SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549

SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT UNDER
 SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)

TAUBMAN CENTERS, INC.
 (Name of Subject Company)
TAUBMAN CENTERS, INC.
 (Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
 (Title of Class of Securities)
876664103
(CUSIP Number of Class of Securities)

LISA A. PAYNE
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD
SUITE 300, P.O. BOX 200
BLOOMFIELD HILLS, MICHIGAN 48303
 (248) 258-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement)

                                  WITH COPIES TO:

       CYRIL MOSCOW               JEFFREY H. MIRO           ADAM O. EMMERICH
HONIGMAN MILLER SCHWARTZ AND      KENNETH H. GOLD           TREVOR S. NORWITZ
         COHN, LLP             MIRO, WEINER & KRAMER         ROBIN PANOVKA
2290 FIRST NATIONAL BUILDING   38500 WOODWARD AVENUE,   WACHTELL, LIPTON, ROSEN
    660 WOODWARD AVENUE              SUITE 100                  & KATZ
DETROIT, MICHIGAN 48226-3583     BLOOMFIELD HILLS,         51 WEST 52ND STREET
      (313) 465-7000               MICHIGAN 48303       NEW YORK, NEW YORK 10019
                                  (248) 646-2400            (212) 403-1000	

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

This Amendment No. 12 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the "Commission") on December 11, 2002 (as subsequently amended, the "Schedule 14D-9"), by Taubman Centers, Inc., a Michigan corporation (the "Company" or "Taubman Centers") relating to the tender offer made by Simon Property Acquisitions, Inc. ("Offeror"), a wholly owned subsidiary of Simon Property Group, Inc. ("Simon") and Westfield America, Inc. ("Westfield"), as set forth in a Tender Offer Statement filed by Simon on Schedule TO, dated December 5, 2002 (the "Schedule TO") and a Supplement to the Offer to Purchase, dated January 15, 2003 filed by Simon on Schedule TO-T/A (Amendment No. 6) (the "Supplement"), to pay $20.00 net to the seller in cash, without interest thereon, for each Common Share, upon the terms and subject to the conditions set forth in the Schedule TO and the Supplement. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto
 the following:

EXHIBIT NO.                    DESCRIPTION
___________                    ___________

Exhibit (a)(32)                Notice to Participants of the Taubman Company and
                               Related Entities Employee Retirement Savings Plan

Exhibit (a)(33)                Tender Offer Instruction Form for Participants of
                               the Taubman Company and Related Entities Employee
                               Retirement Savings Plan

Exhibit (a)(34)                Revised Website Presentation: Board Rejection of
                               Revised Simon Offer	

SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  January 30, 2003                 Taubman Centers, Inc.

                                         By:  /s/ William S. Taubman
                                            ------------------------------------
                                            William S. Taubman
                                            Executive Vice President	

                                  EXHIBIT INDEX

EXHIBIT NO.                    DESCRIPTION
__________                     ___________

Exhibit (a)(32)                Notice to Participants of the Taubman Company and
                               Related Entities Employee Retirement Savings Plan

Exhibit (a)(33)                Tender Offer Instruction Form for Participants of
                               the Taubman Company and Related Entities Employee
                               Retirement Savings Plan

Exhibit (a)(34)                Revised Website Presentation: Board Rejection of
                               Revised Simon Offer	

