PRIVILEGED AND CONFIDENTIAL
---------------------------
WLR&K DRAFT: 2/09/03
The undersigned __________________ (the "Shareholder"), the
owner of certain shares (the "Owned Shares") of Taubman Centers, Inc., a
Michigan corporation ("Taubman Centers" or the "Company") with the voting power
set forth below (together with any voting power received in respect of such
shares pursuant to any stock split, stock dividend or distribution, the "Current
Voting Power"), in connection with the authorization by the Board of Directors
of Taubman Centers of a $100 million increase to Taubman Centers' existing share
repurchase program (the "Share Buyback"), does hereby, for good and valuable
consideration, intending to be legally bound, confirm, covenant and agree, and
that at each annual or special meeting of shareholders of the Company, or the
taking of action by written consent of shareholders of the Company, with respect
to any matter the result of a vote or consent as to which would satisfy or
frustrate any of the conditions contained on the date hereof to the January 15,
2003 tender offer made by Xxxxx Property Acquisitions, Inc., a wholly owned
subsidiary of Simon Property Group, Inc. and Westfield America, Inc. (the
"Tender Offer"), will take such action with respect to the Owned Shares as may
be required so that the Shareholder's Increased Voting Power is exercised in
proportion to all votes cast at such annual or special meeting or consents
solicited. For purposes of this agreement "Increased Voting Power" shall mean
the excess of (a) the Current Voting Power (expressed as a number of shares
entitled to vote) over (b) the product of (i) the quotient of (x) the Current
Voting Power divided by (y) the total voting power of the shares outstanding as
of the date hereof and (ii) the total voting power of the shares outstanding as
of the date hereof less the total voting power of the shares actually purchased
by the Company in the Share Buyback.
___________________
By
________________________________________
Name:
Title:
Voting Power:
Accepted and Agreed:
Taubman Centers, Inc.
By:___________________
Name:
Title:
