Edgar Filing: TAUBMAN CENTERS INC

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[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

TAUBMAN CENTERS INC.
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(Name of Registrant As Specified In Its Charter)
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(Name of Person(S) Filing Proxy Statement, If Other Than The Registrant)

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THIS REVOCATION SOLICITATION STATEMENT WILL BE REVISED TO REFLECT ACTUAL
FACTS AT THE TIME OF FILING OF DEFINITIVE MATERIALS. NO WHITE REVOCATION CARD
WILL ACCOMPANY THESE MATERIALS UNTIL DEFINITIVE MATERIALS ARE DISTRIBUTED.

Preliminary Revocation Solicitation Statement

Dated May , 2003

Subject to Completion

Revocation Solicitation Statement
By
Taubman Centers, Inc.
In Opposition To The
Solicitation of Agent Designations

By Simon Property Group, Inc.,

Simon Property Acquisitions, Inc

and Westfield America, Inc.

To Call a Special Meeting of
Taubman Centers, Inc.
Shareholders

This Revocation Solicitation Statement (this "Revocation Solicitation
Statement") and the accompanying WHITE revocation card are being furnished by
the Board of Directors (the "Board") of Taubman Centers, Inc., a Michigan
corporation (the "Company"), to the holders of the outstanding shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), and the
outstanding shares of the Company's Series B Non-Participating Convertible
Preferred Stock (the "Series B Preferred Stock"), in connection with the
solicitation by the Board of revocations of Agent Designations ("Revocations")
in opposition to the solicitation by Simon Property Group, Inc., a Delaware
corporation ("Simon"), Simon Property Acquisitions, Inc., a wholly owned
Subsidiary of Simon ("Offeror") and Westfield America, Inc. ("Westfield") of
Appointments of Designated Agents ("Agent Designations") to call a special
meeting of the stockholders of the Company (the "Special Meeting") to act on a
proposal, as further described herein (the "Simon Solicitation"). In addition,
Simon and Westfield have stated that they may attempt to cause additional
proposals to be brought before the Special Meeting. The Simon Solicitation is
part of Simon's ongoing attempt to acquire the Company by tender offer, in which
Simon, the Offeror and Westfield have offered to pay $20.00 net to the seller in
cash, without interest thereon, for each Common Share on the terms and
conditions set forth in Simon's offer, dated December 5, 2002, and in the
related letter of transmittal (the "Simon offer"), as amended by a Supplement
thereto dated January 15, 2003 and a related revised letter of transmittal
(which, together with any supplements or amendments, collectively constitute the
"Revised Offer").

According to the Simon Solicitation, Simon, the Offeror and Westfield are
soliciting Agent Designations from the holders of outstanding shares of Common
Stock and Series B Preferred Stock to call a Special Meeting. According to the
Simon Solicitation, at the Special Meeting, Simon, the Offeror and Westfield
will, among other things, ask you to consider and vote upon a proposal to amend
the Company's Restated Articles of Incorporation to provide that the purchase by
the Offeror and Westfield of all of the shares of Common Stock tendered

pursuant to the Revised Offer would not trigger the Excess Share Provision (as
defined below) (the "Excess Share Proposal"). Additionally, Simon and Westfield
have said that they may attempt to cause additional proposals to be brought
before the Special Meeting.

Simon and Westfield had previously abandoned their stated intention to
call a Special Meeting. However, they have reinstated their effort to call a
Special Meeting in light of the Amended Opinion and Order (the "Amended Order")
issued by the United States District Court for the Eastern District of Michigan
(the "Court") on May 8, 2003, which is described under "Litigation" below. The
Company strongly believes that the Amended Order was incorrect, is appealing the
Amended Order to the United States Court of Appeals for the Sixth Circuit, and
has moved for a stay of the Amended Order pending appeal. If the stay is
granted, the Company expects that Simon and Westfield will once again abandon
their efforts to call the Special Meeting.

The Board has considered and evaluated the Simon Offer, the Revised Offer
and the Simon Solicitation. The Board determined that both the Simon offer and
the Revised Offer are inadequate and opportunistic, and that holding the Special
Meeting would not be in the best interests of the Company or its shareholders.
The Board unanimously recommends that holders of shares of Common Stock DO NOT
tender into the Revised Offer and DO NOT provide any Agent Designations to
Simon, the Offeror and Westfield pursuant to the Simon Solicitation.

THE BOARD OF DIRECTORS OPPOSES THE SOLICITATION BY SIMON, THE OFFEROR AND
WESTFIELD. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU NOT SIGN ANY GREEN AGENT
DESIGNATION SENT TO YOU BY SIMON, THE OFFEROR AND WESTFIELD. WHETHER OR NOT YOU
HAVE PREVIOUSLY EXECUTED A GREEN AGENT DESIGNATION, THE BOARD OF DIRECTORS URGES
YOU TO SIGN, DATE AND DELIVER THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS
POSSIBLE, BY MAIL (USING THE ENCLOSED ENVELOPE) TO THE COMPANY'S INFORMATION
AGENT, INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, NEW YORK, NEW YORK,
10022.

If you have previously signed and returned any Agent Designation, you have
every right to change your mind and revoke the Agent Designation by signing,
dating and returning the enclosed WHITE revocation card (the "Revocation Card").
We urge you to consider this matter carefully, as there will be no meeting at
which to revoke any Agent Designation. A stockholder's revocation of a
previously executed GREEN Agent Designation card will have the effect of
opposing Simon, the Offeror and Westfield's attempt to compel the Company to
call the Special Meeting. If you have not previously executed an Agent
Designation, your WHITE Revocation Card will have no legal effect in determining
whether the Company must call the Special Meeting.

IF YOUR SHARES ARE HELD OF RECORD BY YOUR BANK OR BROKERAGE FIRM, ONLY
THAT FIRM CAN EXECUTE YOUR WHITE REVOCATION CARD, AND YOU SHOULD, ACCORDINGLY,
CALL YOUR BANK OR BROKER WITH YOUR INSTRUCTIONS TO EXECUTE YOUR WHITE REVOCATION
CARD.

-2-

The Company is not currently seeking your proxy with respect to any merger
or other business combination, the election or removal of any person to or from
the Board, or any other matter. THE COMPANY IS SEEKING ONLY A REVOCATION OF
AGENT DESIGNATIONS RELATING TO THE CALLING OF THE SPECIAL MEETING. To the extent
that the Special Meeting is called, you will receive proxy statements from the
Company (and from Simon, the Offeror and Westfield) discussing in detail the
issues that will be voted upon at any such meeting.

This Revocation Solicitation Statement and WHITE REVOCATION CARD are being
mailed to shareholders on or about May , 2003.

IF YOU HAVE ANY QUESTIONS OR NEED ANY ASSISTANCE IN REVOKING AN AGENT
DESIGNATION YOU MAY HAVE GIVEN TO SIMON OR WITHDRAWING YOUR SHARES FROM THE
REVISED OFFER PLEASE CONTACT OUR INFORMATION AGENT:

Innisfree M&A Incorporated
at
501 Madison Avenue
New York, New York 10022
or
Call Toll-Free: (877) 750-9496

-3-

Why Are We Opposing The Simon Solicitation?

According to the Simon Solicitation, Simon and Westfield are soliciting
Agent Designations from the holders of outstanding shares of Common Stock and
Series B Preferred Stock to call a Special Meeting. According to the Simon
Solicitation, at the Special Meeting, Simon and Westfield will, perhaps among
other things, ask you to consider and vote upon a proposal to amend the
Company's Restated Articles of Incorporation to provide that the purchase by the
Offeror and Westfield of all of the shares of Common Stock tendered pursuant to
the Revised Offer would not trigger the Excess Share Provision.

After careful consideration of the Revised Offer, the Board has determined
that it is inadequate and not in the best interest of the Company's
shareholders. In reaching this conclusion, the Board considered numerous factors
including its beliefs that now is not the best time to sell the Company, that
the Company's current stock price does not reflect the value of the Company's
assets or growth potential, that Simon's and Westfield's approaches to managing
and developing their properties is inconsistent with the Company's strategy and
is not likely to yield the maximum value for the Company's assets, and that the
hostile nature of the Revised Offer, when coupled with what we believe to be a
low likelihood of its being completed, makes it an unnecessary expense and
disruption that is detrimental to both companies.

THE SIMON SOLICITATION IS A COMPONENT OF SIMON'S AND WESTFIELD'S ATTEMPT
TO ACQUIRE THE COMPANY; IT IS DESIGNED TO FACILITATE SIMON'S AND WESTFIELD'S
HIGHLY CONDITIONAL HOSTILE TAKEOVER OFFER. IN LIGHT OF THE BOARD'S CONCLUSION
THAT THE REVISED OFFER IS INADEQUATE, THE BOARD RECOMMENDS THAT SHAREHOLDERS NOT
RETURN THE AGENT DESIGNATIONS REQUESTED BY SIMON, THE OFFEROR AND WESTFIELD.

Excess Share Proposal

The Company's Restated Articles of Incorporation have, since the Company's
initial public offering in 1992, included a provision that prevents any person
or group from beneficially or constructively owning capital stock representing
more than 8.23% of the total value of the Company's capital stock (the
"Ownership Limit"). The Board, in certain circumstances, can increase the
Ownership Limit to 9.9%. Shares owned in excess of the Ownership Limit are
considered "Excess Shares" under the Company's Restated Articles of
Incorporation and are transferred to a designated agent of the Company (the
"Excess Share Provision"). The designated agent upon delivery of the shares must
immediately sell such shares and donate any proceeds over the price the acquiror
paid for the shares to charity. Consummation of the Revised Offer is conditioned
upon the Offeror and Westfield being satisfied, in their sole discretion, that
the Offeror and Westfield may purchase all of the Shares tendered pursuant to
the Revised Offer without triggering the Excess Share Provision.

The Excess Share Proposal requires the affirmative vote of over two-thirds
of the voting power of the Company's capital stock. Certain members of the
Taubman family, shareholders holding approximately 30% of the voting power of
the Company's capital stock, have previously announced their opposition to the
Revised Offer and any action which would facilitate the offer.

-4-

As described under "Litigation," the Court, in its Amended Order, found that in
November 2002, members of the Taubman family formed a group under the Michigan
Control Share Acquisitions Act that acquired all of the shares owned by the
members of the group, and the Court has issued a preliminary injunction against
the voting of all shares held by those and other shareholders. The Company
strongly believes that the Amended Order was incorrect, and is appealing the
Amended Order to the United States Court of Appeals for the Sixth Circuit. The
Company has also moved for a stay of the Amended Order pending appeal. If the
Company is successful in its appeal, and Simon proceeds with the calling of a
Special Meeting, the Excess Share Proposal is not likely to be approved by the
shareholders.

-5-

Background and Purpose of This Solicitation

On October 16, 2002, David Simon, the Chief Executive officer of Simon
faxed to the Company a letter requesting an opportunity to meet with Robert S.
Taubman, Chairman, President and Chief Executive officer of the Company for the
purposes of presenting a proposal to acquire Taubman Centers. Later that day,
Mr. Simon's office called to confirm that the fax had been received. The
following is a copy of the letter:

October 16, 2002

Robert S. Taubman
Chairman of the Board, President
and Chief Executive officer
Taubman Centers, Inc.
200 East Long Lake Road, Suite 300
Bloomfield Hills, Michigan 48303

Dear Bob:

As you know from our conversations over the last few years, I have
long admired Taubman Centers, Inc. and the wonderful portfolio of
properties built by you and your family. I would like to discuss with you
Simon Property Group's proposal to acquire immediately all of the publicly
traded stock of Taubman Centers, Inc. for cash consideration that
represents an attractive premium to your common shareholders. In addition,
if your limited partners decide to participate, we will make an equally
attractive offer to combine their holdings into Simon's operating
partnership on a basis that affords both tax efficiencies and liquidity.

