ANNEX II TO SECOND AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP Designation, Distribution, Redemption, Exchange, and Consent Provisions with Respect to the 9%...

                   ANNEX II TO SECOND AMENDMENT TO THE SECOND
                   AMENDMENT AND RESTATEMENT OF AGREEMENT OF
                       LIMITED PARTNERSHIP OF THE TAUBMAN
                        REALTY GROUP LIMITED PARTNERSHIP

     Designation, Distribution, Redemption, Exchange, and Consent Provisions
     with Respect to the 9% Series D Cumulative Redeemable Preferred Equity

     THIS  ANNEX II (this  "Annex  II") TO THE  SECOND  AMENDMENT  (the  "Second
Amendment")  TO THE SECOND  AMENDMENT  AND  RESTATEMENT  OF AGREEMENT OF LIMITED
PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED  PARTNERSHIP (as amended through
the date hereof, the "Partnership  Agreement"),  entered into effective November
24, 1999,  serves as a further  amendment to the Partnership  Agreement  entered
into pursuant to Section 4.1(c) of the  Partnership  Agreement,  and is made by,
between,  and among TAUBMAN CENTERS,  INC., a Michigan  corporation  ("TCO"), TG
PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership ("TG"), and XXXX-CO
MANAGEMENT,  INC., a Michigan  corporation  ("Xxxx-Co"),  who, as the Appointing
Persons,  pursuant to Section 13.11 of the Partnership Agreement,  have the full
power and authority to amend the  Partnership  Agreement on behalf of all of the
Partners of The Taubman  Realty Group Limited  Partnership,  a Delaware  limited
partnership  (the  "Partnership"),  with respect to the matters herein provided.
(Capitalized  terms  used  herein  that are not herein  defined,  shall have the
meanings ascribed to them in the Partnership Agreement.)


     A. On  September  3, 1999,  TCO,  TG, and Xxxx-Co  entered  into the Second
Amendment  to  provide  for  the  contribution  of  preferred   capital  to  the
Partnership in exchange for a preferred equity  interest,  and for certain other
purposes.
     B. On September  3, 1999,  TCO, TG, and Xxxx-Co also entered into the Annex
to the Partnership Agreement entitled  "Designation,  Distribution,  Redemption,
Exchange,  and Consent  Provisions  with  Respect to the 9% Series C  Cumulative
Redeemable Preferred Equity."
     C.  Pursuant  to  Section  4.1(c)  of  the  Partnership  Agreement  and  as
authorized by Section 13.11 of the  Partnership  Agreement,  the parties  hereto
wish to enter into this Annex II to provide for the  designation,  distribution,
redemption, exchange, and consent provisions with respect to that certain series
of  Parity  Preferred  Equity  herein  designated  as "9%  Series  D  Cumulative
Redeemable Preferred Equity."
     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:  (i)  Designation:  There is  hereby  established  a series  of  Parity
Preferred Equity designated "9% Series D Cumulative Redeemable Preferred Equity"
(the "Series D Preferred Equity"). The Parity Preferred Rate with respect to the
Series D Preferred  Equity is hereby  designated as nine percent (9%) per annum.
The Parity  Preferred  Return in respect  of the  Series D  Preferred  Equity is
hereinafter  referred  to as the  "Series D Return."  The holder of the Series D
Preferred Equity is hereinafter referred to as the "Series D Preferred Partner."
The  Parity  Preferred  Equity  Balance  of the  Series D  Preferred  Partner is
hereinafter  referred to as the "Series D Preferred  Equity Balance." The Unpaid
Parity  Preferred  Return  of the  Series D  Preferred  Partner  is  hereinafter
referred to as the "Unpaid Series D Preferred Return."

