Edgar Filing: TAUBMAN CENTERS INC

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

TAUBMAN CENTERS, INC.
----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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

December __, 2002

Dear Fellow Shareholder:

As you may know, Simon Property Group is attempting to call a special
meeting of Taubman Centers shareholders, claiming that it will advance its
hostile takeover bid for your company. Your Board of Directors recommends that
you do not give Simon your support in its efforts to call this meeting.

Specifically, Simon is asking you to designate its representatives as your
agents to call a special shareholders meeting, at which you would be asked to
consider two proposals.
o Simon's first proposal, relating to the ownership limit in the
Company's charter, requires a two-thirds vote, which Simon cannot
get. Holders of more than a third of the voting power have already
expressed their agreement with the board's position that Taubman
Centers is not for sale, and will vote against the Simon proposal
if the meeting is held.
o Simon's second proposal relating to the Michigan Business
Combination Act relates to a provision of the corporate law that
does not even apply to the Company and in any case is not binding
on the Company or the Board.
This solicitation is disruptive and a waste of time and money (Taubman's,
Simon's and - much more importantly - yours). Simon's attempt to call a meeting,
together with Simon's misleading press campaign about the Company, are all part
of Simon's strategy to put pressure on the Board and to muster support for a
hostile takeover offer which cannot be completed.

After carefully considering Simon's offer, your Board of Directors
unanimously determined that it is inadequate, opportunistic and not in your best
interests. In reaching this conclusion, the Board of Directors considered many
factors including its beliefs that this is the wrong time to sell the company,
that the company's current stock price does not reflect the value of its unique
assets or its growth potential, that Simon's approach to managing and developing
malls is inconsistent with the company's strategy and not likely to yield the
maximum value for the company's assets, and that the opportunistic and hostile
nature of Simon's offer when coupled with its inability to be completed, makes
it disruptive and a waste of corporate assets for both companies. For more
information on the Board's reasons, please see the section entitled
"Recommendation by the Company's Board of Directors" in the enclosed Revocation
Solicitation Statement and the Company's statement on Form 14D-9.

Simon is asking you to sign its green agent designation card. The Board of
Directors is asking that you sign the WHITE revocation card, especially if you
have already returned a green Simon card The enclosed Revocation Solicitation
Statement explains why you should, and how you can, revoke any Simon card that
you previously signed. We urge you not to support this wasteful and disruptive
call of a special meeting, either by ignoring Simon's green cards altogether or
by promptly returning your WHITE revocation card. Your decision is important,
regardless of the number of shares you own, so please act today.

On behalf of the Board of Directors, I thank you for your continued
support.

Sincerely,

Chairman of the Board, President
and Chief Executive Officer

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
SIMON 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

PRELIMINARY REVOCATION SOLICITATION STATEMENT

DATED DECEMBER __, 2002

SUBJECT TO COMPLETION

REVOCATION SOLICITATION STATEMENT
BY
TAUBMAN CENTERS, INC.
IN OPPOSITION TO THE
SOLICITATION OF AGENT DESIGNATIONS
BY SIMON PROPERTY GROUP, INC. AND
SIMON PROPERTY ACQUISITIONS, INC
TO CALL A SPECIAL MEETING OF
TAUBMAN CENTERS, INC.
SHAREHOLDERS

This Revocation of 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") and Simon Property Acquisitions, Inc., a wholly owned
Subsidiary of Simon ("Offeror") of Appointments of Designated Agents ("Agent
Designations") to call a special meeting of the stockholders of the Company (the
"Special Meeting") to act on certain proposals, as further described herein (the
"Simon Solicitation"). The Simon Solicitation is part of Simon's ongoing attempt
to acquire the Company by tender offer, in which Simon and the Offeror have
offered to pay $18.00 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").

According to the Simon Solicitation, Simon and the Offeror 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 the Offeror will, among other
things, ask you to consider and vote upon the following proposals:

o a proposal to amend the Company's Restated Articles of Incorporation to
provide that the purchase by the Offeror of all of the shares of Common
Stock tendered pursuant to the Simon Offer would not trigger the Excess
Share Provision (as defined below) (the "Excess Share Proposal"); and

o a proposal urging the Board to pass a resolution approving the Simon
Offer in order to satisfy the Business Combination Condition (as
defined below) if the Company Board opts into the Michigan Business
Combination Act (as defined below).

The Board has considered and evaluated both the Simon Offer and the Simon
Solicitation. The Board determined that the Simon Offer is inadequate,
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 Simon Offer and DO
NOT provide any Agent Designations to Simon and the Offeror pursuant to the
Simon Solicitation.

