FIRST AMENDMENT TO THE TAUBMAN CENTERS, INC. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

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TAUBMAN CENTERS INC

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Title: FIRST AMENDMENT TO THE TAUBMAN CENTERS, INC. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
Date: 8/1/2008
Industry: Real Estate Operations Sector: Services

FIRST AMENDMENT TO THE TAUBMAN CENTERS, INC. NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN, Parties: taubman centers inc

Exhibit 10 (c)

FIRST AMENDMENT TO THE
TAUBMAN CENTERS, INC. NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN
(Effective as of May 18, 2005)

WHEREAS , TAUBMAN CENTERS, INC. (the “Company”) has adopted and maintains the Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan, as effective May 18, 2005 (the “Plan”); and

WHEREAS , pursuant to Section 4.1 of the Plan, the Company may amend the Plan; and

WHEREAS , the Company desires to amend the Plan, effective as of January 1, 2008, to allow directors the opportunity to choose whether deferrals are made from the cash portion or the stock portion of his annual retainer fee.

NOW, THEREFORE , the Plan is hereby amended. effective as of January 1, 2008, in the following respects:

Section 1.7 of the Plan (Committee) is amended to read as follows:

“ 1.7 ‘Committee’ means the Compensation Committee of the Board of Directors.”

Section 3.1 of the Plan (Deferral Election Forms) is amended to read as follows:

“ 3.1 Deferral Election Forms. Each Director may elect to defer up to 100% of the annual retainer fee he shall receive in any calendar year

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