We believe that a business combination of Simon and Taubman is
compelling, and most importantly, will produce substantial and immediate
value for your shareholders. In addition, your limited partners will have
the opportunity to convert their holdings to units in the Simon operating
partnership on the same economic basis or choose to remain limited
partners in the Taubman partnership. It is my personal hope that you, your
family and Taubman's board will share our enthusiasm for a combination of
our companies and that we can move forward quickly.

Because of the importance of this matter, I would like to present
this proposal to you in person as soon as possible. At our meeting, I will
be prepared to discuss price and other specific components of our
proposal, and address any questions you may have about the transaction. I
will contact you shortly to arrange a meeting.

Sincerely,

/s/ DAVID SIMON
------------------------------
David Simon

On October 21, 2002, Mr. Taubman, spoke via telephone with Mr. Simon. On
that telephone call Mr. Simon presented the possibility for Simon to acquire the
Company including

-6-

the possibility of entering into a joint venture with the Taubman family
pursuant to which Simon 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 sale of the Company at this time, he would discuss the matter with
the Board. After this conversation, the Mr. Taubman contacted each of the
directors individually to inform them of the letter and the conversation.

On October 22, 2002, Mr. Simon sent the following letter which was
received by Mr. Taubman on October 22, 2002:

VIA OVERNIGHT MAIL

October 22, 2002

Robert S. Taubman,
Chairman of the Board, President
and Chief Executive officer
Taubman Centers, Inc.
200 East Long Lake Road, Suite 300
Bloomfield Hills, Michigan 48303

Dear Bob:

I am genuinely disappointed by your response to my October 16, 2002
letter, your refusal to meet with me, and your decision to reject
out-of-hand our proposal to buy the public shares of Taubman Centers, Inc.
(the "Company") at a very significant premium to their current market
price. At a minimum, I thought you would want to meet with me to discuss
the specifics of our proposal. Given the current state of the financial
markets and considering Simon's financial wherewithal and our demonstrated
ability to close deals and add value, our proposal represents a financial
opportunity for your shareholders that merits careful consideration.

Although I very much wanted to describe our proposal to you in
person, I am instead setting out its basic terms in this letter, so that
you and your board can review it carefully. We are prepared to pay $17.50
for each share of Company common stock in cash. We are also willing to
provide equivalent value to the holders of all outstanding limited
partnership interests in The Taubman Realty Group Limited Partnership (the
"Operating Partnership") and allow them to exchange those interests for
limited partnership units in Simon's operating partnership on a tax
efficient basis, or, at their option, remain limited Partners in your
Operating Partnership.

Specifically, Simon would acquire all of the Company's outstanding
publicly held common stock pursuant to a merger agreement. The individual
steps to accomplish this merger would be as follows:

1. Simon (or its affiliate) would make a tender offer to
purchase all of Taubman's common stock for $17.50 per share, net to
each seller in cash.

-7-

2. As promptly as practicable after consummation of the tender
offer, an affiliate of Simon would merge with the Company, and each
non-tendering share of Company common stock would be converted into
the right to receive $17.50 per share in cash.

We are also prepared to purchase, either for cash or through an
exchange of partnership interests, all limited partnership interests in
the Operating Partnership, which would include the acquisition of the
Company's Series B preferred stock. However, if your family and the other
limited partners would prefer to remain limited partners in the Operating
Partnership, we are prepared to accommodate that desire while at the same
time making our proposal available to holders of the Company's publicly
held common stock.

Our $17.50 per share all cash offer represents a price never before
realized in the Company's ten year trading history and affords your
shareholders a 30% premium to today's closing price, as well as a premium
to Wall Street's consensus net asset value for the Company. This proposal
is NOT subject to the receipt of financing or any due diligence
investigation of the Company and its subsidiaries or any requirement that
the limited partners exchange their interests.

We are well aware that the Company's charter contains an "excess
share provision" that prohibits the purchase of more than 8.23% of the
aggregate value of the Company's stock and that the board of directors can
only waive application of this provision to permit a purchase of up to
9.9% of aggregate value. This provision, ostensibly for the purpose of
preserving the Company's status as a REIT, goes well beyond what is
necessary for that purpose and stands between the Company's shareholders
and their ability to realize a substantial premium for their shares. Our
proposal, therefore, must be conditioned on the inapplicability of the
Company's excess share provision to our bid. In this regard, we note that
Simon's acquisition of Company securities need NOT jeopardize the
Company's status as a REIT, and we therefore believe that the Company's
board of directors, as fiduciaries, must take steps to amend the Company's
charter to allow our proposal to go forward for the benefit of the
Company's common shareholders. We also believe it is the responsibility of
the holders of the Series B Preferred Stock to approve such an amendment
so as not to impede the ability of the Company's common shareholders to
receive a significant premium, particularly given the fact that our
proposal allows the limited partners of the Operating Partnership the
option to either convert their holding on a tax efficient basis or remain
in their existing structure.

While this letter outlines the basic terms of our proposal, we are
ready to work diligently with you and your team to finalize all other
terms of the deal.

Bob, I know this is a difficult subject for you personally, but our
proposal, which is intended to bring immediate and substantial value to
the Company's shareholders, warrants your serious and immediate attention.
I am confident that given the opportunity to meet with you, we could
finalize a mutually beneficial transaction between our two companies.

-8-

I will call you in the next few days, giving you sufficient time to
review this letter, so that we can agree on a time and place for a
meeting.

Sincerely,

/s/ DAVID SIMON
------------------------------
David Simon
Chief Executive officer

On October 28, 2002, the Board of Taubman Centers met with the Company's
management and Goldman, Sachs & Co. ("Goldman Sachs"), the Company's financial
advisors, as well as with legal advisors to discuss Simon's unsolicited
proposal. The Board reviewed the proposal, and received advice from Mr. Taubman
that the Taubman family had no interest in pursuing a sale of the Company and
intended to use its significant stake in the Company to oppose the proposed
transaction if it were put to a vote. The Board unanimously decided that the
Company was not for sale, and that discussions as to Simon's proposal would be
unproductive, and authorized the delivery of a letter to Simon communicating its
determination. The Board also authorized the issuance of a press release in the
event that Simon publicly disclosed his proposal.

Following the board meeting on October 28, 2002, Mr. Taubman called Mr.
Simon and informed him that the Board had met and was unanimous in its
conclusion that the Company had no interest in pursuing a sale transaction, and
that discussion as to any such transaction would be unproductive.

Mr. Taubman sent a copy of the following letter to Mr. Simon:

David Simon
Chief Executive officer
Simon Property Group
115 West Washington Street
Indianapolis, Indiana 46204

Dear David,

This will respond to your letter dated October 22, 2002. The Board
of Directors of Taubman Centers has met and with the advice of its outside
financial and legal advisors, has considered your unsolicited proposal.
The Board is unanimous in concluding that the company has no interest
whatsoever in pursuing a sale transaction, and that discussion as to such
a transaction would not be productive.

Sincerely,

/s/ ROBERT S. TAUBMAN
------------------------------
Robert S. Taubman
Chairman, President and
Chief Executive officer

-9-

On November 1, 2002, Mr. Simon's office called Mr. Taubman's office
requesting a meeting with Mr. Taubman during the upcoming NAREIT national
conference.

On November 5, 2002, in response to Mr. Simon's request of November 1,
2002, Mr. Taubman conveyed in a telephone conversation with Mr. Simon that he
would be willing to meet with Mr. Simon but that the Company's position had not
changed since they last spoke and that he did not think it would be productive
to discuss the contents of Mr. Simon's recent letters to Mr. Taubman.

On November 6, 2002, at the NAREIT national conference Mr. Simon
reiterated his interest in acquiring the Company and Mr. Taubman again informed
him that the Company's board had met and the Company had no interest in pursuing
a sale transaction.

On November 13, 2002, David Simon sent a letter to the Board of Directors
of the Company, which was made public in an 8-K filing of the same date:

Dear Members of the Board of Directors:

As you may know, we recently made a written offer to Robert S.
Taubman to pay $17.50 in cash for each share of Taubman Centers, Inc. (the
"Company") common stock. Our all-cash offer would deliver to all Taubman
shareholders a substantial premium -- approximately 18% above yesterday's
closing price and 30% above the price on the day we initially made our
offer -- and it exceeds the highest price at which Taubman shares have
ever traded. Our offer represents a compelling strategic and financial
transaction that would produce substantial and immediate value for all of
your shareholders. We can move quickly since our offer is not subject to
the receipt of financing or any due diligence investigation of the
Company.

On several occasions, we have communicated our offer to Mr. Taubman
and suggested that we have an opportunity to discuss it with the members
of Taubman's board of directors. We wrote Mr. Taubman on October 16, 2002,
to request a meeting to present our offer. He refused to meet. On October
22, 2002, we again wrote Mr. Taubman, this time setting forth the basic
terms of our offer. Once again, he refused even to have a discussion,
writing to us on October 28, 2002, that "the Company has no interest
whatsoever in pursuing a sale transaction...."

We are dismayed that Mr. Taubman continues in his refusal even to
discuss our offer -- or indeed any sale transaction, particularly in light
of the fact that we have expressed a willingness to be very flexible with
respect to the structure of the proposed transaction. The offer is not
conditioned upon any participation by the Taubman family. Instead we have
agreed to accommodate any desire by the Taubman family to retain its
economic interest in the Taubman Realty Group Limited Partnership, or, at
their option, to participate in the transaction, and receive either cash
or equivalent value for their existing partnership interests by exchanging
them on a tax efficient basis for partnership interests in the Simon
operating partnership.

Since the Taubman family can choose to (1) retain its current
Taubman partnership units, (2) convert into Simon partnership units, or
(3) sell for cash, we can

-10-

only conclude that Mr. Taubman's refusal even to discuss our offer
reflects the Taubman family's desire not to permit the Company to be sold
under any circumstances. While it is entirely appropriate for the Taubman
family to retain the right to choose between various options with respect
to the treatment of its own partnership units, it is improper for these
insiders to prevent public shareholders from choosing to receive a premium
for their shares.

Mr. Taubman apparently believes the Taubman family is not
accountable to the public shareholders because of the family's claimed
blocking position -- via the Series B preferred stock -- which was
surreptitiously issued in a "restructuring" transaction many years after
the Company's initial public offering without either proper disclosure or
a shareholder vote. We question both the propriety and validity of a
transaction which attempts to transfer to the Taubman family control and a
permanent veto over material decisions that rightfully belong to the
public shareholders of Taubman -- such as an all-cash, premium offer to
acquire the Company.

The effect of the Series B preferred stock, for which the Taubman
family paid a total of only $38,400.00, is to disenfranchise the public
shareholders. This entrenchment device is a permanent corporate governance
defect embedded in the Company's structure -- and it continues to hurt the
public shareholders. Indeed, between the time the Series B shares were
issued to the Taubman family in 1998 and our October 22 offer letter, the
price of Taubman common shares has fallen by 4%.

We understand that the obstacles created in the governance structure
by the Taubman family, at the expense of the public shareholders, are
significant. However, with the cooperation of the Board of Directors,
acting as fiduciaries for the common shareholders, we believe these
obstacles are surmountable. We also trust that undisclosed economic or
governance burdens have not been, and will not be, imposed on Taubman in
response to our offer or otherwise. We hope the Board will agree with us
that our offer provides an excellent opportunity for Taubman shareholders
to realize immediate liquidity and full value for their shares to an
extent not likely to be available to them in the marketplace or in any
alternative transaction. At a time when good corporate governance is
particularly important to investors, we seek your help in restoring the
rights of the public shareholders of Taubman.

We prefer to complete this acquisition through a negotiated
transaction. We stand ready to make a detailed presentation of our offer
to the Board and to answer any questions you may have.

Very truly yours,

/s/ DAVID SIMON
------------------------------
David Simon
Chief Executive officer

-11-

On November 13, 2002 the Company issued the following press release:

Bloomfield Hills, Michigan, November 13, 2002 -- Taubman Centers,
Inc. (NYSE: TCO) confirmed today that it has received an unsolicited
proposal from Simon Property Group, Inc. (NYSE: SPG) seeking to acquire
control of the Company. Taubman Centers said that its Board of Directors
had previously met and, with the advice of its outside financial and legal
advisors, had considered the proposal. The Board unanimously concluded
that Taubman Centers has no interest in pursuing a sale transaction and
that discussions regarding such a transaction would not be productive.