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(ii) Payment of Distributions/Allocations:  The Series D Preferred Partner shall
be  entitled  to receive  cumulative  cash  distributions  equal to the Series D
Preferred  Return.  Such  distributions  shall  accrue  from  the  date  of  the
contribution to the Partnership of the Series D Preferred  Equity,  and shall be
payable when, as and if determined by the Managing General Partner, on or before
the last Day of each March,  June,  September,  and December of each Partnership
Fiscal  Year (a  "Distribution  Date")  and on a priority  basis as against  all
distributions  other  than  those  required  to be made  under  the  Partnership
Agreement  and other than  distributions  required  by any  series of  Preferred
Equity  existing as of the date hereof or any other  series of Parity  Preferred
Equity. The amount of the distribution  payable for any period shall be computed
on the  basis of a 360-Day  year of  twelve  30-Day  months  and for any  period
shorter than a full quarterly period for which  distributions are computed,  the
amount of the distribution  payable shall be computed on the basis of the actual
number  of  days  elapsed  in  such  a  30-Day  month.  If  any  date  on  which
distributions  are to be made on the Series D Preferred Equity is not a Business
Day, then payment of the  distribution  to be made on such date shall be made on
the next  succeeding  Day that is a Business  Day (and  without any  interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next  succeeding  Partnership  Fiscal Year, such payment shall be made on
the  immediately  preceding  Business  Day, in each case with the same force and
effect as if made on such date.  Notwithstanding the foregoing,  no distribution
shall be made to the Series D Preferred  Partner which would reduce its Adjusted
Capital  Account  Balance  below zero.  Distributions  on the Series D Preferred
Equity  shall  be made to the  Series  D  Preferred  Partner  of  record  on the
fifteenth (15th) Day of the calendar month in which the applicable  Distribution
Date falls or such other date established by the Managing General Partner for

                                       3


determining  the  holders  of record of the Series D  Preferred  Equity for such
distribution (the "Distribution Record Date"), which date shall not be more than
thirty (30) Days nor less than ten (10) Days prior to such Distribution Date. In
the event of the issuance of Series D Preferred  Stock (as defined  below),  the
Distribution Record Date for the Series D Preferred Equity shall be the Dividend
Record Date (as defined in the  Restated  Articles of  Incorporation  of TCO, as
amended) for the Series D Preferred Stock. Unpaid Series D Preferred Return will
not compound.  The Series D Preferred Equity Balance distributed to the Series D
Preferred  Partner pursuant to Section  11.1(a)(5) of the Partnership  Agreement
shall be computed after giving effect to a "book-up" of all  Partnership  assets
to their  respective  fair market values and  allocations  under the Partnership
Agreement of Profits and Losses resulting therefrom.
     In no event shall Profits for any Partnership  Fiscal Year allocated to the
Series D Preferred Partner exceed nineteen and 95/100ths percent (19.95%) of the
Profits of the Partnership for such Partnership Fiscal Year (the "19.95% Profits
Allocation Limit"),  provided however,  that the 19.95% Profits Allocation Limit
will not apply to TCO.  Further,  in  applying  Section  704(c) of the Code with
respect to the Series D Preferred  Partner,  the Partnership  shall,  consistent
with the requirements of the applicable Regulations, utilize a reasonable method
of allocation, provided that such method shall not have the effect of allocating
to the Series D  Preferred  Partner a greater  amount of taxable  income for any
Partnership  Fiscal  Year than the amount of Profits  allocated  to the Series D
Preferred Partner for such Partnership Fiscal Year.
(iii) Optional Redemption:
     (A)  Partnership's  Redemption  Right: The Series D Preferred Equity is not
redeemable  prior to November 24,  2004.  On or after  November  24,  2004,  the
Partnership,  at its option,  upon not less than thirty (30) nor more than sixty
(60) Days'

