8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
Securities Exchange Act of 1934

Date of report (earliest event reported): June 8, 2005

TAUBMAN CENTERS, INC.

(Exact name of registrant as specified in its charter)

Michigan
(State of other jurisdiction
of incorporation) 1-11530
(Commission
File Number) 38-2033632
(I.R.S. Employer
Identification No.)

200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan
(Address of principal executive office) 48303-0200
(Zip Code)

Registrant’s telephone number, including area code: (248) 258-6800

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Underwriting Agreement

Restated Articles of Incorporation

Opinion of Honigman Miller Schwartz and Cohn LLP

Opinion of Honigman Miller Schwartz and Cohn LLP

Notice of Redemption

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On June 8, 2005, Taubman Centers, Inc. (the “Company”) and its subsidiary, The Taubman Realty Group Limited Partnership (“TRG”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC, as Representative of the several underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell up to 3,680,000 shares of its 7.625% Series H Cumulative Redeemable Preferred Stock (the “Series H Preferred Stock”) in an underwritten public offering (the “Offering”), which includes an over-allotment option for up to 480,000 shares of the Series H Preferred Stock. The closing of the Offering is expected to occur on July 1, 2005. The Company estimates the net proceeds of the Offering, after deducting underwriting fees and commissions and expenses payable by the Company, but assuming no exercise of the over-allotment option by the underwriters, will be approximately $77.2 million. On June 9, 2005, the Underwriters exercised their over-allotment option for 280,000 shares of the Series H Preferred Stock. The Company will use the total net proceeds of the Offering to redeem 3,480,000 shares of its outstanding 8.30% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), as more fully described below. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report.

     On June 10, 2005, the Company issued a Notice of Redemption (the “Redemption Notice”) to the holders of the Series A Preferred Stock, notifying such holders that the Company will redeem 3,480,000 of the Series A Preferred Stock on July 1, 2005, for an aggregate cash redemption price of $87,000,000, plus accrued and unpaid distributions. A copy of the Redemption Notice is filed as Exhibit 10.1 to this report.

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     See the discussion in Item 1.01 above with respect to the Redemption Notice.

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

     In connection with the Offering described in Item 1.01 above, the Company has filed a Certificate of Amendment to the Company’s Articles of Incorporation with the State of Michigan, which will be effective upon filing. The Certificate of Amendment classifies 3,480,000 of the Company’s authorized but unissued shares of preferred stock as 7.625% Series H Cumulative Redeemable Preferred Stock (the “Series H Preferred Stock”).

     The Series H Preferred Stock pays cumulative cash dividends from the date of original issuance at a rate of 7.625% per year of the $25.00 liquidation preference, or $1.90625 per share each year. Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on September 1, 2005.

     The Series H Preferred Stock is not redeemable prior to July 1, 2010. On or after July 1, 2010, the Company will be able to redeem the Series H Preferred Stock for cash, 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 redemption date. The Series H Preferred Stock has no stated maturity, will not be subject to any sinking fund or mandatory redemption and will not be convertible or exchangeable for any other property or securities. Holders of the Series H Preferred Stock will generally have no voting rights but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not consecutive) and in certain other events.

2

     The Series H Preferred Stock ranks (a) junior to any other series of preferred stock established by the Company in the future, the terms of which specifically provide that such series ranks prior to the Series H Preferred Stock as to the payment of dividends and distributions of assets upon liquidation, winding up or dissolution, (b) on a parity with the Company’s 8.30% Series A Cumulative Redeemable Preferred Stock, 8.20% Series F Cumulative Redeemable Preferred Stock, 8% Series G Cumulative Redeemable Preferred Stock and any other series of preferred stock established by the Company in the future, the terms of which specifically provide that such series ranks on a parity with the Series H Preferred Stock as to the payment of dividends and distributions of assets upon liquidation, winding up or dissolution, and (c) prior to the Company’s common stock, Series B Non-Participating Convertible Preferred Stock and any other class or series of capital stock established by the Company in the future, the terms of which specifically provide that such class or series of capital stock shall rank junior to the Series H Preferred Stock as to the payment of dividends and distribution of assets upon liquidation, winding up or dissolution.

     A copy of the Company’s Restated Articles of Incorporation, as amended, which includes the terms of the Series H Preferred Stock, is being filed as Exhibit 3.1 to this report.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

     The following Exhibits are filed with this report:

Exhibit
Number	Description
1.1	Underwriting Agreement, dated June 8, 2005, between Taubman Centers, Inc., The Taubman Realty Group Limited Partnership and Wachovia Capital Markets, LLC, as Representative of the several underwriters named therein.
3.1	Restated Articles of Incorporation, as amended as of June 10, 2005.
5.1	Opinion of Honigman Miller Schwartz and Cohn LLP with respect to the Series H Preferred Stock
8.1	Opinion of Honigman Miller Schwartz and Cohn LLP with respect to certain tax matters
10.1	Notice of Redemption issued to holders of 8.30% Series A Cumulative Redeemable Preferred Stock of Taubman Centers, Inc. dated June 10, 2005
23.1	Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibits 5.1 and 8.1)

3

SIGNATURES

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

Date: June 10, 2005	TAUBMAN CENTERS, INC.
	By:	/s/ Steven Eder
		Steven E. Eder
		Treasurer

4

EXHIBIT INDEX

Exhibit
Number	Description
1.1	Underwriting Agreement, dated June 8, 2005, between Taubman Centers, Inc., The Taubman Realty Group Limited Partnership and Wachovia Capital Markets, LLC, as Representative of the several underwriters named therein.
3.1	Restated Articles of Incorporation, as amended as of June 10, 2005.
5.1	Opinion of Honigman Miller Schwartz and Cohn LLP with respect to the Series H Preferred Stock
8.1	Opinion of Honigman Miller Schwartz and Cohn LLP with respect to certain tax matters
10.1	Notice of Redemption issued to holders of 8.30% Series A Cumulative Redeemable Preferred Stock of Taubman Centers, Inc., dated June 10, 2005
23.1	Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibits 5.1 and 8.1)

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EX-1.1

                                                                     Exhibit 1.1


                                3,200,000 SHARES


                              TAUBMAN CENTERS, INC.


              7.625% SERIES H CUMULATIVE REDEEMABLE PREFERRED STOCK

                     (LIQUIDATION PREFERENCE $25 PER SHARE)


                             UNDERWRITING AGREEMENT

                                3,200,000 SHARES

                              TAUBMAN CENTERS, INC.

              7.625% SERIES H CUMULATIVE REDEEMABLE PREFERRED STOCK
                     (LIQUIDATION PREFERENCE $25 PER SHARE)


                             UNDERWRITING AGREEMENT


                                            June 8, 2005


Wachovia Capital Markets, LLC
As Representative of the Several
     Underwriters listed on Schedule A hereto
c/o Wachovia Capital Markets, LLC
301 South College Street
Charlotte, North Carolina  28288

Ladies and Gentlemen:

            Taubman Centers, Inc., a Michigan corporation (the "Company"),
proposes to issue and sell to the several Underwriters named on Schedule A
hereto (the "Underwriters"), for whom you are acting as the representative (the
"Representative"), 3,200,000 shares of its 7.625% Series H Cumulative Redeemable
Preferred Stock (the "Firm Shares"). In addition, the Company proposes to grant
to the Underwriters an option to purchase up to an additional 480,000 shares of
its 7.625% Series H Cumulative Redeemable Preferred Stock (the "Option Shares").
The Firm Shares and the Option Shares, if purchased, are hereinafter
collectively called the "Shares."

            The Company has filed with the U.S. Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 and
Post-Effective Amendment No. 1 thereto (File No. 333-35433), including a
prospectus, relating to the Shares. The registration statement, as amended at
the time it became effective and as amended by post-effective amendments
(including the Company's most recent Annual Report on Form 10-K filed with the
Commission and amendments filed pursuant to Rule 462 of the Securities Act of
1933, as amended (the "1933 Act")) at the time of its respective effectiveness,
is referred to as the "Registration Statement," and the prospectus included in
the Registration Statement at the time it became effective under the Securities
Act, as supplemented by the preliminary prospectus supplement dated June 6, 2005
and by a final prospectus supplement dated June 8, 2005 in the form first used
to confirm sales of Shares, is referred to as the "Prospectus." For purposes of
this Agreement, all references to the Registration Statement, Prospectus or
preliminary prospectus or

to any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR").

            All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and include the
filing of any document under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.

            SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company and The
Taubman Realty Group Limited Partnership, a Delaware limited partnership
("TRG"), jointly and severally, represent and warrant to each of the
Underwriters, as of the date hereof and as of the Closing Time (as defined
below) (in each case, a "Representation Date") and agree with the Underwriters,
as follows:

            (a) The Company meets the requirements for use of Form S-3 under the
1933 Act. The Company also meets the requirements for use of Form S-3 under the
1933 Act in accordance with Section 2710(b)(7)(C)(i) of the Conduct Rules of
NASD. Each of the Registration Statement and any Rule 462(b) Registration
Statement has become effective under the 1933 Act and no stop order suspending
the effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued under the 1933 Act and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company, after
due inquiry, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with. No order
preventing or suspending the use of the Prospectus has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of the
Company, after due inquiry, threatened by the Commission or the state securities
authority of any jurisdiction. At the respective times the Registration
Statement, any Rule 462(b) Registration Statement and any post-effective
amendments thereto (including the filing of the Company's most recent Annual
Report on Form 10-K with the Commission) became effective and at each
Representation Date, the Registration Statement, any Rule 462(b) Registration
Statement and any amendments and supplements thereto complied and at the Closing
Time will comply in all material respects with the requirements of the 1933 Act
and the rules and regulations of the Commission thereunder (the "1933 Act
Regulations") and did not and at the Closing Time will not contain 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 not misleading. At
the date of the Prospectus and at the Closing Time, the Prospectus and any
amendments and supplements thereto did not and will not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, that no representation or warranty is made
as to statements in or omissions from the Registration Statement or the
Prospectus made in reliance upon and in conformity with information furnished


                                       2

to the Company in writing by or on behalf of the Underwriters expressly for use
in the Registration Statement or the Prospectus. If the Company elects to rely
on Rule 434 of the 1933 Act Regulations, the Company will comply with the
requirements of Rule 434. Each preliminary prospectus and Prospectus filed as
part of the Registration Statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied
when so filed in all material respects with the 1933 Act Regulations and, if
applicable, each preliminary prospectus and the Prospectus delivered to the
Underwriter for use in connection with the offering of the Shares will, at the
time of such delivery, be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required
in connection with the offering and sale of the Shares, the Company has complied
or will comply with the requirements of Rule 111 under the 1933 Act Regulations
relating to the payment of filing fees therefor.

            (b) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement and the Prospectus, at the time they
were or hereafter are filed with the Commission, complied and will comply in all
material respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder (the "1934 Act Regulations"), and, when
read together with the other information in the Prospectus, at the date of the
Prospectus and at the Closing Time, will not contain 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.

            (c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property, to
conduct its business as described in the Prospectus, and to enter into and
perform its obligations under this Agreement and is duly qualified to transact
business and is in good standing as a foreign corporation authorized to do
business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification and as set forth on
Schedule I, except to the extent that the failure to be so qualified or to be in
good standing would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, assets, business or operations of the
Company.

            (d) Each of TRG and the Subsidiaries (as defined below) has been
duly organized and is validly existing and in good standing as a corporation,
partnership, limited liability company, trust or other legal entity under the
laws of its jurisdiction of organization, with the requisite power and authority
to carry on its business and to own or lease its properties as described in the
Prospectus. As used in this Agreement, the term "Subsidiary" shall mean each
consolidated subsidiary of the Company and each joint venture included in
determining the Company's income from unconsolidated joint ventures in the
consolidated financial statements for the Company for the most recent period
included in the Prospectus.

            (e) TRG and each Subsidiary is duly qualified or registered as a
foreign partnership, limited liability company or corporation, as applicable, in
good standing and authorized to do business in each jurisdiction in which the
nature of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified


                                       3

would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, assets, business or operations of TRG or such
Subsidiary, as the case may be. Set forth on Schedule II is a list of all
Subsidiaries that are "significant subsidiaries" of the Company as defined under
Section 1-02(w) of Regulation S-X and set forth on Schedule I is a list of the
jurisdictions in which each such subsidiary is qualified or registered as a
foreign partnership, limited liability company or corporation, as applicable.

            (f) The Company is the managing general partner of TRG. The
partnership agreement of TRG, as amended, is in full force and effect. The
ownership by the Company of its interest in TRG, and the ownership (direct or
indirect) by TRG of the capital stock, partnership interests or limited
liability company interests of each Subsidiary, are as set forth in the
Prospectus, free and clear of any liens or encumbrances except as described in
the Prospectus and (in the case of TRG) except pursuant to that certain
Shareholders Agreement dated as of November 20, 1992 (as amended and restated on
October 30, 2001 and further amended by a First Amendment on December 31, 2001)
among Taub-Co Management, Inc., TRG, The A. Alfred Taubman Restated Revocable
Trust, as amended, and Taub-Co Holdings LLC. Neither the Company nor TRG owns
any direct or indirect equity interest in any entity other than, in the case of
the Company, TRG and the Subsidiaries or, in the case of TRG, the Subsidiaries.