The Taubman family, large economic stakeholders with voting control
of more than 30% of Taubman Centers, has also confirmed that it has no
interest in pursuing a sale of the Company. A sale or other extraordinary
transaction would require a 2/3rds affirmative vote.

The Company stated, "The Taubman Centers Board of Directors has
unanimously rejected this proposal. In addition, the Taubman family has
informed the Board that it is categorically opposed to the sale of the
Company. Given the family's position, any efforts to purchase Taubman
Centers would not be productive." Goldman, Sachs & Co. is acting as
financial advisor and the law firm of Wachtell, Lipton, Rosen & Katz is
acting as legal advisor.

On December 5, 2002, Simon commenced the offer and on December 5, 2002,
Simon and the Offeror filed the Complaint in the United States District Court
for the Eastern District of Michigan against the Company, the Company Board and
certain members of the Taubman family.

On December 10, 2002 the Board met with the Company's management, Goldman
Sachs, and legal advisors to discuss the offer. The Board reviewed the offer
with counsel and management and received the opinion of Goldman Sachs that the
offer was inadequate. The Board unanimously resolved to recommend that the
Company's shareholders reject the offer. The Board also amended the Company's
by-laws to opt-out of the Michigan Control Share Acquisition Act, and make
certain other procedural changes including requiring advance notice for
shareholder nominations and proposals. On December 11, 2002, the Company filed
the Board's recommendation on Schedule 14D-9.

On December 16, 2002, Simon filed preliminary proxy materials with the SEC
to call a Special Meeting, at which meeting Simon would ask the Company's
shareholders to adopt a proposal to amend the Company's Restated Articles of
Incorporation to provide that the purchase by the Offeror of all of the Shares
tendered pursuant to the Simon offer would not trigger the Excess Share
Provision, and a proposal urging the Company Board to pass a resolution
approving the Simon offer in order to satisfy the Business Combination Condition
if the Company Board opts into the Michigan Business Combination Act.

On December 20, 2002, the Board met with its legal and financial advisors
and considered the Simon Solicitation and the proposals which Simon seeks to put
before a shareholder meeting. The Board unanimously resolved to recommend that
shareholders revoke any Agent Designations and if a special meeting were called,
to vote against Simon's proposals.

-12-

In addition, the Board also amended the Company's by-laws to specify in more
detail the timing and procedures that would apply to a special meeting requested
by the shareholders.

On January 13, 2003, the Company announced that Sheldon M. Gordon, along
with his affiliates, had agreed to make an investment in the Company and that
Gordon and the Company had come to an agreement relating to Gordon's potential
acquisition of Simon's interest in The Forum Shops in connection with Gordon's
initiation of the buy/sell mechanism of the Forum Shops partnership agreement.

On January 15, 2003 Simon and Westfield announced that Westfield had
joined the offer, that the offer Price was increased to $20.00 per share, that
the expiration date of the offer was extended until February 14, 2003, and that
unless two-thirds of the outstanding Common Stock were tendered and not
withdrawn prior to midnight on February 14, 2003, Simon and Westfield will
withdraw the Revised Offer and terminate their efforts to acquire the Company.

On January 20, 2003, the Board of Directors met to review the terms of and
consider the Revised Offer with its financial and legal advisors. The Board of
Directors also received and considered updates of recent operational and
financial developments concerning the Company. At such meeting, the Board, after
receiving advice from its legal and financial advisors, unanimously determined
that it would be in the best interests of the Company and its stockholders to
reject the Offeror and Westfield's unsolicited Revised Offer. On January 21,
2003, the Company filed the Board's recommendation on an amendment to the
Company's schedule 14D-9.

On February 10, 2003 the Company announced the expansion of its existing
Common Share repurchase program by $100 million. Purchases of Common Stock by
the Company will be financed through its general corporate funds including funds
received from an anticipated $50 million investment in the Company by Sheldon M.
Gordon in connection with the Forum Shops transaction. Depending upon the amount
of purchases and other factors, the Company may also borrow funds under its line
of credit. Each member of the Taubman family separately agreed that any increase
in its respective relative voting power caused by a reduction in the Company's
shares outstanding would be voted proportionate with all votes cast with respect
to any matter to be voted upon the result of which would satisfy or frustrate
any of the current conditions to the Revised Offer, such that the share
repurchase program will not affect the outcome of any such vote.

On February 13, 2003 the Company announced that Simon had formally
notified Gordon in a letter dated February 7, 2003 that it would buy Gordon's
stake in the Forum Shops. The Company also announced that upon closing of the
transaction, Gordon, along with his affiliates, will invest, on an after-tax
basis, $50 million of the cash proceeds in the Company in exchange for 2.08
million of the Company's operating partnership units at $24 per unit. Gordon's
operating partnership units will have the same attributes as ordinary units,
except that they will not have voting rights and Gordon will have very limited
rights to sell these units for two years, and thereafter on a phased basis over
a three-year period.

On February 17, 2003, Simon and Westfield announced that 85% of the
Company's outstanding shares of Common Stock representing 53% of the Company's
voting power had

-13-

been validly tendered and not withdrawn prior to midnight on February 14, 2003,
and that the expiration date of the Revised Offer was extended to 12:00 midnight
New York City time on March 28, 2003.

On February 21, 2003, Simon and Westfield filed amended preliminary proxy
materials with the SEC with respect to the Simon Solicitation. According to the
Simon Solicitation, Simon and Westfield would ask the Company's shareholders to
adopt a proposal to amend the Company's Restated Articles of Incorporation to
provide that the purchase by the Offeror and Westfield of all of the Shares
tendered pursuant to the Revised Offer would not trigger the Excess Share
Provision.

On February 26, 2003, Simon and Westfield sent a letter to the independent
members of the Company Board:

Dear Independent Members of the TCO Board of Directors:

Simon Property Group, Inc. and Westfield America, Inc. have
offered to purchase all common shares of Taubman Centers, Inc. for
$20.00 per share in cash. As you know, approximately 85% of TCO common
shares were tendered into our offer, an overwhelming shareholder
mandate.

The TCO Board has stated that the SPG/Westfield offer cannot be
successful because the Taubman family is opposed to the offer. We believe
that the TCO Board has a duty to act independently and take all necessary
steps to remove the impediments to our $20.00 cash per share offer. The
TCO Board should be proactive and seek to resolve any conflicting
objectives and interests of the Taubman family and the TCO common
shareholders.

As holders of units in the Taubman Operating Partnership, the
Taubman family has financial interests that differ significantly from
those of the TCO common shareholders. SPG and Westfield have repeatedly
indicated a willingness to negotiate with the TCO Board and the Taubman
family specific solutions that would address the Taubman family's unique
tax and economic situation.

SPG and Westfield continue to be willing to discuss solutions to the
conflicting interests of TCO common shareholders and the Taubman Operating
Partnership unitholders, so long as the TCO common shareholders receive
$20.00 cash per share. Solutions to be discussed could take several forms,
including unitholders retaining their interests in the Taubman Operating
Partnership, or exchanging Taubman Operating Partnership units for units
in the partnerships of either SPG and/or Westfield. Alternatively, we can
discuss a structure that would give Taubman unitholders, including the
Taubman family, ownership and management of shopping center assets under
the Taubman name proportionate to their economic interests in the Taubman
Operating Partnership based on a value of $20.00 per Operating Partnership
unit. To safeguard the integrity of the process, any agreed upon solution
should be approved by TCO's common shareholders.

-14-

Contrary to the assertions in TCO's press releases, there is a path
to completing our offer. The most appropriate path is through you, the
independent directors of TCO, who are fiduciaries and guardians of the
interests of the public shareholders. We urge the TCO Board to take a more
active and independent role and accept our invitation to discuss the
solutions referred above and the facilitation of our $20.00 all cash
offer.

While we remain committed to discussions, we are also determined to
take steps to amend the excess share provision in TCO's charter which is
the primary impediment to the successful completion of our offer.
Accordingly, we intend to propose, at the upcoming annual meeting of TCO,
that the excess share provision in the TCO charter be amended to allow SPG
and Westfield to purchase the TCO common shares tendered into the offer.

Very truly yours,

/s/ David Simon /s/ Peter Lowy
------------- ---------------

David Simon Peter Lowy

On March 4, 2003, the Board of Directors sent a letter to David Simon, the
Chief Executive Officer of Simon and Peter Lowy, the Chief Executive Officer of
Westfield in response to their letter received February 27, 2003.

March 4, 2003

Mr. David Simon
Simon Property Group, Inc.
115 West Washington Street
Indianapolis, Indiana 46204

Mr. Peter Lowy
Westfield America Trust
100 William Street
Sydney NSW 2011
Australia

Gentlemen:

We are in receipt of your February 27, 2003 letter. We have unanimously
rejected your $20 per share offer as inadequate and not in the best
interests of the shareholders of Taubman Centers. The Board's
recommendation was made after thorough consideration of your offer and
consultation with our financial and legal advisors. We took many factors
into account, which are set forth in the Company's Schedule 14D-9.

-15-

We have acted in an informed and deliberate manner in full consideration
of the best interests of all the Company's shareholders. We are not
prepared to recommend to the shareholders the sale of this Company at an
inadequate price. Nor do we believe that maximum value will be realized by
selling the Company at this time. We are unanimous in that view.

Very truly yours,

/s/ Dr. Graham T. Allison /s/ Allan Bloostein /s/ Jerome A. Chazen
Dr. Graham T. Allison Allan Bloostein Jerome A. Chazen

/s/ S. Parker Gilbert /s/ Peter Karmanos, Jr. /s/ Lisa A. Payne
S. Parker Gilbert Peter Karmanos, Jr. Lisa A. Payne

/s/ Robert S. Taubman /s/ William S. Taubman
Robert S. Taubman William S. Taubman

On March 18, 2003, Simon and Westfield announced their intention to
propose four nominees to the Companys Board at the Company's 2003 Annual
Meeting.

On March 21, 2003, Simon and Westfield filed a Preliminary Proxy Statement
relating to their proposed nominees and their presentation of the Excess Share
Proposal for approval at the 2003 Annual Meeting.

On March 28, 2003, Simon and Westfield announced their four nominees by
filing a Preliminary Proxy Statement on Form 14A. This Preliminary Proxy
Statement also presented the Excess Share Proposal for approval at the 2003
Annual Meeting.

On March 31, 2003, Simon and Westfield announced that the expiration date
of the Revised Offer had been extended to 12:00 midnight, New York City time, on
May 30, 2003, and that approximately 40 million shares of the 84 million shares
of Taubman Centers voting stock representing 48% of the Company's voting power
were tendered into the Revised Offer.

On April 24, 2003, the Company announced the appointment of Myron E.
(Mike) Ullman, III as an independent member of the Company's Board to fill the
existing vacancy in the class of directors whose term will expire in 2005.

On May 1, 2003, The United States District Court for the Eastern District
of Michigan issued an Opinion and Order, and On May 8, 2003, the Court issued an
Amended Opinion and Order which superseded the May 1, 2003 ruling and is
described under "Litigation" below.

On May 2, 2003, Sheldon M. Gordon, along with his affiliates, invested
$50 million in the Operating Partnership in exchange for 2.08 million
partnership units at $24 per share. As noted, these

-16-

operating partnership units have the same attributes as existing partnership
units, except that they do not have voting rights with respect to the Company,
and the holders have very limited rights to exchange these units for Common
Stock until December 31, 2004. On January 1, 2005, the ability to exchange any
outstanding units for Common Stock vests over a three-year period.

On May 12, 2003, Simon and Westfield filed amended preliminary proxy
materials with the SEC with respect to the Simon Solicitation. According to the
Simon Solicitation, Simon and Westfield will ask the Company's shareholders to
adopt a proposal to amend the Company's Restated Articles of Incorporation to
provide that the purchase by the Offeror and Westfield of all of the Shares
tendered pursuant to the Revised Offer would not trigger the Excess Share
Provision.