                                       4


written notice,  may redeem the Series D Preferred  Equity, in whole or in part,
at any time and  from  time to time,  at a  redemption  price  (the  "Redemption
Price"),  payable in cash equal in amount to the amount of  contributed  capital
plus  Unpaid  Series D  Preferred  Return,  in each case,  with  respect to that
portion of the Series D Preferred  Equity  Balance being  redeemed.  Immediately
prior to such  redemption,  the  Capital  Accounts of the  Partnership  shall be
adjusted  to give  effect  to a  "book-up"  of all  Partnership  assets to their
respective fair market values and allocations under the Partnership Agreement of
Profits  and  Losses  resulting  therefrom.  If less  than  all of the  Series D
Preferred Equity is redeemed,  the Capital Account of the holder of the Series D
Preferred  Equity shall, as a result of the  redemption,  be reduced by only the
portion of such Capital Account attributable to the interest redeemed.
     (B) Limitations on Redemption:  Unless the accrued Series D Return has been
distributed  in full for all quarterly  distribution  periods  terminating on or
prior to the date of redemption,  the  Partnership  may not redeem less than the
entire  outstanding  amount  of the  Series D  Preferred  Equity.  Further,  the
Redemption  Price (other than the portion thereof  consisting of Unpaid Series D
Preferred  Return)  shall be payable  solely out of the sale  proceeds  of other
"partnership  interests"  of the  Partnership,  or "capital  stock" of TCO.  For
purposes  of the  preceding  sentence,  the terms  "partnership  interests"  and
"capital  stock"  mean any equity  securities  of the  Partnership  and/or  TCO,
respectively  (including  "Units of Partnership  Interests,"  "preferred  equity
interests,"   "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.

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     (C) Procedure for Redemption:  Notice of redemption  shall be (i) faxed and
(ii) mailed by the Partnership,  by certified mail,  postage  prepaid,  not less
than thirty (30) nor more than sixty (60) Days prior to the Redemption  Date (as
defined below), addressed to the Series D Preferred Partner at its address as it
appears on the  records  of the  Partnership.  In  addition  to any  information
required by law,  each such notice shall  state:  (a) the  redemption  date (the
"Redemption Date"), (b) the Redemption Price, (c) the percentage of the Series D
Preferred  Equity to be  redeemed,  and (d) the  place  where a  Certificate  of
Withdrawal  in the form of Exhibit 1 hereto,  is to be delivered in exchange for
payment of the Redemption Price.
     If the Partnership  gives a notice of redemption in respect of the Series D
Preferred  Equity or any portion  thereof  (which  notice shall be  irrevocable)
then, by 12:00 noon, New York City time, on the Redemption Date, the Partnership
shall  deposit  irrevocably  in trust for the  benefit of the Series D Preferred
Partner funds  sufficient to pay the Redemption Price and shall give irrevocable
instructions  and  authority  to pay  such  Redemption  Price  to the  Series  D
Preferred  Partner upon  delivery of a  Certificate  of  Withdrawal at the place
designated in the notice of redemption.  If any date fixed for redemption of the
Series D Preferred  Equity is not a Business Day, then payment of the Redemption
Price shall be made on the next succeeding Business Day (without any interest or
any payment in respect of any such delay) except that if such Business Day falls
in the  next  calendar  year,  such  payment  shall  be made on the  immediately
preceding  Business  Day, in each case with the same force and effect as if made
on the  Redemption  Date.  If  payment  of the  Redemption  Price is  improperly
withheld or refused and not paid by the Partnership,  the Series D Return on the
portion of the Series D Preferred Equity to be redeemed shall continue to accrue
from the Redemption Date to the date of payment, in which case the

                                       6


actual  payment date will be  considered  the date fixed for  redemption  in the
redemption notice for purposes of calculating the applicable Redemption Price.
(iv) Exchange Rights:
     (A)  Right to Exchange:
          (1) The Series D Preferred  Equity shall be  exchangeable in whole but
not in part unless expressly  otherwise  provided herein at any time on or after
November  24, 2009 for Series D Preferred  Stock of TCO (the "Series D Preferred
Stock") at an exchange rate (the "Exchange  Rate") of One Hundred Dollars ($100)
of Series D Preferred  Equity  Balance (as  computed  after  giving  effect to a
"book-up" of all Partnership  assets to their  respective fair market values and
allocations  under the  Partnership  Agreement  of Profits and Losses  resulting
therefrom  but in no event shall such Series D Preferred  Equity  Balance (as so
computed)  exceed an amount  equal to the capital  contribution  plus any Unpaid
Series D Preferred  Return) for one (1) share of Series D Preferred  Stock to be
delivered by TCO,  subject to adjustment as described  below. In the event of an
exchange, the Unallocated Series D Preferred Return shall be reduced to zero. At
such  time  as  TCO  receives   approval  to  amend  its  Restated  Articles  of
Incorporation,  as  amended,  to  increase  the number of  authorized  shares of
Preferred Stock (as defined therein),  and further amends such Restated Articles
of  Incorporation,  as amended,  by increasing  the number of shares of Series D
Preferred  Stock,  which  amendments TCO has undertaken to use its  commercially
reasonable  efforts  to cause to be made,  the  Exchange  Rate  will be  reduced
proportionately. The terms of the Series D Preferred Stock shall be as set forth
on  Schedule A attached  hereto.  Notwithstanding  the  foregoing,  the Series D
Preferred Equity shall become exchangeable at any time, in whole but not in part
unless expressly  provided otherwise herein, for Series D Preferred Stock if (x)
at any time the accrued Series D