            (g) This Agreement has been duly authorized, executed, and delivered
by the Company and TRG.

            (h) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus. The authorized capital stock of the
Company and the authorized partnership interests in TRG conform to the
descriptions thereof contained in the Prospectus in all material respects. All
outstanding shares of capital stock of the Company have been duly authorized and
validly issued and are fully paid and non-assessable. There are no securities
issued and outstanding that are convertible into or exchangeable for, and
options, warrants or other rights outstanding to purchase or subscribe for, any
shares of capital stock of the Company, except (1) as described in the
Registration Statement and the Prospectus and (2) for any stock options granted
under TRG's 1992 Incentive Option Plan, shares of common stock that are issuable
upon exchange of outstanding units of limited partnership interest in TRG or
Series B Non-Participating Convertible Preferred Stock, restricted stock units
granted under The Taubman Company 2005 Long-Term Incentive Plan, shares issuable
under the Company's Non-Employee Directors' Stock Grant Plan and Non-Employee
Directors' Deferred Compensation Plan and shares of the Company's 8.20% Series F
Cumulative Redeemable Preferred Stock that are issuable upon exchange of TRG's
8.20% Series F Cumulative Redeemable Preferred Equity ("Series F Preferred
Equity"). None of the outstanding shares of capital stock of the Company was
issued in violation of preemptive or other similar rights. Such outstanding
shares of capital stock initially were offered and sold by the Company in
compliance with all applicable laws (including, without limitation, federal and
state securities laws).

            (i) All issued and outstanding units of partnership interests of TRG
have been duly authorized and validly issued and have been offered and sold or
exchanged in compliance with all applicable laws (including, without limitation,
federal and state securities laws). Except as disclosed in the Prospectus, no
units of partnership interests of TRG are reserved for any purpose and there are
no outstanding securities convertible into or exchangeable for any units of


                                       4

partnership interests of TRG and no outstanding options, rights (preemptive or
otherwise) or warrants to purchase or subscribe for units of partnership
interests of TRG or other securities of TRG. The terms of the units of
partnership interests of TRG conform in all material respects to statements and
descriptions related thereto contained in the Prospectus.

            (j) The Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of the Shares will not
be subject to any preemptive or similar rights. The Shares conform to the
description thereof in the Prospectus in all material respects and such
description conforms to the rights set forth in the Designating Amendment (as
defined below). The certificate evidencing the Shares will be in substantially
the form to be filed or incorporated by reference, as the case may be, as an
exhibit to the Registration Statement and the form of stock certificate
evidencing the Shares will comply with all applicable legal requirements, with
all applicable requirements of the Company's Articles of Incorporation and
By-laws and with the requirements of the New York Stock Exchange, Inc.

            (k) KPMG LLP, which was appointed by the Company as its new outside
auditor effective March 10, 2004, is and has been since that time an independent
registered public accounting firm as required by the 1933 Act, the 1933 Act
Regulations and the Public Company Accounting Oversight Board ("PCAOB") and is,
and since October 22, 2003 has been, registered with PCAOB. KPMG LLP has audited
and reported on the consolidated financial statements of the Company and the
combined financial statements of the unconsolidated joint ventures of TRG for
the year ended December 31, 2004 and as of the year ended December 31, 2004, and
has performed a review in accordance with the American Institute of Certified
Public Accountants Statement of Auditing Standards 100 of the consolidated
financial statements of the Company and the combined financial statements of the
unconsolidated joint ventures of TRG for the three months ended March 31, 2005
and as of March 31, 2005, each included in the Registration Statement and the
Prospectus. Deloitte & Touche LLP, the accountants who have audited and reported
on the consolidated financial statements of the Company and the combined
financial statements of the unconsolidated joint ventures of TRG for the years
ended December 31, 2003 and 2002 and as of the year ended December 31, 2003 and
included in the Registration Statement and the Prospectus, was, at all relevant
times, an independent certified accountant as required by the 1933 Act and the
1933 Act Regulations and registered with PCAOB.

            (l) The consolidated financial statements of the Company and the
combined financial statements of the unconsolidated joint ventures of TRG
included in the Registration Statement and the Prospectus present fairly the
financial position and results of operations of the Company and the Subsidiaries
and the combined unconsolidated joint ventures of TRG at the respective dates
and for the respective periods specified, and have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
throughout such periods. The supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. The
financial information and data included in the Registration Statement and the
Prospectus present fairly the information included therein and have been
prepared on a basis consistent with that of the financial statements included in
the Registration Statement and the Prospectus and the books and records of the
respective entities presented therein. Other than the financial statements (and
schedules) included therein, no other financial statements (or schedules) are
required by the 1933 Act or the 1933 Act Regulations to


                                       5

be included or incorporated by reference in the Registration Statement. Except
as reflected or disclosed in the financial statements included in the
Registration Statement or otherwise set forth in the Prospectus, none of the
Company, TRG, or any Subsidiary is subject to any material indebtedness,
obligation, or liability, contingent or otherwise.

            (m) There are (i) no legal or governmental proceedings pending or
threatened to which the Company, TRG, or any of the Subsidiaries is a party
other than proceedings accurately described in the Registration Statement or the
Prospectus and proceedings that would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, assets, business or
operations of the Company, TRG, and the Subsidiaries, considered as a single
enterprise ("Material Adverse Effect"), or on the power or ability of the
Company or TRG to perform its obligations under this Agreement or to consummate
the transactions contemplated by the Registration Statement or the Prospectus;
and (ii) no statutes, regulations, contracts, or other documents that are
required to be described in the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required, except for
this Agreement, the amendment to the Company's Articles of Incorporation
designating the terms of the Shares (the "Designating Amendment"), and the
amendment to TRG's partnership agreement creating and designating partnership
units of substantially like kind and like number as the Shares, all of which
will be filed prior to the Initial Closing Time (as defined below) under a Form
8-K or post-effective amendment to the Registration Statement that becomes
effective upon filing under Rule 462(d) of the 1933 Act Regulations.

            (n) Each of TRG and each Subsidiary has good and marketable title in
fee simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of TRG and the
Subsidiaries, considered as a single enterprise, in each case free and clear of
all liens, claims, encumbrances, and defects except such as are described in the
Prospectus or such as do not materially interfere with the use made and proposed
to be made of such property by TRG or such Subsidiary and do not materially
affect the value of such property (except for reciprocal easement agreements or
agreements relating to common area maintenance that do not materially interfere
with the use made and proposed to be made of such property by TRG or such
Subsidiary); and any real property and buildings held under lease by TRG and
each Subsidiary are held by them under valid, subsisting, and enforceable leases
with such exceptions as do not materially interfere with the use made and
proposed to be made of such property and buildings by TRG or such Subsidiary, in
each case except as described in or contemplated by the Registration Statement
and the Prospectus.

            (o) Each of the Company, TRG, and each Subsidiary is insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged; and the Company has no reason to believe that it, TRG, or any
Subsidiary will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its businesses at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings, assets,
business, or operations of the Company, TRG, and the Subsidiaries, considered as
a single enterprise, except as described in or contemplated by the Registration
Statement and the Prospectus.


                                       6

            (p) Each of the Company, TRG, and the Subsidiaries has all consents,
authorizations, approvals, orders, certificates, and permits of and from, and
has made all declarations and filings with, all federal, state, local, and other
governmental authorities, all self-regulatory organizations, and all courts and
other tribunals required for it to own, lease, license, and use its properties
and assets and to conduct its business in the manner described in the
Registration Statement and the Prospectus, except to the extent that the failure
to obtain or file would not have a Material Adverse Effect, and none of the
Company, TRG, or any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such consent, authorization, approval,
order, certificate, or permit that, singly or in the aggregate, if the subject
of an unfavorable decision, ruling, or finding, would materially and adversely
affect the condition, financial or otherwise, or the earnings, assets, business,
or operations of the Company, TRG, and the Subsidiaries, considered as a single
enterprise.

            (q) Since the dates as of which information is given in the
Registration Statement, except as otherwise described therein, (i) there has
been no material adverse change, or any development involving a prospective
material adverse change, in the condition, financial or otherwise, or in the
earnings, assets, business or operations of the Company, TRG, and the
Subsidiaries, considered as a single enterprise ("Material Adverse Change"),
(ii) there have been no material transactions entered into by the Company, TRG,
or to the knowledge of the Company, any Subsidiary, other than transactions in
the ordinary course of business, (iii) none of the Company, TRG, or any
Subsidiary has incurred any material obligation or liability, direct,
contingent, or otherwise, (iv) there has been no material change in the
short-term debt or long-term debt of the Company or TRG, and (v) except for
regular quarterly dividends or distributions on the common stock of the Company
and common partnership units in TRG in amounts per share that are consistent
with past practice, regular quarterly dividends on the Company's 8.30% Series A
Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") and
regular quarterly distributions on the Series F Preferred Equity, there has been
no dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock or by TRG on any class of its partnership equity.

            (r) None of the Company, TRG, or any Subsidiary is in violation of
its partnership agreement, charter documents, or bylaws or in default in the
performance of any obligation, agreement, or condition included in any bond,
debenture, note, or any other evidence of indebtedness or in any indenture,
instrument, or agreement to which the Company or TRG or, to the knowledge of the
Company, any Subsidiary is a party or by which any of their respective
properties may be bound or affected, except where any such violation or default
would not have a Material Adverse Effect.

            (s) None of the Company, TRG or any Subsidiary is in violation of
its charter, bylaws, certificate of limited partnership, partnership agreement,
limited liability company agreement or other organizational document (the
"Organizational Documents'), as the case may be, or in default in the
performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which any such entity
is a party or by which any of them may be bound, or to which any of its property
or assets is subject (collectively, the "Agreements and Instruments") except for
such violations or defaults that would not have a Material Adverse Effect. The
execution and delivery by the Company and TRG of this


                                       7

Agreement, the Designating Amendment and the performance by the Company and TRG
of their respective obligations hereunder, do not and will not violate or
conflict with or constitute a breach of any of the terms or provisions of, or
constitute a default under (i) the Organizational Documents, (ii) the Agreements
and Instruments, or (iii) any law, regulation, ruling, order, judgment, or
decree to which the Company, TRG or any Subsidiary or any of their respective
properties may be subject.

            (t) All authorizations, approvals, orders, consents, qualifications
of, or filings with, any court or governmental or regulatory authority or agency
that are necessary in connection with the offering, issuance, or sale of the
Shares under this Agreement, and the performance by the Company and TRG of their
respective obligations hereunder, have been obtained or made, except such as
will be obtained on or prior to the Initial Closing Time under the 1933 Act and
the 1933 Act Regulations, and except as may be required under state securities
laws or regulations with respect to the Shares.

            (u) Neither the Company nor TRG is an "investment company" or an
entity "controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended (the "1940 Act").

            (v) Each of the Company, TRG, and each Subsidiary (i) is in
compliance with any and all applicable foreign, federal, state, and local laws
and regulations relating to the protection of human health and safety, the
environment, or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) has received all permits, licenses,
and other approvals required of it under applicable Environmental Laws to
conduct its respective businesses, and (iii) is in compliance with all terms and
conditions of any such permit, license, or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses, or other approvals, or failure to comply with the terms and conditions
of such permits, licenses, or approvals are otherwise disclosed in the
Prospectus or would not, singly or in the aggregate, have a Material Adverse
Effect.

            (w) In the ordinary course of its business, TRG conducts a periodic
review of the effect of Environmental Laws on the business, operations, and
properties of it and the Subsidiaries, in the course of which it identifies and
evaluates associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties,
or compliance with Environmental Laws or any permit, license, or approval, any
related constraints on operating activities, and any potential liabilities to
third parties). On the basis of such review, TRG has reasonably concluded that
such associated costs and liabilities would not, singly or in the aggregate,
have a Material Adverse Effect.

            (x) Neither the Company nor any of its directors, officers or
controlling persons has taken or will take, directly or indirectly, any action
resulting in the violation of Regulation M, or designed to cause or result under
the 1934 Act or otherwise in, or which has constituted or which reasonably might
be expected to constitute, the stabilization or manipulation of the price of any
security of the Company or facilitation of the sale or resale of any such
securities.


                                       8

            (y) The assets of TRG do not constitute "plan assets" under the
Employee Retirement Income Security Act of 1974, as amended.

            (z) There are no contracts, agreements, or understandings between
the Company and any person granting such person the right to require the Company
to file a registration statement under the 1933 Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statement, except for
such contracts or agreements as are described in the Registration Statement
(including the contracts and agreements incorporated by reference in the
Registration Statement) and with which the Company has complied.

            (aa) The statements set forth in the Prospectus under the captions
"Description of Our Series H Preferred Stock" and "Description of Preferred
Stock," insofar as they purport to constitute a summary of the terms of the
Shares, and under "Underwriting," "Plan of Distribution" and "Material U.S.
Federal Income Tax Consequences," insofar as they purport to describe factual
matters or relate to matters of law or regulation or constitute summaries of
documents described therein, are accurate and complete in all material respects.