SIGNING AND RETURNING AN AGENT DESIGNATION FURTHERS THE INTEREST OF SIMON AND
WESTFIELD IN PURSUING THE REVISED OFFER, WHICH YOUR BOARD OF DIRECTORS HAS
DETERMINED IS INADEQUATE AND NOT IN THE BEST INTEREST OF THE COMPANY.

Recommendation By The Company's Board of Directors

The Taubman Centers Board of Directors, after consultation with its senior
management, legal and financial advisors reached the conclusion that the Revised
Offer is not in the best interest of the Company's shareholders and offered the
recommendation described above, for the following reasons:

(i) The Board's familiarity with the business of the Company, its financial
condition, results of operations and prospects and the nature of, the
prospects for, and the Company's position in, the industry in which the
Company operates, and the Board's belief that, for the reasons further
explained under paragraphs (iii) and (v), neither the Company's current
stock price nor the Revised Offer reflect the full value of the Company's
assets.

(ii) The opinion of Goldman Sachs, the Company's financial advisor, after
reviewing with the Board of Directors many of the factors referred to
herein and other financial criteria used in assessing an offer, that the
Revised Offer is inadequate.

(iii) The Board's belief that a number of the Company's properties are at early
stages in their development cycles and are expected to generate increasing
returns over the next few years. The Board believes that the Company's
current stock price does not reflect the value of these assets or their
growth potential. Moreover, the Board believes that the Company's organic
growth strategy of concentrating on improving the quality and consistency
of its assets, coupled with selective development and acquisitions and
divestitures, is likely to yield long-term returns to shareholders
superior to the Revised Offer.

(iv) The Board's belief that the Company's recent placement of a minority
investment in non-voting Units at $24 per unit to a sophisticated real
estate investor is indicative of the fact that the Revised Offer does not
reflect adequate value for the

-17-

Company's common stock. The Board noted that these Units were issued in
connection with the Company's provision of financing on an unrelated real
estate transaction which did not involve the sale of control of the
Company.

(v) The Board's belief that both the inadequacy of the Revised Offer and
the opportunistic manner in which it has been pursued represent a
threat to shareholder value, to the Company's stability and to the many
other constituencies which have an interest in the Company's success.
The Board believes the timing of the Revised Offer represents an
opportunistic attempt by Simon and Westfield to acquire a collection of
upscale regional mall assets that cannot be replicated, and which are
the most productive portfolio of regional malls held by any public
company.

(vi) The fact that Taubman Centers has delivered an 81.6% total return to
shareholders for the five year period ending November 13, 2002 (the date
immediately prior to the public announcement of Simon's initial proposal).
During that time period the Company has outperformed the Morgan Stanley
REIT Total Return Index (which returned 21.6%), the S&P 500 Total Return
Index (which returned 4.3%), and many of its competitors (including Simon
Property Group, which returned 63.3%). The Taubman Centers properties have
the highest average sales and rents per square foot of any regional mall
company. Based on these facts, the Board believes that the Revised Offer
does not reflect the full value of the Company's assets.

(vii) The Board's belief that Simon's and Westfield's approaches to managing and
developing their properties are inconsistent with the Company's portfolio
of upscale shopping centers in select high-growth markets and are not
likely to yield the maximum value for the Company's assets.

(viii) The fact that the markets for regional malls are already highly
concentrated in several cities where Simon, Westfield and the Company
compete. If the proposed transaction were to occur, that concentration
could dramatically increase, resulting in decreased competition among all
local shopping centers and causing higher lease prices for mall tenants,
higher ultimate retail prices for consumers, and lower quality shopping
centers in the affected areas. At any time before or after consummation of
the Revised Offer, federal antitrust authorities, State Attorneys General,
or private parties may investigate the transaction and/or bring legal
actions under the federal or state antitrust laws seeking to enjoin the
acquisition of the Company's Common Shares or to require divestiture of
Simon's, Westfield's or the Company's assets. Accordingly, the Board
believes that there is significant uncertainty as to whether Simon and
Westfield could ultimately consummate a transaction along the lines they
have proposed.

(ix) The Board's belief that Simon's continuing public relations campaign
(which has now been joined by Westfield) aimed at damaging the Company is
hypocritical and the Board's concern about Simon's misleading statements
to the public about its own corporate governance in its press releases and
Form 8-K filed on November 18, 2002. The Board noted the fact that Simon
claimed in a press release that "the Simon family has no veto power or
other control mechanism that could block a sale or merger transaction." In
a story published in The New York Times on December 1, 2002, Simon

-18-

admitted the untruth of its statement, calling it "a mistake" and noting
that the family does in fact have the power to block a merger and that to
date Simon has not issued a correction. In addition, the Board took note
of Simon's (and now Westfield's) repeated willingness to mischaracterize
Taubman Centers' financial performance and to misrepresent the premium
they are offering and Michigan law and David Simon's communications with
Robert Taubman. The Board believes that these misstatements may be
indicative of a larger compliance problem in the Simon organization, which
calls into question both Simon's representations and its ability to
consummate a transaction along the lines it and Westfield have proposed.

(x) The fact that completion of the Revised Offer and second-step merger will
likely be a taxable event to many of the Company's shareholders, the
timing of which will not be in their individual control. Accordingly, the
Board believes that many shareholders would actually receive less in net
proceeds than purported to be offered by Simon and Westfield, which offer
in itself the Board has determined to be inadequate.

(xi) The fact that the Taubman family, with combined voting power of
approximately 30% of the total voting power of the Company's capital
stock, have indicated that they do not intend to tender their Common
Shares and have taken the firm position that they are not interested in
pursuing a sale transaction. The Board noted that the two-thirds
shareholder vote required for a sale or other extraordinary transaction
has been in the Company's charter since its initial public offering in
1992. The Revised offer is not likely to be completed absent a Court
ruling in litigation brought by Simon seeking to divest some of the
Taubman Centers shareholders of their voting rights. Based on the advice
of counsel, the Board believes that the litigation brought by Simon to
disenfranchise the Series B shareholders is without merit.*

(xii) The Board's belief that the unsolicited and hostile nature of the Revised
Offer when coupled with its inability to be completed, makes it expensive,
disruptive, and detrimental to Simon, Westfield and the Company.

(xiii) The Board's belief, based on the factors set forth in paragraphs (i)
through (xii) above, that the consideration to be paid in the Revised
Offer does not reflect the inherent value of the Company.

(xiv) The fact that the Revised Offer is highly conditional, which results in
significant uncertainty that the Revised Offer could or would be
consummated. Specifically, according to the Revised Offer it is subject to
the following conditions, among many others:

-------------------------------------
*As described under "Litigation," the Court, in its Amended Order, found that in
November 2002, members of the Taubman family formed a group under the Michigan
Control Share Acquisitions Act that acquired all of the shares owned by the
members of the group, and the Court has issued a preliminary injunction against
the voting of all shares held by those and other shareholders. The Company
strongly believes that the Amended Order was incorrect, and is appealing the
Amended Order to the United States Court of Appeals for the Sixth Circuit. The
Company has also moved for a stay of the Amended Order pending appeal.

-19-

(1) Minimum Tender Condition. Consummation of the Revised Offer is
conditioned upon there being validly tendered and not withdrawn
prior to the expiration of the Revised Offer such number of Common
Shares that represents, together with Common Shares owned by the
Offeror, Simon, Westfield or any of its subsidiaries, at least
two-thirds ( 2/3) of the total voting power of the Company. Voting
power of the Company is calculated based upon the aggregate voting
power attributable to the outstanding Common Shares and the
purported voting power attributable to the outstanding shares of
Series B Preferred Stock (assuming exercise of all then outstanding
rights to purchase Common Shares or partnership units of the
Operating Partnership). Accordingly, the Board believes that this
condition will not be satisfied. *
See "Litigation."

(2) Excess Share Condition. The Company's charter prevents any person or
group from beneficially or constructively owning capital stock
representing more than 8.23% of the total value of the Company's
capital stock (the "Ownership Limit"). As was disclosed to the
Company's shareholders in connection with the Company's IPO, and
numerous times since, the Ownership Limit is intended both to
preserve the Company's status as a REIT and make it more difficult
for any person to acquire control of the Company. The Company's
Board in certain circumstances can increase the Ownership Limit to
9.9%. Shares owned in excess of the Ownership Limit are considered
"Excess Shares" under the Company's Restated Articles of
Incorporation and are transferred to a designated agent of the
Company (the "Excess Share Provision"). The designated agent upon
delivery of the shares must immediately sell such shares and donate
any proceeds over the price the acquiror paid for the shares to
charity. Consummation of the Revised Offer is conditioned upon the
Offeror being satisfied, in its sole discretion, that the Offeror
may purchase all of the Shares tendered pursuant to the Revised
Offer without triggering the Excess Share Provision. The Excess
Share Provision may only be waived by the affirmative vote of at
least two-thirds ( 2/3) of the total voting power of the Company.
Accordingly, this condition is only likely to be met if Simon is
successful in its litigation which the Company believes is without
merit. Therefore, the Board believes that this condition will not
be satisfied.*

(3) Control Share Condition. Consummation of the Revised Offer is
conditioned upon full voting rights for all Common Shares to be
acquired by Offeror pursuant to the Revised Offer having been
approved by the Company's shareholders under Chapter 7B of the MBCA
(the "Michigan Control Share Acquisitions Act") or the Offeror being
satisfied, in its sole discretion, that the Michigan Control Share
Acquisitions Act is invalid or otherwise inapplicable to the Shares
to be acquired by the Offeror in the Revised Offer. On December 10,
2002 the Board of Directors opted out of the Michigan Control Share
Acquisitions Act.

(4) Business Combination Condition. Consummation of the Revised Offer is
conditioned upon the Offeror being satisfied, in its sole
discretion, that Chapter 7A of the MBCA (the "Michigan Business
Combination Act") will not

-20-

prohibit for any period of time, or impose any shareholder approval
with respect to, its proposed back end merger or any other "Business
Combination" (as defined in the Michigan Business Combination Act)
involving the Company and the Offeror or any other affiliate of
Simon or Westfield. While the Michigan Business Combination Act does
not currently apply to the Company, the Company may elect to be
governed by the Michigan Business Combination Act at any time, in
which case this condition would not be met.

(5) No Material Adverse Change Condition. Consummation of the Revised
Offer is conditioned upon the Offeror not becoming aware of any
change that has or will have occurred (or any development that has
or will have occurred involving prospective changes) in the
business, assets, liabilities, condition (financial or otherwise),
prospects or results of operations of the Company or any of its
subsidiaries that has, or could reasonably be expected to have, in
the sole discretion of the Offeror, a material adverse effect on the
Company or, assuming consummation of the Revised Offer or its
proposed back end merger, on the Offeror, Simon, Westfield or any
other affiliate of Simon or Westfield.

(6) Competing offer Condition. Consummation of the Revised Offer is
conditioned upon a tender or exchange offer for any Common Shares
not having been made or publicly proposed to be made by any other
person (including the Company or any of its subsidiaries or
affiliates).

(7) Numerous Other Conditions. Consummation of the Revised Offer is also
subject to other conditions, several of which are unlikely to be
satisfied. Notwithstanding the Company's regular practice of
increasing its dividend (including its recent announcement of the
regular annual increase on December 10, 2002), the offer is
conditioned on the Company not increasing its dividend. Similarly,
the Revised Offer is conditioned on there being no change to the
Company's by-laws regardless of its effect on the Offeror. While
Simon filed an amendment to the offer stating that it would not
assert these condition with respect to the recent dividend increase
and by-law amendments, it has not waived the condition with respect
to any future dividend increases or by-law amendments. The Revised
Offer is also contingent on there being no issuance of stock or
options, no changes to employment agreements, no commencement of war
or armed hostilities or other national or international crisis
involving the United States, and to many other conditions.