                                       7


Return shall not have been distributed in full to the Series D Preferred Partner
with respect to six (6) prior  quarterly  distribution  periods,  whether or not
consecutive,  provided,  however, a distribution of the Series D Return shall be
considered  timely if made within two (2) Business  Days after the  Distribution
Date for the Series D Return if at the time of such late payment there shall not
be any prior quarterly  distribution periods in respect of which the full amount
of the accrued  Series D Return was not timely  made or (y) upon  receipt by the
Series D Preferred  Partner of (a) notice from the Managing General Partner that
the  Partnership  has taken the position  that the  Partnership  is, or upon the
consummation of an identified event in the immediate future will be taxable as a
corporation  and (b) an opinion  rendered by independent  counsel  familiar with
such matters addressed to the Series D Preferred Partner that the Partnership is
or likely is, or upon the  occurrence  of an  identified  event in the immediate
future  will be or  likely  will be,  taxable  as a  corporation.  The  Series D
Preferred  Equity  may be  exchanged,  in whole  but not in part,  for  Series D
Preferred  Stock if the Series D Preferred  Partner  concludes  at any time that
there exists in the  reasonable  judgment of the Series D Preferred  Partner (as
confirmed by its independent  accountants) an imminent and substantial risk that
the Series D Preferred Partner's interest in the Partnership  represents or will
represent  more than nineteen and 95/100ths  percent  (19.95%) of the capital or
profits of the  Partnership  determined in accordance with  Regulations  Section
1.731-2(e)(4).  In addition, if the Partnership sells in one (1) or more taxable
transactions  two  (2) or  more  of (x)  the  properties  on  Schedule  E to the
Partnership  Agreement or (y) the properties,  if any,  exchanged for any of the
properties on Schedule E in a  transaction  pursuant to Section 1031 of the Code
or pursuant to any other Code section providing for  non-recognition  treatment,
and after  giving  effect to such sales (and  related tax  distributions  by the
Partnership) it is reasonably expected that the

                                       8


net income of the Partnership as computed on the basis of tax  depreciation  and
not book  depreciation  will be below Eleven  Million Two Hundred Fifty Thousand
Dollars  ($11,250,000)  for the taxable year of the sale or the next  succeeding
taxable  year,  then the Series D Preferred  Equity  shall be  exchangeable,  in
whole,  but not in part,  at the  exchange  rate set forth above.  Further,  the
Series D Preferred Equity shall be exchangeable, in whole but not in part at the
exchange  rate set  forth  above,  if the  Series D  Preferred  Partner,  in its
reasonable  judgment (as confirmed by its independent  accountants),  determines
that less than ninety percent (90%) of the gross income of the  Partnership  for
the taxable  year of the  exchange  will or will likely  constitute  "qualifying
income" within the meaning of Section 7704(d) of the Code.
          (2)  Notwithstanding  anything to the  contrary set forth in Paragraph
(iv)(A)(1) above, if an Exchange Notice (as defined below) has been delivered to
TCO, then TCO may, at its option, within thirty (30) Business Days after receipt
of the Exchange Notice,  purchase  directly or elect to cause the Partnership to
redeem,  all or a  portion  of the  outstanding  Series D  Preferred  Equity  by
redeeming or, as applicable, purchasing, the corresponding portion of the Series
D Preferred  Equity  Balance (in each case, as computed after giving effect to a
"book-up" of all Partnership  assets to their  respective fair market values and
allocations  under the  Partnership  Agreement  of Profits and Losses  resulting
therefrom) for cash in an amount equal to the Series D Preferred  Equity Balance
or portion thereof being redeemed.
          (3) In the event  an  exchange  of the Series D Preferred Equity would
violate  the  provisions  on  ownership  limitation  of TCO as set  forth in the
Restated  Articles of Incorporation  of TCO, as amended,  the Series D Preferred
Partner shall be entitled to exchange,  pursuant to the  provisions of Paragraph
(iv)(A)(1) hereof, a percentage of the

