shall have such relative rights, preferences, priorities, privileges, restrictions, and limitations as the Board of Directors may determine from time to time by one or more amendments to these Amended and Restated Articles of Incorporation.

    (i)        Series A Preferred Stock. Subject in all cases to the other provisions of this Section 2 of this Article III, including, without limitation, those provisions restricting the Beneficial Ownership and Constructive Ownership of shares of Capital Stock and those provisions with respect to Excess Stock, the following sets forth the designation, preferences, limitations as to dividends, voting and other rights, and the terms and conditions of redemption of the Series A Preferred Stock (defined below) of the Corporation.

    (a)        There is hereby established a series of Preferred Stock designated “8.30% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share” (the “Series A Preferred Stock”),which shall consist of 8,000,000 authorized shares.

    (b)        All shares of Series A Preferred Stock redeemed, purchased, exchanged, or otherwise acquired by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock.

    (c)        The Series A Preferred Stock shall, with respect to dividend rights, rights upon liquidation, winding up or dissolution, and redemption rights, rank (i) junior to any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank prior to the Series A Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Senior Preferred Stock”), (ii) pari passu with any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank pari passu with the Series A Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Parity Preferred Stock”), and (iii) prior to any other class or series of Capital Stock, including, without limitation, the Common Stock of the Corporation, whether now existing or hereafter created (collectively, the “Junior Stock”).

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    (d)        (1) Subject to the rights of any Senior Preferred Stock, the holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive, as and when declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative preferential cash dividends at the annual rate of 8.30% of the $25.00 per share liquidation preference (i.e., $2.075 per annum per share). Such dividends shall accrue and be cumulative from the date of original issue and shall be payable in equal quarterly amounts in arrears on or before the last day of each March, June, September, and December or, if such day is not a business day, the next succeeding business day (each, a “Dividend Payment Date”) (for the purposes of this Subparagraph (1) of this Paragraph (d), a “business day” is any day, other than a Saturday, Sunday, or legal holiday, on which banks in Detroit, Michigan, are open for business). The first dividend, which shall be paid on December 31, 1997, will be for less than a full quarter. All dividends on the Series A Preferred Stock, including any dividend for any partial dividend period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the 15th day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designed by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each, a “Dividend Record Date”).

    (2)        No dividends on the Series A Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment, or setting apart for payment or provides that such declaration, payment, or setting apart for payment would constitute a breach of, or a default under, such agreement or if such declaration, payment, or setting aside shall be restricted or prohibited by law.

    (3)        Dividends on the Series A Preferred Stock shall accrue and be cumulative regardless of whether the Corporation has earnings, regardless of whether there are funds legally available for the payment of such dividends, and regardless of whether such dividends are declared. Accrued but unpaid dividends on the Series A Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable. Except as set forth below in this Subparagraph (3), no dividends shall be declared or paid or set apart for payment on any Common Stock or any other series of Preferred Stock ranking, as to dividends, on a parity with or junior to the Series A Preferred Stock (other than a dividend in shares of Junior Stock) for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series A Preferred Stock for all past dividend periods and the then current dividend period. When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and the shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series A Preferred Stock, all dividends declared upon the Series A Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series A Preferred Stock shall be declared pro rata, so that the amount of dividends declared per share of Series A Preferred Stock and such other series of Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other series of Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest shall be payable in respect of any dividend payment on the Series A Preferred Stock that may be in arrears. Holders of shares of the Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, property, or stock, in excess of full cumulative dividends on the Series A Preferred Stock as provided above. Any dividend payment made on shares of the Series A Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable.

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    (4)        Except as provided in Subparagraph (3) of this Paragraph (d) of this Item (i) of this Subsection (c) of this Section 2 of this Article III, unless full cumulative dividends on the Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period: (i) no dividends (other than in shares of Junior Stock) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock (or any other Preferred Stock ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation); and (ii) no shares of Common Stock (or any other Preferred Stock of the Corporation ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation) shall be redeemed, purchased, or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for Junior Stock).

    (5)        If for any taxable year the Corporation elects to designate as “capital gains dividends” (as defined in Section 857 of the Code) any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Capital Stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of Series A Preferred Stock shall be the amount that the total dividends paid or made available to the holders of the Series A Preferred Stock for the year bears to the Total Dividends.

    (e)        Subject to the rights of any Senior Stock, upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, and before any distribution of assets shall be made in respect of any Junior Stock, the holders of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share in cash (or property having a fair market value as determined by the Board of Directors valued at $25.00 per share), plus an amount equal to any accrued but unpaid dividends to the date of payment. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock shall have no right or claims to any of the remaining assets of the Corporation. Neither the consolidation or merger of the Corporation with or into any other corporation, trust, or entity (or of any other corporation with or into the Corporation) nor the sale, lease, or conveyance of all or substantially all of the property or business of the Corporation shall be deemed to constitute a liquidation, dissolution or winding up of the Corporation for the purpose of this Paragraph (e) of this Item (i).

    (f)        (1) The Series A Preferred Stock is not redeemable prior to October 3, 2002. On and after October 3, 2002, the Corporation, at its option upon not less than 30 nor more than 60 days’ written notice, may redeem shares of the Series A Preferred Stock, in whole or in part, at any time and from time to time, for a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to the date fixed for redemption (except as provided below).

    (2)        The redemption price of the Series A Preferred Stock (other than the portion thereof consisting of accrued but unpaid dividends) shall be payable solely out of the sale proceeds of other “capital stock” of the Corporation. For purposes of the preceding sentence, the term “capital stock” means any equity securities of the Corporation (including Common Stock and Preferred Stock), shares, interest, participation, or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing. Holders of Series A Preferred Stock to be redeemed shall surrender such shares at the place designated in the notice of redemption and shall be entitled to the redemption price and any accrued and unpaid dividends payable upon such redemption following such surrender. If notice of redemption has been given and if the Corporation has set aside in trust the funds necessary for the redemption, then from and after the redemption date: (i) dividends shall cease to accrue on such shares of Series A Preferred Stock; (ii) such shares of Series A Preferred Stock shall no longer be deemed outstanding; and (iii) all rights of the holders of such shares shall terminate, except the right to receive the redemption price. If less than all of the outstanding Series A Preferred Stock is to be redeemed, the Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Corporation.

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    (3)        Unless full cumulative dividends on all shares of Series A Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment, no shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except by exchange for Junior Stock); however, the foregoing shall not prevent the purchase or acquisition of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock.

    (4)        Notice of redemption shall be given by publication in a newspaper of general circulation in The City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the redemption date. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the Series A Preferred Stock is to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of the Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock to be redeemed from such holder.

    (5)        The holders of Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable with respect to such Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption thereof between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, regardless of whether in arrears, on called Series A Preferred Stock.

    (6)        The Series A Preferred Stock has no stated maturity and shall not be subject to any sinking fund or mandatory redemption. The Series A Preferred Stock is not convertible into any other securities of the Corporation, but is subject to the Excess Stock (and all other) provisions of this Article III.

    (g)        (1) Except as may be required by law or as otherwise expressly provided in this Item (i) of this Subsection (c) of this Section 2 of this Article III, the holders of Series A Preferred Stock shall not be entitled to vote. On all matters with respect to which the Series A Preferred Stock is entitled to vote, each share of Series A Preferred Stock shall be entitled to one vote.

    (2)        Whenever dividends on the Series A Preferred Stock are in arrears for six or more quarterly periods, the number of directors then constituting the Board of Directors shall be increased by two, and the holders of Series A Preferred Stock (voting separately as a class with all other series of Preferred Stock upon which like voting rights have been conferred and are exercisable) (“Voting Parity Preferred”) shall have the right to elect two directors of the Corporation at a special meeting called by the holders of record of at least 10% of the Series A Preferred Stock or at least 10% of any other Voting Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting, until all dividends accumulated on the Series A Preferred Stock for the past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment of such dividends has been set aside for payment. If and when all accumulated dividends and the dividend for the then current dividend period on the Series A Preferred Stock shall have been paid in full or set aside for payment in full, the holders of the Series A Preferred Stock shall be divested of the foregoing voting rights, and if all accumulated dividends and the dividend for the then current period have been paid in full or set aside for payment in full on all series of Voting Parity Preferred, the term of office of each director so elected by the holders of the Series A Preferred Stock and the Voting Parity Preferred shall terminate.

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    (3)        As long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock (voting as a separate class): (i) authorize or create, or increase the authorized or issued amount of, any Capital Stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up or reclassify any authorized Capital Stock of the Corporation into such shares, or create, authorize, or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter, or repeal the provisions of these Amended and Restated Articles of Incorporation, whether by merger, consolidation, or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege, or voting power of the Series A Preferred Stock or the holders thereof; however, as long as the Series A Preferred Stock remains outstanding with its terms materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of an Event described in clause (ii) above of this Subparagraph (3) shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting power of the holders of Series A Preferred Stock, and (x) any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or (y) any increase in the amount of authorized shares of the Series A Preferred Stock or any other series of Preferred Stock, in each case ranking on a parity with or junior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting powers.

    (4)        Notwithstanding the foregoing, the Series A Preferred Stock shall not be entitled to vote, and the foregoing voting provisions shall not apply, if at or prior to the time when the act with respect to which such vote would otherwise be required is effected, all outstanding shares of the Series A Preferred Stock have been redeemed or called for redemption, and sufficient funds have been deposited in trust for the benefit of the holders of the Series A Preferred Stock to effect such redemption.

    (ii)        Series B Preferred Stock. Subject in all cases to the other provisions of this Section 2 of this Article III, including, without limitation, those provisions restricting the Beneficial Ownership and Constructive Ownership of shares of Capital Stock and those provisions with respect to Excess Stock, the following sets forth the designation, preference, limitation as to dividends, voting, and other rights of the Series B Preferred Stock (defined below) of the Corporation. Terms that are used and not otherwise defined in this Item (ii) have the meanings ascribed to them elsewhere in these Amended and Restated Articles of Incorporation or, if not so defined, their conventional meanings.

    (a)        There is hereby established a series of Preferred Stock designated “Series B Non-Participating Convertible Preferred Stock,” (the “Series B Preferred Stock”), which shall initially consist of 40,000,000 authorized shares, subject to one or more increases in the authorized shares of the series by a further amendment(s) to these Amended and Restated Articles of Incorporation to permit the issuance of additional shares upon the issuance of additional Units (defined below) to Registered Unitholders (defined below) and to accommodate stock dividends or stock splits as provided below.

    (b)        All shares of Series B Preferred Stock purchased, exchanged, or otherwise acquired by the Corporation or that are converted into Common Stock shall be restored to the status of authorized but unissued shares of Preferred Stock.

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    (c)        Except upon the dissolution, liquidation, or winding up of the Corporation, the Series B Preferred Stock shall have no right to any assets of the Corporation, and (except as expressly set forth in this Item (ii)) shall have no right to cash dividends or distributions (from whatever source), but shall have the preference rights upon dissolution, liquidation, and winding up that are set forth in this Item (ii) of this Section 2. The Series B Preferred Stock ranks (i) junior to the Series A Preferred Stock and junior to any Parity Preferred Stock or Senior Preferred Stock (the Series A Preferred Stock, the Parity Preferred Stock, and the Senior Preferred Stock are collectively referred to as the “Series B Senior Preferred Stock”), (ii) pari passu with any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank pari passu with the Series B Preferred Stock as to the distribution of assets upon liquidation (the “Series B Parity Preferred Stock”), and (iii) prior to any other class or series of Capital Stock, including, without limitation, the Common Stock of the Corporation, whether now existing or hereafter created (collectively, the “Series B Junior Stock”). If shares of Common Stock or other securities are distributed on the Common Stock or other voting Capital Stock (as a stock dividend or otherwise) (a “Voting Stock Dividend”), then each share of Series B Preferred Stock shall receive a distribution of the number of shares (or warrants or rights to acquire shares, as the case may be) of Series B Preferred Stock that would then be necessary to preserve the relative voting power of the Series B Preferred Stock (i.e., in relation to the voting power of all outstanding shares of voting Capital Stock) that existed prior to the Voting Stock Dividend.

    (d)        Subject to the rights of the Series B Senior Preferred Stock, upon any voluntary or involuntary dissolution, liquidation, or winding up of the affairs of the Corporation, and before any distribution of assets shall be made in respect of any Series B Junior Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $0.001 per share in cash (or property having a fair market value as determined by the Board of Directors valued at $0.001 per share). After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock shall have no right or claims to any of the remaining assets of the Corporation.

    (e)        The Series B Preferred Stock has no stated maturity and shall not be subject to redemption; however, the foregoing shall not be a restriction on the Corporation’s otherwise lawful redemption of shares of Series B Preferred Stock on a consensual basis with each holder of the shares to be redeemed.

    (f)        (1) The Series B Preferred Stock is convertible, and will be automatically converted under the circumstances described below, into Common Stock at a conversion ratio of 14,000:1; i.e., each 14,000 shares of Series B Preferred Stock may be converted into one share of Common Stock. In lieu of issuing less than a full share (a “fractional share”) of Common Stock upon the conversion of fewer than 14,000 shares (or an integral multiple of 14,000 shares) of Series B Preferred Stock, the Corporation shall redeem the shares of Series B Preferred Stock that would otherwise be convertible into a fractional share of Common Stock (the “Scrip Shares”), and from and after the date of the conversion, the Scrip Shares shall cease to be outstanding shares of Series B Preferred Stock, shall not constitute any other class of Capital Stock, and shall entitle the holder only to receive the cash redemption price, as provided below.

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    (2)        The Corporation will initially issue the Series B Preferred Stock to each Person who, on the initial date of issuance, is a Registered Unitholder at the rate of one share for each Unit held by such Registered Unitholder, if such Registered Unitholder subscribes for the shares and pays to the Corporation an amount equal to the product of $0.001 multiplied by the number of shares of Series B Preferred Stock to be issued to him. Shares of Series B Preferred Stock may be issued only in certificated, fully registered form and may be issued only to Registered Unitholders. The Corporation may issue fractional shares of Series B Preferred Stock. Following the initial issuance of the Series B Preferred Stock, each Registered Unitholder acquiring one or more newly issued Units shall be entitled to receive from the Corporation shares of Series B Preferred Stock equal in number to the number of newly issued Units acquired by such Registered Unitholder, provided that the Registered Unitholder subscribes for the shares and pays to the Corporation an amount equal to the product of $0.001 multiplied by the number of shares of Series B Preferred Stock to be issued to him. Except as provided below, a holder of shares of Series B Preferred Stock may freely effect a transfer of the shares to any Person (subject to the Transfer being in compliance with, or (to the satisfaction of the Corporation) exempt from, applicable securities laws and regulations). Upon a Registered Unitholder’s Transfer of one or more Units to another Registered Unitholder, then (to the extent of the transferring Registered Unitholder’s then ownership of Series B Preferred Stock) the transferring Registered Unitholder shall be deemed to have transferred to the transferee of the Units (i) shares of Series B Preferred Stock equal in number to the number of transferred Units or if, after giving effect to the Unit Transfer, the transferring Registered Unitholder will cease to own any Units, (ii) all of the transferring Registered Unitholder’s shares of Series B Preferred Stock. Notwithstanding the foregoing, a Registered Unitholder shall have the right (which shall be exercised by delivering written notice at the time of the Unit Transfer to the Corporation and the transferee of the Units) to negate the deemed simultaneous Transfer of Series B Preferred Stock. A Registered Unitholder desiring to sell (by exchange or otherwise) Units to the Corporation shall be required to surrender to the Corporation for conversion shares of Series B Preferred Stock equal in number to the number of Units being sold (by exchange or otherwise), but only if and to the extent that, after giving effect to the Corporation’s proposed purchase of Units, the number of outstanding shares of Series B Preferred Stock will exceed the aggregate number of Units held by all Registered Unitholders. Shares of Series B Preferred Stock surrendered for conversion as provided in the immediately preceding sentence shall be converted into Common Stock, as provided in subparagraph (1) of this Paragraph (f), upon the Corporation’s purchase of the Units of the surrendering Registered Unitholder, and the Corporation shall promptly redeem any resulting Scrip Shares for cash, as provided below. Except as provided above in this subparagraph (f)(2), a holder of Series B Preferred Stock shall have no voluntary conversion rights with respect to the Series B Preferred Stock, but shares of Series B Preferred Stock shall automatically convert into Common Stock as provided in subparagraph (3) of this Paragraph (f).