In light of the above factors, the Taubman Centers Board determined that
the Revised Offer is not in the best interests of Taubman Centers and Taubman
Centers' shareholders.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TAUBMAN CENTERS'
SHAREHOLDERS REJECT THE REVISED OFFER AND NOT TENDER THEIR SHARES PURSUANT TO
THE REVISED OFFER.

In addition, in arriving at their recommendation, the directors of the
Company were aware of the interests of certain officers and directors of the
Company as described under

-21-

"Interests of Certain Persons." The directors of the Company were also aware
that the Taubman Family's voting power is derived primarily from its ownership
of Series B Preferred Stock and that Simon had challenged the voting rights of
the Series B Preferred Stock and was seeking to disenfranchise the Taubman
family; however, the Board believed, and continues to believe notwithstanding
the issuance of the Amended Order, this litigation to be without merit.

In making its determination that the Revised Offer is not in the best
interests of Taubman Centers and Taubman Centers' shareholders, the Board took
into account that the realization of the Company's anticipated future results is
not assured, and that there is a risk that the Company's plans, like the plans
of any business, will not be successfully completed. If the Company remains
independent, its shareholders will continue to bear this risk.

The foregoing discussion of the information and factors considered by the
Taubman Centers Board is not intended to be exhaustive but addresses all of the
material information and factors considered by the Board in its consideration of
the Revised Offer. In view of the variety of factors and the amount of
information considered, the Board did not find it practicable to provide
specific assessments of, quantify or otherwise assign any relative weights to,
the specific factors considered in determining to recommend that shareholders
reject the Revised Offer. Such determination was made after consideration of all
the factors taken as a whole. In addition, individual members of the Board may
have given differing weights to different factors. Throughout its deliberations,
the Board received the advice of Goldman Sachs, and of outside legal advisors,
who were retained to advise the Board in connection with the Simon offer and the
Revised Offer.

IN LIGHT OF THE BOARD'S CONCLUSION THAT THE REVISED OFFER IS INADEQUATE, THE
BOARD RECOMMENDS THAT SHAREHOLDERS NOT RETURN THE AGENT DESIGNATIONS REQUESTED
BY SIMON AND WESTFIELD. TO STOP SIMON AND WESTFIELD FROM USING YOUR SHARES TO
FURTHER THEIR INADEQUATE OFFER, THE BOARD RECOMMENDS THAT YOU (1) DISCARD ANY
GREEN AGENT DESIGNATIONS AND (2) IF YOU HAVE ALREADY RETURNED A GREEN AGENT
DESIGNATION, SIGN, DATE AND RETURN THE ENCLOSED WHITE REVOCATION CARD AS SOON AS
POSSIBLE. THE RETURN OF A SIGNED REVOCATION CARD OR AGENT DESIGNATION BY A
SHAREHOLDER IS INDEPENDENT OF ANY DECISION BY SUCH SHAREHOLDER OF WHETHER OR NOT
TO TENDER SHARES PURSUANT TO SIMON'S AND WESTFIELD'S INADEQUATE OFFER.

The Special Meeting

According to the Company's by-laws, a special meeting of the shareholders
may be called by, among others, a shareholder or shareholders holding of record
shares entitled to at least twenty-five percent (25%) of all the votes entitled
to be cast by the holders of all outstanding capital stock of the Company
entitled to vote at such meeting. The Company's by-laws also provide that any
such special meeting shall be held at a place determined by the Board and stated
in the notice of the meeting, which is to be mailed to all shareholders entitled
to vote at the meeting. Under Michigan law and the Company's by-laws, it is the
prerogative of the Board to establish a record date for the determination of
shareholders entitled to receive notice of

-22-

and vote at the meeting. The by-laws further provide that only such business
shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the Company's notice of meeting or by or
at the direction of the Board. Accordingly the Company believes that, under the
Company's by-laws, notice of any meeting of shareholders must be mailed by the
Company, as is the customary practice among public corporations.

In order to clarify the Company's by-laws and provide an orderly process
by which a shareholder or shareholders holding of record at least twenty-five
percent (25%) of the voting power of the Company could call a special meeting of
shareholders, on December 20, 2002, the Board amended by-laws to specify timing
parameters and procedures by which the Board would be required to call a special
meeting if requested by the requisite proportion of shareholders.

The December 20, 2002 amendments to the by-laws implemented the following
procedures. The record holder or holders desiring to call a special meeting of
the shareholders: must send the Company a notice requesting that the Company
establish a record date and a meeting date for such a special meeting. This
notice must be accompanied by documentation evidencing that the shareholder or
shareholders requesting the meeting possess sufficient voting power to request
that such a special meeting be called. This notice must also contain specified
information regarding the shareholder and the proposals to be considered at the
meeting. Within ten business days after receipt of such notice and verification
of the accompanying documentation, the Board will fix a record date and meeting
date for the special meeting, which meeting date shall be set for not less than
30 nor more than 90 days after the date of such Board action.

In the Amended Order, the Court enjoined the Company from enforcing the
December 20, 2002 amendments to the by-laws. The Company strongly believes that
the Amended Order was incorrect and is appealing the Amended Order to the United
States Court of Appeals for the Sixth Circuit. The Company has also moved for a
stay of the Amended Order pending appeal. If the stay is granted, a shareholder
or shareholders holding of record at least twenty-five percent (25%) of the
voting power of the Company can call a special meeting of shareholders by
following the procedures described in the immediately preceding paragraph.

In their Solicitation Statement, Simon and Westfield state that they
"believe that no action by the Company Board is required to convene the Special
Meeting" and that record holders of not less than 25% of the outstanding shares
of the Company's capital stock entitled to vote . . . may themselves call the
Special Meeting without any action by the Company Board." For the reasons
described above, the Company is of a different view.

The by-laws provide that the Chairman of the meeting shall have the power
and duty to determine whether any business proposed to be brought before the
meeting was proposed in accordance with the procedures set forth in the by-laws
and, if not, to declare that such defective proposal or proposals shall be
disregarded.

The Company reserves its rights to require full compliance with the
provisions set forth in the by-laws of the Company and with Michigan law with
respect to any special meeting sought to be called by Simon and Westfield or any
other shareholders. The filing or distribution of this Revocation Solicitation
Statement, is not intended and should not be taken as an

-23-

endorsement by the Company of the validity of the Simon Solicitation of Agent
Designations or a waiver of any provisions of the Company's by-laws or of any
rights by the Company, including the requirement that, other than officers or
directors of the Company, the only persons entitled to call a special meeting of
shareholders are one or more shareholders holding of record shares entitled to
at least twenty-five percent (25%) of all the votes entitled to be cast by the
holders of all outstanding capital stock of the Company entitled to vote at such
meeting.

Under Michigan Law a shareholder or shareholders holding of record shares
entitled to at least ten percent (10%) of all the votes entitled to be cast by
the holders of all outstanding capital stock can, upon showing of good cause,
apply to a court for a special meeting to be ordered. If Simon and Westfield are
unsuccessful in the Simon Solicitation but still receive the Agent Designations
of at least ten percent (10%) of all the votes entitled to be cast, Simon and
Westfield may apply to a court for a special meeting to be ordered. We cannot
predict whether or not Simon and Westfield will apply to a court for a special
meeting or be able to make the requisite showing of good cause or whether a
court will grant Simon and Westfield a Special Meeting.

As of May [12], 2003, there were [49,298,965] shares of Common Stock and
[31,784,842] shares of Series B Preferred Stock issued and outstanding. Under
the Company's Restated Articles of Incorporation and by-laws, all of such shares
are entitled to vote on any matters submitted to a vote of shareholders,
although the Court has preliminarily enjoined the voting of 1,386,021 shares of
Common Stock and 26,784,060 shares of Series B Preferred Stock. The Company
strongly believes that the Amended Order was incorrect and is appealing the
Amended Order to the United States Court of Appeals for the Sixth Circuit. The
Company has also moved for a stay of the Amended Order pending appeal. At this
time, the Company cannot be sure whether the Amended Order will be stayed or
overruled prior to the Special Meeting.

Effect of Execution and Delivery of Revocations

The Board is soliciting Revocations in opposition to Simon's solicitation
of Agent Designations. By executing and returning the WHITE Form of Revocation,
you will be revoking your Agent Designation relating to the call for the Special
Meeting or, if you have not previously executed and returned a GREEN Form of
Agent Designation, you will be indicating your support for the Company Board.

The Board urges you NOT to sign the GREEN Form of Agent Designation sent
to you by Simon and Westfield. Whether or not you have previously executed a
GREEN Form of Agent Designation, the Board urges you to show your support for
the Company by executing and dating the enclosed WHITE Form of Revocation and
mailing it in the enclosed postage-paid envelope as soon as possible. The Agent
Designation of any shares of Common Stock represented by a Form of Revocation
that is returned properly signed will be revoked in accordance with the
instructions indicated on the Form of Revocation.

-24-

Revocation

Either a GREEN Agent Designation or a WHITE Revocation may be revoked by
filing with the Secretary of the Company a written notice of revocation. Such
written revocation may be in any form, but must be signed and dated and must
clearly express your intention to revoke your previously executed GREEN Agent
Designation or WHITE Revocation. Any written notice revoking an Agent
Designation should be sent to: Innisfree M&A Incorporated, 501 Madison Avenue,
New York, New York, 10022. Your latest dated submission will supersede any
earlier-dated Agent Designation, Revocation or other written notice of
revocation, except that a Revocation will be inoperative and of no effect if
delivered after the date, if any, as of which it is determined that Simon and
Westfield effectively demanded a Special Meeting. A shareholder's revocation of
a previously executed GREEN Agent Designation will have the effect of opposing
Simon's and Westfield's demand for the Special Meeting. Any Revocation will not
affect any action taken by Simon and Westfield pursuant to an Agent Designation
prior to such Revocation.

Security Ownership of Certain Beneficial
Owners and Management

The Company owns a 59% managing partner's interest in TRG, through which
the Company conducts all of its operations. TRG is a partnership that owns,
develops, acquires, and operates regional shopping centers nationally. The
following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock and Series B Preferred Stock ("Voting
Stock") and of partnership interests in TRG ("Units of Partnership Interest" or
"Units") as of May 12, 2003. Mr. Robert S. Taubman and Mr. William S. Taubman,
both of whom are directors and executive officers of the Company beneficially
own in the aggregate 559,795 shares of Series B Preferred Stock which represents
1.8% of the outstanding Series B Preferred Stock, Courtney Lord owns 280,125 or
less than 1% of the outstanding Series B Preferred Stock and none of the other
directors or executive officers beneficially own any Series B Preferred Stock.
The members of the Taubman family beneficially own in the aggregate 25,141,852
shares of Series B Preferred Stock which represents 79.1% of the outstanding
Series B Preferred Stock. When viewed in conjunction with the management
interests described in this Section, the ownership interest of the individuals
who are directors and executive officers of the Company may be considered to be
an interest that differs from those of the unaffiliated holders of common stock.
However, given the members of the Taubman family's significant ownership stake
in the business as a whole, and the members of the Taubman family's shared
interest with the common shareholders of allowing the Company's assets to reach
their full potential, this Series B interest may also be considered to be
closely aligned with the unaffiliated holders of common stock.

The share information in the table (both numbers of shares and
percentages) reflects ownership of Common Stock and Series B Preferred Stock,
which for this purpose are treated as a single class of voting stock; however,
the footnotes to the table provide ownership information for the Common Stock
and Series B Preferred Stock on a separate basis, including (for any shareholder
owning at least one percent of the Common Stock or Series B Preferred Stock, as
applicable) the percentage of the outstanding shares of the separate class that
the holder's shares represent.