            (bb) Commencing with its taxable year ended December 31, 1992, the
Company has continuously qualified to be taxed as a real estate investment trust
pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended (the "Code") and the Company's present and contemplated organization,
ownership, method of operation, assets, and income will enable it to so qualify
for the taxable year ending December 31, 2005 and thereafter.

            (cc) Each of the Company and TRG (i) makes and keeps accurate books
and records and (ii) maintains internal accounting controls which provide
reasonable assurance that (A) transactions are executed in accordance with
management's authorization, (B) transactions are recorded as necessary to permit
preparation of its financial statements and to maintain accountability for its
assets, (C) access to its assets is permitted only in accordance with
management's authorization and (D) the reported accountability for its assets is
compared with existing assets at reasonable intervals.

            (dd) The Company has established and maintains disclosure controls
and procedures (as such term is defined in Rule 13a-15 under the 1934 Act),
which (i) are designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to each of the
Company's principal executive officer and principal financial officer by others
within those entities, particularly during the preparation of the Prospectus;
(ii) have been evaluated for effectiveness as of the date of the filing of the
Prospectus with the Commission; and (iii) are effective in all material respects
to perform the functions for which they were established.

            (ee) Based on its evaluation of its internal controls over financial
reporting, the Company is not aware of (i) any significant deficiency or
material weakness in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company's ability
to record, process, summarize and report financial information; (ii) any fraud,
whether or not material, that involves management or other employees who have a


                                       9

significant role in the Company's internal control over financial reporting; or
(iii) any matter that would cause the Company's management to believe that the
Company's internal control over financial reporting is no longer effective.

            (ff) The Company's periodic reports filed pursuant to the 1934 Act
and proxy statement contain all disclosures required by Section 303A of the
Listing Company Manual of the New York Stock Exchange.

            (gg) Neither the Company nor any of its Subsidiaries, nor any
director, officer, agent, employee or other person associated with or acting on
behalf of the Company or any of its Subsidiaries, has (1) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity, (2) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds; violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977, or (3) made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment.

            Any certificate signed by any officer of the Company and delivered
to the Underwriters or to counsel for the Underwriters in connection with the
offering of the Shares shall be deemed a representation and warranty by the
Company to the Underwriters as to the matters covered thereby on the date of
such certificate and, unless subsequently amended or supplemented, at each
Representation Date subsequent thereto.

            SECTION 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.

            (a) On the basis of the representations and warranties contained
herein and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth on Schedule III, the number of Shares set forth on Schedule
A opposite the name of such Underwriter, plus any additional number of Shares
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof. The Company is advised by the Representative
that the Underwriters propose to make a public offering of their respective
portions of the Shares as soon as is advisable in the judgment of the
Representative. The Company is further advised by the Representative that the
Shares are to be offered to the public initially at a price per share as set
forth on Schedule III.

            (b) In addition, the Company grants to the Underwriters an option to
purchase up to 480,000 Option Shares. Such option is granted solely for the
purpose of covering over-allotments in the sale of Firm Shares. Option Shares
shall be purchased severally for the account of the Underwriters, at the price
set forth on Schedule III, in proportion to the number of Firm Shares set forth
opposite the name of each Underwriter in Schedule A hereto. The option hereby
granted may be exercised at any time and from time to time in whole or in part
upon notice by the Representative to the Company, which notice may be given not
later than 30 days after the date of this Agreement.

            (c) The Company will deliver the Firm Shares, with transfer taxes
thereon duly paid, to the Representative for the respective accounts of the
Underwriters in book entry form through the facilities of The Depository Trust
Company ("DTC") against payment of the


                                       10

purchase price in Federal (same day) funds by wire transfer to an account of the
Company, in connection with the closing of such transactions, at the office of
Hogan & Hartson L.L.P., 555 13th Street, N.W., Washington, D.C. 20004, at 10:00
A.M., New York time, on July 1, 2005 (unless postponed in accordance with the
provisions of Section 10), or at such other time not later than ten business
days thereafter as the Representative and the Company determine, such time being
herein referred to as the "Initial Closing Time" and the date of such payment
being herein referred as the "Initial Closing Date"). It is understood that each
Underwriter has authorized the Representative, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the Firm
Shares which it has agreed to purchase. The Representative may (but shall not be
obligated to) make payment of the purchase price for the Firm Shares to be
purchased by any Underwriter whose funds have not been received by the Initial
Closing Time, but such payment shall not relieve such Underwriter from its
obligations hereunder.

            (d) In addition, if the option to purchase Option Shares is properly
exercised, the Company will deliver the Option Shares, with transfer taxes
thereon duly paid, to the Representative for the respective accounts of the
Underwriters in book entry form through the facilities of DTC against payment of
the purchase price in Federal (same day) funds by wire transfer to an account of
the Company, in connection with the closing of such transactions, at the office
of Hogan & Hartson L.L.P., 555 13th Street, N.W., Washington, D.C. 20004, at
such time as the Representative and the Company determine, such time being
herein referred to as the "Option Closing Time" and the date of such payment
being herein referred to as the "Option Closing Date." In the event that the
Underwriters exercise their option to purchase Option Shares, Initial Closing
Time and Option Closing Time are herein collectively referred to as the "Closing
Time" and Initial Closing Date and Option Closing Date are herein collectively
referred to as the "Closing Date." In the event that the Underwriters do not
exercise their option to purchase Option Shares, the terms Closing Time and
Closing Date shall have the same meaning as Initial Closing Time and Initial
Closing Date, respectfully. It is understood that each Underwriter will
authorize the Representative, for its account, to accept delivery of, receipt
for, and make payment of the purchase price for, the Option Shares which it
agrees to purchase. The Representative may (but shall not be obligated to) make
payment of the purchase price for the Option Shares to be purchased by any
Underwriter whose funds have not been received by the Option Closing Time, but
such payment shall not relieve such Underwriter from its obligations hereunder.

            (e) Certificates for the Shares shall be in such denominations and
registered in such names as the Representative may request in writing at least
one full business day before the Closing Time. The certificates for the Shares
will be made available for examination by the Representative in Washington, D.C.
not later than 10:00 A.M. (Eastern time) on the business day prior to the
Closing Time.

            SECTION 3. COVENANTS OF THE COMPANY AND TRG. Each of the Company and
TRG covenants with the Underwriters as follows:

            (a) The Company will notify the Representative immediately, and
confirm the notice in writing, of: (i) the effectiveness of any post-effective
amendment to the Registration Statement; (ii) the receipt of any comments from
the Commission; (iii) any request by the


                                       11

Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information relating thereto; and
(iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose. The Company will make every reasonable effort to prevent the
issuance of any such stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

            (b) The Company will prepare and timely file or transmit for filing
with the Commission the Prospectus in accordance with Rule 424(b) under the 1933
Act Regulations.

            (c) The Company will give the Representative notice of its intention
to file or prepare any amendment to the Registration Statement (including any
post-effective amendment) or any amendment or supplement to the Prospectus
(including any revised Prospectus or prospectus supplement that the Company
proposes for use in connection with the offering of the Shares that differs from
the Prospectus, regardless of whether such revised Prospectus or prospectus
supplement is required to be filed pursuant to Rule 424(b) under the 1933 Act
Regulations), will furnish the Representative with copies of any such amendment
or supplement a reasonable amount of time prior to such proposed filing or use,
as the case may be, and will not file any such amendment or supplement or use
any such Prospectus to which counsel for the Underwriters shall reasonably
object.

            (d) The Company will deliver to Wachovia Capital Markets, LLC one
(1) signed copy, and to the Underwriters as many conformed copies, of the
Registration Statement and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein) as the Underwriters may
reasonably request. The Company will deliver or cause to be delivered definitive
certificates evidencing the Shares as soon as practicable after the Closing
Date.

            (e) If any event shall occur as a result of which it is necessary,
in the reasonable opinion of counsel for the Underwriters, to amend or
supplement the Prospectus in order to make the Prospectus not misleading in the
light of the circumstances existing at the time it is delivered to a prospective
investor or in order to otherwise comply with the 1933 Act or the 1934 Act, the
Company will forthwith prepare and furnish to the Underwriters a reasonable
number of copies of an amendment of or supplement to the Prospectus in form and
substance reasonably satisfactory to counsel for the Underwriters and the
Company's counsel, which will amend or supplement the Prospectus so that it will
not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a prospective investor,
not misleading, and otherwise comply with the 1933 Act and the 1934 Act.

            (f) The Company will endeavor in good faith to qualify the Shares
for offering and sale under the applicable securities laws of such states and
other jurisdictions of the United States as the Underwriters may designate,
provided that, in connection therewith, neither the Company nor any partner in
TRG shall be required to qualify to do business in any jurisdiction in which it
is not so qualified. In each jurisdiction in which the Shares have been so
qualified, the Company will file such statements and reports as may be required
by the laws of


                                       12

such jurisdiction to continue such qualification in effect for so long as
required for the distribution of the Shares.

            (g) The Company will timely file such reports pursuant to the 1934
Act as are necessary in order to make generally available to its securityholders
as soon as practicable an earnings statement for the purposes of, and to provide
the benefits contemplated by, the last paragraph of Section 11(a) of the 1933
Act.

            (h) The Company and TRG will use the proceeds received by them from
the sale of the Shares in the manner specified in the Prospectus under the
caption "Use of Proceeds."

            (i) At or prior to the Closing Time, TRG will take or cause to be
taken all actions necessary to accept the proceeds from the offering, and
designate such capital as Series H Preferred Equity and authorize guaranteed
payments with respect to such Series H Preferred Equity in amounts equal to the
dividends payable on the Shares, including, without limitation, the
authorization, execution, and delivery of an amendment to the partnership
agreement of TRG authorizing the designation of one or more series of Preferred
Equity and the payment of guaranteed payments in respect any such series.

            (j) The Company shall execute the Designating Amendment and file the
same with the Michigan Department of Labor & Economic Growth Bureau of
Commercial Services prior to the Closing Time.

            (k) The Company shall use its best efforts to list the Shares at the
Closing Time, and maintain such listing, with the New York Stock Exchange.

            (l) The Company shall use its best efforts to continue to maintain
its qualification as a "real estate investment trust" under the Code unless and
until the Company's Board of Directors determines prospectively that it is in
the best interest of the Company's shareholders for the Company not to maintain
such qualification.

            (m) The Company hereby agrees that during the period beginning on
the date hereof and continuing to and including the date which is sixty (60)
days after the date of this Agreement, it will not offer, sell, contract to
sell, or otherwise dispose of any preferred stock of the Company or warrants to
purchase preferred stock of the Company substantially similar to the Shares
(other than the Shares) without the prior written consent of Wachovia Securities
Inc.

            SECTION 4. PAYMENT OF EXPENSES.

            (a) TRG will pay all expenses incident to the performance of the
Company's obligations under this Agreement, including: (i) the printing and
filing of the Registration Statement as originally filed and of each amendment
thereto; (ii) a discount or commission equal to $0.7875 per Share to the
Underwriters and the costs and expenses relating to the transfer and delivery of
the Shares to the Underwriters and to the printing of the certificates
representing the Shares; (iii) the fees and disbursements of counsel for the
Company and TRG; (iv) the fees and disbursements of the Company's or TRG's
accountants; (v) the qualification of the Shares under state securities laws in
accordance with the provisions of Section 3(f), including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in connection
therewith


                                       13

and in connection with the preparation of the Blue Sky Memorandum; (vi) the
printing and delivery to the Underwriters of copies of the Registration
Statement as originally filed and of each amendment thereto, and of the
Prospectus and any amendments or supplements thereto; (viii) any fees charged by
rating agencies for the rating of the Shares; (ix) any transfer taxes imposed on
the sale of the Shares to the Underwriters; (x) the costs and charges of any
transfer agent, registrar, or depositary; (xi) all fees and expense in
connection with the preparation and filing of a registration statement on Form
8-A relating to the Shares and all costs and expenses relating to the listing of
the Shares on the New York Stock Exchange; and (xii) all other costs and
expenses incident to the performance of the obligations of the Company and TRG
under this Agreement for which provision is not otherwise made in this Section
4. It is understood, however, that except as expressly provided in this Section
4 and Sections 6 and 7, the Underwriters will pay all of their costs and
expenses, including fees and disbursements of their counsel, stock transfer
taxes payable on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.

            (b) If this Agreement is terminated by the Underwriters in
accordance with the provisions of Section 5 or Section 9(a)(i), TRG shall
reimburse the Underwriters for all of their out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Underwriters, not to
exceed $100,000.

            SECTION 5. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The
obligations of the Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company herein included, to the
performance by the Company and TRG of their respective obligations hereunder,
and to the following further conditions:

            (a) The Registration Statement, including any Rule 462(b)
Registration Statement, has become effective under the 1933 Act and no stop
order suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or threatened by the
Commission and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of
counsel to the Underwriters. A prospectus containing information relating to the
description of the Shares, the specific method of distribution and similar
matters shall have been filed with the Commission in accordance with Rule
424(b)(1), (2), (3), (4) and/or (5), as applicable (or any required
post-effective amendment providing such information shall have been filed and
declared effective in accordance with the requirements of Rule 430A), or, if the
Company has elected to rely upon Rule 434 of the 1933 Act Regulations, a term
sheet including the Rule 434 Information shall have been filed with the
Commission in accordance with Rule 424(b)(7).