    (3)        After giving effect to a Transfer of shares of Series B Preferred Stock to a Registered Unitholder, the transferee Registered Unitholder is permitted to own shares of Series B Preferred Stock up to (i) the number of Units then owned by such transferee Registered Unitholder or (ii) 5% of the outstanding shares of Series B Preferred Stock, whichever is greater (any shares in excess of a transferee Registered Unitholder’s permitted ownership of Series B Preferred Stock are referred to as the “Disproportionate Shares”). After giving effect to a Transfer of shares of Series B Preferred Stock to any Person who is not a Registered Unitholder, the transferee is permitted to own up to 5% of the outstanding shares of Series B Preferred Stock (any shares held by a transferee of Series B Preferred Stock who is not a Registered Unitholder in excess of such 5% limit are referred to as the “Greater than 5% Shares”). Upon a Transfer of Series B Preferred Stock resulting in the transferee holding Disproportionate Shares or Greater than 5% Shares, as applicable, the Disproportionate Shares or Greater than 5% Shares, as applicable, shall automatically convert into Common Stock as provided in subparagraph (1) of this Paragraph (f) without action on the part of anyone, and the Corporation shall promptly redeem any resulting Scrip Shares for cash, as provided below. Upon any such automatic conversion, each certificate evidencing converted shares of Series B Preferred Stock shall instead represent the whole number of shares of Common Stock into which such shares of Series B Preferred Stock were converted and the right to receive the cash redemption payment for any Scrip Shares evidenced by such certificate until such certificate is surrendered to the Corporation for cancellation in exchange for a Common Stock certificate and the redemption price of the Scrip Shares (if any).

    (4)        Upon conversion of any shares of Series B Preferred Stock, no payment or adjustment shall be made on account of dividends declared and payable to holders of Common Stock of record on a date prior to the date of conversion.

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    (5)        As soon as practicable on or after the date of conversion of shares of Series B Preferred Stock and the surrender to the Corporation of the certificate(s) evidencing the converted shares, the Corporation will issue and deliver to or at the direction of the converting shareholder a certificate(s) for the whole number of shares of Common Stock issuable upon such conversion. The Corporation shall redeem Scrip Shares resulting from a voluntary or automatic conversion of Series B Preferred Stock for a cash payment equal to the fair value of the fractional share of Common Stock into which the Scrip Shares would otherwise be convertible (the fair value shall be the product of the relevant fraction multiplied by the closing price of the Common Stock on the trading date next preceding the date of conversion on the principal national securities exchange on which the Common Stock is listed (or the average of the high and low prices of the Common Stock on such date on the principal national market system on which the Common Stock is traded) or (if the Common Stock is not so listed or traded) the fair value of the Common Stock on such date as determined by the Corporation’s Board of Directors). The Corporation shall be responsible for any stamp or other issuance taxes payable upon the issuance of Common Stock in exchange for surrendered or automatically converted shares of Series B Preferred Stock.

    (g)        (1) On all matters with respect to which shareholders of the Corporation vote, each share of Series B Preferred Stock shall be entitled to one vote. On all matters with respect to which the Series B Preferred Stock is entitled to vote as a separate class, including the nomination of directors pursuant to subparagraph (2) of this Paragraph (g), the action shall be determined by the vote (which may be by non-unanimous written consent) of a majority of the outstanding shares of Series B Preferred Stock entitled to vote. On all other matters, including the election of directors, the Series B Preferred Stock will vote as a single class with all other Capital Stock entitled to vote.

    (2)        With respect to each annual meeting of the Corporation’s shareholders, commencing with the annual meeting of the Corporation’s shareholders to be held in 1999 (the “1999 Annual Meeting”), the holders of shares of Series B Preferred Stock shall have the right, voting as a separate class, to designate nominees for election as directors of the Corporation and to have such nominees included as such in the Corporation’s proxy statement and ballots (or, if none, in a specially prepared proxy statement and ballots) submitted to the shareholders of the Corporation entitled to vote in a timely manner prior to the annual meeting. The Corporation shall use all reasonable efforts, consistent with the Board of Directors’ exercise of its fiduciary duties, to cause the election of the nominees designated by the holders of Series B Preferred Stock. With respect to the 1999 Annual Meeting, the holders of Series B Preferred Stock shall have the right to designate four nominees. With respect to each succeeding annual meeting of shareholders, the number of nominees to be designated by the holders of Series B Preferred Stock (the “Base Number of Series B Nominees”) shall be equal to the difference between (i) four and (ii) the number of directors whose terms commenced prior to and will continue after such meeting and who were nominated to serve such terms by the holders of Series B Preferred Stock, voting as a separate class. The Base Number of Series B Nominees calculated as set forth in the immediately preceding sentence shall be reduced (i) by one, if as of the record date for determining the shareholders entitled to vote for the election of directors at the relevant annual meeting (the “Record Date”), the Registered Unitholders collectively own less than 25% (but at least 15%) of the Fully Diluted Common Stock of the Corporation, (ii) by two, if as of the Record Date, the Registered Unitholders collectively own less than 15% (but at least 10%) of the Fully Diluted Common Stock of the Corporation, (iii) by three, if as of the Record Date, the Registered Unitholders collectively own less than 10% (but at least 5%) of the Fully Diluted Common Stock of the Corporation, and (iv) to zero, if as of the Record Date, the Registered Unitholders collectively own less than 5% of the Fully Diluted Common Stock of the Corporation. For purposes of the immediately preceding sentence, (i) “Fully Diluted Common Stock of the Corporation” means all shares of Common Stock issued and outstanding on the relevant Record Date, plus all shares of Common Stock issuable upon the exercise of vested employee stock options to acquire Common Stock and issuable upon the exchange of Units owned by the Registered Unitholders (assuming a 1:1 exchange ratio and calculated without regard to limitations imposed on the ability or rights of certain Registered Unitholders to exchange Units for Common Stock), and (ii) the Registered Unitholders shall be deemed to “collectively own” all shares of Common Stock that they own in fact, that they have the right to acquire upon the exercise of vested employee stock options, and that would be issued upon the exchange (without regard to limitations imposed on the ability or rights of certain Registered Unitholders to exchange Units for Common Stock) of all outstanding Units (and Units issuable upon the exercise of options to acquire Units) held by the Registered Unitholders.

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    (h)        At all times when the holders of Series B Preferred Stock, voting as a separate class, are entitled to designate nominees for election as directors of the Corporation, (i) the Board of Directors shall consist of nine directors (other than during any vacancy caused by the death, resignation, or removal of a director), plus the number of directors that any series of Preferred Stock, voting separately as a class, has the right to elect because of the Corporation’s default in the payment of preferential dividends due on such series, and (ii) a majority of the directors shall be “independent” (for these purposes, an individual shall be deemed “independent” if such individual is neither an officer nor an employee of the Corporation or any of its direct or indirect subsidiaries). At such time as the holders of Series B Preferred Stock no longer have the right to designate any nominees for election as directors of the Corporation, the size of the Board of Directors shall be as determined in accordance with the provisions of the By-Laws of the Corporation.

    (i)        For purposes of this Item (ii) of this Subsection (c) of this Section 2 of this Article III, the following terms have the indicated meanings:

    (1)        “Registered Unitholder” means a Person, other than the Corporation, (i) who at the relevant time is reflected in the records of The Taubman Realty Group Limited Partnership as a partner in such partnership (or who as the result of a Transfer of Units is being admitted as a partner in such partnership) or (ii) who is (or upon completion of the relevant Transfer (including, for these purposes, the exercise of an option to acquire a Unit) will become) a beneficial owner of Units.

    (2)        “Units” means Units of Partnership Interest in The Taubman Realty Group Limited Partnership (and its successors), and any securities into which such Units of Partnership Interest (as a class) are converted or for which such Units (as a class) are exchanged, whether by merger, reclassification, or otherwise. All references in this Item (ii) of this Subsection (c) of this Section 2 of this Article III to numbers of Units shall be adjusted to reflect any splits, reverse splits, or reclassifications of Units of Partnership Interest.

    (j)        As long as shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class):

    (1)        create, authorize, or issue any securities or any obligation or security convertible into or evidencing the right to purchase any such securities, the issuance of which could adversely and (relative to the other outstanding Capital Stock) disparately affect the voting power or voting rights of the Series B Preferred Stock or the holders of Series B Preferred Stock (including the rights under Paragraph (g) of this Item (ii) of this Subsection (c) of this Section 2 of this Article III, and disregarding, for these purposes, the right of any series of Preferred Stock, voting as a separate class, to elect directors of the Corporation as the result of the Corporation’s default in the payment of a preferential dividend to which the holders of such series of Preferred Stock are entitled);

    (2)        amend, alter, or repeal the provisions of these Amende and Restated Articles of Incorporation, whether by merger, consolidation, or otherwise, in a manner that could adversely affect the voting power or voting rights of the Series B Preferred Stock or the holders of Series B Preferred Stock (including the rights under Paragraph (g) of this Item (ii) of this Subsection (c) of this Section 2 of this Article III, and disregarding, for these purposes, the right of any series of Preferred Stock, voting as a separate class, to elect directors of the Corporation as the result of the Corporation’s default in the payment of a preferential dividend to which the holders of such series of Preferred Stock are entitled);

    (3)        be a party to a material transaction (including, without limitation, a merger, consolidation, or share exchange) (a “Series B Transaction”) if the Series B Transaction could adversely and (relative to the other outstanding Capital Stock) disparately affect the voting power or voting rights of the Series B Preferred Stock or the holders of Series B Preferred Stock (including the rights under Paragraph (g) of this Item (ii) of this Subsection (c) of this Section 2 of this Article III, and disregarding, for these purposes, the right of any series of Preferred Stock, voting as a separate class, to elect directors of the Corporation as the result of the Corporation’s default in the payment of a preferential dividend to which the holders of such series of Preferred Stock are entitled). The provisions of this subparagraph (3) shall apply to successive Series B Transactions; or

    (4)        issue any shares of Series B Preferred Stock to anyone other than a Registered Unitholder as provided in Paragraph (c) or subparagraph (f)(2) of this Item (ii).

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    (iii)        Series C Preferred Stock. Subject in all cases to the other provisions of this Section 2 of this Article III, including, without limitation, those provisions restricting the Beneficial Ownership and Constructive Ownership of shares of Capital Stock and those provisions with respect to Excess Stock, the following sets forth the designation, preferences, limitations as to dividends, voting and other rights, and the terms and conditions of redemption of the Series C Preferred Stock (defined below) of the Corporation.

    (a)        There is hereby established a series of Preferred Stock designated “9% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share” (the “Series C Preferred Stock”), which shall consist of 2,000,000 authorized shares.

    (b)        All shares of Series C Preferred Stock redeemed, purchased, exchanged, or otherwise acquired by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock.

    (c)        The Series C Preferred Stock shall, with respect to dividend rights, rights upon liquidation, winding up or dissolution, and redemption rights, rank (i) junior to any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank prior to the Series C Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Senior Preferred Stock”), (ii) pari passu with the Series A and Series B Preferred Stock and any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank pari passu with the Series C Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Parity Preferred Stock”), and (iii) prior to any other class or series of Capital Stock, including, without limitation, the Common Stock of the Corporation, whether now existing or hereafter created (collectively, the “Junior Stock”).

    (d)        (1) Subject to the rights of any Senior Preferred Stock, the holders of the then outstanding shares of Series C Preferred Stock shall be entitled to receive, as and when declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative preferential cash dividends at the annual rate of 9% of the $37.50 per share liquidation preference (i.e., $3.375 per annum per share). Such dividends shall accrue and be cumulative from the date of original issue and shall be payable in equal quarterly amounts in arrears on or before the last day of each March, June, September, and December or, if such day is not a business day, the next succeeding business day except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date (each, a “Dividend Payment Date”) (for the purposes of this Subparagraph (1) of this Paragraph (d), a “business day” is any day, other than a Saturday, Sunday, or legal holiday, on which banks in Detroit, Michigan, are open for business). The first dividend may be for less than a full quarter. All dividends on the Series C Preferred Stock, including any dividend for any partial dividend period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the 15th day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designed by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each, a “Dividend Record Date”).

    (2)        No dividends on the Series C Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment, or setting apart for payment or provides that such declaration, payment, or setting apart for payment would constitute a breach of, or a default under, such agreement or if such declaration, payment, or setting aside shall be restricted or prohibited by law.

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    (3)        Dividends on the Series C Preferred Stock shall accrue and be cumulative regardless of whether the Corporation has earnings, regardless of whether there are funds legally available for the payment of such dividends, and regardless of whether such dividends are declared. Accrued but unpaid dividends on the Series C Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable. Except as set forth below in this Subparagraph (3), no dividends shall be declared or paid or set apart for payment on any Common Stock or any other series of Preferred Stock ranking, as to dividends, on a parity with or junior to the Series C Preferred Stock (other than a dividend in shares of Junior Stock) for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series C Preferred Stock for all past dividend periods and the then current dividend period. When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series C Preferred Stock and the shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series C Preferred Stock, all dividends declared upon the Series C Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series C Preferred Stock shall be declared pro rata, so that the amount of dividends declared per share of Series C Preferred Stock and such other series of Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series C Preferred Stock and such other series of Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest shall be payable in respect of any dividend payment on the Series C Preferred Stock that may be in arrears. Holders of shares of the Series C Preferred Stock shall not be entitled to any dividend, whether payable in cash, property, or stock, in excess of full cumulative dividends on the Series C Preferred Stock as provided above. Any dividend payment made on shares of the Series C Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable.

    (4)        Except as provided in Subparagraph (3) of this Paragraph (d) of this Item (iii) of this Subsection (c) of this Section 2 of this Article III, unless full cumulative dividends on the Series C Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period: (i) no dividends (other than in shares of Junior Stock) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock or the Series B Preferred Stock (or any other Preferred Stock ranking junior to or on a parity with the Series C Preferred Stock as to dividends or upon liquidation); and (ii) no shares of Common Stock or the Series B Preferred Stock (or any other Preferred Stock of the Corporation ranking junior to or on a parity with the Series C Preferred Stock as to dividends or upon liquidation) shall be redeemed, purchased, or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for Junior Stock).

    (5)        If for any taxable year the Corporation elects to designate as “capital gains dividends” (as defined in Section 857 of the Code) any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Capital Stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of Series C Preferred Stock shall be the amount that the total dividends paid or made available to the holders of the Series C Preferred Stock for the year bears to the Total Dividends.

    (6)        Notwithstanding anything to the contrary set forth herein, the Corporation may declare and pay a dividend on the Common Stock, without preserving the priority of distributions described in Subparagraphs 3 and 4 of this Paragraph (d) of this Item (iii) of this Subsection (c) of this Section 2 of this Article III, but only to the extent such dividends are required to preserve the Real Estate Investment Trust status of the Corporation and to avoid the imposition of an excise tax on the Corporation.

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    (e)        Subject to the rights of any Senior Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and before any distribution of assets shall be made in respect of any Junior Stock, the holders of the Series C Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $37.50 per share in cash (or property having a fair market value as determined by the Board of Directors valued at $37.50 per share), plus an amount equal to any accrued but unpaid dividends to the date of payment. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Stock shall have no right or claims to any of the remaining assets of the Corporation. Neither the consolidation or merger of the Corporation with or into any other corporation, trust, or entity (or of any other corporation with or into the Corporation) nor the sale, lease, or conveyance of all or substantially all of the property or business of the Corporation shall be deemed to constitute a liquidation, dissolution or winding up of the Corporation for the purpose of this Paragraph (e) of this Item (iii).

    (f)        (1) The Series C Preferred Stock is not redeemable prior to September 3, 2004. On and after September 3, 2004, the Corporation, at its option upon not less than 30 nor more than 60 days’ written notice, may redeem shares of the Series C Preferred Stock, in whole or in part, at any time and from time to time, for a cash redemption price of $37.50 per share, plus all accrued and unpaid dividends to the date fixed for redemption (except as provided below).