-25-

Percentage
Units of Ownership
Partnership of Units
Directors, Executive No. of Percent Interest of
Officers and 5% Shares of in Partnership
Shareholders (1) Shares TRG Interest
(1) in TRG
----------------------------------- --------- -------- ---------- ------------
Robert S. Taubman.......... 1,127,162 (2) 1.4% (2) 816,662 (3) 1.0%
William S. Taubman......... 549,184 (4) * 533,684 (5) *
Lisa A. Payne.............. 608,328 (6) * -- --
Courtney Lord.............. 282,159 (7) * 280,125 (8) *
John L. Simon.............. 5,191 (9) * -- --
Graham T. Allison.......... 1,430 * -- --
Allan J. Bloostein......... 5,000 * -- --
Jerome A. Chazen........... 10,000 (10) * -- --
S. Parker Gilbert.......... 130,000 (11) * -- --
Peter Karmanos, Jr......... 40,000 (12) * -- --
Myron E. Ullman, III....... -- -- -- --
A. Alfred Taubman.......... 24,768,994 (13) 30.6% (13) 24,582,057 (14) 30.3%

Morgan Stanley 5,323,742 (15) 6.6% (15) -- --
1585 Broadway
New York, New York 10036

Security Capital Research & 5,002,220 (16) 6.2% (16) -- --
Management Incorporated
11 South LaSalle Street
2nd Floor
Chicago, Illinois 60603

LaSalle Investment Management, Inc. 4,253,350 (17) 5.3% (17) -- --
LaSalle Investment Management
(Securities) L.P.
200 East Randolph Drive
Chicago, Illinois 60601

Cohen & Steers Capital 3,216,375 (18) 4.0% (18) -- --
Management, Inc.
757 Third Avenue
New York, New York 10017

Deutsche Bank AG 3,169,974 (19) 3.9% (19) -- --
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany

Directors and Executive Officers 2,758,454 (20) 3.4% (20) 1,630,471 (20) 2.0% (20)
as a Group

* less than 1%

(1) The Company has relied upon information supplied by certain beneficial
owners and upon information contained in filings with the Securities and
Exchange Commission. Figures shown include shares of Common Stock and Series
B Preferred Stock, which vote together as a single class on all matters
generally submitted to shareholders. Each share of Common Stock and Series B
Preferred Stock is entitled to one vote. Under certain circumstances, the
Series B Preferred Stock is convertible into Common Stock at the ratio of
14,000 shares of Series B Preferred Stock for each share of Common Stock (any
resulting fractional shares will be redeemed for cash). Share figures shown
assume that individuals who acquire Units of Partnership Interest upon the
exercise of options ("Incentive Options") granted under TRG's 1992 Incentive
Option Plan exchange the newly issued Units for an equal number of shares of
Common Stock under the Company's exchange offer (the "Continuing Offer") to
certain partners in TRG and holders of Incentive Options. Share figures and
Unit figures shown assume that outstanding Units are not exchanged for Common
Stock under the Continuing Offer and that outstanding shares of Series B
Preferred Stock are not converted into Common Stock. As of May 12, 2003,
there were 81,083,807 outstanding shares of Voting Stock, consisting of
49,298,965 shares of Common Stock and 31,784,842 shares of Series B Preferred
Stock.
(2) Consists of 5,925 shares of Series B Preferred Stock that Mr. Robert S.
Taubman owns, 565,721 shares of Series B Preferred Stock held by R & W-TRG
LLC ("R&W"), a company that Mr. Taubman and his brother, William S. Taubman,
own (or, in aggregate, 1.8% of Series B Preferred Stock), 300,000 shares of
Common Stock owned by R&W, 245,016 shares of Common Stock that Mr. Taubman
has the right to receive in exchange for Units of Partnership Interest that
are subject to vested Incentive Options and an additional 10,500 shares of
Common Stock owned by his wife and children for which Mr. Taubman disclaims
any beneficial interest (or, in aggregate, 1.1% of Common Stock). Excludes
all shares of Voting Stock held by TRA Partners ("TRAP"), Taubman Realty
Ventures ("TRV"), Taub-Co Management, Inc. ("Taub-Co"), or TG Partners,
Limited Partnership ("TG Partners"), because Mr. Taubman has no voting or
dispositive control over such entities' assets, see notes 13 and 14 below.
Mr. Taubman disclaims any beneficial interest in the Voting Stock held by R&W
or the other entities described in the previous sentence beyond his pecuniary
interest in R&W and the other entities.
(3) Consists of 5,925 Units of Partnership Interest that Mr. Robert S. Taubman
owns, 565,721 Units of Partnership Interest held by R&W, and 245,016 Units of
Partnership Interest that Mr. Taubman has the right to receive upon the
exercise of vested Incentive Options. Excludes all Units of Partnership
Interest owned by TRAP, TRV, Taub-Co, or TG. Mr. Taubman disclaims any
beneficial ownership in the Units held by R&W or the other entities beyond
his pecuniary interest in R&W and the other entities.

-26-

(4) Consists of 5,925 shares of Series B Preferred Stock that Mr. William S.
Taubman owns, 527,759 shares of Common Stock that Mr. Taubman has the right
to receive upon the exchange of Units of Partnership Interest that are
subject to vested Incentive Options, and 15,500 shares of Common Stock owned
by his children and for which Mr. Taubman disclaims any beneficial interest
(or, in aggregate, 1.1% of Common Stock). Excludes 300,000 shares of Common
Stock and 565,721 shares of Series B Preferred Stock that R&W holds and that
are included in Robert S. Taubman's holdings described above. Excludes all
shares of Voting Stock held by TRAP, TRV, Taub-Co, or TG because Mr. Taubman
has no voting or dispositive control over such entities' assets, see notes 13
and 14 below. Mr. Taubman disclaims any beneficial interest in the Voting
Stock held by R&W and the other entities described in the previous sentence
beyond his pecuniary interest in R&W and the other entities.
(5) Consists of 5,925 Units of Partnership Interest that Mr. William S. Taubman
owns and 527,759 Units of Partnership Interest subject to vested Incentive
Options held by Mr. Taubman. Excludes 565,721 Units that R&W holds and that
are included in Robert S. Taubman's holdings described above. Excludes all
Units of Partnership Interest owned by TRAP, TRV, Taub-Co, or TG. Mr. Taubman
disclaims any beneficial ownership in the Units held by R&W or the other
entities beyond his pecuniary interest in R&W and the other entities.
(6) Consists of 7,500 shares of Common Stock that Ms. Payne owns and 600,828
shares of Common Stock that Ms. Payne will have the right to receive in
exchange for Units of Partnership Interest that are subject to vested
Incentive Options (or, in aggregate, 1.2% of Common Stock).
(7) Consists of 1,504 shares of Common Stock owned by Mr. Lord, 530 shares of
Common Stock owned by Mr. Lord's wife for which he disclaims any beneficial
interest; and 280,125 shares of Series B Preferred Stock acquired by Mr. Lord
in exchange for all of Mr. Lord's equity interest in Lord Associates, Inc. in
November 1999. Does not include 87,028 shares of Series B Preferred Stock
acquired by Mr. Lord in connection with the Lord Associates transaction for
which Mr. Lord has granted to TG Partners an irrevocable proxy and over which
Mr. Lord has no voting or dispositive power, see note 14 below.
(8) Consists of 280,125 Units of Partnership Interest acquired by Mr. Lord in
exchange for all of Mr. Lord's equity interest in Lord Associates, Inc. in
November 1999. Does not include 87,028 Units of Partnership Interest acquired
by Mr. Lord in connection with the Lord Associates transaction for which Mr.
Lord has granted to TG Partners an irrevocable proxy, which are not presently
entitled to receive any partnership distributions, except upon liquidation
and over which Mr. Lord has no voting or dispositive power. Such units are
released from the irrevocable proxy and become entitled to receive
partnership distributions over the two years remaining in the original
five-year vesting period. See note 14 below.
See also "Certain Employment Arrangements."
(9) Consists of 2,000 shares of Common Stock that Mr. Simon owns and 3,191
shares of Common Stock which Mr. Simon may be deemed to own through his
investment in the Taubman Centers Stock Fund, one of the investment options
under the Company's 401(k) Plan.
(10) Excludes 15,000 shares of Series A Preferred Stock owned by Mr. Chazen and
30,000 shares (or, in the aggregate, less than 1%) of Series A Preferred
Stock owned by his children and for which Mr. Chazen disclaims any beneficial
ownership. The Series A Preferred Stock does not entitle its holders to vote.
(11) Includes 80,000 shares of Common Stock held by The Gilbert 1996 Charitable
Remainder Trust, an irrevocable trust of which Mr. Gilbert is a co-trustee.
Mr. Gilbert disclaims any beneficial interest in such shares beyond any
deemed pecuniary interest as the result of his wife's current beneficial
interest in the trust.
(12) Consists solely of shares of Common Stock.
(13) Includes 100 shares of Common Stock owned by Mr. A. Alfred Taubman's
revocable trust and 186,837 shares of Common Stock held by TRAP. Mr.
Taubman's trust is the managing general partner of TRAP and has the sole
authority to vote and dispose of the Common Stock held by TRAP. The remaining
shares consist of 24,582,057 outstanding shares (or 77.3%) of Series B
Preferred Stock that may be deemed to be owned by Mr. Taubman in the same
manner as the Units of Partnership Interest described in note 14 below. Mr.
Taubman disclaims any beneficial ownership of the Common Stock or Series B
Preferred Stock held by TRAP and the other entities identified in note 14
below beyond his pecuniary interest in the entities that own the securities.
(14) Consists of 9,875 Units of Partnership Interest held by Mr. A. Alfred
Taubman's trust, 17,699,879 Units of Partnership Interest owned by TRAP,
11,011 Units of Partnership Interest owned by TRV, of which Mr. Taubman's
trust is the managing general partner, and 1,975 Units of Partnership
Interest held by Taub-Co. Because the sole holder of voting shares of Taub-Co
is Taub-Co Holdings Limited Partnership, of which Mr. Taubman's trust is the
managing general partner, Mr. Taubman may be deemed to be the beneficial
owner of the Units of Partnership Interest held by Taub-Co. Mr. Taubman
disclaims beneficial ownership of any Units held by Taub-Co beyond his
pecuniary interest in Taub-Co. Also includes 6,327,098 Units of Partnership
Interest owned by TG Partners, 445,191 Units held by a subsidiary of TG
Partners (such subsidiary and TG Partners are collectively referred to as
"TG") and 87,028 Units of Partnership Interest which are held by Mr. Lord but
for which Mr. Lord has granted an irrevocable proxy to TG Partners. The
87,028 Units held by Mr. Lord are not presently entitled to any partnership
distributions except in the event of a liquidation. Such Units will be
released from the irrevocable proxy and become entitled to receive
distributions over the two years remaining in the original five-year vesting
period. Because Mr. Taubman, through control of TRV's and TG Partners'
managing partner, has sole authority to vote and (subject to certain
limitations) dispose of the Units of Partnership Interest held by TRV and TG,
respectively, Mr. Taubman may be deemed to be the beneficial owner of all of
the Units of Partnership Interest held by TRV and TG. Mr. Taubman disclaims
beneficial ownership of any Units of Partnership Interest held by TRG and TG
beyond his pecuniary interest in those entities.
(15) Consists solely of shares of Common Stock (10.8%) held on behalf of various
investment advisory clients, none of which holds more than 5% of the Common
Stock.
(16) Consists solely of shares of Common Stock (10.2%).
(17) Consists solely of shares of Common Stock (8.6%) and includes ownership of
Common Stock on behalf of Stichting Pensioenfonds Voor de Gezondheid
Geestelijke en Maatschappelijke Belangen.
(18) Consists solely of shares of Common Stock (6.5%).
(19) Consists solely of shares of Common Stock (6.4%).
(20) See Notes 2 through 12 above.

-27-

Participants In The Revocation Solicitation

Revocations are being solicited by and on behalf of the Company. All
expenses of the Company Revocation Solicitation, including the cost of preparing
and mailing this Revocation Solicitation Statement, will be borne by the
Company. The Company will also request those holding shares for the benefit of
others to send the proxy material to, and to obtain proxies from, the beneficial
owners and will reimburse such holders for their reasonable expenses in doing
so. In addition to solicitation by use of the mails, Revocations may be
solicited by directors, certain officers, and employees of the Company in person
or by telephone, telegram, advertisement, courier service, or other means of
communication. Such directors, officers and employees will not be additionally
compensated, but may be reimbursed for out-of-pocket expenses in connection with
such solicitation. In addition, the Company has retained Innisfree M&A
Incorporated ("Innisfree") to assist in the solicitation of Revocations. The
Company has agreed that Innisfree will be paid a fee not to exceed $75,000, plus
reimbursement for their reasonable out-of-pocket expenses. The Company has also
agreed to indemnify Innisfree against certain liabilities and expenses,
including certain liabilities and expenses under the federal securities laws.

