FORM OF AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT

(a)  

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

(b)  

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

(1)  

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

(2)  

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

(3)  

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

(4)  

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

(5)  

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

(c)  

“ Company ” means Taubman and the Affiliated Companies.

(d)  

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

(e)  

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

(f)  

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

(g)  

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

(a)  

Position and Duties

(1)  

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

(2)  

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

(b)  

Compensation and Benefits

(1)  

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

(2)  

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

(3)  

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

(4)  

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

(5)  

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

(6)  

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

(7)  

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

(8)  

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

(a)  

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

(b)  

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

(1)  

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

(2)  

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