                                       9


Series D Preferred  Equity  Balance  that would  comply with the  provisions  on
ownership  limitation  of TCO and any portion of the Series D  Preferred  Equity
Balance not so exchanged  (the "Excess  Preferred  Equity") shall be redeemed by
the  Partnership  for cash in an amount  equal to the Series D Preferred  Equity
Balance  allocable to the Excess  Preferred  Equity,  subject to any restriction
thereon  contained in any debt  instrument or agreement of the  Partnership  and
provided  that such  redemption  would not  adversely  impact  the rating of any
outstanding debt of the Partnership.

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

          (1) Any exchange  shall be exercised  pursuant to a notice of exchange
(the "Exchange  Notice")  delivered to TCO by the Series D Preferred  Partner by
(a) fax and (b) by certified mail, postage prepaid.  TCO may effect any exchange
of the Series D Preferred Equity or exercise its option to cause the Partnership
to redeem any  portion of the Series D  Preferred  Equity for cash  pursuant  to
Paragraph  (iv)(A)(2)  above or  redeem  Excess  Preferred  Equity  pursuant  to
Paragraph (iv)(A)(3) above by delivering to the Preferred Equity Partner, within
thirty (30)  Business  Days after  receipt of the  Exchange  Notice,  (a) if TCO
elects to acquire any of the Series D Preferred Equity then  outstanding,  (1) a
written  notice  stating (A) the date of the exchange,  which may be the date of
such  written  notice or any other  date which is not later than sixty (60) Days
after  the  receipt  of the  Exchange  Notice,  and  (B)  the  place  where  the
Certificate of Withdrawal is to be delivered and (2)  certificates  representing
the Series D Preferred Stock being issued in exchange for the Series D Preferred
Equity and corresponding  Series D Preferred Equity Balance being exchanged,  or
(b) if TCO  elects  to cause  the  Partnership  to  redeem  all of the  Series D
Preferred  Equity then  outstanding  in exchange for cash or elects to cause the
Partnership  to redeem any Excess  Preferred  Equity for cash, a written  notice
stating (1) the

                                       10


redemption  date, which may be the date of such written notice or any other date
which is not later  than  sixty  (60) Days  after the  receipt  of the  Exchange
Notice,  (2) the redemption  price,  and (3) the place where the  Certificate of
Withdrawal  is to be  delivered.  The Series D Preferred  Equity shall be deemed
canceled simultaneously with the delivery of the Certificate of Withdrawal (with
respect to the Series D Preferred  Equity Balance  exchanged) or  simultaneously
with the  redemption  date (with  respect to Series D Preferred  Equity  Balance
redeemed).  Notwithstanding  anything to the contrary  contained herein, any and
all Series D  Preferred  Equity to be  exchanged  for Series D  Preferred  Stock
pursuant to this Paragraph (iv) shall be so exchanged in a single transaction at
one (1) time. As a condition to exchange, TCO may require the Series D Preferred
Partner  to  make  such  representations  and  warranties   including,   without
limitation,  warranties as to ownership and absence of restrictions,  liens, and
encumbrances  and  representations  as may be  reasonably  necessary  for TCO to
establish that the issuance of Series D Preferred Stock pursuant to the exchange
shall not be required to be  registered  under the  Securities  Act of 1933,  as
amended (the  "Securities  Act"),  or any state  securities  laws.  Any Series D
Preferred  Stock issued  pursuant to this  Paragraph  (iv) shall be delivered as
shares which are duly authorized, validly issued, fully paid, and nonassessable,
free of any pledge,  lien,  encumbrance or restriction other than those provided
in the Restated Articles of Incorporation,  as amended,  the Restated By-Laws of
TCO, the  Securities  Act, and relevant  state  securities or blue sky laws. The
certificates  representing  the Series D Preferred Stock issued upon exchange of
the Series D Preferred Equity shall contain the following legend:
     THE AMENDED AND  RESTATED  ARTICLES  OF  INCORPORATION,  AS THE SAME MAY BE
AMENDED  (THE  "ARTICLES"),  IMPOSE  CERTAIN  RESTRICTIONS  ON THE