[Vanguard Logo]
NOTICE TO PARTICIPANTS OF
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE
RETIREMENT SAVINGS PLAN
January 23, 2003
Dear Retirement Plan Participant:
RECENTLY AMENDED TENDER OFFER
On January 15, 2003, Simon Property Acquisitions, Inc., a wholly owned subsidiary of Simon Property Group, Inc. announced that Westfield America, Inc. has joined the offer to purchase all outstanding shares of common stock of Taubman Centers, Inc. for cash, and the offer price has been increased to $20.00 per share. The revised offer is subject to certain conditions, which are fully explained in the enclosed "Supplement to the Offer to Purchase dated December 5, 2002" (the "Offer"). A copy of the amended Board Recommendation Statement on Schedule 14D-9 is enclosed in which the Taubman Centers Board of Directors recommends that shareholders reject the Offer and not tender their shares of Taubman Centers common stock.
YOUR PROMPT RESPONSE IS REQUESTED
As a participant in your company retirement plan, you are encouraged to direct Vanguard Fiduciary Trust Company, the trustee of your plan, to tender, or not to tender, the Taubman Centers common stock held in your separate plan account. IF YOU DO NOT SEND TIMELY TENDER INSTRUCTIONS TO VANGUARD, THE TRUSTEE WILL GENERALLY TREAT THIS AS AN INSTRUCTION NOT TO TENDER.
You can provide your directions by promptly completing and returning the enclosed "Tender Offer Instruction Form." IF YOU PREVIOUSLY PROVIDED TENDER INSTRUCTIONS TO VANGUARD FOR THE OFFER, THOSE INSTRUCTIONS WILL APPLY TO THE OFFER. If you want to change earlier instructions you provided to Vanguard, you should complete and return the enclosed Tender Offer Instruction Form for the Offer.
In order to direct Vanguard, you should complete and return the enclosed Instruction Form TO VANGUARD IN THE ENCLOSED ENVELOPE BY 12:00 NOON EST ON TUESDAY, FEBRUARY 11, 2003, THE PLAN DEADLINE. In the event the Offer's expiration date is extended (which is currently set for 12:00 midnight EST on February 14, 2003), the Plan Deadline will automatically be extended to three business days prior to the new expiration date.
A NOTE ABOUT THE TAUBMAN STOCK FUND
Please note that the Taubman stock fund under the Plan will be frozen for administrative processing near the Offer's expiration date. As a result you will be unable to make exchanges into or out of the Taubman stock fund for approximately 4-5 business days. The fund will be frozen from the Plan Deadline until it is determined whether the Offer is successful. Additional information regarding the stock fund freeze will follow under separate cover.

ENCLOSED FOR YOUR REVIEW
Enclosed for your review are the following materials about the revised Offer:
1. The Supplement to the Offer to Purchase dated December 5, 2002, which contains important details about the Offer that you should review;
2. the amended Taubman Centers Board of Directors Recommendation Statement
- Schedule 14D-9;
3. a Tender Offer Instruction Form; and
4. a postage-paid reply envelope.
The enclosed information relates only to shares of Taubman Centers common stock held in your account under The Taubman Company and Related Entities Employee Retirement and Savings Plan. If you own other shares outside of the Plan, you should receive separate mailings relating to those shares.
PLEASE PROVIDE YOUR INSTRUCTIONS TO VANGUARD
To instruct Vanguard, please promptly complete, sign and date the enclosed Instruction Form and mail it to Vanguard in the enclosed postage-paid reply envelope. If you prefer (ONLY ON WEEKDAYS BETWEEN 9:00 A.M. AND 5:00 P.M. EST) you may fax a completed and signed Instruction Form to Vanguard's attention at 1-877-226-7171. Your Instruction Form must be received at Vanguard by the Plan Deadline, which is 12:00 noon EST on Tuesday, February
11, 2003. IF YOU DO NOT SEND TIMELY TENDER INSTRUCTIONS TO VANGUARD, THE TRUSTEE WILL TREAT THIS AS AN INSTRUCTION NOT TO TENDER; HOWEVER, IF THE TRUSTEE IS REQUIRED BY LAW TO DO OTHERWISE, IT WILL DO SO.
Please note that timely instructions provided to Vanguard will be followed with respect to shares held in your account as of the Plan Deadline. For example, if additional common stock is allocated to your Plan account before the Plan Deadline, the instructions you give will also be followed with respect to those additional shares.
YOUR DECISION IS CONFIDENTIAL
All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including Taubman Centers, Simon Properties, Westfield, or any of their respective directors, officers, employees or affiliates.
FOR ADDITIONAL QUESTIONS
If you have any questions about the Offer, please contact MacKenzie Partners, the information agent for the Offer, toll-free at 1-800-322-2885, or Innisfree M&A Incorporated, which is representing Taubman Centers, toll-free at 1-877-750-9496. If you have questions on how to provide tender instructions to Vanguard, please contact Vanguard Participant Services weekdays at 1-800-523-1188.
Sincerely, Vanguard Fiduciary Trust Company