THE BOARD OF DIRECTORS OPPOSES THE SOLICITATION BY SIMON AND THE OFFEROR. THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU NOT SIGN ANY GREEN AGENT DESIGNATION SENT
TO YOU BY SIMON AND THE OFFEROR. 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 and the Offeror'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.

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 and the Offeror) 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 December __, 2002.

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
SIMON 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

WHY ARE WE OPPOSING THE SIMON SOLICITATION?

According to the Simon Solicitation, Simon is 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 will, among other things, ask you to consider and vote
upon the following proposals:

o a proposal urging the Board to pass a resolution approving the Simon
Offer in order to satisfy the Business Combination Condition if the
Board opts into the Michigan Business Combination Act.

We believe that the Simon Solicitation, along with Simon's misleading press
campaign and other false statements about the Company, is all part of Simon's
strategy to put pressure on the Company's Board.

After careful consideration of Simon's offer, the Board has determined that
it was 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 approach to managing and developing its 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 offer when
coupled with its inability to be completed, makes it an unnecessary expense and
disruption that is detrimental to both companies.

THE SIMON SOLICITATION IS A COMPONENT OF SIMON'S ATTEMPT TO ACQUIRE THE
COMPANY; IT IS DESIGNED TO FACILITATE SIMON'S HIGHLY CONDITIONAL HOSTILE
TAKEOVER OFFER THAT CANNOT BE COMPLETED AS PROPOSED. IN LIGHT OF THE BOARD'S
CONCLUSIONS THAT THE SIMON OFFER IS INADEQUATE AND THE FACT THAT NOTHING CAN BE
ACHIEVED AT THE MEETING, THE BOARD RECOMMENDS THAT SHAREHOLDERS NOT RETURN THE
AGENT DESIGNATIONS REQUESTED BY SIMON AND THE OFFEROR.

EXCESS SHARE PROPOSAL

The Company's Restated Articles of Incorporation prevent 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 Simon 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 Simon 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. In light of the fact that
shareholders holding over one-third of the voting power of the Company's capital
stock are opposed to the Simon Offer and any action which would facilitate the
offer, the Excess Share Proposal will not be approved by the shareholders. Simon
has filed litigation seeking to disenfranchise the Company's shareholders that
have opposed the Simon Offer. The Company believes that this litigation is
without merit and has sought to dismiss this claim. See "Litigation."

BUSINESS COMBINATION ACT PROPOSAL

Chapter 7A of the Michigan Business Corporation Act (the "Business
Combination Act") prohibits specified "Business Combinations" (which is defined
to include mergers) between a Michigan corporation and an "Interested
Shareholder." An Interested Shareholder is any person other than the corporation
or any subsidiary who (a) is the owner of 10% or more of the outstanding voting
power of the outstanding voting shares of the corporation; or (b) is an
affiliate of a corporation and was the owner of 10% or more of the outstanding
voting power of the outstanding voting shares of the corporation at any time
within two years immediately prior to the relevant date. These Business
Combinations are prohibited for a period of five years following the date the
person became an Interested Shareholder, unless (a) prior to the time the person
first became an "interested shareholder" the board of directors of the
corporation adopts resolutions approving the Business Combination or (b) each of
the following conditions is met: (i) an advisory statement is given by the board
of directors; (ii) the Business Combination is approved by a vote of at least
90% of each class of the voting stock of the corporation entitled to vote; and
(iii) the Business Combination is approved by a vote of at least two-thirds of
each class of the voting stock of the corporation entitled to vote, excluding
the voting shares owned by the Interested Shareholder. These special voting
requirements do not apply if the corporation's shareholders receive a minimum
price for their shares (as specified in the statute) and the consideration is
received in cash or in the same form previously paid by the Interested
Shareholder for its shares. The requirements of the Business Combination Act do
not currently apply to the Company. The Company may at any time opt into this
provision through an action of its Board.

Simon is seeking a precatory resolution of the shareholders which would
urge the Company's Board to approve the Simon Offer for puposes of the Business
Combination Act if the Board were to opt into the Business Combination Act. .
Even if this resolution were approved by a majority of the shareholders, it
would not be binding upon the Board, and any decision as to whether or not to
either opt into the Business Combination Act or to approve Simon's offer for the
purposes of the Business Combination Act would be the sole decision of the Board
exercising its business judgment. The Company believes that one of the reasons
Simon has included this non-binding proposal because it hopes the Company's
shareholders would be more inclined to support a provision that has no effect.