The Company has engaged Goldman Sachs to act as its financial advisor in
connection with Simon's unsolicited offer and related matters. The Company has
agreed to pay Goldman Sachs a reasonable and customary fee for such services.
The Company has also agreed to reimburse Goldman Sachs for all reasonable
out-of-pocket expenses, including fees of counsel, and to indemnify them and
certain related persons against certain liabilities relating to, or arising out
of the engagement. Goldman Sachs may assist in the solicitation of Revocations.
Goldman Sachs will not receive any fee for, or in connection with, any
solicitation activities apart from the fees it is otherwise entitled to receive
under its engagement. Goldman Sachs does not admit or deny that any of its
directors, officers or employees is a "participant" as defined in Schedule 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning such persons. In the normal course
of its business, Goldman Sachs regularly buys and sells the Common Stock and
other securities for its own account and for the accounts of its customers,
which transactions may result from time to time in Goldman Sachs and its
associates having a net "long" or net "short" position in the Common Stock or
other securities or option contracts or derivatives in or relating to the
Company's securities. As of May 12, 2003 Goldman Sachs beneficially held a net
"long" position of 5,646 shares of Common Stock. If Goldman Sachs assists the
Company in connection with the solicitation of Revocations, such activity will
be carried out by a team of individuals consisting of officers and employees of
Goldman Sachs (David M. Baum, Michael J. Graziano, and Adam C. Rosenberg). The
business address for each of the persons named is 85 Broad Street, New York, New
York 10004.

The Company estimates that its total expenditures relating to the Company
Revocation Solicitation (excluding costs representing salaries and wages of
regular employees and officers of the Company) will be approximately $150,000.
The Company to date has incurred estimated total expenses of approximately
$10,000.

In addition to the members of the Board (which consists of Graham T.
Allison, Allan J. Bloostein, Jerome A. Chazen, S. Parker Gilbert, Peter
Karmanos, Jr., Lisa A. Payne, Robert S. Taubman, William S. Taubman and Myron E.
Ullman, III), the executive officers (which consist of Esther R. Blum, Courtney
Lord and John L. Simon) of the Company may solicit Revocations. The business
address for each of the members of the Board and executive officers, and the

-28-

Company's executive offices are located at: 200 East Long Lake Road, Suite 300,
P.O. Box 200, Bloomfield Hills, Michigan 48303.

Interests of Certain Persons In The Offer

Some of the members of the Company's management and Board have interests
in the merger that are in addition to, or different from, their interests as
Company shareholders generally. The Company's Board was aware of these interests
and considered them, among other matters, in unanimously recommending that you
reject the Revised Offer and not tender your Common Stock pursuant to the
Revised Offer and in recommending that you revoke any Agent Designations.

Performance Plan. The Taubman Company LLC (the "Manager") maintains the
performance plan under which the Company grants awards based on individual and
Company performance for the fiscal year prior to the date of the award and the
individual's position in the Company (the "Performance Plan"). Each eligible
participant is granted a cash award (a "Cash Award") and the final payout value
of an award is tied to the achievement of a target compounded growth rate of the
Company's per share funds from operations over the three-year vesting period of
the award. If the target is achieved, the payout amount of each Cash Award is
increased, subject to a maximum premium of 30%; otherwise the payout amount
remains the amount of the original grant. Upon vesting, the value of the award
under the Performance Plan will be paid to the participant in a lump sum, unless
the participant elects to defer payment in accordance with the terms of the
Performance Plan. The payout amount is determined on the vesting date and such
amount will accrue interest from the vesting date until the deferred payment
date.

Upon a "change of control" of Manager, each sub account will vest in full
and any deferral period elected under the Performance Plan will terminate and
any sub account that a participant has elected to defer will be valued as of the
settlement date and will be distributed in a lump sum payment as soon as
administratively practicable following the termination of the deferral period.
Consummation of the Simon offer will constitute a change of control under the
Performance Plan, and accordingly, the sub account of each of the executive
officers will vest in full and any deferral period elected by such executive
officer will terminate and any sub account that an executive officer has elected
to defer will be valued as of the settlement date and will be distributed in a
lump sum payment as soon as administratively practicable following consummation
of the Simon offer.

Employment Agreement with Lisa A. Payne.

In January 1997, Manager entered into a three-year agreement with
Lisa A. Payne regarding her employment with the Company. In January 1999 and
January 2000, the agreement was extended for an additional year and continues to
have automatic, one-year extensions unless either party gives notice to the
contrary. The employment agreement provides for an annual base salary of not
less than $500,000 to be reviewed annually. The agreement also provides for Ms.
Payne's participation in the Manager's Senior Short Term Incentive Plan (the
"SSTIP"), with a target award of $250,000 and a maximum annual award of
$375,000.

-29-

In the event that Ms. Payne's employment terminates for any reason within
90 days following a "change of control," Ms. Payne's employment is terminated by
the Company other than for cause, death or disability, or Ms. Payne resigns by
reason of certain changes in the terms of her employment, Ms. Payne will receive
her base salary and target bonus under the SSTIP for the remainder of the
employment period and all benefits under the compensatory plans in which she
participates will immediately vest (including any benefits under the Performance
Plan) in accordance with the terms of such compensatory plan. Consummation of
the Simon offer will constitute a change of control under the agreement, and
accordingly, Ms. Payne will be entitled to the benefits described in the
preceding sentence in the event that her employment terminates for any reason
within 90 days following consummation of the Simon offer.

Change of Control Employment Agreements.

The Company has adopted and plans to enter into change of control
employment agreements with each of the members of the Operating Committee other
than William Taubman and Robert Taubman, including Lisa A. Payne, Courtney Lord
and John L. Simon. TRG guarantees the Company's obligations under the
agreements. The employment agreements have three-year terms that extend for an
additional year on each anniversary of the first day of their terms, unless a
notice not to extend is given by the Company or any of its affiliates. If a
"change of control," as defined in the agreements, of the Company occurs during
the term of an agreement, including consummation of the Simon offer, then the
agreement becomes operative for a fixed three-year period commencing on the date
of the change of control and supersedes any other employment agreement between
the Company and any of its affiliates, on the one hand, and the executive, on
the other. This means that upon a change of control, including consummation of
the Simon offer, Ms. Payne's agreement described above will be superseded by her
Change of Control Employment Agreement.

Each agreement provides generally that the executive's terms and
conditions of employment, including position, location, compensation and
benefits, will not be adversely changed during the three-year period after a
change of control. If the executive's employment is terminated by the Company
other than for cause, death or disability or if the executive resigns for "good
reason," as defined in the agreements, during this three-year period or upon
certain terminations in connection with or in anticipation of a change of
control, the executive will be generally entitled to receive:

o an annual bonus for the year in which the termination of employment
occurs, pro-rated through the date of termination,

o two and a half times the executive's annual base salary and annual
bonus,

o continued welfare benefits and perquisites for thirty months, and

o outplacement services.

The annual bonus components of this severance amount will be based on the higher
of the highest bonus paid to the executive during the three years prior to the
change of control or the most recent bonus paid to the executive prior to the
date of termination of employment. In

-30-

addition, in order to preserve the existing benefit under the employment
agreement with Ms. Payne described above, Ms. Payne's change of control
employment agreement provides that, in the event that she terminates her
employment for any reason other than "good reason" during the 90-day period
following a change of control, she will be entitled to a payment equal to two
times her base salary and target bonus under the SSTIP, rather than the payments
and benefits specified above.

Each agreement also provides that effective on the occurrence of a change
of control or a termination of employment of the executive in anticipation of a
change of control:

o all of the executive's equity-based compensation awards that are
outstanding on the date of the change of control will vest, and

o all of the executive's then-outstanding awards under the Long-Term
Performance Compensation Plan will be immediately paid in full.

Each employment agreement provides that if any payments or benefits that the
executive receives are subject to the excise tax imposed under Section 4999 of
the Internal Revenue Code, the payments under the agreement will be reduced to
the maximum amount that could be paid to the executive without subjecting the
executive to any taxes under Section 4999.

Under the terms of each employment agreement, the Company is responsible
for paying, or causing its affiliates to pay, all legal fees and expenses
reasonably incurred by the executive in any dispute concerning the
interpretation or enforcement of the agreement.

Change of Control Severance Program.

The Company has adopted a Change of Control Severance Program in which all
of the individuals, other than Robert Taubman and William Taubman, who are
employed by the Company or any of its affiliates on the date that a change of
control occurs and who are not party to the employment agreements described
above participate. The program supersedes that Company's undocumented existing
severance program and provides benefits comparable to those the Company has
provided in the past. The program provides generally that if a participant's
employment with the Company and any of its affiliates is terminated other than
for cause, death or disability or if the participant resigns for "good reason,"
as defined in the program, during the two-year period following a change of
control, in the case of participants who are Group Vice Presidents, or during
the one-year period following a change of control, in the case of all other
participants, a participant will be generally entitled to receive, subject to
the participant's execution and non-revocation of a release:

o a lump sum separation benefit equal to 1/12 of the participant's annual
base salary and annual bonus, times the participant's years of service
with the Company and its affiliates,

o medical, dental and vision benefit continuation, and if eligible
immediately prior to the change of control or at any time thereafter,
executive disability benefit continuation, for a period equal to the
number of months of severance to which the participant is entitled,

-31-

o repurchase for $1,000 by the Taubman Company Limited Partnership of the
participant's T-I REIT share granted to the participant under a bonus
award agreement, and

o outplacement services.

The separation benefit will be subject to a maximum of 24 months' base salary
and bonus. The minimum separation benefit is 16 months' base salary and bonus,
in the case of participants who are Group Vice Presidents, 12 months' base
salary and bonus, in the case of participants who are exempt and LTPC
plan-eligible associates (other than Group Vice Presidents), six months' base
salary and bonus, in the case of participants who are exempt and non-LTPC
plan-eligible associates, and three months' base salary and bonus, in the case
of participants who are non-exempt associates. For participants who are
participants in the SSTIP, the annual bonus component of the participant's
separation benefit will be 130% of the higher of the participant's target bonus
for the year in which the change of control occurs and the highest target bonus
established for the participant in any subsequent year. For participants who are
participants in the Specialty Retail Bonus Plan or the Leasing Bonus (WITY)
Plan, the annual bonus component of the participant's separation benefit will be
equal to the higher of (i) the average of the participant's actual bonuses for
the three years immediately preceding the change of control (or, if the
participant has not been employed by the Company and its affiliates for three
years prior to the change of control, such lesser number of years during which
the participant was employed by the Company and its affiliates) or (ii) the
highest actual bonus paid to the participant for any subsequent year (if any).

The program also provides that effective as of the occurrence of a change
of control:

o each participant's equity-based compensation awards will vest, and

o the participant's awards under the Long-Term Performance Compensation
Plan will be immediately paid in full.

o The program provides that if any payments or benefits that any participant
receives are subject to the excise tax imposed under Section 4999 of the
Internal Revenue Code, the payments under the program will be reduced to
the maximum amount that could be paid to such participant without
subjecting the participant to any taxes under Section 4999.

Under the terms of the program, the Company is responsible for paying, or
causing its affiliates to pay, all reasonable legal fees and expenses incurred
by a participant in any dispute concerning the interpretation or enforcement of
the agreement, except for legal fees and expenses incurred in connection with a
claim that is frivolous or maintained in bad faith.