TENDER OFFER INSTRUCTION FORM
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN
BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ
THE ACCOMPANYING INFORMATION
In response to the revised offer by Simon Acquisitions, Inc., a wholly owned subsidiary of Simon Properties, Inc. and Westfield America, Inc. to purchase shares of Taubman Centers for cash at a price of $20.00 per share, (subject to the terms and conditions of the enclosed Supplement to the Offer to Purchase dated December 5, 2002 (the "Offer")), I hereby instruct Vanguard Fiduciary Trust Company to tender or not to tender the Taubman Centers common stock shares allocated to my Plan account in response to the Offer as follows (PLEASE CHECK ONE BOX BELOW AND COMPLETE):
________ YES. I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER.
________ NO. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER.
PREVIOUS TENDER INSTRUCTIONS WILL STAND, UNLESS YOU PROVIDE DIRECTION
ON THIS INSTRUCTION FORM. INSTRUCTION FORMS THAT ARE NOT TIMELY RETURNED TO
VANGUARD AND INSTRUCTION FORMS WITHOUT A BOX CHECKED ABOVE WILL
GENERALLY BE TREATED AS AN INSTRUCTION NOT TO TENDER SHARES.
YOU MAY FAX YOUR COMPLETED AND SIGNED INSTRUCTION FORM WEEKDAYS
BETWEEN 9:00 A.M. AND 5:00 P.M. EST TO VANGUARD'S ATTENTION AT 1-877-226-7171.
Your instructions to Vanguard will be confidentially tabulated and will not be divulged to anyone at Taubman Centers, Simon Acquisitions, Simon Properties or Westfield. If you have any questions about the procedures for responding to Vanguard, please contact Vanguard Participant Services at 1-800-523-1188.
THIS FORM MUST BE RECEIVED AT VANGUARD BY 12:00 NOON EST ON
TUESDAY, FEBRUARY 11, 2003 (unless the Offer is 
extended) OR YOUR SHARES GENERALLY WILL NOT BE
TENDERED.

Signature

Please Print Name

Social Security Number

Date

Daytime Phone Number

[Taubman Logo]
Board Rejection of Revised Simon Offer
January 21, 2003

TAUBMAN REJECTS SIMON'S REVISED UNSOLICITED OFFER
________________________________________________________________[Taubman Logo]__
o Board unanimously rejects Simon's revised unsolicited offer (now joined by Westfield) as inadequate, opportunistic and clearly not in the best interests of Taubman Centers shareholders
o Hostile offer is not a logical catalyst for sale
o Now is not the time to sell
o Taubman has a strong track record of performance
o Revised offer has no roadmap to completion
o Highly conditional offer
o Significant waste of corporate assets
o Substantial integration risk
2

TIMELINE OF EVENTS
________________________________________________________________[Taubman Logo]__
THE TAUBMAN BOARD, WITH THE ADVICE OF FINANCIAL AND LEGAL ADVISORS, THOROUGHLY CONSIDERED AND REJECTED SIMON THREE TIMES
o OCTOBER 16: LETTER David Simon sent unsolicited letter to Robert Taubman; no details, including no price.
o OCTOBER 21: TELEPHONE CALL Mr. Taubman spoke with Mr. Simon by telephone. Mr. Simon indicated his interest in acquiring the Company, including the possibility for Simon to enter into a joint venture with the Taubman family pursuant to which Simon Property Group would gain effective control of Taubman Centers. Mr. Taubman told Mr. Simon that while he did not believe there was any interest in pursuing a transaction, he would discuss the matter with the Taubman Board. After this conversation, Mr. Taubman contacted each of the Taubman directors individually to inform them of the letter and the conversation.
o OCTOBER 22: PROPOSAL Letter from Mr. Simon to Mr. Taubman detailed $17.50 per share cash acquisition; Mr. Taubman forwarded letter to Taubman Board.
o OCTOBER 28: REJECTION OF PROPOSAL Taubman Board met with financial and legal advisors to consider Simon's unsolicited $17.50 per share proposal; Board unanimously decided that Taubman Centers had no interest in pursuing sale transaction and that discussions would not be productive; Board authorized press release in the event of Simon disclosure; Mr. Taubman called Mr. Simon to inform him of the Board's unanimous conclusion and that discussions as to any such transaction would not be productive.
3