    (2)        The redemption price of the Series C Preferred Stock (other than the portion thereof consisting of accrued but unpaid dividends) shall be payable solely out of the sale proceeds of other “capital stock” of the Corporation. For purposes of the preceding sentence, the term “capital stock” means any equity securities of the Corporation (including Common Stock and Preferred Stock), shares, interest, participation, or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing. Holders of Series C Preferred Stock to be redeemed shall surrender such shares at the place designated in the notice of redemption and shall be entitled to the redemption price and any accrued and unpaid dividends payable upon such redemption following such surrender. If notice of redemption has been given and if the Corporation has set aside in trust the funds necessary for the redemption, then from and after the redemption date: (i) dividends shall cease to accrue on such shares of Series C Preferred Stock; (ii) such shares of Series C Preferred Stock shall no longer be deemed outstanding; and (iii) all rights of the holders of such shares shall terminate, except the right to receive the redemption price. If less than all of the outstanding Series C Preferred Stock is to be redeemed, the Series C Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Corporation.

    (3)        Unless full cumulative dividends on all shares of Series C Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment, no shares of Series C Preferred Stock shall be redeemed unless all outstanding shares of Series C Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series C Preferred Stock (except by exchange for Junior Stock); however, the foregoing shall not prevent the purchase or acquisition of shares of Series C Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series C Preferred Stock.

    (4)        Notice of redemption shall be given by publication in a newspaper of general circulation in The City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the redemption date. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series C Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any shares of Series C Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series C Preferred Stock to be redeemed; (iv) the place or places where the Series C Preferred Stock is to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of the Series C Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series C Preferred Stock to be redeemed from such holder.

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    (5)        The holders of Series C Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable with respect to such Series C Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption thereof between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, regardless of whether in arrears, on called Series C Preferred Stock.

    (6)        The Series C Preferred Stock has no stated maturity and no sinking fund shall be required and shall not be subject to mandatory redemption. The Series C Preferred Stock is not convertible into any other securities of the Corporation, but is subject to the Excess Stock (and all other) provisions of this Article III.

    (g)        (1) Except as may be required by law or as otherwise expressly provided in this Item (iii) of this Subsection (c) of this Section 2 of this Article III, the holders of Series C Preferred Stock shall not be entitled to vote. On all matters with respect to which the Series C Preferred Stock is entitled to vote, each share of Series C Preferred Stock shall be entitled to one vote.

    (2)        Whenever dividends on the Series C Preferred Stock are in arrears (which shall, with respect to any quarterly dividend, mean that any such divided has not been paid in full whether or not earned or declared) for six or more quarterly periods (whether consecutive or not), the number of directors then constituting the Board of Directors shall be increased by two, and the holders of Series C Preferred Stock (voting separately as a class with all other series of Voting Parity Preferred) shall have the right to elect two directors of the Corporation at a special meeting called by the holders of record of at least 10% of the Series C Preferred Stock or at least 10% of any other Voting Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting, until all dividends accumulated on the Series C Preferred Stock for the past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment of such dividends has been set aside for payment. If and when all accumulated dividends and the dividend for the then current dividend period on the Series C Preferred Stock shall have been paid in full or set aside for payment in full, the holders of the Series C Preferred Stock shall be divested of the foregoing voting rights (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six quarterly dividends), and if all accumulated dividends and the dividend for the then current period have been paid in full or set aside for payment in full on all series of Voting Parity Preferred, the term of office of each director so elected by the holders of the Series C Preferred Stock and the Voting Parity Preferred shall terminate.

    (3)        As long as any hares of Series C Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock (voting as a separate class); (i) authorize or create, or increase the authorized or issued amount of, any Capital Stock ranking senior to the Series C Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up or reclassify any authorized Capital Stock of the Corporation into or exchangeable for such shares, or create, authorize, or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter, or repeal the provisions of these Amended and Restated Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege, or voting power of the Series C Preferred Stock or the holders thereof; however, as long as the Series C Preferred Stock remains outstanding with its terms materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of an Event described in clause (ii) above of this Subparagraph (3) shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting power of the holders of Series C Preferred Stock, and (x) any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or (y) any increase in the amount of authorized shares of the Series C Preferred Stock or any other series of Preferred Stock, in the case of either (x) or (y) ranking on a parity with or junior to the Series C Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting powers.

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    (4)        Notwithstanding the foregoing, the Series C Preferred Stock shall not be entitled to vote, and the foregoing voting provisions shall not apply, if at or prior to the time when the act with respect to which such vote would otherwise be required is effected, all outstanding shares of the Series C Preferred Stock have been redeemed or called for redemption, and sufficient funds have been deposited in trust for the benefit of the holders of the Series C Preferred Stock to effect such redemption.

    (iv)        Series D Preferred Stock. Subject in all cases to the other provisions of this Section 2 of this Article III, including, without limitation, those provisions restricting the Beneficial Ownership and Constructive Ownership of shares of Capital Stock and those provisions with respect to Excess Stock, the following sets forth the designation, preferences, limitations as to dividends, voting and other rights, and the terms and conditions of redemption of the Series D Preferred Stock (defined below) of the Corporation.

    (a)        There is hereby established a series of Preferred Stock designated “9% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share” (the “Series D Preferred Stock”), which shall consist of 250,000 authorized shares.

    (b)        All shares of Series D Preferred Stock redeemed, purchased, exchanged, or otherwise acquired by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock.

    (c)        The Series D Preferred Stock shall, with respect to dividend rights, rights upon liquidation, winding up or dissolution, and redemption rights, rank (i) junior to any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank prior to the Series D Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Senior Preferred Stock”), (ii) pari passu with the Series A, Series B and Series C Preferred Stock and any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank pari passu with the Series D Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Parity Preferred Stock”), and (iii) prior to any other class or series of Capital Stock, including, without limitation, the Common Stock of the Corporation, whether now existing or hereafter created (collectively, the “Junior Stock”).

    (d)        (1) Subject to the rights of any Senior Preferred Stock, the holders of the then outstanding shares of Series D Preferred Stock shall be entitled to receive, as and when declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative preferential cash dividends at the annual rate of 9% of the $100 per share liquidation preference (i.e., $9.00 per annum per share). Such dividends shall accrue and be cumulative from the date of original issue and shall be payable in equal quarterly amounts in arrears on or before the last day of each March, June, September, and December or, if such day is not a business day, the next succeeding business day except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date (each, a “Dividend Payment Date”) (for the purposes of this Subparagraph (1) of this Paragraph (d), a “business day” is any day, other than a Saturday, Sunday, or legal holiday, on which banks in Detroit, Michigan, are open for business). The first dividend may be for less than a full quarter. All dividends on the Series D Preferred Stock, including any dividend for any partial dividend period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the 15th day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designed by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each, a “Dividend Record Date”).

    (2)        No dividends on the Series D Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment, or setting apart for payment or provides that such declaration, payment, or setting apart for payment would constitute a breach of, or a default under, such agreement or if such declaration, payment, or setting aside shall be restricted or prohibited by law.

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    (3)        Dividends on the Series D Preferred Stock shall accrue and be cumulative regardless of whether the Corporation has earnings, regardless of whether there are funds legally available for the payment of such dividends, and regardless of whether such dividends are declared. Accrued but unpaid dividends on the Series D Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable. Except as set forth below in this Subparagraph (3), no dividends shall be declared or paid or set apart for payment on any Common Stock or any other series of Preferred Stock ranking, as to dividends, on a parity with or junior to the Series D Preferred Stock (other than a dividend in shares of Junior Stock) for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series D Preferred Stock for all past dividend periods and the then current dividend period. When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series D Preferred Stock and the shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series D Preferred Stock, all dividends declared upon the Series D Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series D Preferred Stock shall be declared pro rata, so that the amount of dividends declared per share of Series D Preferred Stock and such other series of Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and such other series of Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest shall be payable in respect of any dividend payment on the Series D Preferred Stock that may be in arrears. Holders of shares of the Series D Preferred Stock shall not be entitled to any dividend, whether payable in cash, property, or stock, in excess of full cumulative dividends on the Series D Preferred Stock as provided above. Any dividend payment made on shares of the Series D Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable.

    (4)        Except as provided in Subparagraph (3) of this Paragraph (d) of this Item (iv) of this Subsection (c) of this Section 2 of this Article III, unless full cumulative dividends on the Series D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period: (i) no dividends (other than in shares of Junior Stock) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock, or the Series B Preferred Stock (or any other Preferred Stock ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation); and (ii) no shares of Common Stock or the Series B Preferred Stock (or any other Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation) shall be redeemed, purchased, or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for Junior Stock).

    (5)        If for any taxable year the Corporation elects to designate as “capital gains dividends” (as defined in Section 857 of the Code) any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Capital Stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of Series D Preferred Stock shall be the amount that the total dividends paid or made available to the holders of the Series D Preferred Stock for the year bears to the Total Dividends.

    (6)        Notwithstanding anything to the contrary set forth herein, the Corporation may declare and pay a dividend on the Common Stock, without preserving the priority of distributions described in Subparagraphs 3 and 4 of this Paragraph (d) of this Item (iii) of this Subsection (c) of this Section 2 of this Article III, but only to the extent such dividends are required to preserve the Real Estate Investment Trust status of the Corporation and to avoid the imposition of an excise tax on the Corporation.

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    (e)        Subject to the rights of any Senior Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and before any distribution of assets shall be made in respect of any Junior Stock, the holders of the Series D Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $100 per share in cash (or property having a fair market value as determined by the Board of Directors valued at $100 per share), plus an amount equal to any accrued but unpaid dividends to the date of payment. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Stock shall have no right or claims to any of the remaining assets of the Corporation. Neither the consolidation or merger of the Corporation with or into any other corporation, trust, or entity (or of any other corporation with or into the Corporation) nor the sale, lease, or conveyance of all or substantially all of the property or business of the Corporation shall be deemed to constitute a liquidation, dissolution or winding up of the Corporation for the purpose of this Paragraph (e) of this Item (iv).

    (f)        (1) The Series D Preferred Stock is not redeemable prior to November 24, 2004. On and after November 24, 2004, the Corporation, at its option upon not less than 30 nor more than 60 days’ written notice, may redeem shares of the Series D Preferred Stock, in whole or in part, at any time and from time to time, for a cash redemption price of $100 per share, plus all accrued and unpaid dividends to the date fixed for redemption (except as provided below).

    (2)        The redemption price of the Series D Preferred Stock (other than the portion thereof consisting of accrued but unpaid dividends) shall be payable solely out of the sale proceeds of other “capital stock” of the Corporation. For purposes of the preceding sentence, the term “capital stock” means any equity securities of the Corporation (including Common Stock and Preferred Stock), shares, interest, participation, or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing. Holders of Series D Preferred Stock to be redeemed shall surrender such shares at the place designated in the notice of redemption and shall be entitled to the redemption price and any accrued and unpaid dividends payable upon such redemption following such surrender. If notice of redemption has been given and if the Corporation has set aside in trust the funds necessary for the redemption, then from and after the redemption date: (i) dividends shall cease to accrue on such shares of Series D Preferred Stock; (ii) such shares of Series D Preferred Stock shall no longer be deemed outstanding; and (iii) all rights of the holders of such shares shall terminate, except the right to receive the redemption price. If less than all of the outstanding Series D Preferred Stock is to be redeemed, the Series D Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Corporation.

    (3)        Unless full cumulative dividends on all shares of Series D Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment, no shares of Series D Preferred Stock shall be redeemed unless all outstanding shares of Series D Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series D Preferred Stock (except by exchange for Junior Stock); however, the foregoing shall not prevent the purchase or acquisition of shares of Series D Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series D Preferred Stock.

    (4)        Notice of redemption shall be given by publication in a newspaper of general circulation in The City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the redemption date. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series D Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any shares of Series D Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series D Preferred Stock to be redeemed; (iv) the place or places where the Series D Preferred Stock is to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of the Series D Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series D Preferred Stock to be redeemed from such holder.

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    (5)        The holders of Series D Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable with respect to such Series D Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption thereof between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, regardless of whether in arrears, on called Series D Preferred Stock.

    (6)        The Series D Preferred Stock has no stated maturity and no sinking fund shall be required and shall not be subject to mandatory redemption. The Series D Preferred Stock is not convertible into any other securities of the Corporation, but is subject to the Excess Stock (and all other) provisions of this Article III.

    (g)        (1) Except as may be required by law or as otherwise expressly provided in this Item (iv) of this Subsection (c) of this Section 2 of this Article III, the holders of Series D Preferred Stock shall not be entitled to vote. On all matters with respect to which the Series D Preferred Stock is entitled to vote, each share of Series D Preferred Stock shall be entitled to one vote.

    (2)        Whenever dividends on the Series D Preferred Stock are in arrears (which shall, with respect to any quarterly dividend, mean that any such divided has not been paid in full whether or not earned or declared) for six or more quarterly periods (whether consecutive or not), the number of directors then constituting the Board of Directors shall be increased by two, and the holders of Series D Preferred Stock (voting separately as a class with all other series of Voting Parity Preferred) shall have the right to elect two directors of the Corporation at a special meeting called by the holders of record of at least 10% of the Series D Preferred Stock or at least 10% of any other Voting Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting, until all dividends accumulated on the Series D Preferred Stock for the past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment of such dividends has been set aside for payment. If and when all accumulated dividends and the dividend for the then current dividend period on the Series D Preferred Stock shall have been paid in full or set aside for payment in full, the holders of the Series D Preferred Stock shall be divested of the foregoing voting rights (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six quarterly dividends), and if all accumulated dividends and the dividend for the then current period have been paid in full or set aside for payment in full on all series of Voting Parity Preferred, the term of office of each director so elected by the holders of the Series D Preferred Stock and the Voting Parity Preferred shall terminate.

    (3)        As long as any shares of Series D Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Series D Preferred Stock (voting as a separate class); (i) authorize or create, or increase the authorized or issued amount of, any Capital Stock ranking senior to the Series D Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up or reclassify any authorized Capital Stock of the Corporation into or exchangeable for such shares, or create, authorize, or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter, or repeal the provisions of these Amended and Restated Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege, or voting power of the Series D Preferred Stock or the holders thereof; however, as long as the Series D Preferred Stock remains outstanding with its terms materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of an Event described in clause (ii) above of this Subparagraph (3) shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting power of the holders of Series D Preferred Stock, and (x) any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or (y) any increase in the amount of authorized shares of the Series D Preferred Stock or any other series of Preferred Stock, in the case of either (x) or (y) ranking on a parity with or junior to the Series D Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting powers.

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    (4)        Notwithstanding the foregoing, the Series D Preferred Stock shall not be entitled to vote, and the foregoing voting provisions shall not apply, if at or prior to the time when the act with respect to which such vote would otherwise be required is effected, all outstanding shares of the Series D Preferred Stock have been redeemed or called for redemption, and sufficient funds have been deposited in trust for the benefit of the holders of the Series D Preferred Stock to effect such redemption.

    (v)        Series F Preferred Stock. Subject in all cases to the other provisions of this Section 2 of this Article III, including, without limitation, those provisions restricting the Beneficial Ownership and Constructive Ownership of shares of Capital Stock and those provisions with respect to Excess Stock, the following sets forth the designation, preferences, limitations as to dividends, voting and other rights, and the terms and conditions of redemption of the Series F Preferred Stock (defined below) of the Corporation.

    (a)        There is hereby established a series of Preferred Stock designated “8.20% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share” (the “Series F Preferred Stock”), which shall consist of 300,000 authorized shares.

    (b)        All shares of Series F Preferred Stock redeemed, purchased, exchanged, or otherwise acquired by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock.

    (c)        The Series F Preferred Stock shall, with respect to dividend rights, rights upon liquidation, winding up or dissolution, and redemption rights, rank (i) junior to any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank prior to the Series F Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Senior Preferred Stock”), (ii) pari passu with the Series A, Series B, Series C, and Series D Preferred Stock and any other series of Preferred Stock hereafter duly established by the Board of Directors of the Corporation, the terms of which specifically provide that such series shall rank pari passu with the Series F Preferred Stock as to the payment of dividends and distribution of assets upon liquidation (the “Parity Preferred Stock”), and (iii) prior to any other class or series of Capital Stock, including, without limitation, the Common Stock of the Corporation, whether now existing or hereafter created (collectively, the “Junior Stock”).