As described below, the Board has concluded that the Simon Offer is
inadequate and has recommended that the Company's shareholder do not tender
their shares into the Simon Offer.

Accordingly, the Board also believes that holding a meeting to pass a
non-binding resolution serves no positive purpose and can only be disruptive to
the Company's ordinary business operations. Therefore the Board recommends that
shareholders not return the Agent Designations requested by Simon.

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

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.

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.

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

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 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

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
with respect to the Simon Solicitation. According to the Simon Solicitation,
Simon is making the Simon Solicitation to call a Special Meeting, at which
meeting Simon 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 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. 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.

SIGNING AND RETURNING AN AGENT DESIGNATION FURTHERS THE INTEREST OF SIMON IN
PURSUING THE SIMON 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

In reaching the conclusion that the Offer is not in the best interest of
the Company's shareholders, the Taubman Centers Board consulted with its senior
management, legal and financial advisors and took into account numerous factors,
including but not limited to the following:

(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.

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

(iv) The Board's belief that both the inadequacy of the 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 offer represents an opportunistic attempt by
Simon 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.

(v) The fact that Taubman Centers has delivered more than an 80% total
return to shareholders over the past five years, during which time 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.

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

(vii) The fact that the markets for regional malls are already highly
concentrated in several cities where Simon and the Company compete. If the
proposed transaction were to occur, that concentration would 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 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 Simon's acquisition of
the Company's Common Shares or to require divestiture of Simon's or the
Company's assets. Accordingly, the Board believes that there is significant
uncertainty as to whether Simon could ultimately consummate a transaction
along the lines it has proposed.

(viii) The Board's belief that Simon's public relations campaign aimed
at damaging the Company is hypocritical and 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 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 and maintained this
incorrect press release on its website. In addition, the Board took note of
Simon's willingness to mischaracterize Taubman Centers' financial
performance and to misrepresent David Simon's communications with Robert
Taubman.

(ix) The fact that completion of the 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.

(x) The fact that the Taubman family and other shareholders, with
combined voting power of over a third 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 offer cannot be completed absent a
court ruling in litigation brought by Simon seeking to divest Taubman
Center shareholders of their voting rights. Based on the advice of counsel,
the Board believes that the litigation brought by Simon to disenfrancise
the Series B shareholders is without merit.

(xi) The Board's belief that the unsolicited and hostile nature of the
offer when coupled with its inability to be completed, makes it expensive,
disruptive, and detrimental to both companies.

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

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

(1) MINIMUM TENDER CONDITION. Consummation of the Offer is conditioned
upon there being validly tendered and not withdrawn prior to the
expiration of the Offer such number of Common Shares that represents,
together with Common Shares owned by the Offeror, Simon 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). This condition may only be met if Simon is successful in
its litigation which the Company believes is without merit.

(2) EXCESS SHARE CONDITION. The Company's Restated Articles of
Incorporation prevent 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 Offer is
conditioned upon the Offeror being satisfied, in its sole discretion,
that the Of-

feror may purchase all of the Common Shares tendered pursuant to the
Offer without triggering the Excess Share Provision.

(3) CONTROL SHARE CONDITION. Consummation of the Offer is conditioned
upon full voting rights for all Common Shares to be acquired by Offeror
pursuant to the 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 Offer. On
December 10, 2002 the Board opted out of the Michigan Control Share
Acquisitions Act.

(4) BUSINESS COMBINATION CONDITION. Consummation of the 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 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.

(5) NO MATERIAL ADVERSE CHANGE CONDITION. Consummation of the 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 Simon
Offer or its proposed back end merger, on the Offeror, Simon or any other
affiliate of Simon.

(6) COMPETING OFFER CONDITION. Consummation of the 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 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 Offer is conditioned on there
being no change to the Company's by-laws regardless of its effect on the
Offeror. Presumably this condition is incapable of being satisfied as a
result of the Company's recent modification to its by-laws to, among
other things, "opt-out" of the Michigan Control Share Acquisitions Act,
notwithstanding that this change is consistent with the desires and the
specific request of the Offeror. The 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 na-

tional 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 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 OFFER AND NOT TENDER THEIR SHARES PURSUANT TO THE 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 "Interests of Certain Persons."

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 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 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 Offer.

IN LIGHT OF THE BOARD'S CONCLUSIONS THAT THE SIMON OFFER IS INADEQUATE, THE
BOARD RECOMMENDS THAT SHAREHOLDERS NOT RETURN THE AGENT DESIGNATION REQUESTED BY
SIMON. TO STOP SIMON 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 WHETHER OR NOT TO TENDER SHARES PURSUANT TO SIMON'S
INADEQUATE OFFER.