The Company's board of directors reserves the right to amend, modify,
suspend or terminate the program at any time, but no amendment, modification,
suspension or termination after the occurrence of a change of control that has
the effect of reducing or diminishing the right of any participant will be
effective without the written consent of the participant. In the event of an
impending change of control, the committee administering the program may appoint
a person independent of the Company to be the committee that administers the
program effective upon the occurrence of the change of control and such
committee may not be removed following a change

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of control. The Company and its affiliates are jointly and severally liable for
the Company's obligations under the change of control severance program.

Indemnification of officers and Directors.

The Taubman Centers Restated Articles of Incorporation provide that no
director will be personally liable to Taubman Centers or its shareholders for
monetary damages for a breach of his or her duties as a director. The Restated
Articles of Incorporation also provide that Taubman Centers will, to the fullest
extent permitted under applicable law, indemnify its directors against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement and reasonably incurred in connection with any action, suit or
proceeding in which such person was or is a party or is threatened to be made a
party by reason of the fact that such person is or was a director of Taubman
Centers. Taubman Centers has the power to indemnify its officers under the
circumstances set forth in the Restated Articles of Incorporation.

Litigation

Shortly after Simon publicized the terms of its unsolicited proposal on
November 13, 2002, three shareholders of Taubman Centers filed purported class
action complaints in the Michigan Circuit Court for the County of Oakland on
behalf of Taubman Centers shareholders; one of the complaints names as
defendants Taubman Centers, Robert S. Taubman, William S. Taubman, Lisa A.
Payne, Graham T. Allison, Allan J. Bloostein, Jerome A. Chazen, S. Parker
Gilbert; and the other two additionally name Peter Karmanos, Jr. The actions
generally allege breaches of fiduciary duty by Taubman Centers and the named
directors in connection with Simon's proposal and seek injunctive relief.
Motions to dismiss are pending in two of the three state cases. Plaintiff in one
case amended his complaint to add claims under the Michigan Control Share
Acquisitions Act, challenging the validity of the Voting Agreements and the
issuance of the Series B Shares, adding Peter Karmanos, Jr. as an additional
defendant and asserting derivative allegations.

On December 5, 2002 one of the shareholders who had filed an action in
Michigan state court filed a federal action in the Eastern District of Michigan,
purporting to assert claims derivatively and on behalf of a class. The complaint
alleges that the Michigan Control Shares Acquisitions Act and the Michigan
Business Combination Act is unconstitutional. In addition, the complaint
alleges, among other things, breaches of fiduciary duty in connection with the
Simon proposal.

On December 5, 2002, Simon filed a lawsuit in the United States District
Court for the Eastern District of Michigan against Taubman Centers, A. Alfred
Taubman, Robert S. Taubman, Lisa A. Payne, Graham T. Allison, Peter Karmanos,
Jr., William S. Taubman, Allan J. Bloostein, Jerome A. Chazen, and S. Parker
Gilbert alleging, among other things, breach of fiduciary duty by the Company's
Board for not giving adequate consideration to Simon's unsolicited proposal, and
challenging the validity of the Voting Agreements and the issuance of the Series
B Shares under the Michigan Control Share Acquisitions Act. In response to
Simon's lawsuit, the Company filed a motion to dismiss on December 16, 2002
arguing that the First Claim for Relief failed to state a claim under the
Control Share Acquisitions Act because the Taubman family's receipt of original
issue Series B Preferred Stock from Taubman Centers, Inc., in 1998 was not a
"control share acquisition" under the Act.

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On December 15, 2002, in response to Simon's lawsuit filed on December 5,
2002 in the United States District Court for the Eastern District of Michigan
against Taubman Centers, Inc., A. Alfred Taubman, Robert S. Taubman, Lisa A.
Payne, Graham T. Allison, Peter Karmanos, Jr., William S. Taubman, Allan J.
Bloostein, Jerome A. Chazen, and S. Parker Gilbert, the Company filed a motion
to dismiss arguing that the First Claim for Relief failed to state a claim under
the Control Share Acquisitions Act because the Taubman family's receipt of
original issue Series B Preferred Stock from Taubman Centers, Inc., in 1998 was
not a "control share acquisition" under the Act.

On December 30, 2002, Simon filed the First Amended Complaint against the
Company, the Company Board and certain members of the Taubman family, which,
among other things, challenged the validity of the Company's by-law amendments
made on December 20, 2002.

On January 22, 2003, the United States District Court for the Eastern
District of Michigan issued an order dismissing that part of Simon's First Claim
for Relief challenging the 1998 issuance of Series B stock to certain of the
defendants under the Michigan Control Share Acquisitions Act in Simon's lawsuit
pending against Taubman Centers, Inc., A. Alfred Taubman, Robert S. Taubman,
Lisa A. Payne, Graham T. Allison, Peter Karmanos, Jr., William S. Taubman, Allan
J. Bloostein, Jerome A. Chazen, and S. Parker Gilbert. The Court concluded that
"the Michigan Control Share Acquisition Act does not pertain to a direct issue
from the corporation of its own shares" and that the "issuance of Series B stock
to [the Taubman family] in 1998 was not a `control share acquisition within the
meaning of the [Act]." The Court did not dismiss that portion of Simon's First
Claim for Relief that alleges that a group was formed in the year 2002 in
contravention of the Act. The Company believes the remaining Simon claims to be
without merit.

On January 31, 2003, Simon Property Group, Inc., and Simon Property
Acquisitions, Inc., filed a Memorandum of Law in Support of Plaintiff's
Motion for a Preliminary Injunction in the United States District Court for
the Eastern District of Michigan against Taubman Centers, Inc., A. Alfred
Taubman, Robert S. Taubman, Lisa A. Payne, Graham T. Allison, Peter Karmanos,
Jr., William S. Taubman, Allan J. Bloostein, Jerome A. Chazen, and S. Parker
Gilbert, seeking to enjoin the Taubman family from voting their Series B
shares. Also on January 31, 2003, one of the shareholders filed an Amended
Verified Class Action and Derivative Complaint in the United States District
Court for the Eastern District of Michigan against Taubman Centers, Inc.,
Robert S. Taubman, William S. Taubman, Lisa A. Payne, Graham T. Allison,
Peter Karmanos, Jr., Allan J. Bloostein, Jerome A. Chazen, and S. Parker
Gilbert.

On February 5, 2003, Simon and the Offeror filed a Second Amended
Complaint for Declaratory and Injunctive Relief in the United States District
Court for the Eastern District of Michigan against Taubman Centers, Inc., A.
Alfred Taubman, Robert S. Taubman, Lisa A. Payne, Graham T. Allison, Peter
Karmanos, Jr., William S. Taubman, Allan J. Bloostein, Jerome A. Chazen, and
S. Parker Gilbert, alleging, among other things, breach of fiduciary duty.
The Second Amended Complaint adds as a plaintiff Mr. Randall J. Smith (whom
the Second Amended Complaint identifies as Executive Vice President of
Westfield) and also includes allegations purporting to reflect certain
changes to the offer subsequent to the filing of the First Amended Complaint
on December 27, 2002.

-34-

On February 21, 2003, the Company filed a Defendants' Brief in Opposition
to Plaintiff's Motions for a Preliminary Injunction in the United States
District Court for the Eastern District of Michigan.

On February 28, 2003, Simon, the Offeror and Randall J. Smith filed in the
United States District Court for the Eastern District of Michigan a Reply
Memorandum of Law in Support of SPG Plaintiffs' and Randall Smith's Motion for a
Preliminary Injunction.

On April 30, 2003, Simon and Westfield requested permission to file a
Third Amended Complaint in the United States District Court for the Eastern
District of Michigan which would claim that the Board breached its fiduciary
duties to Company shareholders by: (i) implementing the share repurchase
program; and (ii) appointing Myron Ullman III as a director. On May 1, 2003, the
Court denied permission to file a Third Amended Complaint.

On May 1, 2003, The United States District Court for the Eastern District
of Michigan issued an order dismissing Simon's challenge to the 1998
restructuring of Taubman Centers and denying Simon's contention that the Taubman
Centers Board improperly rejected Simon's tender offer. The Court also entered
an order enjoining the voting of "those shares represented in the voting
agreements previously entered with Robert Taubman," which constitute roughly
three percent of the voting power of the Company. The order specifically stated
that, "The Taubmans are, likewise, entitled to vote any shares that they held
prior to Robert Taubman's voting agreement contracts or that they have since
acquired." The Court also dismissed the Glancy case without prejudice, dismissed
Smith from the Simon case and enjoined the enforcement of the December 20, 2002
amendments to the Company's by-laws.

On May 8, 2003 The United States District Court for the Eastern
District of Michigan issued an Amended Opinion and Order which superseded the
May 1, 2003 ruling. The Court dismissed Simon's challenge to the 1998
restructuring of Taubman Centers and denied Simon's contention that the Taubman
Centers Board improperly rejected Simon's tender offer. The Court also dismissed
the Glancy case without prejudice and dismissed Smith from the Simon case. The
Court entered an order preliminarily enjoining (i) the voting of the shares
owned by the members of the Taubman family (owners of over 30% of the voting
power of the Company) and by certain other shareholders of the Company (owners
of approximately 3% of the voting power of the Company), and (ii) the
enforcement of the December 20, 2002 amendments to the Company's by-laws.

On May 9, 2003, the Company filed a notice of appeal with the United
States Court of Appeals for the Sixth Circuit, and moved in the District Court
for a stay of the Preliminary Injunction pending appeal.

Dissenters' Rights

Under Michigan law, no dissenters' rights are available in connection with
either the Simon Solicitation or the Special Meeting.

-35-

Shareholder Proposals

Any shareholder proposal intended to be presented for consideration at the
annual meeting to be held in 2003 must have been received by the Company at 200
East Long Lake Road, Suite 300, P.O. Box 200, Bloomfield Hills, Michigan
48303-0200 by the close of business on December 10, 2002.

-36-

Taubman Centers, Inc.

Revocation of Agent Designation To Action of Shareholders Without

a Meeting Solicited on Behalf of Simon Property Group, Inc.

and Westfield America, Inc.

The undersigned shareholder, acting with regard to all shares of common stock,
par value $0.01 per share, and Series B Non-Participating Convertible Preferred
Stock of Taubman Centers, Inc. entitled to vote and held by the undersigned,
hereby REVOKES any previously executed Agent Designation requesting the demand
for a special meeting of shareholders (the "Special Meeting") described in the
Solicitation Statement of Simon Property Group, Inc. and Westfield America, Inc.
and hereby confirms that the undersigned has the power to deliver a revocation
of Agent Designation for the number of shares represented hereby. THE BOARD OF
DIRECTORS OF TAUBMAN CENTERS STRONGLY RECOMMENDS THAT YOU REVOKE ANY PREVIOUSLY
EXECUTED AGENT DESIGNATION REQUESTING THE DEMAND FOR THE SPECIAL MEETING BY
PROPERLY SIGNING, DATING AND RETURNING THIS FORM OF REVOCATION IN THE
POSTAGE-PAID ENVELOPE PROVIDED.

(Continued and to be signed and dated on reverse side.)

PLEASE SIGN THIS FORM OF REVOCATION EXACTLY AS YOUR NAME APPEARS HEREON. IF
SIGNING AS ATTORNEY, ADMINISTRATOR, EXECUTOR, GUARDIAN, OR TRUSTEE, PLEASE GIVE
TITLE AS SUCH. IF A CORPORATION, THIS SIGNATURE SHOULD BE THAT OF AN AUTHORIZED
OFFICER WHO SHOULD STATE HIS OR HER TITLE. IF A PARTNERSHIP, SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON. SIGNED REVOCATION CARDS MARKED "REVOKE AGENT
DESIGNATION" OR "ABSTAIN" OR SIGNED BUT UNMARKED REVOCATIONS WILL BE DEEMED TO
REVOKE ALL PREVIOUSLY GIVEN AGENT DESIGNATIONS FOR THE NUMBER OF SHARES
REPRESENTED BY THE UNDERSIGNED.

[ ] REVOKE AGENT DESIGNATION [ ] DO NOT REVOKE AGENT DESIGNATION
[ ] ABSTAIN

Dated:

-------------------------------
2003

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Signature

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Signature (if held jointly)

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Title(s)