            (b) Between the date of this Agreement and the Closing Time, there
shall not have occurred any downgrading, nor shall any notice have been given of
any intended or potential downgrading or of any review for a possible change
that does not indicate the direction of the possible change, in the rating
accorded any of the Company's or TRG's securities by any "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the 1933 Act.

            (c) At the Initial Closing Time, the Representative shall have
received:

                                       14

            (1) The favorable opinion, dated as of the Initial Closing Time, of
Honigman Miller Schwartz and Cohn LLP, counsel for the Company and TRG, in form
and substance satisfactory to the Representative, to the effect that:

                  (i) the Company has been duly incorporated and is validly
      existing as a corporation and in good standing under the Michigan Business
      Corporation Act;

                  (ii) TRG has been duly formed and is validly existing as a
      limited partnership and in good standing under the Delaware Revised
      Uniform Limited Partnership Act;

                  (iii) the Company has the power and authority to own its
      property and conduct its business as described in the Prospectus, and is
      duly qualified and in good standing and authorized to transact business in
      those jurisdictions set forth opposite its name on Schedule I;

                  (iv) TRG has the power and authority to own its property and
      conduct its business as described in the Prospectus, and is duly qualified
      and in good standing and authorized to transact business in those
      jurisdictions set forth opposite its name on Schedule I;

                  (v) each Subsidiary listed on Schedule II to this Agreement
      has been duly formed and is validly existing and in good standing under
      the laws of the jurisdiction of its formation, has the power and authority
      to own its property and conduct its business as described in the
      Prospectus, and is duly qualified and in good standing and authorized to
      transact business in those jurisdictions set forth opposite its name on
      Schedule I;

                  (vi) this Agreement has been duly authorized, executed and
      delivered by the Company and TRG. Each of the Company and TRG has the
      power and authority to enter into this Agreement and the Company has the
      power and authority to issue, sell and deliver to the Underwriters the
      Firm Shares to be issued and sold by the Company pursuant to this
      Agreement.

                  (vii) the Firm Shares have been duly authorized and, when
      delivered to and paid for by the Underwriters in accordance with this
      Agreement, will be validly issued, fully paid and non-assessable and free
      of any preemptive or similar rights to subscribe for shares of capital
      stock of the Company arising under the Michigan Business Corporation Act
      or the Articles of Incorporation or the By-laws of the Company. To such
      counsel's knowledge, the issuance of the Firm Shares is not subject to any
      contractual right to subscribe for the Shares under any contract to which
      the Company is a party. The terms of the Firm Shares and the terms of the
      Company's other authorized series of preferred stock ("Other Preferred
      Stock") conform in all material respects to all statements and
      descriptions related thereto contained in the Prospectus, and the relative
      rights, preferences, interests and powers of the Firm Shares and such
      Other Preferred


                                       15

      Stock are as set forth in the Company's Articles of Incorporation, as
      amended, and all such provisions are valid under the Michigan Business
      Corporation Act. The form of the certificate used to evidence the Firm
      Shares complies, in all material respects, with all applicable
      requirements of the Michigan Business Corporation Act, with any applicable
      requirements of the Articles of Incorporation or By-laws of the Company
      and the requirements of the New York Stock Exchange;

                  (viii) upon the issuance of the Firm Shares and payment
      therefor by the Underwriters pursuant to this Agreement and the
      contribution of the proceeds from such issuance by the Company to TRG,
      Parity Preferred Equity (as defined in the partnership agreement of TRG)
      will be issued by TRG to the Company in exchange for such contribution
      pursuant to the partnership agreement of TRG. The partnership agreement of
      TRG has been duly authorized by all necessary partnership action of TRG
      and is a valid and binding obligation of TRG enforceable against TRG in
      accordance with its terms;

                  (ix) the issuance and sale of the Firm Shares and the
      execution by each of the Company and TRG of, and the performance by the
      Company of its obligations under, this Agreement, the Designating
      Amendment and the consummation of the transactions contemplated hereby by
      the Company and TRG (including, without limitation, the issuance of the
      Parallel TRG Interest) will not (A) violate any provision of applicable
      law or the Organizational Documents or any judgment, order, or decree of
      any governmental body, agency, or court having jurisdiction over the
      Company or TRG that, to the knowledge of such counsel, is applicable to
      the Company, TRG or any Subsidiary or (B) breach, or result in a default
      under, any Agreement and Instrument that, to the knowledge of such
      counsel, is binding upon and is material to the Company, TRG and the
      Subsidiaries, taken as a whole;

                  (x) no consent, approval, authorization, or order of, or
      qualification with, any governmental body or agency and no consent,
      approval, or authorization of any person is required for the performance
      by the Company and TRG of their respective obligations under this
      Agreement, except such as may be required by the securities or Blue Sky
      laws of the various states in connection with the offer and sale of the
      Firm Shares;

                  (xi) to the knowledge of such counsel, there are no legal or
      governmental proceedings pending or threatened to which the Company, TRG,
      or any Subsidiary is a party or to which any of their properties is
      subject, other than proceedings accurately described in the Registration
      Statement or the Prospectus, or proceedings that would not have a Material
      Adverse Effect or a material adverse effect on the power or ability of the
      Company or TRG to perform their respective obligations under this
      Agreement or to consummate the transactions contemplated by the
      Registration Statement and Prospectus or any statutes, regulations,
      contracts, or other documents that are required to be described in the


                                       16

      Prospectus or to be filed (by incorporation by reference or otherwise) as
      exhibits to the Registration Statement that are not described or filed as
      required;

                  (xii) except as described in the Registration Statement or the
      Prospectus, there is no violation of law known to such counsel relating to
      the protection of human health and safety or the environment (a) that
      pertains to the Company, TRG, or any Subsidiary, (b) that individually (or
      in the aggregate with other similar matters) is material to the business
      and operations of the Company, TRG, and the Subsidiaries taken as a whole,
      other than as described in the Registration Statement or the Prospectus,
      and (c) that is not so described;

                  (xiii) neither the Company nor TRG is an "investment company"
      or an entity "controlled" by an "investment company" as such terms are
      defined in the 1940 Act;

                  (xiv) the statements (1) set forth in the Prospectus under the
      captions "Description of Our Series H Preferred Stock" and "Description of
      Preferred Stock," insofar as they constitute a summary of the terms of the
      Firm Shares and the Other Preferred Stock, "Certain Provisions of the
      Articles of Incorporation and Bylaws," "Restrictions on Transfer," and
      "Risk Factors -- Our ability to pay dividends is further limited by the
      requirements of Michigan law," insofar as they purport to describe factual
      matters or relate to matters of law or regulation or constitute summaries
      of documents described therein, and (2) in the Registration Statement
      under Item 15 ("Indemnification of Directors and Officers"), are accurate
      and complete in all material respects;

                  (xv) the Registration Statement has been declared effective
      under the 1933 Act, and to the knowledge of such counsel, no stop order
      suspending the effectiveness of the Registration Statement has been issued
      under the 1933 Act or proceedings therefor initiated or threatened by the
      Commission.

                  (xvi) the Registration Statement and Prospectus (except for
      financial statements and schedules included therein, as to which such
      counsel need not express any opinion) comply as to form in all material
      respects with the 1933 Act and the rules and regulations of the Commission
      thereunder.

                  (xvii) each document filed pursuant to the 1934 Act and
      incorporated or deemed incorporated by reference in the Prospectus (except
      for financial statements and schedules included therein, as to which such
      counsel need not express any opinion) complied as to form in all material
      respects with the requirements of the 1934 Act and the rules and
      regulations promulgated thereunder in effect at the date of their
      respective filings.

                  (xviii) to such counsel's knowledge, there are no persons with
      registration rights (or other similar rights) to have any securities of
      the Company registered pursuant to the Registration Statement or otherwise
      registered by the


                                       17

      Company under the 1933 Act in connection with the issuance and sale of the
      Firm Shares.

      In addition, such counsel shall state that no facts have come to its
attention that causes it to believe that the Registration Statement and the
prospectus included therein at the time the Registration Statement became
effective, as of the filing of the Company's Annual Report on Form 10-K for the
year ended December 31, 2004 and as of the date of this Agreement contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or that the Prospectus, as of the date of the Prospectus contained, and as of
the Initial Closing Time contains, any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, that such counsel shall not be required to
express any belief with respect to financial statements and schedules; and
provided, further, that such counsel may state that its belief is based upon its
participation in the preparation of the Registration Statement and Prospectus
and any amendments and supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification except as
specified.

            (2) The opinion of Honigman Miller Schwartz and Cohn LLP that (a)
the Company has been organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under the Code, effective
for each of its taxable years ended December 31, 2001 through December 31, 2004
and its past, current and proposed method of operation will enable the Company
to meet the requirements for qualification and taxation as a REIT for its
taxable year ending December 31, 2005 and thereafter and (b) the discussion set
forth in the Prospectus under the caption "Material U.S. Federal Income Tax
Consequences" is a fair and accurate summary of the material Federal income tax
consequences of the acquisition, ownership and disposition of the Company's
Series H Cumulative Redeemable Preferred Stock.

            (3) (i) The favorable opinion, dated as of the Initial Closing Time,
of Hogan & Hartson L.L.P., counsel for the Underwriters, with respect to the
matter set forth above in Section (5)(c)(1)(xv), and a statement (in such
counsel's customary form) to the effect of the statements set forth in the first
sentence of the paragraph immediately following Section 5(c)(1)(xviii); and (ii)
the favorable opinion, dated as of the Initial Closing Time, of Dickinson Wright
PLLC, special Michigan counsel for the Underwriters, with respect to the matters
set forth above in Section (5)(c)(1)(i), (ii), the first sentence of (vi), the
first sentence of (vii), and to the effect that statements under the caption
"Description of Our Series H Preferred Stock," insofar as they constitute a
summary of the terms of the Firm Shares and the Other Preferred Stock, are
accurate and complete in all material respects. In giving their opinions, Hogan
& Hartson L.L.P. and Dickinson Wright PLLC may rely, (A) as to all matters of
fact, upon certificates and written statements of officers and employees of and
accountants for each of the Company, TRG, and the Subsidiaries, (B) as to the
qualification and good standing of each of the Company and TRG to do business in
any state or jurisdiction, upon certificates of appropriate government officials
or opinions of counsel in such jurisdictions, which opinions shall be in form
and substance satisfactory to counsel for the Underwriters, and (C) with respect
to matters of Delaware law that may be relevant to the opinion to be delivered
by Dickinson Wright PLLC,


                                       18

upon the opinion of Honigman Miller Schwartz and Cohn LLP given pursuant to
Section 5(c)(1) above.

            (d) At the Closing Time (1) the Registration Statement and the
Prospectus shall include all statements which are required to be stated therein
in accordance with the 1933 Act and the 1933 Act Regulations and in all material
respects shall conform to the requirements of the 1933 Act and the 1933 Act
Regulations, and neither the Registration Statement nor the Prospectus shall
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading and no action, suit or proceeding at law or in equity shall be
pending or, to the knowledge of the Company or TRG, threatened against the
Company, TRG, or any Subsidiary which would be required to be set forth in the
Prospectus other than as set forth therein, (2) there shall not have been, since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, any Material Adverse Change from that set forth in
the Registration Statement, (3) no proceedings shall be pending or, to the
knowledge of the Company or TRG, threatened against the Company, TRG, or any
Subsidiary before or by any Federal, state, or other commission, board, or
administrative agency wherein an unfavorable decision, ruling, or finding might
result in any Material Adverse Change other than as set forth in the Prospectus,
(4) the representations and warranties set forth in Section 1(a) hereof shall be
accurate as though expressly made at and as of the Closing Time; (5) the Company
has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Time; and (6) no stop order
suspending the effectiveness of the Registration Statement or any part thereof
has been issued and no proceedings for that purpose have been instituted or, to
the knowledge of the Company or TRG, threatened by the Commission or by the
state securities authority of any jurisdiction. The Underwriters shall have
received, at the Closing Time, a certificate executed by the President or Chief
Executive Officer and the Chief Financial Officer of the Company dated as of the
Closing Time, evidencing compliance with the provisions of this subsection (d)
and additionally stating that the conditions precedent set forth in this Section
5 have been satisfied or waived.

            (e) At the time of execution of this Agreement, the Representative
shall have received from each of Deloitte & Touche LLP and KPMG LLP a letter
dated such date, in form and substance satisfactory to the Representative and
counsel to the Underwriters, containing statements and information of the type
ordinarily included in accountants' "comfort letters" as set forth in the
American Institute of Certified Public Accountants Statement of Auditing
Standards 72 to underwriters with respect to the financial statements and
certain financial information contained or incorporated by reference in the
Registration Statement and Prospectus.

            (f) At the Closing Time, the Representative shall have received from
each of Deloitte & Touche LLP and KPMG LLP a letter, dated as of the Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section, except that the specified
date referred to shall be a date not more than five days prior to the Closing
Time.