                                       11


TRANSFER AND OWNERSHIP OF THE SHARES  REPRESENTED BY THIS CERTIFICATE BASED UPON
THE PERCENTAGE OF THE OUTSTANDING SHARES OWNED BY THE SHAREHOLDER. AT NO CHARGE,
ANY SHAREHOLDER MAY RECEIVE A WRITTEN  STATEMENT OF THE RESTRICTIONS ON TRANSFER
AND OWNERSHIP THAT ARE IMPOSED BY THE ARTICLES.
     THE SHARES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE TRANSFERRED,  SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT),  OR (B) IF THE  CORPORATION  HAS BEEN  FURNISHED WITH A SATISFACTORY
OPINION OF COUNSEL  FOR THE HOLDER OF THE SHARES  REPRESENTED  HEREBY,  OR OTHER
EVIDENCE SATISFACTORY TO THE CORPORATION,  THAT SUCH TRANSFER, SALE, ASSIGNMENT,
PLEDGE,  HYPOTHECATION,  OR OTHER  DISPOSITION  IS EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
          (2) In the event of an exchange  of the Series D Preferred  Equity for
Series D Preferred Stock,  fractional  Series D Preferred Stock of TCO is not to
be  issued  upon  the  exchange  but,  in lieu  thereof,  TCO  shall  pay a cash
adjustment based on the fair market value of the Series D Preferred Stock on the
Day  prior to the  exchange  date as  determined  in good  faith by the Board of
Directors of TCO.
          (3)  Adjustment  of Exchange  Price.  In the event that TCO shall be a
party  to  any   transaction   (including,   without   limitation,   a   merger,
consolidation,  statutory share exchange,  tender offer for all or substantially
all of  TCO's  capital  stock,  or sale  of all or  substantially  all of  TCO's
assets),  in each case as a result of which the Series D Preferred Stock will be
converted into the right to receive shares of capital stock, other securities or

                                       12


other  property  (including  cash or any  combination  thereof),  the  Series  D
Preferred  Equity  Balance will  thereafter  be  exchangeable  into the kind and
amount of shares of capital stock and other  securities and property  receivable
(including  cash or any  combination  thereof)  upon  the  consummation  of such
transaction  by a holder of that  number of Series D  Preferred  Stock of TCO or
fraction   thereof  into  which  the  Series  D  Preferred  Equity  Balance  was
exchangeable  immediately prior to such transaction.  TCO may not become a party
to any such  transaction  unless  the  terms  thereof  are  consistent  with the
foregoing.
(v) No Other Conversion  Rights.  Subject to TCO's right to convert the Series D
Preferred Equity Balance to an Additional Interest pursuant to Section 8.1(c) of
the  Partnership  Agreement,  the Series D Preferred  Partner shall not have any
right to convert the Series D Preferred  Equity  Balance or any portion  thereof
into any other securities of, or interest in, the  Partnership.
(vi) No Sinking  Fund:  No sinking fund shall be required for the  retirement or
redemption of the Series D Preferred Equity Balance.
(vii) Certain Voting Rights:  The Series D Preferred  Partner shall not have any
voting  rights or rights to  consent to any  Partnership  matter  requiring  the
consent or approval of Partners, except as set forth below.
     So long as any Series D Preferred Equity Balance remains  outstanding,  the
Partnership  shall  not,  without  the  affirmative  vote of Series D  Preferred
Partners holding at least  two-thirds  (2/3rds) of the Series D Preferred Equity
Balance at the time,  (x)  authorize or create,  or increase the  authorized  or
issued amount of, any class or series of Partnership Interests ranking senior to
the Series D Preferred Equity with respect to payment of distributions or rights
upon liquidation, dissolution, or winding up (including, without limitation, any
future issuances of Preferred Equity),  or reclassify any Partnership  Interests