THE SPECIAL MEETING

According to the Company's By-Laws, a special meeting of the shareholders
may be requested at any time and for any purpose or purposes by 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. In addition,
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 shareholders of all outstanding capital stock can, upon showing of good
cause, apply to a court for a special meeting to be ordered.

If Simon is successful in the Simon Solicitation and solicits Agent
Designations from holders of at least 25% of all the votes entitled to be cast,
we expect that it will send the Company a notice of a Special Meeting and
request that the Company establish a record date for such a Special Meeting.
This notice must be accompanied by documentation evidencing that Simon possess
sufficient voting power to request that such a special meeting be called. This
notice must also contain information as to Simon, the proposals to be considered
at the meeting and the interests that Simon has in the proposals. Within ten
business days after receipt of such notice and verification of the accompanying
documentation, the Board shall fix a record date and meeting date for such
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. 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.

If Simon is unsuccessful in the Simon Solicitation but still receives the
Agent Designations of at least ten percent (10%) of all the votes entitled to be
cast, the Company believes that Simon will apply to a court for a special
meeting to be ordered. We cannot predict whether or not Simon will be able to
make the requisite showing of good cause or whether a court will grant Simon a
Special Meeting.

As of December 16, 2002, there were 52,207,756 shares of Common Stock and
31,767,066 shares of Series B Preferred Stock issued and outstanding. According
to the Simon Solicitation, Simon beneficially owned only 11,000 shares of Common
Stock, representing substantially less than 1% of the outstanding shares as of
such date. Accordingly, Simon would require executed and unrevoked Agent
Designations from the holders of at least 20,982,706 shares of Common Stock or
Series B Preferred Stock in addition to the 11,000 shares of Common Stock
beneficially owned by Simon in order to demand 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. 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.

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
effectively demanded a Special Meeting. A shareholder's revocation of a
previously executed GREEN Agent Designation will have the effect of opposing
Simon's demand for the Special Meeting. Any Revocation will not affect any
action taken by Simon pursuant to an Agent Designation prior to such Revocation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The Company owns a 62% managing partner's interest in The Taubman Realty
Group Limited Partnership ("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 and of partnership interests in TRG ("Units of
Partnership Interest" or "Units") as of December 16, 2002.

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.

PERCENTAGE
UNITS OF OWNERSHIP OF
PARTNERSHIP UNITS OF
NO. OF PERCENT OF INTEREST IN PARTNERSHIP
DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS SHARES(1) SHARES(1) TRG INTEREST IN TRG
------------------------------------------------- ------------- ---------- ----------- ---------------

Robert S. Taubman................................ 3,398,124 (2) 4.0% (2) 798,886 (3) 1.0%

William S. Taubman............................... 714,960 (4) * 551,460 (5) *

Lisa A. Payne.................................... 608,328 (6) * 0 0

Courtney Lord.................................... 195,129 (7) * 193,095 (8) *

John L. Simon.................................... 5,191 (9) * 0 0

Graham T. Allison................................ 1,430 * 0 0

Allan J. Bloostein............................... 5,000 * 0 0

Jerome A. Chazen................................. 10,000 (10) * 0 0

S. Parker Gilbert................................ 130,000 (11) * 0 0

Peter Karmanos, Jr............................... 40,000 (12) * 0 0

A. Alfred Taubman................................ 24,856,024 (13) 29.6% (13) 24,669,087 (14) 29.4%

Morgan Stanley, Dean Witter, & Co................ 6,123,024 (15) 7.3% (15) 0 0
Morgan Stanley Dean Witter
Asset Management, Inc.
1585 Broadway
New York, New York 10036

Cohen & Steers Capital Management, Inc........... 5,729,505 (16) 6.8% (16) 0 0
757 Third Avenue
New York, New York 10017

Security Capital Group Incorporated 5,327,175 (17) 6.3% (17) 0 0

Security Capital Research Management Incorporated
11 South LaSalle, Suite 200
Chicago, IL 60603

LaSalle Investment Management, Inc............... 4,253,350 (18) 5.1% (18) 0 0
LaSalle Investment Management
(Securities), L.P.
200 East Randolph Drive
Chicago, Illinois 60601

GMPTS Limited Partnership (19) .................. 2,890,925 (20) 3.4% (20) 0 0
767 Fifth Avenue New York, NY 10153

Directors and Executive Officers as a Group 5,120,208 (21) 6.0% (21) 1,543,441 (21) 1.8% (21)

____________
* 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 December 16, 2002, there were
83,974,822 outstanding shares of Voting Stock, consisting of 52,207,756
shares of Common Stock and 31,767,066 shares of Series B Preferred Stock.