            (g) Prior to the Closing Time, counsel for the Underwriters shall
have been furnished with such documents and opinions as they may reasonably
require for the purpose of enabling them to pass upon the issuance and sale of
the Shares as herein contemplated and


                                       19

related proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein included; and all proceedings taken by the Company or TRG in connection
with the issuance and sale of the Shares shall be reasonably satisfactory in
form and substance to the Representative and counsel for the Underwriters.

            (h) In the event that the Underwriters exercise their option to
purchase the Option Shares, at the Option Closing Time, the Representative shall
have received:

                  (1) The favorable opinion, dated as of the Option Closing
Time, of Honigman Miller Schwartz and Cohn LLP, counsel for the Company and TRG,
in form and substance satisfactory to the Representative, with respect to the
matters set forth above in Section 5(c)(1) above, except that all references to
Firm Shares in Section 5(c)(1) will be deemed to be references to Option Shares
for purposes of the opinion delivered pursuant to this Section 5(d)(1).

                  (2) The opinion of Honigman Miller Schwartz and Cohn LLP that
(a) the Company has been organized and has operated in conformity with the
requirements for qualification and taxation as a REIT under the Code, effective
for each of its taxable years ended December 31, 2001 through December 31, 2004
and its past, current and proposed method of operation will enable the Company
to meet the requirements for qualification and taxation as a REIT for its
taxable year ending December 31, 2005 and thereafter and (b) the discussion set
forth in the Prospectus under the caption "Material U.S. Federal Income Tax
Consequences" is a fair and accurate summary of the material Federal income tax
consequences of the acquisition, ownership and disposition of the Company's
Series H Cumulative Redeemable Preferred Stock.

                  (3) (i) The favorable opinion, dated as of the Option Closing
Time, of Hogan & Hartson L.L.P., counsel for the Underwriters, with respect to
the matter set forth above in Section (5)(c)(1)(xv), and a statement (in such
counsel's customary form) to the effect of the statements set forth in the first
sentence of the paragraph immediately following Section 5(c)(1)(xviii); and (ii)
the favorable opinion, dated as of the Option Closing Time, of Dickinson Wright
PLLC, special Michigan counsel for the Underwriters, with respect to the matters
set forth above in Section (5)(c)(1)(i), (ii), the first sentence of (vi), the
first sentence of (vii), and to the effect that statements under the caption
"Description of Our Series H Preferred Stock," insofar as they constitute a
summary of the terms of the Shares and the Other Preferred Stock, are accurate
and complete in all material respects, except that all references to Firm Shares
in Section 5(c)(1) will be deemed to be references to Option Shares for purposes
of the opinions delivered pursuant to this Section 5(d)(2). In giving their
opinions, Hogan & Hartson L.L.P. and Dickinson Wright PLLC may rely, (A) as to
all matters of fact, upon certificates and written statements of officers and
employees of and accountants for each of the Company, TRG, and the Subsidiaries,
(B) as to the qualification and good standing of each of the Company and TRG to
do business in any state or jurisdiction, upon certificates of appropriate
government officials or opinions of counsel in such jurisdictions, which
opinions shall be in form and substance satisfactory to counsel for the
Underwriters, and (C) with respect to matters of Delaware law that may be
relevant to the opinion to be delivered by Dickinson Wright PLLC, upon the
opinion of Honigman Miller Schwartz and Cohn LLP given pursuant to Section
5(d)(1) above.


                                       20

                  (4) A certificate executed by the President or Chief Executive
Officer and the Chief Financial Officer of the Company dated as of the Option
Closing Time, evidencing compliance with the provisions of Section 5(d) hereof,
and additionally stating that the conditions precedent set forth in this Section
5 have been satisfied or waived.

                  (5) A letter dated as of the Option Closing Time from each of
Deloitte & Touche LLP and KPMG LLP, dated as of the Option Closing Time, to the
effect that they reaffirm the statements made in the letter furnished pursuant
to Section 5(e) hereof, except that the specified date referred to shall be a
date not more than five days prior to the Option Closing Time.

            If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Representative by notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party to
any other party except as provided in Section 4 hereof.

            SECTION 6. INDEMNIFICATION.

            (a) The Company and TRG agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the 1934
Act, from and against any and all losses, claims, damages, or liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in either the
Registration Statement or any amendment thereto, any preliminary prospectus
supplement or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto, including pursuant to
Section 3(e) hereof), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, or liabilities are caused by any such untrue statement or omission or
alleged omission based upon information relating to any Underwriter contained in
the Prospectus under the caption "Underwriters."

            (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the 1934
Act to the same extent as the foregoing indemnity from the Company to such
Underwriter, but only with reference to information relating to the Underwriter
and contained in the Prospectus under the caption "Underwriters."

            (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to paragraph (a) or (b) of this Section 6 such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and


                                       21

disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual and potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by Wachovia Capital Markets, LLC, in the case of
parties indemnified pursuant to paragraph (a) of this Section, and by the
Company, in the case of parties indemnified pursuant to paragraph (b) of this
Section. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

            SECTION 7. CONTRIBUTION.

            (a) If the indemnification provided for in Section 6 is unavailable
to an indemnified party or insufficient in respect of any losses, claims,
damages or liabilities referred to therein in connection with the offering of
the Shares, then each indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages, or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Shares 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 benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the matters that resulted in
such losses, claims, damages, or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand in connection with the offering
of the Shares shall be deemed to be in the same respective proportions as the
net proceeds from the offering of the Shares (before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriter, in each case as set forth in the table on the cover
of the Prospectus, bear to the aggregate Price to Public of the Shares. In the
case of an untrue or alleged untrue statement of a material fact or the omission
to state a material fact, the relative fault of the Company on the one hand and
of the Underwriters on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement or the omission or
alleged omission relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to


                                       22

information, and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
7 are several in proportion to the respective number of Shares they have
purchased hereunder, and not joint.

            (b) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in paragraph (a) of this
Section 7. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, and liabilities referred to in paragraph (a) shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The
remedies provided for in this Section 7 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any indemnified party
at law or in equity. The indemnity and contribution provisions contained in this
Section 7 and the representations and warranties of the Company contained in
this Agreement shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Company or its officers or directors or any person controlling the
Company, and (iii) acceptance of and payment for any of the Shares.

            SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements included in this
Agreement, or included in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or any controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Shares.

            SECTION 9. TERMINATION OF AGREEMENT.

            (a) The Representative may terminate this Agreement, by notice to
the Company, at any time prior to or at the Closing Time (i) if there has been,
since the respective dates as of which information is given in the Registration
Statement, any Material Adverse Change, or any development involving a
prospective Material Adverse Change, regardless of whether arising in the
ordinary course of business, or (ii) if there has occurred any outbreak of
hostilities or escalation of hostilities or any change in financial markets or
any calamity or crisis that, in the reasonable judgment of the Representative,
is material and adverse, (iii) if trading of any securities of the Company or
TRG shall have been suspended involuntarily on any exchange or in any
over-the-counter market, (iv) if trading generally on the New York Stock
Exchange, the American Stock Exchange, the Nasdaq Stock Market, the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange, or the Chicago Board
of Trade has been suspended, or


                                       23

minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said exchange or by order
of the Commission or any other governmental authority, (v) if a banking
moratorium has been declared by either Federal, New York, or Michigan
authorities, or (vi) a material disruption in commercial banking or securities
settlement or clearance services in the United States has occurred.

            (b) The Representative may also terminate this Agreement, by notice
to the Company, at any time prior to or at the Closing Time, in the event that
the occurrence of any of the events specified in paragraph (a) of this Section
9, either singly or together with any other such event, makes it, in the
reasonable judgment of the Representative, impracticable to market the Shares on
the terms and in the manner contemplated in the Prospectus.

            (c) If this Agreement is terminated pursuant to Section 9(a) or (b),
such termination shall be without liability of any party to any other party
except as provided in Section 4, and provided further that Sections 6, 7 and 13
hereof shall survive such termination.

            SECTION 10. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement
shall become effective upon the execution and delivery hereof by the parties
hereto.

            If, on the Closing Date any one or more of the Underwriters shall
fail or refuse to purchase Shares that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate number of the Shares to be purchased on such
date, the other Underwriters shall be obligated severally in the proportions
that the number of Shares set forth opposite their respective names in Schedule
I bears to the aggregate number of Shares set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the
Representative may specify, to purchase the Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Shares that any Underwriter
has agreed to purchase pursuant to this Agreement be increased pursuant to this
Section 10 by an amount in excess of one-ninth of such number of Shares without
the written consent of such Underwriter. If, on the Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Shares and the
aggregate number of Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Shares to be purchased, and
arrangements satisfactory to the Representative and the Company for the purchase
of such Shares are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter
or the Company. In any such case, either the Representative or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

            SECTION 11. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Wachovia Capital Markets, LLC, 301 South
College Street, 7th Floor, Charlotte, North Carolina 28288, Attention:


                                       24

Debt Capital Markets, (telecopy: (704) 383-9165); and notices to the Company
shall be directed to it at Taubman Centers, Inc., 200 East Long Lake Road,
Bloomfield Hills, Michigan 48304; Attention: Treasurer (telephone: (248)
258-7258; telecopy: (248) 258-7275).

            SECTION 12. PARTIES. This Agreement shall inure to the benefit of
and be binding upon the Underwriters, the Company and (to the limited extent set
forth above) TRG and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than those referred to in Sections 6 and 7 and their heirs
and legal representatives, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein or therein included.
This Agreement and all conditions and provisions hereof and thereof are intended
to be for the sole and exclusive benefit of the parties hereto and thereto and
their respective successors and said controlling persons and officers, trustees
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Shares from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.

            SECTION 13. GOVERNING LAW AND TIME; MISCELLANEOUS. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

            SECTION 14. COUNTERPARTS. This Agreement may be signed in two or
more counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.

            SECTION 15. HEADINGS. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.


                                       25

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement among you
and the Company and TRG in accordance with its terms.

                                Very truly yours,

                                TAUBMAN CENTERS, INC.


                                By:  /s/ Steven Eder
                                    --------------------------------------------
                                Name:  Steven Eder
                                Title: Treasurer

                                THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

                                By:  Taubman Centers, Inc., its Managing General
                                     Partner


                                     By: /s/ Steven Eder
                                        ----------------------------------------
                                     Name: Steven Eder
                                     Its: Authorized Signatory

Accepted as of the date hereof:

Wachovia Capital Markets, LLC


Acting on behalf of itself
and the several Underwriters named herein.

By: Wachovia Capital Markets, LLC

      By: /s/ Teresa Hee
         ---------------------------
      Name: Teresa Hee
      Title: Director


                                       26

                                   SCHEDULE A



                                                                    Number of
                                                                     Shares
Underwriter                                                      To Be Purchased
- -----------                                                      ---------------
                                                              
Wachovia Capital Markets, LLC..................................     2,336,000
RBC Dain Rauscher Inc. ........................................       640,000
McDonald Investments Inc. .....................................       224,000

         Total.................................................     3,200,000
                                                                    =========


                                   SCHEDULE I

                          List of Foreign Jurisdictions



                  Entity                                      Jurisdictions
                  ------                                      -------------
                                                  
Dolphin Mall Associates Limited Partnership          Florida

La Cienega Partners Limited Partnership              California

MacArthur Shopping Center, LLC                       Virginia

Oyster Bay Associates Limited Partnership            New York

Short Hills Associates, L.L.C.                       Michigan, New Jersey

Stony Point Associates, LLC                          Virginia

Stony Point Land, LLC                                Virginia

Tampa Westshore Associates Limited Partnership       Florida

Taub-Co Finance LLC                                  New York, Michigan

Taub-Co Kemp, Inc.                                   Texas

Taub-Co Management, Inc.                             Arizona, California, Colorado, Connecticut,
                                                     Delaware, Florida, Illinois, Massachusetts,
                                                     New Jersey, New York, Ohio, Pennsylvania,
                                                     South Carolina, Virginia

Taubman Asia Management Limited                      Hong Kong

Taubman Auburn Hills Associates                      Michigan
Limited Partnership

Taubman Centers, Inc.                                Arizona, California, Colorado, Connecticut,
                                                     Delaware, Florida, Massachusetts, Nevada,
                                                     New Jersey, New York, Ohio, Pennsylvania,
                                                     South Carolina, Virginia, New Jersey

Taubman Regency Square Associates, LLC               Virginia



                                      A-2



                  Entity                                      Jurisdictions
                  ------                                      -------------
                                                  
The Taubman Company, LLC                             Arizona, California, Colorado, Connecticut,
                                                     Florida, Illinois, Michigan, Nevada, New
                                                     Jersey, New York, North Carolina, Ohio,
                                                     South Carolina, Texas, Virginia

The Taubman Realty Group Limited Partnership         Arizona, California, Colorado, Connecticut,
                                                     Florida, Illinois, Massachusetts, Michigan,
                                                     Nevada, New Jersey, New York, Ohio,
                                                     Pennsylvania, Texas, Virginia

