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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
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Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless a
subsequent effective date within 90 days after received
date is stated in the document.
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Name
Timothy D. Link c/o Honigman Miller Schwartz and Cohn LLP
Address
38500 Woodward Avenue, Suite 100
City State Zip Code
Bloomfield Hills, Michigan 48304
Effective Date:
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Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For Use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit
corporations), the undersigned corporation executes the following Certificate:
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1. The present name of the corporation is: Taubman Centers, Inc.
2. The identification number assigned by the Bureau is: 011-602
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3. Article III of the Amended and Restated Articles of Incorporation is hereby amended by amending and restating items
(iii) and (iv) to Subsection (c) of Section 2 of Article III, which said items (iii) and (iv) are set forth in their
entirety as follows:
"(iii) Intentionally omitted.
(iv) Intentionally omitted."
Additionally, all references in Subsection (c) of Section 2 of Article III to "Series C Preferred Stock" or "Series D
Preferred Stock" are hereby deleted.
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4. (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors of trustees.)
The foregoing amendment to the Articles of Incorporation was duly adopted on the day of
_____________, , in accordance with the provisions of the Act by the unanimous consent of incorporator(s) before
the first meeting of the Board of Directors or Trustees.
Signed this day of , 20___
_______________________________ _______________________________________________
(Signature) (Signature)
_______________________________ _______________________________________________
(Type or Print Name and Title) (Type or Print Name and Title)
_______________________________ _______________________________________________
(Signature) (Signature)
_______________________________ _______________________________________________
(Type or Print Name and Title) (Type or Print Name and Title)
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5. (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted on the 1st day of March, 2005 by the
shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the
following)
|_| at a meeting. The necessary votes were cast in favor of the amendment.
|_| by written consent of the shareholders or members having not less than the minimum number of votes required by
statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the
Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has
been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such
provision appears in the Articles of Incorporation.)
|_| by written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the
Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.
|_| by consents given by electronic transmission in accordance with Section 407(3) if a profit corporation.
|X| by the board of a profit corporation pursuant to section 302(5).
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Profit Corporations and Professional Service Corporations Nonprofit Corporations
Signed this 3rd day of March, 2005 Signed this____ day of ________________, 20___
By: /s/ Esther R. Blum By________________________________________
(Signature of an authorized officer or agent)
Esther R. Blum, Senior Vice President (Signature of President, Vice-President, Chairperson or
Vice-Chairperson)
(Type or Print ___________________________________________
Name)
(Type or Print
Name)
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Name of person or organization remitting fees: Preparer's name and business telephone number:
Timothy D. Link c/o Honigman
248-566-8546
INFORMATION AND INSTRUCTIONS
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1. This form may be used to draft your Certificate of Amendment to the Articles of Incorporation. A document required or
permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The
format provided contains only the minimal information required to make the document fileable and may not meet your needs.
This is a legal document and agency staff cannot provide legal advice.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial
Services. The original will be returned to your registered office address, unless you enter a different address in the box on
the front of this document.
Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor
black and white contrast, or otherwise illegible, will be rejected
3. This Certificate is to be used pursuant to the provisions of Section 631 of Act 284, P.A. 1972 or Act 162, P.A. of 1982, for
the purposes of amending the Articles of Incorporation of a domestic profit corporation or nonprofit corporation. Do not use
this form for restated articles.
4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.
5. Item 3 - The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided
into separately identifiable sections, only the sections being amended need be included.
6. For nonprofit charitable corporations, if an amendment changes the term of existence to other than perpetual, Attorney General
Consent should be obtained at the time of dissolution. Contact Michigan Attorney General, Consumer Protection and Charitable
Trust Divisions at (517) 373-1152.
7. This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the
date of delivery, may be stated as an additional article.
8. Signatures:
Profit Corporations: (Complete either Item 4 or Item 5)
1) Item 4 must be signed by at least a majority of the Incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by an authorized officer or agent of the corporation.
Nonprofit Corporations: (Complete either Item 4, Item 5 or Item 6)
1) Item 4 must be signed by at all of the incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by either the president, vice-president, chairperson or vice-chairperson.
9. NONREFUNDABLE FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number
on check or money order $ 10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
Each additional 20,000 authorized shares or portion thereof $ 30.00
Maximum fee for first 10,000,000 authorized shares $ 5,000.00
Each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares $ 30.00
Maximum fee per filing for authorized shares in excess of 10,000,000 shares $ 200,000.00
To submit by mail:
Michigan Department of Labor & Economic Growth
Bureau of Commercial Services-Corporation Division
7150 Harris Drive
P.O. Box 30054
Lansing, MI 48909
To submit in person:
2501 Woodlake Circle
Okemos, MI
Telephone: (517) 241-6400
Fees may be paid by VISA or Mastercard when delivered in person to our office.
MICH-ELF (Michigan Electronic Filing System)
First Time Users: Call (517) 241-6420, or visit our website at http://www.michigan.gov/corporations
Customer with MICH-ELF Filer Account: Send document to (517) 241-9845
The Department of Labor & Economic Growth will not discriminate against any individual or group because of race, sex, religion,
age, national origin, color, marital status, disability or political beliefs. If you need help with reading, writing, hearing,
etc., under the Americans with Disabilities Act, you may make your needs known to this agency.
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EXHIBIT A - VESTING SCHEDULE
PERFORMANCE - BASED
Total Units of Partnership Interest Covered by the Incentive
Option and Option Agreement, to which this Exhibit is attached,
dated .
Number of Units Vesting Date
of Partnership Interest Vesting If TSR1 Requirement Met TSR Requirement
[1/3 of total] [3 years from grant]2 Taubman3 TSR is at least
at median of Peer Group4 TSR
over 3-year period
[1/3 of total] [5 years from grant] Taubman TSR is at least
at median of Peer Group TSR
over 5-year period
[1/3 of total] [7 years from grant] Taubman TSR is at least at
median of Peer Group TSR
over 7-year period
1 "TSR" means Total Shareholder Return, which is the increase in stock price, plus the value of reinvested dividends, over the 3, 5,
and 7-year measurement periods, beginning from the date of grant.
2 If any portion fails to vest as scheduled, that portion will not be forfeited, but instead may vest with the subsequent portion(s)
based on subsequent TSR performance.
3 "Taubman" means Taubman Centers, Inc.
4 The Peer Group is a group of peer companies as defined from time to time by the Compensation Committee in its sole discretion.
The Compensation Committee has the sole authority to exclude the effects of extraordinary events on the TSR calculation related to a
particular Peer Group company. Events that affect all Peer Group companies and Taubman should not be considered cause for exclusion.