    (d)        (1) Subject to the rights of any Senior Preferred Stock, the holders of the then outstanding shares of Series F Preferred Stock shall be entitled to receive, as and when declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative preferential cash dividends at the annual rate of 8.20% of the $100 per share liquidation preference (i.e., $8.20 per annum per share). Such dividends shall accrue and be cumulative from the date of original issue and shall be payable in equal quarterly amounts in arrears on or before the last day of each March, June, September, and December or, if such day is not a business day, the next succeeding business day except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date (each, a “Dividend Payment Date”) (for the purposes of this Subparagraph (1) of this Paragraph (d), a “business day” is any day, other than a Saturday, Sunday, or legal holiday, on which banks in Detroit, Michigan, are open for business). The first dividend may be for less than a full quarter. All dividends on the Series F Preferred Stock, including any dividend for any partial dividend period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date, which shall be the 15^th day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designed by the Board of Directors of the Corporation for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each, a “Dividend Record Date”).

    (2)        No dividends on the Series F Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Corporation at such time as any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment, or setting apart for payment or provides that such declaration, payment, or setting apart for payment would constitute a breach of, or a default under, such agreement or if such declaration, payment, or setting aside shall be restricted or prohibited by law.

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    (3)        Dividends on the Series F Preferred Stock shall accrue and be cumulative regardless of whether the Corporation has earnings, regardless of whether there are funds legally available for the payment of such dividends, and regardless of whether such dividends are declared. Accrued but unpaid dividends on the Series F Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable. Except as set forth below in this Subparagraph (3), no dividends shall be declared or paid or set apart for payment on any Common Stock or any other series of Preferred Stock ranking, as to dividends, on a parity with or junior to the Series F Preferred Stock (other than a dividend in shares of Junior Stock) for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series F Preferred Stock for all past dividend periods and the then current dividend period. When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series F Preferred Stock and the shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series F Preferred Stock, all dividends declared upon the Series F Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series F Preferred Stock shall be declared pro rata, so that the amount of dividends declared per share of Series F Preferred Stock and such other series of Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series F Preferred Stock and such other series of Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest shall be payable in respect of any dividend payment on the Series F Preferred Stock that may be in arrears. Holders of shares of the Series F Preferred Stock shall not be entitled to any dividend, whether payable in cash, property, or stock, in excess of full cumulative dividends on the Series F Preferred Stock as provided above. Any dividend payment made on shares of the Series F Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable.

    (4)        Except as provided in Subparagraph (3) of this Paragraph (d) of this Item (v) of this Subsection (c) of this Section 2 of this Article III, unless full cumulative dividends on the Series F Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period: (i) no dividends (other than in shares of Junior Stock) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock (or any other Preferred Stock ranking junior to or on a parity with the Series F Preferred Stock as to dividends or upon liquidation); and (ii) no shares of Common Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock (or any other Preferred Stock of the Corporation ranking junior to or on a parity with the Series F Preferred Stock as to dividends or upon liquidation) shall be redeemed, purchased, or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for Junior Stock).

    (5)        If for any taxable year the Corporation elects to designate as “capital gains dividends” (as defined in Section 857 of the Code) any portion (the “Capital Gains Amount”) of the dividends paid or made available for the year to holders of all classes of Capital Stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of Series F Preferred Stock shall be the amount that the total dividends paid or made available to the holders of the Series F Preferred Stock for the year bears to the Total Dividends.

    (6)        Notwithstanding anything to the contrary set forth herein, the Corporation may declare and pay a dividend on the Common Stock, without preserving the priority of distributions described in Subparagraphs 3 and 4 of this Paragraph (d) of this Item (iii) of this Subsection (c) of this Section 2 of this Article III, but only to the extent such dividends are required to preserve the Real Estate Investment Trust status of the Corporation and to avoid the imposition of an excise tax on the Corporation.

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    (e)        Subject to the rights of any Senior Preferred Stock, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, and before any distribution of assets shall be made in respect of any Junior Stock, the holders of the Series F Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $100 per share in cash (or property having a fair market value as determined by the Board of Directors valued at $100 per share), plus an amount equal to any accrued but unpaid dividends to the date of payment. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series F Preferred Stock shall have no right or claims to any of the remaining assets of the Corporation. Neither the consolidation or merger of the Corporation with or into any other corporation, trust, or entity (or of any other corporation with or into the Corporation) nor the sale, lease, or conveyance of all or substantially all of the property or business of the Corporation shall be deemed to constitute a liquidation, dissolution or winding up of the Corporation for the purpose of this Paragraph (e) of this Item (v).

    (f)        (1) The Series F Preferred Stock is not redeemable prior to May 27, 2009. On and after May 27, 2009, the Corporation, at its option upon not less than 30 nor more than 60 days’ written notice, may redeem shares of the Series F Preferred Stock, in whole or in part, at any time and from time to time, for a cash redemption price of $100 per share, plus all accrued and unpaid dividends to the date fixed for redemption (except as provided below).

    (2)        Holders of Series F Preferred Stock to be redeemed shall surrender such shares at the place designated in the notice of redemption and shall be entitled to the redemption price and any accrued and unpaid dividends payable upon such redemption following such surrender. If notice of redemption has been given and if the Corporation has set aside in trust the funds necessary for the redemption, then from and after the redemption date: (i) dividends shall cease to accrue on such shares of Series F Preferred Stock; (ii) such shares of Series F Preferred Stock shall no longer be deemed outstanding; and (iii) all rights of the holders of such shares shall terminate, except the right to receive the redemption price. If less than all of the outstanding Series F Preferred Stock is to be redeemed, the Series F Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Corporation.

    (3)        Unless full cumulative dividends on all shares of Series F Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment, no shares of Series F Preferred Stock shall be redeemed unless all outstanding shares of Series F Preferred Stock are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series F Preferred Stock (except by exchange for Junior Stock); however, the foregoing shall not prevent the purchase or acquisition of shares of Series F Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series F Preferred Stock.

    (4)        Notice of redemption shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series F Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any shares of Series F Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series F Preferred Stock to be redeemed; (iv) the place or places where the Series F Preferred Stock is to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of the Series F Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series F Preferred Stock to be redeemed from such holder.

    (5)        The holders of Series F Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payable with respect to such Series F Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption thereof between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided above, the Corporation will make no payment or allowance for unpaid dividends, regardless of whether in arrears, on called Series F Preferred Stock.

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    (6)        The Series F Preferred Stock has no stated maturity and no sinking fund shall be required and shall not be subject to mandatory redemption. The Series F Preferred Stock is not convertible into any other securities of the Corporation, but is subject to the Excess Stock (and all other) provisions of this Article III.

    (g)        (1) Except as may be required by law or as otherwise expressly provided in this Item (v) of this Subsection (c) of this Section 2 of this Article III, the holders of Series F Preferred Stock shall not be entitled to vote. On all matters with respect to which the Series F Preferred Stock is entitled to vote, each share of Series F Preferred Stock shall be entitled to one vote.

    (2)        Whenever dividends on the Series F Preferred Stock are in arrears (which shall, with respect to any quarterly dividend, mean that any such divided has not been paid in full whether or not earned or declared) for six or more quarterly periods (whether consecutive or not), the number of directors then constituting the Board of Directors shall be increased by two, and the holders of Series F Preferred Stock (voting separately as a class with all other series of Voting Parity Preferred) shall have the right to elect two directors of the Corporation at a special meeting called by the holders of record of at least 10% of the Series F Preferred Stock or at least 10% of any other Voting Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting, until all dividends accumulated on the Series F Preferred Stock for the past dividend periods and the then current dividend period have been fully paid or declared and a sum sufficient for the payment of such dividends has been set aside for payment. If and when all accumulated dividends and the dividend for the then current dividend period on the Series F Preferred Stock shall have been paid in full or set aside for payment in full, the holders of the Series F Preferred Stock shall be divested of the foregoing voting rights (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six quarterly dividends), and if all accumulated dividends and the dividend for the then current period have been paid in full or set aside for payment in full on all series of Voting Parity Preferred, the term of office of each director so elected by the holders of the Series F Preferred Stock and the Voting Parity Preferred shall terminate.

    (3)        As long as any shares of Series F Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Series F Preferred Stock (voting as a separate class); (i) authorize or create, or increase the authorized or issued amount of, any Capital Stock ranking senior to the Series F Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up or reclassify any authorized Capital Stock of the Corporation into or exchangeable for such shares, or create, authorize, or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter, or repeal the provisions of these Amended and Restated Articles of Incorporation, whether by merger, consolidation or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege, or voting power of the Series F Preferred Stock or the holders thereof; however, as long as the Series F Preferred Stock remains outstanding with its terms materially unchanged, taking into account that upon the occurrence of an Event, the Corporation may not be the surviving entity, the occurrence of an Event described in clause (ii) above of this Subparagraph (3) shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting power of the holders of Series F Preferred Stock, and (x) any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or (y) any increase in the amount of authorized shares of the Series F Preferred Stock or any other series of Preferred Stock, in the case of either (x) or (y) ranking on a parity with or junior to the Series F Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution, or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges, or voting powers.

    (4)        Notwithstanding the foregoing, the Series F Preferred Stock shall not be entitled to vote, and the foregoing voting provisions shall not apply, if at or prior to the time when the act with respect to which such vote would otherwise be required is effected, all outstanding shares of the Series F Preferred Stock have been redeemed or called for redemption, and sufficient funds have been deposited in trust for the benefit of the holders of the Series F Preferred Stock to effect such redemption.

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    (d)        Restrictions on Transfer.

    (i)        Definitions. The following terms shall have the following meanings for purposes of these Amended and Restated Articles of Incorporation:

        “Affiliate” and “Affiliates” mean, (i) with respect to any individual, any member of such individual’s Immediate Family, a Family Trust with respect to such individual, and any Person (other than an individual) in which such individual and/or his Affiliate(s) owns, directly or indirectly, more than 50% of any class of Equity Security or of the aggregate Beneficial Interest of all beneficial owners, or in which such individual or his Affiliate is the sole general partner, or is the sole managing general partner, or which is controlled by such individual and/or his Affiliates; and (ii) with respect to any Person (other than an individual), any Person (other than an individual) which controls, is controlled by, or is under common control with, such Person, and any individual who is the sole general partner or the sole managing general partner in, or who controls, such Person. The terms “Affiliated” and “Affiliated with” shall have the correlative meanings.

        “Beneficial Interest” means an interest, whether as partner, joint venturer, cestui que trust, or otherwise, a contract right, or a legal or equitable position under or by which the possessor participates in the economic or other results of the Person (other than an individual) to which such interest, contract right, or position relates.

        “Beneficial Ownership” means ownership of shares of Capital Stock (including Capital Stock that may be acquired upon conversion of Debentures) (i) by a Person who owns such shares of Capital Stock in his own name or is treated as an owner of such shares of Capital Stock constructively through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code; or (ii) by a person who falls within the definition of “Beneficial Owner” under Section 776(4) of the Act. The terms “Beneficial Owner”, “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

        “Capital Stock” means the Common Stock and the Preferred Stock, including shares of Common Stock and Preferred Stock that have become Excess Stock.

        “Charitable Proceeds” means the amounts due from time to time to the Designated Charity, consisting of (i) dividends or other distributions, including capital gain distributions (but not including liquidating distributions not otherwise within the definition of Excess Liquidation Proceeds), paid with respect to Excess Stock, (ii) in the case of a sale of Excess Stock, the excess, if any, of the Net Sales Proceeds over the amount due to the Purported Transferee as determined under Item (iii)(b) of Subsection (e) of this Section 2 of this Article III, and (iii) in the case of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Excess Liquidation Proceeds.

        “Code” means the Internal Revenue Code of 1986, as amended from time to time.

        “Constructive Ownership” means ownership of shares of Capital Stock (including Capital Stock that may be acquired upon conversion of Debentures) by a Person who owns such shares of Capital Stock in his own name or would be treated as an owner of such shares of Capital Stock constructively through the application of Section 318 of the Code, as modified by Section 856 (d)(5) of the Code. The terms “Constructive Owner”, “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

        “Control(s)” (and its correlative terms “Controlled By” and “Under Common Control With”) means, with respect to any Person (other than an individual), possession by the applicable Person or Persons of the power, acting alone (or solely among such applicable Person or Persons, acting together), to designate and direct or cause the designation and direction of the management and policies thereof, whether through the ownership of voting securities, by contract, or otherwise.

        “Debentures” means any convertible debentures or other convertible debt securities issued by the Corporation from time to time.

        “Demand” means the written notice to the Purported Transferee demanding delivery to the Designated Agent of (i) all certificates or other evidence of ownership of shares of Excess Stock and (ii) Excess Share Distributions. Any reference to “the date of the Demand” means the date upon which the Demand is mailed or otherwise transmitted by the Corporation.

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        “Designated Agent” means the agent designated by the Board of Directors, from time to time, to act as attorney-in-fact for the Designated Charity and to take delivery of certificates or other evidence of ownership of shares of Excess Stock and Excess Share Distributions from a Purported Transferee.

        “Designated Charity” means any one or more organizations described in Sections 501(c)(3) and 170(c) of the Code, as may be designated by the Board of Directors from time to time to receive any Charitable Proceeds.

        “Equity Security” has the meaning ascribed to it in the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder (and any successor laws, rules and regulations of similar import).

        “Excess Liquidation Proceeds” means, with respect to shares of Excess Stock, the excess, if any, of (i) the amount which would have been due to the Purported Transferee pursuant to Subsection (a)(ii) of this Section 2 of this Article III with respect to such stock in the case of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation if the Transfer had been valid under Item (ii) of this Subsection (d) of this Section 2 of this Article III, over (ii) the amount due to the Purported Transferee as determined under Item (iii)(b)(2) of Subsection (e) of this Section 2 of this Article III.

        “Excess Share Distributions” means dividends or other distributions, including, without limitation, capital gain distributions and liquidating distributions, paid with respect to shares of Excess Stock.

        “Excess Stock” means shares of Common Stock and shares of Preferred Stock that have been automatically converted to Excess Stock pursuant to the provisions of Item (iii) of this Subsection (d) of this Section 2 of this Article III, and which are subject to the provisions of Subsection (e) of this Section 2 of this Article III.

        “Existing Holder” means (i) the General Motors Hourly-Rate Employes Pension Trust, (ii) the General Motors Salaried Employes Pension Trust (such trusts referred to in (i) or (ii) are hereinafter referred to as “GMPTS”), (iii) the AT&T Master Pension Trust, (iv) any nominee of the foregoing, and (v) any Person to whom an Existing Holder transfers Beneficial Interest of Regular Capital Stock if (x) the result of such transfer would be to cause the transferee to Beneficially Own shares of Regular Capital Stock in excess of the greater of the Ownership Limit or any pre-existing Existing Holder Limit with respect to such transferee (such excess being herein referred to as the “Excess Amount”) and (y) the transferor Existing Holder, by notice to the Corporation in connection with such transfer, designates such transferee as a successor Existing Holder (it being understood that, upon any such transfer, the Existing Holder Limit for the transferor Existing Holder shall be reduced by the Excess Amount and the then applicable Ownership Limit or Existing Holder Limit for the transferee Existing Holder shall be increased by such Excess.

        “Existing Holder Limit” (i) for any Existing Holder who is an Existing Holder by virtue of Clauses (i) and (ii) of the definition thereof means the greater of (x) 9.9% of the outstanding Capital Stock, reduced (but not below the Ownership Limit) by any Excess Amount transferred in accordance with clause (v) of the definition of Existing Holder and (y) 4,365,713 shares of Regular Capital Stock (as adjusted to reflect any increase in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split), reduced (but not below the Ownership Limit) by any Excess Amount transferred in accordance with clause (v) of the definition of Existing Holder, (ii) for any Existing Holder who is an Existing Holder by virtue of Clause (iii) of the definition thereof means the greater of (x) 13.74% of the outstanding Capital Stock, reduced (but not below the Ownership Limit) by any Excess Amount transferred in accordance with clause (v) of the definition of Existing Holder and (y) 6,059,080 shares of Regular Capital Stock (as adjusted to reflect any increase in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split), reduced (but not below the Ownership Limit) by any Excess Amount transferred in accordance with Clause (v) of the definition of Existing Holder, (iii) for any Existing Holder who is an Existing Holder by virtue of Clause (iv) of the definition thereof means the percentage of the outstanding Capital Stock or the number of shares of the outstanding Regular Capital Stock that the Beneficial Owner for whom the Existing Holder is acting as nominee is permitted to own under this definition, and (iv) for any Existing Holder who is an Existing Holder by virtue of Clause (v) of the definition thereof means the greater of (x) a percentage of the outstanding Capital Stock equal to the Ownership Limit or pre-existing Existing Holder Limit applicable to such Person plus the Excess Amount transferred to such Person pursuant to clause (v) of the definition of Existing Holder and (y) the number of shares of outstanding Regular Capital Stock equal to the Ownership Limit or pre-existing Existing Holder Limit applicable to such Person plus the Excess Amount transferred to such Person pursuant to clause (v) of the definition of Existing Holder.