TJ Palm Beach Associates Limited Partnership         Florida, Michigan

TRG Charlotte Land, LLC                              North Carolina

Willow Bend Kemp Limited Partnership                 Texas

Willow Bend Realty Limited Partnership               Texas

Willow Bend Shopping Center Limited                  Michigan, Texas
Partnership



                                      A-3

                                   SCHEDULE II

                        List of Significant Subsidiaries

Dolphin Mall Associates Limited Partnership, a Delaware limited partnership
Fairlane Town Center, LLC, a Michigan limited liability company
La Cienega Partners Limited Partnership, a Delaware limited partnership
Lakeside/Novi Land Partnership, LLC, a Michigan limited liability company
MacArthur Shopping Center, LLC, a Delaware limited liability company
Northlake Land LLC, a Delaware limited liability company
Oyster Bay Associates Limited Partnership, a Delaware limited partnership
Short Hills Associates, L.L.C., a Delaware limited liability company
Stony Point Associates, LLC, a Delaware limited liability company
Stony Point Land, LLC, a Delaware limited liability company
Tampa Westshore Associates Limited Partnership, a Delaware limited partnership
Taub-Co Finance LLC, a Delaware limited liability company
Taub-Co Finance II, Inc., a Michigan corporation
Taub-Co Kemp, Inc., a Michigan corporation
Taub-Co Land Holdings, Inc., a Michigan corporation
Taub-Co Management, Inc., a Michigan corporation
Taub-Co Management IV, Inc., a Michigan corporation
Taubman Asia Management Limited, a Cayman Island company
Taubman Auburn Hills Associates Limited Partnership, a Delaware limited
  partnership
Taubman Regency Square Associates, LLC, a Delaware limited liability company
The Taubman Company, LLC, a Delaware limited liability company
The Taubman Realty Group Limited Partnership, a Delaware limited partnership
TJ Palm Beach Associates Limited Partnership, a Delaware limited partnership
TRG Charlotte Land, LLC, a Delaware limited liability company
TRG Charlotte, LLC, a Delaware limited liability company
Twelve Oaks Mall, LLC, a Michigan limited liability company
Willow Bend Kemp Limited Partnership, a Delaware limited partnership
Willow Bend Realty Limited Partnership, a Delaware limited partnership
Willow Bend Shopping Center Limited Partnership, a Delaware limited partnership


                                      A-4

                                  SCHEDULE III

1.    The initial offering price of the Shares shall be $25.00 per share.

2.    The purchase price to be paid by the several Underwriters for the Shares
      shall be $24.2125 per share, being an amount equal to the initial public
      offering price set forth above less $0.7875 per share.

3.    The dividend rate on the Shares shall be 7.625% per annum.

4.    The maximum selling commission is $0.50 per share and the maximum
      reallowance discount is $0.45 per share.


                                      A-5

EX-3.1

                                                                     Exhibit 3.1

                                                AS AMENDED THROUGH JUNE 10, 2005

                       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.

            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.

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            (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.

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                  (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").

                  (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

                                        4


            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.

                        (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

                                       5


            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

                                       6


            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.

                        (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

                                       7


            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

                                       8


            (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.

                        (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.

                                        9


                        (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.

                  (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,

                                       10


            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

                                       11


            entitle the holder only to receive the cash redemption price, as
            provided below.

                        (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

                                       12


            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.

                        (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

                                       13


            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

                                       14


            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.

                  (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

                                       15


            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
            Amended 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

                                       16


            (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).

            (iii) Intentionally omitted.

            (iv) Intentionally omitted.

            (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.

                                       17


                  (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
            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 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 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 F Preferred Stock shall
            be declared by the Board of Directors or paid or set apart for
            payment by

                                       18


            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 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

                                       19


            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 and the Series B 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 and the
            Series B 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 (v) 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.

                  (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

                                       20


            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

                                       21


            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.

                        (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

                                       22


            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

                                       23


            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.

            (vi) SERIES G 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 G Preferred Stock
      (defined below) of the Corporation.

                  (a) There is hereby established a series of Preferred Stock
            designated "8% Series G Cumulative Redeemable Preferred Stock" (the
            "Series G Preferred Stock"), which shall consist of 4,000,000
            authorized shares.

                  (b) All shares of Series G 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 G Preferred Stock shall, with respect to
            dividend rights and rights upon liquidation, winding up or
            dissolution, 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 G Preferred Stock as to the
            payment of dividends and distribution of assets upon liquidation,
            winding up or dissolution (the "Senior Preferred Stock"), (ii) pari
            passu with the Series A Preferred Stock, the Series F 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 G Preferred Stock as to the payment of dividends and
            distribution of assets upon liquidation, winding up or dissolution
            (the "Parity Preferred Stock"), and (iii) prior to the Common Stock,
            the Series B Preferred Stock and any other class or series of
            Capital Stock, the terms of which specifically provide that such
            class or series of Capital Stock shall rank junior to the Series G
            Preferred

                                       24


            Stock as to the payment of dividends and distribution of assets upon
            liquidation, winding up or dissolution, 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 G 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% of the $25.00 per share liquidation preference (i.e.,
            $2.00 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 about the last day of each
            March, June, September, and December or, if such day is not a
            business day, the next succeeding business day 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, which shall be paid on December 31,
            2004, will be for less than a full quarter. All dividends on the
            Series G 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 G 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 G 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 G
            Preferred Stock will accumulate as of the Dividend Payment Date on
            which they first become payable. Except as provided in this
            Subparagraph (3), unless full

                                       25


            cumulative dividends on the Series G 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
            by the Board of Directors 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 F Preferred Stock or any other class or series of Capital
            Stock ranking junior to or on a parity with the Series G Preferred
            Stock as to dividend rights and rights upon liquidation, winding up
            or dissolution; and (ii) no shares of Common Stock, the Series A
            Preferred Stock, the Series B Preferred Stock, the Series F
            Preferred Stock or any other class or series of Capital Stock
            ranking junior to or on a parity with the Series G Preferred Stock
            as to dividend rights and rights upon liquidation, winding up or
            dissolution 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). When dividends are not paid in full (or a sum sufficient for
            such full payment is not so set apart) upon the Series G Preferred
            Stock and the shares of any other series of Preferred Stock ranking
            on a parity as to dividends with the Series G Preferred Stock, all
            dividends declared upon the Series G Preferred Stock and any other
            series of Preferred Stock ranking on a parity as to dividends with
            the Series G Preferred Stock shall be declared pro rata, so that the
            amount of dividends declared per share of Series G 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 G 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 G Preferred
            Stock that may be in arrears. Holders of shares of the Series G
            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 G Preferred Stock as provided above. Any
            dividend payment made on shares of the Series G Preferred Stock
            shall first be credited against the earliest accumulated but unpaid
            dividend due with respect to such shares that remains payable.

                        (4) 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 G Preferred Stock shall be the

                                       26


            amount that the total dividends paid or made available to the
            holders of the Series G Preferred Stock for the year bears to the
            Total Dividends.

                  (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 G 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 G Preferred Stock shall
            have no right or claims to any of the remaining assets of the
            Corporation. In the event that, upon such voluntary or involuntary
            liquidation, dissolution or winding-up of the affairs of the
            Corporation, the available assets of the Corporation are
            insufficient to pay the amount of the liquidating distributions on
            all outstanding shares of Series G Preferred Stock and the
            corresponding amounts payable on all shares of Parity Preferred
            Stock, then the holders of the Series G Preferred Stock and Parity
            Preferred Stock shall share ratably in any such distribution of
            assets in proportion to the full liquidating distributions to which
            they would otherwise be respectively entitled. 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 (vi). Written notice of any such liquidation, dissolution or
            winding up of the Corporation, stating the payment date or dates
            when, and the place or places where, the amounts distributable in
            such circumstances shall be payable, shall be given by first class
            mail, postage pre-paid, not less than 30 nor more than 60 days prior
            to the payment date stated therein, to each record holder of shares
            of Series G Preferred Stock at the respective addresses of such
            holders as the same shall appear on the stock transfer records of
            the Corporation.

                  (f) (1) The Series G Preferred Stock is not redeemable prior
            to November 23, 2009. On and after November 23, 2009, the
            Corporation, at its option upon not less than 30 nor more than 60
            days' written notice, may redeem shares of the Series G 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).

                                       27


                        (2) Holders of Series G 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 for the benefit of the holders of the Series G Preferred
            Stock called for redemption, then from and after the redemption
            date: (i) dividends shall cease to accrue on such shares of Series G
            Preferred Stock; (ii) such shares of Series G 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 G
            Preferred Stock is to be redeemed, the Series G 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 G 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 for all past dividend periods and the
            then current dividend period, no shares of Series G Preferred Stock
            shall be redeemed unless all outstanding shares of Series G
            Preferred Stock are simultaneously redeemed, and the Corporation
            shall not purchase or otherwise acquire directly or indirectly any
            shares of Series G Preferred Stock or any class or series of Capital
            Stock ranking junior to or on a parity with the Series G Preferred
            Stock as to payment of dividends and distribution of assets upon
            liquidation, dissolution or winding-up of the Corporation (except by
            exchange for Junior Stock); however, the foregoing shall not prevent
            the purchase or acquisition of shares of Series G Preferred Stock
            pursuant to a purchase or exchange offer made on the same terms to
            holders of all outstanding shares of Series G 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 G 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 G 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 and accrued and unpaid
            dividends payable on the redemption date; (iii) the number of shares
            of Series G Preferred Stock to be redeemed; (iv) the place or places
            where the Series G Preferred Stock is to be surrendered for payment
            of the

                                       28


            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 G 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 G Preferred Stock to be redeemed from
            such holder.

                        (5) The holders of Series G 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 G 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 G Preferred
            Stock.

                        (6) The Series G Preferred Stock has no stated maturity
            and shall not be subject to any sinking fund or mandatory
            redemption. The Series G 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 (vi) of this Subsection (c) of this
            Section 2 of this Article III, the holders of Series G Preferred
            Stock shall not be entitled to vote. On all matters with respect to
            which the Series G Preferred Stock is entitled to vote, each share
            of Series G Preferred Stock shall be entitled to one vote.

                        (2) Whenever dividends on the Series G Preferred Stock
            are in arrears (which shall, with respect to any quarterly dividend,
            mean that any such dividend 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 G 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 G 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 G 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

                                       29


            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 G Preferred Stock shall have been paid in full
            or set aside for payment in full, the holders of the Series G
            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 G Preferred Stock and the Voting Parity Preferred shall
            terminate.

                        (3) As long as any shares of Series G 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 G 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
            G 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 into, or create,
            authorize, or issue any obligation or security convertible into,
            exchangeable for or evidencing the right to purchase, any such
            shares; or (ii) amend, alter, or repeal the provisions of these
            Restated Articles of Incorporation, as amended, 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 G Preferred Stock or the holders thereof; however, as
            long as the Series G 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 G 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 G
            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 G 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 G
            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

                                       30

      outstanding shares of the Series G 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 G Preferred Stock to effect
      such redemption.

      (VII) SERIES H 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 H PREFERRED STOCK (DEFINED BELOW) OF THE CORPORATION.

            (a) THERE IS HEREBY ESTABLISHED A SERIES OF PREFERRED STOCK
      DESIGNATED "7.625% SERIES H CUMULATIVE REDEEMABLE PREFERRED STOCK" (THE
      "SERIES H PREFERRED STOCK"), WHICH SHALL CONSIST OF 3,480,000 AUTHORIZED
      SHARES.

            (b) ALL SHARES OF SERIES H 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 H PREFERRED STOCK SHALL, WITH RESPECT TO DIVIDEND
      RIGHTS AND RIGHTS UPON LIQUIDATION, WINDING UP OR DISSOLUTION, 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 H
      PREFERRED STOCK AS TO THE PAYMENT OF DIVIDENDS AND DISTRIBUTION OF ASSETS
      UPON LIQUIDATION, WINDING UP OR DISSOLUTION (THE "SENIOR PREFERRED
      STOCK"), (ii) PARI PASSU WITH THE SERIES A PREFERRED STOCK, THE SERIES F
      PREFERRED STOCK, THE SERIES G 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 H PREFERRED STOCK AS TO THE PAYMENT
      OF DIVIDENDS AND DISTRIBUTION OF ASSETS UPON LIQUIDATION, WINDING UP OR
      DISSOLUTION (THE "PARITY PREFERRED STOCK"), AND (iii) PRIOR TO THE COMMON
      STOCK, THE SERIES B PREFERRED STOCK AND ANY OTHER CLASS OR SERIES OF
      CAPITAL STOCK, THE TERMS OF WHICH SPECIFICALLY PROVIDE THAT SUCH CLASS OR
      SERIES OF CAPITAL STOCK SHALL RANK JUNIOR TO THE SERIES H PREFERRED STOCK
      AS TO THE PAYMENT OF DIVIDENDS AND DISTRIBUTION OF ASSETS UPON
      LIQUIDATION, WINDING UP OR DISSOLUTION, WHETHER NOW EXISTING OR HEREAFTER
      CREATED (COLLECTIVELY, THE "JUNIOR STOCK").