                                       13


of the Partnership into any such Partnership Interest,  or create,  authorize or
issue any  obligations  or  security  convertible  into or  exchangeable  for or
evidencing  the  right  to  purchase  any  such   Partnership   Interests,   (y)
consolidate,  merge  into or with,  or  convey,  transfer  or lease  its  assets
substantially  as an entirety to, any  corporation or other entity,  or amend or
alter Sections 1.2, 1.3, 1.4, 5.1, 5.2(a)(i), 5.5, 5.7(a), 6.10, 8.1(a), 8.1(c),
or  11.1(a)(5)  of the  Partnership  Agreement  or  any  other  sections  of the
Partnership  Agreement  which  would  affect  such  sections,  or the  rights or
obligations of the Series D Preferred  Partner under the Partnership  Agreement,
or this Annex, whether by merger, consolidation, amendment or otherwise, in each
such case in a manner that would  materially and adversely  affect the rights of
the Series D  Preferred  Equity or the  Series D  Preferred  Partner;  provided,
however,  that with respect to the  occurrence  of any event set forth in clause
(y) above, so long as (1) the Partnership is the surviving entity and the Series
D Preferred Equity remains outstanding with the terms thereof unchanged,  or (2)
the  resulting,  surviving  or  transferee  entity  is  a  partnership,  limited
liability company,  or other pass-through entity organized under the laws of any
state and substitutes for the Series D Preferred  Equity other interests in such
entity having  substantially the same terms and rights as the Series D Preferred
Equity, including with respect to distributions,  redemptions, transfers, voting
rights, and rights upon liquidation, then the occurrence of any such event shall
not be deemed to  materially  and  adversely  affect such rights of the Series D
Preferred  Partner;  and provided further,  that any increase or issuance in the
amount of  Partnership  Interests or the creation or issuance of any other class
or series of  Partnership  Interests,  in each case  ranking  (a)  junior to the
Series D  Preferred  Equity  with  respect to payment  of  distributions  or the
distribution  of assets  upon  liquidation,  or (b) on a parity to the  Series D

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Preferred Equity with respect to payment of distributions or the distribution of
assets upon  liquidation  shall not be deemed to materially and adversely affect
such rights.
     Notwithstanding  anything  to  the  contrary  contained  herein  or in  the
Partnership Agreement,  in determining what is a class or series ranking senior,
or on parity to the Series D Preferred  Equity,  the 19.95%  Profits  Allocation
Limit shall be disregarded.
     IN WITNESS WHEREOF, the undersigned  Appointing Persons, in accordance with
Section  13.11 of the  Partnership  Agreement,  on behalf of all of the Partners
have entered into this Annex as of the date first above written.

                                  TAUBMAN CENTERS, INC., a Michigan
                                  corporation

                                  By:      /s/ Xxxxxx X. Xxxxxxx
                                           ---------------------
                                           Xxxxxx X. Xxxxxxx
                                  Its:     President and Chief Executive Officer
                                           -------------------------------------
                                  TG PARTNERS LIMITED PARTNERSHIP, a
                                  Delaware limited partnership

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

                                           By:      /s/ Xxxxxx X. Xxxxxxx
                                                    ---------------------
                                                    Xxxxxx X. Xxxxxxx
                                           Its:     President and
                                                    -------------
                                                    Chief Executive Officer
                                                    -----------------------
                                  XXXX-CO MANAGEMENT, INC.,
                                  a Michigan corporation

                                  By:      /s/ Xxxxxx X. Xxxxxxx
                                           ---------------------
                                           Xxxxxx X. Xxxxxxx
                                  Its:     President and Chief Executive Officer
                                           -------------------------------------


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                                   SCHEDULE A

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



                                       16




                                    EXHIBIT 1

                            Certificate of Withdrawal

     The  undersigned  hereby  confirms that  effective on the date hereof,  the
undersigned has withdrawn from The Taubman Realty Group Limited Partnership (the
"Partnership"),  a Delaware  limited  partnership,  and effective as of the date
hereof  the  undersigned  is no longer a partner in the  Partnership  and has no
right or interest in or to the Partnership,  its property,  and business and has
no authority to represent or bind the Partnership.

                                         ---------------------------------------

                                         By:    ________________________________

Dated:  _________________, _________     Its:   ________________________________



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