TIMELINE OF EVENTS
 Continued
________________________________________________________________[Taubman Logo]__
o NOVEMBER 6: MEETING At the NAREIT national conference, Mr. Simon reiterated his interest in acquiring Taubman Centers, and Mr. Taubman again informed Mr. Simon that the Taubman Board had met and the Company had no interest in pursuing a sale transaction.
o NOVEMBER 13: PROPOSAL MADE PUBLIC David Simon sent public "bear hug" letter to Taubman Board regarding identical $17.50 per share cash acquisition proposal.
o NOVEMBER 13: ANNOUNCEMENT OF REJECTION OF PROPOSAL Taubman Centers publicly announced Taubman Board's rejection of Simon's unsolicited proposal, based on the Board's extensive October 28 consideration of that proposal.
o DECEMBER 5: TENDER OFFER LAUNCHED Simon commenced $18 per share cash tender offer and filed lawsuit in Michigan.
o DECEMBER 11: REJECTION OF OFFER Taubman Centers announced Taubman Board met to consider Simon's $18 per share offer and, after extensive consultation with financial and legal advisors, unanimously rejected Simon's offer and recommended that Taubman Centers shareholders not tender their shares.
o JANUARY 15: TENDER OFFER REVISED Simon, now joined by Westfield, revised offer to $20 per share and extended tender offer to February 14, 2003.
o JANUARY 21: REJECTION OF OFFER Taubman Centers announces Taubman Board met to consider the revised Simon offer and, after extensive consultation with financial and legal advisors, unanimously rejected Simon's revised offer and recommended that Taubman Centers shareholders not tender their shares.
4

WRONG TIME TO SELL
________________________________________________________________[Taubman Logo]__
o Recent development projects have yet to stabilize
- NOI growth (2002 - 2003) expected to be more than 30% at Dolphin Mall and Wellington Green, and nearly 20% at International Plaza
- Stony Point Fashion Park (Richmond, Va., opening Sept. 2003) over 80% committed
- Mall at Millennia (Orlando) stabilizes in 2003
- Willow Bend - Saks opening by 2005
o New initiatives to reduce frictional vacancy beginning to show results
o Highly coveted portfolio with significant scarcity value that will only increase over time
o No reason to sacrifice upside
o Taxable event to certain common shareholders
5

UNIQUE PORTFOLIO OF IRREPLACEABLE ASSETS
________________________________________________________________[Taubman Logo]__
o Most productive portfolio of regional malls
- Sales per square foot for mall shops of $456 versus $378 for Simon and an average of $356 for other public mall companies (CBL, MAC, GGP, RSE as of YE2001)
- Highest average rents among competitors (36% higher than next highest reporting company)
o Portfolio of consistently high-quality assets
o Limited number of upscale mall portfolios due to consolidation trend in sector
- Consistent buyer demand
- Always command premium cap rates
6

PERFORMANCE FACTS
________________________________________________________________[Taubman Logo]__
o 16% FFO per share growth in 2002 (consensus)
- Highest in the sector and one of the highest expected among all REITs
o 81% total return over the past five years ended November 12, 2002
(undisturbed date)
- Outperformed Morgan Stanley REIT Total Return Index (22%)
- Outperformed S&P 500 Total Return Index (4%)
- Outperformed Simon Property Group (63%)
7

PROVEN TRACK RECORD OF OUTPERFORMACE
 Trailing Five-Year Performance (a)
________________________________________________________________[Taubman Logo]__
81% TOTAL RETURN OVER PAST 5 YEARS
[Bar Graph Depicts the Following]

Total Return  Taubman
              Price Appreciation = 24.0%
              Dividend Return = 41.0%
              Sum of 65.0%
              Total Return (with Dividends Reinvested) = 81.6%

              Simon
              Price Appreciation = 15.5%
              Dividend Return = 32.8%
              Sum of 48.3%
              Total Return (with Dividends Reinvested) = 63.3%