                                       31



            (d) (1) SUBJECT TO THE RIGHTS OF ANY SENIOR PREFERRED STOCK, THE
      HOLDERS OF THE THEN OUTSTANDING SHARES OF SERIES H 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 7.625% OF THE $25.00 PER
      SHARE LIQUIDATION PREFERENCE (I.E., $1.90625 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 ABOUT THE
      LAST DAY OF EACH MARCH, JUNE, SEPTEMBER, AND DECEMBER OR, IF SUCH DAY IS
      NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY 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,
      WHICH SHALL BE PAID ON SEPTEMBER 30, 2005, WILL BE FOR LESS THAN A FULL
      QUARTER. ALL DIVIDENDS ON THE SERIES H 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 H 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 H 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 H PREFERRED STOCK WILL
      ACCUMULATE AS OF THE DIVIDEND PAYMENT DATE ON WHICH THEY FIRST BECOME
      PAYABLE. EXCEPT AS PROVIDED IN THIS SUBPARAGRAPH (3), UNLESS FULL
      CUMULATIVE DIVIDENDS ON THE SERIES H

                                       32



      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 BY THE BOARD OF DIRECTORS 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 F
      PREFERRED STOCK, THE SERIES G PREFERRED STOCK OR ANY OTHER CLASS OR SERIES
      OF CAPITAL STOCK RANKING JUNIOR TO OR ON A PARITY WITH THE SERIES H
      PREFERRED STOCK AS TO DIVIDEND RIGHTS AND RIGHTS UPON LIQUIDATION, WINDING
      UP OR DISSOLUTION; AND (ii) NO SHARES OF COMMON STOCK, THE SERIES A
      PREFERRED STOCK, THE SERIES B PREFERRED STOCK, THE SERIES F PREFERRED
      STOCK, THE SERIES G PREFERRED STOCK OR ANY OTHER CLASS OR SERIES OF
      CAPITAL STOCK RANKING JUNIOR TO OR ON A PARITY WITH THE SERIES H PREFERRED
      STOCK AS TO DIVIDEND RIGHTS AND RIGHTS UPON LIQUIDATION, WINDING UP OR
      DISSOLUTION 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). WHEN DIVIDENDS
      ARE NOT PAID IN FULL (OR A SUM SUFFICIENT FOR SUCH FULL PAYMENT IS NOT SO
      SET APART) UPON THE SERIES H PREFERRED STOCK AND THE SHARES OF ANY OTHER
      SERIES OF PREFERRED STOCK RANKING ON A PARITY AS TO DIVIDENDS WITH THE
      SERIES H PREFERRED STOCK, ALL DIVIDENDS DECLARED UPON THE SERIES H
      PREFERRED STOCK AND ANY OTHER SERIES OF PREFERRED STOCK RANKING ON A
      PARITY AS TO DIVIDENDS WITH THE SERIES H PREFERRED STOCK SHALL BE DECLARED
      PRO RATA, SO THAT THE AMOUNT OF DIVIDENDS DECLARED PER SHARE OF SERIES H
      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 H 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 H PREFERRED STOCK THAT MAY BE IN
      ARREARS. HOLDERS OF SHARES OF THE SERIES H 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 H PREFERRED STOCK AS
      PROVIDED ABOVE. ANY DIVIDEND PAYMENT MADE ON SHARES OF THE SERIES H
      PREFERRED STOCK SHALL FIRST BE CREDITED AGAINST THE EARLIEST ACCUMULATED
      BUT UNPAID DIVIDEND DUE WITH RESPECT TO SUCH SHARES THAT REMAINS PAYABLE.

                  (4) 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

                                       33



      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 H PREFERRED STOCK
      SHALL BE THE AMOUNT THAT THE TOTAL DIVIDENDS PAID OR MADE AVAILABLE TO THE
      HOLDERS OF THE SERIES H PREFERRED STOCK FOR THE YEAR BEARS TO THE TOTAL
      DIVIDENDS.

            (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 H 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 H PREFERRED STOCK SHALL
      HAVE NO RIGHT OR CLAIMS TO ANY OF THE REMAINING ASSETS OF THE CORPORATION.
      IN THE EVENT THAT, UPON SUCH VOLUNTARY OR INVOLUNTARY LIQUIDATION,
      DISSOLUTION OR WINDING-UP OF THE AFFAIRS OF THE CORPORATION, THE AVAILABLE
      ASSETS OF THE CORPORATION ARE INSUFFICIENT TO PAY THE AMOUNT OF THE
      LIQUIDATING DISTRIBUTIONS ON ALL OUTSTANDING SHARES OF SERIES H PREFERRED
      STOCK AND THE CORRESPONDING AMOUNTS PAYABLE ON ALL SHARES OF PARITY
      PREFERRED STOCK, THEN THE HOLDERS OF THE SERIES H PREFERRED STOCK AND
      PARITY PREFERRED STOCK SHALL SHARE RATABLY IN ANY SUCH DISTRIBUTION OF
      ASSETS IN PROPORTION TO THE FULL LIQUIDATING DISTRIBUTIONS TO WHICH THEY
      WOULD OTHERWISE BE RESPECTIVELY ENTITLED. 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 (VII). WRITTEN NOTICE OF ANY SUCH LIQUIDATION,
      DISSOLUTION OR WINDING UP OF THE CORPORATION, STATING THE PAYMENT DATE OR
      DATES WHEN, AND THE PLACE OR PLACES WHERE, THE AMOUNTS DISTRIBUTABLE IN
      SUCH CIRCUMSTANCES SHALL BE PAYABLE, SHALL BE GIVEN BY FIRST CLASS MAIL,
      POSTAGE PRE-PAID, NOT LESS THAN 30 NOR MORE THAN 60 DAYS PRIOR TO THE
      PAYMENT DATE STATED THEREIN, TO EACH RECORD HOLDER OF SHARES OF SERIES H
      PREFERRED STOCK AT THE RESPECTIVE ADDRESSES OF SUCH HOLDERS AS THE SAME
      SHALL APPEAR ON THE STOCK TRANSFER RECORDS OF THE CORPORATION.

            (f) (1) THE SERIES H PREFERRED STOCK IS NOT REDEEMABLE PRIOR TO JULY
      1, 2010. ON AND AFTER JULY 1, 2010, THE CORPORATION, AT

                                       34



      ITS OPTION UPON NOT LESS THAN 30 NOR MORE THAN 60 DAYS' WRITTEN NOTICE,
      MAY REDEEM SHARES OF THE SERIES H 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) HOLDERS OF SERIES H 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 FOR THE BENEFIT OF THE HOLDERS OF
      THE SERIES H PREFERRED STOCK CALLED FOR REDEMPTION, THEN FROM AND AFTER
      THE REDEMPTION DATE: (i) DIVIDENDS SHALL CEASE TO ACCRUE ON SUCH SHARES OF
      SERIES H PREFERRED STOCK; (ii) SUCH SHARES OF SERIES H 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 H PREFERRED STOCK IS TO
      BE REDEEMED, THE SERIES H 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 H
      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 FOR ALL PAST DIVIDEND PERIODS AND THE THEN CURRENT DIVIDEND
      PERIOD, NO SHARES OF SERIES H PREFERRED STOCK SHALL BE REDEEMED UNLESS ALL
      OUTSTANDING SHARES OF SERIES H PREFERRED STOCK ARE SIMULTANEOUSLY
      REDEEMED, AND THE CORPORATION SHALL NOT PURCHASE OR OTHERWISE ACQUIRE
      DIRECTLY OR INDIRECTLY ANY SHARES OF SERIES H PREFERRED STOCK OR ANY CLASS
      OR SERIES OF CAPITAL STOCK RANKING JUNIOR TO OR ON A PARITY WITH THE
      SERIES H PREFERRED STOCK AS TO PAYMENT OF DIVIDENDS AND DISTRIBUTION OF
      ASSETS UPON LIQUIDATION, DISSOLUTION OR WINDING-UP OF THE CORPORATION
      (EXCEPT BY EXCHANGE FOR JUNIOR STOCK); HOWEVER, THE FOREGOING SHALL NOT
      PREVENT THE PURCHASE OR ACQUISITION OF SHARES OF SERIES H PREFERRED STOCK
      PURSUANT TO A PURCHASE OR EXCHANGE OFFER MADE ON THE SAME TERMS TO HOLDERS
      OF ALL OUTSTANDING SHARES OF SERIES H 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 H PREFERRED STOCK TO BE REDEEMED AT THEIR RESPECTIVE ADDRESSES AS
      THEY APPEAR ON THE STOCK TRANSFER RECORDS OF

                                       35



      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
      H 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 AND ACCRUED AND UNPAID DIVIDENDS PAYABLE ON THE
      REDEMPTION DATE; (III) THE NUMBER OF SHARES OF SERIES H PREFERRED STOCK TO
      BE REDEEMED; (IV) THE PLACE OR PLACES WHERE THE SERIES H 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 H 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 H PREFERRED STOCK TO BE
      REDEEMED FROM SUCH HOLDER.

                  (5) THE HOLDERS OF SERIES H 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 H 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 H PREFERRED STOCK.

                  (6) THE SERIES H PREFERRED STOCK HAS NO STATED MATURITY AND
      SHALL NOT BE SUBJECT TO ANY SINKING FUND OR MANDATORY REDEMPTION. THE
      SERIES H 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 (VII) OF THIS SUBSECTION (c) OF THIS SECTION 2 OF
      THIS ARTICLE III, THE HOLDERS OF SERIES H PREFERRED STOCK SHALL NOT BE
      ENTITLED TO VOTE. ON ALL MATTERS WITH RESPECT TO WHICH THE SERIES H
      PREFERRED STOCK IS ENTITLED TO VOTE, EACH SHARE OF SERIES H PREFERRED
      STOCK SHALL BE ENTITLED TO ONE VOTE.

                  (2) WHENEVER DIVIDENDS ON THE SERIES H PREFERRED STOCK ARE IN
      ARREARS (WHICH SHALL, WITH RESPECT TO ANY QUARTERLY DIVIDEND, MEAN THAT
      ANY SUCH DIVIDEND 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 H PREFERRED STOCK (VOTING
      SEPARATELY AS A CLASS WITH ALL OTHER

                                       36



      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 H 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 H 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 H
      PREFERRED STOCK SHALL HAVE BEEN PAID IN FULL OR SET ASIDE FOR PAYMENT IN
      FULL, THE HOLDERS OF THE SERIES H 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 H
      PREFERRED STOCK AND THE VOTING PARITY PREFERRED SHALL TERMINATE.

                  (3) AS LONG AS ANY SHARES OF SERIES H 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 H 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 H 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 INTO, OR CREATE,
      AUTHORIZE, OR ISSUE ANY OBLIGATION OR SECURITY CONVERTIBLE INTO,
      EXCHANGEABLE FOR OR EVIDENCING THE RIGHT TO PURCHASE, ANY SUCH SHARES; OR
      (ii) AMEND, ALTER, OR REPEAL THE PROVISIONS OF THESE RESTATED ARTICLES OF
      INCORPORATION, AS AMENDED, 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 H PREFERRED STOCK OR
      THE HOLDERS THEREOF; HOWEVER, AS LONG AS THE SERIES H 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 H PREFERRED STOCK,

                                       37



      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 H 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 H 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 H 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 H 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 H PREFERRED STOCK TO EFFECT SUCH
      REDEMPTION.

(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

                                       38



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

                                       39



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.

            "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)

                                       40



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.

            "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

                                       41



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

                                       42


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).

            "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

                                       43


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"

                                       44


            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 Capital 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.

                        (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

                                       45


            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.

                                       46


            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.

                  (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.

                                       47


                  (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.

            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

                                       48


            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.

                                       49


                        (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.

                  (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

                                       50


                  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.

                                    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

                                       51


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

                                       52


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%.

      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,

                                       53


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.

      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,

                                       54


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.

                                       55

EX-5.1

HONIGMAN
                                                                  (313) 465-7000
HONIGMAN MILLER SCHWARTZ AND COHN LLP                        FAX: (313) 465-8000
ATTORNEYS AND COUNSELORS                                        WWW.HONIGMAN.COM

                                                                     Exhibit 5.1

                                  June 8, 2005

      Taubman Centers, Inc.
      200 East Long Lake Road, Suite 300
      Bloomfield Hills, Michigan 48303

      Ladies and Gentlemen:

            We have acted as counsel to Taubman Centers, Inc., a Michigan
      corporation (the "Company"), in connection with the public offering (the
      "Offering") of up to 3,680,000 shares of the Company's 7.625% Series H
      Cumulative Redeemable Preferred Stock (the "Shares"), pursuant to a
      Registration Statement on Form S-3 (No. 333-35433) (the "Registration
      Statement").

            Based upon our examination of such documents and other matters as we
      deem relevant, it is our opinion that the Shares to be offered by the
      Company pursuant to the Registration Statement have been duly authorized
      and, when issued and sold by the Company as described in the Registration
      Statement, in the amount approved by the Company, against payment
      therefor, will be validly issued, fully paid and nonassessable

            We hereby consent to the filing of this opinion as an exhibit to the
      Registration Statement. We also consent to the identification of our firm
      as counsel to the Company in the section of the Registration Statement
      entitled "Legal Matters." In giving such consent, we do not admit hereby
      that we come within the category of persons whose consent is required
      under Section 7 of the Securities Act or the Rules and Regulations of the
      Securities and Exchange Commission thereunder.