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        “Family Trust” means, with respect to an individual, a trust for the benefit of such individual or for the benefit of any member or members of such individual’s Immediate Family or for the benefit of such individual and any member or members of such individual’s Immediate Family (for the purpose of determining whether or not a trust is a Family Trust, the fact that one or more of the beneficiaries (but not the sole beneficiary) of the trust includes a Person or Persons, other than a member of such individual’s Immediate Family, entitled to a distribution after the death of the settlor if he, she, it, or they shall have survived the settlor of such trust and/or includes an organization or organizations exempt from federal income taxes pursuant to the provisions of Section 501(a) of the Code and described in Section 501(c)(3) of the Code, shall be disregarded); provided, however, that in respect of transfers by way of testamentary or inter vivos trust, the trustee or trustees shall be solely such individual, a member or members of such individual’s Immediate Family, a responsible financial institution and/or an attorney that is a member of the bar of any state in the United States.

        “Immediate Family” means, with respect to a Person, (i) such Person’s spouse (former or then current), (ii) such Person’s parents and grandparents, and (iii) ascendants and descendants (natural or adoptive, of the whole or half blood) of such Person’s parents or of the parents of such Person’s spouse (former or then current).

        “Look Through Entity” means any Person that (i) is not an individual or an organization described in Sections 401(a), 501(c)(17), or 509(a) of the Code or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, and (ii) provides the Corporation with (a) a written affirmation and undertaking, subject only to such exceptions as are acceptable to the Corporation in its sole discretion, that (x) it is not an organization described in Sections 401(a), 501(c)(17) or 509(a) of the Code or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, (y) after the application of the rules for determining stock ownership, as set forth in Section 544(a) of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code, no “individual” would own, Beneficially or Constructively, more than the then-applicable Ownership Limit, taking into account solely for the purpose of determining such “individual’s” ownership for the purposes of this clause (y) (but not for determining whether such “individual” is in compliance with the Ownership Limit for any other purpose) only such “individual’s” Beneficial and Constructive Ownership derived solely from such Person and (z) it does not Constructively Own 10% or more of the equity of any tenant with respect to real property from which the Corporation or TRG receives or accrues any rent from real property, and (b) such other information regarding the Person that is relevant to the Corporation’s qualifications to be taxed as a REIT as the Corporation may reasonably request.

        “Market Price” means, with respect to any class or series of shares of Regular Capital Stock, the last reported sales price of such class or series of shares reported on the New York Stock Exchange on the trading day immediately preceding the relevant date, or if such class or series of shares of Regular Capital Stock is not then traded on the New York Stock Exchange, the last reported sales price of such class or series of shares on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which such class or series of shares may be traded, or if such class or series of shares of Regular Capital Stock is not then traded over any exchange or quotation system, then the market price of such class or series of shares on the relevant date as determined in good faith by the Board of Directors of the Corporation.

        “Net Sales Proceeds” means the gross proceeds received by the Designated Agent upon a sale of Regular Capital Stock that has become Excess Stock, reduced by (i) all expenses (including, without limitation, any legal expenses or fees) incurred by the Designated Agent in obtaining possession of (x) the certificates or other evidence of ownership of the Regular Capital Stock that had become Excess Stock and (y) any Excess Share Distributions, and (ii) any expenses incurred in selling or transferring such shares (including, without limitation, any brokerage fees, commissions, stock transfer taxes or other transfer fees or expenses).

        “Ownership Limit” means 8.23% of the value of the outstanding Capital Stock of the Corporation.

        “Person” means (a) an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and (b) also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder (and any successor laws, rules and regulations of similar import).

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        “Purported Transferee” means, with respect to any purported Transfer which results in Excess Stock, the purported beneficial transferee for whom the shares of Regular Capital Stock would have been acquired if such Transfer had been valid under Item (ii) of this Subsection (d) of this Section 2 of this Article III.

        “Regular Capital Stock” means shares of Common Stock and Preferred Stock that are not Excess Stock.

        “REIT” means a Real Estate Investment Trust defined in Section 856 of the Code.

        “Transfer” means any sale, transfer, gift, assignment, devise or other disposition of Capital Stock, (including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Capital Stock or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or for Capital Stock), whether voluntary or involuntary, whether of record or beneficial ownership, and whether by operation of law or otherwise.

      (ii) Restriction on Transfers.

    (a)        Except as provided in Item (viii) of this Subsection (d) of this Section 2 of this Article III, no Person (other than an Existing Holder) shall Beneficially Own or Constructively Own shares of Capital Stock having an aggregate value in excess of the Ownership Limit, and No Existing Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Existing Holder Limit for such Existing Holder.

    (b)        Except as provided in Item (viii) of this Subsection (d) of this Section 2 of this Article III, any Transfer that, if effective, would result in any Person (other than an Existing Holder) Beneficially Owning or Constructively Owning shares of Regular Capital Stock having an aggregate value in excess of the Ownership Limit shall be void ab initio as to the Transfer of such shares which would be otherwise Beneficially Owned or Constructively Owned by such Person in excess of the Ownership Limit, and the intended transferee shall acquire no rights in such shares.

    (c)        Except as provided in Item (viii) of this Subsection (d) of this Section 2 of this Article III, any Transfer that, if effective, would result in any Existing Holder Beneficially Owning or Constructively Owning shares of Regular Capital Stock in excess of the applicable Existing Holder Limit shall be void ab initio as to the Transfer of such shares which would be otherwise Beneficially Owned or Constructively Owned by such Existing Holder in excess of the applicable Existing Holder Limit, and such Existing Holder shall acquire no rights in such shares.

    (d)        Except as provided in Item (viii) of this Subsection (d) of this Section 2 of this Article III, any Transfer that, if effective, would result in the Capital Stock being beneficially owned by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of such shares which would be otherwise beneficially owned by the transferee, and the intended transferee shall acquire no rights in such shares.

    (e)        Any Transfer that, if effective, would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of the shares of Regular Capital Stock which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and the intended transferee shall acquire no rights in such shares.

    (f)        In determining the shares which any Person Beneficially Owns (or would Beneficially Own following a purported Transfer) or Constructively Owns (or would Constructively Own following a purported Transfer) for purposes of applying the limitations contained in Paragraphs (a), (b), (c), (d) and (e) of this Item (ii) of this Subsection (d) of this Article III:

    (1)        shares of Capita Stock that may be acquired upon conversion of Debentures Beneficially Owned or Constructively Owned by such Person, but not shares of Capital Stock issuable upon conversion of Debentures held by others, are deemed to be outstanding.

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    (2)        a pension trust shall be treated as owning all shares of Capital Stock (including Capital Stock that may be acquired upon conversion of Debentures) as are (x) owned in its own name or with respect to which it is treated as an owner constructively through the application of Section 544 of the Code as modified by Section 856(h)(1)(B) of the Code but not by Section 856(h)(3)(A) of the Code and (y) owned by, or treated as owned by, constructively through the application of Section 544 of the Code as modified by Section 856(h)(1)(B) of the Code but not by Section 856(h)(3)(A) of the Code, all pension trusts sponsored by the same employer as such pension trust or sponsored by any of such employer’s Affiliates. Notwithstanding the foregoing, (y) above shall not apply in the case of either Motors Insurance Corporation and its subsidiaries (collectively, “MIC”) or any pension trusts sponsored by the General Motors Corporation, a Delaware corporation (“GMC”), or the American Telephone and Telegraph Company, a New York corporation (“AT&T”), or by any of their respective Affiliates, provided that with respect to MIC and each such pension trust sponsored by GMC, AT&T or any of their respective Affiliates, other than the Existing Holders described in (i) through (iii) in the definition thereof, all of the following conditions are met: (i) each such pension trust is administered, and will continue to be administered, by persons who do not serve in an administrative or other capacity to any other such pension trust sponsored by GMC or any Affiliate of GMC or AT&T or any Affiliate of AT&T, as applicable, including the Existing Holders described in (i) through (iv) in the definition thereof, (it being understood that the fact that any two such pension trusts may have in common one or more, but less than a majority, of the persons having ultimate investment authority for such pension trusts shall not cause such trusts to be treated as one Person, provided that they are otherwise separately administered as hereinbefore described), (ii) day to day investment decisions with respect to MIC are made by a person or persons different than the person or persons who make such decisions for the pension trusts sponsored by GMC or its affiliates, including the Existing Holders described in (i), (ii) and, in respect of (i) and (ii), item (iv) in the definition thereof, (although MIC and the pension trusts sponsored by GMC may have in common the person or persons with ultimate investment authority for such entities), and the investment of MIC in the Corporation does not exceed 2% of the value of the outstanding Capital Stock of the Corporation, (iii) neither MIC nor any such pension trust acts or will act, in concert with MIC, any other pension trust sponsored by GMC or any Affiliate of GMC or AT&T or any Affiliate of AT&T, as applicable, including the Existing Holders described in (i) through (iv) in the definition thereof, with respect to its investment in the Corporation, and (iv) as from time to time requested by the Corporation, MIC and each pension trust shall provide the Corporation with a representation and undertaking in writing to the foregoing effect.

    (3)        If there are two or more classes of stock then outstanding, the total value of the outstanding Capital Stock shall be allocated among the different classes and series according to the relative value of each class or series, as determined by reference to the Market Price per share of each such class or series, using the date on which the Transfer occurs as the relevant date, or the effective date of the change in capital structure as the relevant date, as appropriate.

    (g)        If any shares are transferred resulting in a violation of the Ownership Limit or Paragraphs (b), (c), (d) or (e) of this Item (ii) of this Subsection (d) of this Section 2 of this Article III, such Transfer shall be valid only with respect to such amount of shares transferred as does not result in a violation of such limitations, and such Transfer otherwise shall be null and void ab initio.

    (iii)        Conversion to Excess Stock.

    (a)        If, notwithstanding the other provisions contained in this Article III, at any time there is a purported Transfer or other change in the capital structure of the Corporation such that any Person (other than an Existing Holder) would Beneficially Own or any Person (other than an Existing Holder) would Constructively Own shares of Regular Capital Stock in excess of the Ownership Limit, or that any Person who is an Existing Holder would Beneficially Own or any Person who is an Existing Holder would Constructively Own shares of Regular Capital Stock in excess of the Existing Holder Limit, then, except as otherwise provided in Item (viii) of this Subsection (d) of this Section 2 of this Article III, such shares of Common Stock or Preferred Stock, or both, in excess of the Ownership Limit or Existing Holder Limit, as the case may be, (rounded up to the nearest whole share) shall automatically become Excess Stock. Such conversion shall be effective as of the close of business on the business day prior to the date of the Transfer or change in capital structure.

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    (b)        If, notwithstanding the other provisions contained in this Article III, at any time, there is a purported Transfer or other change in the capital structure of the Corporation which, if effective, would cause the Corporation to become “closely held” within the meaning of Section 856(h) of the Code then the shares of Common Stock or Preferred Stock, or both, being Transferred which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code or held by a Person in excess of that Person’s Ownership Limit or Existing Holder Limit, as applicable (rounded up to the nearest whole share) shall automatically become Excess Stock. Such conversion shall be effective as of the close of business on the business day prior to the date of the Transfer or change in capital structure.

    (c)        Shares of Excess Stock shall be issued and outstanding stock of the Corporation. The Purported Transferee shall have no rights in such shares of Excess Stock except as provided in Subsection (e) of this Section 2 of this Article III.

    (iv)        Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares in violation of Item (ii) of this Subsection (d) of this Section 2 of this Article III, or any Person who is a transferee such that Excess Stock results under Item (iii) of this Subsection (d) of this Section 2 of this Article III, shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request regarding such Person’s ownership of Capital Stock.

      (v) Owners Required to Provide Information.

    (a)        Every Beneficial Owner of more than 5% (or such other percentage, as provided in the applicable regulations adopted under Sections 856 through 859 of the Code) of the outstanding shares of the Capital Stock of the Corporation shall, within 30 days after January 1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned and Constructively Owned, and a full description of how such shares are held. Every Beneficial Owner shall, upon demand by the Corporation, disclose to the Corporation in writing such additional information with respect to the Beneficial Ownership and Constructive Ownership of the Capital Stock as the Board of Directors deems appropriate or necessary (i) to comply with the provisions of the Code, regarding the qualification of the Corporation as a REIT under the Code, and (ii) to ensure compliance with the Ownership Limit or the Existing Holder Limit.

    (b)        Any Person who is a Beneficial Owner or Constructive Owner of shares of Capital Stock and any Person (including the shareholder of record) who is holding Capital Stock for a Beneficial Owner or Constructive Owner, and any proposed transferee of shares, upon the determination by the Board of Directors to be reasonably necessary to protect the status of the Corporation as a REIT under the Code, shall provide a statement or affidavit to the Corporation, setting forth the number of shares of Capital Stock already Beneficially Owned or Constructively Owned by such shareholder or proposed transferee and any related person specified, which statement or affidavit shall be in the form prescribed by the Corporation for that purpose.

    (vi)        Remedies Not Limited. Subject to Subsection (h) of this Section 2 of this Article III, nothing contained in this Article III shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable (i) to protect the Corporation and the interests of its shareholders in the preservation of the Corporation’s status as a REIT, and (ii) to insure compliance with the Ownership Limit and the Existing Holder Limit.

    (vii)        Determination. Any question regarding the application of any of the provisions of this Subsection (d) of this Section 2 of this Article III, including any definition contained in Item (i) of this Subsection (d) of this Section 2 of this Article III, shall be determined or resolved by the Board of Directors and any such determination or resolution shall be final and binding on the Corporation, its shareholders, and all parties in interest.

    (viii)        Exceptions. The Board of Directors, upon advice from, or an opinion from, Counsel, may exempt a Person from the Ownership Limit if such Person is a Look Through Entity, provided, however, in no event may any such exception cause such Person’s ownership, direct or indirect (without taking into account such Person’s ownership of interests in TRG), to exceed 9.9% of the value of the outstanding Capital Stock.

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        For a period of 90 days following the purchase of Regular Capital Stock by an underwriter that (i) is a Look Through Entity and (ii) participates in a public offering of the Regular Capital Stock, such underwriter shall not be subject to the Ownership Limit with respect to the Regular Capital Stock purchased by it as a part of such public offering.

    (e)        Excess Stock.

    (i)        Surrender of Excess Stock to Designated Agent. Within thirty business days of the date upon which the Corporation determines that shares have become Excess Stock, the Corporation, by written notice to the Purported Transferee, shall demand that any certificate or other evidence of ownership of the shares of Excess Stock be immediately surrendered to the Designated Agent (the “Demand”).

    (ii)        Excess Share Distributions. The Designated Agent shall be entitled to receive all Excess Share Distributions. The Purported Transferee of Regular Capital Stock that has become Excess Stock shall not be entitled to any dividends or other distributions, including, without limitation, capital gain distributions, with respect to the Excess Stock. Any Excess Share Distributions paid to a Purported Transferee shall be remitted to the Designated Agent within thirty business days after the date of the Demand.

      (iii) Restrictions on Transfer; Sale of Excess Stock.

    (a)        Excess Stock shall be transferable by the Designated Agent as attorney-in-fact for the Designated Charity. Excess Stock shall not be transferable by the Purported Transferee.

    (b)        Upon delivery of the certificates or other evidence of ownership of the shares of Excess Stock to the Designated Agent, the Designated Agent shall immediately sell such shares in an arms-length transaction (over the New York Stock Exchange or such other exchange over which the shares of the applicable class or series of Regular Capital Stock may then be traded, if practicable), and the Purported Transferee shall receive from the Net Sales Proceeds, the lesser of:

    (1)        the Net Sales Proceeds; or

    (2)        the price per share that such Purported Transferee paid for the Regular Capital Stock in the purported Transfer that resulted in the Excess Stock, or if the Purported Transferee did not give value for such shares (because the Transfer was, for example, through a gift, devise or other transaction), a price per share equal to the Market Price determined using the date of the purported Transfer that resulted in the Excess Stock as the relevant date.

