1 EXHIBIT 4(d) THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP CONTRIBUTION AND ACCEPTANCE OF PREFERRED EQUITY, DESIGNATION OF SERIES A PREFERRED EQUITY, AND ESTABLISHMENT OF PREFERRED RATE Reference is made to that certain Amended and Restated Agreement...

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                                                                    EXHIBIT 4(d)




                  THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

                CONTRIBUTION AND ACCEPTANCE OF PREFERRED EQUITY,
                 DESIGNATION OF SERIES A PREFERRED EQUITY, AND
                        ESTABLISHMENT OF PREFERRED RATE


    Reference is made to that certain Xxxxxxx and Restated Agreement of Limited
Partnership of The Taubman Realty Group Limited Partnership dated November 30,
1992, as amended by a certain First Amendment to The Amended and Restated
Agreement of The Taubman Realty Group Limited Partnership dated as of September
30, 1997 (as amended, the "Partnership Agreement").  Terms used in this
instrument have the meanings ascribed to them in the Partnership Agreement.

    Pursuant to Section 4.1(f) of the Partnership Agreement, XXXXX hereby
contributes to the capital of the Partnership, as Preferred Equity, $200
million in immediately available funds, such amount representing the proceeds
from TREIT's sale of eight million shares of its 8.30% Series A Cumulative
Redeemable Preferred Stock, par value $0.01 per share (the "Series A Stock"),
which is the Related Issue of such Preferred Equity.  Such Preferred Equity
shall be entitled to a Guaranteed Payment from the date hereof calculated at
the Preferred Rate of 8.30% per annum, which is the dividend rate on the Series
A Stock.

    The Partnership hereby accepts such contribution of Preferred Equity,
designates the same as Series A Preferred Equity, and confirms the Preferred
Rate of 8.30% per annum with respect to the Series A Preferred Equity.  The
Partnership hereby confirms its statement of intent with respect to the payment
of the Guaranteed Payment on the Series A Preferred Equity, as set forth in the
last sentence under the caption "Description of the Series A Preferred
Stock--General" in TREIT's Prospectus Supplement dated September 30, 1997, with
respect to the offer and sale of the Series A Stock.

Dated:  October 3, 1997

                           TAUBMAN CENTERS, INC., a Michigan           
                           corporation                                 
                                                                       
                                                                       
                           By:  _______________________________________
                                Xxxxxxx X. XxXxxxx                     
                                                                       
                           Its: Senior Vice President and Chief        
                                Accounting Officer                     
                                                                       

                          THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP,
                           a Delaware limited partnership              
                                                                       
                                                                       
                           By:  _______________________________________
                                Xxxxxxx X. XxXxxxx                     
                                                                       
                           Its: Authorized Signatory