(2) Consists of 5,925 shares of Series B Preferred Stock that Mr. Robert S.
Taubman owns, 547,945 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, 1.7% of Series B Preferred Stock), 150,000
shares of Common Stock owned by Mr. Taubman, 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 8,500 shares of Common Stock owned by his wife and son for which
Mr. Taubman disclaims any beneficial interest. Also includes 1,555,178
shares of Series B Preferred Stock (4.9% of Series B Preferred Stock) and
885,560 shares of Common Stock (1.7% of Common Stock) subject to the
following voting agreements but as to which Mr. Taubman has no pecuniary
interest: (1) Voting Agreement among Robert S. Taubman, Max M. Fisher, as
Trustee of The Max M. Fisher Revocable Trust, and Martinique Hotel, Inc.;
(2) Voting Agreement between Robert S. Taubman and John Rakolta Jr., Terry
Rakolta, the Eileen Heather Vanderkloot Irrevocable Trust, U/A dated
12/22/92, the Lauren Rakolta Irrevocable Trust, U/A dated 12/22/92, the
Paige Alexandra Rakolta Irrevocable Trust, U/A dated 12/22/92 and the John
Rakolta, III Irrevocable Trust, U/A dated 12/22/92; and (3) Voting
Agreement between Robert S. Taubman and Robert C. Larson as Trustee of the
Robert C. Larson Revocable Trust u/a/d 11/24/86, as amended. 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"), 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
or through entities described in the previous sentence beyond his pecuniary
interest in such entities described in the previous sentence that own the
securities.

(3) Consists of 5,925 Units of Partnership Interest that Mr. Robert S. Taubman
owns, 547,945 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.

(4) Consists of 5,925 shares of Series B Preferred Stock that Mr. William S.
Taubman owns, 545,535 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, 150,000 shares of Common Stock owned
by Mr. Taubman and 13,500 shares of Common Stock owned by his children and
for which Mr. Taubman disclaims any beneficial interest (or, in aggregate,
1.3% of Common Stock). Excludes 547,945 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 Series B Preferred Stock held by
R&W and in the Voting Stock held by TRAP, TRV, Taub-Co, and TG beyond his
pecuniary interest in the entities that own the securities.

(5) Consists of 5,925 Units of Partnership Interest that Mr. William S. Taubman
owns and 545,535 Units of Partnership Interest subject to vested Incentive
Options held by Mr. Taubman. Excludes 547,945 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 193,095 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 174,058 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 193,095 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 174,058 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 three 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 24,669,087 outstanding shares (or 77.7%) 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 174,058 Units of Partnership Interest which are
held by Mr. Lord but for which Mr. Lord has granted an irrevocable proxy to
TG Partners. The 174,058 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 three 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 (11.7%) 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 (11.0%).

(17) Consists solely of shares of Common Stock (10.2%).

(18) Consists solely of shares of Common Stock (8.2%) and includes ownership of
Common Stock on behalf of Stichting Pensioenfonds Voor de Gezondheid
Geestelijke en Maatschappelijke Belangen.

(19) Wholly-owned by two employee pension funds of General Motors Corporation.

(20) Consists solely of shares of Common Stock (5.5%).

(21) See Notes 2 through 12 above.

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 $__________,
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 December 18, 2002 Goldman Sachs beneficially held a
net "long" position of 13,511 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 consisting of (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 $______.
The Company to date has incurred estimated total expenses of approximately
$_______.

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 and William S. Taubman), the
executive officers (which consists 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 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 Simon Offer and not tender your Common Stock pursuant to the Simon
Offer and in recommending that you revoke any Agent Designation.

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.

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.

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.

The foregoing actions are all at a preliminary stage and it is therefore
too soon to predict their outcome.

DISSENTERS' RIGHTS

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

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.

TAUBMAN CENTERS, INC.

REVOCATION OF AGENT DESIGNATION TO ACTION OF SHAREHOLDERS WITHOUT
A MEETING

SOLICITED ON BEHALF OF SIMON PROPERTY GROUP, 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 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.

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 BUT UNMARKED REVOCATIONS WILL BE DEEMED TO
REVOKE ALL PREVIOUSLY GIVEN AGENT DESIGNATION FOR THE NUMBER OF SHARES
REPRESENTED HEREBY BY THE UNDERSIGNED.