              Wilshire REIT
              Price Appreciation = (10.9%)

              RMS
              Total Return (with Dividends Reinvested) = 21.6%

              S&P 500
              4.3%	

[End of Bar Graph]
Taubman Simon Wilshire REIT RMS S&P 500
CAGR 12.3% 9.3% (2.3)% 4.0% 0.9%
12-NOV-1997 TO 12-NOV 2002 (DAY BEFORE SIMON'S PROPOSAL MADE PUBLIC)
(a) SOURCE: FACTSET
8
PROVEN TRACK RECORD OF OUTPERFORMANCE
 Historical Total Returns (a)
________________________________________________________________[Taubman Logo]__
TAUBMAN HAS CONSISTENTLY OUTPERFORMED SIMON AND RELEVANT INDICES
[Bar Graph Depicts the Following]
1-YEAR (2001) CAGR
TCO = 46.6%
SPG = 31.8%
RMS Total Return Index = 12.9%
S&P 500 Total Return Index = (11.9)%
[End of Bar Graph]
[Bar Graph Depicts the Following]
2-YEAR (2000-2001) CAGR
TCO = 27.5%
SPG = 22.3%
RMS Total Return Index = 19.6%
S&P 500 Total Return Index = (10.5)%
[End of Bar Graph]
[Bar Graph Depicts the Following]
3-YEAR (1999-2001) CAGR
TCO = 11.3%
SPG = 10.9%
RMS Total Return Index = 9.2%
S&P 500 Total Return Index = (1.0)%
[End of Bar Graph]
[Bar Graph Depicts the Following]
4-YEAR (1998-2001) CAGR
TCO = 11.8%
SPG = 5.7%
RMS Total Return Index = 4.8%
S&P 500 Total Return Index = 3.2%
[End of Bar Graph]
[Bar Graph Depicts the Following]
5-YEAR (1997-2001) CAGR
TCO = 11.1%
SPG = 10.7%
RMS Total Return Index = 6.3%
S&P 500 Total Return Index = 6.1%
[End of Bar Graph]
(a) SOURCE: FACTSET, CALENDER YEAR BASIS
9

PROVEN TRACK RECORD OF OUTPERFORMANCE
 5-Year Stock Price Comparison - Taubman vs. Simon ________________________________________________________________[Taubman Logo]__
[Line Graph depiciting comparison of indexed stocks prices of Taubman Centers Inc. and Simon Property Group Inc.]
DAILY FROM 12-NOV-1997 TO 12-NOV-2002 (DAY BEFORE SIMON'S PROPOSAL MADE PUBLIC)
10

NO ROADMAP TO COMPLETION
________________________________________________________________[Taubman Logo]__
o Taubman family members, with approximately 30% of total voting power of Company's capital stock, opposed to sale
o Sale or other extraordinary transaction requires 2/3rds affirmative vote
o Offer remains contingent on questionable litigation
o Highly conditional offer; significant risk that offer would not be consummated
o Simon and Westfield attempting to increase control over key markets where they already dominate; potentially raises serious anti-trust concerns
11

SIMON WILLING TO MISREPRESENT TO SERVE OWN END
________________________________________________________________[Taubman Logo]__
o Misleads about Taubman's 1998 restructuring and resulting corporate governance
- One share, one unit, one vote - completely democratic
o Misrepresents Simon's corporate governance structure
- Simon family has extraordinary, undemocratic powers - hard-wired Board seats, absolute veto right over major transactions (including sale)
- Simon publicly denied that these powers exist, then acknowledged it made "a mistake" (New York Times, 12/1/02)
- To date, Simon has not issued a correction
o Mischaracterizes Taubman Centers financial and stock price performance
o Misrepresents David Simon's communication with Robert Taubman
12