    (c)        If some or all of the shares of Excess Stock have been sold prior to receiving the Demand, such sale shall be deemed to been made for the benefit of and as the agent for the Designated Charity. The Purported Transferee shall pay to the Designated Agent, within thirty business days of the date of the Demand, the entire gross proceeds realized upon such sale. Notwithstanding the preceding sentence, the Designated Agent may grant written permission to the Purported Transferee to retain an amount from the gross proceeds equal to the amount the Purported Transferee would have been entitled to receive had the Designated Agent sold the shares as provided in Item (iii)(b) of this Subsection (e) of this Section 2 of this Article III.

    (d)        The Designated Agent shall promptly pay to the Designated Charity any Excess Share Distributions recovered by the Designated Agent and the excess, if any, of the Net Sales Proceeds over the amount due to the Purported Transferee as provided in Item (iii)(b) of this Subsection (e) of this Section 2 of this Article III.

    (iv)        Voting Rights. The Designated Agent shall have the exclusive right to vote all shares of Excess Stock as the attorney-in-fact for the Designated Charity. The Purported Transferee shall not be entitled to vote such shares (except as required by applicable law). Notwithstanding the foregoing, votes erroneously cast by a Prohibited Transferee shall not be invalidated in the event that the Corporation has already taken irreversible corporate action to effect a reorganization, merger, sale or dissolution of the Corporation.

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    (v)        Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of the Corporation, a Purported Transferee shall be entitled to receive the lesser of (i) that amount which would have been due to such Purported Transferee had the Designated Agent sold the shares of Excess Stock as provided in Item (iii)(b) of this Subsection (e) of this Section 2 of this Article III and (ii) that amount which would have been due to the Purported Transferee if the Transfer had been valid under Item (ii) of Subsection (d) of this Section 2 of this Article III, determined (A) in the case of Common Stock, pursuant to Subsection (a)(ii) of this Section 2 of this Article III, and (B) in the case of Preferred Stock, pursuant to the provisions of these Amended and Restated Articles of Incorporation, amended as authorized by Section 1 of this Article III, which sets forth the liquidation rights of such class or series of Preferred Stock. With respect to shares of Excess Stock, a Purported Transferee shall not have any rights to share in the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation other than the right to receive the amount determined in the preceding sentence and shall not be entitled to any preference or priority (as a creditor of the Corporation) over the holders of the shares of Regular Capital Stock. Any Excess Liquidation Proceeds shall be paid to the Designated Charity.

    (vi)        Action by Corporation to Enforce Transfer Restrictions. If the Purported Transferee fails to deliver the certificates or other evidence of ownership and all Excess Share Distributions to the Designated Agent within thirty business days of the date of Demand, the Corporation shall take such legal action to enforce the provisions of this Article III as may be permitted under applicable law.

    (f)        Legend. Each certificate for Capital Stock shall bear the following legend:

“The Amended and Restated Articles of Incorporation, as the same may be amended (the “Articles”), impose certain restrictions on the transfer and ownership of the shares represented by this Certificate based upon the percentage of the outstanding shares owned by the shareholder. At no charge, any shareholder may receive a written statement of the restrictions on transfer and ownership that are imposed by the Articles.”

    (g)        Severability. If any provision of this Article III or any application of any such provision is determined to be invalid by any Federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

    (h)        New York Stock Exchange Settlement. Nothing contained in these Amended and Restated Articles of Incorporation shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange or of any other stock exchange on which shares of the Common Stock or class or series of Preferred Stock may be listed, or of the Nasdaq National Market (if the shares are quoted on such Market) and which has conditioned such listing or quotation on the inclusion in the Corporation’s Amended and Restated Articles of Incorporation of a provision such as this Subsection (h). The fact that the settlement of any transaction is permitted shall not negate the effect of any other provision of this Article III and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article III.

ARTICLE IV
Registered Office and Registered Agent

      1. Registered Office.

        The address and mailing address of the registered office of the Corporation is 500 North Woodward Avenue, Suite 100, Bloomfield Hills, Michigan 48304.

    2.        Resident Agent.

        The resident agent for service of process on the Corporation at the registered office is Jeffrey H. Miro.

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ARTICLE V
Plan of Compromise or Reorganization

        When a compromise or arrangement or a plan of reorganization of the Corporation is proposed between the Corporation and its creditors or any class of them or between the Corporation and its shareholders or any class of them, a court of equity jurisdiction within the State of Michigan, on application of the Corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the Corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 75% in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the Corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the Corporation.

ARTICLE VI
Directors

        For so long as the Corporation has the right to designate, pursuant to The Amended and Restated Agreement of Limited Partnership of TRG (as the same may be amended, the Partnership Agreement”), members of the committee of TRG that have the power to approve or propose all actions, decisions, determinations, designations, delegations, directions, appointments, consents, approvals, selections, and the like to be taken, made or given, with respect to TRG, its business and its properties as well as the management of all affairs of TRG (the “Partnership Committee”), the Board of Directors shall consist of, except during the period of any vacancy between annual meetings of the shareholders, that number of members as are set forth in the By-Laws of the Corporation of which, except during the period of any vacancy between annual meetings of the shareholders, not less than 40% (rounded up to the next whole number) of the members shall be Independent Directors (as hereinafter defined), and, thereafter, the Board of Directors shall consist of, except during the period of any vacancy between annual meetings of the shareholders, that number of members as are set forth in the By-Laws of the Corporation. For purposes of this Article VI, “Independent Director” shall mean an individual who is neither one of the following named persons nor an employee, beneficiary, principal, director, officer or agent of, or a general partner in, or limited partner (owning in excess of 5% of the Beneficial Interest) or shareholder (owning in excess of 5% of the Beneficial Interest) in, any such named Person: (i) for so long as TG Partners Limited Partnership, a Delaware limited partnership, has the right to appoint one or more Partnership Committee members, A. Alfred Taubman and any Affiliate of A. Alfred Taubman or any member of his Immediate Family, (ii) for so long as Taub-Co Management, Inc., a Michigan corporation (formerly The Taubman Company, Inc. (“T-Co”)) has the right to appoint one or more Partnership Committee members, T-Co or an Affiliate of T-Co, (iii) for so long as a Taubman Transferee (as hereinafter defined) has the right to appoint one or more Partnership Committee members, a Taubman Transferee, or an Affiliate of such Taubman Transferee, (iv) for so long as GMPTS has the right to appoint one or more Partnership Committee members, GMPTS, General Motors Corporation, or an Affiliate of GMPTS or of General Motors Corporation, and (v) for so long as a GMPTS Transferee (as hereinafter defined) has the right to appoint one or more Partnership Committee members, a GMPTS Transferee or an Affiliate of such GMPTS Transferee. “Taubman Transferee” means a single Person that acquires, pursuant to Section 8.1(b) or Section 8.3(a) of The Partnership Agreement, or upon the foreclosure or like action in respect of a pledge of a partnership interest in TRG, the then (i.e., at the time of such acquisition) entire partnership interest in TRG (excluding, in the case of an acquisition pursuant to Section 8.3(a) of the Partnership Agreement or pursuant to a foreclosure or like action in respect of a pledge of a partnership interest in TRG, the ability of such Person to act as a substitute partner) of A. Alfred Taubman, and any Affiliate of A. Alfred Taubman or any member of his Immediate Family, from one or more such persons or from any Taubman Transferee; provided that the percentage interest in TRG being transferred exceeds 7.7%. “GMPTS Transferee” means a single Person that acquires, pursuant to Section 8.1(b) or Section 8.3(a) of the Partnership Agreement, or upon the foreclosure or like action in respect of a pledge of a partnership interest in TRG, the then (i.e., at the time of such acquisition) entire such partnership interest in TRG (excluding, in the case of an acquisition pursuant to Section 8.3(a) of the Partnership Agreement or pursuant to a foreclosure or like action in respect of a pledge of partnership interests in TRG, the ability of such Person to act as a substitute partner) of GMPTS or of any GMPTS Transferee; provided that the percentage interest in TRG being transferred exceeds 7.7%.

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        For so long as the Corporation has the right to designate, pursuant to the Partnership Agreement, any members of the Partnership Committee, the affirmative vote of both a majority of the Independent Directors who do not have a beneficial financial interest in the action before the Board of Directors and a majority of all members of the Board of Directors who do not have a beneficial financial interest in the action before the Board of Directors is required for the approval of all actions to be taken by the Board of Directors; provided, however, the Corporation may not appoint to the Partnership Committee as a Corporation appointee an individual who does not satisfy the definition of Independent Director in one or more respects without the affirmative vote of all of the Independent Directors then in office. Thereafter, the affirmative vote of a majority of all members of the Board of Directors who do not have a beneficial financial interest in the action before the Board of Directors is required for the approval of all actions to be taken by the Board of Directors. The establishment of reasonable compensation of Directors for services to the Corporation as Directors or officers shall not constitute action in which any Director has a beneficial financial interest.

        Subject to the foregoing, a Director shall be deemed and considered in all respects and for all purposes to be a Director of the Corporation, including, without limitation, having the authority to vote or act on all matters, including, without limitation, matters submitted to a vote at any meeting of the Board of Directors or at any meeting of a committee of the Board of Directors, and the application to such Director of Articles VII and VIII of these Amended and Restated Articles of Incorporation, notwithstanding a Purported Transferee’s unauthorized exercise of voting rights with respect to such Director’s election.

ARTICLE VII
Limited Liability of Directors

        No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for a breach of the director’s fiduciary duty; provided, however, the foregoing provision shall not be deemed to limit a director’s liability to the Corporation or its shareholders resulting from:

(i) a breach of the director’s duty of loyalty to the Corporation or its shareholders;

(ii) acts or omissions of the director not in good faith or which involve intentional misconduct or knowing violation of law;

(iii) a violation of Section 551(1) of the Act or;

(iv) a transaction from which the director derived an improper personal benefit.

ARTICLE VIII
Indemnification of Officers, Directors, Etc.

      1. Indemnification of Directors.

        The Corporation shall and does hereby indemnify a person (including the heirs, executors, and administrators of such person) who is or was a party to, or who is threatened to be made a party to, a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, including, without limitation, an action by or in the right of the Corporation, by reason of the fact that he or she is or was a director of the Corporation, or is or was serving at the request of the Corporation as a director (or in a similar capacity, including serving as a member of the Partnership Committee and of any other committee of TRG) or in any other representative capacity of another foreign or domestic corporation or of or with respect to any other entity (including TRG), whether for profit or not, against expenses, attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding. This Section 1 of this Article VIII is intended to grant the persons herein described with the fullest protection not prohibited by existing law in effect as of the date of filing this Amended and Restated Articles of Incorporation or such greater protection as may be permitted or not prohibited under succeeding provisions of law.

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      2. Indemnification of Officers, Etc.

        The Corporation has the power to indemnify a person (including the heirs, executors, and administrators of such person) who is or was a party to, or who is threatened to be made a party to, a threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, including an action by or in the right of the Corporation, by reason of the fact that he or she is or was an officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as an officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership (including TRG), joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. Unless ordered by a court, an indemnification under this Section 2 of this Article VIII shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Section 2 of this Article VIII.

      3. Advancement of Expenses.

        The Corporation shall pay the expenses incurred by a person described in Section 1 of this Article VIII in defending a civil or criminal action, suit, or proceeding described in such Section 1 in advance of the final disposition of the action, suit, or proceeding. The Corporation shall pay the expenses incurred by a person described in Section 2 of this Article VIII in defending a civil or criminal action, suit, or proceeding described in such Section 2 in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the Corporation. Such undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

        Signed and certified as a true and complete composite as of the 9th day of August, 2000.

   /s/ ROBERT S. TAUBMAN

   Robert S. Taubman
President and Chief Executive Officer

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EX-10

REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2004 by and between Taubman Centers, Inc., a Michigan corporation (the “Company”), and GSEP 2004 Realty Corp., a Delaware corporation (“Holder”).

        WHEREAS, Holder is receiving on the date hereof Series F 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 8.20% Series F Cumulative Redeemable Preferred Stock of the Company (the “Preferred Stock”) upon exchange of the Equity (the “Exchange Shares”) pursuant to the terms of the Second Amendment and Restatement of 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 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

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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 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 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.

    (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 thousand (100,000) 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, as adjusted for any stock split, stock dividend, or any like matter. 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.

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        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 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 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;

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    (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 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);

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    (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 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, 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;

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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;

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.

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        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 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.

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        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 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.

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        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.

        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.

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        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/ Esther R. Blum
         ________________________________________
         Name: Esther R. Blum
         Title: Sr. Vice President, Controller,
                  and Chief Accounting Officer

Address: 200 East Long Lake Road
                  Suite 300
                  Bloomfield Hills, MI 48304


GSEP 2004 REALTY CORP.



By: /s/ Eric Lane
         ________________________________________
         Name: Eric Lane
         Authorized Person

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

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EX-10

PRIVATE PLACEMENT PURCHASE AGREEMENT

GSEP 2004 Realty Corp.
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 and Exchange Commission (“SEC”) all filings required to be made by it (the “SEC Reports”). Since May 6, 2004, 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 and delivered by the Company, and the Designation, Distribution, Redemption, Exchange, and Consent Provisions with Respect to the 8.20% Series F 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 2004 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 the 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 (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 equity interests in the Company authorized, issued or outstanding that rank senior to the Equity with respect to liquidation, winding up, dividends or distributions other than the Series A Preferred Equity, and there are no interests in the Company authorized, issued or outstanding that rank on a parity with the Equity other than the Series C Preferred Equity, and Series D Preferred Equity. There are no equity interests in TCO authorized, issued or outstanding that rank senior to the Shares with respect to liquidation, winding up, dividends or distributions, and there are no equity interests in TCO authorized, issued or outstanding that rank on a parity with the Shares other than the Series A Preferred Stock of TCO, the Series B Preferred Stock of TCO, the Series C Preferred Stock of TCO, and the Series D Preferred Stock of TCO, and TCO will not authorize, create or issue any such senior equity interests without the prior written consent of Subscriber;

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

(x) neither the Company nor TCO will issue, to any one other than Subscriber, any additional Equity or Shares without the prior written consent of Subscriber.

(xi) the Company is responsible for a commission to Goldman, Sachs & Co. pursuant to a separate agreement.

(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, $30,000,000 of Series F Preferred Equity of the Company (the “Equity”). The purchase price of the Equity is $30,000,000, 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 May 27, 2004 (the “Closing Date”).

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(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 continue to be true and correct.

3.     Registration

(a) TCO will file a registration statement with respect to the Series F Preferred Stock to be issued upon exchange of the Equity (the “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) TCO shall amend its articles of incorporation by filing series designation creating the Series F Preferred Stock authorizing the number of shares of Series F Preferred Stock constituting a series in an amount of 300,000 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 F 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 F Preferred Stock, it being understood that the aggregate amount in liquidation value of the equity as of the date of the Closing shall be $30,000,000.

(b) Upon TCO’s receipt and review of Subscriber’s request, written representations from the Subscriber and the advice of legal counsel that Subscriber is a “Look Through Entity” (as such term is defined in TCO’s Restated Articles of Incorporation (the “Articles”)), TCO will use all reasonable commercial efforts to grant Subscriber the exceptions set forth in Article III, Section 2, subsection (d), Item (viii) of the Articles, thereby permitting Subscriber’s ownership, direct or indirect, of the outstanding shares of TCO’s capital stock to be in an amount up to but not exceeding 9.9% of the value of all the outstanding shares of capital stock of the Corporation.

(c) TCO will, upon the Subscriber’s request, increase the number of authorized shares of Series F Preferred Stock to protect the Subscriber’s conversion rights.

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.

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(c) Subscriber represents and warrants that Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act, and shall be such on the date any Equity is issued to Subscriber; 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 is not a “flow-through entity” within the meaning of Treasury Regulations § 1.7704.1(h)(1)(3).

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.