                                      Very truly yours,

                                      /s/ Honigman Miller Schwartz and Cohn LLP

                                      HONIGMAN MILLER SCHWARTZ AND COHN LLP

      DJK/LZM/DZF

         2290 FIRST NATIONAL BUILDING - 660 WOODWARD AVENUE - DETROIT,
                             MICHIGAN 48226 - 3506
                       DETROIT - LANSING - OAKLAND COUNTY

EX-8.1

HONIGMAN                                                          (313) 465-7000
                                                             FAX: (313) 465-8000
HONIGMAN MILLER SCHWARTZ AND COHN LLP                               HONIGMAN.COM
ATTORNEYS AND COUNSELORS

                                                                     Exhibit 8.1

                                  June 8, 2005

  Taubman Centers, Inc.
  200 East Long Lake Road
  Bloomfield Hills, Michigan 48303

      Re: Certain Federal Income Tax Matters

  Ladies and Gentlemen:

      We have acted as counsel to Taubman Centers, Inc., a Michigan corporation
  that has made an election to be treated as a real estate investment trust
  ("REIT") for federal income tax purposes (the "Company"), in connection with
  the public offering of up to 3,680,000 shares of the Company's 7.625% Series H
  Cumulative Redeemable Preferred Stock (the "Offering"), pursuant to the
  Registration Statement on Form S-3 (File No. 333-35433), filed by the Company
  with the Securities and Exchange Commission on September 11, 1997, under the
  Securities Act of 1933, as amended (the "Shelf Registration"), and as more
  fully described in the Company's prospectus supplement dated June 8, 2005 (the
  "Prospectus Supplement"), to the prospectus dated September 19, 1997 (together
  with all exhibits, amendments and supplements thereto (including the
  Prospectus Supplement), the "Prospectus"). This opinion, regarding certain
  federal income tax matters, is being rendered to the Company pursuant to the
  Company's request.

      We have also acted as counsel to the Company in connection with the
  preparation of the section captioned "Material U.S. Federal Income Tax
  Consequences" of the Prospectus.

      In rendering the opinions stated below, we have examined and, with your
  consent, relied upon the following documents:

        (i)   Amended and Restated Articles of Incorporation of the Company,
              dated January 19, 2004, as amended to the date hereof;

        (ii)  Second Amendment and Restatement of Agreement of Limited
              Partnership of The Taubman Realty Group Limited Partnership (the
              "Partnership"), dated September 30, 1998, as amended to the date
              hereof (the "Partnership Agreement");

        (iii) The Operating Agreement of The Taubman Company LLC (the
              "Manager"), dated October 30, 2001 (the "Operating Agreement");

         2290 FIRST NATIONAL BUILDING - 660 WOODWARD AVENUE - DETROIT,
                              MICHIGAN 48226-3506
                       DETROIT - LANSING - OAKLAND COUNTY



HONIGMAN

  June 8, 2005
  Page 2

      (iv)  Amended and Restated Certificate of Incorporation of T-I REIT, Inc.
            ("T-I REIT"), dated November 17, 1999, as amended to the date
            hereof;

      (v)   The Shelf Registration and the Prospectus;

      (vi)  A letter of even date and signed by Lisa A. Payne as Chief Financial
            Officer of the Company, on behalf of the Company, a copy of which is
            attached hereto ("Certificate of Representations"); and

      (vii) Such other records, certificates and documents as we have deemed
            necessary or appropriate for purposes of rendering the opinion set
            forth herein.

      In our examination of the foregoing documents, we have assumed, with your
  consent, that (i) the documents are original documents, or true and accurate
  copies of original documents, and have not been subsequently amended, (ii) the
  signatures on each original document are genuine, (iii) where any such
  document required execution by a person, the person who executed the document
  had proper authority and capacity, (iv) all representations and statements set
  forth in such documents are and will be true and correct, (v) where any such
  document imposes obligations on a person, such obligations have been or will
  be performed or satisfied in accordance with their terms, and (vi) the
  Company, the Partnership, the Manager, and T-I REIT at all times have been and
  will be organized and operated in accordance with the terms of such documents,
  as applicable. We have not independently investigated or made separate inquiry
  into any of the representations, facts or assumptions set forth in such
  documents or any other documents. Without limiting the foregoing, we have
  assumed that all statements and descriptions of the Company's past and
  intended future activities in the Certificate of Representations are true and
  accurate, and that all representations that speak in the future, or to the
  intention or expectation, or to the best of the belief and knowledge of any
  person(s) are and will be true, correct, and complete as if made without such
  qualification. No facts have come to our attention, however, that would cause
  us to question the accuracy or completeness of such facts, assumptions, or
  documents.

      For purposes of rendering the opinions stated below, we have assumed that
  the Offering contemplated by the foregoing documents has been or will be
  consummated in accordance with the operative documents, and that such
  documents accurately reflect the material facts of the Offering. In addition,
  our opinions are based on the assumptions that (i) the Company has been and
  will continue to be operated in accordance with the laws of the State of
  Michigan, (ii) the Company has been and will continue to be operated in the
  manner described in the relevant organizational documents, (iii) the
  Partnership has been and will continue to be operated in accordance with the
  laws of the State of Delaware, (iv) the Partnership has been and will continue
  to be operated in the manner described in the Partnership Agreement, (v) the
  Manager has been and will continue to be operated in accordance with the laws
  of the State of Delaware,

         2290 FIRST NATIONAL BUILDING - 660 WOODWARD AVENUE - DETROIT,
                             MICHIGAN 48226 - 3506
                       DETROIT - LANSING - OAKLAND COUNTY



HONIGMAN

  June 8, 2005
  Page 3

  (vi) the Manager has been and will continue to be operated in the manner
  described in the Operating Agreement, (vii) T-I REIT has been and will
  continue to be operated in accordance with the laws of the State of Delaware,
  and (viii) T-I REIT has been and will continue to be operated in the manner
  described in the relevant organizational documents.

      In rendering the opinions stated below, we have also considered and relied
  upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
  regulations promulgated thereunder (the "Regulations"), administrative rulings
  and the other interpretations of the Code and Regulations by the courts and
  the Internal Revenue Service (the "Service"), all as they exist as of the date
  hereof. It should be noted, however, that the Code, Regulations, judicial
  decisions, and administrative interpretations are subject to change at any
  time and, in some circumstances, with retroactive effect. Therefore, although
  our opinions represent our judgment as to the probable outcome of these
  matters if challenged, we can give no assurance that legislative enactments,
  administrative changes or court decisions may not be forthcoming that would
  modify or supersede the opinions stated herein. In addition, there can be no
  assurance that positions contrary to our opinions will not be taken by the
  Service, or that a court considering the issues will not hold contrary to such
  opinions. Moreover, the opinions set forth below represent our conclusions
  based upon the documents, facts, assumptions, and representations referred to
  above. Any material amendments to such documents or changes in any significant
  facts after the date hereof, or inaccuracy of such assumptions or
  representations, could affect the opinions expressed herein.

      We express no opinion as to the laws of any jurisdiction other than the
  federal laws of the United States of America to the extent specifically
  referred to herein.

      Based upon and subject to the foregoing, we are of the opinion that:

      1.    The discussion set forth in the Prospectus under the caption
            "Material U.S. Federal Income Tax Consequences" is a fair and
            accurate summary of the material federal income tax consequences of
            the acquisition, ownership and disposition of the Company's Series H
            Cumulative Redeemable Preferred Shares.

      2.    The Company has been organized and has operated in conformity with
            the requirements for qualification and taxation as a REIT under the
            Code, effective for each of its taxable years ended December 31,
            2001 through December 31, 2004, and its past, current and proposed
            method of operation will enable the Company to meet the requirements
            for qualification and taxation as a REIT for its taxable year ending
            December 31, 2005 and thereafter.

      As noted in the section of the Prospectus captioned "Material U.S. Federal
  Income Tax Consequences," the Company's qualification and taxation as a REIT
  depend upon its ability to

         2290 FIRST NATIONAL BUILDING - 660 WOODWARD AVENUE - DETROIT,
                             MICHIGAN 48226 - 3506
                       DETROIT - LANSING - OAKLAND COUNTY



HONIGMAN

  June 8, 2005
  Page 4

  meet, through actual annual operating results, certain requirements including
  requirements relating to distribution levels, diversity of stock ownership,
  composition of assets and sources of income, and the various qualification
  tests imposed under the Code, the results of which have not been and will not
  be reviewed by us. Accordingly, no assurance can be given that the actual
  results of the Company's operation for any one taxable year will satisfy the
  requirements for taxation as a REIT under the Code.

      Other than as expressly stated above, we express no opinion as to any
  other federal income tax issue or matter relating to the Company. We consent
  to the filing of this opinion as an exhibit to the Company's current report on
  the Form 8-K dated of even date herewith and to the use of the name of the
  firm in the Prospectus Supplement. In giving this consent, we do not thereby
  admit that we are an "expert" within the meaning of the Securities Act of
  1933, as amended. This opinion is expressed as of the date hereof, and we
  disclaim any undertaking to advise you of any subsequent changes of matters
  stated, represented, covenanted, or assumed herein or any subsequent changes
  in applicable law. This opinion is issued to you in connection with the
  Offering and may not be used or relied upon for any other purpose without our
  express written consent.

                                    Very truly yours,

                                    /s/ Honigman Miller Schwartz and Cohn LLP

                                    HONIGMAN MILLER SCHWARTZ AND COHN LLP

  DSL:RSS:AZD

         2290 FIRST NATIONAL BUILDING - 660 WOODWARD AVENUE - DETROIT,
                             MICHIGAN 48226 - 3506
                       DETROIT - LANSING - OAKLAND COUNTY

EX-10.1

                                                                    EXHIBIT 10.1

                 NOTICE OF PARTIAL PREFERRED STOCK REDEMPTION BY

                              TAUBMAN CENTERS, INC.
                     OF 3,480,000 OUTSTANDING SHARES OF ITS
              8.30% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK,
                            PAR VALUE $0.01 PER SHARE
                                 CUSIP 876664202

                                                                   June 10, 2005

To: Holders of 8.30% Series A Cumulative Redeemable Preferred Stock, par value
$0.01 per share

         Notice is hereby given that, Taubman Centers, Inc., (the "Company"),
pursuant to the provisions of its Restated Articles of Incorporation relating to
the 8.30% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per
share (the "Series A Preferred Stock") of the Company, has called for a
redemption on July 11, 2005 (the "Redemption Date"), 3,480,000 of its 8,000,000
outstanding shares of its Series A Preferred Stock. The shares of Series A
Preferred Stock to be redeemed have been selected pro rata from each holder of
Series A Preferred Stock, as nearly as may be practicable without creating
fractional shares.

         This Notice of Redemption means that a portion of your shares of Series
A Preferred Stock have been called for redemption. The total number of shares of
your Series A Preferred Stock which have been called for redemption is shown in
"Box 3" on the enclosed Letter of Transmittal and will be paid at the redemption
price below. The total number of shares of your Series A Preferred Stock which
have been called for redemption will not be available for transfer, sale or any
other action from June 10, 2005 to July 11, 2005 pursuant to the redemption
process. Carefully read this Notice of Redemption, together with the
accompanying Letter of Transmittal and the instructions contained therein,
before filling out the Letter of Transmittal.

                             REDEMPTION REQUIREMENTS

         The redemption price is $25.00 plus accrued dividends of $0.0576389 per
share to the Redemption Date (the "Redemption Price"). Please consult your tax
advisor to determine the tax treatment of the redemption payment. Rights of the
holders of the 3,480,000 shares of Series A Preferred Stock called for
redemption shall be limited to receipt of the Redemption Price. Payment of the
total Redemption Price will be made on or after the Redemption Date upon
presentation and surrender of certificates for shares of Series A Preferred
Stock to Mellon Investor Services L.L.C. as the Redemption Agent (the "Agent"),
as follows:

BY MAIL:                                     BY HAND:

Mellon Investor Services LLC                 Mellon Investor Services LLC
P.O. Box 3202                                120 Broadway, 13th Floor
South Hackensack, NJ 07606                   New York, NY 10271
Attn: Reorganization Department              Attn: Reorganization Department

BY OVERNIGHT DELIVERY:                       TOLL FREE NUMBER:

Mellon Investor Services LLC                  1-800-777-3674
85 Challenger Road - Mail Drop Reorg
Ridgefield, NJ 07660
Attn: Reorganization Department

         The method of delivery of the certificate(s) is at the option and risk
of the owner. If sent by mail, registered mail, properly insured, is
recommended. From and after the Redemption Date, the 3,480,000 shares of the
total 8,000,000 shares of Series A Preferred Stock which have been called for
redemption will be deemed to be no longer outstanding. Dividends on the
3,480,000 shares of Series A Preferred Stock which have been called for
redemption will cease to accrue, and the holders will be entitled to no rights
as such holders except the right to receive payment of the total Redemption
Price.