SAVVY REAL ESTATE INVESTOR RECOGNIZES TAUBMAN'S VALUE
________________________________________________________________[Taubman Logo]__
o Sheldon M. Gordon, original visionary and designer of The Forum Shops at Caesars in Las Vegas, will invest in Taubman at $24/unit for non-voting units in connection with Company's support of Gordon's potential acquisition of Simon's interest in Forum Shops
- Gordon recognizes Taubman's leasing strengths and unparalleled collection of high-quality assets; believes in Taubman's value and growth plans
o Increases equity base of Taubman under either "buy / sell" scenario
- Equity issuance at a premium to current market price
o Perfect asset fit in "buy" scenario
- Consistent with Taubman management / leasing strengths
- Immediately accretive: $0.06 during first full year
o Management, leasing, development fees
o 12% preferred return on $72 million investment
o At Gordon's insistence, agreement with Taubman contains provisions ensuring that Gordon's partnership with Simon is ended permanently
13

FORUM SHOPS BUY SCENARIO: SIGNIFICANT UPSIDE
________________________________________________________________[Taubman Logo]__
o Substantially Under-Rented
- Extremely high sales levels -- in excess of $1,100 psf
- Relatively low occupancy costs of 12.9% vs. Taubman average of 14.5%
(vs. $456 psf Taubman average sales for 2001)
- Significant near-term rollover at low rents: 131,000 sf over next 5 years
o Tenant Mix
- Will benefit from Taubman's strong luxury tenant relationships
- Increased food and entertainment focus
o Phase III Expansion -- brings the mall directly onto the Strip
- 175,000 additional square feet of prime space
- 10% unleveraged return on conservative rent assumptions
o New Demand/Increase in Core Customers
- Caesars (opening of Celine Dion Theatre)
- Le Reve (new high-end hotel with approximately 2,700 rooms)
- Venetian (new hotel tower with 1,000 additional rooms)
- 5,000 additional rooms in immediate trade area over next 5 years
14

FORUM SHOPS: TRANSACTION STEPS
(Flow Chart Depicts Following:)
________________________________________________________________[Taubman Logo]__

    Gordon              Within 30 Days:           Within 120 Days                New JV to Own Forum
Triggers Buy/Sell        Simon Decides         of Decision: Closing         Shops if Simon Sells to Gordon
_________________       ______________        ______________________        _______________________________

                        Simon decides           Simon sells to Gordon       o Gordon and Taubman form new joint venture
                        to sell                                               - Gordon and Taubman serve as General Partners
                                                                              - Taubman serves as Manager
                                                                            o Ownership: Gordon 66.7%, Taubman 33.3%
                                                                              - Gordon contributes 33.3% interest to
                                                                                Taubman in exchange for Taubman units
                                                                              - Approximately 2.42 million units issued
                                                                              - $24/unit
                                                                            o Gordon units have same attributes as ordinary
                                                                              Taubman units, except:
Gordon triggers         Simon makes no          Under the terms of the        - No voting rights
buy/sell provision      decision within         buy/sell provision, "no       - Very limited rights to sell units for 2 years,
of current partnership  30 day period           decision" by Simon              then on a phased basis over 3 years
agreement with Simon                            results in a Simon sale     o Firm commitment in hand for $385 million
                                                                              mortgage financing
                                                                            o Taubman provides $72 million of preferred
                                                                              equity to JV
                                                                              - 12% coupon, current pay
                                                                              - To be repaid with refinancing proceeds

                                                                            o Gordon invests $50 million cash in Taubman
                                                                              and receives Taubman units:
                                                                              - Approximately 2.08 million units issued
                                                                              - $24/unit
                        Simon decides           Gordon sells to Simon       o Gordon units have same attributes as ordinary
                        to buy                                                Taubman units, except:
                                                                              - No voting rights
                                                                              - Very limited rights to sell units for 2 years,
                                                                                then on a phased basis over 3 years	

15

1998 RESTRUCTURING PROCESS
________________________________________________________________[Taubman Logo]__
GOAL: ESTABLISH GOVERNANCE PACKAGE
CONSISTENT WITH PUBLICLY-TRADED PEERS
o Unanimous approval by independent directors
o Extensive process
o Retained independent legal and financial advisors
o Independent directors represented interests of public REIT shareholders
o Acknowledgement by NYSE that issuance of Series B shares did not require shareholder approval
16