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Dated: May 27, 2004


                                                     THE TAUBMAN REALTY GROUP
                                                     LIMITED PARTNERSHIP


                                                     By: /s/ Esther R. Blum
                                                              ___________________________________
                                                              Name: Esther R. Blum
                                                              Title: Authorized Signatory


                                                     TAUBMAN CENTERS, INC.


                                                     By: /s/ Esther R. Blum
                                                              ___________________________________
                                                              Name: Esther R. Blum
                                                              Title: Sr. Vice President, Controller
                                                                         and Chief Accounting Officer
SUBSCRIBER

GSEP 2004 REALTY CORP.

By: /s/ Eric Lane
         ___________________________________

         Authorized Person

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SCHEDULE A

FUNDING DOCUMENTS

Private Placement Purchase Agreement

Registration Rights Agreement

Annex III to The Second Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, Designation, Distribution, Redemption, Exchange, and Consent Provisions with Respect to the 8.20% Series F Cumulative Redeemable Preferred Equity

Certificate with Respect to Tax Matters

Transfer Determination Letter

Letter Agreement regarding Distributions

Cross Receipt

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EX-10

ANNEX III TO THE
SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF
LIMITED PARTNERSHIP OF THE TAUBMAN
REALTY GROUP LIMITED PARTNERSHIP
Designation, Distribution, Redemption, Exchange, and Consent Provisions
with Respect to the 8.20% Series F Cumulative Redeemable Preferred Equity

        THIS ANNEX (this “Annex”) TO THE SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP (as amended through the date hereof, the “Partnership Agreement”), entered into effective May 27, 2004, serves as a further amendment to the Partnership Agreement entered into pursuant to Section 4.1(c) of the Partnership Agreement, and is made by, between, and among TAUBMAN CENTERS, INC., a Michigan corporation (“TCO”), TG PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (“TG”), and TAUB-CO MANAGEMENT, INC., a Michigan corporation (“Taub-Co”), who, as the Appointing Persons, pursuant to Section 13.11 of the Partnership Agreement, have the full power and authority to amend the Partnership Agreement on behalf of all of the Partners of The Taubman Realty Group Limited Partnership, a Delaware limited partnership (the “Partnership”), with respect to the matters herein provided. (Capitalized terms used herein that are not herein defined, shall have the meanings ascribed to them in the Partnership Agreement.)

    A.        On September 3, 1999, TCO, TG, and Taub-Co entered into the Second Amendment to the Partnership Agreement to provide for the contribution of preferred capital to the Partnership in exchange for a preferred equity interest, and for certain other purposes.

    B.        On September 3, 1999, TCO, TG, and Taub-Co also entered into the Annex to the Partnership Agreement entitled “Designation, Distribution, Redemption, Exchange, and Consent Provisions with Respect to the 9% Series C Cumulative Redeemable Preferred Equity.”

    C.        On November 24, 1999 TCO, TG, and Taub-Co entered into Annex II of the Partnership Agreement, entitled “Designation, Distribution, Redemption, Exchange, and Consent Provisions with Respect to the Series D Cumulative Redeemable Preferred Equity.”

    D.        “Pursuant to Section 4.1(c) of the Partnership Agreement and as authorized by Section 13.11 of the Partnership Agreement, the parties hereto wish to enter into this Annex III to provide for the designation, distribution, redemption, exchange, and consent provisions with respect to that certain series of Parity Preferred Equity herein designated as “8.20% Series F Cumulative Redeemable Preferred Equity.”

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

(i)     Designation: There is hereby established a series of Parity Preferred Equity designated “8.20% Series F Cumulative Redeemable Preferred Equity” (the “Series F Preferred Equity”). The Parity Preferred Rate with respect to the Series F Preferred Equity is hereby designated as eight and one-fifth percent (8.20%) per annum. The Parity Preferred Return in respect of the Series F Preferred Equity is hereinafter referred to as the “Series F Preferred Return.” The holder of the Series F Preferred Equity is hereinafter referred to as the “Series F Preferred Partner.” The Parity Preferred Equity Balance of the Series F Preferred Partner is hereinafter referred to as the “Series F Preferred Equity Balance”. The Unpaid Parity Preferred Return of the Series F Preferred Partner is hereinafter referred to as the “Unpaid Series F Preferred Return”.

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(ii)     Payment of Distributions/Allocations: The Series F Preferred Partner shall be entitled to receive cumulative cash distributions equal to the Series F Preferred Return. Such distributions shall accrue from the date of the contribution to the Partnership of the Series F Preferred Equity, and shall be payable when, as and if determined by the Managing General Partner, on or before the last Day of each March, June, September, and December of each Partnership Fiscal Year (a “Distribution Date”) and on a priority basis as against all distributions other than those required to be made under the Partnership Agreement and other than distributions required by any series of Preferred Equity existing as of the date hereof or any other series of Parity Preferred Equity. The amount of the distribution payable for any period shall be computed on the basis of a 360-Day year of twelve 30-Day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable shall be computed on the basis of the actual number of days elapsed in such a 30-Day month. If any date on which distributions are to be made on the Series F Preferred Equity is not a Business Day, then payment of the distribution to be made on such date shall be made on the next succeeding Day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding Partnership Fiscal Year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Notwithstanding the foregoing, no distribution shall be made to the Series F Preferred Partner which would reduce its Adjusted Capital Account Balance below zero. Distributions on the Series F Preferred Equity shall be made to the Series F Preferred Partner of record on the fifteenth (15th) Day of the calendar month in which the applicable Distribution Date falls or such other date established by the Managing General Partner for determining the holders of record of the Series F Preferred Equity for such distribution (the “Distribution Record Date”), which date shall not be more than thirty (30) Days nor less than ten (10) Days prior to such Distribution Date. In the event of the issuance of Series F Preferred Stock (as defined below), the Distribution Record Date for the Series F Preferred Equity shall be the Dividend Record Date (as defined in the Restated Articles of Incorporation of TCO, as amended) for the Series F Preferred Stock. Unpaid Series F Preferred Return will not compound. The Series F Preferred Equity Balance distributed to the Series F Preferred Partner pursuant to Section 11.1(a)(5) of the Partnership Agreement shall be computed after giving effect to a “book-up” of all Partnership assets to their respective fair market values and allocations under the Partnership Agreement of Profits and Losses resulting therefrom.

        If the Goldman Sachs 2004 Exchange Place Fund, L.P. (“Parent”) or any disregarded entity within the meaning of Treasury Regulations Section 301.7701-2(c) of which Parent is treated as the sole owner (together, the “GS 2004 Exchange Fund”) becomes a Series F Preferred Partner, in no event shall Profits for any Partnership Fiscal Year allocated to the GS 2004 Exchange Fund in respect of the Series F Preferred Equity exceed nineteen and 95/100ths percent (19.95%) of the Profits of the Partnership for such Partnership Fiscal Year (the “19.95% Profits Allocation Limit”). In the event that the Profits to be allocated to the GS 2004 Exchange fund in respect of the Series F Preferred Partner for any Partnership Fiscal Year pursuant to Section 5.1(b)(1)(B) and Section 5.1(b)(1)(C) of the Partnership Agreement would exceed the 19.95% Profits Allocation Limit, then to the extent of such excess, the allocation shall not be made for such Partnership Fiscal Year and shall be made in any subsequent Partnership Fiscal Year, pursuant to Section 5.1(b)(1)(B) and/or Section 5.1(b)(1)(C) of the Partnership Agreement, in which such allocation, or portion thereof, together with the Profits allocation in such subsequent Partnership Fiscal Year will not exceed the 19.95% Profits Allocation Limit. Further, in applying Section 704(c) of the Code with respect to the Series F Preferred Partner, the Partnership shall, consistent with the requirements of the applicable Regulations, utilize a reasonable method of allocation, provided that such method shall not have the effect of allocating to the Series F Preferred Partner, as of any date, a greater amount of cumulative taxable net income for all Partnership Fiscal Years than the amount of Profits allocated to the Series F Preferred Partner for the same period.

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(iii)     Optional Redemption:

        (A)     Partnership’s Redemption Right: The Series F Preferred Equity is not redeemable prior to May 27, 2009. On or after May 27, 2009, the Partnership, at its option, upon not less than thirty (30) nor more than sixty (60) Days’ written notice, may redeem the Series F Preferred Equity, in whole or in part, at any time and from time to time, at a redemption price (the “Redemption Price”), payable in cash equal in amount to the amount of contributed capital in respect of the Series F Preferred Equity plus any Unpaid Series F Preferred Return, in each case, with respect to that portion of the Series F Preferred Equity Balance being redeemed. Immediately prior to such redemption, the Capital Accounts of the Partnership shall be adjusted to give effect to a “book-up” of all Partnership assets to their respective fair market values and allocations under the Partnership Agreement of Profits and Losses resulting therefrom. If less than all of the Series F Preferred Equity is redeemed, the Capital Account of the holder of the Series F Preferred Equity shall, as a result of the redemption, be reduced by only the portion of such Capital Account attributable to the interest redeemed.

        (B)     Limitations on Redemption:

        Unless the accrued Series F Preferred Return has been distributed in full for all quarterly distribution periods terminating on or prior to the date of redemption, the Partnership may not redeem less than the entire outstanding amount of the Series F Preferred Equity.

        (C)     Procedure for Redemption: Notice of redemption shall be (i) faxed and (ii) mailed by the Partnership, by certified mail, postage prepaid, not less than thirty (30) nor more than sixty (60) Days prior to the Redemption Date (as defined below), addressed to the Series F Preferred Partner at its address as it appears on the records of the Partnership. In addition to any information required by law, each such notice shall state: (a) the redemption date (the “Redemption Date”), (b) the Redemption Price, (c) the percentage of the Series F Preferred Equity to be redeemed, and (d) the place where a Certificate of Withdrawal in the form of Exhibit 1 hereto, is to be delivered in exchange for payment of the Redemption Price.

        If the Partnership gives a notice of redemption in respect of the Series F Preferred Equity or any portion thereof (which notice shall be irrevocable) then, by 12:00 noon, New York City time, on the Redemption Date, the Partnership shall deposit irrevocably in trust for the benefit of the Series F Preferred Partner funds sufficient to pay the Redemption Price and shall give irrevocable instructions and authority to pay such Redemption Price to the Series F Preferred Partner upon delivery of a Certificate of Withdrawal at the place designated in the notice of redemption. If any date fixed for redemption of the Series F Preferred Equity is not a Business Day, then payment of the Redemption Price shall be made on the next succeeding Business Day (without any interest or any payment in respect of any such delay) except that if such Business Day falls in the next calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Redemption Date. If payment of the Redemption Price is improperly withheld or refused and not paid by the Partnership, the Series F Preferred Return on the portion of the Series F Preferred Equity to be redeemed shall continue to accrue from the Redemption Date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption in the redemption notice for purposes of calculating the applicable Redemption Price.

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(iv)     Exchange Rights:

        (A)     Right to Exchange:

        (1)     The Series F Preferred Equity shall be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after May 27, 2014 for Series F Preferred Stock of TCO (the “Series F Preferred Stock”) at an exchange rate (the “Exchange Rate”) of One Hundred Dollars ($100) of Series F Preferred Equity Balance (as computed after giving effect to a “book-up” of all Partnership assets to their respective fair market values and allocations under the Partnership Agreement of Profits and Losses resulting therefrom but in no event shall such Series F Preferred Equity Balance (as so computed) exceed an amount equal to the amount of contributed capital in respect of the Series F Preferred Equity plus any Unpaid Series F Preferred Return) for one (1) share of Series F Preferred Stock to be delivered by TCO, subject to adjustment as described below. In the event of an exchange, the Unallocated Series F Preferred Return shall be reduced to zero. The terms of the Series F Preferred Stock shall be as set forth on Schedule A attached hereto. Notwithstanding the foregoing, the Series F Preferred Equity shall become exchangeable at any time, in whole but not in part unless expressly provided otherwise herein, for Series F Preferred Stock if (x) at any time the accrued Series F Preferred Return shall not have been timely distributed in full to the Series F Preferred Partner with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, a distribution of the Series F Preferred Return shall be considered timely if made within two (2) Business Days after the Distribution Date for the Series F Preferred Return if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which the full amount of the accrued Series F Preferred Return was not timely made or (y) upon receipt by the Series F Preferred Partner of (a) notice from the Managing General Partner that the Partnership has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be taxable as a corporation and (b) an opinion rendered by independent counsel familiar with such matters addressed to the Series F Preferred Partner that the Partnership is or likely is, or upon the occurrence of an identified event in the immediate future will be or likely will be, taxable as a corporation. If the GS 2004 Exchange Fund becomes a Series F Preferred Partner, the Series F Preferred Equity may be exchanged, in whole but not in part, for Series F Preferred Stock if the GS 2004 Exchange Fund concludes at any time that there exists in the reasonable judgment of the GS 2004 Exchange Fund an imminent and substantial risk that the GS 2004 Exchange Fund’s interest in the Series F Preferred Equity represents or will represent more than nineteen and 95/100ths percent (19.95%) of the capital or profits of the Partnership determined in accordance with Regulations Section 1.731-2(e)(4). Further, the Series F Preferred Equity shall be exchangeable, in whole but not in part at the exchange rate set forth above, if the Series F Preferred Partner, in its reasonable judgment, determines that less than ninety percent (90%) of the gross income of the Partnership for any taxable year will or will likely constitute “qualifying income” within the meaning of Section 7704(d) of the Code.

        (2)     Notwithstanding anything to the contrary set forth in Paragraph (iv)(A)(1) above, if an Exchange Notice (as defined below) has been delivered to TCO, then TCO may, at its option, within thirty (30) Business Days after receipt of the Exchange Notice, purchase directly or elect to cause the Partnership to redeem, all or a portion of the outstanding Series F Preferred Equity by redeeming or, as applicable, purchasing, the corresponding portion of the Series F Preferred Equity Balance (in each case, as computed after giving effect to a “book-up” of all Partnership assets to their respective fair market values and allocations under the Partnership Agreement of Profits and Losses resulting therefrom) for cash in an amount equal to the Series F Preferred Equity Balance or portion thereof being redeemed.

        (3)     In the event an exchange of the Series F Preferred Equity would violate the provisions on ownership limitation of TCO as set forth in the Restated Articles of Incorporation of TCO, as amended, the Series F Preferred Partner shall be entitled to exchange, pursuant to the provisions of Paragraph (iv)(A)(1) hereof, a percentage of the Series F Preferred Equity Balance that would comply with the provisions on ownership limitation of TCO and any portion of the Series F Preferred Equity Balance not so exchanged (the “Excess Preferred Equity”) shall be redeemed by the Partnership for cash in an amount equal to the Series F Preferred Equity Balance allocable to the Excess Preferred Equity, subject to any restriction thereon contained in any debt instrument or agreement of the Partnership and provided that such redemption would not adversely impact the rating of any outstanding debt of the Partnership.