VOTING INTERESTS AND ECONOMIC INTERESTS ARE ALIGNED
________________________________________________________________[Taubman Logo]__
o The 1998 Restructuring aligned the voting interests and economic ownership of all investors in the Taubman Centers business
o The Series B Preferred Stock gave each Unitholder a voting interest in Taubman Centers proportionate to their economic ownership in the consolidated enterprise
o Unitholders vote is equivalent to their ownership of the underlying properties
o Unitholders vote is equivalent to the percentage of the distributions and income that they receive from the operating partnership
o Unitholders vote is equivalent to the percentage of the proceeds that they would receive on any liquidation of the consolidated enterprise
17

OWNERSHIP AND VOTING COMPARISON
________________________________________________________________[Taubman Logo]__

                 PRE-1998 RESTRUCTURING                               POST-1998 RESTRUCTURING
(a)                         Ownership        Voting                                              Ownership        Voting
                            _________        ______                                              _________        ______

  Taubman Family members       18.8%                                  Taubman Family members       29.8%           29.8%

  Other Unitholders             4.6%                                  Other Unitholders             7.5%            7.5%
                               _____                                                               _____           _____

  Taubman Family and                                                  Taubman Family and
   Other Unitholders           23.4%          30.8%                    Other Unitholders           37.3%           37.3%

  GM Pension Trusts            37.2%          30.8%                   GM Pension Trusts              -               -
   Unitholders                                                         Unitholders
                               _____          _____                                                _____          _____
  REIT Shareholders            39.4%(b)       38.4%                   REIT Shareholders            62.7%(c)       62.7% (c)

                              100.0%         100.0%                                               100.0%         100.0%	

(a) Indicates voting rights via member seats on the Partnership Committee; Taubman family members and other unitholders represented 4 members out of 13, GM Pension Trusts represented 4, and REIT Shareholders represented 5.
(b) Includes approximately 6.3% ownership held by GM Pension Trusts in REIT shares.
(c) Includes approximately 9.9% ownership held by GM Pension Trusts in REIT shares.
18

OWNERSHIP AND VOTING STRUCTURE TODAY
________________________________________________________________[Taubman Logo]__
CURRENT OWNERSHIP STRUCTURE (15-NOV-2002) (a)
[Pie Graph Depicts the Following]
Taubman family members own 30.1% of Common Units Taubman family members own 0.6% of Common Shares Other REIT Shareholders own 61.3 % of Common Shares Non-Family Directors and Officers own 0.3% of Common Shares Non-Family Directors and Officers own 0.2% of Common Units Non-Family Unitholders own 7.6% of Common Units
[End of Graph]
CURRENT VOTING STRUCTURE (15-NOV-2002) (a)
[Pie Graph Depicts the Following]
Taubman family members own 30.1% of Series B Preferred Shares Taubman family members own 0.6% of Common Shares Other REIT Shareholders own 61.3% of Common Shares Non-Family Unitholders own 7.6% of Series B Preferred Shares Non-Family Directors and Officers own 0.3% of Common Shares Non-Family Directors and Officers own 0.2% of Series B Preferred Shares
[End of Graph]
(a) SOME PERCENTAGES MAY NOT APPEAR TO SUM CORRECTLY DUE TO ROUNDING.
19

GOVERNANCE COMPARISON TODAY (a)
________________________________________________________________[Taubman Logo]__

                          TAUBMAN                    SIMON
________________________________________________________________________________

Family Equity Ownership   >30%                       ~15%

Board of Directors        Series B Preferred         Simon family can appoint
                          Shareholders (including    four of thirteen directors.
                          family members) can        DeBartolo family can
                          nominate, but not          appoint two directors
                          appoint, four of
                          nine directors

Sale or Merger of         Taubman family members     Simon family has absolute
REIT (and other           vote pro rata with         veto power
extraordinary             ownership ownership
transactions)

Vote as a Separate        No                         Yes
Class	

(a) Based on current ownership levels. 20

BACK TO BUSINESS
________________________________________________________________[Taubman Logo]__
o No roadmap to completion
o Simon's unsolicited offer is a distraction and a waste of both companies' time and resources
o Board unanimously rejected Simon's revised offer as inadequate, opportunistic and clearly not in the best interests of shareholders
o It's time to get back to business
21