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        (B)     Procedure for Exchange and/or Redemption of Series F Preferred Equity:

        (1)     Any exchange shall be exercised pursuant to a notice of exchange (the “Exchange Notice”) delivered to TCO by the Series F Preferred Partner by (a) fax and (b) by certified mail, postage prepaid. TCO may effect any exchange of the Series F Preferred Equity or exercise its option to cause the Partnership to redeem any portion of the Series F Preferred Equity for cash pursuant to Paragraph (iv)(A)(2) above or redeem Excess Preferred Equity pursuant to Paragraph (iv)(A)(3) above by delivering to the Preferred Equity Partner, within thirty (30) Business Days after receipt of the Exchange Notice, (a) if TCO elects to acquire any of the Series F Preferred Equity then outstanding, (1) a written notice stating (A) the date of the exchange, which may be the date of such written notice or any other date which is not later than sixty (60) Days after the receipt of the Exchange Notice, and (B) the place where the Certificate of Withdrawal is to be delivered and (2) certificates representing the Series F Preferred Stock being issued in exchange for the Series F Preferred Equity and corresponding Series F Preferred Equity Balance being exchanged, or (b) if TCO elects to cause the Partnership to redeem all of the Series F Preferred Equity then outstanding in exchange for cash or elects to cause the Partnership to redeem any Excess Preferred Equity for cash, a written notice stating (1) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) Days after the receipt of the Exchange Notice, (2) the redemption price, and (3) the place where the Certificate of Withdrawal is to be delivered. The Series F Preferred Equity shall be deemed canceled simultaneously with the delivery of the Certificate of Withdrawal (with respect to the Series F Preferred Equity Balance exchanged) or simultaneously with the redemption date (with respect to Series F Preferred Equity Balance redeemed). Notwithstanding anything to the contrary contained herein, any and all Series F Preferred Equity to be exchanged for Series F Preferred Stock pursuant to this Paragraph (iv) shall be so exchanged in a single transaction at one (1) time. As a condition to exchange, TCO may require the Series F Preferred Partner to make such representations and warranties including, without limitation, warranties as to ownership and absence of restrictions, liens, and encumbrances and representations as may be reasonably necessary for TCO to establish that the issuance of Series F Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Any Series F Preferred Stock issued pursuant to this Paragraph (iv) shall be delivered as shares which are duly authorized, validly issued, fully paid, and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Restated Articles of Incorporation, as amended, the Restated By-Laws of TCO, the Securities Act, and relevant state securities or blue sky laws. The certificates representing the Series F Preferred Stock issued upon exchange of the Series F Preferred Equity shall contain the following legend:

        THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED (THE “ARTICLES”), IMPOSE CERTAIN RESTRICTIONS ON THE TRANSFER AND OWNERSHIP OF THE SHARES REPRESENTED BY THIS CERTIFICATE BASED UPON THE PERCENTAGE OF THE OUTSTANDING SHARES OWNED BY THE SHAREHOLDER. AT NO CHARGE, ANY SHAREHOLDER MAY RECEIVE A WRITTEN STATEMENT OF THE RESTRICTIONS ON TRANSFER AND OWNERSHIP THAT ARE IMPOSED BY THE ARTICLES.

        THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT), OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

        (2)     In the event of an exchange of the Series F Preferred Equity for Series F Preferred Stock, fractional Series F Preferred Stock of TCO is not to be issued upon the exchange but, in lieu thereof, TCO shall pay a cash adjustment based on the fair market value of the Series F Preferred Stock on the Day prior to the exchange date as determined in good faith by the Board of Directors of TCO.

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        (3)     Adjustment of Exchange Price. In the event that TCO shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of TCO’s capital stock, or sale of all or substantially all of TCO’s assets), in each case as a result of which the Series F Preferred Stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), the Series F Preferred Equity Balance will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Series F Preferred Stock of TCO or fraction thereof into which the Series F Preferred Equity Balance was exchangeable immediately prior to such transaction. TCO may not become a party to any such transaction unless the terms thereof are consistent with the foregoing.

(v)     No Other Conversion Rights. Subject to TCO’s right to convert the Series F Preferred Equity Balance to an Additional Interest pursuant to Section 8.1(c) of the Partnership Agreement, the Series F Preferred Partner shall not have any right to convert the Series F Preferred Equity Balance or any portion thereof into any other securities of, or interest in, the Partnership.

(vi)     No Sinking Fund: No sinking fund shall be required for the retirement or redemption of the Series F Preferred Equity Balance.

(vii)     Certain Voting Rights: The Series F Preferred Partner shall not have any voting rights or rights to consent to any Partnership matter requiring the consent or approval of Partners, except as set forth below.

        So long as any Series F Preferred Equity Balance remains outstanding, the Partnership shall not, without the affirmative vote of Series F Preferred Partners holding at least two-thirds (2/3rds) of the Series F Preferred Equity Balance at the time, (x) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking senior to the Series F Preferred Equity with respect to payment of distributions or rights upon liquidation, dissolution, or winding up (including, without limitation, any future issuances of Preferred Equity), or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or exchangeable for or evidencing the right to purchase any such Partnership Interests, (y) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity, or amend or alter Sections 1.2, 1.3, 1.4, 5.1, 5.2(a)(i), 5.5, 5.7(a), 6.10, 8.1(a), 8.1(c), or 11.1(a)(5) of the Partnership Agreement or any other sections of the Partnership Agreement which would affect such sections, or the rights or obligations of the Series F Preferred Partner under the Partnership Agreement, or this Annex, whether by merger, consolidation, amendment or otherwise, in each such case in a manner that would materially and adversely affect the rights of the Series F Preferred Equity or the Series F Preferred Partner; provided, however, that with respect to the occurrence of any event set forth in clause (y) above, so long as (1) the Partnership is the surviving entity and the Series F Preferred Equity remains outstanding with the terms thereof unchanged, or (2) the resulting, surviving or transferee entity is a partnership, limited liability company, or other pass-through entity organized under the laws of any state that, in each case, is not taxable as a corporation for federal income tax purposes and substitutes for the Series F Preferred Equity other interests in such entity having substantially the same terms and rights as the Series F Preferred Equity, including with respect to distributions, redemptions, transfers, voting rights, and rights upon liquidation, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights of the Series F Preferred Partner; and provided further, that any increase or issuance in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking (a) junior to the Series F Preferred Equity with respect to payment of distributions or the distribution of assets upon liquidation, or (b) on a parity to the Series F Preferred Equity with respect to payment of distributions or the distribution of assets upon liquidation shall not be deemed to materially and adversely affect such rights.

        Notwithstanding anything to the contrary contained herein or in the Partnership Agreement, in determining what is a class or series ranking senior, or on parity to the Series F Preferred Equity, the 19.95% Profits Allocation Limit shall be disregarded.

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        IN WITNESS WHEREOF, the undersigned Appointing Persons, in accordance with Section 13.11 of the Partnership Agreement, on behalf of all of the Partners have entered into this Annex as of the date first-above written.

                                                     TAUBMAN CENTERS, INC., a Michigan
                                                     corporation

                                                     By: /s/ Esther R. Blum
                                                              ____________________________
                                                              Esther R. Blum

                                                     Its: Senior Vice President, Controller, and
                                                              Chief Accounting Officer



                                                     TG PARTNERS LIMITED PARTNERSHIP, a
                                                     Delaware limited partnership

                                                     By: TG Michigan, Inc., a Michigan
                                                              Corporation, Managing General
                                                              Partner

                                                              By: /s/ Jeffrey Davidson
                                                                       _________________________
                                                                       Jeffrey Davidson

                                                              Its: Senior Vice President


                                                     TAUB-CO MANAGEMENT, INC.,
                                                     a Michigan corporation


                                                     By: /s/ Esther R. Blum
                                                              ____________________________
                                                              Esther R. Blum

                                                     Its: Chief Accounting Officer

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SCHEDULE A

Attachment to the Certificate of Amendment to the Restated Articles of Incorporation of Taubman Centers, Inc.

8

EX-12

Exhibit 12

TAUBMAN CENTERS, INC.

Computation of Ratios of Earnings to Combined Fixed Charges and
Preferred Dividends and Distributions
(in thousands, except ratios)

	Six Months Ended June 30
	2004			2003
Earnings from Continuing Operations before income from
equity investees	$	12,262		$	(9,046	)
Add:
Fixed charges		49,198			47,626
Amortization of previously capitalized interest		1,723			1,520
Distributed income of Unconsolidated Joint Ventures		18,372			18,685
Deduct-
Capitalized interest		(2,458	)		(4,929	)
Earnings available for fixed charges and preferred
dividends and distributions	$	79,097		$	53,856
Fixed charges:
Interest expense	$	45,725		$	41,521
Capitalized interest		2,458			4,929
Interest portion of rent expense		1,015			1,176
Total fixed charges	$	49,198		$	47,626
Preferred dividends and distributions		13,039			12,800
Total fixed charges and preferred dividends and
distributions	$	62,237		$	60,426
Ratio of earnings to fixed charges and
preferred dividends and distributions		1.27			0.89	(1)

(1) Earnings available for fixed charges and preferred dividends are less than the total of fixed charges and preferred dividends and distributions by approximately $6.6 million.

EX-31

Exhibit 31 (a)

CERTIFICATION

I, Robert S. Taubman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Taubman Centers, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2004	/s/ Robert S. Taubman
	Robert S. Taubman
	Chariman of the Board of Directors, President, and Chief Executive Officer

EX-31

Exhibit 31 (b)

CERTIFICATION

I, Lisa A. Payne, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Taubman Centers, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2004	/s/ Lisa A. Payne
	Lisa A. Payne
	Executive Vice President, Chief Financial and Administrative Officer

EX-32

Exhibit 32 (a)

Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        I, Robert S. Taubman, Chief Executive Officer of Taubman Centers, Inc. (the “Registrant”), certify that based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the “Report”):

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Robert S. Taubman	Date:	August 5, 2004
Robert S. Taubman
Chairman of the Board of Directors,
President, and Chief Executive Officer

EX-32

Exhibit 32 (b)

Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        I, Lisa A. Payne, Chief Financial Officer of Taubman Centers, Inc. (the "Registrant"), certify that based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the "Report"):

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Lisa A. Payne	Date:	August 5, 2004
Lisa A. Payne
Executive Vice President, Chief Financial Officer
and Administrative Officer

EX-99

MORTGAGE AND OTHER NOTES PAYABLE
INCLUDING WEIGHTED INTEREST RATES AT JUNE 30, 2004

		100%	Beneficial Interest	Effective Rate	(a)	LIBOR Rate
		6/30/04	6/30/04	6/30/04		Spread	2004	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014	Total
Consolidated Fixed Rate Debt:
Beverly Center Great Lakes Crossing MacArthur Center Regency Square Stony Point Fashion Park The Mall at Short Hills Other		347.5 148.5 144.6  80.3 115.0 263.5  20.0	347.5 148.5 137.6  80.3 115.0 263.5 (k)           20.0	5.28%  5.25%  6.83%  6.75%  6.24%  6.70% 13.00%	(b)		1.1   1.2   0.5   0.5   1.7   0.0	2.2 2.4 1.0 1.3 3.5 0.0	3.9 2.3 2.6 1.1 1.4 3.7 0.0	4.8 2.5 2.7 1.1 1.5 4.0 0.0	5.0 2.6 2.8 1.2 1.5 4.2 0.0	5.4   2.7   3.0   1.3   1.6 246.4  20.0	5.7   2.9 122.9   1.4   1.8	6.0  3.0      72.7  1.9	6.3 3.2 2.0	6.6 126.0 2.1	303.8     99.5	347.5 148.5 137.6  80.3 115.0 263.5  20.0
Total Consolidated Fixed Weighted Rate Consolidated Floating Rate Debt: Dolphin Mall Oyster Bay The Mall at Wellington Green The Shops at Willow Bend The Shops at Willow Bend Taubman Realty Group Taubman Realty Group		1,119.4 6.15% 144.5  35.9 140.0  98.7  49.4  13.4   0.0	1,112.4 6.15% 144.5  35.9 126.0  98.7  49.4  13.4   0.0	4.06% 3.34% 5.18% 2.74% 4.99% 2.44% 0.00%	(c) (e) (f) (g) (h) (i)	2.15% 2.00% 1.50% 1.50% 3.75%        0.90%	4.9 6.38%   1.0         0.7   0.4   13.4  0.0	10.4 6.37%   2.2  35.9         1.6   0.8	14.9 6.09% 141.3 (d)                96.4  48.2	16.5 6.05%     126.0	17.4 6.06%	280.5 7.11%	134.6 6.72%	83.6 6.58%	11.4 5.44%	134.8 5.27%	403.3 5.52%	1,112.4 144.5  35.9 126.0  98.7  49.4  13.4   0.0
Total Consolidated Floating Weighted Rate Total Consolidated Weighted Rate		481.9   3.92% 1,601.2   5.48%	467.9   4.08% 1,580.2   5.54%				15.5 2.62% 20.4 3.52%	40.4 3.39% 50.8 4.00%	285.9 3.77% 300.8 3.89%	126.0 5.18% 142.5 5.28%	17.4 6.06%	280.5 7.11%	134.6 6.72%	83.6 6.58%	11.4 5.44%	134.8 5.27%	403.3 5.52%	467.9 1,580.2
Joint Ventures Fixed Rate Debt:
Arizona Mills Cherry Creek Fair Oaks International Plaza Mall at Millenia Sunvalley Westfarms Mall	50.00% 50.00% 50.00% 26.49% 50.00% 50.00% 78.94%	141.6 177.0 140.0 (l)          187.5 210.0 132.6 205.4	70.8  88.5  70.0  49.7 105.0  66.3 162.2	7.90% 7.68% 6.60% 4.21% 5.46% 5.67% 6.10%			0.3  0.5       0.4       0.4  1.0	0.8 1.3     0.9     0.9 2.1	0.8 86.7       0.9       1.0  2.3	0.9         1.0     1.0 2.4	0.9      70.0 46.4  0.9  1.1  2.6	1.0             1.4 1.2 2.7	66.0                 1.5  1.2  2.9	1.6 1.3 3.1	1.6  58.2 142.9	98.1		70.8  88.5  70.0  49.7 105.0  66.3 162.2
Total Joint Venture Fixed Weighted Rate Joint Ventures Floating Rate Debt: Stamford Town Center Other	50.00%	1,194.1   6.15%    76.0     3.9	612.4 6.28%  38.0   2.1	2.04% 3.40%	(j)	0.80%	2.7 6.24%  38.0   0.4	6.0 6.30%         0.7	91.8 7.59%         0.6	5.3 5.96%         0.4	121.9 5.67%         0.0	6.3 6.17%	71.7 7.73%	6.0 5.84%	202.7 5.97%	98.1 5.46%		612.4  38.0   2.1
Total Joint Venture Floating Weighted Rate Total Joint Venture Weighted Rate		79.9   2.11% 1,274.0   5.89%	40.1 2.11% 652.5 6.03%				38.4 2.05%  41.1 2.33%	0.7 3.40%   6.6 6.02%	0.6 3.40%  92.4 7.56%	0.4 3.40%   5.7 5.79%	0.0 3.40% 121.9 5.67%	6.3 6.17%	71.7 7.73%	6.0 5.84%	202.7 5.97%	98.1 5.46%		40.1  652.5
TRG Beneficial Interest Totals Fixed Rate Debt                                 Floating Rate Debt                                 Total		2,313.5    6.15%    561.7    3.66%  2,875.3    5.66%	1,724.8    6.20%    507.9    3.92%  2,232.7    5.68% Average Maturity				7.6 6.33% 53.9 2.22% 61.5 2.72%  6.82  ====	16.4 6.35%  41.1 3.39% 57.4 4.23%	106.7 7.38% 286.5 3.77% 393.2 4.75%	21.9 6.03% 126.4 5.18% 148.3 5.30%	139.3 5.72%  0.0 3.40% 139.3 5.72%	286.8 7.09%    286.8 7.09%	206.3 7.07%    206.3 7.07%	89.6 6.53%     89.6 6.53%	214.1 5.94%    214.1 5.94%	232.9 5.35%    232.9 5.35%	403.3 5.52%    403.3 5.52%	1,724.8  507.9 2,232.7

(a) Includes the impact of interest rate swaps but does not include effect of amortization of debt issuance costs, losses on settlement of derivatives used to hedge the refinancing of certain fixed rate debt, or interest rate cap premiums.

(b) Debt includes $4.7 million of purchase accounting premium from acquisition which reduces the stated rate on the debt of 7.59% to an effective rate of 6.83%.

(c) $120 million of this debt is swapped to 2.05% plus spread to October 2004. The remaining debt is floating month to month at LIBOR plus spread. $24.5 million of this debt is capped at 7% plus spread to September 2004. The notional amount of the cap increases to $144 million in September 2004 and amortizes at the same rate as debt to February 2006.

(d) If construction commences prior to 12/31/05,the maturity date is automatically extended from 12/31/05 to three years from the commencement of construction.

(e) $100 million of this debt is swapped to 4.35% plus spread to October 2004, and to 5.25% plus spread from October 2004 to May 2005. The remainder is floating month to month at LIBOR plus spread.

(f) LIBOR rate is floating month to month. $98.0 million of this debt is capped at 4.6% plus spread to July 2006.

(g) LIBOR rate is floating month to month. $49.0 million of this debt is capped at 5.75% plus spread to July 2006.

(h) Rate floats daily.

(i) LIBOR rate floats month to month.

(j) LIBOR rate is floating month to month. This debt is capped at 8.2% plus spread to August 2004.

(k) Loan was repaid on 7/1/04.

(l) On July 1, 2004, an additional 23.6% interest was acquired, increasing the ownership interest and beneficial interest in debt to 50.1%.